Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2001 |_| 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 0-28368 ATEL Cash Distribution Fund VI, L.P. (Exact name of registrant as specified in its charter) California 94-3207229 - ---------- ---------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 235 Pine Street, 6th Floor, San Francisco, California 94104 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 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 |_| DOCUMENTS INCORPORATED BY REFERENCE None 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements. 2 ATEL CASH DISTRIBUTION FUND VI, L.P. BALANCE SHEETS JUNE 30, 2001 AND DECEMBER 31, 2000 (Unaudited) ASSETS 2001 2000 ---- ---- Cash and cash equivalents $ 654,363 $ 1,947,276 Accounts receivable, net of allowance for doubtful accounts of $585,186 in 2001 and $282,991 in 2000 5,064,719 7,595,825 Investments in leases 62,715,927 69,806,998 ------------------ ----------------- Total assets $ 68,435,009 $79,350,099 ================== ================= LIABILITIES AND PARTNERS' CAPITAL Non-recourse debt $23,035,681 $28,971,912 Line of credit 1,000,000 - Accounts payable: General Partner 99,637 264,395 Other 562,419 331,385 Equipment purchases - 5,452 Accrued interest payable 281,529 1,102,361 Unearned operating lease income 92,834 137,196 ------------------ ----------------- Total liabilities 25,072,100 30,812,701 Partners' capital: General Partner (575,873) (472,607) Limited Partners 43,938,782 49,010,005 ------------------ ----------------- Total partners' capital 43,362,909 48,537,398 ------------------ ----------------- Total liabilities and partners' capital $ 68,435,009 $79,350,099 ================== ================= See accompanying notes. 3 ATEL CASH DISTRIBUTION FUND VI, L.P. INCOME STATEMENTS SIX AND THREE MONTH PERIODS ENDED JUNE 30, 2001 AND 2000 (Unaudited) Six Months Three Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 ---- ---- ---- ---- Revenues: Leasing activities: Operating lease revenues $ 8,903,137 $ 11,629,783 $ 4,542,267 $ 5,684,421 Direct financing leases 92,663 50,008 40,401 24,253 (Loss) gain on sales of assets (204,900) 4,103,425 (303,321) (151,483) Interest income 39,121 69,109 13,225 65,631 Other 8,957 4,295 1,160 3,793 ----------------- ------------------ ------------------ ----------------- 8,838,978 15,856,620 4,293,732 5,626,615 Expenses: Depreciation and amortization 4,790,040 9,070,151 2,374,269 4,022,590 Interest 1,175,687 1,730,157 535,308 625,801 Equipment and incentive management fees 454,693 490,528 165,796 285,252 Other 430,968 363,011 290,244 152,841 Cost reimbursements to General Partner 404,920 214,927 237,088 127,522 Professional fees 77,090 68,930 49,724 50,229 ----------------- ------------------ ------------------ ----------------- 7,333,398 11,937,704 3,652,429 5,264,235 ----------------- ------------------ ------------------ ----------------- Net income $ 1,505,580 $ 3,918,916 $ 641,303 $ 362,380 ================= ================== ================== ================= Net income: General partner $ 15,056 $ 39,189 $ 6,413 $ 3,624 Limited partners 1,490,524 3,879,727 634,890 358,756 ----------------- ------------------ ------------------ ----------------- $ 1,505,580 $ 3,918,916 $ 641,303 $ 362,380 ================= ================== ================== ================= Weighted average number of units outstanding 12,500,050 12,500,050 12,500,050 12,500,050 Net income per limited partnership unit $0.12 $0.31 $0.05 $0.03 See accompanying notes. 4 ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENT OF CHANGES IN PARTNERS' CAPITAL SIX MONTH PERIOD ENDED JUNE 30, 2001 (Unaudited) Limited Partners General Units Amount Partner Total Balance December 31, 2000 12,500,050 $ 49,010,005 $ (472,607) $48,537,398 Distributions to partners (6,561,747) (118,322) (6,680,069) Net income 1,490,524 15,056 1,505,580 ----------------- ------------------ ------------------ ----------------- Balance June 30, 2001 12,500,050 $ 43,938,782 $ (575,873) $43,362,909 ================= ================== ================== ================= See accompanying notes. STATEMENTS OF CASH FLOWS SIX AND THREE MONTH PERIODS ENDED JUNE 30, 2001 AND 2000 (Unaudited) Six Months Three Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 ---- ---- ---- ---- Operating activities: Net income $ 1,505,580 $ 3,918,916 $ 641,303 $ 362,380 Adjustments to reconcile net income to net cash provided by operations Depreciation and amortization 4,790,040 9,070,151 2,374,269 4,022,590 Loss (gain) on sales of assets 204,900 (4,103,425) 303,321 151,483 Changes in operating assets and liabilities: Accounts receivable (2,268,894) 5,171,106 (1,045,143) 2,789,284 Accounts payable, general partner (164,758) (783,687) (71,112) 171,579 Accounts payable, other 231,034 (64,477) (6,788) (86,010) Accrued interest expense 583,503 (1,124,372) 239,899 (1,451,971) Unearned lease income (44,362) (236,679) (23,829) (1,267,429) ----------------- ------------------ ------------------ ----------------- Net cash provided by operating activities 4,837,043 11,847,533 2,411,920 4,691,906 ----------------- ------------------ ------------------ ----------------- Investing activities: Proceeds from sales of assets 1,943,083 18,853,784 1,795,005 734,807 Reduction in net investment in direct financing leases 153,048 113,574 103,563 57,122 Purchase of equipment on operating leases (5,452) - (5,452) - ----------------- ------------------ ------------------ ----------------- Net cash provided by investing activities 2,090,679 18,967,358 1,893,116 791,929 ----------------- ------------------ ------------------ ----------------- 5 ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CASH FLOWS (Continued) SIX AND THREE MONTH PERIODS ENDED JUNE 30, 2001 AND 2000 (Unaudited) Six Months Three Months Ended June 30, Ended June 30, -------------- -------------- 2001 2000 2001 2000 ---- ---- ---- ---- Financing activities: Distributions to partners (6,680,069) (6,562,374) (3,280,319) (3,281,047) Repayment of long-term non-recourse debt (2,540,566) (10,994,350) (1,090,885) (3,998,370) Borrowings on line of credit 2,000,000 - 1,000,000 - Repayment of line of credit (1,000,000) (8,350,000) (1,000,000) - ----------------- ------------------ ------------------ ----------------- Net cash provided by financing activities (8,220,635) (25,906,724) (4,371,204) (7,279,417) ----------------- ------------------ ------------------ ----------------- Net (decrease) increase in cash and cash equivalents (1,292,913) 4,908,167 (66,168) (1,795,582) Cash at beginning of period 1,947,276 390,463 720,531 7,094,212 ----------------- ------------------ ------------------ ----------------- Cash at end of period $ 654,363 $ 5,298,630 $ 654,363 $ 5,298,630 ================= ================== ================== ================= Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 592,184 $ 1,080,184 $ 295,409 $ 303,427 ================= ================== ================== ================= Supplemental disclosure of non-cash transactions: Offset of accounts receivable and debt service per lease and debt agreement: Accrued interest payable $(1,404,335) $(1,774,345) $ 0 $ 0 Non-recourse debt (3,395,665) (3,025,655) - - ----------------- ------------------ ------------------ ----------------- Accounts receivable $(4,800,000) $(4,800,000) $ 0 $ 0 ================= ================== ================== ================= See accompanying notes. 6 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (Unaudited) 1. Summary of significant accounting policies: Interim financial statements: The unaudited interim financial statements reflect all adjustments which are, in the opinion of the general partners, necessary to a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the most recent report on Form 10K. 2. Organization and partnership matters: ATEL Cash Distribution Fund VI, L.P. (the Fund), was formed under the laws of the State of California on June 29, 1994, for the purpose of acquiring equipment to engage in equipment leasing and sales activities. The Partnership does not make a provision for income taxes since all income and losses will be allocated to the Partners for inclusion in their individual tax returns. 3. Investment in leases: The Partnership's investment in leases consists of the following: Depreciation Expense or Reclass- December 31, Amortization ifications & June 30, 2000 of Leases Dispositions 2001 ---- --------- - ------------- ---- Net investment in operating leases $ 66,838,736 $(4,650,156) $(1,005,513) $61,183,067 Net investment in direct financing leases 1,019,935 (153,048) 49,064 915,951 Assets held for sale or lease 953,554 - (872,946) 80,608 Residual interests 379,551 - (345,391) 34,160 Reserve for losses (291,905) - 103,896 (188,009) Initial direct costs, net of accumulated amortization 907,127 (139,884) (77,093) 690,150 ----------------- ------------------ ------------------ ----------------- $ 69,806,998 $(4,943,088) $(2,147,983) $62,715,927 ================= ================== ================== ================= 7 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (Unaudited) 3. Investment in leases (continued): Property on operating leases Reclassifications & Balance December 31, Dispositions June 30, ------------ 2000 1st Quarter 2nd Quarter 2001 ---- ----------- ----------- ---- Transportation $ 85,622,871 $ (24,485) $(1,585,157) $84,013,229 Materials handling 16,923,148 (305,500) (1,690,107) 14,927,541 Construction 21,133,558 (396,262) (782,200) 19,955,096 Manufacturing 409,385 - - 409,385 Office automation 2,658,730 (88,770) (945,150) 1,624,810 Other 1,088,706 (295,751) 312,486 1,105,441 ----------------- ------------------ ------------------ ----------------- 127,836,398 (1,110,768) (4,690,128) 122,035,502 Less accumulated depreciation (60,997,662) (1,090,266) 1,235,493 (60,852,435) ----------------- ------------------ ------------------ ----------------- $ 66,838,736 $(2,201,034) $(3,454,635) $61,183,067 ================= ================== ================== ================= All of the property on leases was acquired in 1995, 1996 and 1997. At June 30, 2001, the aggregate amounts of future minimum lease payments are as follows: Direct Year ending Operating Financing December 31, Leases Leases Total ------------ ------ ------ ----- 2001 $ 6,097,665 $ 167,896 $ 6,265,561 2002 7,245,762 303,076 7,548,838 2003 3,291,168 110,355 3,401,523 2004 2,799,419 110,355 2,909,774 2005 2,708,774 98,760 2,807,534 Thereafter 12,152,229 197,585 12,349,814 ----------------- ------------------ ------------------ $ 34,295,017 $ 988,027 $ 35,283,044 ================= ================== ================== 8 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (Unaudited) 4. Non-recourse debt: Notes payable to financial institutions are due in varying monthly and semi-annual installments of principal and interest. The notes are secured by assignments of lease payments and pledges of the assets which were purchased with the proceeds of the particular notes. Interest rates on the notes vary from 6.33% to 12.22%. Future minimum principal payments of non-recourse debt are as follows: Year ending December 31, Principal Interest Total ------------ --------- -------- ----- 2001 $ 1,322,975 $ 493,824 $ 1,816,799 2002 5,743,147 1,826,594 7,569,741 2003 5,486,383 1,237,053 6,723,436 2004 821,505 633,381 1,454,886 2005 476,034 591,844 1,067,878 Thereafter 9,185,637 3,042,044 12,227,681 ----------------- ------------------ ------------------ $ 23,035,681 $ 7,824,740 $ 30,860,421 ================= ================== ================== 5. Related party transactions: The terms of the Limited Partnership Agreement provide that the General Partner and/or Affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Partnership. The General Partner and/or Affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement during the six month periods ended June 30, 2001 and 2000 as follows: 2001 2000 ---- ---- Incentive management fees (computed as 3.25% of distributions of cash from operations, as defined in the Limited Partnership Agreement) and equipment management fees (computed as 3.5% of gross revenues from operating leases, as defined in the Limited Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Limited Partnership Agreement). $ 454,693 $ 490,528 Reimbursement of administrative costs 404,920 214,927 ------------------ ----------------- $ 859,613 $ 705,455 ================== ================= 9 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2001 (Unaudited) 6. Partner's capital: As of June 30, 2001, 12,500,050 Units ($125,000,500) were issued and outstanding. The Fund's registration statement with the Securities and Exchange Commission became effective November 23, 1994 and its offering was concluded on November 23, 1996. The Fund is authorized to issue up to 12,500,050 Units, including the 50 Units issued to the initial limited partners. The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to the General Partner. Available Cash from Operations and Cash from Sales and Refinancing, as defined in the Limited Partnership Agreement, shall be distributed as follows: First, 95% (95.75% after June 30, 1995) of Distributions of Cash from Operations to the Limited Partners, 1% of Distributions of Cash from Operations to the General Partner and 4% (3.25% after June 30, 1995) ( to an affiliate of the General Partner as Incentive Management Compensation, 99% of Distributions of Cash from Sales or Refinancing to the Limited Partners and 1% of Cash from Sales or Refinancing to the General Partner. Second, the balance to the Limited Partners until the Limited Partners have received Aggregate Distributions in an amount equal to their Original Invested Capital, as defined, plus a 8% per annum cumulative (compounded daily) return on their Adjusted Invested Capital. Third, an affiliate of the General Partner will receive as Incentive Management Compensation, 4% (3.25% after June 30, 1995) of remaining Cash from Sales or Refinancing. Fourth, the balance to the Limited Partners. 7. Line of credit: The Partnership participates with the General Partner and certain of its Affiliates in a $62,000,000 revolving credit agreement with a group of financial institutions which expires on April 12, 2002. The agreement includes an acquisition facility and a warehouse facility which are used to provide bridge financing for assets on leases. Draws on the acquisition facility by any individual borrower are secured only by that borrower's assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the Affiliates, the Partnership and the General Partner. The Partnership had $2,000,000 of borrowings under the agreement at June 30, 2001. The credit agreement includes certain financial covenants applicable to each borrower. The Partnership was in compliance with its covenants as of June 30, 2001. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity During the first half of 2001, the Partnership's primary activity was engaging in equipment leasing activities. The liquidity of the Partnership will vary in the future, increasing to the extent cash flows from leases exceed expenses, and decreasing as lease assets are acquired, as distributions are made to the limited partners and to the extent expenses exceed cash flows from leases. As another source of liquidity, the Partnership has contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire, the Partnership will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on the General Partner's success in re-leasing or selling the equipment as it comes off lease. The Partnership participates with the General Partner and certain of its affiliates in a $62,000,000 revolving line of credit with a group of financial institutions. The line of credit expires on April 12, 2002. The Partnership anticipates reinvesting a portion of lease payments from assets owned in new leasing transactions. Such reinvestment will occur only after the payment of all obligations, including debt service (both principal and interest), the payment of management and acquisition fees to the General Partner and providing for cash distributions to the Limited Partners. The Partnership currently has available adequate reserves to meet contingencies, 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. The General Partner envisions no such requirements for operating purposes. As of June 30, 2001, the Partnership had borrowed $100,521,405 with a remaining unpaid balance of $23,035,681. The General Partner expects that aggregate borrowings in the future will not exceed 50% of aggregate equipment cost. In any event, the Agreement of Limited Partnership limits such borrowings to 50% of the total cost of equipment, in aggregate. No commitments of capital have been or are expected to be made other than for the acquisition of additional equipment. There were no such commitments as of June 30, 2001. If inflation in the general economy becomes significant, it may affect the Partnership inasmuch 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. 11 Cash Flows, 2001 vs. 2000: Six months: In 2001 and 2000, the Partnership's primary source of cash was rents from operating leases. Cash provided by operations decreased by $7,010,490 (from $11,847,533 in 2000 to $4,837,043 in 2001). The most significant source of cash from investing activities in 2001 and 2000 was proceeds from sales of lease assets. Asset sales were particularly significant in the first quarter of 2000. Most of the sales proceeds were used to pay off the line of credit and to pay down the Partnership's non-recourse debt in 2000. Cash flows from direct financing leases were not as significant in either period. In 2001, the only source of cash from financing activities was borrowings on the line of credit. In 2000, there were no sources of cash flows from financing activities. Payments of non-recourse debt have decreased as a result of scheduled debt payments over the last year. Three months: Operating lease rents were the primary source of cash from operating activities in 2001 and 2000. As noted above for the six month period, proceeds from asset sales and direct financing lease rents were the only sources of cash from investing activities in 2001 and 2000. In 2001, the only financing source of cash was the amounts borrowed under the line of credit. There were no sources of cash from financing activities in 2000. Debt payments have decreased for the same reasons noted above for the six month periods. Results of operations In 2001, operations resulted in net income of $1,505,580 (six months) and $641,303 (three months). In 2000, operations resulted in net income of $3,918,916 (six months) and $362,380 (three months). The Partnership's primary source of revenues is from operating leases. This is expected to remain true in future periods. Gains and losses on sales of lease assets are not expected to be consistent from one period to another. Depreciation expense is the single largest expense of the Partnership and is expected to remain so in future periods. Operating lease rents and depreciation expense decreased compared to 2000 due to sales of lease assets over the last year. As Interest expense is related to the borrowings under the line of credit and non-recourse debt and has decreased because of decreased debt balances compared to 2000. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Quaker Coal Company: On December 31, 1997, Quaker Coal Company requested a moratorium on lease payments from January through March 1998. No lease payments were made by the lessee through June of 1998, and as a result, the General Partner declared the lease in default. Subsequently, the lessee cured the outstanding payments and eventually satisfied substantially all lease payments due under the Lease; however, the General Partner refused to waive the default and insisted on contractual damages. The General Partner filed a suit against the lessee for its contractual damages in the U.S. District Court of Northern California (the "Court") (Case No. 98-02971 THE). On June 16, 2000, the lessee filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The amounts of these damages have not been included in the financial statements included in Part I, Item 1 of this report. 12 The Partnership obtained a stipulation for relief from the automatic bankruptcy stay to allow the Court to issue its ruling, and filed a request to participate on the Official Committee of Unsecured Creditors in the bankruptcy proceedings. The Partnership succeeded upon securing the return of its equipment, which has been liquidated, netting approximately 17% of the original equipment cost. The Court issued a ruling on March 4, 2001, denying the Partnership's claim for damages. The Lessee subsequently filed a claim against the Partnership, for reimbursement of its legal expenses. The General Partner believes the Court's decision is erroneous, as a matter law, and has filed an appeal of the decision in the U.S. District Court of Appeals. The lessee filed a plan of reorganization, which has been objected to by several large creditors, including the General Partner. These creditors are also seeking a formal role on the creditors committee or formation of their own committee. Currently, the likelihood of recovery of amounts above the payment of the lease rent and the liquidation of the equipment is speculative and highly uncertain. The Pittston Company: On December 17, 1999, Elkay Mining Company, a subsidiary of The Pittston Company, filed a suit for declaratory relief in response to a notice of event of default sent by the Partnership. The dispute surrounds the treatment by the lessee of a defect in the leased equipment, and the lessee's failure to notify that lessor of the defect in the equipment. All lease payments under that lease were made in a timely manner, and the equipment was returned and liquidated by the Partnership for $112,501.04, which is approximately 6% of the original equipment cost. The Partnership feels that it has suffered damages and loss as a result of actions of the Lessee, in the amount of $773,402, which represents the difference in the proceeds netted from the sale of the equipment and the liquidated damages due under the lease. This matter has been litigated and the parties are awaiting decision from the Court. The Partnership has also compelled the Lessee to mediate this dispute in San Francisco, California as required by the lease contract. The General Partner believes that it has a reasonable basis for prevailing with respect to this matter. Applied Magnetics Corporation: In January 2000, Applied Magnetics Corporation filed for protection from creditors under Chapter 11 of the U. S. Bankruptcy Code. The Partnership has assets with a total net book value of $5,113,290 leased to Applied Magnetics Corporation. On January 31, 2000, the General Partner was appointed to the Official Committee of Unsecured Creditors and currently serves as the Chairperson of the Committee. Procedures were quickly undertaken for the liquidation of the Partnership's leased equipment, which proceeds resulted in the satisfaction of a portion of the non-recourse debt secured by the equipment. As of November 1, 2000, liquidation of the assets was completed. The Partnership anticipates additional amounts may be recoverable through the reorganization of the lessee's business, however, any recoveries above the amounts received upon liquidation of the Partnership's equipment are highly uncertain and speculative. 13 Item 2. Changes In Securities. Inapplicable. Item 3. Defaults Upon Senior Securities. Inapplicable. Item 4. Submission Of Matters To A Vote Of Security Holders. Inapplicable. Item 5. Other Information. Inapplicable. Item 6. Exhibits And Reports On Form 8-K. (a)Documents filed as a part of this report 1. Financial Statements Included in Part I of this report: Balance Sheets, June 30, 2001 and December 31, 2000. Statements of operations for the six and three month periods ended June 30, 2001 and 2000. Statement of changes in partners' capital for the six month period ended June 30, 2001. Statements of cash flows for the six and three month periods ended June 30, 2001 and 2000. Notes to the Financial Statements 2. Financial Statement Schedules. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) Report on Form 8-K None 14 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 8, 2001 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 General Partner By: /s/ PARITOSH K. CHOKSI ------------------------------------- Paritosh K. Choksi Executive Vice President of General Partner, Principal financial officer of registrant By: /s/ DONALD E. CARPENTER -------------------------------------- Donald E. Carpenter Principal accounting officer of registrant 15