~~Form~~ Table ~~10-Q~~of Contents

~~UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~ Form 10‑Q

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

~~For~~ SECURITIES ~~the~~AND ~~quarterly~~EXCHANGE ~~period ended September 30, 2018~~COMMISSION

o Washington, ~~Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934~~D.C. 20549

~~For~~ ☒Quarterly ~~the~~Report ~~transition~~Pursuant ~~period~~to ~~from~~Section 13 toor 15(d)

~~Commission~~ of ~~File~~the ~~number~~Securities ~~000-53618~~Exchange Act of 1934.

~~ATEL~~ For ~~12,~~the ~~LLC~~quarterly period ended March 31, 2019

~~(Exact~~ ☐Transition ~~name~~Report ofPursuant ~~registrant~~to asSection 13 ~~specified~~or ~~in its charter~~15(d)

California		20-8712853
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

of the Securities Exchange Act of 1934.

~~The~~ For ~~Transamerica~~the ~~Pyramid,~~transition ~~600~~period ~~Montgomery Street, 9th Floor, San Francisco, California 94111(Address of principal executive offices)~~ from to

~~Registrant’s~~ Commission ~~telephone~~File number, ~~including area code (415) 989-8800~~ 000‑53618

~~Securities~~ ATEL ~~registered pursuant to section~~ 12~~(b)~~, ~~of the Act: None~~ LLC

~~Securities registered pursuant to section 12~~ (g)Exact name of ~~the~~registrant ~~Act:~~as ~~Limited~~specified ~~Liability~~in ~~Company~~its ~~Units~~ charter)

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

California		20‑8712853
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

~~Indicate~~ The byTransamerica ~~check~~Pyramid, ~~mark~~600 ~~whether~~Montgomery ~~the~~Street, ~~registrant~~9th ~~has submitted electronically and posted on its corporate Web site~~Floor, ifSan ~~any~~Francisco, ~~every~~California Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o 94111

~~Indicate~~ (Address ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition~~ of ~~“accelerated~~principal ~~filer,~~executive ~~large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.~~ offices)

~~Large~~ Registrant’s ~~accelerated~~telephone ~~filer o Accelerated~~number, ~~filer o Non-accelerated~~including ~~filer o Smaller~~area ~~reporting~~code ~~company xEmerging~~(415) ~~growth company o~~ 989‑8800

If Securities anregistered ~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to ~~Section~~section 1312(ab) of the ~~Exchange~~ Act~~. o~~: None

~~Indicate~~ Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~section ~~the registrant is a shell company~~ 12(~~as defined in Rule 12b-2~~ g) of the Act~~).Yes~~: oLimited NoLiability xCompany Units

~~The~~ Securities ~~number~~registered ofpursuant ~~Limited~~to ~~Liability~~Section ~~Company~~12(b) ~~Units outstanding as~~ of ~~October~~the ~~31, 2018 was 2,992,482.~~ Act:

~~DOCUMENTS~~Title ~~INCORPORATED~~of BYeach ~~REFERENCE~~class: Trading Symbol Name of each exchange on which registered: N/A N/A N/A

~~None~~ 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 ☒ No ☐

~~TABLE~~ Indicate OFby ~~CONTENTS~~check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).

~~ATEL~~ Yes ~~12,~~☒ No ~~LLC Index~~☐

Part I.Financial Information			3
Item 1.Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2018 and December 31, 2017			3
Statements of Operations for the three and nine months ended September 30, 2018 and 2017			4
Statements of Changes in Members’ Capital for the year ended December 31, 2017 and for the nine months ended September 30, 2018			5
Statements of Cash Flows for the three and nine months ended September 30, 2018 and 2017			6
Notes to the Financial Statements			7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 4.Controls and Procedures			21
Part II.Other Information			23
Item 1.Legal Proceedings			23
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds			23
Item 3.Defaults Upon Senior Securities			23
Item 4.Mine Safety Disclosures			23
Item 5.Other Information			23
Item 6.Exhibits			23

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b‑2 of the Exchange Act.

2Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

~~TABLE~~ If OFan ~~CONTENTS~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~PART~~ Indicate Iby check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). ~~FINANCIAL~~Yes ~~INFORMATION~~☐ No ☒

~~Item~~ The 1.number ~~Financial~~of ~~Statements~~Limited ~~(Unaudited)~~Liability Company Units outstanding as of April 30, 2019 was 2,992,482.

~~ATEL~~ DOCUMENTS ~~12,~~INCORPORATED ~~LLC~~BY ~~BALANCE SHEETS SEPTEMBER 30, 2018 AND DECEMBER 31, 2017~~REFERENCE

~~(In Thousands)~~ None.

	September 30, 2018		December 31, 2017
	(Unaudited)
ASSETS
Cash and cash equivalents	$	1,139	$	479
Accounts receivable, net		4		42
Due from Managing Member		33		10
Due from affiliates		4		—
Investment in securities		39		27
Warrants, fair value		159		149
Investments in equipment and leases, net		1,640		1,924
Prepaid expenses and other assets		31		25
Total assets	$	3,049	$	2,656
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	13	$	—
Affiliates		5		36
Other		195		257
Non-recourse debt		—		103
Unearned operating lease income		53		37
Total liabilities		266		433
Commitments and contingencies
Members’ capital:
Other Members		2,783		2,223
Total Members’ capital		2,783		2,223
Total liabilities and Members’ capital	$	3,049	$	2,656

Table of Contents

~~See~~ ATEL ~~accompanying~~12, ~~notes.~~LLC

3 Index

~~TABLE~~Part OFI. ~~CONTENTS~~Financial Information 3 Item 1. Financial Statements (Unaudited) 3 Balance Sheets, March 31, 2019 and December 31, 2018 3 Statements of Income for the three months ended March 31, 2019 and 2018 4 Statements of Changes in Members’ Capital for the three months ended March 31, 2019 and 2018 5 Statements of Cash Flows for the three months ended March 31, 2019 and 2018 6 Notes to the Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 4. Controls and Procedures 21 Part II. Other Information 22 Item 1. Legal Proceedings 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Mine Safety Disclosures 22 Item 5. Other Information 22 Item 6. Exhibits 22

~~ATEL 12, LLC STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017~~ 2

~~(In~~ Table ~~Thousands~~of ~~Except for Units and Per Unit Data) (Unaudited)~~ Contents

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Revenues:
Leasing and lending activities:
Operating leases	$	328		$	297		$	990		$	1,005
Gain on sales of lease assets		—			—			6			15
Gain on sales or dispositions of investment in securities		—			—			11			75
Unrealized (loss) gain on fair value adjustment for investment in securities		(8	)		—			12			—
Unrealized gain (loss) on fair value adjustment for warrants		3			—			10			(2	)
Other		1			1			27			11
Total revenues		324			298			1,056			1,104
Expenses:
Depreciation of operating lease assets		32			142			197			427
Asset management fees to Managing Member		13			9			42			36
Cost reimbursements to Managing Member and/or affiliates		14			39			99			130
Provision for (reversal of) credit losses		—			34			(37	)		42
Impairment losses on equipment		—			229			—			229
Interest expense		—			2			—			7
Professional fees		14			18			91			117
Outside services		20			13			59			56
Taxes on income and franchise fees		8			13			12			32
Insurance		3			—			7			—
Other		12			8			26			36
Total expenses		116			507			496			1,112
Net income (loss)	$	208		$	(209	)	$	560		$	(8	)
Net income (loss):
Managing Member	$	—		$	—		$	—		$	66
Other Members		208			(209	)		560			(74	)
	$	208		$	(209	)	$	560		$	(8	)
Net income (loss) per Limited Liability Company Unit (Other Members)	$	0.07		$	(0.07	)	$	0.19		$	(0.02	)
Weighted average number of Units outstanding		2,992,482			2,992,482			2,992,482			2,992,482

PART I. FINANCIAL INFORMATION

~~See~~ Item 1. Financial ~~accompanying~~Statements ~~notes~~(Unaudited).

4 ATEL 12, LLC

~~TABLE~~ BALANCE ~~OF CONTENTS~~SHEETS

~~ATEL 12~~ MARCH 31, 2019 ~~LLC~~AND ~~STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL FOR THE YEAR ENDED~~ DECEMBER 31, ~~2017 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30,~~ 2018

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

				Amount
	March 31,		December 31,
	Units			Other Members			Managing Member			Total
	2019		2018
Balance December 31, 2016		2,992,482		$	3,299		$	—		$	3,299
	(Unaudited)
Distributions to Other Members ($0.27 per Unit)		—			(818	)		—			(818	)
ASSETS
Distributions to Managing Member		—			—			(66	)		(66	)
Cash and cash equivalents	$	620	$	1,524
Net (loss) income		—			(258	)		66			(192	)
Accounts receivable, net		6		10
Balance December 31, 2017		2,992,482			2,223			—			2,223
Due from Managing Member and affiliates		46		46
Net income		—			560			—			560
Investment in securities		136		33
Balance September 30, 2018 (Unaudited)		2,992,482		$	2,783		$	—		$	2,783
Warrants, fair value		60		153
Equipment under operating leases, net		1,542		1,542
Prepaid expenses and other assets		24		27
Total assets	$	2,434	$	3,335
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Due to Managing Member and affiliates		52		—
Other		205		206
Unearned operating lease income		13		17
Total liabilities		270		223
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		2,164		3,112
Total Members’ capital		2,164		3,112
Total liabilities and Members’ capital	$	2,434	$	3,335

See accompanying notes.

5 3

~~TABLE~~ Table OFof ~~CONTENTS~~Contents

ATEL 12, LLC ~~STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017~~

~~(In~~ STATEMENTS ~~Thousands)(Unaudited)~~OF INCOME

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Operating activities:
Net income (loss)	$	208		$	(209	)	$	560		$	(8	)
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Gain on sales of lease assets		—			—			(6	)		(15	)
Depreciation of operating lease assets		32			142			197			427
Provision for (reversal of) credit losses		—			34			(37	)		42
Impairment losses on equipment		—			229			—			229
Gain on sales or dispositions of investment in securities		—			—			(11	)		(75	)
Unrealized loss (gain) on fair value adjustment for investment in securities		8			—			(12	)		—
Unrealized (gain) loss on fair value adjustment for warrants		(3	)		—			(10	)		2
Changes in operating assets and liabilities:
Accounts receivable		(1	)		(9	)		75			17
Due from Managing Member and affiliates		(27	)		—			(27	)		—
Prepaid expenses and other assets		(1	)		(6	)		(6	)		(2	)
Accounts payable, Managing Member and affiliates		3			(6	)		(18	)		(33	)
Accounts payable, other		(5	)		(10	)		(62	)		28
Unearned operating lease income		23			4			16			36
Net cash provided by operating activities		237			169			659			648
Investing activities:
Proceeds from sales of lease assets		—			—			93			64
Proceeds from sales or dispositions of investment in securities		11			99			11			99
Principal payments recorded on direct financing leases		—			—			—			1
Net cash provided by investing activities		11			99			104			164
Financing activities:
Repayments under non-recourse debt		—			(116	)		(103	)		(346	)
Distributions to Other Members		—			(374	)		—			(1,048	)
Distributions to Managing Member		—			(30	)		—			(85	)
Net cash used in financing activities		—			(520	)		(103	)		(1,479	)
Net increase (decrease) in cash and cash equivalents		248			(252	)		660			(667	)
Cash and cash equivalents at beginning of period		891			618			479			1,033
Cash and cash equivalents at end of period	$	1,139		$	366		$	1,139		$	366
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	—		$	2		$	—		$	7
Cash paid during the period for taxes	$	—		$	13		$	19		$	29

FOR THE THREE MONTHS
ENDED MARCH 31, 2019 AND 2018

~~See~~ (In ~~accompanying~~Thousands ~~notes.~~Except for Units and Per Unit Data)

6 (Unaudited)

TABLE OF CONTENTS


	Three Months Ended
	March 31,
	2019		2018
Revenues:
Leasing activities:
Operating leases	$	300	$	358
Gain on sales of lease assets		—		6
Gain on sales or dispositions of investment in securities		9		—
Unrealized gain on investment in securities		15		31
Unrealized gain on fair value adjustment for warrants		—		8
Other		—		3
Total revenues		324		406

Expenses:
Depreciation of operating lease assets		—		115
Asset management fees to Managing Member		6		16
Cost reimbursements to Managing Member and/or affiliates		21		44
Provision for (reversal of) credit losses		4		(35)
Impairment losses on investment in securities		5		—
Professional fees		62		57
Outside services		20		28
Taxes on income and franchise fees		8		9
Other		14		11
Total expenses		140		245
Net income	$	184	$	161

Net income :
Managing Member	$	85	$	—
Other Members		99		161
	$	184	$	161

Net income per Limited Liability Company Unit (Other Members)	$	0.03	$	0.05
Weighted average number of Units outstanding		2,992,482		2,992,482

~~ATEL~~ See ~~12,~~accompanying ~~LLC NOTES TO THE FINANCIAL STATEMENTS (Unaudited)~~notes.

~~1. Organization and Limited Liability Company matters:~~ 4

ATEL 12, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on January 25, 2007 for the purpose of equipment financing and acquiring equipment to engage in equipment leasing and sales activities. From its inception into the third quarter of 2013, the Managing Member was ATEL Associates 12, LLC (“AA12”), a Nevada limited liability company. Effective September 30, 2013, AA12 was merged into ATEL Financial Services, LLC (“AFS” or “Managing Member” or “Manager”), a wholly-owned subsidiary of ATEL Capital Group. The ~~Fund~~ Table ~~may continue until December 31, 2030. As a limited liability company, the liability~~ of ~~any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member.~~ Contents

As ATEL ~~of September 30~~12, 2018, cumulative contributions, net of rescissions and/or redemptions, totaling $29.9 million (inclusive of the $500 initial Member’s capital investment) have been received and 2,992,482 Units were issued and outstanding. LLC

~~The~~ STATEMENTS ~~Company~~OF isCHANGES ~~governed~~IN byMEMBERS’ the ATEL 12, LLC amended and restated Limited Liability Company Operating Agreement dated April 3, 2007 (the “Operating Agreement”). On January 1, 2016, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement. Prior thereto, the Company was in its acquisition phase and was making distributions on a monthly and quarterly basis. During the liquidation phase, periodic distributions are paid at the discretion of the Managing Member. CAPITAL

~~These~~ FOR ~~unaudited~~THE THREE MONTHS ~~interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December~~ ENDEDMARCH 31, 2019 AND ~~2017, filed with the Securities and Exchange Commission.~~ 2018

2. (In ~~Summary~~Thousands ofExcept ~~significant~~for ~~accounting~~Units ~~policies:~~and Per Unit Data)

Basis of presentation:


		Amount
	Units	Other Members		Managing Member		Total
Balance December 31, 2017	2,992,482	$	2,223	$	—	$	2,223
Net income	—		161		—		161
Balance March 31, 2018 (Unaudited)	2,992,482		2,384		—		2,384

Balance December 31, 2018	2,992,482	$	3,112	$	—	$	3,112
Distributions to Other Members ($0.35 per Unit)	—		(1,047)		—		(1,047)
Distributions to Managing Member	—		—		(85)		(85)
Net income	—		99		85		184
Balance March 31, 2019 (Unaudited)	2,992,482	$	2,164	$	—	$	2,164

~~The~~ See accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commissionnotes. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature.

Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results from operations. 5

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

In ATEL ~~preparing the accompanying unaudited financial statements~~12, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after September 30, 2018, up until the issuance of the financial statements. No events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments thereto. LLC

~~Cash~~ STATEMENTS ~~and~~OF ~~cash~~CASH ~~equivalents:~~FLOWS

~~Cash~~ FOR ~~and~~THE ~~cash~~THREE ~~equivalents~~MONTHS ~~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.~~ ENDED

7 MARCH 31, 2019 AND 2018

~~TABLE~~ (In ~~OF CONTENTS~~Thousands)

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

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


	Three Months Ended
	March 31,
	2019		2018
Operating activities:
Net income	$	184	$	161
Adjustment to reconcile net income to cash provided by operating activities:
Gain on sales of equipment under operating leases		—		(6)
Depreciation of operating lease assets		—		115
Provision for (reversal of) credit losses		4		(35)
Impairment on investment in securities		5		—
Gain on sales or dispositions of investment in securities		(9)		—
Unrealized gain on investment in securities		(15)		(31)
Unrealized gain on fair value adjustment for warrants		—		(8)
Changes in operating assets and liabilities:
Accounts receivable		—		67
Prepaid expenses and other assets		3		1
Accounts payable, Managing Member and affiliate		52		(8)
Accounts payable, other		(1)		(26)
Accrued liabilities, affiliates		—		4
Unearned operating lease income		(4)		21
Net cash provided by operating activities		219		255

Investing activities:
Proceeds from sales of equipment under operating leases		—		93
Proceeds from sales or dispositions of investment in securities		9		—
Net cash provided by investing activities		9		93

Financing activities:
Repayments under non-recourse debt		—		(103)
Distributions to Other Members		(1,047)		—
Distributions to Managing Member		(85)		—
Net cash used in financing activities		(1,132)		(103)

Net (decrease) increase in cash and cash equivalents		(904)		245
Cash and cash equivalents at beginning of period		1,524		479
Cash and cash equivalents at end of period	$	620	$	724

Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	15	$	9
Conversion of warrants to equity securities	$	93	$	—

~~Use~~ See ofaccompanying ~~estimates:~~notes.

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term and expected future cash flows used for impairment analysis purposes, and determination of the allowances for doubtful accounts. 6

~~Segment~~ Table ~~reporting:~~of Contents

~~The~~ ATEL ~~Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly~~12, ~~the Company operates in one reportable operating segment in the United States.~~ LLC

~~The~~ NOTES ~~primary~~TO ~~geographic~~FINANCIAL region in which the Company sought leasing opportunities was North America. For the three and nine months ended September 30, 2018 and 2017, and as of September 30, 2018 and December 31, 2017, 100% of the Company’s operating revenues and long-lived assets relate to customers domiciled in the United States. STATEMENTS

~~Accounts receivable~~ (Unaudited)

~~Accounts~~ 1. ~~receivable~~Organization ~~represent~~and ~~the~~Limited ~~amounts~~Liability ~~billed under operating lease contracts which are currently due to the~~ Company. matters:

~~Allowances~~ ATEL ~~for~~12, ~~doubtful~~LLC ~~accounts~~(the ~~are~~“Company” ~~typically~~or ~~established~~the ~~based~~“Fund”) ~~upon~~was ~~their~~formed ~~aging~~under ~~and~~the ~~historical~~laws ~~charge~~of ~~off~~the state of California on January 25, 2007 for the purpose of equipment financing and ~~collection~~acquiring ~~experience~~equipment to engage in equipment leasing and sales activities. From its inception into the ~~creditworthiness~~third quarter of ~~specifically~~2013, ~~identified~~the ~~lessees~~Managing ~~and~~Member ~~borrowers~~was ATEL Associates 12, ~~and~~LLC ~~invoiced~~(“AA12”), ~~amounts~~a Nevada limited liability company. ~~Accounts~~Effective ~~receivable~~September 30, ~~deemed~~2013, ~~uncollectible~~AA12 ~~are~~was ~~generally~~merged ~~charged~~into ~~off~~ATEL ~~against~~Financial ~~the~~Services, ~~allowance~~LLC on(“AFS” or “Managing Member” or “Manager”), a ~~specific~~wholly-owned ~~identification~~subsidiary ~~basis~~of ATEL Capital Group. ~~Recoveries~~The Fund may continue until December 31, 2030. As a limited liability company, the liability of ~~amounts~~any ~~that~~individual ~~were~~member ~~previously~~for ~~written-off~~the ~~are~~obligations ~~recorded~~of asthe ~~other~~Fund ~~income~~is inlimited to the ~~period~~extent ~~received.~~of capital contributions to the Fund by the individual member.

~~Accounts~~ As ~~receivable~~of ~~are~~March 31, 2019, ~~generally~~cumulative ~~placed~~contributions, innet aof ~~non-accrual~~rescissions ~~status~~and/or ~~(i.e.~~redemptions, nototaling ~~revenue is recognized) when payments are more than 90 days past due~~$29.9 ~~Additionally,~~million ~~management~~(inclusive ~~periodically~~of ~~reviews~~ the ~~creditworthiness~~$500 ofinitial ~~companies with lease payments outstanding less than 90 days. Based upon management~~Member’s ~~judgment,~~capital ~~such~~investment) ~~leases~~have ~~may be placed in non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the account has~~ been ~~brought~~received ~~current~~ and ~~management believes recovery of the remaining unpaid receivable is probable. Until such time~~2,992,482 ~~revenues~~Units onwere ~~operating~~issued ~~leases~~and ~~are recognized on a cash basis~~outstanding.

~~Investment~~ The Company is governed by the ATEL 12, LLC amended and restated Limited Liability Company Operating Agreement dated April 3, 2007 (the “Operating Agreement”). On January 1, 2016, the Company commenced liquidation phase activities pursuant to the guidelines of the Operating Agreement. Prior thereto, the Company was in ~~securities:~~its acquisition phase and was making distributions on a monthly and quarterly basis. During the liquidation phase, periodic distributions are paid at the discretion of the Managing Member.

~~From~~ These ~~time~~unaudited tointerim ~~time,~~financial ~~the~~statements ~~Company~~should ~~may~~be ~~purchase~~read ~~securities~~in ofconjunction ~~its~~with ~~borrowers~~the orfinancial ~~receive~~statements ~~warrants~~and notes thereto contained in ~~connection~~the report on Form 10‑K for the year ended December 31, 2018, filed with ~~its~~the ~~lending~~Securities ~~arrangements~~and Exchange Commission.

~~Purchased~~ 2. ~~securities~~Summary of significant accounting policies:

The Company’s investment securities registered for public sale are carried at fair value. The Company’s investment securities with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s investment securities that do not have readily determinable fair values are measured at cost minus impairment, and adjusted for changes in observable prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet ~~its~~ Basis ~~current obligations and indications~~ of ~~the issuer’s subsequent ability to raise capital. Based upon the Company’s review of its portfolio, the Company recorded unrealized losses on fair value adjustments on investment~~ presentation:

8 The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10‑Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature.

~~TABLE~~ Operating OFresults ~~CONTENTS~~for the three months ended March 31, 2019 and 2018 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts may have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

~~ATEL~~ Footnote 12and tabular amounts are presented in thousands, ~~LLC~~except ~~NOTES~~as TOto ~~THE~~Units ~~FINANCIAL~~and ~~STATEMENTS~~per ~~(Unaudited)~~Unit data.

2. In ~~Summary~~preparing the accompanying unaudited financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after March 31, 2019, up until the issuance of ~~significant~~the ~~accounting~~financial ~~policies:~~statements. -No ~~(continued)~~events were noted which would require additional disclosure in the footnotes to the financial statements or adjustments thereto.

in Cash ~~securities totaling $8 thousand~~ and ~~$12~~cash thousand of unrealized gains on fair value adjustments during the respective three and nine months ended September 30, 2018. Purchased securities totaled $39 thousand and $27 thousand at September 30, 2018 and December 31, 2017 respectively. equivalents:

~~Warrants~~ 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.

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are reflected at an estimated fair value on the balance sheet as determined by the Managing Member. During the respective three months ended September 30, 2018 and 2017, the Company recorded $3 thousand and $0 of unrealized gains on fair value adjustments for warrants. During the respective nine months ended September 30, 2018 and 2017, the Company recorded $10 thousand of unrealized gains and $2 thousand of unrealized losses on fair value adjustments for warrants. As of September 30, 2018 and December 31, 2017, the estimated fair value of the Company’s portfolio of warrants amounted to $159 thousand and $149 thousand, respectively. There were no exercises of warrants, net or otherwise, during the three and nine months ended September 30, 2018 and 2017. 7

~~Credit~~ Table ~~risk:~~of Contents

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents, operating lease receivables, and accounts receivable. The Company places the majority of its cash deposits in non-interest bearing accounts with financial institutions that have no less than $10 billion in assets. Such deposits are insured up to $250,000. The remainder of the Fund’s cash is temporarily invested in U.S. Treasury denominated instruments. The concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Company. Accounts receivable ~~represent~~ ATEL ~~amounts due from in various industries~~12, ~~related to equipment on operating leases.~~ LLC

~~Equipment~~ NOTES onTO ~~operating~~FINANCIAL ~~leases and related revenue recognition:~~STATEMENTS

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. Off-lease equipment is generally not subject to depreciation. The Company depreciates all lease assets, in accordance with guidelines consistent with ASC 840-20-35-3, over the periods of the lease terms contained in each asset’s respective lease contract to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (~~ASC 360-10-35-43~~Unaudited).

The Company does not use the equipment held in its portfolio, but holds it solely for lease and ultimate sale. In the course of marketing equipment that has come off-lease, management may determine at some point that re-leasing the assets may provide a superior return for investors and would then execute another lease. Upon entering into a new lease contract, management will estimate the residual value once again and resume depreciation. If, and when, the Company, at any time, determines that depreciation in value may have occurred with respect to an asset held-for-sale, the Company would review the value to determine whether a ~~material~~ Use reduction in value had occurred and recognize any appropriate impairment. All lease assets, including off-lease assets, are subject to the Company’s quarterly impairment analysis, as described below. Maintenance costs associated with the Fund’s portfolio of ~~leased assets are expensed as incurred. Major additions and betterments are capitalized.~~ estimates:

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

~~TABLE~~ Segment ~~OF CONTENTS~~reporting:

~~ATEL~~ The 12Company is organized into one operating segment for the purpose of making operating decisions or assessing performance. Accordingly, ~~LLC~~the ~~NOTES~~Company TOoperates ~~THE~~in ~~FINANCIAL~~one ~~STATEMENTS~~reportable ~~(Unaudited)~~operating segment in the United States.

2 The primary geographic region in which the Company sought leasing opportunities was North America. ~~Summary~~All of ~~significant~~the ~~accounting~~Company’s ~~policies:~~operating revenues for the three months ended March 31, 2019 and 2018, and long-lived ~~(continued)~~tangible assets

~~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~~March ~~subject to the leases~~31, ~~the~~2019 ~~needs of the lessees~~ and ~~the~~December ~~terms to be negotiated~~31, ~~but~~2018 ~~initial~~relate ~~leases are generally on terms from 36~~ to ~~120~~customers ~~months.~~domiciled ~~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~~United ~~the lease contracts for impairment and periodically reviews the credit worthiness of all operating lessees with payments outstanding less than 90 days~~States. 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, revenues are recognized on a cash basis.

~~Per~~ Accounts ~~Unit data~~receivable:

~~The~~ Accounts ~~Company~~receivable ~~issues~~represent ~~only~~the ~~one~~amounts ~~class~~billed ofunder ~~Units,~~operating ~~none~~lease ofcontracts which are ~~considered~~currently ~~dilutive.~~due ~~Net~~to ~~income and distributions per Unit are based upon~~ the ~~weighted average number of Other Members Units outstanding during the period~~Company.

~~Fair~~ Allowances ~~Value~~for ~~Measurement:~~doubtful accounts are typically established based upon their aging and historical charge off and collection experience and the creditworthiness of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received.

~~Fair~~ Accounts ~~value~~receivable ~~measurements~~are ~~and~~generally ~~disclosures~~placed ~~are~~in ~~based~~a onnon-accrual astatus ~~fair~~(i.e., ~~value~~no ~~hierarchy~~revenue asis ~~determined~~recognized) bywhen ~~significant~~payments ~~inputs~~are ~~used~~more tothan ~~measure~~90 days ~~fair~~past ~~value~~due. ~~The~~Additionally, ~~three~~management ~~levels~~periodically reviews the creditworthiness of ~~inputs~~companies ~~within~~with lease payments outstanding less than 90 days. Based upon management’s judgment, such leases may be placed in non-accrual status. Leases placed on non-accrual status are only returned to an accrual status when the ~~fair~~account ~~value~~has ~~hierarchy~~been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, revenues on operating leases are ~~defined~~recognized ason ~~follows:~~a cash basis.

~~Level~~ Investment ~~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. securities:

~~Level~~ From ~~2 – Quoted~~time ~~prices~~to ~~for~~time, ~~similar~~the ~~instruments~~Company inmay ~~active~~purchase ~~markets,~~securities ~~quoted~~of ~~prices~~its ~~for~~borrowers ~~identical~~ or ~~similar~~receive ~~instruments~~warrants in ~~markets~~connection ~~that~~with ~~are~~its ~~not~~lending ~~active, and model-based valuations in which all significant inputs are observable in the market~~arrangements.

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. 8

The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. Whenever possible, the policy is to obtain quoted market prices in active markets to estimate fair values for recognition and disclosure purposes. Where quoted market prices in active markets are not available, fair values are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including ~~discount~~ Table ~~rates and estimates~~ of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in equipment, and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources. Contents

~~Recent~~ ATEL ~~accounting~~12, ~~pronouncements:~~LLC

In NOTES ~~August~~TO ~~2018,~~FINANCIAL the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, STATEMENTS

10 (Unaudited)

~~TABLE~~ Purchased ~~OF CONTENTS~~securities

~~ATEL~~ The 12Company’s investment securities registered for public sale are carried at fair value. The Company’s investment securities with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. The Company’s investment securities that do not have readily determinable fair values are measured at cost minus impairment, ~~LLC~~and ~~NOTES~~adjusted TOfor ~~THE~~changes ~~FINANCIAL~~in ~~STATEMENTS~~observable ~~(Unaudited)~~prices. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Based upon the Company’s review of its portfolio, the Company recorded unrealized gain on investment in securities totaling $15 thousand and $31 thousand during the respective three months ended March 31, 2019 and 2018. Purchased securities totaled $136 thousand and $33 thousand as of March 31, 2019 and December 31, 2018, respectively.

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

~~modifying~~ Warrants orowned ~~adding~~by ~~certain~~the ~~disclosures.~~Company ~~The amendments in this Update~~ are ~~effective~~not ~~for~~registered ~~all entities~~ for ~~fiscal~~public ~~years~~sale, ~~and~~but ~~interim~~are ~~periods~~considered ~~within~~derivatives ~~those~~and ~~fiscal~~are ~~years,~~reflected ~~beginning~~at ~~after~~an ~~December~~estimated ~~15,~~fair ~~2019.~~value ~~The amendments~~ on ~~changes~~the inbalance ~~unrealized~~sheet ~~gains~~as ~~and~~determined ~~losses,~~by the ~~range~~Managing ~~and~~Member. ~~weighted~~During ~~average~~the ofrespective ~~significant~~three months ~~unobservable~~ended ~~inputs used to develop Level 3 fair value measurements~~March 31, 2019 and 2018, the ~~narrative~~Company ~~description~~recorded ofunrealized ~~measurement~~gain ~~uncertainty~~on ~~should~~fair bevalue ~~applied~~adjustments ~~prospectively~~ for ~~only~~warrants ~~the~~totaling ~~most~~$0 ~~recent~~and ~~interim~~$8 thousand. orAs ~~annual~~of ~~period~~March 31, 2019 ~~presented~~and inDecember 31, 2018, the ~~initial~~estimated ~~fiscal~~fair ~~year~~value of ~~adoption.~~the ~~All~~Company’s ~~other~~portfolio ~~amendments~~of ~~should~~warrants beamounted ~~applied retrospectively~~ to ~~all~~$60 ~~periods presented~~thousand ~~upon~~and ~~their~~$153 ~~effective~~thousand, ~~date~~respectively. ~~Early~~During ~~adoption~~the isfirst ~~permitted~~quarter ~~upon issuance~~ of ~~this~~2019, ~~Update.~~there Anwas ~~entity~~a isnet ~~permitted~~exercise ~~to early adopt any removed or modified disclosures upon issuance~~ of ~~this~~warrants ~~Update~~in ~~and~~exchange ~~delay adoption~~ of ~~the additional disclosures until their effective date~~securities. ~~Management~~No isexercises ~~currently evaluating the impact~~ of ~~this~~any ~~standard~~kind onoccurred during the ~~financial~~comparative ~~statements~~prior ~~and~~year ~~related disclosure requirements~~period.

In Credit ~~August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-15 — Statement of Cash Flows (Topic 230)~~risk: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 addresses specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This guidance is effective for the Company beginning on January 1, 2018. The adoption of ASU 2016-15 did not have a material ~~impact on its financial statements and disclosures.~~

~~In June 2016, the FASB issued Accounting Standards Update 2016-13,~~ Financial ~~Instruments~~instruments —that ~~Credit~~potentially ~~Losses~~subject ~~(Topic~~the ~~326)~~Company ~~(“ASU~~to ~~2016-13”).~~concentrations ~~The main objective~~ of ~~this Update is to provide financial statement users with more decision-useful information about the expected~~ credit ~~losses~~risk oninclude ~~financial~~cash ~~instruments~~ and ~~other~~cash ~~commitments~~equivalents, tooperating ~~extend~~lease ~~credit~~receivables, ~~held~~and byaccounts ~~a reporting entity at each reporting date~~receivable. ToThe ~~achieve~~Company ~~this~~places ~~objective,~~ the ~~amendments~~majority inof ~~this~~its ~~Update~~cash ~~replace~~deposits ~~the incurred loss impairment methodology~~ in ~~current~~non-interest ~~GAAP~~bearing accounts with afinancial ~~methodology~~institutions that ~~reflects~~have ~~expected~~no ~~credit~~less ~~losses~~than ~~and~~$10 ~~requires~~billion ~~consideration~~in ofassets. aSuch ~~broader~~deposits ~~range~~are ~~of reasonable~~insured ~~and~~up ~~supportable information~~ to ~~inform credit loss estimates~~$250,000. The ~~amendments~~remainder ~~affect~~of ~~entities~~the ~~holding~~Fund’s ~~financial~~cash ~~assets~~is ~~and~~temporarily ~~net~~invested ~~investment~~ in ~~leases~~U.S. ~~that~~Treasury ~~are~~denominated ~~not accounted for at fair value through net income~~instruments. The ~~amendments~~concentration ~~affect~~of ~~loans,~~such ~~debt~~deposits ~~securities,~~and ~~trade~~temporary ~~receivables,~~cash ~~net~~ investments inis ~~leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets~~ not ~~excluded~~deemed ~~from~~to ~~the~~create ~~scope~~a ~~that~~significant ~~have~~risk ~~the contractual right~~ to ~~receive~~the ~~cash~~Company. ~~ASU~~Accounts ~~2016-13~~receivable isrepresent ~~effective~~amounts ~~for~~due ~~fiscal~~from ~~years~~in ~~beginning~~various ~~after December 15~~industries, ~~2019,~~related including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to ~~estimated~~equipment ~~losses~~on ~~over~~operating ~~the contractual life adjusted for expected prepayments~~leases.

In Equipment ~~February~~under ~~2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard will require lessees to recognize lease assets and lease liabilities arising from~~ operating leases with lease terms greater than 12 months in the statement of financial position. Lessor accounting per ASU 2016-02 is mostly unchanged from the previous lease accounting under GAAP. Certain changes were made to the lessor accounting guidance in order to align the lessor accounting with the lessee accounting model and Topic 606, ~~Revenue~~net from Contracts with Customers. Similar to the previous guidance, lessors will classify leases as operating, direct financing, or sales-type. Lessors in operating leases will continue to recognize the underlying asset and ~~recognize~~related ~~income~~revenue on a straight-line basis. Lessors determine whether a lease is a sale of the underlying asset based on whether the lessee effectively obtains control of the underlying assets. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. While early adoption is permitted, the Company does not expect to elect that option. The Company expects to adopt the guidance in the first quarter 2019 using the modified retrospective method.recognition:

~~Management~~ Equipment subject to operating leases is ~~currently~~stated ~~evaluating~~at cost. Depreciation is being recognized on a straight-line method over the ~~impact~~terms of ~~this~~the ~~standard~~related onleases to the ~~financial~~equipment’s ~~statements~~estimated ~~and~~residual ~~its~~values. ~~operational~~Off-lease ~~and~~equipment ~~related~~is ~~disclosure~~generally ~~requirements~~not subject to depreciation. The Company depreciates all lease assets, ~~including~~in accordance with guidelines consistent with ASC 360‑20‑35‑3, over the ~~impact~~periods onof the ~~Company~~lease terms contained in each asset’s ~~current~~respective lease ~~portfolio~~contract ~~from~~to the estimated residual value at the end of the lease contract. All lease assets are purchased only concurrent with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Once the term of an original lease contract is completed, the subject property is typically sold to the existing user, re-leased to the existing user, or, when off-lease, is held for sale. Assets which are re-leased continue to be depreciated using the terms of the new lease agreements and the estimated residual values at the end of the new lease terms, adjusted downward as necessary. Assets classified as held-for-sale are carried at the lower of carrying amount, or the fair value less cost to sell (ASC 360‑10‑35‑43).

11 9

~~TABLE~~ Table OFof ~~CONTENTS~~Contents

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

2. NOTES ~~Summary~~TO ofFINANCIAL ~~significant accounting policies: - (continued)~~STATEMENTS

lessor perspective. As part of the adoption of the standard, the Company has selected and is in the process of implementing new lease accounting software. The Company is in the process of identifying and designing appropriate changes to its business processes, systems and controls to support the new standard. Given the limited changes to lessor accounting, Management does not expect material changes to recognition or measurement. (Unaudited)

~~In July 2018, the FASB issued Accounting Standards Update 2018-11, Leases (Topic 842) Targeted Improvements (“ASU 2018-11”).~~ The ~~new~~Company ~~standard~~does ~~provides~~not ause ~~new transition method and practical expedient to simplify~~ the ~~application~~equipment ofheld ~~the new leasing standard. Under the new transition method, comparative periods presented~~ in ~~the~~its ~~financial statements in the period of adoption will not need to be restated. Instead~~portfolio, abut ~~Company~~holds ~~would~~it ~~initially~~solely ~~apply~~for ~~the new~~ lease ~~requirements at the effective date,~~ and ~~recognize~~ultimate asale. ~~cumulative-effect~~In ~~adjustment to~~ the ~~opening~~course ~~balance~~ of ~~retained~~marketing ~~earnings~~equipment inthat ~~the~~has ~~period~~come ofoff-lease, ~~adoption.~~management ~~The~~may ~~Company would~~determine ~~continue~~at tosome ~~report~~point ~~comparative~~that ~~periods~~re-leasing ~~presented in~~ the ~~financial~~assets ~~statements~~may ~~in the period of adoption under current GAAP and~~ provide ~~the~~a ~~applicable~~superior ~~required~~return ~~disclosures~~ for ~~such~~investors ~~periods.~~and ~~The~~would ~~new~~then ~~practical~~execute ~~expedient~~another ~~allows lessors to avoid separating~~ lease. ~~and~~Upon ~~associated~~entering ~~nonlease~~into ~~components within~~ a ~~contract~~new iflease ~~certain criteria are met. If elected~~contract, ~~lessors~~management will beestimate ~~able to aggregate nonlease components that otherwise would be accounted for under~~ the ~~new~~residual ~~revenue~~value ~~standard~~once ~~with~~again ~~the associated lease component if the following conditions are met (1) the timing~~ and ~~pattern~~resume ofdepreciation. ~~transfer~~If, ~~of the nonlease component~~ and ~~the~~when, ~~associated lease component are~~ the ~~same~~Company, ~~and~~at ~~(2)~~any ~~the~~time, ~~stand-alone~~determines ~~lease~~that ~~component~~depreciation ~~would~~in bevalue ~~classified~~may ~~as an operating lease if accounted for separately. For entities that~~ have ~~not~~occurred ~~adopted~~with ~~Topic~~respect ~~842~~to ~~before~~an ~~the~~asset ~~issuance of this Update~~held-for-sale, the ~~effective~~Company ~~date~~would ~~and~~review ~~transition requirements for~~ the ~~amendments~~value ~~in this Update related~~ to ~~separating~~determine ~~components~~whether of a ~~contract~~material ~~are~~reduction ~~the~~in ~~same~~value ~~as the~~had ~~effective~~occurred ~~date~~ and ~~transition~~recognize ~~requirements~~any inappropriate ~~Update 2016-02~~impairment. ~~The~~All ~~practical~~lease ~~expedient~~assets, ~~may~~including beoff-lease ~~elected~~assets, ~~either~~are insubject ~~the~~to ~~first reporting period following~~ the ~~issuance~~Company’s ofquarterly ~~this~~impairment ~~Update~~analysis, oras atdescribed ~~the original effective date of Topic 842 for that entity~~below. ~~The~~Maintenance ~~practical~~costs ~~expedient~~associated ~~may~~with ~~be applied either retrospectively or prospectively. Management is currently evaluating~~ the ~~impact~~Fund’s portfolio of ~~the~~leased ~~standard~~assets onare ~~the~~expensed ~~financial~~as ~~statements and related disclosure requirements~~incurred. ~~The~~Major ~~Company~~additions ~~plans to adopt this guidance on January 1, 2019~~ and ~~will~~betterments ~~prospectively~~are ~~apply the new lease requirements and recognize a cumulative effect adjustment upon adoption~~capitalized. ~~The Company expects to utilize the package of practical expedients as provided in the standard.~~

In Operating ~~January~~lease ~~2016,~~revenue ~~the~~is ~~FASB~~recognized ~~issued~~on ~~Accounting~~a ~~Standards Update 2016~~straight-~~01,~~line ~~Financial~~basis ~~Instruments~~over —the ~~Overall~~term ~~(Subtopic 825-10): Recognition and Measurement~~ of ~~Financial~~the ~~Assets~~underlying ~~and Financial Liabilities (“ASU 2016- 01”)~~leases. The ~~new~~initial ~~standard~~lease ~~provides~~terms ~~guidance~~will ~~related~~vary toas accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU 2016-01, among other things, (i) requires equity investments, with certain exceptions, to ~~be measured at fair value with changes in fair value recognized in net income, (ii) simplifies~~ the ~~impairment~~ ~~assessment~~type of ~~equity~~equipment ~~investments~~subject ~~without readily determinable fair values by requiring a qualitative assessment~~ to ~~identify~~the ~~impairment~~leases, ~~(iii) eliminates~~ the ~~requirement~~needs ~~for~~of ~~public business entities to disclose~~ the ~~method(s)~~lessees and ~~significant assumptions used to estimate~~ the ~~fair~~terms ~~value that is required~~ to be ~~disclosed~~negotiated, ~~for~~but ~~financial~~initial ~~instruments~~leases ~~measured~~are atgenerally ~~amortized cost~~ on ~~the~~terms ~~balance~~from ~~sheet,~~36 ~~(iv) requires public business entities~~ to ~~use~~120 months. ~~the~~The ~~exit~~difference ~~price~~between ~~notion~~rent ~~when~~received ~~measuring the fair value of financial instruments for disclosure purposes,~~ and ~~(v)~~rental ~~requires~~revenue ~~separate~~recognized ~~presentation~~is ofrecorded ~~financial~~as ~~assets~~unearned ~~and~~operating ~~financial~~lease ~~liabilities~~income ~~by measurement category and form of financial asset~~ on the balance sheet. orOperating ~~the~~leases ~~accompanying~~are ~~notes~~generally toplaced ~~the~~in ~~financial~~a ~~statements. ASU 2016~~non-01accrual isstatus ~~effective for fiscal years beginning after December 15~~(i.e., ~~2017,~~no ~~including~~revenue ~~interim periods within those fiscal years. This guidance~~ is ~~effective~~recognized) ~~for~~when ~~the~~payments ~~Company~~are ~~beginning~~more onthan ~~January~~90 days 1,past ~~2018~~due. ~~The~~Additionally, ~~adoption~~management ofconsiders ~~ASU~~the ~~2016-01~~equipment ~~did have~~underlying anthe ~~impact~~lease oncontracts ~~its~~for ~~financial~~impairment ~~statements~~ and ~~disclosures.~~periodically ~~The~~reviews ~~Company’s~~the ~~investment~~credit ~~securities~~worthiness ~~registered~~of ~~for~~all ~~public~~operating ~~sale~~lessees with ~~readily~~payments ~~determinable~~outstanding ~~fair~~less ~~values~~than ~~are~~90 days. ~~measured~~Based atupon ~~fair~~management’s ~~value~~judgment, ~~with~~the ~~any~~related ~~changes~~operating inleases ~~fair~~may ~~value~~be ~~recognized~~placed inon ~~the~~non-accrual ~~Company's~~status. ~~results~~Leases ofplaced ~~operations.~~on ~~The~~non-accrual ~~Company~~status ~~elected~~are toonly ~~record~~returned ~~equity~~to ~~investments~~an ~~without~~accrual ~~readily~~status ~~determinable~~when ~~fair~~the ~~values~~account athas ~~cost,~~been ~~less~~brought ~~impairment,~~current and ~~adjusted~~management ~~for~~believes ~~changes~~recovery inof ~~observable~~the ~~prices.~~remaining ~~Any~~unpaid ~~changes~~lease inpayments ~~the~~is ~~basis~~probable. ofUntil ~~these~~such ~~equity~~time, ~~investments~~revenues are ~~reported~~recognized inon ~~current~~a ~~earnings.~~cash basis.

12 Initial direct costs:

~~TABLE~~ With OFthe ~~CONTENTS~~adoption of ASU No. 2016-02 certain costs associated with the execution of the company’s leases, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. In 2018 and prior, the Company capitalized initial direct costs (“IDC”) associated with the origination of lease assets. IDC includes both internal costs (e.g., the costs of employees’ activities in connection with successful lease originations) and external broker fees incurred with such originations. The costs are amortized on a lease by lease basis based on actual contract term using a straight-line method for operating leases. Upon disposal of the underlying lease assets, both the initial direct costs and the associated accumulated amortization are relieved. Costs related to leases that are not consummated are not eligible for capitalization as initial direct costs and are expensed as acquisition expense.

~~ATEL~~ Per ~~12,~~Unit ~~LLC NOTES TO THE FINANCIAL STATEMENTS (Unaudited)~~data:

2 The Company issues only one class of Units, none of which are considered dilutive. ~~Summary~~Net income and distributions per Unit are based upon the weighted average number of ~~significant~~Other ~~accounting~~Members ~~policies:~~Units -outstanding ~~(continued)~~during the period.

In Fair ~~May~~Value 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year and in August 2015, issued Revenue from Contracts with Customers (Topic 606)Measurement: ~~Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 is effective for annual~~ reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods within that reporting period. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. This guidance was effective for the Company beginning on January 1, 2018. The adoption of ASU 2014-09 did not have a material impact on the Company’s financial statements and disclosures as the new revenue guideline does not affect revenue from leases and loans, which comprise the majority of the Company’s revenues.

3 Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. ~~Investments~~The inthree ~~equipment~~levels ~~and~~of ~~leases,~~inputs ~~net~~within the fair value hierarchy are defined as follows:

~~The~~ Level 1 – ~~Company’s~~Quoted ~~investment~~prices in ~~equipment~~active ~~and~~markets ~~leases~~for ~~consists~~identical ofassets or liabilities. An active market for the ~~following~~asset (or liability is a market in ~~thousands):~~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.

	Balance December 31, 2017		Reclassifications, Additions/ Dispositions and Impairment Losses			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2018
Net investment in operating leases	$	1,652	$	(15	)	$	(197	)	$	1,440
Assets held for sale or lease, net		272		(72	)		—			200
Initial direct costs, net of accumulated amortization of $0 at September 30, 2018 and $3 at December 31, 2017		—		—			—			—
Total	$	1,924	$	(87	)	$	(197	)	$	1,640

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.

~~Impairment of investments in lease assets:~~ 10

~~Recorded~~ Table ~~values~~ of the Company’s leased asset portfolio are reviewed each quarter to confirm the reasonableness of established residual values and to determine whether there is indication that an asset impairment might have taken place. Contents

The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted ~~future~~ ATEL ~~rents from the existing lease contract~~12, if any. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying LLC

13 NOTES TO FINANCIAL STATEMENTS

~~TABLE OF CONTENTS~~ (Unaudited)

~~ATEL~~ Level 3 – ~~12,~~Valuation ~~LLC~~is ~~NOTES~~modeled TOusing ~~THE~~significant ~~FINANCIAL~~inputs ~~STATEMENTS~~that ~~(Unaudited)~~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.

3 The Company’s valuation policy is determined by members of the Asset Management, Credit and Accounting departments. ~~Investments~~Whenever possible, the policy is to obtain quoted market prices in ~~equipment~~active markets to estimate fair values for recognition and ~~leases~~disclosure purposes. Where quoted market prices in active markets are not available, ~~net:~~fair -values ~~(continued)~~are estimated using discounted cash flow analyses, broker quotes, information from third party remarketing agents, third party appraisals of collateral and/or other valuation techniques. These techniques are significantly affected by certain of the Company’s assumptions, including discount rates and estimates of future cash flows. Potential taxes and other transaction costs are not considered in estimating fair values. As the Company is responsible for determining fair value, an analysis is performed on prices obtained from third parties. Such analysis is performed by asset management and credit department personnel who are familiar with the Company’s investments in equipment, and equity securities of venture companies. The analysis may include a periodic review of price fluctuations and validation of numbers obtained from a specific third party by reference to multiple representative sources.

~~value~~ Recent onaccounting the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances. As a result of these reviews, management determined that an impairment existed and the Company recorded $229 thousand of impairment expense during the respective three and nine months ended September 30, 2017. pronouncements:

~~The~~ In ~~Company~~February ~~utilizes~~2016, athe ~~straight~~Financial ~~line~~Accounting ~~depreciation~~Standards ~~method~~Board, ~~over~~or ~~the~~FASB, ~~term~~issued ofAccounting Standards Update, or ASU, No. 2016-02, Leases. In July 2018, the ~~equipment~~FASB ~~for~~issued ~~equipment~~ASU onNo. ~~operating~~2018-10, ~~leases~~Codification ~~currently~~Improvements into ~~its~~Topic ~~portfolio~~842, Leases and ASU No. ~~Depreciation~~2018-11, ~~expense~~Leases on(Topic 842): Targeted Improvements. In December 2018, the ~~Company’s~~FASB ~~equipment~~issued ~~totaled~~ASU ~~$32~~No. ~~thousand~~2018-20, ~~and~~Leases ~~$142~~(Topic ~~thousand~~842), Narrow-Scope Improvements for ~~the~~Lessors. ~~respective~~In ~~three~~March ~~months~~2019, ~~ended~~the ~~September~~FASB 30issued ASU No. 2019-01, ~~2018~~Leases: ~~and~~Codification ~~2017~~Improvements. Collectively referred to hereafter as ASU No. 2016-02, ~~and~~these ~~$197~~standards ~~thousand~~set ~~and~~out ~~$427~~the ~~thousand~~principles for the ~~respective~~recognition, ~~nine~~measurement, ~~months~~presentation ~~ended~~and ~~September~~disclosure 30of leases for both parties to a contract to control an asset (i.e., ~~2018~~lessees and ~~2017~~lessors). The Company does not have any non-cancelable leases where it is a lessee.

~~All~~ ASU No. 2016-02 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. These standards were effective as of January 1, 2019. Upon adoption, we applied the ~~Company’s~~package ~~leased~~of ~~property~~practical ~~was~~expedients ~~acquired~~that has allowed us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases and (iii) initial direct costs for any expired or existing leases. Furthermore, we applied the optional transition method in ASU No. 2018-11, which has allowed us to initially apply the ~~years~~new ~~2008~~leases ~~through~~standard ~~2013~~at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the adoption period, although we did not have an adjustment. Additionally, our leases met the criteria in ASU No. 2018-11 to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard.

~~Operating~~ The adoption of ASU No. 2016-02 and the related improvements did not have a material impact in our financial statements. Upon adoption, (i) amounts previously recognized as lessee reimbursements and other income, for the three months ended March 31, 2019, have been classified as lease or financing income, (ii) allowances for bad debts are now recognized as a direct reduction of operating lease income, and (iii) certain costs associated with the execution of our leases:, which were previously capitalized and amortized over the life of their respective leases, are expensed as incurred. Subsequent to January 1, 2019, provisions for credit losses relating to operating leases are now included in lease income in the Company’s financial statements. Provisions for credit losses prior to January 1, 2019 were previously included in operating expenses in our financial statements and prior periods are not reclassified to conform to the current presentation.

~~Property on operating leases consists of the following (in thousands):~~ 11

	Balance December 31, 2017			Additions			Reclassifications or Dispositions			Balance September 30, 2018
Transportation	$	3,963		$	—		$	(72	)	$	3,891
Construction		2,741			—			—			2,741
Aviation		2,077			—			—			2,077
Other		104			—			—			104
		8,885			—			(72	)		8,813
Less accumulated depreciation		(7,233	)		(197	)		57			(7,373	)
Total	$	1,652		$	(197	)	$	(15	)	$	1,440

Table of Contents

~~The~~ ATEL ~~average estimated residual value for assets on operating leases was 16% and 19% of the assets’ original cost at September 30~~12, ~~2018 and December 31, 2017, respectively. There were no operating leases in non-accrual status at September 30, 2018 and December 31, 2017.~~ LLC

At NOTES ~~September~~TO ~~30,~~FINANCIAL ~~2018, the aggregate amount of future minimum operating lease payments receivable is $45 thousand all of which is due and receivable during 2018.~~ STATEMENTS

The useful lives for each category of leases is reviewed at a minimum of once per quarter. As of September 30, 2018, the respective useful lives of each category of lease assets in the Company’s portfolio are as follows (~~in years~~Unaudited):

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

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of this Update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this Update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. Management is currently evaluating the standard and expects the Update may potentially result in an increase in the allowance for credit losses given the change to estimated losses over the contractual life adjusted for expected prepayments.

4 In November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments — Credit Losses (“ASU 2018-19”). ~~Related~~The ~~party~~new ~~transactions:~~standard clarifies certain aspects of the new current expected credit losses (CECL) impairment model in ASU 2016-13. The amendment clarifies that receivables arising from operating leases are within the scope of ASC 842, rather than ASC 326; however, it will be applicable to our note receivables and direct financing leases, if any. The effective date and transition requirements in this Update are the same as the effective dates and transition requirements in Update 2016-13, as amended by this Update, which is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Management is currently evaluating the impact of the standard on the financial statements and related disclosure requirements.

~~The~~ In ~~terms~~August of2018, the ~~Operating~~FASB ~~Agreement~~issued ~~provide~~Accounting ~~that~~Standards Update 2018-13, Fair Value Measurement (“ASU 2018-13”), which amends the ~~Managing~~disclosure ~~Member~~requirements ~~and/or~~on ~~affiliates~~fair ~~are~~value ~~entitled~~measurements toin ~~receive~~Topic 820, Fair Value Measurement. This ASU modifies disclosure requirements for fair value measurements by removing, modifying or adding certain ~~fees~~disclosures. The amendments in this Update are effective for ~~equipment~~all ~~management~~entities for fiscal years, and ~~resale~~interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for ~~management~~only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the ~~Company~~additional disclosures until their effective date. Management is currently evaluating the impact of this standard on the financial statements and related disclosure requirements.

~~The~~ In ~~Operating~~August ~~Agreement~~2016, ~~allows for~~ the ~~reimbursement~~FASB ofissued ~~costs~~Accounting ~~incurred~~Standards byUpdate ~~Managing~~2016-15 — Statement ~~Member~~of ~~and/or~~Cash ~~affiliates~~Flows ~~for~~(Topic ~~providing~~230): ~~administrative~~Classification ~~services~~of toCertain ~~the~~Cash ~~Company.~~Receipts ~~Administrative~~and ~~services~~Cash ~~provided~~Payments ~~include~~(“ASU ~~Company~~2016-15”). ~~accounting,~~ASU ~~investor~~2016-15 ~~relations,~~addresses ~~legal~~specific ~~counsel~~cash ~~and~~flow ~~lease~~issues ~~and~~with ~~equipment~~the ~~documentation.~~objective ~~The~~of ~~Managing~~reducing ~~Member~~the isexisting ~~not~~diversity ~~reimbursed~~in ~~for~~practice. ~~services~~The ~~whereby~~amendments itin isthis ~~entitled~~Update toare ~~receive~~effective afor ~~separate~~fiscal ~~fee~~years asbeginning ~~compensation~~after ~~for~~December ~~such~~15, ~~services~~2017, ~~such~~and asinterim ~~management~~periods ofwithin ~~investments~~those fiscal years. ~~The~~This ~~Company~~guidance ~~would~~was beadopted ~~liable~~beginning ~~for~~on ~~certain~~January ~~future~~1, ~~costs~~2018. toThe beadoption ~~incurred~~of byASU ~~the~~2016-15 ~~Managing~~did ~~Member~~not tohave ~~manage~~a ~~the~~material ~~administrative~~impact ~~services~~on ~~provided~~its tofinancial ~~the~~statements ~~Company.~~and disclosures.

14 12

~~TABLE~~ Table OFof ~~CONTENTS~~Contents

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

4. NOTES ~~Related~~TO ~~party~~FINANCIAL ~~transactions: - (continued)~~STATEMENTS

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

~~Cost reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company~~ 3. ~~These~~Equipment ~~costs~~under ~~are~~operating ~~allocated to each managed entity based on certain criteria such as managed assets~~leases, 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. net:

The ~~Managing~~Company’s ~~Member~~equipment ~~and/or~~under ~~affiliates~~operating ~~earned fees and billed for reimbursements~~leases, ~~pursuant~~net toconsists ~~the~~of ~~Operating Agreement, during~~ the ~~three~~following ~~and nine months ended September 30, 2018 and 2017 as follows~~ (in thousands):

	Three Months Ended September 30,							Nine Months Ended September 30,
				Reclassifications,		Depreciation/
	2018			2017				2018			2017
				Additions/		Amortization
Administrative costs reimbursed to Managing Member and/or affiliates	$	14		$	39			$	99		$	130
	Balance			Dispositions and		Expense or			Balance
Asset management fees to Managing Member		13			9				42			36
	December 31,			Impairment		Amortization			March 31,
	$	27		$	48			$	141		$	166
	2018		Losses			of Leases			2019
Equipment under operating leases, net	$	1,342	$	—		$	—		$	1,342
Asset held for sale or lease, net		200		—			—			200
Total	$	1,542	$	—		$	—		$	1,542

5. Impairment ~~Non-recourse~~of ~~debt~~equipment under operating leases:

At Recorded ~~September~~values ~~30,~~of ~~2018,~~ the ~~non-recourse~~Company’s ~~debt~~leased ~~was~~asset ~~paid~~portfolio ~~off.~~are Atreviewed ~~December~~each ~~31,~~quarter ~~2017, non-recourse debt consisted of notes payable~~ to ~~financial~~confirm ~~institutions. The notes were due in monthly installments. Interest on~~ the ~~notes~~reasonableness ~~was~~of atestablished ~~fixed~~residual ~~rates~~values ~~ranging~~and ~~from 1.97%~~ to ~~2.39%~~determine ~~per~~whether ~~annum.~~there ~~The~~is ~~notes~~indication ~~were~~that ~~secured~~an byasset ~~assignments~~impairment ofmight ~~lease~~have ~~payments~~taken ~~and pledges of assets~~place.

6 The Company uses a variety of sources and considers many factors in evaluating whether the respective book values of its assets are appropriate. ~~Commitments:~~In addition, the Company may direct a residual value review at any time if it becomes aware of issues regarding the ability of a lessee to continue to make payments on its lease contract. An impairment loss is measured and recognized only if the estimated undiscounted future cash flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the residual value of the asset at the end of the asset’s lease contract and undiscounted future rents from the existing lease contract, if any. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the marketplace are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date. Upward adjustments for impairments recognized in prior periods are not made in any circumstances. As a result of these reviews, management determined that no impairment existed during the respective three months ended March 31, 2019 and 2018.

At The ~~September~~Company ~~30,~~utilizes ~~2018,~~a straight line depreciation method over the ~~Company~~term ~~had~~of nothe ~~commitments~~equipment for equipment on operating leases currently in its portfolio. No depreciation expense was charged to ~~purchase~~the fund during the first quarter of 2019 on the Company’s equipment as all lease assets have been fully depreciated down to their respective residual values. Such residual values may be reset when assets are re-issued or ~~fund~~estimated ~~investments~~to inhave ~~notes~~residual ~~receivable~~values less than previously established. Depreciation expense on the Company’s equipment totaled $115 thousand for the three months ended March 31, 2018.

7. All ~~Members~~of the Company’s ~~capital:~~leased property was acquired in the years 2008 through 2013.

~~A total of 2,992,482 Units were issued and outstanding at both September 30, 2018 and December 31, 2017. The Fund was authorized to issue up to 20,000,000 total Units.~~ 13

~~Fund~~ Table ~~distributions~~of ~~are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members.~~ Contents

~~Distributions~~ ATEL ~~to the Other Members were as follows (in thousands~~12, ~~except as to Units and per Unit data):~~ LLC

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Distributions	$	—	$	—	$	—	$	818
Weighted average number of Units outstanding		2,992,482		2,992,482		2,992,482		2,992,482
Weighted average distributions per Unit	$	—	$	—	$	—	$	0.27

NOTES TO FINANCIAL STATEMENTS

15 (Unaudited)

~~TABLE~~ Operating ~~OF CONTENTS~~leases:

~~ATEL~~ Property ~~12,~~on ~~LLC~~operating ~~NOTES~~leases TOconsists ~~THE~~of ~~FINANCIAL~~the ~~STATEMENTS~~following (~~Unaudited~~in thousands):

8. Fair value measurements:


	Balance						Balance
	December 31,				Reclassifications		March 31,
	2018		Additions		or Dispositions		2019
Transportation	$	3,842	$	—	$	—	$	3,842
Construction		1,199		—		—		1,199
Aviation		2,077		—		—		2,077
Other		104		—		—		104
		7,222		—		—		7,222
Less accumulated depreciation		(5,880)		—		—		(5,880)
Total	$	1,342	$	—	$	—	$	1,342

~~Under~~ The ~~applicable~~average ~~accounting~~estimated ~~standards,~~residual ~~fair~~ value ~~is defined as the exchange price that would be received~~ for anassets ~~asset~~on oroperating ~~paid~~leases towas ~~transfer~~21% aand ~~liability~~16% ~~(an~~of ~~exit price) in~~ the ~~principal~~assets’ ororiginal ~~most~~cost ~~advantageous~~at ~~market~~March 31, 2019 ~~for~~and ~~the~~December 31, 2018, ~~asset~~respectively. orThere ~~liability~~were inno anoperating ~~orderly~~leases ~~transaction~~on ~~between~~non-accrual ~~market~~status ~~participants~~at onMarch 31, 2019 ~~the~~and ~~measurement date~~December 31, 2018.

At ~~September 30~~March 31, ~~2018~~ 2019, the ~~Company’s~~aggregate ~~investment~~amount inof ~~securities~~future ~~and~~minimum ~~warrants~~operating ~~were~~lease ~~measured~~payments onreceivable ais ~~recurring~~$134 ~~basis.~~thousand Atall ~~December~~of ~~31,~~which ~~2017,~~is ~~only~~due ~~the~~and ~~Company’s~~receivable ~~warrants~~during ~~were measured on a recurring basis~~2019.

The ~~fair~~useful ~~value~~lives ~~adjustments~~for ~~utilized~~each category of leases is reviewed at a minimum of once per quarter. As of March 31, 2019, the ~~following~~respective ~~methodology:~~useful lives of each category of lease assets in the Company’s portfolio are as follows (in years):

Warrants (recurring)


Equipment category		Useful Life
Aviation		15 - 20
Construction		7 - 10
Transportation		7 - 10
Other		3 - 5

~~Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the period~~ 4. ~~The~~Related ~~valuation~~party of the warrants was determined using a Black-Scholes formulation of value based upon the stock price(s), the exercise price(s), the volatility of comparable venture companies, time to maturity, and a risk free interest rate for the term(s) of the warrant exercise(s). As of September 30, 2018 and December 31, 2017, the calculated fair value of the Fund’s warrant portfolio is $159 thousand and $149 thousand, respectively. Suchtransactions: ~~valuations are classified within Level 3 of the valuation hierarchy.~~

The ~~fair~~terms ~~value~~ of ~~warrants~~the ~~that~~Operating ~~were~~Agreement ~~accounted~~provide ~~for~~that onthe aManaging ~~recurring~~Member ~~basis~~and/or asaffiliates ofare ~~the~~entitled ~~three~~to ~~and~~receive ~~nine~~certain ~~months~~fees ~~ended~~for ~~September~~equipment ~~30,~~management ~~2018~~ and ~~2017~~resale and ~~classified~~for asmanagement ~~Level~~of 3the ~~are as follows (in thousands):~~ Company.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Fair value of warrants at beginning of period	$	156	$	157	$	149	$	159
Unrealized gain (loss) on fair valuation of warrants		3		—		10		(2	)
Fair value of warrants at end of period	$	159	$	157	$	159	$	157

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

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

The Company’s investment securities registered for public sale, which are recurring, with readily determinable fair values are measured at fair value with any changes in fair value recognized in the Company’s results of operations. 14

~~Factors~~ Table ~~considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications~~ of ~~the issuer’s subsequent ability to raise capital.~~Contents

~~The~~ ATEL ~~fair value of investment securities that were accounted for on a recurring basis as of the three and nine month ended September 30~~12, ~~2018 and classified as Level 1 are as follows (in thousands):~~ LLC

	Three Months Ended September 30, 2018			Nine Months Ended September 30, 2018
Fair value of investment in securities at beginning of period	$	41		$	21
Unrealized (loss) gain on fair valuation of investment in securities		(8	)		12
Fair value of investment in securities at end of period	$	33		$	33

NOTES TO FINANCIAL STATEMENTS

~~Impaired off-lease equipment~~ (~~non-recurring~~Unaudited)

~~During~~ Cost ~~2017,~~reimbursements to the Managing Member or its affiliates are based on its costs incurred in performing administrative services for the Company. ~~deemed~~These costs are allocated to each managed entity based on certain ~~off-lease~~criteria ~~equipment~~such (as managed assets), tonumber beof ~~impaired~~investors ~~and~~or ~~recorded~~contributed ~~fair~~capital ~~value~~based ~~adjustments~~upon the type of ~~$281~~cost ~~thousand~~incurred. toThe ~~reduce~~Managing Member believes that the ~~cost~~costs ~~basis~~reimbursed are the lower of (i) actual costs incurred on behalf of the ~~equipment.~~Company or (ii) the amount the Company would be required to pay independent parties for comparable administrative services in the same geographic location.

16 The Managing Member and/or affiliates earned fees and billed for reimbursements, pursuant to the Operating Agreement during the three months ended March 31, 2019 and 2018 as follows (in thousands):

TABLE OF CONTENTS


	Three Months Ended
	March 31,
	2019		2018
Administrative costs reimbursed to Managing Member and/or affiliates	$	21	$	44
Asset management fees to Managing Member		6		16
	$	27	$	60

~~ATEL~~ 5. ~~12, LLC NOTES TO THE FINANCIAL STATEMENTS (Unaudited)~~Commitments:

8. At ~~Fair~~March 31, 2019, ~~value~~the ~~measurements:~~Company -had ~~(continued)~~no commitments to purchase lease assets or fund investments in notes receivable.

~~The aforementioned adjustments were non-recurring~~ 6. ~~Under~~Members’ the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair values of such impaired equipment are classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of the assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market. capital:

~~The~~ A ~~following~~total ~~tables~~of ~~summarize~~2,992,482 ~~the~~Units ~~valuation~~were ~~techniques~~issued and ~~significant~~outstanding ~~unobservable~~at ~~inputs~~both ~~used~~March 31, 2019 ~~for the Company’s recurring~~ and ~~non-recurring~~December 31, 2018. ~~fair~~The ~~value~~Fund ~~calculation~~was ~~categorized~~authorized asto ~~Level~~issue 3up into ~~the fair value hierarchy at September 30~~20, ~~2018 and December 31~~000,000 ~~2017:~~total Units.

September 30, 2018

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.02 – $32.07

Exercise price

$0.36 – $38.64

Time to maturity (in years)

0 – 5.09

Risk-free interest rate

2.12% – 2.94%

Annualized volatility

47.73% – 80.08%

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members.

December 31, 2017

Name

Valuation Frequency

Valuation Technique

Unobservable Inputs

Range of Input Values

Warrants

Recurring

Black-Scholes formulation

Stock price

$0.02 – $14.75

Exercise price

$0.36 – $25.76

Time to maturity (in years)

0.75 – 5.84

Risk-free interest rate

1.65% – 2.25%

Annualized volatility

48.32% – 83.3%

Impaired off-lease equipment

Non-recurring

Market Approach

Third Party Agents’ Pricing

$72,525 – $200,000

Equipment Condition

Good

Distributions to the Other Members were as follows (in thousands, except as to Units and per Unit data):

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.


	Three Months Ended
	March 31,
	2019		2018
Distributions	$	1,047	$	—
Weighted average number of Units outstanding		2,992,482		2,992,482
Weighted average distributions per Unit	$	0.35	$	—

~~The Company has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance~~ 7. ~~Considerable~~Fair ~~judgment is required to interpret market data to develop the estimates of fair~~ value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. measurements:

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

~~The~~ At ~~recorded~~March 31, 2019 ~~amounts~~and ofDecember 31, 2018, the Company’s ~~cash~~investment ~~and~~in ~~cash~~securities ~~equivalents~~and ~~approximate~~warrants ~~fair~~were ~~value~~measured ~~because~~on ofa ~~the~~recurring ~~liquidity and short-term maturity of these instruments~~basis.

~~Investment in securities~~ 15

~~The~~ Table ~~Company’s~~of ~~purchased securities registered for public sale with readily determinable fair value are carried at fair value. These investment securities are valued based on their quoted market prices.~~ Contents

17 ATEL 12, LLC

~~TABLE~~ NOTES OFTO ~~CONTENTS~~FINANCIAL STATEMENTS

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

8. The ~~Fair~~fair value ~~measurements:~~adjustments -utilized ~~(continued)~~the following methodology:

~~Non-recourse~~ Warrants ~~debt~~(recurring)

~~The~~ Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried on the balance sheet at an estimated fair value at the end of the ~~Company’s~~period. ~~non-recourse~~The ~~debt~~valuation isof ~~estimated~~the warrants was determined using ~~discounted~~a ~~cash~~Black-Scholes ~~flow~~formulation ~~analyses,~~of value based upon ~~current~~the ~~market~~stock ~~borrowing~~price(s), ~~rates~~the exercise price(s), the volatility of comparable venture companies, time to maturity, and a risk free interest rate for ~~similar~~the ~~types~~term(s) of the warrant exercise(s). As of ~~borrowing~~March 31, 2019 ~~arrangements~~and December 31, 2018, the calculated fair value of the Fund’s warrant portfolio is $60 thousand and $153 thousand, respectively. Such valuations are classified within Level 3 of the valuation hierarchy.

~~Commitments~~ The fair value of warrants that were accounted for on a recurring basis as of the three months ended March 31, 2019 and ~~Contingencies~~2018 and classified as Level 3 are as follows (in thousands):

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.


	Three Months Ended
	March 31,
	2019		2018
Fair value of warrants at beginning of period	$	153	$	149
Unrealized gain on fair valuation of warrants		—		8
Warrants converted to securities		(93)		—
Fair value of warrants at end of period	$	60	$	157

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

The ~~following tables present estimated fair values of the~~ Company’s ~~financial~~investment ~~instruments~~securities inregistered ~~accordance~~for ~~with~~public ~~the~~sale, ~~guidance~~which ~~provided~~are byrecurring, ~~the~~with ~~Financial~~readily ~~Instruments~~determinable ~~Topic~~fair ~~825~~values ofare ~~the~~measured ~~FASB~~at ~~Accounting~~fair ~~Standards~~value ~~Codification~~with atany ~~September~~changes ~~30,~~in ~~2018~~fair ~~and~~value ~~December~~recognized ~~31,~~in ~~2017~~the ~~(in~~Company’s ~~thousands):~~results of operations.

	Fair Value Measurements at September 30, 2018
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,139	$	1,139	$	—	$	—	$	1,139
Investment in securities		33		33		—		—		33
Warrants, fair value		159		—		—		159		159

Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital.

	Fair Value Measurements at December 31, 2017
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	479	$	479	$	—	$	—	$	479
Warrants, fair value		149		—		—		149		149
Financial liabilities:
Non-recourse debt		103		—		—		102		102

The fair value of investment securities that were accounted for on a recurring basis as of the three months ended March 31, 2019 and 2018 classified as Level 1 are as follows (in thousands):


	Three Months Ended
	March 31,
	2019		2018
Fair value of investment in securities at beginning of period	$	27	$	21
Unrealized (loss) gain on fair valuation of investment in securities		(7)		31
Fair value of investment in securities at end of period	$	20	$	52

~~TABLE OF CONTENTS~~ 16

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of ~~equipment,~~ ATEL 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 leases12, which may be affected by the condition of the equipment, technological obsolescence and the market for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law. LLC

~~Overview~~ NOTES TO FINANCIAL STATEMENTS

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

The ~~Company~~following ~~may~~tables ~~continue~~summarize ~~until~~the ~~December~~valuation ~~31,~~techniques ~~2030.~~and ~~However,~~significant ~~pursuant~~unobservable toinputs ~~the~~used ~~guidelines~~for of the ~~Operating Agreement, the~~ Company’s ~~commenced~~recurring ~~liquidation~~and ~~phase~~non-recurring ~~activities~~fair onvalue ~~January~~calculation 1,categorized ~~2016.~~as ~~Periodic~~Level ~~distributions~~3 ~~are~~in ~~paid at~~ the ~~discretion~~fair ofvalue ~~the~~hierarchy ~~Managing~~at ~~Member.~~March 31, 2019 and December 31, 2018:

Results of Operations


March 31, 2019
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.05 - $12.92
			Exercise price	$0.36 - $38.64
			Time to maturity (in years)	1.74 - 3.76
			Risk-free interest rate	2.21% - 2.3%
			Annualized volatility	46.91% - 69.57%

The three months ended September 30, 2018 versus the three months ended September 30, 2017


December 31, 2018
	Valuation	Valuation	Unobservable	Range of
Name	Frequency	Technique	Inputs	Input Values
Warrants	Recurring	Black-Scholes formulation	Stock price	$0.02 - $14.75
			Exercise price	$0.36 - $25.76
			Time to maturity (in years)	0.75 - 5.84
			Risk-free interest rate	1.65% - 2.25%
			Annualized volatility	48.32% - 83.3%

The ~~Company~~following ~~had~~disclosure ~~net~~of ~~income~~the estimated fair value of ~~$208~~financial ~~thousand~~instruments ~~and~~is ~~net~~made ~~loss~~in ofaccordance ~~$209~~with ~~thousand~~the ~~for~~guidance provided by the ~~three~~Financial ~~months~~Instruments ~~ended~~Topic ~~September~~of 30the FASB Accounting Standards Codification. Fair value estimates, ~~2018~~methods and ~~2017~~assumptions, ~~respectively.~~set ~~Results~~forth below for the ~~third~~Company’s ~~quarter~~financial ofinstruments, ~~2018~~are ~~reflect~~made ansolely ~~increase~~to incomply ~~total~~with ~~revenues~~the ~~and~~requirements aof ~~decrease~~the inFinancial ~~total~~Instruments ~~operating~~Topic ~~expenses~~and ~~when~~should ~~compared~~be toread in conjunction with the ~~prior~~Company’s ~~year~~financial ~~period.~~statements and related notes.

~~Revenues~~ The Company has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

~~Total~~ Cash revenues for the third quarter of 2018 increased by $26 thousand, or 9%, as compared to the prior year period. Such increase was largely due to a $31 thousand, or 10%, increase in lease revenues, mainly the result of lease portfolio runoff and ~~dispositions~~cash of lease assets; and a $3 thousand increase in unrealized gain on fair value adjustment for investment in warrants; offset, in part, by an $8 thousand decrease due to unrealized loss on fair value adjustment for investment in securities. equivalents

~~Expenses~~ 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.

~~Total~~ Investment ~~expenses for the third quarter of 2018 decreased by $391 thousand, or 77%, as compared to the prior year period. The decrease~~ in total expenses was primarily the result of a $229 thousand, or 100%, decrease due to impairment losses on equipment that were recorded during the prior year period; a $110 thousand, or 77%, decrease in depreciation of operating lease assets, a result of lease portfolio runoff and disposition of lease assets; a $34 thousand, or 100%, decrease in provision for credit losses, a result of customers’ payments on their account balances; and a $25 thousand, or 64%, decrease due in costsecurities ~~reimbursements to Managing Member and affiliates, a result of a net cost allocation adjustment.~~

The ~~nine~~Company’s ~~months~~purchased ~~ended~~securities ~~September~~registered ~~30,~~for ~~2018~~public ~~versus~~sale ~~the~~with ~~nine~~readily ~~months~~determinable ~~ended~~fair ~~September~~value ~~30,~~are ~~2017~~carried at fair value. These investment securities are valued based on their quoted market prices.

~~The~~ Commitments ~~Company had net income of $560 thousand~~ and net loss of $8 thousand for the nine months ended September 30, 2018 and 2017, respectively. Results for the nine months ended September 30, 2018 reflect decreases in both total revenues and total operating expenses when compared to the prior year period. Contingencies

19 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.

~~TABLE OF CONTENTS~~ 17

~~Revenues~~ Table of Contents

~~Total~~ ATEL ~~revenues for the nine months ended September 30~~12, 2018 declined by $48 thousand, or 4%, as compared to the prior year period. Such decrease was largely due to a $64 thousand, or 85% decrease in gain on sales or disposition of investment securities and a $15 thousand, or 1% reduction in lease revenues, mainly the result of lease portfolio runoff and dispositions of lease assets; offset, in part, by a $24 thousand, favorable change in unrealized gain on fair value adjustment for investments in securities and warrants. LLC

~~Expenses~~ NOTES TO FINANCIAL STATEMENTS

Total expenses for the nine months ended September 30, 2018 decreased by $616 thousand, or 55%, as compared to the prior year period. The decrease was primarily the result of a $230 thousand, or 54%, decrease in depreciation expense, a result of lease portfolio runoff and disposition of lease assets; a $229 thousand, or 100%, decrease due to impairment losses on equipment that were recorded during the prior year period; a $79 thousand, or 188%, favorable change in the provision for credit losses, a result of timely collections on customer accounts; a $26 thousand, or 22%, decrease in professional fees related to year over year differences in timing and related billings for professional audit and tax services; and a $20 thousand, or 63%, decrease in taxes on income and franchise fees, attributed to an adjustment in estimated liability for prior year tax payments. (Unaudited)

~~Capital~~ The ~~Resources~~following tables present estimated fair values of the Company’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic 825 of the FASB Accounting Standards Codification at March 31, 2019 and ~~Liquidity~~December 31, 2018 (in thousands):

At September 30, 2018 and December 31, 2017, the Company’s cash and cash equivalents totaled $1.1 million and $479 thousand, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.


	Fair Value Measurements at March 31, 2019
	Carrying
	Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	620	$	620	$	—	$	—	$	620
Investment in securities		20		20		—		—		20
Warrants, fair value		60		—		—		60		60

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


	Fair Value Measurements at December 31, 2018
	Carrying
	Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,524	$	1,524	$	—	$	—	$	1,524
Investment in securities		27		27		—		—		27
Warrants, fair value		153		—		—		153		153

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. 18

~~Cash~~ Table ~~Flows~~of Contents

~~The~~ Item 2. Management’s ~~following~~Discussion ~~table~~and ~~sets~~Analysis ~~forth~~of ~~summary~~Financial ~~cash~~Condition ~~flow~~and ~~data~~Results ~~(in~~of ~~thousands):~~ Operations.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018			2017
Net cash provided by (used in):
Operating activities	$	237	$	169		$	659		$	648
Investing activities		11		99			104			164
Financing activities		—		(520	)		(103	)		(1,479	)
Net increase (decrease) in cash and cash equivalents	$	248	$	(252	)	$	660		$	(667	)

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

~~The three months ended September 30, 2018 versus the three months ended September 30, 2017~~ Overview

~~During~~ ATEL ~~the~~12, ~~three~~LLC ~~months~~(the ~~ended~~“Company” ~~September~~or ~~30,~~the ~~2018~~“Fund”) ~~and~~is ~~2017,~~a ~~the~~California ~~Company’s~~limited ~~primary~~liability ~~sources~~company ofthat ~~liquidity~~was ~~were~~formed ~~cash~~in ~~flows~~January ~~from~~2007 ~~its~~for ~~portfolio~~the purpose of ~~operating~~equipment ~~lease~~financing ~~contracts.~~and ~~The~~acquiring ~~Company~~equipment ~~realized~~to ~~$11~~engage ~~thousand~~in equipment leasing and ~~$99~~sales ~~thousand~~activities, ofas ~~proceeds~~well ~~from~~as ~~the~~in ~~sales~~real orestate, ~~dispositions~~growth ofcapital investment inactivities ~~securities~~and ~~during~~green technologies (the ~~respective~~“principal ~~three~~operations”), ~~months~~primarily ~~ended~~in ~~September~~the ~~30,~~United ~~2018 and 2017~~States.

~~Cash~~ The ~~was~~Company ~~used~~may tocontinue ~~pay~~until ~~distribution~~December 31, 2030. However, pursuant to the ~~Other~~guidelines ~~Members~~of ~~and~~the ~~Managing~~Operating ~~Member~~Agreement, ~~totaling~~the $0Company ~~and~~commenced ~~$404~~liquidation ~~thousand~~phase ~~for~~activities ~~the~~on ~~respective~~January ~~three~~1, ~~months~~2016. ~~ended~~Periodic ~~September~~distributions ~~30,~~are ~~2018~~paid ~~and~~at ~~2017~~the discretion of the Managing Member.

20 Results of Operations

~~TABLE~~ The OFthree months ~~CONTENTS~~ended March 31, 2019 versus the three months ended March 31, 2018

~~Cash~~ The ~~was~~Company ~~used~~had tonet ~~pay~~income ~~down~~of ~~non-recourse debt totaling~~ $0184 thousand and $~~116~~161 thousand ~~during~~for the ~~respective~~ three months ended ~~September 30~~March 31, 2019 and 2018, respectively. Results for the first quarter of 2019 reflect a decrease in total revenues and ~~2017.~~operating expenses when compared to the prior year period.

~~In addition, cash was used to pay invoices related to management fees and expenses, and other payables.~~ Revenues

~~The~~ Total revenues ~~nine~~for ~~months~~the ~~ended~~first ~~September~~quarter 30of 2019 decreased by $82 thousand, ~~2018~~or ~~versus~~20%, as compared to the ~~nine~~prior ~~months~~year ~~ended~~period. ~~September~~Such 30decrease was primarily due to a $58 thousand, ~~2017~~or 16%, decrease in revenues from operating leases, mainly the result of dispositions of lease assets; a $16 thousand, or 52%, decrease in unrealized gain on investment in securities; offset, in part, by a $9 thousand increase in gain on sales or dispositions of investment in securities.

During the nine months ended September 30, 2018 and 2017, the Company’s primary sources of liquidity were cash flows from its portfolio of operating lease contracts. The Company also realized $93 thousand and $64 thousand of proceeds from the sales of lease assets during the respective nine months ended September 30, 2018 and 2017. Expenses

~~Cash~~ Total ~~was~~expenses ~~used~~for tothe ~~pay~~first ~~distribution~~quarter of 2019 decreased by $105 thousand, or 43%, as compared to the ~~Other~~prior ~~Members~~year ~~and~~period. ~~Managing~~The ~~Member~~net decrease in expenses was primarily the result of a $115 thousand, ~~totaling~~or 100%, decrease in depreciation of operating lease assets, a result of all lease assets having been depreciated down to their respective residual values; a $023 thousand, or 52%, reduction in cost reimbursements to Managing Member and affiliates, the result of a net cost allocation adjustment; offset, in part, by a $~~1.1~~39 ~~million~~thousand, ~~for~~or ~~the~~111%, ~~nine~~increase ~~months~~in ~~ended~~provision ~~September~~for 30credit losses, ~~2018.~~due to an increase in delinquent accounts balances.

~~Cash was also used to pay down non-recourse debt totaling $103 thousand and $346 thousand during the respective nine months ended September 30, 2018 and 2017.~~ 19

In Table ~~addition,~~of ~~cash was used to pay invoices related to management fees and expenses, and other payables.~~ Contents

~~Distributions~~ Capital Resources and Liquidity

~~Beginning~~ At ~~with~~March 31, 2019 and December 31, 2018, the ~~month~~Company’s ofcash ~~February~~and ~~2008~~cash equivalents totaled $620 thousand and $1.5 million, respectively. The liquidity of the Company ~~commenced~~varies, ~~periodic~~increasing ~~distributions,~~to ~~based~~the onextent cash flows from ~~operations.~~leases ~~Such~~and ~~distributions~~proceeds ~~had~~of ~~been~~asset ~~consistently~~sales exceed expenses and decreasing as distributions are made ~~through~~to ~~July~~the ~~31,~~Members ~~2017.~~and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

~~Commitments~~ The ~~and~~primary ~~Contingencies~~source ~~and~~of ~~Off~~liquidity for the Company has been its cash flow from fixed-~~Balance~~term ~~Sheet~~leasing ~~Transactions~~activities. As the lease terms expire, the Company will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on the Company’s success in remarketing or selling the equipment as it comes off rental.

~~Commitments~~ The Company currently believes it has available adequate reserves to meet its immediate cash requirements and ~~Contingencies~~those of the next twelve months, but in the event those reserves are 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.

At Cash ~~September 30, 2018, the Company had no commitments to purchase lease assets.~~ Flows

~~Off-Balance~~ The ~~Sheet~~following ~~Transactions~~table sets forth summary cash flow data (in thousands):

None.


	Three Months Ended
	March 31,
	2019		2018
Net cash provided by (used in):
Operating activities	$	219	$	255
Investing activities		9		93
Financing activities		(1,132)		(103)
Net (decrease) increase in cash and cash equivalents	$	(904)	$	245

~~Recent~~ The ~~Accounting~~three months ~~Pronouncements~~ended March 31, 2019 versus the three months ended March 31, 2018

~~For~~ During ~~information~~the onthree ~~recent~~months ~~accounting~~ended ~~pronouncements~~March 31, 2019 ~~see~~and ~~note~~2018, 2the ~~Summary~~Company’s primary sources of ~~significant~~liquidity ~~accounting~~were ~~policies~~cash flows from its portfolio of operating lease contracts.

~~Significant~~ Cash ~~Accounting~~was ~~Policies~~used to pay distribution to the Other Members and ~~Estimates~~Managing Member, totaling $1.1 million and $0 for the three months ending March 31, 2019 and 2018, respectively. Cash was also used for repayment of non-recourse debt of $0 and $103 thousand, respectively.

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

~~The~~ Commitments ~~Company’s~~and ~~significant~~Contingencies ~~accounting~~and ~~policies are described in its Annual Report on Form 10~~Off-KBalance ~~for~~Sheet ~~the year ended December 31, 2017. There have been no material changes to the Company’s significant accounting policies since December 31, 2017.~~ Transactions

~~Item~~ Commitments ~~4. Controls~~ and ~~Procedures.~~Contingencies

~~Evaluation~~ At ofMarch 31, 2019, ~~disclosure~~the ~~controls~~Company ~~and~~had ~~procedures~~no commitments to purchase lease assets or fund investments in notes receivable.

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

21 None.

~~TABLE~~ Recent OFAccounting ~~CONTENTS~~Pronouncements

~~The~~ For ~~Company~~information ~~does not control the financial reporting process, and is solely dependent~~ on ~~the~~recent ~~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~~pronouncements, assee ~~they~~Note ~~are~~2 ~~applicable~~Summary ~~to the Company, means controls and other procedures~~ of ansignificant ~~issuer~~accounting ~~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~~policies.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Changes in internal control~~ 20

~~There~~ Table ~~were~~of no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company. Contents

22 Significant Accounting Policies and Estimates

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

~~PART~~ The IICompany’s significant accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2018. ~~OTHER~~There ~~INFORMATION~~have been no material changes to the Company’s significant accounting policies since December 31, 2018.

Item 1 4. Controls ~~Legal~~and ~~Proceedings~~Procedures.

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

~~Item~~ The 2Company’s Managing Member’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a‑15(e) and 15‑15(e)) as of the end of the period covered by this report. ~~Unregistered~~Based ~~Sales~~on the evaluation of ~~Equity~~the ~~Securities~~Company’s disclosure controls and ~~Use~~procedures, Management concluded that as of ~~Proceeds~~the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

~~None~~ 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.

~~Item~~ Changes 3.in ~~Defaults~~internal ~~Upon Senior Securities.~~control

~~None.~~ 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 March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Managing Member’s internal control over financial reporting, as it is applicable to the Company.

~~Item 4. Mine Safety Disclosures.~~ 21

~~Not~~ Table ~~Applicable.~~of Contents

~~Item 5~~ PART II. ~~Other~~OTHER ~~Information.~~INFORMATION

~~None~~ Item 1. Legal Proceedings.

~~Item~~ In 6the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Managing Member. ~~Exhibits~~In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Managing Member’s financial position or results of operations.

~~Documents~~ Item 2. Unregistered ~~filed~~Sales asof aEquity ~~part~~Securities ofand ~~this~~Use ~~report:~~of Proceeds.

1 None. ~~Financial Statement Schedules~~

~~All~~ Item 3. Defaults ~~other~~Upon ~~schedules~~Senior ~~for which provision is made in the applicable accounting regulations of the~~ Securities ~~and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted~~.

2 None. ~~Other Exhibits~~

31.1		Rule 13a-14(a)/15d-14(a) Certification of Dean L. Cash
31.2		Rule 13a-14(a)/15d-14(a) Certification of Paritosh K. Choksi
32.1		Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2		Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Item 4. Mine Safety Disclosures.

23 Not Applicable.

~~TABLE~~ Item 5. Other ~~OF CONTENTS~~Information.

~~SIGNATURES~~ None.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~ Item 6. Exhibits.

~~Date:~~ Documents ~~November~~filed 8,as ~~2018~~a part of this report:

~~ATEL~~1. ~~12,~~Financial ~~LLC(Registrant)~~Statement Schedules

~~By:ATEL~~ All ~~Financial~~other ~~Services,~~schedules ~~LLC~~for ~~Managing~~which ~~Member~~provision ofis ~~Registrant~~made ~~By:/s/~~in ~~Dean~~the L.applicable ~~CashDean~~accounting L.regulations ~~Cash Chairman~~ of the ~~Board,~~Securities ~~President~~ and ~~Chief~~Exchange ~~Executive~~Commission ~~Officer~~are ofnot ~~ATEL~~required ~~Financial~~under ~~Services,~~the ~~LLC~~related ~~(Managing~~instructions ~~Member)~~or ~~By:/s/~~are ~~Paritosh~~not ~~K. ChoksiParitosh K. Choksi Director~~applicable, ~~Executive Vice President~~ and ~~Chief~~therefore ~~Financial~~have ~~Officer~~been and Chief Operating Officer of ATEL Financial Services, LLC (Managing Member) By:/s/ Samuel SchusslerSamuel Schussler Senior Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (Managing Member)omitted.

Other Exhibits

31.1	Rule 13a‑14(a)/ 15d‑14(a) Certification of Dean L. Cash
31.2	Rule 13a‑14(a)/ 15d‑14(a) Certification of Paritosh K. Choksi
32.1	Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2	Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 10, 2019

ATEL 12, LLC

(Registrant)

		By:	ATEL Financial Services, LLC
			Managing Member of Registrant
By:	/s/ Dean L. Cash
	Dean L. Cash
	President and Chief Executive Officer of ATEL Financial Services, LLC (Managing Member)


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


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

Filing Compare · ATEL 12, LLC