SEC Info - Atel 16, LLC - ‘10-Q’ for 9/30/21

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Atel 16, LLC – ‘10-Q’ for 9/30/21

On: Friday, 11/12/21, at 5:39pm ET · As of: 11/15/21 · For: 9/30/21 · Accession #: 1558370-21-15821 · File #: 0-55417

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

11/15/21  Atel 16, LLC                      10-Q        9/30/21   73:8.2M                                   Toppan Merrill Bridge/FA

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.04M 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
12: R1          Document and Entity Information                     HTML     76K 
13: R2          Balance Sheets                                      HTML     76K 
14: R3          Statements of Operations                            HTML     97K 
15: R4          Statements of Changes in Members' Capital           HTML     39K 
16: R5          Statements of Changes in Members' Capital           HTML     23K 
                (Parenthetical)                                                  
17: R6          Statements of Cash Flows                            HTML    109K 
18: R7          Organization and Limited Liability Company Matters  HTML     28K 
19: R8          Summary of Significant Accounting Policies          HTML    111K 
20: R9          Notes Receivable, Net                               HTML     51K 
21: R10         Equipment Under Operating Leases, Net               HTML    121K 
22: R11         Allowance for Credit Losses                         HTML    118K 
23: R12         Related Party Transactions                          HTML     49K 
24: R13         Non-Recourse Debt                                   HTML     47K 
25: R14         Borrowing Facilities                                HTML     41K 
26: R15         Commitments and Contingencies                       HTML     24K 
27: R16         Members' Capital                                    HTML     47K 
28: R17         Fair Value Measurements                             HTML    255K 
29: R18         Global Health Emergency                             HTML     23K 
30: R19         Summary of Significant Accounting Policies          HTML    147K 
                (Policy)                                                         
31: R20         Summary of Significant Accounting Policies          HTML     83K 
                (Tables)                                                         
32: R21         Notes Receivable, Net (Tables)                      HTML     52K 
33: R22         Equipment Under Operating Leases, Net (Tables)      HTML    124K 
34: R23         Allowance for Credit Losses (Tables)                HTML    120K 
35: R24         Related Party Transactions (Tables)                 HTML     44K 
36: R25         Non-Recourse Debt (Tables)                          HTML     44K 
37: R26         Borrowing Facilities (Tables)                       HTML     35K 
38: R27         Members' Capital (Tables)                           HTML     44K 
39: R28         Fair Value Measurements (Tables)                    HTML    260K 
40: R29         Organization and Limited Liability Company Matters  HTML     53K 
                (Narrative) (Details)                                            
41: R30         Summary of Significant Accounting Policies          HTML     94K 
                (Narrative) (Details)                                            
42: R31         Summary of Significant Accounting Policies          HTML     49K 
                (Summary of Geographic Information Relating to                   
                Sources, by Nation, of Partnership's Total Revenue               
                and Long-Lived Assets) (Details)                                 
43: R32         Notes Receivable, Net (Narrative) (Details)         HTML     30K 
44: R33         Notes Receivable, Net (Minimum Future Payments      HTML     38K 
                Receivable) (Details)                                            
45: R34         Notes Receivable, Net (Initial Direct Costs,        HTML     28K 
                Expense Related to Notes Receivable and Company's                
                Operating and Direct Finance Leases) (Details)                   
46: R35         Equipment Under Operating Leases, Net (Narrative)   HTML     38K 
                (Details)                                                        
47: R36         Equipment Under Operating Leases, Net (Investment   HTML     36K 
                in Leases) (Details)                                             
48: R37         Equipment Under Operating Leases, Net (Property on  HTML     71K 
                Operating Leases) (Details)                                      
49: R38         Equipment Under Operating Leases, Net (Future       HTML     36K 
                Minimum Lease Payments Receivable) (Details)                     
50: R39         Equipment Under Operating Leases, Net (Schedule of  HTML     55K 
                Useful Lives of Lease Assets) (Details)                          
51: R40         Allowance for Credit Losses (Narrative) (Details)   HTML     25K 
52: R41         Allowance for Credit Losses (Activity in Allowance  HTML     26K 
                for Credit Losses) (Details)                                     
53: R42         Allowance for Credit Losses (Financing Receivables  HTML     32K 
                by Credit Quality Indicator and by Class)                        
                (Details)                                                        
54: R43         Allowance for Credit Losses (Net Investment in      HTML     39K 
                Financing Receivables by Age) (Details)                          
55: R44         Related Party Transactions (Affiliates Earned       HTML     30K 
                Commissions and Billed for Reimbursements Pursuant               
                to Operating Agreement) (Details)                                
56: R45         Non-Recourse Debt (Narrative) (Details)             HTML     35K 
57: R46         Non-Recourse Debt (Future Minimum Payments of       HTML     69K 
                Non-Recourse Debt) (Details)                                     
58: R47         Borrowing Facilities (Narrative) (Details)          HTML     46K 
59: R48         Borrowing Facilities (Borrowings Under the          HTML     31K 
                Facility) (Details)                                              
60: R49         Commitments and Contingencies (Narrative)           HTML     24K 
                (Details)                                                        
61: R50         Member's Capital (Narrative) (Details)              HTML     43K 
62: R51         Members' Capital (Distributions to Other Members)   HTML     31K 
                (Details)                                                        
63: R52         Fair Value Measurements (Narrative) (Details)       HTML     30K 
64: R53         Fair Value Measurements (Warrants Measured on       HTML     27K 
                Recurring Basis) (Details)                                       
65: R54         Fair Value Measurements (Investment Securities      HTML     29K 
                Measured on Recurring Basis) (Details)                           
66: R55         Fair Value Measurements (Options Measured on        HTML     29K 
                Recurring Basis) (Details)                                       
67: R56         Fair Value Measurements (Fair Value Measurement of  HTML     36K 
                Assets and Liabilities Measured at Fair Value on a               
                Non-Recurring Basis) (Details)                                   
68: R57         Fair Value Measurements (Summary of Valuation       HTML     71K 
                Techniques and Significant Unobservable Inputs                   
                Used) (Details)                                                  
69: R58         Fair Value Measurements (Estimated Fair Values of   HTML     59K 
                Financial Instruments) (Details)                                 
71: XML         IDEA XML File -- Filing Summary                      XML    136K 
11: XML         XBRL Instance -- tmb-20210930x10q_htm                XML   2.49M 
70: EXCEL       IDEA Workbook of Financial Reports                  XLSX     93K 
 7: EX-101.CAL  XBRL Calculations -- tmb-20210930_cal                XML    194K 
 8: EX-101.DEF  XBRL Definitions -- tmb-20210930_def                 XML    522K 
 9: EX-101.LAB  XBRL Labels -- tmb-20210930_lab                      XML    984K 
10: EX-101.PRE  XBRL Presentations -- tmb-20210930_pre               XML    846K 
 6: EX-101.SCH  XBRL Schema -- tmb-20210930                          XSD    181K 
72: JSON        XBRL Instance as JSON Data -- MetaLinks              289±   441K 
73: ZIP         XBRL Zipped Folder -- 0001558370-21-015821-xbrl      Zip    212K

‘10-Q’ — Quarterly Report

Document Table of Contents

Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Balance Sheets, September 30, 2021 and December 31, 2020 Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Financial Statements (Unaudited) Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to the Financial Statements Other Information Part I Part Ii Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 Statements of Changes in Members' Capital for the three and nine months ended September 30, 2021 and 2020 Statements of Operations for the three and nine months ended September 30, 2021 and 2020 Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I
"	Financial Information
"	Item 1
"	Financial Statements (Unaudited)
"	Balance Sheets, September 30, 2021 and December 31, 2020
"	Statements of Operations for the three and nine months ended September 30, 2021 and 2020
"	Statements of Changes in Members' Capital for the three and nine months ended September 30, 2021 and 2020
"	Statements of Cash Flows for the nine months ended September 30, 2021 and 2020
"	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

This is an HTML Document rendered as filed. [ Alternative Formats ]

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Table of Contents

Form i 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended i September 30, 2021

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

For the transition period from to

Commission File number i 000-55417

i ATEL 16, LLC

(Exact name of registrant as specified in its charter)


i California	i 90-0920813
(State or other jurisdiction of	(I. R. S. Employer
incorporation or organization)	Identification No.)

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

(Address of principal executive offices)

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

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

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

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


Title of each class:	Trading Symbol	Name of each exchange on which registered:
N/A	i 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. i Yes ☒ No ☐

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

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


Large accelerated filer ☐	Accelerated filer ☐	i Non-accelerated filer ☒	Smaller reporting company i ☒
Emerging growth company i ☐

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

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

The number of Limited Liability Company Units outstanding as of October 31, 2021 was i 4,274,486.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

ATEL 16, LLC

Index


PART I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3
	Balance Sheets, September 30, 2021 and December 31, 2020	3
	Statements of Operations for the three and nine months ended September 30, 2021 and 2020	4
	Statements of Changes in Members’ Capital for the three and nine months ended September 30, 2021 and 2020	5
	Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6
	Notes to the Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	34

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 16, LLC

BALANCE SHEETS

SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
(In Thousands)

(Unaudited)


	September 30,		December 31,
	2021		2020

ASSETS
Cash and cash equivalents	$	i 4,760	$	i 3,603
Accounts receivable, net		i 19		i 65
Notes receivable, net		i 157		i 576
Investment in securities		i 453		i 1,495
Warrants, fair value		i 124		i 130
Equipment under operating leases, net		i 12,409		i 15,296
Prepaid expenses and other assets		i 13		i 11
Total assets	$	i 17,935	$	i 21,176

LIABILITIES AND MEMBERS’ CAPITAL

Accounts payable and accrued liabilities:
Due to Managing Member and affiliates	$	i 21	$	i 35
Accrued distributions to Other Members		i 289		i 289
Options - short position		i 16		i —
Other		i 67		i 116
Non-recourse debt		i 2,277		i 3,318
Unearned operating lease income		i 440		i 234
Total liabilities		i 3,110		i 3,992

Commitments and contingencies

Members’ capital:
Managing Member		i —		i —
Other Members		i 14,825		i 17,184
Total Members’ capital		i 14,825		i 17,184
Total liabilities and Members’ capital	$	i 17,935	$	i 21,176

See accompanying notes.

Table of Contents

ATEL 16, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2021 AND 2020
(In Thousands Except for Units and Per Unit Data)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

2021

2020

2021

2020

Operating revenues:

Leasing and lending activities:

Operating lease revenue, net

i 653

i 784

i 2,026

i 2,676

Notes receivable interest income

i 16

i 39

i 63

i 143

(Loss) gain on sales of equipment under operating leases and/or early termination of notes receivable

( i 255)

i —

i 31

( i 43)

Interest income

i —

i 1

i —

i 2

Other revenue

i 1

i 2

i 832

i 39

Total operating revenues

i 415

i 826

i 2,952

i 2,817

Operating expenses:

Depreciation of operating lease assets

i 492

i 670

i 1,557

i 1,867

Asset management fees to Managing Member

i 96

i 118

i 283

i 345

Acquisition expense

i 13

i 17

i 28

i 69

Cost reimbursements to Managing Member and/or affiliates

i 120

i 117

i 378

i 380

Amortization of initial direct costs

i 4

i 7

i 13

i 34

Interest expense

i 26

i 39

i 85

i 131

Professional fees

i 4

i 24

i 178

i 146

Outside services

i 19

i 22

i 39

i 57

Taxes on income and franchise fees

i 6

i 18

i 19

Other expense

i 55

i 74

i 171

i 169

Total operating expenses

i 835

i 1,094

i 2,750

i 3,217

(Loss) income from operations

( i 420)

( i 268)

i 202

( i 400)

Other (loss) income:

Gain on sale of securities

i —

i 78

i —

Unrealized loss on fair value adjustment for securities

( i 492)

i —

( i 423)

i —

Unrealized gain (loss) on fair value adjustment for warrants

i 5

i 1

( i 6)

( i 355)

Unrealized gain on options

i 34

i —

i 34

i —

Total other (loss) income

( i 453)

i 1

( i 317)

( i 355)

Net loss

( i 873)

( i 267)

( i 115)

( i 755)

Net loss:

Managing Member

i —

Other Members

( i 873)

( i 267)

( i 115)

( i 755)

( i 873)

( i 267)

( i 115)

( i 755)

Net loss per Limited Liability Company Unit (Other Members)

( i 0.20)

( i 0.06)

( i 0.03)

( i 0.18)

Weighted average number of Units outstanding

i 4,274,486

See accompanying notes.

Table of Contents

ATEL 16, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2021 AND 2020
(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended September 30, 2021
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2021	i 4,274,486	$	i 16,446	$	—	$	i 16,446
Distributions to Other Members ($ i 0.17 per Unit)	—		( i 748)		—		( i 748)
Net loss	—		( i 873)		—		( i 873)
Balance September 30, 2021	i 4,274,486		i 14,825		—		i 14,825

	Nine Months Ended September 30, 2021
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2020	i 4,274,486	$	i 17,184	$	—	$	i 17,184
Distributions to Other Members ($ i 0.52 per Unit)	—		( i 2,244)		—		( i 2,244)
Net loss	—		( i 115)		—		( i 115)
Balance September 30, 2021	i 4,274,486		i 14,825		—		i 14,825

	Three Months Ended September 30, 2020
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2020	i 4,274,486	$	i 18,148	$	—	$	i 18,148
Distributions to Other Members ($ i 0.17 per Unit)	—		( i 748)		—		( i 748)
Net loss	—		( i 267)		—		( i 267)
Balance September 30, 2020	i 4,274,486		i 17,133		—		i 17,133

	Nine Months Ended September 30, 2020
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2019	i 4,274,486	$	i 20,132	$	—	$	i 20,132
Distributions to Other Members ($ i 0.52 per Unit)	—		( i 2,244)		—		( i 2,244)
Net loss	—		( i 755)		—		( i 755)
Balance September 30, 2020	i 4,274,486		i 17,133		—		i 17,133

See accompanying notes.

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ATEL 16, LLC

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2021 AND 2020
(In Thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2021		2020
Operating activities:
Net loss	$	( i 115)	$	( i 755)
Adjustment to reconcile net loss to cash provided by operating activities:
Accretion of note discount-warrants		( i 23)		( i 36)
Depreciation of operating lease assets		i 1,557		i 1,867
(Gain) loss on sales of equipment under operating leases and/or early termination of notes receivable		( i 31)		i 43
Amortization of initial direct costs		i 13		i 34
Provision for (reversal of) credit losses		i 1		i 18
Gain on sale of securities		( i 78)		i —
Unrealized loss on fair value adjustment for securities		i 423		i —
Unrealized loss on fair value adjustment for warrants		i 6		i 355
Unrealized gain on options		( i 34)		i —
Changes in operating assets and liabilities:
Accounts receivable		i 45		( i 24)
Due to/from Managing Members and affiliates		i 36		i 14
Prepaid expenses and other assets		( i 2)		( i 10)
Accounts payable, other		( i 49)		i 2
Unearned operating lease income		i 206		i 189
Net cash provided by operating activities		i 1,955		i 1,697

Investing activities:
Purchases of equipment on operating leases		( i 585)		( i 1,296)
Purchase of securities		i —		( i 6)
Proceeds from sales of securities		i 697		i —
Proceeds from sales of equipment under operating leases and/or early termination of notes receivable		i 1,933		i 198
Principal payments received on notes receivable		i 442		i 597
Net cash provided by (used in) investing activities		i 2,487		( i 507)

Financing activities:
Repayments under non-recourse debt		( i 1,041)		( i 1,676)
Distributions to Other Members		( i 2,244)		( i 2,244)
Net cash used in financing activities		( i 3,285)		( i 3,920)

Net increase (decrease) in cash and cash equivalents		i 1,157		( i 2,730)
Cash and cash equivalents at beginning of period		i 3,603		i 7,992
Cash and cash equivalents at end of period	$	i 4,760	$	i 5,262

Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	i 99	$	i 151
Cash paid during period for taxes	$	i 24	$	i 26

Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	i 289	$	i 289
Options - short position sold through due to/from affiliate	$	i 50	$	i —

See accompanying notes.

Table of Contents

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 i California on i December 27, 2012 (“Date of Inception”) for the purpose of i equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated as provided in the ATEL 16, LLC Limited Liability Company Operating Agreement dated March 1, 2013 (the “Operating Agreement”). Contributions in the amount of $ i 500 were received as of December 31, 2012, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The Company conducted a public offering of i 15,000,000 Limited Liability Company Units (“Units”), at a base price of $ i 10 per Unit. As of March 6, 2014, subscriptions for the minimum number of Units ( i 120,000, representing $ i 1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the second quarter of 2014. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $ i 7.5 million. Total contributions to the Fund exceeded $ i 7.5 million on June 19, 2014, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on November 5, 2015.

As of September 30, 2021, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $ i 42.9 million (inclusive of the $ i 500 initial Member’s capital investment) have been received. As of the same date, i 4,274,486 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 Unit holders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (the first i six years after the year the offering terminates); and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets have been sold or otherwise disposed. The Company is governed by the Operating Agreement.

Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6, Related party transactions). 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, 2020, filed with the Securities and Exchange Commission.

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ATEL 16, 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 and nine months ended September 30, 2021 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 September 30, 2021, 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 i ninety days or less.

/ i

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 i one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in i one reportable operating segment in the United States with activities in the United States and Costa Rica.

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

/ /

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The table below summarize geographic information relating to the sources, by nation, of the Company’s total operating revenues for the three and nine months ended September 30, 2021 and 2020 and long-lived assets as of September 30, 2021 and December 31, 2020 (dollars in thousands):

-p0p0[-

Three Month Ended September 30,

2021

% of Total

2020

% of Total

Revenue

United States

i 415

i 100

i 826

i 100

Costa Rica

i —

Total

i 415

i 100

i 826

i 100

Nine Months Ended September 30,

2021

% of Total

2020

% of Total

Revenue

United States

i 2,940

i 99

i 2,595

i 92

Costa Rica

i 12

i 1

i 222

i 8

Total

i 2,952

i 100

i 2,817

i 100

As of September 30,

As of December 31,

2021

% of Total

2020

% of Total

Long-lived assets

United States

i 11,344

i 91

i 12,462

i 81

Costa Rica

i 1,065

i 9

i 2,834

i 19

Total

i 12,409

i 100

i 15,296

i 100

/ i

Accounts receivable:

Accounts receivable represent the amounts billed under operating 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.

Financing receivables:

In addition to the allowance established for delinquent accounts receivable, the total allowance related solely to financing receivables also includes anticipated impairment charges on notes receivable. See discussion herein under the caption – Notes receivable, unearned interest and related revenue recognition.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Investment in securities:

From time to time, the Company may purchase securities of its borrowers or receive warrants in connection with its lending arrangements.

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 $ i 453 thousand and $ i 1.5 million of purchased securities on September 30, 2021 and December 31, 2020, respectively. Such amounts included investment securities which do not have readily determinable market value totaling $ i i 47 / thousand at both September 30, 2021 and December 31, 2020. During the three months ended September 30, 2021, the Company recorded $ i 492 thousand of unrealized losses on investment securities with readily determinable fair values. Unrealized losses of $ i 423 thousand were recorded on such securities during the nine months ended September 30, 2021. Prior to December 2020, the Company only held securities that do not have readily determinable fair values. Cumulatively, there has been i no fair value adjustments recorded on such securities. There were i i i i no / / / impairment losses on securities during the three and nine months ended September 30, 2021 and 2020. Securities with an approximate value of $ i 619 thousand were sold during the nine months ended September 30, 2021, all of which were sold prior to the third quarter of 2021. Such sales resulted in realized gains of $ i 78 thousand. There were i i no / sales or dispositions of securities during the three and nine months ended September 30, 2020.

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 estimated fair value of the Company’s warrants were $ i 124 thousand and $ i 130 thousand as of September 30, 2021 and December 31, 2020, respectively. The Company recorded unrealized gains of $ i 5 thousand and $ i 1 thousand on fair valuation of its warrants for the three months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021 and 2020, the Company recorded unrealized losses of $ i 6 thousand and $ i 355 thousand, respectively. The Company realized i i i i no / / / gains or losses from the net exercise of warrants during the three and nine months ended September 30, 2021 and 2020.

Options - short position

During the three and nine months ended September 30, 2021, the Fund had sold options contracts on a publicly traded investment security. Such contracts were sold in two tranches as follows: i i 125 / options at a premium of $ i i 3.00 / and i i 75 / options at $ i i 1.64 / per share. Accordingly, the Fund recorded a liability for the initial options value totaling $ i i 38 / thousand and $ i i 12 / thousand, respectively. The options contracts both expire on i January 21, 2022 with a strike price of $ i 15.00 and $ i 12.50, respectively. The options are measured at fair value at least quarterly. During the three and nine months ended September 30, 2021, the Fund recorded unrealized gains totaling $ i i 34 / thousand related to the options. Such unrealized gains reflect changes in the fair value of the options, and effectively reduces the liability related to the options. As of September 30, 2021, such liability totaled $ i i 16 / thousand.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 $ i 10 billion in assets. Such deposits are insured up to $ i 250 thousand. The remainder of the Fund’s 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 lease contracts and notes receivable.

/ i

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is recognized on a i straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with 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 (ASC 360-10-35-43).

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

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

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

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Notes receivable, unearned interest income and related revenue recognition:

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

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

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

/ i

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 (“IDC”), 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.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 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 loss and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.

Recent accounting pronouncements:

In March 2020, the FASB issued Accounting Standards Update 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.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

In November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). The new standard clarifies certain aspects of the new CECL impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

On August 15, 2019, the FASB issued a proposed ASU that would grant certain companies additional time to implement 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.

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. As of September 30, 2021, the original terms of the notes are i 42 months with interest at rates ranging from i 14.84% to i 15.99% per annum. The notes are secured by the equipment financed and i have maturity dates ranging from 2021 through 2022.

As of September 30, 2021, the minimum future payments receivable are as follows (in thousands):


Three months ending December 31, 2021	$	i 64
Year ending December 31, 2022		i 107
		i 171
Less: portion representing unearned interest income		( i 10)
		i 161
Less: warrants - notes receivable discount		( i 4)
Notes receivable, net	$	i 157

/ /

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

IDC amortization expense related to notes receivable and the Company’s operating leases for the three and nine months ended September 30, 2021 and 2020 are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

2021

2020

2021

2020

IDC amortization - notes receivable

i —

i 2

IDC amortization - lease assets

i 4

i 7

i 13

i 32

Total

i 4

i 7

i 13

i 34

4. Equipment under operating leases, net:

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

Additions/

Balance

Dispositions/

Depreciation/

Balance

December 31,

Reclassifications and

Amortization

September 30

2020

Impairment Losses

Expense

2021

Equipment under operating leases, net

i 15,229

( i 5,004)

( i 1,518)

i 8,707

Assets held for sale or lease, net

i —

i 3,687

( i 39)

i 3,648

Initial direct costs, net

i 67

i —

( i 13)

i 54

Total

i 15,296

( i 1,317)

( i 1,570)

i 12,409

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 $ i 492 thousand and $ i 670 thousand for the respective three months ended September 30, 2021 and 2020. For the nine months ended September 30, 2021 and 2020, depreciation expense totaled $ i 1.6 million and $ i 1.9 million, respectively.

Total depreciation for the respective three and nine months ended September 30, 2021 includes $ i 72 thousand and $ i 190 thousand of additional depreciation recorded to reflect year-to-date changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Such estimated residual values of equipment associated with leases on month-to-month extensions are evaluated at least semi-annually, and depreciation recorded for the change in estimated reduction in value. The Company recorded additional depreciation totaling $ i i 149 / thousand for both the three and nine months ended September 30, 2020.

IDC amortization expense related to the Company’s operating leases totaled $ i 4 thousand and $ i 7 thousand for the three months ended September 30, 2021 and 2020, respectively. For the respective nine months ended September 30, 2021 and 2020, IDC amortization expenses totaled $ i 13 thousand and $ i 32 thousand.

All of the Company’s lease asset purchases and capital improvements were made during the years from 2014 through 2021.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Operating leases:

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

Balance

December 31,

Reclassifications/

September 30,

2020

Additions

Dispositions

2021

Aviation

i 5,090

i 319

( i 382)

i 5,027

Containers

i 6,493

i —

( i 5,497)

i 996

Coal terminal

i 5,000

i —

i 5,000

Railroad

i 3,677

i —

( i 344)

i 3,333

Mining

i 2,766

i —

( i 2,766)

i —

Materials handling

i 1,107

i 67

( i 508)

i 666

Marine vessels

i 2,291

i —

( i 2,291)

i —

Trucks and trailers

i 1,103

i —

( i 1,018)

i 85

Manufacturing

i 1,243

i —

i 1,243

Construction

i 1,902

i —

i 1,902

Agriculture

i 414

i 199

( i 250)

i 363

i 31,086

i 585

( i 13,056)

i 18,615

Less accumulated depreciation

( i 15,857)

( i 1,518)

i 7,467

( i 9,908)

Total

i 15,229

( i 933)

( i 5,589)

i 8,707

The average estimated residual value for assets on operating leases was i 24% and i 34% of the assets’ original cost at September 30, 2021 and December 31, 2020, respectively. There were i i no / operating leases in non-accrual status at September 30, 2021 and December 31, 2020.

At September 30, 2021, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):


	Operating
	Leases
Three months ending December 31, 2021	$	i 353
Year ending December 31, 2022		i 1,814
2023		i 1,001
2024		i 747
2025		i 452
Thereafter		i 758
	$	i 5,125

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The useful lives for each category of leases are reviewed at a minimum of once per quarter. As of September 30, 2021, 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		i 50 - i 60
Railroad		i 35 - i 50
Marine vessel		i 20 - i 30
Aviation		i 20 - i 30
Containers		i 15 - i 20
Manufacturing		i 10 - i 15
Mining		i 10 - i 15
Construction		i 7 - i 10
Materials handling		i 7 - i 10
Other		i 7 - i 10

5. 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, 2019	$	i 8
Provision for credit losses		i 18
Balance September 30, 2020	$	i 26

Balance December 31, 2020	$	i 1
Provision for credit losses		i 1
Balance September 30, 2021	$	i 2

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

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

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

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

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

At September 30, 2021 and December 31, 2020, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes warrants – notes receivable discount and unamortized IDC) (in thousands):


	Notes Receivable
	September 30,		December 31,
	2021		2020
Pass	$	i 161	$	i 601
Special mention		i —		i —
Substandard		i —		i —
Doubtful		i —		i —
Total	$	i 161	$	i 601

There were i i no / impaired investments in financing receivables at September 30, 2021 and December 31, 2020.

At September 30, 2021 and December 31, 2020, the investment in financing receivables (excludes warrants – notes receivable discount and unamortized IDC) is aged as follows (in thousands):

Recorded

Greater

Total

Investment>90

31‑60 Days

61‑90 Days

Than

Total

Notes

Days and

September 30, 2021

Past Due

90 Days

Past Due

Current

Receivable

Accruing

Notes receivable

i —

i 161

i —

Recorded

Greater

Total

Investment>90

31‑60 Days

61‑90 Days

Than

Total

Notes

Days and

December 31, 2020

Past Due

90 Days

Past Due

Current

Receivable

Accruing

Notes receivable

i —

i 601

i —

As of September 30, 2021 and December 31, 2020, the Company had i i no / notes receivable on non-accrual status (See Note 3).

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

6. Related party transactions:

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

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

Each of AFS and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group 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 and nine months ended September 30, 2021 and 2020 as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

2021

2020

2021

2020

Administrative costs reimbursed to Managing Member and/or affiliates

i 120

i 117

i 378

i 380

Asset management fees to Managing Member

i 96

i 118

i 283

i 345

Acquisition and initial direct costs paid to Managing Member

i 13

i 17

i 28

i 69

i 229

i 252

i 689

i 794

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 September 30, 2021 and 2020, the Company has not exceeded the annual and/or cumulative limitations discussed above.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

7. Non-recourse debt:

At September 30, 2021, 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 i 3.62% to i 4.71% per annum. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2021, gross operating lease rentals totaled approximately $ i 2.5 million over the remaining lease terms; and the carrying value of the pledged assets is $ i 3.9 million. i The notes mature at various dates from 2022 to 2028.

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
Three months ending December 31, 2021	$	i 132	$	i 18	$	i 150
Year ending December 31, 2022		i 1,032		i 75		i 1,107
2023		i 343		i 43		i 386
2024		i 290		i 28		i 318
2025		i 159		i 19		i 178
Thereafter		i 321		i 21		i 342
	$	i 2,277	$	i 204	$	i 2,481

8. Borrowing facilities:

Effective i June 30, 2021, the Company entered into an amended and restated revolving credit facility agreement (the “Credit Facility”) which replaced a previous agreement which had an expiration date of June 2021. The Company participated with ATEL Capital Group and certain subsidiaries and affiliated entities as borrowers, with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital sub-facility, institutional leasing sub-facility, and a venture line sub-facility. The Company participates in the acquisition sub-facility and the institutional leasing sub-facility, on a several, but not joint, basis (i.e.., the Company is liable only for the amount of the advances extended to the Company under those sub facilities, and not as to amounts extended to any co-borrower).

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The aggregate amount of the Credit Facility is $ i 55 million, with sub-limits for each sub-facility, and currently expires i September 30, 2023 (unless extended). The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings extended to the Company under the acquisition sub-facility or the institutional leasing sub-facility, on a several, but not joint, basis. The Credit Facility includes certain financial covenants made by the Company, as is customarily found in credit facilities of similar size and nature.

As of September 30, 2021 and December 31, 2020, borrowings under the Credit Facility were as follows (in thousands):


	September 30,		December 31,
	2021		2020
Total available under the financing arrangement	$	i 55,000	$	i 55,000
Amount borrowed by the Company under the acquisition facility		i —		i —
Amount borrowed by affiliated partnerships and limited liability companies under the venture, acquisition, and warehouse facilities.		( i 5,452)		( i 5,879)
Total remaining available under the working capital, acquisition and warehouse facilities	$	i 49,548	$	i 49,121

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of September 30, 2021, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.

As of September 30, 2021, the Company’s Tangible Net Worth requirement under the Credit Facility was $ i 10 million, the permitted maximum leverage ratio was not to exceed i 1.25 to 1, and the required minimum interest coverage ratio was not to be less than i 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $ i 14.83 million, i 0.15 to 1, and i 27.00 to 1, respectively, as of September 30, 2021. As such, as of September 30, 2021, the Company was in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.

Fee and interest terms

The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. There were i i no / borrowings outstanding at September 30, 2021 and December 31, 2020.

Warehouse facility

To hold the assets under the Warehousing Facility prior to allocation to specific investor programs, a Warehousing Trust has been entered into by the Company, AFS, ALC, and certain of the affiliated partnerships and limited liability companies. The Warehousing Trust is used by the Warehouse Facility borrowers to acquire and hold, on a short-term basis, certain lease transactions that meet the investment objectives of each of such entities. Each of the leasing programs sponsored by AFS and ALC is a pro rata participant in the Warehousing Trust, as described below. When a program no longer has a need for short-term financing provided by the Warehousing Facility, it is removed from participation, and as new leasing investment entities are formed by AFS and ALC and commence their acquisition stages, these new entities are added.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

As of September 30, 2021, the Company participated in the investment program along with ATEL 17, LLC. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro-rata portion of the obligations of each of the affiliated limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

9. Commitments and contingencies:

At September 30, 2021, there were i no commitments to purchase lease assets or to fund investments in notes receivable.

/ i

10. Members’ capital:

A total of i i 4,274,486 / Units were issued and outstanding at both September 30, 2021 and December 31, 2020, including the i i 50 / Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to i i 15,000,000 / Units in addition to the Units issued to the initial Member.

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

The Fund’s net income or net losses are to be allocated i 100% to the members. From the commencement of the Fund until the initial closing date, net income and net loss were allocated i 99% to the Managing Member and i 1% to the initial members. Commencing with the initial closing date, net income and net loss are to be allocated i 99.9% to the Other Members and i 0.01% to the Managing Member.

Fund distributions are to be allocated i 0.01% to the Managing Member and i 99.99% to the Other Members. The Company commenced periodic distributions in the second quarter of 2014.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Distributions to the Other Members for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands except Units and per Unit data):

Three Months Ended

Nine Months Ended

September 30,

2021

2020

2021

2020

Distributions

i 748

i 2,244

Weighted average number of Units outstanding

i 4,274,486

Weighted average distributions per Unit

i 0.17

i 0.52

11. Fair value measurements:

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

At September 30, 2021, the Company’s warrants, investment securities and options were measured on a recurring basis, while only the Company’s warrants were measured on a recurring basis at September 30, 2020. In addition, certain equipment deemed impaired were measured at fair value on a non-recurring basis as of September 30, 2021 and December 31, 2020.

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 September 30, 2021 and December 31, 2020, the calculated fair value of the Fund’s warrant portfolio approximated $ i 124 thousand and $ i 130 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The fair value of the warrants that were accounted for on a recurring basis and classified as Level 3 are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

2021

2020

2021

2020

Fair value of warrants at beginning of period

i 119

i 374

i 130

i 730

Unrealized gain (loss) on fair value adjustment for warrants

i 5

i 1

( i 6)

( i 355)

Fair value of warrants at end of period

i 124

i 375

i 124

i 375

Investment 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 $ i 406 thousand and $ i 1.4 million at September 30, 2021 and December 31, 2020, respectively. The Company had i no investment securities with readily determinable values at September 30, 2020.

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The fair value of the investment securities that were accounted for on a recurring basis for the three and nine months ended September 30, 2021, and classified as Level 1 are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

2021

2020

2021

2020

Fair value of securities at beginning of period

i 898

i —

i 1,448

i —

Securities sold

i —

( i 619)

i —

Unrealized loss on fair value adjustment for securities

( i 492)

i —

( i 423)

i —

Fair value of securities at end of period

i 406

i —

i 406

i —

Options – short position (recurring)

The liability associated with the Company’s options – short position contracts are measured at fair value based on the price of the publicly traded options contracts, with any changes in fair value recognized in the Company’s results of operations. The fair value of such options totaled $ i 16 thousand as of September 30, 2021. There were i no such options contracts prior to the third quarter of 2021.

The fair value of the options – short position that were accounted for on a recurring basis for both the three and nine months ended September 30, 2021 and classified as Level 1 are as follows (in thousands):


Fair value options - short position at beginning of period	$	i —
Options sold		i 50
Unrealized gain on fair valuation of options		( i 34)
Fair value options - short position at end of period	$	i 16

Impaired equipment (non-recurring)

During the year ended December 31, 2020, the Company recorded fair value adjustments totaling $ i 548 thousand to reduce the cost basis of certain containers. There was i i no / additional impaired equipment during the three and nine months ended September 30, 2021.


			Level 1		Level 2		Level 3
	September 30		Estimated		Estimated		Estimated
	2021		Fair Value		Fair Value		Fair Value
Assets measured at fair value on a non-recurring basis (in thousands):
Impaired equipment		i 1,073	$	i —	$	i —	$	i 1,073
	$	i 1,073	$	i —	$	i —	$	i 1,073

			Level 1		Level 2		Level 3
	December 31,		Estimated		Estimated		Estimated
	2020		Fair Value		Fair Value		Fair Value
Assets measured at fair value on a non-recurring basis (in thousands):
Impaired equipment	$	i 2,195	$	i —	$	i —	$	i 2,195
	$	i 2,195	$	i —	$	i —	$	i 2,195

Table of Contents

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 September 30, 2021 and December 31, 2020:


September 30, 2021
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$ i 0.01 - $ i 11.71 ($ i 0.09)
			Exercise price	$ i 0.02 - $ i 9.00 ($ i 0.09)
			Time to maturity (in years)	i 2.60 - i 10.19 ( i 6.28)
			Risk-free interest rate	i 0.47% - i 1.58% ( i 1.22%)
			Annualized volatility	i 39.81% - i 115.04% ( i 55.44%)

Equipment	Non-recurring	Market Approach	Third Party Agents' Pricing	$ i 0 - $ i 6,500
			Quotes - per equipment	(total of $ i 1,072,500)
			Equipment Condition	Poor to Average


December 31, 2020
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$ i 0.01 - $ i 16.95 ($ i 0.09)
			Exercise price	$ i 0.02 - $ i 9.00 ($ i 0.09)
			Time to maturity (in years)	i 3.35 - i 10.94 ( i 7.02)
			Risk-free interest rate	i 0.22% - i 1.58% ( i 0.67%)
			Annualized volatility	i 40.36% - i 115.04% ( i 55.48%)

Equipment	Non-recurring	Market Approach	Third Party Agents' Pricing	$ i 0 - $ i 6,500
			Quotes - per equipment	(total of $ i 2,195,000)
			Equipment Condition	Poor to Average

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

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

Cash and cash equivalents

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

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Notes receivable

The fair value of the Company’s notes receivable is generally estimated based upon various methodologies deployed by financial and credit management including, but not limited to, credit analysis, third party appraisal and/or discounted cash flow analysis based upon current market valuation techniques and market rates for similar types of lending arrangements, which may consider adjustments for impaired loans as deemed necessary.

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 September 30, 2021 and December 31, 2020 (in thousands):

Fair Value Measurements at September 30, 2021

Carrying

Amount

Level 1

Level 2

Level 3

Total

Financial assets:

Cash and cash equivalents

i 4,760

i —

i 4,760

Notes receivable, net

i 157

—

i —

i 159

Investment in securities

i 406

i —

i 406

Warrants, fair value

i 124

—

i —

i 124

Financial liabilities:

Options - short position

i 16

i —

i 16

Non-recourse debt

i 2,277

—

i —

i 2,340

Fair Value Measurements at December 31, 2020

Carrying

Amount

Level 1

Level 2

Level 3

Total

Financial assets:

Cash and cash equivalents

i 3,603

i —

i 3,603

Notes receivable, net

i 576

i —

i 585

Investment in securities

i 1,448

i —

i 1,448

Warrants, fair value

i 130

i —

i 130

Financial liabilities:

Non-recourse debt

i 3,318

i —

i 3,448

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

12. 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.

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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 September 30, 2021, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable) totaling $42.9 million (inclusive of the $500 initial Member’s capital investment), had been received. As of September 30, 2021, a total of 4,274,486 Units were issued and outstanding.

Results of Operations

Three months ended September 30, 2021 versus three months ended September 30, 2020

The Company had net losses of $873 thousand and $267 thousand for the respective three months ended September 30, 2021 and 2020. The current quarter results reflect decreases in both total operating revenues and total operating expenses, as well as an unfavorable change in other (loss) income related to the Company’s investment securities, warrants and options – short position.

Total operating revenues declined by $411 thousand, or 50%, primarily due to losses on sales of lease assets and a decrease in operating lease revenues. The Company realized $255 thousand of losses on sales of certain trucks and containers during the current quarter. There were no sales of equipment during the prior year period. In addition, operating lease revenues declined by $131 thousand largely due to run-off and sales of lease assets.

Total operating expenses decreased by $259 thousand, or 24%, primarily due to lower depreciation, asset management fees to the Manager and professional fees. Depreciation declined by $178 thousand largely due to run-off and disposition of lease assets. Such decline is net of $72 thousand of additional depreciation recorded to reflect current quarter changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Asset management fees paid to the Manager declined by $22 thousand largely due to the decline in managed assets, notably the Fund’s notes receivable and lease asset portfolios. In addition, professional fees declined by $20 thousand due to timing differences in receipt of services and billings.

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The Company also recorded other loss totaling $453 thousand and $1 thousand of other income for the three months ended September 30, 2021 and 2020, respectively. The other loss recorded during the current quarter was comprised of $492 thousand of unrealized losses on investment securities offset by $34 thousand of unrealized gains on a short position options contract the Company sold on its investment security, and $5 thousand of unrealized gains on its warrants portfolio. Such unrealized (losses) and gains are a result of changes in the prices of investments securities and options, which reflect the fair value of such assets, and in the case of the warrants, changes to the underlying prices of certain securities. By comparison, other income recorded during the prior year quarter was entirely the result of a $1 thousand unrealized gain on the fair value of the Company’s warrants.

Nine months ended September 30, 2021 versus nine months ended September 30, 2020

The Company had net losses of $115 thousand and $755 thousand for the respective nine months ended September 30, 2021 and 2020. The year-to-date results for 2021 reflect an increase in total operating revenues and decreases in total operating expenses and other loss related to the Company’s investment securities, warrants and options – short position.

Total operating revenues increased by $135 thousand, or 5%, primarily due to increases in other revenue and gains on sales of lease assets partially offset by reductions in operating lease revenue and interest income on notes receivable.

Other revenue increased by $793 thousand due to deferred maintenance fees received on certain returned equipment; while gains on sales of equipment increased by $74 thousand mainly due to the change in the mix of assets sold. As partial offsets, operating lease revenues declined by $650 thousand primarily due to run-off, sales of lease assets, and the early termination of certain leases; and interest income on notes receivable decreased by $80 thousand largely due to maturities of certain notes since September 30, 2020.

Total operating expenses decreased by $467 thousand, or 15%, primarily due to decreases in depreciation expense, asset management fees to the Manager, interest expense and acquisition expense. Depreciation declined by $310 thousand largely due to run-off, sales of lease assets, and the early termination of certain leases. Such decline is net of $201 thousand of incremental depreciation from lease asset purchases since September 30, 2020, and $190 thousand of additional depreciation recorded to reflect current period changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Asset management fees to the Manager declined by $62 thousand largely due to the decline in managed assets; and interest expense declined by $46 thousand due to the maturities of certain notes. In addition, acquisition expense was reduced by $41 thousand due to the period over period decline in asset acquisition activity.

The Company also recorded other losses totaling $317 thousand and $355 thousand for the nine months ended September 30, 2021 and 2020, respectively. The other loss recorded during the current nine-month period was comprised of $423 thousand of unrealized losses on investment securities and $6 thousand of unrealized losses on warrants offset by $34 thousand of unrealized gains on a short position option contract the Company sold on its investment security, and a $78 thousand gain realized on sales of investment securities. Such unrealized (losses) and gains are a result of changes in the prices of investments securities and options, which reflect the fair value of such assets, and changes to the underlying prices of certain securities in the warrants portfolio. By comparison, other loss recorded during the prior year period was entirely the result of a $355 thousand unrealized gain on the fair value of the Company’s warrants, which was also due to changes to the underlying prices of certain securities. There were no sales of investment securities during the prior year period.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $4.8 million and $3.6 million as of September 30, 2021 and December 31, 2020, 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 lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The Company currently believes it has 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

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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):


	Nine Months Ended
	September 30,
	2021		2020
Net cash provided by (used in):
Operating activities	$	1,955	$	1,697
Investing activities		2,487		(507)
Financing activities		(3,285)		(3,920)
Net increase (decrease) in cash and cash equivalents	$	1,157	$	(2,730)

During the nine months ended September 30, 2021 and 2020, the Company’s main sources of liquidity were cash flows from its portfolio of operating lease contracts, principal payments on its investments in notes receivable and proceeds from sales of lease assets and/or early termination of notes receivable. Principal payments received on the notes receivable totaled $442 thousand and $597 thousand for the nine months ended September 30, 2021 and 2020, respectively; and, proceeds from sales of assets and/or early termination of notes receivable totaled $1.9 million and $198 thousand for the same respective periods. In addition, the Company received $697 thousand of proceeds from the sale of securities during the nine months ended September 30, 2021. There were no such sales during the prior year period.

During the nine months ended September 30, 2021, cash was used to pay distributions of $2.2 million, repay $1.0 million of borrowings under non-recourse debt, and acquire $585 thousand of lease assets. By comparison, during the nine months ended September 30, 2020, cash was primarily used to acquire $1.3 million of lease assets, pay distributions of $2.2 million and repay $1.7 million of borrowings under non-recourse debt. Cash was also used to pay invoices related to management fees and expenses, and other payables during both nine-month periods.

Material financial covenants

Under the Credit Facility, the Company is required to maintain a specific tangible net worth, to comply with a leverage ratio and an interest coverage ratio, and to comply with other terms expressed in the Credit Facility, including limitation on the incurrence of additional debt and guaranties, defaults, and delinquencies.

As of September 30, 2021, the material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10 million

Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.25 to 1

Collateral Value: Collateral value under the Warehouse Facility must be no less than the outstanding

borrowings under that facility

EBITDA to Interest Ratio: Not to be less than 2 to 1 for the four fiscal quarters just ended

“EBITDA” is defined under the Credit Facility as, for the relevant period of time (1) gross revenues (all payments from leases and notes receivable) for such period minus (2) expenses deducted in determining net income for such period plus (3) to the extent deducted in determining net income for such period (a) provision for income taxes and (b) interest expense, and (c) depreciation, amortization and other non-cash charges. Extraordinary items and gains or losses on (and proceeds from) sales or dispositions of assets outside of the ordinary course of business are excluded in the calculation of EBITDA. “Tangible Net Worth” is defined as, as of the date of determination, (i) the net worth of the Company, after deducting therefrom (without duplication of deductions) the net book amount of all assets of the Company, after deducting any reserves and other amounts for assets which would be treated as intangibles under accounting principles generally accepted in the United States of America (“GAAP”), and after certain other adjustments permitted under the agreements.

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The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $14.83 million, 0.15 to 1, and 27.00 to 1, respectively, as of September 30, 2021. As such, as of September 30, 2021, the Company was in compliance with all such material financial covenants.

Reconciliation to GAAP of EBITDA

For purposes of compliance with the Credit Facility covenants, the Company uses a financial calculation of EBITDA, as defined therein, which is a non-GAAP financial performance measure. The EBITDA is utilized by the Company to calculate its debt covenant ratios.

The following is a reconciliation of net income to EBITDA, as defined in the loan agreement, for the twelve months ended September 30, 2021 (in thousands):


Net income – GAAP basis	$	683
Interest expense		121
Depreciation and amortization		2,121
Amortization of initial direct costs		23
Impairment losses		548
Reversal of provision for losses and doubtful accounts		(24)
Unrealized losses on fair value of securities		(891)
Unrealized gain on fair value of warrants		117
Principal payments received on Notes Receivable		569
EBITDA (for Credit Facility financial covenant calculation only)	$	3,267

Events of default, cross-defaults, recourse and security

The terms of the Credit Facility include standard events of default by the Company which, if not cured within applicable grace periods, could give lenders remedies against the Company, including the acceleration of all outstanding borrowings and a demand for repayment in advance of their stated maturity. If a breach of any material term of the Credit Facility should occur, the lenders may, at their option, increase borrowing rates, accelerate the obligations in advance of their stated maturities, terminate the facility, and exercise rights of collection available to them under the express terms of the facility, or by operation of law. The lenders also retain the discretion to waive a violation of any covenant at the Company’s request.

The Company is currently in compliance with its obligations under the Credit Facility. In the event of a technical default (e.g., the failure to timely file a required report, or a one-time breach of a financial covenant), the Company believes it has ample time to request and be granted a waiver by the lenders, or, alternatively, cure the default under the existing provisions of its debt agreements, including, if necessary, arranging for additional capital from alternate sources to satisfy outstanding obligations.

The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility. The Acquisition Facility is generally recourse solely to the Company, and is not cross-defaulted to any other obligations of affiliated companies under the Credit Facility, except as described in this paragraph. The Credit Facility is cross-defaulted to a default in the payment of any debt (other than non-recourse debt) or any other agreement or condition beyond the period of grace (not exceeding 30 days), the effect of which would entitle the lender under such agreement to accelerate the obligations prior to their stated maturity in an individual or aggregate principal amount in excess of 15% of the Company’s consolidated Tangible Net Worth. Also, a bankruptcy of AFS will trigger a default for the Company under the Credit Facility.

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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 September 30, 2021.

Cash distributions were paid by the Fund to Unitholders of record as of August 31, 2021, and paid through September 30, 2021. 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.

The following table summarizes distribution activity for the Fund from inception through September 30, 2021 (in thousands, except for Units and Per Unit Data):


														Total		Weighted
		Return of				Distribution				Total				Distribution		Average Units
Distribution Period⁽¹⁾	Paid	Capital				of Income				Distribution				per Unit (2)		Outstanding⁽³⁾
Monthly and quarterly distributions
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 – Aug 2021	Jan 2021 – Sept 2021		2,244				—				2,244				0.52	4,274,486

		$	19,791			$	—			$	19,791			$	5.22
Source of distributions
Lease and loan payments and sales proceeds received		$	19,791	100.00	%	$	—	0.00	%	$	19,791	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	%
		$	19,791	100.00	%	$	—	0.00	%	$	19,791	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, and December 1, 2020 – August 31, 2021, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2021, there were no commitments to purchase lease assets or to fund investments in notes receivable.

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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.

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2020. There have been no material changes to the Company’s significant accounting policies since December 31, 2020.

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 September 30, 2021 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.

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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)	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
		September 30, 2021 has been formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 12, 2021

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
	Vice President, Fund Controller of ATEL Managing Member, LLC (Managing Member)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	9/30/23
	12/31/22
	12/15/22
	1/21/22
	12/31/21	10-K
	12/15/21
Filed as of:	11/15/21
Filed on:	11/12/21
	10/31/21
For Period end:	9/30/21
	8/31/21
	6/30/21	10-Q
	12/31/20	10-K
	12/15/20
	12/1/20
	11/30/20
	9/30/20	10-Q
	6/30/20	10-Q
	1/30/20
	12/31/19	10-K
	12/1/19
	11/30/19
	10/16/19
	8/15/19
	12/1/18
	11/30/18
	12/1/17
	11/30/17
	12/1/16
	11/30/16
	12/1/15
	11/30/15
	11/5/15
	12/1/14
	11/30/14
	6/19/14
	3/6/14
	11/5/13	EFFECT
	3/1/13
	12/31/12
	12/27/12
		List all Filings

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Atel 16, LLC – ‘10-Q’ for 9/30/21

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