Atel 15 10Q 2022 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, 2022

☐ 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, 2022 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, 2022 and December 31, 2021	3
	Statements of Operations for the three and nine months ended September 30, 2022 and 2021	4
	Statements of Changes in Members’ Capital for the three and nine months ended September 30, 2022 and 2021	5
	Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	6
	Notes to the Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 4.	Controls and Procedures	25

Part II.	Other Information	26

Item 1.	Legal Proceedings	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 15, LLC

BALANCE SHEETS

SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

(In Thousands)

(Unaudited)


	September 30,		December 31,
	2022		2021

ASSETS
Cash and cash equivalents	$	2,005	$	2,580
Accounts receivable, net		44		42
Investment in equity securities		36		60
Warrants, fair value		—		2
Investment in equipment and leases, net		8,023		10,057
Prepaid expenses and other assets		12		9
Total assets	$	10,120	$	12,750

LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Due to Managing Member and affiliates	$	25	$	24
Other		163		120
Non-recourse debt		1,432		2,163
Unearned operating lease income		212		68
Total liabilities		1,832		2,375

Commitments and contingencies

Members’ capital:
Managing Member		—		—
Other Members		8,288		10,375
Total Members’ capital		8,288		10,375
Total liabilities and Members’ capital	$	10,120	$	12,750

See accompanying notes.

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ATEL 15, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2022 AND 2021

(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Operating revenues:
Leasing and lending activities:
Operating leases revenue, net	$	793	$	730	$	2,380	$	2,427
(Loss) gain on sales of operating lease assets		—		(21)		193		54
Other revenue		4		5		52		62
Total operating revenues		797		714		2,625		2,543

Operating expenses:
Depreciation of operating lease assets		511		531		1,572		1,870
Asset management fees to Managing Member		38		42		90		108
Cost reimbursements to Managing Member and/or affiliates		86		111		290		363
Impairment losses on equipment		—		89		—		788
Amortization of initial direct costs		—		—		1		1
Interest expense		14		21		47		71
Professional fees		46		13		145		139
Outside services		11		22		37		50
Taxes on income and franchise fees		17		14		61		49
Storage fees		1		24		3		78
Railcar maintenance		24		30		63		157
Other expense		21		39		79		98
Total operating expenses		769		936		2,388		3,772
Net income (loss) from operations		28		(222)		237		(1,229)

Other income (loss):
Gain on sale of investment in securities		—		—		—		21
Unrealized loss on fair value adjustment for equity securities		(3)		(9)		(24)		(12)
Unrealized loss on fair value adjustment for warrants		—		—		(2)		(18)
Total other loss		(3)		(9)		(26)		(9)
Net income (loss)	$	25	$	(231)	$	211	$	(1,238)

Net income (loss):
Managing Member	$	—	$	—	$	172	$	101
Other Members		25		(231)		39		(1,339)
	$	25	$	(231)	$	211	$	(1,238)

Net income (loss) per Limited Liability Company Unit - Other Members	$	0.00	$	(0.04)	$	0.01	$	(0.20)
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, 2022 AND 2021

(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended September 30, 2022
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2022	6,542,557	$	8,263	$	—	$	8,263
Net income	—		25		—		25
Balance September 30, 2022	6,542,557	$	8,288	$	—	$	8,288

	Nine Months Ended September 30, 2022
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2021	6,542,557	$	10,375	$	—	$	10,375
Distributions to Other Members ($0.33 per Unit)	—		(2,126)		—		(2,126)
Distributions to Managing Member	—		—		(172)		(172)
Net income	—		39		172		211
Balance September 30, 2022	6,542,557	$	8,288	$	—	$	8,288

	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

See accompanying notes.

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ATEL 15, LLC

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2022 AND 2021

(In Thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2022		2021
Operating activities:
Net income (loss)	$	211	$	(1,238)
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Gain on sales of operating lease assets		(193)		(54)
Gain on sale of investment in securities		—		(21)
Depreciation of operating lease assets		1,572		1,870
Amortization of initial direct costs		1		1
(Reversal of) provision for doubtful accounts		(5)		9
Impairment losses on equipment		—		788
Unrealized loss on fair value adjustment for equity securities		24		12
Unrealized loss on fair value adjustment for warrants		2		18
Changes in operating assets and liabilities:
Accounts receivable		3		(27)
Prepaid expenses and other assets		(3)		3
Due to/from Managing Member and affiliates		1		(24)
Accounts payable, other		43		140
Unearned operating lease income		144		82
Net cash provided by operating activities		1,800		1,559

Investing activities:
Proceeds from sales of operating lease assets		654		947
Proceeds from sales of equity securities		—		527
Net cash provided by investing activities		654		1,474

Financing activities:
Repayments under non-recourse debt		(731)		(706)
Distributions to Other Members		(2,126)		(1,374)
Distributions to Managing Member		(172)		(111)
Net cash used in financing activities		(3,029)		(2,191)

Net (decrease) increase in cash and cash equivalents		(575)		842
Cash and cash equivalents at beginning of period		2,580		1,297
Cash and cash equivalents at end of period	$	2,005	$	2,139

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	47	$	71
Cash paid during the period for taxes	$	72	$	70

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, 2022, 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, 2021, 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, 2022 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, 2022, 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 on accounts receivable.

Segment reporting:

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

The primary geographic region in which the Company seeks leasing and financing opportunities is North America. All of the Company’s current operating revenues for the respective three and nine months ended September 30, 2022 and 2021, and long-lived tangible assets as of September 30, 2022 and December 31, 2021 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 contracts 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 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 receive the right to purchase equity securities of its borrowers or receive warrants in connection with its lending arrangements.

Investment in equity securities

The Company’s equity 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 equity 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 $36 thousand and $60 thousand of purchased securities at September 30, 2022 and December 31, 2021, respectively. Such amounts included investment securities which do not have readily determinable market value totaling $23 thousand at both September 30, 2022 and December 31, 2021. During the respective three months ended September 30, 2022 and 2021, the Company recorded $3 thousand and $9 thousand of unrealized losses on investment securities with readily determinable fair values. During the respective nine months ended September 30, 2022 and 2021, the Company recorded $24 thousand and $12 thousand of unrealized losses on such investment securities. There were no fair value adjustments on investment securities that do not have readily determinable fair values during the three- and nine-month periods ended September 30, 2022 and 2021. Cumulatively, a total of $17 thousand was recorded to reduce the value of such investment securities held on September 30, 2022. The Company had no impairment adjustments on investment securities during the three and nine months ended September 30, 2022 and 2021. During the first quarter of 2021, the Company sold investment securities valued at approximately $366 thousand and realized a gain of $21 thousand on the sale. There were no other sales of investment in securities during the nine months ended September 30, 2022 and 2021.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet, as determined by the Managing Member. At September 30, 2022, the estimated fair value of the Company’s portfolio of warrants was de minimis. At December 31, 2021, the estimated fair value of the Company’s warrants totaled $2 thousand. During the three months ended September 30, 2022 and 2021, there was no change to the fair value of the warrants. During the nine months ended September 30, 2022 and 2021, the Company recorded unrealized losses of $2 thousand and $18 thousand, respectively. There were no warrant exercises during the three- and nine-month periods ended September 30, 2022 and 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, operating lease receivables 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 receivable represent amounts due from lessees in various industries, related to equipment on operating leases.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with 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 income (loss) and distributions per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

Fair value:

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

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

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

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

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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 doubtful accounts:

The Company’s allowance for doubtful accounts are as follows (in thousands):


	Allowance for
	Doubtful
	Accounts
	Operating Leases
Balance December 31, 2020	$	2
Provision for doubtful accounts		3
Balance December 31, 2021	$	5
Reversal of provision for doubtful accounts		(5)
Balance September 30, 2022	$	—

4. Investments in equipment and leases, net:

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


					Depreciation/
					Amortization
	Balance			Reclassifications,	Expense or		Balance
	December 31,			Additions	Amortization		September 30,
	2021			and Dispositions	of Leases		2022
Equipment under operating leases, net	$	9,297	$	(192)	$	(1,572)	$	7,533
Assets held for sale or lease, net		756		(269)		—		487
Initial direct costs, net		4		—		(1)		3
Total	$	10,057	$	(461)	$	(1,573)	$	8,023

The Company did not record any impairment losses during the three and nine months ended September 30, 2022. By comparison, the Company recorded $89 thousand and $788 thousand of impairment losses on equipment during the three and nine months ended September 30, 2021.

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 $511 thousand and $531 thousand for the three months ended September 30, 2022 and 2021, respectively, and $1.6 million and $1.9 million for the nine months ended September 30, 2022 and 2021, respectively. Total depreciation for the three months ended September 30, 2022 and 2021 include $6 thousand and $25 thousand, respectively, of additional depreciation recorded to reflect quarter-to-date changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Total depreciation for the nine months ended September 30, 2022 and 2021 include $53 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.

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						Balance
	December 31,				Reclassifications		September 30,
	2021		Additions		or Dispositions		2022
Marine vessel	$	19,410	$	—	$	—	$	19,410
Transportation, rail		5,899		—		—		5,899
Facility – other		5,084		—		—		5,084
Manufacturing		2,753		—		—		2,753
Construction		1,775		—		(1,775)		—
Other		957		—		(235)		722
		35,878		—		(2,010)		33,868
Less accumulated depreciation		(26,581)		(1,572)		1,818		(26,335)
Total	$	9,297	$	(1,572)	$	(192)	$	7,533

The average estimated residual value for assets on operating leases was 18% of the assets’ original cost at both September 30, 2022 and December 31, 2021, respectively.

As of September 30, 2022, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):


	Operating
	Leases
Three months ending December 31, 2022	$	344
Year ending December 31, 2023		1,379
2024		457
2025		219
2026		51
	$	2,450

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of September 30, 2022, 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.

Pursuant to the Operating Agreement, the Managing Member and/or affiliates earned fees and billed for reimbursements during the three and nine months ended September 30, 2022 and 2021 as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Administrative costs reimbursed to Managing Member and/or affiliates	$	86	$	111	$	290	$	363
Asset management fees to Managing Member		38		42		90		108
	$	124	$	153	$	380	$	471

6. Non-recourse debt:

At September 30, 2022, 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, 2022, gross operating lease rentals totaled approximately $1.5 million over the remaining lease term and the carrying value of the pledged asset is $5.5 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, 2022	$	248	$	11	$	259
Year ending December 31, 2023		1,012		25		1,037
2024		172		1		173
Total	$	1,432	$	37	$	1,469

The non-recourse debt balance represents the remaining portion of 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, 2022, there were no 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 both September 30, 2022 and December 31, 2021, inclusive of 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, 2022 and 2021 were as follows (in thousands except Units and per Unit data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Distributions declared	$	—	$	—	$	2,126	$	1,374
Weighted average number of Units outstanding		6,542,557		6,542,557		6,542,557		6,542,557
Weighted average distributions per Unit	$	—	$	—	$	0.33	$	0.21

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, 2022 and December 31, 2021, the Company’s warrants and investment in equity 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, 2022 and December 31, 2021.

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). At September 30, 2022, the calculated fair value of the Fund’s warrants was de minimis. At December 31, 2021, such calculated fair value was $2 thousand. 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, 2022 and 2021, and classified as Level 3 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Fair value of warrants at beginning of period	$	—	$	2	$	2	$	20
Unrealized loss on fair market valuation of warrants		—		—		(2)		(18)
Fair value of warrants at end of period	$	—	$	2	$	—	$	2

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ATEL 15, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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, 2022 and December 31, 2021, the fair value of such investment securities totaled $13 thousand and $37 thousand respectively.


		Three Months Ended			Nine Months Ended
		September 30,			September 30,
		2022		2021	2022		2021
Fair value of securities at the beginning of period	$	16	$	53	$	37	$	422
Securities sold		—		—		—		(366)
Unrealized loss on fair market valuation of securities		(3)		(9)		(24)		(12)
Fair value of investment securities at the end of period	$	13	$	44	$	13	$	44

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

During the year ended December 31, 2021, the Company recorded fair value adjustments totaling $841 thousand to reduce the cost basis of railcars and certain manufacturing, and agriculture equipment deemed impaired. A total of $89 thousand and $788 thousand of such amount were recorded during the three and nine months ended September 30, 2021, respectively. There was no additional impairment during the three and nine months ended September 30, 2022.

Level 1

Level 2

Level 3

September 30

Estimated

2022

Fair Value

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

Impaired lease and off-lease equipment

—

Level 1

Level 2

Level 3

December 31

Estimated

2021

Fair Value

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

Impaired lease and off-lease equipment

323

—

323

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, 2022 and December 31, 2021:


September 30, 2022
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$1.27 - $24.15($2.15)
			Exercise price	$1.00 - $38.64($2.44)
			Time to maturity (in years)	0.25 - 1.60(1.55)
			Risk-free interest rate	3.53% - 4.18%(4.15%)
			Annualized volatility	50.77% - 165.92%(55.18%)

Lease and Off-lease equipment	Non-recurring	Market Approach	Third Party Agents' Pricing	$0 - $25,000
			Quotes - per equipment	(total of $25,000)
			Equipment Condition	Poor to Average


December 31, 2021
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$1.27 - $21.93($2.06)
			Exercise price	$1.00 - $38.64($2.44)
			Time to maturity (in years)	1.00 - 2.35(2.29)
			Risk-free interest rate	0.42% - 0.85%(0.83%)
			Annualized volatility	48.99% - 167.22%(53.52%)

Lease and Off-lease equipment	Non-recurring	Market Approach	Third Party Agents' Pricing	$0 - $150,000
			Quotes - per equipment	(total of $323,000)
			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, 2022 and December 31, 2021 (in thousands):


	Fair Value Measurements at September 30, 2022
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,005	$	2,005	$	—	$	—	$	2,005
Investment in equity securities		13		13		—		—		13

Financial liabilities:
Non-recourse debt		1,432		—		—		1,411		1,411


	Fair Value Measurements at December 31, 2021
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,580	$	2,580	$	—	$	—	$	2,580
Investment in equity securities		37		37		—		—		37
Warrants, fair value		2		—		—		2		2

Financial liabilities:
Non-recourse debt		2,163		—		—		2,197		2,197

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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, 2022, 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, 2022 versus three months ended September 30, 2021

The Company had net income of $25 thousand and a net loss of $231 thousand for the three months ended September 30, 2022 and 2021, respectively. The results for the third quarter of 2022 primarily reflect an increase in operating lease revenues coupled with decreases in total operating expenses and other loss related to the Company’s investment securities and warrants.

Revenues

Total operating revenues were $797 thousand and $714 thousand for the three months ended September 30, 2022 and 2021, respectively. The $83 thousand period over period increase in total revenues was mainly due to higher operating lease revenues and the absence of losses from sales of lease assets.

Operating lease revenues was higher by $63 thousand primarily due to an increase in revenues generated from leases under month-to-month extensions. In addition, total revenues were favorably impacted by the absence of losses from lease asset sales during the current quarter. Such losses reduced prior year period revenues by $21 thousand.

Expenses

Total operating expenses were $769 thousand and $936 thousand for the three months ended September 30, 2022 and 2021, respectively. The $167 thousand decrease in total expenses was primarily due to reductions in impairment losses on equipment, cost reimbursements to the Manager, storage fees and depreciation expense. Such decreases in expenses were partially offset by an increase in professional fees.

Impairment losses on equipment decreased by $89 thousand due to a prior year period adjustment, of the same amount, which reduced the carrying value of certain assets deemed impaired. No such impairment was deemed necessary for the

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current quarter. Cost reimbursements to managing member decreased by $25 thousand primarily due to lower allocated costs reflective of the Fund’s declining assets. Storage fees decreased by $23 thousand primarily due the decline in off-lease asset inventory, and depreciation expense decreased by $20 thousand primarily due to a $19 thousand decline in additional depreciation recorded to reflect quarter-to-date changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Partially offsetting such decreases in expenses was a $33 thousand increase in professional fees, which can be attributed to timing differences in receipt of services and billings.

Other loss

During the three months ended September 30, 2022 and 2021, the Company recorded other losses of $3 thousand and $9 thousand related to unrealized losses on fair valuation of its portfolio of equity securities and warrants.

Nine months ended September 30, 2022 versus nine months ended September 30, 2021

The Company had net income of $211 thousand and a net loss of $1.2 million for the nine months ended September 30, 2022 and 2021, respectively. The results for the first nine months of 2022 primarily reflect an increase in operating revenues and a decline in operating expenses partially offset by an increase in other loss related to the Company’s investment securities and warrants.

Revenues

Total operating revenues were $2.6 million and $2.5 million for the nine months ended September 30, 2022 and 2021, respectively. The $82 thousand, or 3%, increase in revenues was largely due to an increase in gains on sales of lease assets partially offset by a decline in operating lease revenues.

The increase in gains on sales of lease assets totaled $139 thousand and was primarily due to the period over period change in mix of assets sold; while the decline in operating lease revenues totaled $47 thousand and was attributable to run-off and dispositions of lease assets.

Expenses

Total operating expenses were $2.4 million and $3.8 million for the nine months ended September 30, 2022 and 2021, respectively. The $1.4 million, or 37%, decrease in expense was mainly due to reductions in impairment losses on equipment, depreciation expense, railcar maintenance costs, storage fees, and cost reimbursements to the Manager.

Impairment losses on equipment decreased by $788 thousand due to a prior year period adjustments, of the same amount, which reduced the carrying value of certain assets deemed impaired. No such impairment was deemed necessary for the first nine months of 2022. Depreciation expense decreased by $298 thousand primarily due to a $307 thousand decrease in additional depreciation recorded to reflect year-to-date changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Railcar maintenance costs decreased by $94 thousand as the prior year period saw higher amounts of repair costs related to an increase in off-lease railcar inventory. In addition, storage fees decreased by $75 thousand primarily due to sales and re-leases of certain off-lease inventory; and cost reimbursements to the Manager declined by $73 thousand largely due to a reduction in allocated costs reflective of the Fund’s declining assets.

Other loss

During the nine months ended September 30, 2022, the Company recorded other loss of $26 thousand, net related to unrealized losses on the fair valuation of its portfolio of equity securities and warrants. By comparison, during the prior year period, the Company recorded other loss of $9 thousand, which was comprised of $30 thousand, net related to unrealized losses on the fair valuation of its portfolio of equity securities and warrants, partially offset by $21 thousand of gains realized from the sale of investment in securities. There were no sales of equity securities during the first nine months of 2022.

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Capital Resources and Liquidity

At September 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents totaled $2.0 million and $2.6 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and increasing 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,
	2022		2021
Net cash (used in) provided by:
Operating activities	$	1,800	$	1,559
Investing activities		654		1,474
Financing activities		(3,029)		(2,191)
Net (decrease) increase in cash and cash equivalents	$	(575)	$	842

During the nine months ended September 30, 2022 and 2021, 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 $654 thousand and $947 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 equity securities. There were no sales of equity securities during the current year period.

During the nine months ended September 30, 2022 and 2021, 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 $2.3 million and $1.5 million for the respective nine months ended September 30, 2022 and 2021. Cash used to reduce non-recourse debt totaled $731 thousand and $706 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.

Cash distributions were made by the Fund to Unitholders of record as of February 28, 2022, and paid in March 2022. 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.

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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, 2022 (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 – Feb 2018	Mar-18		1,918				—				1,918				0.29	6,554,450
Mar 2018 – Feb 2019	Mar-19		2,958				—				2,958				0.45	6,542,557
Mar 2019 – Feb 2020	Mar-20		3,271				—				3,271				0.50	6,542,557
Mar 2020 – Feb 2021	Mar-21		1,374				—				1,374				0.21	6,542,557
Mar 2021 – Feb 2022	Mar-22		2,126				—				2,126				0.32	6,542,557
		$	40,740			$	—			$	40,740			$	7.04

Source of distributions
Lease and loan payments and sales proceeds received		$	40,740	100.00	%	$	—	0.00	%	$	40,740	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	%
		$	40,740	100.00	%	$	—	0.00	%	$	40,740	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 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 February 28, 2018, March 1, 2018 to February 28, 2019, March 1, 2019 to February 29, 2020, March 1, 2020 to February 28, 2021, and March 1, 2021 to February 28, 2022, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2022, 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.

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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, 2021. There have been no material changes to the Company’s significant accounting policies since December 31, 2021.

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 September 30, 2022 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, 2022 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 14, 2022

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-Q2022 Q3 Quarterly report

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