Form 10-Q

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

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

For the quarterly period ended September 30, 2014

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

For the transition period from         to         

Commission File number 000-54356

ATEL 14, LLC

(Exact name of registrant as specified in its charter)

California		26-4695354
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111

(Address of principal executive offices)

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

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

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

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

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

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

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

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

The number of Limited Liability Company Units outstanding as of October 31, 2014 was 8,386,015.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL 14, LLC
 
Index

Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2014 and December 31, 2013			3
Statements of Operations for the three and nine months ended September 30, 2014 and 2013			4
Statements of Changes in Members’ Capital for the year ended December 31, 2013 and for the nine months ended September 30, 2014			5
Statements of Cash Flows for the three and nine months ended September 30, 2014 and 2013			6
Notes to the Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 4. Controls and Procedures			34
Part II. Other Information			36
Item 1. Legal Proceedings			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 3. Defaults Upon Senior Securities			36
Item 4. Mine Safety Disclosures			36
Item 5. Other Information			36
Item 6. Exhibits			36

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ATEL 14, LLC
 
BALANCE SHEETS
 
SEPTEMBER 30, 2014 AND DECEMBER 31, 2013
(In Thousands)

		September 30, 2014				December 31, 2013
		(Unaudited)
ASSETS
Cash and cash equivalents		$	4,513			$	3,090
Accounts receivable, net of allowance for doubtful accounts of $25 at September 30, 2014 and $15 at December 31, 2013			3,342				239
Notes receivable, net of unearned interest income of $249 at September 30, 2014 and $479 at December 31, 2013			1,854				4,299
Investment in securities			318				293
Fair value of warrants			539				784
Investments in equipment and leases, net of accumulated depreciation of $23,970 at September 30, 2014 and $20,437 at December 31, 2013			51,841				63,530
Prepaid expenses and other assets			113				116
Total assets		$	62,520			$	72,351
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	66			$	66
Affiliates			326				325
Accrued distributions to Other Members			816				816
Other			264				235
Deposits due lessees			25				25
Non-recourse debt			21,397				25,543
Long-term debt			2,068				2,068
Unearned operating lease income			439				387
Total liabilities			25,401				29,465
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			37,119				42,886
Total Members’ capital			37,119				42,886
Total liabilities and Members’ capital		$	62,520			$	72,351

See accompanying notes.

3

ATEL 14, LLC
 
STATEMENTS OF OPERATIONS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2014 AND 2013
(In Thousands Except for Units and Per Unit Data)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Revenues:
Leasing and lending activities:
Operating leases		$	3,316			$	3,280			$	10,255			$	10,176
Direct financing leases			14				22				45				61
Interest on notes receivable			51				167				228				602
Gain on sales of lease assets and early termination of notes receivable			869				386				1,477				509
Gain on sales or dispositions of securities			22				137				79				137
Unrealized loss on fair valuation of warrants			(144	)			—				(245	)			—
Interest income			—				1				—				1
Other			13				31				28				48
Total revenues			4,141				4,024				11,867				11,534
Expenses:
Depreciation of operating lease assets			2,556				2,618				7,992				8,187
Asset management fees to Managing Member			181				183				566				574
Acquisition expense			138				139				303				568
Cost reimbursements to Managing Member and/or affiliates			393				364				1,167				1,078
(Reversal of) provision for credit losses			(21	)			(1	)			10				—
Impairment losses on equipment			—				—				42				—
Amortization of initial direct costs			25				38				87				114
Interest expense			162				86				516				263
Professional fees			21				52				117				198
Outside services			12				16				50				64
Taxes on income and franchise fees			5				14				20				47
Bank charges			50				43				149				147
Railcar maintenance			73				133				355				625
Other			37				70				140				206
Total expenses			3,632				3,755				11,514				12,071
Net income (loss)		$	509			$	269			$	353			$	(537	)
Net income (loss):
Managing Member		$	153			$	153			$	459			$	459
Other Members			356				116				(106	)			(996	)
		$	509			$	269			$	353			$	(537	)
Net income (loss) per Limited Liability Company Unit (Other Members)		$	0.04			$	0.01			$	(0.01	)		$	(0.12	)
Weighted average number of Units outstanding			8,386,015				8,387,357				8,386,015				8,392,766

See accompanying notes.

4

ATEL 14, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 
FOR THE YEAR ENDED DECEMBER 31, 2013
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2014
(In Thousands Except for Units and Per Unit Data)

		Other Members								Managing Member				Total
		Units				Amount
Balance December 31, 2012			8,395,515			$	51,072			$	—			$	51,072
Repurchase of Units			(9,500	)			(65	)			—				(65	)
Distributions to Other Members ($0.90 per Unit)			—				(7,550	)			—				(7,550	)
Distributions to Managing Member			—				—				(612	)			(612	)
Net (loss) income			—				(571	)			612				41
Balance December 31, 2013			8,386,015				42,886				—				42,886
Distributions to Other Members ($0.68 per Unit)			—				(5,661	)			—				(5,661	)
Distributions to Managing Member			—				—				(459	)			(459	)
Net (loss) income			—				(106	)			459				353
Balance September 30, 2014 (Unaudited)			8,386,015			$	37,119			$	—			$	37,119

See accompanying notes.

5

ATEL 14, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2014 AND 2013
(In Thousands)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Operating activities:
Net income (loss)		$	509			$	269			$	353			$	(537	)
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Gain on sales of assets and early termination of notes			(869	)			(386	)			(1,477	)			(509	)
Depreciation of operating lease assets			2,556				2,618				7,992				8,187
Amortization of initial direct costs			25				38				87				114
(Reversal of) provision for credit losses			(21	)			(1	)			10				—
Impairment losses on equipment			—				—				42				—
Gain on sales or dispositions of securities			(22	)			(137	)			(79	)			(137	)
Unrealized loss on fair valuation of warrants			144				—				245				—
Changes in operating assets and liabilities:
Accounts receivable			112				59				72				67
Prepaid expenses and other assets			(33	)			(54	)			3				(7	)
Accounts payable, Managing Member			—				(32	)			—				(7	)
Accrued distributions to Other Members			—				1				—				—
Accounts payable, other			19				277				22				254
Accrued liabilities, affiliates			(31	)			13				1				(23	)
Deposits due lessees			—				(80	)			—				(80	)
Unearned operating lease income			3				7				52				111
Net cash provided by operating activities			2,392				2,592				7,323				7,433
Investing activities:
Purchases of equipment and improvements on operating leases			(15	)			—				(105	)			(6,115	)
Purchase of securities			—				—				(25	)			—
Proceeds from sales of lease assets and early termination of notes receivable			491				5,162				2,719				5,980
Payments of initial direct costs			—				(30	)			—				(56	)
Principal payments received on direct financing leases			86				75				245				211
Note receivable advances			—				—				—				(362	)
Proceeds from sale of securities			22				137				79				137
Principal payments received on notes receivable			311				544				1,453				2,006
Net cash provided by investing activities			895				5,888				4,366				1,801
Financing activities:
Borrowings under non-recourse debt			—				1,389				3,189				8,590
Repayments under non-recourse debt			(2,429	)			(3,781	)			(7,335	)			(7,270	)
Repayments under acquisition facility			—				—				—				(4,220	)
Distributions to Other Members			(1,887	)			(1,888	)			(5,661	)			(5,663	)
Distributions to Managing Member			(153	)			(153	)			(459	)			(459	)
Repurchase or rescissions of Units			—				(65	)			—				(65	)
Net cash used in financing activities			(4,469	)			(4,498	)			(10,266	)			(9,087	)
Net (decrease) increase in cash and cash equivalents			(1,182	)			3,982				1,423				147
Cash and cash equivalents at beginning of period			5,695				5,603				3,090				9,438
Cash and cash equivalents at end of period		$	4,513			$	9,585			$	4,513			$	9,585

See accompanying notes.

6

ATEL 14, LLC
 
STATEMENTS OF CASH FLOWS – (continued)
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2014 AND 2013
(In Thousands)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Supplemental disclosures of cash flow information:
Cash paid during the period for interest		$	145			$	82			$	470			$	259
Cash paid during the period for taxes		$	—			$	—			$	49			$	55
Schedule of non-cash transactions:
Distributions payable to Other Members at period-end		$	816			$	816			$	816			$	816
Distributions payable to Managing Member at period-end		$	66			$	66			$	66			$	66
Exchange of note receivable for direct equity investment		$	—			$	—			$	—			$	260
Improvements to equipment on operating leases		$	7			$	—			$	7			$	—
Amount due from sale of lease assets		$	3,185			$	—			$	3,185			$	—

See accompanying notes.

7

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. Prior to May 9, 2011, the Manager was named ATEL Associates 14, LLC. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 6, 2011.

As of September 30, 2014, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $84.0 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 8,386,015 Units were issued and outstanding.

The Fund, or Managing Member on behalf of the Fund, has incurred costs in connection with the organization, registration and issuance of the Units. The amount of such costs to be borne by the Fund is limited by certain provisions of the ATEL 14, LLC amended and restated limited liability company operating agreement dated October 7, 2009 (the “Operating Agreement”).

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by its Operating Agreement, as amended.

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

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

8

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature.

Operating results for the three and nine months ended September 30, 2014 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 unaudited financial statements, the Managing Member has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2014, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements, and adjustments thereto.

Use of estimates:

The preparation of 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 those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with ASC 840-20-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360-10-35-43).

The Company does not use the equipment held in its portfolio, but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a

9

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

material reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Company’s quarterly impairment analysis, as described in Note 5. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.

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

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

Segment reporting:

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

The primary geographic region in which the Company seeks leasing opportunities is North America. All of the Company’s current operating revenues and long-lived assets relate to customers domiciled in North America.

Investment in securities:

Purchased securities

Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. The Company had $318 thousand and $293 thousand of purchased securities at September 30, 2014 and December 31, 2013, respectively. There were no sales or dispositions of securities during the respective three and nine months ended September 30, 2014 and 2013.

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. During the respective three and nine months ended September 30, 2014, the Company recorded unrealized losses of $144 thousand and $245 thousand on fair valuation of its warrants. The unrealized losses reduced the estimated fair value of the Company’s portfolio of warrants to $539 thousand at September 30, 2014 from $784 thousand at December 31, 2013. There were no unrealized gains or losses recorded during the prior year periods. The Company realized $22 thousand and $79 thousand of gains from the net exercise of warrants during the three and nine months ended September 30, 2014. By comparison, such realized gains from the net exercise of warrants totaled $137 thousand for both the three and nine months ended September 30, 2013.

10

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Per Unit data:

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

Recent Accounting Pronouncements:

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

In August 2014, the FASB issued Accounting Standards Update 2014 – 15, Presentation of Financial Statements — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance relative to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The original terms of the notes receivable are from 11 to 42 months and bear interest at rates ranging from 10.96% to 18.00% per annum. The notes are generally secured by the equipment financed. The notes mature from 2014 through 2016.

As of September 30, 2014, two notes receivable with net book values approximating $143 thousand and $130 thousand were on non-accrual status and were considered impaired relative to their payment terms. Such notes were modified to defer the repayment of principal until November 1, 2014 while maintaining interest-only payments at their original rates of 12.00%. Upon resumption of principal and interest payments, such monthly payments were adjusted such that the ultimate total payments would reflect interest earned at a composite rate of 18.00% per annum as related to the entire term of the indebtedness from the original funding dates. As of September 30, 2014, the notes were current with respect to their restructured terms; and, management has determined that no adjustments were necessary to reflect fair value. No notes receivable were impaired or in non-accrual status as of December 31, 2013.

11

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net: - (continued)

As of September 30, 2014, the minimum future payments receivable are as follows (in thousands):

Three months ending December 31, 2014		$	439
Year ending December 31, 2015			1,222
2016			438
			2,099
Less: portion representing unearned interest income			(249	)
			1,850
Unamortized initial direct costs			4
Notes receivable, net		$	1,854

Initial direct costs (“IDC”) amortization expense related to notes receivable and the Company’s operating and direct finance leases for the three and nine months ended September 30, 2014 and 2013 are as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
IDC amortization – notes receivable		$	2			$	9			$	11			$	29
IDC amortization – lease assets			23				29				76				85
Total		$	25			$	38			$	87			$	114

4. Allowance for credit losses:

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

		Accounts Receivable Allowance for Doubtful Accounts												Valuation Adjustments on Financing Receivables								Total Allowance for Credit Losses
		Notes Receivable				Finance Leases				Operating Leases				Notes Receivable				Finance Leases
Balance December 31, 2012		$	—			$	—			$	—			$	54			$	—			$	54
Provision for credit losses			—				—				15				—				—				15
Asset disposal			—				—				—				(54	)			—				(54	)
Balance December 31, 2013			—				—				15				—				—				15
Provision for credit losses			—				—				10				—				—				10
Balance September 30, 2014		$	—			$	—			$	25			$	—			$	—			$	25

Accounts receivable

Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and 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 lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.

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 lease or note payments outstanding less than 90 days. Based upon management’s judgment, such leases or notes may be placed in non-accrual status. Leases or notes placed on non-accrual status are

12

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, revenues on operating leases are recognized on a cash basis. All payments received on amounts billed under direct financing leases and notes receivable are applied only against outstanding principal balances.

Financing receivables

In addition to the allowance established for delinquent accounts receivable, the total allowance related solely to financing receivables also includes anticipated impairment charges on notes receivable and direct financing leases.

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.

The asset underlying a direct financing lease contract is considered impaired if the estimated undiscounted future cash flows of the asset are less than its net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market.

Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.

As of September 30, 2014 and December 31, 2013, the Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):

September 30, 2014		Notes Receivable				Finance Leases				Total
Allowance for credit losses:
Ending balance		$	—			$	—			$	—
Ending balance: individually evaluated for impairment		$	—			$	—			$	—
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—
Financing receivables:
Ending balance		$	1,8541			$	380			$	2,234
Ending balance: individually evaluated for impairment		$	1,854			$	380			$	2,234
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—

13

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

December 31, 2013		Notes Receivable				Finance Leases				Total
Allowance for credit losses:
Ending balance		$	—			$	—			$	—
Ending balance: individually evaluated for impairment		$	—			$	—			$	—
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—
Financing receivables:
Ending balance		$	4,2992			$	5583			$	4,857
Ending balance: individually evaluated for impairment		$	4,299			$	558			$	4,857
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—

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

Pass – Any account whose lessee/debtor, co-lessee/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.

14

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

At September 30, 2014 and December 31, 2013, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):

		Notes Receivable								Finance Leases
		September 30, 2014				December 31, 2013				September 30, 2014				December 31, 2013
Pass		$	1,577			$	4,047			$	380			$	557
Special mention			—				237				—				—
Substandard			273				—				—				—
Doubtful			—				—				—				—
Total		$	1,850			$	4,284			$	380			$	557

At September 30, 2014 and December 31, 2013, the investment in financing receivables is aged as follows (in thousands):

September 30, 2014		31 – 60 Days Past Due				61 – 90 Days Past Due				Greater Than 90 Days				Total Past Due				Current				Total Financing Receivables				Recorded Investment >90 Days and Accruing
Notes receivable		$	—			$	—			$	—			$	—			$	1,850			$	1,850			$	—
Finance leases			—				—				2				2				378				380				2
Total		$	—			$	—			$	2			$	2			$	2,228			$	2,230			$	2

December 31, 2013		31 – 60 Days Past Due				61 – 90 Days Past Due				Greater Than 90 Days				Total Past Due				Current				Total Financing Receivables				Recorded Investment >90 Days and Accruing
Notes receivable		$	—			$	—			$	—			$	—			$	4,284			$	4,284			$	—
Finance leases			12				—				—				12				545				557				—
Total		$	12			$	—			$	—			$	12			$	4,829			$	4,841			$	—

As discussed in Note 3, two of the Company’s notes receivable were in non-accrual status at September 30, 2014 and were considered impaired relative to their payment terms. As of the same date, the notes were current with respect to their restructured terms; and, management has determined that no adjustments were necessary to reflect fair value. No financing receivables were impaired or in nonaccrual status as of December 31, 2013.

As of September 30, 2014, certain investments in financing receivables with related accounts receivable past due more than 90 days were still on an accrual basis based on management’s assessment of the collectability of such receivables. However, these accounts receivable were fully reserved and included in the allowance for doubtful accounts presented above. As of December 31, 2013, there were no investments in financing receivables with related accounts receivable past due more than 90 days which were still on an accrual basis.

15

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Investments in equipment and leases, net:

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

		Balance December 31, 2013				Reclassifications, Additions/ Dispositions and Impairment Losses				Depreciation/ Amortization Expense or Amortization of Leases				Balance September 30, 2014
Net investment in operating leases		$	62,764			$	(3,579	)		$	(7,992	)		$	51,193
Net investment in direct financing leases			557				68				(245	)			380
Assets held for sale or lease, net			—				135				—				135
Initial direct costs, net of accumulated amortization of $281 at September 30, 2014 and $254 at December 31, 2013			209				—				(76	)			133
Total		$	63,530			$	(3,376	)		$	(8,313	)		$	51,841

Impairment of investments in leases:

Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted future rents from the existing lease contract. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances.

As a result of these reviews, the Company recorded $42 thousand of fair value adjustments during the first nine months of 2014 to reduce the cost basis of certain impaired off-lease computer hardware. None of such adjustments were related to the third quarter. Likewise, there were no fair value adjustments recorded during the third quarter and the first nine months of 2013.

The Company utilizes a straight line depreciation method over the term of the equipment lease for equipment on operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $2.6 million for each of the three months ended September 30, 2014 and 2013, and $8.0 million and $8.2 million for the respective nine months ended September 30, 2014 and 2013.

IDC amortization expense related to operating leases and direct financing leases totaled $23 thousand and $29 thousand for the respective three months ended September 30, 2014 and 2013; and $76 thousand and $85 thousand for the respective nine months ended September 30, 2014 and 2013.

16

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Operating leases:

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

		Balance December 31, 2013				Additions				Reclassifications or Dispositions				Balance September 30, 2014
Marine vessel		$	19,410			$	—			$	—			$	19,410
Transportation, rail			21,933				112				(2,982	)			19,063
Materials handling			11,931				—				(857	)			11,074
Manufacturing			6,661				—				1,865				8,526
Transportation			8,028				—				—				8,028
Construction			5,558				—				(205	)			5,353
Research			3,457				—				(1,207	)			2,250
Agriculture			851				—				—				851
Air support equipment			120				—				—				120
Office automation			322				—				(295	)			27
Mining			4,804				—				(4,804	)			—
Other			126				—				(7	)			119
			83,201				112				(8,492	)			74,821
Less accumulated depreciation			(20,437	)			(7,992	)			4,801				(23,628	)
Total		$	62,764			$	(7,880	)		$	(3,691	)		$	51,193

The average estimated residual value for assets on operating leases was 39% and 38% of the assets’ original cost at September 30, 2014 and December 31, 2013, respectively. There were no operating leases in non-accrual status at September 30, 2014 and December 31, 2013.

All of the Company’s leased property was acquired during the years from 2009 through 2013.

Direct financing leases:

As of September 30, 2014 and December 31, 2013, investment in direct financing leases consists of various types of materials handling, computer-related, research, cleaning and maintenance equipment.

The components of the Company’s investment in direct financing leases as of September 30, 2014 and December 31, 2013 are as follows (in thousands):

		September 30, 2014				December 31, 2013
Total minimum lease payments receivable		$	401			$	609
Estimated residual values of leased equipment (unguaranteed)			11				11
Investment in direct financing leases			412				620
Less unearned income			(32	)			(63	)
Net investment in direct financing leases		$	380			$	557

As of September 30, 2014 and December 31, 2013, there were no investments in direct financing leases in non-accrual status.

17

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

At September 30, 2014, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

		Operating Leases				Direct Financing Leases				Total
Three months ending December 31, 2014		$	2,938			$	95			$	3,033
Year ending December 31, 2015			9,813				285				10,098
2016			6,090				21				6,111
2017			4,745				—				4,745
2018			3,541				—				3,541
2019			1,004				—				1,004
		$	28,131			$	401			$	28,532

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of September 30, 2014 and December 31, 2013, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):

Equipment category		Useful Life
Transportation, rail			35 – 40
Marine vessel			20 – 30
Air support equipment			15 – 20
Manufacturing			10 – 15
Mining			10 – 15
Agriculture			7 – 10
Construction			7 – 10
Materials handling			7 – 10
Transportation			7 – 10
Research			5 – 7
Office automation			3 – 5

6. Related party transactions:

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

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

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

Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred.

18

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Related party transactions: - (continued)

The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.

The Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement, during the three and nine months ended September 30, 2014 and 2013 as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Administrative costs reimbursed to Managing Member and/or affiliates		$	393			$	364			$	1,167			$	1,078
Asset management fees to Managing Member			181				183				566				574
Acquisition and initial direct costs paid to Managing Member			138				169				303				624
		$	712			$	716			$	2,036			$	2,276

7. Non-recourse debt:

At September 30, 2014, non-recourse debt consists of notes payable to financial institutions. The notes are due in monthly installments. Interest on the notes is at fixed rates ranging from 1.41% to 3.00% per annum. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2014, gross operating lease rentals totaled approximately $22.4 million over the remaining lease terms; and the carrying value of the pledged assets is $42.7 million. The notes mature at various dates from 2014 through 2019.

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

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

		Principal				Interest				Total
Three months ending December 31, 2014		$	2,119			$	130			$	2,249
Year ending December 31, 2015			6,981				403				7,384
2016			4,136				270				4,406
2017			3,932				166				4,098
2018			3,233				71				3,304
2019			996				8				1,004
		$	21,397			$	1,048			$	22,445

19

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Long-term debt:

As of September 30, 2014, the $2.1 million of long-term debt consists of a note payable to a lender. Such debt was utilized during the fourth quarter of 2013 to partially fund the marine vessel and related bareboat charter purchased by the Fund and its affiliate, ATEL 15, LLC. The note bears interest at a fixed-rate of 3.5% per annum, to accrue in arrears on a monthly basis. The full pro rata principal amount of $2.1 million plus all outstanding accrued and unpaid interest of approximately $400 thousand shall be paid in one payment of $2.5 million due on May 25, 2019. The note is recourse to the residual value of the vessel which is expected to be well in excess of the note amount. In addition, the lender has recourse to the Fund’s general assets up to $2.5 million. The note does not contain any material financial covenants and is guaranteed as a senior obligation of the Fund.

9. Borrowing facilities:

The Company participates with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate. The Credit Facility was for an amount up to $60 million and set to expire in June 2014. During January 2014, the line was increased to $75 million, an affiliated participant added, and the expiration extended to June 2015. The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility. Such Credit Facility includes certain financial covenants.

As of September 30, 2014 and December 31, 2013, borrowings under the Credit Facility were as follows (in thousands):

		September 30, 2014				December 31, 2013
Total available under the financing arrangement		$	75,000			$	60,000
Amount borrowed by the Company under the acquisition facility			—				—
Amounts borrowed by affiliated partnerships and limited liability companies under the venture, acquisition and warehouse facilities			(2,857	)			(7,310	)
Total remaining available under the venture, acquisition and warehouse facilities		$	72,143			$	52,690

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of September 30, 2014, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.

As of September 30, 2014, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $37.1 million, 0.63 to 1, and 22.86 to 1, respectively,

20

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Borrowing facilities: - (continued)

as of September 30, 2014. As such, as of September 30, 2014, the Company was in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.

Fee and interest terms

The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. There were no borrowings outstanding at September 30, 2014 and December 31, 2013 as all outstanding borrowings under the Credit Facility had been repaid in January 2013. The weighted average rate of borrowings was 3.29% for the nine months ended September 30, 2013. There were no borrowings outstanding during the three and nine months ended September 30, 2014.

Warehouse facility

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

As of September 30, 2014, the investment program participants were ATEL 12, LLC, the Company, ATEL 15, LLC and ATEL 16, LLC. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro-rata portion of the obligations of each of the affiliated limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

There were no borrowings under the Warehouse Facility as of September 30, 2014 and December 31, 2013.

10. Commitments:

At September 30, 2014, there were no commitments to fund investments in notes receivable and to purchase lease assets.

11. Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

21

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

11. Guarantees: - (continued)

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

12. Members’ capital:

A total of 8,386,015 Units were issued and outstanding at both September 30, 2014 and December 31, 2013, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

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

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

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. The Company commenced periodic distributions in December 2009.

Distributions to the Other Members for the three and nine months ended September 30, 2014 and 2013 were as follows (in thousands except Units and per Unit data):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Distributions declared		$	1,887			$	1,888			$	5,661			$	5,663
Weighted average number of Units outstanding			8,386,015				8,387,375				8,386,015				8,392,766
Weighted average distributions per Unit		$	0.23			$	0.23			$	0.68			$	0.67

22

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements:

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

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

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

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

At September 30, 2014 and December 31, 2013, only the Company’s warrants were measured on a recurring basis. However, during the first nine months of 2014, the Company recorded non-recurring adjustments to reflect the fair values of certain impaired off-lease assets. None of such adjustments were related to the third quarter. Likewise, there was no fair value adjustments recorded during 2013. As of September 30, 2014, all previously impaired off-lease equipment had been disposed.

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

Such fair value adjustments utilized the following methodology:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of September 30, 2014 and December 31, 2013, the calculated fair value of the Fund’s warrant portfolio approximated $539 thousand and $784 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

23

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements: - (continued)

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

		Level 3 Assets
Balance at December 31, 2013		$	784
Unrealized loss on warrants, net recorded during the period			(245	)
Balance at September 30, 2014		$	539

Impaired off-lease equipment

During the first nine months of 2014, the Company recorded fair value adjustments totaling $42 thousand to reduce the cost basis of certain off-lease equipment (assets) deemed impaired during the first quarter. None of such adjustments were related to the third quarter. Likewise, the Company did not record non-recurring fair value adjustments relative to impaired equipment during 2013.

The fair value adjustments recorded during the first nine months of 2014 were non-recurring. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets were classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of such assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market. As of September 30, 2014, all previously impaired off-lease equipment had been disposed.

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at September 30, 2014 and December 31, 2013:

September 30, 2014

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$

0.05 – $1,000.00

Exercise price

$

0.05 – $1,000.00

Time to maturity (in years)

1.87 – 8.34

Risk-free interest rate

0.51% – 2.35%

Annualized volatility

16.04% – 100.00%

December 31, 2013

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$

0.04 – $1,000.00

Exercise price

$

0.04 – $1,000.00

Time to maturity (in years)

2.62 – 9.46

Risk-free interest rate

0.61% – 2.94%

Annualized volatility

17.80% – 100.00%

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

24

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements: - (continued)

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

Cash and cash equivalents

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

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 in securities

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

Non-recourse debt and Long-term debt

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

Commitments and Contingencies

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

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

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at September 30, 2014 and December 31, 2013 (in thousands):

		Fair Value Measurements at September 30, 2014
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	4,513			$	4,513			$	—			$	—			$	4,513
Notes receivable, net			1,854				—				—				1,854				1,854
Investment in securities			318				—				—				318				318
Fair value of warrants			539				—				—				539				539
Financial liabilities:
Non-recourse debt			21,397				—				—				21,356				21,356
Long-term debt			2,068				—				—				2,136				2,136

25

ATEL 14, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements: - (continued)

		Fair Value Measurements at December 31, 2013
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	3,090			$	3,090			$	—			$	—			$	3,090
Notes receivable, net			4,299				—				—				4,299				4,299
Investment in securities			293				—				—				293				293
Fair value of warrants			784				—				—				784				784
Financial liabilities:
Non-recourse debt			25,543				—				—				25,374				25,374
Long-term debt			2,068				—				—				2,056				2,056

26

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,” and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Company’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the market for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on October 6, 2011 with a total of 8,402,515 Units subscribed, representing contributions, net of rescissions and repurchases, approximating $84.0 million. As of September 30, 2014, 8,386,015 Units were issued and outstanding.

During 2011, the Company completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Company has reinvested cash flow in excess of certain amounts required to be distributed to the Other Members and/or utilized its credit facilities to acquire additional equipment. Throughout the Reinvestment Period, which ends December 31, 2017, the Company anticipates continued reinvestment of cash flow in excess of minimum distributions and other obligations. The Company is governed by its Limited Liability Company Operating Agreement (“Operating Agreement”), as amended.

The Company may continue until December 31, 2030. Periodic distributions are paid at the discretion of the Managing Member.

Results of Operations

The three months ended September 30, 2014 versus the three months ended September 30, 2013

The Company had net income of $509 thousand and $269 thousand for the three months ended September 30, 2014 and 2013, respectively. Results for the third quarter of 2014 reflect a decrease in total expenses and an increase in total revenues when compared to the prior year period.

27

Revenues

Total revenues for the third quarter of 2014 increased by $117 thousand, or 3%, as compared to the prior year period. The increase in revenues was largely due to an increase in gain on sales of lease assets and early termination of notes receivable partially offset by an unrealized loss on fair valuation of warrants and decreases in interest on notes receivable and gain on sales or dispositions of securities.

The increase in gains realized on sales of lease assets and early termination of notes receivable totaled $483 thousand and was mainly attributable to a $680 thousand gain realized on the sale of two drill rigs associated with a terminated lease during the current year period.

Partially offsetting the aforementioned increase in revenue was a $144 thousand unrealized loss on fair valuation of warrants, a $116 thousand decline in interest on notes receivable and a $115 thousand reduction in gain on sales or dispositions of securities. The unrealized loss on fair valuation of warrants was attributable to the revaluation of certain warrant positions in the Fund’s portfolio. Interest on notes receivable declined primarily due to loan amortization and early payoff of certain notes, which resulted in an approximate $3.0 million decrease in outstanding notes receivable since September 30, 2013. Finally, the reduction in gain on sales or dispositions of securities reflects a period over period decline in gains realized on net exercises of certain warrants.

Expenses

Total expenses for the third quarter of 2014 decreased by $123 thousand, or 3%, as compared to the prior year period. The decrease in total expenses was largely a result of decreases in depreciation expense, railcar maintenance costs, other expense and professional fees offset, in part, by an increase in interest expense.

The decrease in depreciation expense totaled $62 thousand and was largely a result of run-off and sales of lease assets. Railcar maintenance costs were lower by $60 thousand primarily due to railcar sales and a decline in required maintenance and repairs on the Fund’s remaining railcars. Other expense was reduced by $33 thousand largely due to lower allocated business development costs, consistent with the Fund’s declining lease and loan origination activities; and, professional fees declined by $31 thousand as a result of decreases in allocated audit fees.

The aforementioned decreases in expenses were partially offset by a $76 thousand increase in interest expense. Such increase was attributable to the $8.1 million increase in outstanding borrowings since September 30, 2013, most of which was utilized to finance a marine vessel acquired during the fourth quarter of 2013.

The nine months ended September 30, 2014 versus the nine months ended September 30, 2013

The Company had net income of $353 thousand and a net loss of $537 thousand for the nine months ended September 30, 2014 and 2013, respectively. Results for the first nine months of 2014 reflect a decrease in total expenses and an increase in total revenues when compared to the prior year period.

Revenues

Total revenues for the first nine months of 2014 increased by $333 thousand, or 3%, as compared to the prior year period. The increase was largely due to an increase in gain on sales of lease assets and early termination of notes receivable partially offset by a decline in interest on notes receivable and an unrealized loss on fair valuation of warrants.

The increase in gains realized on sales of lease assets and early termination of notes receivable totaled $968 thousand and was primarily due to $1.2 million of gains realized on sales of two drill rigs associated with a terminated lease during the current year period, and 99 railcars for scrap.

Partially offsetting the aforementioned increase in revenue was a $374 thousand decrease in interest on notes receivable. Such decrease was largely due to loan amortization and early payoff of certain notes, which resulted in an approximate $3.0 million decline in outstanding notes receivable since September 30, 2013. In addition, the Company recorded an unrealized loss on fair valuation of warrants totaling $245 thousand as a result of the revaluation of certain warrant positions in the Fund’s portfolio.

28

Expenses

Total operating expenses for the first nine months of 2014 decreased by $557 thousand, or 5%, as compared to the prior year period. The decrease in total expenses was largely a result of reductions in railcar maintenance costs, acquisition expense, depreciation expense, professional fees and other expense partially offset by increases in interest expense and cost reimbursements to the Manager and/or affiliates.

The decrease in railcar maintenance costs totaled $270 thousand and was primarily due to railcar sales and an overall decline in required maintenance and repairs on the Fund’s remaining railcars. Acquisition expense was lower by $265 thousand largely due to the period over period decline in lease acquisition and loan funding activities; and, depreciation expense decreased by $195 thousand largely due to run-off and sales of lease assets.

In addition, professional fees declined by $81 thousand as a result of decreases in allocated audit fees; and, other expense decreased by $66 thousand due to lower allocated business development costs.

The aforementioned decreases in expenses were partially offset by increases in interest expense and cost reimbursements to the Manager and/or affiliates totaling $253 thousand and $89 thousand, respectively. Interest expense increased mainly due to the $8.1 million increase in outstanding borrowings since September 30, 2013, most of which was utilized to finance a marine vessel acquired during the fourth quarter of 2013. Cost reimbursements to the Manager and/or affiliates increased primarily as a result of higher allocated costs associated with the Fund’s investment base.

Capital Resources and Liquidity

At September 30, 2014 and December 31, 2013, the Company’s cash and cash equivalents totaled $4.5 million and $3.1 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

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

Cash Flows

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Net cash provided by (used in):
Operating activities		$	2,392			$	2,592			$	7,323			$	7,433
Investing activities			895				5,888				4,366				1,801
Financing activities			(4,469	)			(4,498	)			(10,266	)			(9,087	)
Net (decrease) increase in cash and cash equivalents		$	(1,182	)		$	3,982			$	1,423			$	147

The three months ended September 30, 2014 versus the three months ended September 30, 2013

During the three months ended September 30, 2014 and 2013, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company realized $491 thousand and $5.2 million of proceeds from sales of lease assets and/or the early termination of notes receivable. During the prior year period, the Company also utilized borrowings totaling $1.4 million.

29

During the same comparative periods, cash was primarily used to repay debt and to pay distributions to both Other Members and the Managing Member. Cash used to repay debt totaled $2.4 million and $3.8 million for the respective three months ended September 30, 2014 and 2013; while distributions paid to both Other Members and Managing Member totaled $2.0 million for each of the aforementioned three month-periods.

The nine months ended September 30, 2014 versus the nine months ended September 30, 2013

During the nine months ended September 30, 2014 and 2013, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company utilized borrowings totaling $3.2 million and $8.6 million, and realized $2.7 million and $6.0 million of proceeds from sales of lease assets and/or the early termination of notes receivable during the respective nine months ended September 30, 2014 and 2013.

During the same comparative periods, cash was primarily used to repay debt, to pay distributions to both Other Members and the Managing Member, and to purchase equipment. Cash used to repay debt totaled $7.3 million and $11.5 million for the respective nine months ended September 30, 2014 and 2013; while distributions paid to both Other Members and Managing Member totaled $6.1 million for each of the aforementioned nine month-periods. Total equipment purchased for long-term operating leases amounted to $105 thousand and $6.1 million for the respective nine months ended September 30, 2014 and 2013. In addition, during the prior year period, the Fund used $362 thousand to fund investments in notes receivable.

Revolving credit facility

Effective June 15, 2010, the Company participated with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions as lenders. The Credit Facility is comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate. Such Credit Facility was for an amount up to $60 million and set to expire in June 2014. During January 2014, the line was increased to $75 million, an affiliated participant added, and the expiration extended to June 2015.

During the third quarter of 2010, the Company amended its Credit Facility with respect to the Warehouse Facility to suspend its participation in such Warehouse Facility while retaining its ability to borrow from time to time under the Acquisition Facility on the condition that it maintains with the lender (subject to certain provisions) cash collateral on deposit in an amount not less than the principal amount of loans outstanding from time to time. Commencing with the second quarter of 2011, the Company gained eligibility for full unrestricted participation under the Warehouse Facility as it was in compliance with all relevant financial covenants. At September 30, 2014 and December 31, 2013, the Company has no outstanding borrowings under the acquisition facility.

Compliance with covenants

The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company was in compliance with all applicable covenants under the Credit Facility as of September 30, 2014. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.

Material financial covenants

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

30

As of September 30, 2014, the material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10.0 million
Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.25 to 1
Collateral Value: Collateral value under the Warehouse Facility must be no less than the outstanding borrowings under that facility
EBITDA to Interest Ratio: Not to be less than 2 to 1 for the four fiscal quarters just ended

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

The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and (EBITDA) interest coverage ratio, as calculated per the Credit Facility agreement of $37.1 million, 0.63 to 1, and 22.86 to 1, respectively, as of September 30, 2014. As such, as of September 30, 2014, the Company was in compliance with all such material financial covenants.

Reconciliation to GAAP of EBITDA

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

The following is a reconciliation of net income to EBITDA, as defined in the loan agreement, for the twelve months ended September 30, 2014 (in thousands):

Net income – GAAP basis		$	931
Interest expense			606
Depreciation and amortization			10,374
Amortization of initial direct costs			120
Impairment losses			42
Provision for credit losses			25
Unrealized gain on fair valuation of warrants			(539	)
Principal payments received on direct financing leases			322
Principal payments received on notes receivable			1,971
EBITDA (for Credit Facility financial covenant calculation only)		$	13,852

Events of default, cross-defaults, recourse and security

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

31

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

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

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

Non-Recourse Long-Term Debt

As of September 30, 2014 and December 31, 2013, the Company had non-recourse long-term debt totaling $21.4 million and $25.5 million, respectively. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a specific lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.

Long-Term Debt

As of September 30, 2014 and December 31, 2013, the Company had long-term debt totaling $2.1 million. The debt was utilized during the fourth quarter of 2013 to partially fund the marine vessel and related bareboat charter purchased by the Fund and its affiliate, ATEL 15, LLC. The full pro rata principal amount of $2.1 million plus all outstanding accrued and unpaid interest of approximately $400 thousand shall be paid in one payment of $2.5 million due on May 25, 2019. The note is recourse to the residual value of the vessel which is expected to be well in excess of the note amount. In addition, the lender has recourse to the Fund’s general assets up to $2.5 million. The note does not contain any material financial covenants and is guaranteed as a senior obligation of the Fund.

For detailed information on the Company’s debt obligations, see Notes 7 through 9 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).

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 December 2009. Additional distributions have been consistently made through September 30, 2014.

Cash distributions were paid by the Fund to Unitholders of record as of August 31, 2014, and paid through September 30, 2014. Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the Prospectus under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

32

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

The following table summarizes distribution activity for the Fund from inception through September 30, 2014 (in thousands except for Units and Per Unit Data):

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2014, there were no commitments to fund investments in notes receivable and to purchase lease assets.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition

33

of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company evaluated the impact of the new standard on its financial statements and has determined that such impact is virtually non-existent as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues.

In August 2014, the FASB issued Accounting Standards Update 2014 – 15, Presentation of Financial Statements — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance relative to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.

Critical Accounting Policies and Estimates

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

The Company’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material changes to the Company’s critical accounting policies since December 31, 2013.

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.

34

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended September 30, 2014 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.

35

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.

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.

31.1		Rule 13a-14(a)/15d-14(a) Certification of Dean L. Cash
31.2		Rule 13a-14(a)/15d-14(a) Certification of Paritosh K. Choksi
32.1		Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2		Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

36

SIGNATURES

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

Date: November 13, 2014

ATEL 14, LLC
(Registrant)

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