-----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, UOwKk4RZyyBzUHbqcbxlg7m86rpiNwcZDc9SQAqOjKy7j9nqpdop2BgNIf30I6/3 TmnEs0OSvHFy84o/DowXPQ== 0001193125-10-117415.txt : 20100512 0001193125-10-117415.hdr.sgml : 20100512 20100512153446 ACCESSION NUMBER: 0001193125-10-117415 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100512 DATE AS OF CHANGE: 20100512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATEL CAPITAL EQUIPMENT FUND X LLC CENTRAL INDEX KEY: 0001186258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 680517690 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50687 FILM NUMBER: 10824304 BUSINESS ADDRESS: STREET 1: 600 CALIFORNIA ST STREET 2: 6TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 4159898800 MAIL ADDRESS: STREET 1: 600 CALIFORNIA ST STREET 2: 6TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94108 10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2010

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from              to             

Commission File number 000-50687

ATEL Capital Equipment Fund X, LLC

(Exact name of registrant as specified in its charter)

 

California   68-0517690
(State or other jurisdiction of
Incorporation or organization)
  (I. R. S. Employer
Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrant’s telephone number, including area code (415) 989-8800

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Liability Company Units

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant 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  ¨    No  ¨

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  ¨   Accelerated filer  ¨   Non-accelerated filer  ¨   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  ¨    No  x

The number of Limited Liability Company Units outstanding as of April 30, 2010 was 13,971,486.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 


Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

Index

 

Part I.    Financial Information    3

Item 1.

   Financial Statements (Unaudited)    3
   Balance Sheets, March 31, 2010 and December 31, 2009    3
   Statements of Operations for the three months ended March 31, 2010 and 2009    4
   Statements of Changes in Members’ Capital for the year ended December 31, 2009 and for the three months ended March 31, 2010    5
   Statements of Cash Flows for the three months ended March 31, 2010 and 2009    6
   Notes to the Financial Statements    7

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    22

Item 4T.

   Controls and Procedures    27
Part II.    Other Information    28

Item 1.

   Legal Proceedings    28

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    28

Item 3.

   Defaults Upon Senior Securities    28

Item 4.

   [RESERVED]    28

Item 5.

   Other Information    28

Item 6.

   Exhibits    28
   EXHIBIT 31.1   
   EXHIBIT 31.2   
   EXHIBIT 32.1   
   EXHIBIT 32.2   

 

2


Table of Contents

Part I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

ATEL CAPITAL EQUIPMENT FUND X, LLC

BALANCE SHEETS

MARCH 31, 2010 AND DECEMBER 31, 2009

(in thousands)

(Unaudited)

 

     March 31,
2010
   December 31,
2009
ASSETS      

Cash and cash equivalents

   $ 12,826    $ 12,866

Accounts receivable, net of allowance for doubtful accounts of $35 at March 31, 2010 and $48 at December 31, 2009

     769      1,032

Notes receivable, net of unearned interest income of $416 at March 31, 2010 and $465 at December 31, 2009

     2,057      2,276

Due from affiliates

     —        1,009

Prepaid expenses and other assets

     105      121

Investment in securities

     248      248

Investments in equipment and leases, net of accumulated depreciation of $67,516 at March 31, 2010 and $64,825 at December 31, 2009

     86,827      92,520
             

Total assets

   $ 102,832    $ 110,072
             
LIABILITIES AND MEMBERS’ CAPITAL      

Accounts payable and accrued liabilities:

     

Managing Member

   $ 330    $ 122

Accrued distributions to Other Members

     1,313      1,313

Other

     649      679

Accrued interest payable

     170      118

Interest rate swap contracts

     879      967

Deposits due lessees

     90      90

Non-recourse debt

     29,916      30,921

Receivables funding program obligation

     22,894      25,781

Unearned operating lease income

     1,336      2,115
             

Total liabilities

     57,577      62,106
             

Commitments and contingencies

     

Total Members’ capital

     45,255      47,966
             

Total liabilities and Members’ capital

   $           102,832    $           110,072
             

See accompanying notes.

 

3


Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(in thousands, except per unit data)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2010     2009  

Revenues:

    

Leasing activities:

    

Operating leases

   $ 5,955      $ 6,761   

Direct financing leases

     1,011        84   

Interest on notes receivable

     49        128   

(Loss) gain on sales of assets and early termination of notes

     (27     11   

Gain (loss) on sales of securities

     2        (54

Other interest

     —          1   

Other

     34        9   
                

Total revenues

     7,024        6,940   

Expenses:

    

Depreciation of operating lease assets

     5,041        5,676   

Asset management fees to Managing Member

     303        281   

Acquisition expense

     35        42   

Cost reimbursements to Managing Member

     322        225   

Amortization of initial direct costs

     100        112   

Interest expense

     841        701   

(Reversal of provision) provision for credit losses

     (13     128   

Provision for losses on investment in securities

     —          50   

Professional fees

     149        126   

Franchise fees and taxes

     6        1   

Outside services

     27        19   

Other

     51        45   
                

Total operating expenses

     6,862        7,406   

Other income, net

     148        167   
                

Net income (loss)

   $ 310      $ (299
                

Net income (loss):

    

Managing Member

   $ 227      $ 227   

Other Members

     83        (526
                
   $ 310      $ (299
                

Net income (loss) per Limited Liability Company Unit (Other Members)

   $ 0.01      $ (0.04

Weighted average number of Units outstanding

     13,971,486        13,972,375   

See accompanying notes.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

YEAR ENDED DECEMBER 31, 2009

AND

THREE MONTHS ENDED

MARCH 31, 2010

(in thousands, except per unit data)

(Unaudited)

 

     Other Members     Managing
Member
    Total  
     Units     Amount      

Balance December 31, 2008

   13,975,486      $ 59,087      $ —        $ 59,087   

Repurchases of Units

   (4,000     (26     —          (26

Distributions to Other Members ($0.80 per Unit)

   —          (11,178     —          (11,178

Distributions to Managing Member

   —          —          (906     (906

Net income

   —          83        906        989   
                              

Balance December 31, 2009

   13,971,486        47,966        —          47,966   

Distributions to Other Members ($0.20 per Unit)

   —          (2,794     —          (2,794

Distributions to Managing Member

   —          —          (227     (227

Net income

   —          83        227        310   
                              

Balance March 31, 2010

   13,971,486      $         45,255      $             —        $         45,255   
                              

See accompanying notes.

 

5


Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
           2010                 2009        

Operating activities:

    

Net income (loss)

   $ 310      $ (299

Adjustment to reconcile net loss to cash provided by operating activities:

    

Loss (gain) on sales of lease assets and early termination of notes

     27        (11

Depreciation of operating lease assets

     5,041        5,676   

Amortization of initial direct costs

     100        112   

Amortization of unearned income on direct financing leases

     (1,011     (84

Amortization of unearned income on notes receivable

     (49     (128

(Reversal of provision) provision for credit losses

     (13     128   

Provision for losses on investment in securities

     —          50   

Change in fair value of interest rate swap contracts

     (88     (216

(Gain) loss on sale of securities

     (2     54   

Changes in operating assets and liabilities:

    

Accounts receivable

     276        (211

Prepaid and other assets

     16        11   

Due from affiliates

     5        —     

Accounts payable, Managing Member

     208        (80

Accounts payable, other

     (30     (600

Accrued interest payable

     52        (14

Unearned operating lease income

     (779     81   
                

Net cash provided by operating activities

     4,063        4,469   
                

Investing activities:

    

Purchases of equipment on operating leases

     (149     (711

Proceeds from sales of lease assets and early termination of notes

     429        178   

Payments of initial direct costs

     (1     (21

Payments received on direct financing leases

     1,259        280   

Proceeds from sale of securities

     2        71   

Payments received on notes receivable

     266        472   
                

Net cash provided by investing activities

     1,806        269   
                

Financing activities:

    

Borrowings under acquisition facility

     —          3,000   

Repayments under acquisition facility

     —          (1,000

Repayments under non-recourse debt

     (1,005     —     

Repayments under receivables funding program

     (2,887     (3,511

Settlement of amount due from affiliate (transfer of lease assets)

     1,004        —     

Rescissions/repurchases of Units

     —          (26

Distributions to Other Members

     (2,794     (2,794

Distributions to Managing Member

     (227     (227
                

Net cash used in financing activities

     (5,909     (4,558
                

Net (decrease) increase in cash and cash equivalents

     (40     180   

Cash and cash equivalents at beginning of period

     12,866        3,050   
                

Cash and cash equivalents at end of period

   $ 12,826      $ 3,230   
                

Supplemental disclosures of cash flow information:

    

Cash paid during the period for interest

   $ 789      $ 856   
                

Cash paid during the period for taxes

   $ 1      $ 1   
                

Schedule of non-cash transactions:

    

Distributions declared and payable to Other Members at period-end

   $           1,313      $           1,313   
                

See accompanying notes.

 

6


Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

1. Organization and Limited Liability Company matters:

ATEL Capital Equipment Fund X, LLC (the “Company”) was formed under the laws of the State of California on August 12, 2002 for the purpose of 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 of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company. The Company may continue until December 31, 2021.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. On April 9, 2003, subscriptions for the minimum number of Units (120,000, representing $1.2 million) had been received (excluding subscriptions from Pennsylvania investors) and AFS requested that the subscriptions be released to the Company. On that date, the Company commenced operations in its primary business. As of March 11, 2005, the offering was terminated. As of that date, subscriptions for 14,059,136 Units ($140.6 million) had been received, of which 87,650 Units ($720 thousand) were subsequently rescinded or repurchased by the Company through March 31, 2010. As of March 31, 2010, 13,971,486 Units remain issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Company’s invested capital; (ii) generates regular distributions to the members of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated) which ends on December 31, 2011 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Company is governed by the Limited Liability Company Operating Agreement (“Operating Agreement”), as amended.

Pursuant to the terms of the Operating Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Company (See Note 5). 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.

The Company, or AFS on behalf of the Company, has incurred costs in connection with the organization, registration and issuance of the Limited Liability Company Units (See Note 5). The amount of such costs to be borne by the Company is limited by certain provisions of the Company’s Operating Agreement. The Company will pay AFS and affiliates of AFS substantial fees which may result in a conflict of interest. The Company will pay substantial fees to AFS and its affiliates before distributions are paid to investors even if the Company does not produce profits. Therefore, the financial position of the Company could change significantly.

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, 2009, 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. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year.

 

7


Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

 

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on equity or net income.

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 March 31, 2010, up until the issuance of the financial statements. No events were noted which would require 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 determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.

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 Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its equipment leasing business operates as one reportable segment because: a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Company has not chosen to organize its business around geographic areas.

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 Company’s total revenues for the three months ended March 31, 2010 and 2009 and long-lived tangible assets as of March 31, 2010 and December 31, 2009 (in thousands):

 

     For the three months ended March 31,  
     2010    % of Total     2009    % of Total  

Revenue:

          

United States

   $ 6,507    93   $ 6,398    92
                          

United Kingdom

     408    6     493    7

Canada

     109    1     49    1
                          

Total International

     517    7     542    8
                          

Total

   $         7,024        100   $         6,940        100
                          

 

8


Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

 

     As of March 31,     As of December 31,  
     2010    % of Total     2009    % of Total  

Long-lived tangible assets:

          

United States

   $ 82,439    95   $ 87,689    95
                          

United Kingdom

     3,114    4     3,449    4

Canada

     1,274    1     1,382    1
                          

Total International

     4,388    5     4,831    5
                          

Total

   $         86,827        100   $         92,520        100
                          

Investment in securities:

From time to time, the Company may purchase securities of its borrowers or receive warrants to purchase securities in connection with its lending arrangements.

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 issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments. Accordingly, such investment is stated at cost. There were no impaired securities at March 31, 2010 and December 31, 2009. At March 31, 2009, the Company deemed an investment security to be impaired. Accordingly, the Company recorded a fair value adjustment of approximately $50 thousand which reduced the cost basis of the investment. The impaired investment security was disposed of during the second quarter of 2009.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At March 31, 2010 and December 31, 2009, the Managing Member estimated the fair value of the warrants to be nominal in amount.

Other income, net:

The Company’s other income (expense), net for the three months ended March 31, 2010 and 2009 consists of the following (in thousands):

 

     Three Months
Ended March  31,
 
     2010    2009  

Foreign currency gain (loss)

   $ 60    $ (49

Change in fair value of interest rate swap contracts

     88      216   
               
   $       148    $       167   
               

 

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Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

 

Per Unit data:

Net income (loss) and distributions per Unit are based upon the weighted average number of Other Members’ Units outstanding during the period.

Recent accounting pronouncements:

In February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09 “Subsequent Events - Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends FASB ASC Topic 855, Subsequent Events, so that SEC filers no longer are required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. ASU No. 2010-09 was effective immediately and was adopted by the Company for its yearend 2009 reporting period with no impact on its financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosure about Fair Value Measurement” (“ASU 2010-06”). ASU 2010-06 requires additional disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements, and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. Except for the Level 3 reconciliation disclosures, which will be effective for fiscal years beginning after December 15, 2010, the guidance became effective for the Company beginning January 1, 2010 and was adopted during the first quarter of 2010 with no impact on the Company’s financial position, results of operations or cash flows.

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are 36 to 120 months and bear interest at rates ranging from 8% to 14%. The notes are secured by the equipment financed. The notes mature from 2010 through 2016.

There were no impaired notes at March 31, 2010 and December 31, 2009. At March 31, 2009, the Company carried a $479 thousand reserve for impairment losses related to a $499 thousand note receivable. The impaired note was subsequently written-off during the third quarter of 2009. There were no notes receivable on non-accrual status as of March 31, 2010 and December 31, 2009.

As of March 31, 2010, the minimum future payments receivable are as follows (in thousands):

 

Nine months ending December 31, 2010      $ 623   
Year ending December 31, 2011        571   
2012        406   
2013        295   
2014        221   
2015        166   
Thereafter        187   
          
       2,469   
Less: portion representing unearned interest income        (416
          
       2,053   
Unamortized indirect costs        4   
          
Notes receivable, net      $  2,057   
          

 

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Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

3. Notes receivable, net (continued):

 

IDC amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three months ended March 31, 2010 and 2009 are as follows (in thousands):

 

     Three months ended
March 31,
     2010    2009

IDC amortization - notes receivable

   $ 1    $ 3

IDC amortization - lease assets

     99      109
             

Total

   $       100    $       112
             

4. Investment in equipment and leases, net:

The Company’s investment in equipment leases consists of the following (in thousands):

 

     Balance
December 31,
2009
   Reclassifications
&
Additions /
Dispositions
    Depreciation/
Amortization
Expense or
Amortization of
Leases
    Balance
March 31,
2010

Net investment in operating leases

   $ 71,095    $ (328   $ (5,039   $ 65,728

Net investment in direct financing leases

     20,645      23        (248     20,420

Assets held for sale or lease, net

     87      —          (2     85

Initial direct costs, net of accumulated amortization of $1,057 at March 31, 2010 and $1,068 at December 31, 2009

     693      1        (100     594
                             

Total

   $           92,520    $           (304   $           (5,389   $           86,827
                             

Additions to net investment in operating leases are stated at cost. IDC amortization expense related to operating leases and direct finance leases totaled $99 thousand and $109 thousand for the respective three months ended March 31, 2010 and 2009.

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. Impairment losses are recorded as an adjustment to the net investment in operating leases. No impairment losses were recorded during the three months ended March 31, 2010 and 2009. Depreciation expense on property subject to operating leases and property held for lease or sale was approximately $5.0 million and $5.7 million for the three months ended March 31, 2010 and 2009, respectively.

All of the leased property was acquired in years beginning with 2003 through 2010.

On April 30, 2009, a major lessee, Chrysler Corporation, filed for bankruptcy protection under Chapter 11. Under a pre-package agreement, a new company was formed to purchase the assets of old Chrysler – its plants, brands, land, equipment, as well as its contracts with the union, dealers and suppliers – from the bankruptcy court. Under this agreement, the Company had its leases with the old, bankrupt Chrysler assumed by the new Chrysler, Chrysler Group, LLC, which is 35% owned by Fiat. The Company, in accordance with its accounting policy for delinquent operating leases, has placed all operating leases with Chrysler on non-accrual status pending resumption of recurring payment activity. The new Chrysler has remitted payments relative to the affirmed leases. However, at March 31, 2010, the account remains on cash basis in accordance with Company policy as the short payment history of the new Chrysler does not yet substantiate its ability to maintain accounts current.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

4. Investment in equipment and leases, net (continued):

 

At March 31, 2010 and December 31, 2009, net investment in equipment underlying all lease contracts placed on a cash basis approximated $940 thousand and $1.0 million, all of which were related to Chrysler. The Company also considered the equipment underlying the lease contracts for impairment and believes that such equipment is not impaired as of March 31, 2010 and December 31, 2009.

Operating leases:

Property on operating leases consists of the following (in thousands):

 

     Balance
December  31,
2009
    Additions     Reclassifications
or Dispositions
    Balance
March  31,
2010
 

Materials handling

   $ 39,128      $ 83      $ (729   $ 38,482   

Transportation, other

     30,951        —          —          30,951   

Transportation, rail

     22,293        —          (2,392     19,901   

Manufacturing

     12,683        —          —          12,683   

Construction

     10,376        —          —          10,376   

Aircraft

     4,732        66        —          4,798   

Logging & lumber

     4,728        —          —          4,728   

Mining

     3,248        —          —          3,248   

Petro/natural gas

     2,446        —          —          2,446   

Agriculture

     1,509        —          —          1,509   

Research

     1,443        —          —          1,443   

Data processing

     937        —          —          937   

Other

     571        —          —          571   
                                
     135,045        149        (3,121     132,073   

Less accumulated depreciation

     (63,950     (5,039     2,644        (66,345
                                

Total

   $       71,095      $       (4,890   $     (477   $     65,728   
                                

The average estimated residual value for assets on operating leases was 22% and 23% of the assets’ original cost at March 31, 2010 and December 31, 2009, respectively. Operating leases in non-accrual status totaled $940 thousand and $1.0 million at March 31, 2010 and December 31, 2009, respectively.

Direct financing leases:

As of March 31, 2010 and December 31, 2009, investment in direct financing leases consists of railcars, manufacturing, mining and materials handling equipment. The following lists the components of the Company’s investment in direct financing leases as of March 31, 2010 and December 31, 2009 (in thousands):

 

     March 31,
2010
    December 31,
2009
 

Total minimum lease payments receivable

   $ 32,079      $ 33,303   

Estimated residual values of leased equipment (unguaranteed)

     6,479        6,479   
                

Investment in direct financing leases

     38,558        39,782   

Less unearned income

     (18,138     (19,137
                

Net investment in direct financing leases

   $       20,420      $       20,645   
                

There were no investments in direct financing lease assets in non-accrual status at March 31, 2010 and December 31, 2009.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

4. Investment in equipment and leases, net (continued):

 

At March 31, 2010, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

 

          Operating
Leases
   Direct
Financing
Leases
   Total
Nine months ending December 31, 2010       $ 14,652    $ 4,440    $ 19,092
Year ending December 31, 2011         12,531      5,298      17,829
2012         8,233      4,946      13,179
2013         5,159      4,723      9,882
2014         2,433      4,538      6,971
2015         922      4,450      5,372
Thereafter         57      3,684      3,741
                       
      $ 43,987    $ 32,079    $ 76,066
                       

The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. The useful lives for investment in leases by category are as follows (in years):

 

Equipment category

   Useful Life

Mining

   30 - 40

Transportation, rail

   30 - 35

Aircraft

   20 - 30

Manufacturing

   10 - 20

Construction

   7 - 10

Logging & lumber

   7 - 10

Materials handling

   7 - 10

Petro/natural gas

   7 - 10

Transportation, other

   7 - 10

Research

   7 - 10

Agriculture

   7 - 10

Data processing

   3 - 5

5. 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 in 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 services and general administrative services for the Company are performed by AFS.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

5. Related party transactions (continued):

 

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 total 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 March 31, 2010, the Company has not exceeded the annual and/or cumulative limitations discussed above.

During the three months ended March 31, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Operating Agreement as follows (in thousands):

 

     Three Months Ended
March 31,
     2010    2009

Costs reimbursed to Managing Member and/or affiliates

   $ 322    $ 225

Asset management fees to Managing Member and/or affiliates

     303      281

Acquisition and initial direct costs paid to Managing Member

     36      56
             
   $     661    $     562
             

During December 2009, operating lease assets were purchased and a lease agreement entered into by the Company with an original cost of $1.0 million. During the same month, the assets and associated lease were transferred to an affiliate of the Company resulting in an amount due from an affiliate equivalent to the original cost of the assets. The amount due from the affiliate was settled in January 2010.

6. Non-recourse debt:

At March 31, 2010, non-recourse debt consists of notes payable to financial institutions. The notes are due in varying quarterly and semi-annual installments. Interest on the notes is at fixed rates ranging from 4.19% to 6.66%. The notes are secured by assignments of lease payments and pledges of assets. At March 31, 2010, gross operating lease rentals and future payments on direct financing leases totaled approximately $35.9 million over the remaining lease terms; and the carrying value of the pledged assets is $22.3 million. The notes mature at various dates from 2010 through 2017.

The non-recourse notes payable does not contain any material financial covenant. The note is secured by a lien granted by the Company to the non-recourse lender on (and only on) the discounted lease transaction. The lender has 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 this specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of non-recourse note as a general obligation or liability of the Company. Although the Company does not have any direct general liability in connection with the non-recourse note apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lender, such as warranties as to genuineness of the transaction parties’ signatures, as to the genuineness of the lease chattel paper or the transaction as a whole, or as to the Company’s 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 a non-recourse discount financing obligation. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with this non-recourse obligation, the Company has determined that there are no material covenants with respect to the non-recourse note that warrant footnote disclosure.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

6. Non-recourse debt (continued):

 

Future minimum payments of non-recourse debt are as follows (in thousands):

 

         Principal    Interest    Total
Nine months ending December 31, 2010      $ 3,435    $ 1,362    $ 4,797
Year ending December 31, 2011        4,719      1,564      6,283
2012        4,931      1,264      6,195
2013        4,689      954      5,643
2014        4,013      679      4,692
2015        4,208      410      4,618
Thereafter        3,921      134      4,055
                      
     $ 29,916    $   6,367    $ 36,283
                      

7. Borrowing facilities:

The Company participates with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions which Credit Facility includes certain financial covenants. The Credit Facility is for an amount up to $75 million and expires in June 2010.

As of March 31, 2010 and December 31, 2009, borrowings under the facility were as follows (in thousands):

 

     March 31,
2010
    December 31,
2009
 

Total amount available under the financing arrangement

   $ 75,000      $ 75,000   

Amount borrowed by the Company under the acquisition facility

     —          —     

Amounts borrowed by affiliated partnerships and limited liability companies under the working capital, acquisition and warehouse facilities

     (1,159     (1,750
                

Total remaining available under the working capital, acquisition and warehouse facilities

   $       73,841      $ 73,250   
                

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of March 31, 2010, the aggregate amount remaining unutilized under the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under the Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.

As of March 31, 2010, the Company’s Tangible Net Worth requirement under the Credit Facility was $15.0 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $46.1 million, 1.15 to 1, and 7.91 to 1, respectively, as of March 31, 2010. As such, as of March 31, 2010, the Company and its affiliates were in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

7. Borrowing facilities (continued):

 

Fee and interest terms

The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. The Company has no outstanding borrowings under the acquisition facility at both March 31, 2010 and December 31, 2009. The weighted average interest rate on borrowings was 2.41% during the three months ended March 31, 2009.

Warehouse facility

To hold the assets under the Warehousing Facility prior to allocation to specific investor programs, a Warehousing Trust has been entered into by the Company, AFS, ALC, and certain of the affiliated partnerships and limited liability companies. The Warehousing Trust is used by the Warehouse Facility borrowers to acquire and hold, on a short-term basis, certain lease transactions that meet the investment objectives of each of such entities. Each of the leasing programs sponsored by AFS and ALC currently in its acquisition stage is a pro rata participant in the Warehousing Trust, as described below. When a program no longer has a need for short term financing provided by the Warehousing Facility, it is removed from participation, and as new leasing investment entities are formed by AFS and ALC and commence their acquisition stages, these new entities are added.

As of March 31, 2010, the investment program participants were the Company, ATEL Capital Equipment Fund XI, LLC and ATEL 12, LLC. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro rata portion of the obligations of each of the affiliated partnerships and limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

As of March 31, 2010, borrowings of $1.2 million were outstanding under the Warehouse Facility. The Company’s maximum obligation on the outstanding warehouse balance at March 31, 2010 was approximately $621 thousand. As of December 31, 2009, there were no borrowings under the Warehouse Facility.

8. Receivables funding program:

As of March 31, 2010, the Company had amounts outstanding under an $80 million receivables funding program (the “RF Program”) with a receivables financing company that issued commercial paper rated A1 from Standard and Poor’s and P1 from Moody’s Investors Service. Under the RF Program, the lender holds liens against the Company’s assets. The lender is in a first position against certain specified assets and in either a subordinated or shared position against the remaining assets. The RF Program does not contain any credit risk related default contingencies and is scheduled to mature in July 2014 at which time advances under the RF Program are to be repaid in full.

The RF Program provides for borrowing at a variable interest rate and requires the Company, to enter into interest rate swap agreements with certain hedge counterparties (also rated A1/P1) to mitigate the interest rate risk associated with a variable interest rate note. The RF Program allows the Company to have a more cost effective means of obtaining debt financing than available for individual non-recourse debt transactions.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

8. Receivables funding program (continued):

 

The Company had approximately $22.9 million and $25.8 million outstanding under the RF Program at March 31, 2010 and December 31, 2009, respectively. During the three months ended March 31, 2010 and 2009, the Company paid program fees, as defined in the receivables funding agreement, totaling $24 thousand and $38 thousand, respectively. The RF Program fees are included in interest expense in the Company’s statements of operations.

As of March 31, 2010, the Company has entered into interest rate swap agreements to receive or pay interest on a notional principal of $22.9 million based on the difference between nominal rates ranging from 3.21% to 5.39% and variable rates that ranged from 0.23% to 0.24%. As of December 31, 2009, the Company had interest rate swap agreements to receive or pay interest on a notional principal of $25.8 million based on the difference between the same nominal rates and variable rates that ranged from 0.24% to 0.55%. No actual borrowing or lending is involved. The termination of the swaps coincides with the maturity of the debt. Through the swap agreements, the interest rates have been effectively fixed. 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. The interest rate swaps are not designated as hedging instruments and are carried at fair value on the balance sheet with unrealized gain/loss included in the statements of operations in other income/(expense).

In conjunction with the RF Program, the lender under the RF Program has entered into an inter-creditor agreement with the lenders under the Credit Facility with the respect to priority and the sharing of collateral pools of the Company, including the Acquisition Facility and Warehouse Facility described in Note 7 above. Among the provisions of the inter-creditor agreement are cross-default provisions and acceleration provisions requiring payment before stated maturity in a default situation.

At March 31, 2010 and December 31, 2009, borrowings and interest rate swap agreements under the RF Program are as follows (in thousands):

 

Date Borrowed

   Original
Amount
Borrowed
   Balance
March 31,
2010
   Notional
Balance
March 31,
2010
   Swap
Value
March 31,
2010
    Payment Rate
On Interest
Swap
Agreement
 

January 16, 2007

   $ 12,365    $ 3,649    $ 3,649    $ (171   5.15

July 2, 2007

     7,222      1,597      1,597      (73   5.39

September 19, 2007

     6,874      3,143      3,143      (167   4.83

January 15, 2008

     10,018      3,266      3,266      (96   3.58

March 27, 2008

     5,410      3,694      3,694      (201   3.21

May 16, 2008

     10,194      5,593      5,593      (123   3.69

May 28, 2008

     5,470      1,952      1,952      (48   3.49
                               
   $ 57,553    $ 22,894    $ 22,894    $ (879  
                               

Date Borrowed

   Original
Amount
Borrowed
   Balance
December 31,
2009
   Notional
Balance
December 31,
2009
   Swap
Value
December 31,
2009
    Payment Rate
On Interest
Swap
Agreement
 

January 16, 2007

   $ 12,365    $ 4,054    $ 4,054    $ (199   5.15

July 2, 2007

     7,222      1,917      1,917      (89   5.39

September 19, 2007

     6,874      3,454      3,454      (183   4.83

January 15, 2008

     10,018      3,845      3,845      (109   3.58

March 27, 2008

     5,410      3,919      3,919      (214   3.21

May 16, 2008

     10,194      6,257      6,257      (115   3.69

May 28, 2008

     5,470      2,335      2,335      (58   3.49
                               
   $ 57,553    $ 25,781    $ 25,781    $ (967  
                               

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

8. Receivables funding program (continued):

 

At March 31, 2010, the minimum repayment schedule under the Program is as follows (in thousands):

 

Nine Months Ending December 31, 2010        

     $ 8,371

Year ending December 31, 2011        

       6,857

2012        

       4,358

2013        

       2,528

2014        

       780
        
     $ 22,894
        

At March 31, 2010, there are specific leases that are identified as collateral under the Program with expected future lease receivables of approximately $23.5 million at their discounted present value.

During the three months ended March 31, 2010 and 2009, the weighted average interest rates on the RF Program were 1.18% and 2.82%, respectively. The RF Program discussed above includes certain financial and non-financial covenants applicable to the Company as borrower. The Company was in compliance with all covenants as of March 31, 2010 and December 31, 2009.

9. Commitments:

At March 31, 2010, there were commitments to purchase lease assets totaling approximately $1.4 million. This amount represents contract awards which may be cancelled by the prospective lessee or may not be accepted by the Company.

10. Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Company’s similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.

11. Member’s capital:

Units issued and outstanding were 13,971,486 at both March 31, 2010 and December 31, 2009. The Company was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial members (50 Units). The Company ceased offering Units on March 11, 2005.

The Company has the right, exercisable in the Manager’s discretion, but not the obligation, to repurchase Units of a Unit holder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Company is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund units is made in accordance with Section 13 of the Amended and Restated Limited Liability Company Operating Agreement. The repurchase would be at the discretion of the Manager on terms it determines to be appropriate under given circumstances,

 

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Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

11. Member’s capital (continued):

 

in the event that the Manager deems such repurchase to be in the best interest of the Company; provided, the Company is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the unit-holder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

As defined in the Operating Agreement, the Company’s net income, net losses, and distributions, are to be allocated 92.5% to the Other Members and 7.5% to AFS. In accordance with the terms of the Operating Agreement, additional allocations of income were made to AFS during the three months ended March 31, 2010 and 2009. The amounts allocated were determined to bring AFS’s ending capital account balance to zero at the end of the period.

Distributions to the Other Members were as follows (in thousands, except as to Units and per Unit data):

 

     Three Months Ended
March 31,
     2010      2009

Distributions declared

   $ 2,794      $ 2,794

Weighted average number of Units outstanding                            

         13,971,486            13,972,375
               

Weighted average distributions per Unit

   $ 0.20      $ 0.20
               

12. Fair value measurements:

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.

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 Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.

At March 31, 2010 and December 31, 2009, only the Company’s interest rate swap contracts were measured on a recurring basis. In addition, at December 31, 2009, the Company measured the fair value of impaired leased and off-lease equipment on a non-recurring basis. Such estimate of measurement methodology is as follows:

Interest rate swaps

The fair value of interest rate swaps is estimated using a valuation method (discounted cash flow) with inputs that are defined or that can be corroborated by observable market data. The discounted cash flow approach utilizes each swap’s notional amount, payment and termination dates, swap coupon, and the prevailing market rate and pricing data to determine the present value of the future swap payments. Accordingly, such swap contracts are classified within Level 2 of the valuation hierarchy.

 

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Table of Contents

ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

12. Fair value measurements (continued):

 

Impaired leased and off-lease equipment

There were no impaired lease assets as of March 31, 2010. During 2009, the Company deemed certain leased and off-lease equipment to be impaired. Accordingly, the Company recorded fair value adjustments of approximately $506 thousand which reduced the cost basis of the assets. Such fair value adjustments are non-recurring. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets are classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of such assets reflect significant inputs that are unobservable in the market. Such inputs reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not available in the market.

The following table presents the fair value measurement of assets and liabilities measured at fair value on a recurring and non-recurring basis and the level within the hierarchy in which the fair value measurements fall at March 31, 2010 and December 31, 2009 (in thousands):

 

     March 31,
2010
   Level 1
Estimated
Fair Value
   Level 2
Estimated
Fair Value
   Level 3
Estimated
Fair Value

Liabilities measured at fair value on a recurring basis:

           

Interest rate swaps

   $ 879    $ —      $ 879    $ —  
     December 31,
2009
   Level 1
Estimated
Fair Value
   Level 2
Estimated
Fair Value
   Level 3
Estimated
Fair Value

Assets measured at fair value on a non-recurring basis:

           

Impaired leased and off-lease assets

   $ 447    $ —      $ —      $ 447

Liabilities measured at fair value on a recurring basis:

           

Interest rate swaps

   $ 967    $ —      $ 967    $ —  

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. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

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 Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.

Cash and cash equivalents

The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.

Notes receivable

The fair value of the Company’s notes receivable is estimated using discounted cash flow analyses, based upon current market rates for similar types of lending arrangements.

 

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ATEL CAPITAL EQUIPMENT FUND X, LLC

NOTES TO FINANCIAL STATEMENTS

12. Fair value measurements (continued):

 

Investment in securities

The Company’s investment securities are not registered for public sale and are carried at cost. The investment securities are adjusted for impairment, if any, based upon factors which include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments. Accordingly, such investment is stated at cost.

Borrowings

Borrowings include the outstanding amounts on the Company’s acquisition facility. The carrying amount of these variable rate obligations approximate fair value based on current borrowing rates for similar types of borrowings.

Non-recourse debt

The fair value of the Company’s non-recourse debt is estimated using discounted cash flow analyses, based upon current market borrowing rates for similar types of borrowing arrangements.

Limitations

The fair value estimates presented herein were based on pertinent information available to the Company as of March 31, 2010 and December 31, 2009. Although the Company is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

The following table presents estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at March 31, 2010 and December 31, 2009 (in thousands):

 

     March 31, 2010    December 31, 2009
     Carrying
Amount
   Estimated
Fair Value
   Carrying
Amount
   Estimated
Fair Value

Financial assets:

           

Cash and cash equivalents

   $  12,826    $ 12,826    $ 12,866    $ 12,866

Notes receivable

     2,057      2,057      2,276      2,276

Financial liabilities:

           

Non-recourse debt

     29,916      29,769      30,921      30,653

Borrowings

     22,894      22,894      25,781      25,781

Interest rate swap contracts

     879      879      967      967

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the 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 Company’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Company’s 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 market 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 X, LLC (the “Company”) is a California limited liability company that was formed in August 2002 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing 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.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. The offering was terminated in March 2005. During 2005, the Company completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Company has utilized its credit facilities and reinvested cash flow in excess of certain amounts required to be distributed to the Other Members to acquire additional equipment. Throughout the Reinvestment Period, which ends December 31, 2011, the Company anticipates continued reinvestment of cash flow in excess of minimum distributions and other obligations.

The Company may continue until December 31, 2021. Periodic distributions will be paid at the discretion of the Managing Member.

Results of Operations

The three months ended March 31, 2010 versus the three months ended March 31, 2009

The Company had net income of $310 thousand for the first quarter of 2010 as compared to a net loss of $299 thousand for the prior year period. The results for the first quarter of 2010 reflect a reduction in total operating expenses and a slight increase in total revenues when compared to the prior year period.

Revenues

Total revenues for the first quarter of 2010 increased by $84 thousand, or 1%, as compared to the prior year period. The increase was primarily due to a $927 thousand increase in direct financing lease revenues and a $56 thousand favorable change in gain recognized on the disposition of securities. These increases were offset, in part, by an $806 thousand decline in operating lease revenues and a $79 thousand decrease in interest income on notes receivable.

The increase in direct financing lease revenues represents revenues derived from new leases which commenced during the second half of 2009; and, the favorable change in gain on sale or disposition of securities was largely a result of a $62 thousand first quarter 2009 loss on the disposition of securities associated with a terminated note.

As partial offsets to the aforementioned increases in revenues, operating lease revenues declined largely due to the termination of a significant operating lease which was subsequently renewed as a direct financing lease during the second half of 2009; and, interest income on the notes receivable decreased as a result of maturities and/or early termination of the notes.

 

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Expenses

Total expenses for the first quarter of 2010 decreased by $544 thousand, or 7%, as compared to the prior year period on lower depreciation expense and provision for credit losses. These decreases were offset, in part, by increases in interest expense and cost reimbursements to AFS.

The decrease in depreciation expense totaled $635 thousand and was largely a result of the termination of a significant operating lease during the latter half of 2009 combined with runoff and sales of lease assets. The provision for credit losses declined by $141 thousand as the first quarter of 2009 amount included an approximate $128 thousand reserve related to delinquent notes and accounts receivable. In addition, the Company recorded an approximate $13 thousand net adjustment to reduce the reserve during the first quarter of 2010 as payments were received on previously reserved delinquent invoices.

As a partial offset, interest expense increased by $140 thousand largely as a result of higher non-recourse debt balances. Approximately $24.9 million of new non-recourse debt was added during the latter half of 2009 of which a portion of the proceeds were used to refurbish certain existing lease assets which were subsequently re-leased as direct financing leases. In addition, costs reimbursed to AFS increased by $97 thousand primarily due to a refinement of cost allocation methodologies employed by the Managing Member.

Other income, net

Other income, net for the first quarter of 2010 decreased by $19 thousand as compared to the prior year period. The net decrease in other income, net was a result of a $128 thousand unfavorable change in the fair value of the Company’s interest rate swap contracts, combined with a $109 thousand favorable change in foreign currency transaction gains and losses recognized during the first quarter of 2010 as compared to the prior year period.

The decrease in the value of the interest rate swaps was mostly driven by the lower interest rate environment offset, in part, by a decline in the notional balance of outstanding contracts since March 31, 2009. The lower interest rate environment adversely impacts the Company as the fixed rate payer in the swap contracts.

The favorable change in foreign currency gains or losses was primarily due to the period over period weakness of the U.S. currency against the British pound at the time of the transactions. The Company’s foreign currency transactions are primarily denominated in British pounds.

Capital Resources and Liquidity

The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source of liquidity for the Company is its cash flow from leasing activities. As the lease terms expire, the Company will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on AFS’s success in remarketing or selling the equipment as it comes off rental.

The changes in the Company’s cash flow for the three months ended March 31, 2010 when compared to the prior year period are as follows:

 

   

Operating Activities

Net cash provided by operating activities during the first quarter of 2010 decreased by $406 thousand as compared to the prior year period. The net decrease in cash flow was mainly due to a reduction in results of operations, as adjusted for non-cash revenue and expense items such as gains on sales of assets and depreciation expense, and a decline in unearned operating lease income. These decreases in cash flow were partially offset by a favorable year over year three-month change in accounts payable and accounts receivable activities.

The decrease in operating results, as adjusted for non-cash items, reduced cash flow by $967 thousand and was mainly a result of the decline in operating lease revenue and the increase in interest expense. Likewise, the decrease

 

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in unearned operating lease income reduced cash flow by $860 thousand and was attributable to a period over period reduction in advance billings and increased amortization of prepaid rents received in prior periods.

Partially offsetting the aforementioned decreases in cash flow were increases totaling $858 thousand and $487 thousand resulting from the favorable change in accounts payable and accounts receivable activities, respectively. The change in accounts payable was largely due to higher 2008 year-end accruals when compared to 2009. Such accruals related to higher amounts of asset purchase obligations and costs reimbursable to AFS. Accordingly, this resulted in higher amounts of payables paid during the first quarter of 2009 as compared to the current quarter.

The change in accounts receivable was mainly due to higher amounts of 2009 year-end billings as compared to year-end 2008, which resulted in higher amounts of receivables collected during the first quarter of 2010 as compared to the prior year period.

 

   

Investing Activities

Net cash provided by investing activities during the first quarter of 2010 increased by $1.5 million as compared to the prior year period. The net increase in cash flow was mainly due to a $979 thousand increase in payments received on direct financing leases, a $562 thousand decline in cash used to purchase lease assets and a $251 thousand increase in proceeds from sales of lease assets. These increases in cash flow were partially offset by a $206 thousand decline in payments received on notes receivable.

Payments received on direct financing leases increased primarily due to new leases which commenced during the second half of 2009. Purchases of lease assets decreased as a result of the decline in acquisition phase activity as the Fund has approached full investment; and, proceeds from sales of lease assets increased largely due to the higher number of assets and the change in the mix of assets sold.

As a partial offset, payments received on notes receivable declined mainly due to run-off and early termination of certain notes.

 

   

Financing Activities

Net cash used in financing activities during the first quarter of 2010 increased by $1.4 million as compared to the prior year period. The increase in cash used (decrease in cash flow) was largely due to a $2.4 million decrease in net borrowing activity comprised of a $3.0 million decrease in cash flow resulting from the absence of Company borrowings during the current quarter partially offset by a $619 thousand reduction in repayments.

The aforementioned decrease in cash flow was offset, in part, by the receipt of a $1.0 million settlement related to a December 31, 2009 reassignment of certain operating lease assets to an affiliate.

Throughout the reinvestment period, the Company anticipates reinvesting a portion of lease payments from assets owned, and/or payments received on notes receivable, in new leasing or financing transactions. Such reinvestment will occur only after the payment of all current obligations including debt (both principal and interest), the payment of management and acquisition fees to AFS and providing for cash distributions to the members.

In a normal economy, if inflation in the general economy becomes significant, it may affect the Company in as much 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 and notes would not increase as such rates are generally fixed for the terms of the leases and notes without adjustment for inflation. In addition, if interest rates increase significantly under such circumstances, the rates that the Company can obtain on future leases or financing transactions will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing and investments in notes receivable. Leases and notes already in place, for the most part, would not be affected by changes in interest rates.

The Company currently has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.

 

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Revolving credit facility

The Company participates with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate, with a syndicate of financial institutions.

Receivable funding program

In addition to the Credit Facility, as of March 31, 2010, the Company had amounts outstanding under an $80 million receivables funding program (the “RF Program”) with a receivables financing company that issued commercial paper rated A1 from Standard and Poor’s and P1 from Moody’s Investor Services. Under the RF Program, the lender holds liens against the Company’s assets. The lender is in a first position against certain specified assets and is in either a subordinated or shared position against the remaining assets. The ability to draw down on the RF Program terminated on July 31, 2008, and the RF Program matures in July 2014 upon repayment in full of all outstanding amounts due under the Program.

Compliance with covenants

The Credit Facility and the RF Program (collectively, the “Facilities”) include certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Facilities, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company and affiliates were in compliance with all covenants under the Facilities as of March 31, 2010. The Company considers certain financial covenants to be material to its ongoing use of the Facilities and these covenants are described below.

Material financial covenants

Under the Credit Facility, the Company is required to maintain a specific tangible net worth, to comply with a leverage ratio and an interest coverage ratio, and to comply with other terms expressed in the Credit Facility, including limitation on the incurrence of additional debt and guaranties, defaults, and delinquencies. The material financial covenants are summarized as follows:

Under both the RF Program and Credit Facility:

Minimum Tangible Net Worth: $15 million

Leverage Ratio (leverage to Tangible Net Worth): not to exceed 1.25 to 1

Under the Credit Facility Only:

Collateral Value: Collateral value under the Warehouse Facility must exceed outstanding borrowings under that facility.

EBITDA to Interest Ratio: Not less than 2 to 1 for the four fiscal quarters just ended.

“EBITDA” is defined under the Credit Facility as, for the relevant period of time (1) gross revenues (all payments from leases and notes receivable) for such period minus (2) expenses deducted in determining net income for such period plus (3) to the extent deducted in determining net income for such period (a) provision for income taxes and (b) interest expense, and (c) depreciation, amortization and other non-cash charges. Extraordinary items and gains or losses on (and proceeds from) sales or dispositions of assets outside of the ordinary course of business are excluded in the calculation of EBITDA. “Tangible Net Worth” is defined as, as of the date of determination, (i) the net worth of the Company, after deducting therefrom (without duplication of deductions) the net book amount of all assets of the Company, after deducting any reserves and other amounts for assets which would be treated as intangibles under accounting principles generally accepted in the United States of America (“GAAP”), and after certain other adjustments permitted under the agreements.

The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Facilities. As of March 31, 2010, the Company’s Tangible Net Worth requirement under the Credit Facility was $15 million and under the RF Program was $15 million, the permitted

 

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maximum leverage ratio under the Facilities was 1.25 to 1, and under the Credit Facility, the required minimum interest coverage ratio (EBITDA/interest expense) was 2 to 1. The Company was in compliance with each of these financial covenants with a minimum Tangible Net Worth, leverage ratio and (EBITDA) interest coverage ratio, as calculated per the Credit Facility agreement of $46.1 million, 1.15 to 1, and 7.91 to 1, respectively, as of March 31, 2010. As such, as of March 31, 2010, the Company and its affiliates were in compliance with all such material financial covenants.

Reconciliation to GAAP of EBITDA

For purposes of compliance with the Credit Facility covenants, the Company uses a financial calculation of EBITDA which is not in accordance with GAAP. The EBITDA is utilized by the Company to calculate one of its debt covenant ratios.

The following is a reconciliation of EBITDA to net income for the three months ended March 31, 2010 (in thousands):

    

Net income - GAAP basis

   $ 310     

Interest expense

     841     

Depreciation and amortization

     5,041     

Amortization of initial direct costs

     100     

Provision for doubtful accounts

     (13  

Change in fair value of interest rate swap contracts

     (88  

Payments received on direct finance leases

     1,259     

Payments received on notes receivable

     266     

Amortization of unearned income on direct finance leases

     (1,011  

Amorization of unearned income on notes receivable

     (49  
          

EBITDA (for Credit Facility financial covenant calculation only)

   $ 6,656     
          

Events of default, cross-defaults, recourse and security

The terms of both of the Facilities include standard events of default by the Company which, if not cured within applicable grace periods, could give lenders remedies against the Company, including the acceleration of all outstanding borrowings and a demand for repayment in advance of their stated maturity. If a breach of any material term of either of the Facilities should occur, the lenders may, at their option, increase borrowing rates, accelerate the obligations in advance of their stated maturities, terminate the facility, and exercise rights of collection available to them under the express terms of the facility, or by operation of law. The lenders also retain the discretion to waive a violation of any covenant at the Company’s request.

The Company is currently in compliance with its obligations under the Facilities. In the event of a technical default (e.g., the failure to timely file a required report, or a one-time breach of a financial covenant), the Company believes it has ample time to request and be granted a waiver by the lenders, or, alternatively, cure the default under the existing provisions of its debt agreements, including, if necessary, arranging for additional capital from alternate sources to satisfy outstanding obligations.

The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.

In conjunction with the RF Program, the lender under the RF Program has entered into an inter-creditor agreement with the lenders under the Credit Facility with respect to priority and the sharing of collateral pools of the Company, including under the Acquisition Facility and Warehouse Facility. Among the provisions of the inter-creditor agreement are cross-default provisions among the Credit Facility and the RF Program.

The Acquisition Facility is generally recourse solely to the Company, and is not cross-defaulted to any other obligations of affiliated companies under the Credit Facility, except as described in this paragraph, and in connection with the RF Program, as noted above. The Facilities are cross-defaulted to a default in the payment of any debt (other than non-recourse debt) or any other agreement or condition beyond the period of grace (not exceeding 30 days), the effect of which would entitle the lender under such agreement to accelerate the

 

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obligations prior to their stated maturity in an individual or aggregate principal amount in excess of 15% of the Company’s consolidated Tangible Net Worth with respect to the Credit Facility, and $2.5 million with respect to the RF Program. Also, a bankruptcy of AFS will trigger a default for the Company under the Credit Facility.

The Operating Agreement limits aggregate borrowings to 50% of the total cost of equipment. For detailed information on the Company’s debt obligations, see Notes 6 through 8 in Item 1. Financial Statements.

Due to the bankruptcy of a major lessee, Chrysler Corporation, in April 2009, the Company, in accordance with its accounting policy for allowance for doubtful accounts, has placed all operating and direct financing leases with Chrysler on non-accrual status pending resumption of recurring payment activity. As a result, the Company has provided for its related billed, but not yet paid, lease payments as of March 31, 2010 through its results of operations. The Company also considered the net book value of the equipment underlying the lease contracts of $940 thousand for impairment and believes that, as of March 31, 2010, no probable impairment exists.

The Company commenced periodic distributions, based on cash flows from operations, beginning with the month of April 2003. The first distribution payment was made in May 2003 and additional monthly and/or quarterly distributions have been consistently made through March 2010.

At March 31, 2010, there were commitments to purchase lease assets totaling approximately $1.4 million (see Note 9, Commitments, as set forth in Item 1. Financial Statements).

 

Item 4T. Controls and procedures.

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Company’s 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, which is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as it is applicable to the Company, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Company. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Company’s financial position or results of operations. No material legal proceedings are currently pending against the Company or against any of its assets.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. [Reserved].

 

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

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 12, 2010

 

    ATEL CAPITAL EQUIPMENT FUND X, LLC
    (Registrant)
By:   ATEL Financial Services, LLC    
  Managing Member of Registrant    
    By:  

/s/ Dean L. Cash

      Dean L. Cash
      President and Chief Executive Officer of 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
      Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (Managing Member)

 

29

EX-31.1 2 dex311.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF DEAN L. CASH Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean L. Cash, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ATEL Capital Equipment Fund X, LLC;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2010

 

/s/ Dean L. Cash
Dean L. Cash
President and Chief Executive Officer of
ATEL Financial Services, LLC (Managing Member)
EX-31.2 3 dex312.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF PARITOSH K. CHOKSI Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paritosh K. Choksi, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of ATEL Capital Equipment Fund X, LLC;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2010

 

/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)
EX-32.1 4 dex321.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 OF DEAN L. CASH Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ATEL Capital Equipment Fund X, LLC (the “Company”) on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean L. Cash, President and Chief Executive Officer of ATEL Financial Services, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 12, 2010

 

/s/ Dean L. Cash
Dean L. Cash
President and Chief Executive Officer of
ATEL Financial Services, LLC (Managing Member)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 5 dex322.htm CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 OF PARITOSH K. CHOKSI Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ATEL Capital Equipment Fund X, LLC (the “Company”) on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paritosh K. Choksi, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 12, 2010

 

/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)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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