Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (fee required)
For the year ended December 31, 1995
Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (no fee required)
For the transition period from _____ to _____
Commission File number 0-16843
ATEL Cash Distribution Fund, a California Limited Partnership
California 94-2985201
(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
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Limited Partnership
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
State the aggregate market value of voting stock held by non-affiliates of the
registrant: Inapplicable.
DOCUMENTS INCORPORATED BY REFERENCE
None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
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<PAGE>
PART I
Item 1. BUSINESS
General Development of Business
ATEL Cash Distribution Fund, a California limited partnership (the Partnership),
was formed under the laws of the State of California on November 29, 1985. The
Partnership was formed for the purpose of acquiring equipment to engage in
equipment leasing and sales activities.
In a public offering of 15,000 units of Limited Partnership interest (Units)
(which was increased to 20,000 Units at the option of the General Partners), at
a price of $500 per Unit, the Partnership sold an aggregate of 20,000 Units for
a total capitalization of $10,000,000. Of the proceeds received, $950,000 was
paid to ATEL Securities Corporation, a wholly owned subsidiary of ATEL Financial
Corporation (ATEL), the corporate general partner, as sales commissions,
$550,000 was paid to ATEL as reimbursements of organization and other
syndication costs and $8,250,000 was used to acquire leased equipment, including
acquisition fees paid to ATEL. An additional $250,000 was held for reserves for
repurchases of Units and for working capital. The offering was closed as of
December 18, 1987.
At December 31, 1995, the Partnership's cash balances ($91,084) consisted of
amounts held for distribution to the Limited Partners in January 1996 ($68,200)
and working capital reserves.
The Partnership's objectives are to invest in a diversified portfolio of
equipment which will (i) preserve, protect and return the Partnership's invested
capital, (ii) generate substantial distributions to the Limited Partners of cash
from operations and cash from sales or refinancing, with any balance remaining
after certain minimum distributions to be reinvested during the reinvestment
period (which ended December 31, 1994), and (iii) provide significant cash
distributions after the end of the reinvestment period, and until all of the
equipment is sold. The Partnership is governed by its Limited Partnership
Agreement.
Narrative Description of Business
The Partnership has acquired various types of equipment and leased such
equipment pursuant to "Operating" leases and "Full Payout" leases, where
"Operating" leases are defined as being leases in which the minimum lease
payments during the initial lease term do not recover the full cost of the
equipment and "Full Payout" leases recover such cost.
The Partnership would only enter into leases with (i) companies that have credit
ratings of not less than Baa as determined by Moody's Investor Services, Inc. or
comparable credit ratings as determined by other nationally recognized credit
rating services (which represent approximately 26% of the purchase price of the
portfolio as of December 31, 1995), (ii) companies which, although not rated by
nationally recognized credit rating services, are believed by the General
Partners to have comparable creditworthiness (33% at December 31, 1995), or
(iii) under circumstances where, as a result of collateral given, deposits made
or other security provided, the credit risk to the Partnership is deemed by the
General Partners to be equivalent to at least a Baa rating (40% at December 31,
1995).
As of December 31, 1995, the Partnership had acquired equipment manufactured by
Caterpillar with a total acquisition cost of $2,328,249, representing 20.9% of
the total acquisitions. There is a ready market for the equipment and there are
numerous companies which service these types of equipment. No adverse
consequences are anticipated because of this concentration in equipment
manufactured by one company. As of December 31, 1995, food processing equipment
on lease to WSMP, Inc. represents 34% of the Partnership's total net lease
assets. As of December 31, 1995, restaurant furniture and fixtures on lease to
the Galardi Group represent 22% of the total lease assets of the Partnership and
this lease generated approximately 15% of the Partnership's gross lease rentals
in 1995. The Galardi Group and WSMP, Inc. are not affiliated with the
Partnership or its General Partners, although other affiliates of the
Partnership have entered into other transactions with the Galardi Group. Due to
the collateral given, the General Partners do not consider that a default under
the lease would have a significant adverse effect on the Partnership.
-2-
<PAGE>
The equipment leasing industry is highly competitive. Equipment manufacturers,
corporations, partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms which vary widely depending on the
lease term and type of equipment. The ability of the Partnership to keep the
equipment leased and/or operating and the terms of the acquisitions, leases and
dispositions of equipment depend on various factors (many of which are not in
the control of the General Partners or the Partnership), such as general
economic conditions, including the effects of inflation or recession, and
fluctuations in supply and
demand for various types of equipment resulting from,
among other things, technological and economic obsolescence.
The business of the Partnership is not seasonal.
The Partnership has no full time employees.
Equipment Dispositions:
Through December 31, 1995, the Partnership has disposed of certain lease assets
as set forth below:
Excess of
Acquisition Sales Rents Over
Asset Type Cost Price Expenses *
Material Handling $2,590,452 $671,322 $2,632,587
Transportation 1,418,993 936,000 1,301,611
Other 1,579,698 990,617 922,018
Communications 845,305 48,318 828,345
Medical 899,672 99,000 996,499
Data processing 743,578 83,527 855,547
Motor Vehicles 214,810 64,430 228,177
Mining 156,450 45,000 184,567
----------- ----------- -----------
$8,448,958 $2,938,214 $7,949,351
=========== =========== ===========
* Includes only those expenses directly related to the production of the related
rents.
Equipment Leasing Activities:
The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth
the types of equipment acquired by the Partnership through December 31, 1995 and
the industries to which the assets have been leased.
Purchase price excluding Percentage of total
Asset types acquisition fees acquisitions
Materials handling $3,061,707 27.50%
Medical 1,518,245 13.64%
Transportation 1,200,000 10.78%
Manufacturing 1,038,478 9.33%
Studio and broadcasting 909,735 8.17%
Communications 835,563 7.50%
Printing 721,266 6.48%
Motor vehicles 545,148 4.90%
Data processing 489,039 4.39%
Mining 358,710 3.22%
Food processing 208,787 1.88%
Furniture and fixtures 247,000 2.21%
----------- -------
$11,133,678 100.00%
=========== =======
Purchase price excluding Percentage of total
Industry of lessee acquisition fees acquisitions
Manufacturing, other $3,427,773 30.79%
Forest products 1,653,596 14.85%
Medical 1,518,245 13.64%
Manufacturing, chemicals 1,417,908 12.74%
Communications 909,735 8.17%
Printing 721,266 6.48%
Manufacturing, automobiles 622,632 5.59%
Food processing 526,287 4.73%
Retail food sales 247,000 2.22%
Insurance 89,236 0.79%
----------- -------
$11,133,678 100.00%
=========== =======
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<PAGE>
For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1995, see Note 3 to the financial statements, Investment in
leases, set forth in Item 8, Financial Statements and Supplementary Data.
Item 2. PROPERTIES
The Partnership does not own or lease any real property, plant or materially
important physical properties other than equipment held for lease as set forth
in Item 1.
Item 3. LEGAL PROCEEDINGS
Inapplicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable
PART II
Item 5. MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS
AND RELATED MATTERS
Market Information
The Units are transferable subject to restrictions on transfers which have been
imposed under the securities laws of certain states and the Partnership
Agreement. However, as a result of such restrictions, the size of the
Partnership and its investment objectives, to the General Partners' knowledge,
no established public secondary trading market has developed and it is unlikely
that a public trading market will develop in the future. Holders
As of December 31, 1995, a total of 1052 investors were record holders of Units
in the Partnership.
Dividends
The Limited Partners of the Partnership are entitled to certain distributions as
provided under the Limited Partnership Agreement.
The General Partners have sole discretion in determining the amount of
distributions. However, since the reinvestment period ended December 31, 1994,
the General Partners are required to distribute, subject to payment of any
obligations of the Partnership, such available cash from operations and cash
from sales or refinancing.
The rates for distributions to Limited Partners in April, July and October 1995
and in January 1996 were $3.43, $6.07, $2.50 and $3.05, respectively, per Unit
(a total of $15.05 per Unit). All distributions were made from cash flows from
operations and sales proceeds in 1995.
The rates for distributions to Limited Partners in April, July and October 1994
and in January 1995 were $15.00, $15.00, $10.00 and $9.76, respectively, per
Unit (a total of $49.76 per Unit). All distributions were made from cash flows
from operations and sales proceeds in 1994.
The rates for distributions to Limited Partners in April, July and October 1993
and in January 1994 were $14.07, $15.80, $8.37 and $15.00, respectively, per
Unit (a total of $53.24 per Unit). All distributions were made from cash flows
from operations and sales proceeds in 1993.
The following table presents summarized information regarding distributions to
Limited Partners:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Distributions of net income $15.41 $14.11 $12.09 $7.15 $4.77
Return of investment 8.97 57.24 59.26 79.67 69.21
------- ------- ------- ------- -------
Distributions per unit 24.38 61.59 71.35 86.82 73.98
Differences due to timing of
distributions and due to
distribution reinvestment (9.33) (11.83) (18.11) 2.30 (9.95)
------- ------- ------- ------- -------
Nominal distribution rates from
above $15.05 $49.76 $53.24 $89.12 $64.03
======= ======= ======= ======= =======
</TABLE>
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<PAGE>
In 1991, 1992, 1993 and 1994, cash flows and distributions to Limited Partners
were not sufficient to allow the Partnership to reinvest in additional
equipment.
Effective April 1, 1993, the capital accumulation period was terminated by the
General Partners. The reinvestment period ended December 31, 1994 in accordance
with the terms of the Limited Partnership Agreement.
Item 6. SELECTED FINANCIAL DATA
The following table presents selected financial data of the Partnership for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991. This financial data
should be read in conjunction with the financial statements and the related
notes included under Item 8 of this report.
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Gross Revenues $389,278 $484,383 $904,941 $1,426,305 $1,821,896
Net Income $310,695 $284,567 $243,968 $144,226 $96,316
Weighted average Limited
Partnership Units
(Units) outstanding 19,962 19,964 19,971 19,971 19,971
Net income per Unit, based on
weighted average Units
outstanding $15.41 $14.11 $12.09 $7.15 $4.77
Distributions per Unit, based on
weighted average Units outstanding $24.38 $61.59 $71.35 $86.82 $73.98
Total Assets $649,232 $692,353 $1,738,846 $3,019,088 $5,084,609
Total Non-recourse Debt $190,568 $107,924 $345,057 $1,078,892
Total Partners' Capital $433,185 $609,077 $1,556,020 $2,594,210 $3,920,244
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
At December 31, 1995, the Partnership's cash balances ($91,084) consisted of
amounts held for distribution to the Limited Partners in January 1996 ($68,200)
and working capital reserves.
During 1995, the Partnership generated cash flows available for distribution (as
defined in the Partnership Agreement) of $355,000.
During the year, the Partnership's primary sources of liquidity were cash flows
from leasing operations and proceeds from the sales of assets. The liquidity of
the Partnership will vary in the future, increasing to the extent cash flows
from operations and proceeds from asset sales exceed expenses, and decreasing as
distributions are made to the Limited Partners and to the extent expenses exceed
cash flows from leases and proceeds from asset sales.
The Partnership currently has available adequate reserves to meet its immediate
cash requirements.
Through December 31, 1995, the Partnership had borrowed approximately
$2,818,000. The outstanding balance at December 31, 1995 was $190,568. There
were no new borrowings between December 31, 1995 and February 28, 1996. The
borrowings were non-recourse to the Partnership, that is, the only recourse of
the lender is to the equipment or corresponding lease acquired with the loan
proceeds. The Partnership Agreement limits such borrowings to 80% of the total
cost of equipment, in aggregate.
No commitments of capital have been made or will be made in connection with the
reinvestment of available cash from operations and cash from sales or
refinancing for the acquisition of additional equipment as described in Item 1.
The Partnership's reinvestment period ended December 31, 1994. The Partnership
may, however, use the proceeds of non-recourse debt to purchase additional
assets. The Partnership intends to acquire assets without the use of any cash or
exposure of any of its other assets by using 100% financing on a non-recourse
basis. In 1995, the Partnership acquired assets with a cost of $208,787 by this
method.
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<PAGE>
The Partnership made distributions of cash from operations and sales proceeds to
the Limited Partners in April, July and October 1995 and in January 1996. These
distributions were based on the results of operations and asset sales in 1995.
If inflation in the general economy becomes significant, it may affect the
Partnership inasmuch as the residual (resale) values and rates on re-leases of
the Partnership's leased assets may increase as the costs of similar assets
increase. However, the Partnership'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 Partnership
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.
1995 vs. 1994.
Cash flows from operations increased by $5,111. Although the net change is not
large, it is the result of two significant (and offsetting) factors. Lease
revenues declined by $70,114 as a result of continued lease maturities,
terminations and asset sales. This was offset by the receipt of $103,286 as a
part of the 1992 settlement of the Financial News Network (FNN) bankruptcy.
Sources of cash from investing activities decreased from $742,095 in 1994 to
$191,880 in 1995. The largest factor was the decrease in the amounts of proceeds
from sales of lease assets from $450,553 in 1994 to $44,030 in 1995. This
decrease reflects the decrease in the amounts of equipment sold in 1994 compared
to 1995. The original cost of operating lease assets sold in 1994 was $609,385
compared to $149,558 in 1995. Sales of such assets are not expected to increase
significantly in 1996. The amounts received from the sales of marketable
securities decreased from $171,797 in 1994 to $68,158 in 1995. The stock was
received at no cost as part of the 1992 FNN bankruptcy settlement. All of the
stock had been sold as of the end of the first quarter of 1995.
In 1995, the only source of cash from financing sources was the $205,517
received as the proceeds of non-recourse debt. This cash was used to finance the
assets acquired in 1995.
1994 vs. 1993.
Cash flows from operations decreased by approximately $378,954. This was
primarily due to decreases in lease rents of $468,834. Certain cash expenses
decreased in 1994 as discussed under the caption "Results of Operations". The
decreased cash flows from leases resulted from sales of lease assets as leases
expired.
Cash flows from investing activities decreased by $889,656. This decrease is
primarily the result of decreased sales of lease assets. Such sales decreased
from $1,343,908 in 1993 to $450,553 in 1994. This decrease was partially offset
by gains realized on the sale of common stock ($171,797) received at no cost as
part of the 1992 FNN bankruptcy settlement. The Partnership's reinvestment
period ended December 31, 1994 and the Partnership is not expected to purchase
additional lease assets, except with the proceeds of non-recourse debt. In
future periods the amounts realized from asset sales are expected to decline
significantly as the underlying portfolio of assets is sold off.
In 1994, there were no financing sources of cash. Debt payments decreased as
scheduled payments were made and all of the Partnership's debt was repaid.
Results of Operations
As of December 29, 1986, the Partnership commenced operations in its primary
business (leasing activities). Operations resulted in net income of $67,084,
$96,316, $144,226, $243,968, 284,567 and $310,695 in 1990, 1991, 1992, 1993,
1994 and 1995, respectively. The results of operations in future periods may
vary significantly from those of 1995 as the Partnership's lease portfolio of
capital equipment matures and is liquidated. Revenues from leases are expected
to decline over the long term as leased assets come off lease and are sold or
re-leased at lower lease rents. The effect on net income is not determinable as
it will depend to a large degree on the amounts received from the sales of
assets or from re-leases to either the same or new lessees once the initial
lease terms expire.
In 1996, lease revenues are expected to decrease due to lease terminations and
equipment dispositions in 1995 and 1996 to about $130,000 from $175,362 in 1995.
A similar decrease in depreciation expense is also to be expected. The ultimate
effect on net income is not determinable as it will depend to a large degree on
the amounts received from the sales of assets and/or from re-leases to either
the same or new lessees once the initial lease terms expire.
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<PAGE>
1995 vs. 1994
Lease revenues decreased from $245,000 in 1994 to $175,000 in 1995. This
decrease is primarily the result of scheduled lease terminations. All of the
assets coming off lease in 1995 were sold. Depreciation expense decreased from
$98,835 in 1994 to $29,324 in 1995. This decreased is also the result of asset
sales in 1994 and 1995. Gains on the sales of marketable securities decreased
from $171,797 in 1994 to $68,158 in 1995 as the remainder of the common stock
received in the FNN bankruptcy settlement was sold in the first quarter of 1995.
In 1995, the Partnership also received a one time distribution from that
settlement in the amount of $103,286. There will not be any similar amounts in
future periods.
The decrease in the management fees and administrative cost reimbursements
resulted from the General Partners' decision in 1994 to waive such fees and
reimbursements. Interest expense increased as a direct result of the 1995
non-recourse borrowings ($205,517).
1994 vs. 1993
Lease revenues decreased from $714,000 in 1993 to $245,000 in 1994. This was
primarily the result of scheduled lease terminations. Most of the assets coming
off lease in 1994 were sold and those placed on new leases tended to produce
lower amounts of rent than the leases they replaced. Depreciation expense has
decreased from $348,650 in 1993 to $98,835 in 1994. This decrease resulted from
continued sales of operating lease assets in 1993 and 1994.
Effective May 1, 1994, the General Partners elected to waive reimbursement of
administrative costs incurred on behalf of the Partnership. This was the primary
cause of decrease of such costs of $106,604 (75%) compared to 1993. In addition,
effective April 1, 1994, the General Partners elected to waive equipment and
partnership management fees. Such fees decreased by $59,657 (75%) as a result of
this and decreased revenues.
All of the Partnership's debt was retired, as scheduled, in 1994. As a
consequence, interest expense decreased by $20,249 (80%). Additional debt was
placed in 1995.
Contracts for professional services (primarily audit and tax return preparation
services) were renegotiated during 1994 resulting in a decrease of $23,865.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements and Notes to Financial Statements attached hereto at
pages 8 through 21.
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<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Partners
ATEL Cash Distribution Fund
We have audited the accompanying balance sheets of ATEL Cash Distribution Fund
(a California limited partnership) as of December 31, 1995 and 1994, and the
related statements of income, changes in partners' capital and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ATEL Cash Distribution Fund (a
California limited partnership) at December 31, 1995 and 1994, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
San Francisco, California
February 2, 1996
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<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1995 and 1994
ASSETS
1995 1994
Cash and cash equivalents $91,084 $203,776
Accounts receivable, net of allowance for doubtful
accounts of $22,097 in 1995
and in 1994 6,098 3,606
Investment in equipment and leases 552,050 484,971
--------- ---------
Total assets $649,232 $692,353
========= =========
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $190,568
Accounts payable 10,179 $68,459
Deposits due to lessees 12,914 12,914
Accrued interest 1,471 -
Unearned lease income 915 1,903
-------- ---------
Total liabilities 216,047 83,276
Partners' capital:
General Partners 19,914 16,807
Limited Partners 413,271 592,270
--------- ---------
Total partners' capital 433,185 609,077
--------- ---------
Total liabilities and partners' capital $649,232 $692,353
========= =========
See accompanying notes.
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<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
Revenues:
Leasing activities:
Operating $111,448 $172,471 $680,659
Direct financing 63,914 68,562 33,651
Leveraged - 4,443 -
Gain on sale 15,106 48,469 176,269
Interest income 1,073 9,649 9,929
Gain on sale of marketable securities 68,158 171,797 -
Proceeds from bankruptcy settlement 103,286 - -
Other 26,293 8,992 4,433
----------- ---------- ------------
389,278 484,383 904,941
----------- ---------- ------------
Expenses:
Depreciation and amortization 29,324 98,835 348,650
Administrative cost reimbursements
to General Partner - 34,380 140,984
Professional fees 15,443 20,391 44,256
Equipment and partnership management
fees to General Partner - 20,359 80,016
Provision for losses 3,768 594 -
Interest 12,496 5,154 25,403
Other 17,552 20,103 21,664
----------- ---------- ------------
78,583 199,816 660,973
----------- ---------- ------------
Net income $310,695 $284,567 $243,968
=========== ========== ============
Net income:
General Partners $3,107 $2,846 $2,440
Limited Partners 307,588 281,721 241,528
----------- ---------- ------------
$310,695 $284,567 $243,968
=========== ========== ============
Net income per Limited Partnership Unit $15.41 $14.11 $12.09
Weighted average number of Units
outstanding 19,962 19,964 19,971
See accompanying notes.
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<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Limited Partners General
Limited Partners General
Units Amount Partners Total
Balance, December 31,
1992 19,971 $2,582,689 $11,521 $2,594,210
Distributions ($71.3
per Unit) (1,424,931) (1,424,931)
Distributions
reinvested 142,773 - 142,773
Net income 241,528 2,440 243,968
------------- ------------- ------------- --------------
Balance, December 31,
1993 19,971 1,542,059 13,961 1,556,020
Distributions ($61.59
per Unit) (1,229,616) (1,229,616)
Repurchase of units (9) (1,894) - (1,894)
Net income 281,721 2,846 284,567
------------- ------------- ------------- --------------
Balance, December 31,
1994 19,962 592,270 16,807 609,077
Distributions ($24.38
per Unit) (486,587) - (486,587)
Net income 307,588 3,107 310,695
------------- ------------- ------------- --------------
Balance, December 31,
1995 19,962 $413,271 $19,914 $433,185
============= ============= ============= ==============
See accompanying notes.
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<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Operating activities:
Net income $310,695 $284,567 $243,968
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization expense 29,324 98,835 348,650
Gain on sale of equipment (15,106) (48,469) (176,269)
Gain on sale of marketable securities (68,158) (171,797) -
Provision for losses 3,768 594 -
Changes in operating assets and liabilities:
Receivables (2,492) 23,019 162,647
Accounts payable to General Partners - (65,389) 49,633
Other accounts payable (58,280) 58,946 (43,485)
Deposits due to lessees - 12,914 -
Accrued interest 1,471 - -
Unearned operating lease income (988) 1,903 (11,067)
------------- ------------ -------------
Net cash provided by operating activities 200,234 195,123 574,077
------------- ------------ -------------
Investing activities:
Purchases of equipment on direct financing leases - (377,849) -
Purchases of equipment on operating leases (208,787) - (276,986)
Proceeds from sale of assets on operating leases 44,030 319,553 1,320,905
Proceeds from sale of assets on direct financing leases - 131,000 23,003
Reductions of net investment in direct financing leases 79,692 119,745 183,275
Payment of initial direct costs - (3,705) -
Proceeds from sale of marketable securities 68,158 171,797 -
------------- ------------ -------------
Net cash (used in) provided by investing activities (16,907) 360,541 1,250,197
------------- ------------ -------------
Financing activities:
Distributions to limited partners, net of reinvestments (486,587) (1,229,616) (1,282,158)
Proceeds of non-recourse debt 205,517 - -
Repayments of non-recourse debt (14,949) (107,924) (237,133)
Repurchase of units - (1,894) -
------------- ------------ -------------
Net cash used in financing activities (296,019) (1,339,434) (1,519,291)
------------- ------------ -------------
Net (decrease) increase in cash and cash equivalents (112,692) (783,770) 304,983
Cash and cash equivalents at beginning of year 203,776 987,546 682,563
------------- ------------ -------------
Cash and cash equivalents at end of year $91,084 $203,776 $987,546
============= ============ =============
</TABLE>
-12-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $11,025 $5,154 $25,403
============= ============ =============
Supplemental schedule of non-cash transactions:
Direct financing lease assets reclassified to operating leases
assets $13,421
============
Operating lease assets reclassified to direct financing lease
assets $44,761
Less accumulated depreciation (8,853)
------------
$35,908
============
Leveraged lease assets reclassified to operating leases $49,862
============
Assets reclassified to equipment held for lease $579,885
Less accumulated depreciation (439,799)
------------
$140,086
============
</TABLE>
See accompanying notes.
-13-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. Organization and partnership matters:
ATEL Cash Distribution Fund, a California limited partnership (the Partnership),
was formed under the laws of the State of California on November 29, 1985, for
the purpose of acquiring equipment to engage in equipment leasing and sales
activities. Initial contributions of $600 were received, and of this amount,
$100 was contributed by the General Partners for their General Partner interest.
One unit of Limited Partnership interest was issued to the initial Limited
Partner for $500. Partnership operations commenced on November 17, 1986 when
subscriptions for the minimum amount of Units of Limited Partnership Interest
(Units) offered by the prospectus ($1,200,000) and the proceeds thereof had been
received by the Partnership. The General Partners are ATEL Financial Corporation
(ATEL), a California corporation and two individuals, who are principals of ATEL
Capital Group, the parent of ATEL Financial Corporation.
The Partnership's business consists of leasing various types of equipment. As of
December 31, 1995, the original terms of the leases ranged from two to seven
years.
Pursuant to the Limited Partnership Agreement, the General Partners are entitled
to receive compensation and reimbursement for services rendered on behalf of the
Partnership (Note 5). The General Partners are required to maintain reasonable
cash reserves for working capital in the Partnership.
2. Summary of significant accounting policies:
Equipment on operating leases:
Equipment on operating leases is stated at cost. Depreciation is being provided
by use of the straight-line method over the terms of the related leases to the
equipment's estimated residual values at the end of the leases.
Revenues from operating leases are recognized evenly over the life of the
related leases.
Direct financing leases:
Income from direct financing lease transactions is reported on the financing
method of accounting, in which the Partnership's investment in the leased
property is reported as a receivable from the lessee to be recovered through
future rentals and realization of residual values. The income portion of each
rental payment is calculated so as to generate a constant rate of return on the
net receivable outstanding.
-14-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
2. Summary of significant accounting policies (continued):
Investment in leveraged leases:
Leases which are financed principally with non-recourse debt at lease inception
and which meet certain other criteria are accounted for as leveraged leases.
Leveraged lease contracts receivable are stated net of the related non-recourse
debt service (which includes unpaid principal and aggregate interest on such
debt) plus estimated residual values. Unearned income represents the excess of
anticipated cash flows (after taking into account the related debt service and
residual values) over the investment in the lease and is amortized using a
constant rate of return applied to the net investment when such investment is
positive.
Statements of cash flows:
For purposes of the Statement of Cash Flows, cash and cash equivalents includes
cash in banks and cash equivalent investments with original maturities of ninety
days or less.
Income taxes:
The Partnership does not provide for income taxes since all income and losses
are the liability of the individual partners and are allocated to the partners
for inclusion in their individual tax returns.
The tax basis of the Partnership's net assets and liabilities varies from the
amounts presented in these financial statements.
1995 1994
Financial statement basis of net assets and liabilities $433,185 $609,077
Tax basis of net assets and liabilities 2,087,467 2,234,779
---------- ----------
Difference $1,654,282 $1,625,702
========== ===========
The following reconciles the net loss reported in these financial statements to
the loss reported on the Partnership's federal tax return (unaudited):
1995 1994
Net income per financial statements $310,695 $284,567
Adjustment to depreciation expense (31,898) (40,389)
Adjustments to revenues 56,712 500,502
Adjustments to other expenses 3,766 594
--------- ---------
Net income per federal tax return $339,275 $745,274
========= =========
Credit Risk:
Financial instruments which potentially subject the Partnership to
concentrations of credit risk include cash and cash equivalents. The Partnership
places its cash deposits and temporary cash investments with creditworthy, high
quality financial institutions. The concentration of such deposits and temporary
cash investments is not deemed to create a significant risk to the Partnership.
-15-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
2. Summary of significant accounting policies (continued):
Use of estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
Per unit data:
Net income and distributions per unit are based upon the weighted average number
of Units outstanding during the period, without giving effect to changes in
capital interests as a result of reinvestment of distributions.
New accounting pronouncement:
In March 1995, the Financial Accounting Standards Board (FASB) issued Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Live
Assets to be Disposed Of" (FAS 121). This statement requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets during the holding period are less than the assets' carrying
amount. The impairment loss is measured by comparing the fair value of the asset
to its carrying amount. FAS 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. The Partnership adopted FAS 121 as
of January 1, 1995. No impairment losses were required to be recorded as a
result of adopting FAS 121.
Prior to 1995, a provision for impairment of value was recorded when a decline
in the value of the property was determined to be other than temporary. The
impairment loss was measured as the difference between the sum of the estimated
future undiscounted cash flows and the carrying amount of the asset.
3. Investment in leases:
The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
Depreciation
Expense or
Amortization
1994 Additions of Leases Dispositions 1995
<S> <C> <C> <C> <C> <C>
Net investment in operating leases $149,632 $208,787 ($28,417) ($28,923) $301,079
Net investment in direct financing leases 332,682 - (79,692) (1) 252,989
Initial direct costs 3,251 - (907) - 2,344
Reserve for losses (594) (3,768) - - (4,362)
--------------- ------------- ------------- ------------- --------------
$484,971 $205,019 ($109,016) ($28,924) $552,050
=============== ============= ============= ============= ==============
</TABLE>
-16-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
3. Investment in leases (continued):
Operating leases:
Property on operating lease consists of the following as of December 31, 1994,
additions and dispositions during 1995 and as of December 31, 1995:
<TABLE>
<CAPTION>
1994 Additions Dispositions 1995
<S> <C> <C> <C> <C>
Materials handling $392,901 ($121,549) $271,352
Food processing - $208,787 - 208,787
Motor vehicles 148,672 - (28,009) 120,663
Manufacturing equipment 35,653 - - 35,653
--------------- ------------- ------------- -------------
577,226 208,787 (149,558) 636,455
Less accumulated depreciation (427,594) (28,417) 120,635 (335,376)
--------------- ------------- ------------- -------------
$149,632 $180,370 ($28,923) $301,079
=============== ============= ============= =============
</TABLE>
Direct financing leases:
Equipment under direct financing leases includes restaurant furniture and
fixtures, automated typesetting equipment, electronic data processing equipment,
lift trucks and plastic injection molding equipment. The following lists the
components of the Partnership's investment in direct financing leases as of
December 31, 1995 and 1994:
1995 1994
Total minimum lease payments receivable $338,303 $481,909
Estimated residual values of leased equipment
(unguaranteed) 1 -
-------------- --------------
Investment in direct financing leases 338,304 481,909
Less unearned income (85,315) (149,227)
-------------- --------------
Net investment in direct financing leases $252,989 $332,682
============== ==============
-17-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
3. Investment in leases (continued):
The following table summarizes activity in the Partnership's investment in
operating leases and the related accumulated depreciation for the years ended
December 31, 1993, 1994 and 1995.
<TABLE>
<CAPTION>
Lease
Assets Operating
Stated at Accumulated Lease
Cost Depreciation Assets, Net
<S> <C> <C> <C>
Balance December 31, 1992 $5,529,572 ($3,863,867) $1,665,705
Reclassifications from leveraged leases 49,862 - 49,862
Assets reclassified to assets held for lease (579,885) 439,799 (140,086)
Assets reclassified to direct financing leases (44,761) 8,853 (35,908)
Acquisitions and increases 276,986 (348,650) (71,664)
Dispositions (4,058,404) 2,958,545 (1,099,859)
------------- ------------- -------------
Balance December 31, 1993 1,173,370 (805,320) 368,050
Assets reclassified to operating leases 13,241 - 13,241
Acquisitions and increases - (98,381) (98,381)
Dispositions (609,385) 476,107 (133,278)
------------- ------------- -------------
Balance December 31, 1994 577,226 (427,594) 149,632
Acquisitions and increases 208,787 (28,417) 180,370
Dispositions (149,558) 120,635 (28,923)
------------- ------------- -------------
Balance December 31, 1995 $636,455 ($335,376) $301,079
============= ============= =============
</TABLE>
At December 31, 1995, the aggregate amounts of future minimum lease payments
from direct financing leases and operating leases are as follows:
Year ending Direct
December 31, Financing Operating Total
1996 $143,606 $85,048 $228,654
1997 143,606 52,837 196,443
1998 51,091 51,948 103,039
1999 - 51,948 51,948
2000 - 25,974 25,974
------------- --------------- -------------
$338,303 $267,755 $606,058
============= =============== =============
-18-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
4. Non-recourse debt:
At December 31, 1995, non-recourse debt consisted of a note payable to a
financial institution of $190,568. The notes is due in monthly payments of
$4,329. Interest on the note is at the rate of 9.264%. The note is secured by an
assignment of lease payments and a pledge of assets. At December 31, 1995, the
carrying value of the pledged assets is approximately $187,909.
Future minimum payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
1996 $35,788 $16,160 $51,948
1997 39,248 12,700 51,948
1998 43,042 8,906 51,948
1999 47,204 4,744 51,948
2000 25,286 688 25,974
-------- ------- --------
$190,568 $43,198 $233,766
======== ======= ========
5. Related party transactions:
The terms of the Limited Partnership Agreement provide that the General Partners
and/or their Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Partnership.
The General Partners earned partnership management fees equal to 5% of cash
distributed from operations and equipment management fees equal to 2% of full
payout lease rentals and 5% of operating lease rentals pursuant to the Limited
Partnership Agreement. Effective April 1, 1994, the General Partners elected to
waive all management fees. The amounts of management fees earned in 1994 and
1993 were $20,359 and $80,016.
The Limited Partnership Agreement allows for the reimbursement of costs incurred
by ATEL in providing administrative services to the Partnership. Administrative
services provided include partnership accounting, investor relations, legal
counsel and lease and equipment documentation. ATEL is not reimbursed for
services where it is entitled to receive a separate fee as compensation for such
services, such as acquisition and disposition of equipment. Reimbursable costs
incurred by ATEL are allocated to the Partnership based upon actual time
incurred by employees working on Partnership business and an allocation of rent
and other costs based on utilization studies. Effective May 1, 1994, the General
Partners have elected to waive all reimbursements of administrative costs. In
1995 and 1994, $58,200 and $52,800 were waived, respectively.
Costs charged and reimbursed in 1994 totaled $34,380.
In 1993, the Partnership reimbursed ATEL $140,984, for costs incurred in the
administration of Partnership business.
-19-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
6. Partners' capital:
The Partnership is authorized to issue up to 20,001 Units of Limited Partnership
Interest. As of December 18, 1987, all of the Units had been subscribed and
issued. Limited Partners had the option to elect to accumulate their share of
distributions for reinvestment during the Partnership's reinvestment period
(through December 31, 1994). Reinvested distributions do not result in the
issuance of additional Units. Each limited partner's capital interest in the
Partnership is based upon his original invested capital plus any reinvested
distributions. This capital accumulation period was terminated effective April
1, 1993 by the General Partners.
The Partnership's net profits and losses are allocated 99% to the Limited
Partners and 1% to the General Partners.
Available Cash from Operations and Cash from Sales or Refinancing, as defined in
the Limited Partnership Agreement, shall be distributed as follows:
First, 5% of Cash from Operations to the General Partners as the Partnership
Management Fee,
Second, the balance to the Limited Partners until the Limited Partners have
received Aggregate Distributions in an amount equal to their Original
Invested Capital plus an 8% per annum cumulative (compounded daily) return on
their Adjusted Invested Capital.
Third, the General Partners will receive a Subordinated Incentive Fee, as
follows:
A) 10% of remaining Cash from Operations
B) 15% of remaining Cash from Sales or Refinancing
Fourth, the balance to the Limited Partners.
7. Concentration of credit risk and major customers:
The Partnership leases equipment to lessees in diversified industries. As of
December 31, 1995, 38%, 25% and 19% of total equipment cost was leased to
lessees in the manufacturing industries, transportation industry and mining ,
respectively. Leases are subject to the General Partners' investment committee
review. The leases provide for the return of the equipment upon default.
During 1995, lease rentals from one customer represented 30% of total gross
lease payments. During 1994, lease rentals from one customer represented 18% of
total gross lease payments. During 1993, lease rentals from another customer
represented 16% of total gross lease payments.
-20-
<PAGE>
ATEL CASH DISTRIBUTION FUND
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
8. Fair value of financial instruments:
During the year ended December 31, 1995, the Partnership adopted Statement of
Financial Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments," which requires disclosure of the fair value of financial
instruments for which it is practicable to estimate fair value. The following
methods and assumptions were used to estimate the fair value of each class of
financial instrument for which it is practicable to estimate that value.
Cash and cash equivalents:
The carrying amount of cash and cash equivalents approximates fair value because
of the short maturity of these instruments.
Accounts payable, accrued interest and customer deposits:
The carrying amounts of accounts payable, accrued interest and customer deposits
approximate fair value because of the short maturity of these instruments.
Non-recourse debt:
The fair value of the Partnership's non-recourse debt is estimated using
discounted cash flow analyses, based on the Partnership's current incremental
borrowing rates for similar types of borrowing arrangements. The estimated fair
value of the Partnership's non-recourse debt at December 31, 1995 is $195,596.
-21-
<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
Inapplicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
The registrant is a Limited Partnership and, therefore, has no officers or
directors.
All of the outstanding capital stock of ATEL Financial Corporation (the
corporate General Partner) is held by ATEL Capital Group ("ACG"), a holding
company formed to control the General Partner and affiliated companies pursuant
to a corporate restructuring completed in July 1994. The outstanding capital
stock of ATEL Capital Group is owned 75% by A. J. Batt and 25% by Dean Cash (the
individual General Partners), and was obtained in the restructuring in exchange
for their capital interests in ATEL Financial Corporation.
Each of ATEL Leasing Corporation ("ALC"), ATEL Equipment Corporation ("AEC"),
ATEL Investor Services ("AIS") and ATEL Financial Corporation ("AFC") is a
wholly-owned subsidiary of ATEL Capital Group and performs services for the
Partnership. Acquisition services are performed for the Partnership by ALC,
equipment management, lease administration and asset disposition services are
performed by AEC, investor relations and communications services are performed
by AIS and general administrative services for the Partnership are performed by
AFC. ATEL Securities Corporation ("ASC"), is a wholly-owned subsidiary of ATEL
Financial Corporation.
The officers and directors of ATEL Capital Group, ATEL Financial Corporation and
their affiliates are as follows:
A. J. Batt . . . . . . .Chairman of the Board of Directors of ACG, AFC, ALC,
AEC, AIS and ASC; President and Chief Executive Officer
of ACG, AFC and AEC
Dean L. Cash . . . . . .Director, Executive Vice President and Chief Operating
Officer of ACG, AFC, and AEC; Director, President and
Chief Executive Officer of ALC, AIS and ASC
F. Randall Bigony . . . Senior Vice President and Chief Financial Officer of
ACG, AFC, ALC, AIS and AEC
Donald E. Carpenter . . Vice President and Controller of ACG, AFC, ALC, AEC and
AIS; Chief Financial Officer of ASC
Vasco H. Morais . . . . Senior Vice President, Secretary and General Counsel for
ACG, AFC, ALC, AIS and AEC
William J. Bullock . . .Director of Asset Management of AEC
Jeffrey A. Schwager . . Vice President - Syndication of ALC
Russell H. Wilder . . . Vice President - Credit of AEC
J. Edwin Holliday . . . Senior Vice President - National Sales Manager of ASC
John P. Scarcella . . . Vice President of ASC
A. J. Batt, age 60, founded ATEL in 1977 and has been its president and chairman
of the board of directors since its inception. From 1973 to 1977, he was
employed by GATX Leasing Corporation as manager-data processing and equity
placement for the lease underwriting department, which was involved in equipment
financing for major corporations. From 1967 to 1973 Mr. Batt was a senior
technical representative for General Electric Corporation, involved in sales and
support services for computer time-sharing applications for corporations and
financial institutions. Prior to that time, he was employed by North American
Aviation as an engineer involved in the Apollo project. Mr. Batt received a
B.Sc. degree with honors in mathematics and physics from the University of
British Columbia in 1961.
-22-
<PAGE>
Dean L. Cash, age 46, joined ATEL as director of marketing in 1980 and has been
a vice president since 1981, executive vice president since 1983 and a director
since 1984. Prior to joining ATEL, Mr. Cash was a senior marketing
representative for Martin Marietta Corporation, data systems division, from 1979
to 1980. From 1977 to 1979, he was employed by General Electric Corporation,
where he was an applications specialist in the medical systems division and a
marketing representative in the information services division. Mr. Cash was a
systems engineer with Electronic Data Systems from 1975 to 1977, and was
involved in maintaining and developing software for commercial applications. Mr.
Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A.
degree with a concentration in finance in 1975 from Florida State University.
Mr. Cash is an arbitrator with the American Arbitration Association.
F. Randall Bigony, age 38, joined ATEL in 1992 to review administrative
operations within ATEL Financial Corporation and to develop and implement
functional plans to support company growth. He currently oversees ATEL's
accounting, MIS and treasury functions. From 1987 until joining ATEL, Mr. Bigony
was president of F. Randall Bigony & Co., a consulting firm that provided
financial and strategic planning services to emerging growth companies. From
1983 to 1987, he was a manager with the accounting firm of Ernst & Whinney,
serving clients in its management consulting practice. Mr. Bigony received a
B.A. degree in business from the University of Massachusetts and an M.B.A.
degree in finance from the University of California, Berkeley. He is a founding
board member and acting treasurer of the I Have a Dream Foundation - Bay Area
Chapter.
Donald E. Carpenter, age 47, joined ATEL in 1986 as controller. Prior to joining
ATEL, Mr. Carpenter was an audit supervisor with Laventhol & Horwath, certified
public accountants in San Francisco, California, from 1983 to 1986. From 1979 to
1983, Mr. Carpenter was an audit senior with Deloitte, Haskins & Sells,
certified public accountants, in San Jose, California. From 1971 to 1975, Mr.
Carpenter was a Supply Corp officer in the U. S. Navy. Mr. Carpenter received a
B.S. degree in mathematics (magna cum laude) from California State University,
Fresno in 1971 and completed a second major in accounting in 1978. Mr. Carpenter
has been a California certified public accountant since 1981.
Vasco H. Morais, age 37, joined ATEL in 1989 as general counsel to provide legal
support in the drafting and reviewing of lease documentation, advising on
general corporate law matters, and assisting on securities law issues. From 1986
to 1989, Mr. Morais was employed by the BankAmeriLease Companies, Bank of
America's equipment leasing subsidiaries, providing in-house legal support on
the documentation of tax-oriented and non-tax oriented direct and leveraged
lease transactions, vendor leasing programs and general corporate matters. Prior
to the BankAmeriLease Companies, Mr. Morais was with the Consolidated Capital
Companies in the Corporate and Securities Legal Department involved in drafting
and reviewing contracts, advising on corporate law matters and securities law
issues. Mr. Morais received a B.A. degree in 1982 from the University of
California in Berkeley and a J.D. degree in 1986 from Golden Gate University Law
School. Mr. Morais has been an active member of the State Bar of California
since 1986.
William J. Bullock, age 32, joined ATEL in 1991, as the director of asset
management. He assumed responsibility for the disposition of off-lease equipment
and residual valuation analysis on new lease transactions. Prior to joining
ATEL, Mr. Bullock was a senior member of the equipment group at McDonnell
Douglas Finance Corporation("MDFC") responsible for managing its $4 billion
portfolio of leases. Mr. Bullock was involved in negotiating sales and renewals
as well as preparing and inspecting equipment. Prior to joining MDFC in 1989,
Mr. Bullock was the Senior Negotiator at Equitable Leasing (a subsidiary of GE
Capital Equipment Corp.) in San Diego. At Equitable, he handled the end-of-lease
negotiations and equipment dispositions of a portfolio comprised of equipment
leased primarily to Fortune 200 companies. Mr. Bullock has been a member of the
Equipment Lessors Association ("ELA") since 1987 and has authored ELA industry
articles. He received a B.S. degree in Finance in 1987 from San Diego State
University and is pursuing his M.B.A.
Jeffrey A. Schwager, age 35, joined ATEL in 1991 as vice president - syndication
and is responsible for acquiring transactions from intermediaries as well as
debt and equity placement. Prior to joining ATEL, Mr. Schwager was a member of
General Electric Capital Corporation's Institutional Financing Group. There, he
was responsible for originating equipment lease and corporate finance
opportunities, as well as soliciting equipment portfolios in conjunction with
marketing a proprietary capital enhancement product. From 1985 through 1990, Mr.
Schwager held several positions with Bank Ireland/First Financial, most recently
Vice President Marketing, where he was responsible for originating and
negotiating tax-oriented leveraged lease financings for Fortune 500 companies.
From 1983 to 1985 Mr. Schwager was an Associate Consultant with The Bigelow
Company, a middle market investment banking and management consulting firm,
developing and implementing strategic plans for a number of clients. Prior to
The Bigelow Company, he worked for Petro-Lewis Corporation as a joint-interest
accountant. Mr. Schwager received his B.S. in Business Administration from
Babson College in 1982, majoring in Finance and Entrepreneurial Studies.
-23-
<PAGE>
Russell H. Wilder, age 41, joined ATEL in 1992 as Vice President of ATEL
Business Credit, a wholly-owned subsidiary of ACG. Immediately prior to joining
ATEL, Mr. Wilder was a personal property broker specializing in equipment
leasing and financing and an outside contractor in the areas of credit and
collections. From 1985 to 1990 he was Vice President and Manager of Leasing for
Fireside Thrift Co., a Teledyne subsidiary, and was responsible for all aspects
of setting up and managing the department, which operated as a small ticket
lease funding source. From 1983 to 1985 he was with Wells Fargo Leasing
Corporation as Assistant Vice President in the credit department where he
oversaw all credit analysis on transactions in excess of $2 million. From 1978
to 1983 he was District Credit Manager with Westinghouse Credit Corporation's
Industrial Group and was responsible for all non-marketing operations of various
district offices. Mr. Wilder holds a B.S. with Honors in Agricultural Economics
and Business Management from the University of California at Davis. He has been
awarded the Certified Lease Professional designation by the Western Association
of Equipment Lessors.
J. Edwin Holliday, age 51, joined ATEL Securities Corporation in 1988 as
Regional Vice President for the Southwestern region and has been its Senior Vice
President and National Sales Manager since April 1994. From August 1993 until
April 1994, Mr. Holliday was a Managing Director of HomeMac Corporation, a
mortgage bank that also markets a mortgage-related trust. Prior to joining ATEL,
Mr. Holliday was a Regional Vice President for several firms marketing
securities, including Icon Group from 1986 to 1988, Stonehenge Capital from 1982
to 1986 and Quantum Resources from 1980 to 1982. Mr. Holliday was Sales Manager
for a retail division of Beech Aircraft in Denver, Colorado from 1975 to 1980,
and sales engineer for Trane Company in Canton, Ohio from 1968 to 1975. Mr.
Holliday received a B.S. degree in Mechanical Engineering from West Virginia
Institute of Technology in 1968, and served a Chairman of the Board of the
Orange County, California Chapter of the International Association for Financial
Planning in 1993 and 1994.
John P. Scarcella, age 34, joined ATEL Securities as vice president in 1992. He
is involved in the marketing of securities offered by ASC. Prior to joining ASC,
from 1987 to 1991, he was employed by Lansing Pacific Fund, a real estate
investment trust in San Mateo, California and acted as director of investor
relations. From 1984 to 1987, Mr. Scarcella acted as broker dealer
representative for Lansing Capital Corporation, where he was involved in the
marketing of direct participation programs and REITs. Mr. Scarcella received a
B.S.C. degree with emphasis in investment finance in 1983 and an M.B.A. degree
with a concentration in marketing in 1991 from Santa Clara University.
Item 11. EXECUTIVE COMPENSATION
The registrant is a Limited Partnership and, therefore, has no officers or
directors.
Set forth hereinafter is a description of the nature of remuneration paid and to
be paid to the General Partners and their Affiliates. The amount of such
remuneration paid to the General Partners and their Affiliates during the years
ended December 31, 1993, 1994 and 1995 is set forth in Item 8 of this report
under the caption "Financial Statements and Supplementary Data - Notes to the
Financial Statements - Related party transactions," at Note 5 thereof which
information is hereby incorporated herein by reference.
Selling Commissions
The Partnership paid selling commissions in the amount of $950,000 to ATEL
Securities Corporation, an affiliate of the General Partners through December
1987. No further commissions are to be paid. Of this amount, $933,761 was
reallowed to other broker/dealers.
Acquisition Fees
Acquisition fees were paid to the General Partners for services rendered in
finding, reviewing and evaluating equipment to be purchased by the Partnership
and rejecting equipment not to be purchased by the Partnership. Total
acquisition fees paid through December 31, 1994 were $450,000, the maximum
allowable amount.
Equipment Management Fees
As compensation for its services rendered generally in managing or supervising
the management of the Partnership's equipment and in supervising other ongoing
services and activities including, among others, broker assistance, cash
management, product development, property and sales tax monitoring and
preparation of financial data, the General Partners or their Affiliates are
entitled to receive management fees which are payable for each fiscal quarter
and are to be in an amount equal to (i) 5% of the gross revenues from
"operating" leases and (ii) 2% of gross revenues from "full payout" leases which
contain net lease provisions. See Note 5 to the financial statements under item
8 of this report for amounts paid. Effective April 1, 1994, the General Partners
elected to waive Equipment Management fees due from the Partnership.
-24-
<PAGE>
Partnership Management Fees
As compensation for its services rendered in connection with the management of
the Partnership, including but not limited to employment and supervision of
supervisory managing agents, insurance brokers, equipment lease brokers,
accountants and other professional advisors, and for supervising the preparation
of reports and maintenance of financial and operating data of the Partnership,
Securities and Exchange Commission and Internal Revenue Service filings, returns
and reports, the General Partners shall be entitled to receive a Partnership
management fee which shall be payable for each fiscal quarter and shall be an
amount equal to 5% of distributions of cash from operations. See Note 5 to the
financial statements under item 8 of this report for amounts paid in 1993, 1994
and 1995. Effective April 1, 1994, the General Partners elected to waive
Partnership Management fees due from the Partnership.
Equipment Resale Fees
As compensation for services rendered in connection with the sale of equipment,
the General Partners are entitled to receive an amount equal to the lesser of
(i) 3% of the sales price of the equipment, or (ii) one-half the normal
competitive equipment sales commission charged by unaffiliated parties for such
services. Such fee is payable only after the Limited Partners have received a
return of their Adjusted Invested Capital (as defined in the Limited Partnership
Agreement) plus 8% of their Adjusted Invested Capital per annum calculated on a
cumulative basis, compounded daily, commencing the last day of the quarter in
which the limited partner was admitted to the Partnership. No Equipment Resale
fees have been paid to date.
Subordinated Incentive Fee
As compensation for the services rendered in evaluating and selecting equipment
for the Partnership, making decisions as to the nature and terms of the
acquisition, leasing, re-leasing and disposition of such equipment, and
selecting, retaining and supervising consultants, lessees, engineers, lenders,
borrowers and others, the General Partners are entitled to receive a
subordinated incentive fee equal to a percentage of all distributions of cash
from operations and cash from sales or refinancing payable quarterly, but
commencing immediately after the Limited Partners have received the return on
their Adjusted Invested Capital described under "Equipment Resale Fees" above.
The amount of the subordinated incentive fee is 10% of distributions of cash
from operations and 15% of distributions of cash from sales or refinancing. No
Subordinated Management fees have been paid to date.
General Partners' Interest in Operating Proceeds
Net income, net loss and investment tax credits are allocated 99% to the Limited
Partners and 1% to the general partners. See the statements of income included
in the financial statements at item 8 of this report for the amounts of income
allocated to the general and Limited Partners in 1993, 1994 and 1995.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners
At December 31, 1995 no investor is known to the Partnership to hold
beneficially more than 5% of the issued and outstanding Units.
Security Ownership of Management
The General Partners are beneficial owners of Limited Partnership Units as
follows:
(1) (2) (3) (4)
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
Limited Partnership A. J. Batt 16.5 Units ($8,250) 0.08%
Units 235 Pine Street, 6th Floor Individual Retirement
San Francisco, CA 94104 Accounts
-25-
<PAGE>
Changes in Control
The Limited Partners have the right, by vote of the Limited Partners owning more
than 50% of the outstanding Limited Partnership Units, to remove a general
partner.
The General Partners may at any time call a meeting of the Limited Partners or a
vote of the limited partners without a meeting, on matters on which they are
entitled to vote, and shall call such meeting or for vote without a meeting
following receipt of a written request therefor of Limited Partners holding 10%
or more of the total outstanding Limited Partnership Units.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The responses to Item 8 of this report under the caption "Financial Statements
and Supplemental Data - Notes to Financial Statements - Related Party
Transactions" at Note 5 thereof and Item 11 of this report under the caption
"Executive Compensation," are hereby incorporated herein by reference.
The Partnership owns a 19% undivided interest in a lease transaction involving
restaurant furniture, fixtures and equipment on lease to the Galardi Group, Inc.
The Partnership's interest was purchased on the same terms as that of the
affiliated partnerships, ATEL Cash Distribution Fund II and ATEL Cash
Distribution Fund IV which own 39% and 42%, respectively. The term of the lease
is 49 months and expires August 31, 1998. The Partnership's monthly rentals from
the lease are $6,457.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) Financial Statements and Schedules
1. Financial Statements
Included in Part II of this report:
Report of Independent Auditors
Balance Sheets at December 31, 1995 and 1994
Statements of Income for the years ended December 31,
1995, 1994 and 1993
Statements of Changes in Partners' Capital for the years
ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended December
31, 1995, 1994 and 1993
Notes to Financial Statements
2. Financial Statement Schedules
All 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) Reports on Form 8-K for the fourth quarter of 1995
None
(c) Exhibits
(3) and (4) Agreement of Limited Partnership
incorporated by reference to Exhibits (3) and (4) to the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1988 filed March 31, 1989 (File No.
0-16843)
-26-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: 3/27/1996
By: ATEL Financial Corporation,
General Partner of Registrant
By: /s/ A. J. Batt
A. J. Batt,
President and Chief Executive Officer
By: /s/ A. J. Batt
A. J. Batt,
General Partner of Registrant,
President and Chief Executive
Officer of ATEL Financial
Corporation (General Partner)
By: /s/ Dean Cash
Dean Cash,
General Partner of Registrant,
Executive Vice President of ATEL
Financial Corporation (General
Partner)
-27-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE CAPACITIES DATE
/s/ A. J. Batt General Partner of registrant; president, cha 3/27/1996
A. J. Batt and chief executive officer of ATEL Financial
Corporation
/s/ Dean Cash General Partner of registrant; executive vice 3/27/1996
Dean Cash president and director of ATEL Financial
Corporation
/s/ F. Randall Bigony Principal financial officer of registrant; 3/27/1996
F. Randall Bigony principal financial officer of ATEL Financial
Corporation
/s/ Donald E. Carpenter Principal accounting officer of registrant; 3/27/1996
Donald E. Carpenter principal accounting officer of ATEL Financial
Corporation
-28-
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