10-Q 1 fund810q3q2001.txt REPORT FOR THE QUARTER ENDED 9/30/2001 Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2001 |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from _______ to _______ Commission File Number 333-62477 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, 2001 AND DECEMBER 31, 2000 (Unaudited) ASSETS 2001 2000 ---- ---- Cash and cash equivalents $ 1,841,257 $ 2,484,785 Accounts receivable 5,431,760 5,339,569 Other assets 92,500 115,000 Investments in leases 185,841,295 190,893,298 ----------------- ------------------ Total assets $193,206,812 $198,832,652 ================= ================== LIABILITIES AND MEMBERS' CAPITAL Long-term debt $ 91,343,000 $ 86,668,000 Non-recourse debt 6,159,963 7,325,744 Line of credit 1,000,000 - Accounts payable: Managing member 695,548 Other 763,279 485,895 Accrued interest payable 159,443 267,823 Unearned operating lease income 2,606,411 2,051,141 ----------------- ------------------ Total liabilities 102,032,096 97,494,151 Members' capital: Managing member - - Other members 91,174,716 101,338,501 ----------------- ------------------ Total members' capital 91,174,716 101,338,501 ----------------- ------------------ Total liabilities and members' capital $193,206,812 $198,832,652 ================= ================== See accompanying notes. 3 ATEL CAPITAL EQUIPMENT FUND VIII, LLC INCOME STATEMENTS NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, ------------------- ------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Revenues: Leasing activities: Operating leases $32,328,224 $21,367,986 $ 9,304,558 $ 8,553,136 Direct financing leases 693,523 553,989 185,381 284,861 Gain on sales of assets 1,788,113 1,453 - - Interest 124,378 126,961 14,554 52,973 Other 26,921 10,729 1,012 8,156 ------------------ ------------------ ----------------- ------------------ 34,961,159 22,061,118 9,505,505 8,899,126 Expenses: Depreciation and amortization 25,203,081 16,078,770 10,421,957 5,894,918 Interest expense 7,245,633 5,208,362 1,670,772 1,897,752 Asset management fees to Managing Member 1,445,643 973,761 435,665 380,784 Cost reimbursements to Managing Member 741,886 935,437 215,621 394,855 Other 224,010 341,126 60,288 274,197 Professional fees 193,582 102,055 8,152 61,145 ------------------ ------------------ ----------------- ------------------ 35,053,835 23,639,511 12,812,455 8,903,651 ------------------ ------------------ ----------------- ------------------ Net loss $ (92,676) $ (1,578,393) $(3,306,950) $ (4,525) ================== ================== ================= ================== Net income (loss): Managing member $ 754,604 $ 536,365 $ 251,156 $ 202,487 Other members (847,280) (2,114,758) (3,558,106) (207,012) ------------------ ------------------ ----------------- ------------------ $ (92,676) $ (1,578,393) $(3,306,950) $ (4,525) ================== ================== ================= ================== Net loss per Limited Liability Company Unit $ (0.06) $ (0.21) $ (0.26) $ (0.02) Weighted average number of Units outstanding 13,570,188 9,887,359 13,570,188 11,359,758
4 ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENT OF CHANGES IN MEMBERS' CAPITAL NINE MONTH PERIOD ENDED SEPTEMBER 30, 2001 (Unaudited)
Other Members Managing ------------- Units Amount Member Total Balance December 31, 2000 13,570,188 $101,338,501 $ - $101,338,501 Distributions to members (9,316,505) (754,604) (10,071,109) Net loss (847,280) 754,604 (92,676) ------------------ ------------------ ----------------- ------------------ Balance September 30, 2001 13,570,188 $91,174,716 $ - $ 91,174,716 ================== ================== ================= ==================
See accompanying notes. STATEMENTS OF CASH FLOWS NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, ------------------- ------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Operating activities: Net loss $ (92,676) $ (1,578,393) $(3,306,950) $ (4,525) Adjustments to reconcile net loss to cash provided by operating activities: Depreciation 25,203,081 16,078,770 10,421,957 5,894,918 Gain on sales of assets (1,788,113) (1,453) - - Changes in operating assets and liabilities: Accounts receivable (92,191) (1,688,343) (1,063,310) (1,333,079) Other assets 22,500 22,500 7,500 7,500 Accounts payable, Managing Member (695,548) (294,612) (509,889) (34,909) Accounts payable, other 277,384 284,779 384,584 (1,043,755) Accrued interest payable (108,380) 118,910 (49,338) (47,369) Unearned lease income 555,270 737,264 960,303 818,548 ------------------ ------------------ ----------------- ------------------ Net cash provided by operations 23,281,327 13,679,422 6,844,857 4,257,329 ------------------ ------------------ ----------------- ------------------ Investing activities: Purchases of equipment on operating leases (27,938,716) (51,934,271) - (16,307,225) Purchases of equipment on direct financing leases (810,271) (8,322,910) - (7,243,757) Proceeds from sales of assets 8,601,318 9,520 - - Reduction of net investment in direct financing leases 1,930,535 553,989 533,700 (345,933) Payment of initial direct costs (145,831) (691,273) - (211,455) Net cash (used in) provided by investing ------------------ ------------------ ----------------- ------------------ activities (18,362,965) (60,384,945) 533,700 (24,108,370) ------------------ ------------------ ----------------- ------------------
5 ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENTS OF CASH FLOWS (Continued) NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND 2000 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, ------------------- ------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Financing activities: Borrowings under line of credit 20,756,335 21,908,796 4,000,000 1,000,000 Repayments of line of credit (19,756,335) (22,816,169) (12,223,497) (5,507,373) Proceeds of long-term debt 19,000,000 27,400,000 9,000,000 19,000,000 Repayments of long-term debt (14,325,000) (8,478,000) (5,177,000) (3,555,000) Distributions to members (9,316,505) (6,614,767) (3,097,588) (2,496,936) Repayments of non-recourse debt (1,165,781) (2,067,853) - (981,380) Distributions to managing member (754,604) (536,365) (251,156) (202,487) Capital contributions received - 42,662,020 - 12,936,030 Payment of syndication costs to managing member - (6,049,329) - (1,889,790) ------------------ ------------------ ----------------- ------------------ Net cash provided by financing activities (5,561,890) 8,795,642 (7,749,241) 7,256,824 ------------------ ------------------ ----------------- ------------------ Net decrease in cash and cash equivalents (643,528) (37,909,881) (370,684) (12,594,217) Cash and cash equivalents at beginning of period 2,484,785 3,973,342 2,211,941 4,224,129 ------------------ ------------------ ----------------- ------------------ Cash and cash equivalents at end of period $ 1,841,257 $ (33,936,539) $ 1,841,257 $(8,370,088) ================== ================== ================= ================== Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 7,245,633 $ 5,208,362 $ 1,611,730 $ 4,785,780 ================== ================== ================= ==================
See accompanying notes. 6 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (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, 2000 Additions of Leases Dispositions 2001 ---- --------- --------- ------------ ---- Net investment in operating leases $173,395,247 $ 27,938,716 $ (24,921,543) $ (6,813,205) $169,599,215 Net investment in direct financing leases 16,253,263 810,271 (1,930,535) - 15,132,999 Initial direct costs, net of accumulated amortization 1,244,788 145,831 (281,538) - 1,109,081 ----------------- ------------------ ------------------ ----------------- ------------------ $190,893,298 $ 28,748,987 $ (26,852,078) $ (6,813,205) $185,841,295 ================= ================== ================== ================= ==================
7 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (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, ---------------------------------------------- 2000 1st Quarter 2nd Quarter 3rd Quarter 2001 ---- ----------- ----------- ----------- ---- Manufacturing $ 48,027,279 $ 533,851 $ 618,173 $ - $ 49,179,303 Transportation, rail 39,634,498 9,741,779 - - 49,376,277 Aircraft 31,614,874 6,920,565 130,563 - 38,666,002 Containers 21,228,750 - - - 21,228,750 Transportation, other 23,583,472 (144,316) (1,000) - 23,438,156 Natural gas compressors 14,045,134 6,467 - - 14,051,601 Other 12,711,963 8,901 - - 12,720,864 Materials handling 5,858,081 2,613,347 (760,907) - 7,710,521 Marine vessel 4,314,031 - - - 4,314,031 ---------------- ------------------ ------------------ ----------------- ------------------ 201,018,082 19,680,594 (13,171) - 220,685,505 Less accumulated depreciation (27,622,835) (5,588,036) (7,547,866) (10,327,553) (51,086,290) ---------------- ------------------ ------------------ ----------------- ------------------ $173,395,247 $ 14,092,558 $ (7,561,037) $(10,327,553) $169,599,215 ================ ================== ================== ================= ==================
Direct financing leases: As of September 30, 2001, 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, 2001: Total minimum lease payments receivable $ 13,175,034 Estimated residual values of leased equipment (unguaranteed) 4,908,381 ----------------- Investment in direct financing leases 18,083,415 Less unearned income (2,950,416) ----------------- Net investment in direct financing leases $ 15,132,999 ================= All of the property on leases was acquired in 1999, 2000 and 2001. 8 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (Unaudited) 3. Investment in leases (continued): At September 30, 2001, the aggregate amounts of future minimum lease payments are as follows:
Direct Operating Financing Leases Leases Total Three months ending December 31, 2001 $ 7,749,483 $ 1,055,331 $ 8,804,814 Year ending December 31, 2002 31,676,015 3,260,750 34,936,765 2003 25,198,860 2,948,178 28,147,038 2004 15,739,916 1,989,108 17,729,024 2005 11,389,500 1,901,705 13,291,205 Thereafter 16,431,935 2,019,962 18,451,897 ------------------ ----------------- ------------------ $108,185,709 $ 13,175,034 $121,360,743 ================== ================= ==================
4. Non-recourse debt: At September 30, 2001, 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 2006. Future minimum payments of non-recourse debt are as follows:
Principal Interest Total Three months ending December 31, 2001 $ 144,998 $ 185,702 $ 330,700 Year ending December 31, 2002 312,109 515,608 827,717 2003 397,915 483,617 881,532 2004 4,425,557 170,437 4,595,994 2005 418,256 77,737 495,993 Thereafter 461,128 34,866 495,994 ------------------ ----------------- ------------------ $ 6,159,963 $ 1,467,967 $ 7,627,930 ================== ================= ==================
10 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (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 (6.3810% at September 30, 2001). 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, 2001, the Company receives or pays interest on a notional principal of $91,343,000, based on the difference between nominal rates ranging from 4.35% 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 2001 Agreement ------------- -------- ---- --------- 11/11/1999 $20,000,000 $11,413,000 6.84% 12/21/1999 20,000,000 17,090,000 7.41% 12/24/1999 25,000,000 16,382,000 7.44% 4/17/2000 6,500,000 5,130,000 7.45% 4/28/2000 1,900,000 1,225,000 7.72% 8/3/2000 19,000,000 15,857,000 7.50% 10/31/2000 7,500,000 6,265,000 7.13% 1/29/2001 8,000,000 7,199,000 5.91% 6/1/2001 2,000,000 1,782,000 5.04% 9/1/2001 9,000,000 9,000,000 4.35% ------------------ ------------------ $118,900,000 $91,343,000 ================== ================== 11 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (Unaudited) 5. Other long-term debt (continued): Other long-term debt borrowings mature from 2004 through 2009. Future minimum principal payments of long-term debt are as follows:
Principal Interest Total Three months ending December 31, 2001 $ 5,674,000 $ 1,531,370 $ 7,205,370 Year ending December 31, 2002 23,297,000 5,139,613 28,436,613 2003 21,173,000 3,605,271 24,778,271 2004 14,771,000 2,363,448 17,134,448 2005 11,079,000 1,487,319 12,566,319 Thereafter 15,349,000 1,521,546 16,870,546 ------------------ ----------------- ------------------ $91,343,000 $ 15,648,567 $106,991,567 ================== ================= ==================
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. 12 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (Unaudited) 6. Related party transactions (continued): The Managing Member and/or Affiliates earned fees, commissions and reimbursements, pursuant to the Limited Liability Company Agreement as follows:
2001 2000 ---- ---- Asset management fees to Managing Member $ 1,445,643 $ 973,761 Cost reimbursements to Managing Member 741,886 935,437 Selling commissions (equal to 9.5% of the selling price of the Limited Liability Company units, deducted from Other Members' capital) - 5,716,800 Reimbursement of other syndication costs to Managing Member - 2,788,098 ----------------- ------------------ $ 2,187,529 $ 10,414,096 ================= ==================
7. Member's capital: As of September 30, 2001, 13,570,188 Units ($135,701,880) 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 offering was terminated on November 30, 2000. 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 $62,000,000 revolving credit agreement with a group of financial institutions which expires on April 12, 2002. The agreement includes an acquisition facility and a warehouse facility which are used to provide bridge financing for assets on leases. Draws on the acquisition facility by any individual borrower are secured only by that borrower's assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the Affiliates, the Company and the Managing Member. At September 30, 2001, the Company had $1,000,000 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, 2001. 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity During the first nine months of 2001, the our primary activity was engaging in equipment leasing activities. During the first nine months of 2000, our primary activities were raising funds through its offering of Limited Liability Company Units (Units) and engaging in equipment leasing activities. Our liquidity will vary in the future, increasing to the extent cash flows from leases exceed expenses, and decreasing as lease assets are acquired, as distributions are made to the members and to the extent expenses exceed cash flows from leases. As another source of liquidity, we have contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire we will re-lease or sell the equipment. Our future liquidity beyond the contractual minimum rentals will depend on our success in re-leasing or selling the equipment as it comes off lease. We participate with the General Partner and certain of its affiliates in a $62,000,000 revolving line of credit with a group of financial institutions. The line of credit expires on April 12, 2002. We anticipates reinvesting a portion of lease payments from assets owned in new leasing transactions. We will reinvest 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 Other Members. We currently have available adequate reserves to meet contingencies, but in the event those reserves were found to be inadequate, we would likely be in a position to borrow against our current portfolio to meet such requirements. We envision no such requirements for operating purposes. We have not made any commitments of capital, nor do we expect to make any commitments, except for the acquisition of additional equipment. We had made no such commitments as of September 30, 2001. If inflation in the general economy becomes significant, it may affect us in that the residual (resale) values and rates on re-leases of our leased assets may increase as the costs of similar assets increase. However, our revenues from existing leases would not increase, as such rates are generally fixed for the terms of the leases without adjustment for inflation. If interest rates increase significantly, the lease rates that we can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Our leases already in place, for the most part, would not be affected by changes in interest rates. Cash Flows During the first nine months of 2001, our primary source of liquidity was operating lease rents. During the first nine months of 2000, our primary source of liquidity was the proceeds of its offering of Units. Our primary source of cash flows from operating activities was operating lease revenues in both 2001 and on 2000. 14 In 2001, our most significant source of cash flows from investing was the proceeds that we received from the sales of lease assets. In the third quarter of 2001, our only significant source of cash from investing activities was rents from direct financing leases. In 2000, rents from direct financing leases were the only significant source of cash from investing activities. We used of cash in investing activities to purchase operating and direct financing lease assets and to pay initial direct costs related to lease asset purchases. In 2001, our only sources of cash from financing activities was proceeds of long-term debt and borrowings on the line of credit. In 2000, our primary source of cash from financing activities was the proceeds of our public offering of Units of Limited Liability Company interest. Our only other financing sources of cash was borrowings under the line of credit and proceeds of long-term debt. We used cash in financing activities to pay syndication costs associated with the offering, to rep debt and to make distributions to the members. Our repayments of debt have increased due to borrowings after the third quarter of 1999. Results of operations We commenced operations on January 13, 1999. In 2000, our operations resulted in a net loss of $92,676 for the nine month period and $3,306,950 for the three month period. In 2001, our operations resulted in a net loss of $1,578,3933 for the nine month period and $4,525 for the three month period. Our primary source of revenues is from operating leases. In future periods, we also expect that operating leases will be our most significant source of revenues. Depreciation is related to operating lease assets and thus, to operating lease revenues. We expect it to increase in future periods as acquisitions continue. Our lease rents and depreciation have increased compared to 2000 as a result of acquisitions over the last year. Asset management fees are based on our gross lease rents plus the proceeds we receive 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, we expect these fees to increase. These factors gave rise to the increase in fees compared to 2000. In 2001 and 2000, interest relates to long-term debt, non-recourse debt and to borrowings under the line of credit. The amounts we have borrowed have increased compared to 2000 and have caused the increase in interest expense. Our results of operations in 2001 and 2000 are not comparable as a result of significant acquisitions of lease equipment in 2000 and 2001. 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. Item 5. Other Information. Inapplicable. 15 Item 6. Exhibits And Reports On Form 8-K. (a)Documents filed as a part of this report 1. Financial Statements Included in Part I of this report: Balance Sheets, September 30, 2001 and December 31, 2000. Income statements for the nine and three month periods ended September 30, 2001 and 2000. Statement of changes in partners' capital for the nine month period ended September 30, 2001. Statements of cash flows for the nine and three month periods ended September 30, 2001 and 2000. 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 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 12, 2001 ATEL CAPITAL EQUIPMENT FUND VIII, LLC (Registrant) By: ATEL Financial Corporation Managing Member of Registrant By: /s/ DEAN L. CASH ------------------------------------- Dean Cash President and Chief Executive Officer of Managing Member By: /s/ PARITOSH K. CHOKSI ------------------------------------- Paritosh K. Choksi Executive Vice President of Managing Member and Principal financial officer of registrant By: /s/ DONALD E. CARPENTER ------------------------------------- Donald E. Carpenter Principal accounting officer of registrant 17