10-Q

Form 10‑Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended March 31, 2019

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

For the transition period from        to

Commission File number 000‑55217

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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   ☐	Accelerated filer   ☐	Non-accelerated filer   ☒	Smaller reporting company   ☒
Emerging growth company   ☐

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

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

The number of Limited Liability Company Units outstanding as of April 30, 2019 was 1,612,396.

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, March 31, 2019 and December 31, 2018	3
	Statements of Income for the three months ended March 31, 2019 and 2018	4
	Statements of Changes in Members’ Capital for the three months ended March 31, 2019 and 2018	5
	Statements of Cash Flows for the three months ended March 31, 2019 and 2018	6
	Notes to the Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 4.	Controls and Procedures	22
Part II.	Other Information	23
Item 1.	Legal Proceedings	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL GROWTH CAPITAL FUND 8, LLC

BALANCE SHEETS

MARCH 31, 2019 AND DECEMBER 31, 2018

(in thousands)

	March 31,		December 31,
	2019		2018
	(Unaudited)
ASSETS
Cash and cash equivalents	$	512	$	214
Due from affiliates		69		34
Notes receivable, net		1,565		2,188
Investment in securities		421		281
Warrants, fair value		319		561
Prepaid expenses and other assets		2		7
Total assets	$	2,888	$	3,285
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Due to Managing Member and affiliates	$	86	$	63
Accrued distributions to Other Members		249		249
Total liabilities		335		312
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		2,553		2,973
Total Members’ capital		2,553		2,973
Total liabilities and Members’ capital	$	2,888	$	3,285

See accompanying notes.

3

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED

MARCH 31, 2019 AND 2018

(in thousands except units and per unit data)

(Unaudited)

	Three Months Ended
	March 31,
	2019		2018
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts	$	104	$	122
Gain on early termination of notes receivable		48		—
Gain on sales or dispositions of investment in securities		161		—
Unrealized gain on fair value adjustment for investment in securities		—		141
Unrealized (loss) gain on fair value adjustment for warrants		(102)		10
Other		1		3
Total revenues		212		276
Expenses:
Asset management fees to Managing Member		9		13
Acquisition expense		—		26
Cost reimbursements to affiliates		36		44
Provision for (reversal of) credit losses		13		(24)
Professional fees		33		27
Outside services		22		29
Taxes on income and franchise fees		1		—
Bank charges		5		5
Printing and photocopying		3		—
Other		6		6
Total expenses		128		126
Net income	$	84	$	150
Net income:
Managing Member	$	60	$	49
Other Members		24		101
	$	84	$	150
Net income per Limited Liability Company Unit (Other Members)	$	0.01	$	0.06
Weighted average number of Units outstanding		1,612,396		1,612,396

See accompanying notes.

4

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE MONTHS ENDED

MARCH 31, 2019

(in thousands except units and per unit data)

		Amount
				Managing
	Units	Other Members		Member		Total
Balance December 31, 2017	1,612,396	$	4,870	$	—	$	4,870
Distributions to Other Members ($0.27 per Unit)	—		(441)		—		(441)
Distributions to Managing Member	—		—		(49)		(49)
Net income	—		101		49		150
Balance March 31, 2018 (Unaudited)	1,612,396	$	4,530	$	—	$	4,530
Balance December 31, 2018	1,612,396	$	2,973	$	—	$	2,973
Repurchase of Units	—		—		—		—
Distributions to Other Members ($0.28 per Unit)	—		(444)		—		(444)
Distributions to Managing Member	—		—		(60)		(60)
Net income	—		24		60		84
Balance March 31, 2019 (Unaudited)	1,612,396	$	2,553	$	—	$	2,553

See accompanying notes.

5

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2019 AND 2018

(in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2019		2018
Operating activities:
Net income	$	84	$	150
Adjustment to reconcile net income to cash (used in) provided by operating activities:
Accretion of note discount - warrants		(17)		(11)
Amortization of net note origination costs		—		9
Gain on early termination of notes receivable		(48)		—
Gain on sales or dispositions of investment in securities		(161)		—
Provision for (reversal of) credit losses		13		(24)
Unrealized loss (gain) on fair value adjustment for warrants		102		(10)
Unrealized gain on fair value adjustment for investment in securities		—		(141)
Changes in operating assets and liabilities:
Accounts receivable		—		13
Due from affiliates		(35)		109
Prepaid expenses and other assets		5		2
Accounts payable, Managing Member and affiliates		2		(28)
Accounts payable, other		—		(2)
Unearned fee income related to notes receivable		(1)		—
Net cash (used in) provided by operating activities		(56)		67
Investing activities:
Advance payments		—		(64)
Proceeds from early termination of notes receivable		326		—
Proceeds from sales or disposition of investment in securities		161		—
Payments of note origination costs		—		(2)
Notes receivable advances		(13)		(600)
Principal payments received on notes receivable		363		537
Net cash provided by (used in) investing activities		837		(129)
Financing activities:
Distributions to Other Members		(444)		(441)
Distributions to Managing Member		(39)		(49)
Net cash used in financing activities		(483)		(490)
Net increase (decrease) in cash and cash equivalents		298		(552)
Cash and cash equivalents at beginning of period		214		1,255
Cash and cash equivalents at end of period	$	512	$	703
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	249	$	248
Distributions payable to Managing Member at period-end	$	27	$	44
Conversion of warrants to equity securities	$	140	$	—

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 offering was terminated on August 20, 2014. Through March 31, 2019, 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 March 31, 2019, a total of 1,612,396 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.

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, 2018, filed with the Securities and Exchange Commission.

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 months ended March 31, 2019 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 March 31, 2019, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments thereto.

7

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Cash and cash equivalents:

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

Use of estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of 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 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 the United States.

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 probable 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.

8

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Investment in securities:

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

Purchased securities

The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s purchased securities not registered for public sale that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. As of March 31, 2019 and December 31, 2018, investments in equity securities totaled $421 thousand and $281 thousand, respectively. During the three months ended March 31, 2019, there were no unrealized gains or losses on fair valuation of investment securities. During the prior year period, the Company recorded unrealized gains of $141 thousand.  The Company recorded $161 thousand gains on sales or disposition of investment in securities during the three months ended March 31, 2019.  There were no such sales or dispositions during the prior year period.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. At March 31, 2019 and December 31, 2018, the Managing Member estimated the fair value of warrants to be $319 thousand and $561 thousand, respectively. During the three months ended March 31, 2019 and 2018, the Company recorded unrealized losses of $102 thousand and unrealized gains of $10 thousand, respectively, on the fair valuation of its warrants. During the first quarter of 2019, there was a net exercise of warrants in exchange for securities.  No exercises of any kind occurred during the comparative prior year period.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Fund’s cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from various industries.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net income per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

9

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Fair value:

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

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

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

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

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.

Recent accounting pronouncements:

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

10

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

In November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). The new standard clarifies certain aspects of the new current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to our note receivables and direct financing leases, if any. The effective date and transition requirements in this Update are the same as the effective dates and transition requirements in Update 2016-13, as amended by this Update, which is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. Management is currently evaluating the impact of this standard on the financial statements and related disclosure requirements.

In August 2016, the FASB issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance was adopted beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and 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 March 31, 2019, the original terms of the notes receivable are from 24 to 84 months and bear interest at implicit or stated rates ranging from 10.57% to 18.06% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2019 through 2022.

11

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

At March 31, 2019, the Company had no notes receivable on non-accrual status.

As of March 31, 2019, the future minimum payments receivable are as follows (in thousands):

Nine months ending December 31, 2019	$	1,284
Year ending December 31, 2020		517
2021		155
		1,956
Less: portion representing unearned interest income, net		(190)
		1,766
Unamortized discount on warrants received		(60)
Unamortized initial direct costs		5
Less: allowance for credit losses		(146)
Notes receivable, net	$	1,565

4. Allowance for credit losses:

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

	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2017	$	33
Reversal of provision for credit losses		(24)
Balance March 31, 2018	$	9
	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2018	$	133
Provision for credit losses		13
Balance March 31, 2019	$	146

The Company’s allowance for credit losses and its recorded investment in notes receivable as of March 31, 2019 and December 31, 2018 as follows (in thousands):

	Notes
March 31, 2019	Receivable
Allowance for credit losses:
Ending balance	$	146
Ending balance: individually evaluated for impairment	$	146
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	1,766
Ending balance: individually evaluated for impairment	$	1,766
Ending balance: collectively evaluated for impairment	$	—

12

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

	Notes
December 31, 2018	Receivable
Allowance for credit losses:
Ending balance	$	133
Ending balance: individually evaluated for impairment	$	133
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	2,321
Ending balance: individually evaluated for impairment	$	2,321
Ending balance: collectively evaluated for impairment	$	—

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.

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 March 31, 2019 and December 31, 2018, the Company’s notes receivables by credit quality indicator and by class of financing receivables (excluding unamortized discount on warrant and unamortized initial direct costs) are as follows (in thousands):

	Notes Receivable
	March 31, 2019		December 31, 2018
Pass	$	1,620	$	2,188
Special mention		—		—
Substandard		—		—
Doubtful		146		133
Total	$	1,766	$	2,321

13

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2019 and December 31, 2018, the Company’s impaired investment in financing receivables were as follows (in thousands):

	Impaired Investment in Financing Receivables
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
March 31, 2019	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		146		146		146		146		—
Total	$	146	$	146	$	146	$	146	$	—

	Impaired Investment in Financing Receivables
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
December 31, 2018	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		133		133		133		133		—
Total	$	133	$	133	$	133	$	133	$	—

As of March 31, 2019 and December 31 2018, investment in financing receivables is aged as follows (in thousands):

													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Financing		Days and
March 31, 2019	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	1,766	$	1,766	$	—

													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Financing		Days and
December 31, 2018	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	2,321	$	2,321	$	—

As of March 31, 2019 and December 31, 2018, the Company had no notes receivable on non-accrual status.

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.

14

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 months ended March 31, 2019 and 2018, 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
	March 31,
	2019		2018
Administrative costs reimbursed to Managing Member and/or affiliates	$	36	$	44
Asset management fees to Managing Member		9		13
Acquisition costs and note origination fees paid to Managing Member		—		26
	$	45	$	83

6. Commitments:

At March 31, 2019, there were commitments to fund investments in notes receivable totaling $250 thousand. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

7. Members’ Capital:

A total of 1,612,396 Units were issued and outstanding as of March 31, 2019 and December 31, 2018. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial Member (50 Units).

Distributions to the Other Members for the three months ended March 31, 2019 and 2018 are as follows (in thousands, except for Units and per Unit data):

	Three Months Ended
	March 31,
	2019		2018
Distributions declared	$	444	$	441
Weighted average number of Units outstanding		1,612,396		1,612,396
Weighted average distributions per Unit	$	0.28	$	0.27

8. Fair value measurements:

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

At March 31, 2019 and December 31, 2018, the Company’s warrants and investment securities were measured on a recurring basis.

15

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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, time to maturity, stock prices, exercise prices and number of warrants.

As of March 31, 2019 and December 31, 2018, the calculated fair value of the Fund’s warrant portfolio totaled $319 thousand and $561 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 and classified as Level 3 are as follows (in thousands):

	Three Months Ended
	March 31,
	2019		2018
Fair value of warrants at beginning of period	$	561	$	489
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)		—		22
Warrants converted to securities		(140)		—
Unrealized gain (loss) on fair value adjustment for warrants		(102)		10
Fair value of warrants at end of period	$	319	$	521

Impaired notes receivable (non-recurring)

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 three months ended March 31, 2019, the Company recorded fair value adjustment totaling $13 thousand relative to two impaired notes.  During the year ended December 31, 2018, the Company recorded fair value adjustments totaling $133 thousand relative to six impaired notes.

The fair value adjustments recorded in both years 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.

16

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation categorized as Level 3 in the fair value hierarchy at March 31, 2019 and December 31, 2018:

March 31, 2019
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.24 - $14.50
			Exercise price	$0.02 - $38.64
			Time to maturity (in years)	1.74 - 13.63
			Risk-free interest rate	2.22% - 2.49%
			Annualized volatility	23.63% - 130.03%

December 31, 2018
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.00 - $14.50
			Exercise price	$0.21 - $38.64
			Time to maturity (in years)	1.99 - 13.88
			Risk-free interest rate	2.48% - 2.76%
			Annualized volatility	23.58% - 292.35%

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.

Investment securities (recurring)

The Company’s investment securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations.

17

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The 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 fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 classified as Level 1 are as follows (in thousands):

	Three Months Ended
	March 31,
	2019		2018
Fair value of investment in securities at beginning of period	$	117	$	92
Unrealized gain on fair value of securities		(35)		126
Fair value of investment in securities at end of period	$	82	$	218

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 March 31, 2019 and December 31, 2018 (in thousands):

	March 31, 2019
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	512	$	512	$	—	$	—	$	512
Notes receivable, net		1,565		—		—		1,565		1,565
Investment in securities		82		82		—		—		82
Warrants		319		—		—		319		319

	December 31, 2018
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	214	$	214	$	—	$	—	$	214
Notes receivable, net		2,188		—		—		2,266		2,266
Investment in securities		117		117		—		—		117
Warrants		561		—		—		561		561

18

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.

Through March 31, 2019, 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 March 31, 2019, a total of 1,612,396 Units were issued and outstanding.

Results of Operations

The three months ended March 31, 2019 versus the three months ended March 31, 2018

The Company had net income of $84 thousand and $150 thousand for the three months ended March 31, 2019 and 2018, respectively. The results for the first quarter 2019 reflected a decrease in total revenues and an increase in total operating expenses when compared to prior year period.

Revenues

Total revenues for the three months ended March 31, 2019 decreased by $64 thousand, or 23%, as compared to the prior year period. Such decrease was largely caused by unfavorable changes of $112 thousand and $141 thousand in unrealized gains or losses on fair value adjustments for both warrants and securities, respectively. Partially offsetting the aforementioned decreases was a $161 thousand increase in gain on sales or dispositions of investment in securities, and a $48 thousand gain on early termination of notes receivable in the first quarter of 2019.

Expenses

Total expenses for the three months ended March 31, 2019 increased by $2 thousand, or 2%, as compared to the prior year period. The net increase in total expenses was mainly attributable to a $37 thousand, or 154%, unfavorable change in the provision for (reversal of) credit losses, due to an increase in uncollected amounts in the first quarter of 2019.  Such increase was partially offset by a $26 thousand, or 100%, decrease in acquisition expenses.

19

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $512 thousand and $214 thousand at March 31, 2019 and December 31, 2018, respectively. The liquidity of the Company varies, increasing to the extent cash flows from 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.

Cash Flows

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

	Three Months Ended
	March 31,
	2019		2018
Net cash provided by (used in):
Operating activities	$	(56)	$	67
Investing activities		837		(129)
Financing activities		(483)		(490)
Net increase (decrease) in cash and cash equivalents	$	298	$	(552)

The three months ended March 31, 2019 versus the three months ended March 31, 2018

During the three months ended March 31, 2019 and 2018, the Company’s primary source of liquidity was principal payments received on notes receivable totaling $363 thousand and $537 thousand, respectively.  In addition, the Company realized $326 thousand of proceeds from the early termination of notes receivable and $161 thousand of proceeds from sales or dispositions of investment in securities for the three months ended March 31, 2019. 

During the same respective periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $483 thousand and $490 thousand for the respective three months ended March 31, 2019 and 2018.

In addition, cash was used to pay invoices related to management fees and expenses, and other payables.

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 March 31, 2019.

The distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the ATEL Growth Capital Fund 8, LLC Prospectus dated August 20, 2012 (“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.

20

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 March 31, 2019 (in thousands)

														Total		Weighted
		Return of				Distribution				Total				Distribution		Average Units
Distribution Period (1)	Paid	Capital				of Income				Distribution				per Unit(2)		Outstanding(3)
Monthly and quarterly distributions
Oct 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 - Nov 2015	Jan - Dec 2015		1,779				—				1,779				1.10	1,618,296
Dec 2015 - Nov 2016	Jan - Dec 2016		1,780				—				1,780				1.10	1,618,296
Dec 2016 - Nov 2017	Jan - Dec 2017		1,776				—				1,776				1.10	1,615,306
Dec 2017 - Nov 2018	Jan - Dec 2018		1,772				—				1,772				1.10	1,612,396
Dec 2018 - Feb 2019	Jan - Mar 2019		444				—				444				0.28	1,612,396
		$	9,872			$	—			$	9,872			$	7.76
Source of distributions
Lease and loan payments/payoffs		$	9,872	100.00	%	$	—	0.00	%	$	9,872	100.00	%
Interest income			—	0.00	%		—	0.00	%		—	0.00	%
		$	9,872	100.00	%	$	—	0.00	%	$	9,872	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 escrow requirement was met) – November 30, 2012, December 1, 2012 – November 30, 2013, December 1, 2013 – November 30, 2014, December 1, 2014 – November 30, 2015, December 1, 2015 – November 30, 2016, December 1, 2016 – November 30, 2017, December 1, 2017 – November 30, 2018, and December 1, 2018 – February 28, 2019 respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At March 31, 2019, there were commitments to fund investments in notes receivable totaling $250 thousand. 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.

21

Recent Accounting Pronouncements

For detailed information on recent accounting pronouncements, see Note 2, Summary of significant accounting policies.

Significant Accounting Policies and Estimates

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

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes to the Company’s significant accounting policies since December 31, 2018.

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.

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 March 31, 2019 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.

22

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Documents filed as a part of this report

1. Financial Statement Schedules

All 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.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

23

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: May 10, 2019

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

24

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean L. Cash, certify that:

1.I have reviewed this quarterly report on Form 10-Q of ATEL Growth Capital Fund 8, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

9

Date:    May 10, 2019

/s/ Dean L. Cash

Dean L. Cash

Chairman of the Board, President and Chief Executive Officer

of AGC Managing Member, LLC (Managing Member)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paritosh K. Choksi, certify that:

1.I have reviewed this quarterly report on Form 10-Q of ATEL Growth Capital Fund 8, LLC;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2019

/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)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ATEL Growth Capital Fund 8, LLC (the “Company”) on Form 10-Q for the period ended March  31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean L. Cash, Chairman of the Board, President and Chief Executive Officer of AGC Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

9

Date: May 10, 2019

/s/ Dean L. Cash

Dean L. Cash

Chairman of the Board, President and

Chief Executive Officer of AGC Managing Member, LLC

(Managing Member)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ATEL Growth Capital Fund 8, LLC (the “Company”) on Form 10-Q for the period ended March  31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paritosh K. Choksi, Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2019

/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)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 30, 2019
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Registrant Name	ATEL Growth Capital Fund 8, LLC
Entity Central Index Key	0001537069
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Smaller reporting company	true
Entity Emerging Growth Company	false
Entity Units Outstanding		1,612,396

XML

Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 512	$ 214
Due from affiliates	69	34
Notes receivable, net	1,565	2,188
Investments in securities	421	281
Warrants, fair value	319	561
Prepaid expenses and other assets	2	7
Total assets	2,888	3,285
Accounts payable and accrued liabilities:
Due to Managing Member	86	63
Accrued distributions to Other Members	249	249
Total liabilities	335	312
Commitments and contingencies
Members' capital:
Managing Member
Other Members	2,553	2,973
Total Members' capital	2,553	2,973
Total liabilities and Members' capital	$ 2,888	$ 3,285

XML

Statements of Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts	$ 104	$ 122
Gain on early termination of notes receivable	48
Gain on sales or dispositions of investment in securities	161
Unrealized (loss) gain on fair value adjustment for investment in securities		141
Unrealized gain (loss) on fair value adjustment for warrants	(102)	10
Other	1	3
Total revenues	212	276
Expenses:
Asset management fees to Managing Member	9	13
Acquisition expense		26
Cost reimbursements to affiliates	36	44
Provision for (reversal of) credit losses	13	(24)
Professional fees	33	27
Outside services	22	29
Taxes on income and franchise fees	1
Bank charges	5	5
Printing and photocopying	3
Other	6	6
Total expenses	128	126
Net income	84	150
Net income:
Managing Member	60	49
Other Members	24	101
Net income	$ 84	$ 150
Net income per Limited Liability Company Unit (Other Members)	$ 0.01	$ 0.06
Weighted average number of Units outstanding	1,612,396	1,612,396

XML

Statements of Changes in Members' Capital - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Beginning Balance	$ 2,973	$ 4,870
Distributions to Other Members	(444)	(441)
Distributions to Managing Member	(60)	(49)
Net income	$ 84	150
Ending Balance (in Units)	1,612,396
Ending Balance	$ 2,553	$ 4,530
Other Members [Member]
Beginning Balance (in Units)	1,612,396	1,612,396
Beginning Balance	$ 2,973	$ 4,870
Distributions to Other Members	(444)	(441)
Net income	$ 24	$ 101
Ending Balance (in Units)	1,612,396	1,612,396
Ending Balance	$ 2,553	$ 4,530
Managing Member [Member]
Beginning Balance
Distributions to Managing Member	(60)	(49)
Net income	$ 60	$ 49

XML

Statements of Changes in Members' Capital (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Weighted average distributions per Unit	$ 0.28	$ 0.27
Other Members [Member]
Weighted average distributions per Unit	$ 0.28	$ 0.27

XML

Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating activities:
Net income	$ 84	$ 150
Adjustment to reconcile net income (loss) to cash provided by (used in) operating activities:
Accretion of note discount - warrants	(17)	(11)
Amortization of net note origination costs		9
Gain on early termination of notes receivable	(48)
Gain on sales or dispositions of equipment under operating leases, net	(161)
Provision for (reversal of) credit losses	13	(24)
Unrealized loss (gain) on fair value adjustment for warrants	102	(10)
Unrealized loss (gain) on fair value adjustment for investment securities		(141)
Changes in operating assets and liabilities:
Accounts receivable		13
Due from Managing Member and affiliates	(35)	109
Prepaid expenses and other assets	5	2
Accounts payable, Managing Member and affiliates	2	(28)
Accounts payable, other		(2)
Unearned fee income related to notes receivable	(1)
Net cash provided by (used in) operating activities	(56)	67
Investing activities:
Advance payments		(64)
Proceeds from early termination of notes receivable	326
Proceeds from sales or dispositions of investment in securities	161
Payments of note origination costs		(2)
Note receivable advances	(13)	(600)
Principal payments received on notes receivable	363	537
Net cash provided by (used in) investing activities	837	(129)
Financing activities:
Net cash used in financing activities	(483)	(490)
Net increase (decrease) in cash and cash equivalents	298	(552)
Cash and cash equivalents at beginning of period	214	1,255
Cash and cash equivalents at end of period	512	703
Schedule of non-cash investing and financing transactions:
Conversion of warrants to equity securities	140
Other Members [Member]
Operating activities:
Net income	24	101
Financing activities:
Distributions to Members	(444)	(441)
Schedule of non-cash investing and financing transactions:
Distributions payable to Members at period-end	249	248
Managing Member [Member]
Operating activities:
Net income	60	49
Financing activities:
Distributions to Members	(39)	(49)
Schedule of non-cash investing and financing transactions:
Distributions payable to Members at period-end	$ 27	$ 44

XML

Organization and Limited Liability Company Matters

3 Months Ended

Mar. 31, 2019

Organization and Limited Liability Company Matters [Abstract]

Organization and Limited Liability Company Matters

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 offering was terminated on August 20, 2014. Through March 31, 2019, 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 March 31, 2019, a total of 1,612,396 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.

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, 2018, filed with the Securities and Exchange Commission.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 months ended March 31, 2019 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 March 31, 2019, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments thereto.

Cash and cash equivalents:

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

Use of estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of 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 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 the United States.

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 probable impairment charges on notes receivable.

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

Investment in securities:

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

Purchased securities

The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s purchased securities not registered for public sale that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. As of March 31, 2019 and December 31, 2018, investments in equity securities totaled $421 thousand and $281 thousand, respectively. During the three months ended March 31, 2019, there were no unrealized gains or losses on fair valuation of investment securities. During the prior year period, the Company recorded unrealized gains of $141 thousand.  The Company recorded $161 thousand gains on sales or disposition of investment in securities during the three months ended March 31, 2019.  There were no such sales or dispositions during the prior year period.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. At March 31, 2019 and December 31, 2018, the Managing Member estimated the fair value of warrants to be $319 thousand and $561 thousand, respectively. During the three months ended March 31, 2019 and 2018, the Company recorded unrealized losses of $102 thousand and unrealized gains of $10 thousand, respectively, on the fair valuation of its warrants. During the first quarter of 2019, there was a net exercise of warrants in exchange for securities.  No exercises of any kind occurred during the comparative prior year period.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Fund’s cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from various industries.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net income per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

Fair value:

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

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

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

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

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.

Recent accounting pronouncements:

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

In November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). The new standard clarifies certain aspects of the new current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to our note receivables and direct financing leases, if any. The effective date and transition requirements in this Update are the same as the effective dates and transition requirements in Update 2016-13, as amended by this Update, which is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. Management is currently evaluating the impact of this standard on the financial statements and related disclosure requirements.

In August 2016, the FASB issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance was adopted beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and disclosures.

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Notes Receivable, Net

3 Months Ended

Mar. 31, 2019

Notes Receivable, Net [Abstract]

Notes Receivable, Net

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. As of March 31, 2019, the original terms of the notes receivable are from 24 to 84 months and bear interest at implicit or stated rates ranging from 10.57% to 18.06% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2019 through 2022.

At March 31, 2019, the Company had no notes receivable on non-accrual status.

As of March 31, 2019, the future minimum payments receivable are as follows (in thousands):

Nine months ending December 31, 2019	$	1,284
Year ending December 31, 2020		517
2021		155
		1,956
Less: portion representing unearned interest income, net		(190)
		1,766
Unamortized discount on warrants received		(60)
Unamortized initial direct costs		5
Less: allowance for credit losses		(146)
Notes receivable, net	$	1,565

XML

Allowance for Credit Losses

3 Months Ended

Mar. 31, 2019

Allowance for Credit Losses [Abstract]

Allowance for Credit Losses

4. Allowance for credit losses:

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

	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2017	$	33
Reversal of provision for credit losses		(24)
Balance March 31, 2018	$	9
	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2018	$	133
Provision for credit losses		13
Balance March 31, 2019	$	146

The Company’s allowance for credit losses and its recorded investment in notes receivable as of March 31, 2019 and December 31, 2018 as follows (in thousands):

	Notes
March 31, 2019	Receivable
Allowance for credit losses:
Ending balance	$	146
Ending balance: individually evaluated for impairment	$	146
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	1,766
Ending balance: individually evaluated for impairment	$	1,766
Ending balance: collectively evaluated for impairment	$	—

	Notes
December 31, 2018	Receivable
Allowance for credit losses:
Ending balance	$	133
Ending balance: individually evaluated for impairment	$	133
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	2,321
Ending balance: individually evaluated for impairment	$	2,321
Ending balance: collectively evaluated for impairment	$	—

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.

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 March 31, 2019 and December 31, 2018, the Company’s notes receivables by credit quality indicator and by class of financing receivables (excluding unamortized discount on warrant and unamortized initial direct costs) are as follows (in thousands):

	Notes Receivable
	March 31, 2019		December 31, 2018
Pass	$	1,620	$	2,188
Special mention		—		—
Substandard		—		—
Doubtful		146		133
Total	$	1,766	$	2,321

As of March 31, 2019 and December 31, 2018, the Company’s impaired investment in financing receivables were as follows (in thousands):

	Impaired Investment in Financing Receivables
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
March 31, 2019	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		146		146		146		146		—
Total	$	146	$	146	$	146	$	146	$	—

	Impaired Investment in Financing Receivables
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
December 31, 2018	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		133		133		133		133		—
Total	$	133	$	133	$	133	$	133	$	—

As of March 31, 2019 and December 31 2018, investment in financing receivables is aged as follows (in thousands):

													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Financing		Days and
March 31, 2019	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	1,766	$	1,766	$	—

													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Financing		Days and
December 31, 2018	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	2,321	$	2,321	$	—

As of March 31, 2019 and December 31, 2018, the Company had no notes receivable on non-accrual status.

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Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

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 months ended March 31, 2019 and 2018, 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
	March 31,
	2019		2018
Administrative costs reimbursed to Managing Member and/or affiliates	$	36	$	44
Asset management fees to Managing Member		9		13
Acquisition costs and note origination fees paid to Managing Member		—		26
	$	45	$	83

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Commitments

3 Months Ended

Mar. 31, 2019

Commitments [Abstract]

Commitments

6. Commitments:

At March 31, 2019, there were commitments to fund investments in notes receivable totaling $250 thousand. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

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Members' Capital

3 Months Ended

Mar. 31, 2019

Members' Capital [Abstract]

Members' Capital

7. Members’ Capital:

A total of 1,612,396 Units were issued and outstanding as of March 31, 2019 and December 31, 2018. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial Member (50 Units).

Distributions to the Other Members for the three months ended March 31, 2019 and 2018 are as follows (in thousands, except for Units and per Unit data):

	Three Months Ended
	March 31,
	2019		2018
Distributions declared	$	444	$	441
Weighted average number of Units outstanding		1,612,396		1,612,396
Weighted average distributions per Unit	$	0.28	$	0.27

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Fair Value Measurements

3 Months Ended

Mar. 31, 2019

Fair Value Measurements [Abstract]

Fair Value Measurements

8. Fair value measurements:

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

At March 31, 2019 and December 31, 2018, the Company’s warrants and investment securities were measured on a recurring basis.

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, time to maturity, stock prices, exercise prices and number of warrants.

As of March 31, 2019 and December 31, 2018, the calculated fair value of the Fund’s warrant portfolio totaled $319 thousand and $561 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 and classified as Level 3 are as follows (in thousands):

	Three Months Ended
	March 31,
	2019		2018
Fair value of warrants at beginning of period	$	561	$	489
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)		—		22
Warrants converted to securities		(140)		—
Unrealized gain (loss) on fair value adjustment for warrants		(102)		10
Fair value of warrants at end of period	$	319	$	521

Impaired notes receivable (non-recurring)

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 three months ended March 31, 2019, the Company recorded fair value adjustment totaling $13 thousand relative to two impaired notes.  During the year ended December 31, 2018, the Company recorded fair value adjustments totaling $133 thousand relative to six impaired notes.

The fair value adjustments recorded in both years 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 tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation categorized as Level 3 in the fair value hierarchy at March 31, 2019 and December 31, 2018:

March 31, 2019
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.24 - $14.50
			Exercise price	$0.02 - $38.64
			Time to maturity (in years)	1.74 - 13.63
			Risk-free interest rate	2.22% - 2.49%
			Annualized volatility	23.63% - 130.03%

December 31, 2018
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.00 - $14.50
			Exercise price	$0.21 - $38.64
			Time to maturity (in years)	1.99 - 13.88
			Risk-free interest rate	2.48% - 2.76%
			Annualized volatility	23.58% - 292.35%

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.

Investment securities (recurring)

The Company’s investment securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations.

The 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 fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 classified as Level 1 are as follows (in thousands):

	Three Months Ended
	March 31,
	2019		2018
Fair value of investment in securities at beginning of period	$	117	$	92
Unrealized gain on fair value of securities		(35)		126
Fair value of investment in securities at end of period	$	82	$	218

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 March 31, 2019 and December 31, 2018 (in thousands):

	March 31, 2019
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	512	$	512	$	—	$	—	$	512
Notes receivable, net		1,565		—		—		1,565		1,565
Investment in securities		82		82		—		—		82
Warrants		319		—		—		319		319

	December 31, 2018
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	214	$	214	$	—	$	—	$	214
Notes receivable, net		2,188		—		—		2,266		2,266
Investment in securities		117		117		—		—		117
Warrants		561		—		—		561		561

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Summary of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

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 months ended March 31, 2019 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 March 31, 2019, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments thereto.

Cash and Cash Equivalents

Cash and cash equivalents:

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

Use of Estimates

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

Segment reporting:

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

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

Allowance for Doubtful Accounts

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

Valuation Adjustments

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

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

Investment in Securities

Investment in securities:

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

Purchased securities

The Company’s purchased securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s purchased securities not registered for public sale that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. As of March 31, 2019 and December 31, 2018, investments in equity securities totaled $421 thousand and $281 thousand, respectively. During the three months ended March 31, 2019, there were no unrealized gains or losses on fair valuation of investment securities. During the prior year period, the Company recorded unrealized gains of $141 thousand.  The Company recorded $161 thousand gains on sales or disposition of investment in securities during the three months ended March 31, 2019.  There were no such sales or dispositions during the prior year period.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. At March 31, 2019 and December 31, 2018, the Managing Member estimated the fair value of warrants to be $319 thousand and $561 thousand, respectively. During the three months ended March 31, 2019 and 2018, the Company recorded unrealized losses of $102 thousand and unrealized gains of $10 thousand, respectively, on the fair valuation of its warrants. During the first quarter of 2019, there was a net exercise of warrants in exchange for securities.  No exercises of any kind occurred during the comparative prior year period.

Credit Risk

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Fund’s cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from various industries.

Per Unit Data

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net income per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

Fair Value

Fair value:

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

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

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

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

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.

Recent Accounting Pronouncements

Recent accounting pronouncements:

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

In November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). The new standard clarifies certain aspects of the new current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to our note receivables and direct financing leases, if any. The effective date and transition requirements in this Update are the same as the effective dates and transition requirements in Update 2016-13, as amended by this Update, which is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. Management is currently evaluating the impact of this standard on the financial statements and related disclosure requirements.

In August 2016, the FASB issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance was adopted beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on its financial statements and disclosures.

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Notes Receivable, Net (Tables)

3 Months Ended

Mar. 31, 2019

Notes Receivable, Net [Abstract]

Minimum Future Payments Receivable

As of March 31, 2019, the future minimum payments receivable are as follows (in thousands):

Nine months ending December 31, 2019	$	1,284
Year ending December 31, 2020		517
2021		155
		1,956
Less: portion representing unearned interest income, net		(190)
		1,766
Unamortized discount on warrants received		(60)
Unamortized initial direct costs		5
Less: allowance for credit losses		(146)
Notes receivable, net	$	1,565

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Allowance for Credit Losses (Tables)

3 Months Ended

Mar. 31, 2019

Allowance for Credit Losses [Abstract]

Activity in Allowance for Credit Losses

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

	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2017	$	33
Reversal of provision for credit losses		(24)
Balance March 31, 2018	$	9
	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2018	$	133
Provision for credit losses		13
Balance March 31, 2019	$	146

Recorded Investment in Financing Receivables

The Company’s allowance for credit losses and its recorded investment in notes receivable as of March 31, 2019 and December 31, 2018 as follows (in thousands):

	Notes
March 31, 2019	Receivable
Allowance for credit losses:
Ending balance	$	146
Ending balance: individually evaluated for impairment	$	146
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	1,766
Ending balance: individually evaluated for impairment	$	1,766
Ending balance: collectively evaluated for impairment	$	—

	Notes
December 31, 2018	Receivable
Allowance for credit losses:
Ending balance	$	133
Ending balance: individually evaluated for impairment	$	133
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	2,321
Ending balance: individually evaluated for impairment	$	2,321
Ending balance: collectively evaluated for impairment	$	—

Financing Receivables by Credit Quality Indicator and by Class

At March 31, 2019 and December 31, 2018, the Company’s notes receivables by credit quality indicator and by class of financing receivables (excluding unamortized discount on warrant and unamortized initial direct costs) are as follows (in thousands):

	Notes Receivable
	March 31, 2019		December 31, 2018
Pass	$	1,620	$	2,188
Special mention		—		—
Substandard		—		—
Doubtful		146		133
Total	$	1,766	$	2,321

Schedule of Impaired Loans

As of March 31, 2019 and December 31, 2018, the Company’s impaired investment in financing receivables were as follows (in thousands):

	Impaired Investment in Financing Receivables
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
March 31, 2019	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		146		146		146		146		—
Total	$	146	$	146	$	146	$	146	$	—

	Impaired Investment in Financing Receivables
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
December 31, 2018	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		133		133		133		133		—
Total	$	133	$	133	$	133	$	133	$	—

Net Investment in Financing Receivables by Age

As of March 31, 2019 and December 31 2018, investment in financing receivables is aged as follows (in thousands):

													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Financing		Days and
March 31, 2019	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	1,766	$	1,766	$	—

													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Financing		Days and
December 31, 2018	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	2,321	$	2,321	$	—

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Affiliates Earned Commissions and Billed for Reimbursements Pursuant to Operating Agreement

During the three months ended March 31, 2019 and 2018, 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
	March 31,
	2019		2018
Administrative costs reimbursed to Managing Member and/or affiliates	$	36	$	44
Asset management fees to Managing Member		9		13
Acquisition costs and note origination fees paid to Managing Member		—		26
	$	45	$	83

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Members' Capital (Tables)

3 Months Ended

Mar. 31, 2019

Members' Capital [Abstract]

Distributions to Other Members

Distributions to the Other Members for the three months ended March 31, 2019 and 2018 are as follows (in thousands, except for Units and per Unit data):

	Three Months Ended
	March 31,
	2019		2018
Distributions declared	$	444	$	441
Weighted average number of Units outstanding		1,612,396		1,612,396
Weighted average distributions per Unit	$	0.28	$	0.27

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Measurements [Abstract]

Fair Value, Warrants Measured on Recurring Basis

The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 and classified as Level 3 are as follows (in thousands):

	Three Months Ended
	March 31,
	2019		2018
Fair value of warrants at beginning of period	$	561	$	489
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)		—		22
Warrants converted to securities		(140)		—
Unrealized gain (loss) on fair value adjustment for warrants		(102)		10
Fair value of warrants at end of period	$	319	$	521

Summary of Valuation Techniques and Significant Unobservable Inputs

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation categorized as Level 3 in the fair value hierarchy at March 31, 2019 and December 31, 2018:

March 31, 2019
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.24 - $14.50
			Exercise price	$0.02 - $38.64
			Time to maturity (in years)	1.74 - 13.63
			Risk-free interest rate	2.22% - 2.49%
			Annualized volatility	23.63% - 130.03%

December 31, 2018
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.00 - $14.50
			Exercise price	$0.21 - $38.64
			Time to maturity (in years)	1.99 - 13.88
			Risk-free interest rate	2.48% - 2.76%
			Annualized volatility	23.58% - 292.35%

Fair Value, Investment Securities Measured on Recurring Basis

The fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 classified as Level 1 are as follows (in thousands):

	Three Months Ended
	March 31,
	2019		2018
Fair value of investment in securities at beginning of period	$	117	$	92
Unrealized gain on fair value of securities		(35)		126
Fair value of investment in securities at end of period	$	82	$	218

Estimated Fair Values of Financial Instruments

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 March 31, 2019 and December 31, 2018 (in thousands):

	March 31, 2019
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	512	$	512	$	—	$	—	$	512
Notes receivable, net		1,565		—		—		1,565		1,565
Investment in securities		82		82		—		—		82
Warrants		319		—		—		319		319

	December 31, 2018
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	214	$	214	$	—	$	—	$	214
Notes receivable, net		2,188		—		—		2,266		2,266
Investment in securities		117		117		—		—		117
Warrants		561		—		—		561		561

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Organization and Limited Liability Company Matters (Narrative) (Details) - USD ($)	3 Months Ended	88 Months Ended
	Mar. 31, 2019	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2011
Business activities, description	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
Business formation date	Dec. 08, 2011
Business formation State	California
Contributions of capital, initial						$ 500
Capital contribution		$ 16,200,000
Units issued	1,612,396	1,612,396
Units outstanding	1,612,396	1,612,396
Other Members [Member]
Units issued	1,612,396	1,612,396	1,612,396
Units outstanding	1,612,396	1,612,396	1,612,396	1,612,396	1,612,396

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Summary of Significant Accounting Policies (Narrative) (Details)	3 Months Ended
	Mar. 31, 2019 USD ($) segment	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Investment in securities	$ 421,000		$ 281,000
Gain on sales or dispositions of investment in securities	161,000
Unrealized (loss) gain on fair value adjustment for investment in securities		$ 141,000
Warrants, fair value	319,000		$ 561,000
Unrealized gain (loss) on fair value adjustment for warrants	$ (102,000)	$ 10,000
North America [Member] | Operating Revenue [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of operating segments | segment	1
Number of reportable segments | segment	1
Percentage of operating revenue	100.00%
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Required assets value of financial institutions for cash deposits	$ 10,000,000,000
Accounts receivable, period for non-accrual status	90 days
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
U.S. Treasury instruments maturity period	90 days
Cash deposits, insured amount	$ 250,000
Accounts receivable, period for review of impairment	90 days

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Notes Receivable, Net (Narrative) (Details)	3 Months Ended
	Mar. 31, 2019
Financing Receivable, Recorded Investment, Past Due [Line Items]
Notes receivable, maturity date, description	have maturity dates ranging from 2019 through 2022.
Minimum [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Terms of the notes receivable	24 months
Notes receivable, interest rate	10.57%
Maximum [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Terms of the notes receivable	84 months
Notes receivable, interest rate	18.06%

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Notes Receivable, Net (Schedule of Notes Receivable on Non-Accrual Status) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Notes Receivable, Net [Abstract]
Loss on termination of notes receivable	$ 48

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Notes Receivable, Net (Minimum Future Payments Receivable) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Notes Receivable, Net [Abstract]
Nine months ending December 31, 2019	$ 1,284
Year ending December 31, 2020	517
2021	155
Notes receivable, gross	1,956
Less: portion representing unearned interest income, net	(190)
Notes receivable	1,766	$ 2,321
Unamortized discount on warrants received	(60)
Unamortized initial direct costs	5
Less: allowance for credit losses	(146)
Notes receivable, net	$ 1,565	$ 2,188

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Allowance for Credit Losses (Activity in Allowance for Credit Losses) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for (reversal of) credit losses	$ 13	$ (24)
Ending Balance	146
Valuation Adjustments on Financing Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Beginning Balance	133	33
Provision for (reversal of) credit losses	13	(24)
Ending Balance	$ 146	$ 9

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Allowance for Credit Losses (Recorded Investment in Financing Receivables) (Details) - Notes Receivable [Member] - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Allowances for credit losses:
Ending balance	$ 146	$ 133
Ending balance: individually evaluated for impairment	146	133
Ending balance: collectively evaluated for impairment
Financing receivables:
Ending balance	1,766	2,321
Ending balance: individually evaluated for impairment	1,766	$ 2,321
Ending balance: collectively evaluated for impairment

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Allowance for Credit Losses (Financing Receivables by Credit Quality Indicator and by Class) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment [Line Items]
Notes receivable	$ 1,766	$ 2,321
Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Notes receivable	1,620	2,188
Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Notes receivable	$ 146	$ 133

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Allowance for Credit Losses (Schedule of Impaired Loans) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Allowance for Credit Losses [Abstract]
Notes receivable, With no allowance recorded, Recorded investment
Notes receivable, With no allowance recorded, Unpaid principal balance
Notes receivable, With no allowance recorded, Average recorded investment
Notes receivable, With no allowance recorded, Interest income recognized
Notes receivable, With an allowance recorded, Recorded investment	$ 146	133
Notes receivable, With an allowance recorded, Unpaid principal balance	146	133
Notes receivable, With an allowance recorded, Related allowance	146	133
Notes receivable, With an allowance recorded, Average recorded investment	146	133
Notes receivable, With an allowance recorded, Interest income recognized
Recorded investment, Total	146	133
Unpaid principal balance, Total	146	133
Average recorded investment, Total	$ 146	133
Interest income recognized, Total

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Allowance for Credit Losses (Net Investment in Financing Receivables by Age) (Details) - Notes Receivable [Member] - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due
Current	1,766	$ 2,321
Total financing receivables	1,766	2,321
Recorded Investment > 90 Days and Accruing
Financing Receivables 31-60 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due
Financing Receivables 61-90 Days Past Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due
Greater Than 90 Days [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total past due

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Related Party Transactions (Managing Member and/or Affiliates Earned Commissions and Billed for Reimbursements Pursuant to Operating Agreement (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Related Party Transactions [Abstract]
Administrative costs reimbursed to Managing Member and/or affiliates	$ 36	$ 44
Asset management fees to Managing Member	9	13
Acquisition costs and note origination fees paid to Managing Member		26
Related party transaction, total	$ 45	$ 83

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Commitments (Narrative) (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Related Party Transactions [Abstract]
Commitments to fund investments in notes receivable	$ 250

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Members' Capital (Narrative) (Details) - shares	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Other Members Capital Account [Line Items]
Members capital account, Units issued	1,612,396
Members capital account, Units outstanding	1,612,396
Members capital account, Units authorized	7,500,000	7,500,000
Other Members [Member]
Other Members Capital Account [Line Items]
Members capital account, Units issued	1,612,396	1,612,396
Members capital account, Units outstanding	1,612,396	1,612,396	1,612,396	1,612,396
Initial Member [Member]
Other Members Capital Account [Line Items]
Members capital account, Units issued	50	50

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Members' Capital (Distributions to Other Members) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Members' Capital [Abstract]
Distributions declared	$ 444	$ 441
Weighted average number of Units outstanding	1,612,396	1,612,396
Weighted average distributions per Unit	$ 0.28	$ 0.27

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Fair Value Measurements [Abstract]
Warrants, fair value	$ 319		$ 561
Fair value adjustments recorded on notes receivable	$ 13	$ (24)

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Fair Value Measurements (Fair Value, Warrants Measured on Recurring Basis) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair value of warrants at beginning of period	$ 561
Unrealized gain (loss) on fair value adjustment for warrants	(102)	$ 10
Fair value of warrants at end of period	319
Level 3 Estimated Fair Value [Member]
Fair value of warrants at beginning of period	561	489
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)		22
Warrants converted to securities	(140)
Unrealized gain (loss) on fair value adjustment for warrants	(102)	10
Fair value of warrants at end of period	$ 319	$ 521

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Fair Value Measurements (Fair Value, Investment Securities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Unrealized gain on fair value of securities		$ 141
Level 1 Estimated Fair Value [Member]
Fair value of securities at beginning of period	$ 117	92
Unrealized gain on fair value of securities	(35)	126
Fair value of securities at end of period	$ 82	$ 218

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Fair Value Measurements (Summary of Valuation Techniques and Significant Unobservable Inputs Used) (Details) - Level 3 Estimated Fair Value [Member] - Recurring [Member] - Warrant [Member] - Black-Scholes formulation [Member]	Mar. 31, 2019 $ / shares USD ($)	Dec. 31, 2018 $ / shares USD ($)
Minimum [Member] | Unobservable Inputs, Stock Price [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	0.24	0.00
Minimum [Member] | Unobservable Inputs, Exercise Price [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	0.02	0.21
Minimum [Member] | Unobservable Inputs, Time to Maturity (in years) [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values | $	1.74	1.99
Minimum [Member] | Unobservable Inputs, Risk-Free Interest Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	0.0222	0.0248
Minimum [Member] | Unobservable Inputs, Annualized volatility [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	0.2363	0.2358
Maximum [Member] | Unobservable Inputs, Stock Price [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	14.50	14.50
Maximum [Member] | Unobservable Inputs, Exercise Price [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	38.64	38.64
Maximum [Member] | Unobservable Inputs, Time to Maturity (in years) [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values | $	13.63	13.88
Maximum [Member] | Unobservable Inputs, Risk-Free Interest Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	0.0249	0.0276
Maximum [Member] | Unobservable Inputs, Annualized volatility [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Warrants, Range of Input Values	1.3003	2.9235

XML

Fair Value Measurements (Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Financial assets:
Warrants	$ 319	$ 561
Level 1 Estimated Fair Value [Member]
Financial assets:
Investment in securities	82	117	$ 218	$ 92
Level 3 Estimated Fair Value [Member]
Financial assets:
Warrants	319	561	$ 521	$ 489
Carrying Amount [Member]
Financial assets:
Cash and cash equivalents	512	214
Notes receivable, net	1,565	2,188
Investment in securities	82	117
Warrants	319	561
Estimate of Fair Value [Member]
Financial assets:
Cash and cash equivalents	512	214
Notes receivable, net	1,565	2,266
Investment in securities	82	117
Warrants	319	561
Estimate of Fair Value [Member] | Level 1 Estimated Fair Value [Member]
Financial assets:
Cash and cash equivalents	512	214
Investment in securities	82	117
Estimate of Fair Value [Member] | Level 2 Estimated Fair Value [Member]
Financial assets:
Cash and cash equivalents
Notes receivable, net
Investment in securities
Warrants
Estimate of Fair Value [Member] | Level 3 Estimated Fair Value [Member]
Financial assets:
Notes receivable, net	1,565	2,266
Warrants	$ 319	$ 561