ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 20172019 AND 2016

2018

(~~in thousands)~~In Thousands Except for Units and Per Unit Data)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
   2017 2016 2017 2016
Operating activities:

Net (loss) income $ (16 ) $ 76 $ (9 ) $ (539 )
Adjustment to reconcile net (loss) income to cash (used in) provided by operating activities:

Accretion of note discount – warrants (7 ) (12 ) (30 ) (38 )
Amortization of net note origination costs 4 3 12 13
Gain on early termination of notes receivable (6 ) — (76 ) —
Gain on sales or dispositions of investment in securities (98 ) (218 ) (99 ) (218 )
(Reversal of) provision for credit losses (24 ) — (48 ) 620
Unrealized loss (gain) on fair value adjustment for warrants 86 (2 ) 59 17
Changes in operating assets and liabilities:

Accounts receivable — 12 7 (24 )
Due from affiliates 11 80 13 207
Prepaid expenses and other assets (1 ) 100 (3 ) (3 )
Accounts payable, Managing Member — (1 ) — (2 )
Accounts payable, other — — (3 ) 1
Unearned fee income related to notes receivable (5 ) 4 (18 ) (11 )
Net cash (used in) provided by operating activities (56 ) 42 (195 ) 23
Investing activities:

Advance payments — — (56 ) (18 )
Purchase of securities — — — (192 )
Proceeds from early termination of notes receivable 91 — 221 —
Proceeds from sales or dispositions of investment in securities — 356 1 356
Payments of note origination costs (9 ) (2 ) (9 ) (5 )
Note receivable and warrants advances (60 ) (800 ) (60 ) (1,013 )
Principal payments received on notes receivable 443 823 1,777 2,527
Net cash provided by investing activities 465 377 1,874 1,655
Financing activities:

Distributions to Other Members (445 ) (445 ) (1,333 ) (1,336 )
Distributions to Managing Member (49 ) (50 ) (159 ) (149 )
Repurchase of Units — — (18 ) —
Net cash used in financing activities (494 ) (495 ) (1,510 ) (1,485 )
Net (decrease) increase in cash and cash equivalents (85 ) (76 ) 169 193
Cash and cash equivalents at beginning of period 2,114 3,287 1,860 3,018
Cash and cash equivalents at end of period $ 2,029 $ 3,211 $ 2,029 $ 3,211
Supplemental disclosures of cash flow information:

Cash paid during the period for taxes $ — $ — $ 3 $ 3
Schedule of non-cash investing and financing transactions:

Distributions payable to Other Members at period-end $ 249 $ 251 $ 249 $ 251
Distributions payable to Managing Member at period-end $ 28 $ 28 $ 28 $ 28


	Three Months Ended September 30, 2019
	Other Members			Managing
	Units	Amount		Member		Total
Balance June 30, 2019	1,612,396	$	2,099	$	—	$	2,099
Distributions to Other Members ($0.27 per unit)	—		(443)		—		(443)
Distributions to Managing Member	—		—		(28)		(28)
Net (loss) income	—		(106)		28		(78)
Balance September 30, 2019	1,612,396	$	1,550	$	—	$	1,550

	Nine Months Ended September 30, 2019
	Other Members			Managing
	Units	Amount		Member		Total
Balance December 31, 2018	1,612,396	$	2,973	$	—	$	2,973
Distributions to Other Members ($0.83 per unit)	—		(1,331)		—		(1,331)
Distributions to Managing Member	—		—		(148)		(148)
Net (loss) income	—		(92)		148		56
Balance September 30, 2019	1,612,396	$	1,550	$	—	$	1,550

	Three Months Ended September 30, 2018
	Other Members			Managing
	Units	Amount		Member		Total
Balance June 30, 2018	1,612,396	$	4,172	$	—	$	4,172
Distributions to Other Members ($0.34 per unit)	—		(541)		—		(541)
Distributions to Managing Member	—		—		(61)		(61)
Net (loss) income	—		(61)		61		—
Balance September 30, 2018	1,612,396	$	3,570	$	—	$	3,570

	Nine Months Ended September 30, 2018
	Other Members			Managing
	Units	Amount		Member		Total
Balance December 31, 2017	1,612,396	$	4,870	$	—	$	4,870
Distributions to Other Members ($0.82 per unit)	—		(1,328)		—		(1,328)
Distributions to Managing Member	—		—		(148)		(148)
Net income	—		28		148		176
Balance September 30, 2018	1,612,396	$	3,570	$	—	$	3,570

See accompanying notes.

~~TABLE OF CONTENTS~~

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2019 AND 2018
(In Thousands)
(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,


2019

2018

2019

2018
Operating activities:








Net (loss) income

$
(78)

$
—

$
56

$
176
Adjustment to reconcile net (loss) income to cash provided by (used in) operating activities:





Accretion of note discount - warrants

(11)

(10)

(40)

(34)
Amortization of net note origination costs

4

5

4

22
Gain on early termination of notes receivable

(3)

—

(55)

—
Gain on sales or dispositions of investment in securities

—

—

(161)

—
Provision for (reversal of) credit losses

—

—

27

(33)
Unrealized loss (gain) on fair value adjustment for warrants

2

1

37

(18)
Unrealized loss (gain) on fair value adjustment for investment in securities

30

33

26

(65)
Changes in operating assets and liabilities:

Accounts receivable

—

(4)

—

9
Due from Managing Member and affiliates

92

55

34

55
Prepaid expenses and other assets

(1)

(19)

2

(25)
Due to Managing Member and affiliates

34

37

12

70
Accounts payable, other

10

(15)

11

—
Unearned fee income related to notes receivable

(1)

(1)

(3)

(5)
Net cash provided by (used in) operating activities

78

82

(50)

152

Investing activities:








Advance payments

—

—

—

(64)
Purchase of securities

(27)

—

(27)

—
Proceeds from early termination of notes receivable

81

—

554

—
Proceeds from sales or disposition of investment in securities

—

—

161

—
Payments of note origination costs

—

(2)

—

(4)
Notes receivable advances

—

—

(26)

(1,016)
Principal payments received on notes receivable

271

424

1,007

1,412
Net cash provided by investing activities

325

422

1,669

328

Financing activities:








Distributions to Other Members

(443)

(541)

(1,331)

(1,328)
Distributions to Managing Member

(71)

(61)

(169)

(148)
Net cash used in financing activities

(514)

(602)

(1,500)

(1,476)

Net (decrease) increase in cash and cash equivalents

(111)

(98)

119

(996)
Cash and cash equivalents at beginning of period

444

357

214

1,255
Cash and cash equivalents at end of period

$
333

$
259

$
333

$
259

Schedule of non-cash investing and financing transactions:







Distributions payable to Other Members at period-end

$
249

$
249

$
249

$
249
Distributions payable to Managing Member at period-end

$
28

$
28

$
28

$
28
Conversion of warrants to equity securities

$
—

$
—

$
140

$
—
See accompanying notes.

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Growth Capital Fund 8, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on December 8, 2011 for the purpose of providing financing for the acquisition of equipment and other goods and services used by emerging growth companies and established privately held companies without publicly traded securities, and for providing other forms of financing for, and to acquire equity interests and warrants and rights to purchase equity interests in such companies. The Fund may continue until it is terminated in accordance with the ATEL Growth Capital Fund 8, LLC limited liability company operating agreement dated December 13, 2011 (the “Operating Agreement”). The Managing Member of the Company is AGC Managing Member, LLC (the “Managing Member” or “Manager”), the renamed AGC 8 Managing Member, LLC which was formed in December 2011 as a Nevada limited liability company. Such name change is the result of an amendment to the articles of incorporation filed with the State of Nevada effective March 18, 2014. Contributions in the amount of $500 were received as of December 31, 2011, which represented the initial Member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.

The offering was terminated on August 20, 2014. Through September 30, ~~2017,~~2019, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of September 30, ~~2017,~~2019, a total of ~~1,615,096~~1,612,396 Units were issued and outstanding.

Prior to the termination of its offering, the Fund, or Managing Member on behalf of the Fund, incurred costs in connection with the organization, registration and issuance of the Units. The amount of such costs borne by the Fund was limited by certain provisions of the Operating Agreement.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form ~~10-K~~10‑K for the year ended December 31, ~~2016,~~2018, 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~~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, ~~2017~~2019 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 financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, ~~2017,~~2019, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments ~~thereto.~~thereto.

~~TABLE OF CONTENTS~~

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments such as U.S. Treasury instruments with original and/or purchased maturities of ~~Significant Accounting Policies: - (continued)~~

ninety days or less.
Use of estimates:

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

Segment reporting:

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

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

Accounts Receivable

Allowance for Doubtful Accounts:

Accounts receivable represent the amounts billed under 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 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 note payments outstanding less than 90 days. Based upon management’s judgment, such notes may be placed in non-accrual status. 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. All payments received on amounts billed under notes receivable are applied only against outstanding principal balances.

Valuation Adjustments

Adjustments:

In addition to the allowance established for delinquent accounts receivable, the total allowance also includes probable impairment charges on notes receivable.

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.

~~TABLE OF CONTENTS~~

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Investment in securities:

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

Purchased securities

Purchased securities ~~(primarily preferred stocks)~~

The Company’s purchased securities registered for public sale with readily determinable fair values are ~~generally~~measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s purchased securities not registered for public sale that do not have readily determinable fair values are measured at cost minus impairment, 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.~~for changes in observable prices. 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. As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, investments in equity securities totaled ~~$521~~$423 thousand ~~for both periods. There were no sales or dispositions of securities during~~and $281 thousand, respectively. During the three months ended September 30, 2019 and 2018, the Company recorded $30 thousand and $33 thousand of unrealized losses on investment in securities, respectively. During the nine months ended September 30, ~~2017. In comparison,~~2019 and 2018, the ~~realized~~Company recorded unrealized losses of $26 thousand and unrealized gains of $65 thousand on investments in securities, respectively. The Company also recorded $161 thousand of gains on ~~the sale~~sales or disposition of investment in securities ~~totaled $218 thousand~~ during ~~both~~the nine months ended September 30, 2019. There were no gains or loss on sales or dispositions of investments in securities for the three ~~and nine~~ months ended September 30, ~~2016.~~2019 and 2018.

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. At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Managing Member estimated the fair value of warrants to be ~~$422~~$384 thousand and ~~$481~~$561 thousand, respectively. During the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company recorded an unrealized ~~loss of $86 thousand and an unrealized gain~~losses of $2 thousand and $1 thousand on ~~the fair valuation of its warrants, respectively.~~warrants. During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company recorded unrealized losses of ~~$59~~$37 thousand and ~~$17~~unrealized gains of $18 thousand, respectively, on the fair valuation of its warrants. ~~The Company also realized $98 thousand and $99 thousand related to the~~In addition, there was a net exercise of ~~certain~~ warrants in exchange for equity securities of $140 thousand in the first quarter of 2019. No exercises of any kind occurred during the ~~three and nine month periods ended September 30, 2017, respectively. There were no exercises of warrants during the three and nine months ended September 30, 2016. See Note 8 for further discussion.~~comparative prior year period.

Credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, notes receivable and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the ~~Funds’~~Fund’s cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable represent amounts due from various industries.

Per Unit data:

The Company issues only one class of Units, none of which are considered dilutive. Net income ~~(loss)~~ per Unit is based upon the weighted average number of Other Members Units outstanding during the period.

~~TABLE OF CONTENTS~~

Table of Contents

ATEL GROWTH CAPITAL FUND 8, 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.

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 and third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in notes receivable and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.

Recent accounting pronouncements:

In ~~August~~June 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. The adoption of ASU 2016-15 by the Company is not expected to have a material effect on its financial statements.

~~In June 2016, the FASB~~(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 contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019,

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

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 expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

In ~~January 2016,~~November 2018, the FASB issued Accounting Standards Update ~~2016-01,~~2018-19, Codification Improvements to Topic 326, Financial Instruments — ~~Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~Credit Losses (“ASU ~~2016-01”~~2018-19”). The new standard ~~provides guidance related~~clarifies certain aspects of the new current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to ~~accounting for equity investments~~our note receivables and ~~financial liabilities under~~direct financing leases, if any. The effective date and transition requirements in this Update are the ~~fair value option,~~same as the effective dates and ~~the presentation and disclosure~~transition requirements ~~for financial instruments. ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes~~ in ~~fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values~~Update 2016-13, as amended by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value thatthis Update, which is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and (v) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years beginning after December 15, ~~2017,~~2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard ~~and its operational~~on the financial statements and related disclosure requirements. The Company’s implementation efforts include the identification of equity securities within the scope of the guidance, the evaluation of the measurement alternative available for equity securities without a readily determinable fair value, and the related impact to accounting policies, presentation and disclosures.

In ~~May 2014,~~August 2018, the FASB issued Accounting Standards Update ~~2014-09, Revenue from Contracts with Customers~~2018-13, Fair Value Measurement (“ASU ~~2014-09”~~2018-13”), which amends the ~~existing accounting standards~~disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for ~~revenue recognition. ASU 2014-09~~fair value measurements by removing, modifying or adding certain disclosures. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is ~~based~~permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. Management is currently evaluating the impact of this standard on ~~principles that govern~~ the ~~recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers.~~ financial statements and related disclosure requirements.

On ~~July 9, 2015,~~August 15, 2019, the FASB ~~approved the deferral of~~issued a proposed ASU that would grant private companies, not-for-profit organizations, and certain small public companies additional time to implement FASB standards on CECL. The proposed ASU defers 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~~CECL to fiscal periods beginning after December 15, ~~2017,~~2022, 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.~~those fiscal years. 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 expects to adopt the Standards Update. A preliminary evaluation of the impact of such adoptionASU was approved on the financial statements of the Fund indicates that such impact is non-material as the new revenue guideline does not affect revenues from leases and loans, which comprise the majority of the Company’s revenues. Management expects that accounting policies will not materially change since the principles of revenue recognition from the standard are largely consistent with existing guidance and current practices applied by the Company.October 16, 2019.

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. As of September 30, ~~2017,~~2019, the original terms of the notes receivable are from 1224 to 84 months and bear interest at implicit or stated rates ranging from ~~4.29%~~11.37% to ~~18.06%~~18.00% per annum. The notes are secured by the equipment financed and have maturity dates ranging from ~~2018~~2019 through ~~2020.~~2021. At September 30, 2019, the Company had no notes receivable on non-accrual status.

As of September 30, ~~2017 and December 31, 2016, four (Notes A and C) and seven (Notes A, B and C) of~~2019, the ~~Company’s notes receivable were on non-accrual status, respectively. Details are as follows, in thousands, except for the number of notes receivable and the annual interest rate:~~

Notes receivable A
   Non-accrual
   September 30,
2017 December 31,
2016
Number of notes 3 3
Net investment value $ 58 $ 133
Annual interest rate 18.00 % 18.00 %
Fair value adjustments $ 58 $ 106
Fair value amount $ — $ 27
Interest income not recorded relative to original terms $        16 $        16


~~Date~~		~~Notes A modification~~
~~December 1, 2014~~		~~Notes placed on non-accrual status.~~
~~January 1, 2015~~		~~Defer payment of principal, interest-only payments at their original rates through June 30, 2015.~~
		~~Payments will be adjusted so ultimate amounts paid will reflect interest earned at 18% per annum related to the entire term from the original funding date.~~
~~1st quarter 2015~~		~~Impairment totaling $51 thousand was recorded.~~
~~3rd quarter 2015~~		~~Impairment totaling $46 thousand was recorded.~~
~~4th quarter 2015~~		~~Extend interest only payments through June 30, 2016.~~
		~~Entire balance on the notes due on July 1, 2016.~~
~~1st quarter 2016~~		~~Impairment totaling $9 thousand was recorded.~~
~~3rd quarter 2016~~		~~Extend interest only payments through January 1, 2017.~~
~~1st quarter 2017~~		~~Extend payment schedule through January 1, 2020.~~
		~~Notes mature on January 1, 2020.~~

Notes receivable B
   Non-accrual
   December 31,
2016
Number of notes           3
Net investment value $ 668
Annual interest rate 14.40 %
Fair value adjustments $ 611
Fair value amount $ 57
Interest income not recorded relative to original terms $ 96

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net: - (continued)


~~Date~~		~~Notes B modification~~
~~February 1, 2016~~		~~Defer payment of principal, interest-only payments at their original rates.~~
~~2nd quarter 2016~~		~~Impairment totaling $611 thousand was recorded.~~
~~3rd quarter 2016~~		Defer payment of principal, interest-only payments at their original rates with through January 1, 2017 with an increase to the final balloon payment original maturity dates ranging from April to June 2018 remain.
~~January 1, 2017~~		~~Payments reverted back to their original rates.~~
~~February 22, 2017~~		~~Notes terminated upon the receipt of proceeds from the disposal of underlying collateral totaling $130 thousand resulting in a net loss of $406 thousand.~~

Note receivable C
   Non-accrual Non-accrual
   September 30,
2017 December 31,
2016
Number of notes 1 1
Net investment value $ 28 $ 53
Annual interest rate 15.88 % 15.88 %
Fair value adjustments $ — $ —
Fair value amount $ 28 $ 53
Interest income not recorded relative to original terms $         7 $         2


~~Date~~		~~Note C modification~~
~~November 1, 2016~~		~~Note placed on non-accrual status.~~

~~As of September 30, 2017, the~~future minimum ~~future~~ payments receivable are as follows (in thousands):


Three months ending December 31, 2019	$	262
Year ending December 31, 2020		421
2021		155
		838
Less: portion representing unearned interest income, net		(83)
		755
Unamortized discount on warrants received		(37)
Unamortized initial direct costs		1
Notes receivable, net	$	719

Three months ending December 31, 2017
$ 530
Year ending 2018
1,739
2019
1,025
2020
57
3,351
Less: portion representing unearned interest income, net (576 )
Less: allowance for credit losses (58 )
Notes receivable, net $ 2,717

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

4. Allowance for credit losses:

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

Valuation
Adjustments –
Notes Receivable
Balance December 31, 2015 $ 97
Provision for credit losses 620
Balance December 31, 2016 717
Note receivable disposal (611 )
Reversal of provision for credit losses (48 )
Balance September 30, 2017 $ 58


	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2017	$	33
Reversal of provision for credit losses		(33)
Balance September 30, 2018	$	—

	Valuation Adjustments -
	Notes Receivable
Balance December 31, 2018	$	133
Provision for credit losses		27
Write-off		(160)
Balance September 30, 2019	$	—

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

The Company’s allowance for credit losses and its recorded investment in notes receivable ~~as of~~at September 30, ~~2017~~2019 and December 31, ~~2016 were~~2018 are as follows (in thousands):


	Notes
September 30, 2019	Receivable
Allowance for credit losses:
Ending balance	$	—
Ending balance: individually evaluated for impairment	$	—
Ending balance: collectively evaluated for impairment	$	—

Notes receivables:
Ending balance	$	755
Ending balance: individually evaluated for impairment	$	755
Ending balance: collectively evaluated for impairment	$	—


	Notes
December 31, 2018	Receivable
Allowance for credit losses:
Ending balance	$	133
Ending balance: individually evaluated for impairment	$	133
Ending balance: collectively evaluated for impairment	$	—

Notes receivables:
Ending balance	$	2,321
Ending balance: individually evaluated for impairment	$	2,321
Ending balance: collectively evaluated for impairment	$	—

September 30, 2017 Notes Receivable
Allowance for credit losses:

Ending balance $     58
Ending balance: individually evaluated for impairment $ 58
Ending balance: collectively evaluated for impairment $ —
Financing receivables:

Ending balance $ 2,775
Ending balance: individually evaluated for impairment $ 2,775
Ending balance: collectively evaluated for impairment $ —

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

December 31, 2016 Notes
Receivable
Allowance for credit losses:

Ending balance $     717
Ending balance: individually evaluated for impairment $ 717
Ending balance: collectively evaluated for impairment $ —
Financing receivables:

Ending balance $ 5,147
Ending balance: individually evaluated for impairment $ 5,147
Ending balance: collectively evaluated for impairment $ —

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

Pass —– Any account whose debtor, co-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.

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

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

At September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company’s notes receivables by credit quality indicator and by class of ~~financing~~notes receivables (excluding unamortized discount on warrant and unamortized initial direct costs) are as follows (in thousands):


	Notes Receivable				Notes Receivable
	September 30, 2017		December 31, 2016		September 30, 2019		December 31, 2018
Pass	$	2,691	$	4,293	$	755	$	2,188
Special mention		84		53		—		—
Substandard		—		133		—		—
Doubtful		—		668		—		133
Total	$	2,775	$	5,147	$	755	$	2,321

As of September 30, ~~2017 and~~2019, there is no impaired investment in notes receivable. As of December 31, ~~2016, the Company’s~~2018, impaired ~~loans were~~investments in notes receivable are as follows (in thousands):


	Impaired Loans										Impaired Investment in Notes Receivables
September 30, 2017	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
													Unpaid				Average		Interest
											Recorded		Principal		Related		Recorded		Income
December 31, 2018											Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		58		58		58		82		—		133		133		133		133		—
Total	$	58	$	58	$	58	$	82	$	—	$	133	$	133	$	133	$	133	$	—

Impaired Loans
December 31, 2016 Recorded
Investment Unpaid
Principal
Balance Related
Allowance Average
Recorded
Investment Interest
Income
Recognized
With no related allowance recorded

Notes receivable $      — $      — $      — $      — $      —
With an allowance recorded

Notes receivable 801 809 717 833 —
Total $ 801 $ 809 $ 717 $ 833 $ —

~~TABLE OF CONTENTS~~

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

As of September 30, ~~2017 and December 31, 2016,~~2019, investment in ~~financing~~notes receivables is aged as follows (in thousands):


													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Notes		Days and
September 30, 2019	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	755	$	755	$	—

September 30, 2017 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 $ — $ — $ — $ — $ 2,775 $ 2,775 $ —
Total $ — $ — $ — $ — $ 2,775 $ 2,775 $ —


													Recorded
					Greater						Total		Investment>90
	31‑60 Days		61‑90 Days		Than 90		Total				Notes		Days and
December 31, 2018	Past Due		Past Due		Days		Past Due		Current		Receivables		Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	2,321	$	2,321	$	—

December 31, 2016 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 $ — $ — $ — $ — $ 5,147 $ 5,147 $ —
Total $ — $ — $ — $ — $ 5,147 $ 5,147 $ —

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had ~~four and seven~~no notes receivable ~~respectively, which were~~ on non-accrual ~~status (See Note 3 for details).~~status.

5. Related party transactions:

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

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

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

During the three and nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Managing Member and/or affiliates earned commissions and 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,
   2017 2016 2017 2016
Administrative costs reimbursed to Managing Member and/or affiliates $    60 $    63 $    195 $    178
Asset management fees to Managing Member 11 19 43 59
Acquisition costs and note origination fees paid to Managing Member 56 165 161 206
   $ 127 $ 247 $ 399 $ 443


	Three Months Ended				Nine Months Ended
		September 30,			September 30,
	2019		2018		2019		2018
Administrative costs reimbursed to Managing Member and/or affiliates	$	30	$	19	$	104	$	95
Asset management fees to Managing Member		6		13		24		38
Acquisition costs and note origination fees paid to Managing Member		—		4		—		39
	$	36	$	36	$	128	$	172

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Commitments:

Commitments:

At September 30, ~~2017,~~2019, there were commitments to fund investments in notes receivable totaling ~~$3.3 million.~~$750 thousand. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

7. Members’ Capital:

A total of ~~1,615,096 and 1,618,296~~1,612,396 Units were issued and outstanding as of September 30, ~~2017~~2019 and December 31, ~~2016, respectively.~~2018. The Fund is authorized to issue up to 7,500,000 Units in addition to the Units issued to the initial ~~Member~~member (50 Units).

Distributions to the Other Members for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 are as follows (in thousands, except ~~as to~~for Units and per Unit data):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Distributions declared	$	443	$	541	$	1,331	$	1,328
Weighted average number of Units outstanding		1,612,396		1,612,396		1,612,396		1,612,396
Weighted average distributions per Unit	$	0.27	$	0.34	$	0.83	$	0.82

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Distributions declared $ 444 $ 446 $ 1,332 $ 1,336
Weighted average number of Units outstanding 1,615,096 1,618,296 1,615,901 1,618,296
Weighted average distributions per Unit $ 0.27 $ 0.28 $ 0.82 $ 0.83

8. Fair value measurements:

Under applicable accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

At September 30, ~~2017~~2019 and December 31, ~~2016, only~~2018, the Company’s warrants and investment securities were measured on a recurring basis.

During the three and nine months ended September 30, 2017, no non-recurring adjustments were recorded to write down the fair values of certain notes receivable. During the year ended December 31, 2016, the Company recorded non-recurring fair value adjustments to reduce the cost basis of certain impaired notes receivable.

The measurement methodology is as follows:

Warrants (recurring)

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period. The valuation of the warrants was determined using a Black-Scholes formulation of value based upon the ~~stock price(s), the exercise price(s), the~~ volatility of ~~comparable venture~~respective similar publicly traded companies, ~~time to maturity, and~~ a risk free interest rate, ~~for the term(s)~~time to maturity, stock prices, exercise prices and number of ~~the warrant exercise(s).~~warrants.

As of September 30, ~~2017~~2019 and ~~December 31, 2016,~~2018, the calculated fair value of the Fund’s warrant portfolio totaled ~~$422~~$384 thousand and ~~$481~~$541 thousand, respectively. Such valuation is classified within Level 3 of the valuation hierarchy.

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Fair value measurements: - (continued)

The fair value of warrants that were accounted for on a recurring basis as of the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 and classified as ~~level~~Level 3 are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Fair value of warrants at beginning of period	$	386	$	542	$	561	$	489
Fair value of new warrants, recorded during the period (included as a discount on notes receivable)		—		—		—		34
Warrants converted to securities		—		—		(140)		—
Unrealized gain (loss) on fair value adjustment for warrants		(2)		(1)		(37)		18
Fair value of warrants at end of period	$	384	$	541	$	384	$	541

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Fair value of warrants at beginning of period $ 508 $ 703 $ 481 $ 722
Fair value of new warrants, recorded during the year (included as a discount on notes receivable) — 31 — 31
Unrealized (loss) gain on fair value adjustment for warrants (86 ) 2 (59 ) (17 )
Fair value of warrants at end of period $ 422 $ 736 $ 422 $ 736

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Impaired notes receivable (non-recurring)

The fair value of the Company’s notes receivable, when impairment adjustments are required, is estimated using either third party appraisals or estimations of the value of collateral (for collateral dependent loans). or discounted cash flow analyses (by discounting estimated future cash flows) using the effective interest rate contained in the terms of the original loan.

During the ~~three and~~ nine months ended September 30, ~~2017~~2019, the Company ~~did not record any fair value adjustments. During the year ended December 31, 2016, the Company had~~ recorded fair value adjustments totaling ~~$620~~$27 thousand ~~relative to six~~for impaired notes. In contrast, the Company reversed $33,000 of credit losses during the prior year nine month period as delinquent notes receivable previously reserved for were recovered. There were no adjustments for the three months ended September 30, 2019 and 2018.

The fair value adjustments recorded in both years were non-recurring and were based upon an estimated valuation of underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired notes receivable is classified within Level 3 of the valuation hierarchy. The valuation utilizes a market approach technique and uses inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the underlying collateral.

The following table presents the fair value measurement of impaired assets measured at fair value on a non-recurring basis and the level within the hierarchy in which the fair value measurements fall at December 31, 2016 (in thousands):

December 31,
2016 Level 1
Estimated
Fair Value Level 2
Estimated
Fair Value Level 3
Estimated
Fair Value
Impaired notes receivable $ 84 $ — $ — $ 84

The following tables summarize the valuation techniques and significant unobservable inputs used for the Company’s recurring and non-recurring fair value calculation categorized as Level 3 in the fair value hierarchy at September 30, ~~2017~~2019 and December 31, ~~2016:~~

2018:

September 30, ~~2017~~2019

~~Name~~

Valuation
~~Frequency~~

Valuation ~~Technique~~

Unobservable ~~Inputs~~

Range of
~~Input Values~~

~~Warrants~~

Name

Frequency

~~Recurring~~

Technique

Inputs

~~Black-Scholes formulation~~

~~Stock price~~

~~$0.00 – $14.75~~

Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

~~Exercise price~~

$~~0.01 – $25.76~~

0.11 - $14.50

Exercise price

$0.02 - $38.64

Time to maturity (in years)

~~3.24 – 14.20~~

1.24 - 12.20

Risk-free interest rate

~~1.66% – 2.46%~~

1.55% - 1.74%

Annualized volatility

32.54% - 114.48%

Warrant

~~35.12% – 99.85%~~

Recurring

Market valuation

Stock price

$0.10

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Fair value measurements: - (continued)

December 31, ~~2016~~2018

~~Name~~

Valuation
~~Frequency~~

Valuation ~~Technique~~

Unobservable ~~Inputs~~

Range of ~~Input Values~~

~~Warrants~~

Name

Frequency

~~Recurring~~

Technique

Inputs

~~Black-Scholes formulation~~

~~Stock price~~

~~$0.00 – $14.75~~

Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

~~Exercise price~~

$~~0.19 – $25.76~~

0.00 - $14.50

Exercise price

$0.21 - $38.64

Time to maturity (in years)

~~3.99 – 14.95~~

1.99 - 13.88

Risk-free interest rate

~~1.70% – 2.62%~~

2.48% - 2.76%

Annualized volatility

~~34.86% – 108.99%~~

~~Notes Receivable~~

~~Non-recurring~~

~~Market Approach~~

~~Third Party Agents’ estimate of the value of collateral~~

~~$0 – $121,376~~

~~Condition of collateral (equipment)~~

~~Poor to Average~~

23.58% - 292.35%

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.

Table of Contents

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Cash and cash equivalents

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

Notes receivable

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

Investment in securities

(recurring)

The Company’s investment securities ~~are not~~ registered for public sale ~~and~~with readily determinable fair values are ~~carried~~measured at ~~cost which management believes approximates~~ fair value with any changes in fair value recognized in the Company’s results of operations.

The 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.

The fair value of investment securities that were accounted for on a recurring basis as ~~appropriately adjusted for impairment.~~of the three and nine months ended September 30, 2019 and 2018 and classified as Level 1 are as follows (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2019		2018			2019	2018
Fair value of investment in securities at beginning of period	$	86	$	176	$	117	$	92
Unrealized gain (loss) on fair market valuation of securities		(30)		(33)		(61)		51
Fair value of investment in securities at end of period	$	56	$	143	$	56	$	143

~~TABLE OF CONTENTS~~

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Fair value measurements: - (continued)

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 September 30, ~~2017~~2019 and December 31, ~~2016~~2018 (in thousands):


	September 30, 2019
	Carrying
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	333	$	333	$	—	$	—	$	333
Notes receivable, net		719		—		—		746		746
Investment in securities		56		56		—		—		56
Warrants		384		—		—		384		384


											December 31, 2018
	September 30, 2017										Carrying
	Carrying Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,029	$	2,029	$	—	$	—	$	2,029	$	214	$	214	$	—	$	—	$	214
Notes receivable, net		2,717		—		—		2,707		2,707		2,188		—		—		2,266		2,266
Investment in securities		521		—		—		521		521		117		117		—		—		117
Warrants		422		—		—		422		422		561		—		—		561		561

December 31, 2016
   Carrying
Amount Level 1 Level 2 Level 3 Total
Financial assets:

Cash and cash equivalents $     1,860 $     1,860 $     — $     — $     1,860
Notes receivable, net 4,430 — — 4,416 4,416
Investment in securities 521 — — 521 521
Warrants 481 — — 481 481

~~TABLE OF CONTENTS~~

Table of Contents

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form ~~10-Q,~~10‑Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, changes in general economic conditions, including significant rates of inflation and fluctuations in interest rates may result in reduced returns on invested capital. The Company’s performance is subject to risks relating to borrower defaults and the creditworthiness of its borrowers. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form ~~10-Q.~~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~~10‑Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

Through September 30, ~~2017,~~2019, cumulative contributions, net of rescissions and related distributions paid, totaling $16.2 million (inclusive of the $500 initial Member’s capital investment) have been received. As of September 30, ~~2017,~~2019, a total of ~~1,615,096~~1,612,396 Units were issued and outstanding.

Results of Operations

The three months ended September 30, 2017 versus the three months ended September 30, 2016

The ~~Company~~Fund had a net loss of ~~$16~~$78 thousand and net income of ~~$76~~$56 thousand for the respective three and nine months ended September 30, ~~2017 and 2016. The results~~2019.

Total net revenues were $32 thousand for the ~~third~~ quarter to date and $401 thousand year to date. Revenues were comprised of ~~2017 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 2017 decreased by $226 thousand, or 64%, as compared to the prior year period. Such decrease was largely due to a $120 thousand, or 55%, decrease~~interest income on ~~the~~notes receivables, gain on sales or dispositions of investment in ~~securities; an $88 thousand unfavorable change on the~~securities and net adjustments recorded to reflect fair ~~value adjustment for warrants;~~values of warrants and ~~a $24 thousand, or 19%, decrease in interest~~investment securities. Interest income on notes receivables ~~including accretion of net note origination costs and discounts, due to the scheduled run-off of the portfolio.~~

Expenses

Total expenses for the third quarter ended September 30, 2017 decreased by $134 thousand, or 48%, as compared to the prior year period. The net decrease in total expenses was largely due to a $116 thousand, or 71%, decrease in acquisition expenses primarily attributable to the decrease in the period over period venture funding activity; and a $24 thousand reversal on the provision for credit losses, due to the cash received on notes receivable; offset in part, by a $13 thousand, or more than 6 times, increase in outside services, indicative of additional efforts required to comply with certain regulatory requirements.

The nine months ended September 30, 2017 versus the nine months ended September 30, 2016

~~The Company had net losses of $9~~were $60 thousand and ~~$539~~$245 thousand for the respective three and nine month periods ended September 30, ~~2017 and 2016. The results for the nine months ending September 30, 2017 reflect decreases in both total revenues and total operating expenses when compared to the prior year period.~~

Revenues

~~Total revenues for the nine months~~2019; there were also $161 thousand of ~~2017 decreased by $151 thousand, or 23%, as compared to the prior year period. Such decrease was largely due to a $119 thousand, or 55% decrease on the gain~~gains on sales or dispositions of investment in ~~securities; a $63 thousand, or 15%, decrease in interest income on notes~~

~~TABLE OF CONTENTS~~

~~receivables, including accretion of net note origination costs and discounts, due~~securities during the year to ~~the scheduled run-off of the portfolio; and a $42 thousand unfavorable change~~date 2019 period. The fund is on the precipice of entering its liquidating stage where notes receivable are increasingly nearing maturity and new loans are not placed to generate future income. With respect to net adjustments recorded to reflect fair values of warrants, net unrealized loss adjustments of $2 thousand and $37 thousand were recorded for the three and nine month periods, respectively. The Company also recorded unrealized losses of $30 thousand and $26 thousand on fair value ~~adjustment~~adjustments on investment securities for ~~warrants; offset, in part, by a $76 thousand increase on~~ the ~~gain on early termination of notes receivable.~~

Expenses

~~Total expenses for the~~respective three and nine months ended September 30, ~~2017 decreased by $681~~2019.

Total net operating expenses were $110 thousand ~~or 57%, as compared~~for the quarter and $345 thousand year to ~~the prior year period.~~date. The main components of such net ~~decrease in total~~operating expenses ~~was due to a $668 thousand, or 108%, decrease in the~~were provision for credit losses, ~~primarily due to management review~~professional fees and adjustment of three notes receivable in the prior year period; and a $49 thousand, or 24%, decrease in acquisition expenses primarily attributable to the decrease in the period over period venture funding activity;outside services. These were offset, in part, by the absence of acquisition expenses, which reflects a ~~$33~~reduced focus on acquisitions as the fund nears its liquidation stage. Cost reimbursements to Managing Member and/or affiliates of $30 thousand ~~or 157%, increase~~and $104 thousand were recorded for the respective three and nine month periods ended September 30, 2019. Compared to prior periods, the decline in cost reimbursements is reflective of a diminishing baseline allocation of common costs among the fund and its affiliates. Professional fees of $40 thousand and $98 thousand, and outside services ~~indicative~~ of ~~additional efforts required to comply with certain regulatory requirements.~~

Capital Resources$21 thousand and Liquidity

~~The Company’s cash~~$55 thousand for the respective three and cash equivalents totaled $2.0 million and $1.9 million at September 30, 2017 and December 31, 2016, respectively. The liquidity of the Company varies, increasing to the extent cash flows from its portfolio investments exceed expenses and decreasing as portfolio investments are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from its portfolio investments.

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

Cash Flows

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

Three Months Ended
September 30, Nine Months Ended
September 30,
   2017 2016 2017 2016
Net cash (used in) provided by:

Operating activities $ (56 ) $ 42 $ (195 ) $ 23
Investing activities 465 377 1,874 1,655
Financing activities (494 ) (495 ) (1,510 ) (1,485 )
Net (decrease) increase in cash and cash equivalents $       (85 ) $       (76 ) $       169 $       193

The threenine months ended September 30, 2017 versus2019 represent direct ATEL Growth Capital Fund 8, LLC specific core costs of preparation, printing, filing and distribution of annual Form 1065 tax and shareholder reports on Form K-1. In addition, such costs also include costs attributable to the three months ended September 30, 2016

~~During~~annual / quarterly tax preparation, valuation reports and mandated periodic regulatory filings with the ~~three months ended September 30, 2017~~Security Exchange Commission.

Table of Contents

Cash balances had a net decrease of $111 thousand for the quarter and ~~2016,~~a net increase of $119 thousand year to date. This was mainly the ~~Company’s primary source~~result of ~~liquidity was cash flow from its investments in notes receivable~~the aforementioned items of net income, and distributions to the Managing Member and to Other Members totaling $443 thousand and ~~$823 thousand, respectively. In addition,~~$1.3 million during the ~~Company realized $91 thousand~~respective quarter to date and ~~$356, of~~year to date periods.

During both quarterly and year to date periods, cash was also impacted by proceeds from the early termination of notes receivable ~~and~~and/or from sales or dispositions of ~~investment securities during the respective three months ended September 30, 2017 and 2016.~~

During the same respective periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $494 thousand and $495 thousand for the three months ended September 30, 2017 and 2016, respectively. Cash was also used to fund new investments in ~~notes receivable totaling $60 thousand and $800 thousand during the three months ended September 30, 2017 and 2016, respectively.~~

~~TABLE OF CONTENTS~~

The nine months ended September 30, 2017 versus the nine months ended September 30, 2016

During the nine months ended September 30, 2017 and 2016, the Company’s primary source of liquidity was cash flow from its investments in notes receivable of $1.8 million and $2.5 million, respectively. In addition, the Company realized $222 thousand and $356 thousand of proceedssecurities. Proceeds from the early termination of notes ~~receivable and sales or dispositions~~totaled $554 thousand for the year to date period, of ~~investment securities~~which $81 thousand was recorded during the ~~respective nine months ended September 30, 2017 and 2016.~~

During the same respective periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $1.5 million for both the nine months ended September 30, 2017 and 2016. Cash was also used to fund newcurrent quarter. Proceeds from sale of investments in ~~notes receivable and~~ securities ~~totaling $60~~totaled $161 thousand ~~and $1.2 million during~~for the ~~nine months ended September 30, 2017 and 2016, respectively.~~year to date period. There were no such proceeds for the current quarter.

Distributions

The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of November 2012. Additional distributions have been made through September 30, ~~2017.~~2019.

~~Cash distributions were paid by the Fund to Unitholders of record as of August 31, 2017, and paid through September 30, 2017.~~ The distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the ATEL Growth Capital Fund 8, LLC Prospectus dated August 20, 2012 (“Prospectus”) under “Income, Losses and Distributions — Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

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

~~TABLE OF CONTENTS~~

Table of Contents

The following table summarizes distribution activity for the Fund from inception through September 30, ~~2017~~2019 (in thousands):


														Total		Weighted
		Return of				Distribution				Total				Distribution		Average Units
Distribution Period (1)	Paid	Capital				of Income				Distribution				per Unit(2)		Outstanding(3)
Monthly and quarterly distributions
Oct 2012 - Mar 2013 (Distribution of all escrow interest)	July 2013	$	—			$	—			$	—				n/a	n/a
Nov 14, 2012 - Nov 30, 2012	Dec 2012		3				—				3			$	0.43	6,306
Dec 2012 - Nov 2013	Jan - Dec 2013		866				—				866				1.57	551,608
Dec 2013 - Nov 2014	Jan - Dec 2014		1,452				—				1,452				1.08	1,349,575
Dec 2014 - Nov 2015	Jan - Dec 2015		1,779				—				1,779				1.10	1,618,296
Dec 2015 - Nov 2016	Jan - Dec 2016		1,780				—				1,780				1.10	1,618,296
Dec 2016 - Nov 2017	Jan - Dec 2017		1,776				—				1,776				1.10	1,615,306
Dec 2017 - Nov 2018	Jan - Dec 2018		1,772				—				1,772				1.10	1,612,396
Dec 2018 - Aug 2019	Jan - Sept 2019		1,331				—				1,331				0.83	1,612,396
		$	10,759			$	—			$	10,759			$	8.31

Source of distributions
Lease and loan payments/payoffs		$	10,759	100.00	%	$	—	0.00	%	$	10,759	100.00	%
Interest income			—	0.00	%		—	0.00	%		—	0.00	%
		$	10,759	100.00	%	$	—	0.00	%	$	10,759	100.00	%

Distribution Period⁽¹⁾ Paid Return of
Capital Distribution
of Income Total Distribution Total Distribution per Unit⁽²⁾ Weighted
Average Units
Outstanding⁽³⁾
Monthly and quarterly distributions

Oct 2012 – Mar 2013
(Distribution of all escrow interest) July 2013 $     —    $     —    $     —    n/a n/a
Nov 14, 2012 – Nov 30, 2012 Dec 2012 3    —    3    $ 0.43 6,306
Dec 2012 – Nov 2013 Jan – Dec 2013 866    —    866    1.57 551,608
Dec 2013 – Nov 2014 Jan – Dec 2014 1,452    —    1,452    1.08 1,349,575
Dec 2014 – Nov 2015 Jan – Dec 2015 1,779    —    1,779    1.10 1,618,296
Dec 2015 – Nov 2016 Jan – Dec 2016 1,780    —    1,780    1.10 1,618,296
Dec 2016 – Aug 2017 Jan – Sep 2017 1,333 — 1,333 0.82 1,616,261
   $ 7,213 $ — $ 7,213 $ 6.10
Source of distributions

Lease and loan payments/payoffs    $ 7,213 100.00 % $ — 0.00 % $ 7,213 100.00 %
Interest income — 0.00 % — 0.00 % — 0.00 %
   $ 7,213 100.00 % $ — 0.00 % $ 7,213 100.00 %

(1)

Investors may elect to receive their distributions either monthly or ~~quarterly. See “Timing~~quarterly (See "Timing and Method of ~~Distributions”~~Distributions" on Page 46 of the ~~Prospectus.~~Prospectus).

(2)

Total distributions per Unit represents the per Unit ~~distributions~~distribution rate for those units which were outstanding for all of the applicable period.

(3)

Balances shown represent weighted average units for the period from November 14 (date ~~the~~ escrow requirement was met) – November 30, 2012, December 1, 2012 – November 30, 2013, December 1, 2013 – November 30, 2014, December 1, 2014 – November 30, 2015, December 1, 2015 – November 30, 2016, ~~and~~ December 1, 2016 – November 30, 2017, December 1, 2017 – November 30, 2018, and December 1, 2018 – August 31, ~~2017,~~2019 respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

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

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Significant 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.

~~TABLE OF CONTENTS~~

The Company’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018. There have been no material changes to the Company’s significant accounting policies since December 31, ~~2016.~~2018, except as disclosed in Note 2 related to the new lease accounting guidance adopted on January 1, 2019.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The Company’s Managing Member’s Chief Executive Officer, and Executive Vice President and Chief Financial and Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) 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, the Chief Executive Officer and Executive Vice President and Chief Financial and Operating Officer concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, who is responsible for providing the Company with financial statements in accordance with generally accepted accounting principles in the United States. The Managing Member’s disclosure controls and procedures, as they are applicable to the Company, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78aet 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, ~~2017~~2019 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.

~~TABLE OF CONTENTS~~

Table of Contents

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.

(a)

Documents filed as a part of this report

Financial Statement Schedules

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.

~~Other Exhibits~~

Other Exhibits


31.1		Rule ~~13a-14(a)~~13a‑14(a)/~~15d-14(a)~~ 15d‑14(a) Certification of Dean L. Cash
31.2		Rule ~~13a-14(a)~~13a‑14(a)/~~15d-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~~ 101.DEF	XBRL Taxonomy Extension Definition 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~~

Table of Contents

~~TABLE OF CONTENTS~~SIGNATURES

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 ~~9, 2017~~13, 2019

ATEL GROWTH CAPITAL FUND 8, LLC
(Registrant)


		By:	AGC Managing Member, LLC
			Managing Member of Registrant

	~~By:~~

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

	~~By:~~

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

	~~By:~~

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


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

Title of each class:		Trading Symbol		Name of each exchange on which registered:
N/A		N/A		N/A


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐


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


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


Part I.	Financial Information			3

Item 1.	Financial Statements (Unaudited)			3
	Balance Sheets, September 30, ~~2017~~2019 and December 31, ~~2016~~2018			3
	Statements of Operations for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018			4
	Statements of Changes in Members’ Capital for the ~~year ended December 31, 2016~~three and ~~for the~~ nine months ended September 30, ~~2017~~2019 and 2018			5
	Statements of Cash Flows for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018			6
	Notes to the Financial Statements			7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			21	18

Item 4.	Controls and Procedures			25	21
~~Part II.~~ ~~Other Information~~			26
Part II. ~~Item 1.~~ ~~Legal Proceedings~~	Other Information		26	22

Item 1.	Legal Proceedings	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			26	22

Item 3.	Defaults Upon Senior Securities			26	22

Item 4.	Mine Safety Disclosures			26	22
~~Item 5.~~ ~~Other Information~~			26
Item 5.	Other Information	22

Item 6. ~~Exhibits~~	Exhibits		26	22


					September 30,		December 31,
	September 30, 2017		December 31, 2016		2019		2018
	(Unaudited)		(Unaudited)
ASSETS
Cash and cash equivalents	$	2,029	$	1,860	$	333	$	214
Accounts receivable		98		7
Due from Managing Member and affiliates						—		34
Notes receivable, net		2,717		4,430		719		2,188
Investment in securities		521		521		423		281
Warrants, fair value		422		481		384		561
Prepaid expenses and other assets		7		4		5		7
Total assets	$	5,794	$	7,303	$	1,864	$	3,285

LIABILITIES AND MEMBERS’ CAPITAL

Accounts payable and accrued liabilities:
Managing Member	$	28	$	39
Affiliates		13		—
Due to Managing Member and affiliates					$	54	$	63
Accrued distributions to Other Members		249		250		249		249
Other		—		3		11		—
Total liabilities		290		292		314		312

Commitments and contingencies

Members’ capital:
Managing Member		—		—		—		—
Other Members		5,504		7,011		1,550		2,973
Total Members’ capital		5,504		7,011		1,550		2,973
Total liabilities and Members’ capital	$	5,794	$	7,303	$	1,864	$	3,285


												Three Months Ended				Nine Months Ended
	Three Months Ended September 30,					Nine Months Ended September 30,						September 30,				September 30,
	2017			2016		2017			2016			2019		2018		2019		2018
Revenues:
Notes receivable interest income, including accretion of net note origination costs and discounts	$	103		$	127	$	370		$	433		$	60	$	128	$	245	$	382
Gain on early termination of notes receivable		6			—		76			—			3		—		55		—
Gain on sales or dispositions of investment in securities		98			218		99			218			—		—		161		—
Unrealized (loss) gain on fair value adjustment for investment in securities													(30)		(33)		(26)		65
Unrealized (loss) gain on fair value adjustment for warrants		(86	)		2		(59	)		(17	)		(2)		(1)		(37)		18
Other		6			6		19			22			1		2		3		12
Total revenues		127			353		505			656			32		96		401		477

Expenses:
Asset management fees to Managing Member													6		13		24		38
Acquisition expense		47			163		152			201			—		2		—		35
Cost reimbursements to affiliates		60			63		195			178			30		19		104		95
(Reversal of) provision for credit losses		(24	)		—		(48	)		620
Asset management fees to Managing Member		11			19		43			59
Provision for (reversal of) credit losses													—		—		27		(33)
Professional fees		22			20		79			80			40		29		98		65
Outside services		15			2		54			21			21		22		55		65
Taxes on income and franchise fees		—			—		2			3			—		—		1		3
Bank charges		6			5		16			14			5		5		13		15
Printing and photocopying													3		3		7		6
Other		6			5		21			19			5		3		16		12
Total expenses		143			277		514			1,195			110		96		345		301
Net (loss) income	$	(16	)	$	76	$	(9	)	$	(539	)	$	(78)	$	—	$	56	$	176

Net income (loss):
Managing Member	$	49		$	50	$	148		$	149		$	28	$	61	$	148	$	148
Other Members		(65	)		26		(157	)		(688	)		(106)		(61)		(92)		28
	$	(16	)	$	76	$	(9	)	$	(539	)	$	(78)	$	—	$	56	$	176

Net (loss) income per Limited Liability Company Unit (Other Members)	$	(0.04	)	$	0.02	$	(0.10	)	$	(0.43	)	$	(0.07)	$	(0.04)	$	(0.06)	$	0.02
Weighted average number of Units outstanding		1,615,096			1,618,296		1,615,901			1,618,296			1,612,396		1,612,396		1,612,396		1,612,396


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Operating activities:
Net (loss) income	$	(16	)	$	76		$	(9	)	$	(539	)
Adjustment to reconcile net (loss) income to cash (used in) provided by operating activities:
Accretion of note discount – warrants		(7	)		(12	)		(30	)		(38	)
Amortization of net note origination costs		4			3			12			13
Gain on early termination of notes receivable		(6	)		—			(76	)		—
Gain on sales or dispositions of investment in securities		(98	)		(218	)		(99	)		(218	)
(Reversal of) provision for credit losses		(24	)		—			(48	)		620
Unrealized loss (gain) on fair value adjustment for warrants		86			(2	)		59			17
Changes in operating assets and liabilities:
Accounts receivable		—			12			7			(24	)
Due from affiliates		11			80			13			207
Prepaid expenses and other assets		(1	)		100			(3	)		(3	)
Accounts payable, Managing Member		—			(1	)		—			(2	)
Accounts payable, other		—			—			(3	)		1
Unearned fee income related to notes receivable		(5	)		4			(18	)		(11	)
Net cash (used in) provided by operating activities		(56	)		42			(195	)		23
Investing activities:
Advance payments		—			—			(56	)		(18	)
Purchase of securities		—			—			—			(192	)
Proceeds from early termination of notes receivable		91			—			221			—
Proceeds from sales or dispositions of investment in securities		—			356			1			356
Payments of note origination costs		(9	)		(2	)		(9	)		(5	)
Note receivable and warrants advances		(60	)		(800	)		(60	)		(1,013	)
Principal payments received on notes receivable		443			823			1,777			2,527
Net cash provided by investing activities		465			377			1,874			1,655
Financing activities:
Distributions to Other Members		(445	)		(445	)		(1,333	)		(1,336	)
Distributions to Managing Member		(49	)		(50	)		(159	)		(149	)
Repurchase of Units		—			—			(18	)		—
Net cash used in financing activities		(494	)		(495	)		(1,510	)		(1,485	)
Net (decrease) increase in cash and cash equivalents		(85	)		(76	)		169			193
Cash and cash equivalents at beginning of period		2,114			3,287			1,860			3,018
Cash and cash equivalents at end of period	$	2,029		$	3,211		$	2,029		$	3,211
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	—		$	—		$	3		$	3
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	249		$	251		$	249		$	251
Distributions payable to Managing Member at period-end	$	28		$	28		$	28		$	28


	Notes receivable A
	Non-accrual
	September 30, 2017			December 31, 2016
Number of notes		3			3
Net investment value	$	58		$	133
Annual interest rate		18.00	%		18.00	%
Fair value adjustments	$	58		$	106
Fair value amount	$	—		$	27
Interest income not recorded relative to original terms	$	16		$	16


	Notes receivable B
	Non-accrual
	December 31, 2016
Number of notes		3
Net investment value	$	668
Annual interest rate		14.40	%
Fair value adjustments	$	611
Fair value amount	$	57
Interest income not recorded relative to original terms	$	96


	Note receivable C
	Non-accrual			Non-accrual
	September 30, 2017			December 31, 2016
Number of notes		1			1
Net investment value	$	28		$	53
Annual interest rate		15.88	%		15.88	%
Fair value adjustments	$	—		$	—
Fair value amount	$	28		$	53
Interest income not recorded relative to original terms	$	7		$	2


Three months ending December 31, 2017	$	530
Year ending 2018		1,739
2019		1,025
2020		57
		3,351
Less: portion representing unearned interest income, net		(576	)
Less: allowance for credit losses		(58	)
Notes receivable, net	$	2,717


	Valuation Adjustments – Notes Receivable
Balance December 31, 2015	$	97
Provision for credit losses		620
Balance December 31, 2016		717
Note receivable disposal		(611	)
Reversal of provision for credit losses		(48	)
Balance September 30, 2017	$	58


September 30, 2017	Notes Receivable
Allowance for credit losses:
Ending balance	$	58
Ending balance: individually evaluated for impairment	$	58
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	2,775
Ending balance: individually evaluated for impairment	$	2,775
Ending balance: collectively evaluated for impairment	$	—


December 31, 2016	Notes Receivable
Allowance for credit losses:
Ending balance	$	717
Ending balance: individually evaluated for impairment	$	717
Ending balance: collectively evaluated for impairment	$	—
Financing receivables:
Ending balance	$	5,147
Ending balance: individually evaluated for impairment	$	5,147
Ending balance: collectively evaluated for impairment	$	—


	Impaired Loans
December 31, 2016	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		801		809		717		833		—
Total	$	801	$	809	$	717	$	833	$	—


September 30, 2017	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	$	—	$	—	$	—	$	—	$	2,775	$	2,775	$	—
Total	$	—	$	—	$	—	$	—	$	2,775	$	2,775	$	—


	December 31, 2016		Level 1 Estimated Fair Value		Level 2 Estimated Fair Value		Level 3 Estimated Fair Value
Impaired notes receivable	$	84	$	—	$	—	$	84


	December 31, 2016
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,860	$	1,860	$	—	$	—	$	1,860
Notes receivable, net		4,430		—		—		4,416		4,416
Investment in securities		521		—		—		521		521
Warrants		481		—		—		481		481



Distribution Period⁽¹⁾	Paid		Return of Capital				Distribution of Income				Total Distribution				Total Distribution per Unit⁽²⁾		Weighted Average Units Outstanding⁽³⁾
Monthly and quarterly distributions
Oct 2012 – Mar 2013 (Distribution of all escrow interest)		July 2013	$	—			$	—			$	—				n/a		n/a
Nov 14, 2012 – Nov 30, 2012		Dec 2012		3				—				3			$	0.43		6,306
Dec 2012 – Nov 2013		Jan – Dec 2013		866				—				866				1.57		551,608
Dec 2013 – Nov 2014		Jan – Dec 2014		1,452				—				1,452				1.08		1,349,575
Dec 2014 – Nov 2015		Jan – Dec 2015		1,779				—				1,779				1.10		1,618,296
Dec 2015 – Nov 2016		Jan – Dec 2016		1,780				—				1,780				1.10		1,618,296
Dec 2016 – Aug 2017		Jan – Sep 2017		1,333				—				1,333				0.82		1,616,261
			$	7,213			$	—			$	7,213			$	6.10
Source of distributions
Lease and loan payments/payoffs			$	7,213	100.00	%	$	—	0.00	%	$	7,213	100.00	%
Interest income				—	0.00	%		—	0.00	%		—	0.00	%
			$	7,213	100.00	%	$	—	0.00	%	$	7,213	100.00	%

Form 10-Q

For the quarterly period ended September 30, 2017

For the transition period from to

Commission File number 333-178629

000‑55217ATEL GROWTH CAPITAL FUND 8, LLC

DOCUMENTS INCORPORATED BY REFERENCE

ATEL GROWTH CAPITAL FUND 8, LLCIndex

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL GROWTH CAPITAL FUND 8, LLCBALANCE SHEETSSEPTEMBER 30, 20172019 AND DECEMBER 31, 2016

ATEL GROWTH CAPITAL FUND 8, LLCSTATEMENTS OF OPERATIONSFOR THE THREE AND NINE MONTHS ENDEDSEPTEMBER 30, 20172019 AND 2016

(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLCSTATEMENTS OF CHANGES IN MEMBERS’ CAPITALFOR THE YEAR ENDED DECEMBER 31, 2016AND FOR THE NINE MONTHS ENDEDSEPTEMBER 30, 2017

ATEL GROWTH CAPITAL FUND 8, LLCSTATEMENTS OF CASH FLOWSFOR THE THREE AND NINE MONTHS ENDEDSEPTEMBER 30, 20172019 AND 2016

(Unaudited)

2. Summary of Significant Accounting Policies:

Basis of presentation:

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

2. Summary

ninety days or less.Use of estimates:

Segment reporting:

Accounts Receivable

Valuation Adjustments

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

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

Purchased securities

Warrants

Credit risk:

Per Unit data:

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

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

Recent accounting pronouncements:

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

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

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

3. Notes receivable, net:

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

3. Notes receivable, net: - (continued)

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

4. Allowance for credit losses: - (continued)

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

4. Allowance for credit losses: - (continued)

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

4. Allowance for credit losses: - (continued)

5. Related party transactions:

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

6. Commitments:

8. Fair value measurements:

Warrants (recurring)

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

8. Fair value measurements: - (continued)

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

8. Fair value measurements: - (continued)

Notes receivable

Investment in securities

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

8. Fair value measurements: - (continued)

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

Overview

Results of Operations

The three months ended September 30, 2017 versus the three months ended September 30, 2016

Revenues

Expenses

The nine months ended September 30, 2017 versus the nine months ended September 30, 2016

Revenues

Expenses

Capital Resources$21 thousand and Liquidity

Cash Flows

The nine months ended September 30, 2017 versus the nine months ended September 30, 2016

Distributions

Commitments and Contingencies

Off-Balance Sheet Transactions

Recent Accounting Pronouncements

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Changes in internal control

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 3. Defaults Upon Senior Securities.

000‑55217
ATEL GROWTH CAPITAL FUND 8, LLC

ATEL GROWTH CAPITAL FUND 8, LLC

Index

ATEL GROWTH CAPITAL FUND 8, LLC

BALANCE SHEETS

SEPTEMBER 30, 20172019 AND DECEMBER 31, 2016

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 20172019 AND 2016

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2016
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2017

ATEL GROWTH CAPITAL FUND 8, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 20172019 AND 2016

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ninety days or less.
Use of estimates:

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL GROWTH CAPITAL FUND 8, LLC
(Registrant)