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 March 31, 2013

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

For the transition period from       to      

Commission File number 333-178629

ATEL GROWTH CAPITAL FUND 8, LLC

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices)

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

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

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

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

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

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

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

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

The number of Limited Liability Company Units outstanding as of April 30, 2013 was 519,769 Units.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
Index

Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, March 31, 2013 and December 31, 2012			3
Statements of Operations for the three months ended March 31, 2013 and for the period from December 8, 2011 (Date of Inception) through March 31, 2013			4
Statements of Changes in Member’s Capital for the Periods from December 8, 2011 (Date of Inception) through December 31, 2012 and for the three months ended March 31, 2013			5
Statements of Cash Flows for the three months ended March 31, 2013 and for the period from December 8, 2011 (Date of Inception) through March 31, 2013			6
Notes to the Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 4. Controls and Procedures			16
Part II. Other Information			17
Item 1. Legal Proceedings			17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			17
Item 3. Defaults Upon Senior Securities			18
Item 4. Mine Safety Disclosures			18
Item 5. Other Information			18
Item 6. Exhibits			18

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)

BALANCE SHEETS

MARCH 31, 2013 AND DECEMBER 31, 2012

		March 31, 2013				December 31, 2012
		(Unaudited)
ASSETS
Cash and cash equivalents		$	2,422,256			$	254,739
Accounts receivable, net			141				6,664
Notes receivable, net			1,407,739				1,313,139
Fair value of warrants			27,437				24,412
Prepaid expenses and other assets			2,229				—
Total assets		$	3,859,802			$	1,598,954
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	6,892			$	3,315
Affiliates			674,362				679,188
Accrued distributions to Other Members			62,028				20,868
Other			16,008				9
Deposits due borrowers			32,000				32,000
Total liabilities			791,290				735,380
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			3,068,512				863,574
Total Members’ capital			3,068,512				863,574
Total liabilities and Members’ capital		$	3,859,802			$	1,598,954

See accompanying notes.

3

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013
AND FOR THE PERIOD FROM DECEMBER 8, 2011 (DATE OF INCEPTION)
THROUGH MARCH 31, 2013
(Unaudited)

		Three Months Ended March 31, 2013				For the Period From December 8, 2011 (Date of Inception) Through March 31, 2013
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts		$	44,927			$	59,461
Interest income			1				33
Unrealized gain on fair valuation of warrants			1,860				1,860
Other			2,507				2,947
Total revenues			49,295				64,301
Expenses:
Acquisition expense			24,822				47,135
Cost reimbursements to affiliates			12,064				12,343
Asset management fees to Managing Member			3,455				4,451
Professional fees			3,529				3,529
Outside services			799				2,158
Taxes on income and franchise fees			—				1,600
Bank charges			2,598				5,697
Other			1,535				2,126
Total operating expenses			48,802				79,039
Net income (loss)		$	493			$	(14,738	)
Net income (loss):
Managing Member		$	9,141			$	11,258
Other Members			(8,648	)			(25,996	)
		$	493			$	(14,738	)
Net loss per Limited Liability Company Unit
(Other Members)		$	(0.03	)		$	(0.27	)
Weighted average number of Units outstanding			299,980				94,748

See accompanying notes.

4

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)

STATEMENTS OF CHANGES IN MEMBER’S CAPITAL

FOR THE PERIODS FROM DECEMBER 8, 2011 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2012 AND FROM JANUARY 1, 2013
THROUGH MARCH 31, 2013
(Unaudited)

						Amount
		Units				Other Members				Managing Member				Total
Member's capital as of December 8, 2011 (Date of inception)			—			$	—			$	—			$	—
Capital contributions – Managing Member			50				—				500				500
Capital contributions			187,276				1,872,760				—				1,872,760
Less selling commissions to affiliates			—				(168,503	)			—				(168,503	)
Syndication costs			—				(799,785	)			—				(799,785	)
Distributions to Other Members ($1.13 per Unit)			—				(23,550	)			—				(23,550	)
Distributions to Managing Member			—				—				(2,617	)			(2,617	)
Net (loss) income			—				(17,348	)			2,117				(15,231	)
Balance December 31, 2012			187,326				863,574				—				863,574
Capital contributions			273,268				2,732,680				—				2,732,680
Less selling commissions to affiliates			—				(245,941	)			—				(245,941	)
Syndication costs			—				(190,886	)			—				(190,886	)
Distributions to Other Members ($0.27 per Unit)			—				(82,267	)			—				(82,267	)
Distributions to Managing Member			—				—				(9,141	)			(9,141	)
Net (loss) income			—				(8,648	)			9,141				493
Balance March 31, 2013			460,594			$	3,068,512			$	—			$	3,068,512

See accompanying notes.

5

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013
AND FOR THE PERIOD FROM DECEMBER 8, 2011 (DATE OF INCEPTION)
THROUGH MARCH 31, 2013
(Unaudited)

		For the Three Months Ended March 31, 2013				For the Period From December 8, 2011 (Date of Inception) Through March 31, 2013
Operating activities:
Net income (loss)		$	493			$	(14,738	)
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Accretion of note discount – warrants			(1,773	)			(2,370	)
Accretion of net note origination costs			1,736				2,172
Unrealized gain on fair valuation of warrants			(1,860	)			(1,860	)
Changes in operating assets and liabilities:
Accounts receivable			6,523				(141	)
Prepaid expenses and other assets			(2,229	)			(2,229	)
Accounts payable, Managing Member			(997	)			(1	)
Accounts payable, other			15,999				16,008
Accrued liabilities, affiliates			(50,812	)			(86,977	)
Deposits due borrowers			—				32,000
Net cash used in operating activities			(32,920	)			(58,136	)
Investing activities:
Advance payments			(60,220	)			—
Payments of note origination costs			(9,776	)			(12,750	)
Note receivable advances			(150,000	)			(1,600,000	)
Unearned fee income related to notes receivable			(1,007	)			16,326
Principal payments received on notes receivable			125,275				163,306
Net cash used in investing activities			(95,728	)			(1,433,118	)
Financing activities:
Selling commissions to affiliates			(245,511	)			(388,990	)
Syndication costs paid to Managing Member			(145,330	)			(254,786	)
Distributions to Other Members			(41,107	)			(43,789	)
Distributions to Managing Member			(4,567	)			(4,865	)
Capital contributions			2,732,680				4,605,940
Net cash provided by financing activities			2,296,165				3,913,510
Net increase in cash and cash equivalents			2,167,517				2,422,256
Cash and cash equivalents at beginning of period			254,739				—
Cash and cash equivalents at end of period		$	2,422,256			$	2,422,256
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes		$	—			$	1,600
Schedule of non-cash investing and financing transactions:
Payables to Managing Member and affiliates at period-end (syndication costs)		$	540,935			$	540,935
Distributions payable to Other Members at period-end		$	62,028			$	62,028
Distributions payable to Managing Member at period-end		$	6,892			$	6,892

See accompanying notes.

6

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

1. Organization and Limited Liability Company matters:

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

The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of August 20, 2012. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company units (Units) to the public reach $75,000,000. As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal to not less than $3,750,000 in gross proceeds. Total contributions to the Fund exceeded $3,750,000 on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of March 31, 2013, cumulative contributions totaling $4,605,940 have been received, inclusive of the $500 initial member’s capital investment. As of such date, a total of 460,594 Units were issued and outstanding. The Fund is actively raising capital and, as of April 30, 2013, has received cumulative contributions in the amount of $5,197,690, inclusive of the $500 initial member’s capital investment.

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

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

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2012, 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

7

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

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

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 months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year.

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after March 31, 2013, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Use of estimates

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

Segment reporting:

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

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

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

Investment in securities:

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

Purchased securities

Purchased securities (primarily preferred stocks) are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Management has concluded that there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the instruments and that it is not practicable to estimate the fair value of the investment because of its illiquidity.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At March 31, 2013 and December 31, 2012, the Managing Member estimated the fair value of the warrants to be $27,437 and $24,412, respectively. See Note 9 for further discussion.

8

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

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

Per Unit data:

Net income (loss) per Unit is based upon the weighted average number of Other Members Units outstanding since commencement of its operations.

Recent accounting pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

3. Notes receivable, net:

In December 2012, the Company funded its first equipment financing transaction structured as a note receivable. As of March 31, 2013, the Company had funded four additional investments in notes receivable. The terms of the notes receivable are from 36 to 42 months and bear interest at implicit or stated rates ranging from 11.37% to 14.30%. The notes are secured by the equipment financed. The notes mature from 2015 through 2016. There were neither impaired notes nor notes placed in non-accrual status as of March 31, 2013 and December 31, 2012.

As of March 31, 2013, the minimum future payments receivable are as follows:

Nine months ending December 31, 2013		$	419,767
Year ending December 31, 2014			559,690
2015			529,312
2016			219,911
			1,728,680
Less: portion representing unearned interest income, net			(320,941	)
Notes receivable, net		$	1,407,739

4. Related party transactions:

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

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

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

9

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

4. Related party transactions: - (continued)

During the three months ended March 31, 2013 and the period from December 8, 2011 (Date of Inception) through March 31, 2013, the Managing Member and/or affiliates earned commissions, fees and reimbursements pursuant to the Operating Agreement as follows:

		For the Three Months Ended March 31, 2013				For the Period From December 8, 2011 (Date of Inception) Through March 31, 2013
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members’ capital		$	245,941			$	414,444
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members’ capital			190,886				990,671
Administrative costs reimbursed to Managing Member and/or affiliates			12,064				12,343
Asset management fees to Managing Member			3,455				4,451
Acquisition costs and note origination fees paid to Managing Member			34,598				59,885
		$	486,944			$	1,481,794

5. Syndication costs:

Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $1,405,115 for the period from December 8, 2011 (Date of Inception) through March 31, 2013.

The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. As of March 31, 2013, the Company had recorded $714,301 of 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.

6. Commitments:

At March 31, 2013, there were commitments to fund investments in notes receivable approximating $450,000. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

7. Guarantees:

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

The Managing Member knows of no facts or circumstances that would make the Company’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Company believes that these indemnification obligations are made in the ordinary course of

10

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

7. Guarantees: - (continued)

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 460,594 and 187,326 Units were issued and outstanding at March 31, 2013 and December 31, 2012, respectively. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial member (50 Units).

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

Distributions to the Other Members for the three months ended March 31, 2013 and for the period from December 8, 2011 (Date of Inception) through March 31, 2013 are as follows:

		For the Three Months Ended March 31, 2013				For the Period From December 8, 2011 (Date of Inception) Through March 31, 2013
Distributions declared		$	82,267			$	105,817
Weighted average number of Units outstanding			299,980				94,748
Weighted average distributions per Unit		$	0.27			$	1.12

9. Fair value measurements:

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

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

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

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

11

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

9. Fair value measurements: - (continued)

At March 31, 2013 and December 31, 2012, only the Company’s warrants were measured on a recurring basis. As of the same dates, the Company had no assets or liabilities that required measurement at fair value on a non-recurring basis.

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

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 volatility of respective similar publicly traded companies, a risk free interest rate for the term(s) of the warrant exercise(s), and the respective exercise prices and number of warrants. As of March 31, 2013 and December 31, 2012, the calculated fair value of the Fund’s warrant portfolio totaled $27,437 and $24,412, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

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

		Level 3 assets
Balance at December 31, 2011		$	—
Fair value of new warrants, recorded during the year (included in net deferred loan fees or costs)			24,412
Balance at December 31, 2012			24,412
Fair value of new warrants, recorded during the period (included in net deferred loan fees or costs)			1,165
Unrealized gain on warrants, net recorded during the period			1,860
Balance at March 31, 2013		$	27,437

12

ATEL GROWTH CAPITAL FUND 8, LLC
(a development stage enterprise)
  
NOTES TO FINANCIAL STATEMENTS

9. Fair value measurements: - (continued)

The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s investments categorized as Level 3 in the fair value hierarchy:

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes Model

Stock price

$

0.05 – $25.76

Exercise price

$

0.05 – $25.76

Time to Maturity (in years)

6.25 – 9.84

Annual risk-free interest rate

1.06% – 1.84%

Annualized volatility

15.32% – 30.85%

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 estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with adjustments for non-accrual loans as deemed necessary.

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 March 31, 2013 and December 31, 2012:

		March 31, 2013
		Carrying Amount				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	2,422,256			$	2,422,256			$	—			$	—			$	2,422,256
Notes receivable, net			1,407,739				—				—				1,407,739				1,407,739
Warrants			27,437				—				—				27,437				27,437

		December 31, 2012
		Carrying Amount				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	254,739			$	254,739			$	—			$	—			$	254,739
Notes receivable, net			1,313,139				—				—				1,313,139				1,313,139
Warrants			24,412				—				—				24,412				24,412

13

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

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

Plan of Operations

The offering of ATEL Capital Growth Fund 8, LLC (the “Company” or the “Fund”) was granted effectiveness by the Securities and Exchange Commission as of August 20, 2012. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $75,000,000.

As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only at such time as total subscription proceeds received by the Fund from all subscribers, including the escrowed Pennsylvania subscriptions, equal to not less than $3,750,000 in gross proceeds. Total contributions to the Fund exceeded $3,750,000 on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of March 31, 2013, cumulative contributions totaling $4,605,940 have been received, inclusive of the $500 initial member’s capital investment. As of such date, a total of 460,594 Units were issued and outstanding. The Fund is actively raising capital and, as of April 30, 2013, has received cumulative contributions in the amount of $5,197,690, inclusive of the $500 initial member’s capital investment.

The Company reported net income of $493 for the three months ended March 31, 2013 and a net loss of $14,738 for the period from December 8, 2011 (Date of Inception) through March 31, 2013.

The net income for the three months ended March 31, 2013 was a result of revenues totaling $49,295 partially offset by total expenses of $48,802. Total revenues mostly consisted of $44,927 of interest income, including accretion of net note origination costs and discounts, derived from the Fund’s investments in notes receivable. Total expenses were primarily comprised of $24,822 of acquisition expenses related to loan originations and $12,064 of costs reimbursed to affiliates. Combined, such acquisition expenses and costs reimbursed to affiliates represent approximately 76% of total expenses.

The net loss for the period from December 8, 2011 (Date of Inception) through March 31, 2013 was comprised of total expenses amounting to $79,039 offset, in part, by total revenues of $64,301. Total expenses were primarily comprised of $47,135 of acquisition expenses related to loan originations, $12,343 of costs reimbursed to affiliates, $5,697 of bank charges and $4,451 of asset management fees paid to the Manager. Total revenues mostly consisted of $59,461 of interest income, including accretion of net note origination costs and discounts, derived from the Fund’s investments in notes receivable.

Capital Resources and Liquidity

The liquidity of the Company will vary in the future, increasing to the extent cash flows from subscriptions and its portfolio investments exceed expenses and decreasing as portfolio investments are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from its portfolio investments.

The Fund will acquire its investments with cash. The Fund will not borrow to acquire its portfolio assets and does not intend or expect to incur any indebtedness. The Fund anticipates that it would incur indebtedness only in the event that it is required to borrow for temporary working capital purposes.

14

During the three months ended March 31, 2013 and for the period from December 8, 2011 (Date of Inception) through March 31, 2013, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units. As of March 31, 2013, cumulative capital contributions totaling $4,605,940 (460,594 Units) have been received.

During the same periods, the primary uses of cash were to fund investments in notes receivable and to pay commissions and syndication costs associated with the offering. Investments in notes receivable funded during the three months ended March 31, 2013 and the period from December 8, 2011 (Date of Inception) through March 31, 2013 totaled $150,000 and $1,600,000, respectively; and, commissions and syndication costs paid totaled $390,841 and $643,776 during the same respective 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 November 2012. Additional distributions have been made through March 31, 2013.

Cash distributions were paid by the Fund to Unitholders of record as of February 28, 2013, and paid through March 31, 2013. The distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the Prospectus under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

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

The following table summarizes distribution activity for the Fund from inception through March 31, 2013:

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
November 14, 2012 –  November 30, 2012			Dec 2012			$	2,682							$	—							$	2,682							$	0.43				6,306
December 2012 –  February 2013			Jan – Mar 2013				41,107								—								41,107								0.19				215,916
						$	43,789							$	—							$	43,789							$	0.62
Source of distributions
Payments received on investment portfolio						$	43,789				100.00	%		$	—				0.00	%		$	43,789				100.00	%
Interest on funds held in reserve							—				0.00	%			—				0.00	%			—				0.00	%
						$	43,789				100.00	%		$	—				0.00	%		$	43,789				100.00	%

15

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At March 31, 2013, there were commitments to fund investments in notes receivable approximating $450,000. This amount represents contract awards which may be canceled by the prospective borrower or may not be accepted by the Company.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

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, 2012. There have been no material changes to the Company’s critical accounting policies since December 31, 2012.

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)) 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 March 31, 2013 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.

16

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

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

Title of Security		Amount Registered				Aggregate price of offering amount registered				Units sold				Aggregate price of offering amount sold
Units of Limited Company Interest			7,500,000			$	75,000,000				460,594			$	4,605,940

		Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer				Direct or indirect payments to others				Total
Underwriting discounts and commissions		$	86,442			$	302,548			$	388,990
Other syndication costs			—				254,786				254,786
Total expenses		$	86,442			$	557,334			$	643,776
(8) Net offering proceeds to the issuer after total expenses in item 7:										$	3,962,164

		Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer				Direct or indirect payments to others				Total
Investment in notes receivable		$	12,749			$	1,600,000			$	1,612,749
Distributions paid			4,865				43,789				48,654
Other expenses			91,788				—				91,788
		$	109,402			$	1,643,789			$	1,753,191
(10) Net offering proceeds to the issuer after total expenses in item 9:										$	2,208,973

17

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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

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

18

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: May 14, 2013

ATEL GROWTH CAPITAL FUND 8, LLC
(Registrant)

		By: AGC 8 Managing Member, LLC Managing Member of Registrant

By: /s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC (Managing Member)
By: /s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC (Managing Member)
By: /s/ Samuel Schussler Samuel Schussler Vice President and Chief Accounting Officer of AGC 8 Managing Member, LLC (Managing Member)

19

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean L. Cash, certify that:

Date: May 14, 2013

/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC (Managing Member)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paritosh K. Choksi, certify that:

Date: May 14, 2013

/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC (Managing Member)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ATEL Growth Capital Fund 8, LLC (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean L. Cash, Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

Date: May 14, 2013

/s/ Dean L. Cash Dean L. Cash Chairman of the Board, President and Chief Executive Officer of AGC 8 Managing Member, LLC (Managing Member)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
§906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of ATEL Growth Capital Fund 8, LLC (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paritosh K. Choksi, Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC, Managing Member of the Company, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

Date: May 14, 2013

/s/ Paritosh K. Choksi Paritosh K. Choksi Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of AGC 8 Managing Member, LLC (Managing Member)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.