Atel 15 10Q 2021 Q3 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 September 30, 2021

☐ 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

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 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.


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 October 31, 2021 was 6,542,557.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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ATEL 15, LLC

Index


Part I.	Financial Information	3

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

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 4.	Controls and Procedures	25

Part II.	Other Information	27

Item 1.	Legal Proceedings	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 15, LLC

BALANCE SHEETS

SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

(In Thousands)

(Unaudited)


	September 30,		December 31,
	2021		2020

ASSETS
Cash and cash equivalents	$	2,139	$	1,297
Accounts receivable, net		64		46
Due from Managing Member and affiliates		0		55
Investment in securities		67		445
Warrants, fair value		2		20
Equipment under operating leases, net		11,260		14,812
Prepaid expenses and other assets		12		15
Total assets	$	13,544	$	16,690

LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Due to Managing Member and affiliates	$	51	$	0
Other		368		228
Non-recourse debt		2,402		3,108
Unearned operating lease income		188		106
Total liabilities		3,009		3,442

Commitments and contingencies

Members’ capital:
Managing Member		0		0
Other Members		10,535		13,248
Total Members’ capital		10,535		13,248
Total liabilities and Members’ capital	$	13,544	$	16,690

See accompanying notes.

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ATEL 15, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2021 AND 2020

(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Operating revenues:
Leasing and lending activities:
Operating leases revenue, net	$	730	$	969	$	2,427	$	2,926
(Loss) gain on sales of operating lease assets		(21)		65		54		166
Other revenue		5		4		62		8
Total operating revenues		714		1,038		2,543		3,100

Operating expenses:
Depreciation of operating lease assets		531		770		1,870		1,803
Asset management fees to Managing Member		42		46		108		115
Cost reimbursements to Managing Member and/or affiliates		111		124		363		403
Impairment losses on equipment		89		0		788		0
Amortization of initial direct costs		0		0		1		1
Interest expense		21		29		71		95
Professional fees		13		14		139		116
Outside services		22		27		50		54
Taxes on income and franchise fees		14		17		49		85
Storage fees		24		34		78		98
Railcar maintenance		30		0		157		0
Other expense		39		43		98		105
Total operating expenses		936		1,104		3,772		2,875
Net (loss) income from operations		(222)		(66)		(1,229)		225

Other (loss) income:
Gain on sale of investment in securities		0		0		21		0
Unrealized (loss) gain on fair value adjustment for securities		(9)		41		(12)		144
Unrealized (loss) gain on fair value adjustment for warrants		0		(4)		(18)		130
Total other (loss) income		(9)		37		(9)		274
Net (loss) income	$	(231)	$	(29)	$	(1,238)	$	499

Net (loss) income:
Managing Member	$	0	$	0	$	101	$	146
Other Members		(231)		(29)		(1,339)		353
	$	(231)	$	(29)	$	(1,238)	$	499

Net (loss) income per Limited Liability Company Unit (Other Members)	$	(0.04)	$	0.00	$	(0.20)	$	0.05
Weighted average number of Units outstanding		6,542,557		6,542,557		6,542,557		6,542,557

See accompanying notes.

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ATEL 15, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2021 AND 2020

(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended September 30, 2021
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2021	6,542,557	$	10,766	$	—	$	10,766
Net loss	—		(231)		—		(231)
Balance September 30, 2021	6,542,557	$	10,535	$	—	$	10,535

	Nine Months Ended September 30, 2021
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2020	6,542,557	$	13,248	$	—	$	13,248
Distributions to Other Members ($0.21 per Unit)	—		(1,374)		—		(1,374)
Distributions to Managing Member	—		—		(101)		(101)
Net (loss) income	—		(1,339)		101		(1,238)
Balance September 30, 2021	6,542,557	$	10,535	$	—	$	10,535

	Three Months Ended September 30, 2020
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2020	6,542,557	$	14,658	$	—	$	14,658
Net loss	—		(29)		—		(29)
Balance September 30, 2020	6,542,557	$	14,629	$	—	$	14,629

	Nine Months Ended September 30, 2020
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2019	6,542,557	$	16,075	$	—	$	16,075
Distributions to Other Members ($0.27 per Unit)	—		(1,799)		—		(1,799)
Distributions to Managing Member	—		—		(146)		(146)
Net income	—		353		146		499
Balance September 30, 2020	6,542,557	$	14,629	$	—	$	14,629

See accompanying notes.

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ATEL 15, LLC

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2021 AND 2020

(In Thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2021		2020
Operating activities:
Net (loss) income	$	(1,238)	$	499
Adjustment to reconcile net (loss) income to cash provided by operating activities:
Gain on sales of operating lease assets		(54)		(166)
Gain on sales of investment in securities		(21)		0
Depreciation of operating lease assets		1,870		1,803
Amortization of initial direct costs		1		1
Provision for credit losses		9		0
Impairment losses on equipment		788		0
Unrealized loss (gain) on fair value adjustment for securities		12		(144)
Unrealized loss (gain) on fair value adjustment for warrants		18		(130)
Changes in operating assets and liabilities:
Accounts receivable		(27)		2
Prepaid expenses and other assets		3		4
Due to/from Managing Member and affiliates		(24)		10
Accounts payable, other		140		(32)
Unearned operating lease income		82		118
Net cash provided by operating activities		1,559		1,965

Investing activities:
Purchase of securities		0		(3)
Proceeds from sales of operating lease assets		947		287
Proceeds from sales of securities		527		0
Net cash provided by investing activities		1,474		284

Financing activities:
Repayments under non-recourse debt		(706)		(727)
Distributions to Other Members		(1,374)		(3,271)
Distributions to Managing Member		(111)		(265)
Net cash used in financing activities		(2,191)		(4,263)

Net increase (decrease) in cash and cash equivalents		842		(2,014)
Cash and cash equivalents at beginning of period		1,297		3,027
Cash and cash equivalents at end of period	$	2,139	$	1,013

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	71	$	95
Cash paid during the period for taxes	$	70	$	85

Schedule of non-cash financing transactions:
Conversion of warrants to equity securities	$	0	$	333

See accompanying notes.

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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 “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 Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of December 21, 2011, 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 2012. 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 April 14, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 28, 2013.

As of September 30, 2021, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $65.9 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’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by the ATEL 15, LLC amended and restated Limited Liability Company Operating Agreement dated October 28, 2011 (the “Operating Agreement”).

Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 5). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of the Managing Member.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (‘‘GAAP’’) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results of operations.

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

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2021, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of 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 allowances for doubtful accounts.

Segment reporting:

The Company is organized into 1 operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in 1 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 for the respective three and nine months ended September 30, 2021 and 2020, and long-lived tangible assets as of September 30, 2021 and December 31, 2020 relate to customers domiciled in the United States.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Accounts receivable:

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

Investment in securities:

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 $67 thousand and $445 thousand of purchased securities at September 30, 2021 and December 31, 2020, respectively. Such amounts included investment securities which do not have readily determinable market value totaling $23 thousand both at September 30, 2021 and December 31, 2020. During the respective three months ended September 30, 2021 and 2020, the Company recorded $9 thousand of unrealized losses and $41 thousand of unrealized gains on investment securities with readily determinable fair values. During the respective nine months ended September 30, 2021 and 2020, the Company recorded $12 thousand of unrealized losses and $144 thousand of unrealized gains on investment securities with readily determinable fair values. There were 0 fair value adjustments on investment securities that do not have readily determinable fair values during the three- and nine-month periods ended September 30, 2021 and 2020. Cumulatively, a total of $17 thousand was recorded to reduce the value of such investment securities held on September 30, 2021. The Company had 0 impairment adjustments on investment securities during the three and nine months ended September 30, 2021 and 2020. In addition, there were 0 sales of investment in securities during the current quarter and prior year period.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet, as determined by the Managing Member. As of September 30, 2021 and December 31, 2020, the estimated fair value of the Company’s portfolio of warrants was $2 thousand and $20 thousand, respectively. During the three months ended September 30, 2021, the net unrealized gains and losses on the Company’s warrants was de minimis. During the three months ended September 30, 2020, the Company recorded unrealized losses of $4 thousand. During the nine months ended September 30, 2021 and 2020, the Company recorded unrealized losses of $18 thousand and unrealized gains of $130 thousand, respectively, on fair valuation of its warrants. There were net warrant exercises in exchange for securities totaling $333 thousand during the nine-month periods ended September 30, 2020. There were 0 warrant exercises during the nine-month periods ended September 30, 2021.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents 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 Company’s cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company.

Accounts and notes receivable represent amounts due from lessees or borrowers in various industries, related to equipment on operating and direct financing leases or notes receivable.

Equipment on operating leases and related revenue recognition:

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

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

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

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

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Initial direct costs:

Incremental costs of a lease that would not have been incurred if the lease had not been obtained are capitalized and amortized over the lease term. All other costs associated with the execution of the Company’s leases are expensed as incurred.

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.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net (loss) income 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.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

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.

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

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

3. Allowance for credit losses:

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


	Allowance for
	Doubtful
	Accounts
	Operating Leases
Balance December 31, 2019	$	0
Provision for credit losses		2
Balance December 31, 2020	$	2
Provision for credit losses		9
Balance September 30, 2021	$	11

4. Equipment under operating leases, net:

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


					Depreciation/
					Amortization
	Balance			Reclassifications,	Expense or		Balance
	December 31,		Additions, Dispositions		Amortization		September 30,
	2020		and Impairment Losses		of Leases		2021
Equipment under operating leases, net	$	11,149	$	609	$	(1,870)	$	9,888
Assets held for sale or lease, net		3,659		(2,291)		0		1,368
Initial direct costs, net		4		0		0		4
Total	$	14,812	$	(1,682)	$	(1,870)	$	11,260

The Company recorded $89 thousand and $788 thousand of impairment losses on equipment during the three and nine months ended September 30, 2021. There were 0 such impairment losses recorded during the three and nine months ended September 30, 2020.

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 $531 thousand and $770 thousand for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense on the Company’s equipment totaled $1.9 million and $1.8 million for the nine months period ended September 30, 2021 and 2020, respectively. Total depreciation for the three and nine months ended September 30, 2021 include $25 thousand and $360 thousand, respectively, of additional depreciation recorded to reflect year-to-date changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Such estimated residual values of equipment associated with leases on month-to-month extensions are evaluated at least semi-annually, and depreciation recorded for the change in the estimated reduction in value. Such additional depreciation totaled $276 thousand for both the three- and nine-month periods ended September 30, 2020.

All of the Company’s lease asset purchases and capital improvements were made during the years from 2011 through 2015.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Operating leases:

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


	Balance				Reclassifications		Balance
	December 31,				or Dispositions		September 30,
	2020		Additions		Impairment Losses		2021
Marine vessel	$	19,410	$	0	$	0	$	19,410
Manufacturing		4,358		0		(1,604)		2,754
Transportation, rail		5,094		0		621		5,715
Facility – other		5,084		0		0		5,084
Construction		1,775		0		0		1,775
Other		1,158		0		(201)		957
		36,879		0		(1,184)		35,695
Less accumulated depreciation		(25,730)		(1,870)		1,793		(25,807)
Total	$	11,149	$	(1,870)	$	609	$	9,888

The average estimated residual value for assets on operating leases was 18% of the assets’ original cost at both September 30, 2021 and December 31, 2020, respectively.

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


	Operating
	Leases
Three months ending December 31, 2021	$	461
Year ending December 31, 2022		2,267
2023		1,379
2024		457
2025		219
Thereafter		51
	$	4,834

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of September 30, 2021, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):


Equipment category		Useful Life
Transportation, rail		35 – 50
Marine vessel		20 – 30
Manufacturing		10 – 15
Construction		7 – 10
Facility - other		7 – 10
Other		7 – 10

5. Related party transactions:

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

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

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

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

The Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement, during the three and nine months ended September 30, 2021 and 2020 as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Administrative costs reimbursed to Managing Member and/or affiliates	$	111	$	124	$	363	$	403
Asset management fees to Managing Member		42		46		108		115
	$	153	$	170	$	471	$	518

6. Non-recourse debt:

At September 30, 2021, non-recourse debt consists of a note payable to a financial institution. The note payments are due in monthly installments. Interest on the note is 3.40% per annum. The note is secured by assignments of lease payments and pledges of assets. At September 30, 2021, gross operating lease rentals totaled approximately $2.5 million over the remaining lease term and the carrying value of the pledged asset is $6.6 million. The note matures in 2024.

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

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.

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


	Principal		Interest		Total
Three months ending December 31, 2021	$	240	$	20	$	260
Year ending December 31, 2022		978		58		1,036
2023		1,012		25		1,037
2024		172		1		173
Total	$	2,402	$	104	$	2,506

The non-recourse debt represents half of a $9.2 million non-recourse promissory note executed on May 20, 2019. The non-recourse promissory note was split evenly between the Fund and its affiliate, ATEL 14, LLC, and was used to pay off the senior long-term debt. The non-recourse promissory note is to be serviced by the cash flows generated under a renewed bareboat charter.

7. Commitments:

At September 30, 2021, there were 0 commitments to purchase lease assets or to fund investments in notes receivable.

8. Members’ capital:

A total of 6,542,557 Units were issued and outstanding at September 30, 2021 and December 31, 2020, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

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

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

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the members. The Company commenced periodic distributions during the first quarter of 2012.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Distributions declared	$	0	$	0	$	1,374	$	1,799
Weighted average number of Units outstanding		6,542,557		6,542,557		6,542,557		6,542,557
Weighted average distributions per Unit	$	0	$	0	$	0.21	$	0.27

9. Fair value measurements:

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

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

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, and a risk free interest rate for the term(s) of the warrant exercise(s). As of September 30, 2021 and December 31, 2020, the calculated fair value of the Fund’s warrants portfolio totaled $2 thousand and $20 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis for the three and nine months ended September 30, 2021 and 2020, and classified as Level 3 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Fair value of warrants at beginning of period	$	2	$	359	$	20	$	225
Unrealized (loss) gain on fair market valuation of warrants		0		(4)		(18)		130
Warrants converted to securities		0		(333)		—		(333)
Fair value of warrants at end of period	$	2	$	22	$	2	$	22

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. As of September 30, 2021 and December 31, 2020, the fair value of such investment securities totaled $44 thousand and $422 thousand respectively.

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The fair value of investment securities that were accounted for on a recurring basis for the three and nine months ended September 30, 2021 and 2020, and classified as Level 1 are as follows (in thousands):


		Three Months Ended			Nine Months Ended
		September 30,			September 30,
		2021		2020	2021		2020
Fair value of securities at the beginning of period	$	53	$	381	$	422	$	70
Conversion of previously held private securities		0		0		0		53
Warrants converted to securities		0		333		0		333
Security sold		0		0		(366)		0
Unrealized (loss) gain on fair market valuation of securities		(9)		41		(12)		299
Fair value of investment securities at the end of period	$	44	$	755	$	44	$	755

Impaired lease and off-lease equipment (non-recurring)

During the year ended December 31, 2020, the Company recorded fair value adjustments totaling $995 thousand to reduce the cost basis of certain manufacturing and agriculture equipment. During the year ended September 30, 2021, the Company recorded additional fair value adjustments totaling $788 thousand to reduce the cost basis of certain manufacturing and agriculture equipment.

Level 1

Level 2

Level 3

September 30

Estimated

2021

Fair Value

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

Impaired lease and off-lease equipment

936

Level 1

Level 2

Level 3

December 31

Estimated

2020

Fair Value

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

Impaired lease and off-lease equipment

960

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

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at September 30, 2021 and December 31, 2020:


September 30, 2021
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.05 - $18.72($0.21)
			Exercise price	$0.10 - $160.05($0.32)
			Time to maturity (in years)	0.23 - 2.60(0.43)
			Risk-free interest rate	0.04% - 0.47%(0.08%)
			Annualized volatility	34.92% - 166.94%(36.50%)

Lease and Off-lease equipment	Non-recurring	Market Approach	Third Party Agents' Pricing	$0 - $150,000
			Quotes - per equipment	(total of $936,000)
			Equipment Condition	Poor to Average


December 31, 2020
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.05 - $28.66($0.24)
			Exercise price	$0.10 - $160.05($0.32)
			Time to maturity (in years)	0.98 - 3.35(1.18)
			Risk-free interest rate	0.10% - 0.22%(0.11%)
			Annualized volatility	33.86% - 158.37%(35.28%)

Lease and Off-lease equipment	Non-recurring	Market Approach	Third Party Agents' Pricing	$0 - $150,000
			Quotes - per equipment	(total of $960,000)
			Equipment Condition	Poor to Average

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

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

Cash and cash equivalents

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

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 price.

Non-recourse debt

The fair value of the Company’s non-recourse debt is estimated using discounted cash flow analyses, based upon current market borrowing rates for similar types of borrowing arrangements.

Commitments and Contingencies

Management has determined that no recognition for the fair value of the Company’s loan commitments is necessary because their terms are made on a market rate basis and require borrowers to be in compliance with the Company’s credit requirements at the time of funding.

The fair value of contingent liabilities (or guarantees) is not considered material because management believes there has been no event that has occurred wherein a guarantee liability has been incurred or will likely be incurred.

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at September 30, 2021 and December 31, 2020 (in thousands):


	Fair Value Measurements at September 30, 2021
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,139	$	2,139	$	0	$	0	$	2,139
Investment in securities		44		44		0		0		44
Warrants, fair value		2		0		0		2		2

Financial liabilities:
Non-recourse debt		2,402		0		0		2,456		2,456


	Fair Value Measurements at December 31, 2020
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,297	$	1,297	$	0	$	0	$	1,297
Investment in securities		422		422		0		0		422
Warrants, fair value		20		0		0		20		20

Financial liabilities:
Non-recourse debt		3,108		0		0		3,212		3,212

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

10. Global health emergency:

On January 30, 2020, the World Health Organization declared a global health emergency. The Fund’s operations are 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 continue 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

As of September 30, 2021, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $65.9 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

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

The Company had net losses of $231 thousand and $29 thousand for the three months ended September 30, 2021 and 2020, respectively. The results for the third quarter of 2021 reflect decreases in both total operating revenues and expenses, and an unfavorable change in other (loss) income related to the Company’s investment securities and warrants.

Total operating revenues decreased by $324 thousand, or 31%, period over period decline was primarily due to lower operating lease revenues and an unfavorable change in gains (losses) recognized on sales of lease assets. Operating lease revenues decreased primarily due to run-off and disposition of lease assets; while the unfavorable change in gains (losses) recognized on sales of lease assets was attributable to a change in the mix of assets sold.

Total operating expenses decreased by $168 thousand, or 15%, largely due to a decline in depreciation expense partially offset by impairment losses recorded during the current quarter. Depreciation expense decreased by $239 thousand primarily due to portfolio run off and disposition of lease assets. Impairment losses totaling $89 thousand were recorded during the current quarter to reduce the book value of certain off-lease equipment deemed impaired. There were no such adjustments during the prior year period.

During the current quarter, the Fund recorded other loss of $9 thousand related to unrealized gains/losses on its portfolio of investments securities and warrants. This compares to other income of $37 thousand recorded during the prior year period. The $46 thousand unfavorable change in other (loss) income reflects prior year period unrealized gains attributable to a significant change in the stock price of holdings in a privately held company, which completed an initial public offering during 2020. All holdings in such company had been liquidated prior to the second quarter of 2021.

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

The Company had net losses of $1.2 million and net income of $499 thousand for the nine months ended September 30, 2021 and 2020, respectively. The results for the nine months of 2021 reflect a decline in total operating revenues, an increase in total operating expenses, and an unfavorable change in other (loss) income related to the Company’s investment securities and warrants.

Total operating revenues decreased by $557 thousand, or 18%, primarily due to reductions in operating lease revenues and gains realized on sales of operating lease assets partially offset by a favorable change in other revenue.

Operating lease revenues decreased by $499 thousand primarily due to run-off and disposition of lease assets since September 30, 2020; while gains realized from sales of lease assets declined by $112 thousand mainly due to the change in the mix of assets sold. As a partial offset to such decreases, other revenue increased by $54 thousand due to deferred maintenance fees related to excessive wear and tear on certain returned equipment.

Total operating expenses increased by $897 thousand, or 31%, primarily due to impairment losses recorded on certain equipment coupled with higher railcar maintenance costs.

Impairment losses totaling $788 thousand were recorded during the first nine months of 2021 to reduce the book value of certain off-lease equipment deemed impaired. There were no such adjustments during the prior year period.

Railcar maintenance costs increased by $157 thousand due to an increase in off-lease railcar inventory.

During the current nine-month period, the Fund recorded other loss of $9 thousand related to both unrealized and realized gains/losses on its portfolio of investments securities and warrants. This compares to other income of $274 thousand recorded during the prior year period. The $283 thousand unfavorable change in other (loss) income primarily reflects prior year period unrealized gains attributable to a significant change in the stock price of holdings in a privately held company which completed an initial public offering during 2020. All holdings in such company had been liquidated prior to the second quarter of 2021.

Capital Resources and Liquidity

At September 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents totaled $2.1 million and $1.3 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.

Cash Flows

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


	Nine Months Ended
	September 30,
	2021		2020
Net cash provided by (used in):
Operating activities	$	1,559	$	1,965
Investing activities		1,474		284
Financing activities		(2,191)		(4,263)
Net increase (decrease) in cash and cash equivalents	$	842	$	(2,014)

During the nine months ended September 30, 2021 and 2020, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts. In addition, during the same respective periods, the Company received

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$947 thousand and $287 thousand of proceeds from sales of operating lease assets. Also, during the first nine months of 2021, the Company received $527 thousand of proceeds from sales of securities. There were no sales of securities during the prior year period.

During the nine months ended September 30, 2021 and 2020, cash was primarily used to pay distributions and to repay borrowings under non-recourse debt. Distributions paid to the Other Members and the Managing Member totaled $1.5 million and $3.5 million for the respective nine months ended September 30, 2021 and 2020. Cash used to reduce non-recourse debt totaled $706 thousand and $727 thousand for the same respective periods. In addition, cash was used to pay invoices related to management fees and expenses, and other payables for both nine-month periods.

Distributions

The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of January 2012. Additional distributions have been made consistently through September 30, 2021.

Cash distributions were made by the Fund to Unitholders of record as of February 28, 2021, and paid through September 30, 2021. 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. Cash distributions are based on current and anticipated gross revenues from the leases and loans acquired. Distributions are declared and distributed at the discretion of the Managing Member.

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.

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


														Total		Weighted
		Return of				Distribution				Total				Distribution		Average Units
Distribution Period (1)	Paid	Capital				of Income				Distribution				per Unit⁽²⁾		Outstanding⁽³⁾
Monthly and quarterly distributions
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 – Nov 2018	Jan 2018 – Dec 2018		1,918				—				1,918				0.29	6,554,450
Dec 2018 – Nov 2019	Jan 2019 – Dec 2019		2,958				—				2,958				0.45	6,542,557
Dec 2019 – Nov 2020	Jan 2020 – Dec 2020		3,271				—				3,271				0.50	6,542,557
Dec 2020 - Feb 2021	Jan 2021 - Mar 2021		1,374								1,374				0.21	6,542,557
		$	38,614			$	—			$	38,614			$	6.72

Source of distributions
Lease and loan payments and sales proceeds received		$	38,614	100.00	%	$	—	0.00	%	$	38,614	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	%
		$	38,614	100.00	%	$	—	0.00	%	$	38,614	100.00	%

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(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 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, December 1, 2017 to November 30, 2018, December 1, 2018 to November 30, 2019, December 1, 2019 to November 30, 2020, and December 1, 2020 to February 28, 2021, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

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

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

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

Critical Accounting Policies and Estimates

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

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

Item 4. Controls and procedures.

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) 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

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Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)

Documents filed as a part of this report


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


2.	Other Exhibits

	(31.1)	Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a)
	(31.2)	Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a)
	(32.1)	Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350
	(32.2)	Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350
	(101.INS)	Inline XBRL Instance Document
	(101.SCH)	Inline XBRL Taxonomy Extension Schema Document
	(101.CAL)	Inline XBRL Taxonomy Extension Calculation Linkbase Document
	(101.DEF)	Inline XBRL Taxonomy Extension Definition Linkbase Document
	(101.LAB)	Inline XBRL Taxonomy Extension Label Linkbase Document
	(101.PRE)	Inline XBRL Taxonomy Extension Presentation Linkbase Document
	(104)	The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended
		September 30, 2021 has been formatted in Inline XBRL

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SIGNATURES

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

Date: November 12, 2021

ATEL 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/ Raymond A. Rigo
	Raymond A. Rigo
	Vice President, Fund Controller of ATEL Managing Member, LLC (Managing Member)

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Atel 15 10-Q2021 Q3 Quarterly report

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