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 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 July 31, 2014 was 1,487,140 Units.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL GROWTH CAPITAL FUND 8, 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 Operations 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			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 4. Controls and Procedures			19
Part II. Other Information			20
Item 1. Legal Proceedings			20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			20
Item 3. Defaults Upon Senior Securities			21
Item 4. Mine Safety Disclosures			21
Item 5. Other Information			21
Item 6. Exhibits			21

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL GROWTH CAPITAL FUND 8, LLC
 
BALANCE SHEETS
 

JUNE 30, 2014 AND DECEMBER 31, 2013
(in thousands)

		June 30, 2014				December 31, 2013
		(Unaudited)
ASSETS
Cash and cash equivalents		$	3,082			$	3,107
Accounts receivable			—				6
Notes receivable, net			7,048				4,396
Investment in securities			229				—
Fair value of warrants			550				607
Prepaid expenses and other assets			17				5
Total assets		$	10,926			$	8,121
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	24			$	18
Affiliates			22				889
Accrued distributions to Other Members			219				160
Other			58				22
Total liabilities			323				1,089
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			10,603				7,032
Total Members’ capital			10,603				7,032
Total liabilities and Members’ capital		$	10,926			$	8,121

See accompanying notes.

3

ATEL GROWTH CAPITAL FUND 8, LLC
 
STATEMENTS OF OPERATIONS
 

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013
(in thousands except units and per unit data)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts		$	212			$	52			$	369			$	97
Gain on early termination of notes receivable			14				—				14				—
Gain on sales or dispositions of securities			46				—				46				—
Unrealized (loss) gain on fair valuation of warrants			(11	)			—				(145	)			2
Other			16				4				25				6
Total revenues			277				56				309				105
Expenses:
Acquisition expense			103				122				215				147
Cost reimbursements to affiliates			44				13				76				25
Asset management fees to Managing Member			18				3				29				7
Professional fees			12				1				45				4
Outside services			7				8				20				9
Taxes on income and franchise fees			—				2				2				2
Bank charges			3				2				6				4
Printing and photocopying			2				2				4				3
Other			4				3				9				4
Total expenses			193				156				406				205
Net income (loss)		$	84			$	(100	)		$	(97	)		$	(100	)
Net income (loss):
Managing Member		$	41			$	17			$	75			$	26
Other Members			43				(117	)			(172	)			(126	)
		$	84			$	(100	)		$	(97	)		$	(100	)
Net income (loss) per Limited Liability Company Unit (Other Members)		$	0.03			$	(0.21	)		$	(0.14	)		$	(0.30	)
Weighted average number of Units outstanding			1,333,399				552,066				1,217,191				423,807

See accompanying notes.

4

ATEL GROWTH CAPITAL FUND 8, 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 units and per unit data)

						Amount
		Units				Other Members				Managing Member				Total
Balance December 31, 2012			187,326			$	864			$	—			$	864
Capital contributions			834,755				8,348				—				8,348
Rescissions of Units			(550	)			(5	)			—				(5	)
Less selling commissions to affiliates			—				(751	)			—				(751	)
Syndication costs			—				(699	)			—				(699	)
Distributions to Other Members ($1.62 per Unit)			—				(1,005	)			—				(1,005	)
Distributions to Managing Member			—				—				(116	)			(116	)
Net income			—				280				116				396
Balance December 31, 2013			1,021,531				7,032				—				7,032
Capital contributions			415,429				4,154				—				4,154
Less selling commissions to affiliates			—				(374	)			—				(374	)
Syndication costs			—				636				—				636
Distributions to Other Members ($0.55 per Unit)			—				(673	)			—				(673	)
Distributions to Managing Member			—				—				(75	)			(75	)
Net (loss) income			—				(172	)			75				(97	)
Balance June 30, 2014 (Unaudited)			1,436,960			$	10,603			$	—			$	10,603

See accompanying notes.

5

ATEL GROWTH CAPITAL FUND 8, 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 (loss)		$	84			$	(100	)		$	(97	)		$	(100	)
Adjustment to reconcile net income (loss) to cash used in operating activities:
Accretion of note discount – warrants			(17	)			(2	)			(30	)			(4	)
Amortization of net note origination costs			9				2				14				4
Gain on early termination of notes receivable			(14	)			—				(14	)			—
Gain on sales or dispositions of securities			(46	)			—				(46	)			—
Unrealized loss (gain) on fair valuation of warrants			11				—				145				(2	)
Changes in operating assets and liabilities:
Accounts receivable			1				(6	)			6				1
Prepaid expenses and other assets			(3	)			(3	)			(12	)			(5	)
Accounts payable, Managing Member			(1	)			—				—				(1	)
Accounts payable, other			33				(16	)			36				—
Accrued liabilities, affiliates			(12	)			128				16				77
Unearned fee income related to notes receivable			18				7				19				6
Net cash provided by (used in) operating activities			63				10				37				(24	)
Investing activities:
Advance payments			(21	)			31				(108	)			(29	)
Purchase of securities			(204	)			—				(229	)			—
Proceeds from early termination of notes receivable			260				—				260				—
Proceeds from sales of warrants			51				—				51				—
Payments of note origination costs			(16	)			(1	)			(33	)			(11	)
Note receivable and warrants advances			(3,177	)			(648	)			(3,930	)			(798	)
Principal payments received on notes receivable			658				108				1,077				233
Net cash used in investing activities			(2,449	)			(510	)			(2,912	)			(605	)
Financing activities:
Selling commissions to affiliates			(200	)			(201	)			(374	)			(447	)
Syndication costs paid to Managing Member			(141	)			(130	)			(249	)			(275	)
Distributions to Other Members			(338	)			(113	)			(613	)			(154	)
Distributions to Managing Member			(37	)			(12	)			(68	)			(17	)
Capital contributions			2,221				1,953				4,154				4,686
Rescissions of capital contributions			—				(5	)			—				(5	)
Net cash provided by financing activities			1,505				1,492				2,850				3,788
Net (decrease) increase in cash and cash equivalents			(881	)			992				(25	)			3,159
Cash and cash equivalents at beginning of period			3,963				2,422				3,107				255
Cash and cash equivalents at end of period		$	3,082			$	3,414			$	3,082			$	3,414
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes		$	—			$	2			$	3			$	2
Schedule of non-cash investing and financing transactions:
Payables to Managing Member and affiliates at period-end (syndication costs)		$	2			$	812			$	2			$	812
Distributions payable to Other Members at period-end		$	219			$	101			$	219			$	101
Distributions payable to Managing Member at period-end		$	24			$	11			$	24			$	11

See accompanying notes.

6

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Growth Capital Fund 8, LLC (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 Managing Member, LLC (the “Managing Member” or “Manager”), the renamed AGC 8 Managing Member, LLC which was formed in December 2011 as a Nevada limited liability corporation. Such name change is the result of an amendment to the articles of incorporation filed with the State of Nevada effective March 18, 2014. 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 million. As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. 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 $3.75 million in gross proceeds. Total contributions to the Fund exceeded $3.75 million on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of June 30, 2014, cumulative contributions, net of rescissions and related distributions paid, totaling $14.4 million (inclusive of the $500 initial Member’s capital investment) have been received. As of such date, a total of 1,436,960 Units were issued and outstanding. The Fund is actively raising capital and, as of July 31, 2014, has received cumulative contributions, net of rescissions and related distributions paid, in the amount of $14.9 million (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 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 Unitholders, 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 Unitholders from any proceeds from sales of Equity interests and (iv) provide total cash distributions to Unitholders 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, 2013, filed with the Securities and Exchange Commission.

7

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of Significant Accounting Policies:

Basis of presentation:

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

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

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

Use of estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of credit losses on notes receivable and the fair valuation of equity securities and warrants.

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

8

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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. The Company made its initial investment in equity securities during the first quarter of 2014. As of June 30, 2014, investments in equity securities totaled $229 thousand.

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 December 31, 2013, the Managing Member estimated the fair value of warrants to be $550 thousand and $607 thousand, respectively. During the three and six months ended June 30, 2014, the Company recorded unrealized losses of $11 thousand and $145 thousand, respectively, on fair valuation of its warrants. By comparison, the Company recorded $2 thousand of unrealized gains during the first six months of 2013, all of which were recorded during the first quarter. During the three months ended June 30, 2014, the Company realized gains of $46 thousand on the net exercise of certain warrants. Such amount also represents total gain for the six months ended June 30, 2014. There was no net exercise of warrants during the three and six months ended June 30, 2013. See Note 9 for further discussion.

Per Unit data:

Net income (loss) per Unit is 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 various notes receivable from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are from 24 to 42 months and bear interest at implicit or stated rates ranging from 11.26% to 17.31% per annum. The notes are secured by the equipment financed and have maturity dates ranging from 2015 through 2017. There were neither impaired notes nor notes placed in non-accrual status as of June 30, 2014 and December 31, 2013.

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

Six months ending December 31, 2014		$	1,753
Year ending December 31, 2015			3,428
2016			2,627
2017			646
			8,454
Less: portion representing unearned interest income, net			(1,405	)
Less: advance payments			(1	)
Notes receivable, net		$	7,048

9

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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.

During the three and six months ended June 30, 2014, the Managing Member and/or affiliates earned commissions and fees, and billed for reimbursements pursuant to the Operating Agreement as follows (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members' capital		$	200			$	175			$	374			$	421
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members' capital			—				206				—				396
Administrative costs reimbursed to Managing Member and/or affiliates			44				13				76				25
Asset management fees to Managing Member			18				3				29				7
Acquisition costs and note origination fees paid to Managing Member			118				123				247				158
		$	380			$	520			$	726			$	1,007

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 $200 thousand and $381 thousand for the respective three months ended June 30, 2014 and 2013, and $374 thousand and $817 thousand for the respective six months ended June 30, 2014 and 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. Effective June 30, 2014, the Managing Member reversed $636 thousand of its pending receivable for syndication costs attributable to the sales of AGCF 8, LLC as such amounts appear to be in excess of those recoverable under the Fund’s Operating Agreement. The limitation on the amount of

10

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

5. Syndication costs: - (continued)

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 June 30, 2014, there were commitments to fund investments in notes receivable totaling $3.3 million. 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 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 1,436,960 and 1,021,531 Units were issued and outstanding at June 30, 2014 and December 31, 2013, 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 and six months ended June 30, 2014 and 2013 are 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 declared		$	367			$	151			$	673			$	234
Weighted average number of Units outstanding			1,333,399				552,066				1,217,191				423,807
Weighted average distributions per Unit		$	0.28			$	0.27			$	0.55			$	0.55

11

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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.

At June 30, 2014 and December 31, 2013, 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.

The measurement methodology is as follows:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the 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 June 30, 2014 and December 31, 2013, the calculated fair value of the Fund’s warrant portfolio totaled $550 thousand and $607 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

12

ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Fair value measurements: - (continued)

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

		Level 3 Assets
Balance at December 31, 2012		$	24
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)			110
Net exercise of warrants			(4	)
Unrealized gain on warrants, net recorded during the year			477
Balance at December 31, 2013			607
Fair value of new warrants, recorded during the year (included as a discount on notes receivable)			93
Net exercise of warrants			(5	)
Unrealized loss on warrants, net recorded during the period			(145	)
Balance at June 30, 2014		$	550

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s investments categorized as Level 3 in the fair value hierarchy as of June 30, 2014 and December 31, 2013:

June 30, 2014

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)

5.07

Risk-free interest rate

1.62%

Annualized volatility

100%

December 31, 2013

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)

7.00

Risk-free interest rate

2.46%

Annualized volatility

100%

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.

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ATEL GROWTH CAPITAL FUND 8, LLC
  
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Fair value measurements: - (continued)

Cash and cash equivalents

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

Notes receivable

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

Investment in securities

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

The following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at June 30, 2014 and December 31, 2013 (in thousands):

		June 30, 2014
		Carrying Amount				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	3,082			$	3,082			$	—			$	—			$	3,082
Notes receivable, net			7,048				—				—				7,041				7,041
Investment in securities			229				—				—				229				229
Warrants			550				—				—				550				550

		December 31, 2013
		Carrying Amount				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	3,107			$	3,107			$	—			$	—			$	3,107
Notes receivable, net			4,396				—				—				4,395				4,395
Warrants			607				—				—				607				607

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, 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.

Overview

The offering of ATEL Growth Capital 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 million.

As of November 14, 2012, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations. 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 $3.75 million in gross proceeds. Total contributions to the Fund exceeded $3.75 million on March 13, 2013, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of June 30, 2014, cumulative contributions, net of rescissions and related distributions paid, totaling $14.4 million (inclusive of the $500 initial Member’s capital investment) have been received. As of such date, a total of 1,436,960 Units were issued and outstanding. The Fund is actively raising capital and, as of July 31, 2014, has received cumulative contributions, net of rescissions and related distributions paid, in the amount of $14.9 million (inclusive of the $500 initial Member’s capital investment).

Results of Operations

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

The Company reported net income of $84 thousand for the three months ended June 30, 2014 as compared to a net loss of $100 thousand for the prior year period. Results for the second quarter of 2014 reflect increases in both total revenues and total expenses when compared to the prior year period.

Revenues

Total revenues for the second quarter of 2014 increased by $221 thousand, or 395%, as compared to the prior year period. The increase was largely due to the growth in interest income on notes receivable and a gain recognized on sales or disposition of securities.

Interest income on notes receivables, including accretion of net note origination costs and discounts, increased by $160 thousand as a result of revenue derived from an approximate $7.3 million of loans funded since June 30, 2013. The $46 thousand gain recognized on sales or disposition of securities was a result of a net exercise of warrants during the current year period. There was no net exercise of warrants during the three months ended June 30, 2013.

Expenses

Total expenses for the second quarter of 2014 increased by $37 thousand, or 24%, as compared to the prior year period. Such increase is consistent with the growth in total revenues and was largely a result of an increase in costs reimbursed to the Manager.

15

Costs reimbursed to the Manager increased by $31 thousand as a result of an increase in costs allocated by the Manager consistent with the Fund’s expanded operations.

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

The Company reported net losses of $97 thousand and $100 thousand for the six months ended June 30, 2014 and 2013, respectively. Results for the first half of 2014 reflect increases in both total revenues and total expenses when compared to the prior year period.

Revenues

Total revenues for the first half of 2014 increased by $204 thousand, or 194%, as compared to the prior year period. The increase was largely due to the growth in interest income on notes receivable and a gain recognized on sales or disposition of securities partially offset by an unrealized loss on fair valuation of warrants.

Interest income on notes receivables, including accretion of net note origination costs and discounts, increased by $272 thousand as a result of revenue derived from an approximate $7.3 million of loans funded since June 30, 2013. The $46 thousand gain recognized on sales or disposition of securities was a result of a net exercise of warrants during the current year period. There was no net exercise of warrants during the six months ended June 30, 2013.

Partially offsetting the aforementioned increases in revenues was a $145 thousand unrealized loss on fair valuation of warrants. Such unrealized loss was attributable to the revaluation of certain warrant positions in the Fund’s portfolio.

Expenses

Total expenses for the first half of 2014 increased by $201 thousand, or 98%, as compared to the prior year period. The net increase in expenses was primarily a result of increases in acquisition expense, costs reimbursed to the Manager, professional fees, and asset management fees paid to the Manager.

The $68 thousand increase in acquisition expense was attributable to the increase in loan originations — an approximate $3.9 million of loans have been funded during the six months ended June 30, 2014 as compared to $798 thousand funded during the prior year period. Costs reimbursed to the Manager increased by $51 thousand as a result of an increase in costs allocated by the Manager consistent with the Fund’s expanded operations.

Moreover, professional fees were higher by $41 thousand as a result of an increase in allocated audit fees; and, asset management fees paid to the Manager increased by $22 thousand due to the growth in managed assets.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $3.1 million at both June 30, 2014 and December 31, 2013. 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.

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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		$	63			$	10			$	37			$	(24	)
Investing activities			(2,449	)			(510	)			(2,912	)			(605	)
Financing activities			1,505				1,492				2,850				3,788
Net (decrease) increase in cash and cash equivalents		$	(881	)		$	992			$	(25	)		$	3,159

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 source of liquidity was subscription proceeds from the public offering of Units. Capital contributions, net of rescissions and related distributions, totaled $2.2 million and $1.9 million for the respective three months ended June 30, 2014 and 2013. As of June 30, 2014, cumulative net capital contributions totaling $14.4 million (1,436,960 Units) have been received. In addition, the Company realized $311 thousand of proceeds from the early termination of certain notes receivable and the net exercise of warrants. There was no such activity during the prior year period.

During the same respective periods, the primary uses of cash were to fund investments in notes receivable, pay distributions, and pay commissions and syndication costs associated with the offering. Investments in notes receivable funded during the respective three months ended June 30, 2014 and 2013 totaled $3.2 million and $648 thousand. Distributions paid to the Managing Member and Other Members totaled $375 thousand and $125 thousand during the same respective periods; while commissions and syndication costs paid totaled $341 thousand and $331 thousand. During the second quarter of 2014, cash was used to purchase equity securities totaling $204 thousand. There were no such purchases during the prior year period.

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 source of liquidity was subscription proceeds from the public offering of Units. Capital contributions, net of rescissions and related distributions, totaled $4.2 million and $4.7 million for the respective six months ended June 30, 2014 and 2013. In addition, the Company realized $311 thousand of proceeds from the early termination of certain notes receivable and the net exercise of warrants. There was no such activity during the prior year period.

During the same respective periods, the primary uses of cash were to fund investments in notes receivable, pay distributions, and pay commissions and syndication costs associated with the offering. Investments in notes receivable funded during the respective six months ended June 30, 2014 and 2013 totaled $3.9 million and $798 thousand. Distributions paid to the Managing Member and Other Members totaled $681 thousand and $171 thousand during the same respective periods; while commissions and syndication costs paid totaled $623 thousand and $722 thousand. During the first six months of 2014, cash was used to purchase equity securities totaling $229 thousand. There were no such purchases during the prior year period.

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 June 30, 2014.

Cash distributions were paid by the Fund to Unitholders of record as of May 31, 2014, and paid through June 30, 2014. 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

17

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 June 30, 2014 (in thousands):

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At June 30, 2014, there were commitments to fund investments in notes receivable totaling $3.3 million. 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.

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Critical Accounting Policies and Estimates

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

The Company’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 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 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 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 Managing Member. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Managing Member’s financial position or results of operations.

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

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				1,436,910			$	14,369

		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		$	252			$	883			$	1,135
Other syndication costs			—				862				862
Total expenses		$	252			$	1,745			$	1,997

(8)  Net offering proceeds to the issuer after total expenses in item 7:                                                  $     12,372

		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		$	61			$	9,515			$	9,576
Distributions paid			168				1,482				1,650
Other expenses			821				—				821
		$	1,050			$	10,997			$	12,047

(10) Net offering proceeds to the issuer after total expenses in item 9:                                                  $       325

20

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.

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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 GROWTH CAPITAL FUND 8, LLC
(Registrant)

		By: AGC 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 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 Managing Member, LLC (Managing Member)
By: /s/ Samuel Schussler Samuel Schussler Vice President and Chief Accounting Officer of AGC Managing Member, LLC (Managing Member)

22