Form
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the quarterly period ended
For the transition period from to
Commission File number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I. R. S. Employer |
incorporation or organization) | Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
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 |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company | |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of Limited Liability Company Units outstanding as of April 30, 2024 was
DOCUMENTS INCORPORATED BY REFERENCE
None.
ATEL 16, LLC
Index
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
ATEL 16, LLC
BALANCE SHEETS
MARCH 31, 2024 AND DECEMBER 31, 2023
(In Thousands)
(Unaudited)
| March 31, |
| December 31, | |||
2024 | 2023 | |||||
ASSETS | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
| |
| | ||
Investment in equity securities |
| |
| | ||
Warrants, fair value |
| |
| | ||
Investment in equipment and leases, net |
| |
| | ||
Prepaid expenses and other assets |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND MEMBERS’ CAPITAL | ||||||
Accounts payable and accrued liabilities: | ||||||
Due to Managing Member and affiliates | $ | | $ | | ||
Accrued distributions to Other Members |
| |
| | ||
Other |
| |
| | ||
Non-recourse debt |
| |
| | ||
Unearned operating lease income |
| |
| | ||
Total liabilities | | | ||||
Commitments and contingencies (Note 7) | ||||||
Members’ capital: | ||||||
Managing Member |
| |
| | ||
Other Members |
| |
| | ||
Total Members’ capital |
| |
| | ||
Total liabilities and Members’ capital | $ | | $ | |
See accompanying notes.
3
ATEL 16, LLC
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2024 AND 2023
(In Thousands Except for Units and Per Unit Data)
(Unaudited)
Three Months Ended | ||||||
March 31, | ||||||
| 2024 |
| 2023 | |||
Operating revenues: | ||||||
Leasing and lending activities: | ||||||
Operating lease revenue, net | $ | | $ | | ||
Other revenue |
| |
| | ||
Total operating revenues |
| |
| | ||
Operating expenses: | ||||||
Depreciation of operating lease assets |
| |
| | ||
Asset management fees to Managing Member |
| |
| | ||
Cost reimbursements to Managing Member and/or affiliates |
| |
| | ||
Amortization of initial direct costs |
| |
| | ||
Interest expense |
| |
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Professional fees |
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Outside services |
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Taxes on income and franchise fees |
| |
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Other expense |
| |
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Total operating expenses |
| |
| | ||
Net income (loss) from operations | | ( | ||||
Other income (loss): | ||||||
Unrealized gain on fair value adjustment for equity securities | — | | ||||
Unrealized loss on fair value adjustment for warrants |
| — |
| ( | ||
Total other income | — | | ||||
Net income (loss) | $ | | $ | ( | ||
Net income (loss): | ||||||
Managing Member | $ | — | $ | — | ||
Other Members |
| |
| ( | ||
$ | | $ | ( | |||
Net income (loss) per Limited Liability Company Unit - Other Members | $ | | $ | ( | ||
Weighted average number of Units outstanding |
| |
| |
See accompanying notes.
4
ATEL 16, LLC
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
FOR THE THREE MONTHS ENDED
MARCH 31, 2024 AND 2023
(In Thousands Except for Units and Per Unit Data)
(Unaudited)
Three Months Ended March 31, 2024 | |||||||||||
Amount | |||||||||||
Other | Managing | ||||||||||
Units |
| Members |
| Member |
| Total | |||||
Balance December 31, 2023 | | $ | | $ | — | $ | | ||||
Distributions to Other Members ($ | — |
| ( |
| — |
| ( | ||||
Net income | — |
| |
| — |
| | ||||
Balance March 31, 2024 | | | — | | |||||||
Three Months Ended March 31, 2023 | |||||||||||
Amount | |||||||||||
Other | Managing | ||||||||||
Units |
| Members |
| Member |
| Total | |||||
Balance December 31, 2022 | | $ | | $ | — | $ | | ||||
Distributions to Other Members ($ | — |
| ( |
| — |
| ( | ||||
Net loss | — |
| ( |
| — |
| ( | ||||
Balance March 31, 2023 | | | — | |
See accompanying notes.
5
ATEL 16, LLC
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2024 AND 2023
(In Thousands)
(Unaudited)
Three Months Ended | |||||||
March 31, | |||||||
| 2024 | 2023 | |||||
Operating activities: | |||||||
Net income (loss) | $ | | $ | ( | |||
Adjustment to reconcile net income (loss) to cash provided by operating activities: | |||||||
Depreciation of operating lease assets |
| |
| | |||
Amortization of initial direct costs |
| |
| | |||
(Reversal of) provision for doubtful accounts |
| ( |
| | |||
Unrealized gain on fair value adjustment for equity securities | | ( | |||||
Unrealized loss on fair value adjustment for warrants |
| |
| | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable |
| ( |
| | |||
Prepaid expenses and other assets |
| |
| ( | |||
Due to/from Managing Members and affiliates | ( | | |||||
Accounts payable, other |
| ( |
| ( | |||
Unearned operating lease income |
| |
| | |||
Net cash provided by operating activities |
| |
| | |||
Financing activities: | |||||||
Repayments under non-recourse debt |
| ( |
| ( | |||
Distributions to Other Members |
| ( |
| ( | |||
Net cash used in financing activities |
| ( |
| ( | |||
Net decrease in cash and cash equivalents |
| ( |
| ( | |||
Cash and cash equivalents at beginning of period |
| |
| | |||
Cash and cash equivalents at end of period | $ | | $ | | |||
Supplemental disclosures of cash flow information: | |||||||
Cash paid during period for interest | $ | | $ | | |||
Cash paid during period for taxes | $ | | $ | | |||
Schedule of non-cash investing and financing transactions: | |||||||
Distributions payable to Other Members at period-end | $ | | $ | |
See accompanying notes.
6
ATEL 16, LLC
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Limited Liability Company matters:
ATEL 16, LLC (the “Company” or the “Fund”) was formed under the laws of the state of
The Company conducted a public offering of
As of March 31, 2024, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $
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 Unit holders during the Offering Stage and Operating Stage of the Fund, any balance remaining after required minimum distributions, equal to not less than
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 5, Related party transactions). 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.
These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
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2. Summary of significant accounting policies:
Basis of presentation:
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (‘‘GAAP’’) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year.
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 March 31, 2024, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements.
Cash and cash equivalents:
Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of
Use of Estimates:
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts on accounts receivable.
Segment reporting:
The Company is organized into
The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its equipment leasing business operates as one reportable segment because: a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Company has not chosen to organize its business around geographic areas.
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The primary geographic region in which the Company seeks leasing opportunities is North America. For the three months ended March 31, 2024 and 2023, and as of March 31, 2024 and December 31, 2023, all of the Company’s current operating revenues and long-lived assets, respectively, relate to customers domiciled in the United States.
Accounts receivable:
Accounts receivable represent the amounts billed under operating lease contracts which are currently due to the Company. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and the collectability of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.
Investment 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 $
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 March 31, 2024 and December 31, 2023, the estimated fair value of the Company’s portfolio of warrants were both $
9
Credit risk:
Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in noninterest-bearing accounts with financial institutions that have no less than $
Equipment on operating leases and related revenue recognition:
Equipment subject to operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with the Financial Accounting Standards Board (“FASB”) 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.
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
Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than
10
Initial 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.
Acquisition expense:
Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial direct costs, such amounts are expensed as incurred.
Fair Value:
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.
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.
Asset valuation:
Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than the net book
11
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.
Per Unit data:
Net income (loss) and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.
Recent accounting pronouncements:
In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates into the ASC certain incremental disclosure requirements introduced by the Securities and Exchange Commission (“SEC”) as part of its disclosure update and simplification initiative. The amendments in this update are intended to clarify or improve presentation and disclosure requirements around a variety of ASC Topics, improve entity comparability for users, and align ASC requirements with SEC regulations. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the ASC and not become effective. Early adoption is prohibited. The Company does not expect the issuance of this ASU to have a material impact on its financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which include improvements to income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to better align disclosures with Regulation S-X and to remove disclosures no longer considered cost beneficial or relevant. This ASU is effective for public entities for annual periods beginning after December 15, 2024, with earlier or retrospective application permitted. The amendments in this ASU should be applied prospectively for annual financial statements not yet issued or made available for issuance. The Company is evaluating the future impact of the issuance of this ASU on its financial statements and disclosures.
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3. Investment in equipment and leases, net:
The Company’s investment in equipment and leases, net consists of the following (in thousands):
Balance | Additions/ | Depreciation/ | Balance | ||||||||
December 31, | Dispositions/ | Amortization | March 31, | ||||||||
2023 | Reclassifications | Expense | 2024 | ||||||||
Equipment under operating leases, net | $ | | $ | — | $ | ( | $ | | |||
Initial direct costs, net |
| |
| — |
| ( |
| | |||
Total | $ | | $ | — | $ | ( | $ | |
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 $
For the three months ended March 31, 2024, total depreciation includes $
IDC amortization expense related to the Company’s operating leases was $
All of the Company’s lease asset purchases and capital improvements were made during the years from 2014 through 2021.
Operating leases:
Property under operating leases consists of the following (in thousands):
| Balance |
|
| Balance | |||||
December 31, | March 31, | ||||||||
2023 | Additions | 2024 | |||||||
Coal terminal | $ | | $ | | $ | | |||
Aviation | | | | ||||||
Railroad |
| |
| |
| | |||
Marine vessel |
| |
| |
| | |||
Construction | | | | ||||||
Materials handling |
| |
| |
| | |||
Trucks and trailers |
| |
| |
| | |||
Other |
| |
| |
| | |||
| |
| |
| | ||||
Less accumulated depreciation |
| ( |
| ( |
| ( | |||
Total | $ | | $ | ( | $ | |
The average estimated residual value for assets on operating leases was
13
At March 31, 2024, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):
| Operating | ||
Leases | |||
Nine months ending December 31, 2024 | $ | | |
Year ending December 31, 2025 | | ||
2026 |
| | |
2027 |
| | |
2028 |
| | |
$ | |
The useful lives for each category of leases are reviewed at a minimum of once per quarter. As of March 31, 2024, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):
Equipment category |
| Useful Life |
Coal terminal |
| |
Railroad |
| |
Marine vessel |
| |
Aviation |
| |
Construction |
| |
Materials handling |
| |
Trucks and trailers |
| |
Other |
4. Allowance for doubtful accounts:
The Company’s allowance for doubtful accounts are as follows (in thousands):
Allowance for | |||
Doubtful | |||
Accounts | |||
Operating | |||
| Leases | ||
Balance December 31, 2022 | $ | | |
Provision for doubtful accounts | | ||
Balance March 31, 2023 | $ | | |
Balance December 31, 2023 | $ | | |
Reversal of provision for doubtful accounts |
| ( | |
Balance March 31, 2024 | $ |
5. 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.
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Each of AFS and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.
Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.
Pursuant to the Operating Agreement, the Managing Member and/or affiliates earned fees and billed for reimbursements during the three months ended March 31, 2024 and 2023 as follows (in thousands):
Three Months Ended | |||||||
March 31, | |||||||
| 2024 |
| 2023 | ||||
Administrative costs reimbursed to Managing Member and/or affiliates | $ | | $ | | |||
Asset management fees to Managing Member |
| |
| | |||
$ | | $ | |
The Fund’s Operating Agreement places an annual and cumulative limit for cost reimbursements to AFS and/or its affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent such amounts may be payable if within the annual and cumulative limits in such future years. The Fund is a finite life and self-liquidating entity, and AFS and its affiliates have no recourse against the Fund for the amount of any unpaid excess reimbursable administrative expenses. The Fund will continue to require administrative services from AFS and its affiliates through the end of its term, and will therefore continue to incur reimbursable administrative expenses in each year. The Fund has determined that payment of any amounts in excess of the annual and cumulative limits is not probable, and the date any portion of such amount may be paid, if ever, is uncertain. When the Fund completes its liquidation stage and terminates, any unpaid amount will expire unpaid, with no claim by AFS or its affiliates against any liquidation proceeds or any party for the unpaid balance. As of March 31, 2024 and 2023, the Company has not exceeded the annual and/or cumulative limitations discussed above.
6. Non-recourse debt:
At March 31, 2024, non-recourse debt consists of notes payable to financial institutions. The notes are due in monthly installments. Interest on the notes is at fixed rates ranging from
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
15
generally liable and responsible for certain representations, warranties, and covenants made to the lender, such as warranties as to genuineness of the transaction parties’ signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the Company’s good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by such industry as being consistent with non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.
Future minimum payments of non-recourse debt are as follows (in thousands):
| Principal |
| Interest |
| Total | ||||
Nine months ending December 31, 2024 | $ | | $ | | $ | | |||
Year ending December 31, 2025 |
| |
| |
| | |||
2026 |
| |
| |
| | |||
2027 | | | | ||||||
2028 | | | | ||||||
$ | | $ | | $ | |
7. Commitments and contingencies:
At March 31, 2024, there were
8. Members’ capital:
A total of
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
The Fund’s net income or net losses are to be allocated
Fund distributions are to be allocated
16
Distributions to the Other Members for the three months ended March 31, 2024 and 2023 were as follows (in thousands except Units and per Unit data):
Three Months Ended | |||||||
March 31, | |||||||
| 2024 |
| 2023 | ||||
Distributions | $ | | $ | | |||
Weighted average number of Units outstanding |
| |
| | |||
Weighted average distributions per Unit | $ | | $ | |
9. Fair value measurements:
Under applicable accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
At March 31, 2024 and December 31, 2023, the Company’s warrants and investment in equity securities were measured at fair value on a recurring basis. There were no assets measured at fair value on a non-recurring basis at March 31, 2024 and December 31, 2023.
Such fair value adjustments utilized the following methodology:
Warrants (recurring)
Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, time to maturity, and a risk free interest rate for the term(s) of the warrant exercise(s). At both March 31, 2024 and December 31, 2023, the calculated fair value of the Fund’s warrant portfolio approximated $
The fair value of the warrants that were accounted for on a recurring basis for the three months ended March 31, 2024 and 2023 and classified as Level 3 are as follows (in thousands):
Three Months Ended | ||||||
March 31, | ||||||
| 2024 |
| 2023 | |||
Fair value of warrants at beginning of period | $ | | $ | | ||
Unrealized loss on fair value adjustment for warrants |
| — |
| ( | ||
Fair value of warrants at end of period | $ | | $ | |
Investment in equity securities (recurring)
The Company’s investment securities registered for public sale with readily determinable values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The fair value of such securities totaled $
Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets was classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of such
17
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.
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 March 31, 2024 and December 31, 2023:
March 31, 2024 | ||||||||
Valuation | Valuation | Unobservable | Range of Input Values | |||||
Name |
| Frequency |
| Technique |
| Inputs |
| (Weighted Average) |
Warrants |
| Recurring |
| Black-Scholes formulation |
| Stock price | $ | |
| Exercise price | $ | ||||||
| Time to maturity (in years) | |||||||
| Annualized volatility |
December 31, 2023 | ||||||||
Valuation | Valuation | Unobservable | Range of Input Values | |||||
Name |
| Frequency |
| Technique |
| Inputs |
| (Weighted Average) |
Warrants |
| Recurring |
| Black-Scholes formulation |
| Stock price | $ | |
| Exercise price | $ | ||||||
| Time to maturity (in years) | |||||||
| Annualized volatility | |||||||
The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.
The Company determines the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Cash and cash equivalents
The recorded amounts of the Company’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.
Investment in securities
The Company's purchased securities registered for public sale with readily determinable fair value are carried at fair value. These investment securities are valued based on their quoted market price.
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.
18
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 guaranteed liability has been incurred or will likely be incurred.
The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at March 31, 2024 and December 31, 2023 (in thousands):
Fair Value Measurements at March 31, 2024 | |||||||||||||||
| Carrying |
|
|
|
| ||||||||||
Amount | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Financial assets: | |||||||||||||||
Cash and cash equivalents | $ | | $ | | $ | | $ | | $ | | |||||
Investment in equity securities | | | | | | ||||||||||
Warrants, fair value |
| |
| |
| |
| |
| | |||||
Financial liabilities: | |||||||||||||||
Non-recourse debt | | | | | |
Fair Value Measurements at December 31, 2023 | |||||||||||||||
| Carrying |
|
|
|
| ||||||||||
Amount | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Financial assets: | |||||||||||||||
Cash and cash equivalents | $ | | $ | | $ | | $ | | $ | | |||||
Investment in equity securities |
| |
| |
| |
| |
| | |||||
Warrants, fair value |
| |
| |
| |
| |
| | |||||
Financial liabilities: | |||||||||||||||
Non-recourse debt | | | | | |
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q, 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 and borrower defaults and the creditworthiness of its lessees and borrowers. 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-Q. 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-Q or to reflect the occurrence of unanticipated events, other than as required by law.
Overview
ATEL 16, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 27, 2012 for the purpose of raising capital and originating equipment financing transactions and acquiring equipment to engage in equipment leasing and sales activities. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of November 5, 2013.
Through March 31, 2024, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable) totaling $42.8 million (inclusive of the $500 initial Member’s capital investment), had been received. As of March 31, 2024, a total of 4,271,656 Units were issued and outstanding.
Results of Operations
Three months ended March 31, 2024 versus three months ended March 31, 2023
The Company had net income of $8 thousand and a net loss of $157 thousand for the respective three months ended March 31, 2024 and 2023. The current quarter results primarily reflect an increase in total operating revenues and a reduction in total operating expenses when compared to the prior year period.
Revenues
The increase in total operating revenues totaled $24 thousand, or 4%, and was comprised of an increase in operating lease revenue partially offset by a decrease in other revenue.
Operating lease revenue increased by $32 thousand primarily due to the $28 thousand of provision for doubtful accounts recorded during the prior year period, which reduced the rental income during the period. There was no such provision during the current quarter. As a partial offset, other revenue decreased by $8 thousand due to the decline in interest earned on the Fund’s cash deposits.
Expenses
Total operating expenses decreased by $144 thousand, or 21%, primarily due to decreases in depreciation expense, taxes on income and franchise fees, and professional fees.
Depreciation expense decreased by $67 thousand primarily due to lease portfolio run-off; while taxes on income and franchise fees decreased by $37 thousand primarily due to lower estimated state tax liabilities. In addition, professional fees declined by $29 thousand primarily due to lower audit and tax preparation-related costs.
20
Capital Resources and Liquidity
The Company’s cash and cash equivalents totaled $2.8 million and $3.2 million as of March 31, 2024 and December 31, 2023, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases.
The Company currently believes it has available adequate reserves 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. The Managing Member envisions no such requirements for operating purposes.
Cash Flows
The following table sets forth summary cash flow data (in thousands):
Three Months Ended | ||||||
| March 31, | |||||
| 2024 |
| 2023 | |||
Net cash provided by (used in): | ||||||
Operating activities | $ | 396 | $ | 379 | ||
Financing activities |
| (835) |
| (865) | ||
Net decrease in cash and cash equivalents | $ | (439) | $ | (486) |
During the three months ended March 31, 2024 and 2023, the Company’s main source of liquidity was cash flows from its portfolio of operating lease contracts.
During the three months ended March 31, 2024 and 2023, cash was primarily used to pay distributions and repay borrowings under non-recourse debt. Cash used to pay distributions totaled $747 thousand and $748 thousand for the three-month periods ended March 31, 2024 and 2023, respectively; and repayments of non-recourse debt totaled $88 thousand and $117 thousand for the same respective periods. In addition, cash was also used to pay invoices related to management fees and expenses, and other payables for both three-month periods.
Distributions
The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of April 2014. Additional distributions have been made through March 31, 2024.
Cash distributions were paid by the Fund to Unitholders of record as of February 29, 2024, and paid through March 31, 2024. The 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 16, LLC Prospectus dated November 5, 2013 (“Prospectus”) under “Income, Losses and Distributions.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.
The cash distributions were based on current and anticipated gross revenues from the leases, loans and equity investments 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, loans and investments acquired.
21
The following table summarizes distribution activity for the Fund from inception through March 31, 2024 (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 |
|
| ||||||||||||||||||||
Nov 2013 – Mar 2014 (Distribution of all escrow interest) | Jun 2014 | $ | — | $ | — | $ | — | n/a | n/a | |||||||||||||
Mar 2014 – Nov 2014 | Apr 2014 – Dec 2014 |
| 453 |
| — |
| 453 | 0.51 | 896,524 | |||||||||||||
Dec 2014 – Nov 2015 | Jan 2015 – Dec 2015 | 2,096 | — | 2,096 | 0.69 | 3,044,217 | ||||||||||||||||
Dec 2015 – Nov 2016 | Jan 2016 – Dec 2016 | 3,016 | — | 3,016 | 0.70 | 4,306,106 | ||||||||||||||||
Dec 2016 – Nov 2017 | Jan 2017 – Dec 2017 | 3,001 | — | 3,001 | 0.70 | 4,295,644 | ||||||||||||||||
Dec 2017 – Nov 2018 | Jan 2018 – Dec 2018 | 2,997 | — | 2,997 | 0.70 | 4,276,421 | ||||||||||||||||
Dec 2018 – Nov 2019 | Jan 2019 – Dec 2019 | 2,992 | — | 2,992 | 0.70 | 4,274,486 | ||||||||||||||||
Dec 2019 – Nov 2020 | Jan 2020 – Dec 2020 | 2,992 | — | 2,992 | 0.70 | 4,274,486 | ||||||||||||||||
Dec 2020 – Nov 2021 | Jan 2021 – Dec 2021 | 2,992 | — | 2,992 | 0.70 | 4,274,486 | ||||||||||||||||
Dec 2021 – Nov 2022 | Jan 2022 – Dec 2022 | 2,992 | — | 2,992 | 0.70 | 4,274,486 | ||||||||||||||||
Dec 2022 – Nov 2023 | Jan 2023 – Dec 2023 | 2,991 | — | 2,991 | 0.70 | 4,273,518 | ||||||||||||||||
Dec 2023 – Feb 2024 | Jan 2024 – Mar 2024 | 747 | — | 747 | 0.17 | 4,271,656 | ||||||||||||||||
$ | 27,269 | $ | — | $ | 27,269 | $ | 6.97 | |||||||||||||||
Source of distributions |
|
|
|
|
|
| ||||||||||||||||
Lease and loan payments and sales proceeds received | $ | 27,269 | 100.00 | % | $ | — | 0.00 | % | $ | 27,269 | 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 | % |
|
| ||||||||
$ | 27,269 | 100.00 | % | $ | — | 0.00 | % | $ | 27,269 | 100.00 | % |
|
|
(1) | Investors may elect to receive their distributions either monthly or quarterly. See “Timing and Method of Distributions” on Page 67 of the Prospectus. |
(2) | Total distributions per Unit represents the per Unit distributions rate for those units which were outstanding for all of the applicable period. |
(3) | Balances shown represent weighted average units for the period from March 6 – November 30, 2014, December 1, 2014 – November 30, 2015, December 1, 2015 – November 30, 2016, December 1, 2016 – November 30, 2017, December 1, 2017 – November 30, 2018, December 1, 2018 – November 30, 2019, December 1, 2019 – November 30, 2020, December 1, 2020 – November 30, 2021, December 1, 2021 – November 30, 2022, and December 1, 2022 – November 30, 2023, and December 1, 2023 – February 29, 2024, respectively. |
Commitments and Contingencies and Off-Balance Sheet Transactions
Commitments and Contingencies
At March 31, 2024, there were no commitments to purchase lease assets.
Off-Balance Sheet Transactions
None.
Recent Accounting Pronouncements
For information on recent accounting pronouncements, see Note 2 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. On an on-going basis, the Company evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.
22
The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the Company’s significant accounting policies since December 31, 2023.
Item 4. 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 Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-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, Management 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.
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 quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.
.
23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Managing Member. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Managing Member’s financial position or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Item 6. Exhibits.
(a) | Documents filed as a part of this report |
1. | 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. |
2. | Other Exhibits | ||||
Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a) | |||||
Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a) | |||||
Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350 | |||||
Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350 | |||||
(101.INS) | Inline XBRL Instance Document | ||||
(101.SCH) | Inline XBRL Taxonomy Extension Schema Document | ||||
(101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
(101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
(101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
(101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
(104) | The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended | ||||
March 31, 2024 has been formatted in Inline XBRL |
24
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: May 14, 2024
ATEL 16, LLC
(Registrant)
By: | ATEL Managing Member, LLC Managing Member of Registrant | ||
By: | /s/ Dean L. Cash | ||
Dean L. Cash | |||
Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, LLC (Managing Member) | |||
By: | /s/ Paritosh K. Choksi | ||
Paritosh K. Choksi | |||
Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member) | |||
By: | /s/ Raymond A. Rigo | ||
Raymond A. Rigo | |||
Senior Vice President, Fund Controller of ATEL Managing Member, LLC (Managing Member) |
25