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, 1999
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|
1
<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, which ended 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 purchased equipment for which a lease existed or for which
a lease would be entered into at the time of the purchase. The Partnership
completed its initial acquisition stage with the investment of the net proceeds
from the public offering of Units in 1992.
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. In excess of 75% of the equipment acquired with the net proceeds of
the offering (based on original purchase cost) had been leased to lessees with
an aggregate credit rating of Baa or better or to such hospitals or
municipalities.
The General Partners sought 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 1999, five lessees
accounted for 26%, 21%, 20%, 16% and 14% of the Partnership's revenues. During
1998, one lessee accounted for 25% of the Partnership's lease revenues.
2
<PAGE>
The equipment leasing industry is highly competitive. Equipment manufacturers,
corporations, partnerships and others offer users an alternative to the purchase
of most types of equipment with payment terms which vary widely depending on the
lease term and type of equipment. The ability of the Partnership to keep the
equipment leased and/or operating and the terms of the acquisitions, leases and
dispositions of equipment depend on various factors (many of which are not in
the control of the General Partners or the Partnership), such as general
economic conditions, including the effects of inflation or recession, and
fluctuations in supply and demand for various types of equipment resulting from,
among other things, technological and economic obsolescence.
The business of the Partnership is not seasonal.
The Partnership has no full time employees.
Equipment Dispositions:
Through December 31, 1999, the Partnership has disposed of certain leased assets
as set forth below:
Excess of
Type of Original Equipment Cost, Rents Over
Equipment Excluding Acquisition Fees Sale Price Expenses *
--------- -------------------------- ---------- ----------
Mining $ 21,337,627 $ 6,725,485 $ 13,791,558
Transportation 16,640,314 9,020,414 17,265,371
Other 11,975,242 8,527,558 8,793,962
Earth moving 8,455,364 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 8,888,272 2,943,527 10,027,704
Materials handling 5,723,806 1,732,632 6,183,758
Furniture & fixtures 3,195,613 1,366,326 2,375,001
Medical 2,732,652 346,321 2,682,398
Commercial aircraft 2,322,136 1,656,694 226,541
--------------- --------------- ----------------
$ 93,643,805 $41,947,653 $ 82,706,318
=============== =============== ================
* Includes only those expenses directly related to the production of the related
rents.
Equipment Leasing Activities:
The Partnership has acquired a diversified portfolio of equipment. The equipment
has been leased to lessees in various industries. The following tables set forth
the types of equipment acquired by the Partnership through December 31, 1999 and
the industries to which the assets have been leased.
Purchase price excluding Percentage of total
Asset types acquisition fees acquisitions
----------- ---------------- ------------
Earth moving $24,102,343 24.19%
Mining 10,018,844 10.06%
Over-the-road tractors and trailers 9,009,547 9.04%
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%
Other ** 9,134,955 9.18%
--------------- ----------------
$99,629,942 100.00%
=============== ================
** Individual asset types included in "Other" are less than 2% of the total.
3
<PAGE>
Purchase price excluding Percentage of total
Industry of lessee acquisition fees acquisitions
------------------ ---------------- ------------
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%
Other * 10,800,725 10.86%
--------------- ----------------
$99,629,942 100.00%
=============== ================
* Individual lessee industries included in "Other" are less than 2.5% of the
total.
For further information regarding the Partnership's equipment lease portfolio as
of December 31, 1999, see Note 3 to the financial statements, Investments in
equipment and leases, set forth in Item 8, Financial Statements and
Supplementary Data.
Item 2. PROPERTIES
The Partnership does not own or lease any real property, plant or materially
important physical properties other than the equipment held for lease as set
forth in Item 1.
The General Partners plan that the Partnership will sell its remaining assets
during the first quarter of 2000 and that it will cease operations by March 31,
2000. In accordance with this plan, all but one of the Partnership's lease
assets had been sold as of February 15, 2000. 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.
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.
4
<PAGE>
Holders
As of December 31, 1999, a total of 5,107 investors were record holders of Units
in the Partnership.
Dividends
The Partnership does not make dividend distributions. However, 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 ended 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 1999 operations were $.125 per Unit for
monthly distributions made from February through November 1999. The rates for
quarterly distributions made in April, July and October 1999 were $.375 per
Unit. An additional distribution was made to the holders of all Units in
December 1999. The amount of this distribution was $.54 for those who had been
receiving distributions on a monthly basis and $.665 for those who had been
receiving distributions on a quarterly basis. This brought the total distributed
per Unit to $1.79 for 1999. Distributions were from cash flows from operations
and sales proceeds in 1999.
The following table presents summarized information regarding distributions to
Limited Partners:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Distributions of net income $ 0.01 $ 0.98 $ 0.58 $ 0.38 $ 0.27
Return of investment 2.03 0.44 0.45 0.87 1.13
--------------- --------------- ----------------- ---------------- ----------------
Distributions per unit 2.04 1.42 1.03 1.25 1.40
Differences due to timing of distributions (0.25) 0.08 (0.03) (0.03) -
--------------- --------------- ----------------- ---------------- ----------------
Nominal distribution rates from above $ 1.79 $ 1.50 $ 1.00 $ 1.22 $ 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.
5
<PAGE>
Item 6. SELECTED FINANCIAL DATA
The following table presents selected financial data of the Partnership for the
years ended December 31, 1999, 1998, 1997, 1996, and 1995. This financial data
should be read in conjunction with the financial statements and related notes
included under Item 8 of this report.
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Gross Revenues $ 1,342,845 $11,007,336 $ 10,433,457 $ 11,709,770 $14,332,795
Net income $ 84,854 $ 7,293,197 $ 4,334,639 $ 2,851,478 $ 2,032,662
Weighted average Units outstanding 7,375,284 7,376,201 7,376,934 7,376,934 7,378,884
Net income per Unit, based on
weighted average Units outstanding $ 0.01 $ 0.98 $ 0.58 $ 0.38 $ 0.27
Distributions per Unit, based on
weighted average Units outstanding $ 2.04 $ 1.42 $ 1.03 $ 1.25 $ 1.40
Total Assets $ 1,900,695 $17,582,514 $ 22,727,752 $ 29,791,041 $41,900,878
Non-recourse Debt $ 57,291 $ 413,707 $ 2,497,392 $ 6,068,326 $11,451,641
Total Partners' Capital $ 1,693,011 $16,630,778 $ 19,797,739 $ 23,081,480 $29,451,915
</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 distributions are made to the Limited Partners and to the extent
expenses exceed cash flows from leases and proceeds from asset sales.
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 lease terms expire the Partnership will sell the equipment. The future
liquidity beyond the contractual minimum rentals will depend on the General
Partners' success in selling the equipment as it comes off lease.
The Partnership participates with the General Partner and certain of its
affiliates in a $95,000,000 revolving line of credit with a financial
institution that includes certain financial covenants. The line of credit
expires on April 30, 2000. As of December 31, 1999 the Partnership had no
borrowings under this line of credit and the remaining availability was
$21,857,103.
At December 31, 1999 the Partnership's reinvestment period ended and there were
no commitments to purchase additional lease assets.
As of December 31, 1999, cash balances consisted of working capital.
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.
6
<PAGE>
Through December 31, 1999, the Partnership had borrowed approximately
$32,425,000. The remaining unpaid balance of such borrowings at December 31,
1999 was $57,291. 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, 1999, 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 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 would not be affected by changes in interest rates.
The General Partners plan that the Partnership will sell its remaining assets
during the first quarter of 2000 and that it will cease operations by March 31,
2000. In accordance with this plan, all but one of the Partnership's lease
assets had been sold as of February 15, 2000. 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 from $3,953,216 in 1998 to $779,739 in
1999, a decrease of $3,173,477. This decrease resulted primarily from decreased
operating lease rents ($2,720,634) and decreased direct finance lease revenues
($273,344). Operating lease rents remain the Partnership's most significant
source of operating cash flows.
Cash flows from investing activities decreased from $10,542,842 in 1998 to
$4,034,209 in 1999, a decrease of $6,508,633. The primary sources of cash from
investing activities are proceeds from sales of assets and rents from direct
financing leases. Sales proceeds decreased by $5,965,818. Direct financing lease
rents decreased by $542,815 compared to 1998.
There were no financing sources of cash in 1999 or 1998. Repayments of
non-recourse debt decreased due to scheduled debt payments. Cash used for
distributions to Limited Partners increased from $10,457,123 in 1998 to
$15,022,621 in 1999 as a result of the increase of the per Unit rate of
distributions from $1.00 in 1997 to $1.50 in 1998 and to $1.79 in 1999.
Results of Operations
As of December 31, 1999, 52% and 48% of the Partnership's lease assets (based on
equipment cost) were leased to lessees in the mining and utilities 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.
7
<PAGE>
Net income decreased from $7,293,197 in 1998 to $84,854 in 1999. The decrease
resulted from a number of factors. During 1998 and 1999, most of the
Partnership's lease assets were sold. This resulted in decreased revenues in
1999 ($1,342,845) compared to 1998 ($11,007,336). In 1998, the asset sales
resulted in gains of $6,160,019 compared to a loss on the sales of assets of
$369,377 in 1999.
The most significant change in expenses, other than depreciation expense, was
the reduction in interest expense of $106,226 ($126,982 in 1998 and $20,756 in
1999). Interest expense declined due to scheduled debt payments. Depreciation
expense decreased as a result of sales of operating lease assets in 1998 and
1999.
Management fees have decreased from $640,419 in 1998 to $114,011 in 1999, a
decrease of $526,408. 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
To date, the Partnership has experienced no significant year 2000 problems and
the general partners believe it does not have continued exposure to the year
2000 problem.
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. The fixed rate debt is structured so as to match the
cash flows required to service the debt to the payment streams under fixed rate
lease receivables. The payments under the leases are assigned to the lenders in
satisfaction of the debt. 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, 1999, 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, 1999, 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 9 through 19.
8
<PAGE>
REPORT OF ERNST & YOUNG LLP, 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, 1999, 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, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
San Francisco, California
January 25, 2000
9
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
Cash and cash equivalents $ 729,853
Accounts receivable 84,089
Investments in equipment and leases 1,086,753
----------------
Total assets $ 1,900,695
================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $ 57,291
Accrued interest
Accounts payable 150,393
----------------
Total liabilities 207,684
Partners' capital:
General Partners 243,392
Limited Partners 1,449,619
----------------
Total partners' capital 1,693,011
----------------
Total liabilities and partners' capital $ 1,900,695
================
See accompanying notes.
10
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Revenues: 1999 1998
---- ----
Leasing activities:
<S> <C> <C>
Operating leases $ 1,306,703 $ 4,027,337
Direct financing leases 71,837 345,081
Leveraged leases 21,123 18,573
(Loss) gain on sales of equipment (369,377) 6,160,019
Other 5,851 57,089
Interest income 306,708 399,237
---------------- ----------------
1,342,845 11,007,336
---------------- ----------------
Expenses:
Depreciation 752,327 2,557,024
Administrative cost reimbursements to General Partner 205,136 235,984
Equipment and incentive management fees to General Partner 114,011 640,419
Other 87,156 81,161
Income taxes and franchise fees 55,651 29,514
Interest expense 20,756 126,982
Professional fees 22,954 25,882
Provision for losses and impairments - 17,173
---------------- ----------------
1,257,991 3,714,139
---------------- ----------------
Net income $ 84,854 $ 7,293,197
================ ================
Net income:
General Partners $ 849 $ 72,932
Limited Partners 84,005 7,220,265
---------------- ----------------
$ 84,854 $ 7,293,197
================ ================
Net income per Limited Partnership unit $ 0.01 $ 0.98
Weighted average number of units outstanding 7,375,284 7,376,201
</TABLE>
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Limited Partners
---------------- General
Units Amount Partners Total
----- ------ -------- -----
<S> <C> <C> <C> <C> <C> <C>
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
Distributions to limited partners ($2.04 per Unit) (15,022,621) - (15,022,621)
Net income 84,005 849 84,854
--------------- ----------------- ---------------- ----------------
Balance December 31, 1999 7,375,284 $ 1,449,619 $ 243,392 $ 1,693,011
=============== ================= ================ ================
</TABLE>
See accompanying notes.
11
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Operating activities: 1999 1998
---- ----
<S> <C> <C>
Net income $ 84,854 $ 7,293,197
Adjustment to reconcile net income to net cash provided by operating
activities:
Depreciation 752,327 2,557,024
Loss (gain) on sales of equipment 369,377 (6,160,019)
Income from investment in leveraged leases (21,123) (18,573)
Provision for losses and impairments - 17,173
Changes in operating assets and liabilities:
Accounts receivable (18,060) 159,006
Accounts payable, General Partner (339,374) 266,835
Accounts payable, other 6,228 (49,626)
Accrued interest (1,363) (10,479)
Unearned operating lease income (53,127) (101,322)
---------------- ----------------
Net cash provided by operating activities 779,739 3,953,216
Investing activities:
Proceeds from sales of lease assets 3,614,285 9,580,103
Reductions of net investment in direct financing leases 419,924 962,739
---------------- ----------------
Net cash provided by investing activities 4,034,209 10,542,842
Financing activities:
Distributions to limited partners (15,022,621) (10,457,123)
Repayments of non-recourse debt (356,416) (2,083,685)
Repurchase of limited partnership units - (3,035)
---------------- ----------------
Net cash used in financing activities (15,379,037) (12,543,843)
---------------- ----------------
Net (decrease) increase in cash and cash equivalents (10,565,089) 1,952,215
Cash and cash equivalents at beginning of period 11,294,942 9,342,727
---------------- ----------------
Cash and cash equivalents at end of period $ 729,853 $11,294,942
================ ================
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ 22,119 $ 137,461
================ ================
</TABLE>
See accompanying notes.
12
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
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.
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, 1999, the original terms of the leases ranged from three years 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.
13
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
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 (unaudited):
Financial statement basis of net assets $ 1,693,011
Tax basis of net assets 10,823,747
----------------
Difference $ 9,130,736
================
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):
1999 1998
---- ----
Net income per financial statements $ 84,854 $ 7,293,197
Adjustment to depreciation expense 148,822 503,382
Adjustments to revenues 3,532,988 2,743,103
Provision for losses and impairments - 17,173
----------------- ----------------
Net income per federal tax return $ 3,766,664 $ 10,556,855
================= ================
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, 1999 and 1998.
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.
14
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. Summary of significant accounting policies (continued):
Per unit data:
Net income and distributions per unit are based upon the weighted average number
of units outstanding during the period.
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 Partners' 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 Partners believe 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 Partners, are not recoverable from lessees or the
disposition of the collateral.
Reclassifications:
Certain 1998 balances have been reclassified to conform to the 1999
presentation.
3. Investments in equipment and leases:
As of December 31, 1999, the Partnership's investments in equipment and leases
consist of the following:
<TABLE>
<CAPTION>
Depreciation
Expense or Reclass-
Lease ifications or
1998 Amortization Dispositions 1999
---- ------------ - ------------- ----
<S> <C> <C> <C> <C>
Net investment in operating leases $ 4,961,101 $ (752,327) $ (3,473,316) $ 735,458
Net investment in direct financing leases 1,114,623 (419,924) (345,904) 348,795
Assets held for lease or sale 363,048 - (360,548) 2,500
Net investment in leveraged leases 144,944 21,123 (166,067) -
Reserve for losses and impairments (362,173) - 362,173 -
--------------- --------------- ----------------- ----------------
$ 6,221,543 $ (1,151,128) $ (3,983,662) $ 1,086,753
=============== =============== ================= ================
</TABLE>
15
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. Investments in equipment and leases (continued):
Operating leases:
Property on operating lease consists of the following as of December 31, 1998,
additions and dispositions during 1999 and as of December 31, 1999:
<TABLE>
<CAPTION>
Balance Reclass- Balance
December 31, ifications or December 31,
1998 Additions Dispositions 1999
---- --------- ------------ ----
<S> <C> <C> <C> <C>
Mining $ 3,757,698 $ 3,757,698
Manufacturing 3,618,000 $ (3,618,000) -
Printing 3,044,659 (3,044,659) -
Utilities 2,839,101 (2,839,101) -
Food processing 2,438,524 (2,438,524) -
Medical 2,155,489 (2,155,489) -
Transportation 628,497 (628,497) -
Materials handling 529,071 (529,071) -
Other 65,695 (65,695) -
--------------- ----------------- ---------------- ----------------
19,076,734 (15,319,036) 3,757,698
Less accumulated depreciation (14,115,633) $ (752,327) 11,845,720 (3,022,240)
--------------- ----------------- ---------------- ----------------
$ 4,961,101 $ (752,327) $ (3,473,316) $ 735,458
=============== ================= ================ ================
</TABLE>
Direct financing leases:
As of December 31, 1999, investment in direct financing leases consists of
turbine generating units. The following lists the components of the
Partnership's investment in direct financing leases as of December 31, 1999:
Total minimum lease payments receivable $ 95,802
Estimated residual values of leased equipment (unguaranteed) 271,733
------------
Investment in direct financing leases 367,535
Less unearned income (18,740)
------------
Net investment in direct financing leases $ 348,795
============
At December 31, 1999, 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
------------- --------- --------- -----
2000 $ 120,000 $ 95,802 $ 215,802
2001 20,000 - 20,000
--------------- --------------- -----------------
$ 140,000 $ 95,802 $ 235,802
=============== =============== =================
16
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. Investments in equipment and leases (continued):
Reserves for losses and impairments:
Activity in the reserve for losses and impairments consists of the following:
Balance 12/31/97 $ 613,627
Charge offs (268,627)
Provision 17,173
---------------
Balance 12/31/98 362,173
Provision -
Charge offs (362,173)
---------------
Balance 12/31/99 $ -
===============
4. Non-recourse debt:
At December 31, 1999, non-recourse debt consists of a note payable to a
financial institution of $57,291. The note is due in quarterly payments of
$29,832 through its due date of June 2000. Interest on the note is at a rate of
11%. The note is secured by an assignment of lease payments and a pledge of
assets. At December 31, 1999, the carrying value of the pledged assets is
$348,795.
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>
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). $ 114,011 $640,419fs
Administrative cost reimbursements to General Partner 205,136 235,984
---------------- ----------------
$ 319,147 $ 876,403
================ ================
</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.
17
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
5. Related party transactions (continued):
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.
6. Partners' capital:
As of December 31, 1999, 7,375,284 Units were issued and outstanding. 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.
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, 1999, 52% and 48% of the Partnership's lease assets (based on
equipment cost) were leased to lessees in the utilities and mining industries,
respectively.
During 1999, five customers comprised 26%, 21%, 20%, 16% and 14%, respectively,
of the Partnership's revenues from leases.
During 1998, one customer comprised 25% of the Partnership's revenues from
leases.
18
<PAGE>
ATEL CASH DISTRIBUTION FUND III, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
8. Line of credit:
The Partnership participates with the General Partner and certain of its
Affiliates in a $95,000,000 revolving credit agreement with a group of financial
institutions which expires on April 30, 2000. The agreement includes an
acquisition facility and a warehouse facility which are used to provide bridge
financing for assets on leases. Draws on the acquisition facility by any
individual borrower are secured only by that borrower's assets, including
equipment and related leases. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partners.
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 December
31, 1999. At December 31, 1999, $21,857,103 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, 1999 is $55,541.
19
<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 (a General
Partner) is held by ATEL Capital Group ("ACG"), a holding company formed to
control ATEL and affiliated companies pursuant to a corporate restructuring
completed in July 1994. The outstanding capital stock of ATEL Capital Group is
owned 73.125% by A. J. Batt and 24.375% by Dean Cash, and was obtained in the
restructuring in exchange for their capital interests in ATEL Financial
Corporation. The remaining 2.5% is owned by Paritosh K. Choksi.
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 and its 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
Paritosh K. Choksi Director, Senior Vice President and Chief
Financial Officer of ACG, AFC, ALC, AEC and AIS
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
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
20
<PAGE>
A. J. Batt, age 63, 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 49, 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.
Paritosh K. Choksi, age 46, joined ATEL in 1999 as a director, senior vice
president and its chief financial officer. Prior to joining ATEL, Mr. Choksi was
chief financial officer at Wink Communications, Inc. from 1997 to 1999. From
1977 to 1997, Mr. Choksi was with Phoenix American Incorporated, a financial
services and management company, where he held various positions during his
tenure, and was senior vice president, chief financial officer and director when
he left the company. Mr. Choksi was involved in all corporate matters at Phoenix
and was responsible for Phoenix's capital market needs. He also served on the
credit committee overseeing all corporate investments, including its venture
lease portfolio. Mr. Choksi was a part of the executive management team which
caused Phoenix's portfolio to increase from $50 million in assets to over $2
billion. Mr. Choksi received a bachelor of technology degree in mechanical
engineering from the Indian Institute of Technology, Bombay; and an M.B.A.
degree from the University of California, Berkeley.
Donald E. Carpenter, age 51, 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 41, 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 M.B.A. (Finance) in 1997 from Golden Gate University. Mr. Morais
has been an active member of the State Bar of California since 1986.
21
<PAGE>
Carl W. Magnuson, age 56, 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 M.S. in industrial
engineering/operations research from Stanford University, and an M.B.A. from the
University of California at Berkeley.
Barbara F. Medwadowski, age 60, 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 38, 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 a B.S. from Michigan Technological University's Engineering
School of Business, and an M.B.A. from Haas School of Business of the University
of California, Berkeley.
Thomas D. Sbordone, age 41, senior vice president - marketing for ALC, 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 45, 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, Davis. He has been
awarded the Certified Lease Professional designation by the Western Association
of Equipment Lessors.
22
<PAGE>
John P. Scarcella, age 38, 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, 1999 and 1998 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, 1999 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.
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.
23
<PAGE>
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 are
entitled to 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 1999 and 1998.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
At December 31, 1999 no investor is known to the Partnership to hold
beneficially more than 5% of the issued and outstanding Units.
Security Ownership of Management
The General Partners are beneficial owners of Limited Partnership Units as
follows:
<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.
24
<PAGE>
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 by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) Financial Statements and Schedules
1. Financial Statements
Included in Part II of this report:
Report of Independent Auditors
Balance Sheet at December 31, 1999
Statements of Income for the years ended
December 31, 1999 and 1998
Statements of Changes in Partners' Capital for
the years ended December 31, 1999 and 1998
Statements of Cash Flows for the years ended
December 31, 1999 and 1998
Notes to Financial Statements
2. Financial Statement Schedules
All schedules for which provision is made in the
applicable accounting regulations of the
Securities and Exchange Commission are not
required under the related instructions or are
inapplicable, and therefore have been omitted.
(b) Reports on Form 8-K for the fourth quarter of 1999
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)
25
<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: 3/22/2000
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)
26
<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; 3/22/2000
- ------------------------------ President, Chairman and Chief
A. J. Batt Executive Officer of ATEL
Financial Corporation
/s/ Dean Cash General Partner of registrant; 3/22/2000
- ------------------------------ Executive Vice President and
Dean Cash director of ATEL Financial
Corporation
/s/ Paritosh K. Choksi Principal financial officer of 3/22/2000
- ------------------------------ registrant; principal financial
Paritosh K. Choksi officer and director of ATEL
Financial Corporation
/s/ Donald E. Carpenter Principal accounting officer of 3/22/2000
- ------------------------------ registrant; principal accounting
Donald E. Carpenter officer of ATEL Financial
Corporation
27
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> dec-31-1999
<PERIOD-END> dec-31-1999
<CASH> 729853
<SECURITIES> 0
<RECEIVABLES> 84089
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1900695
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1693011
<TOTAL-LIABILITY-AND-EQUITY> 1900695
<SALES> 0
<TOTAL-REVENUES> 1342845
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1237235
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20756
<INCOME-PRETAX> 84854
<INCOME-TAX> 0
<INCOME-CONTINUING> 84854
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84854
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
