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, 2015

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 333-178629

ATEL GROWTH CAPITAL FUND 8, LLC

(Exact name of registrant as specified in its charter)

California	37-1656343
(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, 2015 was 1,618,296 Units.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

ATEL GROWTH CAPITAL FUND 8, LLC
 
Index

Part I. Financial Information		3
Item 1. Financial Statements (Unaudited)		3
Balance Sheets, September 30, 2015 and December 31, 2014		3
Statements of Operations for the three and nine months ended September 30, 2015 and 2014		4
Statements of Changes in Members’ Capital for the year ended December 31, 2014 and for the nine months ended September 30, 2015		5
Statements of Cash Flows for the three and nine months ended September 30, 2015 and 2014		6
Notes to the Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 4. Controls and Procedures		24
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		27
Item 4. Mine Safety Disclosures		27
Item 5. Other Information		27
Item 6. Exhibits		27

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL GROWTH CAPITAL FUND 8, LLC
 
BALANCE SHEETS
 
SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

(in thousands)

	September 30, 2015		December 31, 2014
	(Unaudited)
ASSETS
Cash and cash equivalents	$	3,613	$	4,924
Accounts receivable		4		—
Notes receivable, net		5,694		5,845
Investment in securities		289		229
Fair value of warrants		825		566
Due from affiliates		—		35
Prepaid expenses and other assets		19		9
Total assets	$	10,444	$	11,608
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	30	$	28
Affiliates		39		—
Accrued distributions to Other Members		250		250
Other		2		—
Total liabilities		321		278
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		10,123		11,330
Total Members’ capital		10,123		11,330
Total liabilities and Members’ capital	$	10,444	$	11,608

See accompanying notes.

3

ATEL GROWTH CAPITAL FUND 8, LLC
 
STATEMENTS OF OPERATIONS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2015 AND 2014

(in thousands except units and per unit data)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015		2014
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts	$	195		$	235		$	594	$	604
Gain on early termination of notes receivable		76			—			76		14
Gain on sales or dispositions of investment in securities		—			9			9		55
Unrealized gain (loss) on fair valuation of warrants		156			(47	)		247		(192	)
Other		14			14			36		39
Total revenues		441			211			962		520
Expenses:
Acquisition expense		71			78			238		293
Cost reimbursements to affiliates		46			50			145		126
Provision for credit losses		46			—			97		—
Asset management fees to Managing Member		22			17			59		46
Professional fees		18			14			64		59
Outside services		6			5			23		25
Taxes on income and franchise fees		(1	)		—			6		2
Bank charges		3			4			9		10
Printing and photocopying		5			2			10		6
Other		17			13			35		22
Total expenses		233			183			686		589
Net income (loss)	$	208		$	28		$	276	$	(69	)
Net income (loss):
Managing Member	$	49		$	47		$	148	$	122
Other Members		159			(19	)		128		(191	)
	$	208		$	28		$	276	$	(69	)
Net income (loss) per Limited Liability Company Unit (Other Members)	$	0.10		$	(0.01	)	$	0.08	$	(0.14	)
Weighted average number of Units outstanding		1,618,296			1,541,675			1,618,296		1,331,000

See accompanying notes.

4

ATEL GROWTH CAPITAL FUND 8, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 
FOR THE YEAR ENDED DECEMBER 31, 2014
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2015

(in thousands except units and per unit data)

	Units		Amount						Total
			Other Members			Managing Member
Balance December 31, 2013		1,021,531	$	7,032		$	—		$	7,032
Capital contributions		596,765		5,967			—			5,967
Less selling commissions to affiliates		—		(537	)		—			(537	)
Syndication costs		—		527			—			527
Distributions to Other Members ($1.10 per Unit)		—		(1,542	)		—			(1,542	)
Distributions to Managing Member		—		—			(171	)		(171	)
Net (loss) income		—		(117	)		171			54
Balance December 31, 2014		1,618,296		11,330			—			11,330
Distributions to Other Members ($0.82 per Unit)		—		(1,335	)		—			(1,335	)
Distributions to Managing Member		—		—			(148	)		(148	)
Net income		—		128			148			276
Balance September 30, 2015 (Unaudited)		1,618,296	$	10,123		$	—		$	10,123

See accompanying notes.

5

ATEL GROWTH CAPITAL FUND 8, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2015 AND 2014

(in thousands)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Operating activities:
Net income (loss)	$	208		$	28		$	276		$	(69	)
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities:
Accretion of note discount – warrants		(22	)		(21	)		(64	)		(51	)
Amortization of net note origination costs		5			7			16			21
Gain on early termination of notes receivable		(76	)		—			(76	)		(14	)
Gain on sales or dispositions of investment in securities		—			(9	)		(9	)		(55	)
Provision for credit losses		46			—			97			—
Unrealized (gain) loss on fair valuation of warrants		(156	)		47			(247	)		192
Changes in operating assets and liabilities:
Accounts receivable		(4	)		—			(4	)		6
Due from affiliates		107			—			74			—
Prepaid expenses and other assets		8			(2	)		(10	)		(14	)
Accounts payable, Managing Member		2			—			2			—
Accounts payable, other		—			(58	)		2			(22	)
Due to affiliates		—			(15	)		—			1
Unearned fee income related to notes receivable		(9	)		(12	)		(14	)		7
Net cash provided by (used in) operating activities		109			(35	)		43			2
Investing activities:
Advance payments		—			(1	)		—			(109	)
Purchase of securities		—			—			(60	)		(229	)
Proceeds from early termination of notes receivable		593			—			593			260
Proceeds from sales or dispositions of investment in securities		—			9			9			60
Payments of note origination costs		(11	)		(1	)		(14	)		(34	)
Note receivable and warrants advances		(1,604	)		(100	)		(2,793	)		(4,030	)
Principal payments received on notes receivable		914			669			2,394			1,746
Net cash (used in) provided by investing activities		(108	)		576			129			(2,336	)
Financing activities:
Selling commissions to affiliates		—			(163	)		—			(537	)
Syndication costs paid to Managing Member and affiliates		—			(109	)		—			(358	)
Distributions to Other Members		(445	)		(399	)		(1,335	)		(1,012	)
Distributions to Managing Member		(49	)		(44	)		(148	)		(112	)
Capital contributions		—			1,813			—			5,967
Net cash (used in) provided by financing activities		(494	)		1,098			(1,483	)		3,948
Net (decrease) increase in cash and cash equivalents		(493	)		1,639			(1,311	)		1,614
Cash and cash equivalents at beginning of period		4,106			3,082			4,924			3,107
Cash and cash equivalents at end of period	$	3,613		$	4,721		$	3,613		$	4,721
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	—		$	—		$	5		$	3
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	250		$	244		$	250		$	244
Distributions payable to Managing Member at period-end	$	28		$	27		$	28		$	27

See accompanying notes.

6

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies. The Fund may continue until it is terminated in accordance with the ATEL Growth Capital Fund 8, LLC limited liability company operating agreement dated December 13, 2011 (the “Operating Agreement”). The Managing Member of the Company is AGC Managing Member, LLC (the “Managing Member” or “Manager”), the renamed AGC 8 Managing Member, LLC which was formed in December 2011 as a Nevada limited liability company. Such name change is the result of an amendment to the articles of incorporation filed with the State of Nevada effective March 18, 2014. Contributions in the amount of $500 were received as of December 31, 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 7,500,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal to not less than $3.75 million in gross proceeds. Total contributions to the Fund exceeded $3.75 million on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on August 20, 2014.

Through September 30, 2015, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of September 30, 2015, a total of 1,618,296 Units were issued and outstanding.

Prior to the termination of its offering, the Fund, or Managing Member on behalf of the Fund, incurred costs in connection with the organization, registration and issuance of the Units. The amount of such costs borne by the Fund was 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), (iii) provide additional distributions to Unitholders from any proceeds from sales of Equity interests and (iv) provide total cash distributions to Unitholders equal to a desirable rate of return on their investment capital. The Company is governed by the Operating Agreement.

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, 2014, filed with the Securities and Exchange Commission.

7

ATEL GROWTH CAPITAL FUND 8, 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, 2015 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, 2015, up until the issuance of the financial statements. No events were noted which would require additional 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 credit losses on notes receivable and the fair valuation of equity securities and warrants.

Segment reporting:

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

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

The primary geographic region in which the Company seeks financing opportunities is North America. Currently, 100% of the Company’s operating revenues are from customers domiciled in North America.

Investment in securities:

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

Purchased securities

Purchased securities (primarily preferred stocks) 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

8

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies: - (continued)

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. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments and that it is not practicable to estimate the fair value of the investment because of its illiquidity. The Company made its initial investment in equity securities during the first quarter of 2014. As of September 30, 2015 and December 31, 2014, investments in equity securities totaled $289 thousand and $229 thousand, respectively. There were no sales or dispositions of securities during the three and nine months ended September 30, 2015 and 2014.

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, 2015 and December 31, 2014, the Managing Member estimated the fair value of warrants to be $825 thousand and $566 thousand, respectively. During the three and nine months ended September 30, 2015, the company recorded unrealized gains of $156 thousand and $247 thousand on fair valuation of its warrants, respectively. By comparison, during the three and nine months ended September 30, 2014, the Company recorded unrealized losses of $47 thousand and $192 thousand, respectively, on the fair valuation of its warrants. The Company also realized $9 thousand of gains on the net exercise of certain warrants during the nine-month period ended September 30, 2015, all of which were recorded prior to the third quarter of 2015. Such realized gains totaled $9 thousand and $55 thousand for the three- and nine-month periods ended September 30, 2014, respectively. See Note 10 for further discussion.

Per Unit data:

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

Recent accounting pronouncements:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts from Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company evaluated the impact of the new standard on its financial statements and has determined that such impact is virtually non-existent as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues.

9

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies: - (continued)

In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU-2014-15”). The new standard provides guidance relative to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on the Company’s financial statements or related disclosures.

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. As of September 30, 2015, the terms of the notes receivable are from 24 to 42 months and bear interest at implicit or stated rates ranging from 11.26% to 18.00% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2015 through 2018.

The Company had three notes receivable which were on non-accrual status as of September 30, 2015 and December 31, 2014. The notes were originally placed on non-accrual status effective December 1, 2014. As of December 31, 2014, these notes had net recorded investment of $40 thousand, $79 thousand and $53 thousand, respectively, and rates ranging from 11.54% to 11.73%. During the first quarter of 2015, management continued to deem the notes impaired and recorded combined fair value adjustments totaling $51 thousand. Additional fair value adjustments were recorded during the third quarter of 2015 totaling a combined $46 thousand which brought the nine-month total to $97 thousand. By comparison, there were no fair value adjustments during the three and nine months ended September 30, 2014. As of September 30, 2015 the fair values of such notes were $15 thousand, $29 thousand and $16 thousand, respectively, before accretion of net note origination costs and discounts.

Effective January 1, 2015, the notes were modified to defer the repayment of principal while maintaining interest-only payments at their original rates through June 30, 2015. During the second quarter of 2015, an additional modification was made to the notes which extended the interest only payments through October 31, 2015. As of November 1, 2015, the entire balance outstanding on these notes will be due. The payments will be adjusted such that the ultimate amounts paid will reflect interest earned at a composite rate of 18.00% per annum as related to the entire term of the indebtedness from the original funding date. Payments received on these nonaccrual notes have been fully applied against principal pursuant to the Company’s policy on non-accrual notes. Interest not recorded relative to the original terms of the non-accrual notes approximated $13 thousand from December 2014 to September 2015.

As of September 30, 2015, the minimum future payments receivable are as follows (in thousands):

Three months ending December 31, 2015	$	1,190
Year ending December 31, 2016		3,419
2017		1,627
2018		459
		6,695
Less: portion representing unearned interest income, net		(904	)
Less: allowance for credit losses		(97	)
Notes receivable, net	$	5,694

10

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses:

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

	Allowance for Doubtful Accounts –  Notes Receivable		Valuation Adjustments –  Notes Receivable		Total Allowance for Credit Losses
Balance December 31, 2013	$	—	$	—	$	—
Provision for credit losses		—		—		—
Balance December 31, 2014		—		—		—
Provision for credit losses		—		97		97
Balance September 30, 2015	$	—	$	97	$	97

Allowance for Doubtful Accounts

Accounts receivable represent the amounts billed under notes receivable which are currently due to the Company.

Allowances for doubtful accounts are typically established based upon their aging and historical charge off and collection experience and the creditworthiness of specifically identified borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.

Accounts receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with note payments outstanding less than 90 days. Based upon management’s judgment, such notes may be placed in non-accrual status. Notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. All payments received on amounts billed under notes receivable are applied only against outstanding principal balances.

Valuation Adjustments

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

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

11

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

The Company’s allowance for credit losses and its recorded investment in notes receivable as of September 30, 2015 and December 31, 2014 were as follows (in thousands):

September 30, 2015	Notes Receivable
Allowance for credit losses:
Ending balance	$	97
Ending balance: individually evaluated for impairment	$	97
Ending balance: collectively evaluated for impairment	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—
Financing receivables:
Ending balance	$	5,791
Ending balance: individually evaluated for impairment	$	5,791
Ending balance: collectively evaluated for impairment	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—

December 31, 2014	Notes Receivable
Allowance for credit losses:
Ending balance	$	—
Ending balance: individually evaluated for impairment	$	—
Ending balance: collectively evaluated for impairment	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—
Financing receivables:
Ending balance	$	5,845
Ending balance: individually evaluated for impairment	$	5,845
Ending balance: collectively evaluated for impairment	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—

The Company evaluates the credit quality of its notes receivables on a scale equivalent to the following quality indicators related to corporate risk profiles:

Pass – Any account whose debtor, co-debtor or any guarantor has a credit rating on publicly traded or privately placed debt issues as rated by Moody’s or S&P for either Senior Unsecured debt, Long Term Issuer rating or Issuer rating that are in the tiers of ratings generally recognized by the investment community as constituting an Investment Grade credit rating; or, has been determined by the Manager to be an Investment Grade Equivalent or High Quality Corporate Credit per its Credit Policy or has a Not Rated internal rating by the Manager and the account is not considered by the Chief Credit Officer of the Manager to fall into one of the three risk profiles below.

Special Mention – Any traditional corporate type account with potential weaknesses (e.g. large net losses or major industry downturns) or, any growth capital account that has less than three months of cash as of the end of the calendar quarter to fund their continuing operations. These accounts deserve management’s close attention. If left uncorrected, those potential weaknesses may result in deterioration of the Fund’s receivable at some future date.

12

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

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

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

At September 30, 2015 and December 31, 2014, the Company’s notes receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):

	Notes Receivable
	September 30, 2015		December 31, 2014
Pass	$	4,634	$	4,134
Special mention		1,002		1,711
Substandard		155		—
Doubtful		—		—
Total	$	5,791	$	5,845

As of September 30, 2015, the Company’s impaired loans were as follows (in thousands):

	Impaired Loans
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded Notes receivable		155		157		97		162		—
Total	$	155	$	157	$	97	$	162	$	—

At September 30, 2015 and December 31, 2014, investment in financing receivables is aged as follows (in thousands):

September 30, 2015	31 – 60 Days Past Due		61 – 90 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	5,791	$	5,791	$	—
Total	$	—	$	—	$	—	$	—	$	5,791	$	5,791	$	—

December 31, 2014	31 – 60 Days Past Due		61 – 90 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	5,845	$	5,845	$	—
Total	$	—	$	—	$	—	$	—	$	5,845	$	5,845	$	—

As of September 30, 2015 and December 31, 2014, the Company had three notes receivable which were on non-accrual status (See Note 3 for details).

13

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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.

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.

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.

During the three and nine months ended September 30, 2015 and 2014, the Managing Member and/or affiliates earned commissions and fees, and billed for reimbursements of costs and expenses pursuant to the Operating Agreement as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members’ capital	$	—	$	163	$	—	$	537
Administrative costs reimbursed to Managing Member and/or affiliates		46		50		145		126
Asset management fees to Managing Member		22		17		59		46
Acquisition costs and note origination fees paid to Managing Member		82		79		252		327
	$	150	$	309	$	456	$	1,036

6. 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. There were no syndication costs during the current year three- and nine-month periods as such efforts and related costs ceased upon the termination of the Fund’s offering on August 20, 2014. By comparison, syndication costs totaled $163 thousand and $537 thousand for the respective three and nine months ended September 30, 2014.

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. Through August 20, 2014, the Managing Member incurred $527 thousand of syndications costs in excess of those allocable for reimbursement under the Fund’s Operating Agreement. Whereas such costs were accrued by the Fund, they were effectively reversed during the third quarter of 2014 when the offering was terminated.

14

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

7. Commitments:

At September 30, 2015, there were commitments to fund investments in notes receivable totaling $2.1 million. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

8. 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.

9. Members’ Capital:

A total of 1,618,296 Units were issued and outstanding as of September 30, 2015 and December 31, 2014. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial Member (50 Units).

From the commencement of the Fund until the initial closing date, as defined in the Operating Agreement, the Company’s net income and net losses are allocated 100% to the Manager. Commencing with the initial closing date, net income and net losses are allocated 100% to the Members. An amount equal to 5% of all Distributions of Cash Available for Distribution and Net Disposition Proceeds will be allocated to the Manager as the carried interest. An amount equal to (i) an additional 5% of all Distributions from Cash Available for Distribution and 1% of all Distributions of Net Disposition Proceeds will be paid to the Manager as a promotional interest until investors have received total distributions in amounts equal to their Capital Contributions plus an amount equal to a priority return of 8% per annum as defined in the Operating Agreement; and (ii) then 15% of all subsequent distributions will be allocated to the Manager as a promotional interest. Distributions not allocated to the Manager as carried or promotional interests will be allocated and paid to the Unitholders.

Distributions to the Other Members for the three and nine months ended September 30, 2015 and 2014 are as follows (in thousands, except as to Units and per Unit data):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Distributions declared	$	445	$	424	$	1,335	$	1,097
Weighted average number of Units outstanding		1,618,296		1,541,675		1,618,296		1,331,000
Weighted average distributions per Unit	$	0.27	$	0.28	$	0.82	$	0.82

15

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

10. 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, 2015 and December 31, 2014, only the Company’s warrants were measured on a recurring basis. In addition, during the first nine months of 2015, the Company recorded non-recurring adjustments to reflect the fair values of certain impaired notes receivable The Company had not recorded any nonrecurring fair value adjustments prior to the first quarter of 2015.

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 and 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 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 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 volatility of respective similar publicly traded companies, a risk free interest rate for the term(s) of the warrant exercise(s), and the respective exercise prices and number of warrants. As of September 30, 2015 and December 31, 2014, the calculated fair value of the Fund’s warrant portfolio totaled $825 thousand and $566 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

16

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

10. Fair value measurements: - (continued)

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

	Level 3 Assets
Balance at December 31, 2013	$	607
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)		93
Net exercise of warrants		(5	)
Unrealized loss on warrants, net recorded during the year		(129	)
Balance at December 31, 2014		566
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)		12
Unrealized gain on warrants, net recorded during the period		247
Balance at September 30, 2015	$	825

Impaired notes receivable

The fair value of the Company’s notes receivable, when impairment adjustments are required, is estimated using either third party appraisals or estimations of the value of collateral (for collateral dependent loans) or discounted cash flow analyses (by discounting estimated future cash flows) using the effective interest rate contained in the terms of the original loan.

During the first nine months of 2015, the Company had recorded fair value adjustments totaling $97 thousand relative to three impaired notes. Of such amount, a total of $46 thousand was recorded during the third quarter of 2015. By comparison, the Company had no fair value adjustments relative to impaired notes receivable during the first nine months of 2014.

The fair value adjustments recorded in 2015 were non-recurring and were based upon an estimated valuation of underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired notes receivable is classified within Level 3 of the valuation hierarchy. The valuation utilizes a market approach technique and uses inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the underlying collateral.

The following table presents the fair value measurement of impaired assets measured at fair value on a non-recurring basis and the level within the hierarchy in which the fair value measurements fall at September 30, 2015 (in thousands):

	September 30, 2015		Level 1 Estimated Fair Value		Level 2 Estimated Fair Value		Level 3 Estimated Fair Value
Impaired notes receivable	$	60	$	—	$	—	$	60

17

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

10. Fair value measurements: - (continued)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and nonrecurring fair value calculation categorized as Level 3 in the fair value hierarchy at September 30, 2015 and December 31, 2014:

September 30, 2015
Name	Valuation Frequency		Valuation Technique		Unobservable Inputs		Range of Input Values
Warrants		Recurring		Black-Scholes formulation		Stock price		$0.15 – $25.76
						Exercise price		$0.05 – $25.76
						Time to maturity (in years)		5.24 – 9.91
						Risk-free interest rate		1.42% – 2.05%
						Annualized volatility		100.00%
Notes Receivable		Non-recurring		Market Approach		Third Party Agents’ estimate   of the value of collateral		$0 – $25,522
						Condition of collateral   (equipment)		Poor to Average

December 31, 2014
Name	Valuation Frequency		Valuation Technique		Unobservable Inputs		Range of Input Values
Warrants		Recurring		Black-Scholes formulation		Stock price		$0.05 – $25.76
						Exercise price		$0.05 – $25.76
						Time to maturity (in years)		4.50 – 9.35
						Risk-free interest rate		1.51% – 2.13%
						Annualized volatility		100.00%

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 generally estimated based upon various methodologies deployed by financial and credit management including, but not limited to, credit analysis, third party appraisal and/or discounted cash flow analysis based upon current market valuation techniques and market rates for similar types of lending arrangements, which may consider adjustments for impaired loans as deemed necessary.

18

ATEL GROWTH CAPITAL FUND 8, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

10. 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.

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, 2015 and December 31, 2014 (in thousands):

	September 30, 2015
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,613	$	3,613	$	—	$	—	$	3,613
Notes receivable, net		5,694		—		—		5,689		5,689
Investment in securities		289		—		—		289		289
Warrants		825		—		—		825		825

	December 31, 2014
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	4,924	$	4,924	$	—	$	—	$	4,924
Notes receivable, net		5,845		—		—		5,828		5,828
Investment in securities		229		—		—		229		229
Warrants		566		—		—		566		566

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, changes in general economic conditions, including significant rates of inflation and fluctuations in interest rates may result in reduced returns on invested capital. The Company’s performance is subject to risks relating to borrower defaults and the creditworthiness of its borrowers. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies.

The Company conducted a public offering of 7,500,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal to not less than $3.75 million in gross proceeds. Total contributions to the Fund exceeded $3.75 million on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on August 20, 2014.

Through September 30, 2015, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of September 30, 2015, a total of 1,618,296 Units were issued and outstanding.

Results of Operations

The three months ended September 30, 2015 versus the three months ended September 30, 2014

The Company reported net income of $208 thousand and $28 thousand for the three months ended September 30, 2015 and 2014, respectively. Results for the third quarter of 2015 reflect an increase in both total revenues and total expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2015 increased by $230 thousand, or 109%, as compared to the prior year period. The growth in total revenues was largely due to a favorable change in unrealized gains or losses recorded on the Fund’s portfolio of warrants and a gain recognized on the early termination of notes receivable offset, in part, by a reduction in notes receivable interest income.

The favorable change in unrealized gains or losses recorded on the Fund’s portfolio of warrants totaled $203 thousand and was attributable to the required periodic valuation of the warrants in the Company’s portfolio of investments. The gain on the early termination of notes receivable totaled $76 thousand and was a result of certain notes that were retired before their scheduled maturity during the current quarter. There were no such early termination of notes during the prior year period.

Partially offsetting the aforementioned increases in revenues was a $40 thousand decrease in notes receivable interest income. Such decrease was attributable to the scheduled run-off of the portfolio and the aforementioned early termination of certain notes.

20

Expenses

Total expenses for the third quarter of 2015 increased by $50 thousand, or 27%, as compared to the prior year period. Such increase was mainly a result of a $46 thousand loss provision which reflects fair value adjustments recorded during the current year third quarter, further reducing the fair values of three notes receivable originally deemed impaired during the first quarter of 2015. There were no such adjustments during the prior year period.

The nine months ended September 30, 2015 versus the nine months ended September 30, 2014

The Company reported net income of $276 thousand and a net loss of $69 thousand for the nine months ended September 30, 2015 and 2014, respectively. Results for the first nine months of 2015 reflect increases in both total revenues and total expenses when compared to the prior year period.

Revenues

Total revenues for the first nine months of 2015 increased by $442 thousand, or 85%, as compared to the prior year period. The growth in total revenues was largely due to a favorable change in unrealized gains or losses recorded on the Fund’s portfolio of warrants and an increase in gain on the early termination of notes receivable offset, in part, by a decline in gain recognized on sales or depositions of investment in securities.

The favorable change in unrealized gains or losses recorded on the Fund’s portfolio of warrants totaled $439 thousand and was attributable to the required periodic valuation of the warrants in the Company’s portfolio of investments. Gain recognized on the early termination of notes receivable was higher by $62 thousand primarily due to an increase in the number of notes retired before their scheduled maturity.

Partially offsetting the aforementioned increases in revenues was a $46 thousand decrease in gain on sales or dispositions of investment in securities. Such decrease represents a $55 thousand prior year period gain on the net exercise of certain warrants less $9 thousand of holdback proceeds recognized as additional gain on the same warrants during the current year period.

Expenses

Total expenses for the first nine months of 2015 increased by $97 thousand, or 16%, as compared to the prior year period. The significant changes comprising such increase was a loss provision recorded during the current year period and an increase in costs reimbursed to the Manager partially offset by a reduction in acquisition expenses.

The loss provision during the current year nine-month period totaled $97 thousand and reflects fair value adjustments recorded during both the first and third quarters to reduce the fair value of three impaired notes receivable. There were no such fair value adjustments during the prior year period. Costs reimbursed to affiliates increased by $19 thousand primarily due to higher allocated costs consistent with the Fund’s expanded operations.

Partially offsetting the aforementioned increases in expenses was a $55 thousand decrease in acquisition expense. Such decrease was primarily attributable to the decline in year-to-date venture funding activity.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $3.6 million and $4.9 million at September 30, 2015 and December 31, 2014, respectively. The liquidity of the Company varies, increasing to the extent cash flows from subscriptions and its portfolio investments exceed expenses and decreasing as portfolio investments are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from its portfolio investments.

The Fund will acquire its investments with cash. The Fund will not borrow to acquire its portfolio assets and does not intend or expect to incur any indebtedness. The Fund anticipates that it would incur indebtedness only in the event that it is required to borrow for temporary working capital purposes.

21

Cash Flows

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net cash provided by (used in):
Operating activities	$	109		$	(35	)	$	43		$	2
Investing activities		(108	)		576			129			(2,336	)
Financing activities		(494	)		1,098			(1,483	)		3,948
Net (decrease) increase in cash and cash equivalents	$	(493	)	$	1,639		$	(1,311	)	$	1,614

The three months ended September 30, 2015 versus the three months ended September 30, 2014

During the three months ended September 30, 2015, the Company’s primary source of liquidity was cash flow from its investments in notes receivable. In addition, the Company realized $593 thousand of proceeds from the early termination of notes receivable during the current year third quarter. By comparison, during the prior year period, the Company’s primary source of liquidity had been subscription proceeds from the public offering of Units coupled with cash flow from the notes receivable. Capital contributions received during the three months ended September 30, 2014 totaled $1.8 million. The Fund’s offering was terminated as of August 20, 2014.

During the same respective periods, the primary uses of cash were to fund investments in notes receivable and to pay distributions. Investments in notes receivable funded during the respective three months ended September 30, 2015 and 2014 totaled $1.6 million and $100 thousand; while distributions paid to both Other Members and the Managing Member totaled $494 thousand and $443 thousand, respectively. In addition, during the prior year period, cash totaling $272 thousand was used to pay commissions and syndication costs associated with the offering.

The nine months ended September 30, 2015 versus the nine months September 30, 2014

During the nine months ended September 30, 2015, the Company’s primary source of liquidity was cash flow from its investments in notes receivable. By comparison, during the prior year period, the Company’s primary source of liquidity had been subscription proceeds from the public offering of Units coupled with cash flow from the notes receivable. Capital contributions received during the nine months ended September 30, 2014 totaled $6.0 million. In addition, the Fund realized $593 thousand and $260 thousand of proceeds from the early termination of notes receivable during the respective nine-month periods ended September 30, 2015 and 2014.

During the same respective periods, the primary uses of cash were to fund investments in notes receivable and to pay distributions. Investments in notes receivable funded during the respective nine months ended September 30, 2015 and 2014 totaled $2.8 million and $4.0 million; while distributions paid to both Other Members and the Managing Member totaled $1.5 million and $1.1 million, respectively. In addition, during the prior year period, cash totaling $895 thousand was used to pay commissions and syndication costs associated with the offering.

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 November 2012. Additional distributions have been made through September 30, 2015.

Cash distributions were paid by the Fund to Unitholders of record as of August 31, 2015, and paid through September 30, 2015. The distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow

22

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

The following table summarizes distribution activity for the Fund from inception through September 30, 2015 (in thousands):

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 2012 – Mar 2013 (Distribution of all escrow interest)		July 2013	$	—				$	—				$	—					n/a		n/a
Nov 14, 2012 – Nov 30, 2012		Dec 2012		3					—					3				$	0.43		6,306
Dec 2012 – Nov 2013		Jan – Dec 2013		866					—					866					1.57		551,608
Dec 2013 – Nov 2014		Jan – Dec 2014		1,452					—					1,452					1.08		1,349,575
Dec 2014 – Aug 2015		Jan – Sept 2015		1,335					—					1,335					0.82		1,618,296
			$	3,656				$	—				$	3,656				$	3.90
Source of distributions
Lease and loan payments/payoffs			$	3,656		100.00	%	$	—		0.00	%	$	3,656		100.00	%
Interest income				—		0.00	%		—		0.00	%		—		0.00	%
			$	3,656		100.00	%	$	—		0.00	%	$	3,656		100.00	%

(1) Investors may elect to receive their distributions either monthly or quarterly (See “Timing and Method of Distributions” on Page 46 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 November 14 (date the escrow requirement was met) to November 30, 2012, December 1, 2012 to November 30, 2013, December 1, 2013 to November 30, 2014, and December 1, 2014 to August 31, 2015, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2015, there were commitments to fund investments in notes receivable totaling $2.1 million. These 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

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in

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August 2015, issued Revenue from Contracts from Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company evaluated the impact of the new standard on its financial statements and has determined that such impact is virtually non-existent as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues.

In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU-2014-15”). The new standard provides guidance relative to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on the Company’s financial statements or related disclosures.

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, 2014. There have been no material changes to the Company’s critical accounting policies since December 31, 2014.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

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

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 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, 2015 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: August 20, 2012; File Number: 333-178629

(2) Offering commenced: August 20, 2012

(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, 2015 (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		7,500,000	$	75,000		1,618,246	$	16,182

(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	$	324	$	1,132	$	1,456
Other syndication costs		—		971		971
Total expenses	$	324	$	2,103	$	2,427

(8) Net offering proceeds to the issuer after total expenses in item 7 (in thousands):                       $   13,755

(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
Investment in notes receivable	$	62	$	10,144	$	10,206
Distributions paid		261		2,321		2,582
Other expenses		967		—		967
	$	1,290	$	12,465	$	13,755

(10)  Net offering proceeds to the issuer after total expenses in item 9:                                             $       —

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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           Rule 13a-14(a)/15d-14(a) Certification of Dean L. Cash

31.2           Rule 13a-14(a)/15d-14(a) 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

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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 12, 2015

ATEL GROWTH CAPITAL FUND 8, LLC
(Registrant)

	By: AGC 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
AGC 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
AGC Managing Member, LLC (Managing Member)

By: /s/ Samuel Schussler

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

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