UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
(Exact name of registrant as specified in its charter)
California | 20-1357935 | |
(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)
Registrants telephone number, including area code (415) 989-8800
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Limited Liability Company Units
Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of Limited Liability Company Units outstanding as of July 31, 2012 was 5,209,307.
None.
2
June 30, 2012 |
December 31, 2011 | |||||||
ASSETS |
||||||||
Cash and cash equivalents | $ | 1,790 | $ | 1,416 | ||||
Accounts receivable, net of allowance for doubtful accounts of $1 as of June 30, 2012 and $58 as of December 31, 2011 | 155 | 411 | ||||||
Notes receivable, net of unearned interest income of $149 and allowance for credit losses of $10 at June 30, 2012 and net of unearned interest income of $191 and allowance for credit losses of $2 at December 31, 2011 | 928 | 1,095 | ||||||
Investment in securities | 227 | 200 | ||||||
Investments in equipment and leases, net of accumulated depreciation of $26,145 as of June 30, 2012 and $27,956 as of December 31, 2011 | 13,688 | 16,144 | ||||||
Prepaid expenses and other assets | 75 | 10 | ||||||
Total assets | $ | 16,863 | $ | 19,276 | ||||
LIABILITIES AND MEMBERS CAPITAL |
||||||||
Accounts payable and accrued liabilities: |
||||||||
Managing Member | $ | 50 | $ | 111 | ||||
Accrued distributions to Other Members | 551 | 551 | ||||||
Other | 438 | 321 | ||||||
Non-recourse debt | 4,545 | 5,542 | ||||||
Unearned operating lease income | 199 | 166 | ||||||
Total liabilities | 5,783 | 6,691 | ||||||
Commitments and contingencies |
||||||||
Members capital: |
||||||||
Managing Member | | | ||||||
Other Members | 11,080 | 12,585 | ||||||
Total Members capital | 11,080 | 12,585 | ||||||
Total liabilities and Members capital | $ | 16,863 | $ | 19,276 |
See accompanying notes.
3
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Revenues: |
||||||||||||||||
Leasing and lending activities: |
||||||||||||||||
Operating leases | $ | 1,415 | $ | 1,786 | $ | 3,071 | $ | 3,638 | ||||||||
Direct financing leases | 33 | 27 | 45 | 54 | ||||||||||||
Interest on notes receivable | 19 | 26 | 41 | 55 | ||||||||||||
Gain (loss) of sales of lease assets and early termination of notes |
77 | (6 | ) | 200 | (1 | ) | ||||||||||
Gain on sales or dispositions of securities | 1 | 25 | 1 | 32 | ||||||||||||
Unrealized gain on securities | 6 | | 59 | | ||||||||||||
Other | 16 | 2 | 37 | 25 | ||||||||||||
Total revenues | 1,567 | 1,860 | 3,454 | 3,803 | ||||||||||||
Expenses: |
||||||||||||||||
Depreciation of operating lease assets | 793 | 1,092 | 1,596 | 2,393 | ||||||||||||
Asset management fees to Managing Member | 84 | 87 | 172 | 177 | ||||||||||||
Acquisition expense | | 20 | 12 | 43 | ||||||||||||
Cost reimbursements to Managing Member | 103 | 114 | 216 | 234 | ||||||||||||
(Reversal of provision) provision for credit losses | (59 | ) | 10 | (49 | ) | 46 | ||||||||||
Impairment losses on equipment | 34 | 37 | 34 | 37 | ||||||||||||
Provision for losses on investment in securities | | 2 | 32 | 57 | ||||||||||||
Amortization of initial direct costs | 6 | 10 | 13 | 26 | ||||||||||||
Interest expense | 72 | 107 | 152 | 224 | ||||||||||||
Professional fees | 16 | 16 | 65 | 74 | ||||||||||||
Outside services | 24 | 7 | 32 | 15 | ||||||||||||
Other | 46 | 37 | 81 | 71 | ||||||||||||
Total operating expenses | 1,119 | 1,539 | 2,356 | 3,397 | ||||||||||||
Other income, net | | | 1 | | ||||||||||||
Net income | $ | 448 | $ | 321 | $ | 1,099 | $ | 406 | ||||||||
Net income: |
||||||||||||||||
Managing Member | $ | 98 | $ | 98 | $ | 195 | $ | 195 | ||||||||
Other Members | 350 | 223 | 904 | 211 | ||||||||||||
$ | 448 | $ | 321 | $ | 1,099 | $ | 406 | |||||||||
Net income per Limited Liability Company Unit (Other Members) |
$ | 0.07 | $ | 0.04 | $ | 0.17 | $ | 0.04 | ||||||||
Weighted average number of Units outstanding | 5,209,307 | 5,209,307 | 5,209,307 | 5,209,307 |
See accompanying notes.
4
Other Members | Managing Member | Total | ||||||||||||||
Units | Amount | |||||||||||||||
Balance December 31, 2010 | 5,209,307 | $ | 16,384 | $ | | $ | 16,384 | |||||||||
Distributions to Other Members ($0.93 per Unit) | | (4,819 | ) | | (4,819 | ) | ||||||||||
Distributions to Managing Member | | | (391 | ) | (391 | ) | ||||||||||
Net income | | 1,020 | 391 | 1,411 | ||||||||||||
Balance December 31, 2011 | 5,209,307 | 12,585 | | 12,585 | ||||||||||||
Distributions to Other Members ($0.46 per Unit) | | (2,409 | ) | | (2,409 | ) | ||||||||||
Distributions to Managing Member | | | (195 | ) | (195 | ) | ||||||||||
Net income | | 904 | 195 | 1,099 | ||||||||||||
Balance June 30, 2012 | 5,209,307 | $ | 11,080 | $ | | $ | 11,080 |
See accompanying notes.
5
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Operating activities: |
||||||||||||||||
Net income | $ | 448 | $ | 321 | $ | 1,099 | $ | 406 | ||||||||
Adjustment to reconcile net income to cash provided by operating activities: |
||||||||||||||||
(Gain) loss on sales of lease assets and early termination of notes | (77 | ) | 6 | (200 | ) | 1 | ||||||||||
Depreciation of operating lease assets | 793 | 1,092 | 1,596 | 2,393 | ||||||||||||
Amortization of initial direct costs | 6 | 10 | 13 | 26 | ||||||||||||
Impairment losses on equipment | 34 | 37 | 34 | 37 | ||||||||||||
(Reversal of provision) provision for credit losses | (59 | ) | 10 | (49 | ) | 46 | ||||||||||
Provision for losses on investment in securities | | 2 | 32 | 57 | ||||||||||||
Gain on sales or dispositions of securities | (1 | ) | (25 | ) | (1 | ) | (32 | ) | ||||||||
Unrealized gain on securities | (6 | ) | | (59 | ) | | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable | 200 | 111 | 313 | (26 | ) | |||||||||||
Prepaid expenses and other assets | (68 | ) | 6 | (65 | ) | 9 | ||||||||||
Accounts payable, Managing Member | (65 | ) | 27 | (61 | ) | (111 | ) | |||||||||
Accounts payable, other | 123 | (30 | ) | 117 | 41 | |||||||||||
Unearned operating lease income | 25 | (199 | ) | 33 | (73 | ) | ||||||||||
Net cash provided by operating activities | 1,353 | 1,368 | 2,802 | 2,774 | ||||||||||||
Investing activities: |
||||||||||||||||
Proceeds from sales of lease assets and early termination of notes |
418 | 143 | 927 | 220 | ||||||||||||
Principal payments received on direct financing leases | 43 | 58 | 86 | 94 | ||||||||||||
Proceeds from sales or dispositions of securities | 1 | 25 | 1 | 72 | ||||||||||||
Principal payments received on notes receivable | 79 | 89 | 159 | 174 | ||||||||||||
Net cash provided by investing activities | 541 | 315 | 1,173 | 560 | ||||||||||||
Financing activities: |
||||||||||||||||
Repayments under non-recourse debt | (484 | ) | (585 | ) | (997 | ) | (1,298 | ) | ||||||||
Distributions to Other Members | (1,204 | ) | (1,204 | ) | (2,409 | ) | (2,409 | ) | ||||||||
Distributions to Managing Member | (98 | ) | (98 | ) | (195 | ) | (195 | ) | ||||||||
Net cash used in financing activities | (1,786 | ) | (1,887 | ) | (3,601 | ) | (3,902 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents | 108 | (204 | ) | 374 | (568 | ) | ||||||||||
Cash and cash equivalents at beginning of period | 1,682 | 2,628 | 1,416 | 2,992 | ||||||||||||
Cash and cash equivalents at end of period | $ | 1,790 | $ | 2,424 | $ | 1,790 | $ | 2,424 | ||||||||
Supplemental disclosures of cash flow information: |
||||||||||||||||
Cash paid during the period for interest | $ | 74 | $ | 109 | $ | 156 | $ | 224 | ||||||||
Cash paid during the period for taxes | $ | 45 | $ | 29 | $ | 45 | $ | 29 | ||||||||
Schedule of non-cash transactions: |
||||||||||||||||
Distributions payable to Other Members at period-end | $ | 551 | $ | 551 | $ | 551 | $ | 551 | ||||||||
Distributions payable to Managing Member at period-end |
$ | 45 | $ | 45 | $ | 45 | $ | 45 | ||||||||
Securities acquired through conversion of warrants | $ | 6 | $ | | $ | 59 | $ | | ||||||||
Purchases of equipment on operating leases | $ | | $ | 1,224 | $ | | $ | 1,224 |
See accompanying notes.
6
ATEL Capital Equipment Fund XI, LLC (the Company) was formed under the laws of the State of California on June 25, 2004. The Company was formed for the purpose of acquiring equipment to engage in equipment leasing, lending and sales activities. Also, from time to time, the Company may purchase securities of its borrowers or receive warrants to purchase securities in connection with its lending arrangements. The Managing Member or Manager of the Company is ATEL Financial Services, LLC (AFS), a California limited liability company. The Company may continue until December 31, 2025. Each Members personal liability for obligations of the Company generally will be limited to the amount of their respective contributions and rights to undistributed profits and assets of the Company.
The Company conducted a public offering of 15,000,000 Limited Liability Company Units (Units), at a price of $10 per Unit. On May 31, 2005, subscriptions for the minimum number of Units (120,000, representing $1.2 million) had been received and AFS requested that the subscriptions be released to the Company. On that date, the Company commenced operations in its primary business (acquiring equipment to engage in equipment leasing, lending and sales activities). As of July 13, 2005, the Company had received subscriptions for 958,274 Units ($9.6 million), thus exceeding the $7.5 million minimum requirement for Pennsylvania, and AFS requested that the remaining funds in escrow (from Pennsylvania investors) be released to the Company. The Company terminated sales of Units effective April 30, 2006. Life-to-date net contributions through June 2010 totaled $52.2 million, consisting of approximately $52.8 million in gross contributions from Other Members purchasing Units under the public offering less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable) of $636 thousand. As of June 30, 2012, 5,209,307 Units were issued and outstanding.
The Companys principal objectives are to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Companys 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 December 31, 2012, and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Company is governed by its Limited Liability Company Operating Agreement (Operating Agreement), as amended.
Pursuant to the terms of the Operating Agreement, AFS receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.
The Companys 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, 2011, filed with the Securities and Exchange Commission.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year.
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results of operations.
Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.
7
In preparing the accompanying unaudited financial statements, the Managing Member has reviewed events that have occurred after June 30, 2012 up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements, or adjustments thereto.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.
The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Company operates in one reportable operating segment in the United States.
The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Companys total revenues for the six months ended June 30, 2012 and 2011 and long-lived assets as of June 30, 2012 and December 31, 2011 (dollars in thousands):
For The Six Months Ended June 30, | ||||||||||||||||
2012 | % of Total | 2011 | % of Total | |||||||||||||
Revenue |
||||||||||||||||
United States | $ | 3,253 | 94 | % | $ | 3,481 | 92 | % | ||||||||
United Kingdom | 201 | 6 | % | 322 | 8 | % | ||||||||||
Total International | 201 | 6 | % | 322 | 8 | % | ||||||||||
Total | $ | 3,454 | 100 | % | $ | 3,803 | 100 | % |
As of June 30, | As of December 31, | |||||||||||||||
2012 | % of Total | 2011 | % of Total | |||||||||||||
Long-lived assets |
||||||||||||||||
United States | $ | 13,415 | 98 | % | $ | 15,782 | 98 | % | ||||||||
United Kingdom | 273 | 2 | % | 362 | 2 | % | ||||||||||
Total International | 273 | 2 | % | 362 | 2 | % | ||||||||||
Total | $ | 13,688 | 100 | % | $ | 16,144 | 100 | % |
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 are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuers ability to meet its current obligations and indications of the issuers subsequent ability to raise capital. During the first three months of 2012, the Company recorded $32 thousand of fair value adjustments to reduce the cost basis of certain impaired
8
investments. No additional fair value adjustment was deemed necessary through June 30, 2012. By comparison, $57 thousand of fair value adjustments relative to impaired investments were recorded during the first six months of 2011, $2 thousand of which was recorded during the three months ended June 30, 2011.
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value, as determined by the Managing Member, on the balance sheet as assets or liabilities. At June 30, 2012 and December 31, 2011, the Managing Member estimated the fair value of the warrants to be nominal in amount. During the three and six months ended June 30, 2012, the Company recorded unrealized gains of $6 thousand and $59 thousand, respectively, relative to the conversion of warrants associated with shares of a venture company. In addition, the Company recognized gains on the net exercise of certain warrants totaling $1 thousand during the three and six months ended June 30, 2012. By comparison, gains realized on the exercise of warrants totaled $25 thousand and $32 thousand for the respective three and six months ended June 30, 2011.
Foreign currency transaction gains and losses are reported in the results of operations as other income or other loss in the period in which they occur. Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions risks to date have not been significant. The Companys net foreign currency translation gains and losses were nominal during both the three- and six-month periods of 2012 and 2011.
Net income and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.
In May 2011, the Financial Accounting Standards Board (FASB) and International Accounting Standards Board (IASB) (collectively the Boards) issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP. ASU 2011-04 is effective for the first interim or annual reporting period beginning after December 15, 2011 and shall be applied prospectively. The Company adopted the provisions of ASU 2011-04 effective January 1, 2012. The fair value measurement provisions of ASU 2011-04 had no material impact on the Companys financial position or results of operations.
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 generally up to 120 months and bear interest at rates ranging from 8.42% to 11.58%. The notes are secured by the equipment financed, and mature from 2012 through 2016.
The Company had a note in non-accrual status at June 30, 2012 and December 31, 2011. The note was originally placed in non-accrual status in 2010, at which time, its term was modified to defer the repayment of principal until April 2012 while maintaining interest-only payments at the original rate of 11.58%. During the period from April 1, 2012 through the quarter end, the interest only payment arrangement was continued pending a final resolution of the note or a further restructuring of its terms. As of June 30, 2012, the aforementioned note reflects a principal balance outstanding of $17 thousand. The Company has recorded fair value adjustments of $8 thousand during the first six months of 2012 and $2 thousand during the third quarter of 2011 to reduce the cost basis of the non-accrual note to $7 thousand.
9
The minimum future payments receivable as of June 30, 2012 are as follows (in thousands):
Six months ending December 31, 2012 |
$ | 218 | ||
Year ending December 31, 2013 |
295 | |||
2014 |
221 | |||
2015 |
166 | |||
2016 |
187 | |||
1,087 | ||||
Less: portion representing unearned interest income |
(149 | ) | ||
938 | ||||
Less: Reserve for impairment |
(10 | ) | ||
Notes receivable, net |
$ | 928 |
June 30, 2012 |
December 31, 2011 |
|||||||
Net investment in notes receivable placed in non-accrual status | $ | 7 | $ | 18 |
Initial direct costs (IDC) amortization expense related to notes receivable and the Companys operating and direct financing leases for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
IDC amortization notes receivable | $ | | $ | | $ | | $ | 1 | ||||||||
IDC amortization lease assets | 6 | 10 | 13 | 25 | ||||||||||||
Total | $ | 6 | $ | 10 | $ | 13 | $ | 26 |
The Companys allowance for credit losses are as follows (in thousands):
Accounts Receivable Allowance for Doubtful Accounts |
Valuation Adjustments on Financing Receivables | Total Allowance for Credit Losses |
||||||||||||||||||||||
Notes Receivable | Finance Leases | Operating Leases | Notes Receivable | Finance Leases | ||||||||||||||||||||
Balance December 31, 2010 | $ | 6 | $ | | $ | 18 | $ | | $ | | $ | 24 | ||||||||||||
(Reversal of provision) provision for credit losses | (6 | ) | | 40 | 2 | | 36 | |||||||||||||||||
Balance December 31, 2011 | | | 58 | 2 | | 60 | ||||||||||||||||||
(Reversal of provision) provision for credit losses | | | (57 | ) | 8 | | (49 | ) | ||||||||||||||||
Balance June 30, 2012 | $ | | $ | | $ | 1 | $ | 10 | $ | | $ | 11 |
10
Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are currently due to the Company.
Allowances for doubtful accounts are typically established based upon their aging and historical charge off and collection experience and the creditworthiness of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received. Accounts receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with lease or note payments outstanding less than 90 days. Based upon managements judgment, such leases or notes may be placed in non-accrual status. Leases or notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, revenues on operating leases are recognized on a cash basis. All payments received on amounts billed under direct financing leases contracts and notes receivable are applied only against outstanding principal balances.
In addition to the allowance established for delinquent accounts receivable, the total allowance related solely to financing receivables also includes anticipated impairment charges on notes receivable and direct financing leases.
Notes are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary. This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.
The asset underlying a direct financing lease contract is considered impaired if the estimated undiscounted future cash flows of the asset are less than its net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the assets expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly.
Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.
11
As of June 30, 2012 and December 31, 2011, the Companys allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):
June 30, 2012 | Notes Receivable | Finance Leases | Total | |||||||||
Allowance for credit losses: |
||||||||||||
Ending balance | $ | 10 | $ | | $ | 10 | ||||||
Ending balance: individually evaluated for impairment | $ | 10 | $ | | $ | 10 | ||||||
Ending balance: collectively evaluated for impairment | $ | | $ | | $ | | ||||||
Ending balance: loans acquired with deteriorated credit quality | $ | | $ | | $ | | ||||||
Financing receivables: |
||||||||||||
Ending balance | $ | 938 | $ | 270 | $ | 1,208 | ||||||
Ending balance: individually evaluated for impairment | $ | 938 | $ | 270 | $ | 1,208 | ||||||
Ending balance: collectively evaluated for impairment | $ | | $ | | $ | | ||||||
Ending balance: loans acquired with deteriorated credit quality | $ | | $ | | $ | |
December 31, 2011 | Notes Receivable | Finance Leases | Total | |||||||||
Allowance for credit losses: |
||||||||||||
Ending balance | $ | 2 | $ | | $ | 2 | ||||||
Ending balance: individually evaluated for impairment | $ | 2 | $ | | $ | 2 | ||||||
Ending balance: collectively evaluated for impairment | $ | | $ | | $ | | ||||||
Ending balance: loans acquired with deteriorated credit quality | $ | | $ | | $ | | ||||||
Financing receivables: |
||||||||||||
Ending balance | $ | 1,097 | $ | 237 | $ | 1,334 | ||||||
Ending balance: individually evaluated for impairment | $ | 1,097 | $ | 237 | $ | 1,334 | ||||||
Ending balance: collectively evaluated for impairment | $ | | $ | | $ | | ||||||
Ending balance: loans acquired with deteriorated credit quality | $ | | $ | | $ | |
The Company evaluates the credit quality of its financing receivables on a scale equivalent to the following quality indicators related to corporate risk profiles:
Pass Any account whose lessee/debtor, co-lessee/debtor or any guarantor has a credit rating on publicly traded or privately placed debt issues as rated by Moodys or S&P for either Senior Unsecured debt, Long Term Issuer rating or Issuer rating that are in the tiers of ratings generally recognized by the investment community as constituting an Investment Grade credit rating; or, has been determined by the Manager to be an Investment Grade Equivalent or High Quality Corporate Credit per its Credit Policy or has a Not Rated internal rating by the Manager and the account is not considered by the Chief Credit Officer of the Manager to fall into one of the three risk profiles below.
Special Mention Any traditional corporate type account with potential weaknesses (e.g. large net losses or major industry downturns) or, any growth capital account that has less than three months of cash as of the end of the calendar quarter to fund their continuing operations. These accounts deserve managements close attention. If left uncorrected, those potential weaknesses may result in deterioration of the Funds receivable at some future date.
Substandard Any account that is inadequately protected by the current worth and paying capacity of the borrower or of the collateral pledged, if any. Accounts that are so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Fund will sustain some loss as the likelihood of fully collecting all receivables may be questionable if the deficiencies are not corrected. Such accounts are on the Managers Credit Watch List.
12
Doubtful Any account where the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Accordingly, an account that is so classified is on the Managers Credit Watch List, and has been declared in default and the Manager has repossessed, or is attempting to repossess, the equipment it financed. This category includes impaired notes and leases as applicable.
At June 30, 2012 and December 31, 2011, the Companys financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):
Notes Receivable | Finance Leases | |||||||||||||||
June 30, 2012 | December 31, 2011 | June 30, 2012 | December 31, 2011 | |||||||||||||
Pass | $ | | $ | | $ | 240 | $ | 188 | ||||||||
Special mention | 921 | 1,097 | 30 | 49 | ||||||||||||
Substandard | 17 | | | | ||||||||||||
Doubtful | | | | | ||||||||||||
Total | $ | 938 | $ | 1,097 | $ | 270 | $ | 237 |
As of June 30, 2012 and December 31, 2011, the Companys impaired loans were as follows (in thousands):
Impaired Loans | ||||||||||||||||||||
June 30, 2012 | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | |||||||||||||||
With no related allowance recorded |
||||||||||||||||||||
Notes receivable | $ | | $ | | $ | | $ | | $ | | ||||||||||
With an allowance recorded |
||||||||||||||||||||
Notes receivable | 17 | 17 | 10 | 19 | | |||||||||||||||
Total | $ | 17 | $ | 17 | $ | 10 | $ | 19 | $ | |
Impaired Loans | ||||||||||||||||||||
December 31, 2011 | Recorded Investment | Unpaid Principal Balance | Related Allowance | Average Recorded Investment | Interest Income Recognized | |||||||||||||||
With no related allowance recorded | ||||||||||||||||||||
Notes receivable | $ | | $ | | $ | | $ | | $ | | ||||||||||
With an allowance recorded |
||||||||||||||||||||
Notes receivable | 20 | 20 | 2 | 20 | | |||||||||||||||
Total | $ | 20 | $ | 20 | $ | 2 | $ | 20 | $ | |
13
At June 30, 2012 and December 31, 2011, investment in financing receivables is aged as follows (in thousands):
June 30, 2012 | 30 59 Days Past Due | 60 89 Days Past Due | Greater Than 90 Days | Total Past Due |
Current | Total Financing Receivables | Recorded Investment >90 Days and Accruing |
|||||||||||||||||||||
Notes receivable | $ | | $ | | $ | | $ | | $ | 938 | $ | 938 | $ | | ||||||||||||||
Finance leases | 31 | | | 31 | 239 | 270 | | |||||||||||||||||||||
Total | $ | 31 | $ | | $ | | $ | 31 | $ | 1,177 | $ | 1,208 | $ | |
December 31, 2011 | 30 59 Days Past Due | 60 89 Days Past Due | Greater Than 90 Days | Total Past Due |
Current | Total Financing Receivables | Recorded Investment >90 Days and Accruing |
|||||||||||||||||||||
Notes receivable | $ | | $ | | $ | | $ | | $ | 1,097 | $ | 1,097 | $ | | ||||||||||||||
Finance leases | 12 | 6 | 41 | 59 | 178 | 237 | 41 | |||||||||||||||||||||
Total | $ | 12 | $ | 6 | $ | 41 | $ | 59 | $ | 1,275 | $ | 1,334 | $ | 41 |
As discussed in Note 3, one of the Companys note receivable continues to be in non-accrual status at June 30, 2012 and was considered impaired relative to its payment terms. The Company has recorded fair value adjustments of $8 thousand during the first six months of 2012 and $2 thousand during the third quarter of 2011 to reduce the cost basis of the non-accrual note to $7 thousand.
As of June 30, 2012, there were no accounts receivable related to net investments in financing receivables placed in non-accrual status. As of December 31, 2011, certain investments in financing receivables with related accounts receivable past due more than 90 days are still on an accrual basis based on managements assessment of the collectability of such receivables. However, these accounts receivable are fully reserved and included in the allowance for doubtful accounts presented above.
The Companys investment in leases consists of the following (in thousands):
Balance December 31, 2011 | Reclassifications, Additions/ Dispositions and Impairment Losses | Depreciation/ Amortization Expense or Amortization of Leases |
Balance June 30, 2012 |
|||||||||||||
Net investment in operating leases | $ | 15,578 | $ | (968 | ) | $ | (1,596 | ) | $ | 13,014 | ||||||
Net investment in direct financing leases | 237 | 119 | (86 | ) | 270 | |||||||||||
Assets held for sale or lease, net | 287 | 88 | | 375 | ||||||||||||
Initial direct costs, net of accumulated amortization of $101 at June 30, 2012 and $137 at December 31, 2011 | 42 | | (13 | ) | 29 | |||||||||||
Total | $ | 16,144 | $ | (761 | ) | $ | (1,695 | ) | $ | 13,688 |
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. During the three months ended June 30, 2012 and 2011, the Company deemed certain off-lease equipment to be impaired and accordingly, recorded fair value adjustments of $34 thousand and $37 thousand, respectively, which reduced the cost basis of the impaired equipment. Such amounts also represent the total fair value adjustments for the respective six months ended June 30, 2012 and 2011.
14
The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Companys equipment was approximately $793 thousand and $1.1 million for the respective three months ended June 30, 2012 and 2011, and was approximately $1.6 million and $2.4 million for the respective six months ended June 30, 2012 and 2011.
All of the leased property was acquired during the years 2005 through 2011.
Property on operating leases consists of the following (in thousands):
Balance December 31, 2011 | Additions | Reclassifications or Dispositions | Balance June 30, 2012 |
|||||||||||||
Transportation, rail | $ | 11,723 | $ | | $ | (21 | ) | $ | 11,702 | |||||||
Transportation, other | 9,656 | | (69 | ) | 9,587 | |||||||||||
Materials handling | 11,374 | | (3,399 | ) | 7,975 | |||||||||||
Mining | 2,893 | | | 2,893 | ||||||||||||
Aviation | 1,658 | | | 1,658 | ||||||||||||
Construction | 2,241 | | (625 | ) | 1,616 | |||||||||||
Marine vessels | 1,415 | | | 1,415 | ||||||||||||
Manufacturing | 953 | | | 953 | ||||||||||||
Logging and lumber | 781 | | (781 | ) | | |||||||||||
Other | | | 4 | 4 | ||||||||||||
42,694 | | (4,891 | ) | 37,803 | ||||||||||||
Less accumulated depreciation | (27,116 | ) | (1,596 | ) | 3,923 | (24,789 | ) | |||||||||
Total | $ | 15,578 | $ | (1,596 | ) | $ | (968 | ) | $ | 13,014 |
The average estimated residual value for assets on operating leases was 21% of the assets original cost at both June 30, 2012 and December 31, 2011.
There were no operating lease contracts placed in non-accrual status at June 30, 2012 and December 31, 2011. As of the same dates, the Company has certain other leases that have related accounts receivables aged 90 days or more that have not been placed on non-accrual status. In accordance with Company policy, such receivables are fully reserved. Management continues to closely monitor these leases for any actual change in collectability status and indication of necessary valuation adjustments.
As of June 30, 2012 and December 31, 2011, investment in direct financing leases primarily consists of materials handling, furniture and fixtures, and research equipment. The components of the Companys investment in direct financing leases as of June 30, 2012 and December 31, 2011 are as follows (in thousands):
June 30, 2012 |
December 31, 2011 |
|||||||
Total minimum lease payments receivable | $ | 327 | $ | 261 | ||||
Estimated residual values of leased equipment (unguaranteed) | 50 | 46 | ||||||
Investment in direct financing leases | 377 | 307 | ||||||
Less unearned income | (107 | ) | (70 | ) | ||||
Net investment in direct financing leases | $ | 270 | $ | 237 |
There were no investments in direct financing lease assets in non-accrual status at June 30, 2012 and December 31, 2011.
15
At June 30, 2012, the aggregate amounts of future minimum lease payments to be received are as follows (in thousands):
Operating Leases |
Direct Financing Leases |
Total | ||||||||||
Six months ending December 31, 2012 | $ | 1,804 | $ | 154 | $ | 1,958 | ||||||
Year ending December 31, 2013 | 2,686 | 150 | 2,836 | |||||||||
2014 | 1,823 | 23 | 1,846 | |||||||||
2015 | 835 | | 835 | |||||||||
2016 | 158 | | 158 | |||||||||
2017 | 158 | | 158 | |||||||||
Thereafter | 79 | | 79 | |||||||||
$ | 7,543 | $ | 327 | $ | 7,870 |
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.
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; and investor relations, communications services and general administrative services are performed by AFS.
Cost reimbursements to the Managing Member are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as managed assets, number of investors or contributed capital based upon the type of cost incurred.
The Operating Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent of the cumulative limit. As of June 30, 2012, the Company has not exceeded the annual and/or cumulative limitations discussed above.
AFS and/or affiliates earned fees and commissions, and billed for reimbursements, pursuant to the Operating Agreement as follows during each of the three and six months ended June 30, 2012 and 2011 (in thousands):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Costs reimbursed to Managing Member and/or affiliates | $ | 103 | $ | 114 | $ | 216 | $ | 234 | ||||||||
Asset management fees to Managing Member and/or affiliates | 84 | 87 | 172 | 177 | ||||||||||||
Acquisition and initial direct costs paid to Managing Member | | 20 | 12 | 43 | ||||||||||||
$ | 187 | $ | 221 | $ | 400 | $ | 454 |
16
At June 30, 2012, non-recourse debt consists of notes payable to financial institutions. The notes are due in monthly installments. Interest on the notes is at fixed rates ranging from 4.33% to 5.95%. The notes are secured by assignments of lease payments and pledges of assets. At June 30, 2012,gross lease rentals totaled approximately $4.9 million over the remaining lease terms; and the carrying value of the pledged assets is approximately $7.3 million. The notes mature from 2012 through 2015.
The non-recourse debt does not contain any material financial covenants. The debt is secured by liens granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lenders, such as warranties as to genuineness of the transaction parties' signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the 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 non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.
Future minimum payments of non-recourse debt are as follows (in thousands):
Principal | Interest | Total | ||||||||||
Six months ending December 31, 2012 | $ | 893 | $ | 111 | $ | 1,004 | ||||||
Year ending December 31, 2013 | 1,700 | 155 | 1,855 | |||||||||
2014 | 1,313 | 73 | 1,386 | |||||||||
2015 | 639 | 17 | 656 | |||||||||
$ | 4,545 | $ | 356 | $ | 4,901 |
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 $60 million and expires in June 2013. The lending syndicate providing the Credit Facility has a blanket lien on all of the Companys assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.
As of June 30, 2012 and December 31, 2011, borrowings under the facility were as follows (in thousands):
June 30, 2012 |
December 31, 2011 | |||||||
Total available under the financing arrangement | $ | 60,000 | $ | 75,000 | ||||
Amount borrowed by the Company under the acquisition facility | | | ||||||
Amounts borrowed by affiliated partnerships and Limited Liability Companies under the venture, acquisition and warehouse facilities | (2,307 | ) | (7,476 | ) | ||||
Total remaining available under the venture, acquisition and warehouse facilities | $ | 57,693 | $ | 67,524 |
The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of June 30, 2012, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility
17
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 June 30, 2012, the Companys Tangible Net Worth requirement under the Credit Facility was $10 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 $11.1 million, 0.41 to 1, and 19.68 to 1, respectively, as of June 30, 2012. As such, as of June 30, 2012, the Company was 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.
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 banks 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. At both June 30, 2012 and December 31, 2011, the Company had no outstanding borrowings under the acquisition facility.
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 June 30, 2012, the investment program participants were ATEL Capital Equipment Fund X, LLC, the Company, ATEL 12, LLC, ATEL 14, LLC and ATEL 15, 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 entitys 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.
Borrowings of $2.3 million and $5.6 million were outstanding under the Warehouse Facility as of June 30, 2012 and December 31, 2011, respectively. The Companys maximum contingent obligation on the outstanding warehouse balances at June 30, 2012 and December 31, 2011 was $210 thousand and $590 thousand, respectively.
18
At June 30, 2012, the Company had no commitments to either purchase lease assets or fund loans.
The Company enters into contracts that contain a variety of indemnifications. The Companys 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 Companys 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 Companys 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.
A total of 5,209,307 Units were issued and outstanding as of June 30, 2012 and December 31, 2011. The Fund was authorized to issue up to 15,000,000 Units. The Company terminated sales of Units effective April 30, 2006.
The Company has the right, exercisable in the Managers 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 holders capital account. The Company is otherwise permitted, but not required, to repurchase Units upon a holders 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, 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 Unitholder 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.
Distributions to the Other Members were as follows (in thousands, except as to Units and per Unit data):
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Distributions | $ | 1,204 | $ | 1,204 | $ | 2,409 | $ | 2,409 | ||||||||
Weighted average number of Units outstanding | 5,209,307 | 5,209,307 | 5,209,307 | 5,209,307 | ||||||||||||
Weighted average distributions per Unit | $ | 0.23 | $ | 0.23 | $ | 0.46 | $ | 0.46 |
Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.
Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.
19
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 June 30, 2012 and December 31, 2011, the Company had no assets or liabilities that require measurement at fair value on a recurring basis.
During the first six months of 2012, the Company recorded non-recurring adjustments to reflect the fair value of impaired off-lease equipment, notes receivable and investment securities. Likewise, during the first half of 2011, the Company recorded non-recurring adjustments to impaired off-lease equipment, notes receivable and investment securities. Amounts at June 30, 2012 and December 31, 2011 reflect the fair value of the then existing impaired assets.
The Companys valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Companys assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Companys investments in equipment, notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.
Such fair value adjustments utilized the following methodology:
During the second quarter of 2012, the Company deemed certain off-lease equipment (assets) to be impaired and accordingly, recorded fair value adjustments of $34 thousand which reduced the cost basis of the equipment. Such amount also represents the total fair value adjustments for the six months ended June 30, 2012. The 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 valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market.
During the first half of 2011, the Company had recorded $37 thousand of non-recurring fair value adjustments to reduce the cost basis of certain impaired off-lease equipment. The fair values of the impaired equipment were classified with Level 3 of the valuation hierarchy. No additional fair value adjustments were recorded through December 31, 2011.
The fair value of the Companys notes receivable is estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with adjustments for impaired loans as deemed necessary. As of June 30, 2012, the Company had an impaired note receivable which was originally deemed impaired in 2011. The Company has recorded fair value adjustments of $8 thousand during the first six months of 2012 and $2 thousand during the third quarter of 2011 to reduce the cost basis of the impaired note. The adjustments were based upon an independent appraisal of the underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired notes receivable was classified within Level 3 of the valuation hierarchy. Such valuation utilized a market approach technique and used inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the underlying collateral.
20
The Companys 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 issuers ability to meet its current obligations and indications of the issuers subsequent ability to raise capital. During the first quarter of 2012, the Company recorded a $32 thousand non-recurring fair value adjustment which reduced the cost basis of an investment security as of March 31, 2012. Such amount also represents the total fair value adjustments for the six months ended June 30, 2012. The adjustment was based on an approximate 66% reduction in valuation as determined by the cash burn rate of the investee, current liquidity, and potential necessity for additional capital infusion by other venture investors.
During the first half of 2011, the Company had recorded fair value adjustments of $2 thousand and $55 thousand which reduced the cost basis of investments deemed impaired at June 30, 2011 and March 31, 2011, respectively. The non-recurring fair value adjustment at June 30, 2011 was based on an approximate 25% reduction in valuation based on the expected value of shares of the venture company as contemplated in its merger agreement terms; and, the non-recurring fair value adjustment at March 31, 2011 was based on an approximate 87% reduction in valuation as determined by the cash burn rate of the investee, current liquidity, and potential necessity for additional capital infusion by other venture investors. No additional fair value adjustments were recorded through December 31, 2011.
Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair values of the impaired investment securities are classified within Level 3 of the valuation hierarchy at both measurement periods due to the significant inputs that are unobservable in the market.
The following tables presents the fair value measurement of impaired assets measured at fair value on a non-recurring basis and the level within the hierarchy in which the fair value measurements fall at June 30, 2012 and December 31, 2011 (in thousands):
June 30, 2012 |
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 off-lease equipment | $ | 110 | $ | | $ | | $ | 110 | ||||||||
Impaired investment securities | 32 | | | 32 | ||||||||||||
Impaired notes receivable, net | 7 | | | 7 |
December 31, 2011 |
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 notes receivable, net | $ | 18 | $ | | $ | | $ | 18 | ||||||||
Impaired investment securities | 15 | | | 15 |
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Companys financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Companys financial statements and related notes.
The Company has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
21
The recorded amounts of the Companys cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.
The fair value of the Companys notes receivable is estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with adjustments for impaired loans as deemed necessary.
The Companys investment securities are not registered for public sale and are carried at cost which management believes approximates fair value, as appropriately adjusted for impairment.
The fair value of the Companys non-recourse debt is estimated using discounted cash flow analyses, based upon the current market borrowing rates for similar types of borrowing arrangements.
Management has determined that no recognition for the fair value of the Companys loan commitments is necessary because their terms are made on a market rate basis and require borrowers to be in compliance with the Companys credit requirements at the time of funding.
The fair value of contingent liabilities (or guarantees) is not considered material because management believes there has been no event that has occurred wherein a guarantee liability has been incurred or will likely be incurred.
The following table presents a summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Companys balance sheet at June 30, 2012 and December 31, 2011 (in thousands):
Fair Value Measurements at June 30, 2012 | ||||||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents | $ | 1,790 | $ | 1,790 | $ | | $ | | $ | 1,790 | ||||||||||
Notes receivable, net | 928 | | | 928 | 928 | |||||||||||||||
Investment in securities | 227 | | | 227 | 227 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Non-recourse debt | 4,545 | | | 4,758 | 4,758 |
December 31, 2011 | ||||||||
Carrying Amount |
Estimated Fair Value |
|||||||
Financial assets: |
||||||||
Cash and cash equivalents | $ | 1,416 | $ | 1,416 | ||||
Notes receivable, net | 1,095 | 1,095 | ||||||
Investment in securities | 200 | 200 | ||||||
Financial liabilities: |
||||||||
Non-recourse debt | 5,542 | 5,825 |
22
Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, 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 Companys performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Companys performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the 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.
ATEL Capital Equipment Fund XI, LLC (the Company) is a California limited liability company that was formed in June 2004 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing, lending and sales activities, primarily in the United States.
The 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 April 2006. During 2006, 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 reinvested cash flow in excess of certain amounts required to be distributed to the Other Members and/or utilized its credit facilities to acquire additional equipment. Throughout the Reinvestment Period, which ends December 31, 2012, the Company anticipates continued reinvestment of cash flow in excess of minimum distributions and other obligations. The Company is governed by its Limited Liability Company Operating Agreement (Operating Agreement), as amended.
The Company may continue until December 31, 2025. Periodic distributions are paid at the discretion of the Managing Member.
The Company had net income of $448 thousand and $321 thousand for the three months ended June 30, 2012 and 2011, respectively. Results for the second quarter of 2012 reflect a decrease in total operating expenses offset, in part, by a reduction in total revenues when compared with results for the prior year period.
Total revenues for the second quarter of 2012 declined by $293 thousand, or 16%, as compared to the prior year period. The net reduction in total revenues was largely attributable to a decline in operating lease revenues offset, in part, by gains realized on sales of lease assets and early termination of notes.
Total operating lease revenues declined by $371 thousand primarily as a result of continued run-off and sales of lease assets.
Gains realized on sales of lease assets and early termination of notes totaled $77 thousand as compared to a realized loss of $6 thousand during the prior year period. The $83 thousand favorable variance was mainly due to a period over period increase in volume and a change in the mix of assets sold.
Total expenses for the second quarter of 2012 decreased by $420 thousand, or 27%, as compared to the prior year period. The net reduction in total expenses was primarily due to decreases in depreciation expense, the net provision for credit losses and interest expense.
23
Depreciation expense decreased by $299 thousand, or 27%, largely due to run-off and sales of lease assets. The net provision for credit losses was reduced by $69 thousand largely due to a period over period increase in recovery of amounts previously reserved. Interest expense was lower by $35 thousand mainly due to a $2.2 million decline in outstanding borrowings since June 30, 2011.
The Company had net income of $1.1 million and $406 thousand for the six months ended June 30, 2012 and 2011, respectively. Results for the first half of 2012 reflect a decrease in total operating expenses offset, in part, by a reduction in total revenues when compared with results for the prior year period.
Total revenues for the first half of 2012 declined by $349 thousand, or 9%, as compared to the prior year period. The net reduction in total revenues was largely attributable to a decrease in operating lease revenues offset, in part, by increases in gain on sales of lease assets and early termination of notes, and in unrealized gain on investment securities.
Total operating lease revenues declined by $567 thousand primarily as a result of continued run-off and sales of lease assets.
Partially offsetting the aforementioned decreases in revenue was a $201 thousand increase in gain on sales of lease assets and early termination of notes. The increase was largely due to a period over period increase in volume and a change in the mix of assets sold. In addition, during the current year period, the Company recorded a $59 thousand unrealized gain relative to the conversion of warrants associated with shares of a venture company.
Total expenses for the first half of 2012 decreased by $1.0 million, or 31%, as compared to the prior year period. The net reduction in total expenses was primarily due to decreases in depreciation expense, the provision for credit losses and interest expense.
Depreciation expense decreased by $797 thousand, or 33%, largely due to run-off and sales of lease assets. The net provision for credit losses declined by $95 thousand largely due to a period over period increase in recovery of amounts previously reserved. Interest expense was reduced by $72 thousand as a result of a $2.2 million decline in outstanding borrowings since June 30, 2011.
Capital Resources and Liquidity
At June 30, 2012 and December 31, 2011, the Companys cash and cash equivalents totaled $1.8 million and $1.4 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as 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 AFSs success in remarketing or selling the equipment as it comes off rental.
Throughout the Reinvestment Period (as defined in the Operating Agreement), 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 obligations, including debt service (both principal and interest), the payment of management fees to AFS and providing for cash distributions to the Members.
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 Companys leased assets may increase as the costs of similar assets increase. However, the Companys 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 lease or financing transactions will be expected to increase as the cost of capital is a significant factor in the pricing of leases and investments in notes receivable. Leases and notes already in place, for the most part, would not be affected by changes in interest rates.
24
The Company currently believes it has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.
The following table sets forth summary cash flow data (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net cash provided by (used in): |
||||||||||||||||
Operating activities | $ | 1,353 | $ | 1,368 | $ | 2,802 | $ | 2,774 | ||||||||
Investing activities | 541 | 315 | 1,173 | 560 | ||||||||||||
Financing activities | (1,786 | ) | (1,887 | ) | (3,601 | ) | (3,902 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents | $ | 108 | $ | (204 | ) | $ | 374 | $ | (568 | ) |
The three months ended June 30, 2012 versus the three months ended June 30, 2011
During the three months ended June 30, 2012 and 2011, the Companys primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company also realized $419 thousand and $168 thousand of cash flows from the sale or disposition of equipment and early termination of certain notes, and the disposition of investment securities during the respective three months ended June 30, 2012 and 2011.
During the same periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling a combined $1.3 million for each of the respective three-month periods ended June 30, 2012 and 2011. In addition, cash was also used to partially pay down $484 thousand and $585 thousand of debt during the respective three months ended June 30, 2012 and 2011; and, to pay invoices related to management fees and expenses.
The six months ended June 30, 2012 versus the six months ended June 30, 2011
During the six months ended June 30, 2012 and 2011, the Companys primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company also realized $928 thousand and $292 thousand of cash flows from the sale or disposition of equipment and early termination of certain notes, and the disposition of investment securities during the respective six months ended June 30, 2012 and 2011.
During the same periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling a combined $2.6 million for each of the respective first six months of 2012 and 2011. Cash was also used to partially pay down $997 thousand and $1.3 million of debt during the respective six months ended June 30, 2012 and 2011; and, to pay invoices related to management fees and expenses.
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.
Compliance with covenants
The Credit Facility includes 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 Credit Facility, 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 Credit Facility as of June 30, 2012. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.
25
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:
Minimum Tangible Net Worth: $10 million
Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.25 to 1
Collateral Value: Collateral value under the Warehouse Facility must be no less than the outstanding borrowings under that facility.
EBITDA to Interest Ratio: Not to be 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 GAAP, (U.S Generally Accepted Accounting Principles) 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 Credit Facility. As of June 30, 2012, the Companys Tangible Net Worth requirement under the Credit Facility was $10 million, the permitted maximum leverage ratio was 1.25 to 1, and 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 $11.1 million, 0.41 to 1, and 19.68 to 1, respectively, as of June 30, 2012. As such, as of June 30, 2012, the Company was 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, as defined therein, which is a non-GAAP financial performance measure. The EBITDA is utilized by the Company to calculate its debt covenant ratios.
The following is a reconciliation of net income to EBITDA, as defined in the loan agreement, for the twelve months ended June 30, 2012 (in thousands):
Net income GAAP basis | $ | 2,104 | ||
Interest expense | 338 | |||
Depreciation of operating lease assets | 3,618 | |||
Amortization of initial direct costs | 30 | |||
Reversal of provision for credit losses | (59 | ) | ||
Provision for losses on investment securities | 32 | |||
Impairment losses on equipment | 34 | |||
Principal payments received on direct financing leases | 174 | |||
Principal payments received on notes receivable | 382 | |||
EBITDA (for Credit Facility financial covenant calculation only) | $ | 6,653 |
Events of default, cross-defaults, recourse and security
The terms of the Credit Facility 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 the Credit Facility should occur, the lenders may, at their option, increase borrowing rates,
26
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 Companys request.
The Company is currently in compliance with its obligations under the Credit Facility. 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 Companys assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.
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. The Credit Facility is 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 obligations prior to their stated maturity in an individual or aggregate principal amount in excess of 15% of the Companys consolidated Tangible Net Worth. Also, a bankruptcy of AFS will trigger a default for the Company under the Credit Facility.
As of June 30, 2012, the Company had non-recourse long-term debt totaling $4.5 million. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.
For detailed information on the Companys debt obligations, see Notes 7 and 8 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).
The Company commenced periodic distributions, based on cash flows from operations, beginning with the month of June 2005. Such distributions have been consistently made through June 30, 2012.
At June 30, 2012, the Company had no commitments to purchase lease assets or fund loans.
None.
Information regarding relevant recent accounting pronouncements is included in Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part I, Item 1, Financial Statements (Unaudited).
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.
27
The Companys critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2011. There have been no material changes to the Companys critical accounting policies since December 31, 2011.
The Companys Managing Members President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (Management), evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Companys disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.
The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, which is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Members disclosure controls and procedures, as 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.
There were no changes in the Managing Members internal control over financial reporting, as it is applicable to the Company, during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Managing Members internal control over financial reporting, as it is applicable to the Company.
28
In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Company. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Companys financial position or results of operations.
None.
None.
Not Applicable.
None.
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 not applicable, and therefore have been omitted.
2. | Other Exhibits |
31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash
31.2 Rule 13a-14(a)/ 15d-14(a) 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
29
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 13, 2012
By: ATEL Financial Services, LLC |
By: /s/ Dean L. Cash | ||
By: /s/ Paritosh K. Choksi | ||
By: /s/ Samuel Schussler |
30
Exhibit 31.1
I, Dean L. Cash, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ATEL Capital Equipment Fund XI, 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: August 13, 2012
/s/ Dean L. Cash Dean L. Cash President and Chief Executive Officer of ATEL Financial Services, LLC (Managing Member) |
Exhibit 31.2
I, Paritosh K. Choksi, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ATEL Capital Equipment Fund XI, 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: August 13, 2012
/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) |
Exhibit 32.1
In connection with the Quarterly Report of ATEL Capital Equipment Fund XI, LLC (the Company) on Form 10-Q for the period ended June 30, 2012 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: August 13, 2012
/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.
Exhibit 32.2
In connection with the Quarterly Report of ATEL Capital Equipment Fund XI, LLC (the Company) on Form 10-Q for the period ended June 30, 2012 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: August 13, 2012
/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.
Financing Receivable by Credit Quality Indicator and by Class of Financing Receivables (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Financing Receivable, Recorded Investment [Line Items] | ||
Notes Receivable | $ 938 | $ 1,097 |
Finance Leases | 270 | 237 |
Pass
|
||
Financing Receivable, Recorded Investment [Line Items] | ||
Finance Leases | 240 | 188 |
Special Mention
|
||
Financing Receivable, Recorded Investment [Line Items] | ||
Notes Receivable | 921 | 1,097 |
Finance Leases | 30 | 49 |
Substandard
|
||
Financing Receivable, Recorded Investment [Line Items] | ||
Notes Receivable | $ 17 |
Members' capital - Additional Information (Detail)
|
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Dec. 31, 2011
|
|
Other Members Capital Account [Line Items] | ||
Other Members capital account, units issued | 5,209,307 | 5,209,307 |
Other Members capital account, units outstanding | 5,209,307 | 5,209,307 |
Other Members capital account, units authorized | 15,000,000 | 15,000,000 |
Potential repurchase price of Units as Percentage of holder's capital account | 100.00% |
Future Minimum Lease Payments Receivable (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
---|---|
Operating Leases | |
Six months ending December 31, 2012 | $ 1,804 |
Year ending December 31, 2013 | 2,686 |
2014 | 1,823 |
2015 | 835 |
2016 | 158 |
2017 | 158 |
Thereafter | 79 |
Operating Leases, Future Minimum Payments Receivable, Total | 7,543 |
Direct Financing Leases | |
Six months ending December 31, 2012 | 154 |
Year ending December 31, 2013 | 150 |
2014 | 23 |
2015 | |
2016 | |
2017 | |
Thereafter | |
Capital Leases, Future Minimum Payments Receivable, Total | 327 |
Total | |
Six months ending December 31, 2012 | 1,958 |
Year ending December 31, 2013 | 2,836 |
2014 | 1,846 |
2015 | 835 |
2016 | 158 |
2017 | 158 |
Thereafter | 79 |
Operating and Capital Leases, Future Minimum Payments, Receivable, Total | $ 7,870 |
Distributions to Other Members (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
|
Distribution Made to Member or Limited Partner [Line Items] | |||||
Distributions | $ 1,204 | $ 1,204 | $ 2,409 | $ 2,409 | $ 4,819 |
Weighted average number of Units outstanding | 5,209,307 | 5,209,307 | 5,209,307 | 5,209,307 | |
Weighted average distributions per Unit | $ 0.23 | $ 0.23 | $ 0.46 | $ 0.46 |
Property on Operating Leases (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | 6 Months Ended | 6 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2012
Transportation, rail
|
Jun. 30, 2012
Transportation, other
|
Jun. 30, 2012
Materials handling
|
Jun. 30, 2012
Mining
|
Dec. 31, 2011
Mining
|
Jun. 30, 2012
Aviation
|
Dec. 31, 2011
Aviation
|
Jun. 30, 2012
Construction
|
Jun. 30, 2012
Marine vessels
|
Dec. 31, 2011
Marine vessels
|
Jun. 30, 2012
Manufacturing
|
Dec. 31, 2011
Manufacturing
|
Jun. 30, 2012
Logging and lumber
|
Jun. 30, 2012
Property, Plant and Equipment, Other Types
|
Jun. 30, 2012
Property Plant and Equipment
|
Jun. 30, 2012
Accumulated Depreciation
|
|
Property Subject to or Available for Operating Lease [Line Items] | |||||||||||||||||
Balance December 31, 2011 | $ 15,578 | $ 11,723 | $ 9,656 | $ 11,374 | $ 2,893 | $ 2,893 | $ 1,658 | $ 1,658 | $ 2,241 | $ 1,415 | $ 1,415 | $ 953 | $ 953 | $ 781 | $ 42,694 | $ (27,116) | |
Additions | (1,596) | (1,596) | |||||||||||||||
Reclassifications or Dispositions | (968) | (21) | (69) | (3,399) | (625) | (781) | 4 | (4,891) | 3,923 | ||||||||
Balance June 30, 2012 | $ 13,014 | $ 11,702 | $ 9,587 | $ 7,975 | $ 2,893 | $ 2,893 | $ 1,658 | $ 1,658 | $ 1,616 | $ 1,415 | $ 1,415 | $ 953 | $ 953 | $ 4 | $ 37,803 | $ (24,789) |
Notes receivable, net - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Sep. 30, 2011
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Jun. 30, 2012
|
Dec. 31, 2011
|
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Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable, interest rates | 11.58% | ||
Net book value of notes receivable non-accrual status | $ 17 | ||
Fair value adjustment on notes receivable | 2 | 8 | |
Cost basis of non-accrual note | $ 7 | $ 18 | |
Maximum
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Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Terms of notes receivable | 120 months | ||
Notes receivable, interest rates | 11.58% | ||
Notes maturity Period | 2016 | ||
Minimum
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Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable, interest rates | 8.42% | ||
Notes maturity Period | 2012 |
Fair Value Measurement of Impaired Assets Measured on Non-recurring Basis (Detail) (Fair Value, Measurements, Nonrecurring, USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired off-lease equipment | $ 110 | |
Impaired investment securities | 32 | 15 |
Impaired notes receivable, net | 7 | 18 |
Level 3 Estimated Fair Value
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Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impaired off-lease equipment | 110 | |
Impaired investment securities | 32 | 15 |
Impaired notes receivable, net | $ 7 | $ 18 |
Related party transactions (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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AFS and/ or Affiliates Earned Fees, Commissions, and Billed for Reimbursements Pursuant to Operating | AFS and/or affiliates earned fees and commissions, and billed for reimbursements, pursuant to the Operating Agreement as follows during each of the three and six months ended June 30, 2012 and 2011 (in thousands):
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Non-recourse debt - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified |
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Debt Instrument [Line Items] | |
Gross operating lease rentals and future payments on direct financing leases | 4.9 |
Carrying value of pledged assets | 7.3 |
Minimum
|
|
Debt Instrument [Line Items] | |
Fixed Interest rate on note | 4.33% |
Note maturity year | 2012 |
Maximum
|
|
Debt Instrument [Line Items] | |
Fixed Interest rate on note | 5.95% |
Note maturity year | 2015 |
Allowance for credit losses - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | |
---|---|---|---|
Sep. 30, 2011
|
Jun. 30, 2012
Contract
|
Dec. 31, 2011
|
|
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of notes receivable, non-accrual status | 1 | ||
Fair value adjustment on notes receivable | $ 2 | $ 8 | |
Cost basis of non-accrual note | $ 7 | $ 18 |
Borrowing facilities - Additional Information (Detail) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Line of Credit Facility [Line Items] | ||
Maximum amount of credit facility | $ 60,000,000 | $ 75,000,000 |
Credit Facility expiration date | 2013-06 | |
Tangible Net Worth requirement under the Credit Facility | 10,000,000 | |
Leverage ratio | 0.41 | |
Interest coverage ratio | 19.68 | |
Net Worth | 11,100,000 | |
Covenant Requirement | Maximum
|
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Line of Credit Facility [Line Items] | ||
Leverage ratio | 1.25 | |
Covenant Requirement | Minimum
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Line of Credit Facility [Line Items] | ||
Interest coverage ratio | 2 | |
Warehouse Agreement Borrowings
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Line of Credit Facility [Line Items] | ||
Outstanding borrowings under facility | 2,300,000 | 5,600,000 |
Warehouse Agreement Borrowings | Maximum
|
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Line of Credit Facility [Line Items] | ||
Contingent obligation | $ 210,000 | $ 590,000 |
Components of Company's Investment in Direct Financing Leases (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Capital Leased Assets [Line Items] | ||
Total minimum lease payments receivable | $ 327 | $ 261 |
Estimated residual values of leased equipment (unguaranteed) | 50 | 46 |
Investment in direct financing leases | 377 | 307 |
Less unearned income | (107) | (70) |
Net investment in direct financing leases | $ 270 | $ 237 |
Summary of significant accounting policies
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Jun. 30, 2012
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Summary of significant accounting policies | 2. Summary of significant accounting policies:Basis of presentation:The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results of operations. Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data. In preparing the accompanying unaudited financial statements, the Managing Member has reviewed events that have occurred after June 30, 2012 up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements, or adjustments thereto. Use of estimates:The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable. Segment reporting:The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly the Company operates in one reportable operating segment in the United States. The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Company’s total revenues for the six months ended June 30, 2012 and 2011 and long-lived assets as of June 30, 2012 and December 31, 2011 (dollars in thousands):
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 securitiesPurchased 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. During the first three months of 2012, the Company recorded $32 thousand of fair value adjustments to reduce the cost basis of certain impaired investments. No additional fair value adjustment was deemed necessary through June 30, 2012. By comparison, $57 thousand of fair value adjustments relative to impaired investments were recorded during the first six months of 2011, $2 thousand of which was recorded during the three months ended June 30, 2011. WarrantsWarrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value, as determined by the Managing Member, on the balance sheet as assets or liabilities. At June 30, 2012 and December 31, 2011, the Managing Member estimated the fair value of the warrants to be nominal in amount. During the three and six months ended June 30, 2012, the Company recorded unrealized gains of $6 thousand and $59 thousand, respectively, relative to the conversion of warrants associated with shares of a venture company. In addition, the Company recognized gains on the net exercise of certain warrants totaling $1 thousand during the three and six months ended June 30, 2012. By comparison, gains realized on the exercise of warrants totaled $25 thousand and $32 thousand for the respective three and six months ended June 30, 2011. Foreign currency transactions:Foreign currency transaction gains and losses are reported in the results of operations as “other income” or “other loss” in the period in which they occur. Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions risks to date have not been significant. The Company’s net foreign currency translation gains and losses were nominal during both the three- and six-month periods of 2012 and 2011. Per Unit data:Net income and distributions per Unit are based upon the weighted average number of Other Members’ Units outstanding during the period. Recent accounting pronouncements:In May 2011, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board (“IASB”) (collectively the “Boards”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP. ASU 2011-04 is effective for the first interim or annual reporting period beginning after December 15, 2011 and shall be applied prospectively. The Company adopted the provisions of ASU 2011-04 effective January 1, 2012. The fair value measurement provisions of ASU 2011-04 had no material impact on the Company’s financial position or results of operations. |