Form 10-KSB
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 (no fee required)
For the Year Ended December 31, 1998
OR
|_| 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 000-19160
ATEL Cash Distribution Fund III, L.P.
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
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|
<PAGE>
PART I
Item 1. BUSINESS
General Development of Business
ATEL Cash Distribution Fund III, L.P. (the Partnership), was formed under the
laws of the State of California in September 1989. The Partnership was formed
for the purpose of acquiring equipment to engage in equipment leasing and sales
activities. The General Partners of the Partnership are ATEL Financial
Corporation (ATEL), a California corporation and two individuals, who are
principals of ATEL Capital Group, the parent of ATEL.
The Partnership conducted a public offering of 5,000,000 units of Limited
Partnership Interest (Units) (which was increased to 7,500,000 Units at the
option of the General Partners), at a price of $10 per Unit which terminated on
January 3, 1992. As of that date, the Partnership had sold an aggregate of
7,385,584 Units for a total capitalization of $73,855,840.
The Partnership's principal 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 partners of
cash from operations and cash from sales or refinancing, with any balance
remaining after certain minimum distributions to be used to purchase additional
equipment during the reinvestment period, ending December 31, 1999 and (iii)
provide significant distributions following the reinvestment period and until
all equipment has been sold. The Partnership is governed by its Limited
Partnership Agreement.
Narrative Description of Business
The Partnership has acquired various types of equipment to lease 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. It was the intention of the General Partners that no
more than 30% of the aggregate purchase price of equipment would be subject to
"Operating" leases upon final investment of the Net Proceeds of the Offering and
that no more than 20% of the aggregate purchase price of equipment would be
invested in equipment acquired from a single manufacturer.
The Partnership only purchases equipment for which a lease exists or for which a
lease will be entered into at the time of the purchase. The Partnership has
completed its initial acquisition stage with the investment of the net proceeds
from the public offering of Units.
The Partnership's objective was to lease a minimum of 75% of the equipment
acquired with the net proceeds of the offering to lessees which (i) had an
aggregate credit rating by Moody's Investor Service, Inc. of Baa or better, or
the credit equivalent as determined by the General Partners, with the aggregate
rating weighted to account for the original equipment cost for each item leased;
or (ii) were established hospitals with histories of profitability or
municipalities. The balance of the original equipment portfolio could include
equipment leased to lessees which, although deemed creditworthy by the General
Partners, would not satisfy the general credit rating criteria for the
portfolio. At December 31, 1998, in excess of 75% of the equipment acquired had
been leased to lessees with an aggregate credit rating of Baa or better or to
such hospitals or municipalities.
<PAGE>
The General Partners will seek to limit the amount invested in equipment to any
single lessee to not more than 25% of the aggregate purchase price of equipment
owned at any time during the reinvestment period. During 1998, one lessee
accounted for 25% of the Partnership's lease revenues. During 1997, two lessees
accounted for 16% and 15% of the Partnership's lease revenues.
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, 1998, the Partnership has disposed of certain leased assets
as set forth below:
<TABLE>
<CAPTION>
Excess of
Type of Original Equipment Cost, Rents Over
Equipment Excluding Acquisition Fees Sale Price Expenses *
<S> <C> <C> <C>
Transportation $ 12,994,117 $ 8,334,481 $ 13,439,654
Other 10,028,731 8,084,720 8,207,275
Mining 9,538,330 5,490,272 6,368,299
Earth moving 8,455,362 3,446,574 9,351,635
Point-of-sale 6,358,094 3,775,309 5,947,266
Food processing 6,014,685 2,406,813 6,061,124
Manufacturing 5,861,028 2,091,477 6,543,232
Materials handling 5,251,534 1,618,637 5,772,355
Furniture & fixtures 3,195,613 1,366,326 2,375,001
Commercial aircraft 2,322,136 1,656,694 226,541
--------------- --------------- ----------------
$ 70,019,630 $38,271,304 $ 64,292,382
=============== =============== ================
</TABLE>
* Includes only those expenses directly related to the production of the related
rents.
<PAGE>
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, 1998 and
the industries to which the assets have been leased.
<TABLE>
<CAPTION>
Purchase price excluding Percentage of total
Asset types acquisition fees acquisitions
----------- ---------------- ------------
<S> <C> <C>
Earth moving $24,102,343 24.19%
Mining 10,018,844 10.06%
Over-the-road tractors and trailers 9,009,547 9.04%
Other 8,342,298 8.37%
Aircraft 7,571,020 7.60%
Material handling 7,355,483 7.38%
Point-of-sale 6,343,897 6.37%
Food processing 5,947,041 5.97%
Furniture, fixtures and equipment 4,874,797 4.89%
Utility 4,854,844 4.87%
Chemicals manufacturing 4,504,918 4.52%
Printing 3,756,764 3.77%
Medical 2,155,489 2.16%
Railroad locomotives 792,657 0.81%
--------------- ----------------
$99,629,942 100.00%
=============== ================
</TABLE>
<TABLE>
<CAPTION>
Purchase price excluding Percentage of total
Industry of lessee acquisition fees acquisitions
------------------ ---------------- ------------
<S> <C> <C>
Mining, coal $30,687,214 30.80%
Foods & food processing 9,321,102 9.36%
Manufacturing of auto/truck parts 7,455,451 7.48%
Retail, general 6,834,152 6.86%
Utilities 5,696,857 5.72%
Manufacturing, medical instruments 5,275,000 5.29%
Manufacturing, other 5,095,798 5.11%
Transportation, trucking 4,896,425 4.91%
Chemicals 4,384,918 4.40%
Printing 3,756,764 3.77%
Insurance 2,833,575 2.84%
Mining, metals 2,591,961 2.60%
Transportation, commercial air 2,296,020 2.30%
Medical 2,155,489 2.16%
Retail, foods 2,112,747 2.12%
Retail, apparel 2,041,222 2.05%
Oil & gas 874,180 0.88%
Transportation, rail 792,657 0.80%
Primary metals 408,410 0.41%
Electronics 120,000 0.14%
--------------- ----------------
$99,629,942 100.00%
=============== ================
</TABLE>
For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1998, see Note 3 to the financial statements, Investments in
equipment and leases, set forth in Item 8, Financial Statements and
Supplementary Data.
<PAGE>
Item 2. PROPERTIES
The Partnership does not own or lease any real property, plant or materially
important physical properties other than the equipment held for lease as set
forth in Item 1.
Item 3. LEGAL PROCEEDINGS
No material legal proceedings are currently pending against the Partnership or
against any of its assets.
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 by 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, 1998, a total of 5,075 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 shall have sole discretion in determining the amount of
distributions; provided, however, that the General Partners will not reinvest in
equipment, but will distribute, subject to payment of any obligations of the
Partnership, such available cash from operations and cash from sales or
refinancing as may be necessary to cause total distributions to the Limited
Partners for each year during the reinvestment period to equal the following
amounts per unit: $1.20 in 1993; $1.30 in 1994 and 1995; $1.40 in 1996 and 1997
and $1.50 in 1998 and 1999. The reinvestment period ends December 31, 1999.
The rates for monthly distributions from 1998 operations were $.125 per Unit for
monthly distributions made from February through December 1998 and in January
1999. The rates for quarterly distributions made in April, July and October 1998
and in January 1999 were $.375 per Unit. Total distributions were $1.50 per
Unit. Distributions were from cash flows from operations and sales proceeds in
1998.
The rates for monthly distributions from 1997 operations were $.08333 per Unit
for monthly distributions made from February through December 1997 and in
January 1998. The rates for quarterly distributions made in April, July and
October 1997 and in January 1998 were $.25 per Unit. Total distributions were
$1.00 per Unit. Distributions were from cash flows from operations and sales
proceeds in 1997.
<PAGE>
The following table presents summarized information regarding distributions to
Limited Partners:
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Distributions of net income $ 0.98 $ 0.58 $ 0.38 $ 0.27 $ 0.23
Return of investment 0.44 0.45 0.87 1.13 1.15
--------------- --------------- ----------------- ---------------- ----------------
Distributions per unit 1.42 1.03 1.25 1.40 1.38
Differences due to timing of distributions 0.08 (0.03) (0.03) - 0.02
--------------- --------------- ----------------- ---------------- ----------------
Nominal distribution rates from above $ 1.50 $ 1.00 $ 1.22 $ 1.40 $ 1.40
=============== =============== ================= ================ ================
</TABLE>
Limited Partners may elect to receive distributions on a monthly basis. Owners
of 2,000 or more units may make the election without charge. Owners of less than
2,000 units may make the election upon payment of a $20.00 annual fee.
Item 6. SELECTED FINANCIAL DATA
The following table presents selected financial data of the Partnership for the
years ended December 31, 1998, 1997, 1996, 1995, and 1994. This financial data
should be read in conjunction with the financial statements and related notes
included under Item 8 of this report.
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues $11,007,336 $10,433,457 $ 11,709,770 $ 14,332,795 $14,368,274
Net income $ 7,293,197 $ 4,334,639 $ 2,851,478 $ 2,032,662 $ 1,688,646
Weighted average Units outstanding 7,376,201 7,376,934 7,376,934 7,378,884 7,379,447
Net income per Unit, based on
weighted average Units outstanding $ 0.98 $ 0.58 $ 0.38 $ 0.27 $ 0.23
Distributions per Unit, based on
weighted average Units outstanding $ 1.42 $ 1.03 $ 1.25 $ 1.40 $ 1.38
Total Assets $17,582,514 $22,727,752 $ 29,791,041 $ 41,900,878 $54,727,541
Non-recourse Debt $ 413,707 $ 2,497,392 $ 6,068,326 $ 11,451,641 $15,675,776
Total Partners' Capital $16,630,778 $19,797,739 $ 23,081,480 $ 29,451,915 $37,757,442
</TABLE>
In 1997 and 1996, distributions to Limited Partners were not sufficient to allow
the Partnership to reinvest in additional equipment.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
The liquidity of the Partnership will vary in the future, increasing to the
extent cash flows from leases and proceeds from asset sales 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
proceeds from asset sales.
<PAGE>
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 Partners' 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 that includes certain financial covenants. The line of credit
expires on January 31, 2000. As of December 31, 1998 the Partnership had no
borrowings under this line of credit and the remaining availability was
$13,070,344.
At December 31, 1998, there were no commitments to purchase additional lease
assets.
As of December 31, 1998, cash balances consisted of working capital and amounts
reserved for distributions in 1999.
The Partnership currently has available adequate reserves to meet its immediate
cash requirements, 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.
Through December 31, 1998, the Partnership had borrowed approximately
$32,425,000. The remaining unpaid balance of such borrowings at December 31,
1998 was $413,707. The borrowings are non-recourse to the Partnership. As such,
the only recourse the lender has is to the equipment or corresponding lease
acquired with the loan proceeds. Through December 31, 1998, debt proceeds were
approximately 40% of the aggregate cost of equipment acquired by the
Partnership. The Limited Partnership Agreement limits the amount of additional
debt that the Partnership may incur at any point in time. The Partnership may
only incur additional debt to the extent that the then outstanding balance of
all such debt, including the additional debt, does not exceed 40% of the
original cost of the lease assets then owned by the Partnership, including any
such assets purchased with the proceeds of such additional debt.
The Partnership commenced regular distributions, based on cash flows from
operations, beginning with the second quarter of 1990. See Items 5 and 6 of this
report for additional information regarding the distributions.
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.
A number of the Partnership's leases are scheduled to terminate in 1999. If they
are terminated as scheduled, gross lease rents from operating leases are
expected to decrease by $3,078,882 (from $4,027,337 in 1998 to $948,455 in
1999). Depreciation expense related to operating leases is also expected to
decrease. Cash flows from direct financing leases are expected to decrease by
approximately $761,175 (from $1,307,820 in 1998 to $546,645 in 1999).
<PAGE>
The General Partners plan that the Partnership will sell its remaining assets
during 1999 and that it will cease operations by December 31, 1999. These plans
will only be carried out to the extent that economic conditions are favorable to
the Partnership and only if the General Partners deem it to be in the best
interest of the Limited Partners to do so.
Cash Flows
Cash flows from operations decreased by approximately $2,582,000. This decrease
resulted primarily from decreased operating lease rents ($3,088,794) which was
partially offset by decreased interest expense ($192,433). Operating lease rents
remain the Partnership's most significant source of operating cash flows.
Cash flows from investing activities decreased by approximately $687,000. The
primary sources of cash from investing activities are proceeds from sales of
assets and rents from direct financing leases. Sales proceeds decreased by
approximately $602,000. Direct financing lease rents decreased by approximately
$26,000 compared to 1997.
There were no financing sources of cash in 1998 or 1997. Repayments of
non-recourse debt decreased due to scheduled debt payments. Cash used for
distributions to Limited Partners increased as a result of the increase of the
per Unit rate of distributions from $1.00 in 1997 to $1.50 in 1998.
Results of Operations
As of December 31, 1998, 11%, 19% and 15% of the Partnership's lease assets
(based on equipment cost) were leased to lessees in the electrical/electronics
manufacturing, utilities and mining industries, respectively. Leases are subject
to the General Partners' credit committee review. The leases provide for the
return of the equipment upon default. The concentration of the Partnership's
assets in these industries is not known to have had any effect on the
Partnership's results of operations nor is there any known trend regarding these
industries that would effect its operations in future periods.
Net income increased from $7,293,197 in 1998 to $4,334,639 in 1997. The increase
resulted from a number of factors. Gains on sales of assets increased by
$3,336,924. Operating lease rents decreased by $3,088,794, but this was largely
offset by a decrease in depreciation expense ($2,002,989) on operating lease
assets.
The most significant change in expenses, other than depreciation expense, was
the reduction in interest expense ($192,433). Interest expense declined due to
scheduled debt payments.
Management fees have decreased by $20,355. This decrease is related to the
decrease in lease revenues and to the decrease in distributions of cash from
operations to the limited partners.
Impact of the Year 2000
The year 2000 issue is the result of certain computer programs being written
using two digits rather than four to define the applicable year. As a result,
these programs are not designed to make the transition to the year 2000. This
computer software problem is commonly referred to as the "year 2000" (or "Y2K")
issue. Computer programs with date-sensitive applications may, if not modified,
fail or miscalculate dates, causing system failures, the inability to process
transactions or other disruptions of operations.
<PAGE>
ATEL uses, and on behalf of the Partnership uses, primarily third party software
and is communicating with key software vendors to ensure that the systems used
by General Partner and the Partnership are not impacted by the year 2000 issue.
Currently, all of ATEL's critical software systems are believed by ATEL to be
Y2K compliant except one. Compliance of this final system is expected to be
obtained in the first half of 1999. Based on discussions with ATEL's third party
software vendor, ATEL believes that any cost to be incurred by the Partnership
to bring this system into compliance will not be material. ATEL's third party
software vendor for the system in question has indicated that it expects the
cost of compliance to be included in the annual upgrade and maintenance cost for
the software system, and that the total incremental amount of such cost is
expected to be minimal. Any such cost would be allocated by ATEL over the six
public funds (including the Partnership) under its management which use or will
use the software. This allocation would be based on the relative size of each
such program and its proportionate allocation of the expected minimal cost will
in itself be minimal. In no event will offering proceeds be required to be
committed to any such expenditure. If any cost is incurred by the Partnership,
it would be an operating expense funded out of operating revenues.
The ultimate impact of the year 2000 issue on the Partnership will depend to a
great extent on the manner in which the issue is addressed by those businesses
whose operational capability is important to the Partnership. Failure of these
businesses to be Y2K compliant may impact credit quality or cause a delay in
payments made to the Partnership. ATEL has contacted those businesses with which
the Partnership currently has material relationships in order to request
verification of Y2K compliance. ATEL believes that each of those entities will
have a material self interest in resolving any year 2000 issue affecting its own
operations.
Equipment purchased by the Partnership may include technology subject to the
year 2000 issue. Potential year 2000 issues will be among the many factors
considered by ATEL and its affiliates in analyzing and pricing lease
transactions for acquisition by the Partnership. The lessees of the equipment
will select such equipment and may be expected to consider year 2000 issues
themselves in determining the suitability of the equipment for the lessee's use.
Most equipment is subject to fixed term, non-cancelable, triple net leases. In
addition, new equipment may be covered by manufacturer's warranties. As a result
of such triple net provisions and warranties, repairs or modifications necessary
to correct year 2000 issues will most likely be the responsibility of the
manufacturers or the lessees, and the Partnership's rights to lease payments as
a triple net lessor will not be affected by any functional issues affecting the
equipment. It is expected that the lease terms for such equipment will extend
well beyond the year 2000.
As a result of the year 2000 issue, the Partnership may experience increased
costs resulting from delayed payments from lessees, the costs associated with
the collection of those payments, or costs associated with manual processing
efforts in the event of a Y2K related system failure. In any event, ATEL does
not expect these increased costs to be significant or that such costs will have
any material adverse effect on the operations of the Partnership. Nevertheless,
the impact of year 2000 issues cannot be predicted with certainty and the
Partnership may be affected both by the impact these issues have on parties with
which it has direct contractual and other relationships as well as by their
impact on financial institutions and the national and international economy as a
whole. Accordingly, there can be no assurance that year 2000 issues might not
have some adverse impact on the operating results experienced by the
Partnership.
<PAGE>
Item 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership, like most other companies, is exposed to certain market risks,
including primarily changes in interest rates. The Partnership believes its
exposure to other market risks including foreign currency exchange rate risk,
commodity risk and equity price risk are insignificant to both its financial
position and results of operations.
In general, the Partnership manages its exposure to interest rate risk by
obtaining fixed rate debt which is coterminous with the Partnership's fixed rate
lease receivables. Furthermore, the Partnership has historically been able to
maintain a stable spread between its cost of funds and lease yields in both
periods of rising and falling rates. Nevertheless, the Partnership frequently
funds leases with its floating rate line of credit and is therefore exposed to
interest rate risk until fixed rate financing is arranged. As of December 31,
1998, the Partnership had no outstanding balances on the floating rate line of
credit.
To hedge its interest rate risk related to any outstanding variable rate debt,
the Partnership may enter into interest rate swaps. As of December 31, 1998, no
swaps or other derivative financial instruments were held by the Partnership.
The Partnership does not hold or issue derivative financial instruments for
speculative purposes.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Report of Independent Auditors, Financial Statements and Notes to
Financial Statements attached hereto at pages 10 through 22.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Partners
ATEL Cash Distribution Fund III, L.P.
We have audited the accompanying balance sheet of ATEL Cash Distribution Fund
III, L.P. as of December 31, 1998, and the related statements of income, changes
in partners' capital and cash flows for each of the two years in the period
ended December 31, 1998. 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
III, L.P. at December 31, 1998, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
San Francisco, California
January 25, 1999
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash and cash equivalents $11,294,942
Accounts receivable 66,029
Investments in equipment and leases 6,221,543
----------------
Total assets $17,582,514
================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $ 413,707
Accrued interest 1,363
Accounts payable:
General Partner 339,374
Other 144,165
Unearned operating lease income 53,127
----------------
Total liabilities 951,736
Partners' capital:
General Partners 242,543
Limited Partners 16,388,235
----------------
Total partners' capital 16,630,778
----------------
Total liabilities and partners' capital $17,582,514
================
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
Revenues:
Leasing activities:
<S> <C> <C>
Operating leases $ 4,027,337 $ 7,116,131
Direct financing leases 345,081 286,103
Leveraged leases 18,573 28,225
Gain on sales of equipment 6,160,019 2,823,095
Other 57,089 4,385
Interest income 399,237 175,518
---------------- ----------------
11,007,336 10,433,457
---------------- ----------------
Expenses:
Depreciation 2,557,024 4,560,013
Equipment and incentive management fees to General Partner 640,419 660,774
Interest expense 126,982 319,415
Administrative cost reimbursements to General Partner 235,984 248,250
Other 110,675 174,046
Provision for losses and impairments 17,173 104,335
Professional fees 25,882 31,985
---------------- ----------------
3,714,139 6,098,818
---------------- ----------------
Net income $ 7,293,197 $ 4,334,639
================ ================
Net income:
General Partners $ 72,932 $ 43,346
Limited Partners 7,220,265 4,291,293
---------------- ----------------
$ 7,293,197 $ 4,334,639
================ ================
Net income per Limited Partnership unit $ 0.98 $ 0.58
Weighted average number of units outstanding 7,376,201 7,376,284
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Limited Partners General
Units Amount Partners Total
<S> <C> <C> <C> <C>
Balance December 31, 1996 7,376,284 $ 22,955,215 $ 126,265 $23,081,480
Distributions to limited partners ($1.03 per Unit) (7,618,380) (7,618,380)
Net income 4,291,293 43,346 4,334,639
--------------- ----------------- ---------------- ----------------
Balance December 31, 1997 7,376,284 19,628,128 169,611 19,797,739
Distributions to limited partners ($1.42 per Unit) (10,457,123) - (10,457,123)
Repurchase of Limited Partnership Units (1,000) (3,035) (3,035)
Net income 7,220,265 72,932 7,293,197
--------------- ----------------- ---------------- ----------------
Balance December 31, 1998 7,375,284 $ 16,388,235 $ 242,543 $16,630,778
=============== ================= ================ ================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
Operating activities: 1998 1997
---- ----
<S> <C> <C>
Net income $ 7,293,197 $ 4,334,639
Adjustment to reconcile net income to net cash provided by operating
activities:
Depreciation 2,557,024 4,560,013
Gain on sales of equipment (6,160,019) (2,823,095)
Income from investment in leveraged leases (18,573) (28,225)
Provision for losses and impairments 17,173 104,335
Changes in operating assets and liabilities:
Accounts receivable 159,006 596,445
Accounts payable, General Partner 266,835 (35,050)
Accounts payable, other (49,626) (65,651)
Accrued interest (10,479) (48,320)
Unearned operating lease income (101,322) (59,593)
---------------------------------
Net cash provided by operating activities 3,953,216 6,535,498
Investing activities:
Proceeds from sales of lease assets 9,580,103 10,182,310
Reductions of net investment in direct financing leases 962,739 1,047,681
---------------- ----------------
Net cash provided by investing activities 10,542,842 11,229,991
Financing activities:
Distributions to limited partners (10,457,123) (7,618,380)
Repayments of non-recourse debt (2,083,685) (3,570,934)
Repurchase of limited partnership units (3,035) -
---------------- ----------------
Net cash used in financing activities (12,543,843) (11,189,314)
---------------- ----------------
Net increase in cash and cash equivalents 1,952,215 6,576,175
Cash and cash equivalents at beginning of period 9,342,727 2,766,552
---------------- ----------------
Cash and cash equivalents at end of period $ 11,294,942 $ 9,342,727
================ ================
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ 137,461 $ 367,735
================ ================
</TABLE>
See accompanying notes.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. 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 the receipt of the proceeds thereof on March 1, 1990,
the Partnership commenced operations.
The General Partners of the Partnership are ATEL Financial Corporation (ATEL), a
California corporation and two individuals, who are principals of ATEL Capital
Group, the parent of ATEL.
The Partnership's business consists of leasing various types of equipment. As of
December 31, 1998, the original terms of the leases ranged from six months to
eight years and nine months.
Pursuant to the Limited Partnership Agreement, the General Partners receive
compensation and reimbursements for services rendered on behalf of the
Partnership (Note 5). The General Partners are required to maintain in the
Partnership reasonable cash reserves for working capital, the repurchase of
Units and contingencies.
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 the 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.
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.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
2. Summary of significant accounting policies (continued):
Statements of cash flows:
For purposes of the Statements 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 are as follows (unaudited):
Financial statement basis of net assets $ 16,630,778
Tax basis of net assets 23,359,900
----------------
Difference $ 6,729,122
================
The primary differences between the tax basis of net assets and the amounts
recorded in the financial statements are the accounting for syndication costs
and differences between the depreciation methods used in the financial
statements and the Partnership's tax returns.
The following reconciles the net income reported in these financial statements
to the income reported on the Partnership's federal tax return (unaudited):
1998 1997
---- ----
Net income per financial statements $ 7,293,197 $ 4,334,639
Adjustment to depreciation expense 503,382 342,622
Adjustments to revenues 2,743,103 5,624,921
Provision for losses and impairments 17,173 104,335
----------------- ----------------
Net income per federal tax return $ 10,556,855 $ 10,406,517
================= ================
Credit Risk:
Financial instruments which potentially subject the Partnership to
concentrations of credit risk include cash and cash equivalents and accounts
receivable. 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. Accounts receivable represent
amounts due from lessees in various industries, related to equipment on
operating and direct financing leases. See Note 7 for a description of lessees
by industry as of December 31, 1998 and 1997.
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. Such estimates primarily
relate to the determination of residual values at the end of the lease term.
Per unit data:
Net income and distributions per unit are based upon the weighted average number
of units outstanding during the period.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
Reserve for losses and impairments:
The Partnership maintains a reserve on its investments in equipment and leases
for losses and impairments which are inherent in the portfolio as of the balance
sheet date. The General Partner's evaluation of the adequacy of the allowance is
a judgmental estimate that is based on a review of individual leases, past loss
experience and other factors. While the General Partner believes the allowance
is adequate to cover known losses, it is reasonably possible that the allowance
may change in the near term. However, such change is not expected to have a
material effect on the financial position or future operating results of the
Partnership. It is the Partnership's policy to charge off amounts which, in the
opinion of the General Partner, are not recoverable from lessees or the
disposition of the collateral.
3. Investments in equipment and leases:
As of December 31, 1998, the Partnership's investments in equipment and leases
consist of the following:
<TABLE>
<CAPTION>
Depreciation
Expense or Reclass-
Lease ifications or
1997 Additions Amortization Dispositions 1998
---- --------- ------------ -------------- ----
<S> <C> <C> <C> <C> <C>
Net investment in operating leases $11,267,650 $ (2,557,024) $ (3,749,525) $4,961,101
Net investment in direct financing leases 2,379,596 (962,739) (302,234) 1,114,623
Net investment in leveraged leases 126,371 18,573 - 144,944
Assets held for lease or sale - - 363,048 363,048
Reserve for losses and impairments (613,627) $ (17,173) - 268,627 (362,173)
--------------- --------------- ----------------- ---------------- ----------------
$13,159,990 $ (17,173) $ (3,501,190) $ (3,420,084) $ 6,221,543
=============== =============== ================= ================ ================
</TABLE>
Operating leases:
Property on operating lease consists of the following as of December 31, 1997,
additions and dispositions during 1998 and as of December 31, 1998:
<TABLE>
<CAPTION>
Balance Reclass- Balance
December 31, ifications or December 31,
1997 Additions Dispositions 1998
---- --------- ------------ ----
<S> <C> <C> <C> <C>
Manufacturing $ 4,881,231 $ (1,263,231) $ 3,618,000
Printing 3,044,659 - 3,044,659
Utilities 3,946,886 (1,107,785) 2,839,101
Food processing 2,438,524 - 2,438,524
Transportation 3,760,326 (1,546,111) 2,214,215
Mining 12,690,592 (10,518,612) 2,171,980
Medical 2,155,489 - 2,155,489
Materials handling 964,980 (435,909) 529,071
Other 65,695 - 65,695
Communications 290,175 (290,175) -
--------------- ----------------- ---------------- ----------------
34,238,557 (15,161,823) 19,076,734
Less accumulated depreciation (22,970,907) $ (2,557,024) 11,412,298 (14,115,633)
--------------- ----------------- ---------------- ----------------
$11,267,650 $ (2,557,024) $ (3,749,525) $ 4,961,101
=============== ================= ================ ================
</TABLE>
Direct financing leases:
As of December 31, 1998, investment in direct financing leases consists of
mining equipment, turbine generating units, and office furniture and fixtures.
The following lists the components of the Partnership's investment in direct
financing leases as of December 31, 1998.
Total minimum lease payments receivable $732,775
Estimated residual values of leased equipment (unguaranteed) 491,886
-----------------
Investment in direct financing leases 1,224,661
Less unearned income (110,038)
-----------------
Net investment in direct financing leases $1,114,623
=================
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
3. Investments in equipment and leases (continued):
Direct financing leases (continued):
At December 31, 1998, the aggregate amounts of future minimum lease payments
under operating and direct financing leases are as follows:
Year ending Direct
December 31, Operating Financing Total
1999 $ 948,455 $ 546,645 $ 1,495,100
2000 238,486 144,416 382,902
2001 59,415 23,836 83,251
2002 - 17,878 17,878
--------------- --------------- -----------------
$ 1,246,356 $ 732,775 $ 1,979,131
=============== =============== =================
Leveraged leases:
The Partnership participates in leveraged lease transactions in which the costs
of assets leased to others is financed primarily by loans from financial
institutions, but the ownership of the assets is retained by the Partnership.
The lessees' rental obligations are assigned to the financial institutions and
the leased property is pledged as collateral for the loans and are without
recourse to the general credit of the Partnership. Equipment under leveraged
leases consists of coal mining and processing equipment. The net investment in
leveraged leases at December 31, 1998 is as follows:
Aggregate rentals receivable $ 78,004
Aggregate principal and interest payable on non-recourse loans (76,937)
Estimated residual value of leased assets 165,000
Less unearned income (21,123)
-----------------
Net investment in leveraged leases $ 144,944
=================
Reserves for losses and impairments:
Activity in the reserve for losses and impairments consists of the following:
Balance 12/31/96 $ 509,292
Provision 104,335
---------------
Balance 12/31/97 613,627
Provision 17,173
Dispositions (268,627)
---------------
Balance 12/31/98 $ 362,173
===============
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
4. Non-recourse debt:
At December 31, 1998, non-recourse debt, other than that related to leveraged
leases which is accounted for as a part of the net investment in leveraged
leases, consists of notes payable to financial institutions of $413,707. The
notes are due in varying monthly, quarterly and semi-annual payments. Interest
on the notes is at rates from 7.66% to 11%. The notes are secured by assignments
of lease payments and pledges of assets. At December 31, 1998, the carrying
value of the pledged assets is approximately $2,626,071.
The notes mature from 1999 through 2000.
Future minimum payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
1999 $ 356,416 $ 22,120 $ 378,536
2000 57,291 2,374 59,665
--------------- --------------- -----------------
$ 413,707 $ 24,494 $ 438,201
=============== =============== =================
5. Related party transactions:
The terms of the Limited Partnership Agreement provide that the General Partners
and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Partnership.
The General Partners and/or Affiliates earned fees, commissions and
reimbursements pursuant to the Limited Partnership Agreement as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
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
<S> <C> <C>
the Limited Partnership Agreement). $ 640,419 $ 660,774
Administrative cost reimbursements to General Partner 235,984 248,250
---------------- ----------------
$ 876,403 $ 909,024
================ ================
</TABLE>
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.
Substantially all employees of ATEL record time incurred in performing
administrative services on behalf of all of the Partnerships serviced by ATEL.
ATEL believes that the costs reimbursed are the lower of (i) actual costs
incurred on behalf of the Partnership or (ii) the amount the Partnership would
be required to pay independent parties for comparable administrative services in
the same geographic location and are reimbursable in accordance with the Limited
Partnership Agreement.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
6. Partners' capital:
As of December 31, 1998, 7,375,284 Units were issued and outstanding (including
the Units issued to the Initial Limited Partners.) The Partnership is authorized
to issue up to 7,500,000 Units of Limited Partnership Interest in addition to
the 50 Units issued to the Initial Limited Partners.
The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partners.
Available Cash from Operations and Cash from Sales and Refinancing, as defined
in the Limited Partnership Agreement, shall be distributed as follows:
First, 5% of Distributions of Cash from Operations to the General Partners
as Incentive Management Compensation.
Second, the balance to the Limited Partners until the Limited Partners have
received Aggregate Distributions in an amount equal to their Original
Invested Capital, as defined, plus a 10% per annum cumulative (compounded
daily) return on their Adjusted Invested Capital.
Third, the General Partners will receive as Incentive Management
Compensation, the following:
(A) 10% of remaining Cash from Operations,
(B) 15% of remaining Cash from Sales or Refinancing.
Fourth, the balance to the Limited Partners.
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
7. Concentration of credit risk and major customers:
The Partnership leases equipment to lessees in diversified industries. Leases
are subject to the General Partners' credit committee review. The leases provide
for the return of the equipment upon default.
As of December 31, 1998, 11%, 19% and 15% of the Partnership's lease assets
(based on equipment cost) were leased to lessees in the electrical/electronics
manufacturing, utilities and mining industries, respectively.
During 1998, one customer comprised 25% of the Partnership's revenues from
leases.
During 1997, two customers comprised 16% and 15%, respectively, of the
Partnership's revenues from leases.
8. Line of credit:
The Partnership participates with ATEL 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. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and ATEL.
The Partnership had no borrowings under the agreement during 1998.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of December
31, 1998. At December 31, 1998, $13,070,344 was available under this agreement.
9. Fair value of financial instruments:
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-term 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, 1998 is $409,867.
<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
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
Carl W. Magnuson . . . . . . . Vice.President - Syndication of ALC
Barbara F. Medwadowski . . . . Vice.President - Syndication of ALC
James A. Kamradt . . . . . . . Director of Pricing and Syndication of ALC
Thomas D. Sbordone . . . . . . Senior.Vice President - Marketing of ALC
Russell H. Wilder . . . . . . .Vice President - Credit of AEC
John P. Scarcella . . . . . . .Vice President of ASC
<PAGE>
A. J. Batt, age 62, 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.
Dean L. Cash, age 48, 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.
Donald E. Carpenter, age 50, 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 40, 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, a J.D. degree in 1986 from Golden Gate University Law
School and an MBA (Finance) in 1997 from Golden Gate University. Mr. Morais has
been an active member of the State Bar of California since 1986.
William J. Bullock, age 35, 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.
<PAGE>
Carl W. Magnuson, age 55, joined ATEL in 1994 and is Vice President -
Syndication for ALC. Mr. Magnuson is responsible for acquiring third party lease
transactions and debt placement. Prior to joining ATEL he was a Regional Group
Manager and Portfolio Sales Manager for Bell Atlantic Systems Leasing for 10
years. From 1983 to 1984 he was Vice President and Chief Financial Officer of
the Handi-Kup Company, a plastics manufacturer, and from 1981 to 1982 he was
Controller for the Cyclotron Corporation, engaged in nuclear medicine research
and development. From 1978 to 1981 he was Executive Vice President of Shannon
Financial Corporation, a middle market leasing corporation. From 1975 to 1978 he
was a Deputy Program Manager for the Watkins Johnson Company. From 1968 to 1973
Mr. Magnuson was an engineering duty officer in the U. S. Navy. Mr. Magnuson
received a B.S. in Engineering Science and an M.S. in Applied Mathematics from
the Rensselaer Polytechnic Institute, an MS in Industrial Engineering/Operations
Research from Stanford University, and an M.B.A. from the University of
California at Berkeley.
Barbara F. Medwadowski, age 59, joined ATEL in 1997 and is vice president -
syndication for ALC. Ms. Medwadoski is responsible for acquiring third party
lease transactions. Prior to joining ATEL, she was a syndications manager for
Mellon US Leasing (successor to USL Capital and U.S. Leasing Corporation) for
nine years. From 1985 to 1987, she was a vice president with Great Western
Leasing where she acquired lease and loan transactions from intermediaries. From
1982 through 1984, she was a portfolio manager with U.S. Leasing Corporation.
Ms. Medwadowski received an M.B.A. degree from the University of California at
Berkeley in 1982. From 1964 through 1979, she was a senior researcher in lipids
and lipoproteins at the University of California at Berkeley. In 1964, she
earned an M.S. degree in nutrition and in 1961 a B.S. degree in child
development, each from the University of California at Berkeley
James A. Kamradt, age 37, Director of Pricing and Syndication for ALC, joined
ATEL in 1997. Mr. Kamradt is involved in the pricing of lease transactions and
the placement of debt to leverage certain transactions. From 1985 to 1997, Mr.
Kamradt managed his own private consulting business, providing underwriting and
operational services for numerous leasing companies. Prior to that, Mr. Kamradt
was the National Operations Officer for the computer leasing division of Phoenix
American; and Regional Credit Manager for Dana Commercial Credit Corporation.
Mr. Kamradt received his B.S. from Michigan Technological University's
Engineering School of Business, and his M.B.A. from Haas School of Business of
the University of California, Berkeley.
Thomas D. Sbordone, age 40, is Senior Vice President - Marketing for ALC. He
joined ATEL in 1993, as a regional vice president in the northeastern United
States. Mr. Sbordone is currently responsible for new business development
within the eastern U.S., including management of filed sales personnel and
directly interfacing with ATEL's existing and prospective clients to achieve the
company's lease investment objectives. Prior to joining ATEL, Mr. Sbordone was
employed, from 1985, by American Finance Group, a Boston-based equipment lessor.
While there, Mr. Sbordone's various responsibilities involved lease origination
of vendor finance relationships. Mr. Sbordone earned a B.S., with honors, in
finance and marketing from Northeastern University, and has attended Bentley
College Graduate School of Business.
Russell H. Wilder, age 44, 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.
<PAGE>
John P. Scarcella, age 37, 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 for the years ended December 31, 1998 and 1997 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 by reference.
Selling Commissions
The Partnership paid selling commissions in the amount of 9.5% of Gross
Proceeds, as defined, ($7,016,305), to ATEL Securities Corporation, an affiliate
of the General Partners . Of this amount, $6,455,378 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, 1998 were $3,508,152, 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 lease revenues from
"operating" leases and (ii) 2% of gross lease revenues from "full payout" leases
which contain net lease provisions. See Note 5 to the financial statements
included at Item 8 of this report for amounts paid.
<PAGE>
Incentive 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 the 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 until such time as
the Limited Partners have received aggregate distributions of cash from
operations in an amount equal to their original invested capital plus a 10% per
annum return on their average adjusted invested capital (as defined in the
Limited Partnership Agreement). Thereafter, the incentive management fee shall
be 15% of all distributions of cash from operations, sales or refinancing. See
Note 5 to the financial statements included at Item 8 of this report for amounts
paid.
Equipment Resale Fees
As compensation for services rendered in connection with the sale of equipment,
the General Partners shall be 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 10% 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. To date, none have
been accrued or paid.
Equipment Re-lease Fee
As compensation for providing re-leasing services, the General Partners shall
receive fees equal to 2% of the gross rentals or the comparable competitive rate
for such services relating to comparable equipment, whichever is less, derived
from the re-lease provided that (i) the General Partners or their affiliates
have and will maintain adequate staff to render such services to the
Partnership, (ii) no such re-lease fee is payable in connection with the
re-lease of equipment to a previous lessee or its affiliates, (iii) the General
Partners or their affiliates have rendered substantial re-leasing services in
connection with such re-lease and (iv) the General Partners or their affiliates
are compensated for rendering equipment management services.
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 Item 8 of this report for the amounts allocated to the General and Limited
Partners in 1998 and 1997.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners
At December 31, 1998 no investor is known to the Partnership to hold
beneficially more than 5% of the issued and outstanding Units.
<PAGE>
Security Ownership of Management
The General Partners are beneficial owners of Limited Partnership Units as
follows:
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
<S> <C> <C> <C>
Limited Partnership Units A. J. Batt Initial Limited Partner Units 0.0007%
235 Pine Street, 6th Floor 50 Units ($500)
San Francisco, CA 94104 (owned by daughters)
</TABLE>
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 the 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 owned a one-half undivided interest in the Falcon 50 aircraft on
lease to ARR, Inc., a subsidiary of U. S. Surgical Corporation. The
Partnership's interest in the asset was purchased from an unrelated third party
on the same terms as that of the affiliated Partnership (ATEL Cash Distribution
Fund IV, L.P.) which owned the remaining one-half interest. The aircraft was
sold in 1997.
<PAGE>
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 Auditor
Balance Sheet at December 31, 1998
Statements of Income for the years ended December
31, 1998 and 1997
Statements of Changes in Partners' Capital for
the years ended December 31, 1998 and 1997
Statements of Cash Flows for the years ended
December 31, 1998 and 1997
Notes to Financial Statements
2. Financial Statement Schedules
Allschedules 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 1998
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
10K for the year ended December 31, 1990,
filed March 29, 1991 (File No. 33-31395)
<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: 3/26/1999
ATEL Cash Distribution Fund III, L.P.
(Registrant)
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)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the persons in the capacities and on the dates
indicated.
SIGNATURE CAPACITIES DATE
/s/ A. J. Batt General Partner of registrant; 3/26/1999
- ------------------------------ president, chairman and chief
A. J. Batt executive officer of ATEL Financial
Corporation
/s/ Dean Cash General Partner of registrant; 3/26/1999
- ------------------------------ executive vice president and
Dean Cash director of ATEL Financial
Corporation
/s/ Donald E. Carpenter Principal financial officer of 3/26/1999
- ------------------------------ registrant; principal financial
Donald E. Carpenter officer of ATEL Financial Corporation
Principal accounting officer of
registrant; principal
accounting officer of ATEL Financial
Corporation
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> dec-31-1998
<PERIOD-END> dec-31-1998
<CASH> 11,294,942
<SECURITIES> 0
<RECEIVABLES> 66,029
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,582,514
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 16,630,778
<TOTAL-LIABILITY-AND-EQUITY> 17,582,514
<SALES> 0
<TOTAL-REVENUES> 11,007,336
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,569,984
<LOSS-PROVISION> 17,173
<INTEREST-EXPENSE> 126,982
<INCOME-PRETAX> 7,293,197
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,293,197
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,293,197
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
