UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 | | |
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
| | |
| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
(Exact name of registrant as specified in its charter)
| | |
| California | 45-1625956 | |
| (State or other jurisdiction of Incorporation or organization) | (I. R. S. Employer Identification No.) |
600 California Street, 6th Floor, San Francisco, California 94108-2733
(Address of principal executive offices)
Registrant’s telephone number, including area code(415) 989-8800
Securities registered pursuant to section 12(b) of the Act:None
Securities registered pursuant to section 12(g) of the Act:Limited Liability Company Units
Indicate by a 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.Yesx Noo
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).Yesx Noo
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 definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | |||
| Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yeso Nox
The number of Limited Liability Company Units outstanding as of April 30, 2012 was 940,194.
None.
2
ATEL 15, LLC
BALANCE SHEETS
MARCH 31, 2012 AND DECEMBER 31, 2011
(Unaudited)
| | | ||||||
| March 31, 2012 | December 31, 2011 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 4,453,168 | $ | 1,347,641 | ||||
| Accounts receivable, net | 9,428 | 640 | ||||||
| Notes receivable, net of unearned interest income of $155,059 at March 31, 2012 and $109,152 at December 31, 2011 | 757,444 | 495,251 | ||||||
| Investment in securities | 32,000 | 32,000 | ||||||
| Investments in equipment and leases, net of accumulated depreciation of $36,635 at March 31, 2012 and $0 at December 31, 2011 | 797,424 | — | ||||||
| Prepaid expenses and other assets | 5,346 | — | ||||||
| Total assets | $ | 6,054,810 | $ | 1,875,532 | ||||
| LIABILITIES AND MEMBERS’ CAPITAL | ||||||||
| Accounts payable and accrued liabilities: | ||||||||
| Managing Member | $ | 3,141 | $ | 57 | ||||
| Affiliates | 882,647 | 780,238 | ||||||
| Accrued distributions to Other Members | 51,393 | — | ||||||
| Other | 321,718 | 1,004 | ||||||
| Advance payments | — | 34,282 | ||||||
| Total liabilities | 1,258,899 | 815,581 | ||||||
| Commitments and contingencies | ||||||||
| Members’ capital: | ||||||||
| Managing Member | — | — | ||||||
| Other Members | 4,795,911 | 1,059,951 | ||||||
| Total Members’ capital | 4,795,911 | 1,059,951 | ||||||
| Total liabilities and Members’ capital | $ | 6,054,810 | $ | 1,875,532 | ||||
See accompanying notes.
3
ATEL 15, LLC
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2012
AND THE PERIOD FROM MARCH 4, 2011 (Date of Inception)
THROUGH MARCH 31, 2012
(Unaudited)
| | | ||||||
| Three Months Ended March 31, 2012 | For the period from March 4, 2011 (Date of Inception) through March 31, 2012 | |||||||
| Revenues: | ||||||||
| Leasing and lending activities: | ||||||||
| Operating leases | $ | 44,503 | $ | 44,503 | ||||
| Direct financing leases | 3,956 | 3,956 | ||||||
| Notes receivable interest income | 15,144 | 18,001 | ||||||
| Interest income | 3 | 10 | ||||||
| Other | 2,484 | 2,484 | ||||||
| Total revenues | 66,090 | 68,954 | ||||||
| Expenses: | ||||||||
| Depreciation of operating lease assets | 36,635 | 36,635 | ||||||
| Asset management fees to Managing Member | 2,087 | 2,144 | ||||||
| Acquisition expense | 59,692 | 68,338 | ||||||
| Cost reimbursements to affiliates | 13,590 | 14,435 | ||||||
| Amortization of initial direct costs | 1,244 | 1,244 | ||||||
| Interest expense | 1,034 | 1,034 | ||||||
| Professional fees | 16,637 | 16,637 | ||||||
| Outside services | 950 | 1,402 | ||||||
| Taxes on income and franchise fees | — | 1,000 | ||||||
| Bank charges | 1,708 | 2,590 | ||||||
| Other | 3,988 | 4,457 | ||||||
| Total operating expenses | 137,565 | 149,916 | ||||||
| Net loss | $ | (71,475 | ) | $ | (80,962 | ) | ||
| Net income (loss): | ||||||||
| Managing Member | $ | 8,098 | $ | 7,598 | ||||
| Other Members | (79,573 | ) | (88,560 | ) | ||||
| $ | (71,475 | ) | $ | (80,962 | ) | |||
| Net loss per Limited Liability Company Unit (Other Members) | $ | (0.18 | ) | $ | (0.77 | ) | ||
| Weighted average number of Units outstanding | 444,162 | 115,068 | ||||||
See accompanying notes.
4
ATEL 15, LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE PERIOD FROM MARCH 4, 2011 (Date of Inception)
THROUGH DECEMBER 31, 2011
AND FOR THE THREE MONTHS ENDED MARCH 31, 2012
(Unaudited)
| | | | | ||||||||||||
| Amount | ||||||||||||||||
| Units | Other Members | Managing Member | Total | |||||||||||||
| Members’ capital as of March 4, 2011 (date of inception) | — | $ | — | $ | — | $ | — | |||||||||
| Capital contributions – Managing Member | 50 | — | 500 | 500 | ||||||||||||
| Capital contributions | 213,592 | 2,135,920 | — | 2,135,920 | ||||||||||||
| Less selling commissions to affiliates | — | (192,233 | ) | — | (192,233 | ) | ||||||||||
| Syndication costs | — | (874,749 | ) | — | (874,749 | ) | ||||||||||
| Net loss | — | (8,987 | ) | (500 | ) | (9,487 | ) | |||||||||
| Balance December 31, 2011 | 213,642 | 1,059,951 | — | 1,059,951 | ||||||||||||
| Capital contributions | 498,983 | 4,989,830 | — | 4,989,830 | ||||||||||||
| Less selling commissions to affiliates | — | (449,085 | ) | — | (449,085 | ) | ||||||||||
| Syndication costs | — | (625,323 | ) | — | (625,323 | ) | ||||||||||
| Distributions to Other Members ($0.22 per Unit) | — | (99,889 | ) | — | (99,889 | ) | ||||||||||
| Distributions to Managing Member | — | — | (8,098 | ) | (8,098 | ) | ||||||||||
| Net (loss) income | — | (79,573 | ) | 8,098 | (71,475 | ) | ||||||||||
| Balance March 31, 2012 | 712,625 | $ | 4,795,911 | $ | — | $ | 4,795,911 | |||||||||
See accompanying notes.
5
ATEL 15, LLC
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2012
AND THE PERIOD FROM MARCH 4, 2011 (Date of Inception)
THROUGH MARCH 31, 2012
(Unaudited)
| | | ||||||
| Three Months Ended March 31, 2012 | For the period from March 4, 2011 (Date of Inception) through March 31, 2012 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (71,475 | ) | $ | (80,962 | ) | ||
| Adjustment to reconcile net loss to cash provided by operating activities: | ||||||||
| Depreciation of operating lease assets | 36,635 | 36,635 | ||||||
| Amortization of initial direct costs | 1,244 | 1,244 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (8,788 | ) | (9,428 | ) | ||||
| Prepaid expenses and other assets | (5,346 | ) | (5,346 | ) | ||||
| Accounts payable, Managing Member | (1,083 | ) | (1,026 | ) | ||||
| Accounts payable, other | 320,714 | 321,718 | ||||||
| Accrued liabilities, affiliates | (230,575 | ) | (219,281 | ) | ||||
| Unearned fee income related to notes receivable | (606 | ) | 4,143 | |||||
| Advance payments | (34,282 | ) | — | |||||
| Net cash provided by operating activities | 6,438 | 47,697 | ||||||
| Investing activities: | ||||||||
| Purchases of equipment on operating leases | (709,510 | ) | (709,510 | ) | ||||
| Purchases of equipment on direct financing leases | (125,000 | ) | (125,000 | ) | ||||
| Purchase of securities | — | (32,000 | ) | |||||
| Payments of initial direct costs | (14,825 | ) | (14,825 | ) | ||||
| Principal payments received on direct financing leases | 11,676 | 11,676 | ||||||
| Note receivable advances | (300,000 | ) | (800,000 | ) | ||||
| Principal payments received on notes receivable | 40,769 | 40,769 | ||||||
| Net cash used in investing activities | (1,096,890 | ) | (1,628,890 | ) | ||||
| Financing activities: | ||||||||
| Selling commissions to affiliates | (446,430 | ) | (638,663 | ) | ||||
| Selling commissions to affiliates (Pennsylvania) | (6,210 | ) | (8,460 | ) | ||||
| Syndication costs paid to Managing Member | (288,784 | ) | (392,339 | ) | ||||
| Distributions to Other Members | (48,496 | ) | (48,496 | ) | ||||
| Distributions to Managing Member | (3,931 | ) | (3,931 | ) | ||||
| Capital contributions | 4,989,830 | 7,126,250 | ||||||
| Net cash provided by financing activities | 4,195,979 | 6,034,361 | ||||||
| Net increase in cash and cash equivalents | 3,105,527 | 4,453,168 | ||||||
| Cash and cash equivalents at beginning of period | 1,347,641 | — | ||||||
| Cash and cash equivalents at end of period | $ | 4,453,168 | $ | 4,453,168 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | 1,034 | $ | 1,034 | ||||
| Schedule of non-cash transactions: | ||||||||
| Distributions payable to Other Members at period-end | $ | 51,393 | $ | 51,393 | ||||
| Distributions payable to Managing Members at period-end | $ | 4,167 | $ | 4,167 | ||||
| Payables to Managing Member and affiliates at period-end (syndication costs) | $ | 1,107,733 | $ | 1,107,733 | ||||
See accompanying notes.
6
ATEL 15, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on March 4, 2011 for the purpose of raising capital and originating equipment financing transactions and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member”), a Nevada limited liability corporation. The Managing Member is controlled by ATEL Financial Services (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated as provided in the ATEL 15, LLC amended and restated limited liability company operating agreement dated October 28, 2011 (the “Operating Agreement”). Contributions in the amount of $500 were received as of May 3, 2011, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of October 28, 2011. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company units (Units) to the public reach $150,000,000.
As of December 21, 2011, subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2012. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to not less than $7,500,000. As of March 31, 2012, Pennsylvania subscriptions totaled $69,000. Total contributions to the Fund exceeded $7,500,000 on April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. As of March 31, 2012, cumulative contributions totaling $7,126,250 have been received, inclusive of the $500 initial member’s capital investment. As of such date, a total of 712,625 Units were issued and outstanding. The Fund is actively raising capital and, as of April 30, 2012, has received cumulative contributions in the amount of $9,401,940, inclusive of the $500 initial member’s capital investment.
The Fund, or Managing Member on behalf of the Fund, has and will continue to incur costs in connection with the organization, registration and issuance of the Units. The amount of such costs to be borne by the Fund is limited by certain provisions of the Operating Agreement.
The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unit holders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by its Operating Agreement.
In January 2012, the Fund made its first investment in a long-term operating lease. Through March 31, 2012, the Company purchased equipment for long-term operating leases totaling $709,510 and financed equipment under a direct financing lease totaling $125,000. In addition, the Company also funded investments in notes receivable during the period from March 4, 2011 (Date of Inception) through March 31, 2012, and had an aggregate net investment in notes receivable of $757,444 outstanding at March 31, 2012.
These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all
7
adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year.
In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after March 31, 2012, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.
Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are due to the Company. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and the collectability of specifically identified lessees and invoiced amounts. Accounts receivable deemed uncollectible are charged off to the allowance on a specific identification basis. Amounts recovered that were previously written-off are recorded as other income in the period received.
Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.
Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.
Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis.
Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding.
Allowances for losses on direct financing leases are typically established based on historical charge off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible.
8
Direct financing leases are generally placed in a non-accrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.
The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports only the net amount of principal due on the balance sheet. The unearned interest is recognized over the term of the note and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Any fees or costs related to notes receivable are recorded as part of the net investment in notes receivable and amortized over the term of the loan.
Allowances for losses on notes receivable are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probably that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary. This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.
Notes receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, the related notes may be placed on non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, all payments received are applied only against outstanding principal balances.
The Company capitalizes initial direct costs (“IDC”) associated with the origination and funding of lease assets and investments in notes receivable. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease (or note by note) basis based on actual contract term using a straight-line method for operating leases and the effective interest rate method for direct financing leases and notes receivable. Upon disposal of the underlying lease and loan assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.
Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial direct costs, such amounts are expensed as incurred.
9
Recorded values of the Company’s leased asset portfolio are periodically reviewed for impairment. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.
The Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.
The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its equipment leasing and financing business operates as one reportable segment because: a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing and financing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment leasing and financing; and e) the Company has not chosen to organize its business around geographic areas.
The primary geographic region in which the Company seeks leasing and financing opportunities is North America. Currently, 100% of the Company’s operating revenues and long-lived assets are from customers domiciled in North America.
From time to time, the Company may purchase securities of its borrowers or receive warrants to purchase securities in connection with its lending arrangements.
Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital.
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At March 31, 2012, the Managing Member estimated that the warrants had no significant value.
Net loss per Unit is based upon the weighted average number of Other Members Units outstanding since commencement of its operations.
10
In May 2011, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board (“IASB”) (collectively the “Boards”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP. ASU 2011-04 is effective for the first interim or annual reporting period beginning after December 15, 2011 and shall be applied prospectively. The Company adopted the provisions of ASU 2011-04 effective January 1, 2012. The fair value measurement provisions of ASU 2011-04 had no material impact on the Company’s financial position or results of operations.
The Company has various notes receivables from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are from 36 to 40 months and bear interest at rates ranging from 11.52% to 13.46%. The notes are secured by the equipment financed. The notes mature in 2015.
As of March 31, 2012, the minimum future payments receivable are as follows:
| | |||
| Nine months ending December 31, 2012 | $ | 167,250 | ||
| Year ending December 31, 2013 | 338,954 | |||
| 2014 | 338,954 | |||
| 2015 | 64,989 | |||
| 910,147 | ||||
| Less: portion representing unearned interest income | (155,059 | ) | ||
| 755,088 | ||||
| Unamortized initial direct costs | 2,356 | |||
| Notes receivable, net | $ | 757,444 | ||
IDC amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three months ended March 31, 2012 and for the period from March 4, 2011 (Date of Inception) through March 31, 2012 are as follows:
| | | ||||||
| Three Months Ended March 31, 2012 | For the period from March 4, 2011 (Date of Inception) through March 31, 2012 | |||||||
| IDC amortization – notes receivable | $ | 377 | $ | 377 | ||||
| IDC amortization – lease assets | 867 | 867 | ||||||
| Total | $ | 1,244 | $ | 1,244 | ||||
The Company had no allowance for credit losses at March 31, 2012 and December 31, 2011. As of the same dates, amounts due to the Company relative to its investment in financing receivables were all current in status.
11
The Company’s investment in leases consists of the following:
| | | | | ||||||||||||
| Balance December 31, 2011 | Reclassifications & Additions/ Dispositions | Depreciation/ Amortization Expense or Amortization of Leases | Balance March 31, 2012 | |||||||||||||
| Net investment in operating leases | $ | — | $ | 709,510 | $ | (36,635 | ) | $ | 672,875 | |||||||
| Net investment in direct financing leases | — | 125,000 | (11,676 | ) | 113,324 | |||||||||||
| Initial direct costs, net of accumulated amortization of $867 at March 31, 2012 | — | 12,092 | (867 | ) | 11,225 | |||||||||||
| Total | $ | — | $ | 846,602 | $ | (49,178 | ) | $ | 797,424 | |||||||
Additions to net investment in operating lease assets are stated at cost. All of the Company’s leased property was acquired during the first three months of 2012.
Management periodically reviews the carrying values of its lease assets. As a result of these reviews, management determined that no impairment losses existed during the three months ended March 31, 2012 and for the period from March 4, 2011 (Date of Inception) through March 31, 2012.
The Company utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Company’s equipment totaled $36,635 for the three months ended March 31, 2012 and for the period from March 4, 2011 (Date of Inception) through March 31, 2012.
Property on operating leases consists of the following:
| | | | | ||||||||||||
| Balance December 31, 2011 | Additions | Reclassifications or Dispositions | Balance March 31, 2012 | |||||||||||||
| Materials handling | $ | — | $ | 709,510 | $ | — | $ | 709,510 | ||||||||
| Less accumulated depreciation | — | (36,635 | ) | — | (36,635 | ) | ||||||||||
| Total | $ | — | $ | 672,875 | $ | — | $ | 672,875 | ||||||||
The average estimated residual value for assets on operating leases was 23% of the assets’ original cost at March 31, 2012.
As of March 31, 2012, investment in direct financing leases consists of research equipment. The components of the Company’s investment in direct financing leases as of March 31, 2012 are as follows:
| | |||
| Total minimum lease payments receivable | $ | 134,512 | ||
| Estimated residual values of leased equipment (unguaranteed) | — | |||
| Investment in direct financing leases | 134,512 | |||
| Less unearned income | (21,188 | ) | ||
| Net investment in direct financing leases | $ | 113,324 | ||
12
At March 31, 2012, the aggregate amounts of future minimum lease payments receivable are as follows:
| | | | |||||||||
| Operating Leases | Direct Financing Leases | Total | ||||||||||
| Nine months ending December 31, 2012 | $ | 121,284 | $ | 34,316 | $ | 155,600 | ||||||
| Year ending December 31, 2013 | 161,713 | 45,754 | 207,467 | |||||||||
| 2014 | 161,713 | 41,942 | 203,655 | |||||||||
| 2015 | 148,225 | 12,500 | 160,725 | |||||||||
| 2016 | 9,271 | — | 9,271 | |||||||||
| $ | 602,206 | $ | 134,512 | $ | 736,718 | |||||||
The terms of the Operating Agreement provide that the Managing Member and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Company.
The Operating Agreement allows for the reimbursement of costs incurred by the Managing Member and/or affiliates for providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel and equipment financing documentation. The Managing Member is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments.
Each of AFS and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group. and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.
Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.
During the three months ended March 31, 2012 and for the period from March 4, 2011 (Date of Inception) through March 31, 2012, the Managing Member and/or affiliates earned commissions and reimbursements pursuant to the Operating Agreement as follows:
| | | ||||||
| Three Months Ended March 31, 2012 | For the period from March 4, 2011 (Date of Inception) through March 31, 2012 | |||||||
| Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members capital | $ | 449,085 | $ | 641,318 | ||||
| Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members capital | 625,323 | 1,500,072 | ||||||
| Administrative costs reimbursed to Managing Member and/or affiliates | 13,590 | 14,435 | ||||||
| Asset management fees to Managing Member | 2,087 | 2,144 | ||||||
| Acquisition and initial direct costs paid to Managing Member | 64,583 | 73,229 | ||||||
| $ | 1,154,668 | $ | 2,231,198 | |||||
13
Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $1,074,408 and $2,141,390 for the three months ended March 31, 2012 and for the period from March 4, 2011 (Date of Inception) through March 31, 2012, respectively.
The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. As of March 31, 2012, the Company had recorded $1,072,452 of syndication costs in excess of the limitation. The limitation on the amount of syndication costs pursuant to the Operating Agreement is determined on the date of termination of the offering. At such time, the Manager guarantees repayment of any excess syndication costs (above the limitation) which it may have collected from the Company, which guarantee is without recourse or reimbursement by the Fund.
The terms of the Operating Agreement provide that the Managing Member and/or affiliates are entitled to receive certain fees, in addition to the allocations described above, which are more fully described in Section 8 of the Operating Agreement. The additional fees to management include fees for equipment management, administration and resale.
At March 31, 2012, there were commitments to purchase lease assets and fund investments in notes receivable approximating $10,212,460 and $3,566,667, respectively. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.
The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, based upon the Manager’s experience, there have not been any prior claims or losses pursuant to these types of contracts and the expectation of risk of loss is remote.
The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Company’s similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.
As of March 31, 2012, 712,625 Units were issued and outstanding, including the 50 Units issued to the Initial Limited Member (Managing Member). The Fund is authorized to issue up to 15,000,000 total Units.
The Fund’s net income or net losses are to be allocated 100% to the Members. From the commencement of the Fund until the initial closing date, net income and net loss shall be allocated 99% to the Managing Member and 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss shall be allocated 92.5% to the Other Members and 7.5% to the Managing Member. In accordance with the terms of the Operating Agreement, an additional allocation of income was made to the Manager for the period from March 4, 2011 (Date of Inception) through March 31, 2012. The amount allocated was determined to bring the Manager’s ending capital account balance to zero at the end of the period.
Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. The Company commenced periodic distributions, based on cash flows from operations, during the first quarter of 2012.
14
Distributions to the Other Members for the three months ended March 31, 2012 and for the period from March 4, 2011 (Date of Inception) through March 31, 2012 were as follows:
| | | ||||||
| Three Months Ended March 31, 2012 | For the period from March 4, 2011 (Date of Inception) through March 31, 2012 | |||||||
| Distributions | $ | 99,889 | $ | 99,889 | ||||
| Weighted average number of Units outstanding | 444,162 | 115,068 | ||||||
| Weighted average distributions per Unit | $ | 0.22 | $ | 0.87 | ||||
Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.
Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.
At March 31, 2012 and December 31, 2011, the Company had no assets or liabilities that require measurement at fair value on a recurring or non-recurring basis.
The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in equipment, notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.
The Company has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.
15
The fair value of the Company’s notes receivable is estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with adjustments for impaired loans as deemed necessary.
The Company’s investment securities are not registered for public sale and are carried at cost which management believes approximates fair value, as appropriately adjusted for impairment.
The following table presents a summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company’s balance sheet at March 31, 2012 and December 31, 2011:
| | | | | | |||||||||||||||
| Fair Value Measurements at March 31, 2012 | ||||||||||||||||||||
| Carrying Amount | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 4,453,168 | $ | 4,453,168 | $ | — | $ | — | $ | 4,453,168 | ||||||||||
| Notes receivable, net | 757,444 | — | — | 757,444 | 757,444 | |||||||||||||||
| Investment in securities | 32,000 | — | — | 32,000 | 32,000 | |||||||||||||||
| | | ||||||
| December 31, 2011 | ||||||||
| Carrying Amount | Estimated Fair Value | |||||||
| Financial assets: | ||||||||
| Cash and cash equivalents | $ | 1,347,641 | $ | 1,347,641 | ||||
| Notes receivable, net | 495,251 | 495,251 | ||||||
| Investment in securities | 32,000 | 32,000 | ||||||
16
Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the economic recession and changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Company’s performance is subject to risks relating to lessee and borrower defaults and the creditworthiness of its lessees and borrowers. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.
The offering of ATEL 15, LLC (the “Company” or the “Fund”) was granted effectiveness by the Securities and Exchange Commission as of October 28, 2011. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $150,000,000.
As of December 21, 2011, subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2012. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to not less than $7,500,000. As of March 31, 2012, Pennsylvania subscriptions totaled $69,000. Total contributions to the Fund exceeded $7,500,000 on April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. The Fund is actively raising capital and, as of April 30, 2012, has received cumulative contributions in the amount of $9,401,940, inclusive of the $500 initial member’s capital investment.
The Company had net losses of $71,475 and $80,962 for the first quarter of 2012 and for the period from its Date of Inception through March 31, 2012, respectively.
The Company commenced operations on December 21, 2012. In January 2012, the Fund made its first investment in a long-term operating lease. Through March 31, 2012, the Company purchased equipment for long term operating leases totaling $709,510 and financed equipment under a direct financing lease totaling $125,000. The Company also funded investments in notes receivable during the period from March 4, 2011 (Date of Inception) through March 31, 2012 and had an aggregate net investment of $757,444 in notes receivable outstanding at March 31, 2012.
Equipment under operating and direct financing leases generated revenues of $48,459 for both the three-month period ended March 31, 2012 and the period from the Fund’s Date of Inception through March 31, 2012; while investment in notes receivable generated interest income of $15,144 and $18,001 for the three months ended March 31, 2012 and for the period from the Fund’s Date of Inception through March 31, 2012, respectively.
Consistent with the growth of revenues resulting from the purchase of lease assets and funding of investments in notes, was an increase in expenses related to the acquisition and depreciation of such assets. Combined, acquisition and depreciation expenses comprised approximately 70% of total expenses for both the three-month period ended March 31, 2012 and the period from its Date of Inception through March 31, 2012. The remainder of the Company’s expenses for each period, which totaled $41,238 and $44,943, respectively, were largely related to startup costs, professional fees, management fees and other operational expenses.
As defined by ATEL 15, LLC Limited Liability Company Operating Agreement (“Operating Agreement”), acquisition expense shall mean expenses including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, and miscellaneous expenses relating to selection and acquisition or financing of portfolio assets, whether or not acquired. Certain acquisition expenses associated with successful lease acquisitions are capitalized and amortized over the life of the related lease contract.
17
The liquidity of the Company will vary in the future, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.
The following table sets forth summary cash flow data:
| | | ||||||
| Three Months Ended March 31, 2012 | For the period from March 4, 2011 (Date of Inception) through March 31, 2012 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | 6,438 | $ | 47,697 | ||||
| Investing activities | (1,096,890 | ) | (1,628,890 | ) | ||||
| Financing activities | 4,195,979 | 6,034,361 | ||||||
| Net increase in cash and cash equivalents | $ | 3,105,527 | $ | 4,453,168 | ||||
During both the three-month period ended March 31, 2012 and the period from March 4, 2011 (Date of Inception) through March 31, 2012, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units. As of March 31, 2012, capital contributions totaling $7,126,250 (712,625 Units) have been received, of which $4,989,830 was received during the first quarter of 2012.
During the same comparative periods, the primary use of cash was to acquire lease assets and to fund investments in notes receivable. During the first quarter of 2012, the Company acquired lease assets and funded investments in notes receivable totaling $834,510 and $300,000, respectively. Prior to January 2012, the Company funded investments in notes receivable totaling $500,000.
Cash was also used to pay commissions and syndication costs associated with the offering — totaling a combined $741,424 for the three-month period ended March 31, 2012 and $1,039,462 for the period from March 4, 2011 (Date of Inception) through March 31, 2012, respectively. In addition, cash totaling $48,496 was used to pay distributions to Other Members during the first three months of 2012, and to pay invoices related to startup costs, acquisition expenses and management fees during both comparative periods.
The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of January 2012. Additional distributions have been consistently made through March 2012.
The following table is a summary of cash distributions paid by the Fund to Unitholders of record as of February 29, 2012, and paid through March 31, 2012. Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the Prospectus under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.
Cash distributions were based on current and anticipated gross revenues from the leases and loans acquired. During the Fund’s acquisition and operating stages, the Fund may incur short term borrowing to fund regular distributions of such gross revenues to be generated by newly acquired transactions during their respective initial fixed terms. As such, all Fund periodic cash distributions made during these stages have been, and are expected in the future to be, based on the Fund’s actual and anticipated gross revenues to be generated from the binding initial terms of the leases and loans acquired.
18
The following table summarizes distribution activity for the Fund from inception through March 31, 2012:
| | | | | | | | | | |||||||||||||||||||||||||||
| Distribution Period1 | Paid | Return of Capital | Distribution of Income | Total Distribution | Total Distribution per Unit2 | Weighted Average Units Outstanding3 | ||||||||||||||||||||||||||||||
| Monthly and quarterly distributions | ||||||||||||||||||||||||||||||||||||
| Oct 2011 – Dec 2011 (Distribution of escrow interest) | Feb 2012 | $ | — | $ | 6 | $ | 6 | n/a | n/a | |||||||||||||||||||||||||||
| Jan 2012 – Feb 2012 | Feb 2012 – Mar 2012 | 48,490 | — | 48,490 | 0.14 | 358,642 | ||||||||||||||||||||||||||||||
| $ | 48,490 | $ | 6 | $ | 48,496 | $ | 0.14 | |||||||||||||||||||||||||||||
| Source of distributions | ||||||||||||||||||||||||||||||||||||
| Lease and loan payments received | $ | 48,490 | 100.00 | % | $ | — | 0.00 | % | $ | 48,490 | 99.99 | % | ||||||||||||||||||||||||
| Interest Income | — | 0.00 | % | 6 | 100.00 | % | 6 | 0.01 | % | |||||||||||||||||||||||||||
| Debt against non-cancellable firm term payments on leases and loans | — | 0.00 | % | — | 0.00 | % | — | 0.00 | % | |||||||||||||||||||||||||||
| $ | 48,490 | 100.00 | % | $ | 6 | 100.00 | % | $ | 48,496 | 100.00 | % | |||||||||||||||||||||||||
| 1 | Investors may elect to receive their distributions either monthly or quarterly (See “Timing and Method of Distributions” on Page 67 of the Prospectus). |
| 2 | Total distributions per Unit represents the per Unit distribution rate for those units which were outstanding for all of the applicable period. |
| 3 | Balances shown represent weighted average units for the period ended January 1 – February 29, 2012. |
At March 31, 2012, there were commitments to purchase lease assets and fund investments in notes receivable approximating $10,212,460 and $3,566,667, respectively. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.
None.
Information regarding recent accounting pronouncements is included in Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part I, Item 1, Financial Statements (Unaudited).
The policies discussed below are considered by management of the Company to be critical to an understanding of the Company’s financial statements because their application requires significantly complex or subjective judgments, decisions, or assessments, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. The Company also states these accounting policies in the notes to the financial statements and in relevant sections in this discussion and analysis. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.
19
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.
Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.
Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.
Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis.
Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding.
Allowances for losses on direct financing leases are typically established based on historical charge off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible.
Direct financing leases are generally placed in a non-accrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.
The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports only the net amount of principal due on the balance sheet. The unearned interest is recognized over the term of the note and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Any fees or costs related to notes receivable are recorded as part of the net investment in notes receivable and amortized over the term of the loan.
Allowances for losses on notes receivable are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probably that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note
20
agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary. This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.
Notes receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, the related notes may be placed on non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, all payments received are applied only against outstanding principal balances.
The Company capitalizes initial direct costs (“IDC”) associated with the origination and funding of lease assets and investments in notes receivable. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease (or note by note) basis based on actual contract term using a straight-line method for operating leases and the effective interest rate method for direct financing leases and notes receivable. Upon disposal of the underlying lease and loan assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.
Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial direct costs, such amounts are expensed as incurred.
Recorded values of the Company’s leased asset portfolio are periodically reviewed for impairment. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.
The Company’s Managing Member’s Chief Executive Officer, and Executive Vice President and Chief Financial and Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Company’s disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.
The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and
21
procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78aet seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.
22
None.
Information provided pursuant to § 229.701 (Item 701(f)) (formerly included in Form SR):
| (1) | Effective date of the offering: October 28, 2011; File Number: 333-174418 |
| (2) | Offering commenced: October 28, 2011 |
| (3) | The offering did not terminate before any securities were sold. |
| (4) | The managing underwriter is ATEL Securities Corporation. |
| (5) | The title of the registered class of securities is “Units of Limited Liability Company Interest.” |
| (6) | Aggregate amount and offering price of securities registered and sold as of March 31, 2012: |
| | | | | | |||||||||||||||
| Title of Security | Amount Registered | Aggregate price of offering amount registered | Units sold | Aggregate price of offering amount sold | ||||||||||||||||
| Units of Limited Company Interest | 15,000,000 | $ | 150,000,000 | 712,625 | $ | 7,126,250 | ||||||||||||||
| (7) | Costs incurred for the issuers’ account in connection with the issuance and distribution of the securities registered for each category listed below: |
| | | | |||||||||
| Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer | Direct or indirect payments to others | Total | ||||||||||
| Underwriting discounts and commissions | $ | 106,886 | $ | 534,432 | $ | 641,318 | ||||||
| Other syndication costs | — | 1,500,072 | 1,500,072 | |||||||||
| Total expenses | $ | 106,886 | $ | 2,034,504 | $ | 2,141,390 | ||||||
| (8) | Net offering proceeds to the issuer after total expenses in item 7: $4,984,860 |
| (9) | The amount of net offering proceeds to the issuer used for each of the purposes listed below: |
| | | | |||||||||
| Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer | Direct or indirect payments to others | Total | ||||||||||
| Purchase and installation of machinery and equipment | $ | 12,093 | $ | 834,510 | $ | 846,603 | ||||||
| Investment in notes receivable | 2,732 | 600,000 | 602,732 | |||||||||
| Distributions paid and accrued | 8,098 | 99,889 | 107,987 | |||||||||
| Other expenses | 116,929 | — | 116,929 | |||||||||
| $ | 139,852 | $ | 1,534,399 | $ | 1,674,251 | |||||||
| (10) | Net offering proceeds to the issuer after total expenses in item 9: $ 3,310,609 |
23
None.
None.
| (a) | Documents filed as a part of this report |
| 1. | Financial Statement Schedules |
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
| 2. | Other Exhibits |
31.1 Rule 13a-14(a)/15d-14(a) Certification of Dean L. Cash
31.2 Rule 13a-14(a)/15d-14(a) Certification of Paritosh K. Choksi
32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
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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.
Date: May 10, 2012
| | |
By: ATEL Managing Member, LLC |
| | |
By: /s/ Dean L. Cash | ||
By: /s/ Paritosh K. Choksi | ||
By: /s/ Samuel Schussler |
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