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 March 31, 2004
|_| Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the transition period from _______ to _______
Commission File Number 000-50687
ATEL Capital Equipment Fund X, LLC
(Exact name of registrant as specified in its charter)
California 68-0517690
---------- ----------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
600 California Street, 6th Floor, San Francisco, California 94108-2733
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 989-8800
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Limited Liability
Company Units
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
The number of Limited Liability Company Units outstanding as of March 31, 2004
was 6,075,101.
DOCUMENTS INCORPORATED BY REFERENCE
None
1
ATEL CAPITAL EQUIPMENT FUND X, LLC
Index
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Balance Sheets, March 31, 2004 and December 31, 2003.
Statements of Operations for the three month periods ended March 31,
2004 and 2003
Statements of Changes in Members' Capital for the year ended December
31, 2003 and for the three month period ended March 31, 2004.
Statements of Cash Flows for the three month periods ended March 31,
2004 and 2003
Notes to the Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
ATEL CAPITAL EQUIPMENT FUND X, LLC
BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
ASSETS
March 31, December 31,
2004 2003
---- ----
(Unaudited)
Cash and cash equivalents $33,546,348 $22,680,652
Accounts receivable - 3,179
Prepaid syndication costs 285,002 156,624
Due from affiliate - 248,428
Investments in leases 16,706,637 14,726,680
------------------ ------------------
Total assets $50,537,987 $37,815,563
================== ==================
LIABILITIES AND MEMBERS' CAPITAL
Accounts payable:
Managing Member $ 545,236 $ 472,041
Other 1,890 127,131
Unearned operating lease income 165,999 105,728
------------------ ------------------
Total liabilities 713,125 704,900
Members' capital 49,824,862 37,110,663
------------------ ------------------
Total liabilities and members' capital $50,537,987 $37,815,563
================== ==================
See accompanying notes.
3
ATEL CAPITAL EQUIPMENT FUND X, LLC
STATEMENTS OF OPERATIONS
THREE MONTH PERIODS ENDED
MARCH 31, 2004 AND 2003
(Unaudited)
2004 2003
---- ----
Revenues:
Leasing activities:
Operating leases $ 652,615 $ -
Direct finance leases 27,537 -
Interest 53,760 -
Other 851 -
------------------ ---------------
734,763 -
Expenses:
Depreciation of operating lease assets 586,853 -
Amortization of initial direct costs 63,968 -
Professional fees 51,540 -
Cost reimbursements to Managing Member 51,530 -
Asset management fees to Managing Member 29,427 -
Franchise fees and taxes on income 25,000 -
Other 26,963 -
------------------ ---------------
835,281 -
------------------ ---------------
Net loss $ (100,518) $ -
================== ===============
Net income (loss):
Managing Member $ 72,998 -
Other Members (173,516) -
------------------ ---------------
$ (100,518) $ -
================== ===============
Net loss per Limited Liability Company Unit ($0.03) $0.00
Weighted average number of Units outstanding 5,178,906 10
See accompanying notes.
4
ATEL CAPITAL EQUIPMENT FUND X, LLC
STATEMENTS OF CHANGES IN MEMBERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2003
AND FOR THE
THREE MONTH PERIOD ENDED
MARCH 31, 2004
(Unaudited)
Other Members Managing
Units Amount Member Total
Balance December 31, 2002 50 $ 500 $ 100 $ 600
Capital contributions 4,483,332 44,833,320 - 44,833,320
Less selling commissions to affiliates - (4,034,999) - (4,034,999)
Other syndication costs to affiliates - (2,491,736) - (2,491,736)
Distributions to Members - (937,496) (76,013) (1,013,509)
Net income (loss) - (258,926) 75,913 (183,013)
------------------ ------------------ ------------------ ------------------
Balance December 31, 2003 4,483,382 37,110,663 - 37,110,663
Capital contributions 1,591,719 15,917,190 - 15,917,190
Less selling commissions to affiliates - (1,432,547) - (1,432,547)
Other syndication costs to affiliates - (696,624) - (696,624)
Distributions to Members - (900,304) (72,998) (973,302)
Net income (loss) - (173,516) 72,998 (100,518)
------------------ ------------------ ------------------ ------------------
Balance March 31, 2004 6,075,101 $49,824,862 $ - $49,824,862
================== ================== ================== ==================
See accompanying notes.
5
ATEL CAPITAL EQUIPMENT FUND X, LLC
STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED
MARCH 31, 2004 AND 2003
(Unaudited)
2004 2003
---- ----
Operating activities:
Net loss $ (100,518) $ -
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation of operating lease assets 586,853 -
Amortization of initial direct costs 63,968 -
Changes in operating assets and liabilities:
Accounts receivable 3,179 -
Prepaid syndication costs (128,378) -
Accounts payable, Managing Member 73,195 -
Accounts payable, other (125,241) -
Unearned operating lease income 60,271 -
------------------ ------------------
Net cash provided by operating activities 433,329 -
------------------ ------------------
Investing activities:
Purchases of equipment on operating leases (2,207,363) -
Payments of initial direct costs to Managing Member (482,687) -
Due from affiliate 248,428 -
Reduction of net investment in direct financing leases 59,272 -
------------------ ------------------
Net cash used in investing activities (2,382,350) -
------------------ ------------------
Financing activities:
Capital contributions received 15,917,190 -
Payment of syndication costs to Managing Member (2,129,171) -
Distributions to Other Members (900,304) -
Distributions to Managing Member (72,998) -
------------------ ------------------
Net cash provided by financing activities 12,814,717 -
------------------ ------------------
Net increase in cash and cash equivalents 10,865,696 -
Cash and cash equivalents at beginning of period 22,680,652 600
------------------ ------------------
Cash and cash equivalents at end of period $33,546,348 $ 600
================== ==================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 511 $ -
================== ==================
See accompanying notes.
6
ATEL CAPITAL EQUIPMENT FUND X, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
1. Summary of significant accounting policies:
Basis of presentation:
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States (GAAP) for
interim financial information and with instructions to Form 10-Q and Article 10
of Regulation S-X. 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. The
preparation of financial statements in accordance with GAAP requires management
to make estimates and assumptions that effect reported amounts in the financial
statements and accompanying notes. Therefore, actual results could differ from
those estimates. Operating results for the three months ended March 31, 2004 are
not necessarily indicative of the results for the year ending December 31, 2004.
These unaudited interim financial statements should be read in conjunction with
the financial statements and notes thereto contained in the report on Form 10-K
for the year ended December 31, 2003, filed with the Securities and Exchange
Commission.
2. Organization and Limited Liability Company matters:
ATEL Capital Equipment Fund X, LLC (the Company) was formed under the laws of
the state of California on August 12, 2002 for the purpose of acquiring
equipment to engage in equipment leasing and sales activities. The Company shall
continue until December 31, 2021.
The Company, or the Managing Member 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 Company's Operating Agreement.
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 April
9, 2003, the Company commenced operations.
ATEL Financial Services, LLC (AFS), an affiliated entity, acts as the Managing
Member of the Company.
The Company is in its acquisition phase and is making distributions on a monthly
and quarterly basis.
7
ATEL CAPITAL EQUIPMENT FUND X, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
3. Investment in leases:
The Company's investment in leases consists of the following:
Depreciation /
Amortization
Expense or
Balance Amortization of Balance
December 31, Direct Financing March 31,
2003 Additions Leases 2004
---- --------- ------ ----
Net investment in operating leases $12,967,263 $ 2,207,363 $ (586,853) $14,587,773
Net investment in direct financing leases 735,451 - (59,272) 676,179
Initial direct costs, net of
accumulated amortization of
$130,373 in 2004 and
$66,405 in 2003 1,023,966 482,687 (63,968) 1,442,685
------------------ ------------------ ------------------ ------------------
$14,726,680 $ 2,690,050 $ (710,093) $16,706,637
================== ================== ================== ==================
Operating leases:
Property on operating leases consists of the following:
Balance Balance
December 31, Depreciation March 31,
2003 Additions Expense 2004
---- --------- ------- ----
Mining $ 2,000,000 $ 1,371,097 $ - $ 3,371,097
Materials handling 4,827,588 836,266 - 5,663,854
Data processing 1,046,434 - - 1,046,434
Manufacturing 5,848,508 - - 5,848,508
------------------ ------------------ ------------------ ------------------
13,722,530 2,207,363 - 15,929,893
Less accumulated depreciation (755,267) - (586,853) (1,342,120)
------------------ ------------------ ------------------ ------------------
$ 12,967,263 $ 2,207,363 $ (586,853) $ 14,587,773
================== ================== ================== ==================
The average assumed residual values for assets on operating leases was 20% at
March 31, 2004 and December 31, 2003. The weighted average term of the operating
leases was 56 months at March 31, 2004 and 57 months at December 31, 2003.
8
ATEL CAPITAL EQUIPMENT FUND X, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
3. Investment in leases (continued):
Direct financing leases:
The following lists the components of the Company's investment in direct
financing leases as of March 31, 2004:
Total minimum lease payments receivable $ 798,982
Estimated residual values of leased equipment (unguaranteed) 9,106
--------------
Investment in direct financing leases 808,088
Less unearned income (131,909)
--------------
Net investment in direct financing leases $ 676,179
==============
All of the property on leases was acquired in 2003 and 2004.
At March 31, 2004, the aggregate amounts of future minimum lease payments to be
received are as follows:
Direct
Operating Financing
Leases Leases Total
Nine months ending December 31, 2004 $ 2,324,519 $ 254,744 $ 2,579,263
Year ending December 31, 2005 3,099,359 337,764 3,437,123
2006 2,538,709 206,474 2,745,183
2007 2,066,627 - 2,066,627
2008 1,575,103 - 1,575,103
Thereafter 544,945 - 544,945
------------------ ------------------ ------------------
$12,149,262 $ 798,982 $12,948,244
================== ================== ==================
4. Related party transactions:
The terms of the Limited Company Operating Agreement provide that AFS 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 AFS in providing services to the Company. Services provided
include Company accounting, investor relations, legal counsel and lease and
equipment documentation. AFS 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 AFS are allocated to
the Company based upon an estimate of actual time incurred by employees working
on Company business and an allocation of rent and other costs based on
utilization studies.
Each of ATEL Leasing Corporation ("ALC"), ATEL Equipment Corporation ("AEC"),
ATEL Investor Services ("AIS") and ATEL Financial Services LLC 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 services are performed by AEC,
investor relations and communications services are performed by AIS and general
administrative services for the Company are performed by AFS.
9
ATEL CAPITAL EQUIPMENT FUND X, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004
(Unaudited)
4. Related party transactions (continued):
Substantially all employees of AFS record time incurred in performing services
on behalf of all of the Companies serviced by AFS. AFS 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.
During the three month periods ended March 31, 2004 and 2003, AFS and/or
affiliates earned fees, commissions and reimbursements, pursuant to the Limited
Liability Company Operating Agreement as follows:
2004 2003
---- ----
Selling commissions (equal to 9% of the selling price of the Limited Liability
Company Units, deducted from Other Members' capital) $ 1,432,547 $ -
Reimbursement of other syndication costs to AFS, deducted from
Other Members' capital 696,624 -
Asset management fees to AFS 29,427 -
Costs reimbursed to AFS 51,530 -
------------------ ------------------
$ 2,210,128 $ -
================== ==================
5. Members' capital:
As of March 31, 2004, 6,075,101 Units 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, as defined in the
Limited Liability Company Operating Agreement, are to be allocated 92.5% to the
Other Members and 7.5% to AFS.
Distributions to the Other Members were as follows in the three month period
ended March 31, 2004:
Distributions $ 900,304
Weighted average number of Units outstanding 5,178,906
Weighted average distributions per Unit $0.17
6. Commitments:
As of March 31, 2004, the Company had outstanding commitments to purchase lease
equipment of approximately $20,363,000.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Statements contained in this Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and elsewhere in this Form 10-Q,
which are not historical facts, may be forward-looking statements. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Investors are cautioned not
to attribute undue certainty to these forward-looking statements, which speak
only as of the date of this Form 10-Q. We undertake no obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this Form 10-Q or to reflect the occurrence of
unanticipated events, other than as required by law.
Capital Resources and Liquidity
The Company commenced its offering of Units on March 12, 2003. On April 9, 2003,
the Company commenced operations in its primary business (leasing activities).
Until the Company's initial portfolio of equipment has been purchased, funds
that have been received, but that 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 will be
subscription proceeds from the public offering of Units. The liquidity of the
Company will vary in the future, increasing to the extent proceeds from the
offering, cash flows from leases and proceeds of asset sales 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 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 AFS's success in re-leasing or selling the equipment as it comes
off lease.
Throughout the Reinvestment Period (as defined in the Limited Liability Company
Operating Agreement), the Company 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 fees to AFS and providing for
cash distributions to the Members. At March 31, 2004, the Company had
commitments to purchase lease assets totaling approximately $20,363,000. No
other commitments of capital have been made.
AFS 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 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 AFS 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 AFS or affiliate and the time acquired by the Company; (iv) there is
no benefit arising out of such transaction to AFS 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
will be treated as belonging to the Company.
The Company currently has available adequate reserves to meet its immediate cash
requirements and those of the next twelve months, but in the event those
reserves were found to be inadequate, the Company would likely be in a position
to borrow against its current portfolio to meet such requirements. AFS envisions
no such requirements for operating purposes.
AFS 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.
11
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.
Cash Flows
The Company is currently conducting a public offering of its Units. In 2004, the
offering provided most of the Company's cash flows.
In 2004, our primary source of cash from operating sources was rents from
operating leases.
During 2004, we used cash in investing activities to purchase operating lease
assets and to pay initial direct costs to AFS. Sources of cash from investing
activities consisted of rents from direct financing leases.
In 2004, financing sources of cash flows consisted solely of the proceeds of our
public offering of Units. We used cash to pay for the costs of the offering and
to make distributions to the Members.
Results of Operations
As of April 9, 2003, 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).
Because of the fact that the initial portfolio acquisitions were not completed
at March 31, 2004, the results of operations in 2004 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.
In the first quarter of 2004, operations resulted in a net loss of $100,518. Our
primary source of revenues is operating leases. We expect that operating leases
will continue to be the primary source of revenues and that the amounts earned
will increase as we continue to acquire additional lease assets. Our
depreciation expense is directly related to the assets we have on operating
leases. We also expect that depreciation expense will increase in future periods
in relation to operating lease revenues as we acquire more assets.
Under the terms of the Limited Liability Company Operating Agreement, AFS is
entitled certain fees and reimbursements of costs. Asset management fees in the
first quarter of 2004 were $29,427 and costs reimbursements were $51,530. These
amounts are expected to increase in future periods as the operations of the
Company expand.
Item 3. Quantitative and Qualitative Disclosures of Market Risk.
Inapplicable.
Item 4. Controls and procedures.
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management (ATEL
Financial Services, LLC as Managing Member of the registrant, including the
chief executive officer and chief financial officer), an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures [as defined in Rules 240.13a-14(c) under the Securities Exchange
Act of 1934] was performed as of the date of this report. Based upon this
evaluation, the chief executive officer and the chief financial officer
concluded that, as of the evaluation date, except as noted below, our disclosure
controls and procedures were effective for the purposes of recording,
processing, summarizing, and timely reporting information required to be
disclosed by us in the reports that we file under the Securities Exchange Act of
1934; and that such information is accumulated and communicated to our
management in order to allow timely decisions regarding required disclosure.
12
As disclosed in the Form 10-K for the year ended December 31, 2003, the chief
executive and chief financial officer of the Managing Member of the Company had
identified certain enhanced controls needed to facilitate a more effective
closing of the Company's financial statements. During the first quarter of 2004
and since the end of the quarter, the Managing Member hired a new controller,
added additional accounting staff personnel, and has instituted or revised
existing procedures in order to ensure that the Company's ability to execute
internal controls in accounting and reconciliation in the closing process is
adequate in all respects. The Managing Member will continue to review its
accounting procedures and practices to determine their effectiveness and
adequacy and will take such steps as deemed necessary in the opinion of the
Managing Member's chief executive and chief financial officers to ensure the
adequacy of the Company's accounting controls and procedures.
The Managing Member's chief executive officer and chief financial officer have
determined that no weakness in financial and accounting controls and procedures
had any material effect on the accuracy and completeness of the Company's
financial reporting and disclosure included in this report.
Changes in internal controls
There have been no significant changes in our internal controls or in other
factors that could significantly affect our disclosure controls and procedures
subsequent to the evaluation date nor were there any significant deficiencies or
material weaknesses in our internal controls, except as described in the prior
paragraphs.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In the ordinary course of conducting business, there may be certain claims,
suits, and complaints filed against the Company. In the opinion of management,
the outcome of such matters, if any, will not have a material impact on the
Company's financial position or results of operations. No material legal
proceedings are currently pending against the Company or against any of its
assets.
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.
Information provided pursuant to ss. 228.701 (Item 701(f))(formerly
included in Form SR):
(1) Effective date of the offering: March 12, 2003; File Number: 333-100452
(2) Offering commenced: March 12, 2003
(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
March 31, 2004:
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 6,075,051 $60,750,510
13
(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 $ 911,258 $ 4,556,288 $ 5,467,546
Other expenses - 3,188,360 3,188,360
------------------ ------------------ -----------------
Total expenses $ 911,258 $ 7,744,648 $ 8,655,906
================== ================== =================
(9) Net offering proceeds to the issuer after the total expenses in item 8: $52,094,604
(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 $ 1,573,058 $16,975,198 $18,548,256
Working capital - 33,546,348 33,546,348
------------------ ------------------ -----------------
$ 1,573,058 $50,521,546 $52,094,604
================== ================== =================
(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 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.
2. Other Exhibits
31.1 Certification of Paritosh K. Choksi
31.2 Certification of Dean L. Cash
32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K.
Choksi
(b) Report on Form 8-K
None
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
May 11, 2004
ATEL CAPITAL EQUIPMENT FUND X, 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
Principal Financial Officer
of Registrant
By: /s/ Donald E. Carpenter
---------------------------------
Donald E. Carpenter
Principal Accounting
Officer of Registrant
15