Attached files
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EX-32.2 - EXHIBIT 32.2 - ATEL CAPITAL EQUIPMENT FUND IX LLC | v446153_exh32x2.htm |
EX-32.1 - EXHIBIT 32.1 - ATEL CAPITAL EQUIPMENT FUND IX LLC | v446153_exh32x1.htm |
EX-31.2 - EXHIBIT 31.2 - ATEL CAPITAL EQUIPMENT FUND IX LLC | v446153_exh31x2.htm |
EX-31.1 - EXHIBIT 31.1 - ATEL CAPITAL EQUIPMENT FUND IX LLC | v446153_exh31x1.htm |
Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
|
For the quarterly period ended June 30, 2016 |
o | 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 000-50210
ATEL Capital Equipment Fund IX, LLC
(Exact name of registrant as specified in its charter)
California | 94-3375584 | |
(State or other jurisdiction of Incorporation or organization) |
(I. R. S. Employer Identification No.) |
The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111
(Address of principal executive offices)
Registrants 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of Limited Liability Company Units outstanding as of July 31, 2016 was 12,055,016.
DOCUMENTS INCORPORATED BY REFERENCE
None.
ATEL CAPITAL EQUIPMENT FUND IX, LLC
Index
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
ATEL CAPITAL EQUIPMENT FUND IX, LLC
BALANCE SHEETS
JUNE 30, 2016 AND DECEMBER 31, 2015
(in thousands)
June 30, 2016 |
December 31, 2015 |
|||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents | $ | 846 | $ | 2,240 | ||||
Accounts receivable, net | 471 | 533 | ||||||
Prepaid expenses and other assets | 56 | 66 | ||||||
Due from Managing Member | 22 | | ||||||
Investment in securities | 5 | 5 | ||||||
Investments in equipment and leases, net | 9,178 | 11,127 | ||||||
Total assets | $ | 10,578 | $ | 13,971 | ||||
LIABILITIES AND MEMBERS CAPITAL |
||||||||
Accounts payable and accrued liabilities: |
||||||||
Managing Member | $ | | $ | 4 | ||||
Other | 128 | 211 | ||||||
Non-recourse debt | 1,796 | 3,921 | ||||||
Unearned operating lease income | 117 | 105 | ||||||
Total liabilities | 2,041 | 4,241 | ||||||
Commitments and contingencies |
||||||||
Members capital: |
||||||||
Managing Member | | | ||||||
Other Members | 8,537 | 9,730 | ||||||
Total Members capital | 8,537 | 9,730 | ||||||
Total liabilities and Members capital | $ | 10,578 | $ | 13,971 |
See accompanying notes.
3
ATEL CAPITAL EQUIPMENT FUND IX, LLC
STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2016 AND 2015
(in thousands, except for units and per unit data)
(Unaudited)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenues: |
||||||||||||||||
Leasing and lending activities: |
||||||||||||||||
Operating leases | $ | 676 | $ | 1,011 | $ | 1,354 | $ | 2,156 | ||||||||
Direct financing leases | 310 | 489 | 668 | 1,015 | ||||||||||||
Interest on notes receivable | | 5 | | 12 | ||||||||||||
Gain on sales of lease assets and early termination of notes receivable | 162 | 67 | 200 | 93 | ||||||||||||
Unrealized gain on fair valuation of warrants | | 7 | | 20 | ||||||||||||
Gain on sales or dispositions of investment in securities |
| | 1 | | ||||||||||||
Other revenue | 13 | 21 | 19 | 25 | ||||||||||||
Total revenues | 1,161 | 1,600 | 2,242 | 3,321 | ||||||||||||
Expenses: |
||||||||||||||||
Depreciation of operating lease assets | 109 | 262 | 225 | 575 | ||||||||||||
Asset management fees to Managing Member and/or affiliates | 62 | 82 | 131 | 159 | ||||||||||||
Cost reimbursements to Managing Member and/or affiliates | 92 | 142 | 186 | 295 | ||||||||||||
Provision for credit losses | 2 | 25 | 2 | 21 | ||||||||||||
Amortization of initial direct costs | | 1 | 1 | 3 | ||||||||||||
Other management fees | 8 | 6 | 15 | 13 | ||||||||||||
Interest expense | 36 | 108 | 89 | 236 | ||||||||||||
Professional fees | 14 | 15 | 82 | 85 | ||||||||||||
Outside services | 17 | 13 | 43 | 32 | ||||||||||||
Insurance | 11 | 15 | 22 | 25 | ||||||||||||
Marine vessel maintenance and other operating costs | 3 | 1 | 21 | 1 | ||||||||||||
Railcar and equipment maintenance | 36 | 31 | 80 | 72 | ||||||||||||
Franchise fees and state taxes | 11 | 32 | 19 | 43 | ||||||||||||
Other | 31 | 38 | 73 | 70 | ||||||||||||
Total operating expenses | 432 | 771 | 989 | 1,630 | ||||||||||||
Other (expense) income, net | (3 | ) | 4 | (3 | ) | (1 | ) | |||||||||
Net income | $ | 726 | $ | 833 | $ | 1,250 | $ | 1,690 | ||||||||
Net income: |
||||||||||||||||
Managing Member | $ | 85 | $ | 97 | $ | 183 | $ | 195 | ||||||||
Other Members | 641 | 736 | 1,067 | 1,495 | ||||||||||||
$ | 726 | $ | 833 | $ | 1,250 | $ | 1,690 | |||||||||
Net income per Limited Liability Company Unit (Other Members) |
$ | 0.05 | $ | 0.06 | $ | 0.09 | $ | 0.12 | ||||||||
Weighted average number of Units outstanding | 12,055,016 | 12,055,016 | 12,055,016 | 12,055,016 |
See accompanying notes.
4
ATEL CAPITAL EQUIPMENT FUND IX, LLC
STATEMENTS OF CHANGES IN MEMBERS CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2015
AND FOR THE SIX MONTHS ENDED
JUNE 30, 2016
(in thousands, except for units and per unit data)
Other Members | Managing Member |
Total | ||||||||||||||
Units | Amount | |||||||||||||||
Balance December 31, 2014 | 12,055,016 | $ | 11,852 | $ | | $ | 11,852 | |||||||||
Distributions to Other Members ($0.40 per Unit) | | (4,822 | ) | | (4,822 | ) | ||||||||||
Distributions to Managing Member | | | (391 | ) | (391 | ) | ||||||||||
Net income | | 2,700 | 391 | 3,091 | ||||||||||||
Balance December 31, 2015 | 12,055,016 | 9,730 | | 9,730 | ||||||||||||
Distributions to Other Members ($0.19 per Unit) | | (2,260 | ) | | (2,260 | ) | ||||||||||
Distributions to Managing Member | | | (183 | ) | (183 | ) | ||||||||||
Net income | | 1,067 | 183 | 1,250 | ||||||||||||
Balance June 30, 2016 (Unaudited) | 12,055,016 | $ | 8,537 | $ | | $ | 8,537 |
See accompanying notes.
5
ATEL CAPITAL EQUIPMENT FUND IX, LLC
STATEMENTS OF CASH FLOWS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2016 AND 2015
(in thousands)
(Unaudited)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Operating activities: |
||||||||||||||||
Net income | $ | 726 | $ | 833 | $ | 1,250 | $ | 1,690 | ||||||||
Adjustment to reconcile net income to cash provided by operating activities: |
||||||||||||||||
Gain on sales of lease assets and early termination of notes receivable | (162 | ) | (67 | ) | (200 | ) | (93 | ) | ||||||||
Gain on sales or dispositions of investment in securities | | | (1 | ) | | |||||||||||
Unrealized gain on fair valuation of warrants | | (7 | ) | | (20 | ) | ||||||||||
Depreciation of operating lease assets | 109 | 262 | 225 | 575 | ||||||||||||
Amortization of initial direct costs | | 1 | 1 | 3 | ||||||||||||
Provision for credit losses | 2 | 25 | 2 | 21 | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable | 3 | 52 | 60 | 11 | ||||||||||||
Prepaid expenses and other assets | 5 | 2 | 10 | 6 | ||||||||||||
Accounts payable, Managing Member | (76 | ) | (29 | ) | (26 | ) | (122 | ) | ||||||||
Accounts payable, other | (41 | ) | (48 | ) | (83 | ) | (30 | ) | ||||||||
Unearned operating lease income | 75 | 10 | 12 | (58 | ) | |||||||||||
Net cash provided by operating activities | 641 | 1,034 | 1,250 | 1,983 | ||||||||||||
Investing activities: |
||||||||||||||||
Proceeds from sales of lease assets and early termination of notes receivable | 194 | 80 | 365 | 113 | ||||||||||||
Proceeds from sales or dispositions of investment in securities | | | 1 | | ||||||||||||
Principal payments received on direct financing leases | 803 | 627 | 1,558 | 1,213 | ||||||||||||
Principal payments received on notes receivable | | 36 | | 71 | ||||||||||||
Net cash provided by investing activities | 997 | 743 | 1,924 | 1,397 | ||||||||||||
Financing activities: |
||||||||||||||||
Repayments of non-recourse debt | (1,071 | ) | (1,209 | ) | (2,125 | ) | (2,398 | ) | ||||||||
Distributions to Other Members | (1,055 | ) | (1,206 | ) | (2,260 | ) | (2,411 | ) | ||||||||
Distributions to Managing Member | (85 | ) | (97 | ) | (183 | ) | (195 | ) | ||||||||
Net cash used in financing activities | (2,211 | ) | (2,512 | ) | (4,568 | ) | (5,004 | ) | ||||||||
Net decrease in cash and cash equivalents | (573 | ) | (735 | ) | (1,394 | ) | (1,624 | ) | ||||||||
Cash and cash equivalents at beginning of period | 1,419 | 3,744 | 2,240 | 4,633 | ||||||||||||
Cash and cash equivalents at end of period | $ | 846 | $ | 3,009 | $ | 846 | $ | 3,009 | ||||||||
Supplemental disclosures of cash flow information: |
||||||||||||||||
Cash paid during the period for interest | $ | 42 | $ | 115 | $ | 101 | $ | 249 | ||||||||
Cash paid during the period for taxes | $ | 46 | $ | 70 | $ | 47 | $ | 70 |
See accompanying notes.
6
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Limited Liability Company matters:
ATEL Capital Equipment Fund IX, LLC (the Company or the Fund) was formed under the laws of the State of California on September 27, 2000 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to engage in equipment leasing, lending and sales activities, primarily in the United States. The Managing Member or Manager of the Company is ATEL Financial Services, LLC (AFS), a California limited liability company. The Company may continue until December 31, 2020. Contributions in the amount of $600 were received as of December 31, 2000, $100 of which represented AFSs continuing interest, and $500 of which represented the initial Members capital investment.
As of January 15, 2003, the offering was terminated. As of that date, the Company had received subscriptions for 12,065,266 Units ($120.7 million). Subsequent to January 15, 2003, Units totaling 10,250 were rescinded or repurchased and funds returned to investors (net of distributions paid and allocated syndication costs, as applicable). As of June 30, 2016, 12,055,016 Units remain issued and outstanding.
On January 1, 2010, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement. Pursuant to the terms of the Operating Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.
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, 2015, filed with the Securities and Exchange Commission.
2. 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 the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year.
Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant impact on the reported financial position or results of operations.
Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.
In preparing the accompanying unaudited financial statements, the Managing Member has reviewed events that have occurred after June 30, 2016, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements.
Use of estimates:
The preparation of financial statements in conformity with GAAP 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 and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.
7
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. Summary of significant accounting policies: - (continued)
Segment reporting:
The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.
The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Companys total revenues for the six months ended June 30, 2016 and 2015, and long-lived tangible assets as of June 30, 2016 and December 31, 2015 (dollars in thousands):
Six Months Ended June 30, | ||||||||||||||||
2016 | % of Total | 2015 | % of Total | |||||||||||||
Revenue |
||||||||||||||||
United States | $ | 2,223 | 99 | % | $ | 3,300 | 99 | % | ||||||||
United Kingdom | 19 | 1 | % | 21 | 1 | % | ||||||||||
Total International | 19 | 1 | % | 21 | 1 | % | ||||||||||
Total | $ | 2,242 | 100 | % | $ | 3,321 | 100 | % |
As of June 30, | As of December 31, | |||||||||||||||
2016 | % of Total | 2015 | % of Total | |||||||||||||
Long-lived assets |
||||||||||||||||
United States | $ | 9,144 | 100 | % | $ | 11,093 | 100 | % | ||||||||
United Kingdom | 34 | 0 | % | 34 | 0 | % | ||||||||||
Total International | 34 | 0 | % | 34 | 0 | % | ||||||||||
Total | $ | 9,178 | 100 | % | $ | 11,127 | 100 | % |
Investment in securities:
Purchased securities
Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuers ability to meet its current obligations and indications of the issuers subsequent ability to raise capital. There were neither impaired securities at June 30, 2016 and December 31, 2015 nor investment securities sold or disposed of during the three and six months ended June 30, 2016 and 2015.
Warrants
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the three and six months ended June 30, 2015, the Company recorded unrealized gains of $7 thousand and $20 thousand, respectively, on the fair valuation of its warrant holdings. There were no such unrealized gains or losses during the current year period as all of the Companys warrant positions had either been exercised or have expired during the first quarter of 2016. Gain realized on the net exercise of warrants was nominal during the current year period. By comparison, there was no exercise of warrants, net or otherwise, during the three and six months ended June 30, 2015.
Other expense, net:
Other expense, net consisted solely of net gains and losses on foreign exchange transactions.
8
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. Summary of significant accounting policies: - (continued)
Per Unit data:
The Company issues only one class of Units, none of which are considered dilutive. Net income and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.
Fair value:
Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.
Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.
Level 3 Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Companys own estimates of assumptions that market participants would use in pricing the asset or liability.
The Companys valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Companys assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Companys investments in equipment, notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.
Recent accounting pronouncements:
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-13, Financial Instruments Credit Losses (Topic 326) (ASU 2016-13). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and its operational and related disclosure requirements.
9
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
2. Summary of significant accounting policies: - (continued)
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842) (ASU 2016-02). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU-2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is currently evaluating the standard and its operational and related disclosure requirements.
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU-2014-15). The new standard provides guidance relative to managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on the Companys financial statements or related disclosures.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts from Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company evaluated the impact of the new standard on its financial statements and has determined that such impact is virtually non-existent as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Companys revenues.
3. Notes receivable, net:
The Company has had various notes receivable from borrowers who have financed the purchase of equipment through the Company. The notes were secured by the equipment financed. As of June 30, 2016 and December 31, 2015, the notes have been fully settled.
10
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Allowance for credit losses:
The Companys allowance for credit losses totaled $3 thousand and $1 thousand at June 30, 2016 and December 31, 2015, respectively. All of such allowance was related to delinquent operating lease receivables. The Company had neither financing receivables in non-accrual status nor impaired financing receivables at both June 30, 2016 and December 31, 2015.
5. Investment in equipment and leases, net:
The Companys investment in equipment leases consists of the following (in thousands):
Balance December 31, 2015 |
Reclassifications, Additions/ Dispositions |
Depreciation/ Amortization Expense or Amortization of Leases |
Balance June 30, 2016 |
|||||||||||||
Net investment in operating leases | $ | 4,112 | $ | (150 | ) | $ | (225 | ) | $ | 3,737 | ||||||
Net investment in direct financing leases | 6,216 | | (1,558 | ) | 4,658 | |||||||||||
Assets held for sale or lease, net | 797 | (15 | ) | | 782 | |||||||||||
Initial direct costs, net of accumulated amortization of $84 at June 30, 2016 and $83 at December 31, 2015 | 2 | | (1 | ) | 1 | |||||||||||
Total | $ | 11,127 | $ | (165 | ) | $ | (1,784 | ) | $ | 9,178 |
Impairment of investments in leases and assets held for sale or lease:
Recorded values of the Companys leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the assets lease contract and undiscounted future rents from the existing lease contract, if any. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances.
As a result of these reviews, management determined that no impairment losses existed during the three and six months ended June 30, 2016 and 2015.
The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Companys equipment was approximately $109 thousand and $262 thousand for the respective three months ended June 30, 2016 and 2015, and was $225 thousand and $575 thousand for the respective six months ended June 30, 2016 and 2015. Initial direct costs amortization expense related to the Companys operating and direct financing leases totaled $3 thousand for the three months ended June 30, 2015, while in comparison, the Company did not reflect initial direct cost amortization during the three months ended June 30, 2016. The Company reflected initial direct cost amortization of $1 thousand and $3 thousand for the respective six months ended June 30, 2016 and 2015.
11
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
5. Investment in equipment and leases, net: - (continued)
All of the leased property was acquired beginning in 2001 through 2010.
Operating leases:
Property on operating leases consists of the following (in thousands):
Balance December 31, 2015 |
Additions | Reclassifications or Dispositions |
Balance June 30, 2016 |
|||||||||||||
Transportation, rail | $ | 12,154 | $ | | $ | (664 | ) | $ | 11,490 | |||||||
Marine vessels | 9,700 | | | 9,700 | ||||||||||||
Transportation, other | 2,011 | | (93 | ) | 1,918 | |||||||||||
Materials handling | 628 | | (97 | ) | 531 | |||||||||||
Construction | 565 | | | 565 | ||||||||||||
Manufacturing | 528 | | (173 | ) | 355 | |||||||||||
Other | 16 | | (5 | ) | 11 | |||||||||||
25,602 | | (1,032 | ) | 24,570 | ||||||||||||
Less accumulated depreciation | (21,490 | ) | (225 | ) | 882 | (20,833 | ) | |||||||||
Total | $ | 4,112 | $ | (225 | ) | $ | (150 | ) | $ | 3,737 |
The average estimated residual value for assets on operating leases was 12% of the assets original cost at both June 30, 2016 and December 31, 2015. There were no operating leases placed in non-accrual status as of the same dates.
The Company may earn revenues from its containers, marine vessel and certain other assets based on utilization of such assets or a fixed-term lease. Contingent rentals (i.e., short-term, operating charter hire payments) and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of operating lease revenues and totaled $13 thousand and $25 thousand for the respective three months ended June 30, 2016 and 2015, and $33 thousand and $55 thousand for the respective three and six months ended June 30, 2016 and 2015.
Direct financing leases:
As of June 30, 2016 and December 31, 2015, investment in direct financing leases consists of materials handling and mining equipment. The following lists the components of the Companys investment in direct financing leases as of June 30, 2016 and December 31, 2015 (in thousands):
June 30, 2016 |
December 31, 2015 |
|||||||
Total minimum lease payments receivable | $ | 1,460 | $ | 3,687 | ||||
Estimated residual values of leased equipment (unguaranteed) | 3,543 | 3,543 | ||||||
Investment in direct financing leases | 5,003 | 7,230 | ||||||
Less unearned income | (345 | ) | (1,014 | ) | ||||
Net investment in direct financing leases | $ | 4,658 | $ | 6,216 |
There was no investment in direct financing lease assets in non-accrual status at June 30, 2016 and December 31, 2015.
12
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
5. Investment in equipment and leases, net: - (continued)
At June 30, 2016, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):
Operating Leases |
Direct Financing Leases |
Total | ||||||||||
Six months ending December 31, 2016 | $ | 1,048 | $ | 1,459 | $ | 2,507 | ||||||
Year ending December 31, 2017 | 1,800 | 1 | 1,801 | |||||||||
2018 | 1,026 | | 1,026 | |||||||||
2019 | 872 | | 872 | |||||||||
2020 | 486 | | 486 | |||||||||
2021 | 82 | | 82 | |||||||||
$ | 5,314 | $ | 1,460 | $ | 6,774 |
The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of June 30, 2016, the respective useful lives of each category of lease assets in the Companys portfolio are as follows (in years):
Equipment category | Useful Life | |||
Transportation, rail | 35 40 | |||
Mining | 30 40 | |||
Marine vessels | 20 30 | |||
Manufacturing | 10 15 | |||
Construction | 7 10 | |||
Materials handling | 7 10 | |||
Transportation, other | 7 10 |
6. Related party transactions:
The terms of the Operating Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Company.
The Operating Agreement allows for the reimbursement of costs incurred by AFS for providing administrative services to the Company. Administrative services provided include Company accounting, finance/treasury, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of equipment. The Company would be liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Company.
Each of ATEL Leasing Corporation (ALC) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Company. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services for the Company are performed by AFS.
Cost reimbursements to the Managing Member are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as managed assets, number of investors or contributed capital based upon the type of cost incurred. The Operating Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be recovered in future years to the extent of the cumulative limit. As of June 30, 2016, the Company has not exceeded the annual and/or cumulative limitations discussed above.
13
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
6. Related party transactions: - (continued)
During the three months and six months ended June 30, 2016 and 2015, AFS and/or affiliates earned fees and billed for reimbursements of costs and expenses pursuant to the Operating Agreement as follows (in thousands):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Costs reimbursed to Managing Member and/or affiliates | $ | 92 | $ | 142 | $ | 186 | $ | 295 | ||||||||
Asset management fees to Managing Member and/or affiliates | 62 | 82 | 131 | 159 | ||||||||||||
$ | 154 | $ | 224 | $ | 317 | $ | 454 |
7. Non-recourse debt:
At June 30, 2016, non-recourse debt consists of notes payable to financial institutions. The notes are due in monthly installments. Interest on the notes is at fixed rates ranging from 6.58% to 6.66%. The notes are secured by assignments of lease payments and pledges of assets. At June 30, 2016, future payments on direct financing leases totaled approximately $1.5 million over the remaining lease terms; and the carrying value of the pledged assets is $4.7 million. The notes mature from 2016 through 2017.
The non-recourse debt does not contain any material financial covenants. The debt is secured by liens granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lenders, such as warranties as to genuineness of the transaction parties signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the Companys good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by such industry as being consistent with non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.
Future minimum payments of non-recourse debt are as follows (in thousands):
Principal | Interest | Total | ||||||||||
Six months ending December 31, 2016 |
$ | 1,618 | $ | 32 | $ | 1,650 | ||||||
Year ending December 31, 2017 |
178 | 1 | 179 | |||||||||
$ | 1,796 | $ | 33 | $ | 1,829 |
8. Commitments and Contingencies:
At June 30, 2016, the Company had no commitments to purchase lease assets or fund investments in notes receivable.
14
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
9. Members capital:
As of June 30, 2016 and December 31, 2015, 12,055,016 Units were issued and outstanding. The Company was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Members (50 Units).
Distributions to the Other Members were as follows (in thousands, except as to Units and per Unit data):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Distributions declared | $ | 1,055 | $ | 1,206 | $ | 2,260 | $ | 2,411 | ||||||||
Weighted average number of Units outstanding | 12,055,016 | 12,055,016 | 12,055,016 | 12,055,016 | ||||||||||||
Weighted average distributions per Unit | $ | 0.09 | $ | 0.10 | $ | 0.19 | $ | 0.20 |
10. Fair value measurements:
The Company had no assets or liabilities requiring measurement at fair value on a recurring or non-recurring basis at June 30, 2016. By comparison, at December 31, 2015, only the Companys warrants were measured on a recurring basis. During 2015, the Company also recorded non-recurring adjustments to reduce the cost basis of certain equipment deemed impaired. Amounts at December 31, 2015 reflect the fair value of the then existing impaired assets.
The measurement methodologies are as follows:
Warrants (recurring)
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The Company did not hold any warrant positions at June 30, 2016. The valuation of the warrants at December 31, 2015 was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of the same date, the Companys remaining warrants had no value.
The fair value of warrants that were accounted for on a recurring basis as of the three and six months ended June 30, 2016 and 2015 and classified as level 3 are as follows (in thousands):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Fair value of warrants at beginning of period | $ | | $ | 138 | $ | | $ | 125 | ||||||||
Unrealized gain on fair valuation of warrants | | 7 | | 20 | ||||||||||||
Fair value of warrants at end of period | $ | | $ | 145 | $ | | $ | 145 |
Impaired off-lease equipment (non-recurring)
The Company had no fair value adjustments relative to impaired equipment during the six months ended June 30, 2016. During 2015, the Company deemed certain off-lease equipment (assets) to be impaired and recorded fair value adjustments of $132 thousand to reduce the cost bases of the equipment. The aforementioned adjustments were non-recurring and were all recorded subsequent to the first quarter of 2015. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair values of such impaired equipment are classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of the assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market.
15
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
10. Fair value measurements: - (continued)
The following table summarizes the valuation techniques and significant unobservable inputs used for the Companys recurring and non-recurring fair value adjustments categorized as Level 3 in the fair value hierarchy at December 31, 2015:
December 31, 2015 | ||||||||
Name | Valuation Frequency |
Valuation Technique | Unobservable Inputs | Range of Input Values | ||||
Warrants | Recurring | Black-Scholes formulation | Stock price |
$2.01 |
||||
Exercise price | $2.01 | |||||||
Time to maturity (in years) | 0.04 | |||||||
Risk-free interest rate | 0.14% | |||||||
Annualized volatility | 100.00% | |||||||
Off-lease Equipment | Non-recurring | Market Approach | Third Party Agents Pricing Quotes per equipment | $100,000 (total of $300,000) |
||||
Equipment Condition | Poor to Average |
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Companys financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic.
The Company has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Cash and cash equivalents
The recorded amounts of the Companys cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.
Investment in securities
The Companys investment securities are not registered for public sale and are carried at cost which management believes approximates fair value, as appropriately adjusted for impairment.
Non-recourse debt
The fair value of the Companys non-recourse debt is estimated using discounted cash flow analyses, based upon current market borrowing rates for similar types of borrowing arrangements.
Commitments and Contingencies
Management has determined that the fair value of contingent liabilities (or guarantees) is not considered material because management believes there has been no event that has occurred wherein a guarantee liability has been incurred or will likely be incurred.
16
ATEL CAPITAL EQUIPMENT FUND IX, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
10. Fair value measurements: - (continued)
The following tables present estimated fair values of the Companys financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at June 30, 2016 and December 31, 2015 (in thousands):
Fair Value Measurements at June 30, 2016 | ||||||||||||||||||||
Carrying Amount |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents | $ | 846 | $ | 846 | $ | | $ | | $ | 846 | ||||||||||
Investment in securities | 5 | | | 5 | 5 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Non-recourse debt | 1,796 | | | 1,811 | 1,811 |
Fair Value Measurements at December 31, 2015 | ||||||||||||||||||||
Carrying Amount |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents | $ | 2,240 | $ | 2,240 | $ | | $ | | $ | 2,240 | ||||||||||
Investment in securities | 5 | | | 5 | 5 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Non-recourse debt | 3,921 | | | 3,971 | 3,971 |
17
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Statements contained in this Item 2, Managements 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. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Companys performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Companys performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. 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.
Overview
ATEL Capital Equipment Fund IX, LLC (the Company or the Fund) is a California limited liability company that was formed in September 2000 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing, lending and sales activities, primarily in the United States. The Managing Member of the Company is ATEL Financial Services, LLC (AFS), a California limited liability company.
Results of Operations
The three months ended June 30, 2016 versus the three months ended June 30, 2015
The Company had net income of $726 thousand and $833 thousand for the three months ended June 30, 2016 and 2015, respectively. The results for the second quarter of 2016 reflect decreases in total revenues and total operating expenses when compared to the prior year period.
Revenues
Total revenues for the second quarter of 2016 decreased by $439 thousand, or 27%, as compared to the prior year period. The net decline in total revenues was primarily a result of decreases in both operating and direct financing lease revenues, offset, in part, by an increase in the gain on sales of lease assets and early termination of notes receivable.
The reduction in operating lease revenues totaled $335 thousand and was mainly due to the impact of continued run-off and sales of lease assets as well as a reduction in usage-based rental income. Direct financing lease revenues decreased by $179 thousand largely due to run-off of the portfolio.
The gain on sales of lease assets increased by $95 thousand.
Expenses
Total operating expenses for the second quarter of 2016 decreased by $339 thousand, or 44%, as compared to the prior year period. The net decline in operating expenses was primarily due to decreases in depreciation and interest expenses, and in costs reimbursed to the Manager.
Depreciation expense was reduced by $153 thousand largely due to continued run-off and sales of lease assets, and an increase in the number of assets that have been fully depreciated since June 30, 2015. Interest expense declined by $72 thousand primarily as a result of a $4.3 million net reduction in outstanding borrowings since June 30, 2015. The costs reimbursed to the Manager decreased by $50 thousand mainly due to lower costs allocated by the Manager based on the Companys continued liquidation.
18
The six months ended June 30, 2016 versus the six months ended June 30, 2015
The Company had net income of $1.3 million and $1.7 million for the six months ended June 31, 2016 and 2015, respectively. The results for the six months ended June 30, 2016 reflect decreases in total revenues and total operating expenses when compared to the prior year period.
Revenues
Total revenues during the six months ended June 30, 2016 decreased by $1.1 million, or 32%, as compared to the prior year period. The net decline in total revenues was primarily a result of decreases in both operating and direct financing lease revenues, offset, in part, by an increase in the gain on sales of lease assets and early termination of notes receivable.
The reduction in operating lease revenues totaled $802 thousand and was mainly due to the impact of continued run-off and sales of lease assets as well as a reduction in usage-based rental income. Direct financing lease revenues decreased by $347 thousand largely due to run-off of the portfolio.
The gain on sales of lease assets and early termination of notes receivable increased by $107 thousand due to a change in the mix of assets sold.
Expenses
Total operating expenses for the six months ended June 30, 2016 decreased by $641 thousand, or 39%, as compared to the prior year period. The net decline in operating expenses was primarily due to decreases in depreciation and interest expenses, and in costs reimbursed to the Manager.
Depreciation expense was reduced by $350 thousand largely due to continued run-off and sales of lease assets, and an increase in the number of assets that have been fully depreciated since June 30, 2015. Interest expense declined by $147 thousand primarily as a result of a $4.3 million net reduction in outstanding borrowings since March 31, 2015. The costs reimbursed to the Manager decreased by $109 thousand mainly due to lower costs allocated by the Manager based on the Companys continued liquidation.
Capital Resources and Liquidity
The Companys cash and cash equivalents totaled $846 thousand and $2.2 million at June 30, 2016 and December 31, 2015, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.
The primary source of liquidity for the Company is its cash flow from leasing activities. As initial lease terms expire, the Company re-leases or sells the equipment. The future liquidity beyond the contractual minimum rentals will depend on the Companys success in remarketing or selling the equipment as it comes off-rental.
The Company currently believes it 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.
Cash Flows
The following table sets forth summary cash flow data (in thousands):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net cash provided by (used in): |
||||||||||||||||
Operating activities | $ | 641 | $ | 1,034 | $ | 1,250 | $ | 1,983 | ||||||||
Investing activities | 997 | 743 | 1,924 | 1,397 | ||||||||||||
Financing activities | (2,211 | ) | (2,512 | ) | (4,568 | ) | (5,004 | ) | ||||||||
Net decrease in cash and cash equivalents | $ | (573 | ) | $ | (735 | ) | $ | (1,394 | ) | $ | (1,624 | ) |
19
The three months ended June 30, 2016 versus the three months ended June 30, 2015
During the three months ended June 30, 2016 and 2015, the Companys primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts. In addition, the Company realized $194 thousand and $80 thousand of proceeds from sales or dispositions of equipment and early termination of notes receivable during the respective three months ended June 30, 2016 and 2015.
During the same respective periods, cash was primarily used to pay distributions to both Other Members and the Managing Member, and to pay down debt. Distributions paid to Members totaled $1.1 million and $1.3 million for the three month periods ended June 30, 2016 and 2015, respectively. Debt repayments totaled $1.1 million and $1.2 million for three month periods ended June 30, 2016 and 2015, respectively.
The six months ended June 30, 2016 versus the six months ended June 30, 2015
During the six months ended June 30, 2016 and 2015, the Companys primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts. In addition, the Company realized $365 thousand and $113 thousand of proceeds from sales or dispositions of equipment and early termination of notes receivable during the respective three months ended June 30, 2016 and 2015.
During the same respective periods, cash was primarily used to pay distributions to both Other Members and the Managing Member, and to pay down debt. Distributions paid to Members totaled $2.4 million and $2.6 million for each of the six month periods ended June 30, 2016 and 2015, respectively. Debt repayments totaled $2.1 million and $2.4 million for the six month periods ended June 30, 2016 and 2015, respectively.
Non-Recourse Long-Term Debt
The Operating Agreement limits aggregate borrowings to 50% of the total cost of equipment. For detailed information on the Companys non-recourse debt obligation, see Note 7 in Item 1. Financial Statements.
Distributions
Beginning with the month of February 2001, the Company commenced periodic distributions based on cash flows from operations. The monthly distributions were discontinued in 2010 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Manager.
Commitments and Contingencies and Off-Balance Sheet Transactions
Commitments and Contingencies
At June 30, 2016, the Company had no commitments to purchase lease assets or fund investments in notes receivable.
Off-Balance Sheet Transactions
None.
Recent Accounting Pronouncements
For detailed information on recent accounting pronouncements, see Note 2, Summary of significant accounting policies.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. On an on-going basis, the Company evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.
20
The Companys critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2015. There have been no material changes to the Companys critical accounting policies since December 31, 2015.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
The Companys Managing Members President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (Management), evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Companys disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.
The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Members disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control
There were no changes in the Managing Members internal control over financial reporting, as it is applicable to the Company, during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Managing Members internal control over financial reporting, as it is applicable to the Company.
21
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 Companys financial position or results of operations. No material legal proceedings are currently pending against the Company or against any of its assets.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
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 Dean L. Cash | |
31.2 | Certification of Paritosh K. Choksi | |
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 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 12, 2016
ATEL CAPITAL EQUIPMENT FUND IX, LLC
(Registrant)
By: ATEL Financial Services, LLC | ||||
By: | /s/ Dean L. Cash Dean L. Cash President and Chief Executive Officer of ATEL Financial Services, LLC (Managing Member) |
|||
By: | /s/ Paritosh K. Choksi Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (Managing Member) |
|||
By: | /s/ Samuel Schussler Samuel Schussler Senior Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (Managing Member) |
23