UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended

December 31, 2019

¨ 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 Liquidating Trust

(Exact name of registrant as specified in its charter)

Delaware		27-3525849
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3 Park Avenue, 36th Floor
New York, New York		10016
(Address of principal executive offices)		(Zip Code)

(212) 418-4700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. *

Yes ¨ No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. *

Yes ¨ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). *

Yes ¨ No ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable. There is no established market for the beneficial interests of the registrant.

Number of outstanding beneficial interests of the registrant on March 13, 2020 is 197,385.

DOCUMENTS INCORPORATED BY REFERENCE

None.

*ICON ECI Fund Fifteen Liquidating Trust is the transferee of the assets and liabilities of ICON ECI Fund Fifteen, L.P. and files reports under the Commission file number for ICON ECI Fund Fifteen, L.P., which filed a Form 15 on January 4, 2019 indicating its notice of termination of registration and filing requirements.

ICON ECI Fund Fifteen Liquidating Trust

Table of Contents

	Page
Market for Registrant's Securities, Related Security Holder Matters and Issuer Purchases of Equity Securities	1
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Changes in Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
SIGNATURES	30

Table of Contents

Overview

	Number of
	Beneficial Owners as of
Title of Class	March 13, 2020
Managing Trustee (as a beneficial owner)	1
Additional beneficial owners	4,713

We, at our Managing Trustee’s discretion, paid monthly distributions to each of our beneficial owners beginning the first month after each such beneficial owner was admitted to the Partnership through the end of our operating period, which was on May 31, 2017. During our liquidation period, we have paid and will continue to pay distributions in accordance with the terms of our Liquidating Trust Agreement. We expect that distributions paid during our liquidation period will vary, depending on the timing of the sale of our assets and/or the maturity of our investments, and our receipt of rental, finance and other income from our investments. We paid distributions to our additional beneficial owners totaling $13,523,997 and $24,957,763 for the years ended December 31, 2019 and 2018, respectively. Additionally, we paid distributions to our Managing Trustee of $136,606 and $252,099 for the years ended December 31, 2019 and 2018, respectively.

Our Beneficial Interests are not publicly traded and there is no established public trading market for our Beneficial Interests. Given that it is unlikely that any such market will develop, our Beneficial Interests are generally considered illiquid. Even if an additional beneficial owner is able to sell our Beneficial Interests, the price received may be less than our estimated value (“Estimated Value”) per Beneficial Interest indicated below.

Our Estimated Value per Beneficial Interest as of December 31, 2019 (the “Valuation Date”) has been determined to be $48.32 per Beneficial Interest. The Estimated Value per Beneficial Interest is based upon the estimated fair value of our assets less the estimated fair value of our liabilities as of the Valuation Date, divided by the total number of our Beneficial Interests outstanding as of the Valuation Date. To the extent an investment is owned by a joint venture, we only include our share of assets and liabilities based on our ownership percentage in such joint venture.* The information used to generate the Estimated Value per Beneficial Interest, including, but not limited to, market information, investment and asset-level data and other information provided by third parties, was the most recent information practically available as of the Valuation Date. This Estimated Value per Beneficial Interest is provided to assist (i) plan fiduciaries in fulfilling their annual valuation obligations as required by The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (ii) broker-dealers that participated in our offering of Interests in meeting their customer account statement reporting obligations as required by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

The Estimated Value per Beneficial Interest was calculated by our Managing Trustee primarily based on the fair values provided by Duff & Phelps, LLC (“Duff & Phelps”), a third-party independent valuation and consulting firm engaged by our Managing Trustee to provide material assistance related to the valuation of certain of our assets, as further described below. Duff & Phelps is a global valuation and corporate finance advisor with expertise in complex valuations.

Process and Methodology

Our Managing Trustee established the Estimated Value per Beneficial Interest as of the Valuation Date primarily based on the fair values of our assets provided by Duff & Phelps. In arriving at its fair values, Duff & Phelps utilized valuation methodologies that both our Managing Trustee and Duff & Phelps believe are standard and acceptable in the equipment financing industry for the types of assets held by us. The valuations were performed in accordance with standard industry practice and the provisions of NASD Rule 2340 and FINRA Rule 2310. The basis of the fair values provided by Duff & Phelps is in accordance with the definition of fair value in Accounting Standards Codification 820.

* An investment described in this Item 5 may not be consolidated and presented on our consolidated balance sheet as of December 31, 2019, but rather included as part of investment in joint ventures on our consolidated balance sheet as of December 31, 2019.

Table of Contents

A summary of the methodology used by Duff & Phelps, as well as the assumptions and limitations of its work for us and of our determination of Estimated Value, are presented below.

Discounted Cash Flow

The discounted cash flow (“DCF”) method was used to estimate value using the concept of the time value of money. All projected future cash flows accruing to an asset were estimated and discounted to give their present values. The sum of all projected future cash flows, both incoming and outgoing, comprises the net present value, which was recognized as the value or price of the cash flows.

Sales Comparison Method

The sales comparison method compares similar assets recently sold in the market and adjusts the value for differences in the subject asset and the comparable assets as well as for current market conditions.

Valuation of Note Receivable

The estimated fair value of our note receivable at the Valuation Date was derived by using the DCF method. Under the DCF method, the discount rate reflects the risks associated with the borrower and the time value of money, and was applied to the projected cash flows associated with the note receivable. The discounted projected cash flows included all unpaid principal, interest, and fee payments for the scheduled term period of the note receivable. An analysis of the borrower was conducted to determine viability of payment and total debt coverage, as well as to ascertain the borrower’s risk level, with such considerations reflected in the implied discount rate used in discounting the cash flows.

The discount rates used ranged from 13.1% to 16.1%.

Valuation of Investment in Cost-Method Investees

The estimated fair value of our investment in cost-method investees held by our joint ventures at the Valuation Date was based on a combination of the DCF method and the sales comparison method. Under the DCF method, the discount rate reflects the risks associated with the investee and the time value of money, and was applied to the projected cash flows associated with the operations of the investee. The sum of all projected future cash flows included, but were not limited to, net operating cash flows of the investee discounted to give their present values. The estimated fair value of our investment held by our joint venture in the other cost-method investee was based on the current fair value of the net assets of the investee derived from certain methodologies, which included the sales comparison method.

The discount rates used ranged from 13.1% to 16.1%.

Valuation of Sales-Type Lease

The estimated fair value of our sales-type lease at the Valuation Date was derived by applying the DCF method to projected cash flows that included all lease payments and the sales proceeds received subsequent to December 31, 2019 upon the lessee exercising its purchase option to acquire the vessel in 2020. Under the DCF method, the projected cash flows were discounted at the Valuation Date using discount rates reflecting the risks associated with the asset and the time value of money.

The discount rates used ranged from 13.49% to 16.49%.

Cash, Other Assets and Other Liabilities

Cash, other assets and other liabilities (collectively, “Other Net Assets”) include our share of items of tangible or monetary value as of the Valuation Date. The fair values of Other Net Assets as of the Valuation Date were estimated by our Managing Trustee to approximate their carrying values because of their nature or short-term maturities.

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Assumptions and Limitations

As with any valuation methodology, the methodologies used to determine our Estimated Value per Beneficial Interest are based upon a number of estimates and assumptions that may prove later to be inaccurate or incomplete. Further, different market participants using different estimates and assumptions could derive different estimated values. Our Estimated Value per Beneficial Interest may also not represent the price that our Beneficial Interests would trade at on a national securities exchange, the amount realized in a sale, merger or liquidation, or the amount an additional beneficial owner would realize in a private sale of our Beneficial Interests.

The Estimated Value per Beneficial Interest calculated by our Managing Trustee is based on economic, market and other conditions and the information available to us and Duff & Phelps as of the Valuation Date. The Estimated Value per Beneficial Interest is expected to fluctuate over time in response to future events, including, but not limited to, changes in market interest rates, changes in economic, market and regulatory conditions, the prospects of the asset sectors in general or in particular, or the special purpose vehicles in which the assets may be held, rental and growth rates, returns on competing investments, changes in administrative expenses and other costs, and the amount of distributions paid on our Beneficial Interests. The Estimated Value per Beneficial Interest may also change as a result of changes in the circumstances of the risks associated with each investment.

There is no assurance that the methodologies used to calculate the Estimated Value per Beneficial Interest would be acceptable to FINRA or in compliance with guidelines promulgated under ERISA with respect to their respective reporting requirements.

Our Managing Trustee is ultimately and solely responsible for the establishment of our Estimated Value per Beneficial Interest. In arriving at its determination of the Estimated Value per Beneficial Interest, our Managing Trustee considered all information provided in light of its own familiarity with our assets and liabilities and the estimated fair values recommended by Duff & Phelps.

To the extent we cannot fully liquidate the Trust and distribute remaining cash proceeds from liquidation to our beneficial owners by March 31, 2021, our next Estimated Value per Beneficial Interest will be based upon our assets and liabilities as of December 31, 2020 and such value will be included in our Annual Report on Form 10-K for the year ending December 31, 2020. We intend to publish an updated Estimated Value per Beneficial Interest annually in our subsequent Annual Reports on Form 10-K to the extent they are required to be filed with the Securities and Exchange Commission.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Balance Sheets

(unaudited)

	December 31,
	2019			2018
Assets
Cash	$	2,560,544		$	10,405,659
Net investment in notes receivable		1,332,874			15,359,375
Net investment in sales-type lease		6,786,630			-
Investment in joint ventures		412,649			412,649
Due from Managing Trustee and affiliates, net		419,871			-
Other assets		8,267			229,567
Total assets	$	11,520,835		$	26,407,250

Liabilities and Equity
Liabilities:
Deferred revenue	$	124,115		$	-
Due to Managing Trustee and affiliates, net		-			283,360
Accrued expenses and other liabilities		539,269			404,054
Total liabilities		663,384			687,414

Commitments and contingencies (Note 15)

Equity:
Beneficial owners' equity:
Additional beneficial owners		10,946,369			27,212,142
Managing Trustee		(1,656,607	)		(1,492,306	)
Total beneficial owners' equity		9,289,762			25,719,836
Noncontrolling interests		1,567,689			-
Total equity		10,857,451			25,719,836
Total liabilities and equity	$	11,520,835		$	26,407,250

See accompanying notes to consolidated financial statements.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Operations

(unaudited)

	Years Ended December 31,
	2019			2018
Revenue and other income:
Finance income	$	625,198		$	2,863,864
Rental income		-			9,945,831
Loss from investment in joint ventures		-			(59,334	)
Gain on extinguishment of debt		-			4,764,270
Gain on derivative financial instruments, net		-			974,692
Lease selling profit		208,227			-
Other income		5,990			43,418
Total revenue and other income		839,415			18,532,741

Expenses:
Administrative expense reimbursements		595,541			863,567
General and administrative		1,040,707			1,532,189
Interest		-			4,371,292
Depreciation		216,108			4,595,674
Loss on sale of vessel		-			2,045,055
Loss on sale of subsidiary		-			2,193,117
Credit loss, net		832,344			15,490,776
Vessel operating		897,582			212,155
Total expenses		3,582,282			31,303,825
Loss before income taxes		(2,742,867	)		(12,771,084	)
Income tax expense		-			58,888
Net loss		(2,742,867	)		(12,829,972	)
Less: net income attributable to noncontrolling interests		26,604			1,296,748
Net loss attributable to Fund Fifteen Liquidating Trust	$	(2,769,471	)	$	(14,126,720	)

Net loss attributable to Fund Fifteen Liquidating Trust allocable to:
Additional beneficial owners	$	(2,741,776	)	$	(13,985,453	)
Managing Trustee		(27,695	)		(141,267	)
	$	(2,769,471	)	$	(14,126,720	)

Weighted average number of additional beneficial interests outstanding		197,385			197,385

Net loss attributable to Fund Fifteen Liquidating Trust per weighted average additional beneficial interest outstanding	$	(13.89	)	$	(70.85	)

See accompanying notes to consolidated financial statements.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Changes in Equity

(unaudited)

	Beneficial Owners' Equity
	Additional Beneficial Interests		Additional Beneficial Owners			Managing Trustee			Total Beneficial Owners' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2017		197,385	$	66,155,358		$	(1,098,940	)	$	65,056,418		$	2,583,620		$	67,640,038
Net (loss) income		-		(13,985,453	)		(141,267	)		(14,126,720	)		1,296,748			(12,829,972	)
Distributions		-		(24,957,763	)		(252,099	)		(25,209,862	)		(50	)		(25,209,912	)
Conversion of loan to equity		-		-			-			-			3,551,674			3,551,674
Deconsolidation of subsidiary		-		-			-			-			(7,431,992	)		(7,431,992	)
Balance, December 31, 2018		197,385		27,212,142			(1,492,306	)		25,719,836			-			25,719,836
Net (loss) income		-		(2,741,776	)		(27,695	)		(2,769,471	)		26,604			(2,742,867	)
Distributions		-		(13,523,997	)		(136,606	)		(13,660,603	)		(210,000	)		(13,870,603	)
Investment by noncontrolling interests		-		-			-			-			1,751,085			1,751,085
Balance, December 31, 2019		197,385	$	10,946,369		$	(1,656,607	)	$	9,289,762		$	1,567,689		$	10,857,451

See accompanying notes to consolidated financial statements.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Consolidated Statements of Cash Flows

(unaudited)

	Years Ended December 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(2,742,867	)	$	(12,829,972	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Finance income		(369,605	)		(241,601	)
Lease selling profit		(208,227	)		-
Credit loss, net		832,344			15,490,776
Loss on sale of vessel		-			2,045,055
Loss on sale of subsidiary		-			2,193,117
Gain on extinguishment of debt		-			(4,764,270	)
Loss from investment in joint ventures		-			59,334
Depreciation		216,108			4,595,674
Interest expense from amortization of debt financing costs		-			345,329
Interest expense from amortization of seller's credit		-			429,721
Other financial gain		-			(660,438	)
Paid-in-kind interest		-			70,374
Changes in operating assets and liabilities:
Collection of sales-type lease		324,000			-
Other assets		45,632			(700,524	)
Deferred revenue		124,115			137,115
Due from/to Managing Trustee and affiliates, net		(703,231	)		247,065
Accrued expenses and other liabilities		135,215			1,661,982
Net cash (used in) provided by operating activities		(2,346,516	)		8,078,737
Cash flows from investing activities:
Investment in joint ventures and equity-method investees		-			(450,000	)
Investment in notes receivable		(375,000	)		(550,000	)
Distributions received from joint ventures in excess of profits		-			1,384,054
Proceeds from sale of subsidiaries		-			8,501,308
Principal received on notes receivable		8,747,004			763,504
Net cash provided by investing activities		8,372,004			9,648,866
Cash flows from financing activities:
Repayment of non-recourse long-term debt		-			(3,791,668	)
Repayment of seller's credits		-			(40,000	)
Payment of debt financing costs		-			(233,188	)
Distributions to noncontrolling interests		(210,000	)		(50	)
Distributions to beneficial owners		(13,660,603	)		(25,209,862	)
Net cash used in financing activities		(13,870,603	)		(29,274,768	)
Net decrease in cash		(7,845,115	)		(11,547,165	)
Cash, beginning of year		10,405,659			21,952,824
Cash, end of year	$	2,560,544		$	10,405,659

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	2,298,297

Supplemental disclosure of non-cash investing and financing activities:
Contribution of net investment in note and related interest receivables for consolidated joint venture interest	$	5,253,131		$	-
Contribution by noncontrolling interests	$	1,751,085		$	-
Conversion of note payable and accrued interest due to noncontrolling interests to investment by noncontrolling interests	$	-		$	3,551,674
Proceeds from the sale of vessel paid directly to lender to settle non-recourse long-term debt and interest	$	-		$	944,544
Proceeds from the sale of vessel paid directly to third-parties to settle claims	$	-		$	555,456
Deconsolidation of subsidiary - noncontrolling interests	$	-		$	7,431,992

See accompanying notes to consolidated financial statements.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

(1)

Organization

ICON ECI Fund Fifteen Liquidating Trust (the “Liquidating Trust”), a Delaware statutory trust, was transferred all of the assets and liabilities of ICON ECI Fund Fifteen, L.P. (the “Partnership”), a Delaware limited partnership, as of December 31, 2018. When used in these notes to consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to (i) the Partnership and its consolidated subsidiaries for all periods prior to the transfer of the assets and liabilities of the Partnership to the Liquidating Trust and (ii) the Liquidating Trust and its consolidated subsidiaries as of December 31, 2018 and thereafter. The terms “Partnership” and “Liquidating Trust” are interchangeable, as the context so requires, when used in the consolidated financial statements.

Prior to the transfer of the assets and liabilities of the Partnership to the Liquidating Trust, the general partner of the Partnership was ICON GP 15, LLC, a Delaware limited liability company (the “General Partner”), which is a wholly-owned subsidiary of ICON Capital, LLC, a Delaware limited liability company (“ICON Capital”). Our General Partner managed and controlled the Partnership’s business affairs, including, but not limited to, the Partnership’s investments in business-essential equipment and corporate infrastructure (collectively, “Capital Assets”). The General Partner engaged ICON Capital as the Partnership’s investment manager (the “Investment Manager”) to, among other things, facilitate the acquisition and servicing of the Partnership’s investments.

The Liquidating Trust is governed by a Liquidating Trust Agreement that appointed the Partnership’s Investment Manager as the managing trustee of the Liquidating Trust (the “Managing Trustee”). The terms “Investment Manager” and “Managing Trustee” are interchangeable, as the context so requires, when used in the consolidated financial statements. Prior to the transfer of the assets and liabilities of the Partnership to the Liquidating Trust, the Partnership's assets included an investment in ICON Radiance, LLC, a secured term loan to CFL Momentum Beheer B.V. and C.V. CFL Momentum (collectively, “CFL”), a secured term loan to Lubricating Specialties Company (“LSC”), a secured term loan to four affiliates of Técnicas Maritimas Avanzadas, S.A. de C.V. (collectively, “TMA”) and an equity investment in two affiliates of TMA. These investments, as well as all other assets and liabilities of the Partnership, were transferred to the Liquidating Trust from the Partnership on December 31, 2018 in order to reduce expenses and to maximize potential distributions to beneficial owners of the Liquidating Trust. On December 31, 2018, all Interests (as defined below) were exchanged for an equal number of beneficial interests (the “Beneficial Interests”) in the Liquidating Trust. As of December 31, 2019, the Liquidating Trust’s sole remaining portfolio investments were the senior secured term loan to TMA and the related equity interest in two affiliates of TMA (see Notes 3 and 7) and an investment in a sales-type lease with FWN Momentum B.V. (“FWN”) (see Note 5).

We operated as a direct financing fund that primarily made investments in domestic and international companies, which investments were 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 Managing Trustee believed would provide us with a satisfactory, risk-adjusted rate of return.

Our Managing Trustee manages and controls our business affairs, including, but not limited to, our investment in joint venture and other financing transactions. Additionally, our Managing Trustee has a 1% interest in our profits, losses, distributions and liquidation proceeds.

Our offering period commenced on June 6, 2011 and ended on June 6, 2013. We offered limited partnership interests (the “Interests”) on a “best efforts” basis with the intention of raising up to $418,000,000 of capital, consisting of 420,000 Interests, of which 20,000 Interests had been reserved for issuance pursuant to our distribution reinvestment plan (the “DRIP Plan”). The DRIP Plan allowed limited partners to purchase Interests with distributions received from us and/or certain of our affiliates, subject to certain restrictions.

As of July 28, 2011 (the “Initial Closing Date”), we raised a minimum of $1,200,000 from the sale of Interests, the minimum offering amount, at which time we commenced operations. From June 6, 2011 through June 6, 2013, we sold 197,597 Interests, of which 5,961 Interests were issued at a discounted price pursuant to our DRIP Plan, to 4,644 limited partners, representing $196,688,918 of capital contributions. During the period from the Initial Closing Date through June 6, 2013, we paid the following commissions and fees in connection with our offering of Interests: (i) sales commissions to third parties in the amount of $13,103,139 and (ii) dealer-manager fees in the amount of $5,749,021 to CION Securities, LLC (“CION Securities”), an affiliate of our Managing Trustee and the dealer-manager of our offering. In addition, during such period, our General Partner and its affiliates, on our behalf, incurred organizational and offering expenses in the amount of $2,730,919, which were recorded as a reduction of partners’ equity.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Our operating period commenced on June 7, 2013. On April 24, 2017, we commenced a consent solicitation of our limited partners to amend and restate our limited partnership agreement (the “Partnership Agreement”) in order to amend the definition of “operating period” to provide for the ability of our General Partner to shorten our operating period in its sole and absolute discretion. The consent solicitation was completed on May 24, 2017 with the requisite consents received from our limited partners. As a result, our General Partner ended our operating period on May 31, 2017 and commenced our liquidation period on June 1, 2017. During our liquidation period, we have sold and will continue to sell our assets and/or let our investments mature in the ordinary course of business.

On May 30, 2017, our Managing Trustee retained ABN AMRO Securities (USA) LLC (“ABN AMRO Securities”) as its financial advisor to assist our Managing Trustee and us in identifying, evaluating and executing a potential sale of certain shipping and offshore energy assets included within our investment portfolio. As a result of such identification and evaluation, on September 7, 2018, an unaffiliated third-party purchased 100% of the limited liability company interests of ICON Fugro (as defined and discussed in further detail in Note 4).

Beneficial owners’ capital accounts are increased for their initial capital contribution plus their proportionate share of earnings and decreased by their proportionate share of losses and distributions. Profits, losses, distributions and liquidation proceeds are allocated 99% to the additional beneficial owners and 1% to our Managing Trustee until each additional beneficial owner has (a) received distributions and liquidation proceeds sufficient to reduce its adjusted capital account to zero and (b) received, in addition, other distributions and allocations that would provide an 8% per year cumulative return, compounded daily, on its outstanding adjusted capital account. After such time, distributions will be allocated 90% to the additional beneficial owners and 10% to our Managing Trustee.

In accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) pertaining to transactions amongst entities under common control, the financial condition and results of operations of the Partnership are presented as those of the Liquidating Trust retroactively to the beginning of the earliest period presented.

(2)

Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Our accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. In the opinion of our Managing Trustee, all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included.

The consolidated financial statements include our accounts and the accounts of our majority-owned subsidiaries and other controlled entities. All intercompany accounts and transactions have been eliminated in consolidation. In joint ventures where we have a controlling financial interest, the financial condition and results of operations of the joint venture are consolidated. Noncontrolling interest represents the minority owner’s proportionate share of its equity in the joint venture. The noncontrolling interest is adjusted for the minority owner’s share of the earnings, losses, investments and distributions of the joint venture.

We account for our noncontrolling interests in joint ventures where we have influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. Distributions received from equity method investees are accounted for under the cumulative earnings approach on our consolidated statements of cash flows. We account for investments in joint ventures where we have virtually no influence over financial and operational matters using the cost method of accounting. In such cases, our original investments are recorded at cost and any distributions received are recorded as revenue. All of our investments in joint ventures are subject to our impairment review policy.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

We report noncontrolling interests as a separate component of consolidated equity and net income or loss attributable to noncontrolling interests is included in consolidated net income or loss. The attribution of net income or loss between controlling and noncontrolling interests is disclosed on the accompanying consolidated statements of operations.

Net income or loss attributable to us per weighted average additional Beneficial Interest outstanding is based upon the weighted average number of additional Beneficial Interests outstanding during the year.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and highly liquid investments with original maturity dates of three months or less.

Our cash is held at one financial institution and at times may exceed insured limits. We have placed these funds in a high quality institution in order to minimize risk relating to exceeding insured limits.

Debt Financing Costs

Debt financing costs associated with a recognized debt liability were netted against the carrying amount of the related debt liability and debt financing costs associated with a line of credit arrangement were capitalized and included as other assets. Such costs were amortized to interest expense over the term of the debt instrument using the effective interest rate method.

Leased Equipment at Cost

Investments in leased equipment were stated at cost less accumulated depreciation. Leased equipment was depreciated on a straight-line basis over the lease term, which typically ranged from 5 to 12 years, to the asset’s residual value.

Our Managing Trustee has an investment committee that approved each new equipment lease and other financing transaction. As part of its process, the investment committee determined the estimated residual value, if any, to be used once the investment had been approved. The factors considered in determining the estimated residual value included, but were not limited to, the creditworthiness of the potential lessee, the type of equipment considered, how the equipment was integrated into the potential lessee’s business, the length of the lease and the industry in which the potential lessee operated. Residual values were reviewed for impairment in accordance with our impairment review policy.

The residual value assumed, among other things, that the asset was utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace were disregarded and it was assumed that there was no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. The residual value was calculated using information from various external sources, such as trade publications, auction data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators.

Depreciation

We recorded depreciation expense on equipment or vessel when the asset was idle or when the lease was classified as an operating lease. In order to calculate depreciation, we first determined the depreciable base, which was the equipment cost less the estimated residual value at lease termination. Depreciation expense was recorded on a straight-line basis over the lease term or over the useful life of the asset, as applicable.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Asset Impairments

The significant assets in our portfolio are periodically reviewed, no less frequently than annually or when indicators of impairment exist, to determine whether events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair market value. If there is an indication of impairment, we will estimate the future cash flows (undiscounted and without interest charges) expected from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If an impairment is determined to exist, the impairment loss will be measured as the amount by which the carrying value of a long-lived asset exceeds its fair value and recorded in our consolidated statements of operations in the period the determination is made.

The events or changes in circumstances that generally indicate that an asset may be impaired are (i) the estimated fair value of the underlying asset is less than its carrying value or (ii) the lessee is experiencing financial difficulties and it does not appear likely that the estimated proceeds from the disposition of the asset will be sufficient to satisfy the residual position in the asset. The preparation of the undiscounted cash flows requires the use of assumptions and estimates, including the level of future rents, the residual value expected to be realized upon disposition of the asset, estimated downtime between re-leasing events and the amount of re-leasing costs. Our Managing Trustee’s review for impairment includes a consideration of the existence of impairment indicators including third-party appraisals, published values for similar assets, recent transactions for similar assets, adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of the asset.

Lease Classification and Revenue Recognition

Each equipment lease we enter into is classified as either a sales-type lease, a direct financing lease or an operating lease, based upon the terms of each lease. The estimated residual value is a critical component of a lease and can directly influence the determination of lease classification.

For sales-type and direct financing leases, we capitalize, at lease inception, the total minimum lease payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease termination and the initial direct costs related to the lease to the extent fair value of the underlying asset equals its carrying value, less unearned income. Unearned income represents the difference between the sum of the minimum lease payments receivable, plus the estimated unguaranteed residual value, minus the cost of the leased equipment. Unearned income is recognized as finance income over the term of the lease using the effective interest rate method. Under a sales-type lease, selling profit, if any, arising from the lease is recognized at inception, while under a direct financing lease, selling profit, if any, is deferred and included in net investment in direct financing leases.

For operating leases, rental income is recognized on a straight-line basis over the lease term. Billed operating lease receivables are included in accounts receivable until collected or written off. We record a reserve if we deem any receivable not collectible. The difference between the timing of the cash received and the income recognized on a straight-line basis is recognized as either deferred revenue or other assets, as appropriate. Initial direct costs are capitalized as a component of the cost of the equipment and depreciated over the lease term.

Notes Receivable and Revenue Recognition

Notes receivable are reported in our consolidated balance sheets at the outstanding principal balance, plus costs incurred to originate the loans, net of any unamortized premiums or discounts on purchased loans. We use the effective interest rate method to recognize finance income, which produces a constant periodic rate of return on the investment. Unearned income, discounts and premiums are amortized to finance income in our consolidated statements of operations using the effective interest rate method. Interest receivable related to the unpaid principal is recorded separately from the outstanding balance in our consolidated balance sheets. Upon the prepayment of a note receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of finance income in our consolidated statements of operations. Our notes receivable may contain a paid-in-kind (“PIK”) interest provision. Any PIK interest, if deemed collectible, will be added to the principal balance of the note receivable and is recorded as income.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

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

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

As our financing receivables, generally notes receivable and sales-type and direct financing leases, are limited in number, our Managing Trustee is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio-based metrics. Our Managing Trustee does not use a system of assigning internal risk ratings to each of our financing receivables. Rather, each financing receivable is analyzed quarterly and categorized as either performing or non-performing based on certain factors including, but not limited to, financial results, satisfying scheduled payments and compliance with financial covenants. A financing receivable is usually categorized as non-performing only when a borrower experiences financial difficulties and has failed to make scheduled payments. Our Managing Trustee then analyzes whether the financing receivable should be placed on a non-accrual status, a credit loss reserve should be established or the financing receivable should be restructured. As part of the assessment, updated collateral value is usually considered and such collateral value can be based on a third party industry expert appraisal or, depending on the type of collateral and accessibility to relevant published guides or market sales data, internally derived fair value. Material events would be specifically disclosed in the discussion of each financing receivable held.

Financing receivables are generally placed on a non-accrual status when payments are more than 90 days past due. Additionally, our Managing Trustee periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Managing Trustee’s judgment, these accounts may be placed on 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 on non-accrual status may not be restored to accrual status until all delinquent payments have been received, and we believe recovery of the remaining unpaid receivable is probable.

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

Initial Direct Costs

We capitalized initial direct costs, including acquisition fees, associated with the origination and funding of leased assets and other financing transactions. We paid acquisition fees through the end of our operating period to our Managing Trustee of up to 2.5% of the purchase price of the investment made in Capital Assets by or on our behalf, including, but not limited to, the cash paid, indebtedness incurred or assumed, and the excess of the collateral value of the Capital Assets over the amount of the investment, if any. The costs of each transaction were amortized over the transaction term using the straight-line method for operating leases and the effective interest rate method for sales-type and direct financing leases and notes receivable in our consolidated statements of operations. Costs related to leases or other financing transactions that were not consummated were expensed in our consolidated statements of operations.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Derivative Financial Instruments

We entered into derivative financial instruments for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on our non-recourse long-term debt. We entered into these instruments only for hedging underlying exposures. We did not hold or issue derivative financial instruments for purposes other than hedging. Certain derivatives did not meet the established criteria to be designated as qualifying accounting hedges, even though we believed that these were effective economic hedges. We recognized all derivative financial instruments as either assets or liabilities on the consolidated balance sheets and measured those instruments at fair value. Changes in the fair value of such instruments were recognized immediately in earnings unless certain criteria were met. These criteria demonstrated that the derivative was expected to be highly effective at offsetting changes in the fair value or expected cash flows of the underlying exposure at both the inception of the hedging relationship and on an ongoing basis and included an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria were met, which we documented and assessed at inception and on an ongoing basis, we recognized the changes in fair value of such instruments in accumulated other comprehensive income (loss), a component of equity on the consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives were recognized immediately in earnings.

Investments - Equity Method and Cost Method

We account for our interests in entities in which we are able to exercise significant influence over operating and financial policies, generally 50% or less ownership interest, under the equity method of accounting. In such cases, our original investments are recorded at cost and adjusted for our share of earnings, losses and distributions. We account for our interests in entities where we have virtually no influence over operating and financial policies under the cost method of accounting. In such cases, our original investments are recorded at cost and any distributions received are recorded as revenue. All investments are subject to our impairment review policy.

For an investment that is accounted for under the cost method that does not have readily determinable fair values, we measure this investment at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. At each reporting period, our Managing Trustee reassesses the appropriateness of this methodology for this investment and performs a qualitative assessment by considering any impairment indicators. If the qualitative assessment indicates that an investment is impaired and its fair value is less than its net carrying value, we will write down the investment to such fair value.

Income Taxes

Prior to the transfer of all the assets and liabilities of the Partnership to the Liquidating Trust, we were taxed as a partnership for federal and state income tax purposes. Therefore, no provision for federal and state income taxes was recorded since the liability for such taxes was the responsibility of each of the individual partners rather than our business as a whole. Upon the transfer of all assets and liabilities of the Partnership to the Liquidating Trust, we continue to be taxed as a partnership for federal and state income tax purposes and the Partnership's tax position and net operating loss carryforwards continue to be effective for the Liquidating Trust. We are potentially subject to New York City unincorporated business tax (“UBT”), which is imposed on unincorporated trade or business operating in New York City. The UBT is imposed for each taxable year at a rate of 4% of taxable income allocated to New York City. Our consolidated foreign subsidiary was taxed as a corporation in its local tax jurisdiction. We use the asset and liability method of accounting for the UBT and foreign taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when it is determined that it is more likely than not that the deferred tax assets will not be realized.

Our federal, state and local income tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the applicable taxing authorities. All penalties and interest, if any, associated with income taxes are included in general and administrative expense on our consolidated statements of operations.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires our Managing Trustee to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates primarily include the determination of credit loss reserves and impairment losses. Actual results could differ from those estimates.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”), which requires lessees to recognize assets and liabilities for leases with lease terms greater than twelve months on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 implements changes to lessor accounting focused on conforming with certain changes made to lessee accounting and the previously released revenue recognition guidance. In July 2018, FASB issued ASU No. 2018-11, Leases (“ASU 2018-11”), which provides an additional transition method by allowing companies to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In addition, ASU 2018-11 provides lessors a practical expedient to not separate non-lease components from the associated lease component under certain circumstances. In December 2018, FASB issued ASU No. 2018-20, Leases (“ASU 2018-20”), which provides guidance and clarification with respect to lessor accounting associated with (i) certain taxes collected from lessees, (ii) certain lessor costs, and (iii) the recognition of variable payments for contracts with lease and non-lease components. We adopted ASU 2016-02, ASU 2018-11 and ASU 2018-20 on January 1, 2019 using the modified retrospective method, in which we applied the transition provisions at the beginning of the period of adoption rather than at the beginning of the earliest comparative period presented. Since we had no leasing arrangements as of January 1, 2019, the adoption of these lease standards did not result in a cumulative effect adjustment recognized in the opening balance of retained earnings as of January 1, 2019.

Other Recent Accounting Pronouncements

In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (“ASU 2016-13”), which modifies the measurement of credit losses by eliminating the probable initial recognition threshold set forth in current guidance, and instead reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity will apply the amendments within ASU 2016-13 through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The adoption of ASU 2016-13 becomes effective for us on January 1, 2023 (see below), including interim periods within that reporting period. Early adoption is permitted. The adoption of ASU 2016-13 is not expected to have a material effect on our consolidated financial statements.

In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements for fair value measurements. The adoption of ASU 2018-13 becomes effective for us on January 1, 2020, including interim periods within that reporting period. Early adoption is permitted. Since ASU 2018-13 only modifies disclosure requirements, this guidance is not expected to have a material effect on our consolidated financial statements.

In November 2019, FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases (“ASU 2019-10”), which defers the effective dates of three major accounting standards for certain companies. Since we are a smaller reporting company, the adoption date of ASU 2016-13 has been deferred to January 1, 2023. ASU 2019-10 had no impact on our adoption date of ASU 2016-02, ASU 2018-11 and ASU 2018-20, each of which we adopted on January 1, 2019.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

(3)

Net Investment in Notes Receivable

As of December 31, 2019, we had no net investment in notes receivable on non-accrual status and no net investment in notes receivable that was past due 90 days or more and still accruing. As of December 31, 2018, we had investment in notes receivable on non-accrual status of $23,765,625, of which $14,571,160 was reserved. See below for further details regarding our note receivable related to LSC. As of December 31, 2018, we had net investment in notes receivable of $4,822,153, of which $170,689 was past due 90 days or more and still accruing. See below for further details regarding our note receivable related to CFL.

Net investment in notes receivable consisted of the following:

	December 31,
	2019		2018
Principal outstanding ⁽¹⁾	$	1,332,874	$	31,070,347
Deferred fees		-		(1,139,812	)
Credit loss reserve ⁽²⁾		-		(14,571,160	)
Net investment in notes receivable ⁽³⁾	$	1,332,874	$	15,359,375

⁽¹⁾As of December 31, 2019 and 2018, total principal outstanding related to our impaired loan was $1,332,874 and $26,202,847, respectively.

⁽²⁾As of December 31, 2018, we had a credit loss reserve of $15,490,776 related to LSC, of which $919,616 was reserved against the accrued interest receivable included in other assets and $14,571,160 was reserved against net investment in notes receivable.

⁽³⁾As of December 31, 2019 and 2018, net investment in notes receivable related to our impaired loan was $1,332,874 and $10,537,222, respectively.

LSC

On April 5, 2013, we made a secured term loan in the amount of $13,500,000 to LSC as part of an $18,000,000 facility. The loan bore interest at 13.5% per year and was scheduled to mature on August 1, 2018. The loan was secured by, among other things, a second priority security interest in LSC’s liquid storage tanks, blending lines, packaging equipment, accounts receivable and inventory. On December 30, 2016, we, ICON Equipment and Corporate Infrastructure Fund Fourteen Liquidating Trust (formerly, ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.) (“Fund Fourteen”) and ICON ECI Fund Sixteen Liquidating Trust (formerly, ICON ECI Fund Sixteen) (“Fund Sixteen”), each an entity also managed by our Managing Trustee, entered into a new secured term loan agreement with LSC to provide a loan in the aggregate amount of $32,500,000, of which our commitment of $24,375,000 was funded on such date. The new loan bore interest at the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus 11% per year, and was for a period of four years maturing on December 30, 2020. The new loan was secured by a second priority security interest in LSC's accounts receivable and inventory and a first priority security interest in all of LSC’s other assets. On December 30, 2016, LSC used a portion of the proceeds from the new loan to satisfy its obligations in connection with the prior loan by making a prepayment of $10,306,130, comprised of all outstanding principal, accrued interest and a prepayment fee of $202,081. The prepayment fee was recognized as additional finance income.

LSC was experiencing financial difficulties and had failed to make its quarterly in-arrears payments since July 1, 2018. During the three months ended September 30, 2018, LSC engaged a chief restructuring officer and we were working with LSC and its stakeholders to assess LSC’s financial condition for purposes of formulating a restructuring plan. As part of these discussions, on October 19, 2018, we, LSC and each of its other lenders entered into forbearance agreements under which we agreed to forbear from exercising our rights under the loan agreement as a result of LSC’s various defaults until no later than January 15, 2019 while we, LSC and each of its other stakeholders continued negotiating a restructuring plan. In light of these developments, our Managing Trustee placed the note receivable on non-accrual status and determined that there was doubt regarding the collectability of the note receivable. Our Managing Trustee assessed the collectability of the note receivable by using a weighted-average of the concluded values from a market approach and an income approach utilizing (i) an enterprise value derived from adjusted EBITDA multiples of certain comparable public companies and of certain targeted/acquired companies and (ii) the value derived from discounted cash flows using company-specific projections and discount rates for companies of similar size and/or risk profiles. Based on such assessment, our Managing Trustee believed that we could potentially not be able to recover approximately $7,500,000 to $11,300,000 of the outstanding balance due from LSC as of September 30, 2018. During the three months ended September 30, 2018, we recorded a credit loss of $10,090,776 based on this assessment, which our Managing Trustee believed was the best estimate considering information that was then currently available.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

In 2019, we, LSC and each of its other lenders amended the forbearance agreements on multiple occasions, with the last amendment extending the forbearance period to June 4, 2019, while LSC and its advisers negotiated with a strategic buyer for the sale of all or substantially all of LSC’s assets or outstanding equity and to allow time for such buyer to perform its due diligence investigation of LSC. On February 15, 2019, we, Fund Fourteen and Fund Sixteen provided a “first-out” senior secured bridge loan in the aggregate amount of $500,000 to LSC, of which our commitment was $375,000, that (i) was scheduled to mature on the termination of the forbearance period without extension by all parties; and (ii) was secured by a first priority security interest in all of LSC’s assets. On the same date, LSC’s senior lender also provided a “first-out” senior secured bridge loan in the aggregate amount of $1,000,000 on the same terms and conditions as our bridge loan to LSC. In February 2019, LSC and the buyer signed a letter of intent for the purchase of all or substantially all of LSC’s assets or outstanding equity, subject to certain customary closing conditions, including satisfactory completion of the buyer’s due diligence investigation. On March 7, 2019, the buyer of LSC provided a “first-out” senior secured bridge loan in the amount of $3,000,000 to LSC for its working capital purposes while sale negotiations were ongoing that (a) was scheduled to mature on September 7, 2019 and (b) shared priority in repayment with our and the senior lender’s bridge loans provided to LSC on February 15, 2019.

Our Managing Trustee reassessed the collectability of the impaired loan based on these developments as well as updated appraised values of the collateral securing our loan and determined that we could potentially not be able to recover an additional $4,500,000 to $11,783,000 of the outstanding balance due from LSC. As a result, during the three months ended December 31, 2018, we recorded an additional credit loss of $5,400,000, which our Managing Trustee believed was the best estimate within this range considering information that was then currently available.

On May 28, 2019, the buyer completed the purchase of substantially all of the assets of LSC and a portion of the sales proceeds was used by LSC to repay the note receivable, of which we received $7,642,656. As a result of this repayment, an additional loss of $832,344 was recorded during the year ended December 31, 2019. In addition, we wrote off an aggregate credit loss reserve previously recognized of $15,490,776 and the same corresponding balance related to the note and interest receivables during the year ended December 31, 2019.

As of December 31, 2018, our net investment in note receivable related to LSC was $8,100,000. During the year ended December 31, 2019, we did not recognize any finance income. During the year ended December 31, 2018, we recognized finance income of $2,011,380, of which no amount was recognized on a cash basis.

TMA

On July 14, 2014, we, ICON Leasing Fund Twelve Liquidating Trust (formerly, ICON Leasing Fund Twelve, LLC) (“Fund Twelve”), an entity also managed by our Managing Trustee, and Fund Fourteen (collectively, “ICON”), entered into a secured term loan credit facility agreement with TMA to provide a credit facility of up to $29,000,000 (the “ICON Loan”), of which our commitment of $3,625,000 was funded on August 27, 2014 (the “TMA Initial Closing Date”). The facility was used by TMA to acquire and refinance two platform supply vessels. At inception, the loan bore interest at LIBOR, subject to a 1% floor, plus a margin of 17%. Upon the acceptance of both vessels by TMA’s sub-charterer on September 19, 2014, the margin was reduced to 13%. On November 24, 2014, ICON entered into an amended and restated senior secured term loan credit facility agreement with TMA pursuant to which an unaffiliated third party (the “Senior Lender”) agreed to provide a senior secured term loan in the amount of up to $89,000,000 (the “Senior Loan,” and collectively with the ICON Loan, the “TMA Facility”) to acquire two additional vessels. The TMA Facility had a term of five years from the TMA Initial Closing Date. As a result of the amendment, the margin for the ICON Loan increased to 15% and repayment of the ICON Loan became subordinated to the repayment of the Senior Loan. The TMA Facility is secured by, among other things, a first priority security interest in the four vessels and TMA’s right to the collection of hire with respect to earnings from the sub-charterer related to the four vessels. As a condition to the amendment and increased size of the TMA Facility, TMA was required to cause all four platform supply vessels to be under contract by March 31, 2015. Due to TMA’s failure to meet such condition, TMA was in technical default and in payment default while available cash was swept by the Senior Lender and applied to the Senior Loan in accordance with the loan agreement. As a result, the principal balance of the Senior Loan amortized at a faster rate. In January 2016, the remaining two previously unchartered vessels commenced employment. Our Managing Trustee assessed the collectability of the note receivable at each reporting date, as applicable, as TMA’s credit quality slowly deteriorated and the fair market value of the collateral decreased. During the three months ended June 30, 2017, our Managing Trustee believed it was prudent to place the note receivable on non-accrual status. In September 2017, our Managing Trustee met with certain restructuring advisors engaged by TMA to discuss a potential restructuring of the company. On December 26, 2017, ICON, the Senior Lender and TMA entered into a restructuring support and lock-up agreement to commit to a restructuring of TMA’s outstanding debt obligations and to provide additional funding to TMA, subject to execution of definitive agreements (further described below). As a result of these developments and a decrease in fair market value of the collateral, in which we had a second priority interest, our Managing Trustee assessed the collectability of the note receivable and recorded an aggregate credit loss of $2,615,158 for the year ended December 31, 2017.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

On January 5, 2018, ICON, the Senior Lender and TMA executed all definitive agreements including, without limitation, the second amended and restated term loan credit facility agreement in connection with the restructuring of the TMA Facility (the “Second Amendment”). Under the Second Amendment, ICON funded a total of $8,000,000 in exchange for (i) all amounts payable under the Senior Loan would amortize at a faster rate, at which time ICON would become the senior lender and have a first priority security interest in the four vessels and TMA’s right to the earnings generated by the vessels; and (ii) a 12.5% equity interest in two affiliates of TMA. Also as part of the Second Amendment, ICON agreed to reduce its aggregate notes and interest receivables to $20,000,000 in connection with the overall restructuring plan. As a result of the Second Amendment, on January 5, 2018, we funded our additional commitment of $1,000,000, which represented our share of the total additional commitment to TMA, and our note and interest receivables due from TMA were reduced to $2,500,000. As of January 5, 2018, of our $1,000,000 additional commitment to TMA, (a) $450,000 represented our 12.5% share of the fair value of the 12.5% equity interest in two affiliates of TMA (see Note 7), which was based on an independent third-party valuation and (b) the remaining $550,000 represented an additional loan to TMA. As a result of this restructuring, during the three months ended March 31, 2018, we wrote off the allowance for credit loss of $2,615,158 related to TMA, of which $1,064,668 was previously reserved against the accrued interest receivable and $1,550,490 was previously reserved against our net investment in notes receivable. In addition, we also wrote off the corresponding $1,064,668 accrued interest receivable. In accordance with the Second Amendment, our restructured loan of $2,500,000 bears interest at a rate of 12% per year and is scheduled to mature on January 5, 2021. The amended TMA Facility is secured by substantially the same collateral that secured the TMA Facility prior to the restructuring. Since the closing of the restructuring, the ICON Loan has been accounted for on an accrual basis.

On June 12, 2018, all of TMA’s obligations to the Senior Lender and all amounts payable under the Senior Loan were satisfied in full. As a result, ICON became the agent and senior lender and has a first priority security interest in the four vessels and TMA’s right to the earnings generated by the vessels. Interest was accrued as PIK interest until the Senior Loan was satisfied in full. Upon satisfaction of the Senior Loan, (i) $131,667 of PIK interest was reclassified to principal; and (ii) the ICON Loan was being amortized at 25% per year and together with interest, is payable quarterly in arrears. On July 5, 2018, we extended the due date of certain payments from TMA for an additional 15 days for a fee of $3,750. Such payments were thereafter timely received from TMA. On October 4, 2018, we extended the due date of the quarterly interest and principal payments from TMA for an additional 20 days for a fee of $5,000. The fee was timely received, but the quarterly interest and principal payments were not received from TMA until November 9, 2018.

On April 5, 2019, we extended the due date of the quarterly interest and principal payments from TMA for an additional 25 days for a fee of $3,125, in which all of such payments were thereafter received from TMA on or around the extended due date. During the year ended and as of December 31, 2019, TMA was in default of its obligations under the ICON Loan and the related transaction documents due to, among other things, TMA’s breach of certain covenants. On November 26, 2019, we advised TMA that we were placing the ICON Loan in default, accelerating the repayment of all amounts payable under the ICON Loan and demanded that TMA and/or its guarantors immediately repay such amounts to us. TMA and its guarantors failed to make such payments. As a result, we have further exercised our rights under the loan agreement to (i) charge default interest on all outstanding amounts payable under the ICON Loan; and (ii) periodically sweep a portion of the charter payments received from the sub-charterers related to the four vessels securing the ICON Loan for the purpose of paying down all outstanding amounts owed from TMA. As of December 31, 2019, this sweeping mechanism has allowed the principal balance of the ICON Loan to amortize at a faster rate. Simultaneously, TMA is engaging in discussions with potential financing sources for a refinancing transaction that could enable TMA to repay the ICON Loan.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

As of December 31, 2019 and 2018, our net investment in note receivable related to TMA was $1,332,874 and $2,437,222, respectively. For the years ended December 31, 2019 and 2018, we recognized finance income of $255,594 and $317,938, respectively, of which no amount was recognized on a cash basis.

CFL

On December 20, 2016, we, Fund Fourteen and Fund Sixteen entered into a secured term loan credit facility agreement with CFL to provide a credit facility of up to $7,400,000, of which our commitment of $5,550,000 was funded on December 21, 2016. The loan bore interest at 8% per year and we were entitled to an equity participation fee based partly on the fair market value of the vessel upon repayment of the loan. The loan was scheduled to mature on December 21, 2020 and was secured by, among other things, a first priority security interest in and earnings from a motor cargo vessel. CFL and Industrial Maritime Carriers (Bermuda), Ltd. (“IMC”), the sub-charterer of the vessel, were in default of their respective obligations under the loan documents and the sub-charter, respectively, due to, among other things (i) CFL frequently incurred shortfalls on its quarterly payments to us under the loan agreement; (ii) CFL’s failure to ensure the payment of, and IMC’s failure to pay, all sub-charter payments related to the vessel directly into a designated earnings account; (iii) CFL’s failure to maintain a minimum liquidity amount in such designated earnings account; and (iv) CFL’s failure to satisfy its financial reporting requirements under the loan agreement. As a result, on October 5, 2018, we advised CFL that we were accelerating the repayment of all amounts payable under the loan and demanded that CFL and/or its guarantors immediately repay such amounts to us. CFL and its guarantors failed to make such payments. On October 22, 2018, we exercised our rights under the loan documents to assume CFL’s obligations under the sub-charter with IMC and appointed our designee to replace CFL as the owner of the vessel solely for purposes of the sub-charter. As a result, sub-charter payments were paid directly to us by IMC during late February to early April of 2019 to partially satisfy amounts payable under the loan.

In January 2019, we further exercised our rights under the loan documents and appointed our designee to replace a CFL affiliate to manage the day-to-day technical and operational activities of the vessel. In April 2019, we exercised our security rights under the loan documents and arrested the motor cargo vessel after filing a complaint with, and receiving an order of arrest and seizure from, the United States District Court for the Southern District of Texas (the “Court”). Shortly thereafter, we filed with the Court a motion for judicial sale of the vessel in order for us to ultimately sell the vessel and allocate the sale proceeds to repay all or a portion of the outstanding amounts owed by CFL under the loan. On May 30, 2019, after the Court rejected all of CFL’s arguments made and motions filed in CFL’s attempt to prevent the sale of the vessel, the Court ordered that the sale take place at a public auction conducted by the U.S. Marshal on June 25, 2019. At the public auction, we submitted the minimum bid on the vessel based on credit (a non-cash bid based on our standing as a creditor of CFL with claims against the vessel). No other party that attended the auction submitted a bid and therefore, we won the auction and ownership of the vessel. On July 10, 2019, the Court rejected additional opposition by CFL and issued an order confirming the June 25, 2019 judicial sale of the vessel to us and ordered the U.S. Marshal to issue a bill of sale reflecting the ownership change. On July 11, 2019, the U.S. Marshal issued a bill of sale reflecting the owner of the vessel as ICON Momentum, LLC (“ICON Momentum”), a newly-formed joint venture owned 75% by us, 17% by Fund Fourteen and 8% by Fund Sixteen. The credit bid at the public auction, and the judicial sale of the vessel to ICON Momentum, were all non-cash in nature. As a result, in substance, we received our proportionate share of ownership in the vessel through ICON Momentum based on our proportionate share of the credit facility that was funded to CFL in December 2016, with the goal of ultimately selling the vessel and allocating the sale proceeds to repay all or a portion of the outstanding amounts owed by CFL under the loan. We did not recognize any gain or loss as part of these transactions. As of July 11, 2019, the net investment in note and interest receivables due from CFL was $5,253,131, which our Managing Trustee deemed to be collectible through the bareboat charter that ICON Momentum entered into, as further described below. We reserve the right to seek further recovery from CFL to the extent the cash proceeds generated from the vessel were less than the outstanding amounts owed by CFL under the loan, as well as any vessel operating expenses and other costs we have incurred on behalf of CFL or incurred as a result of exercising our rights against CFL and the vessel.

In order to commence generating cash proceeds from the vessel, ICON Momentum subsequently entered into a six-month bareboat charter with FWN and ultimately sold the vessel to FWN (see Note 5). From the time ICON Momentum took ownership of the vessel until the bareboat charter became effective in October 2019, ICON Momentum incurred depreciation expense of $216,108.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Credit loss allowance activities for the years ended December 31, 2019 and 2018 were as follows:

Credit Loss Allowance
Allowance for credit loss as of December 31, 2017	$	2,615,158
Provisions		15,490,776
Write-offs, net of recoveries		(2,615,158	)
Allowance for credit loss as of December 31, 2018	$	15,490,776
Provisions		-
Write-offs, net of recoveries		(15,490,776	)
Allowance for credit loss as of December 31, 2019	$	-

(4)

Leased Equipment at Cost

As of December 31, 2019 and 2018, we no longer had any leased equipment at cost in our portfolio. Depreciation expense related to leased equipment at cost was $4,440,729 for the year ended December 31, 2018.

Geotechnical Drilling Vessels

On December 23, 2015, ICON Fugro Holdings, LLC ("ICON Fugro"), a joint venture owned 75% by us, 15% by Fund Fourteen and 10% by Fund Sixteen, through two indirect subsidiaries, entered into memoranda of agreement to purchase two geotechnical drilling vessels, the Fugro Scout and the Fugro Voyager (collectively, the “Fugro Vessels”), from affiliates of Fugro N.V. (“Fugro”) for an aggregate purchase price of $130,000,000. The aggregate purchase price was funded by the indirect subsidiaries through (i) $16,500,000 in cash; (ii) $91,000,000 in financing through a senior secured loan from ABN AMRO Bank N.V. (“ABN AMRO”), Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”) and NIBC Bank N.V. (“NIBC”); and (iii) seller’s credits of $22,500,000. The Fugro Scout and the Fugro Voyager were delivered on December 24, 2015 and January 8, 2016, respectively. The Fugro Vessels were bareboat chartered to affiliates of Fugro for a period of 12 years upon the delivery of each respective vessel, although such charters could have been terminated by the indirect subsidiaries after year five.

As a result of Fugro obtaining additional third-party financing, effective December 31, 2016, the indirect subsidiaries and the affiliates of Fugro amended the bareboat charters to, among other things, increase the daily charter rate and provide for additional security deposits. In anticipation of a potential breach of a financial covenant by Fugro on December 31, 2017, effective December 29, 2017, the indirect subsidiaries and the affiliates of Fugro further amended the bareboat charters on April 6, 2018 to, among other things, amend certain financial covenants, increase the daily charter rate and provide for additional security deposits. As part of this amendment, ICON Fugro received a fee of $55,000.

On September 7, 2018, an unaffiliated third-party purchased 100% of the limited liability company interests of ICON Fugro for net sales proceeds of $27,727,846. As a result, we recorded a loss on sale of $2,193,117 during the year ended December 31, 2018, which is included in loss on sale of subsidiary on our consolidated statements of operations. Through the acquisition of the interests of ICON Fugro, the third-party purchaser acquired ownership of the Fugro Vessels and assumed all outstanding senior debt obligations in the amount of $72,041,666 due to ABN AMRO, Rabobank and NIBC and the seller's credit in the amount of $15,249,948 due to affiliates of Fugro. For the year ended December 31, 2018, pre-tax income of ICON Fugro was $2,466,856, of which the pre-tax income attributable to us was $1,850,412.

(5)

Net Investment in Sales-Type Lease

As of December 31, 2019, we had no net investment in sales-type lease on non-accrual status and no net investment in sales-type lease that was past due 90 days or more and still accruing. As of December 31, 2018, we did not have any equipment subject to leases in our portfolio.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Net investment in sales-type lease consisted of the following:

	December 31, 2019
Minimum rents receivable	$	6,842,000
Unearned income		(55,370	)
Net investment in sales-type lease	$	6,786,630

Motor Cargo Vessel

As a result of (i) the continuous defaults of the secured term loan credit facility and related transaction documents by CFL; (ii) our arrest and seizure of the motor cargo vessel in April 2019; (iii) the judicial sale of the vessel in June 2019 by way of public auction; and (iv) the Court’s confirmation of such judicial sale in July 2019, the U.S. Marshal issued a bill of sale on July 11, 2019 reflecting ICON Momentum, a joint venture owned 75% by us, as the owner of the vessel (see Note 3). In order to commence generating cash proceeds from the vessel, in July 2019, ICON Momentum entered into a six-month bareboat charter with FWN that (a) became effective on October 10, 2019; (b) provided for the monthly drawdown of charter hire deposited by FWN with ICON Momentum; and (c) granted FWN options to purchase the vessel during the charter period. Upon commencement of the charter, FWN provided (A) a charter hire deposit of $690,000 to be drawn upon monthly by ICON Momentum to satisfy FWN’s payment of monthly charter hire, and (B) a $150,000 non-refundable purchase option deposit to be applied to the purchase option price to acquire the vessel, to the extent the purchase option was exercised. As of December 31, 2019, such deposits totaled $516,000 and were accounted for as liabilities. ICON Momentum accounted for the charter as a sales-type lease and the joint venture recognized a selling profit of $208,227 on the commencement of the charter. Total lease income recognized by the joint venture for the year ended December 31, 2019 was $114,295, which is included in finance income on the consolidated statements of operations. Minimum rents receivable of $6,842,000, which includes the purchase option price of $6,722,000, was all due in 2020.

On February 10, 2020, FWN exercised its option to purchase the vessel pursuant to the terms of the bareboat charter for a purchase price of $6,722,000. No gain or loss was recognized from this sale transaction.

(6)

Vessel

On December 19, 2011, a joint venture owned 60% by us and 40% by Fund Fourteen agreed to purchase an offshore support vessel, the AMC Ambassador (f/k/a the Lewek Ambassador), from Ezram, LLC, a wholly-owned subsidiary of Ezra Holdings Limited (“Ezra”). On December 20, 2011, the joint venture funded $9,000,000 of the purchase price through a combination of related party debt (see Note 9) and equity from us and Fund Fourteen, with the remaining portion to be funded upon delivery of the vessel. Simultaneously with the initial funding, the joint venture entered into a bareboat charter with a lessee for a period of nine years to commence on the delivery date of the vessel. The lessee’s obligations were guaranteed by Ezra. The vessel was delivered on June 4, 2012 and the purchase price was set at $24,869,000. The joint venture financed the remaining purchase price with non-recourse long-term debt totaling $17,500,000.

In May 2016, the lessee began paying its monthly charter payments late and all charter payments ceased since the payment due in December 2016. During the year ended December 31, 2017, (i) the lessee and Ezra defaulted on their obligations and both filed for bankruptcy, (ii) the bareboat charter and the time charter were both terminated by the Bankruptcy Court and (iii) we repossessed the AMC Ambassador. We recorded credit loss of $7,271,958 during the year ended December 31, 2016 while AMC Ambassador was on lease to the lessee and recorded an aggregate impairment loss of $3,817,962 during the year ended December 31, 2017 after we repossessed the vessel.

On June 27, 2018, we sold the AMC Ambassador to a third-party purchaser for $1,500,000. A portion of the sale proceeds was used to satisfy in full certain third-party claims against the vessel of $555,456, with the remaining portion used to settle our non-recourse long-term debt obligations related to the vessel. As a result, we recognized a loss on sale of vessel of $2,045,055 and recognized a gain on extinguishment of debt of $4,764,270. Depreciation expense related to the AMC Ambassador was $154,945 for the year ended December 31, 2018.

For the year ended December 31, 2018, pre-tax income associated with this joint venture was $1,696,092. For the year ended December 31, 2018, pre-tax income attributable to us associated with this joint venture was $1,017,655.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

(7)

Investment in Joint Ventures

TMA

As part of the restructuring of our note receivable with TMA in January 2018, two joint ventures, each owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fourteen, acquired a 12.5% equity interest in two affiliates of TMA. The joint ventures accounted for such equity interest under the equity method until June 29, 2018, when the joint ventures no longer had influence over the operating and financial policies of these two affiliates of TMA and as a result, commenced accounting for such equity interests under the cost method.

LPG Tanker Vessels

On March 21, 2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fourteen, through two indirect subsidiaries, entered into memoranda of agreement to purchase two LPG tanker vessels, the EPIC Bali and the EPIC Borneo (f/k/a the SIVA Coral and the SIVA Pearl, respectively) (collectively, the “EPIC Vessels”), from Foreguard Shipping I Global Ships Ltd. (f/k/a Siva Global Ships Limited) (“Foreguard Shipping”) for an aggregate purchase price of $41,600,000. The EPIC Bali and the EPIC Borneo were delivered on March 28, 2014 and April 8, 2014, respectively. The EPIC Vessels were bareboat chartered to an affiliate of Foreguard Shipping for a period of eight years upon the delivery of each respective vessel. The EPIC Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through a senior secured loan from DVB Group Merchant Bank (Asia) Ltd. (“DVB Asia”) and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to the joint venture was $1,022,225. On December 26, 2017, the indirect subsidiaries amended the bareboat charters with Foreguard Shipping to, among other things, waive the continuing event of default and increase the monthly charter hire payable by Foreguard Shipping for each vessel. In addition, Foreguard Shipping paid an aggregate amendment fee of $1,087,512. On December 26, 2017, the indirect subsidiaries also amended the loan agreement with DVB Asia to, among other things, waive the continuing event of default and provide for an aggregate partial prepayment on the senior secured loan of $1,240,000.

As part of our Managing Trustee’s and ABN AMRO Securities’ efforts to identify and execute the sale of certain of our shipping and offshore energy assets, a price indicator from a potential purchaser triggered an impairment assessment on our investment in this joint venture. As a result of such assessment, our Managing Trustee believed that the loss in value of this investment was other than a temporary decline and as a result, determined to record an impairment loss of $231,000 on our investment in joint venture related to Foreguard Shipping during the year ended December 31, 2017.

On February 14, 2018, Foreguard Shipping purchased the EPIC Vessels from the indirect subsidiaries for an aggregate purchase price of $32,412,488. As a result, the bareboat charters were terminated. A portion of the proceeds from the sale of the EPIC Vessels was used to satisfy in full the seller's credit to Foreguard Shipping and the related outstanding non-recourse long-term debt obligations to DVB Asia. As a result, the joint venture recorded a loss of $3,018,839, of which our share was $377,355. The loss was primarily due to (i) the seller’s credit, which was satisfied in full at its maturity amount of $9,500,000 rather than its then-present value of $7,355,183 recorded on the joint venture’s books prior to the sale, and (ii) the write-off of the remaining unamortized indirect costs.

Offshore Supply Vessel

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 Asia 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.

Since July 2017, Pacific Crest failed to make its monthly charter payments and our Managing Trustee was advised in July 2017 that Pacific Crest was engaged in discussions with its lenders regarding a potential restructuring of its outstanding debt obligations. As a result, commencing July 1, 2017, the joint venture ceased recognizing rental income on the lease. During the year ended December 31, 2017, the joint venture performed impairment tests on the vessel and recorded an aggregate impairment loss of $19,295,230, of which we were only allocated $1,758,641 as our investment in the joint venture was written down to zero.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

On April 20, 2018, the joint venture and DVB Asia entered into an agreement (the “DVB Asia Agreement”) under which the parties agreed (i) to cooperate to market and sell the offshore supply vessel, (ii) on the application of any future payments that may be received by the joint venture from Pacific Crest and/or Pacific Radiance Ltd. (“Pacific Radiance”), the guarantor of Pacific Crest’s obligations under the bareboat charter related to the vessel, in settlement of all obligations and liabilities of Pacific Crest and Pacific Radiance under the bareboat charter and the guaranty, respectively, and (iii) on the application of the sale proceeds from any future sale of the vessel. On December 18, 2018, the joint venture and DVB Asia entered into an addendum to the DVB Asia Agreement (the “DVB Asia Addendum”) under which the joint venture agreed to continue providing certain administrative and operational services related to the vessel until the earlier of the sale of the vessel and March 14, 2019. DVB Asia agreed to reimburse the joint venture (a) for such administrative services in an amount not to exceed $16,500, and (b) for all operational and technical management costs related to the vessel.

On May 14, 2018, the joint venture entered into a settlement agreement with Pacific Crest, Pacific Radiance and DVB Asia under which, among other things, (i) the parties agreed to terminate the bareboat charter and the joint venture released Pacific Crest and Pacific Radiance from all obligations and liabilities under the bareboat charter and the guaranty, respectively, in each case upon the joint venture’s receipt of a $1,000,000 payment from Pacific Crest, a portion of which was used to make a partial repayment on the outstanding debt to DVB Asia; (ii) the parties agreed to cooperate to market and sell the offshore supply vessel; and (iii) Pacific Crest released the joint venture from its obligation to repay the seller's credit and Pacific Crest continued to maintain the vessel in its then current condition until December 15, 2018. Effective December 16, 2018, we engaged the existing ship management company for the vessel, with costs to be reimbursed by DVB Asia under the DVB Asia Addendum. On May 18, 2018, the joint venture received the $1,000,000 payment from Pacific Crest, of which (a) the joint venture was allocated $566,667, of which our share was $70,833 and (b) the remaining $433,333, net of any reimbursement from DVB Asia pursuant to the DVB Asia Agreement and the DVB Asia Addendum, was applied toward the repayment of the joint venture’s outstanding non-recourse debt to DVB Asia. As a result, the joint venture recognized $1,000,000 of income as part of this arrangement, of which our share was $125,000.

On May 16, 2018, Pacific Radiance and its subsidiaries (including Pacific Crest) made applications to the Singapore High Court seeking interim protection against legal proceedings and other claims as they sought to restructure their outstanding debt obligations with stakeholders. On June 11, 2018, the Court granted such protection to Pacific Radiance and its subsidiaries (including Pacific Crest) until December 2018, which was further extended on multiple occasions in 2019.

On June 4, 2018, the joint venture entered into an exclusivity agreement with a potential purchaser of the offshore supply vessel under which the joint venture agreed to exclusively negotiate with such potential purchaser for the sale of the vessel to permit the potential purchaser to bid on a bareboat charter that if accepted, would have employed the offshore supply vessel. In exchange for exclusivity, the potential purchaser paid a $25,000 nonrefundable fee to the joint venture. The exclusivity agreement expired and the joint venture was informed by the potential purchaser that it would not proceed with the purchase of the vessel.

As a result of the termination of the bareboat charter, the joint venture reclassified the offshore supply vessel from leased equipment at cost to vessel on its consolidated balance sheet as of June 30, 2018 at the then net carrying value of $5,400,000. During the remainder of 2018, the joint venture continued to work with DVB Asia, Pacific Crest and Pacific Radiance to identify sale opportunities. On December 11, 2018, the joint venture signed a memorandum of agreement to sell the vessel to a third-party purchaser, subject to satisfaction of closing conditions. Based on offers received from potential purchasers through prior negotiations, and the agreed upon purchase price pursuant to the memorandum of agreement, our Managing Trustee performed impairment tests and determined that the joint venture should record an aggregate impairment loss of $10,611,836 during the year ended December 31, 2018, of which no loss was allocated to us as our investment in joint venture was previously written down to zero.

Upon the satisfaction of all closing conditions, on March 11, 2019, the joint venture sold the vessel to the third-party purchaser for $2,300,000 in accordance with the memorandum of agreement and incurred selling costs of $178,614. The joint venture recorded a gain of $43,386 as a result of the sale. In addition, the joint venture recognized a gain on extinguishment of debt of $16,340,934 in May 2019 by using its remaining cash on hand, inclusive of the net sale proceeds from the vessel, to pay down a portion of the outstanding debt obligations, with DVB Asia forgiving the repayment of the joint venture’s remaining outstanding debt obligations. We were not allocated any gain from the sale of the vessel or from the gain on extinguishment of debt during the year ended December 31, 2019 as our investment in joint venture was previously written down to zero and our share of such gains did not exceed our share of losses previously not recognized.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

(8)

Non-Recourse Long-Term Debt

As of December 31, 2019 and 2018, we had no non-recourse long-term debt obligations. All of our non-recourse long-term debt obligations consisted of notes payable in which the lender had a security interest in the underlying assets. If the borrower defaulted on the underlying lease or loan, resulting in our default on the non-recourse long-term debt, the assets could have been foreclosed upon and the proceeds would have been remitted to the lender in extinguishment of that debt.

On June 4, 2012, a joint venture owned 60% by us and 40% by Fund Fourteen drew down on its loan facility with DVB Bank SE (“DVB SE”) in the amount of $17,500,000 at a fixed rate of 4.997% to partly finance the purchase of the AMC Ambassador. On June 27, 2018, the remaining portion of the proceeds from the sale of the AMC Ambassador of $944,544 was used to settle our non-recourse debt obligations to DVB SE. As a result, we recognized a gain on extinguishment of debt of $4,764,270 after amortizing the remaining deferred financing costs.

We, through two indirect subsidiaries, partly financed the acquisition of the Fugro Vessels by entering into a non-recourse facility agreement with ABN AMRO, Rabobank and NIBC in the aggregate amount of $91,000,000. The senior secured loans bore interest at LIBOR plus 2.95% per year and were scheduled to mature on December 31, 2020. On February 8, 2016, the indirect subsidiaries entered into interest rate swap agreements to effectively fix the interest rate of the senior secured loans from a variable rate of LIBOR plus 2.95% per year to a fixed rate of 4.117% per year. As part of amending the bareboat charters with the affiliates of Fugro, the indirect subsidiaries amended the facility agreement with ABN AMRO, Rabobank and NIBC to, among other things, increase the interest rate on the senior secured loans to share the economic benefits of the amended bareboat charters (see Note 4). As a result, the interest rate on the senior secured loans increased twice to a maximum of LIBOR plus 3.7%, without modifying the interest rate swap agreements.

On September 7, 2018, as part of the sale of 100% of the limited liability company interests of ICON Fugro, the unaffiliated third-party purchaser assumed all outstanding senior debt obligations of $72,041,666 to ABN AMRO, Rabobank and NIBC associated with the Fugro Vessels.

As of December 31, 2019 and 2018, we had no capitalized net debt financing costs. For the year ended December 31, 2018, we recognized interest expense of $345,329 related to the amortization of debt financing costs associated with our non-recourse long-term debt.

(9)

Transactions with Related Parties

We entered into agreements with our Managing Trustee and CION Securities whereby we paid or pay certain fees and reimbursements to these parties. CION Securities was entitled to receive a 3.0% dealer-manager fee from the gross proceeds from sales of our Interests.

We paid our Managing Trustee (i) a management fee of up to 3.50% of the gross periodic payments due and paid from our investments and (ii) acquisition fees, through the end of our operating period, of up to 2.50% 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. Effective July 1, 2016, our Managing Trustee reduced its management fee by 50% (up to 1.75% of the gross periodic payments due and paid from our investments). Effective December 1, 2017, our Managing Trustee waived all future management fees.

In addition, we reimbursed our Managing Trustee and its affiliates for organizational and offering expenses incurred in connection with our organization and offering. The reimbursement of these expenses was capped at the lesser of 1.44% of the gross offering proceeds and the actual costs and expenses incurred by our Managing Trustee and its affiliates. Our Managing Trustee also has a 1% interest in our profits, losses, distributions and liquidation proceeds.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

In addition, our Managing Trustee and its affiliates are reimbursed for administrative expenses incurred in connection with our operations. Administrative expense reimbursements are costs incurred by our Managing Trustee or its affiliates that are necessary to our operations. These costs include our Managing Trustee’s and its affiliates’ legal, accounting, investor relations and operations personnel costs, as well as professional fees and other costs that are charged to us based upon the percentage of time such personnel dedicate 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 Managing Trustee.

We paid distributions to our Managing Trustee of $136,606 and $252,099 for the years ended December 31, 2019 and 2018, respectively. Our Managing Trustee’s interest in our net loss was $27,695 and $141,267 for the years ended December 31, 2019 and 2018, respectively.

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

			Years Ended December 31,
Entity	Capacity	Description	2019		2018
ICON Capital, LLC	Managing Trustee	Administrative expense reimbursements ⁽¹⁾	$	595,541	$	863,567
Fund Fourteen	Noncontrolling interest	Interest expense ⁽¹⁾		-		200,930
			$	595,541	$	1,064,497

⁽¹⁾ Amount charged directly to operations.

At December 31, 2019 and 2018, we had a net receivable (payable) of $419,871 and ($283,360), respectively, due from/to our Managing Trustee and affiliates. At December 31, 2019, the receivable primarily consisted of a joint venture distribution of $629,985 due from Fund Sixteen, partially offset by a payable of $209,899 due to our Managing Trustee for administrative expense reimbursements. At December 31, 2018, the payable primarily consisted of administrative expense reimbursements due to our Managing Trustee.

During the year ended December 31, 2018, as a result of the sale of the AMC Ambassador by a joint venture owned 60% by us in 2018 (see Note 6), the balance of the note payable and related accrued interest of $3,551,674 due to Fund Fourteen related to its 40% noncontrolling interest in the joint venture was converted to investment by noncontrolling interests.

(10)

Derivative Financial Instruments

We recognized all derivative financial instruments as either assets or liabilities on our consolidated balance sheets and measured those instruments at fair value. Changes in the fair value of such instruments were recognized immediately in earnings unless certain criteria were met. These criteria demonstrated that the derivative was expected to be highly effective at offsetting changes in the fair value or expected cash flows of the underlying exposure at both the inception of the hedging relationship and on an ongoing basis and included an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria were met, which we documented and assessed at inception and on an ongoing basis, we recognized the changes in fair value of such instruments in accumulated other comprehensive income (loss), a component of equity on our consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives were recognized immediately in earnings.

U.S. GAAP and relevant International Swaps and Derivatives Association, Inc. agreements permit a reporting entity that is a party to a master netting agreement to offset fair value amounts recognized for derivative instruments that have been offset under the same master netting agreement. We elected to present the fair value of derivative contracts on a gross basis on our consolidated balance sheets.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

Interest Rate Risk

Our objectives in using interest rate derivatives were to add stability to interest expense and to manage our exposure to interest rate movements on our variable non-recourse debt. Our strategy to accomplish these objectives was to match the projected future cash flows with the underlying debt service. Each interest rate swap involved the receipt of floating-rate interest payments from a counterparty in exchange for us making fixed-rate interest payments over the life of the agreement without exchange of the underlying notional amount.

Counterparty Risk

We managed exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that we had with any individual bank and through the use of minimum credit quality standards for all counterparties. We did not require collateral or other security in relation to derivative financial instruments. Since it was our policy to enter into derivative contracts only with banks of internationally acknowledged standing, the counterparty risk was considered to be remote.

Credit Risk

Derivative contracts may have contained credit-risk related contingent features that could have triggered a termination event, such as maintaining specified financial ratios. In such case, we would have been required to settle our obligations.

Non-designated Derivatives

On February 8, 2016, we entered into two interest rate swaps with ABN AMRO that were not designated and did not qualify as cash flow hedges. These interest rate swaps were not speculative and were used to meet our objectives in using interest rate derivatives to add stability to interest expense and to manage our exposure to interest rate movements. All changes in the fair value of the interest rate swaps not designated as hedges were recorded directly in earnings, which was included in gain on derivative financial instruments on our consolidated statements of operations. On September 7, 2018, as part of the sale of 100% of the limited liability company interests of ICON Fugro, the unaffiliated third-party purchaser assumed the two interest rate swaps. As a result, as of September 30, 2018, we no longer held any derivative financial instruments.

Our derivative financial instruments not designated as hedging instruments generated a gain on derivative financial instruments on our consolidated statements of operations for the year ended December 31, 2018 of $974,692.

(11)

Fair Value Measurements

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

•

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

•

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

•

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

Assets for which Fair Value is Disclosed

Our fixed-rate note receivable, for which fair value is required to be disclosed, was valued using inputs that are generally unobservable and are supported by little or no market data and are therefore classified within Level 3. Under U.S. GAAP, we use projected cash flows for fair value measurements of these financial assets. Fair value information with respect to certain of our other assets and liabilities is not separately provided since (i) U.S. GAAP does not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets and liabilities, other than lease-related investments, approximates fair value due to their short-term maturities.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

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

	December 31, 2019
	Carrying Value		Fair Value (Level 3)
Principal outstanding on fixed-rate note receivable	$	1,332,874	$	1,392,849

(12)

Income Taxes

We are taxed as a partnership for federal and state income tax purposes. Therefore, no provision for federal and state income taxes has been recorded since the liability for such taxes is the responsibility of each of the individual beneficial owners rather than our business as a whole. However, the Taiwan branch of our direct wholly-owned subsidiary, ICON Taiwan Semiconductor, LLC (the "Inotera Taiwan Branch"), was taxed as a corporation under the laws of Taiwan, Republic of China. The Taiwan corporate income tax rate was 19.0% for 2019. We sold our revenue-generating asset owned by the Inotera Taiwan Branch in 2016 and we liquidated and dissolved the Inotera Taiwan Branch in 2018. As a result, no future income tax expense or benefit is expected. Under the laws of Taiwan, Republic of China, the Inotera Taiwan Branch is subject to income tax examination for the 2014 tax year and subsequent tax years. We have not identified any material uncertain tax positions related to the Inotera Taiwan Branch as of December 31, 2019.

The components of loss before income taxes were:

	Years Ended December 31,
	2019			2018
Non-taxable ⁽¹⁾	$	(2,742,867	)	$	(12,770,097	)
Taxable ⁽¹⁾		-			(987	)
Loss before income taxes	$	(2,742,867	)	$	(12,771,084	)

⁽¹⁾The distinction between taxable and non-taxable activities was determined based on the location of the relevant taxing authorities.

We are potentially subject to UBT, which is imposed on unincorporated trade or business operating in New York City. The UBT is imposed for each taxable year at a rate of 4% of taxable income allocated to New York City. We use the asset and liability method of accounting for UBT and foreign taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when it is determined that it is more likely than not that the deferred tax assets will not be realized.

Deferred tax assets were comprised of the following:

	December 31,
	2019			2018
Deferred tax assets:
Net operating loss carryforwards	$	1,668,929		$	882,120
Unused credit loss deductions		-			177,734
Valuation allowance		(1,668,929	)		(1,059,854	)
Total net deferred tax assets	$	-		$	-

Net operating losses generated during 2018 and onwards from UBT are available to offset only 80% of taxable income each year with indefinite carryforward periods. Net operating losses generated before 2018 from UBT are permitted to carry forward for 20 years and are due to expire at various dates, but no later than 2038. The unused net operating losses generated before 2018 are not subject to the 80% limitation of taxable income.

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

In February 2019, we reached a settlement with the City of New York Department of Finance (the “City”) related to its UBT audit for the 2013 tax year. During 2019, the City commenced a new UBT audit for the 2014 through 2016 tax years. In December 2019, we reached a settlement with the City covering all three tax years from 2014 through 2016. During the same month, we paid for such UBT taxes, including amounts covering interest and penalties, where applicable. Tax years that remain open for examination include 2017 and 2018. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

(13)

Concentrations of Risk

In the normal course of business, we are exposed to two significant types of economic risk: credit and market. Credit risk is the risk of a borrower, lessee or other counterparty’s inability or unwillingness to make contractually required payments. Concentrations of credit risk with respect to borrowers, lessees or other counterparties are dispersed across different industry segments within the United States and throughout the world.

Market risk reflects the change in the value of debt instruments, derivatives and credit facilities due to changes in interest rate spreads or other market factors. We believe that the carrying value of our investments is reasonable, taking into consideration these risks, along with estimated collateral values, payment history and other relevant information.

At times, our cash may exceed insured limits. We have placed these funds in a high-quality institution in order to minimize the risk of loss relating to exceeding insured limits.

For the year ended December 31, 2019, we had one lessee and two borrowers that accounted for 100% of our finance income and lease selling profit. For the year ended December 31, 2018, we had one lessee and one borrower that accounted for 93.3% of our rental and finance income. No other lessees or borrowers accounted for more than 10.0% of our rental and finance income.

As of December 31, 2019, we had one lessee and one borrower that accounted for 70.5% of total assets. As of December 31, 2018, we had two borrowers that accounted for 48.9% of total assets.

(14)

Geographic Information

Geographic information for revenue, long-lived assets and other assets deemed relatively illiquid, based on the country of origin, was as follows:

	Year Ended December 31, 2019
	North America		Vessels ^(a)		Asia		Total
Revenue:
Finance income	$	-	$	625,198	$	-	$	625,198
Lease selling profit	$	-	$	208,227	$	-	$	208,227

	At December 31, 2019
	North America		Vessels ^(a)		Asia		Total
Long-lived assets:
Net investment in notes receivable	$	-	$	1,332,874	$	-	$	1,332,874
Net investment in sales-type lease	$	-	$	6,786,630	$	-	$	6,786,630
Investment in joint ventures	$	-	$	412,649	$	-	$	412,649

^(a)Vessels are generally free to trade worldwide

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ICON ECI Fund Fifteen Liquidating Trust

(A Delaware Statutory Trust)

Notes to Consolidated Financial Statements

December 31, 2019

(unaudited)

	Year Ended December 31, 2018
	North America		Vessels ^(a)			Asia		Total
Revenue:
Finance income	$	2,011,380	$	852,484		$	-	$	2,863,864
Rental income	$	-	$	9,945,831		$	-	$	9,945,831
Income (loss) from investment in joint ventures	$	356	$	(59,808	)	$	118	$	(59,334	)

	At December 31, 2018
	North America		Vessels ^(a)		Asia		Total
Long-lived assets:
Net investment in notes receivable	$	8,100,000	$	7,259,375	$	-	$	15,359,375
Investment in joint ventures	$	-	$	412,649	$	-	$	412,649

^(a)Vessels are generally free to trade worldwide

(15)

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 Managing Trustee believes that any liability of ours that may arise as a result of any such indemnification obligations may or may not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole. In addition, at times we may seek to enforce our rights under a personal guaranty in order to collect amounts from the guarantor that are owed to us by a defaulting borrower or lessee. Gain contingencies may arise from enforcement of such guaranty, but are not recognized until realizable.

(16)

Income Tax Reconciliation

At December 31, 2019 and 2018, the beneficial owners’ equity included in the consolidated financial statements totaled $9,289,762 and $25,719,836, respectively. Our beneficial owners’ equity for federal income tax purposes at December 31, 2019 and 2018 totaled $15,750,137 and $50,615,370, respectively. The difference arises primarily from sales and offering expenses reported as a reduction in the additional beneficial owners’ capital accounts for financial reporting purposes, but not for federal income tax reporting purposes, and differences in credit loss, depreciation and amortization, state income tax, and taxable income or loss attributable to noncontrolling interests and from joint ventures, between financial reporting purposes and federal income tax purposes.

The following table reconciles net loss attributable to us for financial statement reporting purposes to net (loss) income attributable to us for federal income tax purposes for the years ended December 31, 2019 and 2018:

	Years Ended December 31,
	2019			2018
Net loss attributable to Fund Fifteen Liquidating Trust per consolidated financial statements	$	(2,769,471	)	$	(14,126,720	)
Taxable loss from joint ventures		(1,515,828	)		(510,803	)
Taxable gain on sale of investment in joint venture		-			4,089,122
State income tax		(122,932	)		290,203
Credit loss		(16,585,241	)		12,875,619
Taxable income attributable to noncontrolling interests		26,604			1,296,748
Other		(183,082	)		(3,274	)
Net (loss) income attributable to Fund Fifteen Liquidating Trust for federal income tax purposes	$	(21,149,950	)	$	3,910,895

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Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2019, our Managing Trustee carried out an evaluation, under the supervision and with the participation of the management of our Managing Trustee, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our Managing Trustee’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 Managing Trustee’s disclosure controls and procedures were effective.

In designing and evaluating our Managing Trustee’s disclosure controls and procedures, our Managing Trustee 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 Managing Trustee’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.

Our Managing Trustee’s Co-Chief Executive Officers and Principal Financial and Accounting Officer have determined that no weakness in disclosure controls and procedures had any material effect on the accuracy and completeness of our financial reporting and disclosure included in this Annual Report on Form 10-K.

Evaluation of internal control over financial reporting

Our Managing Trustee is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Managing Trustee assessed the effectiveness of its internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework” as issued in 2013.

Based on its assessment, our Managing Trustee believes that, as of December 31, 2019, its internal control over financial reporting is effective.

Changes in internal control over financial reporting

There were no changes in our Managing Trustee’s internal control over financial reporting during the year ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 Liquidating Trust
(Registrant)

By:	ICON Capital, LLC
	(Managing Trustee of the Registrant)

March 16, 2020

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)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ICON ECI Fund Fifteen Liquidating Trust
(Registrant)

By:	ICON Capital, LLC
	(Managing Trustee of the Registrant)

March 16, 2020

By:	/s/ Michael A. Reisner
	Michael A. Reisner
	Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer)

By:	/s/ Mark Gatto
	Mark Gatto
	Co-Chief Executive Officer, Co-President and Director (Co-Principal Executive Officer)

By:	/s/ Christine H. Yap
	Christine H. Yap
	Managing Director (Principal Financial and Accounting Officer)

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants which Have Not Registered Securities Pursuant to Section 12 of the Act.

No annual report or proxy material has been sent to beneficial owners.

ICON ECI FUND FIFTEEN, L.P. 10-K