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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/22 Atel 15, LLC 10-K 12/31/21 66:6.4M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 865K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K
3: EX-14.1 Code of Ethics HTML 28K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
13: R1 Document and Entity Information HTML 87K
14: R2 Balance Sheets HTML 79K
15: R3 Statements of Operations HTML 100K
16: R4 Statements of Changes in Members' Capital HTML 44K
17: R5 Statements of Changes in Members' Capital HTML 21K
(Parenthetical)
18: R6 Statements of Cash Flows HTML 108K
19: R7 Organization and Limited Liability Company Matters HTML 26K
20: R8 Summary of Significant Accounting Policies HTML 71K
21: R9 Concentration of Credit Risk and Major Customers HTML 45K
22: R10 Investment in Equipment and Leases, Net HTML 110K
23: R11 Allowance for Doubtful Accounts HTML 31K
24: R12 Related Party Transactions HTML 35K
25: R13 Non-Recourse Debt HTML 39K
26: R14 Commitments HTML 22K
27: R15 Guarantees HTML 23K
28: R16 Members' Capital HTML 33K
29: R17 Fair Value Measurements HTML 229K
30: R18 Summary of Significant Accounting Policies HTML 102K
(Policy)
31: R19 Summary of Significant Accounting Policies HTML 48K
(Tables)
32: R20 Concentration of Credit Risk and Major Customers HTML 47K
(Tables)
33: R21 Investment in Equipment and Leases, Net (Tables) HTML 113K
34: R22 Allowance for Doubtful Accounts (Tables) HTML 30K
35: R23 Related Party Transactions (Tables) HTML 31K
36: R24 Non-Recourse Debt (Tables) HTML 36K
37: R25 Members' Capital (Tables) HTML 30K
38: R26 Fair Value Measurements (Tables) HTML 229K
39: R27 Organization and Limited Liability Company Matters HTML 53K
(Narrative) (Details)
40: R28 Summary of Significant Accounting Policies HTML 63K
(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 46K
(Schedule of Leasing and Lending Revenues)
(Details)
44: R32 Investment in Equipment and Leases, Net HTML 33K
(Narrative) (Details)
45: R33 Investment in Equipment and Leases, Net HTML 35K
(Investment in Leases) (Details)
46: R34 Investment in Equipment and Leases, Net (Property HTML 55K
on Operating Leases) (Details)
47: R35 Investment in Equipment and Leases, Net (Future HTML 32K
Minimum Lease Payments Receivable) (Details)
48: R36 Investment in Equipment and Leases, Net (Schedule HTML 41K
of Useful Lives of Lease Assets) (Details)
49: R37 Allowance for Doubtful Accounts (Activity in HTML 26K
Allowance for Credit Losses) (Details)
50: R38 Related Party Transactions (Managing Member and HTML 26K
Affiliates Earned Commissions and Billed for
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52: R40 Non-Recourse Debt (Future Minimum Payments of HTML 49K
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57: R45 Fair Value Measurements (Fair Value, Warrants HTML 27K
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59: R47 Fair Value Measurements (Fair Value Measurement of HTML 29K
Assets and Liabilities Measured at Fair Value on a
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Techniques and Significant Unobservable Inputs
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Financial Instruments) (Details)
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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, 2021
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 000-54931
i ATEL 15, LLC
(Exact name of registrant as specified in its charter)
| | |
i California | | i 45-1625956 |
(State
or other jurisdiction of | | (I. R. S. Employer |
i The Transamerica Pyramid, i 600 Montgomery Street, 9th 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 files). i Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes i ☐ No ☒
State the aggregate market value of voting stock held by non-affiliates of the registrant: i Not applicable
The number of Limited Liability Company Units outstanding as of February 28, 2022 was i 6,542,557.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. BUSINESS
General Development of Business
ATEL 15, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on March 4, 2011 (“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. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated in accordance with the provisions of the Operating Agreement. Contributions in the amount of $500 were received as of May 3, 2011, 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 21, 2011, 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 2012. 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 April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 28, 2013.
As of December 31, 2021, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $65.9 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 6,542,557 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 members, 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 15, LLC amended and restated Limited Liability Company Operating Agreement dated October 28, 2011 (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, Related party transactions as set forth in Part II, Item 8, Financial Statements and Supplemental Data). 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 has acquired and intends to acquire various types of new and used equipment subject to leases and to make loans secured by equipment acquired by its borrowers. The Company’s primary investment objective is 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 will include some more technology-dependent equipment such as certain types of communications equipment, medical equipment, manufacturing equipment and office equipment. The Company will also seek investments in 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 purchased equipment under pre-existing leases or for which a lease will be entered into concurrently at the time of the purchase. Through December 31, 2021, the Company had purchased equipment with a total acquisition price of $64.8 million. The Company had also funded investments in notes receivable totaling $9.4 million through December 31, 2021.
As of the date of the final commitment of its proceeds from the sale of Units, the Company’s objective is 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 creditors and/or leases guaranteed by such high quality corporate creditors. High quality corporate creditors are lessees or guarantors who have a credit rating by Moody’s Investors Service, Inc. of “Baa3” or better, or the credit equivalent as determined by the Manager, or are 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 may 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, will consist of these growth capital financing investments and no more than 20% of the portfolio, by cost, will consist of real estate investments. The Company’s objective is to invest approximately 25% of its capital in assets that involve “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 investment in equipment 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 the United States.
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 the footnotes.
3
Equipment Leasing Activities
The Company has acquired a diversified portfolio of equipment. The equipment, all currently located in the United States, has been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Company through December 31, 2021 and the industries to which the assets have been leased (dollars in thousands):
| | | | | | |
|
| Purchase Price |
| Percentage of | ||
| | Excluding | | Total | ||
Asset Types | | Acquisition Fees | | Acquisitions | ||
Marine vessel | | $ | 19,410 |
| 29.96 | % |
Manufacturing | |
| 11,328 |
| 17.49 | % |
Transportation, rail | | | 11,295 | | 17.44 | % |
Food Processing | | | 5,200 | | 8.03 | % |
Coal terminal | |
| 5,084 |
| 7.85 | % |
Material handling | | | 4,147 | | 6.40 | % |
Agriculture | |
| 3,788 |
| 5.85 | % |
Construction | |
| 2,590 |
| 4.00 | % |
Research | | | 574 | | 0.89 | % |
Aviation | | | 443 | | 0.68 | % |
Computers | | | 393 | | 0.61 | % |
Other | |
| 530 |
| 0.80 | % |
| | $ | 64,782 |
| 100.00 | % |
| | | | | | |
|
| Purchase Price |
| Percentage of | ||
| | Excluding | | Total | ||
Industry of Lessee | | Acquisition Fees | | Acquisitions | ||
Oil/Gas field services | | $ | 20,859 |
| 32.20 | % |
Manufacturing | |
| 11,276 |
| 17.41 | % |
Food & kindred products | |
| 5,323 |
| 8.22 | % |
Utilities | |
| 5,200 |
| 8.03 | % |
Wholesale nondurables | |
| 5,084 |
| 7.85 | % |
Transportation, rail | |
| 4,220 |
| 6.51 | % |
Business services | |
| 3,491 |
| 5.39 | % |
Wholesale plastics | |
| 2,395 |
| 3.70 | % |
Lumber/Wood | |
| 1,787 |
| 2.76 | % |
Transportation | |
| 1,482 |
| 2.29 | % |
Non-metallic materials | |
| 877 |
| 1.35 | % |
Chemical/Allied products | |
| 871 |
| 1.34 | % |
Industrial machinery | |
| 710 |
| 1.10 | % |
Other | |
| 1,207 |
| 1.85 | % |
| | $ | 64,782 |
| 100.00 | % |
4
From inception to December 31, 2021, the Company has disposed of certain leased assets as set forth below (in thousands):
| | | | | | | | | |
|
| Original |
| | |
| | | |
| | Equipment Cost | | | | | | | |
| | Excluding | | | | | | | |
Asset Types | | Acquisition Fees | | Sale Price | | Gross Rents | |||
Food processing | | $ | 5,200 | | $ | 3,907 | | $ | 3,271 |
Material handling | |
| 4,073 | |
| 861 | |
| 4,307 |
Manufacturing | | | 7,168 | | | 2,253 | | | 5,955 |
Transportation, rail | |
| 5,397 | |
| 1,744 | |
| 4,306 |
Computers | |
| 580 | |
| 110 | |
| 576 |
Construction | | | 393 | | | 46 | | | 753 |
Other | |
| 1,250 | |
| 322 | |
| 1,369 |
| | $ | 24,061 | | $ | 9,243 | | $ | 20,537 |
For further information regarding the Company’s equipment lease portfolio as of December 31, 2021, 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, 2021 and the industries to which the assets have been financed (dollars in thousands):
| | | | | | |
|
| Amount Financed |
| Percentage of | ||
| | Excluding | | Total | ||
Asset Types | | Acquisition Fees | | Fundings | ||
Computers | | $ | 2,743 |
| 29.22 | % |
Manufacturing | |
| 1,684 |
| 17.94 | % |
Research | |
| 900 |
| 9.59 | % |
Furniture & fixtures | |
| 700 |
| 7.46 | % |
Chemical processing | |
| 300 |
| 3.20 | % |
Vending equipment | |
| 250 |
| 2.66 | % |
Food processing | |
| 193 |
| 2.06 | % |
Other | |
| 2,617 |
| 27.87 | % |
| | $ | 9,387 |
| 100.00 | % |
| | | | | | |
|
| Amount Financed |
| Percentage of | ||
| | Excluding | | Total | ||
Industry of Borrower | | Acquisition Fees | | Fundings | ||
Manufacturing | | $ | 3,850 |
| 41.01 | % |
Engineering/Management services | |
| 2,000 |
| 21.31 | % |
Electronics | |
| 1,234 |
| 13.15 | % |
Computer engines | |
| 800 |
| 8.52 | % |
Business services | |
| 743 |
| 7.92 | % |
Refuse system | |
| 250 |
| 2.66 | % |
Telecommunications | |
| 250 |
| 2.66 | % |
Food processing | |
| 193 |
| 2.06 | % |
Chemical/Allied products | |
| 67 |
| 0.71 | % |
| | $ | 9,387 |
| 100.00 | % |
5
From inception to December 31, 2021, assets financed by the Company that are associated with terminated loans are as follows (in thousands):
| | | | | | | | | |
| | Amount Financed | | | | | | ||
| | Excluding | | Disposition | | Total Payments | |||
Asset Types | | Acquisition Fees | | Proceeds | | Received | |||
Computers | | $ | 2,743 | | $ | 725 | | $ | 2,602 |
Manufacturing | |
| 1,684 | |
| 272 | |
| 1,509 |
Research | |
| 900 | |
| 34 | |
| 1,047 |
Furniture & fixtures | |
| 700 | |
| 81 | |
| 947 |
Chemical processing | |
| 300 | |
| 102 | |
| 145 |
Vending equipment | |
| 250 | |
| 213 | |
| 88 |
Food processing | |
| 193 | |
| — | |
| 247 |
Other | |
| 2,617 | |
| 546 | |
| 2,509 |
| | $ | 9,387 | | $ | 1,973 | | $ | 9,094 |
The Company had no notes receivable as of December 31, 2021 and 2020.
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.
6
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There are certain material conditions and restrictions on the transfer of Units imposed by the terms of the Operating Agreement. Consequently, there is no public market for Units and it is not anticipated that a public market for Units will develop. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.
Fund Valuation
Background to Fund Valuation
The Financial Industry Regulatory Authority (“FINRA”), in conjunction with the Securities and Exchange Commission (“SEC”) updated rules for the presentation of account statement values relative to pricing of Direct Placement Program (“DPP”) shares. Under FINRA Notice 15-02 (the “Notice”) the SEC approved amendments to National Association of Securities Dealers (“NASD”) Rule 2340, Customer Account Statements, and FINRA rule 2310, which address a FINRA member firm’s participation in a public offering of a DPP. In summary, the amendments require a FINRA member firm to include in the account statements for customers holding DPP securities a per share value for the DPP. This per share value must be prepared by, or with the material assistance or confirmation of, a third-party valuation expert or service. The results of this valuation must be disclosed in the issuer’s reports filed under the Securities Exchange Act of 1934. A valuation in compliance with the Notice must be undertaken and published on at least an annual basis.
The effective date of the Notice was April 11, 2016.
Methodologies
Broker dealers are required to provide a per share estimated value on the customer account statements for each non-listed DPP security held by their customers. Such estimated value must have been developed in a manner reasonably designed to provide a reliable value. Two valuation methodologies have been defined by FINRA, which by such designation are presumed to be reliable.
Net Investment Methodology
The amendments to NASD Rule 2340(c)(1)(A) require “net investment” to be based on the “amount available for investment” percentage disclosed in the “Estimated Use of Proceeds” section of the issuer’s offering prospectus. In essence, such value is equal to the offering price less selling commissions, other offering and organization expenses, and capital reserves. This method may be used for up to 150 days following the second anniversary of a Fund breaking escrow.
Appraised Value Methodology
As amended, Rule NASD 2340(c)(1)(B) requires that the per share estimated value disclosed in an issuer’s most recent periodic or current report be based upon an appraisal of the assets and liabilities of the program by, or with the material assistance or confirmation of, a third-party valuation expert or service, in conformity with standard industry valuation practice as it relates to both the aforementioned assets and liabilities. No later than 150 days following the second anniversary of the issuer’s break of escrow for its minimum offering, this methodology must be used to establish the required estimated values.
7
Unit Valuation
The per Unit valuation estimate for ATEL 15, LLC has been conducted, and the results disclosed herein, in compliance with the mandates of the Notice.
For ATEL 15, 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, 2021.
ATEL 15, 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: |
| ● | management fees applicable for the Fund (4.00% of revenue) |
| ● | carried interest applicable for the Fund (7.50% of distributions) |
| ● | operating expenses which are assumed to be 3% of original equipment costs for the Fund |
Projected future cash flows have been discounted back to present value at discount rates based on like-term U.S. Treasury yields (as of the valuation date) plus a 400 basis point spread, to account for the credit risk differentials between the instrument being valued and U.S. Treasury security yields.
8
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 168.5%, based on ATEL’s historical track record as of December 31, 2021.
For Off-Lease: A fair value of off-lease equipment based upon 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 15, LLC Unit Valuation
The Manager’s estimated per Unit value of ATEL 15, LLC at December 31, 2021 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 $3.57. An independent national public accounting firm with valuation expertise was retained to examine, attest and confirm ATEL 15, 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 15, LLC, and the related notes, in all material respects, was based upon industry practice as described in the Manager’s valuation approach.
9
Disclaimer
The foregoing Fund per Unit valuation has been performed solely for the purpose of providing an estimated value per Unit in accordance with a regulatory mandate, in order to provide the broker dealer and custodian community with a valuation on a reasonable and attested basis for use in assigning an estimation of a Unit holder’s account value. Any report or disclosure of such estimated per Unit valuation is to be accompanied by statements that the value does not represent an estimate of the amount a Unit holder would receive if the Unit holder were to seek to sell the Units, and that the Fund intends to liquidate its assets in the ordinary course of its business and over the Fund’s term. Further, each statement of the Fund’s estimated per Unit valuation is to be accompanied by a disclosure that there can be no assurance as to (1) when the Fund will be fully liquidated, (2) the amount the Fund may actually receive if and when the Fund seeks to liquidate its assets, (3) the amount of lease or loan payments the Fund will actually receive over the remaining term, (4) the amount of asset disposition proceeds the Fund will actually receive over the remaining term, and (5) the amounts that may actually be received in distributions by Unit holders over the course of the remaining term.
Distributions
The members of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of January 2012.
Cash distributions were paid by the Fund to members of record as of February 28, 2021, and paid through March 31, 2021. 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 15, LLC Prospectus dated October 28, 2011 (“Prospectus”) under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to members will not be available for reinvestment in additional portfolio assets.
As net cash flows from operations are anticipated to fluctuate during the remaining life of the Fund, distributions will only be paid on an annual basis beginning with March of 2018. The amount of all future distributions is dependent upon the timing of lease payments, renewals and asset sales, which will vary during the year.
Cash distributions were based on current and anticipated gross revenues from the leases and loans acquired. During the Fund’s acquisition and operating stages, the Fund may incur short term borrowing to fund regular distributions of such gross revenues to be generated by newly acquired transactions during their respective initial fixed terms. As such, all Fund periodic cash distributions made during these stages have been, and are expected in the future to be, based on the Fund’s actual and anticipated gross revenues to be generated from the binding initial terms of the leases and loans acquired.
10
The following table summarizes distribution activity for the Fund from inception through December 31, 2021 (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 2011 – Dec 2011 (Distribution of escrow interest) | | Feb 2012 – Jun 2012 | | $ | — | | | | $ | — | | | | $ | — | | | | $ | n/a | | n/a |
Jan 2012 – Nov 2012 | | Feb 2012 – Dec 2012 | | | 1,173 | | | | | — | | | | | 1,173 | | | | | 0.79 | | 1,476,249 |
Dec 2012 – Nov 2013 | | Jan 2013 – Dec 2013 | | | 4,191 | | | | | — | | | | | 4,191 | | | | | 0.88 | | 4,758,784 |
Dec 2013 – Nov 2014 | | Jan 2014 – Dec 2014 | | | 5,952 | | | | | — | | | | | 5,952 | | | | | 0.90 | | 6,620,428 |
Dec 2014 – Nov 2015 | | Jan 2015 – Dec 2015 | | | 5,951 | | | | | — | | | | | 5,951 | | | | | 0.90 | | 6,612,560 |
Dec 2015 – Nov 2016 | | Jan 2016 – Dec 2016 | | | 5,934 | | | | | — | | | | | 5,934 | | | | | 0.90 | | 6,606,921 |
Dec 2016 – Nov 2017 | | Jan 2017 – Dec 2017 | | | 5,892 | | | | | — | | | | | 5,892 | | | | | 0.90 | | 6,567,800 |
Dec 2017 – Feb 2018 | | Mar 2018 | | | 1,918 | | | | | — | | | | | 1,918 | | | | | 0.29 | | 6,554,450 |
Mar 2018 – Feb 2019 | | Mar 2019 | | | 2,958 | | | | | — | | | | | 2,958 | | | | | 0.45 | | 6,542,557 |
Mar 2019 – Feb 2020 | | Mar 2020 | | | 3,271 | | | | | — | | | | | 3,271 | | | | | 0.50 | | 6,542,557 |
Mar 2020 – Feb 2021 | | Mar 2021 | | | 1,374 | | | | | — | | | | | 1,374 | | | | | 0.21 | | 6,542,557 |
| | | | $ | 38,614 | | | | $ | — | | | | $ | 38,614 | | | | $ | 6.72 | | |
| | | | | | | | | | | | | | | | | | | | | | |
Source of distributions | | | | | | | | | | | | | | | | | | | | | | |
Lease and loan payments and sales proceeds received | | | | $ | 38,614 | | 100.00 | % | $ | — | | 0.00 | % | $ | 38,614 | | 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 | % | | | | |
| | | | $ | 38,614 | | 100.00 | % | $ | — | | 0.00 | % | $ | 38,614 | | 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 distribution rate for those units which were outstanding for all of the applicable period. |
| (3) | Balances shown represent weighted average units for the period from January 1, 2012 to November 30, 2012, December 1, 2012 to November 30, 2013, December 1, 2013 to November 30, 2014, December 1, 2014 to November 30, 2015, December 1, 2015 to November 30, 2016, December 1, 2016 to November 30, 2017, December 1, 2017 to February 28, 2018, March 1, 2018 to February 28, 2019, March 1, 2019 to February 29, 2020, March 1, 2020 to February 28, 2021, respectively. |
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.
11
Overview
ATEL 15, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on March 4, 2011 (“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 21, 2011, 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 2012. 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 April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 28, 2013 with a total of 6,620,971 Units subscribed, representing contributions, net of rescissions and repurchases, approximating $65.9 million. As of December 31, 2021, 6,542,557 Units were issued and outstanding.
During 2012, the Company began its acquisition stage with the investment of the net proceeds from the public offering of Units. During the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Company has reinvested and will reinvest cash flow in excess of certain amounts required to be distributed to the members and/or utilize its credit facilities to acquire additional equipment. Throughout the Reinvestment Period, which ended December 31, 2019, the Company anticipated continued reinvestment of cash flow in excess of minimum distributions and other obligations. The Company is governed by its Limited Liability Company Operating Agreement dated October 28, 2011 (“Operating Agreement”).
The Company shall continue until terminated in accordance with the provisions of the Operating Agreement. Periodic distributions are paid at the discretion of the Managing Member.
Results of Operations
The Company had net losses of $1.4 million and $872 thousand for the years ended December 31, 2021 and 2020, respectively. The results for the year ended December 31, 2021 primarily reflect a decrease in total operating revenues and an unfavorable change in other (loss) income related to the Company’s investment securities and warrants, partially offset by a decrease in total operating expenses.
Total operating revenues were $3.4 million and $4.1 million for the years ended December 31, 2021 and 2020, respectively. The $696 thousand, or 17%, decline in operating revenues was primarily due to decreases in operating lease revenues, gain on sales of operating lease assets, and other revenue.
Operating lease revenues decreased by $508 thousand primarily due to continued run-off and disposition of lease assets since December 31, 2020. Gain on sales of operating lease assets decreased by $151 thousand largely due to the change in the mix of assets sold; and other revenue declined by $37 thousand due to a decline in deferred maintenance fees related to excessive wear and tear on certain returned equipment.
Total operating expenses were $4.8 million and $5.1 million for the years ended December 31, 2021 and 2020. The $264 thousand, or 5%, decrease in operating expenses was largely due to decreases in impairment losses on equipment, other expense, cost reimbursements to the Managing Member and taxes on income and franchise fees offset, in part, an increase in depreciation expense.
Impairment losses on equipment declined by $154 thousand primarily due to dispositions of certain off-lease equipment in 2021, which reduced the quantity of equipment with potential impairments. Other expense decreased by $109 thousand primarily due to lower freight and shipping, and bank charges. Cost reimbursements to the Managing Member decreased $78 thousand primarily due to lower allocated costs reflective of the Fund’s declining assets; and taxes on income and franchise fees decreased by $56 thousand due to a lower estimated tax liability. Partially
12
offsetting such decreases in expenses was a $171 thousand increase in depreciation. The increase was a result of an approximate $549 thousand of additional depreciation, recorded to reflect year-to date changes in estimated residual values of certain equipment generating revenue under month-to-month extension, partially offset by the impact of lease run-off.
During the current year, the Company recorded other loss of $16 thousand, net related to both unrealized and realized gains/losses on its portfolio of investments securities and warrants. This compares to other income of $78 thousand, net during the prior year. The $94 thousand unfavorable change in other (loss) income primarily reflects prior year period unrealized gains attributable to a change in the stock price of holdings in a privately held company which completed an initial public offering during 2020. All holdings in such company had been liquidated prior the second quarter of 2021. Included in the other loss recorded for the current year was a $21 thousand gain realized on the sale of investment securities. In contrast, a $36 thousand loss was realized on such sales during the prior year.
Capital Resources and Liquidity
At December 31, 2021 and 2020, the Company’s cash and cash equivalents totaled $2.6 million and $1.3 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.
The Company currently believes it has adequate reserves available to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements.
Cash Flows
The following table sets forth summary cash flow data (in thousands):
| | | | | | |
|
| 2021 |
| 2020 | ||
Net cash provided by (used in): | | | | | | |
Operating activities | | $ | 1,803 | | $ | 2,492 |
Investing activities | | | 1,900 | | | 283 |
Financing activities | |
| (2,420) | |
| (4,505) |
Net increase (decrease) in cash and cash equivalents | | $ | 1,283 | | $ | (1,730) |
During the years ended December 31, 2021 and 2020, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts. In addition, during the same respective years, the Company received $1.4 million and $286 thousand of proceeds from sales of operating lease assets. The Company also received $528 thousand of proceeds from sales of securities during 2021. There were no such receipts during the prior year.
During the years ended December 31, 2021 and 2020, 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 $1.5 million and $3.5 million during 2021 and 2020, respectively; and cash used to reduce non-recourse debt totaled $945 thousand and $959 thousand for the same respective periods. Cash was also used to pay invoices related to management fees and expenses, and other payables in both years.
Distributions
The Company commenced periodic distributions beginning with the month of January 2012. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding the distributions.
13
Commitments and Contingencies and Off-Balance Sheet Transactions
Commitments and Contingencies
At December 31, 2021, there were no commitments to purchase lease assets or to 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 33.
14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Members
ATEL 15, LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of ATEL 15, LLC (the “Company”), as of December 31, 2021 and 2020, the related statements of operations, changes in members’ capital, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, 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 2011.
15
ATEL 15, LLC
BALANCE SHEETS
(In Thousands)
| | | | | | |
| | 2021 |
| 2020 | ||
| | | | | | |
ASSETS |
| |
|
| |
|
Cash and cash equivalents | | $ | i 2,580 | | $ | i 1,297 |
Accounts receivable, net | |
| i 42 | |
| i 46 |
Due from Managing Member and affiliates | | | i — | | | i 55 |
Investment in equity securities | |
| i 60 | |
| i 445 |
Warrants, fair value | |
| i 2 | |
| i 20 |
Investment in equipment and leases, net | |
| i 10,057 | |
| i 14,812 |
Prepaid expenses and other assets | |
| i 9 | |
| i 15 |
Total assets | | $ | i 12,750 | | $ | i 16,690 |
| | | | | | |
LIABILITIES AND MEMBERS’ CAPITAL | |
|
| |
|
|
Accounts payable and accrued liabilities: | |
| | |
| |
Due to Managing Member and affiliates | | $ | i 24 | | $ | i — |
Other | |
| i 120 | |
| i 228 |
Non-recourse debt | |
| i 2,163 | |
| i 3,108 |
Unearned operating lease income | |
| i 68 | |
| i 106 |
Total liabilities | |
| i 2,375 | |
| i 3,442 |
| | | | | | |
Commitments and contingencies | |
|
| |
|
|
| | | | | | |
Members’ capital: | |
|
| |
|
|
Managing Member | |
| i — | |
| i — |
Other Members | |
| i 10,375 | |
| i 13,248 |
Total Members’ capital | |
| i 10,375 | |
| i 13,248 |
Total liabilities and Members’ capital | | $ | i 12,750 | | $ | i 16,690 |
See accompanying notes.
16
ATEL 15, LLC
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands Except for Units and Per Unit Data)
| | | | | | | |
|
| 2021 |
| 2020 |
| ||
Operating revenues: |
| |
|
| |
|
|
Leasing and lending activities: |
| |
|
| |
|
|
Operating leases revenue, net | | $ | i 3,321 | | $ | i 3,829 | |
Gain on sales of lease assets | |
| i 30 | |
| i 181 | |
Other revenue | |
| i 64 | |
| i 101 | |
Total operating revenues | |
| i 3,415 | |
| i 4,111 | |
| | | | | | | |
Operating expenses: | |
|
| |
|
| |
Depreciation of operating lease assets | |
| i 2,571 | |
| i 2,400 | |
Asset management fees to Managing Member | |
| i 136 | |
| i 147 | |
Cost reimbursements to Managing Member and/or affiliates | |
| i 459 | |
| i 537 | |
Impairment losses on equipment | | | i 841 | | | i 995 | |
Impairment losses on investment in equity securities | | | i — | | | i 17 | |
Amortization of initial direct costs | |
| i 1 | |
| i 2 | |
Interest expense | |
| i 91 | |
| i 123 | |
Professional fees | |
| i 143 | |
| i 159 | |
Outside services | |
| i 74 | |
| i 76 | |
Taxes on income and franchise fees | | | i 53 | | | i 109 | |
Storage fees | | | i 87 | | | i 133 | |
Railcar maintenance | | | i 195 | | | i 108 | |
Other expense | |
| i 146 | |
| i 255 | |
Total operating expenses | |
| i 4,797 | |
| i 5,061 | |
Net loss from operations | | | ( i 1,382) | | | ( i 950) | |
| | | | | | | |
Other (loss) income: | | | | | | | |
Gain (loss) on sale of investment in equity securities | | | i 21 | | | ( i 36) | |
Unrealized loss on fair value adjustment for equity securities | | | ( i 19) | | | ( i 14) | |
Unrealized (loss) gain on fair value adjustment for warrants | |
| ( i 18) | |
| i 128 | |
Total other (loss) income | | | ( i 16) | | | i 78 | |
Net loss | | $ | ( i 1,398) | | $ | ( i 872) | |
| | | | | | | |
Net loss: | |
|
| |
|
| |
Managing Member | | $ | i 101 | | $ | i 156 | |
Other Members | |
| ( i 1,499) | |
| ( i 1,028) | |
| | $ | ( i 1,398) | | $ | ( i 872) | |
| | | | | | | |
Net loss per Limited Liability Company Unit (Other Members) | | $ | ( i 0.23) | | $ | ( i 0.16) | |
Weighted average number of Units outstanding | |
| i 6,542,557 | |
| i 6,542,557 | |
See accompanying notes.
17
ATEL 15, LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands Except for Units and Per Unit Data)
| | | | | | | | | | | |
| | | | Amount | | | | ||||
| | | | | | | Managing | | | | |
| | Units |
| Other Members |
| Member |
| Total | |||
Balance December 31, 2019 | | i 6,542,557 | | $ | i 16,075 | | $ | — | | $ | i 16,075 |
Distributions to Other Members ( $ i 0.27 per Unit) | | — | | | ( i 1,799) | | | — | | | ( i 1,799) |
Distributions to Managing Member | | — | | | — | | | ( i 156) | | | ( i 156) |
Net (loss) income | | — | | | ( i 1,028) | | | i 156 | | | ( i 872) |
Balance December 31, 2020 | | i 6,542,557 | | | i 13,248 | | | — | | | i 13,248 |
Distributions to Other Members ( $ i 0.21 per unit) | | — | | | ( i 1,374) | | | — | | | ( i 1,374) |
Distributions to Managing Member | | — | | | — | | | ( i 101) | | | ( i 101) |
Net (loss) income | | — | | | ( i 1,499) | | | i 101 | | | ( i 1,398) |
Balance December 31, 2021 |
| i 6,542,557 | | $ | i 10,375 | | $ | — | | $ | i 10,375 |
See accompanying notes.
18
ATEL 15, LLC
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands)
| | | | | | |
| | | | | | |
| | 2021 | | 2020 | ||
Operating activities: | | | | | | |
Net loss | | $ | ( i 1,398) | | $ | ( i 872) |
Adjustments to reconcile net loss to cash provided by operating activities: | |
|
| |
|
|
Gain on sales of lease assets | |
| ( i 30) | |
| ( i 181) |
Gain (loss) on sales of investment in equity securities | | | ( i 21) | | | i 36 |
Depreciation of operating lease assets | |
| i 2,571 | |
| i 2,400 |
Amortization of initial direct costs | |
| i 1 | |
| i 2 |
Provision for credit losses | |
| i 3 | |
| i 2 |
Impairment losses on investment in equity securities | |
| i — | |
| i 17 |
Impairment losses on equipment | | | i 841 | | | i 995 |
Unrealized loss on fair value adjustment for equity securities | | | i 19 | | | i 14 |
Unrealized loss (gain) on fair value adjustment for warrants | | | i 18 | | | ( i 128) |
Changes in operating assets and liabilities: | |
|
| |
| |
Accounts receivable | |
| i 1 | |
| i 25 |
Prepaid expenses and other assets | |
| i 6 | |
| i 6 |
Due to/from Managing Member and affiliates | |
| ( i 62) | |
| i 49 |
Accounts payable, other | |
| ( i 108) | |
| i 90 |
Unearned operating lease income | |
| ( i 38) | |
| i 37 |
Net cash provided by operating activities | |
| i 1,803 | |
| i 2,492 |
| | | | | | |
Investing activities: | |
|
| |
|
|
Purchase of equity securities | |
| i — | |
| ( i 3) |
Proceeds from sales of lease assets | |
| i 1,372 | |
| i 286 |
Proceeds from sales of equity securities | | | i 528 | | | i — |
Net cash provided by investing activities | |
| i 1,900 | |
| i 283 |
| | | | | | |
Financing activities: | |
|
| |
|
|
Repayments under non-recourse debt | |
| ( i 945) | |
| ( i 959) |
Distributions to Other Members | |
| ( i 1,374) | |
| ( i 3,271) |
Distributions to Managing Member | |
| ( i 101) | |
| ( i 275) |
Net cash used in financing activities | |
| ( i 2,420) | |
| ( i 4,505) |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | |
| i 1,283 | |
| ( i 1,730) |
Cash and cash equivalents at beginning of year | |
| i 1,297 | |
| i 3,027 |
Cash and cash equivalents at end of year | | $ | i 2,580 | | $ | i 1,297 |
| | | | | | |
Supplemental disclosures of cash flow information: | | | | | | |
Cash paid during the year for interest | | $ | i 91 | | $ | i 123 |
Cash paid during the year for taxes | | $ | i 70 | | $ | i 103 |
| | | | | | |
Schedule of non-cash financing transactions: | |
|
| |
|
|
Conversion of warrants to equity securities | | $ | i — | | $ | i 333 |
See accompanying notes.
19
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
1. Organization and Limited Liability Company matters:
ATEL 15, LLC (the “Company” or the “Fund”) was formed under the laws of the state of i California on i March 4, 2011 for the purpose of raising capital and originating i equipment financing transactions 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. The Managing Member is controlled by ATEL Financial Services (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated as provided in the ATEL 15, LLC Amended and Restated Limited Liability Company Operating Agreement dated October 28, 2011 (the ”Operating Agreement”). Contributions in the amount of $ i 500 were received as of May 3, 2011, 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 21, 2011, 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 2012. 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 April 14, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 28, 2013.
As of December 31, 2021, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $ i 65.9 million (inclusive of the $ i 500 initial Member’s capital investment) have been received. As of the same date, i 6,542,557 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 15, LLC amended and restated Limited Liability Company Operating Agreement dated October 28, 2011 (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). 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.
/20
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
2. Summary of significant accounting policies:
iBasis of presentation:
The accompanying balance sheets as of December 31, 2021 and 2020, 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
In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after December 31, 2021, up until the issuance of the financial statements. No events were noted which would require 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 which is 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.
/ /21
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
Equipment on operating leases and related revenue recognition:
Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a i straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with Accounting Standards Codification (ASC) 360-10-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43).
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 credit losses 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.
22
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
Segment 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.
The primary geographic region in which the Company seeks leasing opportunities is North America. For the years ended December 31, 2021 and 2020, and as of December 31, 2021 and 2020, all of the Company’s current operating revenues and long-lived assets relate to customers domiciled in the United States.
/ iInvestment in 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. The Company had $ i 60 thousand and $ i 445 thousand purchased securities at December 31, 2021 and 2020, respectively. Such amounts included investment securities which do not have readily determinable market value totaling $ i i 23 / thousand at both December 31, 2021 and 2020. During the respective years ended December 31, 2021 and 2020, the Company recorded $ i 19 thousand and $ i 14 thousand of unrealized losses on investment securities with readily determinable fair values. There were i i no / fair value adjustments on investment securities that do not have readily determinable fair values during 2021 and 2020. Cumulatively, a total of $ i 17 thousand was recorded to reduce the value of such investment securities held on December 31, 2021. The Company recorded a $ i 17 thousand adjustment to reduce the value of certain impaired securities to zero as of December 31, 2020. There was i no impairment adjustments on investment securities during 2021. The Company sold investment securities valued at approximately $ i 366 thousand and $ i 176 thousand during the 2021 and 2020, respectively. Gains totaling $ i 21 thousand and losses of $ i 36 thousand were realized on such respective sales.
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. As of December 31, 2021 and 2020, the estimated fair value of the Company’s portfolio of warrants was $ i 2 thousand and $ i 20 thousand, respectively. During the years ended December 31, 2021 and 2020, the Company recorded unrealized losses of $ i 18 thousand and unrealized gains of $ i 128 thousand, respectively, on fair valuation of its warrants. There were net exercises of warrants in exchange for securities totaling $ i 333 thousand during 2020. There were i no such exercises of warrants during the current year.
/ 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.
iIncome 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, 2021 and 2020, the related provision for state income taxes was approximately $ i 53 thousand and $ i 109
/23
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
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, 2021 and 2020 as follows (in thousands):
| | | | | | |
|
| 2021 |
| 2020 | ||
Financial statement basis of net assets | | $ | i 10,375 | | $ | i 13,248 |
Tax basis of net assets (unaudited) | |
| i 18,819 | |
| i 18,892 |
Difference | | $ | ( i 8,444) | | $ | ( i 5,644) |
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 reported on the Company’s federal tax return (unaudited) for the years ended December 31, 2021 and 2020 (in thousands):
| | | | | | |
|
| 2021 |
| 2020 | ||
Net loss per financial statements | | $ | ( i 1,398) | | $ | ( i 872) |
Tax adjustments (unaudited): | |
| | |
|
|
Adjustment to depreciation expense | |
| i 404 | |
| ( i 126) |
Provision for losses and doubtful accounts | |
| i 3 | |
| i 2 |
Adjustments to revenues | |
| ( i 1) | |
| i 99 |
Adjustments to gain on sales of assets | |
| i 1,675 | |
| i 106 |
Other | |
| i 832 | |
| i 1,055 |
Income per federal tax return (unaudited) | | $ | i 1,515 | | $ | i 264 |
iPer Unit data:
The Company issues only one class of Units, none of which are considered dilutive. Net loss and distributions per Unit is 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. Management is currently evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the Fund’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 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. Management is currently evaluating the standard and expects the update may
24
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
potentially result in the increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.
In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). The new standard clarifies certain aspects of the new 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. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.
On August 15, 2019, the FASB issued a proposed ASU that would grant certain companies additional time to implement the FASB standards on CECL and hedging. The proposed ASU defers the effective date for CECL to fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years; and defers the effective date for hedging to fiscal periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The ASU was approved on October 16, 2019. In February 2020, the FASB issued ASU 2020-02 and delayed the effective date of Topic 326 until the fiscal years beginning after December 15, 2022.
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, 2021 and 2020, 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:
| | | | | |
Industry |
| 2021 |
| 2020 |
|
Oil/Gas extraction | | i 48 | % | i 43 | % |
Manufacturing | | i 13 | % | i 18 | % |
Elec/Gas/Sanitation | | i 12 | % | i 11 | % |
iDuring 2021 and 2020, 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 |
| 2021 |
| 2020 |
|
Halliburton Overseas Limited |
| Marine vessel |
| i 31 | % | i 27 | % |
AEP Generating Company | | Facility - Other | | i 17 | % | i 10 | % |
GE Aviation |
| Manufacturing | | i 14 | % | i 22 | % |
Cargill, Inc. |
| Material handling |
| i — | % | i 14 | % |
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.
/
25
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
4. Investment in equipment and leases, net:
iThe Company’s investment in equipment and leases consists of the following (in thousands):
| | | | | | | | | | | | |
|
| | |
| | |
| Depreciation/ |
| | | |
| | | | | | | | Amortization | | | | |
| | Balance | | | Reclassifications, | | Expense or | | Balance | |||
| | December 31, | | Additions, Dispositions | | Amortization | | |||||
|
| 2020 |
| and Impairment Leases |
| of Leases |
| 2021 | ||||
Equipment under operating leases, net | | $ | i 11,149 | | $ | i 719 | | $ | ( i 2,571) | | $ | i 9,297 |
Assets held for sale or lease, net | |
| i 3,659 | |
| ( i 2,902) | |
| ( i 1) | |
| i 756 |
Initial direct costs, net | |
| i 4 | |
| i 1 | |
| ( i 1) | |
| i 4 |
Total | | $ | i 14,812 | | $ | ( i 2,182) | | $ | ( i 2,573) | | $ | i 10,057 |
During the years ended December 31, 2021 and 2020, the Company recorded $ i 841 thousand and $ i 995 thousand of impairment adjustments to reduce the book value of certain equipment deemed impaired.
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 2.6 million and $ i 2.4 million for the years ended December 31, 2021 and 2020, respectively. The total for 2021 includes $ i 549 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. Such additional depreciation totaled $ i 372 thousand for 2020. IDC amortization expense related to the Company’s operating leases totaled $ i 1 thousand and $ i 2 thousand for 2021 and 2020, respectively.
All of the Company’s lease asset purchases and capital improvements were made during the years from 2011 through 2015.
Operating leases:
iProperty under operating leases consists of the following (in thousands):
| | | | | | | | | | | | |
|
| Balance |
| | |
| Reclassifications |
| Balance | |||
| | December 31, | | | | | or Dispositions | | ||||
|
| 2020 |
| Additions |
| Impairment leases |
| 2021 | ||||
Marine vessel | | $ | i 19,410 | | $ | i — | | $ | i — | | $ | i 19,410 |
Manufacturing | | | i 4,358 | | | i — | | | ( i 1,605) | | | i 2,753 |
Transportation, rail | |
| i 5,094 | |
| i — | |
| i 805 | |
| i 5,899 |
Facility – other | |
| i 5,084 | |
| i — | |
| i — | |
| i 5,084 |
Construction | | | i 1,775 | | | i — | | | i — | | | i 1,775 |
Other | |
| i 1,158 | |
| i — | |
| ( i 201) | |
| i 957 |
| |
| i 36,879 | |
| i — | |
| ( i 1,001) | |
| i 35,878 |
Less accumulated depreciation | |
| ( i 25,730) | |
| ( i 2,571) | |
| i 1,720 | |
| ( i 26,581) |
Total | | $ | i 11,149 | | $ | ( i 2,571) | | $ | i 719 | | $ | i 9,297 |
The average estimated residual value for assets on operating leases was i i 18 / % of the assets’ original cost at both December 31, 2021 and 2020, respectively. There were i i no / operating leases on non-accrual status at December 31, 2021 and 2020.
/26
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
As of December 31, 2021, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):
| | | |
| | Operating | |
|
| Leases | |
Year ending December 31, 2022 |
| $ | i 2,267 |
2023 |
| | i 1,379 |
2024 | | | i 457 |
2025 | | | i 219 |
2026 |
| | i 50 |
|
| $ | i 4,372 |
/ iThe useful lives for each category of leases is reviewed at a minimum of once per quarter. As of December 31, 2021 and 2020, 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 – i 15 |
Construction |
| i 7 – i 10 |
Facility - other |
| i 7 – i 10 |
Other |
| i 7 – i 10 |
i5. Allowance for doubtful accounts:
iThe Company’s allowance for credit losses are as follows (in thousands):
| | | |
| | Allowance for | |
| | Doubtful | |
| | Accounts | |
|
| Operating Leases | |
Balance December 31, 2019 | | $ | i — |
Provision for doubtful accounts | |
| i 2 |
Balance December 31, 2020 | | $ | i 2 |
Provision for doubtful accounts | | | i 3 |
Balance December 31, 2021 | | $ | i 5 |
/
The Fund had no financing receivables as of December 31, 2021 and 2020.
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.
27
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
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.
iThe Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement, during the years ended December 31, 2021 and 2020 as follows (in thousands):
| | | | | | |
|
| | 2021 |
| | 2020 |
Administrative costs reimbursed to Managing Member and/or affiliates | | $ | i 459 | | $ | i 537 |
Asset management fees to Managing Member | | | i 136 | | | i 147 |
| | $ | i 595 | | $ | i 684 |
/
i7. Non-recourse debt:
At December 31, 2021, non-recourse debt consists of notes payable to financial institutions. The note payments are due in monthly installments. Interest on the note is i 3.40% per annum. The note is secured by assignments of lease payments and pledges of assets. At December 31, 2021, gross operating lease rentals totaled approximately $ i 2.2 million over the remaining lease terms and the carrying value of the pledged assets is $ i 6.3 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 | |||
Year ending December 31, 2022 | | $ | i 978 | | $ | i 58 | | $ | i 1,036 |
2023 | | | i 1,012 | | | i 25 | | | i 1,037 |
2024 | | | i 173 | | | i 1 | | | i 174 |
Total | | $ | i 2,163 | | $ | i 84 | | $ | i 2,247 |
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 14, 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.
/
28
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
8. Commitments:
At December 31, 2021, there were i no commitments to purchase lease assets or to 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.
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 6,542,557 / Units were issued and outstanding at both December 31, 2021 and 2020, 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 members. Commencing with the initial closing date, net income and net loss are to be allocated i 92.5% to the 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 members. The Company commenced periodic distributions during the first quarter of 2012.
iDistributions to the Other Members for the years ended December 31, 2021 and 2020 were as follows (in thousands except Units and per Unit data):
| | | | | | |
| | 2021 |
| 2020 | ||
Distributions declared | | $ | i 1,374 | | $ | i 1,799 |
Weighted average number of Units outstanding | |
| i 6,542,557 | |
| i 6,542,557 |
Weighted average distributions per Unit | | $ | i 0.21 | | $ | i 0.27 |
/
29
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
11. 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.
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, 2021 and 2020, the Company’s warrants and 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, 2021 and 2020.
The measurement methodology is as follows:
Warrants (recurring)
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of December 31, 2021 and 2020, the calculated fair value of the Fund’s warrant portfolio approximated $ i 2 thousand and $ i 20 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.
/30
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
The fair value of warrants that were accounted for on a recurring basis and classified as Level 3 are as follows (in thousands):
| | | | | | |
| | 2021 |
| 2020 | ||
Fair value of warrants at beginning of year | | $ | i 20 | | $ | i 225 |
Unrealized (loss) gain on fair market valuation of warrants | | | ( i 18) | | | i 128 |
Warrants converted to securities | | | i — | | | ( i 333) |
Fair value of warrants at end of year | | $ | i 2 | | $ | i 20 |
Investment in equity securities (recurring)
The Company’s investment securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. As of December 31, 2021 and 2020, the fair value of such investment securities totaled $ i 37 thousand and $ i 422 thousand respectively.
iThe fair value of investment securities that were accounted for on a recurring basis as of the years ended December 31, 2021 and 2020 classified as Level 1 are as follows (in thousands):
| | | | | | |
| | 2021 |
| 2020 | ||
Fair value of securities at the beginning of year | | $ | i 422 | | $ | i 70 |
Conversion of previously held private securities | | | i — | | | i 53 |
Securities sold | | | ( i 366) | | | ( i 176) |
Warrants converted to securities | | | i — | | | i 333 |
Unrealized (loss) gain on fair market valuation of securities | | | ( i 19) | | | i 142 |
Fair value of investment securities at the end of year | | $ | i 37 | | $ | i 422 |
Impaired lease and off-lease equipment (non-recurring)
iDuring the respective years ended December 31, 2021 and 2020, the Company recorded fair value adjustments totaling $ i 841 thousand and $ i 995 thousand to reduce the cost basis of railcars and certain manufacturing, and agriculture equipment deemed impaired. All of the impaired railcars were disposed in 2021.
| | | | | | | | | | | | |
|
| |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | December 31 | | Estimated | | Estimated | | Estimated | ||||
| | 2021 | | 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 323 | | $ | i — | | $ | i — | | $ | i 323 |
| | $ | i 323 | | $ | — | | $ | — | | $ | i 323 |
| | | | | | | | | | | | |
|
| |
| Level 1 |
| Level 2 |
| Level 3 | ||||
| | December 31 | | Estimated | | Estimated | | Estimated | ||||
| | 2020 | | 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 960 | | $ | — | | $ | — | | $ | i 960 |
| | $ | i 960 | | $ | — | | $ | — | | $ | i 960 |
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.
31
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at December 31, 2021 and 2020:
| | | | | | | | |
| | Valuation | | Valuation | | Unobservable | | Range of Input Values |
Name |
| Frequency |
| Technique |
| Inputs |
| (Weighted Average) |
Warrants |
| Recurring |
| Black-Scholes formulation |
| Stock price | | $ i 1.27 - $ i 21.93($ i 2.06) |
| | | | |
| Exercise price | | $ i 1.00 - $ i 38.64($ i 2.44) |
| | | | |
| Time to maturity (in years) | | i 1.00 - i 2.35( i 2.29) |
| | | | |
| Risk-free interest rate | | i 0.42% - i 0.85%( i 0.83%) |
| | | | |
| Annualized volatility | | i 48.99% - i 167.22%( i 53.52%) |
| | | | | | | | |
Lease and Off-lease equipment |
| Non-recurring |
| Market Approach |
| Third Party Agents' Pricing | | $ i 0 - $ i 150,000 |
| | | | | | Quotes - per equipment | | (total of $ i 323,000) |
| | | | | | Equipment Condition | | Poor to Average |
| | | | | | | | |
| | Valuation | | Valuation | | Unobservable | | Range of Input Values |
Name |
| Frequency |
| Technique |
| Inputs |
| (Weighted Average) |
Warrants |
| Recurring |
| Black-Scholes formulation |
| Stock price | | $ i 0.05 - $ i 28.66($ i 0.24) |
| | | | |
| Exercise price | | $ i 0.10 - $ i 160.05($ i 0.32) |
| | | | |
| Time to maturity (in years) | | i 0.98 - i 3.35( i 1.18) |
| | | | |
| Risk-free interest rate | | i 0.10% - i 0.22%( i 0.11%) |
| | | | |
| Annualized volatility | | i 33.86% - i 158.37%( i 35.28%) |
| | | | | | | | |
Lease and Off-lease equipment |
| Non-recurring |
| Market Approach |
| Third Party Agents' Pricing | | $ i 0 - $ i 150,000 |
| | | | | | Quotes - per equipment | | (total of $ i 960,000) |
| | | | | | Equipment Condition | | Poor to Average |
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.
The Company determines the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Cash and cash equivalents
The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.
32
ATEL 15, LLC
NOTES TO FINANCIAL STATEMENTS
Non-recourse debt
The fair value of the Company’s non-recourse 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.
iThe 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, 2021 and 2020 (in thousands):
| | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2021 | |||||||||||||
|
| Carrying | | | | | | | | | | | | | |
|
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial assets: |
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | $ | i 2,580 | | $ | i 2,580 | | $ | i — | | $ | i — | | $ | i 2,580 |
Investment in equity securities | |
| i 37 | |
| i 37 | |
| i — | |
| i — | |
| i 37 |
Warrants, fair value | |
| i 2 | |
| i — | |
| i — | |
| i 2 | |
| i 2 |
| | | | | | | | | | | | | | | |
Financial liabilities: | |
| | |
| | |
| | |
| | |
|
|
Non-recourse debt | |
| i 2,163 | |
| i — | |
| i — | |
| i 2,197 | |
| i 2,197 |
| | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2020 | |||||||||||||
|
| Carrying |
| | |
| | |
| | |
| | | |
|
| Amount |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | |||||
Financial assets: | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | i 1,297 | | $ | i 1,297 | | $ | i — | | $ | i — | | $ | i 1,297 |
Investment in equity securities | |
| i 422 | |
| i 422 | |
| i — | |
| i — | |
| i 422 |
Warrants, fair value | |
| i 20 | |
| i — | |
| i — | |
| i 20 | |
| i 20 |
| | | | | | | | | | | | | | | |
Financial liabilities: | |
|
| |
|
| |
|
| |
|
| |
|
|
Non-recourse debt | |
| i 3,108 | |
| i — | |
| i — | |
| i 3,212 | |
| i 3,212 |
33
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, 2021. 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.
34
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, 2021. 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, 2021.
This annual report does not include an audit report 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, 2021 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.
35
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 ATEL Managing Member, LLC (Managing Member) | |
| |
Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member) |
Dean L. Cash, age 71, 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 68, 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.
36
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, 2021.
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, 2021 and 2020 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.
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
37
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 interest 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 Investment in Equipment, 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 Investment in Equipment. Based on the formula in the NASAA Guidelines, the Fund’s minimum Investment in Equipment would equal 76.875% of Gross Proceeds (80%-[50% × .0625%] = 76.875%), and the Fund’s minimum Investment in Equipment would therefore exceed the NASAA Fee Limitation minimum by 9%.
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 Investment in Equipment exceeds the minimum Investment in Equipment 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 Investment in Equipment over the NASAA Guidelines minimum, 1% for the next 2% of such excess, and 1% for each additional 1% of excess Investment in Equipment. With a minimum Investment in Equipment 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 Investment in Equipment, 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.
38
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.
39
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
At December 31, 2021, 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 |
| 0.008 | % |
|
| The Transamerica Pyramid |
| Company Units |
|
| |
|
| 600 Montgomery Street, 9th Floor |
| 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, 2021 and 2020, the Company incurred audit fees with its principal auditors totaling $88 thousand and $87 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.
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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 Operations for the years ended December 31, 2021 and 2020 | 17 | ||
| | Statements of Changes in Members’ Capital for the years ended December 31, 2021 and 2020 | 18 | ||
| | Statements of Cash Flows for the years ended December 31, 2021 and 2020 | 19 | ||
| | 33 | |||
| | | | ||
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.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document | | |
| | (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | |
| | (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document | | |
| | (104) | The cover page for the Company’s Annual Report on Form 10-K for the year ended | | |
| | | December 31, 2021 has been formatted in Inline XBRL | | |
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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 18, 2022
ATEL 15, 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 | | |
| | | |
| 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 | | 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.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/22 | ||||
| 12/15/22 | ||||
| Filed on: | 3/18/22 | |||
| 2/28/22 | ||||
| For Period end: | 12/31/21 | |||
| 12/15/21 | ||||
| 3/31/21 | 10-Q | |||
| 2/28/21 | ||||
| 12/31/20 | 10-K | |||
| 12/15/20 | ||||
| 3/1/20 | ||||
| 2/29/20 | ||||
| 12/31/19 | 10-K | |||
| 10/16/19 | ||||
| 8/15/19 | ||||
| 5/20/19 | ||||
| 3/1/19 | ||||
| 2/28/19 | ||||
| 3/1/18 | ||||
| 2/28/18 | ||||
| 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 | ||||
| 10/28/13 | ||||
| 12/1/12 | ||||
| 11/30/12 | ||||
| 4/14/12 | ||||
| 4/4/12 | ||||
| 1/1/12 | ||||
| 12/21/11 | ||||
| 10/28/11 | EFFECT | |||
| 5/3/11 | ||||
| 3/4/11 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/01/11 Atel 15, LLC 424B3 1:4.4M Toppan Merrill/FA |