ICON INCOME FUND NINE LLC - FORM 10-Q - November 14, 2011

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EX-32.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON INCOME FUND NINE LLCex32-1.htm
EX-32.3 - CERTIFICATION OF PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON INCOME FUND NINE LLCex32-3.htm
EX-31.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON INCOME FUND NINE LLCex31-1.htm
EX-32.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON INCOME FUND NINE LLCex32-2.htm
EX-31.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON INCOME FUND NINE LLCex31-2.htm
 

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

FORM 10-Q

[x]           Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended
September 30, 2011
  
 
or
[  ]           Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from
 
to
 

Commission_File_Number_
000-50217
  

ICON Income Fund Nine, LLC
(Exact name of registrant as specified in its charter)

Delaware
13-4183234
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

100 Fifth Avenue, 4th Floor, New York, New York
10011
(Address of principal executive offices)
(Zip code)

(212) 418-4700
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes     [ ] No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       
[X] Yes     [  ] No

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[  ] Yes   [X] No

Number of outstanding shares of limited liability company interests of the registrant on November 7, 2011 is 97,955.

 
 
 
 
 
 
Table of Contents
   
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(A Delaware Limited Liability Company)
  
Consolidated Balance Sheets
  
   
   
Assets
  
   
September 30,
        
   
2011
    
December 31,
  
   
(unaudited)
    
2010
  
 Current assets:
            
 Cash and cash equivalents
   $ 6,707,520     $ 929,220  
 Current portion of net investment in finance leases
     6,343,875       5,582,987  
   
 Total current assets
     13,051,395       6,512,207  
   
 Non-current assets:
                
 Net investment in finance leases, less current portion
     7,522,093       12,379,833  
 Leased equipment at cost (less accumulated depreciation of
                
     $14,946,119 and $21,751,790, respectively)
     35,352,655       68,871,626  
 Investments in joint ventures
     925,984       1,259,152  
 Investment in unguaranteed residual values
     -       257,813  
 Other non-current assets, net
     97,517       1,337,142  
 
  
 Total non-current assets
     43,898,249       84,105,566  
   
 Total Assets
   $ 56,949,644     $ 90,617,773  
 
  
Liabilities and Members' Equity
  
   
 Current liabilities:
                
 Current portion of non-recourse long-term debt
   $ 28,742,171     $ 36,374,188  
 Interest rate swap contracts
     711,708       1,279,541  
 Deferred revenue
     70,961       904,608  
 Accrued expenses and other current liabilities
     395,112       232,269  
   
 Total current liabilities
     29,919,952       38,790,606  
   
 Non-current liabilities:
                
 Non-recourse long-term debt, less current portion
     6,750,000       10,800,000  
   
 Total Liabilities
     36,669,952       49,590,606  
   
 Commitments and contingencies (Note 10)
                
 
  
 Members' Equity:
                
Additional Members
     21,626,859       42,720,633  
Manager
     (651,146 )     (438,082 )
Accumulated other comprehensive loss
     (696,021 )     (1,255,384 )
   
 Total Members' Equity
     20,279,692       41,027,167  
   
 Total Liabilities and Members' Equity
   $ 56,949,644     $ 90,617,773  


See accompanying notes to consolidated financial statements.

 
(A Delaware Limited Liability Company)
  
Consolidated Statements of Operations
  
(unaudited)
  
 
  
   
Three Months Ended September 30,
    
Nine Months Ended September 30,
  
   
2011
    
2010
    
2011
    
2010
  
 Revenue:
                        
 Rental income
   $ 2,380,408     $ 3,212,742     $ 8,163,028     $ 9,646,161  
 Finance income
     656,326       888,661       2,144,647       2,841,926  
 (Loss) income from investments in joint ventures
     (405,898 )     52,833       (337,990 )     152,253  
 Interest and other income (loss)
     156       (1,376 )     33,596       241,278  
 
  
 Total revenue
     2,630,992       4,152,860       10,003,281       12,881,618  
 
  
 Expenses:
                                
 General and administrative
     258,163       123,347       609,928       428,988  
 Vessel operating expense
     1,125,193       -       1,212,735       -  
 Interest
     801,951       1,135,706       2,396,125       3,141,825  
 Depreciation and amortization
     898,832       1,320,956       3,412,303       4,001,201  
 Impairment loss
     -       250,000       22,314,396       250,000  
   
 Total expenses
     3,084,139       2,830,009       29,945,487       7,822,014  
   
 Net (loss) income
   $ (453,147 )   $ 1,322,851     $ (19,942,206 )   $ 5,059,604  
 
  
 Net (loss) income allocable to:
                                
 Additional Members
   $ (448,616 )   $ 1,309,622     $ (19,742,785 )   $ 5,009,007  
 Manager
     (4,531 )     13,229       (199,421 )     50,597  
 
  
    $ (453,147 )   $ 1,322,851     $ (19,942,206 )   $ 5,059,604  
   
 Weighted average number of additional shares
                                
 of limited liability company interests outstanding
     97,955       97,955       97,955       97,955  
   
 Net (loss) income per weighted average additional share
                                
  of limited liability company interests outstanding
   $ (4.58 )   $ 13.37     $ (201.55 )   $ 51.14  


See accompanying notes to consolidated financial statements.

 
 
(A Delaware Limited Liability Company)
  
Consolidated Statements of Changes in Members' Equity
  
 
  
   
Members' Equity
  
                     
Accumulated
   
 
  
   
Additional Member
    
Additional
          
Other
Comprehensive
    
Total
Members'
  
   
Shares
    
Members
    
Manager
    
Loss
    
Equity
  
Balance, December 31, 2010
     97,955     $ 42,720,633     $ (438,082 )   $ (1,255,384 )   $ 41,027,167  
   
 Net loss
     -       (10,046,761 )     (101,482 )     -       (10,148,243 )
 Change in valuation of interest rate swap contracts
     -       -       -       246,452       246,452  
 Comprehensive loss
                                     (9,901,791 )
 Cash distributions
     -       (399,992 )     (4,038 )     -       (404,030 )
   
Balance, March 31, 2011 (unaudited)
     97,955       32,273,880       (543,602 )     (1,008,932 )     30,721,346  
   
 Net loss
     -       (9,247,408 )     (93,408 )     -       (9,340,816 )
 Change in valuation of interest rate swap contracts
     -       -       -       147,537       147,537  
 Comprehensive loss
                                     (9,193,279 )
 Cash distributions
     -       (500,394 )     (5,054 )     -       (505,448 )
   
Balance, June 30, 2011 (unaudited)
     97,955       22,526,078       (642,064 )     (861,395 )     21,022,619  
   
 Net loss
     -       (448,616 )     (4,531 )     -       (453,147 )
 Change in valuation of interest rate swap contracts
     -       -       -       165,374       165,374  
 Comprehensive loss
                                     (287,773 )
 Cash distributions
     -       (450,603 )     (4,551 )     -       (455,154 )
   
Balance, September 30, 2011 (unaudited)
     97,955     $ 21,626,859     $ (651,146 )   $ (696,021 )   $ 20,279,692  

 
See accompanying notes to consolidated financial statements.

 
(A Delaware Limited Liability Company)
  
Consolidated Statements of Cash Flows
  
(unaudited)
  
 
  
   
Nine Months Ended September 30,
  
   
2011
    
2010
  
 Cash flows from operating activities:
            
 Net (loss) income
   $ (19,942,206 )   $ 5,059,604  
 Adjustments to reconcile net (loss) income to net cash
                
 provided by operating activities:
                
 Rental income paid directly to lenders by lessees
     (6,510,000 )     (8,777,606 )
 Finance income
     (2,144,647 )     (2,841,926 )
 Loss (income) from investments in joint ventures
     337,990       (152,253 )
 Net loss on sale of equipment and unguaranteed residual values
     -       12,120  
 Depreciation and amortization
     3,412,303       4,001,201  
 Interest expense on non-recourse financing paid directly to lenders by lessees
     2,036,155       3,020,458  
 Interest expense from amortization of debt financing costs
     200,103       121,037  
 Impairment loss
     22,314,396       250,000  
 Changes in operating assets and liabilities:
                
 Collection of finance leases
     1,398,591       1,849,194  
 Other assets, net
     (9,990 )     3,620  
 Deferred revenue
     (833,647 )     (654,428 )
 Accrued expenses and other current liabilities
     168,289       (28,628 )
 Distributions from joint ventures
     -       120,597  
   
 Net cash provided by operating activities
     427,337       1,982,990  
 
  
 Cash flows from investing activities:
                
 Proceeds from sales of equipment
     8,461,003       175,520  
 Distributions received from joint ventures in excess of profits
     754,592       296,842  
   
 Net cash provided by investing activities
     9,215,595       472,362  
   
 Cash flows from financing activities:
                
 Cash distributions to members
     (1,364,632 )     (2,473,605 )
 Repayment of non-recourse long-term debt
     (2,500,000 )     -  
   
 Net cash used in financing activities
     (3,864,632 )     (2,473,605 )
   
 Net increase (decrease) in cash and cash equivalents
     5,778,300       (18,253 )
   
 Cash and cash equivalents, beginning of the period
     929,220       1,033,840  
   
 Cash and cash equivalents, end of the period
   $ 6,707,520     $ 1,015,587  

 
See accompanying notes to consolidated financial statements.

 

ICON Income Fund Nine, LLC
  
(A Delaware Limited Liability Company)
  
Consolidated Statements of Cash Flows
  
(unaudited)
  
   
 
  
Nine Months Ended September 30,
  
   
2011
    
2010
  
 Supplemental disclosure of non-cash investing and financing activities:
            
 Principal and interest on non-recourse long-term debt paid directly to lenders by lessees
   $ 11,352,909     $ 13,900,431  
 
 
See accompanying notes to consolidated financial statements.
 
5
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)

(1)
Basis of Presentation and Consolidation

The accompanying consolidated financial statements of ICON Income Fund Nine, LLC (the “LLC”) have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Quarterly Reports on Form 10-Q.  In the opinion of the manager of the LLC, ICON Capital Corp., a Delaware corporation (the “Manager”), all adjustments considered necessary for a fair presentation have been included. These consolidated financial statements should be read together with the consolidated financial statements and notes included in the LLC’s Annual Report on Form 10-K for the year ended December 31, 2010. The results for the interim period are not necessarily indicative of the results for the full year.

The consolidated financial statements include the accounts of the LLC and its majority-owned subsidiaries and other controlled entities. All intercompany accounts and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

In June 2011, the FASB issued ASU No 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which revises the manner in which companies present comprehensive income in their financial statements. The new guidance removes the current option to report other comprehensive income and its components in the statement of changes in equity and instead requires presentation in one continuous statement of comprehensive income or two separate but consecutive statements. The adoption of ASU 2011-05 becomes effective for the LLC's interim and annual periods beginning January 1, 2012. The LLC does not believe the adoption of this guidance will have a material impact on its consolidated financial statements, as it only requires a change in the format of presentation.

(2)
Net Investment in Finance Leases

Net investment in finance leases consisted of the following:

   
September 30,
    
December 31,
  
   
2011
    
2010
  
   
 
        
 Minimum rents receivable
   $ 16,644,000     $ 22,885,499  
 Unearned income
     (2,778,032 )     (4,922,679 )
                 
 Net investment in finance leases
     13,865,968       17,962,820  
                 
 Less:  Current portion of net investment in finance leases
     6,343,875       5,582,987  
                 
                 
 Net investment in finance leases, less current portion
   $ 7,522,093     $ 12,379,833  


 
6
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)
 
(3)
Leased Equipment at Cost

Leased equipment at cost consisted of the following:
 
   
September 30,
    
December 31,
  
   
2011
    
2010
  
             
 Aircraft
   $ 48,453,180     $ 48,453,180  
 Marine vessel
     -       40,285,787  
 Manufacturing, telecommunications and computer equipment
     1,845,594       1,884,449  
      50,298,774       90,623,416  
                 
 Less: Accumulated depreciation
     14,946,119       21,751,790  
                 
    $ 35,352,655     $ 68,871,626  

Depreciation expense was $894,507 and $3,398,501 for the three and nine months ended September 30, 2011, respectively.   Depreciation expense was $1,289,068 and $3,922,899 for the three and nine months ended September 30, 2010, respectively.
 
Aircraft

The LLC owns an aircraft that is subject to lease through November 2011.  The Manager is currently in negotiations to remarket the aircraft, which, if successful, would include a refinancing of the related non-recourse, third-party debt of approximately $22,750,000.  The Manager believes that the current negotiations are likely to result in a successful remarketing of the aircraft.  In the event that the current negotiations are not successful, the aircraft could be subject to a significant impairment charge.  As of September 30, 2011, the carrying value of the aircraft was approximately $35,000,000.
 
The aircraft is being remarketed as part of a multiple-aircraft transaction, which would include an additional aircraft owned by ICON Aircraft 126, LLC (“ICON 126”), an entity owned 50% by the LLC.  Should the remarketing not be successful, the aircraft owned by ICON 126 would also be subject to a significant impairment charge.  As of September 30, 2011, the carrying value of the LLC’s investment in ICON 126 was approximately $926,000.  See Note 4.
 
Marine Vessel

As a result of negotiations to remarket certain vessels, the Manager reviewed the LLC’s investment in ICON Samar, LLC (“ICON Samar”) and determined that the net book value of the vessel under lease, the Samar Spirit, exceeded the fair value.  As a result, during the six months ended June 30, 2011, the LLC recognized  non-cash impairment charges of approximately $21,914,000.  On June 24, 2011, the vessel was returned and classified as equipment held for sale. On August 19, 2011, the LLC sold the Samar Spirit for approximately $8,200,000 and on August 24, 2011, the LLC satisfied the remaining third-party debt of approximately $2,500,000.  No gain or loss was recorded as a result of this transaction.

(4)
Investments in Joint Ventures

On July 13, 2011, ICON 126 was notified that it was in default under the non-recourse loan related to the aircraft owned by ICON 126 because it had not made the final balloon payment of approximately $33 million that was due no later than July 5, 2011. The Manager is currently in negotiations to remarket the aircraft, which, if successful, would include a refinancing of the loan. The Manager is also seeking written confirmation from the lender extending the due date of the final payment and continuing to agree not to exercise its rights and remedies under the loan agreement. The aircraft lease expired on June 30, 2011, but the aircraft has not yet been returned in accordance with the terms of the lease.  As of September 30, 2011, the carrying value of the aircraft owned by ICON 126 was approximately $34,278,000.
  
(5)
Investment in Unguaranteed Residual Values

On April 5, 2011, the LLC sold its remaining investment in unguaranteed residual values for the purchase price of $257,813.  There was no gain or loss recorded on the sale of the investment.
 
7
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)
 
(6)
Revolving Line of Credit, Recourse

The LLC and certain entities managed by the Manager were party to a Commercial Loan Agreement, as amended (the “Prior Loan Agreement”), with California Bank & Trust (“CB&T”).  The Prior Loan Agreement was terminated effective May 10, 2011.

(7)
Derivative Financial Instruments

The LLC may enter into derivative transactions for purposes of hedging specific financial exposures, including changes in interest rates of its non-recourse long-term debt. The LLC enters into these instruments only for hedging underlying exposures. The LLC does not hold or issue derivative financial instruments for purposes other than hedging. Certain derivatives may not meet the established criteria to be designated as qualifying accounting hedges, even though the LLC believes that these are effective economic hedges.

The LLC accounts for derivative financial instruments in accordance with the accounting pronouncements that established accounting and reporting standards for derivative financial instruments.  These accounting pronouncements require the LLC to recognize all derivatives as either assets or liabilities on the consolidated balance sheets and measure those instruments at fair value. The LLC recognizes the fair value of all derivatives as either assets or liabilities on the consolidated balance sheets and changes in the fair value of such instruments are recognized immediately in earnings unless certain accounting criteria established by the accounting pronouncements are met. These criteria demonstrate that the derivative is 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 include an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria are met, which the LLC must document and assess at inception and on an ongoing basis, the LLC recognizes the changes in fair value of such instruments in accumulated other comprehensive income (loss) (“AOCI”), a component of equity on the consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives are recognized immediately in earnings.
 
Interest Rate Risk

The LLC’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements on its variable non-recourse debt. The LLC’s hedging strategy to accomplish this objective is to match the projected future business cash flows with the underlying debt service. Interest rate swaps designated as cash flow hedges involve the receipt of floating-rate interest payments from a counterparty in exchange for the LLC making fixed interest rate payments over the life of the agreements without exchange of the underlying notional amount.

As of September 30, 2011, the LLC had three floating-to-fixed interest rate swaps relating to the financing of the three car and truck carrying vessels (“Wilhelmsen Vessels”) on bareboat charter to Wilhelmsen Lines Shipowning AS (“Wilhelmsen”) that were designated as cash flow hedges with an aggregate notional amount of approximately $12,150,000.  These interest rate swaps mature on September 23, 2013.

For these derivatives, the LLC reports the gain or loss from the effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges in AOCI and such gain or loss is subsequently transferred into earnings in the period that the hedged forecasted transaction affects earnings and within the same line item on the statement of operations as the impact of the hedged transaction. During the nine months ended September 30, 2011, the LLC recorded no hedge ineffectiveness in earnings.  At September 30, 2011, total unrealized loss recorded to AOCI related to the change in fair value of these interest rate swaps was approximately $696,000.
 
 
8
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)
 
(7)
Derivative Financial Instruments – continued
 
During the twelve months ending September 30, 2012, the LLC estimates that an additional $507,536 will be transferred from AOCI to interest expense.
 
The table below presents the fair value of the LLC’s derivative financial instruments and classification within the LLC’s consolidated balance sheets as of September 30, 2011 and December 31, 2010:

Derivatives designated as hedging instruments:
Liability Derivative
  
     
September 30,
    
December 31,
  
     
2011
    
2010
  
 
 Balance Sheet Location
  
Fair Value
    
Fair Value
  
 Interest rate swaps
 Interest rate swap contracts
   $ 711,708     $ 1,279,541  

The table below presents the effect of the LLC’s derivative financial instruments designated as cash flow hedging instruments on the consolidated statement of operations for the three and nine months ended September 30, 2011:

Three Months Ended September 30, 2011
                  
Derivatives
  
Amount of Gain
(Loss) Recognized in
AOCI on Derivative (Effective Portion)
  
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
  
Amount of Gain
(Loss) Reclassified from
AOCI into Income
(Effective Portion)
  
Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
                       
 Interest rate swaps
   $ (31,654 )
 Interest expense
   $ (197,028 )
 Gain (loss) on financial instruments
   $ -  

Nine Months Ended September 30, 2011
                  
Derivatives
  
Amount of Gain
(Loss) Recognized in AOCI on Derivative (Effective Portion)
  
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
  
Amount of Gain
(Loss) Reclassified from
AOCI into Income
(Effective Portion)
  
Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
                       
 Interest rate swaps
   $ (133,762 )
 Interest expense
   $ (693,125 )
 Gain (loss) on financial instruments
   $ -  

 
 
9
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)

(7)
Derivative Financial Instruments – continued
 
The table below presents the effect of the LLC’s derivative financial instruments designated as cash flow hedging instruments on the consolidated statement of operations for the three and nine months ended September 30, 2010:
 
Three Months Ended September 30, 2010
                  
Derivatives
  
Amount of Gain
(Loss) Recognized in
AOCI on Derivative
(Effective Portion)
  
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
  
Amount of Gain
(Loss) Reclassified from
AOCI into Income
(Effective Portion)
  
Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
                       
 Interest rate swaps
   $ (181,319 )
 Interest expense
   $ (333,557 )
 Gain (loss) on financial instruments
   $ -  

Nine Months Ended September 30, 2010
                  
Derivatives
  
Amount of Gain
(Loss) Recognized in
AOCI on Derivative
(Effective Portion)
  
Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
  
Amount of Gain
(Loss) Reclassified from
AOCI into Income
(Effective Portion)
  
Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
  
                       
 Interest rate swaps
   $ (617,147 )
 Interest expense
   $ (1,075,030 )
 Gain (loss) on financial instruments
   $ -  
                             
 
Derivative Risks

The LLC manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that the LLC has with any individual bank and through the use of minimum credit quality standards for all counterparties. The LLC does not require collateral or other
security in relation to derivative financial instruments. Since it is the LLC’s policy to enter into derivative contracts with banks of internationally acknowledged standing only, the LLC considers the counterparty risk to be remote.

As of September 30, 2011, the fair value of derivatives in a liability position was $711,708.  In the event that the LLC would be required to settle its obligations under the agreements as of September 30, 2011, the termination value would be $732,647.

(8)
Fair Value Measurements
 
Assets and liabilities carried at fair value are to be 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 cannot be corroborated by market data.

Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Manager’s assessment, on the LLC’s behalf, of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.
 
10
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)

(8)
Fair Value Measurements – continued
 
The following table summarizes the valuation of the LLC’s material financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2011:

   
Level 1
    
Level 2
    
Level 3
    
Total
  
Liabilities:
                        
                         
Derivative liabilities
   $ -     $ 711,708     $ -     $ 711,708  

The LLC’s derivative contracts, including interest rate swaps, are valued using models based on readily observable market parameters for all substantial terms of the LLC’s derivative contracts and are classified within Level 2.  As permitted by the accounting pronouncements, the LLC uses market prices and pricing models for fair value measurements of its derivative instruments.  The fair value of the derivative liabilities was recorded in interest rate swap contracts within the consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The LLC is required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets and liabilities using fair value measurements.  The LLC’s non-financial assets, such as leased equipment at cost, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.

The following table summarizes the valuation of the LLC’s material non-financial assets and liabilities measured at fair value on a nonrecurring basis as of September 30, 2010:

   
September 30, 2010
    
Level 1
    
Level 2
    
Level 3
    
Total Impairment Loss
  
Unguaranteed residual values
   $ 419,007     $ -     $ -     $ 419,007     $ 250,000  

Certain non-financial assets are valued based on unobservable market parameters and are classified within Level 3. As permitted by the accounting pronouncements, the LLC uses market prices and prices determined based on arm’s length negotiated transactions with a third party for fair value measurements of its non-financial assets.

Fair value information with respect to the LLC’s leased assets and liabilities is not separately provided since (i) the current accounting pronouncements do not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, and the recorded value of recourse debt approximate fair value due to their short-term maturities and variable interest rates.  The estimated fair value of the LLC’s non-recourse long-term debt was based on the discounted value of future cash flows expected to be paid on the loan based on recent transactions of this type.
   
September 30, 2011
  
   
Carrying Amount
    
Fair Value
  
             
 Fixed rate non-recourse long-term debt
   $ 23,342,171     $ 23,111,590  


 
11
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2011
(unaudited)
 
(9)
Accumulated Other Comprehensive Loss

AOCI includes accumulated unrealized losses on derivative financial instruments of $696,021 and $1,255,384 at September 30, 2011 and December 31, 2010, respectively.  Total comprehensive loss for the three and nine months ended September 30, 2011 was $287,773 and $19,382,843, respectively.  Total comprehensive income for the three and nine months ended September 30, 2010 was $1,475,089 and $5,517,487, respectively.

(10)
Commitments and Contingencies

ICON Aircraft 128 LLC (“ICON 128”) is a party to a residual sharing agreement with Airfleet Credit Corporation (“Airfleet”) and HXO Leasing Limited.  Pursuant to the terms of this residual sharing agreement, all proceeds received in connection with the sale or lease extension of Airbus A340-313X aircraft (“Aircraft 128”) in excess of $4,250,000 of the loan balance associated with the aircraft will be allocated 55% to ICON 128 and 45% to Airfleet.  As of September 30, 2011, no liability has been accrued in connection with this agreement.

At the time the LLC acquires or divests of its interest in an equipment lease or other financing transaction, the LLC may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. The Manager believes that any liability that may arise as a result of any such indemnification obligations will not have a material adverse effect on the consolidated financial condition of the LLC taken as a whole.

The LLC has a right to a portion of the profits, losses, and cash flows from a limited partnership interest (its “Interest”) in North Sea (Connecticut) Limited Partnership (“North Sea”), an entity that owns a 100% interest in a mobile offshore drilling rig (the “Rig”) that was subject to lease with Rowan Companies, Inc. (the “Charterer”).  On July 22, 2011, the owners of the Rig reached an agreement to settle all claims related to a dispute with the Charterer regarding, among other things, the value of the Rig and the amount of insurance the Charterer was required to maintain on the Rig.  In accordance with the terms of the settlement, the LLC received approximately $755,000, net of all legal fees and expenses.  As the amount that the LLC received was less than the LLC’s carrying value of the investment, the LLC recorded an impairment of approximately $400,000 as of June 30, 2011.
 
 
 
The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2010.  This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q.

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Income Fund Nine, LLC and its consolidated subsidiaries.

Forward-Looking Statements

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements.  Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “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.

Overview

We operate as an equipment leasing program in which the capital our members invested was pooled together to make investments, pay fees and establish a small reserve. We primarily acquired equipment subject to lease, purchased equipment and leased it to third-party end users or financed equipment for third parties, provided equipment and other financing and, to a lesser degree, acquired ownership rights to items of leased equipment at lease expiration. Some of our equipment leases were acquired for cash and provide current cash flow, which we refer to as “income” leases. For the other equipment leases, we financed the majority of the purchase price through borrowings from third parties. We refer to these leases as “growth” leases. These growth leases generate little or no current cash flow because substantially all of the rental payments received from the lessee are used to service the indebtedness associated with acquiring or financing the lease. For these leases, we anticipated that the future value of the leased equipment would exceed our cash portion of the purchase price.

Our Manager manages and controls our business affairs, including, but not limited to, our equipment leases and other financing transactions, under the terms of our amended and restated operating agreement (our “LLC Agreement”). We completed our operating period on April 30, 2008 and entered our liquidation period effective May 1, 2008. During our liquidation period, we are selling and will continue to sell our assets in the ordinary course of business. As we sell our assets, both rental income and finance income will decrease over time, as will expenses related to our assets, such as depreciation and amortization expense. Additionally, interest expense should decrease as we reach the expiration of leases that were financed and the debt is repaid to the lenders. As leased equipment is sold, we will incur gains or losses on these sales. We will continue to liquidate our assets during this period and we expect to see a reduction in revenue and expenses accordingly.
 
 
 
Recent Significant Transactions

We engaged in the following significant transactions since December 31, 2010:

Marine Vessel

As a result of negotiations to remarket certain vessels, our Manager reviewed our investment in ICON Samar and determined that the net book value of the vessel under charter, the Samar Spirit, exceeded the fair value.  As a result, during the six months ended June 30, 2011, we recognized non-cash impairment charges of approximately $21,914,000.  On June 24, 2011, the vessel was returned to us and was classified on the balance sheet as equipment held for sale. On August 19, 2011, we sold the Samar Spirit for approximately $8,200,000 and on August 24, 2011, we satisfied the remaining third-party debt of approximately $2,500,000.  No gain or loss was recorded as a result of this transaction.

Investment in Unguaranteed Residual Values

On April 5, 2011, we sold our remaining investment in unguaranteed residual values for the purchase price of $257,813.

Litigation Settlement

We have a right to a portion of the profits, losses, and cash flows from our interest in an entity, North Sea,  that owns a 100% interest in an oil rig that was previously subject to lease.

On July 22, 2011, the owners of the rig reached an agreement to settle all claims related to the dispute with the charterer regarding, among other things, the value of the rig and the amount of insurance the charterer was required to maintain on the rig.  The agreement provided for an approximately $27.5 million payment to the owners of the rig in settlement of all claims of the parties and ended the uncertainty and cost associated with the matter, including the potential for protracted litigation notwithstanding the outcome of the case that was pending before the Supreme Court of Texas.  In accordance with the terms of the settlement, we received approximately $755,000, net of all legal fees and expenses.  As the amount that we received was less than our carrying value of the investment, we recorded an impairment of approximately $400,000 as of June 30, 2011.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a significant impact on our consolidated financial statements as of September 30, 2011. See Note 1 to our consolidated financial statements for a discussion of recent accounting pronouncements.
 



Results of Operations for the Three Months Ended September 30, 2011 (the “2011 Quarter”) and 2010 (the “2010 Quarter”)

Revenue for the 2011 Quarter and the 2010 Quarter is summarized as follows:

   
Three Months Ended September 30,
        
   
2011
    
2010
    
Change
  
 Rental income
   $ 2,380,408     $ 3,212,742     $ (832,334 )
 Finance income
     656,326       888,661       (232,335 )
 (Loss) income from investments in joint ventures
     (405,898 )     52,833       (458,731 )
 Interest and other income (loss)
     156       (1,376 )     1,532  
                         
 Total revenue
   $ 2,630,992     $ 4,152,860     $ (1,521,868 )

Total revenue for the 2011 Quarter decreased $1,521,868, or 36.6%, as compared to the 2010 Quarter.  The decrease in rental income was primarily due to the June 24, 2011 termination of the Samar Spirit bareboat charter.  The loss from investments in joint ventures was due to the operating results of ICON 126.  The decrease in finance income was primarily due to the normal lifecycle of our bareboat charters with Wilhelmsen, which experience scheduled, declining revenue over the course of the bareboat charters.

Expenses for the 2011 Quarter and the 2010 Quarter are summarized as follows:

   
Three Months Ended September 30,
        
   
2011
    
2010
    
Change
  
 General and administrative
   $ 258,163     $ 123,347     $ 134,816  
 Vessel operating expense
     1,125,193       -       1,125,193  
 Interest
     801,951       1,135,706       (333,755 )
 Depreciation and amortization
     898,832       1,320,956       (422,124 )
 Impairment loss
     -       250,000       (250,000 )
                         
 Total expenses
   $ 3,084,139     $ 2,830,009     $ 254,130  

Total expenses for the 2011 Quarter increased $254,130, or 9.0%, as compared to the 2010 Quarter. The increase in total expenses was primarily due to the increase in vessel operating expense, which resulted from our operation of the Samar Spirit between the time it came off bareboat charter until its sale.  This increase was offset by a decrease in depreciation expense resulting from the sale of the Samar Spirit and a decrease in interest expense resulting from the declining principal balance of our non-recourse debt.

Net (Loss) Income

As a result of the foregoing factors, net (loss) income for the 2011 Quarter and the 2010 Quarter was ($453,147) and $1,322,851, respectively. Net (loss) income per weighted average additional share of limited liability company interests outstanding for the 2011 Quarter and the 2010 Quarter was ($4.58) and $13.37, respectively.
 



Results of Operations for the Nine Months Ended September 30, 2011 (the “2011 Period”) and 2010 (the “2010 Period”)

Revenue for the 2011 Period and the 2010 Period is summarized as follows:
 
   
Nine Months Ended September 30,
        
   
2011
    
2010
    
Change
  
 Rental income
   $ 8,163,028     $ 9,646,161     $ (1,483,133 )
 Finance income
     2,144,647       2,841,926       (697,279 )
 (Loss) income from investments in joint ventures
     (337,990 )     152,253       (490,243 )
 Interest and other income
     33,596       241,278       (207,682 )
                         
 Total revenue
   $ 10,003,281     $ 12,881,618     $ (2,878,337 )

Total revenue for the 2011 Period decreased $2,878,337, or 22.3%, as compared to the 2010 Period.  The decrease in rental income was primarily due to the June 24, 2011 termination of the Samar Spirit bareboat charter.  The decrease in finance income was primarily due to the normal lifecycle of our bareboat charters with Wilhelmsen, which experience scheduled, declining revenue over the course of the bareboat charters. The loss from investments in joint ventures was due to the operating results of ICON 126.  The decrease in interest and other income was primarily due to the sale of our unsecured claim and proceeds received on the administrative expense claim against Spansion LLC during the 2010 Period.

Expenses for the 2011 Period and the 2010 Period are summarized as follows:

   
Nine Months Ended September 30,
        
   
2011
    
2010
    
Change
  
 General and administrative
   $ 609,928     $ 428,988     $ 180,940  
 Vessel operating expense
     1,212,735       -       1,212,735  
 Interest
     2,396,125       3,141,825       (745,700 )
 Depreciation and amortization
     3,412,303       4,001,201       (588,898 )
 Impairment loss
     22,314,396       250,000       22,064,396  
                         
 Total expenses
   $ 29,945,487     $ 7,822,014     $ 22,123,473  

Total expenses for the 2011 Period increased $22,123,473, or 282.8%, as compared to the 2010 Period.  The increase in total expenses was primarily due to the non-cash impairment charge recorded by ICON Samar and on our interest in North Sea.  The increase in vessel operating expense resulted from our operation of the Samar Spirit between June 24, 2011 and August 19, 2011.

Net (Loss) Income

As a result of the foregoing factors, net (loss) income for the 2011 Period and the 2010 Period was ($19,942,206) and $5,059,604, respectively. Net (loss) income per weighted average additional share of limited liability company interests outstanding for the 2011 Period and the 2010 Period was ($201.55) and $51.14, respectively.

Financial Condition

This section discusses the major balance sheet variances at September 30, 2011 compared to December 31, 2010.


 
 
Total Assets

     Total assets decreased $33,668,129, from $90,617,773 at December 31, 2010 to $56,949,644 at September 30, 2011. The decrease was primarily due to impairment losses recorded with respect to certain leased equipment and other non-current assets, the continued depreciation of our leased equipment at cost and the continued collection of payments associated with our net investment in finance leases.

Current Assets

Current assets increased $6,539,188, from $6,512,207 at December 31, 2010 to $13,051,395 at September 30, 2011. This increase was primarily due to proceeds from the sale of the Samar Spirit and the North Sea litigation settlement.
 
Total Liabilities

     Total liabilities decreased $12,920,654, from $49,590,606 at December 31, 2010 to $36,669,952 at September 30, 2011. The decrease was primarily due to the paydown of non-recourse debt in the ordinary course of business, a decrease in deferred revenue resulting from the timing of certain customer payments and a decrease in the liability position of our interest rate swap contracts.

Members’ Equity

Members’ equity decreased $20,747,475, from $41,027,167 at December 31, 2010 to $20,279,692 at September 30, 2011. The decrease was primarily due to the results of our operations and distributions paid to our members.
 
Liquidity and Capital Resources

At September 30, 2011 and December 31, 2010, we had cash and cash equivalents of $6,707,520 and $929,220, respectively. During our liquidation period, which we entered on May 1, 2008, our main sources of cash have been and will continue to be proceeds from sales of equipment as well as from collections of rentals on non-leveraged operating and direct finance leases, and our main use of cash has been and will continue to be distributions to our members.

Operating Activities
 
Sources of cash from operating activities decreased $1,555,653, from $1,982,990 in the 2010 Period to $427,337 in the 2011 Period. The decrease is a result of reduced collection of finance leases and the vessel operating expense incurred related to the Samar Spirit.
 
Investing Activities
 
Sources of cash from investing activities increased $8,743,233, from $472,362 in the 2010 Period to $9,215,595 in the 2011 Period.  The increase was due to proceeds from the sale of the Samar Spirit and the North Sea litigation settlement during the 2011 Period as compared to the 2010 Period.

Financing Activities

Uses of cash in financing activities increased $1,391,027, from $2,473,605 in the 2010 Period to $3,864,632 in the 2011 Period. The increase was due to the repayment of non-recourse debt related to ICON Samar during the 2011 Period offset by lower distributions being paid to our members during the 2011 Period as compared to the 2010 Period.

 

Financings and Borrowings

Non-Recourse Long-Term Debt

We had non-recourse long-term debt obligations at September 30, 2011 and December 31, 2010 of $35,492,171 and $47,174,188, respectively.  Our non-recourse long-term debt obligations consist of notes payable in which the lender has a security interest in the equipment and an assignment of the rental payments under the lease, in which case the lender is being paid directly by the lessee.   If the lessee were to default on the non-recourse long-term debt, the equipment would be returned to the lender in extinguishment of the non-recourse long-term debt.  Our existing leases have funded, and we anticipate will continue to fund, these obligations.

At September 30, 2011, we had $13,051,395 of current assets and $29,919,952 of current liabilities, which results in a $16,868,557 working capital deficit. Of the $29,919,952 of current liabilities, $22,620,873 consisted of payments due on our non-recourse debt and $721,298 consisted of direct payments to a lender to be made by our lessee. These direct payments are for a debt that had no corresponding current assets due to the classification of these transactions as operating leases. Therefore, when considering our overall working capital, direct payments should be excluded. The exclusion of these payments yields a working capital deficit of $16,147,259 at September 30, 2011.  The primary reason for this deficit is a balloon payment of approximately $22,750,000 due in 2011 related to the non-recourse financing of Aircraft 128.  Our options related to this payment include, but are not limited to, entering into a new lease arrangement, which would include a refinancing of the debt.  Currently, we are actively remarketing the aircraft. Our Manager believes that the cash we currently have available, the cash being generated from our remaining leases, and the proceeds we expect to receive from equipment and asset sales will be sufficient to continue our operations into the foreseeable future. However, our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ businesses that are beyond our control.  Effective May 10, 2011, we terminated the Prior Loan Agreement and no longer have a revolving line of credit.

Distributions

We, at our Manager’s discretion, paid monthly distributions to each of our additional members beginning the first month after each such member was admitted through the end of our operating period, which was on April 30, 2008. During the liquidation period, we plan to make distributions in accordance with the terms of our LLC Agreement. We expect that distributions made during the liquidation period will vary, depending on the timing of the sale of our assets and our receipt of rental and other income from our investments. We paid distributions to additional members and our Manager of $1,350,989 and $13,643, respectively, during the 2011 Period.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2011, we had non-recourse debt obligations outstanding. The lender has a security interest in the equipment related to each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the equipment.  In such cases, the lender is being paid directly by the lessee. If the lessee defaults on the lease, the equipment would be returned to the lender in extinguishment of the non-recourse debt.  At September 30, 2011, our outstanding non-recourse debt obligations were $35,492,171.

Off-Balance Sheet Transactions

None.

 



There are no material changes to the disclosures related to this item since the filing of our Annual Report on Form 10-K for the year ended December 31, 2010.


Evaluation of disclosure controls and procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended September 30, 2011, as well as the financial statements for our Manager, our Manager carried out an evaluation, under the supervision and with the participation of the management of our Manager, including its Co-Chief Executive Officers and the Principal Accounting and Financial Officer, of the effectiveness of the design and operation of our Manager’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 Accounting and Financial Officer concluded that our Manager’s disclosure controls and procedures were effective.

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

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 



In the ordinary course of conducting our business, we may be subject to certain claims, suits and complaints filed against us.  In our Manager’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position, cash flows or results of operations.  We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.


There have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2010.


We did not sell or redeem any shares of limited liability company interests during the three months ended September 30, 2011.


Not applicable.



Not applicable.
 

 
 
 
3.1
Certificate of Formation of Registrant (Incorporated by reference to Exhibit 4.3 to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on October 12, 2001 (File No. 333-67638)).
   
4.1
Amended and Restated Operating Agreement of Registrant (Incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form S-1 filed with the SEC on November 20, 2001 (File No. 333-67638)).
   
4.2
 
Amendment to the Registrant’s Amended and Restated Operating Agreement (Incorporated by reference to Exhibit 4.1.1 to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on August 19, 2002 (File No. 333-67638)).
   
10.1
Commercial Loan Agreement, dated as of August 31, 2005, by and among California Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2005).
   
10.2
Loan Modification Agreement, dated as of December 26, 2006, between California Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 26, 2006).
   
10.3
Loan Modification Agreement, dated as of June 20, 2007, between California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, filed November 6, 2009).
   
10.4
Third Loan Modification Agreement, dated as of May 1, 2008, between California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed May 20, 2008).
   
10.5
Fourth Loan Modification Agreement, dated as of August 12, 2009, between California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC, ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (Incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).
   
10.6
Termination of Commercial Loan Agreement, by and among California Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC, ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed May 13, 2011).
   
31.1
Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.
   
31.2
Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.
   
31.3
Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer.
   
32.1
Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2
Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.3
Certification of Principal Accounting and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS*
XBRL Instance Document.
   
101.SCH*
XBRL Taxonomy Extension Schema Document.
   
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document.
   
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
   
*
XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
 


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

ICON Income Fund Nine, LLC
(Registrant)

By: ICON Capital Corp.
      (Manager of the Registrant)

November 14, 2011
 
By: /s/ Michael A. Reisner
Michael A. Reisner
Co-Chief Executive Officer and Co-President
(Co-Principal Executive Officer)
 
By: /s/ Mark Gatto
Mark Gatto
Co-Chief Executive Officer and Co-President
(Co-Principal Executive Officer)

By: /s/ Keith S. Franz
Keith S. Franz
Senior Vice President - Finance
(Principal Accounting and Financial Officer)
 
22
 

ICON INCOME FUND NINE LLC Reports