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 June 30, 2010
| ¨ | 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 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). Yes ¨ 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 |
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 July 31, 2010 was 12,478,676.
DOCUMENTS INCORPORATED BY REFERENCE
None.
ATEL CASH DISTRIBUTION FUND VI, L.P.
Index
2
| Item 1. | Financial Statements (Unaudited). |
ATEL CASH DISTRIBUTION FUND VI, L.P.
JUNE 30, 2010 AND DECEMBER 31, 2009
(In Thousands)
(Unaudited)
| June 30, 2010 | December 31, 2009 | |||||
| ASSETS | ||||||
Cash and cash equivalents | $ | 970 | $ | 979 | ||
Accounts receivable | 198 | 118 | ||||
Prepaid expenses | 1 | 6 | ||||
Investments in equipment and leases, net of accumulated depreciation of $20,805 at June 30, 2010 and $20,794 at December 31, 2009 | 4,951 | 5,545 | ||||
Total assets | $ | 6,120 | $ | 6,648 | ||
| LIABILITIES AND PARTNERS’ CAPITAL | ||||||
Accounts payable and accrued liabilities: | ||||||
General Partner | $ | 45 | $ | 51 | ||
Lessees and other | 327 | 328 | ||||
Unearned operating lease income | 15 | 22 | ||||
Total liabilities | 387 | 401 | ||||
Commitments and contingencies | ||||||
Partners’ capital: | ||||||
General Partner | — | — | ||||
Limited Partners | 5,733 | 6,247 | ||||
Total Partners’ capital | 5,733 | 6,247 | ||||
Total liabilities and Partners’ capital | $ | 6,120 | $ | 6,648 | ||
See accompanying notes.
3
ATEL CASH DISTRIBUTION FUND VI, L.P.
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2010 AND 2009
(In Thousands Except Units and Per Unit Data)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2010 | 2009 | 2010 | 2009 | ||||||||||||
Revenues: | |||||||||||||||
Leasing activities: | |||||||||||||||
Operating leases | $ | 593 | $ | 691 | $ | 1,254 | $ | 1,388 | |||||||
Direct financing leases | 4 | 7 | 9 | 15 | |||||||||||
Gain (loss) on sales of assets | 17 | (17 | ) | 47 | 72 | ||||||||||
Other revenue | 2 | — | 2 | 1 | |||||||||||
Total revenues | 616 | 681 | 1,312 | 1,476 | |||||||||||
Expenses: | |||||||||||||||
Depreciation of operating lease assets | 220 | 291 | 456 | 588 | |||||||||||
Cost reimbursements to General Partner | 74 | 148 | 154 | 294 | |||||||||||
Railcar maintenance | 166 | 171 | 321 | 333 | |||||||||||
Equipment and incentive management fees to General Partner | 25 | 20 | 55 | 39 | |||||||||||
Taxes on income and franchise fees | (2 | ) | 4 | 3 | 8 | ||||||||||
Other management fees | 29 | 26 | 64 | 45 | |||||||||||
Professional fees | 13 | 10 | 37 | 36 | |||||||||||
Outside services | 22 | 18 | 38 | 42 | |||||||||||
Reversal of provision for doubtful accounts | — | — | — | (16 | ) | ||||||||||
Other | 38 | 25 | 68 | 36 | |||||||||||
Total expenses | 585 | 713 | 1,196 | 1,405 | |||||||||||
Net income (loss) | $ | 31 | $ | (32 | ) | $ | 116 | $ | 71 | ||||||
Net income (loss) | |||||||||||||||
General Partner | $ | — | $ | — | $ | 6 | $ | — | |||||||
Limited Partners | 31 | (32 | ) | 110 | 71 | ||||||||||
| $ | 31 | $ | (32 | ) | $ | 116 | $ | 71 | |||||||
Net income per Limited Liability Partnership Unit | $ | 0.00 | $ | 0.00 | $ | 0.01 | $ | 0.01 | |||||||
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, 2009
AND FOR THE
SIX MONTHS ENDED
JUNE 30, 2010
(In Thousands Except Units and Per Unit Data)
(Unaudited)
| Limited Partners | General Partner | Total | ||||||||||||
| Units | Amount | |||||||||||||
Balance December 31, 2008 | 12,478,676 | $ | 7,442 | $ | — | $ | 7,442 | |||||||
Distributions to Limited Partners ($0.10 per Unit) | — | (1,248 | ) | — | (1,248 | ) | ||||||||
Distributions to General Partner | — | — | (12 | ) | (12 | ) | ||||||||
Net income | — | 53 | 12 | 65 | ||||||||||
Balance December 31, 2009 | 12,478,676 | 6,247 | — | 6,247 | ||||||||||
Distributions to Limited Partners ($0.05 per Unit) | — | (624 | ) | — | (624 | ) | ||||||||
Distributions to General Partner | — | — | (6 | ) | (6 | ) | ||||||||
Net income | — | 110 | 6 | 116 | ||||||||||
Balance June 30, 2010 | 12,478,676 | $ | 5,733 | $ | — | $ | 5,733 | |||||||
See accompanying notes.
5
ATEL CASH DISTRIBUTION FUND VI, L.P.
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2010 AND 2009
(In Thousands)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||||||
Operating activities: | ||||||||||||||||
Net income (loss) | $ | 31 | $ | (32 | ) | $ | 116 | $ | 71 | |||||||
Adjustment to reconcile net income (loss) to cash provided by operating activities: | ||||||||||||||||
Depreciation of operating lease assets | 220 | 291 | 456 | 588 | ||||||||||||
Amortization of unearned income on direct finance leases | (4 | ) | (7 | ) | (9 | ) | (15 | ) | ||||||||
Reversal of provision for doubtful accounts | — | — | — | (16 | ) | |||||||||||
(Gain) loss on sales of assets | (17 | ) | 17 | (47 | ) | (72 | ) | |||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Accounts receivable | 17 | (19 | ) | (80 | ) | 13 | ||||||||||
Prepaid expenses | 3 | 2 | 5 | 5 | ||||||||||||
Accounts payable and accruals due General Partner | (6 | ) | (26 | ) | (6 | ) | (17 | ) | ||||||||
Accounts payable and accruals due lessees and other | (23 | ) | (19 | ) | (1 | ) | (12 | ) | ||||||||
Unearned operating lease income | (4 | ) | (13 | ) | (7 | ) | 14 | |||||||||
Net cash provided by operating activities | 217 | 194 | 427 | 559 | ||||||||||||
Investing activities: | ||||||||||||||||
Proceeds from sales of lease assets | 72 | 55 | 159 | 227 | ||||||||||||
Payments received on direct finance leases | 18 | 18 | 35 | 35 | ||||||||||||
Net cash provided by investing activities | 90 | 73 | 194 | 262 | ||||||||||||
Financing activities: | ||||||||||||||||
Distributions to Limited Partners | — | — | (624 | ) | — | |||||||||||
Distributions to General Partner | — | — | (6 | ) | — | |||||||||||
Net cash used in financing activities | — | — | (630 | ) | — | |||||||||||
Net increase (decrease) in cash and cash equivalents | 307 | 267 | (9 | ) | 821 | |||||||||||
Cash and cash equivalents at beginning of period | 663 | 1,218 | 979 | 664 | ||||||||||||
Cash and cash equivalents at end of period | $ | 970 | $ | 1,485 | $ | 970 | $ | 1,485 | ||||||||
Supplemental disclosures of cash flow information: | ||||||||||||||||
Cash paid during the period for taxes | $ | — | $ | 16 | $ | 7 | $ | 16 | ||||||||
See accompanying notes.
6
ATEL CASH DISTRIBUTION FUND VI, L.P.
(Unaudited)
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 (“Units”), at a price of $10 per Unit. Upon the sale of the minimum amount of 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 June 30, 2010, 12,478,676 Units were issued and outstanding.
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 Limited Partnership Agreement (“Partnership Agreement”).
Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 4). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.
As of June 30, 2010, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of the General Partner.
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, 2009, filed with the Securities and Exchange Commission.
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 the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. 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. Operating results for the three and six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the full year.
Certain prior period amounts have been reclassified to conform to the current period 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.
In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after June 30, 2010, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.
7
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. Summary of significant accounting policies (continued):
Use of estimates:
The preparation of 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 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.
Segment reporting:
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.
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 Limited Partners’ Units outstanding during the period.
Recent accounting pronouncements:
In July 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 requires entities to provide disclosures designed to facilitate financial statement users’ evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses, and class of financing receivable, which is generally a disaggregation of portfolio segment. The required disclosures include, among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators. ASU 2010-20 will be effective for the Partnership’s financial statements as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period will be required for the Partnership’s financial statements that include periods beginning on or after January 1, 2011. The Partnership anticipates that adoption of these additional disclosures will not have a material effect on its financial position or results of operations.
In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosure about Fair Value Measurement” (“ASU 2010-06”). ASU 2010-06 requires additional disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements, and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. Except for the Level 3 reconciliation disclosures, which will be effective for fiscal years beginning after December 15, 2010, the guidance became effective for the Partnership beginning January 1, 2010 and was adopted during the first quarter of 2010 with no impact on the Partnership’s financial position, results of operations or cash flows.
8
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. Investment in equipment and leases, net:
The Partnership’s investments in equipment and leases consists of the following (in thousands):
| Balance December 31, 2009 | Reclassifications & Additions / Dispositions | Depreciation/ Amortization Expense or Amortization of Leases | Balance June 30, 2010 | |||||||||||
Net investment in operating leases | $ | 5,003 | $ | 242 | $ | (456 | ) | $ | 4,789 | |||||
Net investment in direct financing leases | 76 | — | (26 | ) | 50 | |||||||||
Assets held for sale or lease, net | 466 | (354 | ) | — | 112 | |||||||||
Total | $ | 5,545 | $ | (112 | ) | $ | (482 | ) | $ | 4,951 | ||||
Impairment of investments in leases and assets held for sale or lease:
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 six months ended June 30, 2010 and 2009. Depreciation expense on property subject to operating leases and property held for lease or sale was $220 thousand and $291 thousand for the respective three months ended June 30, 2010 and 2009, and was $456 thousand and $588 thousand for the respective six months ended June 30, 2010 and 2009.
All of the equipment on leases was acquired in the years 1995 through 1997.
Net investment in operating leases:
Property on operating leases consists of the following (in thousands):
| Balance December 31, 2009 | Additions | Reclassifications or Dispositions | Balance June 30, 2010 | |||||||||||||
Transportation, rail | $ | 23,698 | $ | — | $ | 994 | $ | 24,692 | ||||||||
Materials handling | 199 | — | — | 199 | ||||||||||||
Transportation, other | 285 | — | — | 285 | ||||||||||||
| 24,182 | — | 994 | 25,176 | |||||||||||||
Less accumulated depreciation | (19,179 | ) | (456 | ) | (752 | ) | (20,387 | ) | ||||||||
Total | $ | 5,003 | $ | (456 | ) | $ | 242 | $ | 4,789 | |||||||
The average estimated residual value for assets on operating leases was 16% of the assets’ original cost at both June 30, 2010 and December 31, 2009.
The Partnership earns revenues from certain lease assets based on utilization of such assets. Such contingent rentals and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, and totaled $91 thousand and $127 thousand for the respective three months ended June 30, 2010 and 2009, and $186 thousand and $270 thousand for the respective six months ended June 30, 2010 and 2009.
Net investment in direct financing leases:
Investment in direct financing leases consists of transportation and ground support equipment. The following lists the components of the Partnership’s investment in direct financing leases as of June 30, 2010 and December 31, 2009 (in thousands):
| June 30, 2010 | December 31, 2009 | |||||||
Total minimum lease payments receivable | $ | 35 | $ | 69 | ||||
Estimated residual values of leased equipment (unguaranteed) | 20 | 20 | ||||||
Investment in direct financing leases | 55 | 89 | ||||||
Less unearned income | (5 | ) | (13 | ) | ||||
Net investment in direct financing leases | $ | 50 | $ | 76 | ||||
There were no investments in direct financing leases, net in non-accrual status as of June 30, 2010 and December 31, 2009.
9
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
3. Investment in equipment and leases, net (continued):
At June 30, 2010, 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 | |||||||||
Six months ending December 31, 2010 | $ | 841 | $ | 35 | $ | 876 | |||||
Year ending December 31, 2011 | 1,030 | — | 1,030 | ||||||||
2012 | 237 | — | 237 | ||||||||
| $ | 2,108 | $ | 35 | $ | 2,143 | ||||||
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 | |
Materials handling | 7 - 10 | |
Transportation, other | 7 - 10 |
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. The Partnership is contingently liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.
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 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 3.5% 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.
10
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Related party transactions (continued):
During the three and six months ended June 30, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||
Cost reimbursements to General Partner | $ | 74 | $ | 148 | $ | 154 | $ | 294 | ||||
Equipment and incentive management fees to General Partner | 25 | 20 | 55 | 39 | ||||||||
| $ | 99 | $ | 168 | $ | 209 | $ | 333 | |||||
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.
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 June 30, 2010 and December 31, 2009, 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.
The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unit holder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Partnership is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund units is made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would be at the discretion of the General Partner on terms it determines to be appropriate under given circumstances, in the event that the General Partner deems such repurchase to be in the best interest of the Partnership; provided, the Partnership is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the unit-holder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.
As defined in the Limited Partnership Agreement, the Partnership’s Net Income, 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 during the first six months of 2010 and 2009. The amounts allocated were determined so as to bring AFS’s ending capital account balance to zero at the end of the year.
11
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
6. Partners’ Capital (continued):
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 units and per unit data):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2010 | 2009 | 2010 | 2009 | |||||||||
Distributions | $ | — | $ | — | $ | 624 | $ | — | ||||
Weighted average number of Units outstanding | 12,478,676 | 12,478,676 | 12,478,676 | 12,478,676 | ||||||||
Weighted average distributions per Unit | $ | — | $ | — | $ | 0.05 | $ | — | ||||
7. Fair value measurements:
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, generally on a national exchange.
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 Partnership's own estimates of assumptions that market participants would use in pricing the asset or liability.
At June 30, 2010 and December 31, 2009, the Partnership had no assets or liabilities that require measurement on a recurring or non-recurring basis.
12
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
7. Fair value measurements (continued):
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 Partnership’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Partnership’s financial statements and related notes.
The Partnership 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. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Partnership could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
At June 30, 2010 and December 31, 2009, the only financial instrument reflected on the Partnership’s financial statements is its cash and cash equivalents. Such cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.
13
| 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, 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 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.
The Partnership may continue until December 31, 2015. Pursuant to the guidelines of the Limited Partnership Agreement (“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 June 30, 2010, 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.
Results of Operations
The three months ended June 30, 2010 versus the three months ended June 30, 2009
The Partnership had net income of $31 thousand and a net loss of $32 thousand for the three months ended June 30, 2010 and 2009, respectively. The results for the second quarter of 2010 reflect a decrease in total operating expenses offset, in part, by a decline in total revenues when compared to the prior year period.
Revenues
Total revenues for the second quarter of 2010 decreased by $65 thousand, or 10%, as compared to the prior year period. The decline was primarily due to a $98 thousand reduction in operating lease revenues offset, in part, by a $34 thousand increase in recognized gains on sales of lease assets.
Operating lease revenues decreased primarily due to a period over period decline in usage-based rental revenues combined with continued run-off and disposition of lease assets; while gains on sales of lease assets increased primarily due to the change in the mix of assets sold.
14
Expenses
Total expenses for the second quarter of 2010 decreased by $128 thousand, or 18%, as compared to the prior year period. The net decrease in expenses was primarily due to decreases in costs reimbursed to AFS and depreciation expense totaling $74 thousand and $71 thousand, respectively. These decreases were partially offset by a $13 thousand increase in other expense.
The period over period decrease in costs reimbursed to AFS was largely due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the General Partner; and the reduction in depreciation expense was mainly a result of continued run-off and disposition of lease assets.
Other expense increased largely due to higher printing, postage and photocopying expenses.
The six months ended June 30, 2010 versus the six months ended June 30, 2009
The Partnership had net income of $116 thousand and $71 thousand for the six months ended June 30, 2010 and 2009, respectively. The results for the first half of 2010 reflect a decrease in total operating expenses offset, in part, by a decline in total revenues when compared to the prior year period.
Revenues
Total revenues for the first half of 2010 decreased by $164 thousand, or 11%, as compared to the prior year period. The decline was primarily due to a $134 thousand decrease in operating lease revenues and a $25 thousand reduction in recognized gains on sales of lease assets.
Operating lease revenues decreased primarily due to a period over period decline in usage-based rental revenues combined with continued run-off and disposition of lease assets. Gains on sales of lease assets declined as fewer railcar units were disposed of at prices similar to those of the prior year period, coupled with the period over period change in the mix of assets sold.
Expenses
Total expenses for the first half of 2010 decreased by $209 thousand, or 15%, as compared to the prior year period. The net decrease in expenses was primarily due to decreases in costs reimbursed to AFS and depreciation expense totaling $140 thousand and $132 thousand, respectively. These decreases were partially offset by a $32 thousand increase in other expense, and a $19 thousand increase in other management fees. In addition, expenses increased as the first half 2009 amount included a $16 thousand recovery of a prior period provision related to delinquent receivables.
The period over period decrease in costs reimbursed to AFS was largely due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the General Partner; and the reduction in depreciation expense was mainly a result of continued run-off and disposition of lease assets.
Other expense increased largely due to higher printing, postage and photocopying costs, as well as higher railcar storage fees and bank charges; and other management fees was higher due to an increase in the number of railcars managed by a third party manager as inventoried railcars were re-leased during the first half of 2010.
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 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.
15
The changes in the Partnership’s cash flow for the three and six months ended June 30, 2010 as compared to the three and six months ended June 30, 2009 are as follows:
The three months ended June 30, 2010 versus the three months ended June 30, 2009
| • | Operating Activities |
Cash provided by operating activities increased by $23 thousand, or 12%, for the second quarter of 2010 as compared to the prior year period. The net increase in cash flow was primarily attributable to a favorable year over year three-month change in accounts receivable and accounts payable activities partially offset by a reduction in net operating results, as adjusted for non-cash items such as gains on sales of assets and depreciation.
The favorable change in accounts receivable activities improved cash flow by $36 thousand and was primarily a result of higher level of billings accrued at June 30, 2009 as compared to June 30, 2010. Likewise, the favorable change in accounts payable activities improved cash flow by $16 thousand and was largely due to the lower amount of prior period accruals paid during the second quarter of 2010 as compared to the prior year period.
As a partial offset, the decrease in net operating results, as adjusted for non-cash items, reduced cash flow by $39 thousand and was mainly due to the decline in operating lease revenues.
| • | Investing Activities |
Cash provided by investing activities increased by $17 thousand, or 23%, for the second quarter of 2010 as compared to the prior year period. The increase in cash flow was mainly due to a period over period increase in proceeds from sales of lease assets, which increased largely due to the change in the mix of assets sold.
| • | Financing Activities |
The Partnership had no financing activities during the second quarters of 2010 and 2009.
The six months ended June 30, 2010 versus the six months ended June 30, 2009
| • | Operating Activities |
Cash provided by operating activities decreased by $132 thousand, or 24%, for the first half of 2010 as compared to the prior year period. The net decrease in cash flow was primarily attributable to an unfavorable year over year six-month change in accounts receivable activities, a decline in net operating results, as adjusted for non-cash items such as gains on sales of assets and depreciation, and an unfavorable change in unearned operating lease income. These decreases in cash flow were partially offset by an increase resulting from a favorable year over year six-month change in accounts payable activities.
The change in accounts receivable reduced cash flow by $93 thousand and was primarily a result of higher level of billings accrued at June 30, 2010, combined with a lower amount of prior year accruals collected in the first half of 2010. The decrease in net operating results, as adjusted for non-cash items, reduced cash flow by $40 thousand and was primarily due to the decline in operating lease revenues. Likewise, the change in unearned operating lease income reduced cash flow by $21 thousand and was attributable to the decrease in unearned rents received and increased amortization of prepaid rents received in previous periods.
The favorable change in accounts payable improved cash flow by $22 thousand and was largely a result of lower amounts of prior year accruals paid during the first half of 2010 as compared to the prior year period.
| • | Investing Activities |
Cash provided by investing activities decreased by $68 thousand, or 26%, for the first half of 2010 as compared to the prior year period. The decrease in cash flow was mainly due to a period over period decline in proceeds from sales of lease assets as fewer railcar units were sold at prices similar to those realized in the prior year period, coupled with the change in the mix of assets sold.
16
| • | Financing Activities |
Cash used in financing activities during the first half of 2010 increased by $630 thousand when compared to the prior year period. The increase represents first half 2010 distributions paid to both the Limited Partners and the General Partner totaling $624 thousand and $6 thousand, respectively. There were no distributions paid during the first half of 2009.
In a normal economy, 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. In addition, if interest rates increase significantly under such circumstances, 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.
The Partnership currently has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.
The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995.
At June 30, 2010, 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.
| Item 4T. | Controls and procedures. |
Evaluation of disclosure controls and procedures
The Partnership’s General Partner’s President and 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, Management 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, which 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 it 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 it is applicable to the Partnership, during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.
17
| 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.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
| Item 3. | Defaults Upon Senior Securities. |
None.
| Item 4. | [Reserved]. |
| 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
18
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: August 12, 2010
| 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) | ||||||
19
