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 | 26-4695354 | |
(State or other jurisdiction of Incorporation or organization) |
(I. R. S. Employer Identification No.) |
(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 | |||
Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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 April 30, 2018 was 8,247,599.
None.
2
(In Thousands)
March 31, 2018 |
December 31, 2017 |
|||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents | $ | 654 | $ | 1,266 | ||||
Accounts receivable, net | 81 | 86 | ||||||
Investment in securities | 151 | 121 | ||||||
Warrants, fair value | 245 | 232 | ||||||
Investments in equipment and leases, net | 22,325 | 23,291 | ||||||
Prepaid expenses and other assets | 115 | 85 | ||||||
Total assets | $ | 23,571 | $ | 25,081 | ||||
LIABILITIES AND MEMBERS CAPITAL |
||||||||
Accounts payable and accrued liabilities: |
||||||||
Managing Member | $ | 3 | $ | 66 | ||||
Affiliates | 63 | 215 | ||||||
Accrued distributions to Other Members | | 797 | ||||||
Other | 721 | 726 | ||||||
Non-recourse debt | 3,374 | 4,229 | ||||||
Senior long-term debt | 2,068 | 2,068 | ||||||
Credit facility | 1,950 | 1,950 | ||||||
Unearned operating lease income | 106 | 106 | ||||||
Total liabilities | 8,285 | 10,157 | ||||||
Commitments and contingencies |
||||||||
Members capital: |
||||||||
Managing Member | | | ||||||
Other Members | 15,286 | 14,924 | ||||||
Total Members capital | 15,286 | 14,924 | ||||||
Total liabilities and Members capital | $ | 23,571 | $ | 25,081 |
See accompanying notes.
3
(In Thousands Except for Units and Per Unit Data)
(Unaudited)
Three Months Ended March 31, |
||||||||
2018 | 2017 | |||||||
Revenues: |
||||||||
Leasing and lending activities: |
||||||||
Operating leases | $ | 1,658 | $ | 1,931 | ||||
Direct financing leases | 2 | 4 | ||||||
Interest on notes receivable | 2 | | ||||||
Gain on sales of lease assets and early termination of notes receivable | 98 | 219 | ||||||
Unrealized gain (loss) on fair value adjustment for warrants | 13 | (1 | ) | |||||
Unrealized gain on fair value adjustment for marketable securities | 30 | | ||||||
Other | 4 | 71 | ||||||
Total revenues | 1,807 | 2,224 | ||||||
Expenses: |
||||||||
Depreciation of operating lease assets | 852 | 1,094 | ||||||
Asset management fees to Managing Member | 75 | 81 | ||||||
Cost reimbursements to Managing Member and/or affiliates | 214 | 212 | ||||||
Reversal of provision for credit losses | (13 | ) | (31 | ) | ||||
Impairment losses on equipment | | 21 | ||||||
Amortization of initial direct costs | 3 | 4 | ||||||
Interest expense | 65 | 71 | ||||||
Professional fees | 65 | 62 | ||||||
Outside services | 38 | 35 | ||||||
Taxes on income and franchise fees | 26 | 20 | ||||||
Bank charges | 31 | 27 | ||||||
Railcar maintenance | 25 | 117 | ||||||
Other | 44 | 41 | ||||||
Total expenses | 1,425 | 1,754 | ||||||
Net income | $ | 382 | $ | 470 | ||||
Net income: |
||||||||
Managing Member | $ | | $ | 151 | ||||
Other Members | 382 | 319 | ||||||
$ | 382 | $ | 470 | |||||
Net income per Limited Liability Company Unit (Other Members) | $ | 0.05 | $ | 0.04 | ||||
Weighted average number of Units outstanding | 8,247,599 | 8,310,108 |
See accompanying notes.
4
(In Thousands Except for Units and Per Unit Data)
Amount | ||||||||||||||||
Units | Other Members |
Managing Member |
Total | |||||||||||||
Balance December 31, 2016 | 8,316,662 | $ | 22,113 | | $ | 22,113 | ||||||||||
Repurchase of Units | (59,063 | ) | (164 | ) | | (164 | ) | |||||||||
Distributions to Other Members ($0.90 per Unit) | | (7,423 | ) | | (7,423 | ) | ||||||||||
Distributions to Managing Member | | | (602 | ) | (602 | ) | ||||||||||
Net income | | 398 | 602 | 1,000 | ||||||||||||
Balance December 31, 2017 | 8,257,599 | 14,924 | | 14,924 | ||||||||||||
Repurchase of Units | (10,000 | ) | (20 | ) | | (20 | ) | |||||||||
Net income | | 382 | | 382 | ||||||||||||
Balance March 31, 2018 (Unaudited) | 8,247,599 | $ | 15,286 | $ | | $ | 15,286 |
See accompanying notes.
5
(In Thousands)
(Unaudited)
Three Months Ended March 31, |
||||||||
2018 | 2017 | |||||||
Operating activities: |
||||||||
Net income | $ | 382 | $ | 470 | ||||
Adjustment to reconcile net income to cash provided by operating activities: |
||||||||
Gain on sales of lease assets and early termination of notes receivable | (98 | ) | (219 | ) | ||||
Depreciation of operating lease assets | 852 | 1,094 | ||||||
Amortization of initial direct costs | 3 | 4 | ||||||
Reversal of provision for credit losses | (13 | ) | (31 | ) | ||||
Impairment losses on equipment | | 21 | ||||||
Unrealized (gain) loss on fair value adjustment for warrants | (13 | ) | 1 | |||||
Unrealized gain on fair value adjustment for marketable securities | (30 | ) | | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable | 3 | 390 | ||||||
Prepaid expenses and other assets | (30 | ) | 7 | |||||
Accounts payable, Managing Member | 2 | (103 | ) | |||||
Accounts payable, other | (5 | ) | 2 | |||||
Accrued liabilities, affiliates | (152 | ) | 57 | |||||
Unearned operating lease income | | (22 | ) | |||||
Net cash provided by operating activities | 901 | 1,671 | ||||||
Investing activities: |
||||||||
Proceeds from sales of lease assets and early termination of notes receivable | 204 | 638 | ||||||
Principal payments received on direct financing leases | 5 | 3 | ||||||
Principal payments received on notes receivable | 15 | 18 | ||||||
Net cash provided by investing activities | 224 | 659 | ||||||
Financing activities: |
||||||||
Repayments under non-recourse debt | (855 | ) | (1,010 | ) | ||||
Distributions to Other Members | (797 | ) | (1,862 | ) | ||||
Distributions to Managing Member | (65 | ) | (151 | ) | ||||
Repurchase of Units | (20 | ) | (54 | ) | ||||
Net cash used in financing activities | (1,737 | ) | (3,077 | ) | ||||
Net decrease in cash and cash equivalents | (612 | ) | (747 | ) | ||||
Cash and cash equivalents at beginning of period | 1,266 | 4,639 | ||||||
Cash and cash equivalents at end of period | $ | 654 | $ | 3,892 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid during the period for interest | $ | 45 | $ | 51 | ||||
Cash paid during the period for taxes | $ | 3 | $ | 42 | ||||
Schedule of non-cash transactions: |
||||||||
Distributions payable to Other Members at period-end | $ | | $ | 800 | ||||
Distributions payable to Managing Member at period-end | $ | 3 | $ | 65 |
See accompanying notes.
6
ATEL 14, LLC (the Company or the Fund) was formed under the laws of the state of California on April 1, 2009 (Date of Inception) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the Managing Member or Manager), a Nevada limited liability company. Prior to May 9, 2011, the Manager was named ATEL Associates 14, LLC. The Managing Member is controlled by ATEL Financial Services, LLC (AFS), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial members capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.
As of March 31, 2018, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $83.5 million (inclusive of the $500 initial Members capital investment) have been received. As of the same date, 8,247,599 Units were issued and outstanding.
The Company is governed by the ATEL 14, LLC amended and restated limited liability company operating agreement dated October 7, 2009 (the Operating Agreement). Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates 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 the Managing Member.
These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2017, 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 months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant 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, as determined necessary by the Managing Member, events that have occurred after March 31, 2018, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements, or adjustments thereto.
Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.
7
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 organized into one operating segment 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 region in which the Company seeks leasing opportunities is North America. For the three months ended March 31, 2018 and 2017, and as of March 31, 2018 and December 31, 2017, all of the Companys operating revenues and long-lived assets relate to customers domiciled in the United States.
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 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
8
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 marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.
From time to time, the Company may purchase securities of its borrowers or receive warrants in connection with its lending arrangements.
The Companys purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company's results of operations. The Companys purchased securities that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. 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. The Company had $151 thousand and $121 thousand of purchased securities at March 31, 2018 and December 31, 2017 respectively. There was no gain on sales or dispositions of investment in securities during the three months ended March 31, 2018 and 2017. Based upon the Companys review of its portfolio, fair value adjustments of $30 thousand were deemed necessary for the three months ended March 31, 2018 and none for the respective prior year period.
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the respective three months ended March 31, 2018 and 2017, the Company recorded an unrealized gain of $13 thousand and unrealized loss of $1 thousand on fair valuation of its warrants, respectively. The unrealized loss recorded during the current year period decreased the estimated fair value of the Companys portfolio of warrants to $245 thousand at March 31, 2018 from $232 thousand at December 31, 2017. There were no exercises of warrants, net or otherwise, during the three months ended March 31, 2018 and 2017.
Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating and direct financing lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The
9
remainder of the Funds cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from in various industries, related to equipment on operating leases.
Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipments estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with ASC 840-20-35-3, over the periods of the lease terms contained in each assets respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43).
The Company does not use the equipment held in its portfolio, but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a material reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Companys quarterly impairment analysis, as described below. Maintenance costs associated with the Funds portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.
Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet. Operating leases 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 considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon managements judgment, the related operating leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, revenues are recognized on a cash basis.
The Company capitalizes initial direct costs (IDC) associated with the origination of lease assets. IDC includes both internal costs (e.g., the costs of employees activities in connection with successful lease originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease basis based on actual contract term using a straight-line method for operating leases. Upon disposal of the underlying lease assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.
10
The Company issues only one class of Units, none of which are considered dilutive. Net income (loss) and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.
Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1 Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.
Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.
Level 3 Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Companys own estimates of assumptions that market participants would use in pricing the asset or liability.
The Companys valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral, and/or other valuation techniques. These techniques are significantly affected by certain of the Companys assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Companys investments in equipment, notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.
In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and disclosures.
In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments Credit Losses (Topic 326) (ASU 2016-13). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial
11
assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.
In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (ASU 2016-02). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting under GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While early adoption is permitted, the Company does not expect to elect that option. The Company expects to adopt the guidance in the first quarter 2019 using the modified retrospective method. Management is currently evaluating the impact of this standard on the financial statements and its operational and related disclosure requirements, including the impact on the Companys current lease portfolio from a lessor perspective. Given the limited changes to lessor accounting, Management does not expect material changes to recognition or measurement, but the Company is early in the implementation process and will continue to evaluate the impact.
In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (v) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-01 did have an impact on its financial statements and disclosures. The Companys purchased securities registered for public sale with readily determinable fair value are carried at fair value. The Company elected to record equity investments without readily determinable fair values at cost, less impairment, and adjusted for changes in observable prices. Any changes in the basis of these equity investments are reported in current earnings.
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to
12
be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. This guidance is effective for the Company beginning on January 1, 2018. Managements evaluation of the impact of such adoption on the financial statements of the Fund indicated that such impact was non-material as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Companys revenues since leases are not included within the scope of Topic 825.
The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The notes are generally secured by the equipment financed. As of March 31, 2018, the terms of the notes receivable are from 84 to 90 months and have interest rates ranging from 16.91% to 18% per annum. The notes had a net outstanding balance of $0 at both March 31, 2018 and December 31, 2017. The notes all mature in 2020.
As of March 31, 2018, two of the Companys notes receivable previously in non-accrual status as of December 31, 2017 were removed from said status. Details are as follows, in thousands, except for the number of notes receivable and the interest rate:
Notes receivable | ||||
Non-accrual | ||||
December 31, 2017 |
||||
Number of notes | 2 | |||
Net investment value | $ | 15 | ||
Annual interest rate | 18 | % | ||
Fair value adjustments | $ | 15 | ||
Fair value amount | $ | | ||
Interest income not recorded relative to original terms | $ | 8 |
Date | Notes modifications | |
December 1, 2014 | Notes placed on non-accrual status. | |
January 1, 2015 | Defer payment of principal, interest-only payments at their original rates through June 30, 2015. Payments will be adjusted so ultimate amounts paid will reflect interest earned at 18% per annum related to the entire term from the original funding date. |
|
1st quarter 2015 | Impairment totaling $33 thousand was recorded. | |
3rd quarter 2015 | Impairment totaling $30 thousand was recorded. | |
4th quarter 2015 | Extend interest only payments through June 30, 2016. | |
Entire balance on the notes due on July 1, 2016. | ||
1st quarter 2016 | Impairment totaling $6 thousand was recorded. | |
3rd quarter 2016 | Extend interest only payments through January 1, 2017. | |
1st quarter 2017 | Extend payment schedule through January 1, 2020. | |
Notes mature on January 1, 2020. | ||
1st quarter 2018 | Notes removed from non-accrual status as of March 31, 2018. |
13
The Companys allowance for credit losses are as follows (in thousands):
Allowance for Doubtful Accounts |
Valuation Adjustments on Financing Receivables |
Total Allowance for Credit Losses |
||||||||||
Operating Leases |
Notes Receivable |
|||||||||||
Balance December 31, 2016 | $ | 31 | $ | 69 | $ | 100 | ||||||
Reversal of credit losses | (31 | ) | (54 | ) | (85 | ) | ||||||
Balance December 31, 2017 | | 15 | 15 | |||||||||
Provision for (reversal of) credit losses | 2 | (15 | ) | (13 | ) | |||||||
Balance March 31, 2018 | $ | 2 | $ | | $ | 2 |
As December 31, 2017, the Companys allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):
December 31, 2017 |
Notes Receivable |
Finance Leases |
||||||
Allowance for credit losses: |
||||||||
Ending balance | $ | 15 | $ | | ||||
Ending balance: individually evaluated for impairment | $ | 15 | $ | | ||||
Ending balance: collectively evaluated for impairment | $ | | $ | | ||||
Financing receivables: |
||||||||
Ending balance | $ | 15 | $ | 19 | ||||
Ending balance: individually evaluated for impairment | $ | 15 | $ | 19 | ||||
Ending balance: collectively evaluated for impairment | $ | | $ | |
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.
14
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 March 31, 2018, and December 31, 2017, 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 | |||||||||||||||
March 31, 2018 |
December 31, 2017 |
March 31, 2018 |
December 31, 2017 |
|||||||||||||
Pass | $ | | $ | | $ | 15 | $ | 19 | ||||||||
Special mention | | 15 | | | ||||||||||||
Substandard | | | | | ||||||||||||
Doubtful | | | | | ||||||||||||
Total | $ | | $ | 15 | $ | 15 | $ | 19 |
As of December 31, 2017, the Companys impaired loans were as follows (in thousands):
Impaired Loans | ||||||||||||||||||||||||
December 31, 2017 | 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 | 15 | 15 | 15 | 42 | | |||||||||||||||||||
Total | $ | 15 | $ | 15 | $ | 15 | $ | 42 | $ | |
At March 31, 2018 and December 31, 2017, the investment in financing receivables is aged as follows (in thousands):
March 31, 2018 | 31 60 Days Past Due |
61 90 Days Past Due |
Greater Than 90 Days |
Total Past Due |
Current | Total Financing Receivables |
Recorded Investment >90 Days and Accruing |
|||||||||||||||||||||
Notes receivable | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||
Finance leases | | | | | 15 | 15 | | |||||||||||||||||||||
Total | $ | | $ | | $ | | $ | | $ | 15 | $ | 15 | $ | |
December 31, 2017 | 31 60 Days Past Due |
61 90 Days Past Due |
Greater Than 90 Days |
Total Past Due |
Current | Total Financing Receivables |
Recorded Investment >90 Days and Accruing |
|||||||||||||||||||||
Notes receivable | $ | | $ | | $ | | $ | | $ | 15 | $ | 15 | $ | | ||||||||||||||
Finance leases | | | | | 19 | 19 | | |||||||||||||||||||||
Total | $ | | $ | | $ | | $ | | $ | 34 | $ | 34 | $ | |
At December 31, 2017, the Company had two notes receivable which were on non-accrual status (See Note 3). These same notes were removed from non-accrual status as of March 31, 2018.
15
The Companys investment in equipment and leases consists of the following (in thousands):
Balance December 31, 2017 |
Reclassifications, Improvements/ Dispositions and Impairment Losses |
Depreciation/ Amortization Expense or Amortization of Leases |
Balance March 31, 2018 |
|||||||||||||
Net investment in operating leases | $ | 22,612 | $ | (248 | ) | $ | (852 | ) | $ | 21,512 | ||||||
Net investment in direct financing leases | 19 | | (5 | ) | 14 | |||||||||||
Assets held for sale or lease, net | 652 | 142 | | 794 | ||||||||||||
Initial direct costs, net of accumulated amortization of $63 at March 31, 2018 and $60 at December 31, 2017 | 8 | | (3 | ) | 5 | |||||||||||
Total | $ | 23,291 | $ | (106 | ) | $ | (860 | ) | $ | 22,325 |
Recorded values of the Companys leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the assets lease contract and undiscounted future rents from the existing lease contract, if any. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances.
As a result of these reviews, the Company recorded impairment losses of $0 and $21 thousand during the three months ended March 31, 2018 and 2017, respectively.
The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment on operating leases currently in its portfolio. Depreciation expense on the Companys equipment totaled $852 thousand and $1.1 million for the respective three months ended March 31, 2018 and 2017.
IDC amortization expense related to operating leases and direct financing leases totaled $3 thousand and $4 thousand for the respective three months ended March 31, 2018 and 2017.
16
Property on operating leases consists of the following (in thousands):
Balance December 31, 2017 |
Additions | Reclassifications or Dispositions |
Balance March 31, 2018 |
|||||||||||||
Marine vessel | $ | 19,410 | $ | | $ | | $ | 19,410 | ||||||||
Transportation, rail | 9,211 | | (731 | ) | 8,481 | |||||||||||
Transportation | 7,467 | | | 7,467 | ||||||||||||
Manufacturing | 6,595 | | (144 | ) | 6,451 | |||||||||||
Research | 2,250 | | | 2,250 | ||||||||||||
Materials handling | 1,485 | | | 1,485 | ||||||||||||
Construction | 1,264 | | (16 | ) | 1,248 | |||||||||||
Agriculture | 542 | | | 542 | ||||||||||||
Air support equipment | 120 | | | 120 | ||||||||||||
Other | 83 | | | 83 | ||||||||||||
48,427 | | (891 | ) | 47,536 | ||||||||||||
Less accumulated depreciation | (25,815 | ) | (852 | ) | 643 | (26,024 | ) | |||||||||
Total | $ | 22,612 | $ | (852 | ) | $ | (248 | ) | $ | 21,512 |
The average estimated residual value for assets on operating leases was 39% and 38% of the assets original cost at March 31, 2018 and December 31, 2017, respectively. There were no operating leases in non-accrual status at both March 31, 2018 and December 31, 2017.
All of the Companys lease asset purchases and capital improvements were made during the years from 2009 through 2015.
As of March 31, 2018 and December 31, 2017, investment in direct financing leases consists of materials handling equipment. The components of the Companys investment in direct financing leases as of March 31, 2018 and December 31, 2017 are as follows (in thousands):
Balance March 31, 2018 |
Balance December 31, 2017 |
|||||||
Total minimum lease payments receivable | $ | 15 | $ | 22 | ||||
Estimated residual values of leased equipment (unguaranteed) | 1 | 1 | ||||||
Investment in direct financing leases | 16 | 23 | ||||||
Less unearned income | (2 | ) | (4 | ) | ||||
Net investment in direct financing leases | $ | 14 | $ | 19 |
As of March 31, 2018 and December 31, 2017, there were no investments in direct financing leases in non-accrual status.
17
At March 31, 2018, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):
Operating Leases |
Direct Financing Leases |
Total | ||||||||||
Nine months ending December 31, 2018 | 2,993 | 15 | 3,008 | |||||||||
Year ending December 31, 2019 | 1,342 | | 1,342 | |||||||||
2020 | 312 | | 312 | |||||||||
2021 | 54 | | 54 | |||||||||
$ | 4,701 | $ | 15 | $ | 4,716 |
The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of March 31, 2018, the respective useful lives of each category of lease assets in the Companys portfolio are as follows (in years):
Equipment category | Useful Life | |||
Transportation, rail | 35 40 | |||
Marine vessel | 20 30 | |||
Air support equipment | 15 20 | |||
Manufacturing | 10 15 | |||
Agriculture | 7 10 | |||
Construction | 7 10 | |||
Materials handling | 7 10 | |||
Transportation | 7 10 | |||
Research | 5 7 |
The terms of the Operating Agreement provide that the Managing Member 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 the Managing Member and/or affiliates for providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel, and lease and equipment documentation. The Managing Member is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments.
Each of ATEL Financial Services, LLC (AFS) and ATEL Leasing Corporation (ALC) is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.
Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.
18
The Managing Member and/or affiliates earned fees and billed for reimbursements of costs and expenses, pursuant to the Operating Agreement, during the three months ended March 31, 2018 and 2017 as follows (in thousands):
Three Months Ended March 31, |
||||||||
2018 | 2017 | |||||||
Administrative costs reimbursed to Managing Member and/or affiliates | $ | 214 | $ | 212 | ||||
Asset management fees to Managing Member | 75 | 81 | ||||||
$ | 289 | $ | 293 |
At March 31, 2018, 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 1.97% to 3.00% per annum. The notes are secured by assignments of lease payments and pledges of assets. At March 31, 2018, gross operating lease rentals totaled $3.4 million over the remaining lease terms, and the carrying value of the pledged assets is $14.2 million. The notes mature at various dates from 2018 through 2019.
The non-recourse debt does not contain any material financial covenants. The debt is secured by a specific 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 leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lenders, such as warranties as to genuineness of the transaction parties signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the Companys good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by such industry as being consistent with non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.
Future minimum payments of non-recourse debt are as follows (in thousands):
Principal | Interest | Total | ||||||||||
Nine months ending December 31, 2018 | 2,378 | 45 | 2,423 | |||||||||
Year ending December 31, 2019 | 996 | 8 | 1,004 | |||||||||
$ | 3,374 | $ | 53 | $ | 3,427 |
19
As of March 31, 2018, the $2.1 million of senior long-term debt consists of a note payable to a lender. Such debt was utilized during the fourth quarter of 2013 to partially fund the marine vessel and related bareboat charter purchased by the Fund and its affiliate, ATEL 15, LLC. The note bears interest at a fixed-rate of 3.5% per annum, to accrue in arrears on a monthly basis. The full pro rata principal amount of $2.1 million plus all outstanding accrued and unpaid interest of approximately $400 thousand shall be paid in one payment of $2.5 million due on May 25, 2019. The note is recourse to the residual value of the vessel which is expected to be well in excess of the note amount. In addition, the lender has recourse to the Funds general assets up to $2.5 million. The note does not contain any material financial covenants and is guaranteed as a senior obligation of the Fund.
The Company participates with ATEL Capital Group and certain subsidiaries and affiliated funds in a $75 million revolving credit facility (the Credit Facility) with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital facility, an acquisition facility (the Acquisition Facility) and a warehouse facility (the Warehouse Facility), the Company and affiliates, and a venture facility.
After various amendments to extend, and adjust the base amounts availability, the Credit Facility has been extended to June 30, 2019 and ATEL 17, LLC, an affiliated company, has been added to the credit facility. 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. Such Credit Facility includes certain financial covenants.
As of March 31, 2018 and December 31, 2017, borrowings under the Credit Facility were as follows (in thousands):
March 31, 2018 |
December 31, 2017 |
|||||||
Total available under the financing arrangement | $ | 75,000 | $ | 75,000 | ||||
Amount borrowed by the Company under the acquisition facility | (1,950 | ) | (1,950 | ) | ||||
Amount borrowed by affiliated partnerships and limited liability companies under the venture, acquisition, and warehouse facilities | (1,565 | ) | (3,820 | ) | ||||
Total remaining available under the venture, acquisition and warehouse facilities | $ | 71,485 | $ | 69,230 |
The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of March 31, 2018, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under the Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.
As of March 31, 2018, the Companys Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $15.3 million, 0.48 to 1, and 20.34 to 1, respectively,
20
as of March 31, 2018. As such, as of March 31, 2018, 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.
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.
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 is a pro rata participant in the Warehousing Trust, as described below. When a program no longer has a need for short-term financing provided by the Warehousing Facility, it is removed from participation, and as new leasing investment entities are formed by AFS and ALC and commence their acquisition stages, these new entities are added.
As of March 31, 2018, the investment program participants were the Company, ATEL 15, LLC, ATEL 16, LLC and ATEL 17, 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 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.
The Company borrowed $2 million under the Acquisition Facility as of March 31, 2018 and December 31, 2017.
At March 31, 2018, there were no commitments to fund investments in notes receivable and to purchase lease assets.
A total of 8,247,599 and 8,257,599 Units were issued and outstanding as of March 31, 2018 and December 31, 2017, respectively. These amounts included the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.
21
Distributions to the Other Members for the three months ended March 31, 2018 and 2017 were as follows (in thousands except Units and per Unit data):
Three Months Ended March 31, |
||||||||
2018 | 2017 | |||||||
Distributions declared | $ | | $ | 1,859 | ||||
Weighted average number of Units outstanding | 8,247,599 | 8,310,108 | ||||||
Weighted average distributions per Unit | $ | | $ | 0.22 |
Under applicable accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
At March 31, 2018, the Companys investment in securities and warrants were measured on a recurring basis. At December 31, 2017, only the Companys warrants were measured on a recurring basis. In addition, certain off-lease equipment deemed impaired were measured at fair value on a non-recurring basis as of March 31, 2018. During the year ended December 31, 2017, certain notes receivable were deemed impaired and measured at fair value on a non-recurring basis.
Such fair value adjustments utilized the following methodology:
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of March 31, 2018 and December 31, 2017, the calculated fair value of the Funds warrant portfolio approximated $245 thousand and $232 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.
The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2018 and 2017 and classified as Level 3 are as follows (in thousands):
Three Months Ended March 31, |
||||||||
2018 | 2017 | |||||||
Fair value of warrants at beginning of period | $ | 232 | $ | 247 | ||||
Unrealized gain (loss) on fair value adjustment for warrants | 13 | (1 | ) | |||||
Fair value of warrants at end of period | $ | 245 | $ | 246 |
The Companys investment securities registered for public sale (on a recurring basis) with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company's results of operations.
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.
22
The fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2018 and classified as Level 1 are as follows (in thousands):
Fair value of securities at beginning of period | $ | 21 | ||
Unrealized gain on fair value of securities | 30 | |||
Fair value of investment securities at end of period | $ | 51 |
The fair value of the Companys notes receivable, when impairment adjustments are required, is estimated using either third party appraisals or estimations of the value of collateral (for collateral dependent loans) or discounted cash flow analyses (by discounting estimated future cash flows) using the effective interest rate contained in the terms of the original loan. At March 31, 2018 and December 31, 2017 the Company did not record fair value adjustments on notes receivable.
The fair value adjustments when recorded are non-recurring and are based upon an estimated valuation of underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired notes receivable is classified within Level 3 of the valuation hierarchy. The valuation utilizes a market approach technique and uses inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the underlying collateral.
During the three months ended March 31, 2018 and 2017, the Company recorded fair value adjustments totaling $0 and $21 thousand, respectively, to reduce the cost basis of certain off-lease research and construction equipment.
Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets were 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.
Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the aforementioned impaired investment securities were classified within Level 3 of the valuation hierarchy.
The following tables summarize the valuation techniques and significant unobservable inputs used for the Companys recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at March 31, 2018 and December 31, 2017:
March 31, 2018 | ||||||||||||||||
Name | Valuation Frequency | Valuation Technique |
Unobservable Inputs | Range of Input Values |
||||||||||||
Warrants | Recurring | Black-Scholes formulation | Stock price | $0.00 $14.75 | ||||||||||||
Exercise price | $0.01 $1,000.00 | |||||||||||||||
Time to maturity (in years) | 2.37 7.83 | |||||||||||||||
Risk-free interest rate | 2.31% 2.70% | |||||||||||||||
Annualized volatility | 51.12% 88.34% |
23
December 31, 2017 | ||||||||||||||||
Name | Valuation Frequency | Valuation Technique |
Unobservable Inputs | Range of Input Values |
||||||||||||
Warrants | Recurring | Black-Scholes formulation | Stock price | $0.00 $14.75 | ||||||||||||
Exercise price | $0.01 $1,000.00 | |||||||||||||||
Time to maturity (in years) | 2.62 8.08 | |||||||||||||||
Risk-free interest rate | 1.94% 2.36% | |||||||||||||||
Annualized volatility | 52.08% 84.08% | |||||||||||||||
Impaired Notes Receivable | Non-recurring | Market Approach | Third Party Agents' estimate of the value of collateral |
$6,530 $17,051 | ||||||||||||
Condition of collateral (equipment) |
Poor to Average |
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Companys financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Companys financial statements and related notes.
The Company determines 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.
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 generally estimated based upon various methodologies deployed by financial and credit management including, but not limited to, credit analysis, third party appraisal and/or discounted cash flow analysis based upon current market valuation techniques and market rates for similar types of lending arrangements, which may consider adjustments for impaired loans as deemed necessary.
The fair value of the Companys non-recourse and long-term debt is estimated using discounted cash flow analyses, based upon 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.
24
The following tables present estimated fair values of the Companys financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at March 31, 2018 and December 31, 2017 (in thousands):
Fair Value Measurements at March 31, 2018 | ||||||||||||||||||||
Carrying Value |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents | $ | 654 | $ | 654 | $ | | $ | | $ | 654 | ||||||||||
Investment in securities | 51 | 51 | | | 51 | |||||||||||||||
Warrants, fair value | 245 | | | 245 | 245 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Non-recourse debt | 3,374 | | | 3,360 | 3,360 | |||||||||||||||
Senior long-term debt | 2,068 | | | 2,391 | 2,391 | |||||||||||||||
Acquisition credit facility | 1,950 | | | 1,950 | 1,950 |
Fair Value Measurements at December 31, 2017 | ||||||||||||||||||||
Carrying Value |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
Financial assets: |
||||||||||||||||||||
Cash and cash equivalents | $ | 1,266 | $ | 1,266 | $ | | $ | | $ | 1,266 | ||||||||||
Notes receivable, net | | | | | | |||||||||||||||
Investment in securities | 121 | | | 121 | 121 | |||||||||||||||
Warrants, fair value | 232 | | | 232 | 232 | |||||||||||||||
Financial liabilities: |
||||||||||||||||||||
Non-recourse debt | 4,229 | | | 4,218 | 4,218 | |||||||||||||||
Senior long-term debt | 2,068 | | | 2,379 | 2,379 | |||||||||||||||
Acquisition credit facility | 1,950 | | | 1,950 | 1,950 |
25
Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Companys performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Companys performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the 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 14, LLC (the Company or the Fund) was formed under the laws of the state of California on April 1, 2009 (Date of Inception) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities.
The Company may continue until December 31, 2030. Periodic distributions are paid at the discretion of the Managing Member.
The Company had net income of $382 thousand and $470 thousand for the three months ended March 31, 2018 and 2017, respectively. Results for the first quarter of 2018 reflect decreases in both total revenues and total expenses when compared to the prior year period.
Total revenues for the first quarter of 2018 decreased by $417 thousand, or 19%, as compared to the prior year period. Such decrease was largely due to a $273 thousand, or 14%, reduction in operating lease revenues, mainly the result of portfolio run-off and dispositions of lease assets; a $121 thousand, or 55%, lesser gain realized on sales of lease assets and early termination of notes receivable, mainly attributable to a lower volume of sales activities during 2018; and a $67 thousand decrease, or 94%, in other revenues, mainly attributable to a one-time increase in 2017 in deferred maintenance fees associated with returned equipment. Such decreases were partially offset by a $44 thousand increase in unrealized gains on the fair value adjustment for warrants and investment securities.
Total expenses for the first quarter of 2018 decreased by $329 thousand, or 19%, as compared to the prior year period. The decrease in total expenses was largely a result of a $242 thousand, or 22%, reduction in depreciation expense, mostly the result of run-off and sales of lease assets; a $92 thousand, or 79% decrease in railcar maintenance, a result of increased sales of railcar leased assets; and a $21 thousand, or 100%, decrease in impairment losses on equipment.
At March 31, 2018 and December 31, 2017, the Companys cash and cash equivalents totaled $654 thousand and $1.3 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.
26
The Company currently believes it has adequate reserves available 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. The Managing Member envisions no such requirements for operating purposes.
The following table sets forth summary cash flow data (in thousands):
Three Months Ended March 31, |
||||||||
2018 | 2017 | |||||||
Net cash provided by (used in): |
||||||||
Operating activities | $ | 901 | $ | 1,671 | ||||
Investing activities | 224 | 659 | ||||||
Financing activities | (1,737 | ) | (3,077 | ) | ||||
Net (decrease) increase in cash and cash equivalents | $ | (612 | ) | $ | (747 | ) |
During the respective three month periods ended March 31, 2018 and 2017, the Companys primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts. The Company also realized $204 thousand and $638 thousand of proceeds from sales of lease assets and/or the early termination of notes receivable during the respective periods.
During the same comparative periods, cash was primarily used to make distributions, and to pay down non-recourse debt. Distributions paid to the Other Members and the Managing Member and cash payments made to reduce non-recourse debt amounted to $1.7 million and $3.0 million, respectively, for both of the indicated reporting periods.
The Company participates with ATEL Capital Group and certain subsidiaries and affiliated funds in a $75 million revolving credit facility (the Credit Facility) with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital facility, an acquisition facility (the Acquisition Facility) and a warehouse facility (the Warehouse Facility), the Company and affiliates, and a venture facility.
After various amendments to extend, and adjust the base amounts availability, the Credit Facility has been extended to June 30, 2019 and ATEL 17, LLC, an affiliated company, has been added to the Credit Facility. 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. Such Credit Facility includes certain financial 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 was in compliance with all applicable covenants under the Credit Facility as of March 31, 2018. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.
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.
27
As of March 31, 2018, the material financial covenants are summarized as follows:
Minimum Tangible Net Worth: $10.0 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 there from (without duplication of deductions) the net book amount of all assets of the Company, after deducting any reserves and other amounts for assets which would be treated as intangibles under accounting principles generally accepted in the United States of America (GAAP), and after certain other adjustments permitted under the agreements.
The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and (EBITDA) interest coverage ratio, as calculated per the Credit Facility agreement of $15.3 million, 0.48 to 1, and 20.34 to 1, respectively, as of March 31, 2018. As such, as of March 31, 2018, the Company was in compliance with all such material financial covenants.
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 March 31, 2018 (in thousands):
Net income GAAP basis | $ | 912 | ||
Interest expense | 247 | |||
Depreciation and amortization | 3,862 | |||
Amortization of initial direct costs | 15 | |||
Reversal of provision for credit losses | (67 | ) | ||
Unrealized gain on fair value adjustment for warrants | (29 | ) | ||
Principal payments received on direct financing leases | 16 | |||
Principal payments received on notes receivable | 68 | |||
EBITDA (for Credit Facility financial covenant calculation only) | $ | 5,024 |
For detailed information on the Companys debt obligations, see Notes 7 through 9 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).
The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of December 2009. The monthly distribution were discontinued in 2018 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Manager.
28
Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the ATEL 14, LLC Prospectus dated October 7, 2009 (Prospectus) under Income, Losses and Distributions Reinvestment. Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.
Cash distributions were based on current and anticipated gross revenues from the leases and loans acquired. During the Funds acquisition and operating stages, the Fund may incur short term borrowing to fund regular distributions of such gross revenues to be generated by newly acquired transactions during their respective initial fixed terms. As such, all Fund periodic cash distributions made during these stages have been, and are expected in the future to be, based on the Funds actual and anticipated gross revenues to be generated from the binding initial terms of the leases and loans acquired.
The following table summarizes distribution activity for the Fund from inception through March 31, 2018 (in thousands except for Units and Per Unit Data):
Distribution Period(1) | Paid | Return of Capital | Distribution of Income | Total Distribution | Total Distribution per Unit(2) | Weighted Average Units Outstanding(3) | ||||||||||||||||||||||||||||||
Monthly and quarterly distributions |
||||||||||||||||||||||||||||||||||||
Oct 2009 Feb 2010 |
||||||||||||||||||||||||||||||||||||
(Distribution of escrow interest) | Jan Mar 2010 | $ | | $ | | $ | | $ | | n/a | ||||||||||||||||||||||||||
Dec 2009 Dec 2010 | Jan 2010 Jan 2011 | 2,003 | | 2,003 | 0.90 | 2,214,171 | ||||||||||||||||||||||||||||||
Jan 2011 Nov 2011 | Feb Dec 2011 | 4,855 | | 4,855 | 0.87 | 5,597,722 | ||||||||||||||||||||||||||||||
Dec 2011 Nov 2012 | Jan Dec 2012 | 7,562 | | 7,562 | 0.90 | 8,400,238 | ||||||||||||||||||||||||||||||
Dec 2012 Nov 2013 | Jan Dec 2013 | 7,550 | | 7,550 | 0.90 | 8,389,923 | ||||||||||||||||||||||||||||||
Dec 2013 Nov 2014 | Jan Dec 2014 | 7,548 | | 7,548 | 0.90 | 8,386,015 | ||||||||||||||||||||||||||||||
Dec 2014 Nov 2015 | Jan Dec 2015 | 7,535 | | 7,535 | 0.90 | 8,378,495 | ||||||||||||||||||||||||||||||
Dec 2015 Nov 2016 | Jan Dec 2016 | 7,507 | | 7,507 | 0.90 | 8,355,428 | ||||||||||||||||||||||||||||||
Dec 2016 Nov 2017 | Jan Dec 2017 | 7,429 | | 7,429 | 0.90 | 8,293,381 | ||||||||||||||||||||||||||||||
Dec 2017 Feb 2018 | Jan Mar 2018 | 797 | | 797 | 0.10 | 8,260,392 | ||||||||||||||||||||||||||||||
$ | 52,786 | $ | | $ | 52,786 | $ | 7.27 | |||||||||||||||||||||||||||||
Source of distributions |
||||||||||||||||||||||||||||||||||||
Lease and loan payments received | $ | 52,786 | 100.00 | % | $ | | 0.00 | % | $ | 52,786 | 100.00 | % | ||||||||||||||||||||||||
Interest income | | 0.00 | % | | 0.00 | % | | 0.00 | % | |||||||||||||||||||||||||||
Debt against non-cancellable firm term payments on leases and loans | | 0.00 | % | | 0.00 | % | | 0.00 | % | |||||||||||||||||||||||||||
$ | 52,786 | 100.00 | % | | 0.00 | % | $ | 52,786 | 100.00 | % |
(1) | Investors may elect to receive their distributions either monthly or quarterly. See Timing and Method of Distributions on Page 73 of the Prospectus. |
(2) | Total distributions per Unit represents the per Unit distribution rate for those units which were outstanding for all of the applicable period. |
(3) | Balances shown represent weighted average units for the year ended December 31, 2010, the periods from January 1 November 30, 2011, December 1, 2011 November 30, 2012, December 1, 2012 November 30, 2013, December 1, 2013 November 30, 2014, December 1, 2014 November 30, 2015, December 31, 2015 to November 30, 2016, December 31, 2016 to November 30, 2017, and December 31, 2017 to February 28, 2018, respectively. |
29
At March 31, 2018, there were no commitments to fund investments in notes receivable and to purchase lease assets.
None.
For information on recent accounting pronouncements, see Note 2 Summary of Significant Accounting Policies.
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.
The Companys significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2017. There have been no material changes to the Companys significant accounting policies since December 31, 2017.
The Companys Managing Members Chief Executive Officer, and Executive Vice President and Chief Financial and Operating Officer (Management), evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Companys disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.
The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Members disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in the Managing Members internal control over financial reporting, as it is applicable to the Company, during the quarter ended March 31, 2018 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.
30
In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Managing Member. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Managing Members financial position or results of operations.
None.
None.
Not Applicable.
None.
(a) | Documents filed as a part of this report |
1. | Financial Statement Schedules |
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
2. | Other Exhibits |
31.1 | 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 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
31
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 14, 2018
By: | ATEL Managing Member, LLC Managing Member of Registrant |
|||
By: /s/ Dean L. Cash | ||||
By: /s/ Paritosh K. Choksi | ||||
By: /s/ Samuel Schussler |
Exhibit 31.1
I, Dean L. Cash, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ATEL 14, 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: May 14, 2018
/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, 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 14, 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: May 14, 2018
/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member) |
Exhibit 32.1
In connection with the Quarterly Report of ATEL 14, LLC (the Company) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dean L. Cash, Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 14, 2018
/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, 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 14, LLC (the Company) on Form 10-Q for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Paritosh K. Choksi, Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 14, 2018
/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, 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.
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Apr. 30, 2018 |
|
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ATEL 14, LLC | |
Entity Central Index Key | 0001463389 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Units Outstanding | 8,247,599 |
Balance Sheets - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
ASSETS | ||
Cash and cash equivalents | $ 654 | $ 1,266 |
Accounts receivable, net | 81 | 86 |
Investment in securities | 151 | 121 |
Warrants, fair value | 245 | 232 |
Investments in equipment and leases, net | 22,325 | 23,291 |
Prepaid expenses and other assets | 115 | 85 |
Total assets | 23,571 | 25,081 |
Accounts payable and accrued liabilities: | ||
Managing Member | 3 | 66 |
Affiliates | 63 | 215 |
Accrued distributions to Other Members | 797 | |
Other | 721 | 726 |
Non-recourse debt | 3,374 | 4,229 |
Senior long-term debt | 2,068 | 2,068 |
Unearned operating lease income | 106 | 106 |
Credit facility | 1,950 | 1,950 |
Total liabilities | 8,285 | 10,157 |
Commitments and contingencies | ||
Members' capital: | ||
Managing Member | ||
Other Members | 15,286 | 14,924 |
Total Members' capital | 15,286 | 14,924 |
Total liabilities and Members' capital | $ 23,571 | $ 25,081 |
Statements of Changes in Members' Capital - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Beginning Balance | $ 14,924 | $ 22,113 | $ 22,113 |
Repurchase of Units | (20) | (164) | |
Distributions to Other Members | (7,423) | ||
Distributions to Managing Member | (602) | ||
Net (loss) income | $ 382 | $ 470 | 1,000 |
Ending Balance (in Units) | 8,247,599 | ||
Ending Balance | $ 15,286 | $ 14,924 | |
Other Members [Member] | |||
Beginning Balance (in Units) | 8,257,599 | 8,316,662 | 8,316,662 |
Beginning Balance | $ 14,924 | $ 22,113 | $ 22,113 |
Repurchase of Units (in Units) | (10,000) | (59,063) | |
Repurchase of Units | $ (20) | $ (164) | |
Distributions to Other Members | $ (1,859) | (7,423) | |
Net (loss) income | $ 382 | $ 398 | |
Ending Balance (in Units) | 8,247,599 | 8,257,599 | |
Ending Balance | $ 15,286 | $ 14,924 | |
Managing Member [Member] | |||
Distributions to Managing Member | (602) | ||
Net (loss) income | $ 602 |
Statements of Changes in Members' Capital (Parenthetical) |
12 Months Ended |
---|---|
Dec. 31, 2017
$ / shares
| |
Statements of Changes in Members' Capital [Abstract] | |
Distributions to Other Members, per unit | $ 0.90 |
Organization and Limited Liability Company Matters |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Organization and Limited Liability Company Matters [Abstract] | |
Organization and Limited Liability Company Matters | 1. Organization and Limited Liability Company matters: ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. Prior to May 9, 2011, the Manager was named ATEL Associates 14, LLC. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member. As of March 31, 2018, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $83.5 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 8,247,599 Units were issued and outstanding. The Company is governed by the ATEL 14, LLC amended and restated limited liability company operating agreement dated October 7, 2009 (the “Operating Agreement”). Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates 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 the Managing Member. These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission.
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Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
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 months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant 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, as determined necessary by the Managing Member, events that have occurred after March 31, 2018, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements, or adjustments thereto. Cash and cash equivalents: Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less. 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 organized into one operating segment 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 region in which the Company seeks leasing opportunities is North America. For the three months ended March 31, 2018 and 2017, and as of March 31, 2018 and December 31, 2017, all of the Company’s operating revenues and long-lived assets relate to customers domiciled in the United States. Accounts receivable 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 management’s 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 and notes receivable are applied only against outstanding principal balances. Financing receivables 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 asset’s 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 marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Investment in securities: From time to time, the Company may purchase securities of its borrowers or receive warrants in connection with its lending arrangements. Purchased securities The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company's results of operations. The Company’s purchased securities that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. 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. The Company had $151 thousand and $121 thousand of purchased securities at March 31, 2018 and December 31, 2017 respectively. There was no gain on sales or dispositions of investment in securities during the three months ended March 31, 2018 and 2017. Based upon the Company’s review of its portfolio, fair value adjustments of $30 thousand were deemed necessary for the three months ended March 31, 2018 and none for the respective prior year period. Warrants Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the respective three months ended March 31, 2018 and 2017, the Company recorded an unrealized gain of $13 thousand and unrealized loss of $1 thousand on fair valuation of its warrants, respectively. The unrealized loss recorded during the current year period decreased the estimated fair value of the Company’s portfolio of warrants to $245 thousand at March 31, 2018 from $232 thousand at December 31, 2017. There were no exercises of warrants, net or otherwise, during the three months ended March 31, 2018 and 2017. Credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating and direct financing lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Funds’ cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from in various industries, related to equipment on operating leases. Equipment on operating leases and related revenue recognition: Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with ASC 840-20-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43). The Company does not use the equipment held in its portfolio, but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a material reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Company’s quarterly impairment analysis, as described below. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized. Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet. Operating leases 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 considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, revenues are recognized on a cash basis. Initial direct costs: The Company capitalizes initial direct costs (“IDC”) associated with the origination of lease assets. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease basis based on actual contract term using a straight-line method for operating leases. Upon disposal of the underlying lease assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.
Per Unit data: The Company issues only one class of Units, none of which are considered dilutive. Net income (loss) and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period. Fair Value: Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange. Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market. Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Company's own estimates of assumptions that market participants would use in pricing the asset or liability. The Company’s 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 Company’s 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 Company’s investments in equipment, notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources. Recent Accounting Pronouncements: In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-15 —Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and disclosures. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting under GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While early adoption is permitted, the Company does not expect to elect that option. The Company expects to adopt the guidance in the first quarter 2019 using the modified retrospective method. Management is currently evaluating the impact of this standard on the financial statements and its operational and related disclosure requirements, including the impact on the Company’s current lease portfolio from a lessor perspective. Given the limited changes to lessor accounting, Management does not expect material changes to recognition or measurement, but the Company is early in the implementation process and will continue to evaluate the impact. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (v) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-01 did have an impact on its financial statements and disclosures. The Company’s purchased securities registered for public sale with readily determinable fair value are carried at fair value. The Company elected to record equity investments without readily determinable fair values at cost, less impairment, and adjusted for changes in observable prices. Any changes in the basis of these equity investments are reported in current earnings. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. This guidance is effective for the Company beginning on January 1, 2018. Management’s evaluation of the impact of such adoption on the financial statements of the Fund indicated that such impact was non-material as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues since leases are not included within the scope of Topic 825.
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Notes Receivable, Net |
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Notes Receivable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Receivable, Net | 3. Notes receivable, net: The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The notes are generally secured by the equipment financed. As of March 31, 2018, the terms of the notes receivable are from 84 to 90 months and have interest rates ranging from 16.91% to 18% per annum. The notes had a net outstanding balance of $0 at both March 31, 2018 and December 31, 2017. The notes all mature in 2020. As of March 31, 2018, two of the Company’s notes receivable previously in non-accrual status as of December 31, 2017 were removed from said status. Details are as follows, in thousands, except for the number of notes receivable and the interest rate:
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Allowance for Credit Losses |
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Allowance for Credit Losses [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allowance for Credit Losses | 4. Allowance for credit losses: The Company’s allowance for credit losses are as follows (in thousands):
As December 31, 2017, the Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):
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 Moody’s 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 management’s close attention. If left uncorrected, those potential weaknesses may result in deterioration of the Fund’s 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 Manager’s Credit Watch List. 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 Manager’s 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 March 31, 2018 and December 31, 2017, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):
As of December 31, 2017, the Company’s impaired loans were as follows (in thousands):
At March 31, 2018 and December 31, 2017, the investment in financing receivables is aged as follows (in thousands):
At December 31, 2017, the Company had two notes receivable which were on non-accrual status (See Note 3). These same notes were removed from non-accrual status as of March 31, 2018.
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Investments in Equipment and Leases, Net |
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Investments in Equipment and Leases, Net [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments in Equipment and Leases, Net | 5. Investments in equipment and leases, net: The Company’s investment in equipment and leases consists of the following (in thousands):
Impairment of investments in leases: Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted future rents from the existing lease contract, if any. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances. As a result of these reviews, the Company recorded impairment losses of $0 and $21 thousand during the three months ended March 31, 2018 and 2017, respectively. The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment on operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $852 thousand and $1.1 million for the respective three months ended March 31, 2018 and 2017. IDC amortization expense related to operating leases and direct financing leases totaled $3 thousand and $4 thousand for the respective three months ended March 31, 2018 and 2017. Operating leases: Property on operating leases consists of the following (in thousands):
The average estimated residual value for assets on operating leases was 39% and 38% of the assets’ original cost at March 31, 2018 and December 31, 2017, respectively. There were no operating leases in non-accrual status at both March 31, 2018 and December 31, 2017. All of the Company’s lease asset purchases and capital improvements were made during the years from 2009 through 2015. Direct financing leases: As of March 31, 2018 and December 31, 2017, investment in direct financing leases consists of materials handling equipment. The components of the Company’s investment in direct financing leases as of March 31, 2018 and December 31, 2017 are as follows (in thousands):
As of March 31, 2018 and December 31, 2017, there were no investments in direct financing leases in non-accrual status. At March 31, 2018, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):
The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of March 31, 2018, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):
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Related Party Transactions |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | 6. Related party transactions: The terms of the Operating Agreement provide that the Managing Member 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 the Managing Member and/or affiliates for providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel, and lease and equipment documentation. The Managing Member is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments. Each of ATEL Financial Services, LLC (“AFS”) and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS. Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location. The Managing Member and/or affiliates earned fees and billed for reimbursements of costs and expenses, pursuant to the Operating Agreement, during the three months ended March 31, 2018 and 2017 as follows (in thousands):
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Non-Recourse Debt |
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Non-Recourse Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Non-Recourse Debt | 7. Non-recourse debt: At March 31, 2018, 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 1.97% to 3.00% per annum. The notes are secured by assignments of lease payments and pledges of assets. At March 31, 2018, gross operating lease rentals totaled $3.4 million over the remaining lease terms, and the carrying value of the pledged assets is $14.2 million. The notes mature at various dates from 2018 through 2019. The non-recourse debt does not contain any material financial covenants. The debt is secured by a specific 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 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):
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Senior Long-Term Debt |
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Mar. 31, 2018 | |
Senior Long-Term Debt [Abstract] | |
Senior Long-Term Debt | 8. Senior long-term debt: As of March 31, 2018, the $2.1 million of senior long-term debt consists of a note payable to a lender. Such debt was utilized during the fourth quarter of 2013 to partially fund the marine vessel and related bareboat charter purchased by the Fund and its affiliate, ATEL 15, LLC. The note bears interest at a fixed-rate of 3.5% per annum, to accrue in arrears on a monthly basis. The full pro rata principal amount of $2.1 million plus all outstanding accrued and unpaid interest of approximately $400 thousand shall be paid in one payment of $2.5 million due on May 25, 2019. The note is recourse to the residual value of the vessel which is expected to be well in excess of the note amount. In addition, the lender has recourse to the Fund’s general assets up to $2.5 million. The note does not contain any material financial covenants and is guaranteed as a senior obligation of the Fund.
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Borrowing Facilities |
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Borrowing Facilities | 9. Borrowing facilities: The Company participates with ATEL Capital Group and certain subsidiaries and affiliated funds in a $75 million revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital facility, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”), the Company and affiliates, and a venture facility. After various amendments to extend, and adjust the base amounts availability, the Credit Facility has been extended to June 30, 2019 and ATEL 17, LLC, an affiliated company, has been added to the credit facility. The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility. Such Credit Facility includes certain financial covenants. As of March 31, 2018 and December 31, 2017, borrowings under the Credit Facility were as follows (in thousands):
The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of March 31, 2018, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under the Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing. As of March 31, 2018, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $15.3 million, 0.48 to 1, and 20.34 to 1, respectively, as of March 31, 2018. As such, as of March 31, 2018, 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 bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. 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 is a pro rata participant in the Warehousing Trust, as described below. When a program no longer has a need for short-term financing provided by the Warehousing Facility, it is removed from participation, and as new leasing investment entities are formed by AFS and ALC and commence their acquisition stages, these new entities are added. As of March 31, 2018, the investment program participants were the Company, ATEL 15, LLC, ATEL 16, LLC and ATEL 17, LLC. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro-rata portion of the obligations of each of the affiliated 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. The Company borrowed $2 million under the Acquisition Facility as of March 31, 2018 and December 31, 2017.
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Commitments |
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Mar. 31, 2018 | |
Commitments [Abstract] | |
Commitments | 10. Commitments: At March 31, 2018, there were no commitments to fund investments in notes receivable and to purchase lease assets.
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Members' Capital |
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Members' Capital [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Members' Capital | 11. Members’ capital: A total of 8,247,599 and 8,257,599 Units were issued and outstanding as of March 31, 2018 and December 31, 2017, respectively. These amounts included the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member. Distributions to the Other Members for the three months ended March 31, 2018 and 2017 were as follows (in thousands except Units and per Unit data):
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Fair Value Measurements |
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Fair Value Measurements | 12. Fair value measurements: Under applicable accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. At March 31, 2018, the Company’s investment in securities and warrants were measured on a recurring basis. At December 31, 2017, only the Company’s warrants were measured on a recurring basis. In addition, certain off-lease equipment deemed impaired were measured at fair value on a non-recurring basis as of March 31, 2018. During the year ended December 31, 2017, certain notes receivable were deemed impaired and measured at fair value on a non-recurring basis. Such fair value adjustments utilized the following methodology: Warrants (recurring) Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of March 31, 2018 and December 31, 2017, the calculated fair value of the Fund’s warrant portfolio approximated $245 thousand and $232 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy. The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2018 and 2017 and classified as Level 3 are as follows (in thousands):
Investment securities (recurring) The Company’s investment securities registered for public sale (on a recurring basis) with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company's results of operations. 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. The fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2018 and classified as Level 1 are as follows (in thousands):
Impaired notes receivable (non-recurring) The fair value of the Company’s notes receivable, when impairment adjustments are required, is estimated using either third party appraisals or estimations of the value of collateral (for collateral dependent loans) or discounted cash flow analyses (by discounting estimated future cash flows) using the effective interest rate contained in the terms of the original loan. At March 31, 2018 and December 31, 2017, the Company did not record fair value adjustments on notes receivable. The fair value adjustments when recorded are non-recurring and are based upon an estimated valuation of underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired notes receivable is classified within Level 3 of the valuation hierarchy. The valuation utilizes a market approach technique and uses inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the underlying collateral. Impaired off-lease equipment (non-recurring) During the three months ended March 31, 2018 and 2017, the Company recorded fair value adjustments totaling $0 and $21 thousand, respectively, to reduce the cost basis of certain off-lease research and construction equipment. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets were 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. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the aforementioned impaired investment securities were classified within Level 3 of the valuation hierarchy. The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at March 31, 2018 and December 31, 2017:
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes. The Company determines the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash and cash equivalents The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments. Notes receivable The fair value of the Company’s notes receivable is generally estimated based upon various methodologies deployed by financial and credit management including, but not limited to, credit analysis, third party appraisal and/or discounted cash flow analysis based upon current market valuation techniques and market rates for similar types of lending arrangements, which may consider adjustments for impaired loans as deemed necessary. Non-recourse debt and Long-term debt The fair value of the Company’s non-recourse and long-term debt is estimated using discounted cash flow analyses, based upon current market borrowing rates for similar types of borrowing arrangements. Commitments and Contingencies Management has determined that no recognition for the fair value of the Company’s loan commitments is necessary because their terms are made on a market rate basis and require borrowers to be in compliance with the Company’s 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 tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at March 31, 2018 and December 31, 2017 (in thousands):
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Summary of Significant Accounting Policies (Policy) |
3 Months Ended |
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Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | 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 months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant 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, as determined necessary by the Managing Member, events that have occurred after March 31, 2018, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements, or adjustments thereto.
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Cash and Cash Equivalents | Cash and cash equivalents: Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.
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Use of Estimates | 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.
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Segment Reporting | Segment reporting: The Company is organized into one operating segment 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 region in which the Company seeks leasing opportunities is North America. For the three months ended March 31, 2018 and 2017, and as of March 31, 2018 and December 31, 2017, all of the Company’s operating revenues and long-lived assets relate to customers domiciled in the United States.
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Accounts Receivable | Accounts receivable 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 management’s 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 and notes receivable are applied only against outstanding principal balances.
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Financing Receivables | Financing receivables 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 asset’s 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 marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.
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Investment in Securities | Investment in securities: From time to time, the Company may purchase securities of its borrowers or receive warrants in connection with its lending arrangements. Purchased securities The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company's results of operations. The Company’s purchased securities that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. 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. The Company had $151 thousand and $121 thousand of purchased securities at March 31, 2018 and December 31, 2017 respectively. There was no gain on sales or dispositions of investment in securities during the three months ended March 31, 2018 and 2017. Based upon the Company’s review of its portfolio, fair value adjustments of $30 thousand were deemed necessary for the three months ended March 31, 2018 and none for the respective prior year period. Warrants Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the respective three months ended March 31, 2018 and 2017, the Company recorded an unrealized gain of $13 thousand and unrealized loss of $1 thousand on fair valuation of its warrants, respectively. The unrealized loss recorded during the current year period decreased the estimated fair value of the Company’s portfolio of warrants to $245 thousand at March 31, 2018 from $232 thousand at December 31, 2017. There were no exercises of warrants, net or otherwise, during the three months ended March 31, 2018 and 2017.
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Credit Risk | Credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating and direct financing lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Funds’ cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from in various industries, related to equipment on operating leases.
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Equipment on Operating Leases and Related Revenue Recognition | Equipment on operating leases and related revenue recognition: Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with ASC 840-20-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43). The Company does not use the equipment held in its portfolio, but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a material reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Company’s quarterly impairment analysis, as described below. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized. Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet. Operating leases 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 considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, revenues are recognized on a cash basis.
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Initial Direct Costs | Initial direct costs: The Company capitalizes initial direct costs (“IDC”) associated with the origination of lease assets. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease basis based on actual contract term using a straight-line method for operating leases. Upon disposal of the underlying lease assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.
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Per Unit Data | Per Unit data: The Company issues only one class of Units, none of which are considered dilutive. Net income (loss) and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.
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Fair Value | Fair Value: Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange. Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market. Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Company's own estimates of assumptions that market participants would use in pricing the asset or liability. The Company’s 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 Company’s 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 Company’s 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.
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Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-15 —Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and disclosures. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting under GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While early adoption is permitted, the Company does not expect to elect that option. The Company expects to adopt the guidance in the first quarter 2019 using the modified retrospective method. Management is currently evaluating the impact of this standard on the financial statements and its operational and related disclosure requirements, including the impact on the Company’s current lease portfolio from a lessor perspective. Given the limited changes to lessor accounting, Management does not expect material changes to recognition or measurement, but the Company is early in the implementation process and will continue to evaluate the impact. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (v) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-01 did have an impact on its financial statements and disclosures. The Company’s purchased securities registered for public sale with readily determinable fair value are carried at fair value. The Company elected to record equity investments without readily determinable fair values at cost, less impairment, and adjusted for changes in observable prices. Any changes in the basis of these equity investments are reported in current earnings. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. This guidance is effective for the Company beginning on January 1, 2018. Management’s evaluation of the impact of such adoption on the financial statements of the Fund indicated that such impact was non-material as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues since leases are not included within the scope of Topic 825.
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Notes Receivable, Net (Tables) |
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Receivable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Notes Receivable on Non-Accrual Status | As of March 31, 2018, two of the Company’s notes receivable previously in non-accrual status as of December 31, 2017 were removed from said status. Details are as follows, in thousands, except for the number of notes receivable and the interest rate:
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Allowance for Credit Losses (Tables) |
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Allowance for Credit Losses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Activity in Allowance for Doubtful Accounts | The Company’s allowance for credit losses are as follows (in thousands):
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Recorded Investment in Financing Receivables | As December 31, 2017, the Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):
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Financing Receivables by Credit Quality Indicator and by Class | At March 31, 2018 and December 31, 2017, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):
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Schedule of Impaired Loans | As of December 31, 2017, the Company’s impaired loans were as follows (in thousands):
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Net Investment in Financing Receivables by Age | At March 31, 2018 and December 31, 2017, the investment in financing receivables is aged as follows (in thousands):
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Investments in Equipment and Leases, Net (Tables) |
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Investments in Equipment and Leases, Net [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Leases | The Company’s investment in equipment and leases consists of the following (in thousands):
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Property on Operating Leases | Property on operating leases consists of the following (in thousands):
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Components of Company's Investment in Direct Financing Leases | The components of the Company’s investment in direct financing leases as of March 31, 2018 and December 31, 2017 are as follows (in thousands):
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Future Minimum Lease Payments Receivable | At March 31, 2018, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):
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Schedule of Useful Lives of Lease Assets | The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of March 31, 2018, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):
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Related Party Transactions (Tables) |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Managing Member and/or Affiliates Earned Commissions and Billed for Reimbursements Pursuant to Operating Agreement | The Managing Member and/or affiliates earned fees and billed for reimbursements of costs and expenses, pursuant to the Operating Agreement, during the three months ended March 31, 2018 and 2017 as follows (in thousands):
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Non-Recourse Debt (Tables) |
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Non-Recourse Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Payments of Non-Recourse Debt | Future minimum payments of non-recourse debt are as follows (in thousands):
|
Borrowing Facilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||
Borrowing Facilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Borrowings under Credit Facility | As of March 31, 2018 and December 31, 2017, borrowings under the Credit Facility were as follows (in thousands):
|
Members' Capital (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||
Members' Capital [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Distributions to Other Members | Distributions to the Other Members for the three months ended March 31, 2018 and 2017 were as follows (in thousands except Units and per Unit data):
|
Fair Value Measurements (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Warrants that were Accounted for on a Recurring Basis and Classified as Level 3 Assets | The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2018 and 2017 and classified as Level 3 are as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement Securities Measured at Fair Value on a Recurring Basis | The fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2018 and classified as Level 1 are as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Valuation Techniques and Significant Unobservable Inputs Used | The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at March 31, 2018 and December 31, 2017:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Fair Values of Financial Instruments | The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at March 31, 2018 and December 31, 2017 (in thousands):
|
Organization and Limited Liability Company Matters (Narrative) (Details) - USD ($) |
3 Months Ended | 108 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2018 |
May 08, 2009 |
|
Organization and Limited Liability Company Matters [Abstract] | |||
Business activities, description | equipment financing and acquiring equipment to engage in equipment leasing and sales activities | ||
Business termination date | Dec. 31, 2030 | ||
Business formation date | Apr. 01, 2009 | ||
Business formation State | California | ||
Contributions of capital | $ 500 | ||
Contributions received, net of rescissions | $ 83,500,000 | $ 83,500,000 | |
Units issued | 8,247,599 | 8,247,599 | |
Units outstanding | 8,247,599 | 8,247,599 |
Notes Receivable, Net (Narrative) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
|
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Notes receivable, maturity date, description | The notes all mature in 2020 | |
Notes receivable, net | $ 0 | $ 0 |
Minimum [Member] | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Terms of the notes receivable | 84 months | |
Notes receivable, interest rate | 16.91% | |
Maximum [Member] | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Terms of the notes receivable | 90 months | |
Notes receivable, interest rate | 18.00% |
Notes Receivable, Net (Schedule of Notes Receivable on Non-Accrual Status) (Details) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2016
USD ($)
|
Sep. 30, 2015
USD ($)
|
Mar. 31, 2015
USD ($)
|
Dec. 31, 2017
USD ($)
contract
|
|
Notes Receivable [Abstract] | ||||
Number of notes | contract | 2 | |||
Net investment value | $ 15 | |||
Annual interest rate | 18.00% | |||
Fair value adjustments | $ 15 | |||
Interest income not recorded relative to original terms | $ 8 | |||
Notes receivable in non-accrual status, recorded impairment | $ 6 | $ 30 | $ 33 |
Allowance for Credit Losses (Narrative) (Details) |
12 Months Ended |
---|---|
Dec. 31, 2017
contract
| |
Allowance for Credit Losses [Abstract] | |
Number of notes in non-accrual status | 2 |
Allowance for Credit Losses (Activity in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Beginning Balance | $ 15 | $ 100 | $ 100 |
Provision for credit losses | (13) | (31) | (85) |
Ending Balance | 2 | 15 | |
Allowance For Doubtful Accounts [Member] | Operating Leases [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Beginning Balance | 31 | 31 | |
Provision for credit losses | 2 | (31) | |
Ending Balance | 2 | ||
Valuation Adjustments on Financing Receivables [Member] | Notes Receivable [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Beginning Balance | 15 | $ 69 | 69 |
Provision for credit losses | $ (15) | (54) | |
Ending Balance | $ 15 |
Allowance for Credit Losses (Recorded Investment in Financing Receivables) (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Financing Receivables: | ||
Ending balance | $ 15 | $ 34 |
Finance Leases [Member] | ||
Allowances for credit losses: | ||
Ending balance | ||
Ending balance: individually evaluated for impairment | ||
Ending balance: collectively evaluated for impairment | ||
Financing Receivables: | ||
Ending balance | $ 15 | 19 |
Ending balance: individually evaluated for impairment | 19 | |
Ending balance: collectively evaluated for impairment | ||
Notes Receivable [Member] | ||
Allowances for credit losses: | ||
Ending balance | 15 | |
Ending balance: individually evaluated for impairment | 15 | |
Ending balance: collectively evaluated for impairment | ||
Financing Receivables: | ||
Ending balance | 15 | |
Ending balance: individually evaluated for impairment | 15 | |
Ending balance: collectively evaluated for impairment |
Allowance for Credit Losses (Financing Receivables by Credit Quality Indicator and by Class) (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Finance Leases [Member] | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Finance Leases | $ 15 | $ 19 |
Finance Leases [Member] | Pass [Member] | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Finance Leases | $ 15 | 19 |
Notes Receivable [Member] | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Notes Receivable | 15 | |
Notes Receivable [Member] | Special Mention [Member] | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Notes Receivable | $ 15 |
Investments in Equipment and Leases, Net (Narrative) (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Investments in Equipment and Leases, Net [Abstract] | |||
Depreciation of operating lease assets | $ 852 | $ 1,094 | |
Average estimated residual value of assets on operating leases | 39.00% | 38.00% | |
Impairment losses | $ 0 | 21 | |
Amortization of initial direct costs | $ 3 | $ 4 |
Investments in Equipment and Leases, Net (Components of Company's Investment in Direct Financing Leases) (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Investments in Equipment and Leases, Net [Abstract] | ||
Total minimum lease payments receivable | $ 15 | $ 22 |
Estimated residual values of leased equipment (unguaranteed) | 1 | 1 |
Investment in direct financing leases | 16 | 23 |
Less unearned income | (2) | (4) |
Net investment in direct financing leases | $ 14 | $ 19 |
Investments in Equipment and Leases, Net (Future Minimum Lease Payments Receivable) (Details) $ in Thousands |
Mar. 31, 2018
USD ($)
|
---|---|
Operating Leases | |
Nine months ending December 31, 2018 | $ 2,993 |
Year ending December 31, 2019 | 1,342 |
2020 | 312 |
2021 | 54 |
Operating leases, future minimum payments receivable, total | 4,701 |
Direct Financing Leases | |
Nine months ending December 31, 2018 | 15 |
Direct financing leases, future minimum payments receivable, total | 15 |
Total | |
Nine months ending December 31, 2018 | 3,008 |
Year ending December 31, 2019 | 1,342 |
2020 | 312 |
2021 | 54 |
Operating and direct financing leases, future minimum payments receivable, total | $ 4,716 |
Related Party Transactions (Managing Member and/or Affiliates Earned Commissions and Billed for Reimbursements Pursuant to Operating Agreement) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Related Party Transactions [Abstract] | ||
Administrative costs reimbursed to Managing Member and/or affiliates | $ 214 | $ 212 |
Asset management fees to Managing Member | 75 | 81 |
Related party transaction, total | $ 289 | $ 293 |
Non-Recourse Debt (Narrative) (Details) - Non-Recourse Debt [Member] $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Debt Instrument [Line Items] | |
Gross operating lease rentals and future payments on direct financing leases | $ 3.4 |
Carrying value of pledged assets | $ 14.2 |
Note maturity date, description | The notes mature at various dates from 2018 through 2019. |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Fixed interest rate on note | 1.97% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Fixed interest rate on note | 3.00% |
Non-Recourse Debt (Future Minimum Payments of Non-Recourse Debt) (Details) $ in Thousands |
Mar. 31, 2018
USD ($)
|
---|---|
Principal | |
Nine months ending December 31, 2018 | $ 2,378 |
Year ending December 31, 2019 | 996 |
Long-term debt, total | 3,374 |
Interest | |
Nine months ending December 31, 2018 | 45 |
Year ending December 31, 2019 | 8 |
Long-term debt interest, total | 53 |
Total | |
Nine months ending December 31, 2018 | 2,423 |
Year ending December 31, 2019 | 1,004 |
Long-term debt principal and interest, total | $ 3,427 |
Senior Long-Term Debt (Narrative) (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Debt Instrument [Line Items] | |
Long-term debt | $ 3,374 |
Long-term debt interest | 53 |
Principal and interest, total | 3,427 |
Atel 15, LLC [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
General assets recourse amount | 2,500 |
Marine Vessel [Member] | Atel 15, LLC [Member] | |
Debt Instrument [Line Items] | |
Long-term debt | $ 2,100 |
Long-term debt, description | The note bears interest at a fixed-rate of 3.5% per annum, to accrue in arrears on a monthly basis |
Debt maturity date | May 25, 2019 |
Interest rates on borrowings | 3.50% |
Long-term debt interest | $ 400 |
Principal and interest, total | $ 2,500 |
Borrowing Facilities (Narrative) (Details) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Line of Credit Facility [Line Items] | ||
Maximum amount of Credit Facility | $ 75,000 | $ 75,000 |
Credit facility, expiration date | Jun. 30, 2019 | |
Tangible net worth required under the Credit Facility | $ 10,000 | |
Outstanding borrowings under facility | 1,950 | 1,950 |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum amount of Credit Facility | $ 75,000 | |
Leverage ratio | 1.25 | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest coverage ratio | 2 | |
Covenant Requirement [Member] | ||
Line of Credit Facility [Line Items] | ||
Leverage ratio | 0.48 | |
Interest coverage ratio | 20.34 | |
Net worth | $ 15,300 | |
Acquisition Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Outstanding borrowings under facility | $ 2,000 | $ 2,000 |
Borrowings Facilities (Borrowings Under Facility) (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Borrowing Facilities [Abstract] | ||
Total available under the financing arrangement | $ 75,000 | $ 75,000 |
Amount borrowed by the Company under the acquisition facility | (1,950) | (1,950) |
Amounts borrowed by affiliated partnerships and Limited Liability Companies under the venture, acquisition and warehouse facilities | (1,565) | (3,820) |
Total remaining available under the venture, acquisition and warehouse facilities | $ 71,485 | $ 69,230 |
Commitments (Narrative) (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Commitments [Abstract] | |
Commitments to purchase lease assets | $ 0 |
Members' Capital (Narrative) (Details) - shares |
Mar. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Other Members Capital Account [Line Items] | |||
Members capital account, Units issued | 8,247,599 | ||
Members capital account, Units outstanding | 8,247,599 | ||
Managing Member [Member] | |||
Other Members Capital Account [Line Items] | |||
Members capital account, Units issued | 50 | 50 | |
Other Members [Member] | |||
Other Members Capital Account [Line Items] | |||
Members capital account, Units issued | 8,247,599 | 8,257,599 | |
Members capital account, Units outstanding | 8,247,599 | 8,257,599 | 8,316,662 |
Members capital account, Units authorized | 15,000,000 |
Members' Capital (Distributions to Other Members) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Distributions declared | $ 7,423 | ||
Weighted average number of Units outstanding | 8,247,599 | 8,310,108 | |
Weighted average distributions per Unit | $ 0.90 | ||
Other Members [Member] | |||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | |||
Distributions declared | $ 1,859 | $ 7,423 | |
Weighted average number of Units outstanding | 8,247,599 | 8,310,108 | |
Weighted average distributions per Unit | $ 0.22 |
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Fair Value Measurements [Abstract] | |||
Warrants, fair value | $ 245 | $ 232 | |
Fair value adjustments which reduced the cost basis of assets | $ 0 | $ 21 |
Fair Value Measurements (Fair Value of Warrants that were Accounted for on a Recurring Basis and Classified as Level 3 Assets) (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized (loss) gain on fair value adjustment for warrants | $ 13 | $ (1) |
Level 3 Estimated Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants at beginning of period | 232 | 247 |
Unrealized (loss) gain on fair value adjustment for warrants | 13 | (1) |
Fair value of warrants at end of period | $ 245 | $ 246 |
Fair Value Measurements (Fair Value Measurement Securities Measured at Fair Value on a Recurring Basis) (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Fair Value Measurements [Abstract] | |
Fair value of securities at beginning of period | $ 21 |
Unrealized gain on fair value adjustment for securities | 30 |
Fair value of investment securities at end of period | $ 51 |
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