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 September 30, 2016

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 000-50687

ATEL Capital Equipment Fund X, LLC

(Exact name of registrant as specified in its charter)

California		68-0517690
(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 October 31, 2016 was 13,971,486.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL CAPITAL EQUIPMENT FUND X, LLC

Index

Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2016 and December 31, 2015			3
Statements of Income for the three and nine months ended September 30, 2016 and 2015			4
Statements of Changes in Members’ Capital for the year ended December 31, 2015 and for the nine months ended September 30, 2016			5
Statements of Cash Flows for the three and nine months ended September 30, 2016 and 2015			6
Notes to the Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 4. Controls and Procedures			22
Part II. Other Information			23
Item 1. Legal Proceedings			23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			23
Item 3. Defaults Upon Senior Securities			23
Item 4. Mine Safety Disclosures			23
Item 5. Other Information			23
Item 6. Exhibits			23

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND X, LLC
 
BALANCE SHEETS
 
SEPTEMBER 30, 2016 AND DECEMBER 31, 2015
(in thousands)

		September 30, 2016				December 31, 2015
		(Unaudited)
ASSETS
Cash and cash equivalents		$	5,176			$	4,030
Accounts receivable, net			300				505
Prepaid expenses and other assets			123				115
Investment in securities			65				74
Warrants, fair value			13				29
Investments in equipment and leases, net			11,747				18,807
Total assets		$	17,424			$	23,560
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member		$	41			$	295
Accrued distributions to Other Members			—				2,445
Other			892				319
Accrued interest payable			4				21
Deposits due lessees			4				—
Non-recourse debt			1,098				4,493
Unearned operating lease income			115				87
Total liabilities			2,154				7,660
Commitments and contingencies
Members’ capital:
Managing Member			—				—
Other Members			15,270				15,900
Total Members’ capital			15,270				15,900
Total liabilities and Members’ capital		$	17,424			$	23,560

See accompanying notes.

3

ATEL CAPITAL EQUIPMENT FUND X, LLC
 
STATEMENTS OF INCOME
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2016 AND 2015
(in thousands, except for units and per unit data)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Revenues:
Leasing and lending activities:
Operating leases		$	427			$	1,524			$	2,657			$	4,876
Direct financing leases			234				463				926				1,520
Interest on notes receivable			—				5				—				17
Gain on sales of lease assets and early termination of notes			464				263				664				848
Unrealized loss on fair value adjustment for warrants			—				—				(16	)			—
Other interest			—				—				1				—
Other			50				102				1,075				286
Total revenues			1,175				2,357				5,307				7,547
Expenses:
Depreciation of operating lease assets			283				375				879				1,567
Asset management fees to Managing Member and/or affiliates			29				76				212				332
Costs reimbursed to Managing Member and/or affiliates			132				173				387				584
Amortization of initial direct costs			1				4				2				16
Interest expense			19				92				114				329
Impairment losses on equipment			—				—				—				345
Railcar maintenance			28				26				117				170
Provision for (reversal of) credit losses			4				(11	)			3				(57	)
Impairment losses on investment in securities			—				2				9				2
Storage fees			19				12				114				37
Professional fees			19				13				128				111
Franchise fees and taxes			—				37				—				112
Outside services			15				19				69				58
Insurance			9				9				28				26
Other			34				36				99				113
Total operating expenses			592				863				2,161				3,745
Other loss, net			—				(1	)			—				—
Net income		$	583			$	1,493			$	3,146			$	3,802
Net income:
Managing Member		$	—			$	—			$	283			$	170
Other Members			583				1,493				2,863				3,632
		$	583			$	1,493			$	3,146			$	3,802
Net income per Limited Liability Company Unit (Other Members)		$	0.04			$	0.11			$	0.20			$	0.26
Weighted average number of Units outstanding			13,971,486				13,971,486				13,971,486				13,971,486

See accompanying notes.

4

ATEL CAPITAL EQUIPMENT FUND X, LLC
 
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 
FOR THE YEAR ENDED DECEMBER 31, 2015
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016
(in thousands, except for units and per unit data)

		Other Members								Managing Member				Total
		Units				Amount
Balance December 31, 2014			13,971,486			$	15,905			$	—			$	15,905
Distributions to Other Members ($0.33 per Unit)			—				(4,541	)			—				(4,541	)
Distributions to Managing Member			—				—				(368	)			(368	)
Net income			—				4,536				368				4,904
Balance December 31, 2015			13,971,486				15,900				—				15,900
Distributions to Other Members ($0.25 per Unit)			—				(3,493	)			—				(3,493	)
Distributions to Managing Member			—				—				(283	)			(283	)
Net income			—				2,863				283				3,146
Balance September 30, 2016 (Unaudited)			13,971,486			$	15,270			$	—			$	15,270

See accompanying notes.

5

ATEL CAPITAL EQUIPMENT FUND X, LLC
 
STATEMENTS OF CASH FLOWS
 
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2016 AND 2015
(in thousands)
(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Operating activities:
Net income		$	583			$	1,493			$	3,146			$	3,802
Adjustments to reconcile net income to cash provided by operating activities:
Gain on sales of lease assets and early termination of notes			(464	)			(263	)			(664	)			(848	)
Depreciation of operating lease assets			283				375				879				1,567
Amortization of initial direct costs			1				4				2				16
Impairment losses on equipment			—				—				—				345
Provision for (reversal of) credit losses			4				(11	)			3				(57	)
Impairment losses on investment in securities			—				2				9				2
Unrealized loss on fair valuation adjustment for warrants			—				—				16				—
Changes in operating assets and liabilities:
Accounts receivable			231				34				202				123
Prepaid expenses and other assets			(25	)			(22	)			(8	)			(5	)
Accounts payable, Managing Member			88				(73	)			(56	)			(166	)
Accounts payable, other			549				7				573				(152	)
Accrued interest payable			(6	)			(6	)			(17	)			(16	)
Deposits due lessees			4				—				4				—
Unearned operating lease income			(74	)			(157	)			28				(199	)
Net cash provided by operating activities			1,174				1,383				4,117				4,412
Investing activities:
Purchase of securities			—				—				—				(3	)
Proceeds from sales of lease assets and early termination of notes			3,263				341				4,533				1,194
Payments of initial direct costs			(1	)			—				(1	)			—
Principal payments received on direct financing leases			715				683				2,311				1,959
Principal payments received on notes receivable			—				36				—				107
Net cash provided by investing activities			3,977				1,060				6,843				3,257
Financing activities:
Repayments under non-recourse debt			(1,150	)			(1,120	)			(3,395	)			(3,370	)
Distributions to Other Members			(3,493	)			(2,096	)			(5,938	)			(5,938	)
Distributions to Managing Member			(283	)			(170	)			(481	)			(482	)
Net cash used in financing activities			(4,926	)			(3,386	)			(9,814	)			(9,790	)
Net increase (decrease) in cash and cash equivalents			225				(943	)			1,146				(2,121	)
Cash and cash equivalents at beginning of period			4,951				3,469				4,030				4,647
Cash and cash equivalents at end of period		$	5,176			$	2,526			$	5,176			$	2,526
Supplemental disclosures of cash flow information:
Cash paid during the period for interest		$	25			$	98			$	131			$	345
Cash paid during the period for taxes		$	—			$	1			$	86			$	141

See accompanying notes.

6

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

1. Organization and Limited Liability Company matters:

ATEL Capital Equipment Fund X, LLC (the “Company” or the “Fund”) was formed under the laws of the State of California on August 12, 2002 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to engage in equipment leasing, lending and sales activities, primarily in the United States. The Managing Member or Manager of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company. The Company may continue until December 31, 2022.

As of March 11, 2005, subscriptions for 14,059,136 Units ($140.6 million) had been received, of which 87,650 Units ($720 thousand) were subsequently rescinded or repurchased (net of distributions paid and allocated syndication costs, as applicable) by the Company through September 30, 2016. As of September 30, 2016, 13,971,486 Units remain issued and outstanding.

On January 1, 2012, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement. Pursuant to the terms of the Operating Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

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, 2015, 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 nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year.

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 of operations.

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

In preparing the accompanying unaudited financial statements, the Managing Member has reviewed events that have occurred after September 30, 2016, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements, and adjustments thereto.

Use of estimates:

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

7

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

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

Segment reporting:

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

The primary geographic regions in which the Company sought leasing opportunities were North America and Europe. For the nine months ended September 30, 2016 and 2015, and as of September 30, 2016 and December 31, 2015, 100% of the Company’s operating revenues and long-lived assets relate to customers domiciled in North America.

Investment in securities:

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

Purchased securities

Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Based upon the Company’s review of its portfolio, a fair value adjustment of $9 thousand was recorded in the nine months ended September 30, 2016, to reduce the recorded value of certain securities fair value to zero. No fair value adjustment was deemed necessary for the three months ended September 30, 2016. A fair value adjustment of $2 thousand was recorded for the three and nine months ended September 30, 2015, to reduce the recorded value of certain securities. There were no investment securities sold or disposed of during the three and nine months ended September 30, 2016 and 2015.

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 nine months ended September 30, 2016, the Company recorded unrealized losses of $16 thousand on the fair valuation of its warrant holdings. There were no unrealized gains or losses during the three and nine months ended September 30, 2015 and for the three months ended September 30, 2016. At September 30, 2016 and December 31, 2015, the Managing Member estimated the fair value of the warrants to be $13 thousand and $29 thousand, respectively. There were no exercises of warrants, net or otherwise, during the three and nine months ended September 30, 2016 and 2015.

Other income (loss), net:

Other income (loss), net consisted solely of net gains (losses) on foreign exchange transactions.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net income and distributions per Unit are based upon the weighted average number of Other Members’ Units outstanding during the period.

8

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

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

Fair value:

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

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

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

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

The Company’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.

Recent accounting pronouncements:

In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the standard and its impact on operations and financial reporting.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the

9

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

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

contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and its operational and related disclosure requirements.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard will require lessees to recognize lease assets and lease liabilities arising from operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and recognize income on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU-2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the standard and its operational and related disclosure requirements.

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The new standard provides guidance related to accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management is currently evaluating the standard and its operational and related disclosure requirements.

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 (“ASU-2014-15”). 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 does not expect the adoption of ASU 2014-15 to have a material impact on the Company’s financial statements or related disclosures.

In May 2014, the FASB issued Accounting Standards Update 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 and in August 2015, issued Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. 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.

10

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

3. Notes receivable, net:

The Company has had various notes receivable from borrowers who have financed the purchase of equipment through the Company. The notes were secured by the equipment financed. As of September 30, 2016 and December 31, 2015, the notes have been fully settled.

4. Allowance for credit losses:

The Company’s allowance for credit losses totaled $5 thousand and $2 thousand at September 30, 2016 and December 31, 2015, respectively. All of such allowance were related to delinquent operating lease receivables. The Company had neither financing receivables in non-accrual status nor impaired financing receivables at both September 30, 2016 and December 31, 2015.

5. Investment in equipment and leases, net:

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

		Balance December 31, 2015				Reclassifications, Additions/ Dispositions				Depreciation/ Amortization Expense or Amortization of Leases				Balance September 30, 2016
Net investment in operating leases		$	9,793			$	(3,128	)		$	(873	)		$	5,792
Net investment in direct financing leases			6,315				(1,830	)			(2,311	)			2,174
Assets held for sale or lease, net			2,696				1,089				(6	)			3,779
Initial direct costs, net of accumulated amortization of $35 at September 30, 2016 and $86 at December 31, 2015			3				1				(2	)			2
Total		$	18,807			$	(3,868	)		$	(3,192	)		$	11,747

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

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, if any. 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 nine months ended September 30, 2016, and the three months ended September 30, 2015. By comparison, the Company recorded $345 thousand of fair value adjustments to reduce the cost basis of certain impaired lease equipment during the first nine months of 2015.

The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Company’s equipment totaled

11

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

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

$283 thousand and $375 thousand for the respective three months ended September 30, 2016 and 2015, and $879 thousand and $1.6 million for the respective nine months ended September 30, 2016 and 2015. Initial direct costs amortization expense related to the Company’s operating and direct financing leases totaled $1 thousand and $4 thousand for the respective three months ended September 30, 2016 and 2015, and $2 thousand and $16 thousand for the respective nine months ended September 30, 2016 and 2015.

All of the remaining property on lease was acquired during the years 2004 through 2011.

Operating leases:

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

		Balance December 31, 2015				Additions				Reclassifications or Dispositions				Balance September 30, 2016
Transportation, rail		$	21,892			$	—			$	(5,996	)		$	15,896
Transportation, other			13,926				—				(10,205	)			3,721
Aircraft			3,026				—				—				3,026
Materials handling			1,536				—				(1,030	)			506
Manufacturing			624				—				—				624
Petro/natural gas			470				—				—				470
Agriculture			350				—				—				350
			41,824				—				(17,231	)			24,593
Less accumulated depreciation			(32,031	)			(873	)			14,103				(18,801	)
Total		$	9,793			$	(873	)		$	(3,128	)		$	5,792

The average estimated residual value for assets on operating leases was 22% and 21% of the assets’ original cost at September 30, 2016 and December 31, 2015, respectively. There were no operating leases placed in non-accrual status as of the same dates.

Direct financing leases:

As of September 30, 2016 and December 31, 2015, investment in direct financing leases generally consists of materials handling, mining, and agriculture equipment. As of December 31, 2015 investment in direct financing leases also consisted of construction equipment.

The components of the Company’s investment in direct financing leases as of September 30, 2016 and December 31, 2015 are as follows (in thousands):

		September 30, 2016				December 31, 2015
Total minimum lease payments receivable		$	587			$	3,823
Estimated residual values of leased equipment (unguaranteed)			1,727				3,558
Investment in direct financing leases			2,314				7,381
Less unearned income			(140	)			(1,066	)
Net investment in direct financing leases		$	2,174			$	6,315

There were no direct financing leases placed in non-accrual status as of September 30, 2016 and December 31, 2015.

12

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

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

At September 30, 2016, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

		Operating Leases				Direct Financing Leases				Total
Three months ending December 31, 2016		$	483			$	561			$	1,044
Year ending December 31, 2017			1,763				26				1,789
2018			1,195				—				1,195
2019			497				—				497
2020			229				—				229
2021			24				—				24
		$	4,191			$	587			$	4,778

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of September 30, 2016, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):

Equipment category		Useful Life
Transportation, rail			35 – 40
Mining			30 – 40
Aircraft			20 – 30
Manufacturing			10 – 15
Petro/natural gas			10 – 15
Agriculture			7 – 10
Construction			7 – 10
Materials handling			7 – 10
Transportation, other			7 – 10

6. Related party transactions:

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

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

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

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

The Fund’s Operating Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the

13

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

6. Related party transactions: - (continued)

annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be recovered in future years to the extent of the cumulative limit. As of September 30, 2016, the Company has not exceeded the annual and/or cumulative limitations discussed above.

During the three and nine months ended September 30, 2016 and 2015, AFS 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 September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Costs reimbursed to Managing Member and/or affiliates		$	132			$	173			$	387			$	584
Asset management fees to Managing Member and/or affiliates			29				76				212				332
		$	161			$	249			$	599			$	916

7. Non-recourse debt:

At September 30, 2016, 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 1.97% to 6.58%. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2016, gross operating lease rentals and future payments on direct financing leases totaled approximately $935 thousand over the remaining lease terms and the carrying value of the pledged assets is $2.8 million. The notes mature at various dates from 2017 through 2018.

The non-recourse debt does not contain any material financial covenants. The debt is secured by a specific lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the 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
Three months ending December 31, 2016		$	590			$	11			$	601
Year ending December 31, 2017			425				5				430
2018			83				—				83
		$	1,098			$	16			$	1,114

14

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

8. Commitments:

At September 30, 2016, there were no commitments to purchase lease assets or fund investments in notes receivable.

9. Members’ capital:

Units issued and outstanding were 13,971,486 at both September 30, 2016 and December 31, 2015. The Company was authorized to issue up to 15,000,000 Units in addition to the Units issued to the initial Members (50 Units). The Company ceased offering Units on March 11, 2005.

Distributions to the Other Members for the three and nine months ended September 30, 2016 and 2015 were as follows (in thousands except Units and per Unit data):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Distributions declared		$	—			$	—			$	3,493			$	2,096
Weighted average number of Units outstanding			13,971,486				13,971,486				13,971,486				13,971,486
Weighted average distributions per Unit		$	—			$	—			$	0.25			$	0.15

10. Fair value measurements:

At September 30, 2016 and December 31, 2015, only the Company’s warrants were measured on a recurring basis.

During the first nine months of 2016, the Company recorded non-recurring fair value adjustments to reduce the cost basis of an impaired security to zero. During 2015, such non-recurring adjustments were recorded to reduce the cost bases of impaired equipment. Amounts at December 31, 2015 reflect the fair values of the existing impaired equipment.

Such fair value adjustments utilized the following methodology:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, and a risk free interest rate for the term(s) of the warrant exercise(s). As of September 30, 2016 and December 31, 2015, the calculated fair value of the Fund’s warrant portfolio approximated $13 thousand and $29 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

The fair value of warrants that were accounted for on a recurring basis as of the three and nine months ended September 30, 2016 and 2015 and classified as level 3 are as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Fair value of warrants at beginning of period		$	13			$	—			$	29			$	—
Unrealized loss on fair value adjustment for warrants			—				—				(16	)			—
Fair value of warrants at end of period		$	13			$	—			$	13			$	—

15

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

10. Fair value measurements: - (continued)

Impaired investment securities (non-recurring)

The Company’s investment securities are not registered for public sale and are carried at cost. The investment securities are adjusted for any impairment based upon factors which 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.

During the first nine months of 2016, the Company recorded a $9 thousand fair value adjustment to reduce the cost basis of an impaired investment security to zero. The 100% reduction in value was based on a market approach technique and uses inputs that reflect qualitative and quantitative information provided by the management of the investee. Such information indicated a significantly reduced value as evidenced by the purchase price of the investee as contemplated in its acquisition terms. No fair value adjustment was deemed necessary for the three months ended September 30, 2016.

During 2015, the Company recorded non-recurring fair value adjustments of $14 thousand to reduce the cost basis of certain impaired investment securities, $2 thousand of which were recorded during the three and nine months ended September 30, 2015. A majority of the reduction in value was based on a market approach technique and uses inputs that reflect qualitative and quantitative information provided by the management of the investee, which indicated reduced growth opportunity and eventual reduction in cash flows and revenues.

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the aforementioned impaired investment securities were classified within Level 3 of the valuation hierarchy.

Impaired lease and/or off-lease equipment (non-recurring)

During 2015, the Company deemed certain petroleum/natural gas and transportation equipment to be impaired. Accordingly, the Company recorded fair value adjustments of $437 thousand to reduce the cost basis of the equipment. There were no such adjustments during the nine months ended September 30, 2016.

The aforementioned adjustments were non-recurring. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair values of such impaired equipment are classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of the 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 fair value of the investment security with an impairment at September 30, 2016 was zero. The table below 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 as of December 31, 2015 (in thousands):

		December 31, 2015				Level 1 Estimated Fair Value				Level 2 Estimated Fair Value				Level 3 Estimated Fair Value
Assets measured at fair value on a non-recurring basis:
Impaired lease and off-lease equipment		$	120			$	—			$	—			$	120
Impaired investment securities			8				—				—				8

16

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

10. Fair value measurements: - (continued)

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value adjustments categorized as Level 3 in the fair value hierarchy at September 30, 2016 and December 31, 2015:

September 30, 2016
Name		Valuation Frequency		Valuation Technique		Unobservable Inputs		Range of Input Values
Warrants		Recurring		Black-Scholes formulation		Stock price		$0.35 – $1.25
						Exercise price		$0.91 – $1.25
						Time to maturity (in years)		1.66 – 2.00
						Risk-free interest rate		0.71% – 0.77%
						Annualized volatility		100%
Investment Securities		Non-recurring		Market Approach		Qualitative and quantitative   information (Investee   Management)		Not Applicable

December 31, 2015
Name		Valuation Frequency		Valuation Technique		Unobservable Inputs		Range of Input Values
Warrants		Recurring		Black-Scholes formulation		Stock price		$0.35 – $1.25
						Exercise price		$0.91 – $1.25
						Time to maturity (in years)		2.41 – 2.75
						Risk-free interest rate		1.16% – 1.25%
						Annualized volatility		100%
Lease Equipment		Non-recurring		Market Approach		Third Party Agents’ Pricing   Quotes – per equipment		$0 – $20,000 (total of $120,000)
						Equipment Condition		Poor to Average
Investment Securities		Non-recurring		Market Approach		Qualitative and quantitative   information (Investee   Management)		Not Applicable

The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Company’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Company’s financial statements and related notes.

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

Cash and cash equivalents

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

17

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

10. Fair value measurements: - (continued)

Notes receivable

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

Investment in securities

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

Non-recourse debt

The fair value of the Company’s non-recourse debt is estimated using discounted cash flow analyses, based upon 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 a summary of the carrying value and fair value by level of financial instruments on the Company’s balance sheets at September 30, 2016 and December 31, 2015 (in thousands):

		Fair Value Measurements at September 30, 2016
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	5,176			$	5,176			$	—			$	—			$	5,176
Investment in securities			65				—				—				65				65
Fair value of warrants			13				—				—				13				13
Financial liabilities:
Non-recourse debt			1,098				—				—				1,103				1,103

		Fair Value Measurements at December 31, 2015
		Carrying Value				Level 1				Level 2				Level 3				Total
Financial assets:
Cash and cash equivalents		$	4,030			$	4,030			$	—			$	—			$	4,030
Investment in securities			74				—				—				74				74
Fair value of warrants			29				—				—				29				29
Financial liabilities:
Non-recourse debt			4,493				—				—				4,541				4,541

18

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

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

Overview

ATEL Capital Equipment Fund X, LLC (the “Company” or the “Fund”) is a California limited liability company that was formed in August 2002 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The Managing Member of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company.

The Company may continue until December 31, 2022. However, pursuant to the guidelines of the Limited Liability Company Operating Agreement (“Operating Agreement”), the Company commenced liquidation phase activities subsequent to the end of the Reinvestment Period which ended on December 31, 2011. Periodic distributions will be paid at the discretion of the Managing Member.

Results of Operations

The three months ended September 30, 2016 versus the three months ended September 30, 2015

The Company had net income of $583 thousand and $1.5 million for the three months ended September 30, 2016 and 2015, respectively. The results for the third quarter of 2016 reflect decreases in both total revenues and total operating expenses when compared to the prior year period.

Revenues

Total revenues for the third quarter of 2016 decreased by $1.2 million or 50%, as compared to the prior year period. Such decrease was primarily attributable to a reduction in operating lease and direct financing lease revenues, partially offset by an increase in realized gains on sales of lease assets and early termination of notes.

The decline in operating lease revenues totaled $1.1 million or 72%, and was primarily a result of continued run-off and dispositions of lease assets. Direct financing lease revenues decreased by $229 thousand or 49%, mainly due to run-off of the portfolio, and disposition of certain lease assets. The increase in gains realized on sales of lease assets and early termination of notes totaled $201 thousand or 76%, and was a result of higher volume of sales, and a change in the mix of assets sold.

Expenses

Total operating expenses for the third quarter of 2016 decreased by $271 thousand or 31%, as compared to the prior year period. The net decline in operating expenses was primarily due to decreases in depreciation expense, interest expense, asset management fees and costs reimbursed to Managing Member and/or affiliates.

The decrease in depreciation expense totaled $92 thousand or 25%, and was primarily a result of run-off and dispositions of lease assets. Interest expense declined by $73 thousand or 79%, as a result of a $4.5 million reduction in outstanding debt since September 30, 2015. The asset management fees decreased by

19

$47 thousand or 62%, mainly due to lower revenue received on the Company’s lease assets. Costs reimbursed to Managing Member and/or affiliates decreased by $41 thousand or 24%, largely due to lower costs allocated by the Manager based on the Company’s continued liquidation.

The nine months ended September 30, 2016 versus the nine months ended September 30, 2015

The Company had net income of $3.1 million and $3.8 million for the nine months ended September 30, 2016 and 2015, respectively. The results for the nine months ended September 30, 2016 reflect decreases in both total revenues and total operating expenses when compared to the prior year period.

Revenues

Total revenues for the first nine months of 2016 decreased by $2.2 million or 30%, as compared to the prior year period. Such decrease was primarily attributable to a reduction in operating lease revenues, a decrease in direct financing lease revenues and a decrease in the realized gains on sales of lease assets and early termination of notes, partially offset by an increase in other revenue.

The decline in operating lease revenues totaled $2.2 million or 46%, and was primarily a result of continued run-off and dispositions of lease assets. During the nine months ended September 30, 2016, direct financing lease revenues decreased by $594 thousand or 39%, mainly due to run-off of the portfolio, as well as the sale of certain lease assets. Finally, the decrease in gains realized on sales of lease assets and early termination of notes totaled $184 thousand or 22%. Such change was mostly due to a change in the mix of assets sold.

Other revenue increased by $789 thousand or 276%, due to deferred maintenance charges on returned equipment.

Expenses

Total operating expenses for the first nine months of 2016 decreased by $1.6 million or 42%, as compared to the prior year period. The net decline in operating expenses was primarily due to decreases in depreciation expense, impairment losses on equipment, interest expense, costs reimbursed to AFS and/or affiliates, asset management fees and franchise fees and taxes, partially offset by an increase in storage fee expenses.

The decrease in depreciation expense totaled $688 thousand or 44%, and was primarily a result of run-off and dispositions of lease assets. Impairment losses on equipment declined by $345 thousand or 100%, as there was no impairment loss on equipment during the current year period. During the prior period, certain petroleum/natural gas equipment were deemed impaired for which the Company recorded fair value adjustments totaling $345 thousand. Such adjustments were based on information and/or pricing quotes from third party remarketing agents.

Interest expense declined by $215 thousand or 65%, as a result of a $4.5 million reduction in outstanding debt since September 30, 2015. Costs reimbursed to AFS and/or affiliates decreased by $197 thousand or 34%, largely due to lower costs allocated by the Manager based on the Company’s continued liquidation.

The decrease in asset management fees of $120 thousand or 36% was mainly due to lower revenue received on the Company’s lease assets. The decrease in franchise fees and taxes of $112 thousand or 100% was attributed to the timing of tax payments to various jurisdictions.

Storage fees expense increased by $77 thousand or 208%, due to an increase in the railcars held in storage facility.

Capital Resources and Liquidity

At September 30, 2016 and December 31, 2015, the Company’s cash and cash equivalents totaled $5.2 million and $4.0 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

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

20

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

Cash Flows

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2016				2015				2016				2015
Net cash provided by (used in):
Operating activities		$	1,174			$	1,383			$	4,117			$	4,412
Investing activities			3,977				1,060				6,843				3,257
Financing activities			(4,926	)			(3,386	)			(9,814	)			(9,790	)
Net decrease in cash and cash equivalents		$	225			$	(943	)		$	1,146			$	(2,121	)

The three months ended September 30, 2016 versus the three months ended September 30, 2015

During the three months ended September 30, 2016 and 2015, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts. In addition, the Company realized $3.3 million and $341 thousand of proceeds from the sale or disposition of equipment and early termination of certain notes during the respective three months ended September 30, 2016 and 2015.

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 amounted to $3.8 million and $2.3 million for the three months ended September 30, 2016 and 2015, respectively, while total debt repaid amounted to $1.2 million and $1.1 million for the three months ended September 30, 2016 and 2015, respectively. In addition, cash was also used to pay invoices related to management fees and expenses, and other payables.

The nine months ended September 30, 2016 versus the nine months ended September 30, 2015

During the nine months ended September 30, 2016 and 2015, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts. In addition, the Company realized $4.5 million and $1.2 million of proceeds from the sale or disposition of equipment and early termination of certain notes during the respective nine months ended September 30, 2016 and 2015.

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 amounted to $6.4 million for the each of the nine months ended September 30, 2016 and 2015, while total debt repaid amounted to $3.4 million for each of the nine months ended September 30, 2016 and 2015, respectively. In addition, cash was also used to pay invoices related to management fees and expenses, and other payables.

Distributions

Beginning with the month of April 2003, the Company commenced periodic distributions based on cash flows from operations. The monthly distributions were discontinued in 2012 as the Company entered its liquidation phase. The rates and frequency of periodic distributions paid by the Fund during its liquidation phase are solely at the discretion of the Manager.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2016, there were no commitments to purchase lease assets or fund investments in notes receivable.

Off-Balance Sheet Transactions

None.

21

Recent Accounting Pronouncements

For detailed information on recent accounting pronouncements, see Note 2, Summary of significant accounting policies.

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, 2015. There have been no material changes to the Company’s critical accounting policies since December 31, 2015.

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

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

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended September 30, 2016 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.

22

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Company. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Company’s financial position or results of operations. No material legal proceedings are currently pending against the Company or against any of its assets.

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 inapplicable, and therefore have been omitted.

23

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: November 10, 2016

ATEL CAPITAL EQUIPMENT FUND X, LLC
(Registrant)

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

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