Atel 17 10Q 2020 Q2 Quarterly report

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended June 30, 2020

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

For the transition period from to

Commission File number 333-203841

ATEL 17, LLC

(Exact name of registrant as specified in its charter)

California	90-1108275

(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: None

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


Title of each class:	Trading Symbol	Name of each exchange on which registered:
N/A	N/A	N/A

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

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

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


Large accelerated filer ◻	Accelerated filer ◻	Non-accelerated filer ⌧	Smaller reporting company ⌧
Emerging growth company ⌧

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

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

The number of Limited Liability Company Units outstanding as of July 31, 2020 was 2,565,749.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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ATEL 17, LLC

Index

Part I. Financial Information		3

Item 1.	Financial Statements (Unaudited)	3
	Balance Sheets, June 30, 2020 and December 31, 2019	3
	Statements of Operations for the three and six months ended June 30, 2020 and 2019	4
	Statements of Changes in Members’ Capital for the three and six months ended June 30, 2020 and 2019	5
	Statements of Cash Flows for the six months ended June 30, 2020 and 2019	6
	Notes to the Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 4.	Controls and Procedures	28

Part II. Other Information		29

Item 1.	Legal Proceedings	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	30

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 17, LLC

BALANCE SHEETS

JUNE 30, 2020 AND DECEMBER 31, 2019

(In Thousands)


	June 30,		December 31,
	2020		2019
	(Unaudited)
ASSETS
Cash and cash equivalents	$	5,310	$	6,410
Accounts receivable, net		32		81
Notes receivable, net		610		1,078
Warrants, fair value		392		731
Equipment under operating leases, net		10,104		10,290
Prepaid expenses and other assets		10		8
Total assets	$	16,458	$	18,598

LIABILITIES AND MEMBERS' CAPITAL

Accounts payable and accrued liabilities:
Affiliates	$	64	$	24
Accrued distributions to Other Members		228		228
Other		64		56
Non-recourse debt		2,887		3,508
Unearned operating lease income		97		114
Total liabilities		3,340		3,930

Commitments and contingencies

Members’ capital:
Managing Member		1		1
Other Members		13,117		14,667
Total Members’ capital		13,118		14,668
Total liabilities and Members’ capital	$	16,458	$	18,598

See accompanying notes.

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ATEL 17, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2020 AND 2019

(In Thousands Except for Units and Per Unit Data)

(Unaudited)


		Three Months Ended				Six Months Ended
		June 30,				June 30,
	2020		2019		2020		2019
Operating revenues:
Leasing and lending activities:
Operating leases	$	508	$	444	$	1,003	$	891
Notes receivable interest income		37		93		84		212
Gain on sales of lease assets and early termination of notes receivable		—		—		—		116
Other revenue		1		1		1		1
Total operating revenues		546		538		1,088		1,220

Operating expenses:
Depreciation of operating lease assets		337		317		706		635
Asset management fees to Managing Member		64		65		129		133
Acquisition expense		20		—		20		—
Cost reimbursements to Managing Member and/or affiliates		82		79		168		177
Amortization of initial direct costs		9		1		29		1
Interest expense		32		42		67		79
Professional fees		57		36		96		93
Outside services		14		12		22		36
Taxes on income and franchise fees		3		5		5		5
Bank charges		7		39		13		77
Other expense		10		13		18		23
Total operating expenses		635		609		1,273		1,259
Net loss from operations		(89)		(71)		(185)		(39)

Other (loss) income:
Unrealized (loss) gain on fair value adjustment for warrants		(310)		297		(339)		293

Net (loss) income	$	(399)	$	226	$	(524)	$	254

Net (loss) income:
Other Members	$	(399)	$	226	$	(524)	$	254
	$	(399)	$	226	$	(524)	$	254

Net (loss) income per Limited Liability Company Unit (Other Members)	$	(0.16)	$	0.09	$	(0.20)	$	0.10
Weighted average number of Units outstanding		2,565,749		2,565,749		2,565,749		2,565,749

See accompanying notes.

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ATEL 17, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended June 30, 2020
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance March 31, 2020	2,565,749	$	14,029	$	1	$	14,030
Distributions to Other Members ($0.20 per Unit)	—		(513)		—		(513)
Net loss	—		(399)		—		(399)
Balance June 30, 2020	2,565,749	$	13,117	$	1	$	13,118

	Six Months Ended June 30, 2020
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2019	2,565,749	$	14,667	$	1	$	14,668
Distributions to Other Members ($0.40 per Unit)	—		(1,026)		—		(1,026)
Net loss	—		(524)		—		(524)
Balance June 30, 2020	2,565,749	$	13,117	$	1	$	13,118

	Three Months Ended June 30, 2019
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance March 31, 2019	2,565,749	$	16,135	$	1	$	16,136
Distributions to Other Members ($0.20 per Unit)	—		(513)		—		(513)
Net income	—		226		—		226
Balance June 30, 2019	2,565,749	$	15,848	$	1	$	15,849

	Six Months Ended June 30, 2019
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2018	2,565,749	$	16,620	$	1	$	16,621
Distributions to Other Members ($0.40 per Unit)	—		(1,026)		—		(1,026)
Net income	—		254		—		254
Balance June 30, 2019	2,565,749	$	15,848	$	1	$	15,849

See accompanying notes.

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ATEL 17, LLC

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(In Thousands)

(Unaudited)


	Six Months Ended
	June 30,
	2020		2019
Operating activities:
Net (loss) income	$	(524)	$	254
Adjustment to reconcile net (loss) income to net cash provided by operating activities:
Gain on sales of lease assets and early termination of notes receivable		—		(116)
Accretion of note discount - warrants		(29)		(45)
Depreciation of operating lease assets		706		635
Amortization of initial direct costs		29		1
Provision for credit losses		10		—
Unrealized gain (loss) on fair value adjustment for warrants		339		(293)
Changes in operating assets and liabilities:
Accounts receivable		39		12
Due from Managing Member and affiliates		—		10
Prepaid expenses and other assets		(2)		(39)
Accounts payable, other		8		(25)
Accrued liabilities, affiliates		40		40
Unearned operating lease income		(17)		(26)
Net cash provided by operating activities		599		408

Investing activities:
Purchases of equipment under operating leases		(548)		—
Proceeds from early termination of notes receivable		55		838
Principal payments received on notes receivable		441		890
Net cash (used in) provided by investing activities		(52)		1,728

Financing activities:
Borrowings under non-recourse debt		—		1,197
Repayments under non-recourse debt		(621)		(573)
Distributions to Other Members		(1,026)		(1,026)
Net cash used in financing activities		(1,647)		(402)

Net (decrease) increase in cash and cash equivalents		(1,100)		1,734
Cash at beginning of period		6,410		6,484
Cash at end of period	$	5,310	$	8,218

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	68	$	77
Cash paid during the period for taxes	$	5	$	5

Schedule of non-cash financing transactions:
Distributions payable to Other Members at period-end	$	228	$	228

See accompanying notes.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL 17, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 16, 2015 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue as provided in the ATEL 17, LLC limited liability operating agreement dated April 24, 2015 (the “Operating Agreement”). Contributions in the amount of $500 were received as of April 28, 2015, 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 January 5, 2016. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company units (Units) to the public reach $150 million. As of February 2, 2016, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2016. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on July 6, 2016, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering terminated on January 5, 2018.

As of June 30, 2020, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $25.7 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 2,565,749 Units were issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to members, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets have been sold or otherwise disposed.

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

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (‘‘GAAP’’) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year.

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

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after June 30, 2020, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Cash and cash equivalents:

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

Use of Estimates:

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

Segment reporting:

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

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

The primary geographic region in which the Company seeks leasing opportunities is North America. All of the Company’s current operating revenues for the three and six months ended June 30, 2020 and 2019 and long-lived assets as of June 30, 2020 and December 31, 2019 relate to customers domiciled in the United States.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

Accounts receivable:

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

Financing receivables:

In addition to the allowance established for delinquent accounts receivable, the total allowance related solely to financing receivables also includes anticipated impairment charges on notes receivable.

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

Investment in securities:

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. The Company recorded unrealized losses of $310 thousand and unrealized gains of $297 thousand on fair valuation of its warrants for the three months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020 and 2019, the Company recorded unrealized losses of $339 thousand and unrealized gains of $293 thousand, respectively. The estimated fair value of the Company’s portfolio of warrants was $392 thousand and $731 thousand at June 30, 2020 and December 31, 2019, respectively.

Credit risk:

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

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

Equipment on operating leases and related revenue recognition:

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

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

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

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

Initial direct costs:

With the adoption of ASU 2016-02 certain costs associated with the execution of the Company’s leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred effective January 1, 2019.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

Asset valuation:

Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than 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. 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.

Acquisition expense:

Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement and are expensed as incurred.

Fair Value:

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

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

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

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

The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in equipment, notes receivable and equity

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.

Per Unit data:

Net (loss) income and distributions per Unit are based upon the weighted average number of members Units outstanding during the period.

Emerging growth company:

Section 107 of the Jumpstart Our Business Startups Act (the “JOBS Act”) provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to “opt out” of such extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Recent accounting pronouncements:

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-03, Codification Improvements to Financial Instruments (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics, including the current expected credit losses (CECL) standard issued in 2016. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP that are intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. Management is currently evaluating the effect of adopting this new accounting guidance but does not expect adoption will have a material impact on the Fund’s financial statements and disclosures.

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

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

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

On August 15, 2019, the FASB issued a proposed ASU that would grant certain companies additional time to implement FASB standards on CECL, and hedging. The proposed ASU defers the effective date for CECL to fiscal periods beginning after December 15, 2022, including interim periods within those fiscal years; and defers the effective dates for hedging to fiscal periods beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The ASU was approved on October 16, 2019. In February 2020, the FASB issued ASU 2020-02 and delayed the effective date of Topic 326 until fiscal year beginning after December 15, 2022.

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

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. As of June 30, 2020, the original terms of the notes are 42 months with interest rates ranging from 11.55% to 14.84% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2021 to 2022.

As of June 30, 2020, the minimum future payments receivable are as follows (in thousands):


Six months ending December 31, 2020	$	277
Year ending December 31, 2021		436
2022		9
		722
Less: portion representing unearned interest income		(55)
		667
Less: warrants - notes receivable discount		(58)
Unamortized initial direct costs		1
Notes receivable, net	$	610

IDC amortization expense related to notes receivable and the Company’s operating leases for the three and six months ended June 30, 2020 and 2019 are as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
IDC amortization - notes receivable	$	—	$	—	$	1	$	—
IDC amortization - lease assets		9		1		28		1
Total	$	9	$	1	$	29	$	1

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

4. Equipment under operating leases, net:

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


	Balance				Depreciation/		Balance
	December 31,				Amortization		June 30,
	2019		Additions		Expense		2020
Equipment under operating leases, net	$	10,159	$	548	$	(706)	$	10,001
Initial direct costs, net of accumulated amortization of $148 thousand at June 30, 2020 and $179 thousand at December 31, 2019		131		—		(28)		103
Total	$	10,290	$	548	$	(734)	$	10,104

Impairment of equipment under operating leases:

As a result of impairment reviews, management determined that no impairment losses existed for the three and six months ended June 30, 2020 and 2019.

The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment on operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $337 thousand and $317 thousand for the respective three months ended June 30, 2020 and 2019. For the six months ended June 30, 2020 and 2019, depreciation expense of $706 thousand and $635 thousand were recorded, respectively. IDC amortization expense related to the Company’s operating leases totaled $9 thousand and $1 thousand for the respective three months ended June 30, 2020 and 2019. For the six months ended June 30, 2020 and 2019, IDC amortization totaled $28 thousand and $1 thousand, respectively.

All of the Company’s lease asset purchases and capital improvements were made during the years from 2016 through 2020.

Operating leases:

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


	Balance						Balance
	December 31,				Reclassifications		June 30,
	2019		Additions		or Dispositions		2020
Transportation, rail	$	3,657	$	—	$	—	$	3,657
Mining		2,749		—		—		2,749
Construction		1,484		302		—		1,786
Aviation		1,306		246		—		1,552
Paper processing		1,058		—		—		1,058
Marine vessel		1,041		—		—		1,041
Containers		860		—		—		860
Agriculture		742		—		—		742
Materials handling		960		—		—		960
Transportation, other		97		—		—		97
		13,954		548		—		14,502
Less accumulated depreciation		(3,795)		(706)		—		(4,501)
Total	$	10,159	$	(158)	$	—	$	10,001

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

The average estimated residual value for assets on operating leases was 36% and 37% of the assets’ original cost at June 30, 2020 and December 31, 2019, respectively. There were no operating leases in non-accrual status at both June 30, 2020 and December 31, 2019.

At June 30, 2020, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):


	Operating
	Leases
Six months ending December 31, 2020	$	924
Year ending December 31, 2021		1,445
2022		1,227
2023		1,172
2024		806
2025		322
Thereafter		303
	$	6,199

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of June 30, 2020, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):


Equipment category		Useful Life
Transportation, rail		35 - 50
Marine vessel		20 - 30
Containers		15 - 20
Aviation		15 - 20
Mining		10 - 15
Paper processing		10 - 15
Agriculture		7 - 10
Construction		7 - 10
Materials handling		7 - 10
Transportation, other		7 - 10

5. Allowance for credit losses:

The Company had no allowance for credit losses for the three and six months ended June 30, 2020 and 2019.

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 and six 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 and six 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.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

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

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

At June 30, 2020 and December 31, 2019, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes warrants – notes receivable discount) (in thousands):


	Notes Receivable
	June 30, 2020		December 31, 2019
Pass	$	667	$	1,164
Special mention		—		—
Substandard		—		—
Doubtful		—		—
Total	$	667	$	1,164

At June 30, 2020 and December 31, 2019, investment in financing receivables is aged as follows (in thousands):


													Recorded
					Greater						Total		Investment>90
	31-60 Days		61-90 Days		Than		Total				Financing		Days and
June 30, 2020	Past Due		Past Due		90 Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	667	$	667	$	—


													Recorded
					Greater						Total		Investment>90
	31-60 Days		61-90 Days		Than		Total				Financing		Days and
December 31, 2019	Past Due		Past Due		90 Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	1,164	$	1,164	$	—

The Company had no financing receivables on non-accrual or impaired status at June 30, 2020 and December 31, 2019.

6. Related party transactions:

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

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

Each of AFS and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group, Inc. and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management,

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.

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

The Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement, during the three and six months ended June 30, 2020 and 2019 as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Administrative costs reimbursed to Managing Member and/or affiliates	$	82	$	79	$	168	$	177
Asset management fees to Managing Member		64		65		129		133
Acquisition and initial direct costs paid to Managing Member		20		—		20		—
	$	166	$	144	$	317	$	310

7. Non-recourse debt:

At June 30, 2020, non-recourse debt consists of notes payable to financial institutions. The note payments are due in monthly installments. Interest on the notes range from 3.70% to 4.66% per annum. The notes are secured by assignments of lease payments and pledges of assets. At June 30, 2020, gross operating lease rentals totaled approximately $3.1 million over the remaining lease terms and the carrying value of the pledged assets was $6.4 million. The notes mature from 2021 through 2028.

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.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

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


	Principal		Interest		Total
Six months ending December 31, 2020	$	548	$	56	$	604
Year ending December 31, 2021		706		85		791
2022		518		61		579
2023		522		39		561
2024		288		20		308
2025		73		13		86
Thereafter		232		16		248
	$	2,887	$	290	$	3,177

8. Borrowing facilities:

Effective October 31, 2019, the Company entered into an amended and restated revolving credit facility agreement (the “Credit Facility”) which replaced a previous agreement extended beyond its original expiration date of June 2019. The Company participated with ATEL Capital Group and certain subsidiaries and affiliated entities as borrowers, with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital sub-facility, an acquisition sub-facility, institutional leasing sub-facility, and a venture line sub-facility. The Company participates in the acquisition sub-facility and the institutional leasing sub-facility, on a several, but not joint, basis (i.e., the Company is liable only for the amount of the advances extended to the Company under those sub-facilities, and not as to amounts extended to any co-borrower).

The aggregate amount of the Credit Facility is $55 million, with sub-limits for each sub-facility, and currently expires June 30, 2021 (unless extended). The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings extended to the Company under the acquisition sub-facility or the institutional leasing sub-facility, on a several, but not joint, basis. The Credit Facility includes certain financial covenants made by the Company, as is customarily found in credit facilities of similar size and nature.

As of June 30, 2020 and December 31, 2019, borrowings under the Credit Facility were as follows (in thousands):


	June 30,		December 31,
	2020		2019
Total available under the financing arrangement	$	55,000	$	55,000
Amount borrowed by affiliated partnerships and limited liability companies under the venture, acquisition, and warehouse facilities.		(1,712)		(850)
Total remaining available under the working capital, acquisition and warehouse facilities	$	53,288	$	54,150

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of June 30, 2020, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

As of June 30, 2020, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratial 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 $13.1 million, 0.22 to 1, and 16.81 to 1, respectively, as of June 30, 2020. As such, as of June 30, 2020, 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 plus 2.25% or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. There were no borrowings outstanding at June 30, 2020 and December 31, 2019.

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 June 30, 2020, the investment program participants were the Company and ATEL 16, LLC. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro-rata portion of the obligations of each of the affiliated limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

9. Commitments:

At June 30, 2020, there was a commitment to purchase lease assets totaling $1.6 million. This amount represents contract awards which may be canceled by the prospective investee or may not be accepted by the Company.

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

10. Members’ capital:

A total of 2,565,749 Units were issued and outstanding at both June 30, 2020 and December 31, 2019, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

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

The Fund’s net income or net losses are to be allocated 100% to the members. From the commencement of the Fund until the initial closing date, net income and net loss were allocated 99% to the Managing Member and 1% to the initial members. Commencing with the initial closing date, net income and net loss are to be allocated 99.99% to the Other Members and 0.01% to the Managing Member.

Fund distributions are to be allocated 0.01% to the Managing Member and 99.99% to the Other Members. The Company commenced periodic distributions in February 2016.

Distributions to the Other Members for the three and six months ended June 30, 2020 and 2019 were as follows (in thousands except Units and per Unit data):


		Three Months Ended				Six Months Ended
		June 30,				June 30,
	2020		2019		2020		2019
Distributions	$	513	$	513	$	1,026	$	1,026
Weighted average number of Units outstanding		2,565,749		2,565,749		2,565,749		2,565,749
Weighted average distributions per Unit	$	0.20	$	0.20	$	0.40	$	0.40

11. Fair value measurements:

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

At June 30, 2020 and December 31, 2019, only the Company’s warrants were measured on a recurring basis.

Such fair value adjustments utilized the following methodology:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants are determined using a

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, the time to maturity, and a risk free interest rate for the term(s) of the warrant exercise(s). As of June 30, 2020 and December 31, 2019, the calculated fair value of the Fund’s warrant portfolio approximated $392 thousand and $731 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The following table reconciles the beginning and ending balances of the Company’s Level 3 recurring assets (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Fair value of warrants at beginning of period	$	702	$	298	$	731	$	302
Unrealized (loss) gain on fair valuation of warrants		(310)		297		(339)		293
Fair value of warrants at end of period	$	392	$	595	$	392	$	595

The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at June 30, 2020 and December 31, 2019:


June 30, 2020
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.01 - $16.95 ($0.14)
			Exercise price	$0.02 - $9.00 ($0.08)
			Time to maturity (in years)	6.13 - 11.45 (7.55)
			Risk-free interest rate	0.42% - 1.58% (0.54%)
			Annualized volatility	29.90% - 205.61% (48.44%)


December 31, 2019
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.10 - $16.07 ($0.23)
			Exercise price	$0.02 - $9.00 ($0.08)
			Time to maturity (in years)	6.63 - 11.95 (8.05)
			Risk-free interest rate	1.80% - 1.99% (1.87%)
			Annualized volatility	32.21% - 111.44% (46.75%)

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

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

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

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.

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 June 30, 2020 and December 31, 2019 (in thousands):


	June 30, 2020
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	5,310	$	5,310	$	—	$	—	$	5,310
Notes receivable, net		610		—		—		621		621
Warrants, fair value		392		—		—		392		392
Financial liabilities:
Non-recourse debt		2,887		—		—		3,027		3,027


	December 31, 2019
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	6,410	$	6,410	$	—	$	—	$	6,410
Notes receivable, net		1,078		—		—		1,086		1,086
Warrants, fair value		731		—		—		731		731
Financial liabilities:
Non-recourse debt		3,508		—		—		3,516		3,516

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ATEL 17, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

12. Global health emergency:

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

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Company’s performance is subject to risks relating to lessee and borrower defaults and the creditworthiness of its lessees and borrowers. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL 17, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 16, 2015 for the purpose of raising capital and originating equipment financing transactions and acquiring equipment to engage in equipment leasing and sales activities. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of January 5, 2016.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company Units to the public reach $150 million. As of February 2, 2016, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. Pennsylvania subscriptions are subject to a separate escrow and will be released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal not less than $7.5 million in gross proceeds. Total contributions to the Fund exceeded $7.5 million on July 6, 2016. The offering was terminated on January 5, 2018.

Results of Operations

The three months ended June 30, 2020 versus the three months ended June 30, 2019

The Company had a net loss of $399 thousand and net income of $226 thousand for the three months ended June 30, 2020 and 2019, respectively. The current year second quarter results reflect increases in both operating revenues and expenses, and an increase in other loss when compared to the prior year period.

Total operating revenues were $546 thousand and $538 thousand for the three months ended June 30, 2020 and 2019, respectively. The $8 thousand, or 1%, increase in revenues was primarily due to an increase in operating leases offset by a decline in notes receivable interest income.

The increase in operating lease revenues totaled $64 thousand and was primarily due to incremental revenues from new assets acquired since June 30, 2019. Notes receivable interest income decreased by $56 thousand due to maturities of certain notes since June 30, 2019.

Total operating expenses were $635 thousand and $609 thousand for the three months ended June 30, 2020 and 2019, respectively. The $26 thousand, or 4%, increase in expenses was primarily due to higher professional fees, depreciation expense and acquisition costs partially offset by a decrease in bank charges.

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Professional fees increased by $21 thousand primarily due to higher audit-related and tax services fees. Each of depreciation expense and acquisition costs increased by $20 thousand primarily due to new asset acquisitions since June 30, 2019. Such increases in expenses were partially offset by a $32 thousand reduction in bank charges, which was attributable to lower allocated facility and unused credit fees related to the Credit Facility.

During the current year quarter, the Company also recorded other loss totaling $310 thousand related to the fair valuation of its warrants. This compares to $297 thousand of other income recorded during the prior year period. Such unfavorable change in the fair value of the warrants is attributable to changes to the underlying prices of certain securities.

The six months ended June 30, 2020 versus the three months ended June 30, 2019

The Company had a net loss of $524 thousand and net income of $254 thousand for the six months ended June 30, 2020 and 2019, respectively. The year-to-date results for 2020 reflect a decrease in operating lease revenues and increases in both operating expenses and other loss when compared to the prior year period.

Total operating revenues were $1.1 million and $1.2 million for the six months ended June 30, 2020 and 2019, respectively. The $132 thousand, or 11%, decline in revenues was primarily due to decreases in notes receivable interest income and gain recognized on the early termination of notes receivable, partially offset by an increase in operating lease revenues.

The decrease in notes receivable interest income totaled $128 thousand and was primarily due to maturities of certain notes since June 30, 2019, coupled with an early termination of a note during the prior year period. The early termination of a note during the prior year period resulted in a gain of $116 thousand. There were no such gains recognized on the early termination of notes during the current year period. As a partial offset, operating lease revenues increased by $112 thousand as a result of revenues derived from new assets acquired since June 30, 2019.

Operating expenses totaled $1.3 million for each of the six months ended June 30, 2020 and 2019. Notable period over period changes included a $71 thousand increase in depreciation expense offset by a $64 thousand decrease in bank charges. The increase in depreciation expense was attributable to new asset acquisitions since June 30, 2019; while the decrease in bank charges was a result of lower allocated costs related to the Credit Facility.

During the first half of 2020, the Company recorded other loss totaling $339 thousand related to the fair valuation of its warrants. This compares to $293 thousand of other income recorded during the prior year period. Such unfavorable change in the fair value of the warrants is attributable to changes to the underlying prices of certain securities.

Capital Resources and Liquidity

At June 30, 2020 and December 31, 2019, the Company’s cash and cash equivalents totaled $5.3 million and $6.4 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The Company currently believes it has adequate reserves available to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements.

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Cash Flows

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


	Six Months Ended
	June 30,
	2020		2019
Net cash (used in) provided by:
Operating activities	$	599	$	408
Investing activities		(52)		1,728
Financing activities		(1,647)		(402)
Net (decrease) increase in cash and cash equivalents	$	(1,100)	$	1,734

During the respective six months ended June 30, 2020 and 2019, the Company’s main sources of liquidity were cash flows from its portfolio of operating lease contracts, principal payments on its investments in notes receivable, and proceeds from the early termination of certain notes receivable. Principal payments received on the notes receivable totaled $441 thousand and $890 thousand for the six months ended June 30, 2020 and 2019, respectively; and, proceeds from the early termination of notes receivable totaled $55 thousand and $838 thousand for the same respective periods. In addition, during the prior year period, the Company had $1.2 million of borrowings under non-recourse debt. There were no such borrowings during the first half of 2020.

During the respective six months ended June 30, 2020 and 2019, cash was primarily used to pay distributions to both the Other Members and the Managing Member, and to repay borrowings under non-recourse debt. Distributions paid totaled $1.0 million for each of the six months ended June 30, 2020 and 2019; and, repayments of borrowings under non-recourse debt totaled $621 thousand and $573 thousand for the respective six months ended June 30, 2020 and 2019.

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 February 2016.

Cash distributions were paid by the Fund to Unitholders of record as of May 31, 2020, and paid through June 30, 2020. The distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets; see the discussion in the Prospectus under “Income, Losses and Distributions.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

The cash distributions were based on current and anticipated gross revenues from the loans funded and equity investments acquired. During the Fund’s acquisition and operating stages, the Fund may incur short term borrowing to fund regular distributions of such gross revenues to be generated by newly acquired transactions during their respective initial fixed terms. As such, all Fund periodic cash distributions made during these stages have been, and are expected in the future to be, based on the Fund’s actual and anticipated gross revenues to be generated from the binding initial terms of the loans and investments funded.

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The following table summarizes distribution activity for the Fund from inception through June 30, 2020 (in thousands except for Units and Per Unit Data):


											Total		Weighted
		Return of			Distribution			Total			Distribution		Average Units
Distribution Period (1)	Paid	Capital			of Income			Distribution			per Unit (2)		Outstanding (3)
Monthly and quarterly distributions
Feb 2016 - Nov 2016	Apr 2016 - Dec 2016	$	492		$	—		$	492		$	0.64	770,832
Dec 2016 - Nov 2017	Jan 2017 - Dec 2017		1,540			—			1,540			0.78	1,967,313
Dec 2017 - Nov 2018	Jan 2018 - Dec 2018		2,043			—			2,043			0.80	2,562,088
Dec 2018 - Nov 2019	Jan 2019 - Dec 2019		2,052			—			2,052			0.80	2,565,749
Dec 2019 - May 2020	Jan 2020 - Jun 2020		1,026			—			1,026			0.40	2,565,749
		$	7,153		$	—		$	7,153		$	3
Source of distributions
Lease and loan payments and sales proceeds received		$	7,153	100.00%	$	—	0.00%	$	7,153	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%
		$	7,153	100.00%	$	—	0.00%	$	7,153	100.00%

(1)

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

(2)

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

(3)

Balances shown represent weighted average units for the period from February 2 - November 30, 2016, from December 1, 2016 - November 30, 2017, December 1, 2017 - November 30, 2018, December 1, 2018 - November 30, 2019, and December 1, 2019 – May 31, 2020, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At June 30, 2020, there was a commitment to purchase lease assets totaling $1.6 millon. This amount represents contract awards which may be canceled by the prospective investee or may not be accepted by the Company.

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.

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

Item 4. Controls and procedures.

Evaluation of disclosure controls and procedures

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

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Information provided pursuant to § 229.701 (Item 701(f)) (formerly included in Form SR):

(1)Effective date of the offering: January 5, 2016; File Number: 333-203841

(2)Offering commenced: January 5, 2016

(3)The offering did not terminate before any securities were sold.

(4)The managing underwriter is ATEL Securities Corporation.

(5)The title of the registered class of securities is “Units of Limited Liability Company Interest.”

(6)Aggregate amount and offering price of securities registered and sold as of June 30, 2020 (Dollars in thousands):


					Aggregate price
	Amount	Aggregate price of offering			of offering
Title of Security	Registered	amount registered		Units sold	amount sold
Units of Limited Company Interest	15,000,000	$	150,000	2,565,749	$	25,699

(7)Costs incurred for the issuers’ account in connection with the issuance and distribution of the securities registered for each category listed below (in thousands):


	Direct or indirect payments
	to directors, officers,
	Managing Members of the
	issuer or their associates, to
	persons owning ten percent
	or more of any class of		Direct or
	equity securities of the		indirect
	issuer; and to affiliates of		payments to
	the issuer		others		Total
Underwriting discounts and commissions	$	516	$	1,807	$	2,323
Other syndication costs		—		1,548		1,548
Total expenses	$	516	$	3,355	$	3,871

(8) Net offering proceeds to the issuer after the total expenses in item 7 (in thousands):					$	21,828

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(9) The amount of the net offering proceeds to the issuer used for each of the purposes listed below:


	Direct or indirect payments
	to directors, officers,
	Managing Members of the
	issuer or their associates, to
	persons owning ten percent
	or more of any class of		Direct or
	equity securities of the		indirect
	issuer; and to affiliates of		payments to
	the issuer		others		Total
Purchase and installation of machinery and equipment	$	321	$	14,524	$	14,845
Investment in notes receivable		20		6,176		6,196
Distributions paid and accrued		1		7,381		7,382
Other expenses		—		4,768		4,768
	$	342	$	32,849	$	33,191

(10) Net offering proceeds to the issuer after the total investments and distributions in item 9 (in thousands):					$	(11,363)

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)	Documents filed as a part of this report


		1.	Financial Statement Schedules
			All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.


2.	Other Exhibits

	(31.1)	Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a)
	(31.2)	Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a)
	(32.1)	Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350
	(32.2)	Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350
	(101.INS)	XBRL Instance Document
	(101.SCH)	XBRL Taxonomy Extension Schema Document
	(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase Document
	(101.DEF)	XBRL Taxonomy Extension Definition Linkbase Document
	(101.LAB)	XBRL Taxonomy Extension Label Linkbase Document
	(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

Date: August 13, 2020

ATEL 17, LLC

(Registrant)


By:	ATEL Managing Member, LLC Managing Member of Registrant

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


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


By:	/s/ Samuel Schussler
	Samuel Schussler
	Senior Vice President and Chief Accounting Officer of ATEL Managing Member, LLC (Managing Member)

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Atel 17 10-Q2020 Q2 Quarterly report

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