UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended September 30, 2008
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the transition period from to
Commission File number 000-28368
ATEL Cash Distribution Fund VI, L.P.
(Exact name of registrant as specified in its charter)
| California | 94-3207229 | |
(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 Partnership 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. Yes x No ¨
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 filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The number of Limited Partnership Units outstanding as of October 31, 2008 was 12,478,676.
DOCUMENTS INCORPORATED BY REFERENCE
None.
ATEL CASH DISTRIBUTION FUND VI, L.P.
2
| Item 1. | Financial Statements (Unaudited). |
ATEL CASH DISTRIBUTION FUND VI, L.P.
BALANCE SHEETS
SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(In Thousands)
(Unaudited)
| September 30, 2008 | December 31, 2007 | |||||
| ASSETS | ||||||
Cash and cash equivalents | $ | 2,442 | $ | 2,445 | ||
Accounts receivable, net of allowance for doubtful accounts of $154 at September 30, 2008 and $157 at December 31, 2007 | 291 | 708 | ||||
Prepaid expenses | 8 | 16 | ||||
Investments in equipment and leases, net of accumulated depreciation of $21,507 at September 30, 2008 and $21,025 at December 31, 2007 | 7,221 | 8,306 | ||||
Total assets | $ | 9,962 | $ | 11,475 | ||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||
Accounts payable and accrued liabilities: | ||||||
General Partner | $ | 50 | $ | 67 | ||
Lessees and other | 327 | 346 | ||||
Unearned operating lease income | 14 | 3 | ||||
Total liabilities | 391 | 416 | ||||
Commitments and contingencies | ||||||
Partners’ capital: | ||||||
General Partner | — | — | ||||
Limited Partners | 9,571 | 11,059 | ||||
Total partners’ capital | 9,571 | 11,059 | ||||
Total liabilities and partners’ capital | $ | 9,962 | $ | 11,475 | ||
See accompanying notes.
3
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007
(In Thousands, Except for Units and Per Unit Data)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
| 2008 | 2007 | 2008 | 2007 | ||||||||||||
Revenues: | |||||||||||||||
Leasing activities: | |||||||||||||||
Operating leases | $ | 738 | $ | 887 | $ | 2,514 | $ | 2,626 | |||||||
Direct financing leases | 9 | 3 | 29 | 11 | |||||||||||
Gain on sales of assets | 39 | 27 | 121 | 102 | |||||||||||
Interest income | 7 | 19 | 24 | 48 | |||||||||||
Other revenue | 1 | 8 | 2 | 23 | |||||||||||
Total revenues | 794 | 944 | 2,690 | 2,810 | |||||||||||
Expenses: | |||||||||||||||
Depreciation of operating lease assets | 259 | 306 | 912 | 964 | |||||||||||
Cost reimbursements to General Partner | 134 | 48 | 409 | 142 | |||||||||||
Railcar maintenance | 152 | 214 | 463 | 483 | |||||||||||
Equipment and incentive management fees to General Partner | 43 | 48 | 125 | 138 | |||||||||||
Interest | — | 1 | — | 4 | |||||||||||
Taxes on income and franchise fees | 4 | 1 | 5 | 34 | |||||||||||
Other management fees | 30 | 32 | 102 | 101 | |||||||||||
Professional fees | 3 | 12 | 104 | 145 | |||||||||||
Outside services | 22 | 48 | 71 | 160 | |||||||||||
(Reversal of) provision for doubtful accounts | (3 | ) | 1 | (4 | ) | (41 | ) | ||||||||
Other | 9 | 3 | 99 | 49 | |||||||||||
| 653 | 714 | 2,286 | 2,179 | ||||||||||||
Net income | $ | 141 | $ | 230 | $ | 404 | $ | 631 | |||||||
Net income: | |||||||||||||||
General Partner | $ | — | $ | — | $ | 19 | $ | 16 | |||||||
Limited Partners | 141 | 230 | 385 | 615 | |||||||||||
| $ | 141 | $ | 230 | $ | 404 | $ | 631 | ||||||||
Net income per Limited Liability Partnership Unit | $ | 0.01 | $ | 0.02 | $ | 0.03 | $ | 0.05 | |||||||
Weighted average number of Units outstanding | 12,478,676 | 12,478,676 | 12,478,676 | 12,478,676 | |||||||||||
See accompanying notes.
4
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2007
AND FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2008
(In Thousands, Except for Units and Per Unit Data)
(Unaudited)
| Limited Partners | General Partner | |||||||||||||
| Units | Amount | Total | ||||||||||||
Balance December 31, 2006 | 12,478,676 | $ | 11,759 | $ | — | $ | 11,759 | |||||||
Distributions to Limited Partners ($0.13 per Unit) | — | (1,560 | ) | — | (1,560 | ) | ||||||||
Distributions to General Partner | — | — | (16 | ) | (16 | ) | ||||||||
Net income | — | 860 | 16 | 876 | ||||||||||
Balance December 31, 2007 | 12,478,676 | 11,059 | — | 11,059 | ||||||||||
Distributions to Limited Partners ($0.15 per Unit) | — | (1,873 | ) | — | (1,873 | ) | ||||||||
Distributions to General Partner | — | — | (19 | ) | (19 | ) | ||||||||
Net income | — | 385 | 19 | 404 | ||||||||||
Balance September 30, 2008 | 12,478,676 | $ | 9,571 | $ | — | $ | 9,571 | |||||||
See accompanying notes.
5
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007
(In Thousands)
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
Operating activities: | ||||||||||||||||
Net income | $ | 141 | $ | 230 | $ | 404 | $ | 631 | ||||||||
Adjustment to reconcile net income to cash provided by operating activities: | ||||||||||||||||
Depreciation of operating lease assets | 259 | 306 | 912 | 964 | ||||||||||||
Amortization of unearned income on direct finance leases | (9 | ) | (3 | ) | (29 | ) | (11 | ) | ||||||||
(Reversal of) provision for doubtful accounts | (3 | ) | 1 | (4 | ) | (41 | ) | |||||||||
Gain on sales of assets | (39 | ) | (27 | ) | (121 | ) | (102 | ) | ||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts receivable | 51 | 48 | 421 | 153 | ||||||||||||
Prepaid expenses and other assets | (8 | ) | (5 | ) | 8 | 28 | ||||||||||
Accounts payable and accruals due General Partner | (10 | ) | (34 | ) | (17 | ) | (85 | ) | ||||||||
Accounts payable and accruals due lessees and other | 23 | (37 | ) | (19 | ) | (289 | ) | |||||||||
Accrued interest payable | — | — | — | (1 | ) | |||||||||||
Unearned operating lease income | 7 | (9 | ) | 11 | 8 | |||||||||||
Net cash provided by operating activities | 412 | 470 | 1,566 | 1,255 | ||||||||||||
Investing activities: | ||||||||||||||||
Proceeds from sales of lease assets | 88 | 88 | 271 | 318 | ||||||||||||
Payments received on direct finance leases | 17 | 24 | 52 | 73 | ||||||||||||
Net cash provided by investing activities | 105 | 112 | 323 | 391 | ||||||||||||
Financing activities: | ||||||||||||||||
Repayments of non-recourse debt | — | (20 | ) | — | (66 | ) | ||||||||||
Distributions to Limited Partners | — | — | (1,873 | ) | (1,560 | ) | ||||||||||
Distributions to General Partner | — | — | (19 | ) | (16 | ) | ||||||||||
Net cash used in financing activities | — | (20 | ) | (1,892 | ) | (1,642 | ) | |||||||||
Net increase (decrease) in cash and cash equivalents | 517 | 562 | (3 | ) | 4 | |||||||||||
Cash and cash equivalents at beginning of period | 1,925 | 1,393 | 2,445 | 1,951 | ||||||||||||
Cash and cash equivalents at end of period | $ | 2,442 | $ | 1,955 | $ | 2,442 | $ | 1,955 | ||||||||
Supplemental disclosures of cash flow information: | ||||||||||||||||
Cash paid during the period for taxes | $ | — | $ | 1 | $ | 16 | $ | 34 | ||||||||
Cash paid during the period for interest | $ | — | $ | 1 | $ | — | $ | 4 | ||||||||
See accompanying notes.
6
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
| 1. | Organization and partnership matters: |
ATEL Cash Distribution Fund VI, L.P. (the “Partnership”) was formed under the laws of the State of California on June 29, 1994 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2015. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”). Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.
The Partnership conducted a public offering of 12,500,000 Limited Partnership units, at a price of $10 per Unit. Upon the sale of the minimum amount of Units of Limited Partnership interest Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). On November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the Initial Limited Partners’ Units, and the offering terminated. As of September 30 2008, 12,478,676 Units were issued and outstanding.
The Partnership’s business consists of leasing various types of equipment. Pursuant to the Limited Partnership Agreement (“Partnership Agreement”), AFS receives compensation and reimbursements for services rendered on behalf of the Partnership. AFS is required to maintain in the Partnership reasonable cash reserves for working capital, the repurchase of Units and contingencies.
The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates regular distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2002 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Partnership Agreement.
As of September 30, 2008, the Partnership remains in the liquidation phase of its life cycle, as defined in the Partnership Agreement, and is generally making distributions on an annual basis or at the discretion of the General Partner.
| 2. | Summary of significant accounting policies: |
Basis of presentation:
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 instructions to Form 10-Q and Article 8 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, 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. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.
These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-KSB for the year ended December 31, 2007, filed with the Securities and Exchange Commission.
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on equity or net income.
Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.
7
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
| 2. | Summary of significant accounting policies (continued): |
Cash and cash equivalents:
Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.
Use of estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 determination of the allowance for doubtful accounts.
Credit risk:
Financial instruments that potentially subject the Partnership to concentrations of credit risk include cash and cash equivalents, direct finance lease receivables and accounts receivable. The Partnership places the majority of its cash deposits and temporary cash investments in U.S. Treasury denominated instruments with the remainder placed in creditworthy, high quality financial institutions so as to meet ongoing working capital requirements. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. Accounts receivable represent amounts due from lessees in various industries, related to equipment on operating and direct financing leases.
Segment reporting:
The Partnership adopted the provisions of Statement of Financial Accounting Standards (‘SFAS”) No. 131 “Disclosures about Segments of an Enterprise and Related Information.” SFAS No. 131 establishes annual and interim standards for operating segments of a Partnership. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operates in one reportable operating segment in the United States.
The Partnership’s principal decision makers are the General Partner’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Partnership believes that its equipment leasing business operates as one reportable segment because: a) the Partnership 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 transaction portfolio; c) the Partnership does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Partnership has not chosen to organize its business around geographic areas.
However, certain of the Partnership’s lessee customers may have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.
The primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe. Currently, 100% of the Partnership’s operating revenues are from customers domiciled in North America.
Per Unit data:
Net income and distributions per Unit are based upon the weighted average number of Units outstanding during the period.
8
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
| 2. | Summary of significant accounting policies (continued): |
Recent accounting pronouncements:
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. This standard is effective for fiscal years beginning after December 15, 2008. The Partnership does not presently anticipate the adoption of SFAS 141R to significantly impact its financial position, results of operations or cash flows.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment of FASB Statement No. 115” (“SFAS 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. The Partnership adopted the provisions of SFAS 159 on January 1, 2008. The adoption of SFAS 159 did not have a significant effect on the Partnership’s financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. The provisions of SFAS 157 were to be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, which defers the effective date of SFAS 157 as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. On January 1, 2008, the Partnership adopted the provisions of SFAS 157 except as it applied to its investment in leases, and other nonfinancial assets and nonfinancial liabilities as noted in FSP No. 157-2. The partial adoption of SFAS 157 did not have a significant effect on the Partnership’s financial position, results of operations or cash flows. The Partnership is in the process of evaluating the impact of the deferred provisions of SFAS 157.
| 3. | Investment in equipment and leases: |
The Partnership’s investments in equipment and leases consists of the following (in thousands):
| Balance December 31, 2007 | Reclassifications & Additions / Dispositions | Depreciation/ Amortization Expense or Amortization of Leases | Balance September 30, 2008 | |||||||||||
Net investment in operating leases | $ | 8,146 | $ | (150 | ) | $ | (910 | ) | $ | 7,086 | ||||
Net investment in direct financing leases | 151 | — | (23 | ) | 128 | |||||||||
Assets held for sale or lease, net | 9 | — | (2 | ) | 7 | |||||||||
Total | $ | 8,306 | $ | (150 | ) | $ | (935 | ) | $ | 7,221 | ||||
Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. No assets were identified as impaired during management’s review for the three and nine months ended September 30, 2008 and 2007. Depreciation expense on property subject to operating leases and property held for lease or sale was $259 thousand and $306 thousand for the respective three months ended September 30, 2008 and 2007, and $912 thousand and $964 thousand for the respective nine months ended September 30, 2008 and 2007.
All of the equipment on leases was acquired in the years from 1995 through 1997.
9
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
| 3. | Investment in equipment and leases (continued): |
Net investment in operating leases:
Property on operating leases consists of the following (in thousands):
| Balance December 31, 2007 | Additions | Reclassifications or Dispositions | Balance September 30, 2008 | |||||||||||||
Transportation, rail | $ | 27,494 | $ | — | $ | (580 | ) | $ | 26,914 | |||||||
Material handling | 1,366 | — | — | 1,366 | ||||||||||||
Other | 285 | — | — | 285 | ||||||||||||
| 29,145 | — | (580 | ) | 28,565 | ||||||||||||
Less accumulated depreciation | (20,999 | ) | (910 | ) | 430 | (21,479 | ) | |||||||||
Total | $ | 8,146 | $ | (910 | ) | $ | (150 | ) | $ | 7,086 | ||||||
The average estimated residual value for assets on operating leases was 18% of the assets’ original cost at September 30, 2008 and December 31, 2007.
Net investment in direct financing leases:
Investment in direct financing leases consists of various transportation and ground support equipment. The following lists the components of the Partnership’s investment in direct financing leases as of September 30, 2008 (in thousands):
| September 30, 2008 | December 31, 2007 | ||||||
Total minimum lease payments receivable | $ | 156 | $ | — | |||
Estimated residual values of leased equipment (unguaranteed) | 21 | 151 | |||||
Investment in direct financing leases | 177 | 151 | |||||
Less unearned income | (49 | ) | — | ||||
Net investment in direct financing leases | $ | 128 | $ | 151 | |||
At September 30, 2008, the aggregate amounts of future minimum lease payments under operating and direct financing leases are as follows (in thousands):
| Operating Leases | Direct Financing Leases | Total | |||||||
Three months ending December 31, 2008 | $ | 506 | $ | 18 | $ | 524 | |||
Year ending December 31, 2009 | 1,759 | 69 | 1,828 | ||||||
2010 | 1,451 | 69 | 1,520 | ||||||
2011 | 1,048 | — | 1,048 | ||||||
2012 | 246 | — | 246 | ||||||
| $ | 5,010 | $ | 156 | $ | 5,166 | ||||
The Partnership utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. The useful lives for investment in leases by category are as follows (in years):
Equipment category | Useful Life | |
Transportation, rail | 30 -35 | |
Material handling | 7 - 10 | |
Transportation, other | 7 - 10 |
10
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
| 4. | Related party transactions: |
The terms of the Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Partnership.
The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as acquisition and disposition of equipment. Reimbursable costs incurred by AFS are allocated to the Partnership based upon actual time incurred by employees working on Partnership business and an allocation of rent and other costs based on utilization studies.
Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition services; equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications services and general administrative services are performed by AFS.
Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. 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.
Incentive management fees are computed as 4% of distributions of cash from operations, as defined in the Partnership Agreement. Equipment management fees are computed as 5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.
During the three and nine month periods ended September 30, 2008 and 2007, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
Cost reimbursements to General Partner | $ | 134 | $ | 48 | $ | 409 | $ | 142 | ||||
Equipment and incentive management fees to General Partner | 43 | 48 | 125 | 138 | ||||||||
| $ | 177 | $ | 96 | $ | 534 | $ | 280 | |||||
| 5. | Guarantees: |
The Partnership enters into contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
In the normal course of business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry practice for most contracts of any significant value to include provisions that each of the contracting parties - in addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying contractual obligations - also assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such party’s gross negligence and willful misconduct, including, in certain instances, certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar
11
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
| 5. | Guarantees (continued): |
leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnership’s contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The General Partner knows of no facts or circumstances that would make the Partnership’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership 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 Partnership’s similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.
| 6. | Partners’ Capital: |
As of September 30, 2008, 12,478,676 Units were issued and outstanding. The Partnership was authorized to issue up to 12,500,000 Units, in addition to the 50 Units issued to the Initial Limited Partners, as defined.
As defined in the Limited Partnership Agreement, the Partnership’s Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2008 and 2007. The amounts allocated were determined so as to bring AFS’s ending capital account balance to zero at the end of each year.
As defined in the Limited Partnership Agreement, available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:
Cash from Operations
Cash from Operations is distributed 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.
Cash from Sales and Refinancing
First, 99% to the Limited Partners and 1% to AFS until each Limited Partner has received Aggregate Distributions in an amount equal to their Original Invested Capital, as defined, plus a 10% per annum cumulative (compounded daily) return on their Adjusted Invested Capital; and
Thereafter, 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.
Distributions to the Limited Partners were as follows (in thousands, except for Units and per Unit data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||
Distributions declared | $ | — | $ | — | $ | 1,873 | $ | 1,560 | ||||
Weighted average number of Units outstanding | 12,478,676 | 12,478,676 | 12,478,676 | 12,478,676 | ||||||||
Weighted average distributions per Unit | $ | — | $ | — | $ | 0.15 | $ | 0.13 | ||||
12
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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, 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 Partnership’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnership’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.
Overview
ATEL Cash Distribution Fund VI, L.P. (the “Partnership”) is a California partnership that was formed in June 1994 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company.
The Partnership conducted a public offering of 12,500,000 Limited Partnership units (“Units”), at a price of $10 per Unit. The offering was terminated in November 1996. During early 1997, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.
Pursuant to the guidelines of the Limited Partnership Agreement, the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2002.
As of September 30, 2008, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.
Capital Resources and Liquidity
The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the Limited Partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.
The primary source of liquidity for the Partnership has been its cash flow from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnership’s success in remarketing or selling the equipment as it comes off rental.
If inflation in the general economy becomes significant, it may affect the Partnership in as much as the residual (resale) values and rates on re-leases of the Partnership’s leased assets may increase as the costs of similar assets increase. However, the Partnership’s revenues from existing leases would not increase as such rates are generally fixed for the terms of the leases without adjustment for inflation.
If interest rates increase significantly, the lease rates that the Partnership can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates.
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The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995. At September 30, 2008, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.
Cash Flows
The three months ended September 30, 2008 versus the three months ended September 30, 2007
Operating Activities
The Partnership’s primary source of cash from operations has been rents from operating leases. Additionally, its cash flows are impacted by changes in certain operating assets and liabilities.
Cash provided by operating activities decreased by $58 thousand, or 12%, for the third quarter of 2008 as compared to the third quarter of 2007. The net reduction in cash flow was primarily attributable to a $158 thousand decrease in operating results as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense offset, in part, by an $84 thousand decline in payments made against accounts payable and accrued liabilities.
The period over period decline in operating results, as adjusted for non-cash items, was primarily a result of decreased revenues from operating leases. Payments made against accounts payable and accrued liabilities declined as the third quarter 2007 activity reflects the payment of prior period invoices from a third party railcar manager.
Investing Activities
Cash provided by investing activities decreased by $7 thousand for the third quarter of 2008 as compared to the third quarter of 2007. The net decline in cash flow was a result of reduced payments received on the Partnership’s investment in direct financing leases primarily due to run-off and dispositions of the Partnership’s direct finance lease assets.
Financing Activities
The Partnership had no financing activity that impacted cash flow during the three months ended September 30, 2008. During the three months ended September 30, 2007, the Partnership’s sole financing activity was the repayment of its non-recourse debt. Cash used to pay such debt totaled $20 thousand.
The nine months ended September 30, 2008 versus the nine months ended September 30, 2007
Operating Activities
Cash provided by operating activities increased by $311 thousand, or 25%, for the nine months ended September 30, 2008 as compared to the same period in 2007. The net improvement in cash flow was largely attributable to a $338 thousand decline in payments made against accounts payable and accrued liabilities and a $268 thousand increase in collections of accounts receivable offset, in part, by a $279 thousand decline in operating results as adjusted for non-cash revenue and expense such as gains on sales of assets and depreciation expense.
Payments made against accounts payable and accrued liabilities declined as the activity during the first nine months of 2007 reflects the payment of prior period invoices from a third party railcar manager; and the increase in payments received on accounts receivable was mainly due to the receipt of a $150 thousand tax refund from the state of Pennsylvania during the first quarter of 2008 and the collection of aged receivables during the first nine months of 2008.
Partially offsetting the above increases in cash flow was a decrease resulting from the period over period decline in operating results, as adjusted for non-cash items, due primarily to decreased operating lease revenues.
Investing Activities
Cash provided by investing activities decreased by $68 thousand for the nine months ended September 30, 2008 as compared to the same period in 2007. The net decline in cash flow was comprised of a $47 thousand decrease in proceeds from sales of lease assets and a $21 thousand decline in principal payments received on the Partnership’s investment in direct financing leases.
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Proceeds from sales of lease assets decreased primarily due to reduced sales activity during the nine months ended September 30, 2008 as compared to the same period in 2007. Sales activity declined as more assets under leases scheduled for termination were re-leased rather than sold. The reduced principal payments received on the Partnership’s investment in direct financing leases was primarily due to run-off and dispositions of direct finance lease assets.
Financing Activities
Net cash used in financing activities increased by $250 thousand, or 15%, for the nine months ended September 30, 2008 as compared to the same period in 2007. The net increase in cash used was primarily due to a $313 thousand period over period increase in distributions paid to Limited Partners. The distributions were based on available cash net of any short-term payables and reserves as determined by the General Partner.
Results of Operations
The three months ended September30, 2008 versus the three months ended September 30, 2007
The Partnership had net income of $141 thousand and $230 thousand for the third quarters of 2008 and 2007, respectively. The results for the third quarter of 2008 reflect net decreases in total revenues and operating expenses when compared to the third quarter of 2007.
Revenues
Total revenues for the third quarter of 2008 decreased by $150 thousand, or 16%, as compared to the third quarter of 2007. The decrease was primarily a result of a $149 thousand drop in revenues from operating leases, which declined mainly due to run-off and disposition of lease assets.
Expenses
Total expenses for the third quarter of 2008 decreased by $61 thousand, or 9%, as compared to the third quarter of 2007. The net decline in expenses was primarily due to decreases in railcar maintenance, depreciation expense and outside services expense totaling $62 thousand, $47 thousand and $26 thousand, respectively. These decreases were partially offset by an $86 thousand increase in costs reimbursed to the General Partner.
The decrease in railcar maintenance expense was primarily due to the timing of required repairs during the third quarter of 2008 compared to third quarter of 2007, as well as the continued run-off of the Partnership’s railcar portfolio. Similarly, the decrease in depreciation expense was largely due to run-off and disposition of lease assets; and the decrease in outside services expense was primarily due to the elimination of costs associated with the audit and restatement of the Partnership’s prior year financial statements, which were completed by the third quarter of 2007.
Partially offsetting the above decreases was an increase in costs reimbursed to AFS primarily as a result of a refinement of cost allocation methodologies by the General Partner which resulted in higher costs allocated to the Fund. The refinement of cost allocation methodologies is intended to ensure that Fund management costs are allocated appropriately. This process is continuous and is evaluated, analyzed and modified as necessary.
The nine months ended September30, 2008 versus the nine months ended September 30, 2007
The Partnership had net income of $404 thousand and $631 thousand for the nine months ended September 30, 2008 and 2007, respectively. The year-to-date 2008 results reflect a net decrease in total revenues and an increase in operating expenses when compared to the same period in 2007.
Revenues
Total revenues for the nine months ended September 30, 2008 decreased by $120 thousand, or 4%, as compared to the same period in 2007. The decrease was primarily a result of a $112 thousand drop in revenues from operating leases, which declined mainly due to run-off and disposition of lease assets.
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Expenses
Total expenses for the nine months ended September 30, 2008 increased by $107 thousand, or 5%, as compared to the same period in 2007. The net increase in expenses was mainly due to increases in costs reimbursed to the General Partner, other expense and provision for doubtful accounts totaling $267 thousand, $50 thousand, and $37 thousand, respectively. These increases were partially offset by a combined decrease in outside services expense and professional fees totaling $130 thousand, and decreases in depreciation expense, income and franchise tax payments and accruals, and railcar maintenance expense totaling $52 thousand, $29 thousand and $20 thousand, respectively.
The increase in costs reimbursed to AFS was mostly a result of a refinement of cost allocation methodologies by the General Partner which resulted in higher costs allocated to the Fund. The refinement of cost allocation methodologies is intended to ensure that Fund management costs are allocated appropriately. Other expense increased mainly due to a property tax assessment absorbed by the Partnership partially offset by a decline in allocated insurance costs; and the period over period increase in the provision for doubtful accounts reflects an adjustment made to reduce the reserve during the first quarter of 2007 as payments were received on previously reserved delinquent invoices.
As partial offsets to the aforementioned increases, outside services and professional fees declined mainly due to the elimination of costs associated with the audit and restatement of the Partnership’s prior year financial statements, which were completed by the third quarter of 2007; and depreciation expense declined primarily due to run-off and disposition of lease assets. In addition, income and franchise tax expense declined due to lower estimated taxes resulting from the drop in the Partnership’s net earnings; and railcar maintenance expense decreased largely due to the timing of required repairs during the nine months ended September 30, 2008 compared to the same period in 2007, as well as the continued run-off of the Partnership’s fleet of railcars.
| Item 4. | Controls and procedures. |
Evaluation of disclosure controls and procedures
The Partnership’s General Partner’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Partnership’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 Partnership’s disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial Officer and Chief 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 Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as is applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Changes in internal control
There were no changes in the General Partner’s internal control over financial reporting, as is applicable to the Partnership, during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as is applicable to the Partnership.
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| Item 1. | Legal Proceedings. |
In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership’s financial position or results of operations. No material legal proceedings are currently pending against the Partnership or against any of its assets.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
| Item 3. | Defaults Upon Senior Securities. |
None.
| Item 4. | Submission Of Matters To A Vote Of Security Holders. |
None.
| Item 5. | Other Information. |
None.
| Item 6. | Exhibits. |
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 not applicable, 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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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.
Date: November 11, 2008
ATEL CASH DISTRIBUTION FUND VI, L.P.
(Registrant)
| By: | ATEL Financial Services, LLC General Partner of Registrant |
| By: | /s/ Dean L. Cash | |
| Dean L. Cash | ||
President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner) | ||
| By: | /s/ Paritosh K. Choksi | |
Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner) | ||
| By: | /s/ Samuel Schussler | |
Samuel Schussler Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner) | ||
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