SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2007
----------------
ATEL Capital Equipment Fund IX, LLC
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 000-50210 94-3375584
-------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 California Street, 6th Floor, San Francisco, California 94108-2733
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 989-8800
--------------
N/A
-------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 4.01 Changes in Registrant's Certifying Accountant
On February 5, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as its
principal independent accountants. E&Y continues to be engaged by the Registrant
to perform tax services. The decision to change the Registrant's principal
independent accountants was recommended and approved by the board of directors
of ATEL Leasing Corporation ("ALC"), the managing member of ATEL Financial
Services, LLC ("AFS"), the Registrant's manager. The Registrant does not have a
separate audit committee, and the board of directors of ALC (the "Board")
therefore acts as the Registrant's audit committee.
E&Y's report on the Registrant's financial statements for the year ended
December 31, 2005, the Registrant's most recent fiscal year for which an
independent accountant's report has been issued on its financial statements, did
not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles. During the
Registrant's fiscal years ended December 31, 2005 and 2006, and the subsequent
interim period through February 5, 2007, the date of E&Y's dismissal, there were
no disagreements with E&Y on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of E&Y would have caused it to make reference to
the subject matter of the disagreement in connection with its report on the
financial statements for that period, nor, except as set forth in the following
paragraph, have there been any "reportable events" as defined under Item
304(a)(1)(v) of Regulation S-K during such period.
As discussed in Item 9A of the Registrant's annual report on Form 10-K for the
year ended December 31, 2005, the Registrant determined that its disclosure
controls and procedures over the: a) application of generally accepted
accounting principles for leasing transactions (specifically, timely
identification and recording of impairment in leased assets, accumulating and
capitalizing costs for initiating leases, and properly amortizing costs
associated with the initiation of a lease); b) allocation of costs incurred by
the Registrant's Manager on behalf of the Registrant; c) process of identifying
and estimating liabilities in the correct period; d) proper accounting for
investments in warrants (specifically, determining the appropriate carrying
amount and proper disclosures for warrants, including classification of these
investments as derivatives and the related accounting in accordance with SFAS
No. 133, amended by SFAS Nos. 137, 138 and 149); and e) financial statement
close process, including evaluating the relative significance of misstatements,
and preparation of financial statements and related disclosures, were determined
to be ineffective and to constitute material weaknesses in internal control over
financial reporting. E&Y discussed these matters with the Board, and the
Registrant has authorized E&Y to respond fully to the inquiries of its successor
as the Registrant's principal independent accountant concerning the subject
matter of each such material weakness.
As discussed in Item 9A of the Registrant's annual report on Form 10-K for the
year ended December 31, 2005, AFS, the Registrant's Manager, has taken and is
continuing to take steps that will remediate the weaknesses in its internal
controls referred to in the foregoing paragraph.
Effective as of February 5, 2007, the Board approved the engagement of, and
engaged, the firm of Moss Adams LLP ("Moss Adams") as independent accountants
for its fiscal year ended December 31, 2006, and beyond. The Registrant has not,
during the two fiscal years ended December 31, 2006, or during the interim
period through February 5, 2007, the date of engagement of Moss Adams, consulted
Moss Adams regarding (i) either the application of accounting principles to a
specified transaction, completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or (ii) any
disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any
reportable event described under Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
(16) Letter regarding changes in certifying accountant
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.
Dated: February 8, 2007
ATEL Capital Equipment Fund IX, LLC
By: ATEL Financial Services, LLC,
a California limited liability company,
Manager
By: ATEL Leasing Corporation, Manager
By: /s/ PARITOSH K. CHOKSI
---------------------------------
Paritosh K. Choksi, Executive Vice
President, Chief Financial Officer
and Chief Operating Officer