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Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended September 30, 2024

☐ 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 000-55417

ATEL 16, LLC

(Exact name of registrant as specified in its charter)


California	90-0920813
(State or other jurisdiction of	(I. R. S. Employer
incorporation or organization)	Identification No.)

505 Montgomery Street, 7th Floor, San Francisco, California 94111

(Address of principal executive offices)

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

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

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

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


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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

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

The number of Limited Liability Company Units outstanding as of October 31, 2024 was 4,269,656.

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, 2024 and December 31, 2023	3
	Statements of Operations for the three and nine months ended September 30, 2024 and 2023	4
	Statements of Changes in Members’ Capital for the three and nine months ended September 30, 2024 and 2023	5
	Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	6
	Notes to the Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION	26

Item 1.	Legal Proceedings	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 16, LLC

BALANCE SHEETS

SEPTEMBER 30, 2024 AND DECEMBER 31, 2023
(In Thousands)

(Unaudited)


	September 30,		December 31,
	2024		2023

ASSETS
Cash and cash equivalents	$	1,647	$	3,238
Accounts receivable, net		56		85
Investment in equity securities		48		48
Warrants, fair value		78		75
Investment in equipment and leases, net		4,403		5,234
Prepaid expenses and other assets		3		2
Total assets	$	6,235	$	8,682

LIABILITIES AND MEMBERS’ CAPITAL

Accounts payable and accrued liabilities:
Due to Managing Member and affiliates	$	28	$	39
Accrued distributions to Other Members		288		288
Other		76		88
Non-recourse debt		520		770
Unearned operating lease income		250		129
Total liabilities		1,162		1,314

Commitments and contingencies (Note 7)

Members’ capital:
Managing Member		—		—
Other Members		5,073		7,368
Total Members’ capital		5,073		7,368
Total liabilities and Members’ capital	$	6,235	$	8,682

See accompanying notes.

Table of Contents

ATEL 16, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023
(In Thousands Except for Units and Per Unit Data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating revenues:
Operating lease revenue, net	$	508	$	545	$	1,609	$	1,653
Other revenue		12		7		24		34
Total operating revenues		520		552		1,633		1,687

Operating expenses:
Depreciation of operating lease assets		243		301		802		953
Asset management fees to Managing Member		76		77		229		231
Cost reimbursements to Managing Member and/or affiliates		92		74		236		231
Amortization of initial direct costs		1		3		7		9
Interest expense		7		10		22		33
Professional fees		27		86		185		182
Outside services		22		19		56		56
Taxes on income and franchise fees		12		12		83		74
Other expense		20		2		62		40
Total operating expenses		500		584		1,682		1,809
Net income (loss) from operations		20		(32)		(49)		(122)

Other income (loss):
Unrealized loss on fair value adjustment for equity securities		—		(8)		—		(10)
Unrealized gain (loss) on fair value adjustment for warrants		4		(4)		3		(6)
Total other income (loss)		4		(12)		3		(16)
Net income (loss)	$	24	$	(44)	$	(46)	$	(138)

Net income (loss):
Managing Member	$	—	$	—	$	—	$	—
Other Members		24		(44)		(46)		(138)
	$	24	$	(44)	$	(46)	$	(138)

Net income (loss) per Limited Liability Company Unit - Other Members	$	0.01	$	(0.01)	$	(0.01)	$	(0.03)
Weighted average number of Units outstanding		4,269,656		4,273,530		4,270,970		4,274,158

See accompanying notes.

Table of Contents

ATEL 16, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023
(In Thousands Except for Units and Per Unit Data)

(Unaudited)



	Three Months Ended September 30, 2024
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2024	4,269,656	$	5,797	$	—	$	5,797
Distributions to Other Members ($0.18 per Unit)	—		(748)		—		(748)
Net income	—		24		—		24
Balance September 30, 2024	4,269,656	$	5,073	$	—	$	5,073

	Nine Months Ended September 30, 2024
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2023	4,271,656	$	7,368	$	—	$	7,368
Repurchase of Units	(2,000)		(7)		—		(7)
Distributions to Other Members ($0.52 per Unit)	—		(2,242)		—		(2,242)
Net loss	—		(46)		—		(46)
Balance September 30, 2024	4,269,656	$	5,073	$	—	$	5,073

	Three Months Ended September 30, 2023
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance June 30, 2023	4,273,986	$	8,839	$	—	$	8,839
Repurchase of Units	(2,330)		(9)		—		(9)
Distributions to Other Members ($0.18 per Unit)	—		(748)		—		(748)
Net loss	—		(44)		—		(44)
Balance September 30, 2023	4,271,656	$	8,038	$	—	$	8,038

	Nine Months Ended September 30, 2023
		Amount
		Other		Managing
	Units	Members		Member		Total
Balance December 31, 2022	4,274,486	$	10,431	$	—	$	10,431
Repurchase of Units	(2,830)		(11)		—		(11)
Distributions to Other Members ($0.53 per Unit)	—		(2,244)		—		(2,244)
Net loss	—		(138)		—		(138)
Balance September 30, 2023	4,271,656	$	8,038	$	—	$	8,038

See accompanying notes.

Table of Contents

ATEL 16, LLC

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023
(In Thousands)

(Unaudited)


	Nine Months Ended
	September 30,
	2024		2023
Operating activities:
Net loss	$	(46)	$	(138)
Adjustment to reconcile net loss to cash provided by operating activities:
Depreciation of operating lease assets		802		953
Amortization of initial direct costs		7		9
Provision for doubtful accounts		6		—
Unrealized loss on fair value adjustment for equity securities		—		10
Unrealized (gain) loss on fair value adjustment for warrants		(3)		6
Changes in operating assets and liabilities:
Accounts receivable		23		51
Prepaid expenses and other assets		(1)		3
Due to/from Managing Members and affiliates		(11)		(19)
Accounts payable, other		(12)		(18)
Accrued liabilities, affiliates		—		(1)
Unearned operating lease income		121		131
Net cash provided by operating activities		886		987

Investing activities:
Proceeds from sales of lease assets		22		—
Net cash provided by investing activities		22		—

Financing activities:
Repayments under non-recourse debt		(250)		(256)
Distributions to Other Members		(2,242)		(2,244)
Repurchases of Units		(7)		(11)
Net cash used in financing activities		(2,499)		(2,511)

Net decrease in cash and cash equivalents		(1,591)		(1,524)
Cash and cash equivalents at beginning of period		3,238		5,340
Cash and cash equivalents at end of period	$	1,647	$	3,816

Supplemental disclosures of cash flow information:
Cash paid during period for interest	$	22	$	34
Cash paid during period for taxes	$	96	$	72

Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	288	$	288

See accompanying notes.

Table of Contents

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 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or “Manager”), a Nevada limited liability company. The Managing Member is controlled by ATEL Financial Services, LLC (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated as provided in the ATEL 16, LLC Limited Liability Company Operating Agreement dated March 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.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a base price of $10 per Unit. As of March 6, 2014, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the second quarter of 2014. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on June 19, 2014, at which time a request was processed to release the Pennsylvania escrowed amounts. The offering was terminated on November 5, 2015.

As of September 30, 2024, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable), totaling $42.8 million (inclusive of the $500 initial Member’s capital investment) have been received. As of the same date, 4,269,656 Units were issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unit holders during the Offering Stage and Operating Stage of the Fund, any balance remaining after required minimum distributions, equal to not less than 7% nor more than 9% per annum on investors’ Original Invested Capital, during the Operating Stage, to be used to purchase additional investments during the Reinvestment Period (the first six years after the year the offering terminates); and (iii) provide additional cash distributions during the Liquidating Stage, commencing with the end of the Operating Stage/Reinvestment Period and continuing until all investment portfolio assets have been sold or otherwise disposed. The Company is governed by the Operating Agreement. On January 1, 2022, the Company commenced liquidation phase activities pursuant to the guidelines of 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 5, Related party transactions). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of the Managing Member.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (‘‘GAAP’’) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2024, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements.

Cash and cash equivalents:

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

Use of Estimates:

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

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

The primary geographic region in which the Company seeks leasing opportunities is North America. For the three and nine months ended September 30, 2024 and 2023, and as of September 30, 2024 and December 31, 2023, all of the

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Company’s current operating revenues and long-lived assets, respectively, relate to customers domiciled in the United States.

Accounts receivable:

Accounts receivable represent the amounts billed under operating lease contracts which are currently due to the Company. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and the collectability 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.

Investment in securities:

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

Investment in equity securities

The Company’s equity securities registered for public sale with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s equity securities that do not have readily determinable fair values are measured at cost minus impairment and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. The Company had $48 thousand of investment securities at both September 30, 2024 and December 31, 2023. Such amounts included investment securities which do not have readily available fair values totaling $47 thousand at both September 30, 2024 and December 31, 2023. During the three and nine months ended September 30, 2024, unrealized gains and losses on securities with readily determinable values were deemed de minimis. During the three and nine months ended September 30, 2023, the Company recorded unrealized losses of $8 thousand and $10 thousand on such securities. There were no fair value adjustments on securities that do not have readily determinable values during the three and nine months ended September 30, 2024 and 2023, and on a cumulative basis. There were neither impairment losses nor sale of securities during the three and nine months ended September 30, 2024 and 2023.

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. As of September 30, 2024 and December 31, 2023, the estimated fair value of the Company’s portfolio of warrants was $78 thousand and $75 thousand, respectively. Unrealized gains of $4 thousand were recorded on fair valuation of warrants for the three months ended September 30, 2024 as compared to unrealized losses of $4 thousand for the three months ended September 30, 2023. Unrealized gains of $3 thousand were recorded on fair valuation of warrants for the nine months ended September 30, 2024 as compared to unrealized losses of $6 thousand for the nine months ended September 30, 2023. There were no net exercises of warrants during the three and nine months ended September 30, 2024 and 2023.

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits in noninterest-bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250 thousand. The concentration of such deposits is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from lessees or borrowers in various industries related to equipment on operating lease contracts.

Equipment on operating leases and related revenue recognition:

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

The Company does not use the equipment held in its portfolio but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a material reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Company’s quarterly impairment analysis, as described below. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.

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

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

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Initial direct costs:

Incremental costs of a lease that would not have been incurred if the lease had not been obtained are capitalized and amortized over the lease term. All other costs associated with the execution of the Company’s leases are expensed as incurred.

Acquisition expense:

Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial direct costs, such amounts are expensed as incurred.

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.

Asset valuation:

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 the net book

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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.

Per Unit data:

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

Recent accounting pronouncements:

In October 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-06, Disclosure Improvements –Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates into the ASC certain incremental disclosure requirements introduced by the Securities and Exchange Commission (“SEC”) as part of its disclosure update and simplification initiative. The amendments in this update are intended to clarify or improve presentation and disclosure requirements around a variety of ASC Topics, improve entity comparability for users, and align ASC requirements with SEC regulations. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the ASC and not become effective. Early adoption is prohibited. The Company does not expect the issuance of this ASU to have a material impact on its financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures – to enhance disclosures about significant segment expenses for public entities reporting segment information. It requires that a public entity disclose, on an annual and interim basis, significant expense categories for each reportable segment. Significant expense categories are derived from expenses that are 1) regularly reported to an entity’s chief operating decision-maker (“CODM”), and 2) included in a segment’s reported measure of profit or loss. The disclosures should include an amount for “other segment items”, reflecting the difference between 1) segment revenue less significant segment expenses, and 2) the reportable segment’s profit or loss measures. It requires that a public entity disclose the title and position of the CODM and how the CODM uses the reported measure of profit or loss to assess segment performance and to allocate resources. Further it clarifies that entities with a single reportable segment must disclose both new and existing segment reporting requirements. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Entities must adopt the guidance on a retrospective basis. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which include improvements to income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to better align disclosures with Regulation S-X and to remove disclosures no longer considered cost beneficial or relevant. This ASU is effective for public entities for annual periods beginning after December 15, 2024, with earlier or retrospective application permitted. The amendments in this ASU should be

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

applied prospectively for annual financial statements not yet issued or made available for issuance. The Company is evaluating the future impact of the issuance of this ASU on its financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220) – Disaggregation of Income Statement Expenses, which requires disclosure in the notes to financial statements about specific types of expenses included in the expense captions presented on the face of the statement of operations. The requirements of the ASU are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact related to the adoption of ASU 2024-03 on its financial statement disclosures.

3. Investment in equipment and leases, net:

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


	Balance		Additions/		Depreciation/		Balance
	December 31,		Dispositions/		Amortization		September 30,
	2023		Reclassifications		Expense		2024
Equipment under operating leases, net	$	5,211	$	(22)	$	(802)	$	4,387
Initial direct costs, net		23		—		(7)		16
Total	$	5,234	$	(22)	$	(809)	$	4,403

The Company utilizes a straight-line depreciation method over the term of the equipment lease for equipment under operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $243 thousand and $301 thousand for the respective three months ended September 30, 2024 and 2023, and totaled $802 thousand and $953 thousand for the respective nine months ended September 30, 2024 and 2023.

For the respective three and nine months ended September 30, 2024 and 2023, total depreciation includes additional depreciation recorded to reflect quarter- and year-to-date changes in estimated residual values of certain equipment generating revenue under month-to-month extensions. Such additional depreciation totaled $19 thousand and $6 thousand for the respective three months ended September 30, 2024 and 2023, and $51 thousand and $11 thousand for the respective nine months ended September 30, 2024 and 2023. The estimated residual values of equipment associated with leases on month-to-month extensions are evaluated at least semi-annually, and depreciation recorded for the change in estimated reduction in value. In addition, there were no purchases of equipment and no impairment losses during the three and nine months ended September 30, 2024 and 2023.

IDC amortization expense related to the Company’s operating leases totaled $1 thousand and $3 thousand for the respective three months ended September 30, 2024 and 2023, and $7 thousand and $9 thousand for the respective nine months ended September 30, 2024 and 2023.

All of the Company’s lease asset purchases and capital improvements were made during the years from 2014 through 2021.

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Operating leases:

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


	Balance						Balance
	December 31,				Reclassifications/		September 30,
	2023		Additions		Dispositions		2024
Coal terminal	$	5,000	$	—	$	—	$	5,000
Aviation		3,858		—		—		3,858
Railroad		3,334		—		—		3,334
Marine vessel		2,291		—		—		2,291
Construction		1,902		—		—		1,902
Materials handling		825		—		(25)		800
Trucks and trailers		86		—		—		86
Other		204		—		(71)		133
		17,500		—		(96)		17,404
Less accumulated depreciation		(12,289)		(802)		74		(13,017)
Total	$	5,211	$	(802)	$	(22)	$	4,387

The average estimated residual value for assets on operating leases was 20% of the assets’ original cost at both September 30, 2024 and December 31, 2023. There were no operating leases in non-accrual status at September 30, 2024 and December 31, 2023.

At September 30, 2024, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):


	Operating
	Leases
Three months ending December 31, 2024	$	198
Year ending December 31, 2025		452
2026		366
2027		295
2028		97
	$	1,408

The useful lives for each category of leases are reviewed at a minimum of once per quarter. As of September 30, 2024, 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
Railroad		35 - 50
Marine vessel		20 - 30
Aviation		20 - 30
Construction		7 - 10
Materials handling		7 - 10
Trucks and trailers		7 - 10
Other		7 - 10

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NOTES TO FINANCIAL STATEMENTS

(Unaudited)

4. Allowance for doubtful accounts:

The Company’s allowance for doubtful accounts are as follows (in thousands):


	Allowance for
	Doubtful
	Accounts
	Operating
	Leases
Balance December 31, 2022	$	8
Provision for doubtful accounts		—
Balance September 30, 2023	$	8

Balance December 31, 2023	$	1
Provision for doubtful accounts		6
Balance September 30, 2024	$	7

5. Related party transactions:

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

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

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

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

Pursuant to the Operating Agreement, the Managing Member and/or affiliates earned fees and billed for reimbursements during the three and nine months ended September 30, 2024 and 2023 as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Administrative costs reimbursed to Managing Member and/or affiliates	$	92	$	74	$	236	$	231
Asset management fees to Managing Member		76		77		229		231
	$	168	$	151	$	465	$	462

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NOTES TO FINANCIAL STATEMENTS

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The Fund’s Operating Agreement places an annual and cumulative limit for cost reimbursements to AFS and/or its 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 reimbursable in future years to the extent such amounts may be payable if within the annual and cumulative limits in such future years. The Fund is a finite life and self-liquidating entity, and AFS and its affiliates have no recourse against the Fund for the amount of any unpaid excess reimbursable administrative expenses. The Fund will continue to require administrative services from AFS and its affiliates through the end of its term, and will therefore continue to incur reimbursable administrative expenses in each year. The Fund has determined that payment of any amounts in excess of the annual and cumulative limits is not probable, and the date any portion of such amount may be paid, if ever, is uncertain. When the Fund completes its liquidation stage and terminates, any unpaid amount will expire unpaid, with no claim by AFS or its affiliates against any liquidation proceeds or any party for the unpaid balance. As of September 30, 2024 and 2023, the Company has not exceeded the annual and/or cumulative limitations discussed above.

6. Non-recourse debt:

At September 30, 2024, 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 4.66% to 4.71% per annum. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2024, gross operating lease rentals totaled approximately $565 thousand over the remaining lease terms; and the carrying value of the pledged assets is $867 thousand. The notes mature at various dates from 2025 to 2028.

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

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


	Principal		Interest		Total
Three months ending December 31, 2024	$	40	$	6	$	46
Year ending December 31, 2025		159		19		178
2026		138		12		150
2027		96		6		102
2028		87		2		89
	$	520	$	45	$	565

7. Commitments and contingencies:

At September 30, 2024, there were no commitments to purchase lease assets.

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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.

8. Members’ capital:

A total of 4,269,656 and 4,271,656 Units were issued and outstanding at September 30, 2024 and December 31, 2023, respectively. These amounts are inclusive of the 50 Units issued to the initial Member (Managing Member). The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Member.

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

The Fund’s net income or net losses are to be allocated 100% to the members. From the commencement of the Fund until the initial closing date, net income and net loss were allocated 99% to the Managing Member and 1% to the initial members. Commencing with the initial closing date, net income and net loss are to be allocated 99.9% to the Other Members and 0.01% to the Managing Member.

Fund distributions are to be allocated 0.01% to the Managing Member and 99.99% to the Other Members. The Company commenced periodic distributions in the second quarter of 2014.

Distributions to the Other Members for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands except Units and per Unit data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Distributions	$	748	$	748	$	2,242	$	2,244
Weighted average number of Units outstanding		4,269,656		4,273,530		4,270,970		4,274,158
Weighted average distributions per Unit	$	0.18	$	0.18	$	0.52	$	0.53

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

9. Fair value measurements:

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

At September 30, 2024 and December 31, 2023, the Company’s warrants and investment in equity securities were measured at fair value on a recurring basis. There were no assets measured at fair value on a non-recurring basis at September 30, 2024 and December 31, 2023.

Such fair value adjustments utilized the following methodology:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, time to maturity, and a risk free interest rate for the term(s) of the warrant exercise(s). At September 30, 2024 and December 31, 2023, the calculated fair value of the Fund’s warrant portfolio was $78 thousand and $75 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The fair value of the warrants that were accounted for on a recurring basis for the three and nine months ended September 30, 2024 and 2023 and classified as Level 3 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Fair value of warrants at beginning of period	$	74	$	106	$	75	$	108
Unrealized gain (loss) on fair value adjustment for warrants		4		(4)		3		(6)
Fair value of warrants at end of period	$	78	$	102	$	78	$	102

Investment in equity securities (recurring)

The Company’s investment securities registered for public sale with readily determinable values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The fair value of such securities totaled $1 thousand at both September 30, 2024 and December 31, 2023. Such valuations are classified within Level 1 of the valuation hierarchy. Unrealized gains and losses for the three and nine months ended September 30, 2024 were deemed de minimis. Unrealized losses of $8 thousand and $10 thousand were recorded during the respective three and nine months ended September 30, 2023.

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets was classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of such assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation/adjustments categorized as Level 3 in the fair value hierarchy at September 30, 2024 and December 31, 2023:


September 30, 2024
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.01 - $9.34 ($0.07)
			Exercise price	$0.02 - $9.00 ($0.09)
			Time to maturity (in years)	0.90 - 7.19 (3.27)
			Annualized volatility	41.55% - 83.00% (48.96%)


December 31, 2023
	Valuation	Valuation	Unobservable	Range of Input Values
Name	Frequency	Technique	Inputs	(Weighted Average)
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.01 - $9.34 ($0.08)
			Exercise price	$0.02 - $9.00 ($0.09)
			Time to maturity (in years)	0.35 - 7.94 (4.06)
			Annualized volatility	31.90% - 83.00% (43.19%)

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

Cash and cash equivalents

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

Investment in securities

The Company's purchased securities registered for public sale with readily determinable fair value are carried at fair value. These investment securities are valued based on their quoted market price.

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 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.

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ATEL 16, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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 guaranteed 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, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurements at September 30, 2024
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,647	$	1,647	$	—	$	—	$	1,647
Investment in equity securities		1		1		—		—		1
Warrants, fair value		78		—		—		78		78
Financial liabilities:
Non-recourse debt		520		—		—		510		510


	Fair Value Measurements at December 31, 2023
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,238	$	3,238	$	—	$	—	$	3,238
Investment in equity securities		1		1		—		—		1
Warrants, fair value		75		—		—		75		75
Financial liabilities:
Non-recourse debt		770		—		—		750		750

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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

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 offering of the Company was granted effectiveness by the Securities and Exchange Commission as of November 5, 2013.

Through September 30, 2024, cumulative gross contributions, less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable) totaling $42.8 million (inclusive of the $500 initial Member’s capital investment), had been received. As of September 30, 2024, a total of 4,269,656 Units were issued and outstanding.

Results of Operations

Three months ended September 30, 2024 versus three months ended September 30, 2023

The Company had net income of $24 thousand and a net loss of $44 thousand for the respective three months ended September 30, 2024 and 2023. Compared to the prior year quarter, the results for the third quarter of 2024 primarily reflect a decrease in total operating expenses and a favorable change in other gains and losses related to the fair valuation of the Fund’s equity securities and warrants offset, in part, by a decline in total operating revenues.

Revenues

Total operating revenues decreased by $32 thousand, or 6%, primarily due to a $37 thousand decrease in operating lease revenues partially offset by a $5 thousand increase in other income. The decrease in operating lease revenues was mostly related to a $37 thousand decline in revenues from leases under month-to-month contracts. Offsetting such decrease in revenues was a $5 thousand gain in other income related to interest earned on certain cash deposits.

Expenses

Total operating expenses decreased by $84 thousand, or 14%, primarily due to decreases in professional fees and depreciation expense offset, in part, by increases in cost reimbursements and other expense.

Professional fees decreased by $59 thousand due to lower audit and tax preparation fees attributable to timing differences in receipt of services and billings, and depreciation expense decreased by $58 thousand due to lease run-off and dispositions since September 30, 2023. These decreases in expenses were partially offset by an $18 thousand increase in cost reimbursements to the Managing Member, which was attributable to allocated severance related payments, and an $18 thousand increase in other expense, which was primarily a result of increased bank charges.

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Other income

During the three months ended September 30, 2024 and 2023, the Company recorded other income totaling $4 thousand and other loss totaling $12 thousand, respectively, to reflect unrealized gains and losses on the fair valuation of the Fund’s investment securities and warrants portfolio. Other income recorded during the current period all relates to unrealized gains on the Fund’s warrant positions. In contrast, the prior year period other loss reflects an $8 thousand unrealized loss related to the Fund’s equity securities and $4 thousand of unrealized losses related to its warrant positions, both due to adverse changes in prices of the underlying securities.

Nine months ended September 30, 2024 versus nine months ended September 30, 2023

The Company had net losses of $46 thousand and $138 thousand for the respective nine months ended September 30, 2024 and 2023. Compared to the prior year period, the results for the first nine months of 2024 reflect a decrease in total operating expenses and a favorable change in other gains and losses related to the fair valuation of the Fund’s equity securities and warrants offset, in part, by a decline in total operating revenues.

Revenues

Total operating revenues decreased by $54 thousand, or 3%, primarily due to a $44 thousand decrease in operating lease income and a $10 thousand reduction in other income. The decline in operating lease income was related to a $37 thousand reduction in revenues from leases under month-to-month contracts coupled with a $7 thousand increase in provision for doubtful accounts. The decline in other income was mostly related to a reduction in interest income earned on certain cash deposits.

Expenses

Total operating expenses decreased by $127 thousand, or 7%, primarily due to decreases in depreciation expense and interest expense. This was offset by increases in other expense and taxes on income and franchise fees.

Depreciation expense decreased by $151 thousand primarily due to portfolio run-off. Such decrease was net of a $40 thousand increase in additional depreciation recorded to reflect year-to-date changes in the estimated residual value of certain equipment generating revenue under month-to-month extensions. Interest expense decreased by due to the scheduled amortization of the Company’s notes payable.

In addition, other expense increased by $22 thousand due to increases in bank charges and miscellaneous pass-through related costs. Taxes on income and franchise taxes increased by $9 thousand, mainly due to prior year related penalties paid.

Other income

During the nine months ended September 30, 2024 and 2023, the Company recorded other income totaling $3 thousand and other loss totaling $16 thousand, respectively, to reflect unrealized gains and losses on the fair valuation of the Fund’s investment securities and warrants portfolio. Other income recorded during the current period all relates to unrealized gains on the Fund’s warrant positions. By comparison, the prior year period other loss reflects a $10 thousand of unrealized loss related to the Fund’s equity securities and $6 thousand of unrealized losses related to its warrant positions, both due to adverse changes in prices of the underlying securities.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $1.6 million and $3.2 million as of September 30, 2024 and December 31, 2023, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases.

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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):


	Nine Months Ended
	September 30,
	2024		2023
Net cash provided by (used in):
Operating activities	$	886	$	987
Investing activities		22		—
Financing activities		(2,499)		(2,511)
Net decrease in cash and cash equivalents	$	(1,591)	$	(1,524)

During the nine months ended September 30, 2024 and 2023, the Company’s main source of liquidity was cash flows from its portfolio of operating lease contracts. During the nine months ended September 30, 2024, the Company received $22 thousand of proceeds from the sale of lease assets. There were no such sales during the prior year period.

During the nine months ended September 30, 2024 and 2023, cash was primarily used to pay distributions and repay borrowings under non-recourse debt. Cash used to pay distributions totaled $2.2 million for each of the nine-month periods ended September 30, 2024 and 2023. Repayments of non-recourse debt totaled $250 thousand and $256 thousand for the same respective periods. Units repurchased amounted to $7 thousand for the nine months ended September 30, 2024, compared to $11 thousand for the prior year nine-month period. In addition, cash was also used to pay invoices related to management fees and expenses, and other payables for both nine-month periods.

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, 2024.

Cash distributions were paid by the Fund to Unitholders of record as of August 31, 2024, and paid through September 30, 2024. 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, 2024 (in thousands, except for Units and Per Unit Data):


														Total		Weighted
		Return of				Distribution				Total				Distribution		Average Units
Distribution Period⁽¹⁾	Paid	Capital				of Income				Distribution				per Unit (2)		Outstanding⁽³⁾
Monthly and quarterly distributions
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 – Nov 2016	Jan 2016 – Dec 2016		3,016				—				3,016				0.70	4,306,106
Dec 2016 – Nov 2017	Jan 2017 – Dec 2017		3,001				—				3,001				0.70	4,295,644
Dec 2017 – Nov 2018	Jan 2018 – Dec 2018		2,997				—				2,997				0.70	4,276,421
Dec 2018 – Nov 2019	Jan 2019 – Dec 2019		2,992				—				2,992				0.70	4,274,486
Dec 2019 – Nov 2020	Jan 2020 – Dec 2020		2,992				—				2,992				0.70	4,274,486
Dec 2020 – Nov 2021	Jan 2021 – Dec 2021		2,992				—				2,992				0.70	4,274,486
Dec 2021 – Nov 2022	Jan 2022 – Dec 2022		2,992				—				2,992				0.70	4,274,486
Dec 2022 – Nov 2023	Jan 2023 – Dec 2023		2,991								2,991				0.70	4,274,158
Dec 2023 – Aug 2024	Jan 2024 – Sep 2024		2,242								2,242				0.53	4,270,970

		$	28,764			$	—			$	28,764			$	7.33
Source of distributions
Lease and loan payments and sales proceeds received		$	28,764	100.00	%	$	—	0.00	%	$	28,764	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	%
		$	28,764	100.00	%	$	—	0.00	%	$	28,764	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, December 1, 2015 – November 30, 2016, December 1, 2016 – November 30, 2017, December 1, 2017 – November 30, 2018, December 1, 2018 – November 30, 2019, December 1, 2019 – November 30, 2020, December 1, 2020 – November 30, 2021, December 1, 2021 – November 30, 2022, and December 1, 2022 – November 30, 2023, and December 1, 2023 – August 31, 2024, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2024, there were no commitments to purchase lease assets.

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).

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

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amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to the Company’s significant accounting policies since December 31, 2023.

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 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 September 30, 2024, 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


		1.	Financial Statement Schedules
			All 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 pursuant to Rules 13a-14(a)/15d-14(a)
	(31.2)	Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a)
	(32.1)	Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350
	(32.2)	Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350
	(101.INS)	Inline XBRL Instance Document
	(101.SCH)	Inline XBRL Taxonomy Extension Schema Document
	(101.CAL)	Inline XBRL Taxonomy Extension Calculation Linkbase Document
	(101.DEF)	Inline XBRL Taxonomy Extension Definition Linkbase Document
	(101.LAB)	Inline XBRL Taxonomy Extension Label Linkbase Document
	(101.PRE)	Inline XBRL Taxonomy Extension Presentation Linkbase Document
	(104)	The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended
		September 30, 2024 has been formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 14, 2024

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/ Raymond A. Rigo
	Raymond A. Rigo
	Senior Vice President, Fund Controller of ATEL Managing Member, LLC (Managing Member)

ATEL 16, LLC 10-Q