Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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

For the quarterly period ended September 30, 2018


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

For the transition period from to

Commission File number 000-54931

ATEL 15, LLC

(Exact name of registrant as specified in its charter)


California		45-1625956
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

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

(Address of principal executive offices)

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

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

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

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. Yesx 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 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-2 of the Exchange Act.

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

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-2 of the Act).Yeso Nox

The number of Limited Liability Company Units outstanding as of October 31, 2018 was 6,542,557.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

ATEL 15, LLC

Index


Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2018 and December 31, 2017			3
Statements of Income for the three and nine months ended September 30, 2018 and 2017			4
Statements of Changes in Members’ Capital for the year ended December 31, 2017 and for the nine months ended September 30, 2018			5
Statements of Cash Flows for the three and nine months ended September 30, 2018 and 2017			6
Notes to the Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 4. Controls and Procedures			32
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 15, LLC

BALANCE SHEETS

SEPTEMBER 30, 2018 AND DECEMBER 31, 2017
(in thousands)


	September 30, 2018		December 31, 2017
	(unaudited)
ASSETS
Cash and cash equivalents	$	1,534	$	932
Accounts receivable, net		79		107
Notes receivable, net		53		115
Due from affiliates		162		—
Investment in securities		173		133
Warrants, fair value		392		387
Investments in equipment and leases, net		23,775		29,405
Prepaid expenses and other assets		32		19
Total assets	$	26,200	$	31,098
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	—	$	50
Affiliates		212		303
Accrued distributions to Other Members		—		615
Other		443		533
Credit facility		—		2,250
Non-recourse debt		2,017		4,677
Senior long-term debt		2,068		2,068
Unearned operating lease income		260		168
Total liabilities		5,000		10,664
Commitments and contingencies
Members’ capital:
Other Members		21,200		20,434
Total Members’ capital		21,200		20,434
Total liabilities and Members’ capital	$	26,200	$	31,098

See accompanying notes.

TABLE OF CONTENTS

ATEL 15, LLC

STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 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:
Leasing and lending activities:
Operating leases	$	1,665		$	1,846		$	5,014		$	5,628
Direct financing leases		1			1			3			3
Interest on notes receivable		16			4			34			19
(Loss) Gain on sale of assets and early termination of notes receivable		—			(21	)		1,697			(70	)
Unrealized (loss) gain on fair value adjustment for investment in securities		(36	)		—			55			—
Unrealized gain (loss) on fair value adjustment for warrants		7			(22	)		5			(2	)
Other		4			9			146			18
Total revenues		1,657			1,817			6,954			5,596
Expenses:
Depreciation of operating lease assets		1,012			1,162			3,221			3,574
Asset management fees to Managing Member		42			102			190			273
Acquisition expense		—			2			—			2
Cost reimbursements to Managing Member and/or affiliates		167			197			624			641
Reversal of provision for credit losses		—			(10	)		(56	)		(22	)
Impairment losses on equipment		—			—			—			11
Impairment losses on investment in securities		—			—			17			—
Amortization of initial direct costs		13			17			47			56
Interest expense		41			67			154			220
Professional fees		35			116			126			277
Outside services		27			19			83			77
Railcar maintenance		63			1			63			19
Taxes on income and franchise fees		3			3			8			7
Bank charges		3			27			10			93
Freight and shipping		—			—			67			—
Storage fees		21			22			81			57
Other		12			43			85			111
Total expenses		1,439			1,768			4,720			5,396
Net income	$	218		$	49		$	2,234		$	200
Net income (loss):
Managing Member	$	—		$	120		$	106		$	359
Other Members		218			(71	)		2,128			(159	)
	$	218		$	49		$	2,234		$	200
Net income (loss) per Limited Liability Company Unit (Other Members)	$	0.03		$	(0.01	)	$	0.33		$	(0.02	)
Weighted average number of Units outstanding		6,542,557			6,560,752			6,544,562			6,565,902

See accompanying notes.

TABLE OF CONTENTS

ATEL 15, 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)


				Amount
	Units			Other Members			Managing Member			Total
Balance December 31, 2016		6,584,221		$	26,957		$	—		$	26,957
Repurchases of Units		(27,164	)		(115	)		—			(115	)
Distributions to Other Members ($0.90 per Unit)		—			(5,891	)		—			(5,891	)
Distributions to Managing Member		—			—			(478	)		(478	)
Net (loss) income		—			(517	)		478			(39	)
Balance December 31, 2017		6,557,057			20,434			—			20,434
Repurchases of Units		(14,500	)		(59	)		—			(59	)
Distributions to Other Members ($0.20 per Unit)		—			(1,303	)		—			(1,303	)
Distributions to Managing Member		—			—			(106	)		(106	)
Net income		—			2,128			106			2,234
Balance September 30, 2018 (unaudited)		6,542,557		$	21,200		$	—		$	21,200

See accompanying notes.

TABLE OF CONTENTS

ATEL 15, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2018 AND 2017
(in thousands)
(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Operating activities:
Net income	$	218		$	49		$	2,234		$	200
Adjustment to reconcile net income to cash provided by operating activities:
Loss (gain) on sales of lease assets and early termination of notes receivable		—			21			(1,697	)		70
Depreciation of operating lease assets		1,012			1,162			3,221			3,574
Amortization of initial direct costs		13			17			47			56
Impairment losses on equipment		—			—			—			11
Reversal of provision for credit losses		—			(10	)		(56	)		(22	)
Impairment losses on investment in securities		1			—			17			—
Unrealized loss (gain) on fair value adjustment for investment in securities		36			—			(55	)		—
Unrealized (gain) loss on fair value adjustment for warrants		(7	)		22			(5	)		2
Changes in operating assets and liabilities:
Accounts receivable		24			(43	)		74			278
Due from Managing Member and affiliates		(162	)		—			(162	)		—
Prepaid expenses and other assets		(3	)		(2	)		(13	)		(6	)
Accounts payable, Managing Member and affiliates		215			156			(141	)		117
Accrued distributions to Other Members		—			(1	)		(615	)		—
Accounts payable, other		(4	)		(3	)		(91	)		44
Unearned operating lease income		157			103			92			49
Net cash provided by operating activities		1,500			1,471			2,850			4,373
Investing activities:
Purchase of securities		—			—			(2	)		—
Proceeds from sales of lease assets and early termination of notes receivable		—			102			4,064			390
Payments of initial direct costs		—			(4	)		—			(4	)
Principal payments received on direct financing leases		1			—			2			1
Note receivable advances		(3	)		(30	)		(3	)		(30	)
Principal payments received on notes receivable		8			46			69			378
Net cash provided by investing activities		6			114			4,130			735
Financing activities:
Repayments under non-recourse debt		(854	)		(892	)		(2,660	)		(2,756	)
Repayment under credit facility		—			—			(2,250	)		—
Borrowings under credit facility		—			500			—			500
Distributions to Other Members		—			(1,471	)		(1,303	)		(4,423	)
Distributions to Managing Member		—			(120	)		(106	)		(359	)
Repurchases of Units		1			(7	)		(59	)		(105	)
Net cash used in financing activities		(853	)		(1,990	)		(6,378	)		(7,143	)
Net increase (decrease) in cash and cash equivalents		653			(405	)		602			(2,035	)
Cash and cash equivalents at beginning of period		881			947			932			2,577
Cash and cash equivalents at end of period	$	1,534		$	542		$	1,534		$	542
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	20		$	47		$	95		$	160
Cash paid during the period for taxes	$	—		$	1		$	13		$	11
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	—		$	616		$	—		$	616
Distributions payable to Managing Member at period-end	$	—		$	50		$	—		$	50

See accompanying notes

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL 15, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on March 4, 2011 for the purpose of raising capital and originating equipment financing transactions and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or the “Manager”), a Nevada limited liability company. The Managing Member is controlled by ATEL Financial Services (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated as provided in the ATEL 15, LLC Amended and Restated Limited Liability Company Operating Agreement dated October 28, 2011 (the “Operating Agreement”). Contributions in the amount of $500 were received as of May 3, 2011, which represented the initial Member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of October 28, 2011.

As of September 30, 2018, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $66.0 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 6,542,557 Units were issued and outstanding.

The Company is governed by its Operating Agreement. Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of the Managing Member.

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, 2017, 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-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, 2018 are not necessarily indicative of the results to be expected for the full year. Certain months 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 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.

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.

TABLE OF CONTENTS

ATEL 15, 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 residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.

Segment reporting:

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

The primary geographic region in which the Company seeks leasing and financing opportunities is North America. All of the Company’s current operating revenues and long-lived assets relate to customers domiciled in the United States.

Accounts receivable

Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are currently due to the Company.

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

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 lease or note payments outstanding less than 90 days. Based upon management’s judgment, such leases or notes may be placed in non-accrual status. Leases or 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, revenues on operating leases are recognized on a cash basis. All payments received on amounts billed under direct financing leases and notes receivable are applied only against outstanding principal balances.

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 and direct financing leases.

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

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

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.

The asset underlying a direct financing lease contract is considered impaired if the estimated undiscounted future cash flows of the asset are less than its net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. 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 market place 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.

Investment in securities:

From time to time, the Company may purchase securities of its borrowers 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 $173 thousand and $133 thousand of purchased securities at September 30, 2018 and December 31, 2017, respectively. Based upon the Company’s review of its portfolio, fair value adjustments of unrealized loss of $36 thousand and unrealized gain of $55 thousand was recorded for the respective three and nine months ended September 30, 2018.

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. During the three months ended September 30, 2018 and 2017, the Company recorded an unrealized gain of $7 thousand and unrealized loss of $22 thousand, respectively, on fair valuation of its warrants. During the respective nine months ended September 30, 2018 and 2017, the Company recorded unrealized gain of $5 thousand and unrealized loss of $2 thousand on fair valuation of its warrants. As of September 30, 2018 and December 31, 2017, the estimated fair value of the Company’s portfolio of warrants was $392 thousand and $387 thousand, respectively. There were no exercises of warrants, net or otherwise, during the three and nine months ended September 30, 2018 and 2017.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating and direct financing lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250 thousand. The

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

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 receivable represent amounts due from in various industries, related to equipment on operating leases.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with ASC 840-20-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43).

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

Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet. Operating leases are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, revenues are recognized on a cash basis.

Initial direct costs:

The Company capitalizes initial direct costs (“IDC”) associated with the origination of lease assets. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease basis based on actual contract term using a straight-line method for operating leases. Upon disposal of the underlying lease assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

Per Unit data:

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

Fair Value:

Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

Level 3 — Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.

The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. The Company’s purchased securities registered for public sale with readily determinable fair value are carried at fair value. 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. 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.

Recent accounting pronouncements:

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

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

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”) 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 Company 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 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 February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting under GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While early adoption is permitted, the Company does not expect to elect that option. The Company expects to adopt the guidance in the first quarter 2019 using the modified retrospective method. Management is currently evaluating the impact of this standard on the financial statements and its operational and related disclosure requirements, including the impact on the Company’s current lease portfolio from a lessor perspective. As part of the adoption of the standard, the Company has selected and is in the process of implementing new lease accounting software. The Company is in the process of identifying and designing appropriate changes to its business processes, systems and controls to support the new standard. Given the limited changes to lessor accounting, Management does not expect material changes to recognition or measurement.

In July 2018, the FASB issued Accounting Standards Update 2018-11, Leases (Topic 842) Targeted Improvements (“ASU 2018-11”). The new standard provides a new transition method and practical expedient to simplify the application of the new leasing standard. Under the new transition method, comparative periods

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

presented in the financial statements in the period of adoption will not need to be restated. Instead, a Company would initially apply the new lease requirements at the effective date, and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company would continue to report comparative periods presented in the financial statements in the period of adoption under current GAAP and provide the applicable required disclosures for such periods. The new practical expedient allows lessors to avoid separating lease and associated nonlease components within a contract if certain criteria are met. If elected, lessors will be able to aggregate nonlease components that otherwise would be accounted for under the new revenue standard with the associated lease component if the following conditions are met (1) the timing and pattern of transfer of the nonlease component and the associated lease component are the same and (2) the stand-alone lease component would be classified as an operating lease if accounted for separately. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update related to separating components of a contract are the same as the effective date and transition requirements in Update 2016-02. The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. The practical expedient may be applied either retrospectively or prospectively. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements. The Company plans to adopt this guidance on January 1, 2019 and will prospectively apply the new lease requirements and recognize a cumulative effect adjustment upon adoption. The Company expects to utilize the package of practical expedients as provided in the standard.

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 purchased securities registered for public sale with readily determinable fair value are carried at fair value. 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

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

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 leases and loans, which comprise the majority of the Company’s revenues.

3. Notes receivable, net:

The Company has various notes receivables from borrowers who have financed the purchase of equipment through the Company. As of September 30, 2018, the original terms of the notes receivable are 1 to 90 months and bear interest at rates ranging from 4% to 18.00% per annum. The notes are secured by the equipment financed. The notes mature from 2018 through 2020.

At September 30, 2018, two of the Company’s notes receivable were removed from non-accrual status. At December 31, 2017, two 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 rate:


	Notes receivable Non-accrual
	December 31, 2017
Number of notes		2
Net investment value	$	12
Annual interest rate		18.00	%
Fair value adjustments	$	12
Fair value amount	$	—
Interest income not recorded relative to original terms	$	7

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


Three months ending December 31, 2018	$	67
Year ending December 31, 2019		58
Total		125
Less: portion representing unearned interest income		(72	)
Notes receivable, net	$	53

Initial direct costs (“IDC”) amortization expense related to notes receivable and the Company’s operating leases for the three and nine months ended September 30, 2018 and 2017 are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
IDC amortization – notes receivable	$	1	$	—	$	7	$	1
IDC amortization – lease assets		12		17		40		55
Total	$	13	$	17	$	47	$	56

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses:

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


	Allowance for Doubtful Accounts			Valuation Adjustments on Financing Receivables			Total Allowance for Credit Losses
	Operating Leases			Notes Receivable			Total Allowance for Credit Losses
Balance December 31, 2016	$	45		$	55		$	100
Reversal of provision for credit losses		(1	)		(43	)	$	(44	)
Balance December 31, 2017		44			12			56
Reversal of provision for credit losses		(44	)		(12	)		(56	)
Balance September 30, 2018	$	—		$	—		$	—

The Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables as of December 31, 2017 were as follows (in thousands):


December 31, 2017	Notes Receivable		Finance Leases
Allowance for credit losses:
Ending balance	$	12	$	—
Ending balance: individually evaluated for impairment	$	12	$	—
Ending balance: collectively evaluated for impairment	$	—	$	—
Financing receivables:
Ending balance	$	127¹	$	8
Ending balance: individually evaluated for impairment	$	127	$	8
Ending balance: collectively evaluated for impairment	$	—	$	—

Includes $7 of unamortized initial direct costs.

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 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.

TABLE OF CONTENTS

ATEL 15, 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, 2018 and December 31, 2017, the Company’s financing receivables and its related investments by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):


	Notes Receivable				Finance Leases
	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Pass	$	—	$	58	$	6	$	8
Special mention		53		12		—		—
Substandard		—		50		—		—
Total	$	53	$	120	$	6	$	8

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


	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		12		12		12		34		—
Total	$	12	$	12	$	12	$	34	$	—

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


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	$	—	$	—	$	—	$	—	$	53	$	53	$	—
Finance leases		—		—		—		—		6		6		—
Total	$	—	$	—	$	—	$	—	$	59	$	59	$	—


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	$	—	$	—	$	—	$	—	$	120	$	120	$	—
Finance leases		—		—		—		—		8		8		—
Total	$	—	$	—	$	—	$	—	$	128	$	128	$	—

At September 30, 2018, two of the Company’s notes receivable were removed from non-accrual status. As of December 31, 2017, the Company had two notes receivable which were on non-accrual status (see Note 3).

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Investment in equipment and leases, net:

The Company’s investment in equipment and leases consists of the following (in thousands):


	Balance December 31, 2017		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2018
Net investment in operating leases	$	27,926	$	(3,086	)	$	(3,221	)	$	21,619
Net investment in direct financing leases		8		—			(2	)		6
Assets held for sale or lease, net		1,389		718			—			2,107
Initial direct costs, net of accumulated amortization of $172 at September 30, 2018 and $235 at December 31, 2017		82		—			(39	)		43
Total	$	29,405	$	(2,368	)	$	(3,262	)	$	23,775

Impairment of investments in lease assets:

Depreciation expense and impairment losses on equipment are the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Depreciation of operating lease assets	$	1,012	$	1,162	$	3,221	$	3,574
Impairment losses		—		—		—		11
Total	$	1,012	$	1,162	$	3,221	$	3,585

For the respective nine months ended September 30, 2018 and 2017, the Company recorded impairment losses of $0 and $11 thousand to reduce the cost basis of certain-off lease construction equipment to its fair value.

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 their 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, if any. 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.

The Company utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Company’s equipment was $1 million and $1.2 million for the respective three months ended September 30, 2018 and 2017 and was $3.2 million and

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Investment in equipment and leases, net: - (continued)

$3.6 million for the respective nine months ended September 30, 2018 and 2017. IDC amortization expense related to the Company’s operating leases totaled $12 thousand and $40 thousand for the respective three and nine months ended September 30, 2018, and was $17 thousand and $55 thousand for the respective three and nine months ended September 30, 2017 (see Note 3).

All of the Company’s leased property was acquired beginning in December 2011 through April 2015.

Operating leases:

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


	Balance December 31, 2017			Additions			Reclassifications or Dispositions			Balance September 30, 2018
Marine vessel	$	19,410		$	—		$	—		$	19,410
Transportation, rail		8,575			—			(390	)		8,185
Manufacturing		7,836			—			—			7,836
Facility – other		5,084			—			—			5,084
Construction		2,590			—			(346	)		2,244
Research		2,250			—			(2,250	)		—
Agriculture		2,112			—			—			2,112
Other		7,657			—			(5,614	)		2,043
		55,514			—			(8,600	)		46,914
Less accumulated depreciation		(27,588	)		(3,221	)		5,514			(25,295	)
Total	$	27,926		$	(3,221	)	$	(3,086	)	$	21,619

The average estimated residual value for assets on operating leases was 35% and 36% of the assets’ original cost on September 30, 2018 and December 31, 2017, respectively. There were no operating leases in non-accrual status as of September 30, 2018 and December 31, 2017.

Direct financing leases:

As of September 30, 2018, investment in direct financing leases consists of materials handling equipment. The components of the Company’s investment in direct financing leases as of September 30, 2018 and December 31, 2017 are as follows (in thousands):


	Balance September 30, 2018			Balance December 31, 2017
Total minimum lease payments receivable	$	7		$	12
Estimated residual values of leased equipment (unguaranteed)		1			1
Investment in direct financing leases		8			13
Less unearned income		(2	)		(5	)
Net investment in direct financing leases	$	6		$	8

There were no investments in direct financing leases in non-accrual status at September 30, 2018 and December 31, 2017.

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Investment in equipment and leases, net: - (continued)

At September 30, 2018, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):


	Operating Leases		Direct Financing Leases		Total
Three months ending December 31, 2018	$	1,135	$	2	$	1,137
For the year ending 2019		2,571		6		2,577
2020		1,189		—		1,189
2021		884		—		884
2022		773		—		773
2023		48		—		48
Thereafter		63		—		63
	$	6,663	$	8	$	6,671

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of September 30, 2018, 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		50 – 60
Transportation, rail		35 – 40
Marine vessel		20 – 30
Aviation		15 – 20
Manufacturing		10 – 15
Agriculture		7 – 10
Construction		7 – 10
Materials handling		7 – 10
Transportation		7 – 10

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 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.

Each of AFS and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Company. 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.

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Related party transactions: - (continued)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017

Administrative costs reimbursed to Managing Member and/or affiliates	$	167	$	197	$	624	$	641
Asset management fees to Managing Member		42		102		190		273
Acquisition and initial direct costs paid to Managing Member		—		2		—		2
	$	209	$	301	$	814	$	916

7. Non-recourse debt:

At September 30, 2018, non-recourse debt consists of notes payable to financial institutions. The note payments are due in monthly installments. Interest on the notes range from 2.65% to 3.66% per annum. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2018, gross operating lease rentals and future payments on direct financing leases totaled approximately $2 million over the remaining lease terms and the carrying value of the pledged assets is $13 million. The notes mature from 2018 through 2020.

The non-recourse debt does not contain any material financial covenants. The debt is secured by a lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific 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 lenders, 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, 2018	$	826	$	14		$840
For the year ending 2019		1,146		16		1,162
2020		45		—		45
	$	2,017	$	30	$	2,047

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Long-term debt:

As of September 30, 2018, the $2.1 million of long-term debt consists of a note payable to a lender. Such debt was utilized during the fourth quarter of 2013 to partially fund the marine vessel and related bareboat charter purchased by the Fund and its affiliate, ATEL 14, LLC. The note bears interest at a fixed-rate of 3.5% per annum, to accrue in arrears on a monthly basis. The full pro rata principal amount of $2.1 million plus all outstanding accrued and unpaid interest of approximately $400 thousand shall be paid in one payment of $2.5 million due on May 25, 2019. The note is recourse to the residual value of the vessel which is expected to be well in excess of the note amount. In addition, the lender has recourse to the Fund’s general assets up to $2.5 million. The note does not contain any material financial covenants and is guaranteed as a senior obligation of the Fund.

9. Borrowing facilities:

Effective May 25, 2012, the Company participates with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”), Institutional Leasing Sub Facility, and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate. As of September 30, 2018, the Credit Facility is for an amount of $75.0 million and has been extended to June 30, 2019. 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. Such Credit Facility includes certain financial covenants.

As of September 30, 2018 and December 31, 2017, borrowings under the Credit Facility were as follows (in thousands):


	September 30, 2018			December 31, 2017
Total available under the financing arrangement	$	75,000		$	75,000
Amount borrowed by the Company under the acquisition facility		—			(2,250	)
Amount borrowed by affiliated partnerships and limited liability companies under the working capital, acquisition and warehouse facilities		(2,125	)		(3,520	)
Total remaining available under the working capital, acquisition and warehouse facilities	$	72,875		$	69,230

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of September 30, 2018, 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 the 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, 2018, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 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 $21.2 million, 0.19 to 1, and 29.72 to 1, respectively,

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Borrowing facilities: - (continued)

as of September 30, 2018. As such, as of September 30, 2018, 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.

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.

As of September 30, 2018, the investment program participants were the Company, ATEL 14, LLC, ATEL 16, LLC and 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 partnerships and 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.

There were no borrowings under the Warehouse Facility as of September 30, 2018 and December 31, 2017.

10. Commitments:

At September 30, 2018, there were no commitments to fund investments in notes receivable and to purchase lease assets.

11. Members’ Capital:

A total of 6,542,557 and 6,557,057 Units were issued and outstanding at September 30, 2018 and December 31, 2017, respectively, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

11. Members’ Capital: - (continued)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Distributions declared	$	—	$	1,471	$	1,303	$	4,423
Weighted average number of Units outstanding		6,542,557		6,560,752		6,544,562		6,565,902
Weighted average distributions per Unit	$	—	$	0.22	$	0.20	$	0.67

12. 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, 2018, the Company’s investment in securities and warrants were measured on a recurring basis. At December 31, 2017, only the Company’s warrants were measured on a recurring basis. In addition, certain notes receivable deemed impaired were measured at fair value on a non-recurring basis as of September 30, 2018 and December 31, 2017.

The measurement methodology is as follows:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, time to maturity and a risk free interest rate for the term(s) of the warrant exercise(s). The calculated fair value of the Fund’s warrant portfolio approximated at $392 thousand and $387 thousand at September 30, 2018 and December 31, 2017, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
Fair value of warrants at beginning of period	$	385	$	410		$	387	$	390
Unrealized gain (loss) on fair valuation of warrants		7		(22	)		5		(2	)
Fair value of warrants at end of period	$	392	$	388		$	392	$	388

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

Investment securities (recurring)

The Company’s investment securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. 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, 2018 and classified as Level 1 are as follows (in thousands):


	Three Months Ended			Nine Months Ended
	September 30, 2018			September 30, 2018
Fair value of securities at the beginning of period	$	192		$	101
Unrealized (loss) gains on fair valuation of securities		(36	)		55
Fair value of investment securities at the end of period	$	156		$	156

Impaired off-lease equipment (non-recurring)

During the nine months ended September 30, 2018 and 2017, the Company recorded fair value adjustments totaling $0 and $11 thousand, respectively, to reduce the cost basis of certain-off lease construction equipment (assets) deemed impaired. The fair value adjustments recorded during the nine months ended September 30, 2017 were non-recurring.

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired lease assets were classified within Level 3 of the valuation hierarchy as the data source utilized for the valuation of such assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market.

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. 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, 2018 and December 31, 2017:

September 30, 2018

Name

Valuation
Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.00 – $32.07

Exercise price

$0.10 – $1,000.00

Time to maturity (in years)

1.87 – 7.33

Risk-free interest rate

2.77% – 3.01%

Annualized volatility

36.10 – 88.72%

December 31, 2017

Name

Valuation
Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.00 – $14.75

Exercise price

$0.01 – $1,000.00

Time to maturity (in years)

2.62 – 8.08

Risk-free interest rate

1.94% – 2.36%

Annualized volatility

35.35% – 84.08%

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. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or has realized in a current market exchange. 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.

Investment in securities

The Company’s purchased securities registered for public sale with readily determinable fair value are carried at fair value. These investment securities are valued based on their quoted market prices.

TABLE OF CONTENTS

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

Non-recourse and Long-term 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, 2018 and December 31, 2017 (in thousands):


	September 30, 2018
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,534	$	1,534	$	—	$	—	$	1,534
Notes receivable, net		53		—		—		34		34
Investment in securities		156		156		—		—		156
Warrants, fair value		392		—		—		392		392
Financial liabilities:
Non-recourse debt		2,017		—		—		2,010		2,010
Senior long-term debt		2,068		—		—		2,432		2,432


	December 31, 2017
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	932	$	932	$	—	$	—	$	932
Notes receivable, net		115		—		—		115		115
Warrants, fair value		387		—		—		387		387
Financial liabilities:
Credit facility		2,250		—		—		2,250		2,250
Non-recourse debt		4,677		—		—		4,674		4,674
Senior long-term debt		2,068		—		—		2,379		2,379

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, 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

As of September 30, 2018, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $66.0 million (inclusive of the $500 initial Member’s capital investment) had been received. As of the same date, 6,542,557 Units were issued and outstanding.

Results of Operations

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

The Company had net income of $218 thousand and $49 thousand for the three months ended September 30, 2018 and 2017, respectively. The results for the third quarter of 2018 reflect decreases in both total revenues and total operating expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2018 decreased by $160 thousand, or 9%, as compared to the prior year period. Such decrease was largely due to a $181 thousand, or 10%, reduction in operating lease revenues, mainly the result of lease portfolio runoff and dispositions of lease assets; a $36 thousand, unfavorable change in unrealized loss on fair value adjustment for investments in securities; offset, in part, by a $29 thousand, or 132%, favorable change in unrealized gain on fair value adjustment for warrants; a $21 thousand, or 100%, favorable change in gain on sale of assets, due to a change in the volume and mix of assets sold; and a $12 thousand, or 3 times, increase in interest on notes receivable due to income recognition and receipt from a previously non-accrual account.

Expenses

Total expenses for the third quarter of 2018 decreased by $329 thousand, or 19%, as compared to the prior year period. The net decrease in total expenses was primarily the result of a $150 thousand, or 13%, decrease in depreciation of operating lease assets, a result of lease portfolio run-off and sales of lease assets; an $81 thousand, or 70%, decrease in professional fees, due to the year over year difference in timing and related billings for professional audit and tax services; a $60 thousand, or 59%, decrease in asset management fees to Managing Member, due to an a decrease in managed assets and related revenues; a $30 thousand, or 15%, decrease in cost reimbursements to Managing Member and affiliates, due to a net cost allocation adjustment; a $24 thousand or 89%, decrease in bank charges for credit facility fees related to credit facility borrowings in

TABLE OF CONTENTS

the prior year period; and a $26 thousand, or 39%, decrease in interest expense, a result of a $3.6 million reduction in outstanding borrowings since September 30, 2017; offset, in part, by a $62 thousand, increase in railcar maintenance related to the timing and related billings of railcar maintenance costs.

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

The Company had net income of $2.2 million and $200 thousand for the nine months ended September 30, 2018 and 2017, respectively. The results for the nine months ended September 30, 2018 reflect increases in total revenues and decreases in total operating expenses when compared to the prior year period.

Revenues

Total revenues for the nine months ended September 30, 2018 increased by $1.4 million, or 24%, as compared to the prior year period. Such increase was largely due to a $1.8 million, increase in gain on sales of assets and early termination of notes, due to a change in the volume and mix of assets sold; a $128 thousand, or 7 times, increase in other income, due to penalty fees received for a lease settlement with a lessee; and a $55 thousand, favorable change in unrealized gain on fair value adjustment for investment in securities; offset, in part, by a $614 thousand, or 11%, decrease in operating lease revenue, a result of lease portfolio runoff and sales of lease assets.

Expenses

Total expenses for the nine months ended September 30, 2018 decreased by $676 thousand, or 13%, as compared to the prior year period. The net decrease in total expenses was primarily the result of a $353 thousand, or 10%, decrease in depreciation of operating lease assets, a result of lease portfolio run-off and sales of lease assets; a $151 thousand, or 55%, decrease in professional fees, due to the year over year difference in timing and related billings for professional audit and tax services; an $83 thousand, or 89%, decrease in bank charges for credit facility fees related to credit facility borrowings in the prior year period; an $83 thousand, or 30%, decrease, in asset management fees to Managing Member, the result of a decrease in managed assets and related revenues; a $66 thousand, or 30%, decrease in interest expense, a result of a $3.6 million reduction in outstanding borrowings since September 30, 2017; a $34 thousand, or 155%, favorable change in the provision for credit losses, a result of the collection of amounts previously reserved as uncollectible; and an $11 thousand, or 100%, decrease in impairment losses on lease equipment related to prior year period; offset, in part, by a $67 thousand, increase in freight and shipping costs and storage costs, for a one time equipment shipment to a storage facility; and $44 thousand, or 232%, increase in railcar maintenance related to the timing and related billings of railcar maintenance costs.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $1.5 million and $932 thousand at September 30, 2018 and December 31, 2017, respectively. The liquidity of the Company will vary in the future, 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 position to borrow against its current portfolio to meet such requirements. The Managing Member envisions no such requirements for operating purposes.

TABLE OF CONTENTS

Cash Flows

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net cash provided by (used in):
Operating activities	$	1,500		$	1,471		$	2,850		$	4,373
Investing activities		6			114			4,130			735
Financing activities		(853	)		(1,990	)		(6,378	)		(7,143	)
Net increase (decrease) in cash and cash equivalents	$	653		$	(405	)	$	602		$	(2,035	)

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

During the three months ended September 30, 2018 and 2017, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts and investments in notes receivable. The Company realized $8 thousand and $46 thousand from principal payments received on notes receivable, and $0 thousand and $102 thousand, on proceeds from the sales of lease assets and/or early termination of notes receivable, for the respective three months ended September 30, 2018 and 2017.

During the same comparative periods, cash was primarily used to pay distributions and pay down non-recourse debt. Distributions paid to Other Members and the Managing Member totaled $0 and $1.6 million for the respective three months ended September 30, 2018 and 2017. Cash used to pay down non-recourse debt totaled $854 thousand and $892 thousand for the respective three months ended September 30, 2018 and 2017. In addition, cash was used to pay invoices related to management fees and expenses, and other payables.

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 flow from its portfolio of operating lease contracts and its investments in notes receivable. The Company realized $69 thousand and $378 thousand from principal payments received on notes receivable, and $4 million and $390 thousand, on proceeds from the sales of lease assets and/or early termination of notes receivable, for the respective nine months ended September 30, 2018 and 2017. The Company borrowed $0 and $500 thousand from its credit facility for the respective nine months ended September 30, 2018 and 2017.

During the same comparative periods, cash was primarily used to pay distributions and pay down debt. Distributions paid to both Other Members and the Managing Member totaled $1.4 million and $4.8 million for the respective nine months ended September 30, 2018 and 2017. Cash used to pay down non-recourse debt totaled $2.7 million and $2.8 million for the respective nine months ended September 30, 2018 and 2017. Cash used to repurchase Units totaled $59 thousand and $105 thousand for the nine months ended September 30, 2018 and 2017. Cash used to pay down its credit facility totaled $2.3 million and $0 for the respective nine months ended September 30, 2018 and 2017. In addition, cash was used to pay invoices related to management fees and expenses, and other payables.

Revolving credit facility

TABLE OF CONTENTS

Compliance with covenants

The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company was in compliance with all applicable covenants under the Credit Facility as of September 30, 2018. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.

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, 2018, the material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10.0 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.

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 $21 million, .19 to 1, and 29.72 to 1, respectively, as of September 30, 2018. As such, as of September 30, 2018, 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, 2018 (in thousands):


Net income	$	1,995
Interest expense		227
Depreciation of operating lease assets		4,383
Amort of IDC		65
Provision (Reversal) for credit losses		(80	)
Provision for losses on investment in securities		11
Unrealized gain on fair valuation of warrants		(3	)
Principal payments received on direct financing leases		2
Principal payments received on notes receivable		147
EBITDA (for Credit Facility financial covenant calculation only)	$	6,747

TABLE OF CONTENTS

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 January 2012. Additional distributions have been made consistently through March 2018.

Cash distributions were made by the Fund to Unitholders of record as of December 31, 2017 and paid through March 31, 2018. Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the ATEL 15, LLC Prospectus dated October 28, 2011 (“Prospectus”) under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to 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 and loans acquired. During the Fund’s acquisition and operating stages, the Fund may incur short term borrowing to fund regular distributions of such gross revenues to be generated by newly acquired transactions during their respective initial fixed terms. As such, all Fund periodic cash distributions made during these stages have been, and are expected in the future to be, based on the Fund’s actual and anticipated gross revenues to be generated from the binding initial terms of the leases and loans acquired.

As net cash flows from operations are anticipated to fluctuate during the remaining life of the Fund, distributions will only be paid on an annual basis beginning with March of 2018. A distribution equal to 2% of the total original capital contribution was paid in March 2018. The remaining amount to be distributed for 2018 will be determined in December 2018 and paid in January 2019. The amount of all future distributions is dependent upon the timing of lease payments, renewals and asset sales, which will vary during the year.

Through December 31, 2017, the Fund has made annualized distributions of 9% of the investors’ original capital contributions, commencing with the closing of the Fund.

The following table summarizes distribution activity for the Fund from inception through September 30, 2018 (in thousands, except as to Units and per Unit data):


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 2011 – Dec 2011
(Distribution of escrow interest)		Feb 2012 – Jun 2012	$	—			$	—			$	—				n/a		n/a
Jan 2012 – Nov 2012		Feb 2012 – Dec 2012		1,173				—				1,173				0.79		1,476,249
Dec 2012 – Nov 2013		Jan 2013 – Dec 2013		4,191				—				4,191				0.88		4,758,784
Dec 2013 – Nov 2014		Jan 2014 – Dec 2014		5,952				—				5,952				0.90		6,620,428
Dec 2014 – Nov 2015		Jan 2015 – Dec 2015		5,951				—				5,951				0.90		6,612,560
Dec 2015 – Nov 2016		Jan 2016 – Dec 2016		5,934				—				5,934				0.90		6,606,921
Dec 2016 – Nov 2017		Jan 2017 – Dec 2017		5,892				—				5,892				0.90		6,567,800
Dec 2017 – Feb 2018		Feb, 2018		1,303				—				1,303				0.20		6,554,450
			$	30,396			$	—			$	30,396			$	5.47
Source of distributions
Lease and loan payments and sales proceeds received			$	30,396	100.00	%	$	—	0.00	%	$	30,396	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	%
			$	30,396	100.00	%		—	0.00	%	$	30,396	100.00	%

TABLE OF CONTENTS

(1)

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

(2)

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

(3)

Balances shown represent weighted average units for the period from January 1, 2012 to November 30, 2012, December 1, 2012 to November 30, 2013, December 1, 2013 to November 30, 2014, December 1, 2014 to November 30, 2015, December 1, 2015 to November 30, 2016, December 1, 2016 to November 30, 2017 and December 1, 2017 to February 28, 2018, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2018, there were no commitments to fund investments in notes receivable or to purchase lease assets.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

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

Significant Accounting Policies and Estimates

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

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2017. There have been no material changes to the Company’s significant accounting policies since December 31, 2017.

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

TABLE OF CONTENTS

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, 2018 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.

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

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.

Other Exhibits


31.1		Certification of Dean L. Cash
31.2		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

TABLE OF CONTENTS

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, 2018

ATEL 15, LLC
(Registrant)

By:

ATEL Managing Member, LLC
Managing Member of Registrant

By:

/s/ Dean L. Cash

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

By:

/s/ Paritosh K. Choksi

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

By:

/s/ Samuel Schussler

Samuel Schussler
Senor Vice President and Chief Accounting Officer of
ATEL Managing Member, LLC (Managing Member)

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Bad

Atel 15 10-Q2018 Q3 Quarterly report

Content analysis

Form 10-Q

For the quarterly period ended September 30, 2018

For the transition period from to

Commission File number 000-54931

ATEL 15, LLC

DOCUMENTS INCORPORATED BY REFERENCE

ATEL 15, LLC Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

1. Organization and Limited Liability Company matters:

2. Summary of significant accounting policies:

Basis of presentation:

Cash and cash equivalents:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

Use of Estimates:

Segment reporting:

Accounts receivable

Financing receivables

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

Investment in securities:

Purchased securities

Warrants

Credit risk:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

Equipment on operating leases and related revenue recognition:

Initial direct costs:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

Per Unit data:

Fair Value:

Recent accounting pronouncements:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

2. Summary of significant accounting policies: - (continued)

3. Notes receivable, net:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

4. Allowance for credit losses:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

4. Allowance for credit losses: - (continued)

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

5. Investment in equipment and leases, net:

Impairment of investments in lease assets:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

5. Investment in equipment and leases, net: - (continued)

Operating leases:

Direct financing leases:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

5. Investment in equipment and leases, net: - (continued)

6. Related party transactions:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

6. Related party transactions: - (continued)

7. Non-recourse debt:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

8. Long-term debt:

9. Borrowing facilities:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

9. Borrowing facilities: - (continued)

Fee and interest terms

Warehouse facility

10. Commitments:

11. Members’ Capital:

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

11. Members’ Capital: - (continued)

12. Fair value measurements:

Warrants (recurring)

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

12. Fair value measurements: - (continued)

Investment securities (recurring)

Impaired off-lease equipment (non-recurring)

ATEL 15, LLC NOTES TO FINANCIAL STATEMENTS(Unaudited)

12. Fair value measurements: - (continued)

ATEL 15, LLC

Index

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 15, LLC
(Registrant)