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Atel 14, LLC – ‘10-Q’ for 3/31/20

On:  Friday, 5/15/20, at 3:30pm ET   ·   For:  3/31/20   ·   Accession #:  1558370-20-6705   ·   File #:  0-54356

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

 5/15/20  Atel 14, LLC                      10-Q        3/31/20   59:5.4M                                   Toppan Merrill Bridge/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    530K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
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40: R1          Document and Entity Information                     HTML     47K 
20: R2          Balance Sheets                                      HTML     68K 
27: R3          Statements of Operations                            HTML     80K 
57: R4          Statements of Changes in Members' Capital           HTML     37K 
39: R5          Statements of Changes in Members' Capital           HTML     21K 
                (Parenthetical)                                                  
19: R6          Statements of Cash Flows                            HTML     90K 
26: R7          Organization and Limited Liability Company Matters  HTML     28K 
56: R8          Summary of Significant Accounting Policies          HTML     52K 
41: R9          Allowance for Credit Losses                         HTML     38K 
46: R10         Equipment Under Operating Leases, Net               HTML    148K 
52: R11         Related Party Transactions                          HTML     42K 
37: R12         Non-Recourse Debt                                   HTML     50K 
18: R13         Borrowing Facilities                                HTML     21K 
45: R14         Commitments                                         HTML     20K 
51: R15         Members' Capital                                    HTML     38K 
36: R16         Fair Value Measurements                             HTML    288K 
17: R17         Global Health Emergency                             HTML     21K 
47: R18         Summary of Significant Accounting Policies          HTML     80K 
                (Policy)                                                         
50: R19         Allowance for Credit Losses (Tables)                HTML     38K 
32: R20         Equipment Under Operating Leases, Net (Tables)      HTML    151K 
24: R21         Related Party Transactions (Tables)                 HTML     37K 
44: R22         Non-Recourse Debt (Tables)                          HTML     47K 
59: R23         Members' Capital (Tables)                           HTML     36K 
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                (Narrative) (Details)                                            
43: R26         Summary of Significant Accounting Policies          HTML     56K 
                (Narrative) (Details)                                            
58: R27         Allowance for Credit Losses (Activity in Allowance  HTML     26K 
                for Doubtful Accounts) (Details)                                 
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                (Details)                                                        
25: R29         Equipment Under Operating Leases, Net (Investment   HTML     30K 
                in Leases) (Details)                                             
14: R30         Equipment Under Operating Leases, Net (Property on  HTML     50K 
                Operating Leases) (Details)                                      
33: R31         Equipment Under Operating Leases, Net (Future       HTML     31K 
                Minimum Lease Payments Receivable) (Details)                     
53: R32         Equipment Under Operating Leases, Net (Schedule of  HTML     43K 
                Useful Lives of Lease Assets) (Details)                          
48: R33         Related Party Transactions (Managing Member and/or  HTML     25K 
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                Reimbursements Pursuant to Operating Agreement)                  
                (Details)                                                        
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55: R42         Fair Value Measurements (Fair Value, Investment     HTML     23K 
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38: R43         Fair Value Measurements (Fair Value Measurement of  HTML     24K 
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                Techniques and Significant Unobservable Inputs                   
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‘10-Q’   —   Quarterly Report
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Part I
"Financial Information
"Item 1
"Financial Statements (Unaudited)
"Balance Sheets, March 31, 2020 and December 31, 2019
"Statements of Operations for the three months ended March 31, 2020 and 2019
"Statements of Changes in Members' Capital for the three months ended March 31, 2020 and 2019
"Statements of Cash Flows for the three months ended March 31, 2020 and 2019
"Notes to the Financial Statements
"Item 2
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 4
"Controls and Procedures
"Part II
"Other Information
"Legal Proceedings
"Unregistered Sales of Equity Securities and Use of Proceeds
"Item 3
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Item 5
"Item 6
"Exhibits

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 C:   C: 
  atel14_Current Folio_10Q  

 

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended March 31, 2020

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

For the transition period from        to

 

Commission File number 000‑54356

ATEL 14, LLC

(Exact name of registrant as specified in its charter)

California

26‑4695354

(State or other jurisdiction of 
incorporation or organization)

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

 

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

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 989‑8800

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Liability Company Units

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

 

 

 

 

 

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

N/A

 

N/A

 

N/A

 

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer 

Smaller reporting company 

Emerging growth company

 

 

 

 

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

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

The number of Limited Liability Company Units outstanding as of April 30, 2020 was 8,246,919.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

Table of Contents

ATEL 14, LLC

Index

 

 

 

Part I. 

Financial Information

3

 

 

 

Item 1. 

Financial Statements (Unaudited)

3

 

Balance Sheets, March 31, 2020 and December 31, 2019

3

 

Statements of Operations for the three months ended March 31, 2020 and 2019

4

 

Statements of Changes in Members’ Capital for the three months ended March 31, 2020 and 2019

5

 

Statements of Cash Flows for the three months ended March 31, 2020 and 2019

6

 

Notes to the Financial Statements

7

 

 

 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

 

 

 

Item 4. 

Controls and Procedures

25

 

 

 

Part II. 

Other Information

26

 

 

 

Item 1. 

Legal Proceedings

26

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

26

 

 

 

Item 3. 

Defaults Upon Senior Securities

26

 

 

 

Item 4. 

Mine Safety Disclosures

26

 

 

 

Item 5. 

Other Information

26

 

 

 

Item 6. 

Exhibits

26

 

 

2

Table of Contents

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 14, LLC

BALANCE SHEETS

MARCH 31, 2020 AND DECEMBER 31, 2019

(In Thousands)

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31,

 

    

2020

    

2019

 

 

(Unaudited)

 

 

ASSETS

 

 

  

 

 

  

Cash and cash equivalents

 

$

607

 

$

2,831

Accounts receivable, net

 

 

42

 

 

61

Investment in securities

 

 

98

 

 

99

Warrants, fair value

 

 

40

 

 

271

Equipment under operating leases, net

 

 

14,316

 

 

14,657

Prepaid expenses and other assets

 

 

71

 

 

79

Total assets

 

$

15,174

 

$

17,998

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL

 

 

  

 

 

  

 

 

 

 

 

 

 

Accounts payable and accrued liabilities:

 

 

  

 

 

  

Affiliates

 

$

45

 

$

32

Other

 

 

242

 

 

212

Non-recourse debt

 

 

3,797

 

 

4,022

Unearned operating lease income

 

 

 —

 

 

42

Total liabilities

 

 

4,084

 

 

4,308

 

 

 

 

 

 

 

Commitments and contingencies

 

 

  

 

 

  

 

 

 

 

 

 

 

Members’ capital:

 

 

  

 

 

  

Managing Member

 

 

 —

 

 

 —

Other Members

 

 

11,090

 

 

13,690

Total Members’ capital

 

 

11,090

 

 

13,690

Total liabilities and Members’ capital

 

$

15,174

 

$

17,998

 

See accompanying notes.

3

Table of Contents

ATEL 14, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED

MARCH 31, 2020 AND 2019

(In Thousands Except for Units and Per Unit Data)

(Unaudited)

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

 

2020

    

2019

    

Revenues:

 

  

 

 

  

 

Leasing and lending activities:

 

  

 

 

  

 

Operating leases

$

664

 

$

1,134

 

Interest on notes receivable

 

 —

 

 

17

 

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

 

 1

 

 

405

 

Unrealized (loss) gain on fair value adjustment for warrants

 

(231)

 

 

 1

 

Unrealized loss on fair value adjustment for investments in securities

 

(1)

 

 

(8)

 

Other

 

 2

 

 

 4

 

Total revenues

 

435

 

 

1,553

 

 

 

 

 

 

 

 

Expenses:

 

  

 

 

  

 

Depreciation of operating lease assets

 

332

 

 

649

 

Asset management fees to Managing Member

 

27

 

 

56

 

Cost reimbursements to Managing Member and/or affiliates

 

116

 

 

147

 

Interest expense

 

34

 

 

33

 

Professional fees

 

53

 

 

86

 

Outside services

 

14

 

 

26

 

Taxes on income and franchise fees

 

30

 

 

37

 

Bank charges

 

 2

 

 

 3

 

Storage fees

 

38

 

 

22

 

Railcar maintenance

 

62

 

 

15

 

Freight and shipping

 

35

 

 

13

 

Other

 

18

 

 

43

 

Total expenses

 

761

 

 

1,130

 

Net (loss) income

$

(326)

 

$

423

 

 

 

 

 

 

 

 

Net (loss) income:

 

  

 

 

  

 

Managing Member

$

171

 

$

 —

 

Other Members

 

(497)

 

 

423

 

 

$

(326)

 

$

423

 

 

 

 

 

 

 

 

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

$

(0.06)

 

$

0.05

 

Weighted average number of Units outstanding

 

8,246,919

 

 

8,246,919

 

 

See accompanying notes.

4

Table of Contents

ATEL 14, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED

MARCH 31, 2020 AND 2019

(In Thousands Except for Units and Per Unit Data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2020

 

 

 

 

Amount

 

 

 

 

 

 

 

Other

 

Managing

 

 

 

 

 

Units

 

Members

    

Member

    

Total

Balance December 31, 2019

 

8,246,919

 

$

13,690

 

$

 —

 

$

13,690

Distributions to Other Members ($0.26 per Unit)

 

 —

 

 

(2,103)

 

 

 —

 

 

(2,103)

Distributions to Managing Member

 

 —

 

 

 —

 

 

(171)

 

 

(171)

Net (loss) income

 

 —

 

 

(497)

 

 

171

 

 

(326)

Balance March 31, 2020

 

8,246,919

 

$

11,090

 

$

 —

 

$

11,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2019

 

 

 

 

Amount

 

 

 

 

 

 

 

Other

 

Managing

 

 

 

 

 

Units

 

Members

    

Member

    

Total

Balance December 31, 2018

 

8,246,919

 

$

16,335

 

$

 —

 

$

16,335

Net income

 

 —

 

 

423

 

 

 —

 

 

423

Balance March 31, 2019

 

8,246,919

 

$

16,758

 

$

 —

 

$

16,758

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

5

Table of Contents

ATEL 14, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

 MARCH 31, 2020 AND 2019

(In Thousands)

(Unaudited)

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

 

2020

    

2019

    

Operating activities:

 

  

 

 

  

 

Net (loss) income

$

(326)

 

$

423

 

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

 

 

 

 

 

 

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

 

(1)

 

 

(405)

 

Depreciation of operating lease assets

 

332

 

 

649

 

Provision for credit losses

 

 2

 

 

 1

 

Unrealized loss (gain) on fair value adjustment for warrants

 

231

 

 

(1)

 

Unrealized loss on fair value adjustment for investments in securities

 

 1

 

 

 8

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

17

 

 

35

 

Prepaid expenses and other assets

 

 8

 

 

10

 

Accounts payable, Managing Member and affiliates

 

13

 

 

43

 

Other accounts payable and accruals

 

30

 

 

(8)

 

Unearned operating lease income

 

(42)

 

 

55

 

Net cash provided by operating activities

 

265

 

 

810

 

 

 

 

 

 

 

 

Investing activities:

 

  

 

 

  

 

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

 

10

 

 

514

 

Net cash provided by investing activities

 

10

 

 

514

 

 

 

 

 

 

 

 

Financing activities:

 

  

 

 

  

 

Repayments under non-recourse debt

 

(225)

 

 

(580)

 

Repayments under credit facility

 

 —

 

 

(600)

 

Distributions to Other Members

 

(2,103)

 

 

 —

 

Distributions to Managing Member

 

(171)

 

 

 —

 

Net cash used in financing activities

 

(2,499)

 

 

(1,180)

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(2,224)

 

 

144

 

Cash and cash equivalents at beginning of period

 

2,831

 

 

1,056

 

Cash and cash equivalents at end of period

$

607

 

$

1,200

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

  

 

 

  

 

Cash paid during period for interest

$

34

 

$

13

 

Cash paid during period for taxes

$

138

 

$

16

 

 

See accompanying notes.

 

 

6

Table of Contents

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.  Organization and Limited Liability Company matters:

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

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

As of March 31, 2020, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $83.5 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 8,246,919 Units were issued and outstanding.

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

Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (Note 5). 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, 2019, filed with the Securities and Exchange Commission.

 

7

Table of Contents

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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, 2020 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, 2020, up until the issuance of the financial statements. No events were noted which would require 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 ninety days or less.

Use of Estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable. 

Segment reporting:

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

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

The primary geographic region in which the Company seeks leasing opportunities is North America. For the three months ended March 31, 2020 and 2019, and as of March 31, 2020 and December 31, 2019, all of the Company’s current operating revenues and long-lived assets relate to customers domiciled in the United States.

8

Table of Contents

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Accounts receivable:

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

Investment in securities:

Purchased securities

The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s purchased securities that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. The Company had $98 thousand and $99  thousand of purchased securities at March 31, 2020 and December 31, 2019, respectively. There were no impairment adjustments during the three months ended March 31, 2020 and 2019. For securities with readily determinable fair values, unrealized losses of $1 thousand and $8 thousand were recorded during the three months ended March 31, 2020 and 2019, respectively. There were no fair value adjustments on investment securities that do not have readily determinable fair values during the three months ended March 31, 2020 and 2019. Cumulatively, a total of $227 thousand was recorded to reduce the value of such investment in securities based on changes in observable prices.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. The Company recorded an unrealized loss of $231 thousand and an unrealized gain of $1 thousand on fair value adjustment of its warrants during the three months ended March 31, 2020 and March 31, 2019, respectively.

Credit risk:

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

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Equipment on operating leases and related revenue recognition:

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

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

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

Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis. Upon adoption of Accounting Standards Update (“ASU”) 2016-02, provisions for credit losses relating to operating leases are now included in lease income in the Company’s financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in operating expenses in the Company’s financial statements.

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Initial direct costs:

In 2019, with the adoption of ASU 2016-01, certain costs associated with the execution of the Company’s leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. In 2018 and prior, the Company capitalized initial direct costs  (“IDC”) associated with the origination and funding of lease assets and investments in notes receivable. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease (or note by note) basis based on actual lease term using a straight-line method for operating leases and the effective interest rate method for direct financing leases and notes receivable. Upon disposal of the underlying lease assets and notes receivable, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.

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, 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.

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.

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Recent 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 net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

 

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

 

On August 15, 2019 the FASB issued a proposed ASU that would grant certain companies additional time to implement FASB standards on 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 fiscal year beginning after December 15, 2022.

 

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Fund adopted ASU 2018-13 on January 1, 2020. Such adoption did not have a significant impact on the Fund’s financial statements and related disclosure requirements.

 

3. Allowance for credit losses:

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

 

 

 

 

 

 

Allowance for

 

 

Doubtful

 

 

Accounts

 

 

Operating

 

    

Leases

Balance December 31, 2018

 

$

 —

Provision for credit losses

 

 

 1

Balance March 31, 2019

 

$

 1

 

 

 

 

Balance December 31, 2019

 

$

 5

Provision for credit losses

 

 

 2

Balance March 31, 2020

 

$

 7

 

 

4.  Equipment under Operating Leases, net:

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation/

 

 

 

 

 

 

 

 

Reclassifications, 

 

Amortization

 

 

 

 

 

Balance

 

Improvements/ 

 

Expense or

 

Balance

 

 

December 31, 

 

Dispositions and 

 

Amortization

 

March 31, 

 

    

2019

    

Impairment Losses

    

of Leases

    

2020

Equipment under operating leases, net

 

$

11,477

 

$

(2)

 

$

(332)

 

$

11,143

Assets held for sale or lease, net

 

 

3,180

 

 

(7)

 

 

 —

 

 

3,173

Total

 

$

14,657

 

$

(9)

 

$

(332)

 

$

14,316

 

The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment on operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $332 thousand and $649 thousand for the three months ended March 31, 2020 and 2019, respectively.

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

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Operating leases:

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance

 

 

 

 

 

 

 

Balance

 

 

December 31, 

 

 

 

 

Reclassifications

 

March 31, 

 

    

2019

    

Additions

    

or Dispositions

    

2020

Marine vessel

 

$

19,410

 

$

 —

 

$

 —

 

$

19,410

Transportation, rail

 

 

4,010

 

 

 —

 

 

 —

 

 

4,010

Transportation

 

 

208

 

 

 —

 

 

 —

 

 

208

Manufacturing

 

 

5,292

 

 

 —

 

 

(93)

 

 

5,199

Materials handling

 

 

326

 

 

 —

 

 

(43)

 

 

283

Construction

 

 

919

 

 

 —

 

 

 —

 

 

919

Agriculture

 

 

542

 

 

 —

 

 

 —

 

 

542

 

 

 

30,707

 

 

 —

 

 

(136)

 

 

30,571

Less accumulated depreciation

 

 

(19,230)

 

 

(332)

 

 

134

 

 

(19,428)

Total

 

$

11,477

 

$

(332)

 

$

(2)

 

$

11,143

 

The average estimated residual value for assets on operating leases was 21% of the assets’ original cost at March 31, 2020 and 25% at December 31, 2019. There were no operating leases in non-accrual status at both March 31, 2020 and December 31, 2019.

At March 31, 2020, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

 

 

 

 

 

 

Operating

 

    

Leases

Nine months ending December 31, 2020

 

$

1,159

Year ended December 31, 2021

 

 

1,266

2022

 

 

1,180

2023

 

 

1,164

2024

 

 

211

 

 

$

4,980

 

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of March 31, 2020 and December 31, 2019, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):

 

 

 

Equipment category

    

Useful Life

Transportation, rail

 

35 - 50

Marine vessel

 

20 - 30

Manufacturing

 

10 -15

Agriculture

 

7 - 10

Construction

 

7 - 10

Materials handling

 

7 - 10

Transportation

 

7 - 10

 

 

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

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

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

The Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement, during the three months ended March 31, 2020 and 2019 as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2020

    

2019

    

Administrative costs reimbursed to Managing Member and/or affiliates

 

$

116

 

$

147

 

Asset management fees to Managing Member

 

 

27

 

 

56

 

 

 

$

143

 

$

203

 

 

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, 2020 and December 31, 2019, the Company has not exceeded the annual and/or cumulative limitations discussed above.

 

15

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

6.  Non-recourse debt:

At March 31, 2020, non-recourse debt consists of  a note payable to financial institutions.  Such note is due in monthly installments. Interest on the note is at 3.40% per annum. The note is secured by assignments of lease payments and pledges of assets. At March 31, 2020, gross operating lease rentals totaled approximately $4.1 million; and the carrying value of the pledged assets is $8.2 million. The note matures in 2024.

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

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

 

 

 

 

 

 

 

 

 

 

 

 

Principal

    

Interest

    

Total

Nine months ending December 31, 2020

 

$

689

 

$

89

 

$

778

Year ended December 31, 2021

 

 

946

 

 

91

 

 

1,037

2022

 

 

978

 

 

58

 

 

1,036

2023

 

 

1,012

 

 

25

 

 

1,037

2024

 

 

172

 

 

 1

 

 

173

 

 

$

3,797

 

$

264

 

$

4,061

 

 

 

7. Borrowing facilities:

 

The Company was a party with ATEL Capital Group and certain subsidiaries, and affiliated funds in a $75 million revolving credit facility with a syndicate of financial institutions as lenders. The credit facility was renewed during the fourth quarter of 2019, upon which, the Company ceased to be a participant.

 

8.  Commitments:

At March 31, 2020, there were no commitments to purchase lease assets and fund investments in notes receivable.

 

16

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

9.  Members’ capital:

A total of 8,246,919 Units were issued and outstanding at March 31, 2020 and December 31, 2019, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

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

 

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

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

Distributions to the Other Members for the three months ended March 31, 2020 and 2019 were as follows (in thousands except Units and per Unit data):

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

 

2020

    

2019

    

Distributions declared

$

2,103

 

$

 —

 

Weighted average number of Units outstanding

 

8,246,919

 

 

8,246,919

 

Weighted average distributions per Unit

$

0.26

 

$

 —

 

 

 

10.  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, 2020 and December 31, 2019,  certain investment in securities registered for public sale and warrants were measured on a recurring basis. In addition, certain off-lease equipment deemed impaired were measured at fair value on a non-recurring basis as of March 31, 2020 and December 31, 2019.

17

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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). As of March 31, 2020 and December 31, 2019, the calculated fair value of the Fund’s warrant portfolio approximated $40 thousand and $271 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis for the three months ended March 31, 2020 and 2019 and classified as level 3 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2020

    

2019

Fair value of warrants at beginning of period

 

$

271

 

$

229

Unrealized (loss) gain on fair value adjustment for warrants

 

 

(231)

 

 

 1

Fair value of warrants at end of period

 

$

40

 

$

230

 

Investment securities (recurring)

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

The fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2020 and 2019 and classified as Level 1 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2020

    

2019

Fair value of securities at beginning of period

 

$

15

 

$

112

Unrealized loss on fair value of securities

 

 

(1)

 

 

(8)

Fair value of investment securities at end of period

 

$

14

 

$

104

 

Impaired off-lease equipment (non-recurring)

Subsequent to the first quarter of 2019, the Company had deemed certain equipment to be impaired and recorded fair value adjustments totaling  $801 thousand,  all of which were recorded during the third quarter of 2019. Such adjustments reduced the cost basis of certain off-lease transportation equipment. There was no additional impairment recorded during the first quarter of 2020.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

March 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

$

96

 

$

 —

 

$

 —

 

$

96

 

18

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ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

December 31, 

 

Estimated

 

Estimated

 

Estimated

 

2019

    

Fair Value

    

Fair Value

    

Fair Value

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

 

 

 

 

 

 

 

 

 

 

 

Impaired lease and off-lease equipment

$

104

 

$

 —

 

$

 —

 

$

104

 

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.

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, 2020 and December 31, 2019:

 

 

 

 

 

 

 

 

 

March 31, 2020

 

 

Valuation

 

Valuation

 

Unobservable

 

Range of Input Values

Name

    

Frequency

    

Technique

    

Inputs

    

(Weighted Average)

Warrants

 

Recurring

 

Black-Scholes formulation

 

Stock price

 

$0.12 - $5.23 ($0.29)

 

 

  

 

  

 

Exercise price

 

$0.10 - $1,000.00 ($0.49)

 

 

  

 

  

 

Time to maturity (in years)

 

0.37 - 5.83 (1.66)

 

 

  

 

  

 

Risk-free interest rate

 

0.15% - 0.45% (0.22%)

 

 

  

 

  

 

Annualized volatility

 

35.15% - 114.63% (46.41%)

 

 

 

 

 

 

 

 

 

Off-lease equipment

 

Non-recurring

 

Market Approach

 

Third Party Agents' Pricing

 

$0 - $8,000

 

 

 

 

 

 

Quotes - per equipment

 

(total of $96,000)

 

 

  

 

  

 

Equipment Condition

 

Poor to Average

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

Valuation

 

Valuation

 

Unobservable

 

Range of Input Values

Name

    

Frequency

    

Technique

    

Inputs

    

(Weighted Average)

Warrants

 

Recurring

 

Black-Scholes formulation

 

Stock price

 

$0.12 - $12.92 ($0.38)

 

 

  

 

  

 

Exercise price

 

$0.10 - $1,000.00 ($0.50)

 

 

  

 

  

 

Time to maturity (in years)

 

0.99 - 6.08 (2.05)

 

 

  

 

  

 

Risk-free interest rate

 

1.58% - 1.73% (1.59%)

 

 

  

 

  

 

Annualized volatility

 

43.92% - 109.07% (50.73%)

 

 

 

 

 

 

 

 

 

Off-lease equipment

 

Non-recurring

 

Market Approach

 

Third Party Agents' Pricing

 

$0 - $8,000

 

 

 

 

 

 

Quotes - per equipment

 

(total of $104,000)

 

 

  

 

  

 

Equipment Condition

 

Poor to Average

 

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.

19

Table of Contents

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

Cash and cash equivalents

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

Non-recourse debt

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.

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, 2020 and December 31, 2019 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at March 31, 2020

 

    

Carrying Value

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Cash and cash equivalents

 

$

607

 

$

607

 

$

 —

 

$

 —

 

$

607

Investment in securities

 

 

14

 

 

14

 

 

 —

 

 

 —

 

 

14

Warrants, fair value

 

 

40

 

 

 —

 

 

 —

 

 

40

 

 

40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Non-recourse debt

 

 

3,797

 

 

 —

 

 

 —

 

 

3,817

 

 

3,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at December 31, 2019

 

    

Carrying Value

    

Level 1

    

Level 2

    

Level 3

    

Total

Financial assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Cash and cash equivalents

 

$

2,831

 

$

2,831

 

$

 —

 

$

 —

 

$

2,831

Investment in securities

 

 

15

 

 

15

 

 

 —

 

 

 —

 

 

15

Warrants, fair value

 

 

271

 

 

 —

 

 

 —

 

 

271

 

 

271

 

 

 

  

 

 

  

 

 

 

 

 

  

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Non-recourse debt

 

 

4,022

 

 

 —

 

 

 —

 

 

4,027

 

 

4,027

 

 

 

20

Table of Contents

ATEL 14, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

11.   Global health emergency:

On January  30, 2020, the World Health Organization declared the novel coronavirus outbreak a public health emergency. The Fund’s operations is located in California, which has restricted gatherings of people due to the coronavirus outbreak. At present, the Fund’s operations have not been adversely affected and continues to function effectively. Due to the dynamic nature of these unprecedented circumstances and possible business disruption, the Fund will continue to monitor the situation closely, but given the uncertainty about the situation, an estimate of the future impact, if any, cannot be made at this time.

 

 

21

Table of Contents

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

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

Results of Operations

The Company had a net loss of $326 thousand and net income of $423 thousand for the respective three month periods ended March 31, 2020 and 2019. The results of the first quarter of 2020 reflect decreases in both revenues and expenses when compared to the prior year period.

Total revenues for the quarter ended March 31, 2020 were $435 thousand compared to $1.6 million for the quarter ended March 31, 2019. This reduction of $1.1 million was primarily due to decreases in operating lease revenues, a decrease in gains recognized on sale of assets, and an increase in unrealized losses on the fair market value of warrants.

   

The reduction in operating lease revenues totaled $470 thousand and was a result of portfolio run-off and disposition of lease assets. Gain on sales of lease assets decreased by $404 thousand primarily due to a change in the mix of assets sold; and, unrealized losses on the Fund’s portfolio of warrants increased by $232 thousand due to the low interest rate environment and change in stock price for certain underlying securities. 

 

Total expenses for the current quarter ended March 31, 2020 were $761 thousand and $1.1 million for the quarter ended March 31, 2019. The $369 thousand, or 33%, decline in expenses was primarily due to decreases in depreciation, cost reimbursements to Managing Member and/or affiliates, and asset management fees paid to the Managing Member.

 

Depreciation expense was reduced by $317 thousand primarily due to run-off and sales of lease assets. Cost reimbursements to Managing Member and/or affiliates saw a reduction of $31 thousand due to lower allocated costs. Such decline in allocated costs is reflective of consistent baseline allocations of common costs among the Fund and its affiliates. Management fees was reduced by $29 thousand due to lower managed assets and revenues.

 

These reductions in expenses were partially offset by a $47 thousand increase in railcar maintenance expenses, which was attributable to an increase in off-lease railcar inventory.

 

Capital Resources and Liquidity 

At March 31, 2020 and December 31, 2019, the Company’s cash and cash equivalents totaled $607 thousand and $2.8 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.

22

Table of Contents

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):

 

 

 

 

 

 

 

 

 

    

Three Months Ended

    

 

 

March 31, 

 

 

    

2020

    

2019

    

Net cash provided by (used in):

 

 

  

 

 

  

 

Operating activities

 

$

265

 

$

810

 

Investing activities

 

 

10

 

 

514

 

Financing activities

 

 

(2,499)

 

 

(1,180)

 

Net (decrease) increase in cash and cash equivalents

 

$

(2,224)

 

$

144

 

 

During the three months ended March 31, 2020 and 2019, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts. In addition, during the first quarter of 2019, the Company received $514 thousand of proceeds from sales of lease assets and early termination of notes receivable. Such proceeds total $10 thousand during the current quarter.

 

During the same comparative periods, cash was primarily used to make distributions, and to repay borrowings under non-recourse debt. Distributions paid to the Other Members and the Managing Member amounted to $2.3 million during the three months ended March 31, 2020; there were no distributions paid during the same period in 2019. Repayments of borrowing under non-recourse debt totaled $225 thousand and $580 thousand for the respective three months ended March 31, 2020 and 2019. In addition, during the first quarter of 2019, cash was used to repay $600 thousand of borrowing under the credit facility, which was fully settled in April 2019.

 

Cash was also used to pay invoices related to management fees and expenses, and other payables during 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 December 2009. The monthly distributions were discontinued in 2018 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Managing Member. A special distribution was paid in June 2019.

23

Table of Contents

The following table summarizes distribution activity for the Fund from inception through March 31, 2020 (in thousands except for Units and Per Unit Data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

    

 

    

    

    

    

 

    

    

    

    

 

    

    

    

Total

 

Weighted

 

 

 

 

Return of

 

 

 

Distribution

 

 

 

Total

 

 

 

Distribution

 

Average Units

Distribution Period (1)

    

Paid

    

Capital

    

 

    

of Income

    

 

    

Distribution

    

 

    

per Unit (2)

    

Outstanding (3)

Monthly and quarterly distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oct 2009 - Feb 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Distribution of escrow interest)

 

Jan - Mar 2010  

 

$

 —

 

 

 

$

 —

 

 

 

$

 —

 

 

 

$

 —

 

n/a

Dec 2009 - Dec 2010

 

Jan 2010 - Jan 2011  

 

 

2,003

 

 

 

 

 —

 

 

 

 

2,003

 

 

 

 

0.90

 

2,214,171

Jan 2011 - Nov 2011

 

Feb - Dec 2011  

 

 

4,855

 

 

 

 

 —

 

 

 

 

4,855

 

 

 

 

0.87

 

5,597,722

Dec 2011 - Nov 2012

 

Jan - Dec 2012  

 

 

7,562

 

 

 

 

 —

 

 

 

 

7,562

 

 

 

 

0.90

 

8,400,238

Dec 2012 - Nov 2013

 

Jan - Dec 2013  

 

 

7,550

 

 

 

 

 —

 

 

 

 

7,550

 

 

 

 

0.90

 

8,389,923

Dec 2013 - Nov 2014

 

Jan - Dec 2014  

 

 

7,548

 

 

 

 

 —

 

 

 

 

7,548

 

 

 

 

0.90

 

8,386,015

Dec 2014 - Nov 2015

 

Jan - Dec 2015

 

 

7,535

 

 

 

 

 —

 

 

 

 

7,535

 

 

 

 

0.90

 

8,378,495

Dec 2015 - Nov 2016

 

Jan - Dec 2016

 

 

7,507

 

 

 

 

 —

 

 

 

 

7,507

 

 

 

 

0.90

 

8,355,428

Dec 2016 – Nov 2017

 

Jan - Dec 2017

 

 

7,429

 

  

 

 

 —

 

 

 

 

7,429

 

 

 

 

0.90

 

8,293,381

Oct 2017 – Jan 2018

 

Jan - Jun 2018

 

 

 5

 

 

 

 

 —

 

 

 

 

 5

 

 

 

 

 —

 

8,266,986

Dec 2017 – Feb 2018

 

Jan - Jun 2018

 

 

797

 

 

 

 

 —

 

 

 

 

797

 

 

 

 

0.10

 

8,260,392

Jan 2017 – Jan 2018

 

Jan - Dec 2018

 

 

 7

 

 

 

 

 —

 

 

 

 

 7

 

 

 

 

 —

 

8,286,793

Jan 2019 – Dec 2019

 

Feb - Jun  2019

 

 

2,063

 

 

 

 

 —

 

 

 

 

2,063

 

 

 

 

0.25

 

8,246,919

Jan 2020 - Mar 2020

 

Feb - Mar 2020

 

 

2,103

 

 

 

 

 —

 

 

 

 

2,103

 

 

 

 

0.26

 

8,246,919

 

 

  

 

$

56,964

 

 

 

$

 —

 

 

 

$

56,964

 

 

 

$

7.78

 

  

Source of distributions

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease and loan payments received

 

 

 

$

56,964

 

100.00

% 

$

 —

 

0.00

% 

$

56,964

 

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

% 

 

 

 

 

 

 

 

 

$

56,964

 

100.00

% 

$

 —

 

0.00

% 

$

56,964

 

100.00

% 

 

 

 

 


(1)

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

(2)

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

(3)

Balances shown represent weighted average units for the year ended December 31, 2013, periods from March 6 – November 30, 2014, December 1, 2014 – November 30, 2015, December 31, 2015 - November 30, 2016, December 1, 2016 – November 30, 2017, October 1, 2017January 31, 2018, December 1, 2017February 28, 2018, January 1, 2017January 31, 2018, January 1, 2019 – December 2019 and January 2020 – March 31, 2020, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At March 31, 2020, there were no commitments to purchase lease assets and to fund investments in notes receivable.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see Note 2 Summary of Significant Accounting Policies.

Significant 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.

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes to the Company’s significant accounting policies since December 31, 2019.

24

Table of Contents

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 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, 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, 2020 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.

25

Table of Contents

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.

None.

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

 

 

 

 

 

 

 

(31.1)

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

 

 

 

(31.2)

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

 

 

 

(32.1)

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

 

 

 

(32.2)

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

 

 

 

(101.INS)

XBRL Instance Document

 

 

 

(101.SCH)

XBRL Taxonomy Extension Schema Document

 

 

 

(101.CAL)

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

(101.DEF)

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

(101.LAB)

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

(101.PRE)

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

26

Table of Contents

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 15, 2020

ATEL 14, LLC

(Registrant)

 

 

 

 

By:

ATEL Managing Member, LLC

Managing Member of Registrant

 

 

 

 

 

 

 

By:

/s/ Dean L. Cash

 

 

 

Dean L. Cash

 

 

 

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

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paritosh K. Choksi

 

 

 

Paritosh K. Choksi

 

 

 

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

 

 

 

 

 

 

 

 

 

 

By:

/s/ Samuel Schussler

 

 

 

Samuel Schussler

 

 

 

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

 

 

 

27


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