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 September 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 333-47196
ATEL Capital Equipment Fund IX, LLC
(Exact name of registrant as specified in its charter)
California 94-3375584
---------- ----------
(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 |_|
No |X|
DOCUMENTS INCORPORATED BY REFERENCE
None
1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
2
ATEL CAPITAL EQUIPMENT FUND IX, LLC
BALANCE SHEETS
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(Unaudited)
ASSETS
2001 2000
---- ----
Cash and cash equivalents $ 8,388,820 $ 600
Accounts receivable 860,055 -
Notes receivable 858,755 -
Investments in leases 14,596,009 -
------------------ ------------------
Total assets $24,703,639 $ 600
================== ==================
LIABILITIES AND MEMBERS' CAPITAL
Accounts payable:
Managing Member $ 61,308
Other 26,340
Unearned operating lease income 31,142
------------------
Total liabilities 118,790
Members' capital:
Managing member - $ 100
Other members 24,584,849 500
------------------ ------------------
Total members' capital 24,584,849 600
------------------ ------------------
Total liabilities and members' capital $24,703,639 $ 600
================== ==================
See accompanying notes.
3
ATEL CAPITAL EQUIPMENT FUND IX, LLC
STATEMENT OF OPERATIONS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2001
(Unaudited)
Revenues: Nine Months Three Months
----------- ------------
Leasing activities:
Operating leases $ 2,424,777 $ 1,231,350
Direct financing leases 39,494 17,497
Interest 138,036 64,844
Other 5,594 3,093
------------------ ------------------
2,607,901 1,316,784
Expenses:
Depreciation and amortization 1,487,960 908,322
Cost reimbursements to Managing Member 348,285 118,734
Interest expense 194,393 12,525
Asset management fees to Managing Member 72,467 51,576
Other 44,219 32,005
------------------ ------------------
2,147,324 1,123,162
------------------ ------------------
Net income $ 460,577 $ 193,622
================== ==================
Net income:
Managing member $ 44,658 $ 31,451
Other members 415,919 453,100
------------------ ------------------
$ 460,577 $ 193,622
================== ==================
Net incomes per Limited Liability Company Unit $ 0.26 $ 0.19
Weighted average number of Units outstanding 1,586,885 2,423,618
STATEMENT OF CHANGES IN MEMBERS' CAPITAL
NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2001
(Unaudited)
Other Members Managing
-------------
Units Amount Member Total
Balance December 31, 2000 50 $ 500 $ 100 $ 600
Capital contributions 2,895,228 28,952,280 28,952,280
Less selling commissions to affiliates (2,750,467) (2,750,467)
Other syndication costs to affiliates (1,481,368) (1,481,368)
Distributions to members (552,015) (44,758) (596,773)
Net income 415,919 44,658 460,577
------------------ ------------------ ------------------ ------------------
Balance September 30, 2001 2,895,278 $24,584,849 $ - $24,584,849
================== ================== ================== ==================
See accompanying notes.
4
ATEL CAPITAL EQUIPMENT FUND IX, LLC
STATEMENT OF CASH FLOWS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2001
(Unaudited)
Operating activities: Nine Months Three Months
----------- ------------
Net income $ 460,577 $ 193,622
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 1,487,960 908,322
Residual value income (6,593) (3,039)
Changes in operating assets and liabilities:
Accounts receivable (860,055) (114,966)
Accounts payable, Managing Member 61,308 (98,038)
Accounts payable, other 26,340 13,983
Unearned operating lease income 31,142 (194,444)
------------------ ------------------
Net cash provided by operations 1,200,679 705,440
------------------ ------------------
Investing activities:
Purchases of equipment on operating leases (14,999,668) (5,040,436)
Note receivable advances (1,000,000) -
Purchases of equipment on direct financing leases (888,568) (69,444)
Payments received on notes receivable 141,245 (32,676)
Investment in residuals (66,093) (6,946)
Payments of initial direct costs to managing member (175,300) (84,004)
Reduction of net investment in direct financing leases 52,253 25,523
------------------ ------------------
Net cash used in investing activities (16,936,131) (5,207,983)
------------------ ------------------
Financing activities:
Capital contributions received 28,952,280 10,608,460
Payment of syndication costs to managing member (4,231,835) (1,480,262)
Distributions to members (596,773) (419,348)
------------------ ------------------
Net cash provided by financing activities 24,123,672 8,708,850
------------------ ------------------
Net increase in cash and cash equivalents 8,388,220 4,206,307
Cash and cash equivalents at beginning of period 600 4,182,513
------------------ ------------------
Cash and cash equivalents at end of period $ 8,388,820 $ 8,388,820
================== ==================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 194,393 $ 12,525
================== ==================
See accompanying notes.
5
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
1. Organization and Company matters:
ATEL Capital Equipment Fund IX, LLC (the Fund) was formed under the laws of the
state of California on September 27, 2000 for the purpose of acquiring equipment
to engage in equipment leasing and sales activities. The Fund may continue until
December 31, 2019. Contributions in the amount of $600 were received as of
December 31, 2000, $100 of which represented the Managing Member's continuing
interest, and $500 of which represented the Initial Member's capital investment.
Upon the sale of the minimum amount of Units of Limited Liability Company
interest (Units) of $1,200,000 and the receipt of the proceeds thereof on
February 21, 2001, the Company commenced operations.
The Company 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.
2. Summary of significant accounting policies:
Interim financial statements:
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the managing member, 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.
Equipment on operating leases:
Equipment on operating leases is stated at cost. Depreciation is being provided
by use of the straight-line method over the terms of the related leases to the
equipment's estimated residual values at the end of the leases.
Revenues from operating leases are recognized evenly over the lives of the
related leases.
Direct financing leases:
Income from direct financing lease transactions is reported using the financing
method of accounting, in which the Company's investment in the leased property
is reported as a receivable from the lessee to be recovered through future
rentals. The income portion of each rental payment is calculated so as to
generate a constant rate of return on the net receivable outstanding.
6
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
2. Summary of significant accounting policies (continued):
Investment in leveraged leases:
Leases which are financed principally with non-recourse debt at lease inception
and which meet certain other criteria are accounted for as leveraged leases.
Leveraged lease contracts receivable are stated net of the related non-recourse
debt service (which includes unpaid principal and aggregate interest on such
debt) plus estimated residual values. Unearned income represents the excess of
anticipated cash flows (after taking into account the related debt service and
residual values) over the investment in the lease and is amortized using a
constant rate of return applied to the net investment when such investment is
positive.
Statements of cash flows:
For purposes of the Statements of Cash Flows, cash and cash equivalents includes
cash in banks and cash equivalent investments with original maturities of ninety
days or less.
Income taxes:
The Company does not provide for income taxes since all income and losses are
the liability of the individual partners and are allocated to the partners for
inclusion in their individual tax returns.
Per unit data:
Net (loss) income and distributions per unit are based upon the weighted average
number of units outstanding during the period.
Credit risk:
Financial instruments which potentially subject the Company to concentrations of
credit risk include cash and cash equivalents and accounts receivable. The
Company places its cash deposits and temporary cash investments with
creditworthy, high quality financial institutions. The concentration of such
deposits and temporary cash investments is not deemed to create a significant
risk to the Company. Accounts receivable represent amounts due from lessees in
various industries, related to equipment on operating and direct financing
leases.
Use of estimates:
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Such
estimates primarily relate to the determination of residual values at the end of
the lease term.
7
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
2. Summary of significant accounting policies (continued):
Reserve for losses and impairments:
The Company maintains a reserve on its investments in equipment and leases for
losses and impairments which are inherent in the portfolio as of the balance
sheet date. The Managing Member's evaluation of the adequacy of the allowance is
a judgmental estimate that is based on a review of individual leases, past loss
experience and other factors. While the Managing Member believes the allowance
is adequate to cover known losses, it is reasonably possible that the allowance
may change in the near term. However, such change is not expected to have a
material effect on the financial position or future operating results of the
Company. It is the Company's policy to charge off amounts which, in the opinion
of the Managing Member, are not recoverable from lessees or the disposition of
the collateral.
3. Investment in leases:
The Company's investment in leases consists of the following:
Depreciation
Expense and Balance
Amortization September 30,
Additions of Leases 2001
--------- --------- ----
Net investment in operating leases $14,999,668 $ (1,476,081) $13,523,587
Net investment in direct financing leases 888,568 (52,253) 836,315
Residual values, other 66,093 6,593 72,686
Initial direct costs 175,300 (11,879) 163,421
------------------ ------------------ ------------------
$16,129,629 $ (1,533,620) $14,596,009
================== ================== ==================
Operating leases:
Property on operating leases consists of the following:
Balance
Acquisitions, Dispositions & Reclassifications September 30,
----------------------------------------------
1st Quarter 2nd Quarter 3rd Quarter 2001
----------- ----------- ----------- ----
Mining $ 531,021 $ 7,639,357 $ 4,867,632 $ 13,038,010
Manufacturing 821,697 - - 821,697
Natural gas compressors 696,451 - - 696,451
Office furniture 236,017 - - 236,017
Materials handling - 34,689 172,804 207,493
------------------ ------------------ ------------------ ------------------
2,285,186 7,674,046 5,040,436 14,999,668
Less accumulated depreciation (40,997) (534,735) (900,349) (1,476,081)
------------------ ------------------ ------------------ ------------------
$ 2,244,189 $ 7,139,311 $ 4,140,087 $ 13,523,587
================== ================== ================== ==================
8
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
3. Investment in leases (continued):
Direct financing leases:
As of September 30, 2001, investment in direct financing leases consists office
furniture. The following lists the components of the Company's investment in
direct financing leases as of September 30, 2001:
Total minimum lease payments receivable $ 960,215
Estimated residual values of leased equipment (unguaranteed) 129,813
------------------
Investment in direct financing leases 1,090,028
Less unearned income (253,713)
------------------
Net investment in direct financing leases $ 836,315
==================
All of the property on leases was acquired in 2001.
At September 30, 2001, the aggregate amounts of future minimum lease payments
are as follows:
Direct
Operating Financing
Leases Leases Total
Three months ending December 31, 2001 $ 176,613 $ 46,254 $ 222,867
Year ending December 31, 2002 2,419,099 185,016 2,604,115
2003 2,413,055 175,780 2,588,835
2004 2,346,571 146,184 2,492,755
2005 2,346,571 146,184 2,492,755
Thereafter 2,099,769 260,797 2,360,566
------------------ ------------------ ------------------
$11,801,678 $ 960,215 $12,761,893
================== ================== ==================
4. Notes receivable:
The Company has various notes receivable from parties who have financed the
purchase of equipment through the Company. The terms of the notes receivable are
36 months and bear interest at rates from 11.12% to 14.97%. The notes are
secured by the equipment financed. The minimum payments receivable are as
follows:
Three months ending December 31, 2001 $ 111,960
Year ending December 31, 2002 447,840
2003 447,840
2004 32,885
------------------
1,040,525
Less: Portion representing interest (181,770)
------------------
$ 858,755
==================
9
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
5. Related party transactions:
The terms of the Limited Company Operating Agreement provide that the Managing
Member and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Company.
The Limited Liability Company Operating Agreement allows for the reimbursement
of costs incurred by the Managing Member in providing services to the Company.
Services provided include Company accounting, investor relations, legal counsel
and lease and equipment documentation. The Managing Member is not reimbursed for
services where it is entitled to receive a separate fee as compensation for such
services, such as acquisition and management of equipment. Reimbursable costs
incurred by the Managing Member are allocated to the Company based upon actual
time incurred by employees working on Company business and an allocation of rent
and other costs based on utilization studies.
Substantially all employees of the Managing Member record time incurred in
performing services on behalf of all of the Companies serviced by the Managing
Member. The Managing Member 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 and are reimbursable in
accordance with the Limited Liability Company Operating Agreement.
The Managing Member and/or Affiliates earned fees, commissions and
reimbursements, pursuant to the Limited Liability Company Agreement as follows:
Selling commissions (equal to 9.5% of the selling price of the
Limited Liability Company units, deducted from Other
Members' capital) $ 2,750,467
Reimbursement of other syndication costs to Managing Member 1,481,368
Costs reimbursed to Managing Member 348,285
Asset management fees to Managing Member 72,467
----------------
$ 4,652,587
================
6. Member's capital:
As of September 30, 2001, 2,895,278 Units ($28,952,780) were issued and
outstanding. The Company is authorized to issue up to 15,000,050 Units,
including the 50 Units issued to the initial members.
The Company's Net Income, Net Losses, and Distributions are to be allocated
92.5% to the Members and 7.5% to the Managing Member.
10
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
7. Line of credit:
The Company participates with the Managing Member 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 Company and the Managing Member.
At September 30, 2001, the Company had no borrowings under the line of credit.
The credit agreement includes certain financial covenants applicable to each
borrower. The Company was in compliance with its covenants as of September 30,
2001.
8. Commitments:
As of September 30, 2001, the Company had outstanding commitments to purchase
lease equipment totaling approximately $436,000.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
During the first three quarters of 2001, our primary activities were raising
funds through our offering of Limited Liability Company Units (Units) and
engaging in equipment leasing activities. Through September 30, 2001, we had
received subscriptions for 2,895,278 Units ($28,952,780) all of which were
issued and outstanding.
During the funding period, our primary source of liquidity is subscription
proceeds from the public offering of Units. Our liquidity 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
members and to the extent expenses exceed cash flows from leases.
As another source of liquidity, we have contractual obligations with a
diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial lease terms expire we will re-lease or sell the equipment. Our
future liquidity beyond the contractual minimum rentals will depend on the our
success in re-leasing or selling the equipment as it comes off lease.
We participate with the Managing Member and certain of its affiliates in a
$62,000,000 revolving line of credit with a financial institution. The line of
credit expires on April 12, 2002. We could not borrow under the line of credit
until we had a minimum equity of $15,000,000.
We anticipate reinvesting a portion of lease payments from assets owned in new
leasing transactions. These reinvestments will occur only after the payment of
all obligations, including debt service (both principal and interest), the
payment of management fees to the Managing Member and providing for cash
distributions to the Other Members.
We currently have available adequate reserves to meet contingencies, but in the
event that those reserves were found to be inadequate, we would likely be in a
position to borrow against our current portfolio to meet such requirements. We
envision no such requirements for operating purposes.
We do not expect to make commitments of capital, nor have we made any
commitments of capital, except for the acquisition of additional equipment. As
of September 30, 2001, we had made commitments totaling approximately $436,000.
If inflation in the general economy becomes significant, it may affect us in
that the residual (resale) values and rates on re-leases of our leased assets
may increase as the costs of similar assets increase. However, our revenues from
existing leases would not increase, as these rates are generally fixed for the
terms of the leases without adjustment for inflation.
If interest rates increase significantly, the lease rates that we 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. Our leases already in
place, for the most part, would not be affected by changes in interest rates.
Cash Flows
During the first three quarters of 2001, our primary source of liquidity was the
proceeds of our offering of Units.
In 2001, operating lease rents was our primary source of cash from operations.
12
Rents from direct financing leases and payments received on notes receivable
were our primary sources of cash from investing activities. We used of cash in
investing activities to purchase operating and direct financing lease assets, to
pay of initial direct costs associated with the lease asset purchases and to
make advances on notes receivable.
Our primary source of cash from financing activities was the proceeds of our
public offering of Units of Limited Liability Company interest. We used cash in
financing activities to pay syndication costs associated with the offering and
to make distributions to our members.
Results of operations
On February 21, 2001, we commenced operations. Our operations resulted in net
income of $460,577 for the nine month period and $193,622 for the three month
period. Our primary source of revenues is rents from operating leases.
Depreciation is related to operating lease assets and thus, to operating lease
revenues. We expect these to increase in future periods as acquisitions
continue.
Asset management fees are based on our gross lease rents plus proceeds from the
sales of lease assets. They are limited to certain percentages of lease rents,
distributions to members and certain other items. As assets are acquired, lease
rents are collected and distributions are made to the members, these fees are
expected to increase.
Interest expense for the first three quarters of 2001 related to the borrowings
under the line of credit incurred by an affiliate of the Managing Member. It
included all amounts related to those borrowings related transactions
transferred to us. All of the revenues and related carrying costs for these
transactions were attributed to us in the first nine months of 2001.
The results of our operations are expected to vary considerably in future
periods from those of the first nine months of 2001 as we continue to acquire
significant amounts of lease assets.
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.
13
Item 5. Other Information.
Information provided pursuant to ss. 228.701 (Item 701(f))(formerly
included in Form SR):
(1) Effective date of the offering: January 16, 2001; File Number: 333-47196
(2) Offering commenced: January 16, 2001
(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 "Units of Limited
Liability Company interest"
(7) Aggregate amount and offering price of securities registered and sold as of
October 31, 2001
Aggregate Aggregate
price of price of
offering offering
Amount amount Amount amount
Title of Security Registered registered sold sold
----------------- ---------- ---------- ---- ----
Limited Company units 15,000,000 $150,000,000 3,340,889 $33,408,890
(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, general
partners 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 $ - $ 3,173,845 $ 3,173,845
Other expenses 1,753,400 1,753,400
------------------ ------------------ ------------------
Total expenses $ - $ 4,927,245 $ 4,927,245
================== ================== ==================
(9) Net offering proceeds to the issuer after the total expenses in item 8: $28,481,645
14
(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 of any Direct or
class of equity securities of indirect
the issuer; and to affiliates of payments to
the issuer others Total
---------- ------ -----
Purchase and installation of
machinery and equipment $ - $28,314,601 $28,314,601
Working capital 167,044 167,044
------------------ ------------------ ------------------
$ - $28,481,645 $28,481,645
================== ================== ==================
(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. 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, September 30, 2001 and December 31, 2000.
Statements of operations for the nine and three month periods ended
September 30, 2001.
Statement of changes in partners' capital for the nine month period
ended September 30, 2001.
Statements of cash flows for the nine and three month periods ended
September 30, 2001.
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:
November 12, 2001
ATEL CAPITAL EQUIPMENT FUND IX, LLC
(Registrant)
By: ATEL Financial Services, LLC
Managing Member of Registrant
By: /s/ DEAN L. CASH
-------------------------------------
Dean L. Cash
President and Chief Executive
Officer of Managing Member
By: /s/ PARITOSH K. CHOKSI
--------------------------------------
Paritosh K. Choksi
Executive Vice President of
Managing Member, Principal
financial officer of registrant
By: /s/ DONALD E. CARPENTER
--------------------------------------
Donald E. Carpenter
Principal accounting
officer of registrant
16