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,
1996
|_| 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, 1996 AND DECEMBER 31, 1995
(Unaudited)
ASSETS
1996 1995
---- ----
Cash and cash equivalents $2,249,579 $2,074,913
Accounts receivable 2,691,170 2,006,703
Investments in leases 136,619,553 92,802,029
------------------ -----------------
Total assets $141,560,302 $96,883,645
================== =================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $39,842,330 $836,181
Line of credit 27,351,230 38,368,672
Accounts payable:
General Partner 1,228,526 1,279,066
Equipment purchases - 5,176,506
Other 204,080 117,483
Accrued interest payable 300,481 230,967
Unearned operating lease income 211,366 298,733
------------------ -----------------
Total liabilities 69,138,013 46,307,608
Partners' capital:
General Partner (36,788) (23,675)
Limited Partners 72,459,077 50,599,712
------------------ -----------------
Total partners' capital 72,422,289 50,576,037
------------------ -----------------
Total liabilities and partners' capital $141,560,302 $96,883,645
================== =================
See accompanying notes.
3
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENTS OF OPERATIONS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1996 AND 1995
(Unaudited)
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
Revenues:
Leasing activities:
Operating lease revenues $9,500,698 $1,737,754 $5,508,771 $968,745
Direct financing leases 110,218 3,747 53,907 3,747
Gain on sales of assets 9,380 1,429 3,856 -
Interest income 38,926 10,757 22,640 10,757
Other 1,965 1,128 637 598
----------------- ---------------- ------------------ -----------------
9,661,187 1,754,815 5,589,811 983,847
Expenses:
Depreciation and amortization 7,438,946 1,188,982 4,136,863 678,816
Interest 1,919,915 405,929 1,152,283 44,289
Equipment and incentive management fees 421,628 95,577 145,268 59,947
Administrative cost reimbursements 280,394 189,232 163,614 120,926
Other 141,343 39,765 124,034 9,235
Professional fees 123,552 25,213 79,687 11,021
Provision for losses 96,599 17,548 55,885 9,838
----------------- ---------------- ------------------ -----------------
10,422,377 1,962,246 5,857,634 934,072
----------------- ---------------- ------------------ -----------------
Net (loss) income ($761,190) ($207,431) ($267,823) $49,775
================= ================ ================== =================
Net (loss) income:
General partner ($7,612) ($2,074) ($2,678) $498
Limited partners (753,578) (205,357) (265,145) 49,277
================= ================ ================== =================
($761,190) ($207,431) ($267,823) $49,775
================= ================ ================== =================
Weighted average number of units
outstanding 7,800,111 1,523,791 8,559,764 2,263,464
Net (loss) income per limited
partnership unit ($0.10) ($0.13) ($0.03) $0.02
See accompanying notes.
4
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
SIX MONTH PERIOD ENDED
JUNE 30, 1996
(Unaudited)
Limited Partners General
Units Amount Partner Total
Balance December 31, 1995 6,269,013 $50,599,712 ($23,675) $50,576,037
Capital contributions 3,062,929 30,629,290 - 30,629,290
Less selling commissions to affiliates (2,909,783) - (2,909,783)
Other syndication costs to affiliates (1,528,172) - (1,528,172)
Distributions to partners (3,578,392) (5,501) (3,583,893)
Net loss (753,578) (7,612) (761,190)
================= ================ ================== =================
Balance June 30, 1996 9,331,942 $72,459,077 ($36,788) $72,422,289
================= ================ ================== =================
See accompanying notes.
5
ATEL CASH DISTRIBUTION FUND VI, L.P.
STATEMENT OF CASH FLOWS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1996 AND 1995
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
Operating activities:
Net (loss) income ($761,190) ($207,431) ($267,823) $49,775
Adjustments to reconcile net (loss) income
to net cash provided by operations
Depreciation and amortization 7,438,946 1,188,982 4,136,863 678,816
Gain on sales of assets (9,380) (1,429) (3,856) -
Provision for losses 96,599 17,548 55,885 9,838
Changes in operating assets and liabilities:
Accounts receivable (684,467) (703,363) (1,567,815) (386,076)
Accounts payable, general partner (50,540) 217,969 136,873 123,904
Accounts payable, other 86,597 24,389 (91,853) 14,161
Accrued interest expense 69,514 - 264,681 -
Unearned lease income (87,367) 281,336 (209,381) 252,479
----------------- ---------------- ------------------ -----------------
Net cash provided by operating activities 6,098,712 818,001 2,453,574 742,897
----------------- ---------------- ------------------ -----------------
Investing activities:
Purchase of equipment on operating leases (54,863,984) (26,655,011) (21,121,597) (12,645,175)
Purchase of equipment on direct financing
leases (109,416) (893,452) (109,416) (868,422)
Purchase of residual interests (335,140) - - -
Proceeds from sales of assets 103,247 31,531 27,322 -
Reduction in net investment in direct
financing leases 236,138 34,748 119,271 34,748
Payments of initial direct costs to General
Partner (1,551,040) (896,720) (484,872) (440,587)
----------------- ---------------- ------------------ -----------------
Net cash used in investing activities (56,520,195) (28,378,904) (21,569,292) (13,919,436)
----------------- ---------------- ------------------ -----------------
6
. ATEL CASH DISTRIBUTION FUND Vi, L.P.
STATEMENTS OF CASH FLOWS
(Continued)
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 1996 AND 1995
(Unaudited)
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
Financing activities:
Borrowings on line of credit 39,479,380 14,419,698 13,205,207 2,469,197
Repayment of line of credit (50,496,822) (11,950,501) (28,180,813) (2,300,501)
Proceeds of long-term non-recourse debt 39,734,152 - 22,013,703 -
Repayment of long-term non-recourse debt (728,003) - (492,886) -
Unadmitted subscriptions for Limited Partnership
Units - - - (808,930)
Capital contributions contributed 30,629,290 31,338,370 15,790,010 16,022,430
Payment of syndication costs to General
Partner (4,437,955) (4,229,770) (2,786,391) (2,077,604)
Distributions to partners (3,583,893) (476,775) (1,979,731) (406,463)
----------------- ---------------- ------------------ -----------------
Net cash from financing activities 50,596,149 29,101,022 17,569,099 12,898,129
----------------- ---------------- ------------------ -----------------
Net increase (decrease) in cash and
cash equivalents 174,666 1,540,119 (1,546,619) (278,410)
Cash at beginning of period 2,074,913 600 3,796,198 1,819,129
================= ================ ================== =================
Cash at end of period $2,249,579 $1,540,719 $2,249,579 $1,540,719
================= ================ ================== =================
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest $1,850,401 $405,929 $1,082,769 $44,289
================= ================ ================== =================
See accompanying notes.
7
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(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. Contributions in
the amount of $600 were received as of July 21, 1994, $100 of which represented
the General Partner's (ATEL Financial Corporation's) continuing interest, and
$500 of which represented the Initial Limited Partners' capital investment.
As of December 31, 1994, the Fund had not commenced operations other than those
relating to organizational matters. The Fund, or the General Partner on behalf
of the Fund, will incur costs in connection with the organization, registration
and issuance of the Limited Partnership Units (Units). The amount of such costs
to be borne by the Fund is limited by certain provisions of the Partnership
Agreement. Operations commenced January 3, 1995.
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.
8
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
3. Investment in leases:
The Partnership's investment in leases consists of the following:
Depreciation
Expense or Reclass-
December 31, Amortization ifications & June 30,
1995 Additions of Leases Dispositions 1996
---- --------- --------- - ------------- ----
Net investment in operating
leases $87,360,104 $49,687,478 ($6,986,255) ($619,242) $129,442,085
Net investment in direct
financing leases 2,765,945 109,416 (236,138) - 2,639,223
Net investment in leveraged
Assets held for sale or lease 45,160 - (16,571) 525,375 553,964
Residual interests - 335,140 - - 335,140
Reserve for losses (64,892) (96,599) - - (161,491)
Initial direct costs, net of
accumulated amortization
of $647,2875 in 1996 and
$213,267 in 1995 2,695,712 1,551,040 (436,120) - 3,810,632
-------------------- ------------------ ---------------- ------------------ -----------------
$92,802,029 $51,586,475 ($7,675,084) ($93,867) $136,619,553
==================== ================== ================ ================== =================
Property on operating leases consists of the following:
Acquisitions & Balance
December 31, Dispositions June 30,
1995 1st Quarter 2nd Quarter 1996
---- ----------- ----------- ----
Transportation $58,140,854 $28,160,856 ($554,553) $85,747,157
Construction 14,741,280 1,849,333 9,446,702 26,037,315
Materials handling 12,919,801 2,546,032 2,565,397 18,031,230
Office automation 5,015,082 175,537 1,151,423 6,342,042
Manufacturing 1,298,697 317,520 3,397,538 5,013,755
----------------- ---------------- ------------------ -----------------
92,115,714 33,049,278 16,006,507 141,171,499
Less accumulated depreciation (4,755,610) (3,136,409) (3,837,395) (11,729,414)
----------------- ---------------- ------------------ -----------------
$87,360,104 $29,912,869 $12,169,112 $129,442,085
================= ================ ================== =================
All of the property on leases was acquired in 1995 and 1996.
9
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
3. Investment in leases (continued):
At June 30, 1996, the aggregate amounts of future minimum lease payments are as
follows:
Direct
Year ending Operating Financing
December 31, Leases Leases Total
1996 $11,310,571 $361,719 $11,672,290
1997 21,101,047 723,438 21,824,485
1998 18,007,187 360,544 18,367,731
1999 14,492,584 120,139 14,612,723
2000 11,612,180 60,069 11,672,249
Thereafter 26,942,486 - 26,942,486
----------------- ---------------- ------------------
$103,466,055 $1,625,909 $105,091,964
================= ================ ==================
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
6.5% to 11.186%.
Future minimum principal payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
1996 $3,053,598 $1,294,126 $4,347,724
1997 6,011,650 2,387,286 8,398,936
1998 6,199,265 1,958,948 8,158,213
1999 6,145,151 1,512,549 7,657,700
2000 5,460,707 1,092,152 6,552,859
Thereafter 12,971,959 6,364,623 19,336,582
----------------- ---------------- ------------------
$39,842,330 $14,609,684 $54,452,014
================= ================ ==================
10
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
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 as follows:
1996 1995
---- ----
Selling commissions (equal to 9.5% of the
selling price of the Limited Partnership
units, deducted from Limited Partners'
capital) $2,909,783 $2,977,145
Reimbursement of other syndication costs 1,528,172 1,252,625
Acquisition fees equal to 3.25% of the
equipment purchase price, for evaluating
and selecting equipment to be acquired
(not to exceed approximately 4.75% of
Gross Proceeds, included in property on
operating leases). (Effective July 1,
1995 these percentages have been reduced
to 3.0% and 4.5%, respectively.) 1,551,040 896,720
Reimbursement of administrative costs 280,394 189,232
Incentive management fees (computed as
4% of distributions of cash from
operations, as defined in the Limited
Partnership Agreement) and equipment
management fees (computed as 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). (Effective
July 1, 1995 these percentages have been
amended to 3.25%, 3.5% and 2%, respectively.) 421,628 95,577
------------------ -----------------
$6,691,017 $5,411,299
================== =================
11
ATEL CASH DISTRIBUTION FUND VI, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
6. Partner's capital:
As of June 30, 1996, 9,331,942 Units ($93,319,420) were issued and outstanding.
The Fund's registration statement with the Securities and Exchange Commission
became effective November 23, 1994. 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.
6. Line of credit:
The Partnership participates with ATEL and certain of its Affiliates in a
$70,000,000 revolving line of credit with a financial institution that includes
certain financial covenants. The line of credit expires on July 18, 1997.
The current line of credit, when used, is collateralized by (i) specific lease
assets assigned or (ii) all lease receivables and other lease related proceeds
owned by the Partnership, all equipment subject to leases and related insurance
policies and maintenance contracts owned by the Partnership and all deposit
accounts with the lender and all cash on deposit.
7. Commitments:
As of June 30, 1996, the Partnership had outstanding commitments to purchase
lease equipment totaling approximately $56,234,000.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
During the first and second quarters of 1996, the Partnership's primary
activities were raising funds through its offering of Limited Partnership Units
(Units) and engaging in equipment leasing activities. Through June 30, 1996, the
Partnership had received and accepted subscriptions for 9,331,942 Units
($93,319,420) all of which were issued and outstanding.
During the funding period, the Partnership's primary source of liquidity is
subscription proceeds from the public offering of Units. 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 $70,000,000 revolving line of credit with a financial
institution. The line of credit expires on July 18, 1997.
The line of credit, when used by the Partnership, is collateralized by (i) all
lease receivables and other leases related proceeds owned by the Partnership,
(ii) all equipment subject to leases and related insurance policies and
maintenance contracts owned by the Partnership and (iii) all deposit accounts
and all cash on deposit. Borrowings of the General Partner and/or other
partnerships are not secured by the assets of the Partnership.
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, 1996, the Partnership had borrowed $40,677,688 with a remaining
unpaid balance of $39,842,330. 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. Such commitments totaled approximately
$56,234,000 as of June 30, 1996.
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.
13
During the first and second quarters of 1996 and 1995, the Partnership's primary
sources of liquidity were from financing activities and consisted of the
proceeds of its offering of Units, proceeds of non-recourse debt (1996 only) and
funds borrowed on the line of credit.
Cash from operating activities was almost entirely from operating lease rents in
both 1995 and 1996.
Proceeds from the sales of assets and direct finance lease rents were the only
investing sources of cash and were not significant compared to financing sources
of cash flows.
Results of operations
Operations resulted in a net loss of $761,190 for the six months ended June 30,
1996 and a net loss of $267,823 for the three month period then ended.
Operations resulted in a net loss of $207,431 for the six months ended June 30,
1995 and net income of $49,775 for the three month period then ended. The
Partnership's primary source of revenues is from operating leases. This is
expected to remain true in future periods although the amounts are expected to
increase as a result of additional equipment acquisitions. Depreciation expense
is the single largest expense of the Partnership and is expected to remain so in
future periods although at a higher amount. Equipment management fees are based
on the Partnership's rental revenues and are expected to increase in relation to
expected increases in the Partnership's revenues from leases. Incentive
management fees are based on the levels of distributions to limited partners. As
the effective distribution rate increases and as the number of units outstanding
increases (as a result of the continuing offering of such units), the incentive
management fee is expected to increase. Interest expense is related to the
borrowings under the line of credit and non-recourse debt.
As of June 30, 1996, the Partnership's offering of Units of Limited Partnership
interest was continuing. Significant amounts of asset acquisitions and debt
financing were also taking place. Because of these factors, the results of
operations in 1996 are not comparable to 1995 and are not expected to be
comparable to future periods.
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable.
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, 1996 and December 31, 1995.
Statements of operations for the six and three month
periods ended June 30, 1996 and 1995.
Statement of changes in partners' capital for the six
month period ended June 30, 1996.
Statements of cash flows for the six and three month
periods ended June 30, 1996 and 1995.
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
15
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 13, 1996
ATEL CASH DISTRIBUTION FUND VI, L.P.
(Registrant)
By: ATEL Financial Corporation
General Partner of Registrant
By: /s/ A. J. BATT
----------------------------------
A. J. Batt
President and Chief Executive Officer
of General Partner
By: /s/ DEAN L. CASH
----------------------------------
Dean L. Cash
Executive Vice President
of General Partner
By: /s/ F. RANDALL BIGONY
----------------------------------------------
F. Randall Bigony
Principal financial officer
of registrant
By: /s/ DONALD E. CARPENTER
----------------------------------------------
Donald E. Carpenter
Principal accounting
officer of registrant
16