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 333-178629

ATEL GROWTH CAPITAL FUND 8, LLC

(Exact name of registrant as specified in its charter)

California		37-1656343
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

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

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

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

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

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

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

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

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

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

The number of Limited Liability Company Units outstanding as of October 31, 2014 was 1,618,296 Units.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL GROWTH CAPITAL FUND 8, LLC
 
Index

Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, September 30, 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			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 4. Controls and Procedures			19
Part II. Other Information			20
Item 1. Legal Proceedings			20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			20
Item 3. Defaults Upon Senior Securities			21
Item 4. Mine Safety Disclosures			21
Item 5. Other Information			21
Item 6. Exhibits			21

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

  
ATEL GROWTH CAPITAL FUND 8, LLC
 
BALANCE SHEETS
 
SEPTEMBER 30, 2014 AND DECEMBER 31, 2013
(in thousands)

		September 30, 2014				December 31, 2013
		(Unaudited)
ASSETS
Cash and cash equivalents		$	4,721			$	3,107
Accounts receivable			—				6
Notes receivable, net			6,507				4,396
Investment in securities			229				—
Fair value of warrants			503				607
Prepaid expenses and other assets			19				5
Total assets		$	11,979			$	8,121
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	27			$	18
Affiliates			7				889
Accrued distributions to Other Members			244				160
Other			—				22
Total liabilities			278				1,089
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			11,701				7,032
Total Members’ capital			11,701				7,032
Total liabilities and Members’ capital		$	11,979			$	8,121

See accompanying notes.

3

ATEL GROWTH CAPITAL FUND 8, LLC
 
STATEMENTS OF OPERATIONS
 
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
(in thousands except units and per unit data)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts		$	235			$	53			$	604			$	149
Gain on early termination of notes receivable			—				46				14				46
Gain on sales or dispositions of securities			9				50				55				50
Unrealized (loss) gain on fair valuation of warrants			(47	)			(1	)			(192	)			1
Other			14				5				39				12
Total revenues			211				153				520				258
Expenses:
Acquisition expense			78				38				293				185
Cost reimbursements to affiliates			50				16				126				42
Asset management fees to Managing Member			17				4				46				11
Professional fees			14				4				59				8
Outside services			5				6				25				14
Taxes on income and franchise fees			—				—				2				2
Bank charges			4				2				10				6
Printing and photocopying			2				5				6				8
Other			13				6				22				10
Total expenses			183				81				589				286
Net income (loss)		$	28			$	72			$	(69	)		$	(28	)
Net income (loss):
Managing Member		$	47			$	62			$	122			$	88
Other Members			(19	)			10				(191	)			(116	)
		$	28			$	72			$	(69	)		$	(28	)
Net (loss) income per Limited Liability Company Unit (Other Members)		$	(0.01	)		$	0.01			$	(0.14	)		$	(0.22	)
Weighted average number of Units outstanding			1,541,675				723,893				1,331,000				526,487

See accompanying notes.

4

ATEL GROWTH CAPITAL FUND 8, 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 units and per unit data)

						Amount
		Units				Other Members				Managing Member				Total
Balance December 31, 2012			187,326			$	864			$	—			$	864
Capital contributions			834,755				8,348				—				8,348
Rescissions of Units			(550	)			(5	)			—				(5	)
Less selling commissions to affiliates			—				(751	)			—				(751	)
Syndication costs			—				(699	)			—				(699	)
Distributions to Other Members ($1.62 per Unit)			—				(1,005	)			—				(1,005	)
Distributions to Managing Member			—				—				(116	)			(116	)
Net income			—				280				116				396
Balance December 31, 2013			1,021,531				7,032				—				7,032
Capital contributions			596,765				5,967				—				5,967
Less selling commissions to affiliates			—				(537	)			—				(537	)
Syndication costs			—				527				—				527
Distributions to Other Members ($0.82 per Unit)			—				(1,097	)			—				(1,097	)
Distributions to Managing Member			—				—				(122	)			(122	)
Net (loss) income			—				(191	)			122				(69	)
Balance September 30, 2014 (Unaudited)			1,618,296			$	11,701			$	—			$	11,701

See accompanying notes.

5

ATEL GROWTH CAPITAL FUND 8, 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)		$	28			$	72			$	(69	)		$	(28	)
Adjustment to reconcile net income (loss) to cash (used in) provided by operating activities:
Accretion of note discount – warrants			(21	)			(2	)			(51	)			(6	)
Amortization of net note origination costs			7				4				21				7
Gain on early termination of notes receivable			—				(46	)			(14	)			(46	)
Gain on sales or dispositions of securities			(9	)			(50	)			(55	)			(50	)
Unrealized loss (gain) on fair valuation of warrants			47				1				192				(1	)
Changes in operating assets and liabilities:
Accounts receivable			—				4				6				5
Prepaid expenses and other assets			(2	)			(5	)			(14	)			(10	)
Accounts payable, Managing Member			—				—				—				(1	)
Accounts payable, other			(58	)			30				(22	)			30
Accrued liabilities, affiliates			(15	)			(128	)			1				(51	)
Deposits due borrowers			—				(32	)			—				(32	)
Unearned fee income related to notes receivable			(12	)			—				7				6
Net cash (used in) provided by operating activities			(35	)			(152	)			2				(177	)
Investing activities:
Advance payments			(1	)			(25	)			(109	)			(54	)
Purchase of securities			—				—				(229	)			—
Proceeds from early termination of notes receivable			—				342				260				342
Proceeds from sales of warrants			9				55				60				55
Payments of note origination costs			(1	)			(9	)			(34	)			(21	)
Note receivable and warrants advances			(100	)			(474	)			(4,030	)			(1,272	)
Principal payments received on notes receivable			669				154				1,746				388
Net cash provided by (used in) investing activities			576				43				(2,336	)			(562	)
Financing activities:
Selling commissions to affiliates			(163	)			(31	)			(537	)			(477	)
Syndication costs paid to Managing Member			(109	)			(86	)			(358	)			(361	)
Distributions to Other Members			(399	)			(493	)			(1,012	)			(647	)
Distributions to Managing Member			(44	)			(59	)			(112	)			(76	)
Capital contributions			1,813				1,354				5,967				6,040
Rescissions of capital contributions			—				—				—				(5	)
Net cash provided by financing activities			1,098				685				3,948				4,474
Net increase in cash and cash equivalents			1,639				576				1,614				3,735
Cash and cash equivalents at beginning of period			3,082				3,414				3,107				255
Cash and cash equivalents at end of period		$	4,721			$	3,990			$	4,721			$	3,990
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes		$	—			$	—			$	3			$	2
Schedule of non-cash investing and financing transactions:
Payables to Managing Member and affiliates at period-end (syndication costs)		$	—			$	882			$	—			$	882
Distributions payable to Other Members at period-end		$	244			$	132			$	244			$	132
Distributions payable to Managing Member at period-end		$	27			$	15			$	27			$	15

See accompanying notes.

6

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

1. Organization and Limited Liability Company matters:

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies. The Fund may continue until it is terminated in accordance with the ATEL Growth Capital Fund 8, LLC limited liability company operating agreement dated December 13, 2011 (the “Operating Agreement”). The Managing Member of the Company is AGC Managing Member, LLC (the “Managing Member” or “Manager”), the renamed AGC 8 Managing Member, LLC which was formed in December 2011 as a Nevada limited liability company. Such name change is the result of an amendment to the articles of incorporation filed with the State of Nevada effective March 18, 2014. Contributions in the amount of $500 were received as of December 31, 2011, which represented the initial Member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of August 20, 2012. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company units (Units) to the public reach $75 million. As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal to not less than $3.75 million in gross proceeds. Total contributions to the Fund exceeded $3.75 million on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on August 20, 2014.

As of September 30, 2014, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of such date, a total of 1,618,296 Units were issued and outstanding.

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

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units), (iii) provide additional distributions to Unitholders from any proceeds from sales of Equity interests and (iv) provide total cash distributions to Unitholders equal to a desirable rate of return on their investment capital. The Company is governed by the Operating Agreement.

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

7

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

2. Summary of Significant Accounting Policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 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 financial statements, the Company 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.

Use of estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of credit losses on notes receivable and the fair valuation of equity securities and warrants.

Segment reporting:

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

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

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

Investment in securities:

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

Purchased securities

Purchased securities (primarily preferred stocks) are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered

8

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

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

by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments and that it is not practicable to estimate the fair value of the investment because of its illiquidity. The Company made its initial investment in equity securities during the first quarter of 2014. As of September 30, 2014, investments in equity securities totaled $229 thousand.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. At September 30, 2014, and December 31, 2013, the Managing Member estimated the fair value of warrants to be $503 thousand and $607 thousand, respectively. During the three and nine months ended September 30, 2014, the Company recorded unrealized losses of $47 thousand and $192 thousand, respectively, on fair valuation of its warrants. Such unrealized gains or losses were nominal during the three and nine months ended September 30, 2013. During the respective three and nine months ended September 30, 2014, the Company realized gains of $9 thousand and $55 thousand on the net exercise of certain warrants. By comparison, the Company recorded realized gains of $50 thousand on the net exercise of warrants during the three months ended September 30, 2013. Such amount also represents total gain for the nine months ended September 30, 2013. See Note 9 for further discussion.

Per Unit data:

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

Recent accounting pronouncements:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. 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 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 terms of the notes receivable are from 24 to 42 months and bear interest at implicit

9

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

3. Notes receivable, net: - (continued)

or stated rates ranging from 11.26% to 17.31% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2015 through 2017. There were neither impaired notes nor notes placed in non-accrual status as of September 30, 2014 and December 31, 2013.

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

Three months ending December 31, 2014		$	886
Year ending December 31, 2015			3,469
2016			2,667
2017			668
			7,690
Less: portion representing unearned interest income, net			(1,183	)
Notes receivable, net		$	6,507

4. Related party transactions:

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

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

Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members' capital		$	163			$	122			$	537			$	543
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members' capital			—				158				—				554
Administrative costs reimbursed to Managing Member and/or affiliates			50				16				126				42
Asset management fees to Managing Member			17				4				46				11
Acquisition costs and note origination fees paid to Managing Member			79				47				327				205
		$	309			$	347			$	1,036			$	1,355

10

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

5. Syndication costs:

Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $163 thousand and $280 thousand for the respective three months ended September 30, 2014 and 2013, and $537 thousand and $1.1 million for the respective nine months ended September 30, 2014 and 2013.

The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. Through August 20, 2014, the Managing Member incurred $527 thousand of syndications costs in excess of those allocable for reimbursement under the Fund’s Operating Agreement. Whereas such costs were accrued by the Fund, they were effectively reversed during the third quarter of 2014 when the offering was terminated. As of September 30, 2014, there was no syndication costs recorded in excess of the limitation. Effective August 20, 2014, the Fund’s offering was terminated.

6. Commitments:

At September 30, 2014, there were commitments to fund investments in notes receivable totaling $2.9 million. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

7. Guarantees:

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

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

8. Members’ Capital:

A total of 1,618,296 and 1,021,531 Units were issued and outstanding at September 30, 2014 and December 31, 2013, respectively. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial Member (50 Units).

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

11

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

8. Members’ Capital: - (continued)

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2014				2013				2014				2013
Distributions declared		$	424			$	524			$	1,097			$	757
Weighted average number of Units outstanding			1,541,675				723,893				1,331,000				526,487
Weighted average distributions per Unit		$	0.28			$	0.72			$	0.82			$	1.44

9. Fair value measurements:

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

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

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

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

At September 30, 2014 and December 31, 2013, only the Company’s warrants were measured on a recurring basis. As of the same dates, the Company had no assets or liabilities that required measurement at fair value on a non-recurring basis.

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

The measurement methodology is as follows:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the volatility of respective similar

12

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

9. Fair value measurements: - (continued)

publicly traded companies, a risk free interest rate for the term(s) of the warrant exercise(s), and the respective exercise prices and number of warrants. As of September 30, 2014 and December 31, 2013, the calculated fair value of the Fund’s warrant portfolio totaled $503 thousand and $607 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

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

		Level 3 Assets
Balance at December 31, 2012		$	24
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)			110
Net exercise of warrants			(4	)
Unrealized gain on warrants, net recorded during the year			477
Balance at December 31, 2013			607
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)			93
Net exercise of warrants			(5	)
Unrealized loss on warrants, net recorded during the period			(192	)
Balance at September 30, 2014		$	503

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s investments categorized as Level 3 in the fair value hierarchy as of 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 – $25.76

Exercise price

$0.05 – $25.76

Time to maturity (in years)

5.02

Risk-free interest rate

1.78

%

Annualized volatility

100%

December 31, 2013

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.05 – $25.76

Exercise price

$0.05 – $25.76

Time to maturity (in years)

7.00

Risk-free interest rate

2.46%

Annualized volatility

100%

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.

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

9. Fair value measurements: - (continued)

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

Cash and cash equivalents

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

Notes receivable

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

Investment in securities

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

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

		September 30, 2014
		Carrying Amount				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	4,721			$	4,721			$	—			$	—			$	4,721
Notes receivable, net			6,507				—				—				6,493				6,493
Investment in securities			229				—				—				229				229
Warrants			503				—				—				503				503

		December 31, 2013
		Carrying Amount				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	3,107			$	3,107			$	—			$	—			$	3,107
Notes receivable, net			4,396				—				—				4,395				4,395
Warrants			607				—				—				607				607

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, changes in general economic conditions, including significant rates of inflation and fluctuations in interest rates may result in reduced returns on invested capital. The Company’s performance is subject to risks relating to borrower defaults and the creditworthiness of its borrowers. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

The offering of ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was granted effectiveness by the Securities and Exchange Commission as of August 20, 2012. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $75 million.

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

As of September 30, 2014, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of such date, a total of 1,618,296 Units were issued and outstanding.

Results of Operations

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

The Company reported net income of $28 thousand and $72 thousand for the three months ended September 30, 2014 and 2013. Results for the third quarter of 2014 reflect increases in both total expenses and total revenues when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2014 increased by $58 thousand, or 38%, as compared to the prior year period. The increase was largely due to a $182 thousand growth in interest income on notes receivable partially offset by a $46 thousand decrease in gain on early termination of notes receivable, a $46 thousand increase in unrealized losses on fair valuation of warrants and a $41 thousand decline in gain on sales or disposition of securities.

Interest income on notes receivables, including accretion of net note origination costs and discounts, increased as a result of operating revenues derived from an approximate $6.9 million of loans funded since September 30, 2013.

Gain on early termination of notes receivable declined due to the absence of such activity during the current year period. Unrealized losses on fair valuation of warrants increased due to a decline in the fair value of certain warrant positions; and, gain on sales or disposition of securities declined due to a period over period reduction in the value of net warrant exercises.

Expenses

Total expenses for the third quarter of 2014 increased by $102 thousand, or 126%, as compared to the prior year period. Such increase was largely a result of increases in acquisition expense and costs reimbursed to affiliates totaling $40 thousand and $34 thousand, respectively.

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The increase in acquisition expense was largely due to a higher level of spending related to identifying potential funding transactions; and, costs reimbursed to affiliates increased as a result of an increase in allocated costs consistent with the Fund’s expanded operations.

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

The Company reported net losses of $69 thousand and $28 thousand for the nine months ended September 30, 2014 and 2013, respectively. Results for the first nine months of 2014 reflect increases in both total expenses and total revenues when compared to the prior year period.

Revenues

Total revenues for the first nine months of 2014 increased by $262 thousand, or 102%, as compared to the prior year period. The increase was largely due to a $455 thousand growth in interest income on notes receivable offset by a $193 thousand increase in unrealized loss on fair valuation of warrants.

Interest income on notes receivables, including accretion of net note origination costs and discounts, increased as a result of operating revenues derived from an approximate $6.9 million of loans funded since September 30, 2013; while unrealized losses on fair valuation of warrants increased due to a decline in the fair value of certain warrant positions.

Expenses

Total expenses for the first nine months of 2014 increased by $303 thousand, or 106%, as compared to the prior year period. The net increase in expenses was primarily a result of increases in acquisition expense, costs reimbursed to affiliates, professional fees, and asset management fees paid to the Manager totaling $108 thousand, $84 thousand, $51 thousand and $35 thousand, respectively.

The increase in acquisition expense was largely due to increased loan funding activity and a higher level of spending related to identifying potential funding transactions. Costs reimbursed to affiliates increased as a result of an increase in allocated costs consistent with the Fund’s expanded operations.

Moreover, professional fees were higher due to an increase in allocated audit fees; and, asset management fees paid to the Manager increased as a result of the growth in managed assets.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $4.7 million and $3.1 million at September 30, 2014 and December 31, 2013, respectively. The liquidity of the Company will vary in the future, increasing to the extent cash flows from subscriptions and its portfolio investments exceed expenses and decreasing as portfolio investments are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from its portfolio investments. The Fund will acquire its investments with cash. The Fund will not borrow to acquire its portfolio assets and does not intend or expect to incur any indebtedness. The Fund anticipates that it would incur indebtedness only in the event that it is required to borrow for temporary working capital purposes.

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 (used in) provided by:
Operating activities		$	(35	)		$	(152	)		$	2			$	(177	)
Investing activities			576				43				(2,336	)			(562	)
Financing activities			1,098				685				3,948				4,474
Net increase in cash and cash equivalents		$	1,639			$	576			$	1,614			$	3,735

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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 source of liquidity was subscription proceeds from the public offering of Units. Capital contributions totaled $1.8 million and $1.4 million for the respective three months ended September 30, 2014 and 2013. As of September 30, 2014, cumulative net capital contributions, net of rescissions and related distributions, totaling $16.2 million (1,618,296 Units) have been received. In addition, the Company realized $9 thousand and $397 thousand of proceeds from the early termination of certain notes receivable and the net exercise of warrants during the respective three-month periods ended September 30, 2014 and 2013.

During the same respective periods, the primary uses of cash were to pay distributions, pay commissions and syndication costs associated with the offering and fund investments in notes receivable. Distributions paid to the Managing Member and Other Members during the respective three months ended September 30, 2014 and 2013 totaled $443 thousand and $552 thousand; while commissions and syndication costs paid totaled $272 thousand and $117 thousand; and, investments in notes receivable funded totaled $100 thousand and $474 thousand.

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 source of liquidity was subscription proceeds from the public offering of Units. Capital contributions, net of rescissions and related distributions, totaled $6.0 million for each of the nine-month periods ended September 30, 2014 and 2013. In addition, the Company realized $320 thousand and $397 thousand of proceeds from the early termination of certain notes receivable and the net exercise of warrants during the respective nine-month periods ended September 30, 2014 and 2013.

During the same respective periods, the primary uses of cash were to fund investments in notes receivable, pay distributions and pay commissions and syndication costs associated with the offering. Investments in notes receivable funded during the respective nine months ended September 30, 2014 and 2013 totaled $4.0 million and $1.3 million; while distributions paid totaled $1.1 million and $723 thousand; and, commissions and syndications costs paid totaled $895 thousand and $838 thousand. In addition, during the first nine months of 2014, cash was used to purchase equity securities totaling $229 thousand. There were no such purchases during the prior year period.

Distributions

The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of November 2012. Additional distributions have been made through September 30, 2014.

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

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

17

The following table summarizes distribution activity for the Fund from inception through September 30, 2014 (in thousands):

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2014, there were commitments to fund investments in notes receivable totaling $2.9 million. This amount represents contract awards which may be canceled by the prospective borrower or may not be accepted by the Company.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

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

18

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.

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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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

Title of Security		Amount Registered				Aggregate price of offering amount registered				Units sold				Aggregate price of offering amount sold
Units of Limited Company Interest			7,500,000			$	75,000,000				1,618,246			$	16,182

		Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer				Direct or indirect payments to others				Total
Underwriting discounts and commissions		$	288			$	1,010			$	1,298
Other syndication costs			—				971				971
Total expenses		$	288			$	1,981			$	2,269

(8)  Net offering proceeds to the issuer after total expenses in item 7:                                                $    13,913

		Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer				Direct or indirect payments to others				Total
Investment in notes receivable		$	62			$	9,615			$	9,677
Distributions paid			212				1,881				2,093
Other expenses			1,045				—				1,045
		$	1,319			$	11,496			$	12,815

(10)  Net offering proceeds to the issuer after total expenses in item 9:                                                $     1,098

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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.

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SIGNATURES

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

Date: November 13, 2014

ATEL GROWTH CAPITAL FUND 8, LLC
(Registrant)

		By: AGC Managing Member, LLC Managing Member of Registrant

By:

/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of AGC Managing Member, LLC (Managing Member)

By:

/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC Managing Member, LLC (Managing Member)

By:

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

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