Back to GetFilings.com
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 period ended September 30, 2002
-----------------------------------------------------------
[ ] 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 333-67638
---------------------------------------------------------
ICON Income Fund Nine, LLC
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-4183234
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
100 Fifth Avenue, 10th 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
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2002 2001
---- ----
Assets
------
Cash $ 2,499,985 $ 804,640
------------- ------------
Cash held in escrow - 1,650,000
------------- ------------
Investment in operating leases
Equipment, at cost 171,083,166 -
Accumulated depreciation (2,674,305) -
------------- ------------
168,408,861 -
------------- ------------
Investment in unconsolidated joint ventures 3,319,999 -
Due from affiliates 118,423
Other assets 569,310 -
------------- ------------
Total assets $ 174,916,578 $ 2,454,640
============= ============
Liabilities and Members' Equity
-------------------------------
Notes payables - non recourse $ 135,239,213 $ -
Due to manager 1,485,948 -
Security deposits and other liabilities 760,096 -
Deferred income 630,461 -
Minority interest in joint venture 3,679,602 -
Minority interest in subsidiary 996,446
Accrued offering expenses - Manager - 2,533
------------- ------------
142,791,766 2,533
------------- ------------
Members' equity
Manager (one share outstanding, $1,000
per share original issue price) (12,731) 997
Additional members (38,567.989 and 2,834.024
shares outstanding, $1,000 per share original
issue price) 32,137,543 2,451,110
------------- ------------
Total members' equity 32,124,812 2,452,107
------------- ------------
Total liabilities and members' equity $ 174,916,578 $ 2,454,640
============= ============
See accompanying notes to financial statements.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Consolidated Statements of Operations
(Unaudited)
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
2002 2002
---- ----
Revenues
Rental income $ 2,827,990 $ 4,152,910
Interest income and other 15,555 39,961
Income from investment in
joint venture 35,089 77,098
----------- -----------
Total revenues 2,878,634 4,269,969
----------- -----------
Expenses
Depreciation and amortization
expense 1,799,993 2,674,305
Interest expense 1,008,254 1,008,254
Management fee - Manager 173,223 259,045
Administrative fee reimbursement -
Manager 69,289 103,614
General and administrative 28,276 137,692
Minority interest expense 9,547 230,345
----------- -----------
Total expenses 3,088,582 4,413,255
----------- -----------
Net loss $ (209,948) $ (143,286)
=========== ===========
Net loss income allocable to:
Managing member $ (2,099) $ (1,433)
Additional members (207,849) (141,853)
----------- -----------
$ (209,948) $ (143,286)
=========== ===========
Weighted average number of
additional member shares
outstanding 34,650 22,059
=========== ===========
Net loss per weighted average
additional member shares $ (6.00) $ (6.43)
=========== ===========
See accompanying notes to consolidated financial statements.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Consolidated Statement of Changes Members' Equity
For the Nine Months Ended September 30, 2002
and the Year Ended December 31, 2001
(Unaudited)
Additional Members Distributions
--------------------------------
Return of Investment Additional Managing
Capital Income Members Members Total
------- ------ ------- ------- -----
(Per weighted average share)
Managing member's capital contribution $ - $ 1,000 $ 1,000
Proceeds from issuance of additional
members shares (2,834.024 shares) 2,834,024 - 2,834,024
Sales and offering expenses (382,593) - (382,593)
Net loss (321) (3) (324)
------------- ----------- ------------
Balance at
December 31, 2001 2,451,110 997 2,452,107
Proceeds from issuance
of additional member shares
(35,733.965 shares) 35,733,965 - 35,733,965
Sales and offering expenses (4,688,406) - (4,688,406)
Cash distributions
to members $ 55.18 $ - (1,217,273) (12,295) (1,229,568)
Net loss (141,853) (1,433) (143,286)
------------- ----------- ------------
Balance at
September 30, 2002 $ 32,137,543 $ (12,731) $ 32,124,812
============= =========== =============
See accompanying notes to financial statements.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30,
(Unaudited)
Cash flows from operating activities:
Net loss $ (143,286)
------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Interest expense on non-recourse financing paid
directly by lessees 993,518
Depreciation and amortization 2,674,305
Minority interest expense 230,345
Income from investment in joint venture (77,098)
Rental income paid directly to lenders by lessees (2,149,539)
Changes in operating assets and liabilities:
Other assets (569,310)
Due from affiliates (118,423)
Due to Manager 1,485,948
Deferred income 630,461
Security deposits and other liabilities 760,096
Other (2,533)
------------
Total adjustments 3,857,770
------------
Net cash provided by operating activities 3,714,484
------------
Cash flows used in investing activities:
Investment in operating leases (33,687,932)
Investment in unconsolidated joint venture (3,242,901)
Cash received from escrow 1,650,000
------------
Net cash used in investing activities (35,280,833)
------------
Cash flows from financing activities:
Issuance of membership shares,
net of offering expenses 31,045,559
Minority interest contribution (net) 3,445,703
Cash distributions to members (1,229,568)
------------
Net cash provided by financing activities 33,261,694
------------
Net increase in cash and cash equivalents 1,695,345
Cash and cash equivalents at beginning
of the period 804,640
------------
Cash and cash equivalents at end
of the period $ 2,499,985
============
See accompanying notes to financial statements.
ICON Income Fund Nine, LLC
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows (Continued)
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
For the nine months ended September 30, 2002, non-cash activities included
the following:
2002
----
Rental income assigned operating
lease receivables $ 2,149,539
Principal and interest paid directly to
lenders by lessees (2,149,539)
-------------
$ -
=============
Fair value of equipment purchased
for debt $ 136,395,234
Non-recourse notes payable assumed
in purchase price (136,395,234)
-------------
$ -
=============
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements
September 30, 2002
(Unaudited)
1. Organization
ICON Income Fund Nine, LLC ("the Company"or the "LLC") was formed on July
11, 2001 as a Delaware limited liability company with an initial capitalization
of $1,000 by ICON Capital Corp. (the "Manager") for one member share. It was
formed to acquire various types of equipment, to lease such equipment to third
parties and, to a lesser degree, to enter into secured financing transactions.
The Company's maximum offering is $100,000,000. The Company commenced business
operations on December 18, 2001, with the admission of members representing
1,249.91 additional shares at $1,000 per share, aggregating $1,249,910 of
capital contributions. As of December 31, 2001, members representing 1,584.114
additional shares had been admitted into the Company totaling gross proceeds of
$1,584,114, bringing the total admissions to 2,834.024 shares, totaling
$2,834,024 in capital contributions at that date (exclusive of the Manager's
interest as a member). From January 1, 2002, through September 30, 2002, an
additional 35,733.965 shares were sold for gross proceeds of $35,733,965. As of
September 30, 2002, total additional member shares were 38,567.989, totaling
$38,567,989 in capital contributions. As of September 30, 2002 total offering
expenses were $5,070,999, bringing the net offering proceeds received by the
Company to $33,496,990.
The Manager is a Connecticut corporation. The Manager manages and controls
the business affairs of the Company's equipment, leases and financing
transactions under a management agreement with The Company.
ICON Securities Corp., an affiliate of the Manager, receives or is entitled
to receive, a sales commission and underwriting fee from the gross proceeds from
sales of all shares. The Manager is entitled to receive organization and
offering expenses from the gross proceeds of such sales. The total underwriting
compensation paid by the Company, including underwriting commissions, sales
commissions, incentive fees, public offering expense reimbursements and due
diligence activities is limited to 13.5% of gross proceeds up to the first
$25,000,000 raised, 12.5% of gross offering proceeds from $25,000,001 to
$50,000,000 and 11.5% of gross offering proceeds from $50,000,001 to
$100,000,000. During the nine months at September 30, 2002, such offering
expenses aggregated $4,688,406 of which $2,857,154 was paid to third parties and
$1,831,252 was paid to the Manager. The Company paid or accrued offering
expenses of $382,593 during the period ended December 31, 2001, which amount was
charged directly to members equity.
Profits, losses, cash distributions and disposition proceeds will be
allocated 99% to Members and 1% to the Manager until each Member has received
cash distributions and disposition proceeds sufficient to reduce its adjusted
capital contribution account to zero and receive, in addition, other
distributions and allocations which would provide an 8% per annum cumulative
return on its outstanding adjusted capital contribution account. After such
time, the distributions will be allocated 90% to the Members and 10% to the
Manager.
2. Basis of Presentation
The financial statements of the Company have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (the "SEC") and,
in the opinion of management, include all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of results for each period
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements - Continued
shown. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such SEC rules and regulations. Management believes that the disclosures made
are adequate to make the information presented not misleading. The results for
the interim periods are not necessarily indicative of the results for the full
year. These financial statements should be read in conjunction with the
financial statements and notes included in the Company's 2001 Annual Report on
Form 10-K.
3. Related Party Transactions
Fees and expenses paid or accrued ($1,485,948 is due to the Manager at
September 30, 2002) by the Company to the Manager or its affiliates directly or
on behalf of joint ventures in which the company has an interest were as follows
for the period ended September 30, 2002:
Organization and offering
expenses $ 1,116,573 Charged to equity
Underwriting commissions 714,679 Charged to equity
Acquisition fees 4,983,005 Capitalized as part of investment
in operating leases
Acquisition fees 1,117,901 Capitalized as part of investment
in joint venture
Management fees 259,045 Charged to operations
Administrative expense
reimbursements 103,614 Charged to operations
-------------
$ 8,294,817
-------------
4. Consolidated Joint Ventures and Investments in Unconsolidated Joint
Ventures
The LLC and affiliates formed three joint ventures discussed below for the
purpose of acquiring and managing various assets.
Consolidated Ventures
The joint ventures described below are owned 95% and 51%, respectively, and
are consolidated in the financial statements of the LLC.
ICON/Kenilworth LLC
-------------------
In the quarter ended September 30, 2002, the LLC and ICON Income Fund Eight
B L.P. ("Fund Eight B"), an affiliated partnership, formed ICON/Kenilworth, LLC
for the purpose of acquiring a natural gas-fired 25MW co-generation facility for
a total purchase price of $8,630,000 in cash, with an assumed non-recourse debt
of $7,658,892, consisting of a senior debt of $7,420,156 and a junior debt of
$238,736. The acquisition closed on September 30, 2002. The facility is subject
to a lease with Energy Factors Kenilworth, Inc., and the lease expires in July
2004. In addition, there was a total of $488,667 in acquisition fees paid to the
Manager
The LLC and Fund Eight B have ownership interest of 95% and 5%,
respectively. Fund Eight B's interest is accounted for as minority interest in
joint venture on the consolidated balance sheets and minority interest expense
on the consolidated statements of operations.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements - Continued
ICON SPK 2023-A LLC
-------------------
In the quarter ended March 31, 2002, the LLC and Fund Eight B, formed ICON
SPK 2023-A, LLC for the purpose of acquiring a portfolio of leases for an
aggregate purchase price of $7,750,000 in cash plus $118,575 of acquisition fees
paid by the LLC. The leases expire on various dates commencing April 2003
through April 2008.
The LLC and Fund Eight B have ownership interests of 51% and 49%,
respectively. Fund Eight B's interest is accounted for as minority interest in
joint venture on the consolidated balance sheets and minority interest expense
on the consolidated statements of operations.
In June 2002, Fund Eight B paid $113,925 into the venture for its share of
acquisition fees which in turn was paid to the Manager on behalf of the LLC.
Investment in Unconsolidated Joint Venture
The joint venture described below is 50% owned and is accounted for
following the equity method.
ICON Aircraft 126 LLC
---------------------
In early 2002, the LLC and Fund Eight B formed ICON Aircraft 126, LLC
("ICON 126") for the purpose of acquiring all of the outstanding shares of Delta
Aircraft Leasing Limited ("D.A.L."), an unaffiliated Cayman Islands registered
company, which owns, through an Owner Trust, an Airbus A340-313X aircraft which
is on lease to Cathay Pacific through March 2006. The stock was acquired for
$4,250,000 in cash. The aircraft owned by D.A.L. is subject to non-recourse debt
provided by unaffiliated lenders. As of September 30, 2002, there was
$68,311,565 outstanding under the non-recourse debt.
The LLC and Fund Eight B each own a 50% interest in ICON 126. ICON 126
consolidates the financial position and operations of D.A.L. in its financial
statements.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements - Continued
The LLC's original investment in ICON 126 was recorded at a cost of
$3,242,901, inclusive of related acquisition fees of $1,117,901. Information as
to the consolidated financial position and results of operations of ICON 126 as
of September 30, 2002 is summarized below:
September 30, 2002
------------------
Assets $ 75,343,390
===============
Liabilities $ 68,703,392
===============
Equity $ 6,639,998
===============
Partnership's share of equity $ 3,319,999
===============
Nine Months Ended
September 30, 2002
------------------
Net income $ 154,196
===============
Partnership's share of net income $ 77,098
===============
5. Investment In Subsidiaries
The following subsidiaries' assets, liabilities, income and expenses are
consolidated on the LLC's balance sheets and statements of operations.
ICON Aircraft 128, LLC
----------------------
In the quarter ending September 30, 2002, the LLC formed ICON Aircraft 128,
LLC ("ICON 128") for the purpose of acquiring 53% of the outstanding shares of
HXO Aircraft Leasing Limited ("HXO"), an unaffiliated Cayman Islands registered
company, which owns, through an Owner Trust, an Airbus A340-300ER aircraft which
is on lease to Cathay Pacific through June 2006. The stock was acquired for
$2,250,000 in cash. The LLC also paid or accrued $2,041,243 in acquisition fees
to the Manager. The aircraft owned by HXO is subject to non-recourse debt
provided by unaffiliated lenders. As of September 30, 2002, there was
$63,250,557 outstanding under the non-recourse debt. ICON 128 consolidates the
financial position and operations of HXO in its financial statements.
HXO's 47% interest is accounted for as minority interest in subsidiary on
the consolidated balance sheets and minority expense on the consolidated
statements of operations.
The LLC has a commitment to acquire an additional 23% of the shares of HXO
for $1 million cash on or before December 15, 2002. The Company has included
such amount payable as minority interest in subsidiary on the consolidated
balance sheets. The LLC also has an option to acquire the remaining 24% of the
shares, exercisable at a price of $1 million plus interest at 7% per annum,
calculated from the initial closing date to the date the option is exercised.
Upon the LLC raising $75 million from its offering of shares, the option becomes
an obligation.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
Notes to Consolidated Financial Statements - Continued
Wilhelmsen
----------
In the quarter ended September 30, 2002, the LLC formed ICON Trianon LLC,
ICON Trinidad LLC and ICON Tancred LLC for the purpose of acquiring three car
and truck carrying vessels, for $9,690,060 in cash and the assumption of
non-recourse debt of $64,329,764. The vessels are subject to lease with
Wilhelmsen Lines Shipowning, a wholly-owned subsidiary of Wallenius Wilhelmsen
Lines ASA, and the leases expire in November 2008. In addition, the LLC paid or
accrued $2,220,595 in acquisition fees to the Manager.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
September 30, 2002
Item 2: Manager's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for the Three Months Ended September 30, 2002
During the three months ended September 30, 2002, ("2002 Quarter") the LLC
invested $9,118,667 (inclusive of $488,667 of acquisition fees) in one joint
venture (ICON Kenilworth LLC - see note 4), $4,291,243 in a majority-owned
subsidiary (ICON 128 - see note 5) and $11,910,655 in three wholly-owned
subsidiaries (Wilhelmsen - see note 5).
The LLC commenced operations on December 18, 2001, therefore no comparison
to the third quarter of 2001 can be made.
Revenues for the 2002 Quarter were $2,878,634. These revenues were
primarily composed of rental income of $2,827,990.
Expenses for 2002 Quarter were $3,088,582. These expenses included
depreciation and amortization expense of $1,799,993, interest expense of
$1,008,254 and management fee payable to the Manager of $173,223.
Net loss for the 2002 Quarter was $209,948. The net loss per weighted
average additional members shares was $6.00. The revenue and expenses for the
quarter were consistent with the LLC's level of activity based upon the
transactions completed.
As of September 30, 2002 there were no known trends or demands,
commitments, events or uncertainties, which are likely to have any material
effect on net revenues and the results of operations.
Results of Operations for the Nine Months Ended September 30, 2002
During the nine months ended September 30, 2002 ("2002 Period"), the LLC
invested $20,344,067 in three joint ventures, $4,291,243 in a majority-owned
subsidiary and $11,910,655 in wholly-owned subsidiaries.
The LLC commenced operations on December 18, 2001, therefore no comparison
to the nine months ended September 30, 2001 can be made.
Revenues for the 2002 Period were $4,269,969. These revenues were composed
of rental income of $4,152,910, consisting of $2,003,371 from ICON SPK2023-A LLC
and $2,149,539 from ICON 128, interest income and other of $39,961 and income
from an investment in ICON 126 of $77,098.
Expenses for the 2002 Period were $4,413,255. These expenses included
depreciation and amortization expense of $2,674,305, general and administrative
expense of $137,692, management fee payable to the Manager of $259,045,
administrative expense reimbursement payable to the Manager of $103,614 and
minority interest expense of $230,345.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
September 30, 2002
Net loss for the 2002 Period was $143,286. The net loss per weighted
average additional members shares was $6.43.
As of September 30, 2002 there were no known trends or demands,
commitments, events or uncertainties, which are likely to have any material
effect on net revenues and the results of operations.
Liquidity and Capital Resources
The LLC's primary sources of funds for the 2002 Period were access to debt
associated with the Company's investments in unconsolidated joint ventures in
the amount of $35,138,367, consolidated joint ventures in the amount of
$7,658,892, and subsidiaries in the amount of $128,736,342. In addition, the
Company had capital contributions, net of offering expenses, of $31,045,559,
minority interest investments of $3,445,703, and net cash provided by operating
activities of $3,714,484.
Cash was utilized, in part, for investments in leases of $33,687,932,
investment in an unconsolidated joint venture of $3,242,901 and cash
distributions to members of $1,229,568. It is anticipated that as the LLC
continues to receive proceeds from the sales of membership shares, it will
continue to invest in equipment leases while retaining sufficient cash to meet
its reserve requirements and recurring obligations. Additionally, the LLC
anticipates borrowing or assuming on acquisitions non-recourse debt to increase
the size and diversification of its leased equipment portfolio. Further, the LLC
intends to reinvest cash generated from operations and sales in excess of its
distribution objectives and reserve requirements in additional leased equipment.
During the 2002 Period, the Company and an affiliate, Fund Eight B, formed
three joint ventures for the purpose of acquiring and managing various assets.
The Company and the affiliate have identical investment objectives and
participate on the same terms and conditions. The Company has a right of first
refusal to purchase the equipment, on a pro-rata basis, if the affiliate desires
to sell its interest in the equipment or in the joint venture. In the instance
where the Company is not the majority owner, the investment is accounted for
following the equity method. Where the Company is the majority owner, the joint
ventures are consolidated, with the other joint venturers' interests reflected
on the Company's consolidated balance sheets as "Minority interest in joint
venture". The net investment in the unconsolidated joint venture is recorded on
the Company's' consolidated balance sheets as "Investment in unconsolidated
joint venture", with summarized financial data of the unconsolidated joint
venture presented in footnote 4 to the Company's consolidated financial
statements. The Company's share of equity, income and distributions (if any) are
also presented in the footnote. The Company's share of income of the
non-consolidated joint venture is reflected on the consolidated statements of
operations as income from investment in joint venture. Because the Company's
share of the joint venture is pari passu with the other joint venturer, the
impact on net income is the same as if the joint venture were consolidated.
As of September 30, 2002 there were no known trends or demands,
commitments, events or uncertainties, which are likely to have any material
effect on liquidity.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
September 30, 2002
Item 3. Qualitative and Quantitative Disclosures About Market Risk
The LLC is exposed to certain market risks, including changes in interest
rates and the demand for equipment (and the related residuals) owned by the LLC
and its investee. Except as described below, the LLC believes its exposure to
other market risks are insignificant to both its financial position and results
of operations.
The LLC manages its interest rate risk by obtaining fixed rate debt either
directly or through its joint ventures.
The LLC manages its exposure to equipment and residual risk by monitoring
the market and maximizing re-marketing proceeds received through re-lease or
sale of equipment.
Item 4. Controls and Procedures
Beaufort J.B. Clarke and Thomas W. Martin, the Principal Executive and
Principal Financial Officers, respectively, of ICON Capital Corp. ("ICC"), the
Manager of the LLC, have evaluated the disclosure controls and procedures of the
LLC within 90 days prior to the filing of this quarterly report. As used herein,
the term "disclosure controls and procedures" has the meaning given to the term
by Rule 13a-14 under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), and includes the controls and other procedures of the LLC that are
designed to ensure that information required to be disclosed by the LLC in the
reports that it files with the SEC under the Exchange Act is recorded processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. As part of their evaluation, Messrs. Clarke and Martin conferred with the
finance and accounting staff of ICC and the finance and accounting staff of ICON
Holdings Corp., the parent of the Manager. Management has presented the results
of its most recent evaluation to the LLC's independent auditors, KPMG LLP. Based
upon their evaluation, Messrs. Clarke and Martin have concluded that the LLC's
disclosure controls and procedures provide reasonable assurance that the
information required to be disclosed by the LLC in this report is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms applicable to the preparation of this report.
There have been no significant changes in the LLC's internal controls or in
other factors that could significantly affect the LLC's internal controls
subsequent to the evaluation described above conducted by ICC's principal
executive and financial officers.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
PART II - OTHER INFORMATION
- ---------------------------
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
No reports on Form 8-K were filed by the Company during the quarter ended
September 30, 2002.
Exhibits
- --------
99.1 Certification of Chairman and Chief Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
99.2 Certification of Executive Vice President and Principal Financial and
Accounting Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICON Income Fund Nine, LLC
File No. 333-67638(Registrant)
By its Manager,
ICON Capital Corp.
November 14, 2002 /s/ Thomas W. Martin
- ------------------------ --------------------------------------------------
Date Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of the
Manager of the Registrant)
Certifications - 10-Q
I, Beaufort J.B. Clarke, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Income Fund
Nine, LLC;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Beaufort J.B. Clarke
- -----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Income Fund Nine, LLC
I, Thomas W. Martin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICON Income Fund
Nine, LLC;
2. Based on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: November 14, 2002
/s/ Thomas W. Martin
- ----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the Manager of the Registrant)
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
September 30, 2002
EXHIBIT 99.1
I, Beaufort J.B. Clarke, Chairman and Chief Executive Officer of ICON
Capital Corp, the Manager of ICON Income Fund Nine, LLC, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended September 30, 2002
(the "Periodic Report") which this statement accompanies fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of
1934 (15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Nine, LLC.
Dated: November 14, 2002
/s/ Beaufort J.B. Clarke
--------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Income Fund Nine, LLC
ICON Income Fund Nine, LLC
(A Delaware Limited Liability Company)
September 30, 2002
EXHIBIT 99.2
I, Thomas W. Martin, Executive Vice President (Principal Financial and
Accounting Officer) of ICON Capital Corp, the Manager of ICON Income Fund Nine,
LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the period ended September 30, 2002
(the "Periodic Report") which this statement accompanies fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of
1934 (15 U.S.C. 78m) and
(2) information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of
ICON Income Fund Nine, LLC.
Dated: November 14, 2002
/s/ Thomas W. Martin
--------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Income Fund Nine, LLC