Form 10K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Annual report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934 (fee required)
For the Year Ended December 31, 1998
OR
|_| Transition report pursuant to section 13 or 15(d)
of the Securities Exchange Act of 1934 (no fee
required) For the transition period from ____ to
____
Commission File number 333-62477
ATEL Capital Equipment Fund VIII, LLC
California 94-3307404
(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
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
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 |_| No |X|
State the aggregate market value of voting stock held by non-affiliates of the
registrant.
Inapplicable
DOCUMENTS INCORPORATED BY REFERENCE
Prospectus dated December 7, 1998, filed pursuant to Rule 424(b) (Commission
File No. 33-62477) is hereby incorporated by reference into Part IV hereof.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|
Index to Exhibits on Page 20
PART I
Item 1: BUSINESS
General Development of Business
ATEL Capital Equipment Fund VIII, LLC (the Company), was formed under the laws
of the State of California in July 1998. The Company was formed for the purpose
of acquiring equipment to engage in equipment leasing and sales activities. The
Managing Member of the Company is ATEL Financial Corporation (ATEL), a
California corporation.
The Company is conducting a public offering of 15,000,000 of Limited Liability
Company Units (Units), at a price of $10 per Unit. As of December 31, 1998, the
Company had received subscriptions for 77,900 ($779,000) Units in addition to
the Initial Members' Units. No Units, in addition to the Initial Members' Units,
were issued or outstanding as of December 31, 1998. At December 31, 1998, all of
the subscriptions received were held in escrow. On January 13, 1999,
subscriptions for the minimum number of Units (120,000, $1,200,000) had been
received and ATEL requested that the subscriptions, except those received from
Pennsylvania investors (7,500 Units, $75,000), be released to the Company. On
that date, the Company commenced operations in its primary business (leasing
activities). As of February 18, 1999, the Company had received subscriptions for
775,777 Units ($7,757,770) and ATEL requested that the remaining funds in escrow
(from Pennsylvania investors) be released to the Company.
The Company's principal objectives are to invest in a diversified portfolio of
equipment which will (i) preserve, protect and return the Company's invested
capital; (ii) generate 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, ending 72 months after the end of the year in which the
Final Closing occurs and (iii) provide additional distributions following the
reinvestment period and until all equipment has been sold. The Company is
governed by its Limited Liability Company Operating Agreement (Operating
Agreement).
Narrative Description of Business
The Company has acquired and intends to acquire various types of equipment and
to lease such equipment pursuant to "Operating" leases and "High Payout" leases,
where "Operating" leases are defined as being leases in which the minimum lease
payments during the initial lease term do not recover the full cost of the
equipment and "High Payout" leases recover at least 90% of such cost. It is the
intention of ATEL that a majority of the aggregate purchase price of equipment
will represent equipment leased under "High Payout" leases upon final investment
of the Net Proceeds of the Offering and that no more than 20% of the aggregate
purchase price of equipment will be invested in equipment acquired from a single
manufacturer.
The Company will only purchase equipment for which a lease exists or for which a
lease will be entered into at the time of the purchase.
As of February 28, 1999, the Company had purchased equipment with a total
acquisition price of $4,039,115.
The Company's objective is to lease a minimum of 75% of the equipment acquired
with the net proceeds of the offering to lessees which (i) have an aggregate
credit rating by Moody's Investor service, Inc. of Baa or better, or the credit
equivalent as determined by ATEL, with the aggregate rating weighted to account
for the original equipment cost for each item leased; or (ii) are established
hospitals with histories of profitability or municipalities. The balance of the
original equipment portfolio may include equipment leased to lessees which,
although deemed creditworthy by the Managing Member, would not satisfy the
general credit rating criteria for the portfolio.
The equipment leasing industry is highly competitive. Equipment manufacturers,
corporations, partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms which vary widely depending on the
lease term and type of equipment. The ability of the Company to keep the
equipment leased and/or operating and the terms of the acquisitions, leases and
dispositions of equipment depends on various factors (many of which are not in
the control of ATEL or the Company), such as general economic conditions,
including the effects of inflation or recession, and fluctuations in supply and
demand for various types of equipment resulting from, among other things,
technological and economic obsolescence.
ATEL will seek to limit the amount invested in equipment to any single lessee to
not more than 20% of the aggregate purchase price of equipment owned at any time
during the reinvestment period.
The business of the Company is not seasonal.
The Company has no full time employees.
Item 2. PROPERTIES
The Company does not own or lease any real property, plant or materially
important physical properties other than the equipment held for lease as set
forth in Item 1.
Item 3. LEGAL PROCEEDINGS
Inapplicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
PART II
Item 5. MARKET FOR REGISTRANT'S LIMITED LIABILITY COMPANY UNITS
AND RELATED MATTERS
Market Information
The Units are transferable subject to restrictions on transfers which have been
imposed under the securities laws of certain states. However, as a result of
such restrictions, the size of the Company and its investment objectives, to the
ATEL's knowledge, no established public secondary trading market has developed
and it is unlikely that a public trading market will develop in the future.
Holders
As of December 31, 1998, a total of two investors (the Initial Members) were
record holders of Units in the Company.
Dividends
The Company does not make dividend distributions. However, the Members of the
Company are entitled to certain distributions as provided under the Operating
Agreement.
ATEL shall have sole discretion in determining the amount of distributions;
provided, however, that the Managing Member will not reinvest in equipment, but
will distribute, subject to payment of any obligations of the Company, such
available cash from operations and cash from sales or refinancing as may be
necessary to cause total distributions to the Members for each year during the
reinvestment period to equal an as yet to be determined amount between $0.80 and
$1.00 per Unit.
Information provided pursuant to ss. 228.701 (Item 701(f)) (formerly included in
Form SR):
(1) Effective date of the offering: December 7,
1998; File Number: 333-62477 (2) Offering
commenced: December 7, 1998 (3) The offering did
not terminate before any securities were sold. (4)
The offering has not been terminated prior to the
sale of all of the securities. (5) The managing
underwriter is ATEL Securities Corporation. (6) The
title of the registered class of securities is
"Limited Liability Company Units" (7) Aggregate
amount and offering price of securities registered
and sold as of February 28, 1999.
Aggregate Aggregate
price of price of
offering offering
Amount amount Amount amount
Title of Security Registered registered sold sold
Limited Liability Company
Units 15,000,000 $ 150,000,000 966,081 $9,660,810
(8) Costs incurred for the issuers account in
connection with the issuance and distribution of
the securities registered for each category listed
below:
Direct or indirect payments to
directors, officers, managing
member of the issuer or their
associates; to persons owning
ten percent or more of any Direct or
class of equity securities of indirect
the issuer; and to affiliates of payments to
the issuer others Total
Underwriting discounts and
commissions $ 122,525 $ 795,252 $ 917,777
Other expenses - 531,345 531,345
-------------- -------------- --------------
Total expenses $ 122,525 $1,326,597 $1,449,122
============== ============== ==============
(9) Net offering proceeds to the issuer after the total expenses in item 8: $8,211,688
(10) The amount of net offering proceeds to the
issuer used for each of the purposes listed
below:
Direct or indirect payments
to directors, officers, general
partners of the issuer or their
associates; to persons
owning ten percent or more Direct or
of any class of equity indirect
securities of the issuer; and payments to
to affiliates of the issuer others Total
Purchase and installation of
machinery and equipment $ - $8,163,384 $8,163,384
Working capital - 48,304 48,304
-------------- -------------- --------------
$ - $8,211,688 $8,211,688
============== ============== ==============
(11) The use of the proceeds in Item 10 does not
represent a material change in the uses of
proceeds described in the prospectus.
Item 6. SELECTED FINANCIAL DATA
The following table presents selected financial data of the Company at December
31, 1998. This financial data should be read in conjunction with the financial
statements and related notes included under Item 8 of this report.
Weighted average Units outstanding 50
Total Assets $ 600
Total Long-term Non-recourse Debt None
Total Members' Capital $ 600
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
The Company commenced its offering on December 7, 1998. As of December 31, 1998,
all of the proceeds of the offering were held by the escrow agent. During the
funding period and until the Company's initial portfolio of equipment has been
purchased, funds which have been received, but which have not yet been invested
in leased equipment, are invested in interest-bearing accounts or
high-quality/short-term commercial paper. The Company's public offering provides
for a total maximum capitalization of $150,000,000.
During the funding period, the Company's primary source of liquidity is
subscription proceeds from the public offering of Units. The liquidity of the
Company will vary in the future, increasing to the extent cash flows from leases
and proceeds of asset sales exceed expenses, and decreasing as lease assets are
acquired, as distributions are made to the limited partners and to the extent
expenses exceed cash flows from leases and proceeds from asset sales.
As another source of liquidity, the Company is expected to have contractual
obligations with a diversified group of lessees for fixed lease terms at fixed
rental amounts. As the initial lease terms expire, the Company will re-lease or
sell the equipment. The future liquidity beyond the contractual minimum rentals
will depend on ATEL's success in re-leasing or selling the equipment as it comes
off lease.
The Company participates with ATEL and certain of its affiliates in a
$90,000,000 revolving line of credit with a financial institution that includes
certain financial covenants. The line of credit expires on January 31, 2000. As
of December 31, 1998, ATEL and certain of its affiliates have borrowed
$51,011,790 under the warehouse facility (included in the $90,000,000 line of
credit) and used the proceeds to purchase assets under lease to several lessees.
At such time as any of these assets are transferred to the Company, any related
borrowings would be assumed by the Company. At December 31, 1998, $13,070,344
was available under the line of credit.
ATEL or an Affiliate may purchase equipment in its own name, the name of an
Affiliate or the name of a nominee, a trust or otherwise and hold title thereto
on a temporary or interim basis (generally not in excess of six months) for the
purpose of facilitating the acquisition of such equipment or the completion of
manufacture of the equipment or for any other purpose related to the business of
the Company, provided, however that: (i) the transaction is in the best interest
of the Company; (ii) such equipment is purchased by the Company for a purchase
price no greater than the cost of such equipment to ATEL or Affiliate (including
any out-of-pocket carrying costs), except for compensation permitted by the
Operating Agreement; (iii) there is no difference in interest terms of the loans
secured by the equipment at the time acquired by ATEL or Affiliate and the time
acquired by the Company; (iv) there is no benefit arising out of such
transaction to ATEL or its Affiliate apart from the compensation otherwise
permitted by the Operating Agreement; and (v) all income generated by, and all
expenses associated with, equipment so acquired shall be treated as belonging to
the Company.
The Company currently has available adequate reserves to meet its immediate cash
requirements, but in the event those reserves were found to be inadequate, the
Company would likely be in a position to borrow against its current portfolio to
meet such requirements. ATEL envisions no such requirements for operating
purposes.
ATEL expects that aggregate borrowings in the future will be approximately 50%
of aggregate equipment cost. In any event, the Operating Agreement limits such
borrowings to 50% of the total cost of equipment, in aggregate.
The Company commenced regular distributions, based on cash flows from
operations, beginning with the month of January 1999. The distribution was made
in February 1999.
If inflation in the general economy becomes significant, it may affect the
Company inasmuch as the residual (resale) values and rates on re-leases of the
Company's leased assets may increase as the costs of similar assets increase.
However, the Company'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 Company 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.
Results of Operations
As of January 13, 1999, subscriptions for the minimum amount of the offering
($1,200,000) had been received and accepted by the Company. As of that date, the
Company commenced operations in its primary business (leasing activities). There
were no operations in 1998. Because of the timing of the commencement of
operations and the fact that the initial portfolio acquisitions have not been
completed, the results of operations in 1999 are not expected to be comparable
to future periods. After the Company's public offering and its initial asset
acquisition stage terminate, the results of operations are expected to change
significantly.
Substantially all employees of ATEL track time incurred in performing
administrative services on behalf of the Company. ATEL believes that the costs
reimbursed are the lower of (i) actual costs incurred on behalf of the Company
or (ii) the amount the Company would be required to pay independent parties for
comparable administrative services in the same geographic location.
Impact of the Year 2000
The year 2000 issue is the result of certain computer programs being written
using two digits rather than four to define the applicable year. As a result,
these programs are not designed to make the transition to the year 2000. This
computer software problem is commonly referred to as the "year 2000" (or "Y2K")
issue. Computer programs with date-sensitive applications may, if not modified,
fail or miscalculate dates, causing system failures, the inability to process
transactions or other disruptions of operations.
ATEL uses, and on behalf of the Company uses, primarily third party software and
is communicating with key software vendors to ensure that the systems used by
ATEL and the Company are not impaired by the year 2000 issue. Currently, all of
ATEL's critical software systems are believed by ATEL to be Y2K compliant except
one. Compliance of this final system is expected to be obtained in the first
quarter of 1999. Based on discussions with the Manager's third party software
vendor, ATEL believes that any cost to be incurred by the Company to bring this
system into compliance will not be material. ATEL's third party software vendor
for the system in question has indicated that it expects the cost of compliance
to be included in the annual upgrade and maintenance cost for the software
system, and that the total incremental amount of such cost is expected to be
minimal. Any such cost would be allocated by the Manager over the seven public
funds (including the Company) under its management which use or will use the
software. This allocation would be based on the relative size of each such
program, and, given the timing of the expense and the formative stage of the
Company at the time the expense is to be incurred, its proportionate allocation
of the expected minimal cost will in itself be minimal. In no event will
offering proceeds be required to be committed to any such expenditure. If any
cost is incurred by the Company, it would be an operating expense funded out of
operating revenues.
The ultimate impact of the year 2000 issue on the Company will depend to a great
extent on the manner in which the issue is addressed by those businesses whose
operational capability is important to the Company. Failure of these businesses
to be Y2K compliant may impact credit quality or cause a delay in payments made
to the Company. ATEL has contacted those businesses with which it currently has
material relationships in order to request verification of Y2K compliance. The
Manager believes that each of those entities will have a material self interest
in resolving any year 2000 issue affecting its own operations.
Equipment to be purchased by the Company may include technology subject to the
year 2000 issue. Potential year 2000 issues will be among the many factors
considered by ATEL and its affiliates in analyzing and pricing lease
transactions for acquisition by the Company. The lessees of the equipment will
select such equipment and may be expected to consider year 2000 issues
themselves in determining the suitability of the equipment for the lessee's use.
Most equipment is expected to be subject to fixed term, non-cancelable, triple
net leases. In addition, new equipment may be covered by manufacturer's
warranties. As a result of such triple net provisions and warranties, repairs or
modifications necessary to correct year 2000 issues will most likely be the
responsibility of the manufacturers or the lessees, and the Company's rights to
lease payments as a triple net lessor will not be affected by any functional
issues affecting the equipment. It is expected that the lease terms for such
equipment will extend well beyond the year 2000.
As a result of the year 2000 issue, the Company may experience increased costs
resulting from delayed payments from lessees, the costs associated with the
collection of those payments, or costs associated with manual processing efforts
in the event of a Y2K related system failure. In any event, ATEL does not expect
these increased costs to be significant or that such costs will have any
material adverse effect on the operations of the Company. Nevertheless, the
impact of year 2000 issues cannot be predicted with certainty and the Company
may be affected both by the impact these issues have on parties with which it
has direct contractual and other relationships as well as by their impact on
financial institutions and the national and international economy as a whole.
Accordingly, there can be no assurance that year 2000 issues might not have some
adverse impact on the operating results experienced by the Company.
Item 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Company, like most other companies, is exposed to certain market risks,
including primarily changes in interest rates. The Company believes its exposure
to other market risks including foreign currency exchange rate risk, commodity
risk and equity price risk will be insignificant to both its financial position
and results of operations.
In general, the Company expects to manage its exposure to interest rate risk by
obtaining fixed rate debt which is coterminous with the Company's fixed rate
lease receivables. Furthermore, the Company expects to maintain a stable spread
between its cost of funds and lease yields in both periods of rising and falling
rates. Nevertheless, the Company expects to fund leases with its floating rate
line of credit and will therefore exposed to interest rate risk until fixed rate
financing is arranged. As of December 31, 1998, the Company had no outstanding
balances on the floating rate line of credit.
To hedge its interest rate risk related to any outstanding variable rate debt,
the Company may enter into interest rate swaps. As of December 31, 1998, no
swaps or other derivative financial instruments were held by the Company. The
Company does not hold or issue derivative financial instruments for speculative
purposes.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Report of Independent Auditors, Financial Statements and Notes to
Financial Statements attached hereto at pages 9 through 12.
REPORT OF INDEPENDENT AUDITORS
The Members
ATEL Capital Equipment Fund VIII, LLC
We have audited the accompanying balance sheet of ATEL Capital Equipment Fund
VIII, LLC as of December 31, 1998, and the related statements of changes in
members' capital and cash flows for the period from July 31, 1998 (inception)
through December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ATEL Capital Equipment Fund
VIII, LLC at December 31, 1998, and its changes in members' capital and cash
flows for the period from July 31, 1998 (inception) through December 31, 1998,
in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
San Francisco, California
January 25, 1999
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
(A Development Stage Enterprise)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $ 600
==============
LIABILITIES AND MEMBERS' CAPITAL
Members' capital:
Managing Member $ 100
Initial Members 500
--------------
Total members' capital $ 600
==============
STATEMENT OF CHANGES IN MEMBERS' CAPITAL
FOR THE PERIOD FROM JULY 31, 1998 (INCEPTION)
THROUGH DECEMBER 31, 1998
Initial Members Managing
Units Amount Member Total
Capital contributions 50 $ 500 $ 100 $ 600
============== ============= ============== ===========
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JULY 31, 1998 (INCEPTION)
THROUGH DECEMBER 31, 1998
Financing activities:
Capital contributions received $ 600
--------------
Net increase in cash 600
--------------
Cash at end of period $ 600
==============
See accompanying notes.
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. Organization and Limited Liability Company matters:
ATEL Capital Equipment Fund VIII, LLC (a development stage enterprise)(the
Company), was formed under the laws of the State of California on July 31, 1998,
for the purpose of acquiring equipment to engage in equipment leasing and sales
activities. The Company shall continue until December 31, 2019. The Managing
Member of the Company is ATEL Financial Corporation (ATEL), a California
corporation. Contributions in the amount of $600 had been received as of
December 31, 1998, $100 of which represented the Managing Member's (ATEL
Financial Corporation's) (ATEL's) continuing interest, and $500 of which
represented the Initial Members' capital investment. Each Member's personal
liability for obligations of the Company generally will be limited to the amount
of their respective contributions and rights to undistributed profits and assets
of the Company.
As of December 31, 1998, the Company had not commenced operations other than
those relating to organizational matters. The Company, or ATEL on behalf of the
Company, will incur costs in connection with the organization, registration and
issuance of the Limited Liability Company Units (Units). The amount of such
costs to be borne by the Company is limited by certain provisions of the Limited
Liability Company Operating Agreement (Operating Agreement).
2. Income taxes:
The Company does not provide for income taxes since all income and losses are
the liability of the individual members and are allocated to the members for
inclusion in their individual tax returns.
3. Members' capital:
As of December 31, 1998, 50 Units were issued and outstanding. The Company is
authorized to issue up to 15,000,000 additional Units.
The Company Net Income, Net Losses, and Distributions are to be allocated 92.5%
to the Members and 7.5% to ATEL.
4. Commitments and management:
The terms of the Operating Agreement provide that ATEL and/or affiliates are
entitled to receive certain fees, in addition the allocations described above,
which are more fully described in Section 8 of the Operating Agreement. The
additional fees to management include fees for equipment management and resale.
ATEL or an Affiliate may purchase equipment in its own name, the name of an
Affiliate or the name of a nominee, a trust or otherwise and hold title thereto
on a temporary or interim basis (generally not in excess of six months) for the
purpose of facilitating the acquisition of such equipment or the completion of
manufacture of the equipment or for any other purpose related to the business of
the Company, provided, however that: (i) the transaction is in the best interest
of the Company; (ii) such equipment is purchased by the Company for a purchase
price no greater than the cost of such equipment to the Managing Member or
Affiliate (including any out-of-pocket carrying costs), except for compensation
permitted by the Operating Agreement; (iii) there is no difference in interest
terms of the loans secured by the equipment at the time acquired by ATEL or
Affiliate and the time acquired by the Company; (iv) there is no benefit arising
out of such transaction to ATEL or its Affiliate apart from the compensation
otherwise permitted by the Operating Agreement; and (v) all income generated by,
and all expenses associated with, equipment so acquired shall be treated as
belonging to the Company.
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
5. Line of credit:
The Company participates with ATEL and certain of its Affiliates in a
$90,000,000 revolving credit agreement with a group of financial institutions
which expires on January 31, 2000. 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 Company and the Managing Member.
The credit agreement includes certain financial covenants applicable to each
borrower. The Company was in compliance with its covenants as of December 31,
1998. At December 31, 1998, $13,070,344 was available under this agreement.
6. Subsequent events:
As of February 28, 1999, the Company had received and accepted subscriptions for
966,081 Units ($9,660,810), in addition to the Units issued to the Initial
Members. As of that date, the Company had purchased assets with total cost of
$4,039,115.
Item 9. CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
Inapplicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
The registrant is a Limited Liability Company and, therefore, has no officers or
directors.
All of the outstanding capital stock of ATEL Financial Corporation (the Managing
Member) is held by ATEL Capital Group ("ACG"), a holding company formed to
control ATEL and affiliated companies pursuant to a corporate restructuring
completed in July 1994. The outstanding capital stock of ATEL Capital Group is
owned 75% by A. J. Batt and 25% by Dean Cash, and was obtained in the
restructuring in exchange for their capital interests in ATEL Financial
Corporation.
Each of ATEL Leasing Corporation ("ALC"), ATEL Equipment Corporation ("AEC"),
ATEL Investor services ("AIS") and ATEL Financial Corporation ("AFC") is a
wholly-owned subsidiary of ATEL Capital Group and performs services for the
Company. Acquisition services are performed for the Company by ALC, equipment
management, lease administration and asset disposition service are performed by
AEC, investor relations and communications service are performed by AIS and
general administrative service for the Company are performed by AFC. ATEL
Securities Corporation ("ASC"), is a wholly-owned subsidiary of ATEL Financial
Corporation.
The officers and directors of ATEL Capital Group, ATEL Financial Corporation and
their affiliates are as follows:
A. J. Batt Chairman of the Board of Directors of ACG, AFC,
ALC, AEC, AIS and ASC; President and Chief
Executive Officer of ACG, AFC and AEC
Dean L. Cash Director, Executive Vice President and Chief
Operating Officer of ACG, AFC, and AEC; Director,
President and Chief Executive Officer of ALC, AIS
and ASC
Donald E. Carpenter Vice President and Controller of ACG, AFC, ALC, AEC
and AIS; Chief Financial Officer of ASC
Vasco H. Morais Senior Vice President, Secretary and General
Counsel for ACG, AFC, ALC, AIS and AEC
William J. Bullock Director of Asset Management of AEC
Carl W. Magnuson Vice President - Syndication of ALC
Barbara F. Medwadowski Vice President - Syndication of ALC
James A. Kamradt Director of Pricing and Syndication of ALC
Thomas D. Sbordone Senior Vice President - Marketing of ALC
Russell H. Wilder Vice President - Credit of AEC
John P. Scarcella Vice President of ASC
A. J. Batt, age 62, founded ATEL in 1977 and has been its president and chairman
of the board of directors since its inception. From 1973 to 1977, he was
employed by GATX Leasing Corporation as manager-data processing and equity
placement for the lease underwriting department, which was involved in equipment
financing for major corporations. From 1967 to 1973 Mr. Batt was a senior
technical representative for General Electric Corporation, involved in sales and
support services for computer time-sharing applications for corporations and
financial institutions. Prior to that time, he was employed by North American
Aviation as an engineer involved in the Apollo project. Mr. Batt received a
B.Sc. degree with honors in mathematics and physics from the University of
British Columbia in 1961.
Dean L. Cash, age 48, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981, executive vice president since 1983 and a director
since 1984. Prior to joining ATEL, Mr. Cash was a senior marketing
representative for Martin Marietta Corporation, data systems division, from 1979
to 1980. From 1977 to 1979, he was employed by General Electric Corporation,
where he was an applications specialist in the medical systems division and a
marketing representative in the information services division. Mr. Cash was a
systems engineer with Electronic Data Systems from 1975 to 1977, and was
involved in maintaining and developing software for commercial applications. Mr.
Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A.
degree with a concentration in finance in 1975 from Florida State University.
Mr. Cash is an arbitrator with the American Arbitration Association.
Donald E. Carpenter, age 50, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath, certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983, Mr. Carpenter was an audit senior with Deloitte, Haskins & Sells,
certified public accountants, in San Jose, California. From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter received a
B.S. degree in mathematics (magna cum laude) from California State University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.
Vasco H. Morais, age 40, joined ATEL in 1989 as general counsel to provide legal
support in the drafting and reviewing of lease documentation, advising on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989, Mr. Morais was employed by the BankAmeriLease Companies, Bank of
America's equipment leasing subsidiaries, providing in-house legal support on
the documentation of tax-oriented and non-tax oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease Companies, Mr. Morais was with the Consolidated Capital
Companies in the Corporate and Securities Legal Department involved in drafting
and reviewing contracts, advising on corporate law matters and securities law
issues. Mr. Morais received a B.A. degree in 1982 from the University of
California in Berkeley, a J.D. degree in 1986 from Golden Gate University Law
School and an MBA (Finance) in 1997 from Golden Gate University. Mr. Morais has
been an active member of the State Bar of California since 1986.
William J. Bullock, age 35, joined ATEL in 1991, as the director of asset
management. He assumed responsibility for the disposition of off-lease equipment
and residual valuation analysis on new lease transactions. Prior to joining
ATEL, Mr. Bullock was a senior member of the equipment group at McDonnell
Douglas Finance Corporation ("MDFC") responsible for managing its $4 billion
portfolio of leases. Mr. Bullock was involved in negotiating sales and renewals
as well as preparing and inspecting equipment. Prior to joining MDFC in 1989,
Mr. Bullock was the Senior Negotiator at Equitable Leasing (a subsidiary of GE
Capital Equipment Corp.) in San Diego. At Equitable, he handled the end-of-lease
negotiations and equipment dispositions of a portfolio comprised of equipment
leased primarily to Fortune 200 companies. Mr. Bullock has been a member of the
Equipment Lessors Association ("ELA") since 1987 and has authored ELA industry
articles. He received a B.S. degree in Finance in 1987 from San Diego State
University and is pursuing his M.B.A.
Carl W. Magnuson, age 55, joined ATEL in 1994 and is Vice President -
Syndication for ALC. Mr. Magnuson is responsible for acquiring third party lease
transactions and debt placement. Prior to joining ATEL he was a Regional Group
Manager and Portfolio Sales Manager for Bell Atlantic Systems Leasing for 10
years. From 1983 to 1984 he was Vice President and Chief Financial Officer of
the Handi-Kup Company, a plastics manufacturer, and from 1981 to 1982 he was
Controller for the Cyclotron Corporation, engaged in nuclear medicine research
and development. From 1978 to 1981 he was Executive Vice President of Shannon
Financial Corporation, a middle market leasing corporation. From 1975 to 1978 he
was a Deputy Program Manager for the Watkins Johnson Company. From 1968 to 1973
Mr. Magnuson was an engineering duty officer in the U. S. Navy. Mr. Magnuson
received a B.S. in Engineering Science and an M.S. in Applied Mathematics from
the Rensselaer Polytechnic Institute, an MS in Industrial Engineering/Operations
Research from Stanford University, and an M.B.A. from the University of
California at Berkeley.
Barbara F. Medwadowski, age 59, joined ATEL in 1997 and is vice president -
syndication for ALC. Ms. Medwadoski is responsible for acquiring third party
lease transactions. Prior to joining ATEL, she was a syndications manager for
Mellon US Leasing (successor to USL Capital and U.S. Leasing Corporation) for
nine years. From 1985 to 1987, she was a vice president with Great Western
Leasing where she acquired lease and loan transactions from intermediaries. From
1982 through 1984, she was a portfolio manager with U.S. Leasing Corporation.
Ms. Medwadowski received an M.B.A. degree from the University of California at
Berkeley in 1982. From 1964 through 1979, she was a senior researcher in lipids
and lipoproteins at the University of California at Berkeley. In 1964, she
earned an M.S. degree in nutrition and in 1961 a B.S. degree in child
development, each from the University of California at Berkeley
James A. Kamradt, age 37, Director of Pricing and Syndication for ALC, joined
ATEL in 1997. Mr. Kamradt is involved in the pricing of lease transactions and
the placement of debt to leverage certain transactions. From 1985 to 1997, Mr.
Kamradt managed his own private consulting business, providing underwriting and
operational services for numerous leasing companies. Prior to that, Mr. Kamradt
was the National Operations Officer for the computer leasing division of Phoenix
American; and Regional Credit Manager for Dana Commercial Credit Corporation.
Mr. Kamradt received his B.S. from Michigan Technological University's
Engineering School of Business, and his M.B.A. from Haas School of Business of
the University of California, Berkeley.
Thomas D. Sbordone, age 40, is Senior Vice President - Marketing for ALC. He
joined ATEL in 1993, as a regional vice president in the northeastern United
States. Mr. Sbordone is currently responsible for new business development
within the eastern U.S., including management of filed sales personnel and
directly interfacing with ATEL's existing and prospective clients to achieve the
company's lease investment objectives. Prior to joining ATEL, Mr. Sbordone was
employed, from 1985, by American Finance Group, a Boston-based equipment lessor.
While there, Mr. Sbordone's various responsibilities involved lease origination
of vendor finance relationships. Mr. Sbordone earned a B.S., with honors, in
finance and marketing from Northeastern University, and has attended Bentley
College Graduate School of Business.
Russell H. Wilder, age 44, joined ATEL in 1992 as Vice President of ATEL
Business Credit, a wholly-owned subsidiary of ACG. Immediately prior to joining
ATEL, Mr. Wilder was a personal property broker specializing in equipment
leasing and financing and an outside contractor in the areas of credit and
collections. From 1985 to 1990 he was Vice President and Manager of Leasing for
Fireside Thrift Co., a Teledyne subsidiary, and was responsible for all aspects
of setting up and managing the department, which operated as a small ticket
lease funding source. From 1983 to 1985 he was with Wells Fargo Leasing
Corporation as Assistant Vice President in the credit department where he
oversaw all credit analysis on transactions in excess of $2 million. From 1978
to 1983 he was District Credit Manager with Westinghouse Credit Corporation's
Industrial Group and was responsible for all non-marketing operations of various
district offices. Mr. Wilder holds a B.S. with Honors in Agricultural Economics
and Business Management from the University of California at Davis. He has been
awarded the Certified Lease Professional designation by the Western Association
of Equipment Lessors.
John P. Scarcella, age 37, joined ATEL Securities as vice president in 1992. He
is involved in the marketing of securities offered by ASC. Prior to joining ASC,
from 1987 to 1991, he was employed by Lansing Pacific Fund, a real estate
investment trust in San Mateo, California and acted as director of investor
relations. From 1984 to 1987, Mr. Scarcella acted as broker dealer
representative for Lansing Capital Corporation, where he was involved in the
marketing of direct participation programs and REITs. Mr. Scarcella received a
B.S.C. degree with emphasis in investment finance in 1983 and an M.B.A. degree
with a concentration in marketing in 1991 from Santa Clara University.
Item 11. EXECUTIVE COMPENSATION
The registrant is a Limited Liability Company and, therefore, has no officers or
directors.
Set forth hereinafter is a description of the nature of remuneration paid and to
be paid to ATEL and their affiliates. As of December 31, 1998, no amounts have
been paid to ATEL by the Company.
Selling Commissions
The Company will pay selling commissions in the amount of 9.5% of Gross
Proceeds, as defined, to ATEL Securities Corporation, an affiliate of ATEL. Of
this amount, the majority is expected to be reallowed to other broker/dealers.
Through December 31, 1998, no such commissions had been either accrued or paid
to ATEL or its affiliates.
Asset Management Fee
The Company will pay ATEL an Asset Management Fee in an amount equal to 4.5% of
Operating Revenues, which will include Gross Lease Revenues and Cash From Sales
or Refinancing. The Asset Management Fee will be paid on a monthly basis. The
amount of the Asset Management Fee payable in any year will be reduced for that
year to the extent it would otherwise exceed the Asset Management Fee Limit, as
described below. The Asset Management Fee will be paid for services rendered by
ATEL and its Affiliates in determining portfolio and investment strategies
(i.e., establishing and maintaining the composition of the Equipment portfolio
as a whole and the Company's overall debt structure) and generally managing or
supervising the management of the Equipment. ATEL will supervise performance of
among others activities, collection of lease revenues, monitoring compliance by
lessees with the lease terms, assuring that Equipment is being used in
accordance with all operative contractual arrangements, paying operating
expenses and arranging for necessary maintenance and repair of Equipment in the
event a lessee fails to do so, monitoring property, sales and use tax compliance
and preparation of operating financial data. ATEL intends to delegate all or a
portion of its duties and the Asset Management Fee to one or more of its
Affiliates who are in the business of providing such services.
Asset Management Fee Limit:
The Asset Management Fee will be subject to the Asset Management Fee Limit. The
Asset Management Fee Limit will be calculated each year during the Company's
term by calculating the total fees that would be paid to ATEL if the Managing
Member were to be compensated on the basis of an alternative fee schedule, to
include an Equipment Management Fee, Incentive Management Fee, and Equipment
Resale/Re-Leasing Fee, plus ATEL's Carried Interest, as described below. To the
extent that the amount paid to ATEL as the Asset Management Fee plus its Carried
Interest for any year would exceed the aggregate amount of fees calculated under
this alternative fee schedule for the year, the Asset Management Fee and/or
Carried Interest for that year will be reduced to equal the maximum aggregate
fees under the alternative fee schedule. To the extent any such fees are
reduced, the amount of such reduction will be accrued and deferred, and such
accrued and deferred compensation would be paid to ATEL in a subsequent period,
but only if and to the extent that such deferred compensation would be payable
within the Asset Management Fee Limit for the subsequent period. Any deferred
fees which cannot be paid under the applicable limitations in any subsequent
period through the date of liquidation would be forfeited by ATEL upon
liquidation.
Alternative Fee Schedule:
For purposes of the Asset Management Fee Limit, the Company will calculate an
alternative schedule of fees, including a hypothetical Equipment Management Fee,
Incentive Management Fee, Equipment Resale/Re- Leasing Fee, and Carried Interest
as follows:
An Equipment Management Fee will be calculated to equal the lesser of (i) 3.5%
of annual Gross Revenues from Operating Leases and 2% of annual Gross Revenues
from Full Payout Leases which contain Net Lease Provisions), or (ii) the fees
customarily charged by others rendering similar services as an ongoing public
activity in the same geographic location and for similar types of equipment. If
services with respect to certain Operating Leases are performed by nonaffiliated
persons under the active supervision of ATEL or its Affiliate, then the amount
so calculated shall be 1% of Gross Revenues from such Operating Leases.
An Incentive Management Fee will be calculated to equal 4% of Distributions of
Cash from Operations until Holders have received a return of their Original
Invested Capital plus a Priority Distribution, and, thereafter, to equal a total
of 7.5% of Distributions from all sources, including Sale or Refinancing
Proceeds. In subordinating the increase in the Incentive Management Fee to a
cumulative return of a Holder's Original Invested Capital plus a Priority
Distribution, a Holder would be deemed to have received Distributions of
Original Invested Capital only to the extent that Distributions to the Holder
exceed the amount of the Priority Distribution.
An Equipment Resale/Re-Leasing Fee will be calculated in an amount equal to the
lesser of (i) 3% of the sale price of the Equipment, or (ii) one-half the normal
competitive equipment sale commission charged by unaffiliated parties for resale
services. Such fee would apply only after the Holders have received a return of
their Original Invested Capital plus a Priority Distribution. In connection with
the releasing of Equipment to lessees other than previous lessees or their
Affiliates, the fee would be in an amount equal to the lesser of (i) the
competitive rate for comparable services for similar equipment, or (ii) 2% of
the gross rental payments derived from the re-lease of such Equipment, payable
out of each rental payment received by the Company from such re-lease.
A Carried Interest equal to 7.5% of all Distributions of Cash from Operations
and Cash from Sales or Refinancing.
Managing Member's Interest in Operating Proceeds
Net income, net loss and investment tax credits are allocated 92.5% to the
Members and 7.5% to ATEL. In 1998, there were no operations nor were there any
allocations of income or loss to either ATEL or the Members.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners
At December 31, 1998 two investors (the Initial Members) held beneficially more
than 5% of the issued and outstanding Units.
Security Ownership of Management
The shareholders of ATEL are beneficial owners of Limited Liability Company
Units as follows:
(1) (2) (3) (4)
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
Limited Liability Company Units A. J. Batt Initial Limited Liability 50.0000%
235 Pine Street, 6th Floor Company Units
San Francisco, CA 94104 25 Units ($250)
(owned by wife)
Limited Liability Company Units Dean Cash Initial Limited Liability 50.0000%
235 Pine Street, 6th Floor Company Units
San Francisco, CA 94104 25 Units ($250)
(owned by wife)
Changes in Control
The Members have the right, by vote of the Members owning more than 50% of the
outstanding Limited Liability Company Units, to remove a Managing Member.
ATEL may at any time call a meeting of the Members or a vote of the Members
without a meeting, on matters on which they are entitled to vote, and shall call
such meeting or for vote without a meeting following receipt of a written
request therefor of Limited Partners holding 10% or more of the total
outstanding Limited Liability Company Units.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The responses to Item 11 of this report under the caption Executive
Compensation, are hereby incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)Financial Statements and Schedules
1. Financial Statements
Included in Part II of this report:
Report of Independent Auditors
Balance Sheet at December 31, 1998
Statement of Changes in Members' Capital for the
period from July 31, 1998 (inception) through
December 31, 1998
Statement of Cash Flows for the period from July
31, 1998 (inception) through December 31, 1998
Notes to Financial Statements
2. Financial Statement Schedules
Allschedules 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)Reports on Form 8-K for the fourth quarter of 1998
None
(c)Exhibits
(3)and (4) Agreement of Limited Liability Company,
included as Exhibit B to Prospectus (Exhibit
28.1)
(28) Additional Exhibits
28.1 Prospectus dated December 7, 1998
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: 3/26/1999
ATEL Capital Equipment Fund VIII, LLC
(Registrant)
By: ATEL Financial Corporation,
Managing Member of Registrant
By: /s/ A. J. Batt
-----------------------------------------------
A. J. Batt,
President and Chief Executive Officer of
ATEL Financial Corporation (Managing Member)
By: /s/ Dean Cash
-----------------------------------------------
Dean Cash,
Executive vice President of ATEL
Financial Corporation (Managing Member)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the persons in the capacities and on the dates
indicated.
SIGNATURE CAPACITIES DATE
/s/ A. J. Batt President, chairman and chief executive 3/26/1999
- ------------------------ officer of ATEL Financial Corporation
A. J. Batt
/s/ Dean Cash Executive vice president and director of 3/26/1999
- ------------------------ ATEL Financial Corporation
Dean Cash
/s/ Donald E. Carpenter Principal financial officer of registrant; 3/26/1999
- ------------------------ principal financial officer of ATEL
Donald E. Carpenter Financial Corporation Principal accounting
officer of registrant; principal accounting
officer of ATEL Financial Corporation
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act:
No proxy materials have been or will be sent to security holders. An annual
report will be furnished to security holders subsequent to the filing of this
report on Form 10-K, and copies thereof will be furnished supplementally to the
Commission when forwarded to the security holders.
INDEX TO EXHIBITS
Index Number Exhibit
3 & 4 Limited Liability Company Operating Agreement,
included as Exhibit B to Prospectus
28.1 Prospectus