Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the quarterly period ended June 30, 2014

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

For the transition period from          to         

Commission File number 000-51858

ATEL Capital Equipment Fund XI, LLC

(Exact name of registrant as specified in its charter)

California		20-1357935
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

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

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

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

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

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

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

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

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

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

The number of Limited Liability Company Units outstanding as of July 31, 2014 was 5,209,307.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

Index

Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, June 30, 2014 and December 31, 2013			3
Statements of Income for the three and six months ended June 30, 2014 and 2013			4
Statements of Changes in Members’ Capital for the year ended December 31, 2013 and for the six months ended June 30, 2014			5
Statements of Cash Flows for the three and six months ended June 30, 2014 and 2013			6
Notes to the Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 4. Controls and Procedures			24
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

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
BALANCE SHEETS

JUNE 30, 2014 AND DECEMBER 31, 2013
(In Thousands)

		June 30, 2014				December 31, 2013
		(Unaudited)
ASSETS
Cash and cash equivalents		$	2,499			$	1,419
Accounts receivable, net of allowance for doubtful accounts of $1 as of June 30, 2014 and $2 as of December 31, 2013			176				139
Notes receivable, net of unearned interest income of $37 as of June 30, 2014 and $57 as of December 31, 2013			427				518
Investment in securities			219				219
Investments in equipment and leases, net of accumulated depreciation of $15,711 as of June 30, 2014 and $18,094 as of December 31, 2013			5,994				7,974
Prepaid expenses and other assets			26				30
Total assets		$	9,341			$	10,299
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	54			$	73
Accrued distributions to Other Members			781				781
Other			120				157
Non-recourse debt			1,202				1,952
Unearned operating lease income			20				112
Total liabilities			2,177				3,075
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			7,164				7,224
Total Members’ capital			7,164				7,224
Total liabilities and Members’ capital		$	9,341			$	10,299

See accompanying notes.

3

ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
STATEMENTS OF INCOME
 

FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2014 AND 2013
(In Thousands Except for Units and Per Unit Data)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Revenues:
Leasing and lending activities:
Operating leases		$	759			$	1,098			$	1,634			$	2,249
Direct financing leases			7				22				18				48
Interest on notes receivable			10				14				20				29
(Loss) gain on sales of lease assets and early termination of notes			(26	)			64				144				96
Gain on sales or dispositions of securities			29				2				29				3
Other			8				81				70				86
Total revenues			787				1,281				1,915				2,511
Expenses:
Depreciation of operating lease assets			365				548				741				1,206
Asset management fees to Managing Member and/or affiliates			27				61				76				130
Cost reimbursements to Managing Member and/or affiliates			64				77				117				161
Reversal of provision for credit losses			—				(3	)			(1	)			(5	)
Impairment losses on equipment			—				13				—				13
Amortization of initial direct costs			3				5				9				10
Interest expense			18				39				42				85
Professional fees			19				9				85				53
Outside services			8				13				21				20
Other			16				29				38				73
Total operating expenses			520				791				1,128				1,746
Other income (loss), net			1				4				(2	)			(1	)
Net income		$	268			$	494			$	785			$	764
Net income:
Managing Member		$	64			$	98			$	64			$	195
Other Members			204				396				721				569
		$	268			$	494			$	785			$	764
Net income per Limited Liability Company Unit (Other Members)		$	0.04			$	0.08			$	0.14			$	0.11
Weighted average number of Units outstanding			5,209,307				5,209,307				5,209,307				5,209,307

See accompanying notes.

4

ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 

FOR THE YEAR ENDED DECEMBER 31, 2013
AND FOR THE SIX MONTHS ENDED JUNE 30, 2014
(In Thousands Except for Units and Per Unit Data)

		Other Members								Managing Member
		Units				Amount								Total
Balance December 31, 2012			5,209,307			$	9,013			$	—			$	9,013
Distributions to Other Members ($0.61 per Unit)			—				(3,190	)			—				(3,190	)
Distributions to Managing Member			—				—				(259	)			(259	)
Net income			—				1,401				259				1,660
Balance December 31, 2013			5,209,307				7,224				—				7,224
Distributions to Other Members ($0.15 per Unit)			—				(781	)			—				(781	)
Distributions to Managing Member			—				—				(64	)			(64	)
Net income			—				721				64				785
Balance June 30, 2014 (Unaudited)			5,209,307			$	7,164			$	—			$	7,164

See accompanying notes.

5

ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
STATEMENTS OF CASH FLOWS
 

FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2014 AND 2013
(In Thousands)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Operating activities:
Net income		$	268			$	494			$	785			$	764
Adjustments to reconcile net income to cash provided by operating activities:
Loss (gain) on sales of lease assets and early termination of notes			26				(64	)			(144	)			(96	)
Depreciation of operating lease assets			365				548				741				1,206
Amortization of initial direct costs			3				5				9				10
Impairment losses on equipment			—				13				—				13
Reversal of provision for credit losses			—				(3	)			(1	)			(5	)
Gain on sales or dispositions of securities			(29	)			(2	)			(29	)			(3	)
Changes in operating assets and liabilities:
Accounts receivable			45				163				(7	)			(1	)
Prepaid expenses and other assets			1				3				4				6
Accounts payable, Managing Member			(36	)			(4	)			(19	)			(81	)
Accounts payable, other			(4	)			(34	)			(37	)			(216	)
Unearned operating lease income			(161	)			(144	)			(92	)			(104	)
Net cash provided by operating activities			478				975				1,210				1,493
Investing activities:
Purchase of securities			—				—				—				(8	)
Proceeds from sales of lease assets and early termination of notes			109				254				1,330				722
Proceeds from sales or dispositions of securities			—				11				—				11
Principal payments received on direct financing leases			16				40				44				98
Principal payments received on notes receivable			46				60				91				118
Net cash provided by investing activities			171				365				1,465				941
Financing activities:
Repayments under non-recourse debt			(358	)			(423	)			(750	)			(844	)
Distributions to Other Members			—				(1,205	)			(781	)			(2,409	)
Distributions to Managing Member			—				(98	)			(64	)			(195	)
Net cash used in financing activities			(358	)			(1,726	)			(1,595	)			(3,448	)
Net increase (decrease) in cash and cash equivalents			291				(386	)			1,080				(1,014	)
Cash and cash equivalents at beginning of period			2,208				874				1,419				1,502
Cash and cash equivalents at end of period		$	2,499			$	488			$	2,499			$	488

See accompanying notes.

6

ATEL CAPITAL EQUIPMENT FUND XI, LLC
 
STATEMENTS OF CASH FLOWS – (continued)
 

FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2014 AND 2013
(In Thousands)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Supplemental disclosures of cash flow information:
Cash paid during the period for interest		$	21			$	42			$	46			$	89
Cash paid during the period for taxes		$	29			$	29			$	29			$	32
Schedule of non-cash transactions:
Distributions payable to Other Members at period-end		$	781			$	551			$	781			$	551
Distributions payable to Managing Member at period-end		$	64			$	45			$	64			$	45

See accompanying notes.

7

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

1. Organization and Limited Liability Company matters:

ATEL Capital Equipment Fund XI, LLC (the “Company” or the “Fund”) was formed under the laws of the State of California on June 25, 2004. The Company was formed for the purpose of acquiring equipment to engage in equipment leasing, lending and sales activities. Also, from time to time, the Company may purchase securities of its borrowers or receive warrants to purchase securities in connection with its lending arrangements. The Managing Member or Manager of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company. The Company may continue until December 31, 2025. Each Member’s personal liability for obligations of the Company generally will be limited to the amount of their respective contributions and rights to undistributed profits and assets of the Company.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. On May 31, 2005, subscriptions for the minimum number of Units (120,000, representing $1.2 million) had been received and AFS requested that the subscriptions be released to the Company. On that date, the Company commenced operations in its primary business (acquiring equipment to engage in equipment leasing, lending and sales activities). As of July 13, 2005, the Company had received subscriptions for 958,274 Units ($9.6 million), thus exceeding the $7.5 million minimum requirement for Pennsylvania, and AFS requested that the remaining funds in escrow (from Pennsylvania investors) be released to the Company. The Company terminated sales of Units effective April 30, 2006. Life-to-date net contributions through June 30, 2014 totaled $52.2 million, consisting of approximately $52.8 million in gross contributions from Other Members purchasing Units under the public offering less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable) of $636 thousand. As of June 30, 2014, 5,209,307 Units were issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Company’s invested capital; (ii) generates regular distributions to the Members of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2012, and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Company is governed by its Limited Liability Company Operating Agreement (“Operating Agreement”), as amended. On January 1, 2013, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement.

Pursuant to the terms of the Operating Agreement, AFS receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

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

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year.

8

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

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

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results of operations.

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

In preparing the accompanying unaudited financial statements, the Managing Member has reviewed events that have occurred after June 30, 2014 up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements, or adjustments thereto.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.

Segment reporting:

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

The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Company’s total revenues for the six months ended June 30, 2014 and 2013 and long-lived assets as of June 30, 2014 and December 31, 2013 (dollars in thousands):

		For The Six Months Ended June 30,
		2014				% of Total				2013				% of Total
Revenue
United States		$	1,889				99	%		$	2,438				97	%
United Kingdom			26				1	%			73				3	%
Total International			26				1	%			73				3	%
Total		$	1,915				100	%		$	2,511				100	%

		As of June 30,								As of December 31,
		2014				% of Total				2013				% of Total
Long-lived assets
United States		$	5,988				100	%		$	7,968				100	%
United Kingdom			6				0	%			6				0	%
Total International			6				0	%			6				0	%
Total		$	5,994				100	%		$	7,974				100	%

9

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

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

Investment in securities:

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

Purchased securities

Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Based upon the Company’s review of its portfolio, no fair value adjustment was deemed necessary for the three and six months ended June 30, 2014 and 2013.

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 June 30, 2014 and 2013, the Managing Member estimated the fair value of the warrants to be nominal in amount. Net gains recognized on the net exercise of certain warrants totaled $29 thousand and $2 thousand for the respective three months ended June 30, 2014 and 2013, and $29 thousand and $3 thousand for the respective six months ended June 30, 2014 and 2013.

Foreign currency transactions:

Foreign currency transaction gains and losses are reported in the results of operations as “other income” or “other loss” in the period in which they occur. Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions risks to date have not been significant. The Company recorded other income, net of $1 thousand and $4 thousand for the respective three months ended June 30, 2014 and 2013, and other loss, net of $2 thousand and $1 thousand for the respective six months ended June 30, 2014 and 2013. Such amounts were relative to net gains and losses from foreign currency transactions.

Per Unit data:

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

Recent accounting pronouncements:

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:

The Company has had various notes receivable from borrowers who have financed the purchase of equipment through the Company. The notes were secured by the equipment financed. As of June 30, 2014 and December 31, 2013, only one note receivable remains unsettled. Such note has an annual interest rate of 8.51% and matures in 2016.

The Company had neither notes in non-accrual status nor impaired notes at both June 30, 2014 and December 31, 2013.

10

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

3. Notes receivable, net: - (continued)

The minimum future payments receivable as of June 30, 2014 are as follows (in thousands):

Six months ending December 31, 2014		$	110
Year ending December 31, 2015			166
2016			188
			464
Less: portion representing unearned interest income			(37	)
Notes receivable, net		$	427

4. Allowance for credit losses:

The Company’s allowance for credit losses are as follows (in thousands):

		Accounts Receivable Allowance for Doubtful Accounts												Valuation Adjustments on Financing Receivables								Total Allowance for Credit Losses
		Notes Receivable				Finance Leases				Operating Leases				Notes Receivable				Finance Leases
Balance December 31, 2012		$	—			$	—			$	6			$	10			$	—			$	16
Reversal of provision for credit losses			—				—				(4	)			(10	)			—				(14	)
Balance December 31, 2013			—				—				2				—				—				2
Reversal of provision for credit losses			—				—				(1	)			—				—				(1	)
Balance June 30, 2014		$	—			$	—			$	1			$	—			$	—			$	1

Accounts receivable

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

Allowances for doubtful accounts are typically established based upon their aging and historical charge off and collection experience and the creditworthiness of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received. Accounts receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with lease or note payments outstanding less than 90 days. Based upon management’s judgment, such leases or notes may be placed in non-accrual status. Leases or notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, revenues on operating leases are recognized on a cash basis. All payments received on amounts billed under direct financing leases and notes receivable are applied only against outstanding principal balances.

Financing receivables

In addition to the allowance established for delinquent accounts receivable, the total allowance related solely to financing receivables also includes anticipated impairment charges on notes receivable and direct financing leases.

Notes are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest

11

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

4. Allowance for credit losses: - (continued)

when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary. This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.

The asset underlying a direct financing lease contract is considered impaired if the estimated undiscounted future cash flows of the asset are less than its net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the 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.

As of June 30, 2014 and December 31, 2013, the Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):

June 30, 2014		Notes Receivable				Finance Leases				Total
Allowance for credit losses:
Ending balance		$	—			$	—			$	—
Ending balance: individually evaluated for impairment		$	—			$	—			$	—
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—
Financing receivables:
Ending balance		$	427			$	74			$	501
Ending balance: individually evaluated for impairment		$	427			$	74			$	501
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—

December 31, 2013		Notes Receivable				Finance Leases				Total
Allowance for credit losses:
Ending balance		$	—			$	—			$	—
Ending balance: individually evaluated for impairment		$	—			$	—			$	—
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—
Financing receivables:
Ending balance		$	518			$	131			$	649
Ending balance: individually evaluated for impairment		$	518			$	131			$	649
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—

12

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

4. Allowance for credit losses: - (continued)

The Company evaluates the credit quality of its financing receivables on a scale equivalent to the following quality indicators related to corporate risk profiles:

Pass – Any account whose lessee/debtor, co-lessee/debtor or any guarantor has a credit rating on publicly traded or privately placed debt issues as rated by Moody’s or S&P for either Senior Unsecured debt, Long Term Issuer rating or Issuer rating that are in the tiers of ratings generally recognized by the investment community as constituting an Investment Grade credit rating; or, has been determined by the Manager to be an Investment Grade Equivalent or High Quality Corporate Credit per its Credit Policy or has a Not Rated internal rating by the Manager and the account is not considered by the Chief Credit Officer of the Manager to fall into one of the three risk profiles below.

Special Mention – Any traditional corporate type account with potential weaknesses (e.g. large net losses or major industry downturns) or, any growth capital account that has less than three months of cash as of the end of the calendar quarter to fund their continuing operations. These accounts deserve management’s close attention. If left uncorrected, those potential weaknesses may result in deterioration of the Fund’s receivable at some future date.

Substandard – Any account that is inadequately protected by the current worth and paying capacity of the borrower or of the collateral pledged, if any. Accounts that are so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Fund will sustain some loss as the likelihood of fully collecting all receivables may be questionable if the deficiencies are not corrected. Such accounts are on the Manager’s Credit Watch List.

Doubtful – Any account where the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Accordingly, an account that is so classified is on the Manager’s Credit Watch List, and has been declared in default and the Manager has repossessed, or is attempting to repossess, the equipment it financed. This category includes impaired notes and leases as applicable.

At June 30, 2014 and December 31, 2013, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):

		Notes Receivable								Finance Leases
		June 30, 2014				December 31, 2013				June 30, 2014				December 31, 2013
Pass		$	427			$	518			$	74			$	131
Special mention			—				—				—				—
Substandard			—				—				—				—
Doubtful			—				—				—				—
Total		$	427			$	518			$	74			$	131

At June 30, 2014 and December 31, 2013, investment in financing receivables is aged as follows (in thousands):

June 30, 2014		31 – 60 Days Past Due				61 – 90 Days Past Due				Greater Than 90 Days				Total Past Due				Current				Total Financing Receivables				Recorded Investment > 90 Days and Accruing
Notes receivable		$	—			$	—			$	—			$	—			$	427			$	427			$	—
Finance leases			—				—				—				—				74				74				—
Total		$	—			$	—			$	—			$	—			$	501			$	501			$	—

13

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

4. Allowance for credit losses: - (continued)

December 31, 2013		31 – 60 Days Past Due				61 – 90 Days Past Due				Greater Than 90 Days				Total Past Due				Current				Total Financing Receivables				Recorded Investment > 90 Days and Accruing
Notes receivable		$	—			$	—			$	—			$	—			$	518			$	518			$	—
Finance leases			—				—				—				—				131				131				—
Total		$	—			$	—			$	—			$	—			$	649			$	649			$	—

The Company had neither financing receivables in non-accrual status nor impaired financing receivables at both June 30, 2014 and December 31, 2013.

5. Investment in equipment and leases, net:

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

		Balance December 31, 2013				Reclassifications, Additions/ Dispositions and Impairment Losses				Depreciation/ Amortization Expense or Amortization of Leases				Balance June 30, 2014
Net investment in operating leases		$	7,761			$	(1,133	)		$	(741	)		$	5,887
Net investment in direct financing leases			131				(13	)			(44	)			74
Assets held for sale or lease, net			43				(40	)			—				3
Initial direct costs, net of accumulated amortization of $33 at June 30, 2014 and $82 at December 31, 2013			39				—				(9	)			30
Total		$	7,974			$	(1,186	)		$	(794	)		$	5,994

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

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. Impairment losses are recorded as an adjustment to the net investment in operating leases. As a result of these reviews, management determined that no impairment losses existed during the three and six months ended June 30, 2014. By comparison, during the three months ended June 30, 2013, the Company recorded $13 thousand of fair value adjustments to reduce the cost basis of certain impaired off-lease equipment. Such amount also represents the total fair value adjustments for the six months ended June 30, 2013.

The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Company’s equipment was approximately $365 thousand and $548 thousand for the respective three months ended June 30, 2014 and 2013, and was approximately $741 thousand and $1.2 million for the respective six months ended June 30, 2014 and 2013.

Initial direct costs amortization expense related to the Company’s operating and direct financing leases totaled $3 thousand and $5 thousand for the respective three months ended June 30, 2014 and 2013, and $9 thousand and $10 thousand for the respective six months ended June 30, 2014 and 2013.

All of the leased property was acquired during the years 2005 through 2011.

14

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

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

Operating leases:

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

		Balance December 31, 2013				Additions				Reclassifications or Dispositions				Balance June 30, 2014
Transportation, rail		$	11,163			$	—			$	(117	)		$	11,046
Mining			2,893				—				—				2,893
Transportation, other			4,409				—				(2,521	)			1,888
Materials handling			2,351				—				(652	)			1,699
Aviation			1,658				—				—				1,658
Marine vessels			1,415				—				—				1,415
Construction			758				—				(260	)			498
Manufacturing			840				—				(374	)			466
Other			11				—				—				11
			25,498				—				(3,924	)			21,574
Less accumulated depreciation			(17,737	)			(741	)			2,791				(15,687	)
Total		$	7,761			$	(741	)		$	(1,133	)		$	5,887

The average estimated residual value for assets on operating leases was 20% and 21% of the assets’ original cost at June 30, 2014 and December 31, 2013, respectively. There were no operating lease contracts placed in non-accrual status at June 30, 2014 and December 31, 2013.

Direct financing leases:

As of June 30, 2014, investment in direct financing leases consists of construction equipment. As of December 31, 2013, such investment primarily consisted of construction and materials handling equipment. The components of the Company’s investment in direct financing leases as of June 30, 2014 and December 31, 2013 are as follows (in thousands):

		June 30, 2014				December 31, 2013
Total minimum lease payments receivable		$	90			$	153
Estimated residual values of leased equipment (unguaranteed)			6				18
Investment in direct financing leases			96				171
Less unearned income			(22	)			(40	)
Net investment in direct financing leases		$	74			$	131

There were no investments in direct financing lease assets in non-accrual status at June 30, 2014 and December 31, 2013.

At June 30, 2014, the aggregate amounts of future minimum lease payments to be received are as follows (in thousands):

		Operating Leases				Direct Financing Leases				Total
Six months ending December 31, 2014		$	1,078			$	33			$	1,111
Year ending December 31, 2015			1,263				46				1,309
2016			552				11				563
2017			484				—				484
2018			114				—				114
2019			24				—				24
Thereafter			1				—				1
		$	3,516			$	90			$	3,606

15

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

6. Related party transactions:

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

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

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

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

The Operating Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent of the cumulative limit. As of June 30, 2014, the Company has not exceeded the annual and/or cumulative limitations discussed above.

AFS and/or affiliates earned fees and billed for reimbursements pursuant to the Operating Agreement as follows during each of the three and six months ended June 30, 2014 and 2013 (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Costs reimbursed to Managing Member and/or affiliates		$	64			$	77			$	117			$	161
Asset management fees to Managing Member and/or affiliates			27				61				76				130
		$	91			$	138			$	193			$	291

7. Non-recourse debt:

At June 30, 2014, 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 4.40% to 5.95%. The notes are secured by assignments of lease payments and pledges of assets. At June 30, 2014, gross lease rentals totaled approximately $1.2 million over the remaining lease terms; and the carrying value of the pledged assets is approximately $3.6 million. The notes mature from 2014 through 2015.

The non-recourse debt does not contain any material financial covenants. The debt is secured by liens granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lenders, such as warranties as to genuineness of the transaction parties’ signatures, as to the genuineness of the respective lease chattel paper or

16

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

7. Non-recourse debt: - (continued)

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 made to the lenders, such as warranties as to genuineness of the transaction parties’ signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the Company’s good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by such industry as being consistent with non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.

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

		Principal				Interest				Total
Six months ending December 31, 2014		$	563			$	27			$	590
Year ending December 31, 2015			639				17				656
		$	1,202			$	44			$	1,246

8. Commitments:

At June 30, 2014, the Company had no commitments to either purchase lease assets or fund loans.

9. Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

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

10. Members’ capital:

A total of 5,209,307 Units were issued and outstanding as of June 30, 2014 and December 31, 2013. The Fund was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial members (50 Units). The Company terminated sales of Units effective April 30, 2006.

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

17

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

10. Members’ capital: - (continued)

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Distributions		$	781			$	1,205			$	781			$	2,409
Weighted average number of Units outstanding			5,209,307				5,209,307				5,209,307				5,209,307
Weighted average distributions per Unit		$	0.15			$	0.23			$	0.15			$	0.46

The monthly distributions were discontinued in 2013 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Manager.

11. Fair value measurements:

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

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

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

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

The Company had no assets or liabilities requiring measurement at fair value on a recurring or non-recurring basis at June 30, 2014.

No assets or liabilities required measurement at fair value on a recurring basis at December 31, 2013; however, the Company recorded non-recurring adjustments to reflect the fair values of certain impaired lease and off-lease assets during 2013. Amounts at December 31, 2013 reflect the fair value of the then existing impaired assets.

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.

18

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

11. Fair value measurements: - (continued)

Such fair value adjustments utilized the following methodology:

Impaired operating lease and off-lease equipment

The Company had no fair value adjustments relative to impaired equipment during the three and six months ended June 30, 2014. By comparison, during the three and six months ended June 30, 2013, $13 thousand of fair value adjustments have been recorded to reduce the cost basis of certain impaired equipment. An additional $39 thousand of fair value adjustments were recorded through December 31, 2013. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets are 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.

The following table presents the fair value measurement of impaired assets measured at fair value on a non-recurring basis and the level within the hierarchy in which the fair value measurements fall at December 31, 2013 (in thousands):

		December 31, 2013				Level 1 Estimated Fair Value				Level 2 Estimated Fair Value				Level 3 Estimated Fair Value
Assets measured at fair value on a non-recurring basis:
Impaired off-lease equipment		$	6			$	—			$	—			$	6

The following table summarizes the valuation techniques and significant unobservable inputs used for the Company’s non-recurring fair value adjustments categorized as Level 3 in the fair value hierarchy at December 31, 2013:

Name		Valuation Frequency		Valuation Technique		Unobservable Inputs		Range of Input Values
Off-lease Equipment		Non-recurring		Market Approach		Third Party Agents’ Pricing   Quotes – per equipment Equipment Condition		$600 (total of $6,000) Poor to Average

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.

19

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

11. Fair value measurements: - (continued)

Notes receivable

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

Investment in securities

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

Non-recourse debt

The fair value of the Company’s non-recourse debt is estimated using discounted cash flow analyses, based upon the 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.

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

The following tables present estimated fair values of the Company’s financial instruments at June 30, 2014 and December 31, 2013 (in thousands):

		Fair Value Measurements at June 30, 2014
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	2,499			$	2,499			$	—			$	—			$	2,499
Notes receivable, net			427				—				—				427				427
Investment in securities			219				—				—				219				219
Financial liabilities:
Non-recourse debt			1,202				—				—				1,234				1,234

		Fair Value Measurements at December 31, 2013
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	1,419			$	1,419			$	—			$	—			$	1,419
Notes receivable, net			518				—				—				518				518
Investment in securities			219				—				—				219				219
Financial liabilities:
Non-recourse debt			1,952				—				—				2,014				2,014

20

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Company’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the market for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Capital Equipment Fund XI, LLC (the “Company” or the “Fund”) is a California limited liability company that was formed in June 2004 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing, lending and sales activities, primarily in the United States.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. The offering was terminated in April 2006. During 2006, the Company completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Company has reinvested cash flow in excess of certain amounts required to be distributed to the Other Members and/or utilized its credit facilities to acquire additional equipment.

The Company may continue until December 31, 2025. However, pursuant to the guidelines of the Limited Liability Company Operating Agreement (“Operating Agreement”), the Company commenced liquidation phase activities subsequent to the end of the Reinvestment Period which ended on December 31, 2012. Periodic distributions are paid at the discretion of the Managing Member.

Results of Operations

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

The Company had net income of $268 thousand and $494 thousand for the three months ended June 30, 2014 and 2013, respectively. Results for the second quarter of 2014 reflect decreases in both total revenues and total operating expenses when compared to the prior year period.

Revenues

Total revenues for the second quarter of 2014 declined by $494 thousand, or 39%, as compared to the prior year period. The net reduction in total revenues was largely attributable to a decrease in operating lease revenues, a loss recognized on the sale of lease assets and early termination of notes, and a decline in other revenue.

The decrease in operating lease revenue totaled $339 thousand and was primarily as a result of continued run-off and sales of lease assets. The loss recognized on the sales of lease assets and early termination of notes during the current year period totaled $26 thousand as compared to a gain of $64 thousand recognized during the prior year period. The $90 thousand unfavorable variance was largely due to lower volume and a change in the mix of assets sold. Finally, other revenue decreased by $73 thousand as the prior year period amounts included $65 thousand of excess mileage fees collected on certain returned vehicles. There were no such fees collected during the current year period.

21

Expenses

Total expenses for the second quarter of 2014 decreased by $271 thousand, or 34%, as compared to the prior year period. The net reduction in total expenses was primarily due to decreases in depreciation expense, asset management fees paid to AFS and interest expense.

The decrease in depreciation expense totaled $183 thousand and was largely due to continued run-off and sales of lease assets. Asset management fees paid to AFS declined by $34 thousand as a result of continued decline in managed assets and related rents; and, interest expense decreased by $21 thousand due to a $1.6 million decline in outstanding borrowings since June 30, 2013.

The six months ended June 30, 2014 versus the six months ended June 30, 2013

The Company had net income of $785 thousand and $764 thousand for the six months ended June 30, 2014 and 2013, respectively. Results for the first half of 2014 reflect decreases in both total operating expenses and total revenues when compared to the prior year period.

Revenues

Total revenues for the first six months of 2014 declined by $596 thousand, or 24%, as compared to the prior year period. The net reduction in total revenues was largely attributable to decreases in both operating and direct financing lease revenues partially offset by an increase in gains on sales of lease assets and early termination of notes.

The decrease in operating lease revenues totaled $615 thousand and was primarily a result of continued run-off and sales of lease assets. Direct financing lease revenues declined by $30 thousand due to continued run-off of the portfolio.

Partially offsetting the aforementioned decreases in revenues was a $48 thousand increase in gains realized on sales of lease assets and early termination of notes. Such increase was attributable to the change in mix of assets sold.

Expenses

Total expenses for the first six months of 2014 decreased by $618 thousand, or 35%, as compared to the prior year period. The net reduction in total expenses was primarily due to decreases in the following: depreciation expense, asset management fees paid to AFS, cost reimbursements to AFS, interest expense and other expense.

The decrease in depreciation expense totaled $465 thousand and was a result of continued run-off and sales of lease assets. Asset management fees paid to AFS declined by $54 thousand as a result of continued decline in managed assets and related rents; and, cost reimbursements to AFS declined by $44 thousand primarily due to lower costs allocated by the Manager based on the Company’s declining asset base and operations, consistent with a fund in liquidation.

In addition, interest expense decreased by $43 thousand mainly due to a $1.6 million decline in outstanding borrowings since June 30, 2013. Other expense was reduced by $35 thousand largely due to lower franchise tax fees, inspection fees, postage, and printing and photocopying costs.

Capital Resources and Liquidity

At June 30, 2014 and December 31, 2013, the Company’s cash and cash equivalents totaled $2.5 million and $1.4 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

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

If inflation in the general economy becomes significant, it may affect the Company in as much as the residual (resale) values and rates on re-leases of the Company’s leased assets may increase as the costs of similar assets increase. However, the Company’s revenues from existing leases and notes would not increase as such

22

rates are generally fixed for the terms of the leases and notes without adjustment for inflation. In addition, if interest rates increase significantly under such circumstances, the rates that the Company can obtain on future lease or financing transactions will be expected to increase as the cost of capital is a significant factor in the pricing of leases and investments in notes receivable. Leases and notes already in place, for the most part, would not be affected by changes in interest rates.

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

Cash Flows

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Net cash provided by (used in):
Operating activities		$	478			$	975			$	1,210			$	1,493
Investing activities			171				365				1,465				941
Financing activities			(358	)			(1,726	)			(1,595	)			(3,448	)
Net increase (decrease) in cash and cash equivalents		$	291			$	(386	)		$	1,080			$	(1,014	)

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

During the three months ended June 30, 2014 and 2013, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company realized $109 thousand and $265 thousand of cash flows from the sale or disposition of equipment and early termination of certain notes, and the disposition of investment securities during the respective three months ended June 30, 2014 and 2013.

During the same respective periods, cash was primarily used to pay down $358 thousand and $423 thousand of debt, and to pay invoices related to management fees and expenses, and other payables. During the prior year quarter, cash was also used to pay distributions to both the Other Members and the Managing Member, totaling $1.3 million. There were no distributions paid during the current year quarter.

The six months ended June 30, 2014 versus the six months ended June 30, 2013

During the six months ended June 30, 2014 and 2013, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company also realized $1.3 million and $733 thousand of cash flows from the sale or disposition of equipment and early termination of certain notes, and the disposition of investment securities during the respective six months ended June 30, 2014 and 2013.

During the same respective periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $845 thousand and $2.6 million. In addition, cash was used to pay down $750 thousand and $844 thousand of debt during the respective six months ended June 30, 2014 and 2013; and, to pay invoices related to management fees and expenses, and other payables.

Non-Recourse Long-Term Debt

As of June 30, 2014 and December 31, 2013, the Company had non-recourse long-term debt totaling $1.2 million and $2.0 million. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.

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For detailed information on the Company’s debt obligations, see Note 7 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).

Distributions

The Company commenced periodic distributions, based on cash flows from operations, beginning with the month of June 2005. Although the schedule of monthly and quarterly distributions could have been discontinued in January 2013 as the Company entered its liquidation phase, the Company continued to pay monthly and quarterly distributions from January 1 to June 30, 2013. Such distributions ceased in July 2013 when the Company adopted a semi-annual distribution cycle consistent with a fund in liquidation. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Manager.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At June 30, 2014, the Company had no commitments to purchase lease assets or fund loans.

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, 2013. There have been no material changes to the Company’s critical accounting policies since December 31, 2013.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) 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, which 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 applicable to the Company, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Documents filed as a part of this report:

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 not applicable, 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

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SIGNATURES

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

Date: August 13, 2014

ATEL CAPITAL EQUIPMENT FUND XI, LLC
(Registrant)

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