Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the quarterly period ended March 31, 2000
|_| Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the transition period from _______ to _______
Commission File Number 333-62477
ATEL Capital Equipment Fund VIII, LLC
(Exact name of registrant as specified in its charter)
California 94-3307404
- ---------- ----------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
235 Pine Street, 6th Floor, San Francisco, California 94104
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 989-8800
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X|
No |_|
DOCUMENTS INCORPORATED BY REFERENCE
None
1
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
2
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(Unaudited)
ASSETS
2000 1999
---- ----
Cash and cash equivalents $ 5,020,971 $ 3,973,342
Accounts receivable 1,239,108 2,124,786
Other assets 137,500 145,000
Investments in leases 140,387,971 139,420,208
------------------ -----------------
Total assets $146,785,550 $145,663,336
================== =================
LIABILITIES AND MEMBERS' CAPITAL
Long-term debt $62,760,000 $64,674,000
Non-recourse debt 6,067,221 7,174,617
Line of credit 2,000,000 7,500,000
Accounts payable:
Managing Member 838,587 811,287
Other 421,985 1,123
Accrued interest payable 206,063 114,602
Unearned operating lease income 1,713,622 1,257,697
------------------ -----------------
Total liabilities 74,007,478 81,533,326
Members' capital:
Managing member - -
Other members 72,778,072 64,130,010
------------------ -----------------
Total members' capital 72,778,072 64,130,010
------------------ -----------------
Total liabilities and members' capital $146,785,550 $145,663,336
================== =================
See accompanying notes.
3
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
STATEMENT OF OPERATIONS
THREE MONTH PERIODS ENDED
MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Revenues: 2000 1999
---- ----
<S> <C> <C>
Leasing activities:
Operating leases $ 5,732,031 $ 18,751
Direct financing leases 133,916 65,995
Gain on sales of assets 1,453 -
Interest 34,584 145
Other 810 251
------------------ -----------------
5,902,794 85,142
Expenses:
Depreciation and amortization 4,726,422 134,842
Interest expense 1,522,340 105,548
Administrative cost reimbursements to Managing Member 235,952 40,113
Asset management fees to Managing Member 302,452 16,864
Other 23,384 5,621
Professional fees - 5,294
------------------ -----------------
6,810,550 308,282
------------------ -----------------
Net loss $ (907,756) $ (223,140)
================== =================
Net income (loss):
Managing member $ 357,211 $ (16,736)
Other members (1,264,967) (206,404)
------------------ -----------------
$ (907,756) $ (223,140)
================== =================
Net loss per Limited Liability Company Unit $ (0.15) $ (0.24)
Weighted average number of Units outstanding 8,420,352 860,029
</TABLE>
STATEMENT OF CHANGES IN MEMBERS' CAPITAL
THREE MONTH PERIOD ENDED
MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Other Members Managing
Units Amount Member Total
<S> <C> <C> <C> <C>
Balance December 31, 1999 7,744,326 $64,130,010 $ - $64,130,010
Capital contributions 1,366,200 13,662,000 - 13,662,000
Less selling commissions to affiliates (1,297,890) - (1,297,890)
Other syndication costs to affiliates (506,249) - (506,249)
Distributions to members (1,944,832) (357,211) (2,302,043)
Net income (loss) (1,264,967) 357,211 (907,756)
------------------ ----------------- ------------------ -----------------
Balance March 31, 2000 9,110,526 $72,778,072 $ - $72,778,072
================== ================= ================== =================
</TABLE>
See accompanying notes.
4
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
STATEMENT OF CASH FLOWS
THREE MONTH PERIODS ENDED
MARCH 31, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Operating activities: 2000 1999
---- ----
<S> <C> <C>
Net loss $ (907,756) $ (223,140)
Adjustments to reconcile net income to cash provided
by operating activities:
Gain on sales of assets (1,453) -
Depreciation and amortization 4,726,422 134,842
Changes in operating assets and liabilities:
Accounts receivable 885,678 (359,974)
Other assets 7,500 -
Accounts payable, Managing Member 27,300 16,864
Accounts payable, other 420,862 32,929
Accrued interest expense 91,461 -
Unearned lease income 455,925 35,118
------------------ -----------------
Net cash used in operations 5,705,939 (363,361)
------------------ -----------------
Investing activities:
Purchases of equipment on operating leases (5,620,336) (8,773,491)
Reduction of net investment in direct financing leases 472,343 78,546
Payments of syndication costs (334,247) -
Purchases of equipment on direct financing leases (220,012) (4,184,704)
Proceeds from sales of assets 9,520 -
------------------ -----------------
Net cash used in investing activities (5,692,732) (12,879,649)
------------------ -----------------
Financing activities:
Capital contributions received 13,662,000 17,351,420
Payment of syndication costs to managing member (1,804,139) (2,539,008)
Borrowings on line of credit 2,000,000 -
Repayments of line of credit (7,500,000) -
Repayments of non-recourse debt (1,107,396) -
Repayments of long-term debt (1,914,000) -
Distributions to other members (1,944,832) (47,666)
Distributions to managing member (357,211) -
------------------ -----------------
Net cash provided by financing activities 1,034,422 14,764,746
------------------ -----------------
Net increase in cash and cash equivalents 1,047,629 1,521,736
Cash and cash equivalents at beginning of period 3,973,342 600
------------------ -----------------
Cash and cash equivalents at end of period $ 5,020,971 $ 1,522,336
================== =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 1,613,801 $ 105,548
================== =================
</TABLE>
See accompanying notes.
5
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
1. Summary of significant accounting policies:
Interim financial statements:
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the managing member, necessary to a fair statement of financial
position and results of operations for the interim periods presented. All such
adjustments are of a normal recurring nature. These unaudited interim financial
statements should be read in conjunction with the most recent report on Form
10K.
2. Organization and Company matters:
ATEL Capital Equipment Fund VIII, LLC. (the Company), was formed under the laws
of the State of California on July 31 , 1998, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities. Contributions in
the amount of $600 were received as of October 7, 1998, $100 of which
represented the Managing Member's (ATEL Financial Corporation's) continuing
interest, and $500 of which represented the Initial Members' capital investment.
Upon the sale of the minimum amount of Units of Limited Liability Company
interest (Units) of $1,200,000 and the receipt of the proceeds thereof on
January 13, 1999, the Company commenced operations.
The Company does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their individual tax
returns.
3. Investment in leases:
The Company's investment in leases consists of the following:
<TABLE>
<CAPTION>
Depreciation
Balance Expense and Reclass- Balance
December 31, Amortization ifications and March 31,
1999 Additions of Leases Dispositions 2000
---- --------- --------- ------------ ----
<S> <C> <C> <C> <C> <C>
Net investment in operating leases $129,689,456 $ 5,620,336 $ (4,679,269) $ (8,067) $130,622,456
Net investment in direct financing
leases 9,040,460 220,012 (472,343) - 8,788,129
Initial direct costs 690,292 334,247 (47,153) - 977,386
----------------- ------------------ ----------------- ------------------ -----------------
$139,420,208 $ 6,174,595 $ (5,198,765) $ (8,067) $140,387,971
================= ================== ================= ================== =================
</TABLE>
6
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
3. Investment in leases (continued):
Operating leases:
Property on operating leases consists of the following:
<TABLE>
<CAPTION>
Balance Reclass- Balance
December 31, Additions and ifications and March 31,
1999 Depreciation Dispositions 2000
---- ------------ ------------ ----
<S> <C> <C> <C> <C>
Transportation, rail $ 34,613,356 $ 34,613,356
Manufacturing 25,561,287 $ 2,365,847 27,927,134
Aircraft 24,411,837 - 24,411,837
Containers 21,228,750 - 21,228,750
Transportation, other 10,247,265 - 10,247,265
Natural gas compressors 7,863,922 275,085 8,139,007
Marine vessel 3,952,500 - 3,952,500
Materials handling 2,187,570 528,455 2,716,025
Other 4,950,434 2,450,949 $ (9,652) 7,391,731
----------------- ----------------- ------------------ -----------------
135,016,921 5,620,336 (9,652) 140,627,605
Less accumulated depreciation (5,327,465) (4,679,269) 1,585 (10,005,149)
----------------- ----------------- ------------------ -----------------
$129,689,456 $ 941,067 $ (8,067) $130,622,456
================= ================= ================== =================
</TABLE>
Direct financing leases:
As of March 31, 2000, investment in direct financing leases consists office
automation equipment, point of sale equipment, over the road trailers and hotel
laundry equipment. The following lists the components of the Company's
investment in direct financing leases as of March 31, 2000:
Total minimum lease payments receivable $ 9,147,952
Estimated residual values of leased equipment (unguaranteed) 1,280,561
------------------
Investment in direct financing leases 10,428,513
Less unearned income (1,640,384)
------------------
Net investment in direct financing leases $ 8,788,129
==================
All of the property on leases was acquired in 1999 and 2000. There were no
significant dispositions of such property.
7
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
3. Investment in leases (continued):
At March 31, 2000, the aggregate amounts of future minimum lease payments are as
follows:
Direct
Year ending Operating Financing
December 31, Leases Leases Total
------------ ------ ------ -----
2000 $17,033,831 $ 1,768,432 $18,802,263
2001 21,755,122 2,217,293 23,972,415
2002 18,753,890 1,694,856 20,448,746
2003 12,893,086 1,463,605 14,356,691
2004 5,898,494 780,313 6,678,807
Thereafter 15,223,381 1,223,453 16,446,834
------------------ ----------------- ------------------
$91,557,804 $ 9,147,952 $100,705,756
================== ================= ==================
4. Non-recourse debt:
At December 31, 1999, non-recourse debt consists of notes payable to financial
institutions. The notes are due in varying quarterly and semi-annual payments.
Interest on the notes is at rates from 7.98% to 14.0%. The notes are secured by
assignments of lease payments and pledges of assets. The notes mature from 2001
through 2004.
Future minimum payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
------------ --------- -------- -----
2000 $ 2,046,929 $ 484,956 $ 2,531,885
2001 1,027,688 403,662 1,431,350
2002 - 331,724 331,724
2003 53,814 331,724 385,538
2004 4,046,186 53,814 4,100,000
------------------ ----------------- ------------------
$ 7,174,617 $ 1,605,880 $ 8,780,497
================== ================= ==================
8
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
5. Other long-term debt:
In 1999, the Company entered into a $70 million receivables funding program (the
Program) with a receivables financing company that issues commercial paper rated
A1 by Standard and Poors and P1 by Moody's Investor Services. Under the Program,
the receivables financing company receives a general lien against all of the
otherwise unencumbered assets of the Company. The Program provides for borrowing
at a variable interest rate (6.0571% at March 31, 2000).
The Program requires the Managing Member to enter into various interest rate
swaps with a financial institution (also rated A1/P1) to manage interest rate
exposure associated with variable rate obligations under the Program by
effectively converting the variable rate debt to fixed rates. As of March 31,
2000, the Company receives or pays interest on a notional principal of
$62,760,000, based on the difference between nominal rates ranging from 6.84% to
7.44% and the variable rate under the Program. No actual borrowing or lending is
involved. The last of the swaps terminates in 2009. The differential to be paid
or received is accrued as interest rates change and is recognized currently as
an adjustment to interest expense related to the debt.
Borrowings under the Program are as follows:
Original Balance Rate on
Amount December 31, Interest Swap
Date Borrowed Borrowed 2000 Agreement
------------- -------- ---- ---------
11/11/1999 $20,000,000 $18,549,000 6.84%
12/21/1999 20,000,000 19,599,000 7.41%
12/24/1999 25,000,000 24,612,000 7.44%
----------------- ------------------
$65,000,000 $62,760,000
================= ==================
Other long-term debt borrowings mature from 2004 through 2009. Future minimum
principal payments of long-term debt are as follows:
Year ending
December 31, Principal Interest Total
--------- -------- -----
2000 $ 8,826,000 $ 2,839,962 $11,665,962
2001 12,271,000 3,518,893 15,789,893
2002 12,187,000 2,628,836 14,815,836
2003 10,103,000 1,806,956 11,909,956
2004 5,538,000 1,218,195 6,756,195
Thereafter 13,835,000 2,027,366 15,862,366
------------------ ----------------- ------------------
$62,760,000 $14,040,208 $76,800,208
================== ================= ==================
9
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
6. Related party transactions:
The terms of the Limited Company Operating Agreement provide that the Managing
Member and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Company.
The Limited Liability Company Operating Agreement allows for the reimbursement
of costs incurred by the Managing Member in providing administrative services to
the Company. Administrative services provided include Company accounting,
investor relations, legal counsel and lease and equipment documentation. The
Managing Member is not reimbursed for services where it is entitled to receive a
separate fee as compensation for such services, such as acquisition and
management of equipment. Reimbursable costs incurred by the Managing Member are
allocated to the Company based upon actual time incurred by employees working on
Company business and an allocation of rent and other costs based on utilization
studies.
Substantially all employees of the Managing Member record time incurred in
performing administrative services on behalf of all of the Companies serviced by
the Managing Member. The Managing Member believes that the costs reimbursed are
the lower of (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 and are reimbursable in
accordance with the Limited Liability Company Operating Agreement.
The Managing Member and/or Affiliates earned fees, commissions and
reimbursements, pursuant to the Limited Liability Company Agreement as follows:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Selling commissions (equal to 9.5% of the selling price of the Limited Liability
Company units, deducted from Other Members' capital) $ 1,297,890 $ 1,648,385
Reimbursement of other syndication costs to Managing Member 506,249 890,623
Administrative costs reimbursed to Managing Member 235,952 40,113
Asset management fees to Managing Member 302,452 16,864
------------------ -----------------
$ 2,342,543 $ 2,595,985
================== =================
</TABLE>
10
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(Unaudited)
7. Member's capital:
As of March 31, 2000, 9,110,526 Units ($91,105,260) were issued and outstanding.
The Company's registration statement with the Securities and Exchange Commission
became effective December 7, 1998. The Company is authorized to issue up to
15,000,050 Units, including the 50 Units issued to the initial members.
The Company's Net Income, Net Losses, and Distributions are to be allocated
92.5% to the Members and 7.5% to the Managing Member.
8. Line of credit:
The Company participates with the Managing Member and certain of its Affiliates
in a $95,000,000 revolving credit agreement with a group of financial
institutions which expires on July 28, 2000. The agreement includes an
acquisition facility and a warehouse facility which are used to provide bridge
financing for assets on leases. Draws on the acquisition facility by any
individual borrower are secured only by that borrower's assets, including
equipment and related leases. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Company and the Managing Member.
From July 1, 2000 through July 28, 2000, the maximum available under the line of
credit shall be the then current balance or $85,000,000, which ever is less.
At March 31, 2000, the Company had borrowings of $2,000,000 under the line of
credit.
The credit agreement includes certain financial covenants applicable to each
borrower. The Company was in compliance with its covenants as of March 31, 2000.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
During the first quarter of 2000, the Company's primary activities were raising
funds through its offering of Limited Liability Company Units (Units) and
engaging in equipment leasing activities. Through March 31, 2000, the Company
had received subscriptions for 9,110,526 Units ($91,105,260) all of which were
issued and outstanding.
During the funding period, the Company's primary source of liquidity is
subscription proceeds from the public offering of Units. The liquidity of the
Company will vary in the future, increasing to the extent cash flows from leases
exceed expenses, and decreasing as lease assets are acquired, as distributions
are made to the members and to the extent expenses exceed cash flows from
leases.
As another source of liquidity, the Company has contractual obligations with a
diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial lease terms expire the Company will re-lease or sell the equipment.
The future liquidity beyond the contractual minimum rentals will depend on the
Managing Member's success in re-leasing or selling the equipment as it comes off
lease.
The Company participates with the Managing Member and certain of its affiliates
in a $95,000,000 revolving line of credit with a financial institution. The line
of credit expires on July 28, 2000. From July 1, 2000 through July 28, 2000, the
maximum available under the line of credit shall be the then current balance or
$85,000,000, which ever is less.
The Company anticipates reinvesting a portion of lease payments from assets
owned in new leasing transactions. Such reinvestment will occur only after the
payment of all obligations, including debt service (both principal and
interest), the payment of management and acquisition fees to the Managing Member
and providing for cash distributions to the Limited Partners.
The Company currently has available adequate reserves to meet contingencies, but
in the event those reserves were found to be inadequate, the Company would
likely be in a position to borrow against its current portfolio to meet such
requirements. The Managing Member envisions no such requirements for operating
purposes.
No commitments of capital have been or are expected to be made other than for
the acquisition of additional equipment. Such commitments totaled approximately
$32,300,000 as of March 31, 2000.
If inflation in the general economy becomes significant, it may affect the
Company inasmuch as the residual (resale) values and rates on re-leases of the
Company's leased assets may increase as the costs of similar assets increase.
However, the Company's revenues from existing leases would not increase, as such
rates are generally fixed for the terms of the leases without adjustment for
inflation.
If interest rates increase significantly, the lease rates that the Company can
obtain on future leases will be expected to increase as the cost of capital is a
significant factor in the pricing of lease financing. Leases already in place,
for the most part, would not be affected by changes in interest rates.
12
<PAGE>
Cash Flows
During the first quarters of 2000 and 1999, the Company's primary source of
liquidity was the proceeds of its offering of Units.
In 2000, the primary source of cash from operations was rents from operating
leases. In 1999, sources of cash flows from operating activities consisted
primarily of direct financing lease revenues.
Rents from direct financing leases were the primary source of cash from
investing activities. Uses of cash for investing activities consisted of cash
used to purchase operating and direct financing lease assets and payments of
initial direct costs associated with the lease asset purchases..
In 2000 and 1999, the primary source of cash from financing activities was the
proceeds of the Company's public offering of Units of Limited Liability Company
interest. Financing uses of cash included payments of syndication costs
associated with the offering, repayments of debt and distributions to the
members.
Results of operations
On January 13, 1999, the Company commenced operations. Operations resulted in a
net loss of $907,756 in 2000 compared to $223,140 in 1999. In 2000, the
Company's primary source of revenues is from operating leases. Depreciation is
related to operating lease assets and thus, to operating lease revenues. It has
increased as a result of operating lease asset acquisitions over the last year.
It is expected to increase in future periods as acquisitions continue.
Asset management fees are based on the gross lease rents of the Company plus
proceeds from the sales of lease assets. They are limited to certain percentages
of lease rents, distributions to members and certain other items. As assets are
acquired, lease rents are collected and distributions are made to the members,
these fees are expected to increase.
Interest expense has increased from $105,548 in 1999 to $1,522,340 in 2000 as a
result of increased debt balances in 2000 compared to those in 1999. Interest
expense for the first quarter of 1999 related to the borrowings under the line
of credit incurred by an affiliate of the Managing Member. It included all
amounts related to those borrowings, going back as far as November 1998 when the
Managing Member started to fund the related transactions on behalf of the
Company. All of the revenues and related carrying costs for these transactions
were attributed to the Company in the first quarter of 1999.
Asset management fees are related to the gross rents of the Company and have
increased as a result of increases in those revenues compared to 1999. Asset
management fees are expected to increase as a result of continuing lease asset
acquisitions.
Results of operations in future periods are expected to vary considerably from
those of the first quarter of 2000 as the Company continues to acquire
significant amounts of lease assets.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable.
Item 2. Changes In Securities.
Inapplicable.
Item 3. Defaults Upon Senior Securities.
Inapplicable.
Item 4. Submission Of Matters To A Vote Of Security Holders.
Inapplicable.
Item 5. Other Information.
Information provided pursuant to ss. 228.701 (Item 701(f))(formerly
included in Form SR):
(1) Effective date of the offering: December 7, 1998;
File Number: 333-62477
(2) Offering commenced: December 7, 1998
(3) The offering did not terminate before any securities were sold.
(4) The offering has not been terminated prior to the sale of all of the
securities.
(5) The managing underwriter is ATEL Securities Corporation.
(6) The title of the registered class of securities is "Units of Limited
Liability Company interest"
(7) Aggregate amount and offering price of securities registered and sold
as of April 30, 2000
<TABLE>
<CAPTION>
Aggregate Aggregate
price of price of
offering offering
Amount amount Amount amount
Title of Security Registered registered sold sold
----------------- ---------- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
Limited Company units 15,000,000 $150,000,000 9,527,008 $95,270,080
(8) Costs incurred for the issuers account in
connection with the issuance and distribution
of the securities registered for each category
listed below:
Direct or indirect payments to
directors, officers, general
partners of the issuer or their
associates; to persons owning
ten percent or more of any Direct or
class of equity securities of indirect
the issuer; and to affiliates of payments to
the issuer others Total
---------- ------ -----
Underwriting discounts and
commissions $ - $ 9,050,658 $ 9,050,658
Other expenses 4,537,154 4,537,154
------------------ ------------------ -----------------
Total expenses $ - $13,587,811 $13,587,811
================== ================== =================
(9) Net offering proceeds to the issuer after the total expenses in item 8: $81,682,269
(10) The amount of net offering proceeds to the
issuer used for each of the purposes listed
below:
Direct or indirect payments to
directors, officers, general
partners of the issuer or their
associates; to persons owning
ten percent or more of any Direct or
class of equity securities of indirect
the issuer; and to affiliates of payments to
the issuer others Total
---------- ------ -----
Purchase and installation of
machinery and equipment $ - $81,205,918 $81,205,918
Working capital 476,350 476,350
------------------ ------------------ -----------------
$ - $81,682,269 $81,682,269
================== ================== =================
</TABLE>
(11) The use of the proceeds in Item 10 does not
represent a material change in the uses of
proceeds described in the prospectus.
Item 6. Exhibits And Reports On Form 8-K.
(a)Documents filed as a part of this report
1. Financial Statements
Included in Part I of this report:
Balance Sheets, March 31, 2000 and December 31,
1999.
Statement of operations for the three month periods
ended March 31, 2000 and 1999.
Statement of changes in partners' capital for the
three month period ended March 31, 2000.
Statements of cash flows for the three month periods
ended March 31, 2000 and 1999.
Notes to the Financial Statements
2. Financial Statement Schedules
All other schedules for which provision is made in
the applicable accounting regulations of the
Securities and Exchange Commission are not
required under the related instructions
or are inapplicable, and therefore have been
omitted.
(b) Report on Form 8-K
None
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
May 12, 2000
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
(Registrant)
By: ATEL Financial Corporation
Managing Member of Registrant
By: /s/ A. J. Batt
------------------------------------
A. J. Batt
President and Chief Executive Officer
of Managing Member
By: /s/ Dean L. Cash
------------------------------------
Dean L. Cash
Executive Vice President
of Managing Member
By: /s/ Paritosh K. Choksi
-------------------------------------
Paritosh K. Choksi
Principal financial officer
of registrant
By: /s/ Donald E. Carpenter
-------------------------------------
Donald E. Carpenter
Principal accounting
officer of registrant
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-2000
<CASH> 5,020,971
<SECURITIES> 0
<RECEIVABLES> 1,239,108
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 146,785,550
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0
0
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</TABLE>
