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EX-32.1 - EXHIBIT 32.1 - ATEL CAPITAL EQUIPMENT FUND IX LLCv413177_exh32x1.htm
EX-32.2 - EXHIBIT 32.2 - ATEL CAPITAL EQUIPMENT FUND IX LLCv413177_exh32x2.htm
EX-31.2 - EXHIBIT 31.2 - ATEL CAPITAL EQUIPMENT FUND IX LLCv413177_exh31x2.htm
EX-31.1 - EXHIBIT 31.1 - ATEL CAPITAL EQUIPMENT FUND IX LLCv413177_exh31x1.htm

  

  

 

  

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 June 30, 2015

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

For the transition period from            to           

Commission File number 000-50210

ATEL Capital Equipment Fund IX, LLC

(Exact name of registrant as specified in its charter)

 
California   94-3375584
(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 July 31, 2015 was 12,055,016.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 


 
 

TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC

Index

 

Part I.

Financial Information

    3  

Item 1.

Financial Statements (Unaudited)

    3  
Balance Sheets, June 30, 2015 and December 31, 2014     3  
Statements of Income for the three and six months ended June 30, 2015 and 2014     4  
Statements of Changes in Members’ Capital for the year ended December 31, 2014 and for the six months ended June 30, 2015     5  
Statements of Cash Flows for the three and six months ended June 30, 2015
and 2014
    6  
Notes to the Financial Statements     7  

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations

    22  

Item 4.

Controls and Procedures

    26  

Part II.

Other Information

    27  

Item 1.

Legal Proceedings

    27  

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

    27  

Item 3.

Defaults Upon Senior Securities

    27  

Item 4.

Mine Safety Disclosures

    27  

Item 5.

Other Information

    27  

Item 6.

Exhibits

    27  

2


 
 

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND IX, LLC

BALANCE SHEETS
 
JUNE 30, 2015 AND DECEMBER 31, 2014
(in thousands)

   
  June 30,
2015
  December 31,
2014
     (Unaudited)     
ASSETS
                 
Cash and cash equivalents   $     3,009     $     4,633  
Accounts receivable, net of allowance for doubtful accounts of $28 at
June 30, 2015 and $7 at December 31, 2014
    532       564  
Notes receivable, net of unearned interest income of $9 at June 30, 2015
and $22 at December 31, 2014
    261       332  
Prepaid expenses and other assets     50       56  
Investment in securities     5       5  
Fair value of warrants     145       125  
Investments in equipment and leases, net of accumulated depreciation of $25,551 at June 30, 2015 and $25,440 at December 31, 2014     13,445       15,256  
Total assets   $ 17,447     $ 20,971  
LIABILITIES AND MEMBERS’ CAPITAL
                 
Accounts payable and accrued liabilities:
                 
Managing Member   $ 53     $ 175  
Other     177       207  
Non-recourse debt     6,139       8,537  
Unearned operating lease income     142       200  
Total liabilities     6,511       9,119  
Commitments and contingencies
                 
Members’ capital:
                 
Managing Member            
Other Members     10,936       11,852  
Total Members’ capital     10,936       11,852  
Total liabilities and Members’ capital   $ 17,447     $ 20,971  

See accompanying notes.

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2015 AND 2014
(in thousands, except for units and per unit data)
(Unaudited)

       
  Three Months Ended
June 30,
  Six Months Ended
June 30,
     2015   2014   2015   2014
Revenues:
                                   
Leasing and lending activities:
                                   
Operating leases   $     1,011     $     1,259     $     2,156     $     2,612  
Direct financing leases     489       628       1,015       1,284  
Interest on notes receivable     5       10       12       20  
Gain on sales of lease assets and early termination of notes receivable     67       49       93       1,081  
Unrealized gain (loss) on fair valuation of warrants     7       (75 )      20       (92 ) 
Gain on sales or dispositions of securities and warrants           44             44  
Other revenue     21       48       25       68  
Total revenues     1,600       1,963       3,321       5,017  
Expenses:
                                   
Depreciation of operating lease assets     262       369       575       749  
Asset management fees to Managing Member and/or affiliates     82       80       159       166  
Cost reimbursements to Managing Member and/or affiliates     142       141       295       281  
Provision for (reversal of) credit
losses
    25       (2 )      21       (2 ) 
Amortization of initial direct costs     1       3       3       6  
Other management fees     6       6       13       14  
Interest expense     108       185       236       388  
Professional fees     15       18       85       81  
Outside services     13       14       32       34  
Insurance     15       11       25       26  
Marine vessel maintenance and other operating costs     1             1        
Railcar and equipment maintenance     31       37       72       78  
Franchise fees and state taxes     32       17       43       2  
Other     38       44       70       84  
Total operating expenses     771       923       1,630       1,907  
Other income (expense), net     4             (1 )      (3 ) 
Net income   $ 833     $ 1,040     $ 1,690     $ 3,107  
Net income:
                                   
Managing Member   $ 97     $ 98     $ 195     $ 245  
Other Members     736       942       1,495       2,862  
     $ 833     $ 1,040     $ 1,690     $ 3,107  
Net income per Limited Liability Company Unit (Other Members)   $ 0.06     $ 0.08     $ 0.12     $ 0.24  
Weighted average number of Units
outstanding
    12,055,016       12,055,016       12,055,016       12,055,016  

See accompanying notes.

4


 
 

TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 
FOR THE YEAR ENDED DECEMBER 31, 2014
AND FOR THE SIX MONTHS ENDED
JUNE 30, 2015

(in thousands, except for units and per unit data)

       
  Other Members   Managing Member   Total
     Units   Amount
Balance December 31, 2013     12,055,016     $   12,347     $      —     $    12,347  
Distributions to Other Members ($0.45 per Unit)           (5,425 )            (5,425 ) 
Distributions to Managing Member                 (440 )      (440 ) 
Net income           4,930       440       5,370  
Balance December 31, 2014     12,055,016       11,852             11,852  
Distributions to Other Members ($0.20 per Unit)           (2,411 )            (2,411 ) 
Distributions to Managing Member                 (195 )      (195 ) 
Net income           1,495       195       1,690  
Balance June 30, 2015 (Unaudited)     12,055,016     $ 10,936     $     $ 10,936  

See accompanying notes.

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2015 AND 2014

(in thousands)
(Unaudited)

       
  Three Months Ended
June 30,
  Six Months Ended
June 30,
     2015   2014   2015   2014
Operating activities:
                                   
Net income   $      833     $     1,040     $    1,690     $      3,107  
Adjustment to reconcile net income to cash provided by operating activities:
                                   
Gain on sales of lease assets and early termination of notes receivable     (67 )      (49 )      (93 )      (1,081 ) 
Gain on sales or dispositions of securities and warrants           (44 )            (44 ) 
Unrealized (gain) loss on fair valuation of warrants     (7 )      75       (20 )      92  
Depreciation of operating lease assets     262       369       575       749  
Amortization of initial direct costs     1       3       3       6  
Provision for (reversal of) credit losses     25       (2 )      21       (2 ) 
Changes in operating assets and liabilities:
                                   
Accounts receivable     52       (44 )      11       40  
Prepaid expenses and other assets     2       2       6       7  
Accounts payable, Managing Member     (29 )      (25 )      (122 )      8  
Accounts payable, other     (48 )      (52 )      (30 )      (109 ) 
Unearned operating lease income     10       (20 )      (58 )      (53 ) 
Net cash provided by operating activities     1,034       1,253       1,983       2,720  
Investing activities:
                                   
Proceeds from sales of lease assets and early termination of notes receivable     80       315       113       2,141  
Principal payments received on direct financing leases     627       486       1,213       942  
Principal payments received on notes receivable     36       46       71       99  
Net cash provided by investing activities     743       847       1,397       3,182  
Financing activities:
                                   
Repayments of non-recourse debt     (1,209 )      (1,133 )      (2,398 )      (2,247 ) 
Distributions to Other Members     (1,206 )      (1,206 )      (2,411 )      (3,014 ) 
Distributions to Managing Member     (97 )      (98 )      (195 )      (245 ) 
Net cash used in financing activities     (2,512 )      (2,437 )      (5,004 )      (5,506 ) 
Net (decrease) increase in cash and cash equivalents     (735 )      (337 )      (1,624 )      396  
Cash and cash equivalents at beginning of period     3,744       5,471       4,633       4,738  
Cash and cash equivalents at end of period   $ 3,009     $ 5,134     $ 3,009     $ 5,134  
Supplemental disclosures of cash flow information:
                                   
Cash paid during the period for interest   $ 115     $ 191     $ 249     $ 400  
Cash paid during the period for taxes   $ 70     $ 50     $ 70     $ 56  

See accompanying notes.

6


 
 

TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Capital Equipment Fund IX, LLC (the “Company” or the “Fund”) was formed under the laws of the State of California on September 27, 2000 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to engage in equipment leasing, lending and sales activities, primarily in the United States. The Managing Member or Manager of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company. The Company may continue until December 31, 2020. Contributions in the amount of $600 were received as of December 31, 2000, $100 of which represented AFS’s continuing interest, and $500 of which represented the initial Member’s capital investment.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. On February 21, 2001, subscriptions for the minimum number of Units (120,000, representing $1.2 million) had been received (excluding subscriptions from Pennsylvania investors) and AFS requested that the subscriptions be released to the Company. On that date, the Company commenced operations in its primary business (acquiring equipment to engage in equipment leasing, lending and sales activities). As of April 3, 2001, the Company had received subscriptions for 753,050 Units ($7.5 million), thus exceeding the $7.5 million minimum requirement for Pennsylvania, and AFS requested that the remaining funds in escrow (from Pennsylvania investors) be released to the Company.

As of January 15, 2003, the offering was terminated. As of that date, the Company had received subscriptions for 12,065,266 Units ($120.7 million). Subsequent to January 15, 2003, Units totaling 10,250 were rescinded or repurchased and funds returned to investors (net of distributions paid and allocated syndication costs, as applicable). As of June 30, 2015, 12,055,016 Units remain issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Company’s invested capital; (ii) generates regular distributions to the members of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended on December 31, 2009 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Company is governed by the Limited Liability Company Operating Agreement (“Operating Agreement”), as amended. On January 1, 2010, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement.

Pursuant to the terms of the Operating Agreement, AFS receives compensation and reimbursements for services rendered 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 AFS.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

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 six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year.

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant impact 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 events that have occurred after June 30, 2015, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements.

Use of estimates:

The preparation of 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.

Segment reporting:

The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.

The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Company’s total revenues for the six months ended June 30, 2015 and 2014 and long-lived tangible assets as of June 30, 2015 and December 31, 2014 (dollars in thousands):

       
  For The Six Months Ended June 30,
     2015   % of Total   2014   % of Total
Revenue
                                   
United States   $    3,300              99 %    $    4,964              99 % 
United Kingdom     21       1 %      53       1 % 
Total International     21       1 %      53       1 % 
Total   $ 3,321       100 %    $ 5,017       100 % 

       
  As of June 30,   As of December 31,
     2015   % of Total   2014   % of Total
Long-lived assets
                                   
United States   $    13,411            100 %    $    15,222            100 % 
United Kingdom     34       0 %      34       0 % 
Total International     34       0 %      34       0 % 
Total   $ 13,445       100 %    $ 15,256       100 % 

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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. There were neither impaired securities at June 30, 2015 and December 31, 2014 nor investment securities sold or disposed of during the three and six months ended June 30, 2015 and 2014.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the three months ended June 30, 2015 and 2014, the Company recorded unrealized gains of $7 thousand and unrealized losses of $75 thousand, respectively, on the fair valuation of its warrant holdings. During the six months ended June 30, 2015 and 2014, the Company recorded unrealized gains of $20 thousand and unrealized losses of $92 thousand, respectively, on the fair valuation of its warrant holdings. As of June 30, 2015 and December 31, 2014, the estimated fair value of the Company’s portfolio of warrants amounted to $145 thousand and $125 thousand, respectively. A gain of $44 thousand was recognized on the net exercise of certain warrants during the second quarter of 2014. Such amount also represents total gain for the first six months of 2014. By comparison, there was no exercise of warrants, net or otherwise, during the first six months of 2015.

Other income (expense), net:

Other income (expense), net consisted solely of net gains and losses on foreign exchange transactions.

Per Unit data:

Net income 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. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The board will also allow companies to adopt the standard as of the original effective date, which is January 2017, if they are inclined to do so. 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.

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. 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 had various notes receivable from borrowers who have financed the purchase of equipment through the Company. The notes were secured by the equipment financed. As of June 30, 2015 and December 31, 2014, only one note receivable remained unsettled with a net outstanding balance of $261 thousand and $332 thousand, respectively. Such note bears an annual interest rate of 8.5% and matures in 2016.

The Company’s remaining note receivable was not deemed impaired or in non-accrual status as of June 30, 2015 and December 31, 2014.

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

 
Six months ending December 31, 2015   $       82  
Year ending December 31, 2016     188  
       270  
Less: portion representing unearned interest income     (9 ) 
Notes receivable, net   $ 261  

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, 2013   $       —     $       —     $        3     $       —     $       —     $        3  
Provision                 4                   4  
Balance December 31, 2014                 7                   7  
Provision                 21                   21  
Balance June 30, 2015   $     $     $ 28     $     $     $ 28  

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.

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

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 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 contracts 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 market place 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 June 30, 2015 and December 31, 2014, the Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):

     
June 30, 2015   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   $ 261     $ 7,5941     $ 7,855  
Ending balance: individually evaluated for impairment   $ 261     $ 7,594     $ 7,855  
Ending balance: collectively evaluated for impairment   $     $     $  
Ending balance: loans acquired with deteriorated credit quality   $     $     $  
1 Includes $3 of unamortized initial direct costs

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TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

     
December 31, 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   $ 332     $ 8,8072     $ 9,139  
Ending balance: individually evaluated for impairment   $ 332     $ 8,807     $ 9,139  
Ending balance: collectively evaluated for impairment   $     $     $  
Ending balance: loans acquired with deteriorated credit quality   $     $     $  
2 Includes $5 of unamortized initial direct costs

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.

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

At June 30, 2015 and December 31, 2014, 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
     June 30, 2015   December 31, 2014   June 30, 2015   December 31, 2014
Pass   $           261     $           332     $         7,591     $         8,802  
Special mention                        
Substandard                        
Doubtful                        
Total   $ 261     $ 332     $ 7,591     $ 8,802  

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

             
June 30, 2015   31 – 60 Days
Past Due
  61 – 90 Days
Past Due
  Greater
Than
90 Days
  Total
Past Due
  Current   Total
Financing
Receivables
  Recorded
Investment
> 90 Days
and Accruing
Notes receivable   $      —     $      —     $      —     $      —     $     261     $     261     $      —  
Finance leases                             7,591       7,591        
Total   $     $     $     $     $ 7,852     $ 7,852     $  

             
December 31, 2014   31 – 60 Days
Past Due
  61 – 90 Days
Past Due
  Greater
Than
90 Days
  Total
Past Due
  Current   Total
Financing
Receivables
  Recorded
Investment
> 90 Days
and Accruing
Notes receivable   $      —     $      —     $      —     $      —     $     332     $     332     $      —  
Finance leases                             8,802       8,802        
Total   $     $     $     $     $ 9,134     $ 9,134     $  

The Company had neither financing receivables in non-accrual status nor impaired financing receivables at both June 30, 2015 and December 31, 2014.

5. Investment in equipment and leases, net:

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

       
  Balance
December 31,
2014
  Reclassifications,
Additions/
Dispositions
  Depreciation/
Amortization
Expense or
Amortization
of Leases
  Balance
June 30,
2015
Net investment in operating leases   $      6,196     $        (654 )    $      (575 )    $       4,967  
Net investment in direct financing leases     8,802       2       (1,213 )      7,591  
Assets held for sale or lease, net     250       632             882  
Initial direct costs, net of accumulated amortization of $93 at June 30, 2015 and $90 at December 31, 2014     8             (3 )      5  
Total   $ 15,256     $ (20 )    $ (1,791 )    $ 13,445  

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Impairment of investments in leases and assets held for sale or lease:

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, management determined that no impairment losses existed during the three and six months ended June 30, 2015 and 2014.

The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Company’s equipment was approximately $262 thousand and $369 thousand for the respective three months ended June 30, 2015 and 2014, and was $575 thousand and $749 thousand for the respective six months ended June 30, 2015 and 2014. Initial direct costs amortization expense related to the Company’s operating and direct financing leases totaled $1 thousand and $3 thousand for the respective three months ended June 30, 2015 and 2014, and $3 thousand and $6 thousand for the respective six months ended June 30, 2015 and 2014.

All of the leased property was acquired in years beginning with 2002 through 2010.

Operating leases:

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

       
  Balance
December 31,
2014
  Additions   Reclassifications
or Dispositions
  Balance
June 30,
2015
Transportation, rail   $      12,531     $         —     $        (28 )    $       12,503  
Marine vessels     11,200             (1,500 )      9,700  
Transportation, other     3,932                   3,932  
Manufacturing     1,417             (284 )      1,133  
Materials handling     823             (173 )      650  
Construction     565                   565  
Agriculture     1,151             (1,151 )       
Other     16                   16  
       31,635             (3,136 )      28,499  
Less accumulated depreciation     (25,439 )      (575 )      2,482       (23,532 ) 
Total   $ 6,196     $ (575 )    $ (654 )    $ 4,967  

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

The average estimated residual value for assets on operating leases was 16% of the assets’ original cost at both June 30, 2015 and December 31, 2014. There were no operating leases placed in non-accrual status as of the same dates.

The Company may earn revenues from its containers, marine vessel and certain other assets based on utilization of such assets or a fixed-term lease. Contingent rentals (i.e., short-term, operating charter hire payments) and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of operating lease revenues and totaled $25 thousand and $55 thousand for the respective three months ended June 30, 2015 and 2014, and $55 thousand and $97 thousand for the respective six months ended June 30, 2015 and 2014.

Direct financing leases:

As of June 30, 2015 and December 31, 2014, investment in direct financing leases consists of materials handling and mining equipment. The following lists the components of the Company’s investment in direct financing leases as of June 30, 2015 and December 31, 2014 (in thousands):

   
  June 30,
2015
  December 31,
2014
Total minimum lease payments receivable   $      5,913     $     8,140  
Estimated residual values of leased equipment (unguaranteed)     3,543       3,543  
Investment in direct financing leases     9,456       11,683  
Less unearned income     (1,865 )      (2,881 ) 
Net investment in direct financing leases   $ 7,591     $ 8,802  

There was no investment in direct financing lease assets in non-accrual status at June 30, 2015 and December 31, 2014.

At June 30, 2015, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

     
  Operating
Leases
  Direct Financing
Leases
  Total
Six months ending December 31, 2015   $        1,002     $       2,226     $       3,228  
Year ending December 31, 2016     1,314       3,686       5,000  
2017     1,007       1       1,008  
2018     270             270  
2019     232             232  
2020     49             49  
     $ 3,874     $ 5,913     $ 9,787  

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of June 30, 2015, 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  
Mining     30 – 40  
Marine vessels     20 – 30  
Manufacturing     10 – 15  
Agriculture     7 – 10  
Construction     7 – 10  
Materials handling     7 – 10  
Transportation, other     7 – 10  

6. Related party transactions:

The terms of the Operating Agreement provide that AFS 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 AFS for providing administrative services to the Company. Administrative services provided include Company accounting, finance/treasury, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of equipment. The Company would be liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Company.

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

Cost reimbursements to the Managing Member 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 managed assets, number of investors or contributed capital based upon the type of cost incurred. The Operating Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be recovered in future years to the extent of the cumulative limit. As of June 30, 2015, the Company has not exceeded the annual and/or cumulative limitations discussed above.

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

       
  Three Months Ended
June 30,
  Six Months Ended
June 30,
     2015   2014   2015   2014
Costs reimbursed to Managing Member and/or affiliates   $    142     $    141     $    295     $    281  
Asset management fees to Managing Member and/or affiliates     82       80       159       166  
     $ 224     $ 221     $ 454     $ 447  

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

7. Non-recourse debt:

At June 30, 2015, 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 6.16% to 6.66%. The notes are secured by assignments of lease payments and pledges of assets. At June 30, 2015, gross operating lease rentals and future payments on direct financing leases totaled approximately $6.1 million over the remaining lease terms; and the carrying value of the pledged assets is $8.9 million. The notes mature from 2015 through 2017.

The non-recourse debt does not contain any material financial covenants. The debt is secured by liens granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. 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 lenders, 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
Six months ending December 31, 2015   $     2,218     $     171     $     2,389  
Year ending December 31, 2016     3,743       133       3,876  
2017     178       1       179  
     $ 6,139     $ 305     $ 6,444  

8. Commitments and Contingencies:

At June 30, 2015, the Company had no commitments to purchase lease assets or fund investments in notes receivable.

9. 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.

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.

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

10. Members’ capital:

As of June 30, 2015 and December 31, 2014, 12,055,016 Units were issued and outstanding. The Company was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Members (50 Units).

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

As defined in the Operating Agreement, the Company’s Net Income, Net Losses, and Distributions are to be allocated 92.5% to the Members and 7.5% to AFS. In accordance with the terms of the Operating Agreement, additional allocations of income were made to AFS during the three and six months ended June 30, 2015 and 2014. The amounts allocated were determined to bring AFS’s ending capital account balance to zero at the end of each period.

Distributions to the Other Members were as follows (in thousands, except as to Units and per Unit data):

       
  Three Months Ended
June 30,
  Six Months Ended
June 30,
     2015   2014   2015   2014
Distributions declared   $      1,206     $      1,206     $      2,411     $      3,014  
Weighted average number of Units outstanding     12,055,016       12,055,016       12,055,016       12,055,016  
Weighted average distributions per Unit   $ 0.10     $ 0.10     $ 0.20     $ 0.25  

11. 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.

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

11. Fair value measurements: - (continued)

At June 30, 2015 and December 31, 2014, only the Company’s warrants were measured on a recurring basis. There was no non-recurring adjustment recorded during the three and six months ended June 30, 2015 and 2014. However, the Company recorded non-recurring adjustments during the last six months of 2014 to reflect the fair value of certain impaired off-lease assets, all of which were disposed of by December 31, 2014.

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

The measurement methodologies are 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 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 June 30, 2015 and December 31, 2014, the calculated fair value of the Fund’s warrant portfolio approximated $145 thousand and $125 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

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, 2014   $      125  
Unrealized gain on warrants, net recorded during the period     20  
Balance at June 30, 2015   $ 145  

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

11. Fair value measurements: - (continued)

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

       
June 30, 2015
Name   Valuation Frequency   Valuation Technique   Unobservable Inputs   Range of Input Values
Warrants   Recurring   Black-Scholes formulation   Stock price   $1.12 – $5.23
               Exercise price   $0.65 – $2.01
               Time to maturity (in years)   0.55 – 5.01
               Risk-free interest rate   0.14% – 1.63%
               Annualized volatility    15.12% – 100.00%

       
December 31, 2014
Name   Valuation Frequency   Valuation Technique   Unobservable Inputs   Range of Input Values
Warrants   Recurring   Black-Scholes formulation   Stock price   $1.12 – $4.48
               Exercise price   $0.65 – $2.01
               Time to maturity (in years)   1.04 – 5.50
               Risk-free interest rate   0.25% – 1.73%
               Annualized volatility    16.01% – 100.00%

Impaired off-lease equipment (non-recurring)

The Company had no fair value adjustments relative to impaired equipment during the three and six months ended June 30, 2015 and 2014. However, subsequent to June 30, 2014 and through December 31, 2014, the Company deemed certain off-lease equipment (assets) to be impaired and recorded fair value adjustments of $37 thousand to reduce the cost basis of the equipment.

The aforementioned adjustments were non-recurring. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair values of such impaired equipment are classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of the 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 December 31, 2014, all impaired off-lease equipment was disposed of.

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.

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.

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ATEL CAPITAL EQUIPMENT FUND IX, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

11. Fair value measurements: - (continued)

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

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

Commitments and Contingencies

Management has determined that 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 June 30, 2015 and December 31, 2014 (in thousands):

         
  Fair Value Measurements at June 30, 2015
     Carrying Amount   Level 1   Level 2   Level 3   Total
Financial assets:
                                            
Cash and cash equivalents   $     3,009     $     3,009     $       —     $       —     $   3,009  
Notes receivable, net     261                   261       261  
Investment in securities     5                   5       5  
Warrants     145                   145       145  
Financial liabilities:
                                            
Non-recourse debt     6,139                   6,271       6,271  

         
  Fair Value Measurements at December 31, 2014
     Carrying Amount   Level 1   Level 2   Level 3   Total
Financial assets:
                                            
Cash and cash equivalents   $     4,633     $     4,633     $       —     $       —     $   4,633  
Notes receivable, net     332                   332       332  
Investment in securities     5                   5       5  
Warrants     125                   125       125  
Financial liabilities:
                                            
Non-recourse debt     8,537                   8,747       8,747  

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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,” 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 markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Capital Equipment Fund IX, LLC (the “Company” or the “Fund”) is a California limited liability company that was formed in September 2000 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing, lending and sales activities, primarily in the United States. The Managing Member of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units, at a price of $10 per Unit. The offering was terminated in January 2003. During early 2003, 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 utilized its credit facilities and reinvested cash flow in excess of certain amounts required to be distributed to the Other Members to acquire additional equipment.

The Company may continue until December 31, 2020. However, pursuant to the guidelines of the Limited Liability Company Operating Agreement (“Operating Agreement”), the Company commenced liquidation phase activities subsequent to the end of the Reinvestment Period which ended on December 31, 2009. Periodic distributions will be paid at the discretion of the Managing Member.

Results of Operations

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

The Company had net income of $833 thousand and $1.0 million for the three months ended June 30, 2015 and 2014, respectively. The results for the second quarter of 2015 reflect decreases in total revenues and total operating expenses when compared to the prior year period.

Revenues

Total revenues for the second quarter of 2015 decreased by $363 thousand, or 18%, as compared to the prior year period. The net decline in total revenues was primarily a result of decreases in both operating lease and direct financing lease revenues, and in gain on sales or dispositions of securities and warrants partially offset by a favorable change in the fair value of the Fund’s portfolio of warrants since June 30, 2014.

The reduction in operating lease revenues totaled $248 thousand and was mainly due to the impact of continued run-off and sales of lease assets as well as a reduction in usage-based rental income. Direct financing lease revenues decreased by $139 thousand largely due to run-off of the portfolio; and, gain recognized on sales or dispositions of securities and warrants declined $44 thousand due to the absence of net exercises of warrant positions during the current year quarter.

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Partially offsetting the aforementioned decreases in revenues was an $82 thousand favorable change in the fair value of the Fund’s warrants. During the three months ended June 30, 2015, the Company recorded $7 thousand of unrealized gains on fair valuation of warrants as compared to $75 thousand of unrealized losses during the prior year period. Such change in market value was attributable to the required periodic revaluation of the warrants in the Company’s portfolio of investments. In this regard, the majority of the increase in fair market value is related to an increase in the Fund’s population of portfolio companies partially offset by the decline in price of one publicly-traded portfolio company.

Expenses

Total operating expenses for the second quarter of 2015 decreased by $152 thousand, or 16%, as compared to the prior year period. The net decline in operating expenses was primarily due to decreases in depreciation and interest expenses partially offset by an increase in the provision for credit losses.

Depreciation expense was reduced by $107 thousand largely due to continued run-off and sales of lease assets, and an increase in the number of assets that have been fully depreciated since June 30, 2014; and, interest expense declined by $77 thousand primarily as a result of a $4.7 million net decrease in outstanding borrowings since June 30, 2014.

The aforementioned decreases in expenses were offset, in part, by a $27 thousand increase in the provision for credit losses. Such increase was mainly attributable to an operating lease receivable that became delinquent during the current year period.

The six months ended June 30, 2015 versus the six months ended June 30, 2014

The Company had net income of $1.7 million and $3.1 million for the six months ended June 30, 2015 and 2014, respectively. The results for the first half of 2015 reflect decreases in total revenues and total operating expenses when compared to the prior year period.

Revenues

Total revenues for the first half of 2015 decreased by $1.7 million, or 34%, as compared to the prior year period. The net decrease in total revenues was primarily due to decreases in gains recognized on sales of lease assets and early termination of notes receivable, operating lease revenues and direct financing lease revenues partially offset by a favorable change in the fair value of the Fund’s portfolio of warrants since June 30, 2014.

The decrease in gain on sales of lease assets and early termination of notes receivable totaled $988 thousand and was primarily due to a $938 thousand gain realized on the sale of two gas compressors during the prior year period. Operating lease revenues declined by $456 thousand mainly due to the impact of continued run-off and sales of lease assets; and, direct financing lease revenues was reduced by $269 thousand largely due to run-off of the portfolio.

Partially offsetting the aforementioned decreases in revenues was a $112 thousand favorable change in the fair value of the Fund’s warrants. During the six months ended June 30, 2015, the Company recorded $20 thousand of unrealized gains on fair valuation of warrants as compared to $92 thousand of unrealized losses during the prior year period. Such change in market value was attributable to the required periodic revaluation of the warrants in the Company’s portfolio of investments. In this regard, the majority of the increase in fair market value is related to an increase in the Fund’s population of portfolio companies partially offset by the decline in price of one publicly-traded portfolio company.

Expenses

Total operating expenses for the first half of 2015 decreased by $277 thousand, or 15%, as compared to the prior year period. The net decline in operating expenses was primarily due to decreases in depreciation and interest expenses partially offset by an increase in franchise fees and state taxes.

Depreciation expense was reduced by $174 thousand largely due to continued run-off and sales of lease assets, and an increase in the number of assets that have been fully depreciated since June 30, 2014; while interest expense declined by $152 thousand primarily as a result of a $4.7 million net decrease in outstanding borrowings since June 30, 2014.

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The aforementioned decreases in expenses were offset, in part, by a $41 thousand increase in franchise fees and state taxes resulting from a higher estimated tax liability.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $3.0 million and $4.6 million at June 30, 2015 and December 31, 2014, 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 distributions are made to the Other Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source of liquidity for the Company is its cash flow from leasing activities. As initial lease terms expire, the Company re-leases or sells the equipment. The future liquidity beyond the contractual minimum rentals will depend on the Company’s success in remarketing or selling the equipment as it comes off-rental.

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

Cash Flows

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

       
  Three Months Ended
June 30,
  Six Months Ended
June 30,
     2015   2014   2015   2014
Net cash provided by (used in):
                                   
Operating activities   $    1,034     $     1,253     $     1,983     $      2,720  
Investing activities     743       847       1,397       3,182  
Financing activities     (2,512 )      (2,437 )      (5,004 )      (5,506 ) 
Net (decrease) increase in cash and cash equivalents   $ (735 )    $ (337 )    $ (1,624 )    $ 396  

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

During the three months ended June 30, 2015 and 2014, the Company’s primary sources of liquidity have been cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company realized $80 thousand and $315 thousand of proceeds from sales or dispositions of equipment and early termination of notes receivable during the respective three months ended June 30, 2015 and 2014.

During the same respective periods, cash was primarily used to pay distributions to both Other Members and the Managing Member, and to pay down debt. Distributions paid to Members totaled $1.3 million for each of the three months ended June 30, 2015 and 2014; while cash used to pay down debt totaled $1.2 million and $1.1 million for the respective three months ended June 30, 2015 and 2014.

The six months ended June 30, 2015 versus the six months ended June 30, 2014

During the six months ended June 30, 2015 and 2014, the Company’s primary sources of liquidity have been cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company realized $113 thousand and $2.1 million of proceeds from sales or dispositions of equipment and early termination of notes receivable during the respective six months ended June 30, 2015 and 2014.

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During the same respective periods, cash was primarily used to pay distributions to both Other Members and the Managing Member, and to pay down debt. Distributions paid to Members totaled $2.6 million and $3.3 million for the respective six months ended June 30, 2015 and 2014; while cash used to pay down debt totaled $2.4 million and $2.2 million, respectively.

Non-Recourse Long-Term Debt

As of June 30, 2015 and December 31, 2014, the Company had non-recourse long-term debt totaling $6.1 million and $8.5 million, respectively. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.

The Operating Agreement limits aggregate borrowings to 50% of the total cost of equipment. For detailed information on the Company’s non-recourse debt obligation, see Note 7 in Item 1. Financial Statements.

Distributions

The Company commenced periodic distributions, based on cash flows from operations, beginning with the month of February 2001. The monthly distributions were discontinued in 2010 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Manager.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At June 30, 2015, the Company had no commitments to purchase lease assets or fund investments in notes receivable.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The board will also allow companies to adopt the standard as of the original effective date, which is January 2017, if they are inclined to do so. 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.

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Critical Accounting Policies and Estimates

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

The Company’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to the Company’s critical accounting policies since December 31, 2014.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief 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, Management 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 June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Company. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Company’s financial position or results of operations. No material legal proceedings are currently pending against the Company or against any of its assets.

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.

Documents filed as a part of this report:

1. Financial Statement Schedules

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

2. Other Exhibits

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

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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: August 13, 2015

ATEL CAPITAL EQUIPMENT FUND IX, LLC
(Registrant)

   
      

By:

ATEL Financial Services, LLC
Managing Member of Registrant

By:   /s/ Dean L. Cash

Dean L. Cash
President and Chief Executive Officer of
ATEL Financial Services, LLC (Managing Member)
    

By:

  /s/ Paritosh K. Choksi

Paritosh K. Choksi
Executive Vice President and Chief Financial
Officer and Chief Operating Officer of
ATEL Financial Services, LLC (Managing Member)
    

By:

  /s/ Samuel Schussler

Samuel Schussler
Vice President and Chief Accounting Officer of
ATEL Financial Services, LLC (Managing Member)

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