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8-K - FORM 8-K - ICON INCOME FUND NINE LLCbody.htm
Exhibit 99.1


 
 
INCOME FUND
 
NINE, LLC
 

 

 

 

 

 

 

 

 

 

 

 
PORTFOLIO OVERVIEW
 
SECOND QUARTER
 
2010

 
 
 

 

 
Letter from the CEOs                                                   As of October 1, 2010

 
Dear investor in ICON Income Fund Nine, LLC:
 
We write to briefly summarize our activity for the second quarter of 2010.  A more detailed analysis, which we encourage you to read, is contained in our Form 10-Q.  Our Form 10-Q and our other quarterly, annual and current reports are available in the Investor Relations section of our website, www.iconcapital.com.
 
As of June 30, 2010, Fund Nine was in its liquidation period. During the liquidation period, distributions that are generated from net rental income and proceeds from equipment sales generally fluctuate as remaining leases come to maturity or equipment coming off lease is sold.  During the second quarter of 2010, we made distributions in the aggregate amount of $883,078.
 
Among the assets we own is one Aframax 98,640 DWT (deadweight tonnage) product tanker, the M/T Samar Spirit, that is bareboat chartered to an affiliate of Teekay Corporation, a publicly traded company on the New York Stock Exchange and a recognized international leader in energy shipping.  The bareboat charter is set to expire in July 2011.

We also currently own various innovative telecommunications voice transport systems and high capacity conferencing servers, including equipment manufactured by Juniper Networks and Lucent Technologies that is subject to lease with an affiliate of Global Crossing Limited, a publicly traded company on the NASDAQ Stock Exchange and a leading global IP solutions provider.  The lease is set to expire in October 2010.

We invite you to read through our portfolio overview on the pages that follow for a more detailed explanation of the above described investments.  As always, thank you for entrusting ICON with your investment assets.

 
Sincerely,

 
     
Michael A. Reisner
   
Mark Gatto
Co-President and Co-Chief Executive Officer
   
Co-President and Co-Chief Executive Officer


 
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ICON Income Fund Nine, LLC
 
Second Quarter 2010 Portfolio Overview

 
We are pleased to present ICON Income Fund Nine, LLC’s (the “Fund”) Portfolio Overview for the second quarter of 2010.  References to “we,” “us” and “our” are references to the Fund, and references to the “Manager” are references to the manager of the Fund, ICON Capital Corp.
 
The Fund
 
We raised approximately $100,000,000 commencing with our initial offering on November 26, 2001 through the closing of the offering on April 30, 2003.  During the second quarter of 2010, we operated in our liquidation period.
 
Portfolio Overview
 
Our portfolio consists of investments that we have made directly, as well as those that we have made with our affiliates.  As of June 30, 2010, our portfolio consisted primarily of the following investments.
 
·  
We, along with ICON Leasing Fund Eleven, LLC (“Fund Eleven”) and ICON Income Fund Ten, LLC (“Fund Ten”), entities also managed by our Manager, have ownership interests of 14.40%, 13.26% and 72.34%, respectively, in a joint venture that owns telecommunications equipment subject to a forty-eight month lease with Global Crossing Telecommunications, Inc. Our interest was acquired for approximately $2,000,000.  The lease is scheduled to expire on October 31, 2010.
 
·  
Fifty Great Dane refrigeration trailers subject to lease with Conwell Corporation, a wholly-owned subsidiary of Frozen Foods Express Industries, Inc.  The equipment was purchased for approximately $1,962,000.  The lease expired in April 2010 and continues to be extended on a month-to-month basis.
 
·  
Two Airbus A340-313X aircraft (B-HXO and B-HXN) leased to Cathay Pacific Airways Limited (“Cathay”).  We own all of the interests in the entity that owns B-HXO and have a 50% interest in B-HXN through a joint venture with ICON Income Fund Eight B L.P. (“Fund Eight B”), an entity also managed by our Manager.  The combined purchase price of the interests in both aircraft was approximately $106,333,000, comprised of approximately $6,403,000 in cash and a non-recourse loan in the amount of approximately $99,930,000.  The original lease for B-HXO was due to expire on June 12, 2006, but was extended until December 1, 2011.  The original lease for B-HXN was due to expire on March 27, 2006, but was extended until July 1, 2011.  In connection with both lease extensions, the outstanding debt attributable to each aircraft was refinanced.  The new loans are scheduled to mature concurrently with the lease expiration dates for each aircraft.
 
·  
One Aframax 98,640 DWT (deadweight tonnage) product tanker – the M/T Samar Spirit (the “Samar Spirit”).  The purchase price of the Samar Spirit was approximately $40,250,000, comprised of approximately $16,868,000 in cash and a non-recourse loan in the amount of approximately $23,382,000.  Simultaneously with the purchase of the Samar Spirit, the vessel was bareboat chartered back to an affiliate of Teekay Corporation for a period of forty-eight months and the bareboat charter is scheduled to expire in July 2011.
 
·  
Three roll-on-roll-off vehicle transportation vessels bareboat chartered to Wilhelmsen Lines Shipowning AS.  We, through our wholly-owned subsidiaries, purchased the M/V Trianon, the M/V Trinidad and the M/V Tancred for approximately $74,020,000, comprised of approximately $9,690,000 in cash and a non-recourse loan in the amount of approximately $64,330,000.  The bareboat charters for all three vessels were extended through December 2013.  In connection with the bareboat charter extensions, the outstanding debt attributable to each vessel was refinanced.  The bareboat charter payments will completely repay the principal loan balances associated with each vessel before the end of the bareboat charters.  The refinancing generated $22,043,000 in cash proceeds.  The charter extensions will result in aggregate excess cash totaling approximately $5,000,000 to $7,000,000.
 
 
 
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Unguaranteed Residual Interests
 
·  
We entered into an agreement with Summit Asset Management Limited to acquire a 90% interest in the unguaranteed residual values of a portfolio of equipment on lease with various United Kingdom lessees for approximately $4,454,000. The majority of the portfolio is comprised of manufacturing and technology equipment, including laptops, desktops and printers.  All of the leases expire at various dates through December 2016.  For the six months ended June 30, 2010, we did not receive residual proceeds from the sale of equipment; however, we expect to receive approximately $360,000 to approximately $440,000 in additional residual proceeds through the expiration of this portfolio.

Revolving Line of Credit

We and certain entities managed by our Manager, Fund Eight B, Fund Ten, Fund Eleven, ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (collectively, the “Borrowers”), are parties to a Commercial Loan Agreement, as amended (the “Loan Agreement”), with California Bank & Trust.  The Loan Agreement provides for a revolving line of credit of up to $30,000,000 pursuant to a senior secured revolving loan facility (the “Facility”), which is secured by all assets of the Borrowers not subject to a first priority lien.  The Facility expires on June 30, 2011.  The interest rate at June 30, 2010 was 4.0%.  Aggregate borrowings by all Borrowers under the Facility amounted to $1,350,000 at June 30, 2010, all of which was attributable to Fund Ten.  Subsequent to June 30, 2010, Fund Ten repaid the entire loan balance.


 
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Transactions with Related Parties
 
Our Manager performs certain services relating to the management of our equipment leasing and financing activities.  Such services include, but are not limited to, the collection of lease payments from the lessees of the equipment, re-leasing services in connection with equipment which is off-lease, inspections of the equipment, liaising with and general supervision of lessees to ensure that the equipment is being properly operated and maintained, monitoring performance by the lessees of their obligations under the leases and the payment of operating expenses.
 
Administrative expense reimbursements were costs incurred by our Manager or its affiliates that were necessary to our operations.  These costs included our Manager’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that were charged to us based upon the percentage of time such personnel dedicated to us.  Excluded were salaries and related costs, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in our Manager.
 
Although our Manager continues to provide the services described above, in 2008, our Manager waived its right to future management fees and administrative expense reimbursements.
 
Our Manager also has a 1% interest in our profits, losses, cash distributions and liquidation proceeds.  We paid distributions to our Manager in the amounts of $8,831 and $17,159 for the three and six months ended June 30, 2010, respectively.  Additionally, our Manager’s interest in our net income for the three and six months ended June 30, 2010 was $20,267 and $37,368, respectively.

Your participation in the Fund is greatly appreciated.
 
We are committed to protecting the privacy of our investors in compliance with all applicable laws. Please be advised that, unless required by a regulatory authority such as FINRA or ordered by a court of competent jurisdiction, we will not share any of your personally identifiable information with any third party.
 

 
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(A Delaware Limited Liability Company)
 
Consolidated Balance Sheets
 
   
   
Assets
 
   
June 30,
       
   
2010
   
December 31,
 
   
(unaudited)
   
2009
 
 Current assets:
           
 Cash and cash equivalents
  $ 967,436     $ 1,033,840  
 Current portion of net investment in finance leases
    5,364,248       5,367,587  
 Assets held for sale
    -       140,000  
                 
 Total current assets
    6,331,684       6,541,427  
   
 Non-current assets:
               
 Net investment in finance leases, less current portion
    15,290,141       17,987,288  
 Leased equipment at cost (less accumulated depreciation of
               
     $19,147,768 and $16,513,937, respectively)
    71,514,502       74,148,333  
 Investments in joint ventures
    1,750,164       1,926,926  
 Investment in unguaranteed residual values
    752,113       752,113  
 Other non-current assets, net
    1,416,313       1,544,590  
                 
 Total non-current assets
    90,723,233       96,359,250  
                 
 Total Assets
  $ 97,054,917     $ 102,900,677  
 
 
Liabilities and Members' Equity
 
   
 Current liabilities:
               
 Current portion of non-recourse long-term debt
  $ 15,336,467     $ 15,262,908  
 Interest rate swap contracts
    1,773,886       2,054,841  
 Deferred revenue
    68,005       1,124,734  
 Accrued expenses and other current liabilities
    299,217       321,910  
   
 Total current liabilities
    17,477,575       18,764,393  
   
 Non-current liabilities:
               
 Non-recourse long-term debt, less current portion
    40,288,710       47,174,190  
   
 Total Liabilities
    57,766,285       65,938,583  
   
 Commitments and contingencies
               
 
 
 Members' Equity:
               
Additional Members
    41,455,579       39,454,895  
Manager
    (450,861 )     (471,070 )
Accumulated other comprehensive loss
    (1,716,086 )     (2,021,731 )
   
 Total Members' Equity
    39,288,632       36,962,094  
   
 Total Liabilities and Members' Equity
  $ 97,054,917     $ 102,900,677  

 
 
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(A Delaware Limited Liability Company)
 
Consolidated Statements of Operations
 
(unaudited)
 
 
 
   
Three Months Ended June 30,
 
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
 Revenue:
                       
 Rental income
  $ 3,212,925     $ 3,326,374     $ 6,433,419     $ 6,898,703  
 Finance income
    948,630       1,196,786       1,953,265       2,448,097  
 Income from investments in joint ventures
    72,162       17,503       99,420       41,282  
 Net (loss) gain on sales of equipment and unguaranteed residual values
    -       (22,856 )     (1,205 )     17,324  
 Interest and other income
    89,796       31,339       243,859       33,334  
                                 
 Total revenue
    4,323,513       4,549,146       8,728,758       9,438,740  
 
 
 Expenses:
                               
 General and administrative
    119,988       891,636       305,641       1,170,381  
 Interest
    856,062       1,287,340       2,006,119       2,673,545  
 Depreciation and amortization
    1,320,776       1,354,516       2,680,245       2,728,039  
                                 
 Total expenses
    2,296,826       3,533,492       4,992,005       6,571,965  
   
 Net income
  $ 2,026,687     $ 1,015,654     $ 3,736,753     $ 2,866,775  
 
 
 Net income allocable to:
                               
 Additional Members
  $ 2,006,420     $ 1,005,497     $ 3,699,385     $ 2,838,107  
 Manager
    20,267       10,157       37,368       28,668  
 
 
    $ 2,026,687     $ 1,015,654     $ 3,736,753     $ 2,866,775  
   
 Weighted average number of additional shares
                               
 of limited liability company interests outstanding
    97,955       97,955       97,955       97,955  
   
 Net income per weighted average additional share
                               
  of limited liability company interests outstanding
  $ 20.48     $ 10.26     $ 37.77     $ 28.97  


 
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(A Delaware Limited Liability Company)
 
Consolidated Statements of Changes in Members' Equity
 
 
 
     
Accumulated
   
 
 
   
Additional Member
   
Additional
         
Other
Comprehensive
   
Total
Members'
 
   
Shares
   
Members
   
Manager
   
Loss
   
Equity
 
Balance, December 31, 2009
    97,955     $ 39,454,895     $ (471,070 )   $ (2,021,731 )   $ 36,962,094  
   
 Net income
    -       1,692,965       17,101       -       1,710,066  
 Change in valuation of interest rate swap contracts
    -       -       -       127,426       127,426  
 Comprehensive income
                                    1,837,492  
 Cash distributions
    -       (824,454 )     (8,328 )     -       (832,782 )
   
Balance, March 31, 2010 (unaudited)
    97,955     $ 40,323,406     $ (462,297 )   $ (1,894,305 )   $ 37,966,804  
   
 Net income
    -       2,006,420       20,267       -       2,026,687  
 Change in valuation of interest rate swap contracts
    -       -       -       178,219       178,219  
 Comprehensive income
                                    2,204,906  
 Cash distributions
    -       (874,247 )     (8,831 )     -       (883,078 )
   
Balance, June 30, 2010 (unaudited)
    97,955     $ 41,455,579     $ (450,861 )   $ (1,716,086 )   $ 39,288,632  


 
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(A Delaware Limited Liability Company)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
 
 
   
Six Months Ended June 30,
 
   
2010
   
2009
 
 Cash flows from operating activities:
           
 Net income
  $ 3,736,753     $ 2,866,775  
 Adjustments to reconcile net income to net cash
               
 provided by operating activities:
               
 Rental income paid directly to lenders by lessees
    (5,233,607 )     (5,820,000 )
 Finance income
    (1,953,265 )     (2,448,097 )
 Income from investments in joint ventures
    (99,420 )     (41,282 )
 Net loss (gain) on sale of equipment and unguaranteed residual values
    1,205       (17,324 )
 Depreciation and amortization
    2,680,245       2,728,039  
 Interest expense on non-recourse financing paid directly to lenders by lessees
    1,927,548       2,496,451  
 Interest expense from amortization of debt financing costs
    78,243       104,533  
 Changes in operating assets and liabilities:
               
 Collection of finance leases
    1,211,385       1,144,726  
 Other assets, net
    3,620       26,929  
 Deferred revenue
    (1,056,729 )     (503,018 )
 Accrued expenses and other current liabilities
    (13,704 )     355,407  
 Distributions from joint ventures
    77,766       81,960  
   
 Net cash provided by operating activities
    1,360,040       975,099  
 
 
 Cash flows from investing activities:
               
 Proceeds from sales of equipment
    91,000       169,428  
 Distributions received from joint ventures in excess of profits
    198,416       200,555  
   
 Net cash provided by investing activities
    289,416       369,983  
   
 Cash flows from financing activities:
               
 Cash distributions to members
    (1,715,860 )     (1,111,464 )
   
 Net cash used in financing activities
    (1,715,860 )     (1,111,464 )
   
 Net (decrease) increase in cash and cash equivalents
    (66,404 )     233,618  
   
 Cash and cash equivalents, beginning of the period
    1,033,840       779,544  
   
 Cash and cash equivalents, end of the period
  $ 967,436     $ 1,013,162  

 
 
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ICON Income Fund Nine, LLC
 
 (A Delaware Limited Liability Company)
 
 Consolidated Statements of Cash Flows
 
 (unaudited)
 
             
 
 
 Six Months Ended June 30,
 
   
 2010
   
 2009
 
 Supplemental disclosure of non-cash investing and financing activities:
           
 Principal and interest on non-recourse long-term debt paid directly to lenders by lessees
  $ 8,667,365     $ 9,454,274  

 
 
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Forward-Looking Information – Certain statements within this document may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning.  These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected.  We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
 
Additional Required Disclosure
 
To fulfill our promises to you we are required to make the following disclosures when applicable:
 
A detailed financial report on SEC Form 10-Q or 10-K (whichever is applicable) is available to you.  It is typically filed either 45 or 90 days after the end of a quarter or year, respectively.  Usually this means a filing will occur on or around March 31, May 15, August 15, and November 15 of each year.  It contains financial statements and detailed sources and uses of cash plus explanatory notes.  You are always entitled to these reports.  Please access them by:
·  
Visiting www.iconcapital.com
 
or
 
·  
Visiting www.sec.gov
 
or
 
·  
Writing us at:  Angie Seenauth c/o ICON Capital Corp., 120 Fifth Avenue, 8th Floor, New York, NY 10011
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.

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