Form 10-Q

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

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

For the quarterly period ended September 30, 2013

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

For the transition period from          to         

Commission File number 333-174418

ATEL 15, LLC

(Exact name of registrant as specified in its charter)

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

The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111
(Address of principal executive offices)

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o

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

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

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

The number of Limited Liability Company Units outstanding as of October 31, 2013 was 6,620,971.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL 15, LLC
  
Index

Part I. Financial Information		3
Item 1. Financial Statements (Unaudited)		3
Balance Sheets, September 30, 2013 and December 31, 2012		3
Statements of Operations for the three and nine months ended September 30, 2013 and 2012		4
Statements of Changes in Members’ Capital for the year ended December 31, 2012 and for the nine months ended September 30, 2013		5
Statements of Cash Flows for the three and nine months ended September 30, 2013 and 2012		6
Notes to the Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 4. Controls and Procedures		26
Part II. Other Information		28
Item 1. Legal Proceedings		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		29
Item 4. Mine Safety Disclosures		29
Item 5. Other Information		29
Item 6. Exhibits		29

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ATEL 15, LLC
 
BALANCE SHEETS
 
SEPTEMBER 30, 2013 AND DECEMBER 31, 2012
(in thousands)

	September 30, 2013		December 31, 2012
	(Unaudited)
ASSETS
Cash and cash equivalents	$	19,246	$	6,058
Accounts receivable, net		55		64
Notes receivable, net of unearned interest income of $408 at September 30, 2013 and $760 at December 31, 2012		3,004		4,215
Investment in securities		32		32
Investments in equipment and leases, net of accumulated depreciation of $3,976 at September 30, 2013 and $1,048 at December 31, 2012		28,490		18,123
Prepaid expenses and other assets		67		21
Total assets	$	50,894	$	28,513
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	35	$	12
Affiliates		1,679		920
Accrued distributions to Other Members		542		283
Other		287		344
Deposits due lessees		—		20
Non-recourse debt		6,019		2,098
Unearned operating lease income and/or advance payments		140		91
Total liabilities		8,702		3,768
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		42,192		24,745
Total Members’ capital		42,192		24,745
Total liabilities and Members’ capital	$	50,894	$	28,513

See accompanying notes.

3

ATEL 15, LLC
 
STATEMENTS OF OPERATIONS
 
FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2013 AND 2012
(in thousands except units and per unit data)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues:
Leasing and lending activities:
Operating leases	$	1,496		$	360		$	3,326		$	681
Direct financing leases		2			3			7			10
Interest on notes receivable		104			93			349			170
Gain on sales of lease assets and early termination of notes		15			—			25			—
Gain on sales or dispositions of securities		34			—			34			—
Interest income		1			—			1			—
Other		6			7			23			13
Total revenues		1,658			463			3,765			874
Expenses:
Depreciation of operating lease assets		1,370			316			2,931			603
Asset management fees to Managing Member		84			9			148			28
Acquisition expense		343			217			1,029			409
Cost reimbursements to Managing Member and/or affiliates		173			68			464			114
Amortization of initial direct costs		8			3			19			7
Interest expense		53			10			70			21
Professional fees		37			14			97			33
Outside services		13			5			43			21
Railcar maintenance		84			14			145			17
Bank charges		43			11			99			15
Other		56			17			113			42
Total operating expenses		2,264			684			5,158			1,310
Net loss	$	(606	)	$	(221	)	$	(1,393	)	$	(436	)
Net (loss) income:
Managing Member	$	(1,792	)	$	37		$	(1,642	)	$	65
Other Members		1,186			(258	)		249			(501	)
	$	(606	)	$	(221	)	$	(1,393	)	$	(436	)
Net income (loss) per Limited Liability Company Unit (Other Members)	$	0.22		$	(0.13	)	$	0.05		$	(0.42	)
Weighted average number of Units outstanding		5,458,191			2,020,298			4,565,919			1,192,839

See accompanying notes.

4

ATEL 15, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
  
FOR THE YEAR ENDED DECEMBER 31, 2012
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2013

(in thousands except units and per unit data)

				Amount
	Units			Other Members			Managing Member			Total
Balance December 31, 2011		213,642		$	1,060		$	—		$	1,060
Capital contributions		3,145,128			31,451			—			31,451
Less selling commissions to affiliates		—			(2,831	)		—			(2,831	)
Syndication costs		—			(2,461	)		—			(2,461	)
Distributions to Other Members ($0.90 per Unit)		—			(1,456	)		—			(1,456	)
Distributions to Managing Member		—			—			(118	)		(118	)
Net (loss) income		—			(1,018	)		118			(900	)
Balance December 31, 2012		3,358,770			24,745			—			24,745
Capital contributions		2,640,812			26,408			—			26,408
Rescissions of Units		(7,200	)		(68	)		—			(68	)
Repurchases of Units		(25,000	)		(174	)					(174	)
Less selling commissions to affiliates		—			(2,370	)		—			(2,370	)
Syndication costs		—			(1,640	)		—			(1,640	)
Distributions to Other Members ($0.67 per Unit)		—			(3,067	)		—			(3,067	)
Distributions to Managing Member		—			—			(249	)		(249	)
Net (loss) income		—			(1,642	)		249			(1,393	)
Balance September 30, 2013 (Unaudited)		5,967,382		$	42,192		$	—		$	42,192

See accompanying notes.

5

ATEL 15, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2013 AND 2012
(in thousands)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Operating activities:
Net loss	$	(606	)	$	(221	)	$	(1,393	)	$	(436	)
Adjustment to reconcile net loss to cash provided by operating activities:
Gain on early termination of notes		(15	)		—			(25	)		—
Depreciation of operating lease assets		1,370			316			2,931			603
Amortization of initial direct costs		8			3			19			7
Gain on sale of securities		(34	)		—			(34	)		—
Changes in operating assets and liabilities:
Accounts receivable		19			(11	)		9			(20	)
Prepaid expenses and other assets		(54	)		(21	)		(46	)		(30	)
Accounts payable, Managing Member		30			(22	)		2			(18	)
Accounts payable, other		136			40			151			76
Accrued liabilities, affiliates		58			(27	)		(8	)		(32	)
Unearned fee income related to notes receivable		(6	)		3			(16	)		23
Unearned operating lease income and/or advance payments		(30	)		(38	)		49			(34	)
Net cash provided by operating activities		876			22			1,639			139
Investing activities:
Purchases of equipment on operating leases		(7,726	)		(5,308	)		(13,509	)		(10,825	)
Purchases of equipment on direct financing leases		—			—			—			(125	)
Proceeds from early termination of notes receivable		195			—			528			—
Proceeds from sales of lease assets		12			—			12			—
Proceeds from sale of securities		34			—			34			—
Payments of initial direct costs		(33	)		(5	)		(65	)		(32	)
Principal payments received on direct financing leases		9			9			27			28
Note receivable advances		—			—			(300	)		(2,893	)
Principal payments received on notes receivable		310			177			1,014			390
Net cash used in investing activities		(7,199	)		(5,127	)		(12,259	)		(13,457	)
Financing activities:
Borrowings under non-recourse debt		4,712			—			4,712			2,645
Repayments under non-recourse debt		(378	)		(204	)		(791	)		(343	)
Selling commissions to affiliates		(965	)		(808	)		(2,331	)		(2,030	)
Syndication costs paid to Managing Member and affiliates		(640	)		(1,147	)		(912	)		(1,914	)
Distributions to Other Members		(1,125	)		(376	)		(2,808	)		(605	)
Distributions to Managing Member		(92	)		(31	)		(228	)		(49	)
Capital contributions		10,862			8,814			26,408			22,583
Rescissions of Units		(2	)		—			(68	)		—
Repurchases of Units		(174	)		—			(174	)		—
Net cash provided by financing activities		12,198			6,248			23,808			20,287
Net increase in cash and cash equivalents		5,875			1,143			13,188			6,969
Cash and cash equivalents at beginning of period		13,371			7,174			6,058			1,348
Cash and cash equivalents at end of period	$	19,246		$	8,317		$	19,246		$	8,317

See accompanying notes.

6

ATEL 15, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2013 AND 2012
(in thousands)
(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	53	$	20	$	70	$	32
Cash paid during the period for taxes	$	—	$	—	$	2	$	2
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	542	$	199	$	542	$	199
Distributions payable to Managing Member at period-end	$	44	$	16	$	44	$	16
Payables to Managing Member and affiliates at period-end (syndication costs)	$	1,502	$	768	$	1,502	$	768

See accompanying notes.

7

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

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

As of 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 not less than $7.5 million. Total contributions to the Fund exceeded $7.5 million on April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of September 30, 2013, cumulative contributions of $60.0 million (inclusive of the $500 initial Member’s capital investment), representing 5,999,582 Units, have been received. Through the same date, a net total of $242 thousand of such contributions (representing 32,200 Units) have been rescinded or repurchased (net of distributions paid and allocated syndication costs) by the Company. The offering was terminated on October 28, 2013 with a total of 6,645,971 Units subscribed, representing net contributions approximating $66.5 million.

The Fund, or Managing Member on behalf of the Fund, has and will continue to incur costs in connection with the organization, registration and issuance of the Units. The amount of such costs to be borne by the Fund is limited by certain provisions of the Operating Agreement.

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 its Operating Agreement.

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

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

8

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, 2013 are not necessarily indicative of the results to be expected for the full year.

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

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2013, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Use of Estimates:

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

Segment reporting:

The Company is not organized by multiple operating segments 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 regions in which the Company seeks leasing opportunities are North America and Europe. The tables below summarize geographic information relating to the sources, by nation, of the Company’s total revenues for the nine months ended September 30, 2013 and 2012 and long-lived tangible assets as of September 30, 2013 and December 31, 2012 (dollars in thousands):

	Nine Months Ended September 30,
	2013		% of Total			2012		% of Total
Revenue
United States	$	3,765		100	%	$	874		100	%
United Kingdom		—		0	%		—		0	%
Total International		—		0	%		—		0	%
Total	$	3,765		100	%	$	874		100	%

9

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

	As of September 30,					As of December 31,
	2013		% of Total			2012		% of Total
Long-lived assets
United States	$	28,474		100	%	$	18,123		100	%
United Kingdom		16		0	%		—		0	%
Total International		16		0	%		—		0	%
Total	$	28,490		100	%	$	18,123		100	%

Investment in securities:

From time to time, the Company may purchase securities of its borrowers or receive warrants to purchase securities in connection with its lending arrangements.

Purchased securities

Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. 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 $32 thousand of purchased securities at both September 30, 2013 and December 31, 2012. There were no sales or dispositions of securities during the three- and nine-month periods ended September 30, 2013 and 2012.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At September 30, 2013 and December 31, 2012, the Managing Member estimated the fair value of the warrants to be nominal in amount. The Company realized $34 thousand of gains from the net exercise of warrants during the three and nine months ended September 30, 2013. There were no net exercises of warrants during the three and nine months ended September 30, 2012.

Per Unit data:

Net loss per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

Recent accounting pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

3. Notes receivable, net:

The Company has various notes receivables from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are from 9 to 42 months and bear interest at rates ranging from 11.29% to 26.22%. The notes are secured by the equipment financed. The notes mature from 2014 through 2016. There were neither impaired notes nor notes placed in non-accrual status as of September 30, 2013 and December 31, 2012.

10

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net: - (continued)

As of September 30, 2013, the minimum future payments receivable are as follows (in thousands):

Three months ending December 31, 2013	$	400
Year ending December 31, 2014		1,812
2015		870
2016		319
		3,401
Less: portion representing unearned interest income		(408	)
		2,993
Unamortized initial direct costs		11
Notes receivable, net	$	3,004

Initial direct costs (“IDC”) amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three and nine months ended September 30, 2013 and 2012 are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
IDC amortization – notes receivable	$	3	$	2	$	10	$	4
IDC amortization – lease assets		5		1		9		3
Total	$	8	$	3	$	19	$	7

4. Allowance for credit losses:

There was neither an allowance for credit losses nor delinquent amounts due to the Company as of September 30, 2013 and December 31, 2012.

5. Investment in equipment and leases, net:

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

	Balance December 31, 2012		Reclassifications & Additions/ Dispositions		Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2013
Net investment in operating leases	$	18,013	$	13,278	$	(2,931	)	$	28,360
Net investment in direct financing leases		88		—		(27	)		61
Initial direct costs, net of accumulated amortization of $12 at September 30, 2013 and $4 at December 31, 2012		22		56		(9	)		69
Total	$	18,123	$	13,334	$	(2,967	)	$	28,490

Additions to net investment in operating lease assets are stated at cost. All of the Company’s leased property was acquired beginning in January 2012 through September 2013.

Impairment of investments in leases:

Management periodically reviews the carrying values of its lease assets. As a result of these reviews, management determined that no impairment losses existed during the three and nine months ended September 30, 2013 and 2012.

11

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

The Company utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Company’s equipment totaled $1.4 million and $316 thousand for the respective three months ended September 30, 2013 and 2012, and was $2.9 million and $603 thousand for the respective nine months ended September 30, 2013 and 2012.

Operating leases:

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

	Balance December 31, 2012			Additions			Reclassifications or Dispositions			Balance September 30, 2013
Manufacturing	$	9,625		$	1,503		$	—		$	11,128
Transportation, rail		8,675			720			(26	)		9,369
Food processing		—			5,200			—			5,200
Research		—			2,250			—			2,250
Construction		—			2,244			—			2,244
Materials handling		710			607			—			1,317
Computer		—			393			—			393
Agriculture		—			292			—			292
Cleaning & maintenance		51			—			—			51
Transportation		—			48			—			48
Other		—			44			—			44
		19,061			13,301			(26	)		32,336
Less accumulated depreciation		(1,048	)		(2,931	)		3			(3,976	)
Total	$	18,013		$	10,370		$	(23	)	$	28,360

The average estimated residual value for assets on operating leases was 40% and 47% of the assets’ original cost at September 30, 2013 and December 31, 2012, respectively. There were no operating leases in non-accrual status as of September 30, 2013 and December 31, 2012.

Direct financing leases:

As of September 30, 2013 and December 31, 2012, investment in direct financing leases consists of research equipment. The components of the Company’s investment in direct financing leases as of September 30, 2013 and December 31, 2012 are as follows (in thousands):

	September 30, 2013			December 31, 2012
Total minimum lease payments receivable	$	66		$	100
Estimated residual values of leased equipment (unguaranteed)		—			—
Investment in direct financing leases		66			100
Less unearned income		(5	)		(12	)
Net investment in direct financing leases	$	61		$	88

12

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

At September 30, 2013, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

	Operating Leases		Direct Financing Leases		Total
Three months ending December 31, 2013	$	1,530	$	12	$	1,542
Year ending December 31, 2014		5,892		42		5,934
2015		5,028		12		5,040
2016		2,823		—		2,823
2017		1,204		—		1,204
2018		1,013		—		1,013
Thereafter		782		—		782
	$	18,272	$	66	$	18,338

6. Related party transactions:

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

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

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

13

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Related party transactions: - (continued)

During the three and nine months ended September 30, 2013 and 2012, the Managing Member and/or affiliates earned commissions and reimbursements pursuant to the Operating Agreement as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members' capital	$	978	$	793	$	2,370	$	2,032
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members' capital		518		624		1,640		1,911
Administrative costs reimbursed to Managing Member and/or affiliates		173		68		464		114
Asset management fees to Managing Member		84		9		148		28
Acquisition and initial direct costs paid to Managing Member		376		222		1,094		431
	$	2,129	$	1,716	$	5,716	$	4,516

7. Syndication Costs:

Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $1.5 million and $1.4 million for the respective three months ended September 30, 2013 and 2012, and $4.0 million and $3.9 million for the respective nine months ended September 30, 2013 and 2012.

The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. As of September 30, 2013, the Company had recorded $1.4 million of syndication costs in excess of the limitation. The limitation on the amount of syndication costs pursuant to the Operating Agreement is determined on the date of termination of the offering. At such time, the Manager guarantees repayment of any excess syndication costs (above the limitation) which it may have collected from the Company, which guarantee is without recourse or reimbursement by the Fund.

8. Non-recourse debt:

At September 30, 2013, non-recourse debt consists of notes payable to a financial institution. The note payments are due in monthly installments. Interest on the notes range from 1.78% to 3.66%. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2013, gross operating lease rentals and future payments on direct financing leases totaled approximately $6.6 million over the remaining lease terms; and the carrying value of the pledged assets is $4.2 million. The notes mature from 2015 through 2020.

The non-recourse debt does not contain any material financial covenants. The debt is secured by a lien granted by the Company to the non-recourse lender on (and only on) the discounted lease transactions. The lender has recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise

14

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Non-recourse debt: - (continued)

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 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, 2013	$	372	$	46	$	418
Year ending December 31, 2014		1,515		160		1,675
2015		1,123		122		1,245
2016		721		95		816
2017		747		69		816
2018		774		42		816
Thereafter		767		15		782
	$	6,019	$	549	$	6,568

9. Borrowing facilities:

Effective May 25, 2012, the Company participates with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions which Credit Facility includes certain financial covenants. The Credit Facility is for an amount up to $60 million and expires in June 2014. The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.

As of September 30, 2013 and December 31, 2012, borrowings under the facility were as follows (in thousands):

	September 30, 2013			December 31, 2012
Total available under the financing arrangement	$	60,000		$	60,000
Amount borrowed by the Company under the acquisition facility		—			—
Amounts borrowed by affiliated partnerships and limited liability companies under the working capital, acquisition and warehouse facilities		(1,225	)		(5,490	)
Total remaining available under the working capital, acquisition and warehouse facilities	$	58,775		$	54,510

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of September 30, 2013, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under the Credit Facility is reduced.

15

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Borrowing facilities: - (continued)

As of September 30, 2013, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.50 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $42.2 million, 0.14 to 1, and 41.58 to 1, respectively, as of September 30, 2013. As such, as of September 30, 2013, the Company was in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.

Fee and interest terms

The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. Since the effective date of its participation in the Credit Facility (May 25, 2012) through September 30, 2013, the Company has had no borrowings under the Credit Facility.

Warehouse facility

To hold the assets under the Warehousing Facility prior to allocation to specific investor programs, a Warehousing Trust has been entered into by the Company, AFS, ALC, and certain of the affiliated partnerships and limited liability companies. The Warehousing Trust is used by the Warehouse Facility borrowers to acquire and hold, on a short-term basis, certain lease transactions that meet the investment objectives of each of such entities. Each of the leasing programs sponsored by AFS and ALC is a pro rata participant in the Warehousing Trust, as described below. When a program no longer has a need for short term financing provided by the Warehousing Facility, it is removed from participation, and as new leasing investment entities are formed by AFS and ALC and commence their acquisition stages, these new entities are added.

As of September 30, 2013, the investment program participants were ATEL 12, LLC, ATEL 14, LLC and the Company. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro rata portion of the obligations of each of the affiliated partnerships and limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

There were no borrowings under the Warehouse Facility as of September 30, 2013 and December 31, 2012.

10. Commitments:

At September 30, 2013, there were commitments to purchase lease assets and to fund investments in notes receivable totaling approximately $5.1 million and $1.3 million, respectively. The amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

16

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

11. Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, based upon the Manager’s experience, there have not been any prior claims or losses pursuant to these types of contracts and the expectation of risk of loss is remote.

The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Company’s similar commitments is remote. Should any such indemnification obligation become payable, the Company would separately record and/or disclose such liability in accordance with GAAP.

12. Members’ Capital:

A total of 5,967,382 Units and 3,358,770 Units were issued and outstanding as of September 30, 2013 and December 31, 2012, respectively, including the 50 Units issued to the initial Member (Managing Member). The Fund is 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 in the Manager’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 Manager on terms it determines to be appropriate under given circumstances, in the event that the Manager 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 shall be allocated 99% to the Managing Member and 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss shall be allocated 92.5% to the Other Members and 7.5% to the Managing Member. In accordance with the terms of the Operating Agreement, an additional allocation of income was made to the Manager during the three and nine months ended September 30, 2013 and 2012. The amount allocated was determined to bring the Manager’s ending capital account balance to zero at the end of the period.

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. The Company commenced periodic distributions, based on cash flows from operations, during the first quarter of 2012.

Distributions to the Other Members for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands, except as to Units and per Unit data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Distributions declared	$	1,220	$	455	$	3,067	$	804
Weighted average number of Units outstanding		5,458,191		2,020,298		4,565,919		1,192,839
Weighted average distributions per Unit	$	0.22	$	0.23	$	0.67	$	0.67

17

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements:

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.

At September 30, 2013 and December 31, 2012, the Company had no assets or liabilities that require measurement at fair value on a recurring or non-recurring basis.

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.

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

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

Cash and cash equivalents

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

Notes receivable

The fair value of the Company’s notes receivable is estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with credit risk or estimated collateral liquidation adjustments for impaired loans as deemed necessary.

18

ATEL 15, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements: - (continued)

Investment in securities

The Company’s investment securities are not registered for public sale and are carried at cost which management believes approximates fair value, as appropriately adjusted for impairment.

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.

The following table presents a summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company’s balance sheet at September 30, 2013 and December 31, 2012 (in thousands):

	September 30, 2013
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	19,246	$	19,246	$	—	$	—	$	19,246
Notes receivable, net		3,004		—		—		3,004		3,004
Investment in securities		32		—		—		32		32
Financial liabilities:
Non-recourse debt		6,019		—		—		6,019		6,019

	December 31, 2012
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	6,058	$	6,058	$	—	$	—	$	6,058
Notes receivable, net		4,215		—		—		4,215		4,215
Investment in securities		32		—		—		32		32
Financial liabilities:
Non-recourse debt		2,098		—		—		2,091		2,091

19

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

The offering of ATEL 15, LLC (the “Company” or the “Fund”) was granted effectiveness by the Securities and Exchange Commission as of October 28, 2011.

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 not less than $7.5 million. Total contributions to the Fund exceeded $7.5 million on April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of September 30, 2013, cumulative contributions of $60.0 million (inclusive of the $500 initial Member’s capital investment), representing 5,999,582 Units, have been received. Through the same date, a net total of $242 thousand of such contributions (representing 32,200 Units) have been rescinded or repurchased (net of distributions paid and allocated syndication costs) by the Company. The offering was terminated on October 28, 2013 with a total of 6,645,971 Units subscribed, representing net contributions approximating $66.5 million.

Results of Operations

The three months ended September 30, 2013 versus the three months ended September 30, 2012

The Company had net losses of $606 thousand and $221 thousand for the three months ended September 30, 2013 and 2012, respectively. Results for the third quarter of 2013 reflect increases in both total operating expenses and total revenues when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2013 increased by $1.2 million, or 258%, as compared to the prior year period. The increase was largely due to the growth in operating lease revenues and a gain realized on the sale or disposition of securities.

Operating lease revenues increased by $1.1 million largely due to revenue derived from an approximate $21.7 million of operating lease assets acquired since September 30, 2012. In addition, the Company realized a $34 thousand gain on the net exercise of warrants during the current year quarter. There were no warrants exercised during the prior year quarter.

20

Expenses

Total expenses for the third quarter of 2013 increased by $1.6 million, or 231%, as compared to the prior year period. Such increase is consistent with the growth in total revenues and was largely a result of increases in depreciation expense, acquisition expense, costs reimbursed to the Manager, asset management fees to the Manager and railcar maintenance costs.

Depreciation expense increased by $1.1 million largely due to the addition of approximately $21.7 million of net equipment purchases for operating leases during the past twelve months. Acquisition expense increased by $126 thousand primarily as a result of higher costs related to identifying potential lease and funding transactions acquisition activity since September 30, 2012; and, costs reimbursed to the Manager increased by $105 thousand as a result of an increase in costs allocated by the Manager consistent with the Fund’s expanded operations.

Moreover, asset management fees paid to the manager increased by $75 thousand due to the increase in managed assets and related rents; and, railcar maintenance costs increased by $70 thousand primarily due to the growth of the Fund’s railcar portfolio.

The nine months ended September 30, 2013 versus the nine months ended September 30, 2012

The Company had net losses of $1.4 million and $436 thousand for the nine months ended September 30, 2013 and 2012, respectively. Results for the first nine months of 2013 reflect increases in both total operating expenses and total revenues when compared to the prior year period.

Revenues

Total revenues for the first nine months of 2013 increased by $2.9 million, or 331%, as compared to the prior year period. The increase was largely due to the growth in operating lease revenues, higher interest income on notes receivable, and a gain realized on the sale or disposition of securities.

Operating lease revenues increased by $2.6 million primarily due to additional revenue from an approximate $21.7 million of operating lease assets acquired since September 30, 2012. Interest on notes receivable increased by $179 thousand due to additional revenue from $1.7 million of loans funded since September 30, 2012. In addition, the Company realized a $34 thousand gain on the net exercise of warrants during the current year period. There were no warrants exercised during the prior year period.

Expenses

Total expenses for the first nine months of 2013 increased by $3.8 million, or 294%, as compared to the prior year period. Such increase was attributable to increases in depreciation expense, acquisition expense, costs reimbursed to the Manager, railcar maintenance costs and asset management fees to the Manager.

Depreciation expense increased by $2.3 million largely due to the addition of approximately $21.7 million of net equipment purchases for operating leases during the past twelve months. Acquisition expense increased by $620 thousand primarily due to higher costs related to identifying potential lease and funding transactions; and, costs reimbursed to the Manager increased by $350 thousand as a result of an increase in costs allocated by the Manager consistent with the Fund’s expanded operations.

Moreover, railcar maintenance costs increased by $128 thousand largely due to the growth of the Fund’s railcar portfolio; and asset management fees paid to the Manager increased $120 thousand primarily due to the increase in managed assets and related rents.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $19.2 million and $6.1 million at September 30, 2013 and December 31, 2012, respectively. The liquidity of the Company will vary in the future, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

21

If inflation in the general economy becomes significant, it may affect the Company in as much as the residual (resale) values and rates on re-leases of the Company’s leased assets may increase as the costs of similar assets increase. However, the Company’s revenues from existing leases and notes would not increase as such rates are generally fixed for the terms of the leases and notes without adjustment for inflation. In addition, if interest rates increase significantly under such circumstances, the rates that the Company can obtain on future lease or financing transactions will be expected to increase as the cost of capital is a significant factor in the pricing of leases and investments in notes receivable. Leases and notes already in place, for the most part, would not be affected by changes in interest rates.

The Company currently believes it has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements. The Managing Member envisions no such requirements for operating purposes.

Cash Flows

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net cash provided by (used in):
Operating activities	$	876		$	22		$	1,639		$	139
Investing activities		(7,199	)		(5,127	)		(12,259	)		(13,457	)
Financing activities		12,198			6,248			23,808			20,287
Net increase in cash and cash equivalents	$	5,875		$	1,143		$	13,188		$	6,969

The three months ended September 30, 2013 versus the three months ended September 30, 2012

During both the three months ended September 30, 2013 and 2012, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units. As of September 30, 2013, net capital contributions totaling $59.9 million have been received, of which $10.9 million and $8.8 million were received during the respective third quarters of 2013 and 2012. During the third quarter of 2013, additional liquidity was generated through borrowings totaling $4.7 million. The Fund had no borrowings during the third quarter of 2012.

In addition, the Company is beginning to realize cash flow from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. During the current year period, the Company also realized $195 thousand of proceeds from the early termination of certain notes receivable.

During the same comparative periods, cash was primarily used to acquire lease assets — totaling $7.7 million and $5.3 million, respectively. Cash was also used to pay commissions and/or syndication costs associated with the offering — totaling a combined $1.6 million and $2.0 million during the respective third quarters of 2013 and 2012; and, to pay distributions totaling $1.2 million and $407 thousand during the same respective periods. In addition, cash totaling $378 thousand and $204 thousand was used to pay down debt during the third quarters of 2013 and 2012, respectively.

The nine months ended September 30, 2013 versus the nine months ended September 30, 2012

During both the nine months ended September 30, 2013 and 2012, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units. Net capital contributions totaled $26.3 million and $22.6 million during the respective nine months ended September 30, 2013 and 2012. During the first nine months of 2013 and 2012, additional liquidity was generated through borrowings totaling $4.7 million and $2.6 million, respectively.

In addition, the Company is beginning to realize cash flow from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. During the current year period, the Company also realized $528 thousand of proceeds from the early termination of certain notes receivable.

22

During the same comparative periods, cash was primarily used to acquire lease assets and to fund investments in notes receivable. The Company acquired lease assets totaling $13.5 million and $10.8 million for the first nine months 2013 and 2012, respectively, and funded investments in notes receivable totaling $300 thousand and $2.9 million during the same respective periods.

Cash was also used to pay commissions and/or syndication costs associated with the offering — totaling a combined $3.2 million and $3.9 million during the respective first nine months of 2013 and 2012; and, to pay distributions totaling $3.0 million and $654 thousand during the same respective periods. In addition, cash totaling $791 thousand and $343 thousand was used to pay down debt during the first nine months of 2013 and 2012, respectively.

Revolving credit facility

Effective May 25, 2012, the Company participated with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions.

Compliance with covenants

The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company was in compliance with all applicable covenants under the Credit Facility as of September 30, 2013. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.

Material financial covenants

Under the Credit Facility, the Company is required to maintain a specific tangible net worth, to comply with a leverage ratio and an interest coverage ratio, and to comply with other terms expressed in the Credit Facility, including limitation on the incurrence of additional debt and guaranties, defaults, and delinquencies.

As of September 30, 2013, the material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10.0 million
Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.50 to 1
Collateral Value: Collateral value under the Warehouse Facility must be no less than the outstanding borrowings under that facility
EBITDA to Interest Ratio: Not to be less than 2 to 1 for the four fiscal quarters just ended

“EBITDA” is defined under the Credit Facility as, for the relevant period of time (1) gross revenues (all payments from leases and notes receivable) for such period minus (2) expenses deducted in determining net income for such period plus (3) to the extent deducted in determining net income for such period (a) provision for income taxes and (b) interest expense, and (c) depreciation, amortization and other non-cash charges. Extraordinary items and gains or losses on (and proceeds from) sales or dispositions of assets outside of the ordinary course of business are excluded in the calculation of EBITDA. “Tangible Net Worth” is defined as, as of the date of determination, (i) the net worth of the Company, after deducting therefrom (without duplication of deductions) the net book amount of all assets of the Company, after deducting any reserves and other amounts for assets which would be treated as intangibles under accounting principles generally accepted in the United States of America (“GAAP”), and after certain other adjustments permitted under the agreements.

The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $42.2 million, 0.14 to 1, and 41.58 to 1, respectively, as of September 30, 2013. As such, as of September 30, 2013, the Company was in compliance with all such material financial covenants.

23

Reconciliation to GAAP of EBITDA

For purposes of compliance with the Credit Facility covenants, the Company uses a financial calculation of EBITDA, as defined therein, which is a non-GAAP financial performance measure. The EBITDA is utilized by the Company to calculate its debt covenant ratios.

As previously discussed, the Fund became a party to the Credit Facility effective May 25, 2012. The following is a reconciliation of net loss to EBITDA, as defined in the loan agreement, for the four quarters of the Fund’s effective participation in the Credit Facility, ending September 30, 2013 (in thousands):

Net loss – GAAP basis	$	(1,857	)
Interest expense		69
Depreciation and amortization		3,381
Amortization of initial direct costs		23
Principal payments received on direct financing leases		36
Principal payments received on notes receivable		1,217
EBITDA (for Credit Facility financial covenant calculation only)	$	2,869

Events of default, cross-defaults, recourse and security

The terms of the Credit Facility include standard events of default by the Company which, if not cured within applicable grace periods, could give lenders remedies against the Company, including the acceleration of all outstanding borrowings and a demand for repayment in advance of their stated maturity. If a breach of any material term of the Credit Facility should occur, the lenders may, at their option, increase borrowing rates, accelerate the obligations in advance of their stated maturities, terminate the facility, and exercise rights of collection available to them under the express terms of the facility, or by operation of law. The lenders also retain the discretion to waive a violation of any covenant at the Company’s request.

The Company is currently in compliance with its obligations under the Credit Facility. In the event of a technical default (e.g., the failure to timely file a required report, or a one-time breach of a financial covenant), the Company believes it has ample time to request and be granted a waiver by the lenders, or, alternatively, cure the default under the existing provisions of its debt agreements, including, if necessary, arranging for additional capital from alternate sources to satisfy outstanding obligations.

The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.

The Acquisition Facility is generally recourse solely to the Company, and is not cross-defaulted to any other obligations of affiliated companies under the Credit Facility, except as described in this paragraph. The Credit Facility is cross-defaulted to a default in the payment of any debt (other than non-recourse debt) or any other agreement or condition beyond the period of grace (not exceeding 30 days), the effect of which would entitle the lender under such agreement to accelerate the obligations prior to their stated maturity in an individual or aggregate principal amount in excess of 15% of the Company’s consolidated Tangible Net Worth. Also, a bankruptcy of AFS will trigger a default for the Company under the Credit Facility.

Non-Recourse Long-Term Debt

As of September 30, 2013 and December 31, 2012, the Company had non-recourse long-term debt totaling $6.0 million and $2.1 million, respectively. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. For detailed information on the Company’s debt obligations, see Notes 8 and 9 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).

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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 consistently made through September 2013.

Cash distributions were made by the Fund to Unitholders of record as of August 31, 2013 and paid through September 30, 2013. Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the Prospectus under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

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

The following table summarizes distribution activity for the Fund from inception through September 30, 2013 (in thousands, except as to Units and per Unit data):

Distribution Period(1)	Paid		Return of Capital					Distribution of Income					Total Distribution					Total Distribution per Unit(2)		Weighted Average Units Outstanding(3)
Monthly and quarterly distributions
Oct 2011 – Dec 2011 (Distribution of escrow interest)		Feb – Jun 2012	$	—				$	—				$	—					n/a		n/a
Jan 2012 – Nov 2012		Feb – Dec 2012		1,173					—					1,173					0.79		1,476,249
Dec 2012 – Aug 2013		Jan – Sep 2013		2,809					—					2,809					0.66		4,258,058
			$	3,982				$	—				$	3,982				$	1.45
Source of distributions
Lease and loan payments and sales proceeds received			$	3,982		100.00	%	$	—		0.00	%	$	3,982		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	%
			$	3,982		100.00	%	$	—		0.00	%	$	3,982		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 to November 30, 2012, and from December 1, 2012 to August 31, 2013, respectively.

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Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2013, there were commitments to purchase lease assets and to fund investments in notes receivable totaling approximately $5.1 million and $1.3 million, respectively. The amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

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 critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes to the Company’s critical accounting policies since December 31, 2012.

Item 4. Controls and procedures.

Evaluation of disclosure controls and procedures

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

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

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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, 2013 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.

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

(1) Effective date of the offering: October 28, 2011; File Number: 333-174418

(2) Offering commenced: October 28, 2011

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

(4) The managing underwriter is ATEL Securities Corporation.

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

(6) Aggregate amount and offering price of securities registered and sold as of September 30, 2013 (dollars in thousands):

Title of Security	Amount Registered		Aggregate price of offering amount registered		Units sold		Aggregate price of offering amount sold
Units of Limited Company Interest		15,000,000	$	150,000		5,967,382	$	59,924

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

	Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer		Direct or indirect payments to others		Total
Underwriting discounts and commissions	$	887	$	4,434	$	5,321
Other syndication costs		—		3,546		3,546
Total expenses	$	887	$	7,980	$	8,867
(8)  Net offering proceeds to the issuer after total expenses in item 7 (in thousands):					$	51,057

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

	Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer		Direct or indirect payments to others		Total
Purchase and installation of machinery and equipment	$	82	$	32,684	$	32,766
Investment in notes receivable		29		5,134		5,163
Distributions paid		323		3,982		4,305
Repurchase of Units		—		174		174
Other expenses		3,617		—		3,617
	$	4,051	$	41,974	$	46,025
(10)  Net offering proceeds to the issuer after total expenses in item 9 (in thousands):					$	5,032

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Documents filed as a part of this report

1. Financial Statement Schedules

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

2. Other Exhibits

31.1	Certification of Dean L. Cash
31.2	Certification of Paritosh K. Choksi
32.1	Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2	Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 13, 2013

ATEL 15, LLC
(Registrant)

	By: ATEL Managing Member, LLC Managing Member of Registrant
By: /s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of ATEL Managing Member, LLC (Managing Member)
By: /s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Managing Member, LLC (Managing Member)
By: /s/ Samuel Schussler Samuel Schussler Vice President and Chief Accounting Officer of ATEL Managing Member, LLC (Managing Member)