Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - ATEL 16, LLC	v449636_exh32x2.htm
EX-32.1 - EXHIBIT 32.1 - ATEL 16, LLC	v449636_exh32x1.htm
EX-31.2 - EXHIBIT 31.2 - ATEL 16, LLC	v449636_exh31x2.htm
EX-31.1 - EXHIBIT 31.1 - ATEL 16, LLC	v449636_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 September 30, 2016


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 333-174418

ATEL 16, LLC

(Exact name of registrant as specified in its charter)


California		90-0920813
(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, 2016 was 4,305,636.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

ATEL 16, LLC

Index


Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2016 and December 31, 2015			3
Statements of Operations for the three and nine months ended September 30, 2016 and 2015			4
Statements of Changes in Members’ Capital for the year ended December 31, 2015 and for the nine months ended September 30, 2016			5
Statements of Cash Flows for the three and nine months ended September 30, 2016 and 2015			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			28
Part II. Other Information			29
Item 1. Legal Proceedings			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3. Defaults Upon Senior Securities			29
Item 4. Mine Safety Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			29

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 16, LLC

BALANCE SHEETS

SEPTEMBER 30, 2016 AND DECEMBER 31, 2015
(In Thousands)


	September 30, 2016		December 31, 2015
	(Unaudited)
ASSETS
Cash and cash equivalents	$	6,496	$	11,763
Accounts receivable, net		202		702
Notes receivable, net		1,517		1,521
Investment in securities		67		—
Fair value of warrants		73		53
Investments in equipment and leases, net		29,801		29,222
Prepaid expenses and other assets		56		9
Total assets	$	38,212	$	43,270
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	2	$	5
Affiliates		367		97
Accrued distributions to Other Members		289		295
Other		161		155
Non-recourse debt		7,030		9,537
Unearned operating lease income		441		226
Total liabilities		8,290		10,315
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		29,922		32,955
Total Members’ capital		29,922		32,955
Total liabilities and Members’ capital	$	38,212	$	43,270

See accompanying notes.

TABLE OF CONTENTS

ATEL 16, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2016 AND 2015
(In Thousands Except for Units and Per Unit Data)
(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues:
Leasing and lending activities:
Operating lease revenue	$	1,696		$	1,119		$	4,814		$	2,492
Notes receivable interest income		46			33			140			57
Loss on sales of lease assets and early termination of notes receivable		(2	)		—			(3	)		(3	)
Unrealized gain on fair value adjustment for warrants		19			39			20			42
Interest income		—			1			—			1
Other		9			8			11			8
Total revenues		1,768			1,200			4,982			2,597
Expenses:
Depreciation of operating lease assets		1,348			813			3,865			1,829
Asset management fees to Managing Member		172			81			481			172
Acquisition expense		76			81			260			120
Cost reimbursements to Managing Member and/or affiliates		176			133			475			306
Reversal of provision for credit losses		(6	)		(2	)		—			—
Amortization of initial direct costs		44			31			131			74
Interest expense		54			1			183			1
Professional fees		41			18			122			68
Outside services		38			19			71			22
Taxes on income and franchise fees		9			7			25			24
Bank charges		32			19			89			67
Other		15			16			39			42
Total expenses		1,999			1,217			5,741			2,725
Net loss	$	(231	)	$	(17	)	$	(759	)	$	(128	)
Net loss:
Managing Member	$	—		$	—		$	—		$	—
Other Members		(231	)		(17	)		(759	)		(128	)
	$	(231	)	$	(17	)	$	(759	)	$	(128	)
Net loss per Limited Liability Company Unit (Other Members)	$	(0.05	)	$	(0.00	)	$	(0.18	)	$	(0.04	)
Weighted average number of Units outstanding		4,305,636			3,471,481			4,306,475			2,932,170

See accompanying notes.

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ATEL 16, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2015
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2016
(In Thousands Except for Units and Per Unit Data)


				Amount
	Units			Other Members			Managing Member		Total
Balance December 31, 2014		2,053,415		$	16,518		$	—	$	16,518
Capital contributions		2,266,221			22,662			—		22,662
Rescissions of Units		(12,000	)		(119	)		—		(119	)
Less selling commissions to affiliates		—			(2,031	)		—		(2,031	)
Syndication costs		—			(1,354	)		—		(1,354	)
Distributions to Other Members ($0.70 per Unit)		—			(2,269	)		—		(2,269	)
Net loss		—			(452	)		—		(452	)
Balance December 31, 2015		4,307,636			32,955			—		32,955
Rescissions of Units		(2,000	)		(16	)		—		(16	)
Distributions to Other Members ($0.52 per Unit)		—			(2,258	)		—		(2,258	)
Net loss		—			(759	)		—		(759	)
Balance September 30, 2016 (Unaudited)		4,305,636		$	29,922		$	—	$	29,922

See accompanying notes.

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ATEL 16, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2016 AND 2015
(In Thousands)
(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Operating activities:
Net loss	$	(231	)	$	(17	)	$	(759	)	$	(128	)
Adjustment to reconcile net loss to cash provided by (used in) operating activities:
Depreciation of operating lease assets		1,348			813			3,865			1,829
Loss on sales of lease assets and early termination of notes receivable		2			—			3			3
Amortization of initial direct costs		44			31			131			74
Reversal of provision for credit losses		(6	)		(2	)		—			—
Unrealized gain on value adjustment for warrants		(19	)		(39	)		(20	)		(42	)
Changes in operating assets and liabilities:
Accounts receivable		180			(255	)		500			(362	)
Prepaid expenses and other assets		153			4			(47	)		(8	)
Accounts payable, Managing Member		(4	)		13			(3	)		16
Accounts payable, other		(80	)		126			6			149
Accrued liabilities, affiliates		229			(1,178	)		270			(1,426	)
Unearned operating lease income		(132	)		407			215			442
Net cash provided by (used in) operating activities		1,484			(97	)		4,161			547
Investing activities:
Purchases of equipment on operating leases		(1,017	)		(10,402	)		(4,582	)		(20,621	)
Purchase of securities		—			—			(67	)		—
Proceeds from sales of lease assets		11			—			61			12
Payments of initial direct costs		(5	)		(153	)		(54	)		(327	)
Note receivable advances		(500	)		(1,500	)		(500	)		(1,500	)
Principal payments received on notes receivable		173			131			501			205
Net cash used in investing activities		(1,338	)		(11,924	)		(4,641	)		(22,231	)
Financing activities:
Borrowings under acquisition facility		—			1,612			—			1,612
Repayments under non-recourse debt		(372	)		—			(2,507	)		—
Selling commissions to affiliates		—			(400	)		—			(1,507	)
Syndication costs paid to Managing Member and affiliates		—			(269	)		—			(1,007	)
Distributions to Other Members		(757	)		(579	)		(2,264	)		(1,410	)
Capital contributions		—			4,538			—			16,840
Rescissions of Units		—			(99	)		(16	)		(119	)
Net cash (used in) provided by financing activities		(1,129	)		4,803			(4,787	)		14,409
Net decrease in cash and cash equivalents		(983	)		(7,218	)		(5,267	)		(7,275	)
Cash and cash equivalents at beginning of period		7,479			9,205			11,763			9,262
Cash and cash equivalents at end of period	$	6,496		$	1,987		$	6,496		$	1,987
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	67		$	—		$	147		$	—
Cash paid during the period for taxes	$	—		$	—		$	28		$	7
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	289		$	248		$	289		$	248

See accompanying notes.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL 16, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 27, 2012 for the purpose of raising capital and originating equipment financing transactions and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or the “Manager”), a Nevada limited liability company. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group (“ACG” or “ATEL”). The Fund may continue until terminated as provided in the ATEL 16, LLC limited liability company operating agreement dated November 1, 2013 (the “Operating Agreement”). Contributions in the amount of $500 were received as of December 31, 2012, 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.

Through September 30, 2016, cumulative contributions of $43.2 million (inclusive of the $500 initial Member’s capital investment), representing 4,319,636 Units, have been received. Through the same date, a net total of $135 thousand of such contributions (representing 14,000 Units) have been rescinded or repurchased (net of distributions paid and allocated syndication costs) by the Company. As of October 31, 2016, a total of 4,305,636 Units were issued and outstanding.

The Company is governed by the Operating Agreement. Pursuant to the terms of the Operating Agreement, the Managing Member and/or its affiliates receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of 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, 2015, 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 nine months ended September 30, 2016 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.

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2016, 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

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

the reporting period. Actual results could differ from the 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 determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.

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 table below summarizes geographic information relating to the sources, by nation, of the Company’s total revenues for the nine months ended September 30, 2016 and 2015 and long-lived tangible assets as of September 30, 2016 and December 31, 2015 (dollars in thousands):


	For The Nine Months Ended September 30,
	2016		% of Total			2015		% of Total
Revenue
United States	$	4,286		86	%	$	2,048		79	%
Costa Rica		696		14	%		549		21	%
Total International		696		14	%		549		21	%
Total	$	4,982		100	%	$	2,597		100	%


	As of September 30,					As of December 31,
	2016		% of Total			2015		% of Total
Long-lived assets
United States	$	25,088		84	%	$	23,978		82	%
Costa Rica		4,713		16	%		5,244		18	%
Total International		4,713		16	%		5,244		18	%
Total	$	29,801		100	%	$	29,222		100	%

Accounts receivable

Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are currently due to the Company.

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

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

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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.

Investment in securities:

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

Purchased securities

Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. The Company made its initial investment in purchased securities during the first quarter of 2016. As of September 30, 2016, purchased securities totaled $67 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. During the respective three and nine months ended September 30, 2016, the Company recorded unrealized gains of $19 thousand and $20 thousand on fair valuation of its warrants. By comparison, unrealized gains totaling $39 thousand and total $42 were recorded for the three and nine months ended September 30, 2015, respectively. As of September 30, 2016 and December 31, 2015, the estimated fair value of the Fund’s portfolio of warrants amounted to $73 thousand and $53 thousand, respectively. There have been no exercises of warrants, net or otherwise, during the three and nine months ended September 30, 2016 and 2015.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Fair Value:

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

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

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

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

The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, 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.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net loss and distributions per Unit for the three and nine months ended September 30, 2016 and 2015 is based upon the weighted average number of Other Members Units outstanding during the respective periods.

Recent accounting pronouncements:

In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the standard and its impact on operations and financial reporting.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of the new standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in ASU 2016-13 replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and its operational and related disclosure requirements.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU-2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is currently evaluating the standard and its operational and related disclosure requirements.

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

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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.

3. Notes receivable, net:

The Company has various notes receivables from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are from 30 to 36 months and bear interest at rates ranging from 11.26% to 17.31% per annum. The notes are secured by the equipment financed. The notes mature from 2016 through 2019. There were neither impaired notes nor notes placed in non-accrual status as of September 30, 2016 and December 31, 2015.

As of September 30, 2016, the minimum future payments receivable are as follows (in thousands):


Three months ending December 31, 2016	$	215
Year ending December 31, 2017		909
2018		430
2019		163
		1,717
Less: portion representing unearned interest income		(205	)
		1,512
Unamortized initial direct costs		5
Notes receivable, net	$	1,517

IDC (Initial Direct Cost) amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three and nine months ended September 30, 2016 and 2015 are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
IDC amortization – notes receivable	$	2	$	1	$	5	$	1
IDC amortization – lease assets		42		30		126		73
Total	$	44	$	31	$	131	$	74

4. Allowance for credit losses:

As of September 30, 2016, the Company has no allowance for credit losses that was related to delinquent operating lease receivables.

The Company had no financing receivables on non-accrual or impaired status at both September 30, 2016 and December 31, 2015.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Investment in equipment and leases, net:

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


	Balance December 31, 2015		Additions/ Dispositions		Depreciation/ Amortization Expense			Balance September 30, 2016
Net investment in operating leases	$	28,696	$	4,517	$	(3,865	)	$	29,348
Initial direct costs, net of accumulated amortization of $260 at September 30, 2016 and $134 at December 31, 2015		526		53		(126	)		453
Total	$	29,222	$	4,570	$	(3,991	)	$	29,801

Additions to net investment in operating lease assets are stated at cost.

Impairment of investments in leases:

Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted future rents from the existing lease contract, if any. 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 respective three and nine months ended September 30, 2016 and 2015.

The Company utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Company’s equipment totaled $1.3 million and $813 thousand for the respective three months ended September 30, 2016 and 2015, and $3.9 million and $1.8 million for the respective nine months ended September 30, 2016 and 2015.

IDC amortization expense related to the Company’s operating leases totaled $44 thousand and $31 thousand for the respective three months ended September 30, 2016 and 2015, and $131 thousand and $74 for the respective nine months ended September 30, 2016 and 2015.

All of the Company’s leased property was acquired in the years beginning from 2014 through 2016.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Operating leases:

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


	Balance December 31, 2015			Additions			Dispositions			Balance September 30, 2016
Aviation	$	8,013		$	—		$	—		$	8,013
Containers		5,790			997			(48	)		6,739
Coal terminal		5,000			—			—			5,000
Materials handling		3,787			277			—			4,064
Transportation, rail		2,294			1,017			—			3,311
Mining		2,766			—			—			2,766
Marine vessels		—			2,291			—			2,291
Transportation, other		1,858			—			(28	)		1,830
Manufacturing		1,243			—			—			1,243
Construction		799			—			—			799
Other		826			—			—			826
		32,376			4,582			(76	)		36,882
Less accumulated depreciation		(3,680	)		(3,865	)		11			(7,534	)
Total	$	28,696		$	717		$	(65	)	$	29,348

The average estimated residual value for assets on operating leases was 33% and 41% of the assets’ original cost at September 30, 2016 and December 31, 2015, respectively. The decrease was primarily the result of a renewal of an eighteen-month lease over a seven-year period. There were no operating leases in non-accrual status at September 30, 2016 and December 31, 2015.

At September 30, 2016, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):


	Operating Leases
Three months ending December 31, 2016	$	1,169
Year ending December 31, 2017		6,494
2018		6,095
2019		3,463
2020		2,197
2021		1,279
Thereafter		1,129
	$	21,826

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ATEL 16, 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 September 30, 2016, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):


Equipment category	Useful Life
Coal terminal		50 – 60
Transportation, rail		35 – 40
Marine vessel		20 – 30
Aviation		20 – 30
Containers		15 – 20
Manufacturing		10 – 15
Mining		10 – 15
Construction		7 – 10
Materials handling		7 – 10
Transportation, other		7 – 10

6. Related Party Transactions:

The terms of the Operating Agreement provide that the Managing Member and/or affiliates are entitled to receive certain fees, for equipment acquisition and asset management services and to receive reimbursements for payments made on behalf of the Fund for certain operating expenses, which are more fully described in Section 8 of the Operating Agreement.

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 managed 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.

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; and investor relations, communications services and general administrative services are performed by AFS.

During its offering period, the Fund will pay selling commissions of up to 9% of the selling price of the Units to ATEL Securities Corporation (“ASC”), an affiliate of the Managing Member acting as Dealer Manager for the group of selling broker-dealers. ASC will in turn pay to participating broker-dealers selling commissions of up to 7% of the price of the Units sold by them, retaining the balance of 2%.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Related Party Transactions: - (continued)

During the three and nine months ended September 30, 2016 and 2015, 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,
	2016		2015		2016		2015
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members capital	$	—	$	400	$	—	$	1,507
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members capital		—		267		—		1,005
Administrative costs reimbursed to Managing Member and/or affiliates		176		133		475		306
Asset management fees to Managing Member		172		81		481		172
Acquisition and initial direct costs paid to Managing Member		81		232		315		433
	$	429	$	1,113	$	1,271	$	3,423

7. Syndication Costs:

Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. There were no syndication costs recorded during the three and nine months ended September 30, 2016 as such efforts and related costs ceased upon the termination of the Fund’s offering on November 5, 2015. Syndication costs totaled $667 thousand and $2.5 million for the three and nine months ended September 30, 2015, respectively.

The Operating Agreement places a limit for syndication 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. As of September 30, 2016 and December 31, 2015, the Company did not record syndication costs in excess of the limitation. The limitation on the amount of syndication costs pursuant to the Operating Agreement is determined on the date of termination of the offering. At such time, the Manager guarantees repayment of any excess syndication costs (above the limitation) which it may have collected from the Company, which guarantee is without recourse or reimbursement by the Fund.

8. Non-recourse debt:

At September 30, 2016, non-recourse debt consists of notes payable to financial institutions. The note payments are due in monthly installments. Interest on the notes range from 2.25% to 3.75% per annum. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2016, gross operating lease rentals totaled approximately $7.5 million over the remaining lease terms and the carrying value of the pledged assets is $9.1 million. The notes mature from 2017 through 2022.

The non-recourse debt does not contain any material financial covenants. The debt is 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 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

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Non-recourse debt: - (continued)

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
Three months ending December 31, 2016	$	159	$	9	$	168
Year ending December 31, 2017		2,364		196		2,560
2018		2,266		135		2,401
2019		669		75		744
2020		533		53		586
2021		510		34		544
Thereafter		529		15		544
	$	7,030	$	517	$	7,547

9. Borrowing facilities:

Effective January 7, 2014, the Company has been added as a participant with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions. The Credit Facility is comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate. As of September 30, 2016, the Credit Facility is for an amount up to $75.0 million and is set to expire on June 30, 2017. The lending syndicate providing the Credit Facility will have a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility. Such Credit Facility includes certain financial covenants.

As of September 30, 2016 and December 31, 2015, borrowings under the Credit Facility were as follows (in thousands):


	September 30, 2016			December 31, 2015
Total available under the financing arrangement	$	75,000		$	75,000
Amount borrowed by the Company under the acquisition facility		—			—
Amounts borrowed by affiliated partnerships and Limited Liability Companies under the working capital, acquisition and warehouse facilities		(1,045	)		(1,090	)
Total remaining available under the working capital, acquisition and warehouse facilities	$	73,955		$	73,910

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of September 30, 2016, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Borrowing facilities: - (continued)

remaining available to all borrowers to draw under Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.

As of September 30, 2016, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $29.9 million, 0.23 to 1, and 24.72 to 1, respectively, as of September 30, 2016. As such, as of September 30, 2016, the Company was in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.

Fee and interest terms

The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. The Company had no borrowings outstanding as of September 30, 2016 and December 31, 2015.

Warehouse facility

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

As of September 30, 2016, the investment program participants were ATEL 14, LLC, ATEL 15, LLC and the Company. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro-rata portion of the obligations of each of the affiliated limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

There were no borrowings under the Warehouse Facility as of September 30, 2016 and December 31, 2015.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

10. Commitments:

At September 30, 2016, there were commitments to purchase lease assets and fund investments in notes receivable totaling approximately $3.7 million and $3.0 million, respectively. These amounts represent contract awards which may be canceled by the prospective borrower/lessee or may not be accepted by the Company.

11. Members’ Capital:

Units issued and outstanding totaled 4,305,636 and 4,307,636 Units at September 30, 2016 and December 31, 2015, respectively, including the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

Distributions to the Other Members for the three and nine months ended September 30, 2016 and 2015 were as follows (in thousands except Units and per Unit data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Distributions	$	750	$	607	$	2,258	$	1,536
Weighted average number of Units outstanding		4,305,636		3,471,481		4,306,475		2,932,170
Weighted average distributions per Unit	$	0.17	$	0.17	$	0.52	$	0.52

12. Fair value measurements:

At September 30, 2016 and December 31, 2015, 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 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 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). The calculated fair value of the Fund’s warrant portfolio was $73 thousand and $53 thousand at September 30, 2016 and December 31, 2015, respectively. Such valuation is 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):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Fair value of warrants at beginning of period	$	54	$	14	$	53	$	11
Unrealized gain on fair value adjustment for warrants		19		39		20		42
Fair value of warrants at end of period	$	73	$	53	$	73	$	53

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring fair value calculation categorized as Level 3 in the fair value hierarchy at September 30, 2016 and December 31, 2015:

September 30, 2016

Name

Valuation
Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$1.21 – $3.68

Exercise price

$1.00 – $2.54

Time to maturity (in years)

7.56 – 9.88

Risk-free interest rate

1.46% – 1.60%

Annualized volatility

100.00%

December 31, 2015

Name

Valuation
Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$1.21 – $3.70

Exercise price

$1.00 – $2.31

Time to maturity (in years)

8.32 – 9.66

Risk-free interest rate

2.17% – 2.25%

Annualized volatility

100.00%

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

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

Cash and cash equivalents

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

Notes receivable

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

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.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

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.

Borrowings

Borrowings include the outstanding amounts on the Company’s acquisition facility. The carrying amount of these variable rate obligations approximate fair value based on current borrowing rates for similar types of borrowings.

Commitments and Contingencies

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

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

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at September 30, 2016 and December 31, 2015 (in thousands):


	September 30, 2016
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	6,496	$	6,496	$	—	$	—	$	6,496
Notes receivable, net		1,517		—		—		1,517		1,517
Investment in securities		67		—		—		67		67
Fair value of warrants		73		—		—		73		73
Financial liabilities:
Non-recourse debt		7,030		—		—		7,156		7,156


	December 31, 2015
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	11,763	$	11,763	$	—	$	—	$	11,763
Notes receivable, net		1,521		—		—		1,521		1,521
Fair value of warrants		53		—		—		53		53
Financial liabilities:
Non-recourse debt		9,537		—		—		9,530		9,530

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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, 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 and borrower defaults and the creditworthiness of its lessees and borrowers. 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

Through September 30, 2016, cumulative contributions of $43.2 million (inclusive of the $500 initial Member’s capital investment), representing 4,319,636 Units, have been received. Through the same date, a net total of $135 thousand of such contributions (representing 14,000 Units) have been rescinded or repurchased (net of distributions paid and allocated syndication costs) by the Company. As of September 30, 2016, a total of 4,305,636 Units were issued and outstanding.

Results of Operations

The three months ended September 30, 2016 versus the three months ended September 30, 2015

The Company had net losses of $231 thousand and $17 thousand for the three months ended September 30, 2016 and 2015, respectively. Results for the third quarter of 2016 reflect increases in both total revenues and total expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2016 increased by $568 thousand or 47%, as compared to the prior year period. Such growth in revenues was primarily due to the $577 thousand increase in operating lease revenues as the Fund had acquired equipment for long term operating leases totaling $8.9 million since September 30, 2015. Such increase in acquisition of lease assets was primarily reflective of the increase in capital raised.

Expenses

Total expenses for the third quarter of 2016 increased by $782 thousand or 64%, as compared to the prior year period. Such increase was primarily attributable to higher amounts of depreciation expense, asset management fees to Managing Member, interest expense and cost reimbursements to affiliates.

The increase in depreciation expense totaled $535 thousand and was largely due to the addition of $8.9 million of net equipment purchases for operating leases during the past twelve months. Asset management fees paid to the Manager increased by $91 thousand primarily due to the increase in managed assets. Interest expense increased by $53 thousand due to the $9.6 million of non-recourse debt added subsequent to September 30, 2015.

Cost reimbursements to affiliates increased by $43 thousand as a result of an increase in allocated costs consistent with the Fund’s expanded asset base and operations.

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The nine months ended September 30, 2016 versus the nine months ended September 30, 2015

The Company had net losses of $759 thousand and $128 thousand for the nine months ended September 30, 2016 and 2015, respectively. Results for the third quarter of 2016 reflect increases in both total revenues and total expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2016 increased by $2.4 million or 92%, as compared to the prior year period. The growth in revenues was primarily attributable to a $2.3 million increase in operating lease revenues as the Fund had acquired equipment for long term operating leases totaling $8.9 million since September 30, 2015.

Expenses

Total expenses for the third quarter of 2016 increased by $3.0 million or 111%, as compared to the prior year period. The increase in expenses was primarily attributable to increases in depreciation expense, asset management fees to Managing Member, acquisition and interest expense, and cost reimbursements to affiliates.

The increase in depreciation expense totaled $2.0 million and was largely due to the addition of approximately $8.9 million of net equipment purchases for operating leases since September 30, 2015. Asset management fees paid to the Manager increased by $309 thousand primarily due to the increase in managed assets. Acquisition expense was higher by $140 thousand resulting from the increase in both lease asset acquisition and loan funding activities since September 30, 2015.

Interest expense increased by $182 thousand due to the $9.6 million of non-recourse debt added subsequent to September 30, 2015. Cost reimbursements to affiliates increased by $169 thousand as a result of an increase in allocated costs consistent with the Fund’s expanded asset base and operations.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $6.5 million and $11.8 million as of September 30, 2016 and December 31, 2015, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The Company currently believes it has 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. The Managing Member envisions no such requirements for operating purposes.

Cash Flows

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net cash provided by (used in):
Operating activities	$	1,484		$	(97	)	$	4,161		$	547
Investing activities		(1,338	)		(11,924	)		(4,641	)		(22,231	)
Financing activities		(1,129	)		4,803			(4,787	)		14,409
Net decrease in cash and cash equivalents	$	(983	)	$	(7,218	)	$	(5,267	)	$	(7,275	)

The three months ended September 30, 2016 versus the three months ended September 30, 2015

During the three months ended September 30, 2016, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts, and its investments in notes receivable. In addition, the Company realized $11 thousand of proceeds from the sale of lease assets and early termination of certain notes receivable.

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By comparison, during the prior year period, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units, which totaled $4.5 million. As an additional source, the Company began to realize increased cash flow from its investments in lease assets and notes receivable.

The main uses of cash during the three months ended September 30, 2016 were to purchase $1.0 million of lease equipment, fund investments in notes receivable totaling $500 thousand, pay down $372 thousand of non-recourse debt, and pay $757 thousand of distributions.

During the prior year period, the main use of cash was to acquire lease equipment totaling $10 million. The Company funded investments in notes receivable totaling $1.5 million. Cash was also used to pay commissions and syndication costs of $400 thousand and $269 thousand, respectively, and to pay distributions totaling $579 thousand.

The nine months ended September 30, 2016 versus the nine months ended September 30, 2015

During the nine months ended September 30, 2016, the Company’s primary source of liquidity was cash flow from its portfolio of operating lease contracts, and its investments in notes receivable. In addition, the Company realized $61 thousand of proceeds from the sale of lease assets and early termination of certain notes receivable.

During the prior year period, the Company’s main source of liquidity was subscription proceeds from the public offering of Units, which totaled $16.8 million, and cash flow from its investments in lease assets and notes receivable.

The main uses of cash during the first nine months of 2016 were to purchase $4.6 million of lease equipment, fund investments in notes receivable totaling $500 thousand, pay down $2.5 million of non-recourse debt, and pay $2.3 million of distributions.

By comparison, during the prior year period, cash was mainly used to acquire lease equipment totaling $20.6 million. The Company funded investments in notes receivable totaling $1.5 million. Cash was also used to pay commissions and syndication costs of $1.5 million and 1.0 million, respectively, and to pay distributions totaling $1.4 million.

Revolving credit facility

Compliance with covenants

The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company was in compliance with all applicable covenants under the Credit Facility as of September 30, 2016. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.

Material financial covenants

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

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As of September 30, 2016, the material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10 million
Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.25 to 1
Collateral Value: Collateral value under the Warehouse Facility must be no less than the outstanding
borrowings under that facility
EBITDA to Interest Ratio: Not to be less than 2 to 1 for the four fiscal quarters just ended

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

The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $29.9 million, 0.23 to 1, and 24.72 to 1, respectively, as of September 30, 2016. As such, as of September 30, 2016, the Company was in compliance with all such material financial covenants.

Reconciliation to GAAP of EBITDA

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

The following is a reconciliation of net loss to EBITDA, as defined in the loan agreement, for the twelve months ended September 30, 2016 (in thousands):


Net loss – GAAP basis	$	(1,083	)
Interest expense		201
Depreciation and amortization		5,036
Amortization of initial direct costs		170
Unrealized gain on fair valuation of warrants		(19	)
Principal payments received on notes receivable		657
EBITDA (for Credit Facility financial covenant calculation only)	$	4,962

Events of default, cross-defaults, recourse and security

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

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

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

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

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 April 2014. Additional distributions have been made through September 30, 2016.

Cash distributions were paid by the Fund to Unitholders of record as of August 31, 2016, and paid through September 30, 2016. The distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the ATEL 16, LLC Prospectus dated November 5, 2013 (“Prospectus”) under “Income, Losses and Distributions.” 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 leases, loans 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 leases, loans and investments acquired.

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The following table summarizes distribution activity for the Fund from inception through September 30, 2016 (in thousands except for Units and Per Unit Data):



Distribution Period⁽¹⁾	Paid		Return of Capital				Distribution of Income				Total Distribution				Total Distribution per Unit⁽²⁾		Weighted Average Units Outstanding⁽³⁾
Monthly and quarterly distributions
Nov 2013 – Mar 2014 (Distribution of all escrow interest)		Jun 2014	$	—			$	—			$	—				n/a		n/a
Mar 2014 – Nov 2014		Apr 2014 – Dec 2014		453				—				453				0.51		896,524
Dec 2014 – Nov 2015		Jan 2015 – Dec 2015		2,096				—				2,096				0.69		3,044,217
Dec 2015 – Aug 2016		Jan 2016 – Sep 2016		2,264				—				2,264				0.53		4,306,698
			$	4,813			$	—			$	4,813			$	1.73
Source of distributions
Lease and loan payments and sales proceeds received			$	4,813	100.00	%	$	—	0.00	%	$	4,813	100.00	%
Interest Income				—	0.00	%		—	0.00	%		—	0.00	%
Debt against non-cancellable firm term payments on leases and loans				—	0.00	%		—	0.00	%		—	0.00	%
			$	4,813	100.00	%	$	—	0.00	%	$	4,813	100.00	%

(1)

Investors may elect to receive their distributions either monthly or quarterly. See “Timing and Method of Distributions” on Page 67 of the Prospectus.

(2)

Total distributions per Unit represents the per Unit distributions rate for those units which were outstanding for all of the applicable period.

(3)

Balances shown represent weighted average units for the period from March 6 — November 30, 2014, December 1, 2014 — November 30, 2015 and December 31, 2015 — August 31, 2016, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see Note 2 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).

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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, 2015. There have been no material changes to the Company’s critical accounting policies since December 31, 2015.

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, 2016 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.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)

Documents filed as a part of this report

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.

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: November 10, 2016

ATEL 16, LLC
(Registrant)

By:

ATEL Managing Member, LLC
Managing Member of Registrant


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

ATEL 16, LLC - FORM 10-Q - November 10, 2016

Attached files

Form 10-Q

For the quarterly period ended September 30, 2016

For the transition period from to

Commission File number 333-174418

ATEL 16, LLC

DOCUMENTS INCORPORATED BY REFERENCE

ATEL 16, LLC Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Limited Liability Company matters:

2. Summary of significant accounting policies:

Basis of presentation:

Use of Estimates:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

Segment reporting:

Accounts receivable

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

Financing receivables

Investment in securities:

Purchased securities

Warrants

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

Fair Value:

Per Unit data:

Recent accounting pronouncements:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

3. Notes receivable, net:

4. Allowance for credit losses:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

5. Investment in equipment and leases, net:

Impairment of investments in leases:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

Operating leases:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

6. Related Party Transactions:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

6. Related Party Transactions: - (continued)

7. Syndication Costs:

8. Non-recourse debt:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

8. Non-recourse debt: - (continued)

9. Borrowing facilities:

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

9. Borrowing facilities: - (continued)

Fee and interest terms

Warehouse facility

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

10. Commitments:

11. Members’ Capital:

12. Fair value measurements:

Warrants (recurring)

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

12. Fair value measurements: - (continued)

Cash and cash equivalents

Notes receivable

Investment in securities

ATEL 16, LLC NOTES TO FINANCIAL STATEMENTS (Unaudited)

12. Fair value measurements: - (continued)

Non-recourse debt

Borrowings

Commitments and Contingencies

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

Overview

Results of Operations

The three months ended September 30, 2016 versus the three months ended September 30, 2015

Revenues

Expenses

The nine months ended September 30, 2016 versus the nine months ended September 30, 2015

Revenues

ATEL 16, LLC

Index

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL 16, LLC
(Registrant)