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


 
 
INCOME FUND
 
NINE, LLC
 

 

 

 

 

 

 

 

 

 

 

 
PORTFOLIO OVERVIEW
 
FIRST QUARTER
 
2011

 
 
 

 
 

Letter from the CEOs                                                                                                                                             As of June 8, 2011


Dear investor in ICON Income Fund Nine, LLC:

We write to briefly summarize our activity for the first 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 March 31, 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 first quarter of 2011, we made distributions in the aggregate amount of $404,030.

We currently own interests in two aircraft that are subject to lease with Cathay Pacific Airways Limited, a publicly traded company on the Hong Kong Stock Exchange, which are scheduled to come off lease during the second half of 2011.  We are actively remarketing the aircraft and are hopeful that we will be able to realize on this investment in a favorable manner.

On March 29, 2011, Fund Nine entered into an agreement to sell its portfolio of remaining leases with various United Kingdom lessees to Key Finance Group Limited for approximately $269,000.  The majority of the portfolio was comprised of manufacturing and technology equipment, including laptops, desktops and printers.  We received a gross cash-on-cash return of approximately 143% in rental and sale proceeds related to this investment.

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

Sincerely,

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

 
 
 

 

 
ICON Income Fund Nine, LLC

First Quarter 2011 Portfolio Overview


 
We are pleased to present ICON Income Fund Nine, LLC’s (the “Fund”) Portfolio Overview for the first 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.  During the first quarter of 2011, we operated in our liquidation period.
 
Portfolio Overview
 
Our portfolio consists of investments that we have made directly, as well as those that we have made with our affiliates.  As of March 31, 2011, our portfolio consisted primarily of the following investments.
 
·  
Forty-Six Great Dane refrigeration trailers subject to lease with Conwell Corporation, a wholly-owned subsidiary of Frozen Foods Express Industries, Inc.  The equipment was purchased for approximately $1,962,000.  The lease expired in April 2010 and continues to be extended on a month-to-month basis.
 
·  
Two Airbus A340-313X aircraft (B-HXO and B-HXN) leased to Cathay Pacific Airways Limited.  We own all of the interests in the entity that owns B-HXO and have a 50% interest in B-HXN through a joint venture with ICON Income Fund Eight B L.P. (“Fund Eight B”), an entity also managed by our Manager.  The combined purchase price of the interests in both aircraft was approximately $106,333,000, comprised of approximately $6,403,000 in cash and non-recourse loans in the aggregate amount of approximately $99,930,000.  The original lease for B-HXO was due to expire on June 12, 2006, but was extended until December 1, 2011.  The original lease for B-HXN was due to expire on March 27, 2006, but was extended until July 1, 2011.  In connection with both lease extensions, the outstanding debt attributable to each aircraft was refinanced.  The new loans are scheduled to mature concurrently with the lease expiration dates for each aircraft.
 
·  
One Aframax 98,640 DWT (deadweight tonnage) product tanker – the M/T Samar Spirit (the “Samar Spirit”).  The purchase price of the Samar Spirit was approximately $40,250,000, comprised of approximately $16,868,000 in cash and a non-recourse loan in the amount of approximately $23,382,000.  Simultaneously with the purchase, the Samar Sprit was bareboat chartered back to an affiliate of Teekay Corporation for a period of forty-eight months and the bareboat charter is scheduled to expire in July 2011.
 
·  
Three roll-on-roll-off vehicle transportation vessels bareboat chartered to Wilhelmsen Lines Shipowning AS.  We, through our wholly-owned subsidiaries, purchased the M/V Trianon, the M/V Trinidad and the M/V Tancred for approximately $74,020,000, comprised of approximately $9,690,000 in cash and a non-recourse loan in the amount of approximately $64,330,000.  The bareboat charters for all three vessels were extended through December 2013.  In connection with the bareboat charter extensions, the outstanding debt attributable to each vessel was refinanced.  The bareboat charter payments will completely repay the principal loan balances associated with each vessel before the end of the bareboat charters.  The refinancing generated $22,043,000 in cash proceeds.
 
Revolving Line of Credit
 
As of March 31, 2011, the Fund and certain entities managed by our Manager (collectively, the “Borrowers”) were party to a Commercial Loan Agreement, as amended (the “Loan Agreement”), with California Bank & Trust.    On May 10, 2011, the Loan Agreement was terminated.


 
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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 $4,038 for the three months ended March 31, 2011.  Additionally, our Manager’s interest in our net loss was $101,482 for the three months ended March 31, 2011.
 
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
 
   
March 31,
       
   
2011
   
December 31,
 
   
(unaudited)
   
2010
 
 Current assets:
           
 Cash and cash equivalents
  $ 1,734,096     $ 929,220  
 Current portion of net investment in finance leases
    5,825,895       5,582,987  
                 
 Total current assets
    7,559,991       6,512,207  
                 
 Non-current assets:
               
 Net investment in finance leases, less current portion
    10,829,038       12,379,833  
 Leased equipment at cost (less accumulated depreciation of
               
     $23,037,981 and $21,751,790, respectively)
    56,267,178       68,871,626  
 Investments in joint ventures
    1,301,680       1,259,152  
 Investment in unguaranteed residual values
    257,813       257,813  
 Other non-current assets, net
    1,301,267       1,337,142  
                 
 Total non-current assets
    69,956,976       84,105,566  
                 
 Total Assets
  $ 77,516,967     $ 90,617,773  
 
               
Liabilities and Members' Equity
 
                 
 Current liabilities:
               
 Current portion of non-recourse long-term debt
  $ 34,726,780     $ 36,374,188  
 Interest rate swap contracts
    1,047,403       1,279,541  
 Deferred revenue
    292,800       904,608  
 Accrued expenses and other current liabilities
    1,278,638       232,269  
                 
 Total current liabilities
    37,345,621       38,790,606  
                 
 Non-current liabilities:
               
 Non-recourse long-term debt, less current portion
    9,450,000       10,800,000  
                 
 Total Liabilities
    46,795,621       49,590,606  
                 
 Commitments and contingencies
               
 
               
 Members' Equity:
               
Additional Members
    32,273,880       42,720,633  
Manager
    (543,602 )     (438,082 )
Accumulated other comprehensive loss
    (1,008,932 )     (1,255,384 )
                 
 Total Members' Equity
    30,721,346       41,027,167  
                 
 Total Liabilities and Members' Equity
  $ 77,516,967     $ 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 March 31,
 
   
2011
   
2010
 
 Revenue:
           
 Rental income
  $ 2,674,362     $ 3,220,494  
 Finance income
    772,612       1,004,635  
 Income from investments in joint ventures
    37,706       27,258  
 Net loss on sales of equipment
    (2,960 )     (1,205 )
 Interest and other income
    13,797       154,063  
                 
 Total revenue
    3,495,517       4,405,245  
                 
 Expenses:
               
 General and administrative
    202,110       185,653  
 Interest
    843,066       1,150,057  
 Depreciation and amortization
    1,319,181       1,359,469  
 Impairment loss
    11,279,403       -  
                 
 Total expenses
    13,643,760       2,695,179  
                 
 Net (loss) income
  $ (10,148,243 )   $ 1,710,066  
                 
 Net (loss) income allocable to:
               
 Additional Members
  $ (10,046,761 )   $ 1,692,965  
 Manager
    (101,482 )     17,101  
                 
    $ (10,148,243 )   $ 1,710,066  
                 
 Weighted average number of additional shares
               
 of limited liability company interests outstanding
    97,955       97,955  
                 
 Net (loss) income per weighted average additional share
               
  of limited liability company interests outstanding
  $ (102.57 )   $ 17.28  
 
 
 
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ICON Income Fund Nine, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statement of Changes in 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  

 
 
5

 
 

ICON Income Fund Nine, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
 
 
   
Three Months Ended March 31,
 
   
2011
   
2010
 
 Cash flows from operating activities:
           
 Net (loss) income
  $ (10,148,243 )   $ 1,710,066  
 Adjustments to reconcile net (loss) income to net cash
               
 provided by operating activities:
               
 Rental income paid directly to lenders by lessees
    (1,993,000 )     (2,638,000 )
 Finance income
    (772,612 )     (1,004,635 )
 Income from investments in joint ventures
    (37,706 )     (27,258 )
 Net loss on sale of equipment
    2,960       1,205  
 Depreciation and amortization
    1,319,181       1,359,469  
 Interest expense on non-recourse financing paid directly to lenders by lessees
    661,918       1,105,448  
 Interest expense from amortization of debt financing costs
    31,009       44,297  
 Impairment loss
    11,279,403       -  
 Changes in operating assets and liabilities:
               
Collection of finance leases
    446,190       597,795  
Other assets, net
    -       3,623  
Deferred revenue
    (611,808 )     (510,953 )
Due to Manager and affiliates
    -       13,281  
Accrued expenses and other current liabilities
    1,023,844       (12,668 )
Distributions from joint ventures
    -       40,132  
                 
 Net cash provided by operating activities
    1,201,136       681,802  
                 
 Cash flows from investing activities:
               
 Proceeds from sales of equipment
    7,770       91,000  
 Distributions received from joint ventures in excess of profits
    -       101,125  
                 
 Net cash provided by investing activities
    7,770       192,125  
                 
 Cash flows from financing activities:
               
 Cash distributions to members
    (404,030 )     (832,782 )
                 
 Net cash used in financing activities
    (404,030 )     (832,782 )
                 
 Net increase in cash and cash equivalents
    804,876       41,145  
                 
 Cash and cash equivalents, beginning of the period
    929,220       1,033,840  
                 
 Cash and cash equivalents, end of the period
  $ 1,734,096     $ 1,074,985  

 
 
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ICON Income Fund Nine, LLC
 
(A Delaware Limited Liability Company)
 
Consolidated Statements of Cash Flows
 
(unaudited)
 
       
   
Three Months Ended March 31,
 
   
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
  $ 3,627,310     $ 4,367,080  
 
 
 
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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 Capital Corp., 120 Fifth Avenue, 8th Floor, New York, NY 10011
 
We do not distribute these reports to you directly in order to keep our expenses down as the cost of mailing this report to all investors is significant.  Nevertheless, the reports are immediately available upon your request.


 
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