Table of Contents

 

Form 10-Q

10‑Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

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

For the quarterly period ended September 30, 2018

March 31, 2019

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

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

For the transition period from        to

Commission File number 000-55217

000‑55217

ATEL GROWTH CAPITAL FUND 8, LLC

(Exact name of registrant as specified in its charter)

California

37-1656343

37‑1656343

(State or other jurisdiction of

Incorporation or organization)

(I. R. S. Employer

Identification No.)

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

(Address of principal executive offices)

Registrant’s telephone number, including area code(415) 989-8800989‑8800

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

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

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

Title of each class:

Trading Symbol

Name of each exchange on which registered:

N/A

N/A

N/A

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesxdays. Yes ☒  Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).Yesx.  Yes ☒  Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-212b‑2 of the Exchange Act.

Large accelerated filer o     Accelerated filer o     Non-accelerated filer o     Smaller reporting company x
Emerging growth companyo

Large accelerated filer   ☐

Accelerated filer   ☐

Non-accelerated filer   ☒

Smaller reporting company   ☒

Emerging growth company   ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b‑2 of the Act).Yeso. Yes ☐ Nox

The number of Limited Liability Company Units outstanding as of October 31, 2018April 30, 2019 was 1,612,396.

DOCUMENTS INCORPORATED BY REFERENCE

None.


TABLE OF CONTENTS


ATEL GROWTH CAPITAL FUND 8, LLC

Index

Part I.

Financial Information

3

Item 1.

Financial Statements (Unaudited)

3

Balance Sheets, September 30, 2018March 31, 2019 and December 31, 20172018

3

Statements of OperationsIncome for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017

4

Statements of Changes in Members’ Capital for the year ended December 31, 2017 and for the ninethree months ended September 30,March 31, 2019 and 2018

5

Statements of Cash Flows for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017

6

Notes to the Financial Statements

7

Item 2.

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

19

Item 4.

Controls and Procedures

23
22

Part II.

Other Information

24

Part II.

Item 1.

Legal Proceedings

Other Information

24
23

Item 1.

Legal Proceedings

23

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24
23

Item 3.

Defaults Upon Senior Securities

24
23

Item 4.

Mine Safety Disclosures

24
23

Item 5.

Other Information

24

Item 5.

Other Information

23

Item 6.

Exhibits

Exhibits

24
23

2



TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL GROWTH CAPITAL FUND 8, LLC

BALANCE SHEETS

SEPTEMBER 30, 2018

MARCH 31, 2019 AND DECEMBER 31, 2017

2018

(in thousands)

 

 

 

 

 

 

 

 

 

March 31, 

 

December 31, 

 

    

2019

    

2018

 

 

(Unaudited)

 

 

ASSETS

 

 

  

 

 

  

Cash and cash equivalents

 

$

512

 

$

214

Due from affiliates

 

 

69

 

 

34

Notes receivable, net

 

 

1,565

 

 

2,188

Investment in securities

 

 

421

 

 

281

Warrants, fair value

 

 

319

 

 

561

Prepaid expenses and other assets

 

 

 2

 

 

 7

Total assets

 

$

2,888

 

$

3,285

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ CAPITAL

 

 

  

 

 

  

 

 

 

 

 

 

 

Accounts payable and accrued liabilities:

 

 

  

 

 

  

Due to Managing Member and affiliates

 

$

86

 

$

63

Accrued distributions to Other Members

 

 

249

 

 

249

Total liabilities

 

 

335

 

 

312

 

 

 

 

 

 

 

Commitments and contingencies

 

 

  

 

 

  

 

 

 

 

 

 

 

Members’ capital:

 

 

  

 

 

  

Managing Member

 

 

 —

 

 

 —

Other Members

 

 

2,553

 

 

2,973

Total Members’ capital

 

 

2,553

 

 

2,973

Total liabilities and Members’ capital

 

$

2,888

 

$

3,285

  
 September 30,
2018
 December 31,
2017
   (Unaudited)
ASSETS
          
Cash and cash equivalents $    259  $    1,255 
Due from affiliates  95   150 
Accounts receivable  4   13 
Notes receivable, net  2,709   3,021 
Investment in securities  308   243 
Warrants, fair value  541   489 
Prepaid expenses and other assets  29   4 
Total assets $3,945  $5,175 
LIABILITIES AND MEMBERS’ CAPITAL
          
Accounts payable and accrued liabilities:
          
Managing Member $28  $56 
Affiliates  98    
Accrued distributions to Other Members  249   248 
Other     1 
Total liabilities  375   305 
Commitments and contingencies
          
Members’ capital:
          
Managing Member      
Other Members  3,570   4,870 
Total Members’ capital  3,570   4,870 
Total liabilities and Members’ capital $3,945  $5,175 

See accompanying notes.

3



TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF OPERATIONS

INCOME

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30,

MARCH 31, 2019 AND 2018 AND 2017

(in thousands except units and per unit data)

(Unaudited)

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2018 2017 2018 2017
Revenues:
                    
Lending activities:
                    
Notes receivable interest income, including accretion of net note origination costs and discounts $128  $103  $382  $370 
Gain on early termination of notes receivable     6      76 
Gain on sales or dispositions of investment in securities     98      99 
Unrealized (loss) gain on fair value adjustment for warrants  (1  (86  18   (59
Unrealized (loss) gain on fair value adjustment for investment in securities  (33     65    
Other  2   6   12   19 
Total revenues  96   127   477   505 
Expenses:
                    
Asset management fees to Managing Member  13   11   38   43 
Acquisition expense  2   47   35   152 
Cost reimbursements to affiliates  19   60   95   195 
Reversal of provision for credit losses     (24  (33  (48
Professional fees  29   22   65   79 
Outside services  22   15   65   54 
Taxes on income and franchise fees        3   2 
Printing and photocopying  3   3   6   8 
Dues and subscriptions     3   5   7 
Bank charges  5   6   15   16 
Other  3      7   6 
Total expenses  96   143   301   514 
Net (loss) income $  $(16 $176  $(9
Net income (loss):
                    
Managing Member $61  $49  $148  $148 
Other Members  (61  (65  28   (157
   $  $(16 $176  $(9
Net (loss) income per Limited Liability Company Unit (Other Members) $(0.04 $(0.04 $0.02  $(0.10
Weighted average number of Units outstanding  1,612,396   1,615,096   1,612,396   1,615,901 

See accompanying notes.

4


TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2017
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2018

(in thousands except units and per unit data)

(Unaudited)

    
  Amount
   Units Other
Members
 Managing
Member
 Total
Balance December 31, 2016  1,618,296  $7,011  $  $7,011 
Repurchase of Units  (5,900  (30     (30
Distributions to Other Members ($1.10 per Unit)     (1,774     (1,774
Distributions to Managing Member        (198  (198
Net (loss) income     (337  198   (139
Balance December 31, 2017  1,612,396   4,870      4,870 
Distributions to Other Members ($0.82 per Unit)     (1,328     (1,328
Distributions to Managing Member        (148  (148
Net income     28   148   176 
Balance September 30, 2018 (unaudited)  1,612,396  $3,570  $  $3,570 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2019

    

2018

 

Revenues:

 

 

  

 

 

  

 

Notes receivable interest income, including accretion of net note origination costs and discounts

 

$

104

 

$

122

 

Gain on early termination of notes receivable

 

 

48

 

 

 —

 

Gain on sales or dispositions of investment in securities

 

 

161

 

 

 —

 

Unrealized gain on fair value adjustment for investment in securities

 

 

 —

 

 

141

 

Unrealized (loss) gain on fair value adjustment for warrants

 

 

(102)

 

 

10

 

Other

 

 

 1

 

 

 3

 

Total revenues

 

 

212

 

 

276

 

 

 

 

 

 

 

 

 

Expenses:

 

 

  

 

 

  

 

Asset management fees to Managing Member

 

 

 9

 

 

13

 

Acquisition expense

 

 

 —

 

 

26

 

Cost reimbursements to affiliates

 

 

36

 

 

44

 

Provision for (reversal of) credit losses

 

 

13

 

 

(24)

 

Professional fees

 

 

33

 

 

27

 

Outside services

 

 

22

 

 

29

 

Taxes on income and franchise fees

 

 

 1

 

 

 —

 

Bank charges

 

 

 5

 

 

 5

 

Printing and photocopying

 

 

 3

 

 

 —

 

Other

 

 

 6

 

 

 6

 

Total expenses

 

 

128

 

 

126

 

Net income

 

$

84

 

$

150

 

 

 

 

 

 

 

 

 

Net income:

 

 

  

 

 

  

 

Managing Member

 

$

60

 

$

49

 

Other Members

 

 

24

 

 

101

 

 

 

$

84

 

$

150

 

 

 

 

 

 

 

 

 

Net income per Limited Liability Company Unit (Other Members)

 

$

0.01

 

$

0.06

 

Weighted average number of Units outstanding

 

 

1,612,396

 

 

1,612,396

 

See accompanying notes.

5

4



TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CASH FLOWS

CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2018 AND 2017

MARCH 31, 2019

(in thousands)

(Unaudited)

thousands except units and per unit data)

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2018 2017 2018 2017
Operating activities:
                    
Net (loss) income $    —  $    (16 $    176  $    (9
Adjustment to reconcile net (loss) income to cash provided by (used) in operating activities:
                    
Accretion of note discount – warrants  (10  (7  (34  (30
Amortization of net note origination costs  5   4   22   12 
Gain on early termination of notes receivable     (6     (76
Gain on sales or dispositions of investment in securities     (98     (99
Reversal of provision for credit losses     (24  (33  (48
Unrealized loss (gain) on fair value adjustment for warrants  1   86   (18  59 
Unrealized loss (gain) on fair value adjustment for securities  33      (65   
Changes in operating assets and liabilities:
                    
Accounts receivable  (4     9   7 
Due from Managing Member and affiliates  55   11   55   13 
Prepaid expenses and other assets  (19  (1  (25  (3
Accounts payable, Managing Member and affiliates  37      70    
Accounts payable, other  (15        (3
Unearned fee income related to notes receivable  (1  (5  (5  (18
Net cash provided by (used in) operating activities  82   (56  152   (195
Investing activities:
                    
Advance payments        (64  (56
Proceeds from early termination of notes receivable     91      221 
Proceeds from sales or dispositions of investment in securities           1 
Payments of note origination costs  (2  (9  (4  (9
Note receivable advances     (60  (1,016  (60
Principal payments received on notes receivable  424   443   1,412   1,777 
Net cash provided by investing activities  422   465   328   1,874 
Financing activities:
                    
Distributions to Other Members  (541  (445  (1,328  (1,333
Distributions to Managing Member  (61  (49  (148  (159
Repurchase of Units           (18
Net cash used in financing activities  (602  (494  (1,476  (1,510
Net (decrease) increase in cash and cash equivalents  (98  (85  (996  169 
Cash and cash equivalents at beginning of period  357   2,114   1,255   1,860 
Cash and cash equivalents at end of period $259  $2,029  $259  $2,029 
Supplemental disclosures of cash flow information:
                    
Cash paid during the period for taxes $  $  $  $3 
Schedule of non-cash investing and financing transactions:
                    
Distributions payable to Other Members at period-end $249  $249  $249  $249 
Distributions payable to Managing Member at period-end $  $28  $  $28 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount

 

 

 

 

    

 

    

 

 

    

Managing

    

 

 

 

 

Units

 

Other Members

 

Member

 

Total

Balance December 31, 2017

 

1,612,396

 

$

4,870

 

$

 —

 

$

4,870

Distributions to Other Members ($0.27 per Unit)

 

 —

 

 

(441)

 

 

 —

 

 

(441)

Distributions to Managing Member

 

 —

 

 

 —

 

 

(49)

 

 

(49)

Net income

 

 —

 

 

101

 

 

49

 

 

150

Balance March 31, 2018 (Unaudited)

 

1,612,396

 

$

4,530

 

$

 —

 

$

4,530

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2018

 

1,612,396

 

$

2,973

 

$

 —

 

$

2,973

Repurchase of Units

 

 —

 

 

 —

 

 

 —

 

 

 —

Distributions to Other Members ($0.28 per Unit)

 

 —

 

 

(444)

 

 

 —

 

 

(444)

Distributions to Managing Member

 

 —

 

 

 —

 

 

(60)

 

 

(60)

Net income

 

 —

 

 

24

 

 

60

 

 

84

Balance March 31, 2019 (Unaudited)

 

1,612,396

 

$

2,553

 

$

 —

 

$

2,553

See accompanying notes.

6

5



TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2019 AND 2018

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2019

    

2018

Operating activities:

 

 

  

 

 

  

Net income

 

$

84

 

$

150

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

 

 

 

 

 

 

Accretion of note discount - warrants

 

 

(17)

 

 

(11)

Amortization of net note origination costs

 

 

 —

 

 

 9

Gain on early termination of notes receivable

 

 

(48)

 

 

 —

Gain on sales or dispositions of investment in securities

 

 

(161)

 

 

 —

Provision for (reversal of) credit losses

 

 

13

 

 

(24)

Unrealized loss (gain) on fair value adjustment for warrants

 

 

102

 

 

(10)

Unrealized gain on fair value adjustment for investment in securities

 

 

 —

 

 

(141)

Changes in operating assets and liabilities:

 

 

 

 

 

  

Accounts receivable

 

 

 —

 

 

13

Due from affiliates

 

 

(35)

 

 

109

Prepaid expenses and other assets

 

 

 5

 

 

 2

Accounts payable, Managing Member and affiliates

 

 

 2

 

 

(28)

Accounts payable, other

 

 

 —

 

 

(2)

Unearned fee income related to notes receivable

 

 

(1)

 

 

 —

Net cash (used in) provided by operating activities

 

 

(56)

 

 

67

 

 

 

 

 

 

 

Investing activities:

 

 

  

 

 

  

Advance payments

 

 

 —

 

 

(64)

Proceeds from early termination of notes receivable

 

 

326

 

 

 —

Proceeds from sales or disposition of investment in securities

 

 

161

 

 

 —

Payments of note origination costs

 

 

 —

 

 

(2)

Notes receivable advances

 

 

(13)

 

 

(600)

Principal payments received on notes receivable

 

 

363

 

 

537

Net cash provided by (used in) investing activities

 

 

837

 

 

(129)

 

 

 

 

 

 

 

Financing activities:

 

 

  

 

 

  

Distributions to Other Members

 

 

(444)

 

 

(441)

Distributions to Managing Member

 

 

(39)

 

 

(49)

Net cash used in financing activities

 

 

(483)

 

 

(490)

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

298

 

 

(552)

Cash and cash equivalents at beginning of period

 

 

214

 

 

1,255

Cash and cash equivalents at end of period

 

$

512

 

$

703

Schedule of non-cash investing and financing transactions:

 

 

  

 

 

 

Distributions payable to Other Members at period-end

 

$

249

 

$

248

Distributions payable to Managing Member at period-end

 

$

27

 

$

44

Conversion of warrants to equity securities

 

$

140

 

$

 —

See accompanying notes.

6


Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies. The Fund may continue until it is terminated in accordance with the ATEL Growth Capital Fund 8, LLC limited liability company operating agreement dated December 13, 2011 (the “Operating Agreement”). The Managing Member of the Company is AGC Managing Member, LLC (the “Managing Member” or “Manager”), the renamed AGC 8 Managing Member, LLC which was formed in December 2011 as a Nevada limited liability company. Such name change is the result of an amendment to the articles of incorporation filed with the State of Nevada effective March 18, 2014. Contributions in the amount of $500 were received as of December 31, 2011, which represented the initial Member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The offering was terminated on August 20, 2014. Through September 30, 2018,March 31, 2019, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of September 30, 2018,March 31, 2019, a total of 1,612,396 Units were issued and outstanding.

Prior to the termination of its offering, the Fund, or Managing Member on behalf of the Fund, incurred costs in connection with the organization, registration and issuance of the Units. The amount of such costs borne by the Fund was limited by certain provisions of the Operating Agreement.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K10‑K for the year ended December 31, 2017,2018, filed with the Securities and Exchange Commission.

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-Q10‑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, 2018March 31, 2019 are not necessarily indicative of the results to be expected for the full year.

Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results of operations.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2018,March 31, 2019, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments thereto.thereto.

7


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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ninety days or less.

7


TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies: - (continued)

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 credit losses on notes receivable and the fair valuation of equity securities and warrants.

Segment reporting:

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

The primary geographic region in which the Company seeks financing opportunities is North America. Currently, 100% of the Company’s operating revenues are from customers domiciled in the United States.

Allowance for Doubtful Accounts

Accounts receivable represent the amounts billed under notes receivable which are currently due to the Company.

Allowances for doubtful accounts are typically established based upon their aging and historical charge off and collection experience and the creditworthiness of specifically identified 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.

Accounts receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, such notes may be placed in 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. All payments received on amounts billed under notes receivable are applied only against outstanding principal balances.

Valuation Adjustments

In addition to the allowance established for delinquent accounts receivable, the total allowance also includes probable impairment charges on notes receivable.

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 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.

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ATEL GROWTH CAPITAL FUND 8, 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.

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies: - (continued)

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 not registered for public sale that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. As of September 30, 2018 March 31, 2019 and December 31, 2017,2018, investments in equity securities totaled $308$421 thousand and $243$281 thousand, respectively. During the respective three and nine months ended September 30, 2018, the Company recorded fair value adjustments of $33 thousand and $65 thousandMarch 31, 2019, there were no unrealized gains or losses on the fair valuation of investment securities, respectively.securities. During the prior year period, the Company recorded unrealized gains of $141 thousand.  The Company recorded $98$161 thousand and $99 thousand of gaingains on sales or disposition of investment in securities during the respective three and nine months ended September 30, 2017.March 31, 2019.  There were no such sales or dispositions during the prior year period.

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. At September 30, 2018March 31, 2019 and December 31, 2017,2018, the Managing Member estimated the fair value of warrants to be $541$319 thousand and $489$561 thousand, respectively. During the three months ended September 30,March 31, 2019 and 2018, and 2017, the Company recorded unrealized losses of $1$102 thousand and $86unrealized gains of $10 thousand, respectively, on the fair valuation of its warrants. During the nine months ended September 30, 2018 and 2017, the Company recorded unrealized gainsfirst quarter of $18 thousand and unrealized losses2019, there was a net exercise of $59 thousand respectively, on the fair valuation of its warrants. There were nowarrants in exchange for securities.  No exercises of warrantsany kind occurred during the three and nine months ended September 30, 2018 and 2017.comparative prior year period.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Funds’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 receivable represent amounts due from various industries.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net income (loss) per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies: - (continued)

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 and 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 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.

Recent accounting pronouncements:

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

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to our note receivables and direct financing leases, if any. The effective date and transition requirements in this Update are the same as the effective dates and transition requirements in Update 2016-13, as amended by this Update, which is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. Management is currently evaluating the impact of this standard on the financial statements and related disclosure requirements.

In August 2016, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance is effective for the Companywas adopted beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and disclosures.

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

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies: - (continued)

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

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (v) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-01 did have an impact on its financial statements and disclosures.

The Company’s investment securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company's results of operations. The Company elected to record equity investments without readily determinable fair values at cost, less impairment, and adjusted for changes in observable prices. Any changes in the basis of these equity investments are reported in current earnings.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. This guidance was effective for the Company beginning on January 1, 2018. The adoption of ASU 2014-09 did not have a material impact on the Company’s financial statements and disclosures as the new revenue guideline does not affect revenue from loans, which comprise the majority of the Company’s revenues.

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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, 2018,March 31, 2019, the original terms of the notes receivable are from 324 to 84 months and bear interest at implicit or stated rates ranging from 4.29%10.57% to 18.06% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 20182019 through 2022.

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

At September 30, 2018,March 31, 2019, the Company had no notes receivable on non-accrual status. As of December 31, 2017, four (Notes A and C) of the Company’s notes receivable were on non-accrual status. Details are as follows, in thousands, except for the number of notes receivable and the annual interest rate:

 
 Notes
receivable A
   December 31,
2017
Number of notes      3 
Net investment value $33 
Annual interest rate  18.00
Fair value adjustments $33 
Fair value amount $ 
Interest income not recorded relative to original terms $16 

 
 Note
receivable C
   December 31,
2017
Number of notes      1 
Net investment value $17 
Annual interest rate  15.88
Fair value adjustments $ 
Fair value amount $17 
Interest income not recorded relative to original terms $7 

As of September 30, 2018,March 31, 2019, the future minimum payments receivable are as follows (in thousands):

 
Three months ending December 31, 2018 $638 
Year ending December 31, 2019  1,758 
2020  673 
2021  187 
    3,256 
Less: portion representing unearned interest income, net  (467
    2,789 
Unamortized discount on warrants received  (88
Unamortized initial direct costs  8 
Notes receivable, net $    2,709 

12


 

 

 

 

Nine months ending December 31, 2019

    

$

1,284

Year ending December 31, 2020

 

 

517

2021

 

 

155

 

 

 

1,956

Less: portion representing unearned interest income, net

 

 

(190)

 

 

 

1,766

Unamortized discount on warrants received

 

 

(60)

Unamortized initial direct costs

 

 

 5

Less: allowance for credit losses

 

 

(146)

Notes receivable, net

 

$

1,565

TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses:

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

 

 

 

 

 

    

Valuation Adjustments -

 

 

Notes Receivable

Balance December 31, 2017

 

$

33

Reversal of provision for credit losses

 

 

(24)

Balance March 31, 2018

 

$

 9

 

 

 

 

 

    

Valuation Adjustments -

 

 

Notes Receivable

Balance December 31, 2018

 

$

133

Provision for credit losses

 

 

13

Balance March 31, 2019

 

$

146

Valuation
Adjustments – 
Notes Receivable
Balance December 31, 2016$    717
Note receivable disposal(611
Reversal of provision for credit losses(73
Balance December 31, 201733
Reversal of provision for credit losses(33
Balance September 30, 2018$

The Company’s allowance for credit losses and its recorded investment in notes receivable as of March 31, 2019 and December 31, 2017 were2018 as follows (in thousands):

 

 

 

 

 

    

Notes

March 31, 2019

 

Receivable

Allowance for credit losses:

 

 

  

Ending balance

 

$

146

Ending balance: individually evaluated for impairment

 

$

146

Ending balance: collectively evaluated for impairment

 

$

 —

 

 

 

 

Financing receivables:

 

 

  

Ending balance

 

$

1,766

Ending balance: individually evaluated for impairment

 

$

1,766

Ending balance: collectively evaluated for impairment

 

$

 —

 
December 31, 2017 Notes
Receivable
Allowance for credit losses:
     
Ending balance $    33 
Ending balance: individually evaluated for impairment $33 
Ending balance: collectively evaluated for impairment $ 
Financing receivables:
     
Ending balance $3,054 
Ending balance: individually evaluated for impairment $3,054 
Ending balance: collectively evaluated for impairment $ 

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

 

 

 

    

Notes

December 31, 2018

 

Receivable

Allowance for credit losses:

 

 

  

Ending balance

 

$

133

Ending balance: individually evaluated for impairment

 

$

133

Ending balance: collectively evaluated for impairment

 

$

 —

 

 

 

 

Financing receivables:

 

 

  

Ending balance

 

$

2,321

Ending balance: individually evaluated for impairment

 

$

2,321

Ending balance: collectively evaluated for impairment

 

$

 —

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

Pass  Any account whose debtor, co-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 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.

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.

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

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, 2018March 31, 2019 and December 31, 2017,2018, the Company’s notes receivables by credit quality indicator and by class of financing receivables (excluding unamortized discount on warrant and unamortized initial direct costs) are as follows (in thousands):

 

 

 

 

 

 

 

 

 

Notes Receivable

 

    

March 31, 2019

    

December 31, 2018

Pass

 

$

1,620

 

$

2,188

Special mention

 

 

 —

 

 

 —

Substandard

 

 

 —

 

 

 —

Doubtful

 

 

146

 

 

133

Total

 

$

1,766

 

$

2,321

  
 Notes Receivable
   September 30,
2018
 December 31,
2017
Pass $    2,601  $    2,547 
Special mention  108   392 
Substandard     115 
Doubtful      
Total $2,709  $3,054 

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2019 and December 31, 2017,2018, the Company’s impaired investment in financing receivables were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired Investment in Financing Receivables

 

    

 

 

    

Unpaid

    

 

 

    

Average

    

Interest

 

 

Recorded

 

Principal

 

Related

 

Recorded

 

Income

March 31, 2019

 

Investment

 

Balance

 

Allowance

 

Investment

 

Recognized

With no related allowance recorded

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Notes receivable

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

With an allowance recorded

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Notes receivable

 

 

146

 

 

146

 

 

146

 

 

146

 

 

 —

Total

 

$

146

 

$

146

 

$

146

 

$

146

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired Investment in Financing Receivables

 

    

 

 

    

Unpaid

    

 

 

    

Average

    

Interest

 

 

Recorded

 

Principal

 

Related

 

Recorded

 

Income

December 31, 2018

 

Investment

 

Balance

 

Allowance

 

Investment

 

Recognized

With no related allowance recorded

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Notes receivable

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

 —

With an allowance recorded

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Notes receivable

 

 

133

 

 

133

 

 

133

 

 

133

 

 

 —

Total

 

$

133

 

$

133

 

$

133

 

$

133

 

$

 —

     
 Impaired Investment in Financing Receivables
December 31, 2017 Recorded
Investment
 Unpaid
Principal
Balance
 Related
Allowance
 Average
Recorded
Investment
 Interest
Income
Recognized
With no related allowance recorded Notes receivable $     —  $     —  $     —  $     —  $     — 
With an allowance recorded
Notes receivable
  33   33   33   70    
Total $33  $33  $33  $70  $ 

At September 30, 2018As of March 31, 2019 and December 31 2017,2018, investment in financing receivables is aged as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Recorded

 

 

 

 

 

 

 

 

Greater

 

 

 

 

 

 

 

Total

 

Investment>90

 

 

31‑60 Days

 

61‑90 Days

 

Than 90

 

Total 

 

 

 

 

Financing

 

Days and

March 31, 2019

 

Past Due

 

Past Due

 

Days

 

Past Due

 

Current

 

Receivables

 

Accruing

Notes receivable

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

1,766

 

$

1,766

 

$

 —

       
September 30, 2018 31 – 60 Days
Past Due
 61 – 90 Days
Past Due
 Greater Than
90 Days
 Total
Past Due
 Current Total Financing
Receivables
 Recorded
Investment
>90 Days
and Accruing
Notes receivable           $    —  $    —  $    2,709  $    2,709  $    — 
Total $    —  $    —  $  $  $2,709  $2,709  $ 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Recorded

 

 

 

 

 

 

 

 

Greater

 

 

 

 

 

 

 

Total

 

Investment>90

 

 

31‑60 Days

 

61‑90 Days

 

Than 90

 

Total 

 

 

 

 

Financing

 

Days and

December 31, 2018

 

Past Due

 

Past Due

 

Days

 

Past Due

 

Current

 

Receivables

 

Accruing

Notes receivable

 

$

 —

 

$

 —

 

$

 —

 

$

 —

 

$

2,321

 

$

2,321

 

$

 —

       
December 31, 2017 31 – 60 Days
Past Due
 61 – 90 Days
Past Due
 Greater Than
90 Days
 Total
Past Due
 Current Total Financing
Receivables
 Recorded
Investment
>90 Days
and Accruing
Notes receivable $    —  $    —  $    —  $    —  $    3,054  $    3,054  $    — 
Total $  $  $  $  $3,054  $3,054  $ 

As of September 30,March 31, 2019 and December 31, 2018, the Company had no notes receivable on non-accrual status. As of December 31, 2017, the Company had four notes receivable on non-accrual status (See Note 3 for details).

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Related party transactions:

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

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

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ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

During the three and nine months ended September 30,March 31, 2019 and 2018, and 2017, the Managing Member and/or affiliates earned commissions and fees, and billed for reimbursements of costs and expenses pursuant to the Operating Agreement as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2019

    

2018

 

Administrative costs reimbursed to Managing Member and/or affiliates

 

$

36

 

$

44

 

Asset management fees to Managing Member

 

 

 9

 

 

13

 

Acquisition costs and note origination fees paid to Managing Member

 

 

 —

 

 

26

 

 

 

$

45

 

$

83

 

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2018 2017 2018 2017
Administrative costs reimbursed to Managing Member and/or affiliates $    19  $    60  $    95  $    195 
Asset management fees to Managing Member  13   11   38   43 
Acquisition costs and note origination fees paid to Managing Member  4   56   39   161 
   $36  $127  $172  $399 

6. Commitments:

Commitments:

At September 30, 2018,March 31, 2019, there were commitments to fund investments in notes receivable totaling $100$250 thousand. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

7. Members’ Capital:

A total of 1,612,396 Units were issued and outstanding as of September 30, 2018March 31, 2019 and December 31, 2017.2018. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial Member (50 Units).

Distributions to the Other Members for the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 are as follows (in thousands, except as tofor Units and per Unit data):

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2018 2017 2018 2017
Distributions declared $541  $444  $1,328  $1,332 
Weighted average number of Units outstanding  1,612,396   1,615,096   1,612,396   1,615,901 
Weighted average distributions per Unit $0.34  $0.27  $0.82  $0.82 

15


 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2019

    

2018

 

Distributions declared

 

$

444

 

$

441

 

Weighted average number of Units outstanding

 

 

1,612,396

 

 

1,612,396

 

Weighted average distributions per Unit

 

$

0.28

 

$

0.27

 

TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. 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, 2018March 31, 2019 and December 31, 2017,2018, the Company’s warrants and investment securities were measured on a recurring basis. At December 31, 2017, only the Company’s warrants were measured on a recurring basis.

15


Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The measurement methodology is as follows:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the volatility of respective similar publicly traded companies, a risk free interest rate, time to maturity, stock prices, exercise prices and number of warrants.

As of September 30, 2018March 31, 2019 and December 31, 2017,2018, the calculated fair value of the Fund’s warrant portfolio totaled $541$319 thousand and $489$561 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis as of the three and nine months ended September 30,March 31, 2019 and 2018 and 2017 and classified as levelLevel 3 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

    

2019

    

2018

 

Fair value of warrants at beginning of period

 

$

561

 

$

489

 

Fair value of new warrants, recorded during the period (included as a discount on notes receivable)

 

 

 —

 

 

22

 

Warrants converted to securities

 

 

(140)

 

 

 —

 

Unrealized gain (loss) on fair value adjustment for warrants

 

 

(102)

 

 

10

 

Fair value of warrants at end of period

 

$

319

 

$

521

 

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2018 2017 2018 2017
Fair value of warrants at beginning of period $    542  $    508  $    489  $    481 
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)        34    
Unrealized gain (loss) on fair value adjustment for warrants  (1  (86  18   (59
Fair value of warrants at end of period $541  $422  $541  $422 

Impaired notes receivable (non-recurring)

The following table presentsfair value of the Company’s notes receivable, when impairment adjustments are required, is estimated using either third party appraisals or estimations of the value of collateral (for collateral dependent loans) or discounted cash flow analyses (by discounting estimated future cash flows) using the effective interest rate contained in the terms of the original loan.

During the three months ended March 31, 2019, the Company recorded fair value adjustment totaling $13 thousand relative to two impaired notes.  During the year ended December 31, 2018, the Company recorded fair value adjustments totaling $133 thousand relative to six impaired notes.

The fair value adjustments recorded in both years were non-recurring and were based upon an estimated valuation of underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value measurement of the impaired assets measured at fair value onnotes receivable is classified within Level 3 of the valuation hierarchy. The valuation utilizes a non-recurring basismarket approach technique and uses inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the level within the hierarchy in which the fair value measurements fall at December 31, 2017 (in thousands):underlying collateral.

    
 December 31,
2017
 Level 1 Estimated
Fair Value
 Level 2 Estimated
Fair Value
 Level 3 Estimated
Fair Value
Impaired investment securities $    278  $    —  $    —  $    278 

16



TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

8. Fair value measurements: - (continued)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation categorized as Level 3 in the fair value hierarchy at September 30, 2018March 31, 2019 and December 31, 2017:

2018:

                                                                                September 30, 2018

March 31, 2019

Name

Valuation
Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Name

Frequency

Recurring

Technique

Inputs

Black-Scholes formulation

Stock price$0.00 – $32.07

Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

Exercise price

$0.21 – $38.64

0.24 - $14.50

Exercise price

$0.02 - $38.64

Time to maturity (in years)

2.24 – 14.13

1.74 - 13.63

Risk-free interest rate

2.83% – 3.08%

2.22% - 2.49%

Annualized volatility

0% – 292.30%

23.63% - 130.03%

December 31, 2017
2018

Name

Valuation
Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Name

Frequency

Recurring

Technique

Inputs

Black-Scholes formulation

Stock price$0.00 – $14.75

Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

Exercise price

$0.01 – $25.76

0.00 - $14.50

Exercise price

$0.21 - $38.64

Time to maturity (in years)

2.99 – 14.88

1.99 - 13.88

Risk-free interest rate

1.98% – 2.49%

2.48% - 2.76%

Annualized volatility

27.78% – 83.30%
Impaired Investment Securities
Non-recurringMarket ApproachQualitative and quantitative information (Investee Management)Not Applicable

23.58% - 292.35%

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 has determined 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.

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.

17


TABLE OF CONTENTS

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Fair value measurements: - (continued)

Investment in securities

Investment securities (recurring)

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

17


Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The 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 fair value of investment securities that were accounted for on a recurring basis as of the three and nine months ended September 30,March 31, 2019 and 2018 and classified as Level 1 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2019

    

2018

Fair value of investment in securities at beginning of period

 

$

117

 

$

92

Unrealized gain on fair value of securities

 

 

(35)

 

 

126

Fair value of investment in securities at end of period

 

$

82

 

$

218

  
 Three months
ended
September 30,
 Nine months
ended
September 30,
   2018 2018
Fair value of securities at beginning of period $    176  $    92 
Unrealized (loss) gain on fair value of securities  (33  51 
Fair value of investment securities at end of period $143  $143 

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, 2018March 31, 2019 and December 31, 20172018 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

    

Carrying

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Amount

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Cash and cash equivalents

 

$

512

 

$

512

 

$

 —

 

$

 —

 

$

512

Notes receivable, net

 

 

1,565

 

 

 —

 

 

 —

 

 

1,565

 

 

1,565

Investment in securities

 

 

82

 

 

82

 

 

 —

 

 

 —

 

 

82

Warrants

 

 

319

 

 

 —

 

 

 —

 

 

319

 

 

319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

December 31, 2018

 September 30, 2018

    

Carrying

    

 

 

    

 

 

    

 

 

    

 

 

 Carrying
Amount
 Level 1 Level 2 Level 3 Total

 

Amount

 

Level 1

 

Level 2

 

Level 3

 

Total

Financial assets:
                         

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Cash and cash equivalents $    259  $    259  $    —  $    —  $    259 

 

$

214

 

$

214

 

$

 —

 

$

 —

 

$

214

Notes receivable, net  2,709         2,870   2,870 

 

 

2,188

 

 

 —

 

 

 —

 

 

2,266

 

 

2,266

Investment in securities  143         143   143 

 

 

117

 

 

117

 

 

 —

 

 

 —

 

 

117

Warrants  541         541   541 

 

 

561

 

 

 —

 

 

 —

 

 

561

 

 

561

     
 December 31, 2017
   Carrying
Amount
 Level 1 Level 2 Level 3 Total
Financial assets:
                         
Cash and cash equivalents $    1,255  $    1,255  $    —  $    —  $    1,255 
Notes receivable, net  3,021         3,009   3,009 
Warrants  489         489   489 

18



TABLE OF CONTENTS

Table of Contents

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q,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, changes in general economic conditions, including significant rates of inflation and fluctuations in interest rates may result in reduced returns on invested capital. The Company’s performance is subject to risks relating to borrower defaults and the creditworthiness of its borrowers. 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.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-Q10‑Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies.

Through September 30, 2018,March 31, 2019, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of September 30, 2018,March 31, 2019, a total of 1,612,396 Units were issued and outstanding.

Results of Operations

The three months ended September 30, 2018March 31, 2019 versus the three months ended September 30, 2017

March 31, 2018

The Company had total revenues equal to total expenses for the three months ended September 2018,net income of $84 thousand and net loss of $16$150 thousand for the three months ended September 2017.March 31, 2019 and 2018, respectively. The results for the thirdfirst quarter of 2018 reflect decreases2019 reflected a decrease in both total revenues and increasesan increase in total operating expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2018three months ended March 31, 2019 decreased by $31$64 thousand, or 24%23%, as compared to the prior year period. Such decrease was largely due tocaused by unfavorable changes of $112 thousand and $141 thousand in unrealized gains or losses on fair value adjustments for both warrants and securities, respectively. Partially offsetting the aforementioned decreases was a $98$161 thousand unfavorable changeincrease in gain on sales or dispositions of investment in securities;securities, and a $33$48 thousand unfavorable changegain on early termination of notes receivable in the fair value adjustment for investment securities; offset, in part, by an $85 thousand, or 99%, favorable change in the loss on fair value adjustment for warrants; and a $25 thousand, or 24%, increase in interest income on new investments in notes receivable.first quarter of 2019.

Expenses

Total expenses for the third quarterthree months ended September 30, 2018 decreasedMarch 31, 2019 increased by $47$2 thousand, or 33%2%, as compared to the prior year period. The net decreaseincrease in total expenses was largely duemainly attributable to a $45$37 thousand, or 96%, decrease in acquisition expense related to the financing of equipment which was not consummated; and a $41 thousand, or 68%, decrease in cost reimbursements to affiliates, due to an adjustment in net cost allocation; offset, in part, by a $24 thousand, or 100%154%, unfavorable change in the provision for (reversal of) credit losses, as the prior year period reflects the collection of accounts previously written down.

The nine months ended September 30, 2018 versus the nine months ended September 30, 2017

The Company had net income of $176 thousand and net loss of $9 thousand for the respective nine months ended September 30, 2018 and 2017. The results for the nine months ended September 30, 2018 reflect decreases in total revenues and total operating expenses when compared to the prior year period.

19


TABLE OF CONTENTS

Revenues

Total revenues for the nine months ended September 30, 2018 decreased by $28 thousand, or 6% as compared to the prior year period. Such decrease was largely due to an increase in uncollected amounts in the first quarter of 2019.  Such increase was partially offset by a $99 thousand unfavorable change in realized gains on the sales or dispositions of investment securities; a $76$26 thousand, or 100%, a decrease in gain on early termination of notes receivable, as there was no note termination during the current period; offset, in part, by a $77 thousand, or 131%, increase in gain on unrealized gain on fair value adjustment for warrants; and a $65 thousand favorable change in unrealized gain on fair value adjustment for investment securities.

Expenses

Total expenses for the nine months ended September 30, 2018 decreased by $213 thousand, or 41%, as compared to the prior year period. The net decrease is mostly due to a $117 thousand, or 77%, decrease in acquisition expense related to the financingexpenses.

19


Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $259$512 thousand and $1.3 million$214 thousand at September 30, 2018March��31, 2019 and December 31, 2017,2018, respectively. The liquidity of the Company varies, increasing to the extent cash flows from its portfolio investments exceed expenses and decreasing as portfolio investments are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from its portfolio investments.

The Fund will acquire its investments with cash. The Fund will not borrow to acquire its portfolio assets and does not intend or expect to incur any indebtedness. The Fund anticipates that it would incur indebtedness only in the event that it is required to borrow for temporary working capital purposes.

Cash Flows

The following table sets forth summary cash flow data (in thousands):

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

 

    

2019

    

2018

Net cash provided by (used in):

 

 

 

 

 

 

Operating activities

    

$

(56)

    

$

67

Investing activities

 

 

837

 

 

(129)

Financing activities

 

  

(483)

 

  

(490)

Net increase (decrease) in cash and cash equivalents

 

$

298

 

$

(552)

    
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2018 2017 2018 2017
Net cash provided by (used in): 
Operating activities $82  $(56 $152  $(195
Investing activities  422   465   328   1,874 
Financing activities     (602     (494    (1,476    (1,510
Net (decrease) increase in cash and cash equivalents $(98 $(85 $(996 $169 

The three months ended September 30, 2018March 31, 2019 versus the three months ended September 30, 2017

March 31, 2018

During the three months ended September 30,March 31, 2019 and 2018, and 2017, the Company’s primary source of liquidity was cashprincipal payments received from its investments inon notes receivable totaling $424$363 thousand and $443$537 thousand, respectively.  In addition, the Company realized $0 and $91$326 thousand of proceeds from the early termination of notes receivable duringand $161 thousand of proceeds from sales or dispositions of investment in securities for the respective three months ended September 30, 2018 and 2017.March 31, 2019. 

During the same respective periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $602$483 thousand and $494$490 thousand for the respective three months ended September 30, 2018March 31, 2019 and 2017, respectively. Cash was also used to fund new investments in notes receivable totaling $0 and $60 thousand during the three months ended September 30, 2018 and 2017, respectively.2018.

In addition, cash was used to pay invoices related to management fees and expenses, and other payables.

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TABLE OF CONTENTS

The nine months ended September 30, 2018 versus the nine months ended September 30, 2017

During the nine months ended September 30, 2018 and 2017, the Company’s primary source of liquidity was cash received from its investments in notes receivable totaling $1.4 million and $1.8 million, respectively. In addition, the Company realized $0 and $221 thousand of proceeds from the early termination of notes receivable during the respective nine months ended September 30, 2018 and 2017.

During the same respective periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $1.5 million for both the nine months ended September 30, 2018 and 2017.Distributions

Cash was also used to fund new investments in notes receivable totaling $1.0 million and $60 thousand during the nine months ended September 30, 2018 and 2017, respectively. Cash was used to pay investors for the repurchase of Units totaling $0 and $18 thousand for the nine months ended September 30, 2018 and 2017 respectively.

In addition, cash was used to pay invoices related to management fees and expenses, and other payables.

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 November 2012. Additional distributions have been made through September 30, 2018.March 31, 2019.

Cash distributions were paid by the Fund to Unitholders of record as of February 28, 2018, and paid through September 30, 2018. 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 Growth Capital Fund 8, LLC Prospectus dated August 20, 2012 (“Prospectus”) under “Income, Losses and Distributions —  Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

20


The cash distributions were based on current and anticipated gross revenues from the loans funded 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 loans and investments funded.

21


TABLE OF CONTENTS

The following table summarizes distribution activity for the Fund from inception through September 30, 2018March 31, 2019 (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Weighted

 

 

 

 

Return of

 

 

 

Distribution

 

 

 

Total

 

 

 

Distribution

 

Average Units

Distribution Period (1)

    

Paid

    

Capital

    

 

    

of Income

    

 

    

Distribution

    

 

    

per Unit(2)

    

Outstanding(3)

Monthly and quarterly distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oct 2012 - Mar 2013 (Distribution of all escrow interest)

 

July 2013

 

$

 —

 

 

 

$

 —

 

 

 

$

 —

 

 

 

 

n/a

 

n/a

Nov 14, 2012 - Nov 30, 2012

 

Dec 2012

 

 

 3

 

 

 

 

 —

 

 

 

 

 3

 

 

 

$

0.43

 

6,306

Dec 2012 - Nov 2013

 

Jan - Dec 2013

 

 

866

 

 

 

 

 —

 

 

 

 

866

 

 

 

 

1.57

 

551,608

Dec 2013 - Nov 2014

 

Jan - Dec 2014

 

 

1,452

 

 

 

 

 —

 

 

 

 

1,452

 

 

 

 

1.08

 

1,349,575

Dec 2014 - Nov 2015

 

Jan - Dec 2015

 

 

1,779

 

 

 

 

 —

 

 

 

 

1,779

 

 

 

 

1.10

 

1,618,296

Dec 2015 - Nov 2016

 

Jan - Dec 2016

 

 

1,780

 

 

 

 

 —

 

 

 

 

1,780

 

 

 

 

1.10

 

1,618,296

Dec 2016 - Nov 2017

 

Jan - Dec 2017

 

 

1,776

 

 

 

 

 —

 

 

 

 

1,776

 

 

 

 

1.10

 

1,615,306

Dec 2017 - Nov 2018

 

Jan - Dec 2018

 

 

1,772

 

 

 

 

 —

 

 

 

 

1,772

 

 

 

 

1.10

 

1,612,396

Dec 2018 - Feb 2019

 

Jan - Mar 2019

 

 

444

 

 

 

 

 —

 

 

 

 

444

 

 

 

 

0.28

 

1,612,396

 

 

 

 

$

9,872

 

 

 

$

 —

 

 

 

$

9,872

 

 

 

$

7.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source of distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease and loan payments/payoffs

 

 

 

$

9,872

 

100.00

%  

$

 —

 

0.00

%  

$

9,872

 

100.00

%  

 

 

 

 

Interest income

 

 

 

 

 —

 

0.00

%  

 

 —

 

0.00

%  

 

 —

 

0.00

%  

 

 

 

 

 

 

 

 

$

9,872

 

100.00

%  

$

 —

 

0.00

%  

$

9,872

 

100.00

%  

 

 

 

 

         
         
Distribution Period(1) Paid Return of
Capital
  Distribution of Income  Total
Distribution
  Total
Distribution
per Unit(2)
 Weighted Average Units
Outstanding(3)
Monthly and quarterly distributions
                                             
Oct 2012 – Mar 2013
(Distribution of all escrow interest)
  July 2013  $    —       $    —       $    —        n/a   n/a 
Nov 14, 2012 – Nov 30, 2012  Dec 2012   3                3       $0.43   6,306 
Dec 2012 – Nov 2013  Jan – Dec 2013   866                866        1.57   551,608 
Dec 2013 – Nov 2014  Jan – Dec 2014   1,452                1,452        1.08   1,349,575 
Dec 2014 – Nov 2015  Jan – Dec 2015   1,779                1,779        1.10   1,618,296 
Dec 2015 – Nov 2016  Jan – Dec 2016   1,780                1,780        1.10   1,618,296 
Dec 2016 – Nov 2017  Jan – Dec 2017   1,776                1,776        1.10   1,615,808 
Dec 2017 – Aug 2018  Jan – Sept 2018   1,328            1,328      0.82   1,612,396 
      $8,984     $     $8,984     $7.20    
Source of distributions
                                             
Lease and loan payments/payoffs    $8,984   100.00 $   0.00 $8,984   100.00          
Interest income        0.00     0.00     0.00      
      $8,984   100.00 $   0.00 $8,984   100.00      

(1)

Investors may elect to receive their distributions either monthly or quarterly. See “Timingquarterly (See "Timing and Method of Distributions”Distributions" on Page 46 of the Prospectus.Prospectus).

(2)

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

(3)

Balance

Balances shown represent weighted average units for the period from November 14 (date escrow requirement was met) – November 30, 2012, December 1, 2012 – November 30, 2013, December 1, 2013 – November 30, 2014, December 1, 2014 – November 30, 2015, December 1, 2015 – November 30, 2016, December 1, 2016 – November 30, 2017, and December 1, 2017 – August 31,November 30, 2018, and December 1, 2018 – February 28, 2019 respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2018,March 31, 2019, there were commitments to fund investments in notes receivable totaling $100$250 thousand. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

Off-Balance Sheet Transactions

None.

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Recent Accounting Pronouncements

For detailed information on recent accounting pronouncements, see Note 2, Summary of significant accounting policies.

Significant Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.

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TABLE OF CONTENTS

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2017.2018. There have been no material changes to the Company’s significant accounting policies since December 31, 2017.2018.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s Chief Executive Officer, and Executive Vice President and Chief Financial and Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) 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, the Chief Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78aet 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, 2018March 31, 2019 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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TABLE OF CONTENTS

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Managing Member. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Managing Member’s financial position or results of operations.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)

Documents filed as a part of this report

1.

Financial Statement Schedules

All other 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

2.

Other Exhibits

31.1

Rule 13a-14(a)13a‑14(a)/15d-14(a) 15d‑14(a) Certification of Dean L. Cash

31.2

Rule 13a-14(a)13a‑14(a)/15d-14(a) 15d‑14(a) Certification of Paritosh K. Choksi

32.1

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

32.2

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

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

23


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TABLE OF CONTENTSSIGNATURES

SIGNATURES

Pursuant to the requirements 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 8, 2018May 10, 2019

ATEL GROWTH CAPITAL FUND 8, LLC

(Registrant)

By:

AGC Managing Member, LLC

Managing Member of Registrant

By:

By:

/s/ Dean L. Cash

Dean L. Cash

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

By:

By:

/s/ Paritosh K. Choksi

Paritosh K. Choksi

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

By:

By:

/s/ Samuel Schussler

Samuel Schussler

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

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