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, 2015

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 000-53618

ATEL 12, LLC

(Exact name of registrant as specified in its charter)

California		20-8712853
(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, 2015 was 2,992,482.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL 12, LLC
  
Index

Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, June 30, 2015 and December 31, 2014			3
Statements of Operations for the three and six months ended June 30, 2015 and 2014			4
Statements of Changes in Members’ Capital for the year ended December 31, 2014 and for the six months ended June 30, 2015			5
Statements of Cash Flows for the three and six months ended June 30, 2015 and 2014			6
Notes to the Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 4. Controls and Procedures			27
Part II. Other Information			28
Item 1. Legal Proceedings			28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			28
Item 6. Exhibits			28

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL 12, LLC
 
BALANCE SHEETS
 
JUNE 30, 2015 AND DECEMBER 31, 2014
(In Thousands)

		June 30, 2015				December 31, 2014
		(Unaudited)
ASSETS
Cash and cash equivalents		$	2,345			$	2,277
Due from Managing Member			—				4
Accounts receivable, net of allowance for doubtful accounts of $26 at June 30, 2015 and $15 at December 31, 2014			37				184
Notes receivable, net of unearned interest income of $54 at June 30, 2015 and $97 as of December 31, 2014			621				837
Investment in securities			272				258
Fair value of warrants			412				393
Investments in equipment and leases, net of accumulated depreciation of $10,901 at June 30, 2015 and $11,027 at December 31, 2014			4,871				6,058
Prepaid expenses and other assets			23				29
Total assets		$	8,581			$	10,040
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	17			$	—
Accrued distributions to Other Members			230				229
Other			271				276
Non-recourse debt			1,325				1,894
Unearned operating lease income			95				90
Total liabilities			1,938				2,489
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			6,643				7,551
Total Members’ capital			6,643				7,551
Total liabilities and Members’ capital		$	8,581			$	10,040

See accompanying notes.

3

ATEL 12, LLC
 
STATEMENTS OF OPERATIONS
 
FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2015 AND 2014
(In Thousands Except for Units and Per Unit Data)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Revenues:
Leasing and lending activities:
Operating leases		$	600			$	946			$	1,188			$	1,847
Direct financing leases			10				22				23				47
Interest on notes receivable			19				40				42				89
Gain on sales of lease assets and early termination of notes			441				30				472				145
Gain on sales or dispositions of securities			10				30				10				30
Unrealized gain (loss) on fair valuation of warrants			2				(96	)			19				(174	)
Other			7				3				11				4
Total revenues			1,089				975				1,765				1,988
Expenses:
Depreciation of operating lease assets			412				623				832				1,255
Asset management fees to Managing Member			21				39				42				79
Acquisition expense			—				3				—				26
Cost reimbursements to Managing Member and/or affiliates			62				83				128				161
Provision for (reversal of) credit losses			1				(3	)			11				(3	)
Impairment losses on equipment			—				226				—				226
Amortization of initial direct costs			3				7				6				14
Interest expense			9				18				18				40
Professional fees			15				20				80				78
Outside services			6				7				19				20
Taxes on income and franchise fees			12				1				50				1
Other			16				27				31				53
Total expenses			557				1,051				1,217				1,950
Net income (loss)		$	532			$	(76	)		$	548			$	38
Net income (loss):
Managing Member		$	54			$	54			$	109			$	109
Other Members			478				(130	)			439				(71	)
		$	532			$	(76	)		$	548			$	38
Net income (loss) per Limited Liability Company Unit (Other Members)		$	0.16			$	(0.04	)		$	0.15			$	(0.02	)
Weighted average number of Units outstanding			2,992,482				2,993,471				2,992,482				2,993,476

See accompanying notes.

4

ATEL 12, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 
FOR THE YEAR ENDED DECEMBER 31, 2014
AND FOR THE SIX MONTHS ENDED
JUNE 30, 2015
(In Thousands Except for Units and Per Unit Data)

		Other Members								Managing Member				Total
		Units				Amount
Balance December 31, 2013			2,993,482			$	9,571			$	—			$	9,571
Repurchases of Units			(1,000	)			(3	)			—				(3	)
Distributions to Other Members ($0.90 per Unit)			—				(2,693	)			—				(2,693	)
Distributions to Managing Member			—				—				(218	)			(218	)
Net income			—				676				218				894
Balance December 31, 2014			2,992,482				7,551				—				7,551
Distributions to Other Members ($0.45 per Unit)			—				(1,347	)			—				(1,347	)
Distributions to Managing Member			—				—				(109	)			(109	)
Net income			—				439				109				548
Balance June 30, 2015 (Unaudited)			2,992,482			$	6,643			$	—			$	6,643

See accompanying notes.

5

ATEL 12, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2015 AND 2014
(In Thousands)
(Unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Operating activities:
Net income (loss)		$	532			$	(76	)		$	548			$	38
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Gain on sales of lease assets and early termination of notes			(441	)			(30	)			(472	)			(145	)
Depreciation of operating lease assets			412				623				832				1,255
Amortization of initial direct costs			3				7				6				14
Provision for (reversal of) credit losses			1				(3	)			11				(3	)
Impairment losses on equipment			—				226				—				226
Gain on sales or dispositions of securities			(10	)			(30	)			(10	)			(30	)
Unrealized (gain) loss on fair valuation of warrants			(2	)			96				(19	)			174
Changes in operating assets and liabilities:
Accounts receivable			9				3				136				25
Prepaid expenses and other assets			2				2				6				7
Accounts payable, Managing Member			(32	)			(37	)			21				3
Accounts payable, other			5				11				(5	)			27
Unearned operating lease income			(7	)			14				5				(25	)
Net cash provided by operating activities			472				806				1,059				1,566
Investing activities:
Purchase of securities			(14	)			(24	)			(14	)			(24	)
Proceeds from sales of lease assets and early termination of notes			631				329				772				512
Payments of initial direct costs			—				—				—				(5	)
Proceeds from sale of securities			10				71				10				71
Principal payments received on direct financing leases			27				30				51				57
Principal payments received on notes receivable			96				177				214				369
Net cash provided by investing activities			750				583				1,033				980
Financing activities:
Borrowings under non-recourse debt			—				197				—				197
Repayments under non-recourse debt			(279	)			(613	)			(569	)			(1,200	)
Distributions to Other Members			(673	)			(674	)			(1,346	)			(1,347	)
Distributions to Managing Member			(54	)			(54	)			(109	)			(109	)
Repurchases of Units			—				(3	)			—				(3	)
Net cash used in financing activities			(1,006	)			(1,147	)			(2,024	)			(2,462	)
Net increase in cash and cash equivalents			216				242				68				84
Cash and cash equivalents at beginning of period			2,129				699				2,277				857
Cash and cash equivalents at end of period		$	2,345			$	941			$	2,345			$	941
Supplemental disclosures of cash flow information:
Cash paid during the period for interest		$	8			$	19			$	17			$	42
Cash paid during the period for taxes		$	39			$	2			$	40			$	3
Schedule of non-cash transactions:
Distributions payable to Other Members at period-end		$	230			$	230			$	230			$	230
Distributions payable to Managing Member at period-end		$	19			$	19			$	19			$	19

See accompanying notes.

6

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL 12, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on January 25, 2007 for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities, as well as in real estate, growth capital investment activities and green technologies (the “principal operations”). From its inception into the third quarter of 2013, the Company’s Managing Member was ATEL Associates 12, LLC (“AA12”), a Nevada limited liability company. Effective September 30, 2013, AA12 was merged into ATEL Financial Services, LLC (“AFS”) (the “Managing Member” or “Manager”), a California limited liability company, which assumed the role of Managing Member of the Company. The Fund may continue until December 31, 2030. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The Company conducted a public offering of 20,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. On January 24, 2008, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the second quarter of 2008. Pennsylvania subscriptions were subject to a separate escrow to be released to the Fund only when the Fund had received aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on July 15, 2008. The offering was terminated on September 25, 2009.

As of June 30, 2015, cumulative contributions, net of rescissions and/or redemptions, totaling $29.9 million (inclusive of the $500 initial Member’s capital investment) have been received and 2,992,482 Units were issued and outstanding.

The Fund, or Managing Member and/or affiliates on behalf of the Fund, has incurred 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 ATEL 12, LLC Limited Liability Company Operating Agreement dated April 3, 2007 (the “Operating Agreement”).

The Company’s principal objectives are to invest in a diversified portfolio of investments that (i) preserves, protects and returns the Company’s invested capital; (ii) generates regular cash distributions to Unitholders, 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) which ends on December 31, 2015 and (iii) provides additional cash distributions following the Reinvestment Period and until all investment portfolio assets have been sold or otherwise disposed. The Company is governed by its Operating Agreement, as amended.

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, 2014, 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, 2015 are not necessarily indicative of the results to be expected for the full year.

7

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

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

Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results from 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 Company has reviewed, as determined necessary by the Managing Member, events that have occurred after June 30, 2015, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements.

Use of estimates:

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

Segment reporting:

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

The primary geographic regions in which the Company sought leasing opportunities were North America and Europe. For the six months ended June 30, 2015 and 2014, and as of June 30, 2015 and December 31, 2014, 100% of the Company’s operating revenues and long-lived assets relate to customers domiciled in North America.

Investment in securities:

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, 2015 and 2014. Purchased securities totaled $272 thousand and $258 thousand at June 30, 2015 and December 31, 2014, respectively. There were no sales or dispositions of securities during the three and six months ended June 30, 2015. By comparison, the Company recognized gains of $14 thousand on the disposition of certain purchased securities during the three months ended June 30, 2014. Such amount also represents total gain for the first six months of 2014.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the three and six months ended June 30, 2015, the Company recorded unrealized gains of $2 thousand and $19 thousand, respectively, on fair valuation of its warrants. By comparison, during the prior year three- and six-month periods, the Company recorded unrealized losses of $96 thousand and $174 thousand, respectively. As of June 30, 2015 and December 31, 2014, the estimated fair value of the

8

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

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

Company’s portfolio of warrants amounted to $412 thousand and $393 thousand, respectively. During the three-month periods ended June 30, 2015 and 2014, the Company realized gains on the net exercise of certain warrants totaling $10 thousand and $16 thousand, respectively. Such amounts also represent total realized gains for the six-month periods ended June 30, 2015 and 2014.

Per Unit data:

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

Recent accounting pronouncements:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The board will also allow companies to adopt the standard as of the original effective date, which is January 2017, if they are inclined to do so. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company evaluated the impact of the new standard on its financial statements and has determined that such impact is virtually non-existent as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues.

In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements  — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance relative to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. At June 30, 2015, the terms of the notes receivable are from 36 to 42 months and bear interest at rates ranging from 11.37% to 14.30% per annum. The notes are generally secured by the equipment financed and have maturity dates ranging from 2016 through 2017. The Company had neither notes in non-accrual status nor impaired notes at both June 30, 2015 and December 31, 2014.

As of June 30, 2015, the minimum future payments receivable are as follows (in thousands):

Six months ending December 31, 2015		$	233
Year ending December 31, 2016			400
2017			40
			673
Less: portion representing unearned interest income			(54	)
			619
Unamortized initial direct costs			2
Notes receivable, net		$	621

9

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net: - (continued)

Initial direct costs (“IDC”) amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three and six months ended June 30, 2015 and 2014 are as follows (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
IDC amortization – notes receivable		$	1			$	2			$	2			$	4
IDC amortization – lease assets			2				5				4				10
Total		$	3			$	7			$	6			$	14

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, 2013		$	—			$	—			$	3			$	—			$	—			$	3
Provision			—				1				11				—				—				12
Balance December 31, 2014			—				1				14				—				—				15
(Reversal of) provision			—				(1	)			12				—				—				11
Balance June 30, 2015		$	—			$	—			$	26			$	—			$	—			$	26

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.

10

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

Notes are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when due according to the contractual terms of the note agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest when due. If it is determined that a loan is impaired with regard to scheduled payments, the Company will perform an analysis of the note to determine if an impairment valuation reserve is necessary. This analysis considers the estimated cash flows from the note, or the collateral value of the property underlying the note when note repayment is collateral dependent. Any required valuation reserve is charged to earnings when determined; and notes are charged off to the allowance as they are deemed uncollectible.

The asset underlying a direct financing lease contract is considered impaired if the estimated undiscounted future cash flows of the asset are less than its net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.

The Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables as of June 30, 2015 and December 31, 2014 were as follows (in thousands):

June 30, 2015		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		$	621	1		$	56			$	677
Ending balance: individually evaluated for impairment		$	621			$	56			$	677
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—

11

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

December 31, 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		$	837	2		$	107			$	944
Ending balance: individually evaluated for impairment		$	837			$	107			$	944
Ending balance: collectively evaluated for impairment		$	—			$	—			$	—
Ending balance: loans acquired with deteriorated credit quality		$	—			$	—			$	—

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.

12

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

At June 30, 2015 and December 31, 2014, 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, 2015				December 31, 2014				June 30, 2015				December 31, 2014
Pass		$	546			$	833			$	56			$	107
Special mention			73				—				—				—
Substandard			—				—				—				—
Doubtful			—				—				—				—
Total		$	619			$	833			$	56			$	107

At June 30, 2015 and December 31, 2014, investment in financing receivables is aged as follows (in thousands):

June 30, 2015		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		$	—			$	—			$	—			$	—			$	619			$	619			$	—
Finance leases			—				—				—				—				56				56				—
Total		$	—			$	—			$	—			$	—			$	675			$	675			$	—

December 31, 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		$	—			$	—			$	—			$	—			$	833			$	833			$	—
Finance leases			—				—				47				47				60				107				47
Total		$	—			$	—			$	47			$	47			$	893			$	940			$	47

The Company had neither financing receivables in non-accrual status nor impaired financing receivables at both June 30, 2015 and December 31, 2014.

As of June 30, 2015, there were no investments in financing receivables with related accounts receivable past due more than 90 days which were still on an accrual basis. As of December 31, 2014, certain investments in financing receivables with related accounts receivable past due more than 90 days were still on an accrual basis based on management’s assessment of the collectability of such receivables. However, these accounts receivable were fully reserved and included in the allowance for doubtful accounts presented above.

13

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

5. Investments in equipment and leases, net:

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

		Balance December 31, 2014				Reclassifications, Additions/ Dispositions and Impairment Losses				Depreciation/ Amortization Expense or Amortization of Leases				Balance June 30, 2015
Net investment in operating leases		$	5,242			$	(209	)		$	(832	)		$	4,201
Net investment in direct financing leases			107				—				(51	)			56
Assets held for sale or lease, net			701				(91	)			—				610
Initial direct costs, net of accumulated amortization of $21 at June 30, 2015 and $44 at December 31, 2014			8				—				(4	)			4
Total		$	6,058			$	(300	)		$	(887	)		$	4,871

Impairment of investments in leases:

Recorded values of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted future rents from the existing lease contract. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances.

As a result of these reviews, management determined that no impairment losses existed during the three and six months ended June 30, 2015. By comparison, during the three and six months ended June 30, 2014, the Company recorded fair value adjustments of $226 thousand to reduce the cost basis of certain impaired off-lease equipment.

The Company utilizes a straight line depreciation method over the term of the equipment for equipment on operating leases currently in its portfolio. Depreciation expense on the Company’s equipment totaled $412 thousand and $623 thousand for the respective three months ended June 30, 2015 and 2014, and was $832 thousand and $1.3 million for the respective six months ended June 30, 2015 and 2014.

IDC amortization expense related to the Company’s operating and direct financing leases totaled $2 thousand and $5 thousand for the respective three months ended June 30, 2015 and 2014, and $4 thousand and $10 thousand for the respective six months ended June 30, 2015 and 2014 (See Note 3).

All of the Company’s leased property was acquired in the years 2008 through 2013.

14

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

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

Operating leases:

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

		Balance December 31, 2014				Additions				Reclassifications or Dispositions				Balance June 30, 2015
Transportation		$	4,935			$	—			$	—			$	4,935
Construction			2,740				—				—				2,740
Aviation			2,167				—				—				2,167
Manufacturing			2,434				—				(696	)			1,738
Materials handling			1,291				—				(110	)			1,181
Computer			119				—				(32	)			87
Other			1				—				—				1
			13,687				—				(838	)			12,849
Less accumulated depreciation			(8,445	)			(832	)			629				(8,648	)
Total		$	5,242			$	(832	)		$	(209	)		$	4,201

The average estimated residual value for assets on operating leases was 24% of the assets’ original cost at both June 30, 2015 and December 31, 2014. There were no operating leases in non-accrual status at June 30, 2015 and December 31, 2014.

Direct financing leases:

As of June 30, 2015 and December 31, 2014, investment in direct financing leases consists of materials handling equipment. The components of the Company’s investment in direct financing leases as of June 30, 2015 and December 31, 2014 are as follows (in thousands):

		June 30, 2015				December 31, 2014
Total minimum lease payments receivable		$	63			$	137
Estimated residual values of leased equipment (unguaranteed)			2				2
Investment in direct financing leases			65				139
Less unearned income			(9	)			(32	)
Net investment in direct financing leases		$	56			$	107

There were no investments in direct financing leases in non-accrual status at June 30, 2015 and December 31, 2014.

15

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

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

At June 30, 2015, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

		Operating Leases				Direct Financing Leases				Total
Six months ending December 31, 2015		$	471			$	45			$	516
Year ending December 31, 2016			664				17				681
2017			552				1				553
2018			109				—				109
		$	1,796			$	63			$	1,859

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of June 30, 2015, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):

Equipment category		Useful Life
Aviation			15 – 20
Manufacturing			10 – 15
Construction			7 – 10
Materials handling			7 – 10
Transportation			7 – 10
Computer			3 – 5

6. Related party transactions:

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

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

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

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

16

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

6. Related party transactions: - (continued)

During the three and six months ended June 30, 2015 and 2014, the Managing Member and/or affiliates earned fees and billed for reimbursements of costs and expenses pursuant to the Operating Agreement as follows (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Administrative costs reimbursed to Managing Member and/or affiliates		$	62			$	83			$	128			$	161
Asset management fees to Managing Member			21				39				42				79
Acquisition and initial direct costs paid to Managing Member and/or affiliates			—				3				—				31
		$	83			$	125			$	170			$	271

7. Non-recourse debt:

At June 30, 2015, 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 1.86% to 2.75% per annum. The notes are secured by assignments of lease payments and pledges of assets. At June 30, 2015, gross lease rentals totaled approximately $1.4 million over the remaining lease terms; and the carrying value of the pledged assets is approximately $2.5 million. The notes mature at various dates from 2015 through 2018.

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 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, 2015		$	304			$	12			$	316
Year ending December 31, 2016			454				17				471
2017			464				7				471
2018			103				1				104
		$	1,325			$	37			$	1,362

17

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

8. Borrowing facilities:

Effective December 30, 2014, the Company’s participation in a revolving credit facility (the “Credit Facility”) with AFS and certain of its affiliates was terminated. The Company had no related balances outstanding at the time.

Prior to December 30, 2014, the Company participated with AFS and certain of its affiliates in the Credit Facility comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate, with a syndicate of financial institutions as lenders. The Credit Facility was for an amount up to $75 million and included certain financial covenants. The interest rate on the Credit Facility was based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-priced daily. Principal amounts of loans made under the Credit Facility that were prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility.

9. Commitments:

At June 30, 2015, the Company had no commitments to purchase lease assets or fund investments in notes receivable.

10. 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.

11. Members’ capital:

A total of 2,992,482 Units were issued and outstanding at both June 30, 2015 and December 31, 2014. The Fund was authorized to issue up to 20,000,000 total Units.

The Company has the right, exercisable in 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.

18

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

11. Members’ capital: - (continued)

The Fund’s net income or net losses are to be allocated 100% to the Members. From the commencement of the Fund until the initial closing date, as defined in the Company’s Operating Agreement, net income and net loss shall be allocated 99% to the Managing Member and 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss shall be allocated 92.5% to the Other Members and 7.5% to the Managing Member.

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. 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,
		2015				2014				2015				2014
Distributions		$	674			$	674			$	1,347			$	1,347
Weighted average number of Units outstanding			2,992,482				2,993,471				2,992,482				2,993,476
Weighted average distributions per Unit		$	0.23			$	0.23			$	0.45			$	0.45

12. 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.

At June 30, 2015 and December 31, 2014, only the Company’s warrants were measured on a recurring basis.

The Company had no non-recurring adjustments during the three and six months ended June 30, 2015. During the prior year three- and six-month periods, the Company recorded non-recurring adjustments to reflect the fair values of certain impaired off-lease assets. Amounts at December 31, 2014 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.

19

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

The fair value adjustments utilized the following methodology:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of June 30, 2015 and December 31, 2014, the calculated fair values of the Fund’s warrant portfolio approximated $412 thousand and $393 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

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

		Level 3 Assets
Balance at December 31, 2014		$	393
Unrealized gain on warrants, net recorded during the period			19
Balance at June 30, 2015		$	412

Impaired off-lease equipment (non-recurring)

The Company did not record any non-recurring fair value adjustment during the three and six months ended June 30, 2015. During the second quarter of 2014, the Company deemed certain off-lease equipment (assets) to be impaired and recorded fair value adjustments of $226 thousand to reduce the cost basis of the equipment. Such amount also represents total fair value adjustments through December 31, 2014.

The fair value adjustments recorded during 2014 were non-recurring. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets were 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 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, 2014 (in thousands):

		December 31, 2014				Level 1 Estimated Fair Value				Level 2 Estimated Fair Value				Level 3 Estimated Fair Value
Impaired off-lease equipment		$	610			$	—			$	—			$	610

20

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring fair value calculation categorized as Level 3 in the fair value hierarchy at June 30, 2015 and December 31, 2014:

June 30, 2015

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.10 – $25.76

Exercise price

$0.05 – $25.76

Time to maturity (in years)

0.47 – 8.48

Risk-free interest rate

0.11% – 2.21%

Annualized volatility

14.84% – 100.00%

December 31, 2014

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.05 – $25.76

Exercise price

$0.05 – $25.76

Time to maturity (in years)

0.96 – 7.55

Risk-free interest rate

0.25% – 2.01%

Annualized volatility

15.88% – 100.00%

Lease Equipment

Non-recurring

Market Approach

Third Party Agents' Pricing   Quotes – per equipment

$5,000 – $150,000 (total of $610,000)

Equipment Condition

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. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash and cash equivalents

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

Notes receivable

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

21

ATEL 12, LLC
 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

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 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 in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at June 30, 2015 and December 31, 2014 (in thousands):

		Fair Value Measurements at June 30, 2015
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	2,345			$	2,345			$	—			$	—			$	2,345
Notes receivable, net			621				—				—				621				621
Investment in securities			272				—				—				272				272
Fair value of warrants			412				—				—				412				412
Financial liabilities:
Non-recourse debt			1,325				—				—				1,325				1,325

		Fair Value Measurements at December 31, 2014
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	2,277			$	2,277			$	—			$	—			$	2,277
Notes receivable, net			837				—				—				837				837
Investment in securities			258				—				—				258				258
Fair value of warrants			393				—				—				393				393
Financial liabilities:
Non-recourse debt			1,894				—				—				1,885				1,885

22

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 12, LLC (the “Company” or the “Fund”) is a California limited liability company that was formed in January 2007 for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities, as well as in real estate, growth capital investment activities and green technologies (the “principal operations”), primarily in the United States.

The Company conducted a public offering of 20,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. On January 24, 2008, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the second quarter of 2008. Pennsylvania subscriptions were subject to a separate escrow to be released to the Fund only when the Fund had received aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on July 15, 2008. As of September 25, 2009, the offering was terminated.

During 2009, 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 utilized its credit facilities and reinvested cash flow in excess of certain amounts required to be distributed to the Other Members to acquire additional equipment and/or to fund financing transactions. Throughout the Reinvestment Period, which ends December 31, 2015, the Company anticipates continued reinvestment of cash flow in excess of minimum distributions and other obligations. The Company is governed by its Limited Liability Company Operating Agreement (“Operating Agreement”), as amended.

The Company may continue until December 31, 2030. Periodic distributions are paid at the discretion of the Managing Member.

Results of Operations

The three months ended June 30, 2015 versus the three months ended June 30, 2014

The Company had net income of $532 thousand and a net loss of $76 thousand for the three months ended June 30, 2015 and 2014, respectively. Results for the second quarter of 2015 reflect a decrease in total expenses coupled with an increase in total revenues when compared to the prior year period.

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Revenues

Total revenues for the second quarter of 2015 increased by $114 thousand, or 12%, as compared to the prior year period. Such increase was primarily due to significantly higher gains recognized on sales of lease assets and early termination of notes coupled with a favorable change in the fair value of the Fund’s portfolio of warrants since June 30, 2014 offset, in part, by a reduction in operating lease revenues.

The increase in gains recognized on sales of lease assets and early termination of notes totaled $411 thousand and was mainly due to the change in the mix of assets sold, as the Fund disposed of previously leased high-priced manufacturing equipment during the current year period. Moreover, the required periodic revaluation of the warrants in the Company’s portfolio of investments resulted in a $98 thousand favorable change in the fair value of the portfolio.

Partially offsetting the aforementioned increases in revenue was a $346 thousand reduction in operating lease revenues. Such decrease was largely attributable to the impact of continued run-off and sales of lease assets.

Expenses

Total expenses for the second quarter of 2015 decreased by $494 thousand, or 47%, as compared to the prior year period. The net decrease in expenses was primarily the result of reductions in impairment losses on equipment, depreciation expense and cost reimbursements to the Managing Member.

Impairment losses on equipment declined by $226 thousand due to a prior year period fair value adjustment recorded on certain impaired off-lease equipment. There was no such fair value adjustment during the current year period. Depreciation expense was reduced by $211 thousand largely as a result of run-off and sales of lease assets; and, cost reimbursements paid to the Managing Member were reduced by $21 thousand as a result of lower allocated costs based, in part, on the Fund’s declining asset base.

The six months ended June 30, 2015 versus the six months ended June 30, 2014

The Company had net income of $548 thousand and $38 thousand for the six months ended June 30, 2015 and 2014, respectively. Results for the first half of 2015 reflect decreases in total expenses and total revenues when compared to the prior year period.

Revenues

Total revenues for the first half of 2015 decreased by $223 thousand, or 11%, as compared to the prior year period. Such decrease was primarily due to a decline in operating lease revenues partially offset by an increase in gain on sales of lease assets and early termination of notes, and a favorable change in the fair value of the Fund’s portfolio of warrants since June 30, 2014.

The decrease in operating lease revenues totaled $659 thousand and was mainly due to continued run-off and sales of lease assets.

Partially offsetting the aforementioned decrease in revenue was a $327 thousand increase in gain on sales of lease assets and early termination of notes. Such gain was largely a result of a change in the mix of assets sold, as the Fund disposed of previously leased high-priced manufacturing equipment during the current year period. In addition, the required periodic revaluation of the warrants in the Company’s portfolio of investments resulted in a $193 thousand favorable change in the fair value of the portfolio.

Expenses

Total expenses for the first half of 2015 decreased by $733 thousand, or 38%, as compared to the prior year period. Such decrease was primarily the result of reductions in depreciation expense, impairment losses on equipment, asset management fees and cost reimbursements paid to the Managing Member, and acquisition expense offset, in part, by an increase in taxes on income and franchise fees.

The decrease in depreciation expense totaled $423 thousand and was largely a result of run-off and sales of lease assets. Impairment losses on equipment declined by $226 thousand due to a prior year period fair value adjustment recorded on certain impaired off-lease equipment. There was no such fair value adjustment during the current year period.

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Moreover, asset management fees paid to the Managing Member declined by $37 thousand as a result of the continued decline in managed assets and related rents. Cost reimbursements paid to the Managing Member were reduced by $33 thousand as a result of lower allocated costs based, in part, on the Fund’s declining asset base; and, acquisition expense decreased by $26 thousand as new funding activities ceased for the Fund.

Partially offsetting the aforementioned decreases in expenses was a $49 thousand increase in taxes on income and franchise fees. Such increase was attributable to an increase in estimated tax payments and liabilities based on higher gains on sales of lease assets.

Capital Resources and Liquidity

At both June 30, 2015 and December 31, 2014, the Company’s cash and cash equivalents totaled $2.3 million. 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 has been its cash flow from fixed-term 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 the Company’s success in remarketing or selling the equipment as it comes off rental.

Throughout the Reinvestment Period (as defined in the Operating Agreement), the Company anticipates reinvesting a portion of lease payments from assets owned, and/or payments received on notes receivable, in new leasing or financing transactions. Such reinvestment will occur only after the payment of all obligations, including debt service (both principal and interest), the payment of management fees to the Manager and providing for cash distributions to the Members.

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

Cash Flows

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

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Net cash provided by (used in):
Operating activities		$	472			$	806			$	1,059			$	1,566
Investing activities			750				583				1,033				980
Financing activities			(1,006	)			(1,147	)			(2,024	)			(2,462	)
Net increase in cash and cash equivalents		$	216			$	242			$	68			$	84

The three months ended June 30, 2015 versus the three months ended June 30, 2014

During the three months ended June 30, 2015 and 2014, 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. The Company also realized $631 thousand and $329 thousand of proceeds from the sales of lease assets and/or the early termination of notes receivable during the respective three months ended June 30, 2015 and 2014. In addition, during the prior year period, the Company utilized borrowings totaling $197 thousand.

During the same comparative periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, and to pay down debt. Total distributions paid to Members amounted to $727 thousand and $728 thousand for the respective three months ended June 30, 2015 and 2014; while cash used to pay down debt totaled $279 thousand and $613 thousand for the second quarters of 2015 and 2014, respectively.

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The six months ended June 30, 2015 versus the six months ended June 30, 2014

During the six months ended June 30, 2015 and 2014, 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. The Company also realized $772 thousand and $512 thousand of proceeds from the sales of lease assets and/or the early termination of notes receivable during the respective six months ended June 30, 2015 and 2014. In addition, during the prior year period, the Company utilized borrowings totaling $197 thousand.

During the same comparative periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, and to pay down debt. Total distributions paid to Members amounted to $1.5 million for each of the six-month periods ended June 30, 2015 and 2014; while cash used to pay down debt totaled $569 thousand and $1.2 million for the respective six months ended June 30, 2015 and 2014.

Revolving credit facility

Effective December 30, 2014, the Company’s participation in a revolving credit facility with AFS and certain of its affiliates was terminated. The Company had no related balances outstanding at the time.

Prior to December 30, 2014, the Company participated with AFS and certain of its affiliates in a revolving credit facility comprised of a working capital facility to AFS, an acquisition facility and a warehouse facility to AFS, the Company and affiliates, and a venture facility available to an affiliate, with a syndicate of financial institutions as lenders.

Non-Recourse Long-Term Debt

As of June 30, 2015 and December 31, 2014, the Company had non-recourse long-term debt totaling $1.3 million and $1.9 million, respectively. 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.

For detailed information on the Company’s debt obligations, see Notes 7 and 8 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 February 2008. Such distributions have been consistently made through June 30, 2015.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At June 30, 2015, the Company had no commitments to purchase lease assets or fund investments in notes receivable.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The board will also allow companies to adopt the standard as of the original effective date, which is January 2017, if they are inclined to do so. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized

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as of the date of adoption. The Company evaluated the impact of the new standard on its financial statements and has determined that such impact is virtually non-existent as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues.

In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements — Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance relative to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.

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, 2014. There have been no material changes to the Company’s critical accounting policies since December 31, 2014.

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) and 15-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Company’s disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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, 2015

ATEL 12, LLC
(Registrant)

By:

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

By:

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

By:

/s/ Samuel Schussler Samuel Schussler Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (Managing Member)