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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Atel 14, LLC 10-K 12/31/23 65:5.4M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.29M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 21K
3: EX-14.1 Code of Ethics HTML 27K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 24K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 24K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 21K
13: R1 Document and Entity Information HTML 87K
14: R2 Balance Sheets HTML 81K
15: R3 Statements of Operations HTML 101K
16: R4 Statements of Changes in Members' Capital HTML 49K
17: R5 Statements of Changes in Members' Capital HTML 22K
(Parenthetical)
18: R6 Statements of Cash Flows HTML 96K
19: R7 Organization and Limited Liability Company Matters HTML 26K
20: R8 Summary of Significant Accounting Policies HTML 70K
21: R9 Concentration of Credit Risk and Major Customers HTML 50K
22: R10 Investment in equipment and leases, net HTML 94K
23: R11 Allowance for Doubtful Accounts HTML 32K
24: R12 Related Party Transactions HTML 38K
25: R13 Non-Recourse Debt HTML 32K
26: R14 Commitments HTML 21K
27: R15 Guarantees HTML 24K
28: R16 Members' Capital HTML 32K
29: R17 Fair Value Measurements HTML 121K
30: R18 Summary of Significant Accounting Policies HTML 105K
(Policies)
31: R19 Summary of Significant Accounting Policies HTML 49K
(Tables)
32: R20 Concentration of Credit Risk and Major Customers HTML 52K
(Tables)
33: R21 Investment in equipment and leases, net (Tables) HTML 96K
34: R22 Allowance for Doubtful Accounts (Tables) HTML 31K
35: R23 Related Party Transactions (Tables) HTML 31K
36: R24 Non-Recourse Debt (Tables) HTML 29K
37: R25 Members' Capital (Tables) HTML 29K
38: R26 Fair Value Measurements (Tables) HTML 116K
39: R27 Organization and Limited Liability Company Matters HTML 53K
(Narrative) (Details)
40: R28 Summary of Significant Accounting Policies HTML 58K
(Narrative) (Details)
41: R29 Summary of Significant Accounting Policies HTML 26K
(Schedule of Differences Between Book Value and
Tax Basis of Net Assets) (Details)
42: R30 Summary of Significant Accounting Policies HTML 44K
(Reconciliation of Net Income (Loss) Reported in
Financial Statements and Federal Tax Return)
(Details)
43: R31 Concentration of Credit Risk and Major Customers HTML 43K
(Schedule of Leasing and Lending Revenues)
(Details)
44: R32 Investment in equipment and leases, net HTML 30K
(Narrative) (Details)
45: R33 Investment in equipment and leases, net HTML 36K
(Investment in Leases) (Details)
46: R34 Investment in equipment and leases, net (Property HTML 57K
on Operating Leases) (Details)
47: R35 Investment in equipment and leases, net (Schedule HTML 44K
of Useful Lives of Lease Assets) (Details)
48: R36 Allowance for Doubtful Accounts (Activity in HTML 27K
Allowance for Doubtful Accounts) (Details)
49: R37 Related Party Transactions (Managing Member and HTML 33K
Affiliates Earned Commissions and Billed for
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(Details)
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51: R39 Non-Recourse Debt (Future Minimum Payments of HTML 32K
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52: R40 Commitments (Narrative) (Details) HTML 21K
53: R41 Members' Capital (Narrative) (Details) HTML 44K
54: R42 Members' Capital (Distributions to Other Members) HTML 29K
(Details)
55: R43 Fair Value Measurements (Narrative) (Details) HTML 21K
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Impaired Assets at Fair Value on Non-Recurring
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57: R45 Fair Value Measurements (Summary of Valuation HTML 34K
Techniques and Significant Unobservable Inputs
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58: R46 Fair Value Measurements (Estimated Fair Values of HTML 40K
Financial Instruments) (Details)
59: R47 Pay vs Performance Disclosure HTML 31K
60: R48 Insider Trading Arrangements HTML 25K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 10-K
i ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the year ended i December 31, 2023
i ☐ 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 i 000-54356
i ATEL 14, LLC
(Exact name of registrant as specified in its charter)
i California | i 26-4695354 |
(State
or other jurisdiction of | (I. R. S. Employer |
i 505 Montgomery Street, 7th Floor, i San Francisco, i California i 94111
(Address of principal executive offices)
Registrant’s telephone number, including area code: ( i 415) i 989-8800
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: i 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 ☐ i 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 ☐ i 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. i 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). i 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 ☐ | i Non-accelerated filer ☒ | Smaller reporting company i ☒ |
Emerging growth company i ☐ | | | |
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. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. i ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ☒
State the aggregate market value of voting stock held by non-affiliates of the registrant: i 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, 2024 was i 8,213,669.
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, 2023, 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, 8,238,669 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, 2023, the Company had purchased equipment with a total acquisition price of $93.5 million. The Company had also funded investments in notes receivable totaling $12.2 million through December 31, 2023.
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 U.S., had been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Company through December 31, 2023 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 |
| 23.77% | |
Marine | |
| 19,410 |
| 20.76% | |
Manufacturing | |
| 12,995 |
| 13.90% | |
Materials handling | |
| 12,994 |
| 13.90% | |
Transportation | |
| 8,148 |
| 8.72% | |
Construction | |
| 5,959 |
| 6.37% | |
Mining | |
| 4,830 |
| 5.17% | |
Research | |
| 4,766 |
| 5.10% | |
Other | |
| 2,159 |
| 2.31% | |
| | $ | 93,478 |
| 100.00% | |
| | | | | | |
|
| Purchase Price |
| Percentage of |
| |
| | Excluding | | Total |
| |
Industry of Lessee | | Acquisition Fees | | Acquisitions |
| |
Manufacturing | | $ | 29,009 |
| 31.03% | |
Natural gas | |
| 24,240 |
| 25.93% | |
Wholesale, nondurable goods | |
| 8,910 |
| 9.53% | |
Agriculture | |
| 8,743 |
| 9.35% | |
Food products | |
| 4,651 |
| 4.98% | |
Transportation, rail | |
| 4,220 |
| 4.51% | |
Construction | |
| 2,472 |
| 2.64% | |
Utilities | |
| 2,124 |
| 2.27% | |
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 |
| 4.03% | |
| | $ | 93,478 |
| 100.00% | |
From inception to December 31, 2023, 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 | | $ | 22,855 | | $ | 11,949 | | $ | 34,470 |
Materials handling | | | 12,994 | | | 3,249 | | | 14,590 |
Manufacturing | | | 12,996 | | | 4,725 | | | 10,430 |
Mining | | | 4,830 | | | 3,185 | | | 4,202 |
Construction | | | 5,820 | | | 1,926 | | | 6,393 |
Research | | | 2,516 | | | 760 | | | 2,097 |
Transportation, other | | | 7,820 | | | 1,564 | | | 8,764 |
Other | | | 2,001 | | | 268 | | | 2,112 |
| | $ | 71,832 | | $ | 27,626 | | $ | 83,058 |
| | | | | | | | | |
4
For further information regarding the Company’s investment in equipment and leases portfolio as of December 31, 2023, see Note 4 to the financial statements, Investment in equipment and 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, 2023 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, 2023, 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 | | $ | 2,905 | | $ | 752 | | $ | 2,770 |
Manufacturing | |
| 2,496 | |
| 390 | |
| 2,349 |
Research | |
| 1,807 | |
| 1,016 | |
| 1,136 |
Vending equipment | |
| 1,000 | |
| 855 | |
| 351 |
Furniture & fixtures | | | 700 | | | 183 | | | 1,107 |
Chemical processing | |
| 300 | |
| — | |
| 385 |
Other | |
| 3,007 | |
| 814 | |
| 2,434 |
| | $ | 12,215 | | $ | 4,010 | | $ | 10,532 |
The Company had no notes receivable as of December 31, 2023 and 2022.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
5
Item 1C. CYBERSECURITY
The Company's information security program is designed with the goal of maintaining the safety and security of its systems and data. The risk management program is designed to identify, assess, and mitigate risks across various aspects of the company, including financial, operational, regulatory, and legal. Cybersecurity is a critical component of this program, given the increasing reliance on technology and potential cyber threats. With the departure of the Company’s Chief Information Officer during the first half of 2023, the Company has engaged a third-party cybersecurity expert to assess the security of the Company’s systems and networks. In addition, the Company engaged a third-party vendor, along with an in-house system administrator, together the “IT Management”, to service the Company’s information systems.
The objective in managing cybersecurity risk is to avoid or minimize the impact of efforts to penetrate, disrupt or misuse Company systems or information. Cybersecurity helps to maintain an environment that encourages efficiency, innovation, and economic prosperity while promoting safety, security, business confidentiality, and privacy. IT Management is charged with cybersecurity and uses a layered approach to protect systems with ESET and Cylance.
IT Management uses a risk-based framework core consisting of cybersecurity activities, outcomes, and references that provide guidance for developing individual organizational profiles. IT Management is tasked with and shall:
| ● | Prioritize and scope. Identify organization objectives and priorities and determine the scope of systems and assets that support the selected business line or process. |
| ● | Orient. Identify Information Systems and assets, regulatory requirements, and overall risk approach, identify threats to, and vulnerabilities of, those systems and assets. |
| ● | Risk assessment. Identify the likelihood of a cybersecurity event and the impact on the organization. Consider emerging risks. |
| ● | Target Profile. Create a Target Profile focusing on categories, subcategories, and desired cybersecurity outcomes. |
| ● | Determine, Analyze, and Prioritize Gaps. Compare the Current Profile and the Target Profile to determine gaps and create a prioritized action plan to address those gaps. |
| ● | Implement Action Plan. Determine actions to take and monitor against the Target Profile. |
IT Management must also consider how the cybersecurity program might incorporate privacy principles such as:
| ● | Individual consent to the use of personal information |
| ● | Collecting the minimum amount of personal information |
| ● | Controls over the use and disclosure of personal information |
| ● | Use and retention of personal information related to a cybersecurity incident |
| ● | Transparency for certain cybersecurity activities |
| ● | Accountability and auditing |
IT Management ensures that the Company’s risks are properly monitored, managed and mitigated to the extent possible; and oversees the implementation and maintenance of formal strategies that govern information resources.
In addition, the Company has established processes and systems designed to mitigate cyber risk, including regular and on-going education and training for employees, preparedness simulations and tabletop exercises, and recovery and resilience tests. We engage in regular assessments of our infrastructure, software systems, and network architecture, using internal cybersecurity experts and third-party specialists.
The Company also leverages internal and external auditors and independent external partners to periodically review its processes, systems, and controls, including with respect to our information security program, to assess their design and operating effectiveness and make recommendations to strengthen our risk management program. The Chief Operating Officer manages the Company’s IT and cybersecurity environment, which is reviewed at least semi-annually.
6
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.
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.
7
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.
Holders
As of December 31, 2023, a total of 2,157 investors were Unitholders of record in the Company.
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.
8
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.
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, 2023.
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. | Investment in equipment and leases (net of fees and expenses): The estimated values for equipment 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: |
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.
9
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 178.4%, based on ATEL’s historical track record as of December 31, 2023.
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 Equity Securities: The estimated values for Investments in Equity 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, 2023 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 $1.65. 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
10
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.
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.
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, 2023 (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 |
Dec 2017 | | Jan 2018 | | | 797 | | | | | — | | | | | 797 | | | | | 0.10 | | 8,260,392 |
Jan 2018 - Dec 2018 | | Jun 2019 | | | 2,063 | | | | | — | | | | | 2,063 | | | | | 0.25 | | 8,246,919 |
Jan 2019 - Dec 2019 | | Jan 2020 | | | 2,103 | | | | | — | | | | | 2,103 | | | | | 0.26 | | 8,246,919 |
Jan 2020 - Dec 2020 | | Jan 2021 | | | 907 | | | | | — | | | | | 907 | | | | | 0.11 | | 8,246,919 |
Jan 2021 - Dec 2021 | | Jan 2022 | | | 1,402 | | | | | — | | | | | 1,402 | | | | | 0.17 | | 8,246,919 |
Jan 2022 - Dec 2022 | | Jan 2023 | | | 618 | | | | | — | | | | | 618 | | | | | 0.07 | | 8,246,919 |
|
|
| | $ | 59,879 | | | | $ | — | | | | $ | 59,879 | | | | $ | 8.13 |
|
|
Source of distributions |
|
| | | | | | | | | | | | | | | | | | | | |
Lease and loan payments received | | | | $ | 59,879 |
| 100.00 | % | $ | — |
| 0.00 | % | $ | 59,879 |
| 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 | % | | | | |
| | | | $ | 59,879 |
| 100.00 | % | $ | — |
| 0.00 | % | $ | 59,879 |
| 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, 2010, and periods from January 1 – November 30, 2011, December 1, 2011 – November 30, 2012, December 1, 2012 – November 30, 2013, December 1, 2013 – November 30, 2014, December 1, 2014 – November 30, 2015, December 1, 2015 – November 30, 2016, December 1, 2016 – November 30, 2017, December 1, 2017, January 1, 2018 – December 31, 2018, January 1, 2019 – December 31, 2019, January 1, 2020 – December 31, 2020, January 1, 2021 – December 31, 2021, and January 1, 2022 – December 31, 2022, respectively. |
11
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, 2023, 8,238,669 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, 2017, 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.
12
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, with capital improvements made during 2020. The utilization percentage of existing assets under lease was 90% and 98% for the years ended at December 31, 2023 and 2022, 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 Company had net income of $222 thousand and $91 thousand for the years ended December 31, 2023 and 2022, respectively. Compared to the prior year, the results for 2023 primarily reflect a decrease in total operating expenses partially offset by a reduction in total operating revenues.
Revenues
Total operating revenues decreased by $78 thousand primarily due to a reduction in operating lease revenues partially offset by an increase in gains recognized on lease asset sales.
The reduction in operating lease revenues totaled $344 thousand and was largely attributable to the disposition of lease assets since 2022, including an approximate $5.9 million of lease assets sold during 2023, of which $4.9 million of such lease assets sold were still under operating lease contracts. However, such sales resulted in a $270 thousand year over year increase in gains realized from lease asset sales, which partially offset the loss of operating lease revenues.
Expenses
Total operating expenses declined by $201 thousand mostly due to decreases in taxes on income and franchise fees, depreciation expense, interest expense, and cost reimbursement to Managing Member and affiliates. These decreases in expenses were partially offset by increases in outside services and railcar maintenance costs.
Taxes on income and franchise fees decreased by $88 thousand primarily due to $49 thousand of refunds received from certain states, and lower actual versus estimated tax liability. Depreciation expense declined by $86 thousand primarily due to the impact of disposition of lease assets and portfolio run-off; while interest expense was reduced by $33 thousand due to the scheduled amortization of the Company’s non-recourse debt. In addition, Cost reimbursements to the Manager and/or affiliates declined by $25 thousand as a result of lower allocated costs reflective of the Fund’s declining assets.
In contrast, outside services costs were higher by $38 thousand primarily due to consulting fees associated with a new accounting software and Sarbanes-Oxley compliance; while railcar maintenance costs increased by $28 thousand due to increased lease-end repairs.
Capital Resources and Liquidity
At December 31, 2023 and 2022, the Company’s cash and cash equivalents totaled $1.6 million and $962 thousand, 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.
13
Cash Flows
The following table sets forth summary cash flow data (in thousands):
| | | | | | |
|
| 2023 |
| 2022 | ||
Net cash provided by (used in): |
| |
|
| |
|
Operating activities | | $ | 911 | | $ | 1,143 |
Investing activities | |
| 1,439 | |
| 566 |
Financing activities | |
| (1,694) | |
| (2,495) |
Net increase (decrease) in cash and cash equivalents | | $ | 656 | | $ | (786) |
During the years ended December 31, 2023 and 2022, the Company’s primary source of liquidity was cash flows from its portfolio of operating lease contracts. In addition, during the same respective years, the Company received $1.4 million and $566 thousand of proceeds from sales of lease assets. During 2023, the Company also received $3 thousand of proceeds from the sales of investment in equity securities. There were no such sales during the prior year.
During the years ended December 31, 2023 and 2022, cash was primarily used to pay distributions, and to repay borrowings under non-recourse debt. Distributions paid to the Other Members and the Managing Member totaled $668 thousand and $1.5 million for the respective years ended December 31, 2023 and 2022; while cash used to reduce non-recourse debt totaled $1.0 million and $979 thousand for the same respective years. During the current year, the Company also repurchased Units at a cost of $14 thousand. There was no such repurchase during the prior year. Cash was also used to pay invoices related to management fees and expenses, and other payables during both years ended December 31, 2023 and 2022.
Distributions
The Company commenced periodic distributions beginning with the month of December 2009. Additional distributions have been consistently made through December 31, 2023. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding the distributions.
Commitments and Contingencies and Off-Balance Sheet Transactions
Commitments and Contingencies
At December 31, 2023, 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 32.
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, 2023 and 2022, the related statements of income, 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, 2023 and 2022, 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.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Moss Adams LLP
San Francisco, California
We have served as the Company’s auditor since 2009.
15
ATEL 14, LLC
BALANCE SHEETS
(In Thousands)
| | | | | | |
|
| 2023 |
| 2022 | ||
ASSETS |
| |
|
| |
|
Cash and cash equivalents | | $ | i 1,618 | | $ | i 962 |
Accounts receivable, net | |
| i 19 | |
| i 41 |
Investment in equity securities | |
| i 125 | |
| i 128 |
Equipment under operating leases, net | |
| i 4,667 | |
| i 6,796 |
Prepaid expenses and other assets | |
| i 3 | |
| i 6 |
Total assets | | $ | i 6,432 | | $ | i 7,933 |
| | | | | | |
LIABILITIES AND MEMBERS’ CAPITAL | |
|
| |
|
|
| | | | | | |
Accounts payable and accrued liabilities: | |
|
| |
|
|
Affiliates | | $ | i 17 | | $ | i 20 |
Other | |
| i 153 | |
| i 166 |
Non-recourse debt | |
| i 172 | |
| i 1,184 |
Unearned operating lease income | |
| i — | |
| i 13 |
Total liabilities | |
| i 342 | |
| i 1,383 |
| | | | |
| |
Commitments and contingencies (Note 8) | |
|
| |
|
|
| | | | | | |
Members’ capital: | |
|
| |
|
|
Managing Member | |
| i — | |
| i — |
Other Members | |
| i 6,090 | |
| i 6,550 |
Total Members’ capital | |
| i 6,090 | |
| i 6,550 |
Total liabilities and Members’ capital | | $ | i 6,432 | | $ | i 7,933 |
See accompanying notes.
16
ATEL 14, LLC
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands Except for Units and Per Unit Data)
| | | | | |
| | | | ||
| | | | ||
| 2023 |
| 2022 | ||
Operating revenues: | |
|
| |
|
Leasing and lending activities: | |
|
| |
|
Operating leases | $ | i 1,826 | | $ | i 2,170 |
Gain on sales of operating lease assets |
| i 631 | |
| i 361 |
Other revenue |
| i 2 | |
| i 6 |
Total operating revenues |
| i 2,459 | |
| i 2,537 |
| | | | | |
Operating expenses: |
|
| |
|
|
Depreciation of operating lease assets |
| i 1,324 | |
| i 1,410 |
Asset management fees to Managing Member |
| i 78 | |
| i 91 |
Cost reimbursements to Managing Member and/or affiliates |
| i 310 | |
| i 335 |
Interest expense |
| i 25 | |
| i 58 |
Professional fees |
| i 138 | |
| i 156 |
Outside services |
| i 89 | |
| i 51 |
Taxes on income and franchise fees |
| i 23 | |
| i 111 |
Bank charges | | i 6 | | | i 8 |
Storage fees | | i 4 | | | i 3 |
Railcar maintenance |
| i 170 | |
| i 142 |
Freight and shipping | | i 6 | | | — |
Other expense |
| i 64 | |
| i 73 |
Total operating expenses |
| i 2,237 | |
| i 2,438 |
Income from operations | | i 222 | | | i 99 |
| | | | | |
Other loss: | | | | | |
Unrealized loss on fair value adjustment for equity securities | | — | | | ( i 5) |
Unrealized loss on fair value adjustment for warrants | | — | | | ( i 3) |
Total other loss | | — | | | ( i 8) |
Net income | $ | i 222 | | $ | i 91 |
| | | | | |
Net income: |
|
| |
|
|
Managing Member | $ | i 50 | | $ | i 114 |
Other Members |
| i 172 | |
| ( i 23) |
| $ | i 222 | | $ | i 91 |
| | | | | |
Net income per Limited Liability Company Unit - Other Members | $ | i 0.02 | | $ | — |
Weighted average number of Units outstanding |
| i 8,244,099 | |
| i 8,246,919 |
See accompanying notes
17
ATEL 14, LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands Except for Units and Per Unit Data)
| | | | | | | | | | | |
| | | | Amount | | | | ||||
| | | | Other | | Managing | | | | ||
| | Units |
| Members |
| Member |
| Total | |||
Balance December 31, 2021 | | i 8,246,919 | | $ | i 7,975 | | $ | — | | $ | i 7,975 |
Distributions to Other Members ($ i 0.17 per Unit) |
| — | | | ( i 1,402) | | | — | | | ( i 1,402) |
Distributions to Managing Member |
| — | | | — | | | ( i 114) | | | ( i 114) |
Net (loss) income |
| — | |
| ( i 23) | |
| i 114 | |
| i 91 |
Balance December 31, 2022 | | i 8,246,919 | | $ | i 6,550 | | $ | — | | $ | i 6,550 |
Repurchase of Units | | ( i 8,250) | | | ( i 14) | | | — | | | ( i 14) |
Distributions to Other Member ($ i 0.07 per Unit) | | — | | | ( i 618) | | | — | | | ( i 618) |
Distributions to Managing Member | | — | | | — | | | ( i 50) | | | ( i 50) |
Net income |
| — | |
| i 172 | |
| i 50 | |
| i 222 |
Balance December 31, 2023 | | i 8,238,669 | | $ | i 6,090 | | $ | — | | $ | i 6,090 |
See accompanying notes.
18
ATEL 14, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands)
| | | | | |
| | ||||
| | ||||
| 2023 |
| 2022 | ||
Operating activities: | |
| | |
|
Net income | $ | i 222 | | $ | i 91 |
Adjustments to reconcile net income to cash provided by operating activities: | | | | | |
Gain on sales of operating lease assets | | ( i 631) | | | ( i 361) |
Depreciation of operating lease assets | | i 1,324 | | | i 1,410 |
Provision for (reversal of) doubtful accounts | | i 1 | | | ( i 4) |
Unrealized loss on fair value adjustment for equity securities | | — | | | i 5 |
Unrealized loss on fair value adjustment for warrants | | — | | | i 3 |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable | | i 21 | | | i 2 |
Prepaid expenses and other assets | | i 3 | | | i 2 |
Due to/from Managing Member and affiliates | | ( i 3) | | | ( i 1) |
Other accounts payable and accruals | | ( i 13) | | | i 8 |
Unearned operating lease income | | ( i 13) | | | ( i 12) |
Net cash provided by operating activities | | i 911 | | | i 1,143 |
| | | | | |
Investing activities: | |
| | |
|
Proceeds from sales of investment securities | | i 3 | | | — |
Proceeds from sales of operating lease assets | | i 1,436 | | | i 566 |
Net cash provided by investing activities | | i 1,439 | | | i 566 |
| | | | | |
Financing activities: | |
| | |
|
Repayments under non-recourse debt | | ( i 1,012) | | | ( i 979) |
Distributions to Other Members | | ( i 618) | | | ( i 1,402) |
Distributions to Managing Member | | ( i 50) | | | ( i 114) |
Repurchase of Units | | ( i 14) | | | — |
Net cash used in financing activities | | ( i 1,694) | | | ( i 2,495) |
| | | | | |
Net increase (decrease) in cash and cash equivalents | | i 656 | | | ( i 786) |
Cash and cash equivalents at beginning of year | | i 962 | | | i 1,748 |
Cash and cash equivalents at end of year | $ | i 1,618 | | $ | i 962 |
| | | | | |
Supplemental disclosures of cash flow information: |
|
| |
|
|
Cash paid during the year for interest | $ | i 25 | | $ | i 58 |
Cash paid during the year for taxes | $ | i 81 | | $ | i 117 |
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 i California on i April 1, 2009 (“Date of Inception”) for the purpose of i 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 i December 31, 2030. Contributions in the amount of $ i 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 i 15,000,000 Limited Liability Company Units (“Units”), at a price of $ i 10 per Unit. As of December 2, 2009, subscriptions for the minimum number of Units ( i 120,000, representing $ i 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 $ i 7.5 million. Total contributions to the Fund exceeded $ i 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, 2023, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $ i 83.5 million (inclusive of the $ i 500 initial Member’s capital investment) have been received. As of the same date, i i 8,238,669 / 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 affiliate receive 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.
/
i2. Summary of significant accounting policies:
iBasis of presentation:
The accompanying balance sheets as of December 31, 2023 and 2022, 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, 2023, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements.
iCash 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 i ninety days or less.
/ iUse 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 on accounts receivable.
iAccounts receivable:
Accounts receivable represent the amounts billed under operating lease contracts 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 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.
iCredit risk:
Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating lease receivables, and accounts receivable. The Company places the majority of its cash deposits in noninterest-bearing accounts with financial institutions that have no less than $ i 10 billion in assets. Such deposits are insured up to $ i 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 receivable represent amounts due from lessees in various industries, related to equipment on operating leases.
/ iEquipment 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.
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 i 36 to i 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 i 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 i 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. Provisions for doubtful accounts relating to operating leases are included in lease income in the Company’s financial statements.
iInitial direct costs:
Incremental costs of a lease that would not have been incurred if the lease had not been obtained are capitalized and amortized over the lease term. All other costs associated with the execution of the Company’s leases are expensed as incurred.
iAsset 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.
iSegment reporting:
The Company is organized into i one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in i one reportable operating segment in the United States.
/22
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
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 i 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.
The primary geographic region in which the Company seeks leasing opportunities is North America. For the years ended December 31, 2023 and 2022, and as of December 31, 2023 and 2022, all of the Company’s current operating revenues and long-lived assets relate to customers domiciled in the United States.
iInvestment securities:
From time to time, the Company may receive the right to purchase equity securities of its borrowers or receive warrants in connection with its lending arrangements.
Investment in equity securities
The Company’s equity 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 equity 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. As of December 31, 2023, equity securities totaled $ i 125 thousand, all of which do not have readily determinable market value. As of December 31, 2022, equity securities totaled $ i 128 thousand, which also included $ i 125 thousand of equity securities which do not have readily determinable market value.
Unrealized gains and losses on equity securities with readily determinable market value was des minimis for the year ended December 31, 2023. By comparison, during the prior year, the Company recorded unrealized losses of $ i 5 thousand on equity securities with readily determinable fair values. There were i i no / unrealized gains and losses recorded on equity securities that do not have readily determinable fair values for both years ended December 31, 2023 and 2022. Cumulative adjustments totaling $ i 186 thousand have been recorded to reduce the value of equity securities that do not have readily determinable fair values held as of December 31, 2023 based on changes in observable prices.
During 2023, the Company sold investment securities valued at approximately $ i 3 thousand. The realized loss on the sale was de minimis. There were i no securities sold during 2022.
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. During the year ended December 31, 2022, the Company recorded unrealized losses of $ i 3 thousand on fair valuation of its warrants. As of December 31, 2022, all the Fund’s warrants had expired.
/ iUnearned 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.
23
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
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, 2023 and 2022, the related provision for state income taxes was approximately $ i 23 thousand and $ i 114 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 i 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.
iThe tax bases of the Company’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2023 and 2022 as follows (in thousands):
| | | | | | |
|
| 2023 |
| 2022 | ||
Financial statement basis of net assets | | $ | i 6,090 | | $ | i 6,550 |
Tax basis of net assets (unaudited) | |
| i 17,060 | |
| i 17,068 |
Difference | | $ | ( i 10,970) | | $ | ( i 10,518) |
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.
iThe following reconciles the net loss reported in these financial statements to the income (loss) reported on the Company’s federal tax return (unaudited) for the years ended December 31, 2023 and 2022 (in thousands):
| | | | | | |
|
| 2023 |
| 2022 | ||
Net loss per financial statements | | $ | i 222 | | $ | i 91 |
Tax adjustments (unaudited): | |
| | |
| |
Adjustment to depreciation expense | |
| ( i 297) | |
| ( i 229) |
Provision for losses and doubtful accounts | |
| i — | |
| ( i 4) |
Adjustments to revenues | |
| i 1,394 | |
| i 561 |
Adjustments to gain on sales of assets | |
| ( i 663) | |
| ( i 361) |
Other | |
| i 18 | |
| i 6 |
Income per federal tax return (unaudited) | | $ | i 674 | | $ | i 64 |
iPer Unit data:
Net income and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the year.
iRecent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-03, Codification Improvements to Financial Instruments (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP that are intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company adopted this new accounting guidance on January 1, 2023. Such adoption had no material impact on the Company’s financial statements and disclosures.
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
24
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and equipment under operating leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, equipment under operating 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. The Company adopted this new accounting guidance on January 1, 2023. Such adoption had no material impact on the Company’s financial statements and disclosures.
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 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.
i3. 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.
iAs of December 31, 2023 and 2022, 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 |
| 2023 | | 2022 | ||
Oil/Gas field services | | i 100 | % | | i 83 | % |
Transportation |
| — | | | i 15 | % |
| | | | | | |
iDuring 2023 and 2022, 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 |
| 2023 | | 2023 | ||
Halliburton Overseas Limited |
| Marine vessel |
| i 57 | % | | i 48 | % |
Finger Lakes Railway Corp |
| Transportation, rail |
| i 14 | % | | i 13 | % |
Danisco US Inc. | | Transportation, rail | | * | | | i 10 | % |
GE Aviation |
| Manufacturing |
| * | | | i 10 | % |
* 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.
/
i4. Investment in equipment and leases, net:
iThe Company’s investment in equipment and leases consists of the following (in thousands):
| | | | | | | | | | | | |
| | Balance | | Reclassifications, | | | | Balance | ||||
| | December 31, | | Additions and | | Depreciation | | |||||
|
| 2022 |
| Dispositions |
| Expense |
| 2023 | ||||
Equipment under operating leases, net | | $ | i 6,309 | | $ | ( i 805) | | $ | ( i 1,324) | | $ | i 4,180 |
Assets held for sale or lease, net | |
| i 487 | |
| — | |
| — | |
| i 487 |
Total | | $ | i 6,796 | | $ | ( i 805) | | $ | ( i 1,324) | | $ | i 4,667 |
/25
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment under operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $ i 1.3 million and $ i 1.4 million for the years ended December 31, 2023 and 2022, respectively. Depreciation expense for the respective years ended December 31, 2023 and 2022 include $ i 33 thousand and $ i 46 thousand of additional depreciation recorded to reflect year-to-date changes in estimated residual values of certain equipment generating revenue under month to-month extensions. Such estimated residual values of equipment associated with leases on month-to-month extensions are evaluated at least semi-annually, and depreciation recorded for the change in the estimated reduction in value.
All of the Company’s lease asset purchases and capital improvements were made during the years from 2009 through 2020.
Operating leases:
iProperty under operating leases consists of the following (in thousands):
| | | | | | | | | | | | |
| | Balance | | | | | | | | Balance | ||
| | December 31, | | | | | Reclassifications | | ||||
|
| 2022 |
| Additions |
| or Disposition |
| 2023 | ||||
Marine vessel | | $ | i 19,410 | | $ | i — | | $ | — | | $ | i 19,410 |
Transportation, rail | |
| i 3,480 | |
| i — | |
| ( i 3,480) | |
| — |
Transportation, trucks and trailers | |
| i 208 | |
| i — | |
| ( i 208) | |
| — |
Manufacturing | |
| i 1,097 | |
| i — | |
| ( i 1,097) | |
| — |
Materials handling | |
| i 121 | |
| i — | |
| ( i 121) | |
| — |
Construction | |
| i 582 | |
| i — | |
| ( i 582) | |
| — |
Agriculture | |
| i 279 | |
| i — | |
| ( i 279) | |
| — |
| |
| i 25,177 | |
| i — | |
| ( i 5,767) | |
| i 19,410 |
Less accumulated depreciation | |
| ( i 18,868) | |
| ( i 1,324) | |
| i 4,962 | |
| ( i 15,230) |
Total | | $ | i 6,309 | | $ | ( i 1,324) | | $ | ( i 805) | | $ | i 4,180 |
The average estimated residual value for assets on operating leases was i 25% and i 20% of the assets’ original cost at December 31, 2023 and 2022, respectively. There were i i no / operating leases in non-accrual status at both December 31, 2023 and 2022.
At December 31, 2023, the aggregate amounts of future minimum lease payments receivable totaling $ i 173 thousand through February 29, 2024.
iThe useful lives for each category of leases is reviewed at a minimum of once per quarter. As of December 31, 2023 and 2022, 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 |
| i 35 - i 50 |
Marine vessel |
| i 20 - i 30 |
Manufacturing |
| i 10 -15 |
Agriculture |
| i 7 - i 10 |
Construction |
| i 7 - i 10 |
Materials handling |
| i 7 - i 10 |
Transportation, trucks and trailers | | i 7 - i 10 |
/
26
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
5. Allowance for doubtful accounts:
iThe Company’s allowance for doubtful accounts are as follows (in thousands):
| | | |
| | Allowance for | |
| | Doubtful Accounts | |
|
| Operating Leases | |
Balance December 31, 2021 | | $ | i 4 |
Reversal of provision for doubtful accounts | |
| ( i 4) |
Balance December 31, 2022 | | $ | i — |
| | | |
Balance December 31, 2022 | | $ | i — |
Provision for doubtful accounts | |
| i 1 |
Balance December 31, 2023 | | $ | i 1 |
The Company had i i no / financing receivables as of December 31, 2023 and 2022.
/
i6. 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.
AFS and ATEL Leasing Corporation (“ALC”) are wholly-owned subsidiaries of ATEL Capital Group 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.
iPursuant to the Operating Agreement, the Managing Member and/or affiliates earned fees and billed for reimbursements during the years ended December 31, 2023 and 2022 as follows (in thousands):
| | | | | | |
|
| 2023 |
| 2022 | ||
Administrative costs reimbursed to Managing Member and/or affiliates | | $ | i 310 | | $ | i 335 |
Asset management fees to Managing Member | |
| i 78 | |
| i 91 |
| | $ | i 388 | | $ | i 426 |
/ /27
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
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, 2023 and 2022, the Company has not exceeded the annual and/or cumulative limitations discussed above.
i7. Non-recourse debt:
At December 31, 2023, non-recourse debt consists of a note payable to financial institutions. Such note is due in monthly installments. Interest on the note is at i 3.40% per annum. The note is secured by assignments of lease payments and pledges of assets. At December 31, 2023, gross operating lease rentals totaled approximately $ i 173 thousand; and the carrying value of the pledged assets is $ i 4.2 million. i 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.
iFuture minimum payments of non-recourse debt are as follows (in thousands):
| | | | | | | | | |
| | Principal |
| Interest |
| Total | |||
Through February 29, 2024 | | $ | i 172 | | $ | i 1 | | $ | i 173 |
The non-recourse debt balance represents the remaining portion of half of a $ i 9.2 million non-recourse promissory note executed on May 20, 2019. The non-recourse promissory note was split evenly between the Fund and its affiliate, ATEL 15, LLC, and was used to pay off the senior long-term debt. The non-recourse promissory note is to be serviced by the cash flows generated under a renewed bareboat charter.
/
i8. Commitments and contingencies:
At December 31, 2023, there were i no commitments to purchase lease assets and fund investments in notes receivable.
/
i9. 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.
28
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
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.
i10. Members’ capital:
A total of i i 8,238,669 / Units and i i 8,246,919 / Units were issued and outstanding at December 31, 2023 and 2022, respectively, inclusive of the i i 50 / Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to i i 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 i 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.
The Fund’s net income or net losses are to be allocated i 100% to the Members. From the commencement of the Fund until the initial closing date, net income and net loss were allocated i 99% to the Managing Member and i 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss are to be allocated i 92.5% to the Other Members and i 7.5% to the Managing Member.
Fund distributions are to be allocated i 7.5% to the Managing Member and i 92.5% to the Other Members. The Company commenced periodic distributions in December 2009.
iDistributions to the Other Members for the years ended December 31, 2023 and 2022 were as follows (in thousands except Units and per Unit data):
| | | | | |
| 2023 |
| 2022 | ||
Distributions declared | $ | i 618 | | $ | i 1,402 |
Weighted average number of Units outstanding |
| i 8,244,099 | |
| i 8,246,919 |
Weighted average distributions per Unit | $ | i 0.07 | | $ | i 0.17 |
/ /
i11. 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.
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.
29
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
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.
At December 31, 2023 and 2022, the Company’s investment in equity securities were measured on a recurring basis. In addition, certain equipment deemed impaired were measured at fair value on a non-recurring basis as of December 31, 2022.
Such fair value adjustments utilized the following methodology:
Investment in equity securities (recurring)
The Company’s equity 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. As of December 31, 2023 there was no publicly traded equity security held in the fund. As of December 31, 2022, the fair value of such equity securities totaled $ i 3 thousand.
Impaired lease and off-lease equipment (non-recurring)
iNo additional impairment was recorded during the years ended December 31, 2023 and 2022 to further reduce the cost basis of railcars and certain manufacturing, and agriculture equipment deemed impaired.
| | | | | | | | | | | | |
| | | | | Level 1 | | Level 2 | | Level 3 | |||
| | December 31, | | Estimated | | Estimated | | Estimated | ||||
|
| 2022 |
| Fair Value |
| Fair Value |
| Fair Value | ||||
Assets measured at fair value on a non-recurring basis (in thousands): | | |
| | |
| | |
| | |
|
Impaired lease and off-lease equipment | | $ | i 8 | | $ | — | | $ | — | | $ | i 8 |
| | $ | i 8 | | $ | — | | $ | — | | $ | i 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.
30
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
The following table summarizes 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, 2022:
| | | | | | | | |
| | Valuation | | Valuation | | Unobservable | | Range of Input Values |
Name |
| Frequency |
| Technique |
| Inputs |
| (Weighted Average) |
Lease and off-lease equipment |
| Non-recurring |
| Market Approach |
| Third Party Agents' Pricing | | $ i 0 - $ i 8,000 |
| | | | | | Quotes - per equipment | | (total of $ i 8,000) |
|
|
|
|
|
| Equipment Condition | | Poor to Average |
Such equipment was disposed of during 2023.
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.
Investment in equity securities
The Company’s equity securities registered for public sale with readily determinable fair value are carried at fair value. These investment in equity securities are valued based on their quoted market price.
Non-recourse 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.
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.
31
ATEL 14, LLC
NOTES TO FINANCIAL STATEMENTS
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, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2023 | |||||||||||||
|
| Carrying Value |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial assets: |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | i 1,618 | | $ | i 1,618 | | $ | i — | | $ | i — | | $ | i 1,618 |
Financial liabilities: | |
| | |
| | |
| | |
| | |
|
|
Non-recourse debt | |
| i 172 | |
| i — | |
| i — | |
| i 171 | |
| i 171 |
| | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2022 | |||||||||||||
|
| Carrying Value |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial assets: |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | i 962 | | $ | i 962 | | $ | i — | | $ | i — | | $ | i 962 |
Investment in securities | |
| i 3 | |
| i 3 | |
| i — | |
| i — | |
| i 3 |
Financial liabilities: | |
| | |
| | |
| | |
| | |
|
|
Non-recourse debt | |
| i 1,184 | |
| i — | |
| i — | |
| i 1,166 | |
| i 1,166 |
/
32
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, 2023. 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, 2023. 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, 2023.
33
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, 2023 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.
Item 9B. OTHER INFORMATION
i N i o i n i e.
34
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:
| Chairman of the Board, President and Chief Executive Officer of | |
| | |
| Director, Executive Vice President and Chief Financial Officer and Chief Operating | |
| | |
Dean L. Cash, age 73, 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 70, 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.
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, 2023.
35
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, 2023 and 2022 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.
36
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%.
37
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.
38
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
At December 31, 2023, 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 | % |
|
| 505 Montgomery Street, 7th Floor |
| Company Units |
|
| |
|
|
| 50 Units ($500) |
|
| | |
|
| |
|
|
|
| |
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, 2023 and 2022, the Company incurred audit fees with its principal auditors totaling $58 thousand and $100 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.
39
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 ( i Moss Adams LLP, i San Francisco, CA, PCAOB ID: i 659) | 15 |
| 16 | |
| Statements of Income for the years ended December 31, 2023 and 2022 | 17 |
| Statements of Changes in Members’ Capital for the years ended December 31, 2023 and 2022 | 18 |
| Statements of Cash Flows for the years ended December 31, 2023 and 2022 | 19 |
| 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 | |
| | |
| ||
| ||
| ||
| Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a) | |
| Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a) | |
| Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350 | |
| Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350 | |
| (101.INS) | Inline XBRL Instance Document |
| (101.SCH) | Inline XBRL Taxonomy Extension Schema Document |
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document |
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| (104) | The cover page for the Company’s Annual Report on Form 10-K for the year ended |
| | December 31, 2023 has been formatted in Inline XBRL |
40
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 20, 2024
ATEL 14, LLC
(Registrant)
| | ||
By: | ATEL Managing Member, LLC Managing Member of Registrant | ||
| | | |
By: | /s/ Dean L. Cash | | |
| | | |
| Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, LLC (Managing Member) | | |
| | | |
| | | |
By: | | | |
| | | |
| Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member) | | |
| | | |
| | | |
By: | /s/ Raymond A. Rigo | | |
| | | |
| Senior Vice President, Fund Controller 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 | | |||
| | | | | ||
| Director, Executive Vice President and Chief Financial | | ||||
| | | | | ||
/s/ Raymond A. Rigo | | Senior Vice President, Fund Controller of ATEL Managing Member, LLC (Managing Member) | | |||
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.
41
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/30 | ||||
| Filed as of: | 3/21/24 | |||
| Filed on: | 3/20/24 | |||
| 2/29/24 | ||||
| For Period end: | 12/31/23 | |||
| 1/1/23 | ||||
| 12/31/22 | 10-K | |||
| 1/1/22 | ||||
| 12/31/21 | 10-K | |||
| 1/1/21 | ||||
| 12/31/20 | 10-K | |||
| 1/1/20 | ||||
| 12/31/19 | 10-K | |||
| 5/20/19 | ||||
| 1/1/19 | ||||
| 12/31/18 | 10-K | |||
| 1/1/18 | ||||
| 12/31/17 | 10-K | |||
| 12/1/17 | ||||
| 11/30/17 | ||||
| 12/1/16 | ||||
| 11/30/16 | ||||
| 4/11/16 | ||||
| 12/1/15 | ||||
| 11/30/15 | ||||
| 12/1/14 | ||||
| 11/30/14 | ||||
| 12/1/13 | ||||
| 11/30/13 | ||||
| 12/1/12 | ||||
| 11/30/12 | ||||
| 12/1/11 | ||||
| 11/30/11 | ||||
| 10/6/11 | ||||
| 5/9/11 | ||||
| 12/31/10 | 10-K | |||
| 2/12/10 | ||||
| 12/2/09 | ||||
| 10/7/09 | EFFECT | |||
| 5/8/09 | ||||
| 4/1/09 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/08/09 Atel 14, LLC 424B3 1:2.8M Donnelley … Solutions/FA |