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


 
 
ICON INCOME FUND
 
NINE, LLC
 

 

 

 

 

 

 

 

 

 

 

 
PORTFOLIO OVERVIEW
 
THIRD QUARTER
 
2011

 
 
 

 
 

Letter from the CEOs                                                                                                                                  As of December 19, 2011


Dear investor in ICON Income Fund Nine, LLC:

We write to briefly summarize our activity for the third quarter of 2011.  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.iconinvestments.com.

As of September 30, 2011, Fund Nine was in its liquidation period. During the liquidation period, distributions generated from net rental income and proceeds from equipment sales generally fluctuate as remaining leases come to maturity or equipment is sold.  During the third quarter of 2011, we made distributions in the aggregate amount of $455,154.

During the third quarter of 2011, we continued to manage the remaining assets in Fund Nine’s portfolio and, on August 19, 2011, we sold the Aframax product tanker, 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.

On August 29, 2011, we entered into agreements to lease the two Airbus A340-313X aircraft (B-HXO and B-HXN) for periods of seventy-three months upon redelivery of the aircraft by Cathay Pacific Airways Limited.  In connection with the leases, the non-recourse loans relating to the aircraft will be refinanced.

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 well as more information regarding Fund Nine’s operations to date. 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

 
 
 

 

 
ICON Income Fund Nine, LLC
 
Third Quarter 2011 Portfolio Overview

 
We are pleased to present ICON Income Fund Nine, LLC’s (the “Fund”) Portfolio Overview for the third quarter of 2011.  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.
 
On May 1, 2008, we entered our liquidation period, which is expected to continue for several years.  During the liquidation period, we began the gradual, orderly termination of the Fund’s operations and affairs, and liquidation or disposition of its equipment, leases and financing transactions.
 
Additionally, during the liquidation period you will receive distributions that are generated from net rental and loan income or equipment sales when realized.  In some months, the distribution may be larger than the current distribution, in some months the distribution may be smaller, and in some months there may not be any distribution.
 
Recent Transaction
 
·  
On August 19, 2011, we sold the Aframax product tanker, 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.
 
·  
On August 29, 2011, we entered into agreements to lease the two Airbus A340-313X aircraft (B-HXO and B-HXN) currently on lease to Cathay Pacific Airways Limited (“Cathay Pacific”) for periods of seventy-three months upon redelivery of the aircraft by Cathay Pacific.  In connection with the leases, the non-recourse loans relating to the aircraft will be refinanced.
 
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 September 30, 2011, our portfolio consisted primarily of the following investments.
 
·  
Forty-Six Great Dane refrigeration trailers subject to lease with Conwell Corporation.  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.  We own all of the interests in the entity that owns B-HXO.  We, through a joint venture owned 50% by us, own B-HXN.  The combined purchase price of the interests in both aircraft was approximately $106,333,000, comprised of approximately $6,403,000 in cash and non-recourse loans in the aggregate amount of approximately $99,930,000.  The lease for B-HXO expires on December 1, 2011 and the lease for B-HXN expired on July 1, 2011.
 
·  
Three roll-on-roll-off vehicle transportation vessels bareboat chartered to Wilhelmsen Lines Shipowning AS.  We purchased the Trianon, the Trinidad and the Tancred for the aggregate amount of 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 has generated approximately $29,570,000 in cash proceeds.

 
 
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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 amount of $4,551 and $13,643 for the three and nine months ended September 30, 2011, respectively.  Additionally, our Manager’s interest in our net loss was $4,531 and $199,421 for the three and nine months ended September 30, 2011, 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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ICON Income Fund Nine, LLC
 
(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
               
 
 
 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  


 
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ICON Income Fund Nine, LLC
 
(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  


 
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ICON Income Fund Nine, LLC
 
(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  

 
 
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ICON Income Fund Nine, LLC
 
(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  

 
 
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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  
 
 
 
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Forward-Looking InformationCertain 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.iconinvestments.com
 
or
 
·  
Visiting www.sec.gov
 
or
 
·  
Writing us at:  Angie Seenauth c/o ICON Investments, 3 Park Avenue, 36th Floor, New York, NY 10016.
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.
 

 
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