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Atel 14, LLC – ‘10-K’ for 12/31/19

On:  Thursday, 3/26/20, at 2:10pm ET   ·   For:  12/31/19   ·   Accession #:  1558370-20-3159   ·   File #:  0-54356

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/20  Atel 14, LLC                      10-K       12/31/19   72:7.5M                                   Toppan Merrill Bridge/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    784K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     25K 
 3: EX-14.1     Code of Ethics                                      HTML     32K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
69: R1          Document and Entity Information                     HTML     55K 
32: R2          Balance Sheets                                      HTML     87K 
24: R3          Statements of Operations                            HTML     89K 
51: R4          Statements of Changes in Members' Capital           HTML     45K 
72: R5          Statements of Changes in Members' Capital           HTML     25K 
                (Parenthetical)                                                  
35: R6          Statements of Cash Flows                            HTML    114K 
27: R7          Organization and Limited Liability Company Matters  HTML     30K 
52: R8          Summary of Significant Accounting Policies          HTML    102K 
68: R9          Concentration of Credit Risk and Major Customers    HTML     62K 
67: R10         Equipment Under Operating Leases, Net               HTML    167K 
47: R11         Allowance for Credit Losses                         HTML    139K 
29: R12         Related Party Transactions                          HTML     41K 
38: R13         Non-Recourse Debt                                   HTML     53K 
66: R14         Senior Long-Term Debt                               HTML     25K 
46: R15         Borrowing Facilities                                HTML     24K 
28: R16         Commitments                                         HTML     24K 
37: R17         Guarantees                                          HTML     26K 
64: R18         Members' Capital                                    HTML     39K 
48: R19         Fair Value Measurements                             HTML    307K 
16: R20         Subsequent Events                                   HTML     25K 
41: R21         Summary of Significant Accounting Policies          HTML    147K 
                (Policy)                                                         
59: R22         Summary of Significant Accounting Policies          HTML     64K 
                (Tables)                                                         
55: R23         Concentration of Credit Risk and Major Customers    HTML     65K 
                (Tables)                                                         
15: R24         Equipment Under Operating Leases, Net (Tables)      HTML    168K 
40: R25         Allowance for Credit Losses (Tables)                HTML    140K 
58: R26         Related Party Transactions (Tables)                 HTML     36K 
54: R27         Non-Recourse Debt (Tables)                          HTML     50K 
17: R28         Members' Capital (Tables)                           HTML     37K 
39: R29         Fair Value Measurements (Tables)                    HTML    310K 
33: R30         Organization and Limited Liability Company Matters  HTML     58K 
                (Narrative) (Details)                                            
25: R31         Summary of Significant Accounting Policies          HTML     65K 
                (Narrative) (Details)                                            
49: R32         Summary of Significant Accounting Policies          HTML     29K 
                (Schedule of Differences Between Book Value and                  
                Tax Basis of Net Assets) (Details)                               
70: R33         Summary of Significant Accounting Policies          HTML     40K 
                (Reconciliation of Net Income (Loss) Reported in                 
                Financial Statements and Federal Tax Return)                     
                (Details)                                                        
34: R34         Concentration of Credit Risk and Major Customers    HTML     43K 
                (Schedule of Leasing and Lending Revenues)                       
                (Details)                                                        
26: R35         Equipment Under Operating Leases, Net (Narrative)   HTML     34K 
                (Details)                                                        
50: R36         Equipment Under Operating Leases, Net (Investment   HTML     40K 
                in Leases) (Details)                                             
71: R37         Equipment Under Operating Leases, Net (Property on  HTML     60K 
                Operating Leases) (Details)                                      
36: R38         Equipment Under Operating Leases, Net (Future       HTML     35K 
                Minimum Lease Payments Receivable) (Details)                     
23: R39         Equipment Under Operating Leases, Net (Schedule of  HTML     47K 
                Useful Lives of Lease Assets) (Details)                          
42: R40         Allowance for Credit Losses (Activity in Allowance  HTML     34K 
                for Doubtful Accounts) (Details)                                 
19: R41         Allowance for Credit Losses (Financing Receivables  HTML     27K 
                by Credit Quality Indicator and by Class)                        
                (Details)                                                        
56: R42         Allowance for Credit Losses (Net Investment in      HTML     27K 
                Financing Receivables by Age) (Details)                          
60: R43         Related Party Transactions (Managing Member and/or  HTML     29K 
                Affiliates Earned Commissions and Billed for                     
                Reimbursements Pursuant to Operating Agreement)                  
                (Details)                                                        
43: R44         Non-Recourse Debt (Narrative) (Details)             HTML     33K 
20: R45         Non-Recourse Debt (Future Minimum Payments of       HTML     66K 
                Non-Recourse Debt) (Details)                                     
57: R46         Senior Long-Term Debt (Narrative) (Details)         HTML     39K 
61: R47         Borrowing Facilities (Narrative) (Details)          HTML     25K 
44: R48         Commitments (Narrative) (Details)                   HTML     23K 
18: R49         Members' Capital (Narrative) (Details)              HTML     48K 
22: R50         Members' Capital (Distributions to Other Members)   HTML     31K 
                (Details)                                                        
31: R51         Fair Value Measurements (Narrative) (Details)       HTML     29K 
63: R52         Fair Value Measurements (Fair Value, Warrants       HTML     28K 
                Measured on Recurring Basis) (Details)                           
45: R53         Fair Value Measurements (Fair Value, Investment     HTML     27K 
                Securities Measured on Recurring Basis) (Details)                
21: R54         Fair Value Measurements (Fair Value Measurement of  HTML     28K 
                Impaired Assets at Fair Value on Non-Recurring                   
                Basis) (Details)                                                 
30: R55         Fair Value Measurements (Summary of Valuation       HTML     62K 
                Techniques and Significant Unobservable Inputs                   
                Used) (Details)                                                  
62: R56         Fair Value Measurements (Estimated Fair Values of   HTML     51K 
                Financial Instruments) (Details)                                 
53: XML         IDEA XML File -- Filing Summary                      XML    130K 
14: EXCEL       IDEA Workbook of Financial Reports                  XLSX     75K 
 8: EX-101.INS  XBRL Instance -- atel-20191231                       XML   2.08M 
10: EX-101.CAL  XBRL Calculations -- atel-20191231_cal               XML    184K 
11: EX-101.DEF  XBRL Definitions -- atel-20191231_def                XML    421K 
12: EX-101.LAB  XBRL Labels -- atel-20191231_lab                     XML    874K 
13: EX-101.PRE  XBRL Presentations -- atel-20191231_pre              XML    739K 
 9: EX-101.SCH  XBRL Schema -- atel-20191231                         XSD    167K 
65: ZIP         XBRL Zipped Folder -- 0001558370-20-003159-xbrl      Zip    144K 


‘10-K’   —   Annual Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Report of Independent Registered Public Accounting Firm
"Balance Sheets at December 31, 2019 and 2018
"Statements of Operations for the years ended December 31, 2019 and 2018
"Statements of Changes in Members' Capital for the years ended December 31, 2019 and 2018
"Statements of Cash Flows for the years ended December 31, 2019 and 2018
"Notes to Financial Statements

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  atel14_Current_Folio_10K  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒              Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the year ended December 31, 2019

☐         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from        to

 

Commission File number 000‑54356

ATEL 14, LLC

(Exact name of registrant as specified in its charter)

California

26‑4695354

(State or other jurisdiction of 
incorporation or organization)

(I. R. S. Employer 
Identification No.)

 

The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111

(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 Liability Company Units

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

N/A

 

N/A

 

N/A

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b‑2 of the Exchange Act. (Check one):

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer 

Smaller reporting company 

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of voting stock held by non-affiliates of the registrant: Not applicable

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b‑2 of the Exchange Act.) Not applicable

The number of Limited Liability Company Units outstanding as of February 29, 2020 was 8,246,919.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

 

PART I

Item 1. BUSINESS

General Development of Business 

ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. Prior to May 9, 2011, the Manager was named ATEL Associates 14, LLC. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 6, 2011.

As of December 31, 2019, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $83.5 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 8,246,919 Units were issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by the ATEL 14, LLC amended and restated limited liability company operating agreement dated October 7, 2009 (the “Operating Agreement”). On January 1, 2018, the Company commenced liquidation phase activities pursuant to the guidelines of the operating agreement.

Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6 to the financial statements included in Item 8 of this report). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of the Managing Member.

Narrative Description of Business 

The Company had acquired various types of new and used equipment subject to leases and made loans secured by equipment acquired by its borrowers. The Company’s primary investment objective was to acquire investments primarily in low-technology, low-obsolescence equipment such as the core operating equipment used by companies in the manufacturing, mining and transportation industries. A portion of the portfolio included some more technology-dependent equipment such as certain types of communications equipment, medical equipment, manufacturing equipment and office equipment. The Company sought equipment or financing of equipment and business involving “green technologies” such as those involved in the following activities: materials recycling, water purification, sewage treatment pollution radiation, gas and other emission treatment, solid waste management, renewable energy generation, as well as many other similar industries and activities.

2

 

The Company only purchases equipment under pre-existing leases or for which a lease was entered into concurrently at the time of the purchase. Through December 31, 2019, the Company had purchased equipment with a total acquisition price of $93.4 million. The Company had also funded investments in notes receivable totaling $12.2 million through December 31, 2019.  

As of the date of the final commitment of its proceeds from the sale of Units, the Company’s objective was to have at least 75% of its investment portfolio (by cost) consist of equipment leased to lessees that the Manager deems to be high quality corporate credits and/or leases guaranteed by such high quality corporate credits. High quality corporate credits were lessees or guarantors who had a credit rating by Moody’s Investors Service, Inc. of “Baa3” or better, or the credit equivalent as determined by the Manager, or were public and private corporations with substantial revenues and histories of profitable operations, as well as established hospitals with histories of profitability or municipalities. The remaining 25% of the initial investment portfolio could include equipment lease transactions, real property single tenant net leases and other debt or equity financing for companies which, although deemed creditworthy by the Manager, would not satisfy the specific credit criteria for the portfolio described above. Included in this 25% of the portfolio may be growth capital financing investments. No more than 20% of the initial portfolio, by cost, consisted of these growth capital financing investments and no more than 20% of the portfolio, by cost, consisted of real estate investments. The Company’s objective was to invest approximately 25% of its capital in assets that involved “green” technologies or applications as discussed above.

The equipment financing 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 that vary widely depending on the type of financing, the lease or loan term and type of equipment. The ability of the Company to keep the equipment leased and the terms of purchase, lease and sale of equipment depends on various factors (many of which neither the Managing Member nor the Company can control), 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 Managing Member will use its best efforts to diversify lessees by geography and industry and to maintain an appropriate balance and diversity in the types of equipment acquired and the types of leases entered into by the Company, and will apply the following policies: (i) The Managing Member will seek to limit the amount invested in equipment or property leased to any single lessee to not more than 20% of the aggregate purchase price of investments as of the final commitment of net offering proceeds; (ii) in no event will the Company’s equity equipment under operating leases or property leased to a single lessee exceed an amount equal to 20% of the maximum capital from the sale of Units (or $30,000,000); and (iii) the Managing Member will seek to invest not more than 20% of the aggregate purchase price of equipment in equipment acquired from a single manufacturer. However, this last limitation is a general guideline only, and the Company may acquire equipment from a single manufacturer in excess of the stated percentage during the offering period and before the offering proceeds are fully invested, or if the Managing Member deems such a course of action to be in the Company’s best interest.

The primary geographic region in which the Company seeks leasing opportunities is North America. All of the Company’s current operating revenues and long-lived assets relate to customers domiciled in North America.

The business of the Company is not seasonal. The Company has no full time employees. Employees of the Managing Member and affiliates provide the services the Company requires to effectively operate. The cost of these services is reimbursed by the Company to the Managing Member and affiliates per the Operating Agreement.

For further information, refer to the financial statements and footnotes.

3

 

Equipment Leasing Activities 

The Company had acquired a diversified portfolio of equipment. The equipment, all currently located in the US, had been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Company through December 31, 2019 and the industries to which the assets had been leased (dollars in thousands):

 

 

 

 

 

 

 

 

    

Purchase Price

    

Percentage of

 

 

 

Excluding

 

Total

 

Asset Types

 

Acquisition Fees

 

Acquisitions

 

Transportation, rail

 

$

22,217

 

23.80

%

Marine

 

 

19,410

 

20.79

%

Manufacturing

 

 

12,995

 

13.92

%

Materials handling

 

 

12,994

 

13.92

%

Transportation

 

 

8,148

 

8.73

%

Construction

 

 

5,835

 

6.25

%

Mining

 

 

4,830

 

5.17

%

Research

 

 

4,766

 

5.11

%

Other

 

 

2,159

 

2.31

%

 

 

$

93,354

 

100.00

%

 

 

 

 

 

 

 

 

 

    

Purchase Price

    

Percentage of

 

 

 

Excluding

 

Total

 

Industry of Lessee

 

Acquisition Fees

 

Acquisitions

 

Manufacturing

 

$

29,009

 

31.07

%

Natural gas

 

 

24,240

 

25.97

%

Wholesale, nondurable goods

 

 

8,910

 

9.54

%

Agriculture

 

 

8,743

 

9.37

%

Food products

 

 

4,651

 

4.98

%

Transportation, rail

 

 

4,220

 

4.52

%

Construction

 

 

2,348

 

2.52

%

Utilities

 

 

2,124

 

2.28

%

Retail

 

 

1,717

 

1.84

%

Lumber/Wood products

 

 

1,470

 

1.57

%

Waste recycling

 

 

1,227

 

1.31

%

Apparel/Accessories

 

 

940

 

1.01

%

Other

 

 

3,755

 

4.02

%

 

 

$

93,354

 

100.00

%

 

From inception to December 31, 2019, the Company had disposed of certain leased assets as set forth below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

Original

    

 

 

    

 

 

 

 

Equipment Cost

 

 

 

 

 

 

 

 

Excluding

 

 

 

 

 

 

Asset Types

 

Acquisition Fees

 

Sale Price

 

Gross Rents

Transportation, rail

 

$

13,945

 

$

9,047

 

$

11,654

Materials handling

 

 

12,612

 

 

3,174

 

 

13,094

Manufacturing

 

 

7,704

 

 

4,447

 

 

3,980

Mining

 

 

4,830

 

 

3,185

 

 

4,202

Construction

 

 

4,778

 

 

1,671

 

 

4,788

Research

 

 

2,516

 

 

760

 

 

2,097

Transportation, other

 

 

7,184

 

 

1,471

 

 

7,458

Other

 

 

1,427

 

 

181

 

 

1,674

 

 

$

54,996

 

$

23,936

 

$

48,947

 

4

 

For further information regarding the Company’s equipment lease portfolio as of December 31, 2019, see Note 4 to the financial statements, Equipment under operating leases, net, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

 

Notes Receivable Activities 

The Company financed assets in diverse industries. The following tables set forth the types of assets financed by the Company through December 31, 2019 and the industries to which the assets had been financed (dollars in thousands):

 

 

 

 

 

 

 

 

    

Amount Financed

    

Percentage of

 

 

 

Excluding

 

Total

 

Asset Types

 

Acquisition Fees

 

Fundings

 

Computer equipment

 

$

2,905

 

23.78

%

Manufacturing

 

 

2,496

 

20.43

%

Research

 

 

1,807

 

14.79

%

Vending equipment

 

 

1,000

 

8.19

%

Furniture & fixtures

 

 

700

 

5.73

%

Chemical processing

 

 

300

 

2.46

%

Other

 

 

3,007

 

24.62

%

 

 

$

12,215

 

100.00

%

 

 

 

 

 

 

 

 

 

    

Amount Financed

    

Percentage of

 

 

 

Excluding

 

Total

 

Industry of Borrower

 

Acquisition Fees

 

Fundings

 

Manufacturing

 

$

3,950

 

32.34

%

Business services

 

 

2,594

 

21.24

%

Electronics

 

 

1,767

 

14.47

%

Internet Services

 

 

1,097

 

8.98

%

Refuse systems

 

 

1,000

 

8.19

%

Chemicals/Allied products

 

 

946

 

7.74

%

Health services

 

 

500

 

4.09

%

Lab equipment

 

 

361

 

2.95

%

 

 

$

12,215

 

100.00

%

 

From inception to December 31, 2019, assets financed by the Company that were associated with terminated notes receivable were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

    

Amount Financed

    

Early

    

 

 

 

 

Excluding

 

Termination

 

Total Payments

Asset Types

 

Acquisition Fees

 

of Notes Proceeds

 

Received

Computer equipment

 

$

2,906

 

$

752

 

$

2,770

Manufacturing

 

 

2,196

 

 

390

 

 

2,349

Research

 

 

1,807

 

 

1,016

 

 

1,136

Furniture & fixtures

 

 

1,024

 

 

183

 

 

1,107

Vending equipment

 

 

1,000

 

 

855

 

 

351

Chemical processing

 

 

300

 

 

 —

 

 

385

Other

 

 

1,782

 

 

814

 

 

1,251

 

 

$

11,015

 

$

4,010

 

$

9,349

 

Item 2. PROPERTIES

The Company does not own or lease any real property, plant or material physical properties other than the equipment held for lease as set forth in Item 1.

5

 

Item 3. LEGAL PROCEEDINGS

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Company. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Company’s financial position or results of operations. No material legal proceedings are currently pending against the Company or against any of its assets.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

6

 

PART II

Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information 

There are certain material conditions and restrictions on the transfer of Units imposed by the terms of the Operating Agreement. Consequently, there is no public market for Units and it is not anticipated that a public market for Units will develop. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.

Fund Valuation 

Background to Fund Valuation

The Financial Industry Regulatory Authority (“FINRA”), in conjunction with the Securities and Exchange Commission (“SEC”) updated rules for the presentation of account statement values relative to pricing of Direct Placement Program (“DPP”) shares. Under FINRA Notice 15-02 (the “Notice”) the SEC approved amendments to National Association of Securities Dealers (“NASD”) Rule 2340, Customer Account Statements, and FINRA rule 2310, which address a FINRA member firm’s participation in a public offering of a DPP. In summary, the amendments require a FINRA member firm to include in the account statements for customers holding DPP securities a per share value for the DPP. This per share value must be prepared by, or with the material assistance or confirmation of, a third-party valuation expert or service. The results of this valuation must be disclosed in the issuer’s reports filed under the Securities Exchange Act of 1934. A valuation in compliance with the Notice must be undertaken and published on at least an annual basis.

The effective date of the Notice was April 11, 2016.  

Methodologies

Broker dealers are required to provide a per share estimated value on the customer account statements for each non-listed DPP security held by their customers. Such estimated value must have been developed in a manner reasonably designed to provide a reliable value. Two valuation methodologies have been defined by FINRA, which by such designation are presumed to be reliable.

Net Investment Methodology

The amendments to NASD Rule 2340(c)(1)(A) require “net investment” to be based on the “amount available for investment” percentage disclosed in the “Estimated Use of Proceeds” section of the issuer’s offering prospectus. In essence, such value is equal to the offering price less selling commissions, other offering and organization expenses, and capital reserves. This method may be used for up to 150 days following the second anniversary of a Fund breaking escrow.

Appraised Value Methodology

As amended, Rule NASD 2340(c)(1)(B) requires that the per share estimated value disclosed in an issuer’s most recent periodic or current report be based upon an appraisal of the assets and liabilities of the program by, or with the material assistance or confirmation of, a third-party valuation expert or service, in conformity with standard industry valuation practice as it relates to both the aforementioned assets and liabilities. No later than 150 days following the second anniversary of the issuer’s break of escrow for its minimum offering, this methodology must be used to establish the required estimated values.

Unit Valuation

The per Unit valuation estimate for ATEL 14, LLC has been conducted, and the results disclosed herein, in compliance with the mandates of the Notice.

7

 

For ATEL 14, LLC, its estimated value per Unit reflects the Manager’s estimate of current portfolio valuation of all assets and liabilities of the Fund, calculated on a per Unit basis, and as such, does not represent a market value for the Units and may not accurately reflect the value of the Fund Units to the Unit holders if held over time to Fund maturity.

In connection with any estimate of per Unit value, Unit holders and all parties are reminded that no public market for the Units exists. Additionally, in order to preserve the Fund’s pass-through status for federal income tax purposes, the Fund will not permit a secondary market or the substantial equivalent of a secondary market for the Units. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.

The estimate of per Unit value does not take into account any extraordinary potential future business activity of the Fund; rather the valuation represents a snapshot view of the Fund’s portfolio as of the valuation date. In addition, the Fund does not include any analysis of the distributions that have already been paid by the Fund, nor the anticipated returns to Unit holder over the full course of the Fund life cycle, which will be dependent on many factors.

Disclosure

The estimated value per Unit reported in this Form 10-K has been calculated using the “Appraised Value Methodology” described above under “Methodologies” above, as of December 31, 2019.

ATEL 14, LLC, will satisfy the disclosure requirements for providing estimated per Unit values pursuant to the Notice as follows:

For these disclosures, subsequent to the Fund’s initial compliance with FINRA 15-02, annual disclosures of estimated per Unit values, through the termination of the Fund, will be accomplished and included on an annual basis in a document filed with the Securities and Exchange Commission available to the public.

Specifics Underlying Valuation Methodology:

Notes and Explanation of Valuation Components and Calculation

A.

Fund Assets and Liabilities (other than as specifically identified below):  The estimated values for non-interest bearing items such as current assets and liabilities are assumed to equal their reported GAAP balances as an appropriate approximation of their fair values. Debt (interest bearing) is assumed to equal the fair values of the debt as disclosed in the footnotes of the financial statements.

B.

Equipment under Operating Leases (net of fees and expenses):  The estimated values for Equipment under Operating Leases are based on calculating the present value of the projected future cash flows. Projected future cash flows include both the remaining contractual lease payments, plus assumptions on lease renewals and sale value of the residuals. Projected future cash flows are net of projected future fees and expenses including.

Ÿ

management fees applicable for the Fund (4.00% of revenue)

 

Ÿ

carried interest applicable for the Fund (7.50% of distributions)

Ÿ

operating expenses which are assumed to be 3% of original equipment costs for the Fund

 

Projected future cash flows have been discounted back to present value at discount rates based on like-term U.S. Treasury yields (as of the valuation date) plus a 400 basis point spread, to account for the credit risk differentials between the instrument being valued and U.S. Treasury security yields.

Residual values assumptions used in the cash flow projections are as follows:

For On-Lease and Month-to-Month Lease:  Considers realized residual as a percent of book residual of 166%, based on ATEL’s historical track record as of December 31, 2019.

8

 

For Off-Lease:  Assumes current fair market value of off-lease equipment based on estimates from ATEL’s seasoned Asset Management Group.

Special Situation Leases:  The valuation of certain leases has been performed outside of the above noted protocol based upon specific lease assumptions different than the macro assumptions above, due to the specific situations of those leases.

C.

Investments in Notes Receivable:  The estimated values for Investments in Notes Receivable are estimated based upon various methodologies deployed by financial and credit management including, but not limited to, credit analysis, third party appraisal and/or discounted cash flow analysis based upon current market value techniques and market rates for similar types of lending arrangements, which may consider adjustments for impaired loans as deemed necessary.

D.

Investments in Securities:  The estimated values for Investments in Securities have been based on the estimated net book value as of the valuation date (with impairment adjustments), plus any unrealized gain on equity. The unrealized gain on equity is based on either: a) the most recent round of financing, b) the most recent 409A valuation provided by the underlying companies of the warrants, or c) the Manager’s estimate of the company valuations based on all available information, including company financials, company valuation reports, public press releases, and other sources.

E.

Warrants Outstanding:  The estimated values for Warrants Outstanding considers the reported GAAP balances to be an appropriate approximation of their fair values.

F.

Accrued distributions: Accrued distributions, which are payable to the Unit holders have been removed from the balance sheet liability section because they are not a liability to a third party.

ATEL 14, LLC Unit Valuation

The Manager’s estimated per Unit value of ATEL 14, LLC at December 31, 2019 as determined, and derived under the guidelines of the Appraised Value Methodology, and pursuant to the above specific enumerated component valuation methodologies and calculations, equals $2.27. An independent national public accounting firm with valuation expertise was retained to examine, attest and confirm ATEL 14, LLC’s per Unit valuation and its component methodologies and calculation as it relates to compliance with the regulatory mandate defined in the Notice. In this regard, they examined the components of the valuation methodologies and determined them to be reasonable and within industry standards. Other component attributes, including the bases and related key assumptions of the calculation were tested for their completeness, underlying documentation support and mathematical accuracy. Upon completion of their efforts, their attestation report confirmed that the per unit valuation of ATEL 14, LLC, and the related notes, in all material respects, was based upon industry practice as described in the Manager’s valuation approach.

Disclaimer

The foregoing Fund per Unit valuation has been performed solely for the purpose of providing an estimated value per Unit in accordance with a regulatory mandate, in order to provide the broker dealer and custodian community with a valuation on a reasonable and attested basis for use in assigning an estimation of a Unit holder’s account value. Any report or disclosure of such estimated per Unit valuation is to be accompanied by statements that the value does not represent an estimate of the amount a Unit holder would receive if the Unit holder were to seek to sell the Units, and that the Fund intends to liquidate its assets in the ordinary course of its business and over the Fund’s term. Further, each statement of the Fund’s estimated per Unit valuation is to be accompanied by a disclosure that there can be no assurance as to (1) when the Fund will be fully liquidated, (2) the amount the Fund may actually receive if and when the Fund seeks to liquidate its assets, (3) the amount of lease or loan payments the Fund will actually receive over the remaining term, (4) the amount of asset disposition proceeds the Fund will actually receive over the remaining term, and (5) the amounts that may actually be received in distributions by Unit holders over the course of the remaining term.

9

 

Distributions 

The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of December 2009. The monthly distributions were discontinued in 2018 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Managing Member. A special distribution was paid in June 2019.

Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the ATEL 14, LLC Prospectus dated October 7, 2009 (“Prospectus”) under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets. 

The following table summarizes distribution activity for the Fund from inception through December 31, 2019 (in thousands except for Units and Per Unit Data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

    

 

    

    

    

    

 

    

    

    

    

 

    

    

    

Total

 

Weighted

 

 

 

 

Return of

 

 

 

Distribution

 

 

 

Total

 

 

 

Distribution

 

Average Units

Distribution Period (1)

    

Paid

    

Capital

    

 

    

of Income

    

 

    

Distribution

    

 

    

per Unit (2)

    

Outstanding (3)

Monthly and quarterly distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oct 2009 - Feb 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Distribution of escrow interest)

 

Jan - Mar 2010  

 

$

 —

 

 

 

$

 —

 

 

 

$

 —

 

 

 

$

 —

 

n/a

Dec 2009 - Dec 2010

 

Jan 2010 - Jan 2011  

 

 

2,003

 

 

 

 

 —

 

 

 

 

2,003

 

 

 

 

0.90

 

2,214,171

Jan 2011 - Nov 2011

 

Feb - Dec 2011  

 

 

4,855

 

 

 

 

 —

 

 

 

 

4,855

 

 

 

 

0.87

 

5,597,722

Dec 2011 - Nov 2012

 

Jan - Dec 2012  

 

 

7,562

 

 

 

 

 —

 

 

 

 

7,562

 

 

 

 

0.90

 

8,400,238

Dec 2012 - Nov 2013

 

Jan - Dec 2013  

 

 

7,550

 

 

 

 

 —

 

 

 

 

7,550

 

 

 

 

0.90

 

8,389,923

Dec 2013 - Nov 2014

 

Jan - Dec 2014  

 

 

7,548

 

 

 

 

 —

 

 

 

 

7,548

 

 

 

 

0.90

 

8,386,015

Dec 2014 - Nov 2015

 

Jan - Dec 2015

 

 

7,535

 

 

 

 

 —

 

 

 

 

7,535

 

 

 

 

0.90

 

8,378,495

Dec 2015 - Nov 2016

 

Jan - Dec 2016

 

 

7,507

 

 

 

 

 —

 

 

 

 

7,507

 

 

 

 

0.90

 

8,355,428

Dec 2016 – Nov 2017

 

Jan - Dec 2017

 

 

7,429

 

  

 

 

 —

 

 

 

 

7,429

 

 

 

 

0.90

 

8,293,381

Oct 2017 – Jan 2018

 

Jan - Jun 2018

 

 

 5

 

 

 

 

 —

 

 

 

 

 5

 

 

 

 

 —

 

8,266,986

Dec 2017 – Feb 2018

 

Jan - Jun 2018

 

 

797

 

 

 

 

 —

 

 

 

 

797

 

 

 

 

0.10

 

8,260,392

Jan 2017 – Jan 2018

 

Jan - Dec 2018

 

 

 7

 

 

 

 

 —

 

 

 

 

 7

 

 

 

 

 —

 

8,286,793

Jan 2019 – Dec 2019

 

Feb - Jun  2019

 

 

2,063

 

 

 

 

 —

 

 

 

 

2,063

 

 

 

 

0.25

 

8,246,919

 

 

  

 

$

54,861

 

 

 

$

 —

 

 

 

$

54,861

 

 

 

$

7.52

 

  

Source of distributions

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease and loan payments received

 

 

 

$

54,861

 

100.00

% 

$

 —

 

0.00

% 

$

54,861

 

100.00

% 

 

 

 

 

Interest income

 

 

 

 

 —

 

0.00

% 

 

 —

 

0.00

% 

 

 —

 

0.00

% 

 

 

 

 

Debt against non-cancellable firm term payments on leases and loans

 

 

 

 

 —

 

0.00

% 

 

 —

 

0.00

% 

 

 —

 

0.00

% 

 

 

 

 

 

 

 

 

$

54,861

 

100.00

% 

$

 —

 

0.00

% 

$

54,861

 

100.00

% 

 

 

 

 


(1)

Investors may elect to receive their distributions either monthly or quarterly. See “Timing and Method of Distributions” on Page 67 of the Prospectus.

(2)

Total distributions per Unit represents the per Unit distributions rate for those units which were outstanding for all of the applicable period.

(3)

Balances shown represent weighted average units for the year ended December 31, 2013, periods from March 6 – November 30, 2014, December 1, 2014 – November 30, 2015, December 31, 2015 - November 30, 2016, December 1, 2016 – November 30, 2017, October 1, 2017January 31, 2018, December 1, 2017February 28, 2018, January 1, 2017 - January 31, 2018 and January 1, 2019December 31, 2019, respectively.

10

 

Item 6.  SELECTED FINANCIAL DATA

 

A smaller reporting company is not required to present selected financial data in accordance with item 301(c) of Regulation S-K.

Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Statements contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-K, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Company’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-K. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events, other than as required by law.

Overview 

ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 6, 2011 with a total of 8,402,515 Units subscribed, representing contributions, net of rescissions and repurchases, approximating $83.5 million. As of December 31, 2019, 8,246,919 Units were issued and outstanding.

During 2011, the Company completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Company has reinvested cash flow in excess of certain amounts required to be distributed to the Other Members and/or utilized its credit facilities to acquire additional equipment. Throughout the Reinvestment Period, which ended December 31, 2019, the Company continued reinvestment of cash flow in excess of minimum distributions and other obligations. The Company is governed by its Limited Liability Company Operating Agreement (“Operating Agreement”), as amended. On January 1, 2018, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement.

The Company may continue until December 31, 2030. Periodic distributions are paid at the discretion of the Managing Member.

11

 

Results of Operations

It is the Company’s objective to maintain a 100% utilization rate for all equipment purchased in any given year. All equipment transactions are acquired subject to binding lease commitments, so equipment utilization is expected to remain high during the funding period and throughout the reinvestment stage. Initial lease terms of these leases are generally from 36 to 84 months, and as they expire, the Company will attempt to re-lease or sell the equipment. All of the Company’s equipment on lease was purchased in the years 2009 through 2015. The utilization percentage of existing assets under lease was 56% and 84% at December 31, 2019 and 2018, respectively.

Cost reimbursements to the Managing Member and/or affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred.

Results of Operations

The fund had a net loss of $415 thousand for 2019 and net income $1.4 million for 2018.

Total revenues were $4.1 million for 2019 and $6.8 million for the 2018. Such revenues were from operating lease rents, gains on sales of operating lease assets and income from deferred maintenance fees.

Operating lease rents were $3.3 million for 2019 and $6.3 million for 2018. Compared to 2018, the decline in revenue in 2019 is indicative of a Fund in its liquidating stage, where lease assets are sold as lease commitments end. Equipment sold during 2019 represented 26% of the 2018 year-end portfolio.

Gains on the sale of operating lease assets were $203 thousand and $217 thousand for 2019 and 2018, respectively. Income from deferred maintenance totaled $479 thousand for 2019 and $155 thousand for 2018.

Total operating expenses were $4.5 million and $5.3 million for 2019 and 2018, respectively. The main components of such operating expenses were depreciation, impairment of operating lease assets, cost reimbursements to the Managing Member and/or affiliates, taxes on income and franchise fees, and professional fees and outside services.

Combined, depreciation and impairment of operating lease assets totaled $2.9 million for 2019 and $3.2 million for 2018. These amounts include impairment to residual values of both on-lease and off-lease equipment subsequent to the expiration of the respective lease contracts. Such impairment totaled $801 thousand and $4 thousand for 2019 and 2018, respectively.

Cost reimbursements to the Managing Member and/or affiliates of $497 thousand and $721 thousand were recorded for 2019 and 2018, respectively. This decreasing amount is consistent with a fund in its liquidating stage and is reflective of consistent baseline allocations of common costs among the Fund and its affiliates.

Capital Resources and Liquidity 

At December 31, 2019 and 2018, the Company’s cash and cash equivalents totaled $2.8 million and $1.1 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The Company currently believes it has adequate reserves available to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements.

12

 

Cash Flows

The following table sets forth summary cash flow data (in thousands):

 

 

 

 

 

 

 

 

    

2019

    

2018

Net cash provided by (used in):

 

 

  

 

 

  

Operating activities

 

$

1,899

 

$

4,048

Investing activities

 

 

2,346

 

 

621

Financing activities

 

 

(2,470)

 

 

(4,879)

Net increase (decrease) in cash and cash equivalents

 

$

1,775

 

$

(210)

 

During 2019 and 2018, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts, funding from new non-recourse debt borrowings and investments in notes receivable. The Company also received  $2.3 million and $590 thousand of proceeds from sales of lease assets and early termination of notes receivable during the respective years ended December 31, 2019 and 2018. New non-recourse debt borrowings for the year totaled $4.6 million. There were no such borrowings in 2018.

During the same comparative years, cash was primarily used to make distributions, and to repay borrowings under non-recourse debt and the credit facility. Distributions paid to the Other Members and the Managing Member amounted to $2.2 million and $875 thousand during the years ended December 31, 2019 and 2018, respectively. During 2019 and 2018, cash payments made to reduce non-recourse debt totaled $1.6 million and $3.2 million, respectively; while $1.2 million and $750 thousand of cash was used to repay borrowings under the credit facility.  In addition, during 2019, the $2.1 million senior long-term debt was paid off in full, see note 8 on page 32 for further details.

During the same comparative years, cash was also used to pay invoices related to management fees and expenses, and other payables.

Revolving credit facility

From June 15, 2010, the Company had participated with ATEL Capital Group and certain subsidiaries and affiliated funds in a $75 million revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions as lenders. The Credit Facility was comprised of a working capital facility, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”), the Company and affiliates, and a venture facility. This facility was re-negotiated during the fourth quarter of 2019 which resulted in the Company no longer participating in the facility.

 Non-Recourse Long-Term Debt

As of December 31, 2019 and 2018, the Company had non-recourse long-term debt totaling $4 million and $1 million, respectively. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a specific lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.

Senior Long-Term Debt

As of December 31, 2019, the Company had no senior long-term debt. For the year ended December 31, 2018, such debt totaled $2.1 million. This debt was settled in May 2019.

For detailed information on the Company’s debt obligations, see Notes 8 and 9 to the financial statements as set forth in Part II, Item 8, Financial Statements and Supplementary Data.

Distributions

The Company commenced periodic distributions beginning with the month of December 2009. Additional distributions have been consistently made through December 31, 2019. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding the distributions.

13

 

Commitments and Contingencies and Off-Balance Sheet Transactions 

Commitments and Contingencies

At December 31, 2019, there were no commitments to purchase lease assets and fund investments in notes receivable.

Off-Balance Sheet Transactions

None.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 15 through 36.  

14

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Members

ATEL 14, LLC

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ATEL 14, LLC (the “Company”) as of December 31, 2019 and 2018,  the related statements of operations, changes in members’ capital, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Management of the Company’s Managing Member. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/   Moss Adams LLP

San Francisco, California

March 25, 2020

We have served as the Company’s auditor since 2009.

15

 

ATEL 14, LLC

BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

(In Thousands)

 

 

 

 

 

 

 

 

    

2019

    

2018

ASSETS

 

 

  

 

 

  

Cash and cash equivalents

 

$

2,831

 

$

1,056

Accounts receivable, net

 

 

61

 

 

152

Notes receivable, net

 

 

 —

 

 

70

Investment in securities

 

 

99

 

 

112

Warrants, fair value

 

 

271

 

 

229

Equipment under operating leases, net

 

 

14,657

 

 

19,684

Prepaid expenses and other assets

 

 

79

 

 

83

Total assets

 

$

17,998

 

$

21,386

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL

 

 

  

 

 

  

 

 

 

 

 

 

 

Accounts payable and accrued liabilities:

 

 

  

 

 

  

Managing Member

 

$

 —

 

$

 2

Affiliates

 

 

32

 

 

11

Other

 

 

212

 

 

678

Non-recourse debt

 

 

4,022

 

 

996

Senior long-term debt

 

 

 —

 

 

2,068

Credit facility

 

 

 —

 

 

1,200

Unearned operating lease income

 

 

42

 

 

26

Unearned interest income

 

 

 —

 

 

70

Total liabilities

 

 

4,308

 

 

5,051

 

 

 

 

 

 

 

Commitments and contingencies

 

 

  

 

 

  

 

 

 

 

 

 

 

Members’ capital:

 

 

  

 

 

  

Managing Member

 

 

 —

 

 

 —

Other Members

 

 

13,690

 

 

16,335

Total Members’ capital

 

 

13,690

 

 

16,335

Total liabilities and Members’ capital

 

$

17,998

 

$

21,386

 

See accompanying notes.

16

 

ATEL 14, LLC

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands Except for Units and Per Unit Data)

 

 

 

 

 

 

 

 

    

2019

    

2018

Revenues:

 

 

  

 

 

  

Leasing and lending activities:

 

 

  

 

 

  

Operating leases

 

$

3,293

 

$

6,338

Interest on notes receivable

 

 

70

 

 

55

Gain on sales of operating lease assets and early termination of notes receivable

 

 

207

 

 

217

Unrealized gain (loss) on fair value adjustment for warrants

 

 

42

 

 

(3)

Unrealized (loss) gain on fair value adjustment for investments in securities

 

 

(12)

 

 

 6

Other

 

 

478

 

 

159

Total revenues

 

 

4,078

 

 

6,772

 

 

 

 

 

 

 

Expenses:

 

 

  

 

 

  

Depreciation of operating lease assets

 

 

2,085

 

 

3,206

Asset management fees to Managing Member

 

 

161

 

 

280

Cost reimbursements to Managing Member and/or affiliates

 

 

497

 

 

721

Reversal of credit losses

 

 

 —

 

 

(14)

Impairment losses on investment in securities

 

 

 —

 

 

17

Impairment losses on equipment

 

 

801

 

 

 4

Amortization of initial direct costs

 

 

 1

 

 

 6

Interest expense

 

 

139

 

 

221

Professional fees

 

 

191

 

 

136

Outside services

 

 

87

 

 

122

Taxes on income and franchise fees

 

 

109

 

 

91

Bank charges

 

 

 9

 

 

125

Railcar maintenance

 

 

144

 

 

205

Other

 

 

269

 

 

207

Total expenses

 

 

4,493

 

 

5,327

Net (loss) income

 

$

(415)

 

$

1,445

 

 

 

 

 

 

 

Net (loss) income:

 

 

  

 

 

  

Managing Member

 

$

167

 

$

 1

Other Members

 

 

(582)

 

 

1,444

 

 

$

(415)

 

$

1,445

 

 

 

 

 

 

 

Net (loss) income per Limited Liability Company Unit (Other Members)

 

$

(0.05)

 

$

0.18

Weighted average number of Units outstanding

 

 

8,246,919

 

 

8,248,542

 

See accompanying notes.

17

 

ATEL 14, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands Except for Units and Per Unit Data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount

 

 

 

 

 

 

 

Other

 

Managing

 

 

 

 

 

Units

    

Members

 

Member

    

Total

Balance December 31, 2017

 

8,257,599

 

$

14,924

 

$

 —

 

$

14,924

Repurchase of Units

 

(10,680)

 

 

(21)

 

 

 —

 

 

(21)

Distributions to Other Members ($0 per Unit)

 

 —

 

 

(12)

 

 

 —

 

 

(12)

Distributions to Managing Member

 

 —

 

 

 —

 

 

(1)

 

 

(1)

Net income

 

 —

 

 

1,444

 

 

 1

 

 

1,445

Balance December 31, 2018

 

8,246,919

 

$

16,335

 

$

 —

 

$

16,335

Distributions to Other Members ($0.25 per Unit)

 

 —

 

 

(2,063)

 

 

 —

 

 

(2,063)

Distributions to Managing Member

 

 —

 

 

 —

 

 

(167)

 

 

(167)

Net (loss) income

 

 —

 

 

(582)

 

 

167

 

 

(415)

Balance December 31, 2019

 

8,246,919

 

$

13,690

 

$

 —

 

$

13,690

 

See accompanying notes.

18

 

ATEL 14, LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(In Thousands)

 

 

 

 

 

 

 

 

    

2019

    

2018

Operating activities:

 

 

  

 

 

  

Net (loss) income

 

$

(415)

 

$

1,445

Adjustment to reconcile net (loss) income to cash provided by operating activities:

 

 

 

 

 

 

Gain on sales of operating lease assets and early termination of notes receivable

 

 

(207)

 

 

(217)

Depreciation of operating lease assets

 

 

2,085

 

 

3,206

Amortization of initial direct costs

 

 

 1

 

 

 6

Provision (reversal of) credit losses

 

 

 4

 

 

(14)

Impairment losses on investment in securities

 

 

 —

 

 

17

Impairment losses on equipment

 

 

801

 

 

 4

Unrealized (gain) loss on fair value adjustment for warrants

 

 

(42)

 

 

 3

Unrealized loss (gain) on fair value adjustment for marketable securities

 

 

12

 

 

(6)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

87

 

 

(67)

Prepaid expenses and other assets

 

 

 4

 

 

 2

Accounts payable, Managing Member and affiliates

 

 

19

 

 

(203)

Other accounts payable and accruals

 

 

(466)

 

 

(48)

Unearned operating lease income

 

 

16

 

 

(80)

Net cash provided by operating activities

 

 

1,899

 

 

4,048

 

 

 

 

 

 

 

Investing activities:

 

 

  

 

 

  

Purchase of securities

 

 

 —

 

 

(2)

Proceeds from sales of operating lease assets and early termination of notes receivable 

 

 

2,346

 

 

590

Principal payments received on direct financing leases

 

 

 —

 

 

18

Principal payments received on notes receivable

 

 

 —

 

 

15

Net cash provided by investing activities

 

 

2,346

 

 

621

 

 

 

 

 

 

 

Financing activities:

 

 

  

 

 

  

Repayments under non-recourse debt

 

 

(1,596)

 

 

(3,233)

Borrowings under non-recourse debt

 

 

4,624

 

 

 —

Repayments under senior long term debt

 

 

(2,068)

 

 

 —

Repayments under credit facility

 

 

(1,200)

 

 

(750)

Distributions to Other Members

 

 

(2,063)

 

 

(809)

Distributions to Managing Member

 

 

(167)

 

 

(66)

Repurchase of Units

 

 

 —

 

 

(21)

Net cash used in financing activities

 

 

(2,470)

 

 

(4,879)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

1,775

 

 

(210)

Cash and cash equivalents at beginning of year

 

 

1,056

 

 

1,266

Cash and cash equivalents at end of year

 

$

2,831

 

$

1,056

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

  

 

 

  

Cash paid during year for interest

 

$

137

 

$

140

Cash paid during year for taxes

 

$

166

 

$

55

 

See accompanying notes.

 

 

19

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

1.  Organization and Limited Liability Company matters:

ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009  (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. Prior to May 9, 2011, the Manager was named ATEL Associates 14, LLC. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 6, 2011.

As of December 31, 2019, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $83.5 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 8,246,919 Units were issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by the ATEL 14, LLC amended and restated Limited Liability Company Operating Agreement dated October 7, 2009 (the “Operating Agreement”). On January 1, 2018, the Company commenced liquidation phase activities pursuant to the guidelines of the operating agreement.

Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of the Managing Member.

 

2.  Summary of significant accounting policies:

Basis of presentation:

The accompanying balance sheets as of December 31, 2019 and 2018, and the related statements of operations, changes in members’ capital, and cash flows for the years then ended, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. Certain prior year amounts may have been reclassified to conform to the current year presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

20

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after December 31, 2019, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements other than those disclosed in Note 14, Subsequent Events.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.

Use of Estimates:

The preparation of the financial statements in conformity with GAAP 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 the estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.

Accounts receivable:

Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are currently due to the Company. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and the collectability of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating and direct financing lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in noninterest-bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250 thousand. The remainder of the Funds’ cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts and notes receivable represent amounts due from lessees or borrowers in various industries, related to equipment on operating and direct financing leases or notes receivable.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with Accounting Standards Codification (“ASC”) 360-10-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43).

21

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

The Company does not use the equipment held in its portfolio, but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a material reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Company’s quarterly impairment analysis, as described below.  Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.

Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis.

 Notes receivable, unearned interest income and related revenue recognition:

The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports only the net amount of principal due on the balance sheet. The unearned interest is recognized over the term of the note and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Any fees or costs related to notes receivable are recorded as part of the net investment in notes receivable and amortized over the term of the loan.

Allowances for losses on notes receivable are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary. This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.

Notes receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, the related notes may be placed on non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, all payments received are applied only against outstanding principal balances.

22

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

Initial direct costs:

In 2019, with the adoption of Accounting Standards Update (ASU) NO. 2016-02, certain costs associated with the execution of the Company’s leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. In 2018 and prior, the Company capitalized initial direct costs  (“IDC”) associated with the origination and funding of lease assets and investments in notes receivable. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease (or note by note) basis based on actual lease term using a straight-line method for operating leases and the effective interest rate method for direct financing leases and notes receivable. Upon disposal of the underlying lease assets and notes receivable, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.

Acquisition expense:

Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial direct costs, such amounts are expensed as incurred.

Asset valuation:

Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than the net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted future rents from the existing lease contract. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances.

Segment reporting:

The Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.

The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its equipment leasing business operates as one reportable segment because: a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Company has not chosen to organize its business around geographic areas.

23

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

The primary geographic region in which the Company seeks leasing opportunities is North America. For the years ended December 31, 2019 and 2018, and as of December 31, 2019 and 2018,  all of the Company’s  current operating revenues and long-lived assets relate to customers domiciled in the United States.

Investment in securities:

Purchased securities

The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s purchased securities that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. The Company had $99 thousand and $112 thousand of purchased securities at December 31, 2019 and 2018, respectively. There were no impairment adjustments during the year ended December 31, 2019, while $17 thousand was recorded for the 2018 year end. Fair value adjustments of a  $12 thousand unrealized loss and $6 thousand unrealized gain were recorded during 2019 and 2018, respectively.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. The Company recorded unrealized gains of $42 thousand and unrealized losses of $3 thousand on fair value adjustment of its warrants during 2019 and 2018, respectively. The unrealized gain recorded during 2019 increased the estimated fair value of the Company’s portfolio of warrants to $271 thousand at December 31, 2019 from $229 thousand at December 31, 2018.

Unearned operating lease income:

The Company records prepayments on operating leases as a liability under the caption of unearned operating lease income. The liability is recorded when prepayments are received and recognized as operating lease revenue over the period to which the prepayments relate using a straight-line method.

Income Taxes:

The Company is treated as a partnership for federal income tax purposes. Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Company has provided current franchise income taxes for only those states which levy income taxes on partnerships. For the years ended December 31, 2019 and 2018, the related provision for state income taxes was approximately $109 thousand and $91 thousand, respectively. The Company does not have any entity level uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is generally subject to examination by U.S. federal (or state and local) income tax authorities for three years from the filing of a tax return.

The tax bases of the Company’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2019 and 2018 as follows (in thousands):

 

 

 

 

 

 

 

 

    

2019

    

2018

Financial statement basis of net assets

 

$

13,690

 

$

16,335

Tax basis of net assets (unaudited)

 

 

20,857

 

 

21,179

Difference

 

$

(7,167)

 

$

(4,844)

 

The primary differences between the tax bases of net assets and the amounts recorded in the financial statements are the result of differences in accounting for syndication costs and differences between the depreciation methods used in the financial statements and the Company’s tax returns.

24

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

The following reconciles the net income reported in these financial statements to the income reported on the Company’s federal tax return (unaudited) for the years ended December 31, 2019 and 2018 (in thousands):

 

 

 

 

 

 

 

 

    

2019

    

2018

Net income per financial statements

 

$

(415)

 

$

1,445

Tax adjustments (unaudited):

 

 

 

 

 

  

Adjustment to depreciation expense

 

 

(473)

 

 

70

Provision for losses and doubtful accounts

 

 

 3

 

 

 2

Adjustments to (expenses) revenues

 

 

(13)

 

 

(65)

Adjustments to gain on sales of assets

 

 

2,021

 

 

314

Other

 

 

785

 

 

46

Income per federal tax return (unaudited)

 

$

1,908

 

$

1,812

 

Per Unit data:

Net income (loss) and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the year.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU, No. 2016-02, Leases. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors. In March 2019, the FASB issued ASU No. 2019-01, Leases: Codification Improvements. Collectively referred to hereafter as ASU No. 2016-02, these standards set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract to control an asset (i.e., lessees and lessors). The Company does not have any non-cancelable leases where it is a lessee.

 

ASU No. 2016-02 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. These standards were effective as of January 1, 2019. Upon adoption, the Company applied the package of practical expedients that has allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, the Company applied the optional transition method in ASU No. 2018-11, which has allowed the Company to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the adoption period, although the Company did not have an adjustment. Additionally, the Company’s leases met the criteria in ASU No. 2018-11 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard.

 

The adoption of ASU No. 2016-02 and the related improvements did not have a material impact in the Company’s financial statements. Upon adoption, (i) amounts previously recognized as lessee reimbursements and other income, for the year ended 2019, have been classified as lease or financing income, (ii) allowances for bad debts are now recognized as a direct reduction of operating lease income, and (iii) certain costs associated with the execution of the Company’s leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. Subsequent to January 1, 2019, provisions for credit losses relating to operating leases are now included in lease income in the Company’s financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in operating expenses in our financial statements and prior periods are not reclassified to conform to the current presentation.

 

25

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

 

In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). The new standard clarifies certain aspects of the new current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to the Companies note receivables and direct financing leases, if any. The effective date and transition requirements in this Update are the same as the effective dates and transition requirements in Update 2016-13, as amended by this Update, which is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

 

On August 15, 2019 the FASB issued a proposed ASU that would grant certain companies additional time to implement FASB standards on current expected credit losses (CECL) and hedging. The proposed ASU defers the effective date for CECL to fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years; and defers the effective date for hedging to fiscal periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The ASU was approved on October 16, 2019

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. Management is currently evaluating the impact of this standard on the financial statements and related disclosure requirements.

 

 

26

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

3.  Concentration of credit risk and major customers:

The Company leases equipment to lessees and provides debt financing to borrowers in diversified industries. Leases and notes receivable are subject to the Managing Member’s credit committee review. The leases and notes receivable provide for the return of the equipment to the Company upon default.

As of December 31, 2019 and 2018, there were concentrations (greater than or equal to 10% as a percentage of total equipment cost) of equipment leased to lessees and/or financed for borrowers in certain industries as follows:

 

 

 

 

 

 

 

 

Percentage of

 

 

 

Total Equipment Cost

 

Industry

    

2019

    

2018

 

Natural gas

 

63

%  

46

%

Manufacturing

 

17

%  

17

%

Food products

 

*

%  

11

%


*Less than 10 %

 

During 2019 and 2018, certain lessees and/or financial borrowers generated significant portions (defined as greater than or equal to 10%) of the Company’s total leasing and lending revenues, excluding gains or losses on disposition of assets, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of Total Leasing

 

 

 

 

 

and Lending Revenues

 

Lessee

    

Type of Equipment

    

2019

    

2018

 

Halliburton Overseas Limited

 

Marine vessel

 

37

%  

39

%

The Kansas City Southern Railway Company

 

Transportation, rail

 

20

%  

11

%

GE Aviation

 

Manufacturing

 

*

%  

11

%


*Less than 10 %

 

These percentages are not expected to be comparable in future periods due to anticipated changes in the mix of investments and/or lessees as a result of normal business activities.

 

 

4.  Equipment under Operating Leases, net:

The Company’s equipment under operating leases consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation/

 

 

 

 

 

 

 

 

Reclassifications, 

 

Amortization

 

 

 

 

 

Balance

 

Improvements/ 

 

Expense or

 

Balance

 

 

December 31, 

 

Dispositions and 

 

Amortization

 

December 31, 

 

    

2018

    

Impairment Losses

    

of Leases

    

2019

Equipment under operating leases, net

 

$

17,005

 

$

(3,443)

 

$

(2,085)

 

$

11,477

Assets held for sale or lease, net

 

 

2,677

 

 

1,302

 

 

(799)

 

 

3,180

IDC, net of accumulated amortization of $0 at

  December 31, 2019 and $9 at December 31, 2018

 

 

 2

 

 

(1)

 

 

(1)

 

 

 —

Total

 

$

19,684

 

$

(2,142)

 

$

(2,885)

 

$

14,657

 

Impairment of investments in leases:

The Company recorded $801 thousand and $4 thousand of fair value adjustments during 2019 and 2018, respectively. Upward adjustments for impairments recognized in prior periods are not made in any circumstances.

The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment on operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $2.1 million and $3.2 million for the years ended December 31, 2019 and 2018, respectively.

27

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

IDC amortization expense related to the Company’s operating leases totaled $1 thousand and $6 thousand for the respective years ended December 31, 2019 and 2018.

All of the Company’s lease asset purchases and capital improvements were made during the years from 2009 through 2015.

Operating leases:

Property on operating leases consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance

 

 

 

 

 

 

 

Balance

 

 

December 31, 

 

 

 

 

Reclassifications

 

December 31, 

 

    

2018

    

Additions

    

or Dispositions

    

2019

Marine vessel

 

$

19,410

 

$

 —

 

$

 —

 

$

19,410

Transportation, rail

 

 

5,823

 

 

 —

 

 

(1,813)

 

 

4,010

Transportation

 

 

7,467

 

 

 —

 

 

(7,259)

 

 

208

Manufacturing

 

 

6,317

 

 

 —

 

 

(1,025)

 

 

5,292

Materials handling

 

 

1,399

 

 

 —

 

 

(1,073)

 

 

326

Construction

 

 

919

 

 

 —

 

 

 —

 

 

919

Agriculture

 

 

542

 

 

 —

 

 

 —

 

 

542

Air support equipment

 

 

120

 

 

 —

 

 

(120)

 

 

 —

Other

 

 

83

 

 

 —

 

 

(83)

 

 

 —

 

 

 

42,080

 

 

 —

 

 

(11,373)

 

 

30,707

Less accumulated depreciation

 

 

(25,075)

 

 

(2,085)

 

 

7,930

 

 

(19,230)

Total

 

$

17,005

 

$

(2,085)

 

$

(3,443)

 

$

11,477

 

The average estimated residual value for assets on operating leases was 25% of the assets’ original cost at both December 31, 2019 and 2018, respectively. There were no operating leases in non-accrual status at both December 31, 2019 and 2018.

At December 31, 2019, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

 

 

 

 

 

 

Operating

 

    

Leases

Year ending December 31, 2020

 

$

1,558

2021

 

 

1,266

2022

 

 

1,180

2023

 

 

1,164

2024

 

 

211

 

 

$

5,379

 

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of December 31, 2019 and 2018, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):

 

 

 

Equipment category

    

Useful Life

Transportation, rail

 

35 - 50

Marine vessel

 

20 - 30

Manufacturing

 

10  -15

Agriculture

 

7 - 10

Construction

 

7 - 10

Materials handling

 

7 - 10

Transportation

 

7 - 10

 

 

28

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

5.  Allowance for credit losses:

The Company’s  allowance for credit losses are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for

 

Valuation Adjustments on

 

 

 

 

 

Doubtful

 

Financing

 

 

 

 

 

Accounts

 

Receivables

 

 

 

 

 

Operating

 

Notes

 

Total Allowance

 

    

Leases

    

Receivable

    

for Credit Losses

Balance December 31, 2017

 

$

 —

 

$

15

 

$

15

Provision for (reversal of) credit losses

 

 

 1

 

 

(15)

 

 

(14)

Balance December 31, 2018

 

$

 1

 

$

 —

 

$

 1

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2018

 

$

 1

 

$

 —

 

$

 1

Provision for credit losses

 

 

 4

 

 

 —

 

 

 4

Balance December 31, 2019

 

$

 5

 

$

 —

 

$

 5

 

As of December 31, 2019 and December 31, 2018the Company had no allowances for financing receivables.

The Company evaluates the credit quality of its financing receivables on a scale equivalent to the following quality indicators related to corporate risk profiles:

Pass – Any account whose lessee/debtor, co-lessee/debtor or any guarantor has a credit rating on publicly traded or privately placed debt issues as rated by Moody’s or S&P for either Senior Unsecured debt, Long Term Issuer rating or Issuer rating that are in the tiers of ratings generally recognized by the investment community as constituting an Investment Grade credit rating; or, has been determined by the Manager to be an Investment Grade Equivalent or High Quality Corporate Credit per its Credit Policy or has a Not Rated internal rating by the Manager and the account is not considered by the Chief Credit Officer of the manager to fall into one of the three risk profiles below.

Special Mention – Any traditional corporate type account with potential weaknesses (e.g. large net losses or major industry downturns) or, any growth capital account that has less than three months of cash as of the end of the calendar quarter to fund their continuing operations. These accounts deserve management’s close attention. If left uncorrected, those potential weaknesses may result in deterioration of the Fund’s receivable at some future date.

Substandard – Any account that is inadequately protected by the current worth and paying capacity of the borrower or of the collateral pledged, if any. Accounts that are so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Fund will sustain some loss as the likelihood of fully collecting all receivables may be questionable if the deficiencies are not corrected. Such accounts are on the Manager’s Credit Watch List.

29

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

Doubtful – Any account where the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Accordingly, an account that is so classified is on the Manager’s Credit Watch List, and has been declared in default and the Manager has repossessed, or is attempting to repossess, the equipment it financed. This category includes impaired notes and leases as applicable.

At December 31, 2019the Company had no financing receivables.

At December 31, 2018, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):

 

 

 

 

 

 

 

 

 

Notes Receivable

 

    

2019

    

2018

Pass

 

$

 —

 

$

 —

Special mention

 

 

 —

 

 

70

Substandard

 

 

 —

 

 

 —

Doubtful

 

 

 —

 

 

 —

Total

 

$

 —

 

$

70

 

 

At December 31, 2018, the investment in financing receivables is aged as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded

 

 

 

 

 

 

 

 

Greater

 

 

 

 

 

 

 

Total

 

Investment>90

 

 

31-60 Days

 

61-90 Days

 

Than

 

Total

 

 

 

 

Notes

 

Days and

December 31, 2018

    

Past Due

    

Past Due

    

90 Days

    

Past Due

    

Current

    

Receivables

    

Accruing

Notes receivable

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

70

 

$

70

 

$

 —

 

At December 31, 2019, the Company did not have any notes receivable on non-accrual status.

 

6.  Related party transactions:

The terms of the Operating Agreement provide that the Managing Member and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Company.

The Operating Agreement allows for the reimbursement of costs incurred by the Managing Member and/or affiliates for providing administrative services to the Company. Administrative services provided include Company accounting, investor relations, legal counsel and lease and equipment documentation. The Managing Member is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments.

Each of AFS  and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group, Inc. and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.

Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.

30

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

The Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement, during the years ended December 31, 2019 and 2018 as follows (in thousands):

 

 

 

 

 

 

 

 

    

2019

    

2018

Administrative costs reimbursed to Managing Member and/or affiliates

 

$

497

 

$

721

Asset management fees to Managing Member

 

 

161

 

 

280

 

 

$

658

 

$

1,001

 

The Fund’s Operating Agreement places an annual and cumulative limit for cost reimbursements to AFS and/or its affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent such amounts may be payable if within the annual and cumulative limits in such future years. The Fund is a finite life and self-liquidating entity, and AFS and its affiliates have no recourse against the Fund for the amount of any unpaid excess reimbursable administrative expenses. The Fund will continue to require administrative services from AFS and its affiliates through the end of its term, and will therefore continue to incur reimbursable administrative expenses in each year. The Fund has determined that payment of any amounts in excess of the annual and cumulative limits is not probable, and the date any portion of such amount may be paid, if ever, is uncertain. When the Fund completes its liquidation stage and terminates, any unpaid amount will expire unpaid, with no claim by AFS or its affiliates against any liquidation proceeds or any party for the unpaid balance. As of December 31, 2019 and 2018, the Company has not exceeded the annual and/or cumulative limitations discussed above.

 

7.  Non-recourse debt:

At December 31, 2019, non-recourse debt consists of  a note payable to financial institutions.  Such note is due in monthly installments. Interest on the note is at 3.40% per annum. The note is secured by assignments of lease payments and pledges of assets. At December 31, 2019, gross operating lease rentals totaled approximately $4.3 million; and the carrying value of the pledged assets is $8.4 million. The note matures in 2024.

The non-recourse debt does not contain any material financial covenants. The debt is secured by a specific lien granted by the Company to the non-recourse lender on (and only on) the discounted lease transactions. The lender has recourse only to the following collateral: the leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lender, such as warranties as to genuineness of the transaction parties’ signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the Company’s good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by such industry as being consistent with non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.

Future minimum payments of non-recourse debt are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Principal

    

Interest

    

Total

Year ending December 31, 2020

 

$

914

 

$

123

 

$

1,037

2021

 

 

946

 

 

91

 

 

1,037

2022

 

 

978

 

 

58

 

 

1,036

2023

 

 

1,012

 

 

25

 

 

1,037

2024

 

 

172

 

 

 1

 

 

173

 

 

$

4,022

 

$

298

 

$

4,320

 

 

31

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

8. Senior long-term debt:

As of December 31, 2018, the $2.1 million of senior long-term debt consisted of a note payable to a lender. Such debt was utilized during the fourth quarter of 2013 to partially fund the marine vessel and related bareboat charter purchased by the Fund and its affiliate, ATEL 15, LLC. The note bore interest at a fixed-rate of 3.5% per annum, to accrue in arrears on a monthly basis. On May 20, 2019, a non-recourse note approximating $9.2 million was executed for the Fund and ATEL 15 LLC, the proceeds of which were split equally and were used to pay off the senior long-term debt which was initially used to purchase the marine vessel and related “bareboat charter”. The rate on this new note is 3.4%. The non-recourse promissory note is to be serviced by the cash flows generated under a renewed ‘bareboat charter”.

 

9.  Borrowing facilities:

The Company had participated with the ATEL Capital Group and certain subsidiaries and affiliated funds in a $75 million revolving credit facility with a syndicate of financial institutions as lenders. The Credit Facility was  renegotiated and renewed during the fourth quarter of 2019, and upon the renewal the Company no longer participates in the credit facility.

 

10.  Commitments:

At December 31, 2019, there were no commitments to purchase lease assets and fund investments in notes receivable.

 

11.  Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Company’s similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.

 

12.  Members’ capital:

A total of 8,246,919 Units were issued and outstanding at December 31, 2019 and 2018, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

The Company has the right, exercisable at the Managing Member’s discretion, but not the obligation, to repurchase Units of a Unitholder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Company is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund units is made in accordance with Section 13 of the Amended and Restated Limited Liability Company Operating Agreement. The repurchase would be at the discretion of the Managing Member on terms it determines to be appropriate under given circumstances, in the event that the Managing Member deems such repurchase to be in the best interest of the Company; provided, the Company is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the Unitholder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

 

32

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

The Fund’s net income or net losses are to be allocated 100% to the Members. From the commencement of the Fund until the initial closing date, net income and net loss were allocated 99% to the Managing Member and 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss are to be allocated 92.5% to the Other Members and 7.5% to the Managing Member.

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. The Company commenced periodic distributions in December 2009.

Distributions to the Other Members for the years ended December 31, 2019 and 2018 were as follows (in thousands except Units and per Unit data):

 

 

 

 

 

 

 

 

    

2019

    

2018

Distributions declared

 

$

 2,063

 

$

12

Weighted average number of Units outstanding

 

 

8,246,919

 

 

8,248,542

Weighted average distributions per Unit

 

$

0.25

 

$

0.00

 

 

13. Fair value measurements:

Under applicable accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

At December 31, 2019 and 2018, the Company’s certain investment in securities registered for public sale and warrants were measured on a recurring basis. In addition, certain off-lease equipment deemed impaired were measured at fair value on a non-recurring basis as of December 31, 2019 and 2018.

Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.

The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in equipment, notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.

Such fair value adjustments utilized the following methodology:

33

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, time to maturity, and a risk free interest rate for the term(s) of the warrant exercise(s). As of December 31, 2019 and 2018, the calculated fair value of the Fund’s warrant portfolio approximated $271 thousand and $229 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis for the years ended December 31, 2019 and 2018 and classified as level 3 are as follows (in thousands):

 

 

 

 

 

 

 

 

    

2019

    

2018

Fair value of warrants at beginning of period

 

$

229

 

$

232

Unrealized gain (loss) on fair value adjustment for warrants

 

 

42

 

 

(3)

Fair value of warrants at end of period

 

$

271

 

$

229

 

Investment securities (recurring)

The Company’s investment securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations.

Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital.

The fair value of investment securities that were accounted for on a recurring basis as of the year ended December 31, 2019 and classified as Level 1 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

Fair value of securities at beginning of year

    

$

27

 

$

21

Unrealized (loss) gain on fair value of securities

 

 

(12)

 

 

 6

Fair value of investment securities at end of year

 

$

15

 

$

27

 

Impaired off-lease equipment (non-recurring)

During 2019 and 2018, the Company recorded fair value adjustments totaling $801 thousand and $4 thousand, respectively, to reduce the cost basis of certain off-lease transportation, rail and research equipment.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

December 31, 

 

Estimated

 

Estimated

 

Estimated

 

2019

    

Fair Value

    

Fair Value

    

Fair Value

Assets measured at fair value on a non-recurring basis (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Impaired lease and off-lease equipment

$

104

 

$

 —

 

$

 

 

$

104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

December 31, 

 

Estimated

 

Estimated

 

Estimated

 

2018

    

Fair Value

    

Fair Value

    

Fair Value

Assets measured at fair value on a non-recurring basis (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Impaired lease and off-lease equipment

$

 8

 

$

 —

 

$

 —

 

$

 8

 

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets were classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of such assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market.

34

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at December 31, 2019 and 2018:

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

Valuation

 

Valuation

 

Unobservable

 

Range of

Name

    

Frequency

    

Technique

    

Inputs

    

Input Values

Warrants

 

Recurring

 

Black-Scholes formulation

 

Stock price

 

$0.12 - $12.92

 

 

  

 

  

 

Exercise price

 

$0.10 - $160.05

 

 

  

 

  

 

Time to maturity (in years)

 

0.99 - 6.08

 

 

  

 

  

 

Risk-free interest rate

 

1.58% - 1.73%

 

 

  

 

  

 

Annualized volatility

 

43.92% - 109.07%

 

 

 

 

 

 

 

 

 

Off-lease equipment

 

Non-recurring

 

Market Approach

 

Third Party Agents' Pricing

 

$0 - $8,000

 

 

 

 

 

 

Quotes - per equipment

 

(total of $104,000)

 

 

  

 

  

 

Equipment Condition

 

Poor to Average

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

Valuation

 

Valuation

 

Unobservable

 

Range of

Name

    

Frequency

    

Technique

    

Inputs

    

Input Values

Warrants

 

Recurring

 

Black-Scholes formulation

 

Stock price

 

$0.00 - $9.98

 

 

  

 

  

 

Exercise price

 

$0.1 - $1,000.00

 

 

  

 

  

 

Time to maturity (in years)

 

1.62 - 7.08

 

 

  

 

  

 

Risk-free interest rate

 

2.46% - 2.59%

 

 

  

 

  

 

Annualized volatility

 

47.58% - 91.94%

 

 

 

 

 

 

 

 

 

Off-lease equipment

 

Non-recurring

 

Market Approach

 

Third Party Agents' Pricing

 

$0 - $8,000

 

 

 

 

 

 

Quotes - per equipment

 

(total of $7,550)

 

 

  

 

  

 

Equipment Condition

 

Poor to Average

 

The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.

The Company determines the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash and cash equivalents

The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.

Non-recourse debt and senior long-term debt

The fair value of the Company’s non-recourse and senior long-term debt is estimated using discounted cash flow analyses, based upon current market borrowing rates for similar types of borrowing arrangements.

35

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

Credit facility

Credit facility includes the outstanding amounts on the Company’s credit facility. The carrying amount of these variable rate obligations approximate fair value based on current borrowing rates for similar types of borrowings.

Commitments and Contingencies

Management has determined that no recognition for the fair value of the Company’s loan commitments is necessary because their terms are made on a market rate basis and require borrowers to be in compliance with the Company’s credit requirements at the time of funding.

The fair value of contingent liabilities (or guarantees) is not considered material because management believes there has been no event that has occurred wherein a guarantee liability has been incurred or will likely be incurred.

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at December 31, 2019 and 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2019

 

    

Carrying Value

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Cash and cash equivalents

 

$

2,831

 

$

2,831

 

$

 —

 

$

 —

 

$

2,831

Investment in securities

 

 

15

 

 

15

 

 

 —

 

 

 —

 

 

15

Warrants, fair value

 

 

271

 

 

 —

 

 

 —

 

 

271

 

 

271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Non-recourse debt

 

 

4,022

 

 

 —

 

 

 —

 

 

4,027

 

 

4,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2018

 

    

Carrying Value

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Cash and cash equivalents

 

$

1,056

 

$

1,056

 

$

 —

 

$

 —

 

$

1,056

Notes receivable

 

 

70

 

 

 —

 

 

 —

 

 

63

 

 

63

Investment in securities

 

 

27

 

 

27

 

 

 —

 

 

 —

 

 

27

Warrants, fair value

 

 

229

 

 

 —

 

 

 —

 

 

229

 

 

229

 

 

 

  

 

 

  

 

 

 

 

 

  

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Non-recourse debt

 

 

996

 

 

 —

 

 

 —

 

 

991

 

 

991

Senior long-term debt

 

 

2,068

 

 

 —

 

 

 —

 

 

2,456

 

 

2,456

Acquisition credit facility

 

 

1,200

 

 

 —

 

 

 —

 

 

1,200

 

 

1,200

 

 

 

14.   Subsequent Events:

Subsequent to December 31, 2019, the World Health Organization declared the novel coronavirus outbreak a public health emergency. The Fund’s operations is located in California, which has restricted gatherings of people due to the coronavirus outbreak. At present, the Fund’s operations have not been adversely affected and continues to function effectively. Due to the dynamic nature of these unprecedented circumstances and possible business disruption, the Fund will continue to monitor the situation closely, but given the uncertainty about the situation, an estimate of the future impact, if any, cannot be made at this time.

 

 

36

 

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURES

None.

 

Item 9A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s Chief Executive Officer, and Executive Vice President and Chief Financial and Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a‑15(e)) as of the end of the period covered by this report. Based on the evaluation of the Company’s disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s  rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Management of the Managing Member is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in Exchange Act Rule 13a‑15(f) for the Company, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2019. The internal control process of the Managing Member, as it is applicable to the Company, was designed to provide reasonable assurance to Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:

(1)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that the Company’s receipts and expenditures are being made only in accordance with authorization of the Management of the Managing Member; and

(2)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

All internal control processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Managing Member assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Company, as of December 31, 2019. In making this assessment, it used the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, Management of the Managing Member concluded that the Managing Member’s internal control over financial reporting, as it is applicable to the Company, was effective as of December 31, 2019.

37

 

This annual report does not include an audit of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s  internal control over financial reporting was not subject to audit by the Company’s independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts non-accelerated filers from Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

38

 

PART III

 

Item 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The registrant is a Limited Liability Company and has no officers or directors.

ATEL Managing Member, LLC (the “Managing Member” or “Manager”) is the Company’s Managing Member. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group (“ACG” or “ATEL”). The outstanding voting capital stock of ATEL is owned 100% by Dean L. Cash.

Each of AFS and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ACG and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations and communications services, and general administrative services are performed by AFS. ATEL Securities Corporation (“ASC”), a wholly-owned subsidiary of AFS, performs distribution services in connection with the Company’s public offering of its Units.

The officers and directors of ATEL and its affiliates are as follows:

Dean L. Cash

    

Chairman of the Board, President and Chief Executive Officer of
ATEL Managing Member, LLC (Managing Member)

 

 

 

Paritosh K. Choksi

 

Director, Executive Vice President and Chief Financial Officer and Chief Operating
Officer of ATEL Managing Member, LLC (Managing Member)

 

 

 

Vasco H. Morais

 

Executive Vice President, Secretary and General Counsel of
ATEL Managing Member, LLC (Managing Member)

 

Dean L. Cash, age 69, became chairman, president and chief executive officer of ATEL in April 2001. Mr. Cash joined ATEL as director of marketing in 1980 and served as 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 and is qualified as a registered principal with the Financial Industry Regulatory Authority.

Paritosh K. Choksi, age 66, joined ATEL in 1999 as a director, senior vice president and its chief financial officer. He became its executive vice president and CFO/COO in April 2001. 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 is a member of the board of directors of Syntel, Inc. 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.

39

 

Vasco H. Morais, age 61, joined ATEL in 1989 as general counsel. Mr. Morais manages ATEL’s legal department, which provides legal and contractual support in the negotiating, documenting, drafting, reviewing and funding of lease transactions. In addition, Mr. Morais advises on general corporate law matters, and assists 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) degree from Golden Gate University in 1997. Mr. Morais, an active member of the State Bar of California since 1986, served as co-chair of the Uniform Business Law Section of the State Bar of California and was inducted as a fellow of the American College of Commercial Finance Lawyers in 2010.

Audit Committee

The board of directors of the Managing Member acts as the audit committee of the Company. Dean L. Cash and Paritosh K. Choksi are members of the board of directors of the Managing Member and are deemed to be financial experts. They are not independent of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3, 4, and 5, the Company is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, 2019.

Code of Ethics

A Code of Ethics that is applicable to the Company, including the Chief Executive Officer and Chief Financial Officer and Chief Operating Officer of its Manager, ATEL Managing Member, LLC, or persons acting in such capacity on behalf of the Company, is included as Exhibit 14.1 to this report.

 

 

Item 11. EXECUTIVE COMPENSATION

The registrant has no officers or directors.

Set forth hereinafter is a description of the nature of remuneration paid and to be paid to the Manager and its affiliates. The amount of such remuneration paid for the years ended December 31, 2019 and 2018 is set forth in Item 8 of this report under the caption “Financial Statements and Supplementary Data - Notes to Financial Statements - Related party transactions,” at Note 6 thereof, which information is hereby incorporated by reference.

Asset Management Fee and Carried Interest

The Company pays the Manager an annual Asset Management Fee in an amount equal to 4% of Gross Operating Lease Revenues and Cash from Sales or Refinancing. The Asset Management Fee is paid on a monthly basis. The amount of the Asset Management Fee payable in any year is reduced for that year to the extent it would otherwise exceed the Asset Management Fee Limit, as described below. The Asset Management Fee is paid for services rendered by the Manager and its affiliates in determining portfolio and investment strategies and generally managing or supervising the management of the investment portfolio.

The Manager supervises performance of all management activities, including, among other activities: the acquisition and financing of the investment portfolio, collection of lease and loan revenues, monitoring compliance by lessees borrowers with their contract terms, assuring that investment assets are being used in accordance with all operative contractual arrangements, paying operating expenses and arranging for necessary maintenance and repair of equipment and property in the event a lessee fails to do so, monitoring property, sales and use tax compliance and preparation of operating financial data. The Manager intends to delegate all or a portion of its duties and the Asset Management Fee to one or more of its affiliates who are in the business of providing such services.

The Manager also receives, as its Carried Interest, an amount equal to 7.5% of all Company Distributions.

40

 

Limitations on Fees

The Fund has adopted a single Asset Management Fee plus the Carried Interest as a means of compensating the Manager for sponsoring the Fund and managing its operations. While this compensation structure is intended to simplify management compensation for purposes of investor’s understanding, state securities administrators use a more complicated compensation structure in their review of equipment program offerings in order to assure that those offerings are fair under the states’ merit review guidelines. The total of all Front End Fees, the Carried Interest and the Asset Management Fee will be subject to the Asset Management Fee Limit in order to assure these state administrators that the Fund will not bear greater fees than permitted under the state merit review guidelines. The North American Securities Administrators Association, Inc.  (“NASAA”) is an organization of state securities administrators, those state government agencies responsible for qualifying securities offerings in their respective states. NASAA has established standards for the qualification of a number of different types of securities offerings and investment products, including its Statement of Policy on Equipment Programs (the “NASAA Equipment Leasing Guidelines”). Article IV, Sections C through G of the NASAA Equipment Leasing Guidelines establish the standards for payment of reasonable carried interests, promotional interests and fees for equipment acquisition, management, resale and releasing services to equipment leasing program sponsors. Article IV, Sections C through G of the NASAA Equipment Leasing Guidelines set the maximum compensation payable to the sponsor and its affiliates from an equipment leasing program such as the Fund. The Asset Management Fee Limit will equal the maximum compensation payable under Article IV, Sections C through G of the NASAA Equipment Leasing Guidelines as in effect on the date of the Fund’s prospectus (the “NASAA Fee Limitation”). Under the Asset Management Fee Limit, the Fund will calculate the maximum fees payable under the NASAA Fee Limitation and guarantee that the Asset Management Fee it will pay the Manager and its Affiliates, when added to its Carried Interest, will never exceed the fees and interests payable to a sponsor and its affiliates under the NASAA Fee Limitation.

Asset Management Fee Limit. The Asset Management Fee Limit will be calculated each year during the Fund’s term by calculating the total fees that would be paid to the Manager if the Manager were to be compensated on the basis of the maximum compensation payable under the NASAA Fee Limitation, including the Manager’s Carried Interest, as described below. To the extent that the amount paid as Front End Fees, the Asset Management Fee, and the Carried Interest for any year would cause the total fees to exceed the aggregate amount of fees calculated under the NASAA Fee Limitation for the year, the Asset Management Fee and/or Carried Interest for that year will be reduced to equal the maximum aggregate fees under the NASAA Fee Limitation. To the extent any such fees are reduced, the amount of such reduction will be accrued and deferred, and such accrued and deferred compensation would be paid to the Manager in a subsequent period, but only to the extent that the deferred compensation would be within the Asset Management Fee Limit for that later period. Any deferred fees that cannot be paid under the applicable limitations through the date of liquidation would be forfeited by the Manager at liquidation.

Under the NASAA Equipment Leasing Guidelines, the Fund is required to commit a minimum percentage of the Gross Proceeds to Equipment under Operating Leases, calculated as the greater of: (i) 80% of the Gross Proceeds reduced by 0.0625% for each 1% of indebtedness encumbering the Fund’s equipment; or (ii) 75% of such Gross Proceeds. The Fund intends to incur total indebtedness equal to 50% of the aggregate cost of its equipment. The Operating Agreement requires the Fund to commit at least 85.875% of the Gross Proceeds to Equipment under Operating Leases. Based on the formula in the NASAA Guidelines, the Fund’s minimum Equipment under Operating Leases would equal 76.875% of Gross Proceeds (80% - [50% x .0625%] = 76.875%), and the Fund’s minimum Equipment under Operating Leases would therefore exceed the NASAA Fee Limitation minimum by 9%.

41

 

The amount of the Carried Interest permitted the Manager under the NASAA Fee Limitation will be dependent on the amount by which the percentage of Gross Proceeds the Fund ultimately commits to Equipment under Operating Leases exceeds the minimum Equipment under Operating Leases under the NASAA Fee Limitation. The NASAA Fee Limitation permits the Manager and its Affiliates to receive compensation in the form of a carried interest in Fund Net Income, Net Loss and Distributions equal to 1% for the first 2.5% of excess Equipment under Operating Leases over the NASAA Guidelines minimum, 1% for the next 2% of such excess, and 1% for each additional 1% of excess Equipment under Operating Leases. With a minimum Equipment under Operating Leases of 85.875%, the Manager and its Affiliates may receive an additional carried interest equal to 6.5% of Net Profit, Net Loss and Distributions under the foregoing formula (2.5% + 2% + 4.5% = 9%; 1% + 1% + 4.5% = 6.5%). At the lowest permitted level of Equipment under Operating Leases, the NASAA Guidelines would permit the Manager and its Affiliates to receive a promotional interest equal to 5% of Distributions of Cash from Operations and 1% of Distributions of Sale or Refinancing Proceeds until Members have received total Distributions equal to their Original Invested Capital plus an 8% per annum cumulative return on their Adjusted Invested Capital, and, thereafter, the promotional interest may increase to 15% of all Distributions.

With the additional carried interest calculated as described above, the maximum aggregate fees payable to the Manager and Affiliates under the NASAA Guidelines as carried interest and promotional interest would equal 11.5% of Distributions of Cash from Operations (6.5% + 5% = 11.5%), and 7.5% of Distributions of Sale or Refinancing Proceeds (6.5% + 1% = 7.5%), before the subordination level was reached, and 21.5% of all Distributions thereafter. The maximum amounts to be paid under the terms of the Operating Agreement are subject to the application of the Asset Management Fee Limit provided in Section 8.3 of the Agreement, which limits the annual amount payable to the Manager and its Affiliates as the Asset Management Fee and the Carried Interest to an aggregate not to exceed the total amount of fees that would be payable to the Manager and its Affiliates under the NASAA Fee Limitation.

Upon completion of the offering of Units, final commitment of offering proceeds to acquisition of equipment and establishment of final levels of permanent portfolio debt, the Manager will calculate the maximum carried interest and promotional interest payable to the Manager and its Affiliates under the NASAA Fee Limitation and compare such total permitted fees to the total of the Asset Management Fee and Manager’s Carried Interest. If and to the extent that the Asset Management Fee and Manager’s Carried Interest would exceed the fees calculated under the NASAA Fee Limitation, the fees payable to the Manager and its Affiliates will be reduced by an amount sufficient to cause the total of such compensation to comply with the NASAA Fee Limitation. The adjusted Asset Management Fee Limit will then be applied to the Asset Management Fee and Carried Interest as described above. A comparison of the Front End Fees actually paid by the Fund and the NASAA Fee Limitation maximums will be repeated, and any required adjustments will be made, at least annually thereafter.

See Note 6 to the financial statements as set forth in Part II, Item 8, Financial Statements and Supplementary Data, for amounts paid.

42

 

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

At December 31, 2019, no investor is known to hold beneficially more than 5% of the issued and outstanding Units.

Security Ownership of Management

The parent of ATEL Managing Member, LLC is the beneficial owner of Limited Liability Company Units as follows:

 

 

 

 

 

 

 

 

(1)

 

(2)

 

(3)

 

(4)

 

 

 

Name and Address of

 

Amount and Nature of

 

Percent of

 

Title of Class

    

Beneficial Owner

    

Beneficial Ownership

    

Class

 

Limited Liability Company Units

 

ATEL Financial Services, LLC

 

Initial Limited Liability

 

0.0006

%

 

 

The Transamerica Pyramid

 

Company Units

 

  

 

 

 

600 Montgomery Street, 9th Floor

 

50 Units ($500)

 

  

 

 

 

San Francisco, CA 94111

 

  

 

  

 

 

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 8 of this report under the caption “Financial Statements and Supplementary Data - Notes to Financial Statements - Related party transactions” at Note 6 thereof.

 

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the years ended December 31, 2019 and 2018, the Company incurred audit fees with its principal auditors totaling $108 thousand and $68 thousand, respectively.

Audit fees consist of the aggregate fees and expenses billed in connection with the audit of the Company’s annual financial statements and the review of the financial statements included in the Company’s quarterly reports on Form 10‑Q.

The board of directors of the Managing Member acts as the audit committee of the registrant. Engagements for audit services, audit related services and tax services are approved in advance by the Chief Financial Officer of the Managing Member acting on behalf of the board of directors of the Managing Member in its role as the audit committee of the Company.

43

 

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

(a)

Financial Statements and Schedules

 

1.

Financial Statements

 

 

Included in Part II of this report:

 

 

Report of Independent Registered Public Accounting Firm

15

 

Balance Sheets at December 31, 2019 and 2018

16

 

Statements of Operations for the years ended December 31, 2019 and 2018

17

 

Statements of Changes in Members’ Capital for the years ended December 31, 2019 and 2018

18

 

Statements of Cash Flows for the years ended December 31, 2019 and 2018

19

 

Notes to Financial Statements

20

 

 

 

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)

Exhibits

 

 

 

(3) and (4) Amended and Restated Limited Liability Company Operating Agreement, included as exhibit B to the Prospectus effective October 7, 2009 as filed on October 8, 2009 (File Number 333-159578) is hereby incorporated herein by reference

 

(4.1)

Description of the Registrant’s Securities pursuant to Section 12 of the Securities Exchange Act of 1934

 

(14.1)

Code of Ethics

 

(31.1)

Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a)

 

(31.2)

Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a)

 

(32.1)

Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350

 

(32.2)

Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350

 

(101.INS)

XBRL Instance Document

 

(101.SCH)

XBRL Taxonomy Extension Schema Document

 

(101.CAL)

XBRL Taxonomy Extension Calculation Linkbase Document

 

(101.DEF)

XBRL Taxonomy Extension Definition Linkbase Document

 

(101.LAB)

XBRL Taxonomy Extension Label Linkbase Document

 

(101.PRE)

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

44

 

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: March 25, 2020

ATEL 14, LLC

(Registrant)

 

 

 

 

By:

ATEL Managing Member, LLC

Managing Member of Registrant

 

 

 

 

 

 

 

By:

/s/ Dean L. Cash

 

 

 

Dean L. Cash

 

 

 

Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, LLC (Managing Member)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paritosh K. Choksi

 

 

 

Paritosh K. Choksi

 

 

 

Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member)

 

 

 

 

 

 

 

 

 

 

By:

/s/ Samuel Schussler

 

 

 

Samuel Schussler

 

 

 

Senior Vice President and Chief Accounting Officer of ATEL Managing Member, LLC (Managing Member)

 

 

 

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/ Dean L. Cash

 

Chairman of the Board, President and Chief Executive 
Officer of ATEL Managing Member, LLC (Managing Member)

 

March 25, 2020

Dean L. Cash

 

 

 

 

 

/s/ Paritosh K. Choksi

 

Director, Executive Vice President and Chief Financial 
Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member)

 

March 25, 2020

Paritosh K. Choksi

 

 

 

 

 

/s/ Samuel Schussler

 

Senior Vice President and Chief Accounting Officer of 
ATEL Managing Member, LLC (Managing Member)

 

March 25, 2020

Samuel Schussler

 

No proxy materials have been or will be sent to security holders. An annual report will be furnished to security holders subsequent to the filing of this report on Form 10-K, and copies thereof will be furnished supplementally to the Commission when forwarded to the security holders. 

45


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/30
12/15/22
12/15/21
12/31/20
12/15/20
Filed on:3/26/20
3/25/20
2/29/20
For Period end:12/31/19
12/15/19
10/16/19
8/15/19
5/20/19
1/1/19
12/31/1810-K
12/15/18
2/28/18
1/31/18
1/1/18
12/31/1710-K
12/1/17
11/30/17
10/1/17
1/1/17
12/1/16
11/30/16
4/11/16
12/31/1510-K
11/30/15
12/1/14
11/30/14
12/31/1310-K
10/6/11
5/9/11
6/15/10
2/12/10
12/2/09
10/7/09EFFECT
5/8/09
4/1/09
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