UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K





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





For the year ended December 31, 2010





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





For the transition period from          to





Commission File number 333-159578





ATEL 14, LLC


(Exact name of registrant as specified in its charter)





California
26-4695354(State or other jurisdiction of
(I. R. S. Employerincorporation or organization)
Identification No.)





600 California Street, 6th Floor, San Francisco, California 94108-2733


(Address of principal executive offices)





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





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





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





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈  No  x





If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934.  Yes  ̈  No x





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





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer  ̈
Accelerated filer  ̈
Non-accelerated filer  ̈
Smaller reporting company x(Do not check if a smaller reporting company)




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




State the aggregate market value of voting stock held by non-affiliates of the registrant: Not applicable





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange Act.)  Not applicable





The number of Limited Liability Company Units outstanding as of February 28, 2011 was 4,571,230.





DOCUMENTS INCORPORATED BY REFERENCE


None.










PART I




Item 1.  BUSINESS





General Development of Business





ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Associates 14, LLC (the “Managing Member” or “Manager”), a Nevada limited liability corporation. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of October 7, 2009. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $150 million.





As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. Contributions, net of rescissions, totaling $40.5 million and $45.7 million have been received through December 31, 2010 and February 28, 2011, respectively, inclusive of the $500 initial member’s capital investment. As of December 31, 2010, 4,051,543 Units were issued and outstanding. The Fund continues to actively raise capital.





The Fund, or Managing Member on behalf of the Fund, has and will continue to incur costs in connection with the organization, registration and issuance of the limited liability company units (Units). The amount of such costs to be borne by the Fund is limited by certain provisions of the ATEL 14, LLC amended and restated limited liability company operating agreement dated October 7, 2009 (the “Operating Agreement”).





The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholder, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by its Operating Agreement, as amended.





Narrative Description of Business





The Company has acquired and intends to acquire various types of new and used equipment subject to leases and to make loans secured by equipment acquired by its borrowers. The Company’s primary investment objective is to acquire investments primarily in low-technology, low-obsolescence equipment such as the core operating equipment used by companies in the manufacturing, mining and transportation industries. A portion of the portfolio will include some more technology-dependent equipment such as certain types of communications equipment, medical equipment, manufacturing equipment and office equipment. The Company will also seek investments in equipment or financing of equipment and business involving “green technologies” such as those involved in the following activities: materials recycling, water purification, sewage treatment pollution radiation, gas and other emission treatment, solid waste management, renewable energy generation, as well as many other similar industries and activities.





The Company only purchases equipment under pre-existing leases or for which a lease will be entered into concurrently at the time of the purchase. Through December 31, 2010, the Company had purchased equipment with a total acquisition price of $18.8 million. The Company had also funded investments in notes receivable totaling $3.1 million through December 31, 2010.




2




As of the date of the final commitment of its proceeds from the sale of Units, the Company’s objective is to have at least 75% of its investment portfolio (by cost) consist of equipment leased to lessees that the Manager deems to be high quality corporate credits and/or leases guaranteed by such high quality corporate credits. High quality corporate credits are lessees or guarantors who have a credit rating by Moody’s Investors Service, Inc. of “Baa3” or better, or the credit equivalent as determined by the Manager, or are public and private corporations with substantial revenues and histories of profitable operations, as well as established hospitals with histories of profitability or municipalities. The remaining 25% of the initial investment portfolio may include equipment lease transactions, real property single tenant net leases and other debt or equity financing for companies which, although deemed creditworthy by the Manager, would not satisfy the specific credit criteria for the portfolio described above. Included in this 25% of the portfolio may be growth capital financing investments. No more than 20% of the initial portfolio, by cost, will consist of these growth capital financing investments and no more than 20% of the portfolio, by cost, will consist of real estate investments. The Company’s objective is to invest approximately 25% of its capital in assets that involve “green” technologies or applications as discussed above.





During the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009, certain lessees generated significant portions (defined as 10% or more) of the Company’s total leasing and lending revenues as follows:





Percentage of Total Leasing and

Lending RevenuesLessee

Type of Equipment

For the year

ended

December31,

2010


For the period

from April 1,

2009 (Date of

Inception)

through

December 31,

2009Mosaic Crop Nutrition, LLC

Transportation, rail


32
%


*Cargill, Inc.

Materials handling


18
%


*Mississippi Power Company

Construction


11
%


81
%International Paper Company

Transportation, other


*



19
%* Less than 10%





These percentages are not expected to be comparable in future periods.





The equipment financing industry is highly competitive. Equipment manufacturers, corporations, partnerships and others offer users an alternative to the purchase of most types of equipment with payment terms that vary widely depending on the type of financing, the lease or loan term and type of equipment. The ability of the Company to keep the equipment leased and the terms of purchase, lease and sale of equipment depends on various factors (many of which neither the Managing Member nor the Company can control), such as general economic conditions, including the effects of inflation or recession, and fluctuations in supply and demand for various types of equipment resulting from, among other things, technological and economic obsolescence.





The Managing Member will use its best efforts to diversify lessees by geography and industry and to maintain an appropriate balance and diversity in the types of equipment acquired and the types of leases entered into by the Company, and will apply the following policies: (i) The Managing Member will seek to limit the amount invested in equipment or property leased to any single lessee to not more than 20% of the aggregate purchase price of investments as of the final commitment of net offering proceeds; (ii) in no event will the Company’s equity investment in equipment or property leased to a single lessee exceed an amount equal to 20% of the maximum capital from the sale of Units (or $30,000,000); and (iii) the Managing Member will seek to invest not more than 20% of the aggregate purchase price of equipment in equipment acquired from a single manufacturer. However, this last limitation is a general guideline only, and the Company may acquire equipment from a single manufacturer in excess of the stated percentage during the offering period and before the offering proceeds are fully invested, or if the Managing Member deems such a course of action to be in the Company’s best interest.





The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. Currently, 100% of the Company’s operating revenues are from customers domiciled in North America.





The business of the Company is not seasonal. The Company has no full time employees. Employees of the Managing Member and affiliates provide the services the Company requires to effectively operate. The cost of these services is reimbursed by the Company to the Managing Member and affiliates per the Operating Agreement.





3


Equipment Leasing Activities





The Company has acquired a diversified portfolio of equipment. The equipment has been leased to lessees in various industries. The following tables set forth the types of equipment acquired by the Company through December 31, 2010 and the industries to which the assets have been leased (dollars in thousands):





Asset Types

Purchase Price

Excluding

Acquisition Fees


Percentage of Total

AcquisitionsTransportation

$
4,867



25.89
%Mining


4,830



25.69
%Transportation, rail


3,546



18.86
%Materials handling


2,178



11.58
%Construction


1,886



10.04
%Research


1,184



6.30
%Other


310



1.64
%$
18,801



100.00
%





Industry of Lessee

Purchase Price

Excluding

Acquisition Fees


Percentage of Total

AcquisitionsAgriculture

$
5,137



27.32
%Natural gas


4,830



25.69
%Food products


4,651



24.74
%Manufacturing


2,361



12.56
%Utilities


949



5.05
%Construction


584



3.11
%Transportation services


131



0.70
%Other


158



0.83
%$
18,801



100.00
%





For further information regarding the Company’s equipment lease portfolio as of December 31, 2010, see Note 6 to the financial statements, Investments in equipment and leases, net, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.





Notes Receivable Activities





The Company finances assets in diverse industries. The following tables set forth the types of assets financed by the Company through December 31, 2010 and the industries to which the assets have been financed (dollars in thousands):





Asset Types

Purchase Price

Excluding

Acquisition Fees


Percentage of Total

AcquisitionsComputer equipment

$
1,294



41.73
%Reseach


1,307



42.15
%Other


500



16.12
%$
3,101



100.00
%





Industry of Lessee

Purchase Price

Excluding

Acquisition Fees


Percentage of Total

AcquisitionsBusiness services

$
1,294



41.73
%Chemicals/Allied products


946



30.51
%Health services


500



16.12
%Lab equipment


361



11.64
%$
3,101



100.00
%




4




For further information regarding the Company’s note receivable portfolio as of December 31, 2010, see Note 4 to the financial statements, Notes receivable, net, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.





Item 2.  PROPERTIES





The Company does not own or lease any real property, plant or material physical properties other than the equipment held for lease as set forth in Item 1.





Item 3.  LEGAL PROCEEDINGS





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





Item 4.  [RESERVED]





5




PART II




Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





There are certain material conditions and restrictions on the transfer of Units imposed by the terms of the Operating Agreement. Consequently, there is no public market for Units and it is not anticipated that a public market for Units will develop. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.





Holders





As of December 31, 2010, a total of 1,127 investors were Unitholders of record in the Company.




Unit Valuation
 
 As noted above, there is no public market for Units and, in order to preserve the Company’s status for federal income tax purposes, the Company will not permit a secondary market or the substantial equivalent of a secondary market for the Units. In the absence of a public market for the Units, there is no currently ascertainable fair market value for the Units.
 
 Nevertheless, in order to provide an estimated per Unit value for those Unitholders who seek valuation information, the Manager has calculated an estimated value per Unit as of December 31, 2010. The Manager estimates the Company’s per Unit value by first estimating the aggregate net asset value of the Company. The valuation does not take into account any future business activity of the Company; rather it is a snapshot view of the Fund’s portfolio as of the valuation date.
 
 The estimated values for non-interest bearing items such as any current assets and liabilities, as well as for any investment in securities, were assumed to equal their reported balances, which management believes approximate their fair values, as adjusted for impairment. The same was applied to loans incurred under the acquisition facility since they bear variable rates of interest.
 
 A discounted cash flow approach was used to estimate the values of notes receivable, investments in leases, non-recourse debt and interest rate swaps. Under such approach, the value of a financial instrument was estimated by calculating the present value of the instrument’s expected cash flows. The present value was determined by discounting the cash flows the instrument is expected to generate by discount rates as deemed appropriate by the Manager. In most cases, the discount rates used were based on U.S. Treasury yields reported as of the reporting date, plus a spread to account for the credit risk difference between the instrument being valued and Treasury securities.
 
 After calculating the aggregate estimated net asset value of the Company, the Manager then calculated the portion of the aggregate estimated value that would be distributed to Unitholders on liquidation of the Company, and divided the total that would be so distributable by the number of outstanding Units as of the December 31, 2010 valuation date. As of December 31, 2010, the value of the Company’s assets, calculated on this basis, was approximately $10.00 per Unit.
 
 The foregoing valuation was performed solely for the purpose of providing an estimated liquidation value per Unit for those Unitholders who seek valuation information. It is important to note again that there is no market for the Units, and, accordingly, this value does not represent an estimate of the amount a Unitholder would receive if he were to seek to sell his Units. The Company will liquidate its assets in the ordinary course of its business and investment cycle. Furthermore, there can be no assurance as to when the Company will be fully liquidated, the amount the Company may actually receive if and when it seeks to liquidate its assets, the amount of lease payments and equipment disposition proceeds the Company will actually receive over the remaining term of the Company, or the amounts that may actually be received in distributions by Unitholders over the course of the Company’s remaining term.


6


Distributions
 
 The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement.
 
 The Company commenced periodic distributions in December 2009 at an annualized rate of 9%. Additional distributions have been consistently made through December 31, 2010. The rate for monthly distributions from 2010 operations was $0.075 per Unit for the period from January through December 2010. The rate for each of the quarterly distributions paid in 2010 was $0.225 per Unit.
 
 The following table is a summary of cash distributions paid by the Fund to Unitholders of record as of December 31, 2010. 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 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.
 
 Cash distributions were based on current and anticipated gross revenues from the leases and loans 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 leases and loans acquired.
 
 The following table summarizes distribution activity for the Fund from inception through December 31, 2010 (in thousands except for Units and Per Unit Data)


Distribution Period(1)
 
  Weighted AverageTotal


UnitsReturn of





Distribution





Total





Distribution


OutstandingPaid

Capital





of Income





Distribution





per Unit (2)


(3)Monthly and quarterlydistributionsOct 2009 - Feb 2010(Distribution of escrow interest) *

Jan - Mar 2010

$
-





$
-





$
-






n/a



n/aDec 2009 - Dec 2010

Jan 2010 -

Jan 2011


2,003






-






2,003





$
0.90



2,214,171$
2,003





$
-





$
2,003Source of distributionsLease and loan payments received



$
469



23.42
%

$
-



0.00
%

$
469



23.42
%Interest Income




-



0.00
%


-



0.00
%


-



0.00
%Debt against non-cancellable firm term payments on leases and loans




1,534



76.58
%


-



0.00
%


1,534



76.58
%$
2,003



100.00
%

$
-



0.00
%

$
2,003



100.00
%




(1)
Investors may elect to receive their distributions either monthly or quarterly (See "Timing and Method of Distributions" on Page 73 of the Prospectus).
 (2)
Total distribution per Unit represents the total distributions paid from inception through January 2011 divided by the weighted average units for the year ended December 31, 2010. The Fund paid distributions at an annualized rate of 9% for year ended December 31, 2010.
 (3)
Balance shown represents weighted average units for the year ended December 31, 2010.
  *
Distribution of escrow interest was nominal, totaling $61


7


Use of Proceeds from Registered Securities





Information provided pursuant to § 229.701 (Item 701(f)) (formerly included in Form SR):





(1)
Effective date of the offering: October 7, 2009; File Number: 333-159578


(2)
Offering commenced: October 7, 2009


(3)
The offering did not terminate before any securities were sold.


(4)
The managing underwriter is ATEL Securities Corporation.


(5)
The title of the registered class of securities is “Units of Limited Liability Company Interest.”


(6)
Aggregate amount and offering price of securities registered and sold as of December 31, 2010 (dollars in thousands):





Title of Security

Amount

Registered


Aggregate price of offering

amount registered


Units sold


Aggregate price of

offering amount

soldUnits of Limited Company Interest


15,000,000


$
150,000



4,051,493


$
40,515





(7)
Costs incurred for the issuers' account in connection with the issuance and distribution of the securities registered for each category listed below (in thousands):




Direct or indirect payments to

directors, officers, Managing

Members of the issuer or their

associates, to persons owning ten

percent or more of any class of

equity securities of the issuer; and

to affiliates of the issuer


Direct or indirect

payments to others


TotalUnderwriting discounts and commissions

$
608


$
3,038


$
3,646Other syndication costs


-



2,483



2,483Total expenses

$
608


$
5,521


$
6,129(8) Net offering proceeds to the issuer after the total expenses in item 7 (in thousands):


$
34,386


(9) The amount of the net offering proceeds to the issuer used for each of the purposes listed below (in thousands):




Direct or indirect payments to

directors, officers, Managing

Members of the issuer or their

associates, to persons owning ten

percent or more of any class of

equity securities of the issuer; and

to affiliates of the issuer


Direct or indirect

payments to others


TotalPurchase and installation of machinery and equipment

$
66


$
18,801


$
18,867Investments in notes receivable


21



3,101



3,122Distributions paid and accrued


163



2,003



2,166Other expenses


2,088



-



2,088$
2,338


$
23,905


$
26,243(10) Net offering proceeds to the issuer after the total investments and distributions in item 9 (in thousands):

$
8,143




Item 6.  SELECTED FINANCIAL DATA





A smaller reporting company is not required to present selected financial data in accordance with item 301(c) of Regulation S-K.





8


Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Statements contained in this Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-K, 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, the economic recession and changes in general economic conditions, including fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Company’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-K. 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-K or to reflect the occurrence of unanticipated events, other than as required by law.





Overview





The offering of ATEL 14, LLC (the “Company” or the “Fund”) was granted effectiveness by the Securities and Exchange Commission as of October 7, 2009. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $150 million.





On December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1,200,000), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Subsequent non-Pennsylvania capital contributions will be used to fund operations, invest in equipment and real estate, and provide growth capital financing as described in the Company’s S-1 Registration Statement. Pennsylvania subscriptions were subject to a separate escrow to be released to the Fund only when the Fund had received aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. The Fund is actively raising capital and, as of February 28, 2011, has received cumulative contributions in the amount of $45.7 million, inclusive of the $500 initial member’s capital investment.





As of December 31, 2010, the Company has purchased a total of $18.8 million of equipment for long-term operating and direct financing leases and funded investments in notes receivable totaling $3.1 million.





Results of Operations





The Company commenced leasing activities in December 2009. As of December 31, 2010 and 2009, there were concentrations (greater than 10% as a percentage of total equipment cost) of equipment leased to lessees in certain industries as follows:





Percentage

of Total Equipment CostIndustry

2010


2009Agriculture


27
%


16
%Natural gas


26
%


*Food products


25
%


*Manufacturing


13
%


18
%Utilities


*



58
%* Less than 10%





9


During 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009, certain lessees generated significant portions (defined as 10% or more) of the Company’s total leasing and lending revenues as follows:





Percentage of Total Leasing and

Lending RevenuesLessee

Type of Equipment

For the year

ended

December31,

2010


For the period

from April 1,

2009 (Date of

Inception)

through

December 31,

2009Mosaic Crop Nutrition, LLC

Transportation, rail


32
%


*Cargill, Inc.

Materials handling


18
%


*Mississippi Power Company

Construction


11
%


81
%International Paper Company

Transportation, other


*



19
%* Less than 10%





These percentages are not expected to be comparable in future periods due to anticipated changes in the mix of investments and/or lessees as a result of normal business activities.





It is the Company’s objective to maintain a 100% utilization rate for all equipment purchased in any given year. All equipment transactions are acquired subject to binding lease commitments, so equipment utilization is expected to remain high during the funding period and throughout the reinvestment stage. Initial lease terms of these leases are generally from 36 to 84 months, and as they expire, the Company will attempt to re-lease or sell the equipment. All of the Company’s equipment on lease was purchased in the years 2009 and 2010. The utilization percentage of existing assets under lease was 100% at both December 31, 2010 and 2009.





Cost reimbursements to the Managing Member and/or 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 year ended December 31, 2010 versus the period from April 1, 2009 (Date of Inception) through December 31, 2009





The Company had net losses of $1.3 million and $112 thousand for the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009, respectively.





Revenues





The Company commenced operations on December 2, 2009. From that date through December 31, 2009, the Company had purchased a total of $1.6 million of equipment for long-term operating leases. During 2010, equipment purchased for both long-term operating leases and direct financing leases totaled $17.1 million and $81 thousand, respectively. Such equipment under operating leases generated revenues totaling $1.3 million for the year ended December 31, 2010 and $35 thousand for the period from the Date of Inception through December 31, 2009. Revenues earned from direct financing leases were nominal during 2010. In addition, the Company had financed loans totaling $3.1 million during 2010 from which it earned approximately $139 thousand of interest income during the year.





Expenses





Consistent with the growth of revenues resulting from the purchase of lease assets was an increase in expenses related to the acquisition and depreciation of such assets. Combined, acquisition and depreciation expenses comprised approximately 61% and 76% of total expenses for 2010 and for the period from the Date of Inception through December 31, 2009, respectively. The remainder of the Company’s expenses for 2010, which totaled $1.1 million, was largely related to administrative and other costs reimbursed to the Managing Member, railcar maintenance expense, bank charges, professional fees and outside services expense. By comparison, the remainder of the Company’s expenses for the period from the Date of Inception through December 31, 2009 was mainly related to administrative costs, startup costs, professional fees, management fees and other operational expenses.




10




As defined by ATEL 14, LLC Limited Liability Company Operating Agreement (“Operating Agreement”), acquisition expense shall mean expenses including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, and miscellaneous expenses relating to selection and acquisition or financing of portfolio assets, whether or not acquired. Certain acquisition expenses associated with successful lease acquisitions are capitalized and amortized over the life of the related lease contract.





Capital Resources and Liquidity





At December 31, 2010 and 2009, the Company’s cash and cash equivalents totaled $15.4 million and $2.6 million, respectively. The liquidity of the Company will vary in the future, increasing to the extent cash flows from subscriptions, leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.





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


Cash Flows





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





For the year

ended

December 31,


For the

period from

April 1, 2009

(Date of

Inception)

through

December 31,2010


2009Net cash (used in) provided by:Operating activities

$
(1,252
)

$
1,140Investing activities


(19,849
)


(1,671
)Financing activities


33,929



3,117Net increase in cash and cash equivalents

$
12,828


$
2,586





During 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units. As of December 31, 2010, capital contributions, net of rescissions, totaling $40.5 million have been received, of which $36.0 million was received during 2010. During 2010, additional liquidity was generated through borrowings, net of repayments, totaling $4.4 million. Moreover, although 2010 net cash flows from operating activities were negative, the Company has begun to realize cash flow from its portfolio of operating lease contracts and its investments in notes receivable.





During the same periods, cash was primarily used to purchase equipment for both long-term operating and direct financing leases and to finance loans. During 2010, equipment purchased totaled $17.2 million. In addition, loans totaling $3.1 million were funded during the year. In addition, cash was used to pay commissions and syndication costs associated with the offering. Combined, commissions and syndication costs totaled $4.7 million during 2010. Cash was also used to pay distributions to Other Members and the Managing Member, totaling $1.6 million and $132 thousand for 2010, as well as to pay invoices related to acquisition expenses and management fees. 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 leases and loans acquired.





During the period from April 1, 2009 (Date of Inception) through December 31, 2009, cash was primarily used to purchase equipment for operating leases, pay commissions and syndication costs associated with the offering, as well as to pay invoices related to startup costs, acquisition expenses and management fees.




11





Revolving credit facility





Effective June 15, 2010, the Company participated with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions. The Credit Facility is for an amount up to $75 million and expires in June 2012. During the third quarter of 2010, the Company amended its Master Borrowing Agreement with respect to the Warehouse Facility to suspend its participation in such Facility while retaining its ability to borrow from time to time under the Acquisition Facility on the condition that it maintains with the lender (subject to certain provisions) cash collateral on deposit in an amount not less than the principal amount of loans outstanding from time to time.





Compliance with covenants





The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company was in compliance with all applicable covenants under the Credit Facility as of December 31, 2010. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.





Material financialcovenants





Under the Credit Facility, the Company is required to maintain a specific tangible net worth and to comply with a leverage ratio, and with other terms expressed in the Credit Facility, including limitation on the incurrence of additional debt and guaranties, defaults, and delinquencies.





As of December 31, 2010, the material financial covenants are summarized as follows:





Minimum Tangible Net Worth: $10.0 million


Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.50 to 1


Collateral Value: Collateral value under the Warehouse Facility must exceed outstanding borrowings under that facility.





“Tangible Net Worth” is defined as, as of the date of determination, (i) the net worth of the Company, after deducting therefrom (without duplication of deductions) the net book amount of all assets of the Company, after deducting any reserves and other amounts for assets which would be treated as intangibles under accounting principles generally accepted in the United States of America (“GAAP”), and after certain other adjustments permitted under the agreements.





The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. As of December 31, 2010, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million and the permitted maximum leverage ratio was 1.50 to 1. The Company was in compliance with both financial covenants with a minimum Tangible Net Worth and leverage ratio, as calculated per the Credit Facility agreement, of $30.8 million and 0.14 to 1, respectively, as of December 31, 2010. As such, as of December 31, 2010, the Company was in compliance with all such material financial covenants.





Events of default, cross-defaults, recourse and security





The terms of the Credit Facility include standard events of default by the Company which, if not cured within applicable grace periods, could give lenders remedies against the Company, including the acceleration of all outstanding borrowings and a demand for repayment in advance of their stated maturity. If a breach of any material term of the Credit Facility should occur, the lenders may, at their option, increase borrowing rates, accelerate the obligations in advance of their stated maturities, terminate the facility, and exercise rights of collection available to them under the express terms of the facility, or by operation of law. The lenders also retain the discretion to waive a violation of any covenant at the Company’s request.





The Company is currently in compliance with its obligations under the Credit Facility. In the event of a technical default (e.g., the failure to timely file a required report, or a one-time breach of a financial covenant), the Company believes it has ample time to request and be granted a waiver by the lenders, or, alternatively, cure the default under the existing provisions of its debt agreements, including, if necessary, arranging for additional capital from alternate sources to satisfy outstanding obligations.





The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.




12




The Acquisition Facility is generally recourse solely to the Company, and is not cross-defaulted to any other obligations of affiliated companies under the Credit Facility, except as described in this paragraph. The Credit Facility is cross-defaulted to a default in the payment of any debt (other than non-recourse debt) or any other agreement or condition beyond the period of grace (not exceeding 30 days), the effect of which would entitle the lender under such agreement to accelerate the obligations prior to their stated maturity in an individual or aggregate principal amount in excess of 15% of the Company’s consolidated Tangible Net Worth. Also, a bankruptcy of AFS will trigger a default for the Company under the Credit Facility.





Non-Recourse Long-Term Debt





As of December 31, 2010, the Company had non-recourse long-term debt totaling $3.9 million. Such non-recourse note payable does not contain any material financial covenants. The note is secured by a lien granted by the Company to the non-recourse lender on (and only on) the discounted lease transactions. The lender has recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.





For detailed information on the Company’s debt obligations, see Notes 9 and 10 to the financial statements as set forth in Part II, Item 8, Financial Statements and Supplementary Data.





Distributions





The Company commenced periodic distributions beginning with the month of December 2009. Additional distributions have been consistently made through December 31, 2010. See Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for additional information regarding the distributions.





Commitments and Contingencies and Off-Balance Sheet Transactions





Commitments and Contingencies





At December 31, 2010, there were commitments to fund investments in notes receivable and purchase lease assets totaling approximately $2.7 million and $2.0 million, respectively. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company. There were no cancellations subsequent to year-end.





Off-Balance Sheet Transactions





None.





Recent Accounting Pronouncements





Information regarding recent accounting pronouncements is included in Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part II, Item 8, Financial Statements and Supplementary Data.





Critical Accounting Policies and Estimates




The policies discussed below are considered by management of the Company to be critical to an understanding of the Company’s financial statements because their application requires significantly complex or subjective judgments, decisions, or assessments, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. The Company also states these accounting policies in the notes to the financial statements and in relevant sections in this discussion and analysis. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.


Use of estimates:





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




13




Equipment on operating leases and related revenue recognition:





Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.





Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 120 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.





Operating leases 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 considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.





Direct financing leases and related revenue recognition:





Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding.





Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible.





Direct financing leases are generally placed in a non-accrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.





Notes receivable, unearned interest income and related revenue recognition:





The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports only the net amount of principal due on the balance sheet. The unearned interest is recognized over the term of the note and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Any fees or costs related to notes receivable are recorded as part of the net investment in notes receivable and amortized over the term of the loan.





Allowances for losses on notes receivable are typically established based on historical charge-off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probably 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 payments 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.





14




Notes 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, the related notes may be placed on 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. Until such time, all payments received are applied only against outstanding principal balances.





Initial direct costs:





The Company capitalizes initial direct costs (“IDC”) associated with the origination and funding of lease assets and investments in notes receivable. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease (or note by note) basis based on actual lease term using a straight-line method for operating leases and the effective interest rate method for direct financing leases and notes receivable. Upon disposal of the underlying lease or loan assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.





Asset valuation:





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





Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




See the Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 16 through 37.




15


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Members
 ATEL 14, LLC
 
 We have audited the accompanying balance sheets of ATEL 14, LLC (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, changes in members’ capital, and cash flows for the year ended December 31, 2010 and for the period from April 1, 2009 (inception date) through December 31, 2009. These financial statements are the responsibility of the Management of the Company’s Managing Member. Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ATEL 14, LLC as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the year ended December 31, 2010 and for the period from April 1, 2009 (inception date) through December 31, 2009, in conformity with U.S. generally accepted accounting principles.
 
 /s/ Moss Adams LLP
 
 San Francisco, California
 March 28, 2011
  16
 ATEL 14, LLC
 
 BALANCE SHEETS
 
 DECEMBER 31, 2010 AND 2009
 (In Thousands)
  2010


2009ASSETSCash and cash equivalents

$
15,414


$
2,586Due from affiliate


99



-Accounts receivable, net allowance for doubtful accounts of $17 atDecember 31, 2010 and $0 at December 31, 2009


188



21Notes receivable, net of unearned interest income of $623 atDecember 31, 2010 and $0 at December 31, 2009


2,796



-Investments in equipment and leases, net of accumulated depreciation of$901 at December 31, 2010 and $28 at December 31, 2009


17,948



1,642Other assets


94



3Total assets

$
36,539


$
4,252LIABILITIES AND MEMBERS’ CAPITALAccounts payable and accrued liabilities:Managing Member

$
31


$
2Affiliates


-



1,109Accrued distributions to Other Members


370



22Other


868



137Non-recourse debt


3,874



-Acquisition facility obligation


500



-Unearned operating lease income


123



-Total liabilities


5,766



1,270Commitments and contingenciesMembers’ capital:Managing Member


-



-Other Members


30,773



2,982Total Members’ capital


30,773



2,982Total liabilities and Members’ capital

$
36,539


$
4,252
  See accompanying notes.
  17
  ATEL 14, LLC
 
 STATEMENTS OF OPERATIONS
 
 FOR THE YEAR ENDED DECEMBER 31, 2010 AND
 FOR THE PERIOD FROM APRIL 1, 2009 (Date of Inception)
 THROUGH DECEMBER 31, 2009
 (In Thousands Except for Units and Per Unit Data)
  For the year ended

December 31, 2010


For the period fromApril

1, 2009 (Date ofInception)

throughDecember 31,

2009Revenues:Operating lease income

$
1,279


$
35Direct financing leases


2



-Notes receivable interest income


139



-Other


21



-Total revenues


1,441



35Expenses:Depreciation of operating lease assets


873



28Asset management fees to Managing Member


68



1Acquisition expense


825



84Cost reimbursements to afffiliate


544



19Provision for credit losses


17



-Amortization of initial direct costs


15



1Interest expense


9



-Professional fees


72



5Outside services


32



3Taxes on income and franchise fees


11



4Bank charges


73



-Railcar maintenance


163



-Other


75



2Total operating expenses


2,777



147Net loss

$
(1,336
)

$
(112
)Net income (loss):Managing Member

$
161


$
1Other Members


(1,497
)


(113
)$
(1,336
)

$
(112
)Net loss per Limited Liability Company Unit (Other Members)

$
(0.68
)

$
(4.60
)Weighted average number of Units outstanding


2,214,171



24,606
  See accompanying notes.
  18
  ATEL 14, LLC
 STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
 
 FOR THE PERIOD FROM APRIL 1, 2009 (Date of Inception)
 THROUGH DECEMBER 31, 2009 AND
 FOR THE YEAR ENDED DECEMBER 31, 2010
 (In Thousands Except for Units and Per Unit Data)
  AmountUnits


Other Members


ManagingMember


TotalMembers' capital as of April 1, 2009 (date of inception)


-


$
-


$
-


$
-Capital contributions-Managing Member


50



-



1



1Capital contributions


447,449



4,475



-



4,475Less selling commissions to affiliates


-



(407
)


-



(407
)Syndication costs


-



(951
)


-



(951
)Distributions to Other Members ($0.89 per Unit)


-



(22
)


-



(22
)Distributions to Managing Member


-



-



(2
)


(2
)Net (loss) income


-



(113
)


1



(112
)Balance December 31, 2009


447,499



2,982



-



2,982Capital contributions


3,612,519



36,125



-



36,125Rescissions of Units


(8,475
)


(85
)


-



(85
)Less selling commissions to affiliates


-



(3,239
)


-



(3,239
)Syndication costs


-



(1,532
)


-



(1,532
)Distributions to Other Members ($0.89 per Unit)


-



(1,981
)


-



(1,981
)Distributions to Managing Member


-



-



(161
)


(161
)Net (loss) income


-



(1,497
)


161



(1,336
)Balance December 31, 2010


4,051,543


$
30,773


$
-


$
30,773
  See accompanying notes.
  19
 ATEL 14, LLC
 
 STATEMENTS OF CASH FLOWS
  FOR THE YEAR ENDED DECEMBER 31, 2010 AND
 FOR THE PERIOD FROM APRIL 1, 2009 (Date of Inception)
 THROUGH DECEMBER 31, 2009
 (In Thousands)
 
 For the year ended

December 31, 2010


For the period from

April 1, 2009 (Date of

Inception) through

December 31, 2009Operating activities:Net loss

$
(1,336
)

$
(112
)Adjustment to reconcile net loss to cash provided by operating activities:Depreciation of operating lease assets


873



28Amortization of initial direct costs


15



1Amortization of unearned income on direct financing leases


(2
)


-Amortization of unearned income on notes receivable


(139
)


-Provision for credit losses


17



-Changes in operating assets and liabilities:Accounts receivable


(184
)


(21
)Prepaid expenses and other assets


(91
)


(2
)Accounts payable, other


731



137Accrued liabilities, affiliates


(1,259
)


1,109Unearned operating lease income


123



-Net cash (used in) provided by operating activities


(1,252
)


1,140Investing activities:Purchases of equipment on operating leases


(17,074
)


(1,646
)Purchases of equipment on direct financing leases


(81
)


-Payments of initial direct costs


(62
)


(25
)Payments received on direct financing leases


10



-Note receivable advances


(3,101
)


-Payments received on notes receivable


459



-Net cash used in investing activities


(19,849
)


(1,671
)Financing activities:Borrowings under non-recourse debt


3,874



-Borrowings under acquisition facility


1,500



-Repayments under acquisition facility


(1,000
)


-Selling commissions to affiliates


(3,239
)


(407
)Syndication costs paid to Managing Member and affiliates


(1,481
)


(951
)Distributions to Other Members


(1,633
)


-Distributions to Managing Member


(132
)


-Capital contributions


36,125



4,475Rescissions of Units


(85
)


-Net cash provided by financing activities


33,929



3,117Net increase in cash and cash equivalents


12,828



2,586Cash and cash equivalents at beginning of period


2,586



-Cash and cash equivalents at end of period

$
15,414


$
2,586Supplemental disclosures of cash flow information:Cash paid during the period for interest

$
3


$
-Cash paid during the period for taxes

$
4


$
-Schedule of non-cash investing and financing transactions:Distributions payable to Other Members at period-end

$
370


$
22Distributions payable to Managing Member at period-end

$
30


$
2
 
 See accompanying notes.
  20
 
 ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS
 
 1.  Organization and Limited Liability Company matters:
 
 ATEL 14, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on April 1, 2009 (“Date of Inception”) for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Associates 14, LLC (the “Managing Member” or “Manager”), a Nevada limited liability corporation. The Fund may continue until December 31, 2030. Contributions in the amount of $500 were received as of May 8, 2009, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of October 7, 2009. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $150 million.
 
 As of December 2, 2009, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2010. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to at least $7.5 million. Total contributions to the Fund exceeded $7.5 million on February 12, 2010, at which time a request was processed to release the Pennsylvania escrowed amounts. Contributions, net of rescissions, totaling $40.5 million and $45.7 million have been received through December 31, 2010 and February 28, 2010, respectively, inclusive of the $500 initial member’s capital investment. As of December 31, 2010, 4,051,543 Units were issued and outstanding. The Fund continues to actively raise capital.
 
 The Fund, or Managing Member on behalf of the Fund, has and will continue to incur costs in connection with the organization, registration and issuance of the limited liability company units (Units). The amount of such costs to be borne by the Fund is limited by certain provisions of the ATEL 14, LLC amended and restated limited liability company operating agreement dated October 7, 2009 (the “Operating Agreement”).
 
 The Company’s principal objectives are to invest in a diversified portfolio of investments that will (i) preserve, protect and return the Company’s invested capital; (ii) generate regular cash distributions to Unitholders, with any balance remaining after required minimum distributions to be used to purchase additional investments during the Reinvestment Period (ending six calendar years after the completion of the Company’s public offering of Units) and (iii) provide additional cash distributions following the Reinvestment Period and until all investment portfolio assets has been sold or otherwise disposed. The Company is governed by its Operating Agreement, as amended.
 
 2.  Summary of significant accounting policies:
 
 Basis of presentation:
 
 The accompanying balance sheet as of December 31, 2010 and 2009, and the related statements of operations, changes in members’ capital and cash flows for the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission.
    In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after December 31, 2009, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.
 
 21
 
 ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS
 
 2.  Summary of Significant Accounting Policies (continued):
 
 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 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 residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes and for determination of the allowance for doubtful accounts and reserve for credit losses on notes receivable.
 
 Accounts receivable:
 
 Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are currently due to the Company. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and the collectability of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.
 
 Credit risk:
 
 Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating and direct financing lease receivables, notes receivable and accounts receivable. The Company places the majority of its cash deposits and temporary cash investments in U.S. Treasury denominated instruments with the remainder placed in financial institutions with no less than $10 billion in assets, so as to meet ongoing working capital requirements. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts and notes receivable represent amounts due from lessees or borrowers in various industries related to equipment on operating and direct financing leases or notes receivable.
 
 Equipment on operating leases and related revenue recognition:
 
 Equipment subject to operating leases is stated at cost. Depreciation is recognized on a straight-line method over the terms of the related leases to the equipment’s estimated residual values. Maintenance costs associated with the Fund’s portfolio of leased assets are expensed as incurred. Major additions and betterments are capitalized.
 
 Operating lease revenue is recognized on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally on terms from 36 to 84 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.
 
 Operating leases 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 considers the equipment underlying the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related operating leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.
  22
  ATEL 14, LLC
 NOTES TO FINANCIAL STATEMENTS
 2.  Summary of Significant Accounting Policies (continued):
 
 Direct financing leases and related revenue recognition:
 
 Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding.
 
 Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible.
 
 Direct financing leases are generally placed in a non-accrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on non-accrual status. Leases 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 lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.
 
 Notes receivable, unearned interest income and related revenue recognition:
 
 The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports only the net amount of principal due on the balance sheet. The unearned interest is recognized over the term of the note and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. Any fees or costs related to notes receivable are recorded as part of the net investment in notes receivable and amortized over the term of the loan.
 
 Allowances for losses on notes receivable are typically established based on historical charge off and collection experience and the collectability of specifically identified borrowers and billed and unbilled receivables. Notes are considered impaired when, based on current information and events, it is probably 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 payments 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.
 
 Notes 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, the related notes may be placed on 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. Until such time, all payments received are applied only against outstanding principal balances.
  23
  ATEL 14, LLC
  NOTES TO FINANCIAL STATEMENTS
 2.  Summary of Significant Accounting Policies (continued):
  Initial direct costs:
  The Company capitalizes initial direct costs (“IDC”) associated with the origination and funding of lease assets and investments in notes receivable. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease and loan originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease (or note by note) basis based on actual lease term using a straight-line method for operating leases and the effective interest rate method for direct financing leases and notes receivable. Upon disposal of the underlying lease assets and notes receivable, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases or notes receivable that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.
 
 Acquisition expense:
 
 Acquisition expense represents costs which include, but are not limited to, legal fees and expenses, travel and communication expenses, cost of appraisals, accounting fees and expenses and miscellaneous expenses related to the selection and acquisition of equipment which are reimbursable to the Managing Member under the terms of the Operating Agreement. As the costs are not eligible for capitalization as initial direct costs, such amounts are expensed as incurred.
 
 Asset valuation:
 
 Recorded values of the Company’s lease asset portfolio are periodically reviewed for impairment. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.
 
 Segment reporting:
 
 The Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment in the United States.
 
 The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its equipment leasing business operates as one reportable segment because: a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment lease financing; and e) the Company has not chosen to organize its business around geographic areas.
 
 The primary geographic regions in which the Company sought leasing opportunities were North America and Europe. Currently, 100% of the Company’s operating revenues and long-lived assets are from customers domiciled in North America.
 
 Income Taxes:
  The Company is treated as a partnership for federal income tax purposes. Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Company has provided current franchise income taxes for only those states which levy income taxes on partnerships. For the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009, the related provision for state income taxes was approximately $11 thousand and $4 thousand, respectively. The Company does not have any entity level uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and is generally subject to examination by U.S. federal (or state and local) income tax authorities for three years from the filing of a tax return.
 24
  ATEL 14, LLC
  NOTES TO FINANCIAL STATEMENTS
 2.  Summary of Significant Accounting Policies (continued):
 The tax bases of the Company’s net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2010 and 2009 as follows (in thousands):
 2010


2009Financial statement basis of net assets

$
30,773


$
2,982Tax basis of net assets (unaudited)


36,245



4,327Difference

$
(5,472
)

$
(1,345
)
 The primary differences between the tax bases of net assets and the amounts recorded in the financial statements are the result of differences in accounting for syndication costs and differences between the depreciation methods used in the financial statements and the Company’s tax returns.
 
 The following reconciles the net loss reported in these financial statements to the loss reported on the Company’s federal tax return (unaudited) for the year ended December 31, 2010 and for the period from April 1, 2009 (date of inception) to December 31, 2009 (in thousands):
 For the year

ended

December31,

2010


For the period

from April 1,

2009 (Date of

Inception)

through

December 31,

2009Net loss per financial statements

$
(1,336
)

$
(112
)Tax adjustments (unaudited):Adjustment to depreciation expense


(1,179
)


(40
)Provision for losses and doubtful accounts


17



-Adjustments to revenues


131



-Other


10



4Loss per federal tax return (unaudited)

$
(2,357
)

$
(148
)
 
 Per Unit data:
  Net loss and distributions per Unit are based upon the weighted average number of Other Members Units outstanding during the period.
 
 Recent Accounting Pronouncements
 
 In January 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.” ASU 2011-01 temporarily delays the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. The Company anticipates that adoption of these additional disclosures will not have a material effect on its financial position or results of operations.
  25




ATEL 14, LLC





NOTES TO FINANCIAL STATEMENTS





2.  Summary of Significant Accounting Policies (continued):


In July 2010, the FASB issued ASU No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” ASU 2010-20 requires entities to provide disclosures designed to facilitate financial statement users’ evaluation of (i) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (ii) how that risk is analyzed and assessed in arriving at the allowance for credit losses and (iii) the changes and reasons for those changes in the allowance for credit losses. Disclosures must be disaggregated by portfolio segment, the level at which an entity develops and documents a systematic method for determining its allowance for credit losses, and class of financing receivable, which is generally a disaggregation of portfolio segment. The required disclosures include, among other things, a rollforward of the allowance for credit losses as well as information about modified, impaired, non-accrual and past due loans and credit quality indicators. ASU 2010-20 is effective as of December 31, 2010, as it relates to disclosures required as of the end of a reporting period. Disclosures that relate to activity during a reporting period will be required for the Company’s financial statements that include periods beginning on or after December 15, 2010. The adoption of this ASU did not have a material effect on the Company’s financial position or results of operations; however, it did add additional disclosures which have been included in Notes 2 and 5.


In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosure about Fair Value Measurement.” ASU 2010-06 requires additional disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements, and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. Except for the Level 3 reconciliation disclosures, which are effective for fiscal years beginning after December 15, 2010, the guidance became effective for the Company beginning January 1, 2010 and was adopted during the first quarter of 2010 with no impact on the Company’s financial position, results of operations or cash flows.


3.  Concentration of credit risk and major customers:


The Company leases equipment to lessees and provides debt financing to borrowers in diversified industries. Leases and notes receivable are subject to the Managing Member’s credit committee review. The leases and notes receivable provide for the return of the equipment to the Company upon default.





As of December 31, 2010 and 2009, there were concentrations (greater than 10% as a percentage of total equipment cost) of equipment leased to lessees and/or financial borrowers in certain industries as follows:





Percentage

of Total Equipment CostIndustry

2010


2009Agriculture


27
%


16
%Natural gas


26
%


*Food products


25
%


*Manufacturing


13
%


18
%Utilities


*



58
%




* Less than 10%





26




ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS


3.  Concentration of credit risk and major customers (continued):





During the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009, certain lessees generated significant portions (defined as 10% or more) of the Company’s total leasing and lending revenues as follows:








Percentage of Total Leasing and

Lending RevenuesLessee

Type of Equipment

For the year

endedDecember 31,

2010


For the period

from April 1,

2009 (Date of

Inception)

through

December 31,

2009Mosaic Crop Nutrition, LLC

Transportation, rail


32
%


*Cargill, Inc.

Materials handling


18
%


*Mississippi Power Company

Construction


11
%


81
%International Paper Company

Transportation, other


*



19
%





* Less than 10%





These percentages are not expected to be comparable in future periods due to anticipated changes in the mix of investments and/or lessees as a result of normal business activities.





4.  Notes receivable, net:





The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The original terms of the notes receivable are 36 to 42 months and bear interest at rates ranging from 11.26% to 18.00%. The notes are generally secured by the equipment financed. The notes mature from 2013 through 2014. There were neither notes impaired nor notes placed in non-accrual status as of December 31, 2010 and 2009.





As of December 31, 2010, the minimum future payments receivable are as follows (in thousands):





Year ending December 31, 2011

$
1,2052012


1,1912013


8752014


1333,404Less: portion representing unearned interest income


(623
)2,781Unamortized indirect costs


15Notes receivable, net

$
2,796





27




ATEL 14, LLC





NOTES TO FINANCIAL STATEMENTS




4.  Notes receivable, net (continued):




IDC amortization expense related to notes receivable and the Company’s operating and direct financing leases for the year ended December 31, 2010 and the period from April 1, 2009 (Date of Inception) through December 31, 2009 are as follows (in thousands):




For the yearended

December 31,2010


For the period from

April 1, 2009 (Dateof

Inception)through

December 31, 2009IDC amortization - notes receivable

$
6


$
-IDC amortization - lease assets


9



1Total

$
15


$
1





5.  Provision for credit losses:





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





Allowance for

Doubtful

AccountsBalance December 31, 2009

$
-Provision


17Balance December 31, 2010

$
17





From its inception through December 31, 2009, the Company did not provide for any allowance against its receivables. At December 31, 2010, the entire allowance for doubtful accounts represents reserves against operating lease receivables.





For the year ended December 31, 2010, the Company did not record an allowance for credit losses related to its financing receivables. The Company’s recorded net investment in financing receivables at December 31, 2010 is as follows (in thousands):





NotesReceivable


Finance Leases


TotalAllowance for credit losses:Ending balance, December 31, 2010

$
-


$
-


$
-Ending balance: individually evaluated for impairment

$
-


$
-


$
-Ending balance: collectively evaluated for impairment

$
-


$
-


$
-Ending balance: loans acquired with deteriorated credit quality

$
-


$
-


$
-Financing receivables, net:Ending balance, December 31, 2010

$
2,796
1

$
73


$
2,869Ending balance: individually evaluated for impairment

$
2,796


$
73


$
2,869Ending balance: collectively evaluated for impairment

$
-


$
-


$
-Ending balance: loans acquired with deteriorated credit quality

$
-


$
-


$
-




1 Includes $15 of unamortized initial direct costs.




28





ATEL 14, LLC





NOTES TO FINANCIAL STATEMENTS




5.  Provision for credit losses (continued):





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





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





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





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





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





At December 31, 2010, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):





NotesReceivable


Finance Leases2010


2010Pass

$
2,781


$
73Special mention


-



-Substandard


-



-Doubtful


-



-Total

$
2,781


$
73




At December 31, 2010, net investment in financing receivables is aged as follows (in thousands):





RecordedTotal


Investment>9030-59 Days


60-89 Days


Greater Than








Financing


Days andPast Due


Past Due


90 Days


Total Past Due


Current


Receivables


AccruingNotes receivable

$
-


$
-


$
-


$
-


$
2,781


$
2,781


$
-Finance leases


-



-



-



-



73



73



-Total

$
-


$
-


$
-


$
-


$
2,854


$
2,854


$
-





29





ATEL 14, LLC





NOTES TO FINANCIAL STATEMENTS




5.  Provision for credit losses (continued):




There were no impaired financing receivables at both December 31, 2010 and 2009. Likewise, there were no accounts receivable related to net investments in financing receivables placed in nonaccrual status as of December 31, 2010 and 2009.





6.  Investments in equipment and leases, net:





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





Balance

December 31,

2009


Reclassifications

&

Additions /

Dispositions


Depreciation/

Amortization

Expense or

Amortization

of Leases


Balance

December 31,

2010Net investment in operating leases

$
1,618


$
17,074


$
(873
)

$
17,819Net investment in direct financing leases


-



81



(8
)


73Initial direct costs, net of accumulated amortization of $10 at December 31, 2010 and $1 at December 31, 2009


24



41



(9
)


56Total

$
1,642


$
17,196


$
(890
)

$
17,948




Additions to net investment in operating leases are stated at cost and include amounts accrued at December 31, 2010 and 2009 totaling $742 thousand and $132 thousand, respectively, related to asset purchase obligations. IDC amortization expense related to operating leases and direct finance leases totaled $9 thousand and $1 thousand for the years ended December 31, 2010 and 2009, respectively.





Impairment of investments in leases:





Management periodically reviews the carrying values of its lease assets. No impairment losses were recorded for the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009.





All of the Company’s leased property was acquired starting from December 2009 through December 2010. The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Company’s equipment totaled $873 thousand for the year ended December 31, 2010 and $28 thousand for the period from April 1, 2009 (Date of Inception) through December 31, 2009.





Operating leases:




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





Balance

December 31,

2009


Additions


Reclassifications

or Dispositions


Balance

December 31,

2010Transportation

$
216


$
4,651


$
-


$
4,867Mining


-



4,830



-



4,830Transportation, rail


263



3,283



-



3,546Materials handling


219



1,878



-



2,097Construction


948



938



-



1,886Research


-



1,184



-



1,184Other


-



310



-



3101,646



17,074



-



18,720Less accumulated depreciation


(28
)


(873
)


-



(901
)Total

$
1,618


$
16,201


$
-


$
17,819





30





ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS





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





The average estimated residual value for assets on operating leases was 35% and 26% of the assets’ original cost at December 31, 2010 and 2009, respectively. There were no operating leases in non-accrual status at both December 31, 2010 and, 2009. At December 31, 2010, the Company has certain operating leases that have related receivables aged 90 days or more that have not been placed on non-accrual status. In accordance with Company policy, such receivables are fully reserved. Management continues to closely monitor these leases for any actual change in collectability status.





Direct financing leases:





As of December 31, 2010, investment in direct financing leases consists of materials handling equipment such as pallet trucks and forklifts. There were no direct financing leases at December 31, 2009. The following lists the components of the Company’s investment in direct financing leases as of December 31, 2010 (in thousands):





Total minimum lease payments receivable

$
70Estimated residual values of leased equipment (unguaranteed)


9Investment in direct financing leases


79Less unearned income


(6
)Net investment in direct financing leases

$
73





There were no investments in direct financing leases in non-accrual status as of December 31, 2010.




At December 31, 2010, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):




Operating

Leases


Direct

Financing

Leases


TotalYear ending December 31, 2011

$
4,136


$
27


$
4,1632012


4,134



27



4,1612013


3,851



16



3,8672014


2,242



-



2,2422015


741



-



741Thereafter


1,045



-



1,045$
16,149


$
70


$
16,219





7.  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 lease and equipment documentation. The Managing Member is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as management of investments.





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





31




ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS





7.  Related party transactions (continued):





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.





The Managing Member and/or affiliates earned commissions and reimbursements, pursuant to the Operating Agreement, during the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009 as follows (in thousands):





For the year ended

December 31, 2010


For the period from

April 1, 2009 (Date

of Inception)

through December

31, 2009Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members capital

$
3,239


$
407Reimbursement of other syndication costs to AFS and/or affiliates, deducted from Other Members capital


1,532



951Acquisition and initial direct costs paid to Managing Member


880



109Administrative costs reimbursed to Managing Member and/or affiliates


544



19Asset management fees to Managing Member


68



1$
6,263


$
1,487





8.  Syndication costs:





Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $4.8 million for the year ended December 31, 2010 and $1.4 million for the period from April 1, 2009 (Date of Inception) through December 31, 2009.





The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. As of December 31, 2010, the Company had recorded $52 thousand of syndication costs in excess of the limitation. The limitation on the amount of syndication costs pursuant to the Operating Agreement is determined on the date of termination of the offering. At such time, the Manager guarantees repayment of any excess expenses above the determined limitation, which guarantee is without recourse or reimbursement by the Fund.





9.  Non-recourse debt:





At December 31, 2010, non-recourse debt consists of a note payable to a financial institution. The note payments are due in monthly installments. Interest on the note is at a fixed rate of 4.40%. The note is secured by assignments of lease payments and pledges of assets. At December 31, 2010, gross operating lease rentals and future payments on direct financing leases totaled approximately $4.2 million over the remaining lease terms; and the carrying value of the pledged assets is $4.8 million. The note matures in 2014.




32




ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS





9.  Non-recourse debt (continued):





The non-recourse debt does not contain any material financial covenants. The debt is secured by a lien granted by the Company to the non-recourse lender on (and only on) the discounted lease transactions. The lender has recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse obligation is payable solely out of the respective specific security and the Company does not guarantee (nor is the Company otherwise contractually responsible for) the payment of the non-recourse debt as a general obligation or liability of the Company. Although the Company does not have any direct or general liability in connection with the non-recourse debt apart from the security granted, the Company is directly and generally liable and responsible for certain representations, warranties, and covenants made to the lender, such as warranties as to genuineness of the transaction parties' signatures, as to the genuineness of the respective lease chattel paper or the transaction as a whole, or as to the Company's good title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by such industry as being consistent with non-recourse discount financing obligations. Accordingly, as there are no financial covenants or ratios imposed on the Company in connection with the non-recourse debt, the Company has determined that there are no material covenants with respect to the non-recourse debt that warrant footnote disclosure.





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




Principal


Interest


TotalYear ending December 31, 2011

$
977


$
144


$
1,1212012


1,013



108



1,1212013


1,059



62



1,1212014


825



14



839$
3,874


$
328


$
4,202





10.  Borrowing facilities:





Effective June 15, 2010, the Company participated with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions which Credit Facility includes certain financial covenants. The Credit Facility is for an amount up to $75 million and expires in June 2012. The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility. During the third quarter of 2010, the Company amended its Master Borrowing Agreement with respect to the Warehouse Facility to suspend its participation in such Facility while retaining its ability to borrow from time to time under the Acquisition Facility on the condition that it maintains with the lender (subject to certain provisions) cash collateral on deposit in an amount not less than the principal amount of loans outstanding from time to time.





As of December 31, 2010, borrowings under the facility were as follows (in thousands):





Total available under the financing arrangement

$
75,000Amount borrowed by the Company under the acquisition facility


(500
)Amounts borrowed by affiliated partnerships and Limited Liability Companies under the acquisition and warehouse facilities


(4,845
)Total remaining available under the acquisition and warehouse facilities

$
69,655





The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of December 31, 2010, the aggregate amount remaining unutilized under the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under the Credit Facility is reduced.





33


ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS





10.  Borrowing facilities (continued):





As of December 31, 2010, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million and the permitted maximum leverage ratio was not to exceed 1.50 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth and leverage ratio, as calculated per the Credit Facility agreement, of $30.8 million and 0.14 to 1, respectively, as of December 31, 2010. As such, as of December 31, 2010, the Company was in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.





Fee and interest terms





The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. At December 31, 2010, outstanding borrowings under the acquisition facility totaled $500 thousand, with an effective interest rate of 3.25%. The weighted-average interest rate on borrowings was 1.81% for the year ended December 31, 2010. The Company had no borrowing activity during 2009.





11.  Commitments:





The terms of the Operating Agreement provided that the Managing Member and/or affiliates are entitled to receive certain fees, in addition to the allocations described above, which are more fully described in Section 8 of the Operating Agreement. The additional fees to management include fees for equipment management, administration and resale.





At December 31, 2010, there were commitments to fund investments in notes receivable and purchase lease assets totaling approximately $2.7 million and $2.0 million, respectively. These amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.





12.  Guarantees:





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





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





13.  Members’ Capital:





A total of 4,051,543 Units and 447,499 Units were issued and outstanding as of December 31, 2010 and December 31, 2009, respectively, including the 50 Units issued to the Initial Member (Managing Member). The Fund is authorized to issue up to 15,000,000 total Units.




34




ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS


13.  Members’ Capital (continued):





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





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





Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. Distributions to the Other Members for the years ended December 31, 2010 and 2009 were as follows (in thousands except Units and per Unit data):





For the year ended

December 31, 2010


For the period from

April 1, 2009 (Date of

Inception) through

December 31, 2009Distributions declared

$
1,981


$
22Weighted average number of Units outstanding


2,214,171



24,606Weighted average distributions per Unit

$
0.89


$
0.89





Cash distributions were based on current and anticipated gross revenues from the leases and loans 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 leases and loans acquired.





14.  Fair value measurements:





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





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





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




35




ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS


14.  Fair value measurements (continued):





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





At December 31, 2010, the Company had no assets or liabilities that require measurement at fair value on a recurring or non-recurring basis.





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





Cash and cash equivalents





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





Notes receivable





The fair value of the Company’s notes receivable is estimated using discounted cash flow analyses, based upon current market rates for similar types of lending arrangements.





Non-recourse debt





The fair value of the Company’s non-recourse debt is estimated using discounted cash flow analyses, based upon current market borrowing rates for similar types of borrowing arrangements.





Borrowings





Borrowings include the outstanding amounts on the Company’s acquisition facility. The carrying amount of these variable rate obligations approximate fair value based on current borrowing rates for similar types of borrowings.





Commitments and Contingencies





Management has determined that no recognition for the fair value of the Company’s loan commitments is necessary because their terms are made on a market rate basis and require borrowers to be in compliance with the Company’s credit requirements at the time of funding.





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





Limitations





The fair value estimates presented herein were based on pertinent information available to the Company as of December 31, 2010 and 2009. Although the Company is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.





36





ATEL 14, LLC
 
 NOTES TO FINANCIAL STATEMENTS


14.  Fair value measurements (continued):





The following table presents 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 December 31, 2010 and 2009 (in thousands):





December 31, 2010


December 31, 2009Carrying

Amount


Estimated

Fair Value


Carrying

Amount


Estimated

Fair ValueFinancial assets:Cash and cash equivalents

$
15,414


$
15,414


$
2,586


$
2,586Notes receivable


2,796



2,796



-



-Financial liabilities:Non-recourse debt


3,874



3,882



-



-Borrowings


500



500



-



-
  37


Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES





None.





Item 9A.
CONTROLS AND PROCEDURES





Evaluation of disclosure controls and procedures





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





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





Management’s Annual Report on Internal Control over Financial Reporting





The Management of the Managing Member is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in Exchange Act Rule 13a-15(f) for the Company, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2010. The internal control process of the Managing Member, as it is applicable to the Company, was designed to provide reasonable assurance to Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:





(1)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that the Company’s receipts and expenditures are being made only in accordance with authorization of the Management of the Managing Member; and





(2)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.





All internal control processes, no matter how well designed, have inherent limitations. Therefore, even those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.





Management of the Managing Member assessed the effectiveness of its internal control over financial reporting, as it is applicable to the Company, as of December 31, 2010. In making this assessment, it used the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, Management of the Managing Member concluded that the Managing Member’s internal control over financial reporting, as it is applicable to the Company, was effective as of December 31, 2010.




38




This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts non-accelerated filers from Section 404(b) of the Sarbanes-Oxley Act of 2002.





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 December 31, 2010 that has materially affected, or is reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.





39





PART III





Item 10.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





The registrant is a Limited Liability Company and has no officers or directors.





ATEL Associates 14, LLC (the “Managing Member” or “Manager”) is the Company’s Managing Member. The Managing Member is controlled by ATEL Capital Group (“ACG” or “ATEL”), a holding company formed to control ATEL and affiliated companies. The outstanding voting capital stock of ATEL is owned 100% by Dean L. Cash.





Each of ATEL Financial Services, LLC (“AFS”) and ATEL Leasing Corporation (“ALC”) is a wholly-owned subsidiary of ATEL Capital Group, Inc. and performs services for the Company on behalf of the Managing Member. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations and communications services, and general administrative services are performed by AFS. ATEL Securities Corporation (“ASC”), a wholly-owned subsidiary of AFS, performs distribution services in connection with the Company’s public offering of its Units.





The officers and directors of ACG and its affiliates are as follows:





Dean L. Cash
Chairman of the Board, President and Chief Executive Officer ofATEL Associates 14, LLC (Managing Member)





Paritosh K. Choksi
Director, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Associates 14, LLC (Managing Member)





Vasco H. Morais
Executive Vice President, Secretary and General Counsel of ATEL Associates 14, LLC (Managing Member)





Dean L. Cash, age 60, joined ATEL as director of marketing in 1980 and has been a vice president since 1981, executive vice president since 1983 and a director since 1984. He has been President and CEO since April 2001. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from 1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a systems engineer with Electronic Data Systems from 1975 to 1977, and was involved in maintaining and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association.





Paritosh K. Choksi, age 57, joined ATEL in 1999 as a director, senior vice president and its chief financial officer. He became its executive vice president and CFO/COO in April 2001. Prior to joining ATEL, Mr. Choksi was chief financial officer at Wink Communications, Inc. from 1997 to 1999. From 1977 to 1997, Mr. Choksi was with Phoenix American Incorporated, a financial services and management company, where he held various positions during his tenure, and was senior vice president, chief financial officer and director when he left the company. Mr. Choksi was involved in all corporate matters at Phoenix and was responsible for Phoenix’s capital market needs. He also served on the credit committee overseeing all corporate investments, including its venture lease portfolio. Mr. Choksi was a part of the executive management team which caused Phoenix’s portfolio to increase from $50 million in assets to over $2 billion. Mr. Choksi is a member of the board of directors of Syntel, Inc. Mr. Choksi received a bachelor of technology degree in mechanical engineering from the Indian Institute of Technology, Bombay; and an M.B.A. degree from the University of California, Berkeley.





Vasco H. Morais, age 52, joined ATEL in 1989 as general counsel to provide legal support in the drafting and reviewing of lease documentation, advising on general corporate law matters, and assisting on securities law issues. From 1986 to 1989, Mr. Morais was employed by the BankAmeriLease Companies, Bank of America’s equipment leasing subsidiaries, providing in-house legal support on the documentation of tax-oriented and non-tax oriented direct and leveraged lease transactions, vendor leasing programs and general corporate matters. Prior to the BankAmeriLease Companies, Mr. Morais was with the Consolidated Capital Companies in the corporate and securities legal department involved in drafting and reviewing contracts, advising on corporate law matters and securities law issues. Mr. Morais received a B.A. degree in 1982 from the University of California in Berkeley, a J.D. degree in 1986 from Golden Gate University Law School and an M.B.A. (Finance) in 1997 from Golden Gate University. Mr. Morais has been an active member of the State Bar of California since 1986.





40




Audit Committee





The board of directors of the Managing Member acts as the audit committee of the Company. Dean L. Cash and Paritosh K. Choksi are members of the board of directors of the Managing Member and are deemed to be financial experts. They are not independent of the Company.





Section 16(a) Beneficial Ownership Reporting Compliance





Based solely on a review of Forms 3, 4, and 5, the Company is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, 2010.





Code of Ethics





A Code of Ethics that is applicable to the Company, including the Chief Executive Officer and Chief Financial Officer and Chief Operating Officer of its Manager, ATEL Associates 14, LLC, or persons acting in such capacity on behalf of the Company, is included as Exhibit 14.1 to this report.





Item 11. EXECUTIVE COMPENSATION





The registrant has no officers or directors.





Set forth hereinafter is a description of the nature of remuneration paid and to be paid to the Manager and its affiliates. The amount of such remuneration paid for the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009 is set forth in Item 8 of this report under the caption “Financial Statements and Supplementary Data - Notes to Financial Statements - Related party transactions,” at Note 7 thereof, which information is hereby incorporated by reference.





Selling Commissions





The Company paid selling commissions in the amount of 9% of Gross Proceeds, as defined, to ATEL Securities Corporation, an affiliate of the Manager.





Through December 31, 2010, $3.6 million of such commissions had either been accrued or paid to ASC. Of that amount, $3.0 million has been re-allowed to other broker/dealers.





Asset Management Fee and Carried Interest





The Company pays the Manager an annual Asset Management Fee in an amount equal to 4% of Gross Operating Lease Revenues and Cash from Sales or Refinancing. The Asset Management Fee is paid on a monthly basis. The amount of the Asset Management Fee payable in any year is reduced for that year to the extent it would otherwise exceed the Asset Management Fee Limit, as described below. The Asset Management Fee is paid for services rendered by the Manager and its affiliates in determining portfolio and investment strategies and generally managing or supervising the management of the investment portfolio.





AFS supervises performance of all management activities, including, among other activities: the acquisition and financing of the investment portfolio, collection of lease and loan revenues, monitoring compliance by lessees borrowers with their contract terms, assuring that investment assets are being used in accordance with all operative contractual arrangements, paying operating expenses and arranging for necessary maintenance and repair of equipment and property in the event a lessee fails to do so, monitoring property, sales and use tax compliance and preparation of operating financial data. AFS intends to delegate all or a portion of its duties and the Asset Management Fee to one or more of its affiliates who are in the business of providing such services.





The Manager also receives, as its Carried Interest, an amount equal to 7.5% of all Company Distributions.


41


Limitations on Fees





The Fund has adopted a single Asset Management Fee plus the Carried Interest as a means of compensating the Manager for sponsoring the Fund and managing its operations. While this compensation structure is intended to simplify management compensation for purposes of investor's understanding, state securities administrators use a more complicated compensation structure in their review of equipment program offerings in order to assure that those offerings are fair under the states' merit review guidelines. The total of all Front End Fees, the Carried Interest and the Asset Management Fee will be subject to the Asset Management Fee Limit in order to assure these state administrators that the Fund will not bear greater fees than permitted under the state merit review guidelines. The North American Securities Administrators Association, Inc. ("NASAA") is an organization of state securities administrators, those state government agencies responsible for qualifying securities offerings in their respective states. NASAA has established standards for the qualification of a number of different types of securities offerings and investment products, including its Statement of Policy on Equipment Programs (the "NASAA Equipment Leasing Guidelines"). Article IV, Sections C through G of the NASAA Equipment Leasing Guidelines establish the standards for payment of reasonable carried interests, promotional interests and fees for equipment acquisition, management, resale and releasing services to equipment leasing program sponsors. Article IV, Sections C through G of the NASAA Equipment Leasing Guidelines set the maximum compensation payable to the sponsor and its affiliates from an equipment leasing program such as the Fund. The Asset Management Fee Limit will equal the maximum compensation payable under Article IV, Sections C through G of the NASAA Equipment Leasing Guidelines as in effect on the date of the Fund's prospectus (the "NASAA Fee Limitation"). Under the Asset Management Fee Limit, the Fund will calculate the maximum fees payable under the NASAA Fee Limitation and guarantee that the Asset Management Fee it will pay the Manager and its Affiliates, when added to its Carried Interest, will never exceed the fees and interests payable to a sponsor and its affiliates under the NASAA Fee Limitation.





Asset Management Fee Limit. The Asset Management Fee Limit will be calculated each year during the Fund's term by calculating the total fees that would be paid to the Manager if the Manager were to be compensated on the basis of the maximum compensation payable under the NASAA Fee Limitation, including the Manager's Carried Interest, as described below. To the extent that the amount paid as Front End Fees, the Asset Management Fee, and the Carried Interest for any year would cause the total fees to exceed the aggregate amount of fees calculated under the NASAA Fee Limitation for the year, the Asset Management Fee and/or Carried Interest for that year will be reduced to equal the maximum aggregate fees under the NASAA Fee Limitation. To the extent any such fees are reduced, the amount of such reduction will be accrued and deferred, and such accrued and deferred compensation would be paid to the Manager in a subsequent period, but only to the extent that the deferred compensation would be within the Asset Management Fee Limit for that later period. Any deferred fees that cannot be paid under the applicable limitations through the date of liquidation would be forfeited by the Manager at liquidation.





Under the NASAA Equipment Leasing Guidelines, the Fund is required to commit a minimum percentage of the Gross Proceeds to Investment in Equipment, calculated as the greater of: (i) 80% of the Gross Proceeds reduced by 0.0625% for each 1% of indebtedness encumbering the Fund's equipment; or (ii) 75% of such Gross Proceeds. The Fund intends to incur total indebtedness equal to 50% of the aggregate cost of its equipment. The Operating Agreement requires the Fund to commit at least 85.875% of the Gross Proceeds to Investment in Equipment. Based on the formula in the NASAA Guidelines, the Fund's minimum Investment in Equipment would equal 76.875% of Gross Proceeds (80% - [50% x .0625%] = 76.875%), and the Fund's minimum Investment in Equipment would therefore exceed the NASAA Fee Limitation minimum by 9%.





The amount of the Carried Interest permitted the Manager under the NASAA Fee Limitation will be dependent on the amount by which the percentage of Gross Proceeds the Fund ultimately commits to Investment in Equipment exceeds the minimum Investment in Equipment under the NASAA Fee Limitation. The NASAA Fee Limitation permits the Manager and its Affiliates to receive compensation in the form of a carried interest in Fund Net Income, Net Loss and Distributions equal to 1% for the first 2.5% of excess Investment in Equipment over the NASAA Guidelines minimum, 1% for the next 2% of such excess, and 1% for each additional 1% of excess Investment in Equipment. With a minimum Investment in Equipment of 85.875%, the Manager and its Affiliates may receive an additional carried interest equal to 6.5% of Net Profit, Net Loss and Distributions under the foregoing formula (2.5% + 2% + 4.5% = 9%; 1% + 1% + 4.5% = 6.5%). At the lowest permitted level of Investment in Equipment, the NASAA Guidelines would permit the Manager and its Affiliates to receive a promotional interest equal to 5% of Distributions of Cash from Operations and 1% of Distributions of Sale or Refinancing Proceeds until Members have received total Distributions equal to their Original Invested Capital plus an 8% per annum cumulative return on their Adjusted Invested Capital, and, thereafter, the promotional interest may increase to 15% of all Distributions.


42





With the additional carried interest calculated as described above, the maximum aggregate fees payable to the Manager and Affiliates under the NASAA Guidelines as carried interest and promotional interest would equal 11.5% of Distributions of Cash from Operations (6.5% + 5% = 11.5%), and 7.5% of Distributions of Sale or Refinancing Proceeds (6.5% + 1% = 7.5%), before the subordination level was reached, and 21.5% of all Distributions thereafter. The maximum amounts to be paid under the terms of the Operating Agreement are subject to the application of the Asset Management Fee Limit provided in Section 8.3 of the Agreement, which limits the annual amount payable to the Manager and its Affiliates as the Asset Management Fee and the Carried Interest to an aggregate not to exceed the total amount of fees that would be payable to the Manager and its Affiliates under the NASAA Fee Limitation.





Upon completion of the offering of Units, final commitment of offering proceeds to acquisition of equipment and establishment of final levels of permanent portfolio debt, the Manager will calculate the maximum carried interest and promotional interest payable to the Manager and its Affiliates under the NASAA Fee Limitation and compare such total permitted fees to the total of the Asset Management Fee and Manager's Carried Interest. If and to the extent that the Asset Management Fee and Manager's Carried Interest would exceed the fees calculated under the NASAA Fee Limitation, the fees payable to the Manager and its Affiliates will be reduced by an amount sufficient to cause the total of such compensation to comply with the NASAA Fee Limitation. The adjusted Asset Management Fee Limit will then be applied to the Asset Management Fee and Carried Interest as described above. A comparison of the Front End Fees actually paid by the Fund and the NASAA Fee Limitation maximums will be repeated, and any required adjustments will be made, at least annually thereafter.





See Note 7 to the financial statements as set forth in Part II, Item 8, Financial Statements and Supplementary Data, for amounts paid.





Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





Security Ownership of Certain Beneficial Owners





At December 31, 2010, no investor is known to hold beneficially more than 5% of the issued and outstanding Units.





Security Ownership of Management





The parent of ATEL Associates 14, LLC is the beneficial owner of Limited Liability Company Units as follows:





(1)

(2)


(3)


(4)Title of Class

Name and Address of

Beneficial Owner


Amount and Nature of

Beneficial Ownership


Percent of

ClassLimited Liability Company Units

ATEL Associates 14, LLC

600 California Street, 6th Floor

San Francisco, CA 94108


Initial Limited Liability Company Units 50 Units ($500)


0.0003
%





Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





See Item 8 of this report under the caption “Financial Statements and Supplementary Data - Notes to Financial Statements - Related party transactions” at Note 7 thereof.


43


Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES





During the year ended December 31, 2010 and the period from April 1, 2009 (Date of Inception) through December 31, 2009, the Company incurred audit, audit related and other fees with its principal auditors as follows (in thousands):





For the year ended

December 31, 2010


For the period from

April 1, 2009 (Date

of Inception)

through December

31, 2009Audit fees

$
56


$
5





Audit fees consist of the aggregate fees and expenses billed in connection with the audit of the Company’s annual financial statements and the review of the financial statements included in the Company’s quarterly reports on Form 10-Q.





The board of directors of the Managing Member acts as the audit committee of the registrant. Engagements for audit services, audit related services and tax services are approved in advance by the Chief Financial Officer of the Managing Member acting on behalf of the board of directors of the Managing Member in its role as the audit committee of the Company.





PART IV




Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)
Financial Statements and Schedules1.
Financial StatementsIncluded in Part II of this report:Report of Independent Registered Public Accounting FirmBalance Sheets at December 31, 2010 and 2009Statements of Operations for the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009Statements of Changes in Members’ Capital for the period from April 1, 2009 (Date of Inception) through December 31, 2009 and for the year ended December 31, 2010Statements of Cash Flows for the year ended December 31, 2010 and for the period from April 1, 2009 (Date of Inception) through December 31, 2009Notes to Financial Statements2.
Financial Statement SchedulesAll 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.





(b)
Exhibits(3) and (4) Amended and Restated Limited Liability Company Operating Agreement, included as exhibit B to the Prospectus effective October 7, 2009 as filed on October 8, 2009 (File Number 333-159578) is hereby incorporated herein by reference(14.1)  Code of Ethics(31.1)  Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a)(31.2)  Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a)(32.1)  Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350(32.2)  Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350


44




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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: March 28, 2011




ATEL 14, LLC (Registrant)


By: ATEL Associates 14, LLC


Managing Member of Registrant





By:
/s/ Dean L. CashDean L. Cash,Chairman of the Board, President andChief Executive Officer of ATEL Associates 14, LLC,(Managing Member)By:
/s/ Paritosh K. ChoksiParitosh K. Choksi,Director, Executive Vice President and Chief Financial Officerand Chief Operating Officer of ATEL Associates 14, LLC (Managing Member)By:
/s/ Samuel SchusslerSamuel Schussler,Vice President and Chief Accounting Officer of ATEL Associates 14, LLC (Managing Member)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the persons in the capacities and on the dates indicated.





SIGNATURE

CAPACITIES

DATE/s/ Dean L. Cash

Chairman of the Board, President andDean L. Cash

Chief Executive Officer of ATEL Associates 14, LLC, (Managing Member)

March 28, 2011/s/ Paritosh K. Choksi

Director, Executive Vice President and Chief Financial Officer andParitosh K. Choksi

Chief Operating Officer of ATEL Associates 14, LLC (Managing Member)

March 28, 2011/s/ Samuel Schussler

Vice President and Chief Accounting Officer of ATEL Associates 14,Samuel Schussler

LLC (Managing Member)

March 28, 2011





No proxy materials have been or will be sent to security holders. An annual report will be furnished to security holders subsequent to the filing of this report on Form 10-K, and copies thereof will be furnished supplementally to the Commission when forwarded to the security holders.


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