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 June 30, 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
JUNE 30, 2000 AND DECEMBER 31, 1999
(Unaudited)
ASSETS
2000 1999
---- ----
Cash and cash equivalents $ 4,224,129 $ 3,973,342
Accounts receivable 2,480,050 2,124,786
Other assets 130,000 145,000
Investments in leases 165,514,384 139,420,208
----------------- -----------------
Total assets $172,348,563 $145,663,336
================= =================
LIABILITIES AND MEMBERS' CAPITAL
Long-term debt $ 68,151,000 $64,674,000
Non-recourse debt 6,088,144 7,174,617
Line of credit 11,100,000 7,500,000
Accounts payable:
Managing member 551,584 811,287
Other 1,329,657 1,123
Accrued interest payable 280,881 114,602
Unearned operating lease income 1,176,413 1,257,697
----------------- -----------------
Total liabilities 88,677,679 81,533,326
Members' capital:
Managing member - -
Other members 83,670,884 64,130,010
----------------- -----------------
Total members' capital 83,670,884 64,130,010
----------------- -----------------
Total liabilities and members' capital $172,348,563 $145,663,336
================= =================
See accompanying notes.
3
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
STATEMENTS OF OPERATIONS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
Revenues: 2000 1999 2000 1999
---- ---- ---- ----
Leasing activities:
<S> <C> <C> <C> <C>
Operating leases $12,814,850 $ 1,481,475 $ 7,082,819 $ 1,462,724
Direct financing leases 269,128 125,488 135,212 59,493
Gain on sales of assets 1,453 - - -
Interest 73,988 19,089 39,404 18,944
Other 2,573 207 1,763 (44)
----------------- ------------------ ----------------- -----------------
13,161,992 1,626,259 7,259,198 1,541,117
Expenses:
Depreciation and amortization 10,183,852 1,043,220 5,457,430 908,378
Interest expense 3,310,610 422,582 1,788,270 317,034
Asset management fees to Managing Member 592,977 78,988 290,525 62,124
Administrative cost reimbursements to Managing
Member 540,582 276,123 304,630 236,010
Other 66,929 16,306 43,545 10,685
Professional fees 40,910 27,611 40,910 22,317
----------------- ------------------ ----------------- -----------------
14,735,860 1,864,830 7,925,310 1,556,548
----------------- ------------------ ----------------- -----------------
Net loss $ (1,573,868) $ (238,571) $ (666,112) $ (15,431)
================= ================== ================= =================
Net income (loss):
Managing member $ 333,878 $ (17,893) $ (23,333) $ (1,157)
Other members (1,907,746) (220,678) (642,779) (14,274)
----------------- ------------------ ----------------- -----------------
$ (1,573,868) $ (238,571) $ (666,112) $ (15,431)
================= ================== ================= =================
Net loss per Limited Liability Company Unit $ (0.21) $ (0.11) $ (0.07) $ (0.00)
Weighted average number of Units outstanding 9,143,454 1,934,557 9,867,140 2,855,581
</TABLE>
STATEMENT OF CHANGES IN MEMBERS' CAPITAL
SIX MONTH PERIOD ENDED
JUNE 30, 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 2,972,599 29,725,990 - 29,725,990
Less selling commissions to affiliates (2,823,969) - (2,823,969)
Other syndication costs to affiliates (1,335,570) - (1,335,570)
Distributions to members (4,117,831) (333,878) (4,451,709)
Net income (loss) (1,907,746) 333,878 (1,573,868)
----------------- ------------------ ----------------- -----------------
Balance June 30, 2000 10,716,925 $83,670,884 $ - $83,670,884
================= ================== ================= =================
</TABLE>
See accompanying notes.
4
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
STATEMENTS OF CASH FLOWS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
Operating activities:
<S> <C> <C> <C> <C>
Net loss $ (1,573,868) $ (238,571) $ (666,112) $ (15,431)
Adjustments to reconcile net loss to cash provided
by operating activities:
Depreciation and amortization 10,183,852 1,043,220 5,457,430 908,378
Gain on sales of assets (1,453) - - -
Changes in operating assets and liabilities:
Accounts receivable (355,264) (991,095) (1,240,942) (631,121)
Other assets 15,000 - 7,500 -
Accounts payable, Managing Member (259,703) - (287,003) (16,864)
Accounts payable, other 1,328,534 242,835 907,672 209,906
Accrued interest expense 166,279 - 74,818 -
Unearned lease income (81,284) 49,766 (537,209) 14,648
----------------- ------------------ ----------------- -----------------
Net cash provided by operations 9,422,093 106,155 3,716,154 469,516
----------------- ------------------ ----------------- -----------------
Investing activities:
Purchases of equipment on operating leases (35,627,046) (24,638,437) (30,006,710) (15,864,946)
Purchases of equipment on direct financing leases (1,079,153) (5,341,088) (859,141) (1,156,384)
Reduction of net investment in direct financing leases 899,922 340,869 427,579 262,323
Payment of initial direct costs to managing member (479,818) (33,373) (145,571) (33,373)
Proceeds from sales of assets 9,520 - - -
----------------- ------------------ ----------------- -----------------
Net cash used in investing activities (36,276,575) (29,672,029) (30,583,843) (16,792,380)
----------------- ------------------ ----------------- -----------------
Financing activities:
Capital contributions received 29,725,990 40,585,450 16,063,990 23,234,030
Payment of syndication costs to managing member (4,159,539) (5,812,963) (2,355,400) (3,273,955)
Borrowings on line of credit 20,908,796 - 18,908,796 -
Repayments of line of credit (17,308,796) - (9,808,796) -
Proceeds of long-term debt 8,400,000 - 8,400,000 -
Repayments of long-term debt (4,923,000) - (3,009,000) -
Repayments of non-recourse debt (1,086,473) - 20,923 -
Distributions to other members (4,117,831) (429,421) (2,172,999) (381,755)
Distributions to managing member (333,878) - 23,333 -
----------------- ------------------ ----------------- -----------------
Net cash provided by financing activities 27,105,269 34,343,066 26,070,847 19,578,320
----------------- ------------------ ----------------- -----------------
Net increase (decrease) in cash and cash
equivalents 250,787 4,777,192 (796,842) 3,255,456
Cash and cash equivalents at beginning of period 3,973,342 600 5,020,971 1,522,336
----------------- ------------------ ----------------- -----------------
Cash and cash equivalents at end of period $ 4,224,129 $ 4,777,792 $ 4,224,129 $ 4,777,792
================= ================== ================= =================
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 422,582 $ 422,582 $ 422,582 $ 317,034
================= ================== ================= =================
</TABLE>
See accompanying notes.
5
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(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 or Reclassi- Balance
December 31, Amortization fications or June 30,
1999 Additions of Leases Dispositions 2000
---- --------- --------- - ------------- ----
<S> <C> <C> <C> <C> <C>
Net investment in operating
leases $129,689,456 $35,627,046 $ (10,082,826) $ (8,067) $155,225,609
Net investment in direct
financing leases 9,040,460 1,079,153 (899,922) - 9,219,691
Initial direct costs, net of
accumulated amortization 690,292 479,818 (101,026) - 1,069,084
------------------ ----------------- ------------------ ----------------- -----------------
$139,420,208 $37,186,017 $ (11,083,774) $ (8,067) $165,514,384
================== ================= ================== ================= =================
</TABLE>
6
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(Unaudited)
3. Investment in leases (continued):
Operating leases:
Property on operating leases consists of the following:
<TABLE>
<CAPTION>
Balance Acquisitions, Dispositions & Balance
December 31, Reclassifications June 30,
-----------------
1999 1st Quarter 2nd Quarter 2000
---- ----------- ----------- ----
<S> <C> <C> <C> <C>
Manufacturing $ 25,561,287 $ 2,365,847 $ 12,354,201 $ 40,281,335
Transportation, rail 34,613,356 - 4,797,067 39,410,423
Aircraft 24,411,837 - - 24,411,837
Containers 21,228,750 - - 21,228,750
Transportation, other 10,247,265 - 5,932,595 16,179,860
Natural gas compressors 7,863,922 275,085 5,094,356 13,233,363
Other 4,950,434 2,441,297 20,452 7,412,183
Materials handling 2,187,570 528,455 1,808,040 4,524,065
Marine vessel 3,952,500 - - 3,952,500
----------------- ------------------ ----------------- -----------------
135,016,921 5,610,684 30,006,711 170,634,316
Less accumulated depreciation (5,327,465) (4,677,684) (5,403,558) (15,408,707)
----------------- ------------------ ----------------- -----------------
$129,689,456 $ 933,000 $ 24,603,153 $155,225,609
================= ================== ================= =================
</TABLE>
Direct financing leases:
As of June 30, 2000, investment in direct financing leases consists primarily
office automation equipment. The following lists the components of the Company's
investment in direct financing leases as of June 30, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
Total minimum lease payments receivable $ 9,571,758 $ 5,027,357
Estimated residual values of leased equipment (unguaranteed) 1,406,218 565,388
----------------- -----------------
Investment in direct financing leases 10,977,976 5,592,745
Less unearned income (1,758,285) (592,626)
----------------- -----------------
Net investment in direct financing leases $ 9,219,691 $ 5,000,119
================= =================
</TABLE>
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
JUNE 30, 2000 AND 1999
(Unaudited)
3. Investment in leases (continued):
At June 30, 2000, the aggregate amounts of future minimum lease payments are as
follows:
Direct
Year ending Operating Financing
December 31, Leases Leases Total
------------ ------ ------ -----
2000 $13,891,283 $ 985,865 $ 14,877,148
2001 25,460,288 2,427,469 27,887,757
2002 22,459,056 1,905,032 24,364,088
2003 16,598,251 1,624,084 18,222,335
2004 9,193,184 891,096 10,084,280
Thereafter 19,818,978 1,738,212 21,557,190
----------------- ------------------ -----------------
$107,421,040 $ 9,571,758 $116,992,798
================= ================== =================
4. Non-recourse debt:
At June 30, 2000, 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 $ 960,456 $ 305,486 $ 1,265,942
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
----------------- ------------------ -----------------
$ 6,088,144 $ 1,426,410 $ 7,514,554
================= ================== =================
8
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(Unaudited)
5. Other long-term debt:
In 1999, the Company entered into a $70 million receivables funding program (the
Program) (which has been increased to $125 million) with a receivables financing
company that issues commercial paper rated A1 by Standard and Poors and P1 by
Moody's Investor Services. Under the Program, the receivables financing company
receives a general lien against all of the otherwise unencumbered assets of the
Company. The Program provides for borrowing at a variable interest rate (6.7099%
at June 30, 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 June 30,
2000, the Company receives or pays interest on a notional principal of
$68,151,000, based on the difference between nominal rates ranging from 6.84% to
7.72% and the variable rate under the Program. No actual borrowing or lending is
involved. The last of the swaps terminates in 2009. The differential to be paid
or received is accrued as interest rates change and is recognized currently as
an adjustment to interest expense related to the debt.
Borrowings under the Program are as follows:
Original Balance Rate on
Amount June 30, Interest Swap
Date Borrowed Borrowed 2000 Agreement
------------- -------- ---- ---------
11/11/1999 $ 20,000,000 $17,406,000 6.84%
12/21/1999 20,000,000 19,199,000 7.41%
12/24/1999 25,000,000 23,354,000 7.44%
4/17/2000 6,500,000 6,363,000 7.45%
4/28/2000 1,900,000 1,829,000 7.72%
------------------ -----------------
$ 73,400,000 $68,151,000
================== =================
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 $ 6,725,000 $ 2,382,399 $ 9,107,399
2001 13,744,000 4,031,243 17,775,243
2002 13,767,000 3,026,548 16,793,548
2003 11,470,000 2,089,823 13,559,823
2004 6,884,000 1,402,732 8,286,732
Thereafter 15,561,000 2,164,286 17,725,286
----------------- ------------------ -----------------
$68,151,000 $15,097,031 $ 83,248,031
================= ================== =================
9
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(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 during the
six month periods ended June 30, 2000 and 1999 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) $ 2,823,969 $ 3,855,618
Reimbursement of other syndication costs to Managing Member 1,335,570 1,957,345
Asset management fees to Managing Member 592,977 78,988
Administrative costs reimbursed to Managing Member 540,582 276,123
----------------- -----------------
$ 5,293,098 $ 6,168,074
================= =================
</TABLE>
7. Member's capital:
As of June 30, 2000, 10,716,925 Units ($107,169,250) 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.
10
<PAGE>
ATEL CAPITAL EQUIPMENT FUND VIII, LLC
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(Unaudited)
8. Line of credit:
The Company participates with the Managing Member and certain of its Affiliates
in a $77,500,000 revolving credit agreement with a group of financial
institutions which expires on July 28, 2001. The agreement includes an
acquisition facility and a warehouse facility which are used to provide bridge
financing for assets on leases. Draws on the acquisition facility by any
individual borrower are secured only by that borrower's assets, including
equipment and related leases. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Company and the Managing Member.
At June 30, 2000, the Company had $11,100,000 of borrowings under the line of
credit.
The credit agreement includes certain financial covenants applicable to each
borrower. The Company was incompliance with its covenants as of June 30, 2000.
9. Commitments:
As of June 30, 2000, the Company had outstanding commitments to purchase lease
equipment totaling approximately $25,309,000.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
During the first half 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 June 30, 2000, the Company had
received subscriptions for 10,716,925 Units ($107,169,250) 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 $77,500,000 revolving line of credit with a group of financial
institutions. The line of credit expires on July 28, 2001.
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
$25,309,000 as of June 30, 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.
Cash Flows
During the first two quarters of 2000 and 1999, the Company's primary source of
liquidity was the proceeds of its offering of Units.
Sources of cash flows from operating activities consisted primarily of operating
lease revenues.
12
<PAGE>
Rents from direct financing leases were the only significant 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 payment of
initial direct costs related to lease asset purchases.
In 2000, financing sources of cash consisted of the proceeds of the Company's
offering, funds borrowed on the line of credit and proceeds of long-term debt.
In 1999, the only 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 long-tern debt, repayments of non-recourse debt,
repayments of borrowings under the line of credit and distributions to the
members.
Results of operations
On January 13, 1999, the Company commenced operations. In 2000, operations
resulted in a net loss of $1,573,868 for the six month period and a net loss of
$666,112 for the three month period. In 1999, operations resulted in a net loss
of $238,571 for the first half of the year and $15,431 for the second quarter.
The Company's primary source of revenues is from operating leases. In future
periods, operating leases are also expected to be the most significant source of
revenues. Depreciation is related to operating lease assets and thus, to
operating lease revenues. 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 compared to 1999 due to borrowings since June 30,
1999, particularly long-term and non-recourse debt borrowings.
Results of operations in future periods are expected to vary considerably from
those of the first half of 2000 as the Company continues to acquire significant
amounts of lease assets.
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.
13
<PAGE>
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
July 31, 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>
Limited Company units 15,000,000 $150,000,000 11,143,808 $111,438,080
(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 $ - $ 10,586,618 $10,586,618
Other expenses - 5,264,714 5,264,714
----------------- ----------------- -----------------
Total expenses $ - $ 15,851,331 $15,851,331
================= ================= =================
(9) Net offering proceeds to the issuer after the total expenses in item 8: $95,586,749
14
<PAGE>
(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 $ 1,233,426 $ 93,796,133 $95,029,558
Working capital - 557,190 557,190
----------------- ----------------- -----------------
$ - $ 94,353,323 $95,586,749
================= ================= =================
(11) The use of the proceeds in Item 10 does not
represent a material change in the uses of
proceeds described in the prospectus.
</TABLE>
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, June 30, 2000 and December 31,
1999.
Statements of operations for the six and three
month periods ended June 30, 2000 and 1999.
Statement of changes in partners' capital for the
six month period ended June 30, 2000.
Statements of cash flows for the six and three
month periods ended June 30, 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
15
<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:
August 11, 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
