Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the quarterly period ended March 31, 1999
|_| 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 000-19160
ATEL Cash Distribution Fund III, L.P.
(Exact name of registrant as specified in its charter)
California 94-3100855
(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
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
BALANCE SHEET
MARCH 31, 1999
(Unaudited)
ASSETS
Cash and cash equivalents $9,044,571
Accounts receivable 105,715
Investments in leases 5,572,260
-----------------
Total assets $14,722,546
=================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $ 286,148
Accrued interest 862
Accounts payable:
General Partners 21,240
Other 224,779
Unearned operating lease income 81,554
-----------------
Total liabilities 614,583
Partners' capital:
General Partners 244,975
Limited partners 13,862,988
-----------------
Total partners' capital 14,107,963
-----------------
Total liabilities and partners' capital $14,722,546
=================
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
INCOME STATEMENTS
THREE MONTH PERIODS ENDED
MARCH 31, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
Revenues:
Lease revenues:
<S> <C> <C>
Operating leases $ 461,446 $1,357,597
Direct financing leases 23,811 57,438
Leveraged leases 5,281 4,644
Gain on sales of assets 3,677 203,742
Interest income 90,096 92,295
Other 651 1,571
--------------- -----------------
584,962 1,717,287
--------------- -----------------
Expenses:
Depreciation and amortization 200,119 815,475
Equipment and partnership management fees to General Partners 52,726 83,578
Taxes on income and franchise fees 36,583 5,460
Administrative cost reimbursements to General Partners 24,695 72,999
Other 14,532 17,393
Interest 9,076 45,920
Professional fees 4,002 2,596
Provision for losses - 17,173
--------------- -----------------
341,733 1,043,421
--------------- -----------------
Net income $ 243,229 $ 673,866
=============== =================
Net income:
General Partners $ 2,432 $ 6,739
Limited Partners 240,797 667,127
--------------- -----------------
$243,229 $673,866
=============== =================
Net income per Limited Partnership unit $ 0.03 $ 0.09
Weighted average number of units outstanding 7,376,201 7,376,284
</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
THREE MONTHS ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
Limited Partners General
Units Amount Partners Total
<S> <C> <C> <C> <C>
Balance December 31, 1998 7,376,201 $16,388,235 $ 242,543 $16,630,778
Net income 240,797 2,432 243,229
Distributions (2,766,044) - (2,766,044)
---------------- ----------------- --------------- -----------------
Balance March 31, 1999 7,376,201 $13,862,988 $ 244,975 $14,107,963
================ ================= =============== =================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
STATEMENTS OF CASH FLOWS
THREE MONTH PERIODS ENDED
MARCH 31, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
Operating activities:
<S> <C> <C>
Net income $ 243,229 $ 673,866
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization 200,119 815,475
Gain on sale of assets (3,677) (203,742)
Leveraged lease income (5,281) (4,644)
Provision for losses - 17,173
Changes in operating assets and liabilities:
Accounts receivable (39,686) (329,147)
Accounts payable, general partner (318,134) 23,599
Accounts payable, other 80,614 (112,065)
Accrued interest (501) 6,990
Unearned operating lease income 28,427 (2,667)
--------------- -----------------
Net cash provided by operations 185,110 884,838
--------------- -----------------
Investing activities:
Proceeds from sales of lease assets 342,201 566,161
Reductions of net investment in direct
financing leases 115,921 299,772
--------------- -----------------
Net cash provided by investing activities 458,122 865,933
--------------- -----------------
Financing activities:
Distributions to limited partners (2,766,044) (2,156,799)
Repayments of non-recourse debt (127,559) (454,993)
--------------- -----------------
Net cash used in financing activities (2,893,603) (2,611,792)
--------------- -----------------
Net decrease in cash and cash equivalents (2,250,371) (861,021)
Cash and cash equivalents at beginning of period 11,294,942 9,342,727
--------------- -----------------
Cash and cash equivalents at end of period $ 9,044,571 $8,481,706
=============== =================
Supplemental disclosures of cash flow information:
Cash paid during period for interest $ 9,577 $ 122,480
=============== =================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 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 general partners, 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
10KSB.
2. Organization and partnership matters:
ATEL Cash Distribution Fund III, L.P. (the Partnership), was formed under the
laws of the State of California in September 1989, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities. Contributions in
the amount of $600 were received as of September 7, 1989, $100 of which
represented the General Partners' continuing interest, and $500 of which
represented the Initial Limited Partners' capital investment.
Upon the sale of the minimum amount of Units of Limited Partnership interest
(Units) of $1,200,000 and receipt of the proceeds thereof on March 1, 1990, the
Partnership commenced operations.
The Partnership's business consists of leasing various types of equipment. As of
March 31, 1999, the terms of the Partnership's leases were for two to eight and
one half years.
3. Investment in leases:
The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
Depreciation
Expense or Reclas-
December 31, Lease sifications and March 31,
1998 Amortization Dispositions 1999
---- ------------ -------------- ----
<S> <C> <C> <C> <C>
Net investment in operating leases $ 4,961,101 $ (200,119) $(999,097) $3,761,885
Net investment in direct financing leases 1,114,623 (115,921) (60,813) 937,889
Net investment in leveraged leases 144,944 5,281 150,225
Assets held for lease or sale 363,048 - 721,386 1,084,434
Reserve for losses and impairments (362,173) - - (362,173)
---------------- ----------------- --------------- -----------------
$ 6,221,543 $ (310,759) $(338,524) $5,572,260
================ ================= =============== =================
</TABLE>
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
3. Investment in leases (continued):
The following schedule provides an analysis of the Partnership's investment in
property on operating leases by major classifications as of December 31, 1998,
acquisitions and dispositions during the quarter ended March 31, 1999 and as of
March 31, 1999.
<TABLE>
<CAPTION>
December 31, 1st Quarter March 31,
1998 Acquisitions Dispositions 1999
---- ------------ ------------ ----
<S> <C> <C> <C> <C>
Printing $ 3,044,659 $3,044,659
Utilities 2,839,101 2,839,101
Manufacturing 3,618,000 ($1,054,185) 2,563,815
Food processing 2,438,524 - 2,438,524
Medical 2,155,489 - 2,155,489
Transportation 2,214,215 (1,443,798) 770,417
Materials handling 529,071 (446,058) 83,013
Other 65,695 - 65,695
Mining 2,171,980 (2,171,980) -
---------------- ----------------- --------------- -----------------
19,076,734 (5,116,021) 13,960,713
Less accumulated depreciation (14,115,633) $ (200,119) 4,116,924 (10,198,828)
---------------- ----------------- --------------- -----------------
$ 4,961,101 $ (200,119) $(999,097) $3,761,885
================ ================= =============== =================
</TABLE>
Equipment on operating leases was acquired in 1990, 1991, 1992, 1993 and 1995.
At March 31, 1999, the aggregate amounts of future minimum lease payments are as
follows:
Year ending Direct
December 31, Operating Financing Total
1999 $ 772,336 $ 406,912 $ 1,179,248
2000 238,486 144,416 382,902
2001 59,415 23,836 83,251
2002 - 17,878 17,878
---------------- ----------------- ---------------
$ 1,070,237 $ 593,042 $ 1,663,279
================ ================= ===============
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
4. Non-recourse debt:
Notes payable to financial institutions are due in varying monthly, quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments of lease payments and pledges of the assets which were purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
7.66% to 11%.
Future minimum principal payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
1999 $ 228,857 $ 12,543 $ 241,400
2000 57,291 2,374 59,665
---------------- ----------------- ---------------
$ 286,148 $ 14,917 $ 301,065
================ ================= ===============
5. Related party transactions:
The terms of the Limited Partnership Agreement provide that the General Partner
and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Partnership.
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.
The General Partner and/or Affiliates earned the following fees, commissions and
reimbursements, pursuant to the Limited Partnership Agreement as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Incentive management fees (computed as 5% of distributions of cash from
operations, as defined in the Limited Partnership Agreement) and equipment
management fees (computed as 5% of gross revenues from operating leases, as
defined in the Limited Partnership Agreement plus 2% of gross revenues
from full payout leases, as defined in the Limited Partnership Agreement). $ 52,726 $ 83,578
Administrative costs reimbursed to General Partner 24,695 72,999
--------------- -----------------
$ 77,421 $ 156,577
=============== =================
</TABLE>
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(Unaudited)
6. Line of credit:
The Partnership participates with the General Partner and certain of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions which expires on January 31, 2000. The agreement includes an
acquisition facility to be used by the Partnership and Affiliates 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.
The Partnership had no borrowings under the agreement during 1999.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of March 31,
1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources and Liquidity
During the first quarter of 1999 and 1998, the Partnership's primary source of
cash was rents from operating leases. The liquidity of the Partnership will vary
in the future, increasing to the extent cash flows from leases and proceeds from
the sales of lease assets exceed expenses, and decreasing as lease assets are
acquired, as distributions are made to the Limited Partners and to the extent
expenses exceed cash flows from leases and the proceeds from the sales of lease
assets.
As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the initial lease terms expire the Partnership will re-lease or sell the
equipment. The future liquidity beyond the contractual minimum rentals will
depend on the General Partner's success in re-leasing or selling the equipment
as it comes off lease.
The Partnership participates with the General Partner and certain of its
affiliates in a $90,000,000 revolving line of credit with a financial
institution. The line of credit expires on January 31, 2000.
The Partnership's objective is to reinvest 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 fees to the General Partner and providing
for cash distributions to the Limited Partners.
The Partnership currently has available adequate reserves to meet contingencies,
but in the event those reserves were found to be inadequate, the Partnership
would likely be in a position to borrow against its current portfolio to meet
such requirements. The General Partners envision no such requirements for
operating purposes.
As of March 31, 1999, the Partnership had borrowed approximately $32,425,000.
The remaining unpaid balance of such borrowings at March 31, 1998 was
approximately $286,000. The borrowings are generally non-recourse to the
Partnership, that is, the only recourse of the lender upon default by the lessee
on the underlying lease will be to the equipment or corresponding lease acquired
with the loan proceeds. The General Partners expect that aggregate borrowings in
the future will not exceed 40% of aggregate equipment cost. In any event, the
Agreement of Limited Partnership limits such borrowings to 40% of the total cost
of equipment, in aggregate.
No commitments of capital have been or are expected to be made other than for
the acquisition of additional equipment. At March 31, 1999, there were no
commitments to purchase additional lease assets.
The Partnership made distributions of cash from 1999 first quarter operations in
February, March and April 1999. The distributions were paid either monthly in
the amounts of $.125 in February, March and April 1999 or quarterly in the
amount of $.375 in April 1999.
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.
<PAGE>
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.
Cash flows from operations decreased by $699,728 compared to 1998. The decrease
resulted from a decrease in operating lease revenues. In both years, the primary
operating source of cash was operating lease revenues.
Cash flows provided by investing activities decreased by $407,811 compared to
1998. Proceeds from the sales of assets decreased from $566,160 in 1998 to
$342,201 in 1999, a decrease of $223,959. Asset sales are not currently expected
to be consistent from one period to another as they do not occur at regular
intervals nor do assets come off lease in steady amounts from one period to
another. Overall cash flows from direct financing leases decreased by $217,478,
including both the portion recognized as revenues and the portion applied to
reduce the net investment in direct financing leases. The decrease is due to
scheduled lease terminations and related asset sales.
There were no financing sources of cash in 1999 or 1998. Payments of
non-recourse debt have decreased as a result of certain of the non-recourse
notes being fully paid off since the first quarter of 1997. All of the debt
payments were made as scheduled.
Results of Operations
Operations in the first quarter of 1999 resulted in net income of $243,229
compared to $656,693 in 1998.
Operating lease revenues declined from $1,357,597 in 1998 to $461,446 in 1999.
The decrease is the result of scheduled lease terminations and subsequent sales
of the related lease assets. Revenues from direct finance leases has also
decreased as a result of terminations and asset sales.
Depreciation and amortization expense decreased by $615,356 compared to 1998.
The decrease resulted from sales of assets which were previously on operating
leases. Interest expense has decreased as the Partnership has made scheduled
debt payments and has reduced the overall amounts of its non-recourse debt since
1998.
Management fees are related to the Partnership's revenues and have decreased as
a result of the decreases of those revenues compared to 1998.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Inapplicable.
Item 2. Changes In Securities.
Inapplicable.
Item 3. Defaults Upon Senior Securities.
Inapplicable.
Item 4. Submission Of Matters To A Vote Of Security Holders.
Inapplicable.
Item 5. Other Information.
Inapplicable.
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 Sheet, March 31, 1999
Income statements for the three month periods ended March 31, 1999 and
1998
Statements of changes in partners' equity for the three month period
ended March 31, 1999
Statements of cash flows for the three month periods ended March 31,
1999 and 1998
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
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
May 14, 1999
ATEL CASH DISTRIBUTION FUND III, L.P.
(Registrant)
By: /s/ A. J. Batt
---------------------------------------------------
A. J. Batt
General Partner of registrant
By: /s/ Dean L. Cash
---------------------------------------------------
Dean L. Cash
General Partner of registrant
By: /s/ Paritosh K. Choksi
---------------------------------------------------
Paritosh K. Choksi
Principal financial officer of registrant
By: /s/ Donald E. Carpenter
---------------------------------------------------
Donald E. Carpenter
Principal accounting officer of registrant
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 9044571
<SECURITIES> 0
<RECEIVABLES> 105715
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14722546
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 14107963
<TOTAL-LIABILITY-AND-EQUITY> 14722546
<SALES> 0
<TOTAL-REVENUES> 584962
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 332657
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9076
<INCOME-PRETAX> 243229
<INCOME-TAX> 0
<INCOME-CONTINUING> 243229
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 243229
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
