-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9h0hYmyXIvHXBlvEhO0upoJ7jQF0fUJrLLOpSfVqY1f0Z9U2OwujNSvJWSIhGud gFSuIPtq2BGwf7jI3RJQEg== /in/edgar/work/0001069152-00-000004/0001069152-00-000004.txt : 20001114 0001069152-00-000004.hdr.sgml : 20001114 ACCESSION NUMBER: 0001069152-00-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATEL CAPITAL EQUIPMENT FUND VIII LLC CENTRAL INDEX KEY: 0001069152 STANDARD INDUSTRIAL CLASSIFICATION: [7359 ] IRS NUMBER: 943307404 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-62477 FILM NUMBER: 759279 BUSINESS ADDRESS: STREET 1: 235 PINE ST STREET 2: 6TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159898800 MAIL ADDRESS: STREET 1: 235 PINE ST STREET 2: 6TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 10-Q 1 0001.txt REPORT FOR THE THIRD QUARTER OF 2000 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2000 |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from _______ to _______ Commission File Number 333-62477 ATEL Capital Equipment Fund VIII, LLC (Exact name of registrant as specified in its charter) California 94-3307404 - ---------- ---------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 235 Pine Street, 6th Floor, San Francisco, California 94104 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| DOCUMENTS INCORPORATED BY REFERENCE None 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements. 2 ATEL CAPITAL EQUIPMENT FUND VIII, LLC BALANCE SHEETS SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 (Unaudited) ASSETS 2000 1999 ---- ---- Cash and cash equivalents $ 2,676,152 $ 3,973,342 Accounts receivable 3,813,129 2,124,786 Other assets 122,500 145,000 Investments in leases 183,727,836 139,420,208 ----------------- ------------------ Total assets $190,339,617 $145,663,336 ================= ================== LIABILITIES AND MEMBERS' CAPITAL Long-term debt $ 83,596,000 $ 64,674,000 Non-recourse debt 5,106,764 7,174,617 Line of credit 6,592,627 7,500,000 Accounts payable: Managing member 516,675 811,287 Other 285,902 1,123 Accrued interest payable 233,512 114,602 Unearned operating lease income 1,994,961 1,257,697 ----------------- ------------------ Total liabilities 98,326,441 81,533,326 Members' capital: Managing member - - Other members 92,013,176 64,130,010 ----------------- ------------------ Total members' capital 92,013,176 64,130,010 ----------------- ------------------ Total liabilities and members' capital $190,339,617 $145,663,336 ================= ================== See accompanying notes. 3 ATEL CAPITAL EQUIPMENT FUND VIII, LLC INCOME STATEMENTS NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, ------------------- ------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Revenues: Leasing activities: Operating leases $21,367,986 $ 4,359,539 $ 8,553,136 $ 2,878,064 Direct financing leases 553,989 212,286 284,861 86,798 Gain on sales of assets 1,453 - - - Interest 126,961 72,585 52,973 53,496 Other 10,729 372 8,156 165 ------------------ ------------------ ----------------- ------------------ 22,061,118 4,644,782 8,899,126 3,018,523 Expenses: Depreciation and amortization 16,078,770 2,792,084 5,894,918 1,748,864 Interest expense 5,208,362 764,541 1,897,752 341,959 Administrative cost reimbursements to Managing Member 935,437 516,568 394,855 240,445 Asset management fees to Managing Member 973,761 232,387 380,784 153,399 Professional fees 102,055 29,213 61,145 1,602 Other 341,126 40,006 274,197 23,700 ------------------ ------------------ ----------------- ------------------ 23,639,511 4,374,799 8,903,651 2,509,969 ------------------ ------------------ ----------------- ------------------ Net (loss) income $ (1,578,393) $ 269,983 $ (4,525) $ 508,554 ================== ================== ================= ================== Net (loss) income: Managing member $ 536,365 $ 20,249 $ 202,487 $ 38,142 Other members (2,114,758) 249,734 (207,012) 470,412 ------------------ ------------------ ----------------- ------------------ $ (1,578,393) $ 269,983 $ (4,525) $ 508,554 ================== ================== ================= ================== Net (loss) income per Limited Liability Company Unit $ (0.21) $ 0.08 $ (0.02) $ 0.09 Weighted average number of Units outstanding 9,887,359 3,014,585 11,359,758 4,998,549
4 ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENT OF CHANGES IN MEMBERS' CAPITAL NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000 (Unaudited)
Other Members ------------- Managing Units Amount Member Total Balance December 31, 1999 7,744,326 $64,130,010 $ - $ 64,130,010 Capital contributions 4,266,202 42,662,020 - 42,662,020 Less selling commissions to affiliates (4,052,892) - (4,052,892) Other syndication costs to affiliates (1,996,437) - (1,996,437) Distributions to members (6,614,767) (536,365) (7,151,132) Net (loss) income (2,114,758) 536,365 (1,578,393) ------------------ ------------------ ----------------- ------------------ Balance September 30, 2000 12,010,528 $92,013,176 $ - $ 92,013,176 ================== ================== ================= ==================
See accompanying notes. ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENTS OF CASH FLOWS NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, ------------------- ------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Operating activities: Net (loss) income $ (1,578,393) $ 269,983 $ (4,525) $ 508,554 Adjustments to reconcile net (loss) income to cash provided by operating activities: Depreciation 16,078,770 2,792,084 5,894,918 1,748,864 Gain on sales of assets (1,453) - - - Changes in operating assets and liabilities: Accounts receivable (1,688,343) (1,966,818) (1,333,079) (975,723) Other assets 22,500 (150,000) 7,500 (150,000) Accounts payable, Managing Member (294,612) 128,459 (34,909) 128,459 Accounts payable, other 284,779 1,740,870 (1,043,755) 1,498,035 Accrued interest payable 118,910 - (47,369) - Unearned lease income 737,264 41,768 818,548 (7,998) ------------------ ------------------ ----------------- ------------------ Net cash provided by operations 13,679,422 2,856,346 4,257,329 2,750,191 ------------------ ------------------ ----------------- ------------------ Investing activities: Purchases of equipment on operating leases (51,934,271) (49,378,065) (16,307,225) (24,739,628) Purchases of equipment on direct financing leases (8,322,910) (9,951,981) (7,243,757) (4,610,893) Proceeds from sales of assets 9,520 - - - Reduction of net investment in direct financing leases 553,989 675,100 (345,933) 334,231 Payment of initial direct costs (691,273) (33,373) (211,455) - ------------------ ------------------ ----------------- ------------------ Net cash used in investing activities (60,384,945) (58,688,319) (24,108,370) (29,016,290) ------------------ ------------------ ----------------- ------------------
5 ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENTS OF CASH FLOWS (Continued) STATEMENT OF CHANGES IN MEMBERS' CAPITAL (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, ------------------- ------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Financing activities: Capital contributions received 42,662,020 60,176,840 12,936,030 19,591,390 Payment of syndication costs to managing member (6,049,329) (8,504,898) (1,889,790) (2,691,935) Borrowings under line of credit 21,908,796 8,000,000 1,000,000 8,000,000 Repayments of line of credit (22,816,169) - (5,507,373) - Proceeds of long-term debt 27,400,000 - 19,000,000 - Repayments of long-term debt (8,478,000) - (3,555,000) - Repayments of non-recourse debt (2,067,853) - (981,380) - Distributions to managing member (536,365) - (202,487) - Distributions to members (6,614,767) (1,342,454) (2,496,936) (913,033) ------------------ ------------------ ----------------- ------------------ Net cash provided by financing activities 45,408,333 58,329,488 18,303,064 23,986,422 ------------------ ------------------ ----------------- ------------------ Net (decrease) increase in cash and cash equivalents (1,297,190) 2,497,515 (1,547,977) (2,279,677) Cash and cash equivalents at beginning of period 3,973,342 600 4,224,129 4,777,792 ------------------ ------------------ ----------------- ------------------ Cash and cash equivalents at end of period $ 2,676,152 $ 2,498,115 $ 2,676,152 $ 2,498,115 ================== ================== ================= ================== Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 5,208,362 $ 764,541 $ 4,785,780 $ 341,959 ================== ================== ================= ==================
See accompanying notes. 6 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 1. Summary of significant accounting policies: Interim financial statements: The unaudited interim financial statements reflect all adjustments which are, in the opinion of the 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. These unaudited interim financial statements should be read in conjunction with the most recent report on Form 10K. 2. Organization and Company matters: ATEL Capital Equipment Fund VIII, LLC. (the Company), was formed under the laws of the State of California on July 31 , 1998, for the purpose of acquiring equipment to engage in equipment leasing and sales activities. Contributions in the amount of $600 were received as of October 7, 1998, $100 of which represented the Managing Member's (ATEL Financial Corporation's) continuing interest, and $500 of which represented the Initial Members' capital investment. Upon the sale of the minimum amount of Units of Limited Liability Company interest (Units) of $1,200,000 and the receipt of the proceeds thereof on January 13, 1999, the Company commenced operations. The Company does not make a provision for income taxes since all income and losses will be allocated to the Partners for inclusion in their individual tax returns. 3. Investment in leases: The Company's investment in leases consists of the following:
Depreciation Balance Expense or Reclassi- Balance December 31, Amortization fications or September 30, 1999 Additions of Leases Dispositions 2000 ---- --------- --------- ------------ ---- Net investment in operating leases $129,689,456 $ 51,934,271 $ (15,914,655) $ (8,067) $165,701,005 Net investment in direct financing leases 9,040,460 8,322,910 (553,989) - 16,809,381 Initial direct costs, net of accumulated amortization 690,292 691,273 (164,115) - 1,217,450 ----------------- ------------------ ------------------ ----------------- ------------------ $139,420,208 $ 60,257,181 $ (16,468,644) $ (8,067) $183,727,836 ================= ================== ================== ================= ==================
7 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 3. Investment in leases (continued): Operating leases: Property on operating leases consists of the following:
Balance Balance December 31, Acquisitions, Dispositions & Reclassifications September 30, ---------------------------------------------- 1999 1st Quarter 2nd Quarter 3rd Quarter 2000 ---- ----------- ----------- ----------- ---- Manufacturing $ 25,561,287 $ 2,365,847 $ 12,354,201 $ 3,279,604 $ 43,560,939 Transportation, rail 34,613,356 - 4,797,067 224,075 39,634,498 Aircraft 24,411,837 - - 7,203,037 31,614,874 Containers 21,228,750 - - - 21,228,750 Transportation, other 10,247,265 - 5,932,595 2,146,488 18,326,348 Natural gas compressors 7,863,922 275,085 5,094,356 582,262 13,815,625 Other 4,950,434 2,441,297 20,452 1,562,875 8,975,058 Materials handling 2,187,570 528,455 1,808,040 1,308,883 5,832,948 Marine vessel 3,952,500 - - - 3,952,500 ----------------- ------------------ ------------------ ----------------- ------------------ 135,016,921 5,610,684 30,006,711 16,307,224 186,941,540 Less accumulated depreciation (5,327,465) (4,677,684) (5,403,558) (5,831,828) (21,240,535) ----------------- ------------------ ------------------ ----------------- ------------------ $129,689,456 $ 933,000 $ 24,603,153 $ 10,475,396 $165,701,005 ================= ================== ================== ================= ==================
Direct financing leases: As of September 30, 2000, investment in direct financing leases consists office automation equipment. The following lists the components of the Company's investment in direct financing leases as of September 30, 2000: Total minimum lease payments receivable $ 15,868,612 Estimated residual values of leased equipment (unguaranteed) 4,774,302 ----------------- Investment in direct financing leases 20,642,914 Less unearned income (3,833,533) ----------------- Net investment in direct financing leases $ 16,809,381 ================= All of the property on leases was acquired in 1999 and 2000. There were no significant dispositions of such property. 8 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 3. Investment in leases (continued): At September 30, 2000, the aggregate amounts of future minimum lease payments are as follows:
Direct Year ending Operating Financing December 31, Leases Leases Total Three months ending December 31, 2000 $ 6,879,134 $ 822,791 $ 7,701,925 Year ending December 31, 2001 28,649,363 3,543,814 32,193,177 2002 25,648,080 3,021,377 28,669,457 2003 19,630,282 2,714,320 22,344,602 2004 11,642,642 1,903,003 13,545,645 Thereafter 21,958,581 3,863,307 25,821,888 ------------------ ------------------ ----------------- $114,408,082 $ 15,868,612 $130,276,694 ================== ================== =================
4. Non-recourse debt: At September 30, 2000, non-recourse debt consists of notes payable to financial institutions. The notes are due in varying quarterly and semi-annual payments. Interest on the notes is at rates from 7.98% to 14.0%. The notes are secured by assignments of lease payments and pledges of assets. The notes mature from 2001 through 2004. Future minimum payments of non-recourse debt are as follows:
Year ending December 31, Principal Interest Total Three months ending December 31, 2000 $ - $ 82,704 $ 82,704 Year ending December 31, 2001 1,006,764 403,662 1,410,426 2002 - 331,724 331,724 2003 53,814 331,724 385,538 2004 4,046,186 53,814 4,100,000 ------------------ ------------------ ----------------- $ 5,106,764 $ 1,203,628 $ 6,310,392 ================== ================== =================
9 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 5. Other long-term debt: In 1999, the Company entered into a $70 million receivables funding program (the Program) (which has been increased to $125 million) with a receivables financing company that issues commercial paper rated A1 by Standard and Poors and P1 by Moody's Investor Services. Under the Program, the receivables financing company receives a general lien against all of the otherwise unencumbered assets of the Company. The Program provides for borrowing at a variable interest rate (6.7087% at September 30, 2000). The Program requires the Managing Member to enter into various interest rate swaps with a financial institution (also rated A1/P1) to manage interest rate exposure associated with variable rate obligations under the Program by effectively converting the variable rate debt to fixed rates. As of September 30, 2000, the Company receives or pays interest on a notional principal of $68,151,000, based on the difference between nominal rates ranging from 6.84% to 7.72% and the variable rate under the Program. No actual borrowing or lending is involved. The last of the swaps terminates in 2009. The differential to be paid or received is accrued as interest rates change and is recognized currently as an adjustment to interest expense related to the debt. Borrowings under the Program are as follows: Original Balance Rate on Amount September 30, Interest Swap Date Borrowed Borrowed 2002 Agreement ------------- -------- ---- --------- 11/11/1999 $20,000,000 $16,245,000 6.84% 12/21/1999 20,000,000 18,792,000 7.41% 12/24/1999 25,000,000 22,079,000 7.44% 4/17/2000 6,500,000 6,125,000 7.45% 4/28/2000 1,900,000 1,721,000 7.72% 8/3/2000 19,000,000 18,634,000 7.50% ------------------ ------------------ $92,400,000 $83,596,000 ================== ================== Other long-term debt borrowings mature from 2004 through 2009. Future minimum principal payments of long-term debt are as follows:
Year ending December 31, Principal Interest Total Three months ending December 31, 2000 $ 4,212,000 $ 1,482,648 $ 5,694,648 Year ending December 31, 2001 16,570,000 5,199,001 21,769,001 2002 16,799,000 3,989,929 20,788,929 2003 14,693,000 2,834,448 17,527,448 2004 9,959,000 1,921,310 11,880,310 Thereafter 21,363,000 2,697,007 24,060,007 ------------------ ------------------ ----------------- $83,596,000 $18,124,343 $101,720,343 ================== ================== =================
10 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 6. Related party transactions: The terms of the Limited Company Operating Agreement provide that the Managing Member and/or Affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Company. The Limited Liability Company Operating Agreement allows for the reimbursement of costs incurred by the Managing Member in providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel and lease and equipment documentation. The Managing Member is not reimbursed for services where it is entitled to receive a separate fee as compensation for such services, such as acquisition and management of equipment. Reimbursable costs incurred by the Managing Member are allocated to the Company based upon actual time incurred by employees working on Company business and an allocation of rent and other costs based on utilization studies. Substantially all employees of the Managing Member record time incurred in performing administrative services on behalf of all of the Companies serviced by the Managing Member. The Managing Member believes that the costs reimbursed are the lower of actual costs incurred on behalf of the Company or the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location and are reimbursable in accordance with the Limited Liability Company Operating Agreement. The Managing Member and/or Affiliates earned fees, commissions and reimbursements, pursuant to the Limited Liability Company Agreement as follows:
2000 1999 ---- ---- Selling commissions (equal to 9.5% of the selling price of the Limited Liability Company units, deducted from Other Members' capital) $ 4,052,892 $ 5,716,800 Reimbursement of other syndication costs to Managing Member 1,996,437 2,788,098 Asset management fees to Managing Member 973,761 232,387 Administrative costs reimbursed to Managing Member 935,437 516,568 ----------------- ------------------ $ 7,958,527 $ 9,253,853 ================= ==================
11 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (Unaudited) 7. Member's capital: As of September 30, 1999, 12,010,528 Units ($120,105,280) were issued and outstanding. The Company's registration statement with the Securities and Exchange Commission became effective December 7, 1998. The Company is authorized to issue up to 15,000,050 Units, including the 50 Units issued to the initial members. The Company's Net Income, Net Losses, and Distributions are to be allocated 92.5% to the Members and 7.5% to the Managing Member. 8. Line of credit: The Company participates with the Managing Member and certain of its Affiliates in a $77,500,000 revolving credit agreement with a group of financial institutions which expires on July 28, 2001. The agreement includes an acquisition facility and a warehouse facility which are used to provide bridge financing for assets on leases. Draws on the acquisition facility by any individual borrower are secured only by that borrower's assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the Affiliates, the Company and the Managing Member. At September 30, 2000, the Company had $6,592,627 of borrowings under the line of credit. The credit agreement includes certain financial covenants applicable to each borrower. The Company was incompliance with its covenants as of September 30, 2000. 9. Commitments: As of September 30, 2000, the Company had outstanding commitments to purchase lease equipment totaling approximately $23,400,000. 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity During the first nine months of 2000 and 1999, the Company's primary activities were raising funds through its offering of Limited Liability Company Units (Units) and engaging in equipment leasing activities. Through September 30, 2000, the Company had received subscriptions for 12,010,528 Units ($120,105,280) all of which were issued and outstanding. During the funding period, the Company's primary source of liquidity is subscription proceeds from the public offering of Units. The liquidity of the Company will vary in the future, increasing to the extent cash flows from leases exceed expenses, and decreasing as lease assets are acquired, as distributions are made to the members and to the extent expenses exceed cash flows from leases. As another source of liquidity, the Company has 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 the Managing Member's success in re-leasing or selling the equipment as it comes off lease. The Partnership participates with the General Partner and certain of its affiliates in a $77,500,000 revolving line of credit with a group of financial institutions. The line of credit expires on July 28, 2001. 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 and acquisition fees to the Managing Member and providing for cash distributions to the Limited Partners. The Company currently has available adequate reserves to meet contingencies, 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. The Managing Member envisions no such requirements for operating purposes. No commitments of capital have been or are expected to be made other than for the acquisition of additional equipment. Such commitments totaled approximately $23,400,000 as of September 30, 2000. 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 During the first nine months of 2000 and 1999, the Company's primary source of liquidity was the proceeds of its offering of Units. Sources of cash flows from operating activities consisted primarily of operating lease revenues. 13 Rents from direct financing leases were the only significant source of cash from investing activities. Uses of cash for investing activities consisted of cash used to purchase operating and direct financing lease assets and payment of initial direct costs related to lease asset purchases. The primary source of cash from financing activities was the proceeds of the Company's public offering of Units of Limited Liability Company interest. Borrowings under the line of credit and proceeds of long-term debt were the only other financing sources of cash. Financing uses of cash included payments of syndication costs associated with the offering, repayment of debt and distributions to the members. Repayments of debt have increased due to borrowings after the third quarter of 1999. Results of operations On January 13, 1999, the Company commenced operations. Operations in 2000 resulted in a net loss of $1,578,3933 for the nine month period and $4,525 for the three month period. Operations in 1999 resulted in net income of $269,983 for the nine month period and $508,554 for the three month period. The Company's primary source of revenues is from operating leases. In future periods, operating leases are also expected to be the most significant source of revenues. Depreciation is related to operating lease assets and thus, to operating lease revenues. It is expected to increase in future periods as acquisitions continue. Lease rents and depreciation have increased compared to 1999 as a result of acquisitions over the last year. Asset management fees are based on the gross lease rents of the Company plus proceeds from the sales of lease assets. They are limited to certain percentages of lease rents, distributions to members and certain other items. As assets are acquired, lease rents are collected and distributions are made to the members, these fees are expected to increase. These factors gave rise to the increase in fees compared to 1999. Interest expense for the first nine months of 1999 related largely to the borrowings under the line of credit incurred by an affiliate of the Managing Member. It included all amounts related to those borrowings, going back as far as November 1998 when the Managing Member started to fund the related transactions on behalf of the Company. All of the revenues and related carrying costs for these transactions were attributed to the Company in the first nine months of 1999. In 2000, interest relates to long-term debt, non-recourse debt and to borrowings under the line of credit. The borrowings have increased compared to 1999 and have caused the increase in interest expense. Results of operations in 1999 and 2000 are not comparable and are not expected to be comparable. Results of operations in future periods are expected to vary considerably from those of the first nine months of 2000 and 1999 as the Company continues to acquire significant amounts of lease assets. 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings. Inapplicable. Item 2. Changes In Securities. Inapplicable. Item 3. Defaults Upon Senior Securities. Inapplicable. Item 4. Submission Of Matters To A Vote Of Security Holders. Inapplicable. 15 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: December 7, 1998; File Number: 333-62477 (2) Offering commenced: December 7, 1998 (3) The offering did not terminate before any securities were sold. (4) The offering has not been terminated prior to the sale of all of the securities. (5) The managing underwriter is ATEL Securities Corporation. (6) The title of the registered class of securities is "Units of Limited Liability Company interest". (7) Aggregate amount and offering price of securities registered and sold as of October 31, 2000.
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 12,534,463 $125,344,630 (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 $ - $ 11,907,740 $ 11,907,740 Other expenses - 5,890,508 5,890,508 ------------------ ----------------- ----------------- Total expenses $ - $ 17,798,248 $ 17,798,248 ================== ================= ================= (9) Net offering proceeds to the issuer after the total expenses in item 8: $107,546,382 (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 $ - $106,919,659 $106,919,659 Working capital - 626,723 626,723 ------------------ ----------------- ----------------- $ - $107,546,382 $107,546,382 ================== ================= =================
(11) The use of the proceeds in Item 10 does not represent a material change in the uses of proceeds described in the prospectus. 16 Item 6. Exhibits And Reports On Form 8-K. (a)Documents filed as a part of this report 1. Financial Statements Included in Part I of this report: Balance Sheets, September 30, 2000 and December 31, 1999. Income statements for the nine and three month periods ended September 30, 2000 and 1999. Statement of changes in partners' capital for the nine month period ended September 30, 2000. Statements of cash flows for the nine and three month periods ended September 30, 2000 and 1999. Notes to the Financial Statements 2. Financial Statement Schedules All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) Report on Form 8-K None 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 9, 2000 ATEL CAPITAL EQUIPMENT FUND VIII, LLC (Registrant) By: ATEL Financial Corporation Managing Member of Registrant By: /s/ A. J. BATT ------------------------------------- A. J. Batt President and Chief Executive Officer of Managing Member By: /s/ DEAN L. CASH ------------------------------------- Dean L. Cash Executive Vice President 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 18 EX-27 2 0002.txt FDS --
5 3-MOS Dec-31-2000 Sep-30-2000 2676152 0 3813129 0 0 0 0 0 190339617 0 0 0 0 0 92013176 190339617 0 22061118 0 0 18431149 0 5208362 (1578393) 0 (1578393) 0 0 0 (1578393) 0 0
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