Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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

For the quarterly period ended September 30, 2012


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

For the transition period from to

Commission File number 000-51858

ATEL Capital Equipment Fund XI, LLC

(Exact name of registrant as specified in its charter)


California		20-1357935
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733
(Address of principal executive offices)

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

The number of Limited Liability Company Units outstanding as of October 31, 2012 was 5,209,307.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND XI, LLC

BALANCE SHEETS

SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
(In Thousands)
(Unaudited)


	September 30, 2012		December 31, 2011
ASSETS
Cash and cash equivalents	$	1,481	$	1,416
Accounts receivable, net of allowance for doubtful accounts of $12 as of September 30, 2012 and $58 as of December 31, 2011		206		411
Notes receivable, net of unearned interest income of $131 and allowance for credit losses of $10 at September 30, 2012 and net of unearned interest income of $191 and allowance for credit losses of $2 at December 31, 2011		841		1,095
Investment in securities		227		200
Investments in equipment and leases, net of accumulated depreciation of $25,061 as of September 30, 2012 and $27,956 as of December 31, 2011		12,397		16,144
Prepaid expenses and other assets		44		10
Total assets	$	15,196	$	19,276
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	70	$	111
Accrued distributions to Other Members		551		551
Other		349		321
Non-recourse debt		4,100		5,542
Unearned operating lease income		106		166
Total liabilities		5,176		6,691
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		10,020		12,585
Total Members’ capital		10,020		12,585
Total liabilities and Members’ capital	$	15,196	$	19,276

See accompanying notes.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2012 AND 2011
(In Thousands Except for Units and Per Unit Data)
(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues:
Leasing and lending activities:
Operating leases	$	1,353		$	1,809		$	4,424		$	5,447
Direct financing leases		38			24			83			78
Interest on notes receivable		19			30			60			85
Gain on sales of lease assets and early termination of notes		75			36			275			35
Gain on sales or dispositions of securities		—			1			1			33
Unrealized gain on securities		—			—			59			—
Other		34			3			71			28
Total revenues		1,519			1,903			4,973			5,706
Expenses:
Depreciation of operating lease assets		701			1,034			2,297			3,427
Asset management fees to Managing Member and/or affiliates		79			87			251			264
Acquisition expense		30			35			42			78
Cost reimbursements to Managing Member and/or affiliates		96			120			312			354
Provision (reversal of provision) for credit losses		11			(4	)		(38	)		42
Impairment losses on equipment		221			—			255			37
Provision for losses on investment in securities		—			—			32			57
Amortization of initial direct costs		4			9			17			35
Interest expense		64			96			216			320
Professional fees		16			12			81			86
Outside services		8			10			40			25
Other		24			21			105			92
Total operating expenses		1,254			1,420			3,610			4,817
Other loss, net		(22	)		(1	)		(21	)		(1	)
Net income	$	243		$	482		$	1,342		$	888
Net income:
Managing Member	$	98		$	98		$	293		$	293
Other Members		145			384			1,049			595
	$	243		$	482		$	1,342		$	888
Net income per Limited Liability Company Unit (Other Members)	$	0.03		$	0.07		$	0.20		$	0.11
Weighted average number of Units outstanding		5,209,307			5,209,307			5,209,307			5,209,307

See accompanying notes.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2012 AND 2011
(In Thousands)
(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Operating activities:
Net income	$	243		$	482		$	1,342		$	888
Adjustments to reconcile net income to cash provided by operating activities:
Gain on sales of lease assets and early termination of notes		(75	)		(36	)		(275	)		(35	)
Depreciation of operating lease assets		701			1,034			2,297			3,427
Amortization of initial direct costs		4			9			17			35
Impairment losses on equipment		221			—			255			37
Provision (reversal of provision) for credit losses		11			(4	)		(38	)		42
Provision for losses on investment in securities		—			—			32			57
Gain on sales or dispositions of securities		—			(1	)		(1	)		(33	)
Unrealized gain on securities		—			—			(59	)		—
Changes in operating assets and liabilities:
Accounts receivable		(62	)		21			251			(5	)
Prepaid expenses and other assets		31			(7	)		(34	)		2
Accounts payable, Managing Member		20			29			(41	)		(82	)
Accounts payable, other		(89	)		23			28			64
Unearned operating lease income		(93	)		1			(60	)		(72	)
Net cash provided by operating activities		912			1,551			3,714			4,325
Investing activities:
Purchases of equipment on operating leases		—			(1,224	)		—			(1,224	)
Proceeds from sales of lease assets and early termination of notes		423			210			1,350			430
Payments of initial direct costs		(40	)		(2	)		(40	)		(2	)
Proceeds from sales or dispositions of securities		—			2			1			74
Principal payments received on direct financing leases		57			42			143			136
Principal payments received on notes receivable		87			148			246			322
Net cash provided by (used in) investing activities		527			(824	)		1,700			(264	)
Financing activities:
Repayments under non-recourse debt		(445	)		(582	)		(1,442	)		(1,880	)
Distributions to Other Members		(1,205	)		(1,204	)		(3,614	)		(3,613	)
Distributions to Managing Member		(98	)		(98	)		(293	)		(293	)
Net cash used in financing activities		(1,748	)		(1,884	)		(5,349	)		(5,786	)
Net (decrease) increase in cash and cash equivalents		(309	)		(1,157	)		65			(1,725	)
Cash and cash equivalents at beginning of period		1,790			2,424			1,416			2,992
Cash and cash equivalents at end of period	$	1,481		$	1,267		$	1,481		$	1,267
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	64		$	99		$	220		$	323
Cash paid during the period for taxes	$	4		$	2		$	49		$	31
Schedule of non-cash transactions:
Distributions payable to Other Members at period-end	$	551		$	552		$	551		$	552
Distributions payable to Managing Member at period-end	$	45		$	45		$	45		$	45
Securities acquired through conversion of warrants	$	—		$	—		$	59		$	—

See accompanying notes.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL Capital Equipment Fund XI, LLC (the “Company” or the “Fund”) was formed under the laws of the State of California on June 25, 2004. The Company was formed for the purpose of acquiring equipment to engage in equipment leasing, lending and sales activities. Also, from time to time, the Company may purchase securities of its borrowers or receive warrants to purchase securities in connection with its lending arrangements. The Managing Member or Manager of the Company is ATEL Financial Services, LLC (“AFS”), a California limited liability company. The Company may continue until December 31, 2025. Each Member’s personal liability for obligations of the Company generally will be limited to the amount of their respective contributions and rights to undistributed profits and assets of the Company.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. On May 31, 2005, subscriptions for the minimum number of Units (120,000, representing $1.2 million) had been received and AFS requested that the subscriptions be released to the Company. On that date, the Company commenced operations in its primary business (acquiring equipment to engage in equipment leasing, lending and sales activities). As of July 13, 2005, the Company had received subscriptions for 958,274 Units ($9.6 million), thus exceeding the $7.5 million minimum requirement for Pennsylvania, and AFS requested that the remaining funds in escrow (from Pennsylvania investors) be released to the Company. The Company terminated sales of Units effective April 30, 2006. Life-to-date net contributions through June 2010 totaled $52.2 million, consisting of approximately $52.8 million in gross contributions from Other Members purchasing Units under the public offering less rescissions and repurchases (net of distributions paid and allocated syndication costs, as applicable) of $636 thousand. As of September 30, 2012, 5,209,307 Units were issued and outstanding.

The Company’s principal objectives are to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Company’s invested capital; (ii) generates regular distributions to the Members of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ends December 31, 2012, and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Company is governed by its Limited Liability Company Operating Agreement (“Operating Agreement”), as amended.

Pursuant to the terms of the Operating Agreement, AFS receives compensation for services rendered and reimbursements for costs incurred on behalf of the Company (See Note 6). The Company is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

On or about December 1, 2012, the offices of the Fund and the Manager will be relocated to The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111. The telephone number for the Manager will be the same in its new location.

The Company’s unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the Managing Member, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the full year.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results of operations.

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

In preparing the accompanying unaudited financial statements, the Managing Member has reviewed events that have occurred after September 30, 2012 up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements, or adjustments thereto.

Use of estimates:

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

Segment reporting:

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

The primary geographic regions in which the Company seeks leasing opportunities are North America and Europe. The table below summarizes geographic information relating to the sources, by nation, of the Company’s total revenues for the nine months ended September 30, 2012 and 2011 and long-lived assets as of September 30, 2012 and December 31, 2011 (dollars in thousands):


	For The Nine Months Ended September 30,
	2012		% of Total			2011		% of Total
Revenue
United States	$	4,762		96	%	$	5,286		93	%
United Kingdom		211		4	%		420		7	%
Total International		211		4	%		420		7	%
Total	$	4,973		100	%	$	5,706		100	%


	As of September 30,					As of December 31,
	2012		% of Total			2011		% of Total
Long-lived assets
United States	$	12,127		98	%	$	15,782		98	%
United Kingdom		270		2	%		362		2	%
Total International		270		2	%		362		2	%
Total	$	12,397		100	%	$	16,144		100	%

Investment in securities:

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

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Purchased securities

Purchased securities are generally not registered for public sale and are carried at cost. Such securities are adjusted to fair value if the fair value is less than the carrying value and such impairment is deemed by the Managing Member to be other than temporary. Factors considered by the Managing Member in determining fair value include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. Based upon the Company’s review of its portfolio, no fair value adjustment was deemed necessary for the three months ended September 30, 2012 and 2011. During the first six months of 2012 and 2011, fair value adjustments totaling $32 thousand and $57 thousand, respectively, were recorded to reduce the cost basis of certain impaired investments.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value, as determined by the Managing Member, on the balance sheet as assets or liabilities. At September 30, 2012 and December 31, 2011, the Managing Member estimated the fair value of the warrants to be nominal in amount. During the first six months of 2012, the Company recorded $59 thousand of unrealized gains relative to the conversion of warrants associated with shares of a venture company. There were no unrealized gains recorded during the three months ended September 30, 2012 and 2011. Further, there were no such unrealized gains during the preceding six months of 2011. Gains and/or losses recognized on the net exercise of certain warrants were nominal for the three months ended September 30, 2012 and 2011, and for the first nine months of 2012. By contrast, realized gains amounted to $33 thousand during the first nine months of 2011.

Foreign currency transactions:

Foreign currency transaction gains and losses are reported in the results of operations as “other income” or “other loss” in the period in which they occur. Currently, the Company does not use derivative instruments to hedge its economic exposure with respect to assets, liabilities and firm commitments as the foreign currency transactions risks to date have not been significant. The Company’s net foreign currency translation losses totaled $22 thousand and $21 thousand for the three and nine months ended September 30, 2012. Such losses were nominal during the three and nine months ended September 30, 2011.

Per Unit data:

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

Recent accounting pronouncements:

In May 2011, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board (“IASB”) (collectively the “Boards”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP. ASU 2011-04 is effective for the first interim or annual reporting period beginning after December 15, 2011 and shall be applied prospectively. The Company adopted the provisions of ASU 2011-04 effective January 1, 2012. The fair value measurement provisions of ASU 2011-04 had no material impact on the Company’s financial position or results of operations.

3. Notes receivable, net:

The Company has various notes receivable from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are generally up to 120 months and bear interest at rates ranging from 8.42% to 11.58%. The notes are secured by the equipment financed, and mature from 2012 through 2016.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net: - (continued)

The Company had a note in non-accrual status at September 30, 2012 and December 31, 2011. The note was originally placed in non-accrual status in 2010, at which time, its term was modified to defer the repayment of principal until April 2012 while maintaining interest-only payments at the original rate of 11.58%. From April 1, 2012 well into the third quarter, the interest only payment arrangement was continued pending a final resolution of the terms of repayment. Just prior to the end of the third quarter, past due amounts were received bringing the note current at September 30, 2012. Accordingly, the note was returned to accrual status effective October 1, 2012. As of September 30, 2012, the aforementioned note reflects a principal balance outstanding of $10 thousand. The Company had previously accumulated $10 thousand of adjustments to reflect the fair value of the non-accrual note. No incremental adjustment was recorded at September 30, 2012.

For the balance sheet reporting dates reported herein, only at December 31, 2011 did the net investment in notes receivable placed in non-accrual status have any value. Such value approximated $18 thousand.

The minimum future payments receivable as of September 30, 2012 are as follows (in thousands):


Three months ending December 31, 2012	$	113
Year ending December 31, 2013		295
2014		221
2015		166
2016		187
		982
Less: portion representing unearned interest income		(131	)
		851
Less: Reserve for impairment		(10	)
Notes receivable, net	$	841

Initial direct costs (“IDC”) amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three and nine months ended September 30, 2012 and 2011 are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
IDC amortization – notes receivable	$	—	$	—	$	—	$	1
IDC amortization – lease assets		4		9		17		34
Total	$	4	$	9	$	17	$	35

4. Allowance for credit losses:

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


	Accounts Receivable Allowance for Doubtful Accounts								Valuation Adjustments on Financing Receivables				Total Allowance for Credit Losses
	Notes Receivable			Finance Leases		Operating Leases			Notes Receivable		Finance Leases
Balance December 31, 2010	$	6		$	—	$	18		$	—	$	—	$	24
(Reversal of provision) provision for credit losses		(6	)		—		40			2		—		36
Balance December 31, 2011		—			—		58			2		—		60
Provision (reversal of provision) for credit losses		—			11		(57	)		8		—		(38	)
Balance September 30, 2012	$	—		$	11	$	1		$	10	$	—	$	22

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

Accounts receivable

Accounts receivable represent the amounts billed under operating and direct financing lease contracts, and notes receivable which are currently due to the Company.

Allowances for doubtful accounts are typically established based upon their aging and historical charge off and collection experience and the creditworthiness of specifically identified lessees and borrowers, and invoiced amounts. Accounts receivable deemed uncollectible are generally charged off against the allowance on a specific identification basis. Recoveries of amounts that were previously written-off are recorded as other income in the period received. Accounts receivable are generally placed in a non-accrual status (i.e., no revenue is recognized) when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of companies with lease or note payments outstanding less than 90 days. Based upon management’s judgment, such leases or notes may be placed in non-accrual status. Leases or notes placed on non-accrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid receivable is probable. Until such time, revenues on operating leases are recognized on a cash basis. All payments received on amounts billed under direct financing leases contracts and notes receivable are applied only against outstanding principal balances.

Financing receivables

In addition to the allowance established for delinquent accounts receivable, the total allowance related solely to financing receivables also includes anticipated impairment charges on notes receivable and direct financing leases.

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

The asset underlying a direct financing lease contract is considered impaired if the estimated undiscounted future cash flows of the asset are less than its net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the asset’s expected holding period and estimates of undiscounted future rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to dispose of a significant number of the assets, if held in quantity, simultaneously or to dispose of the asset quickly.

Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated future cash flows, third party appraisals or comparable sales of similar assets as applicable based on asset type) of the asset and its carrying value on the measurement date.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

As of September 30, 2012 and December 31, 2011, the Company’s allowance for credit losses (related solely to financing receivables) and its recorded investment in financing receivables were as follows (in thousands):


September 30, 2012	Notes Receivable		Finance Leases		Total
Allowance for credit losses:
Ending balance	$	10	$	—	$	10
Ending balance: individually evaluated for impairment	$	10	$	—	$	10
Ending balance: collectively evaluated for impairment	$	—	$	—	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—	$	—	$	—
Financing receivables:
Ending balance	$	851	$	361	$	1,212
Ending balance: individually evaluated for impairment	$	851	$	361	$	1,212
Ending balance: collectively evaluated for impairment	$	—	$	—	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—	$	—	$	—


December 31, 2011	Notes Receivable		Finance Leases		Total
Allowance for credit losses:
Ending balance	$	2	$	—	$	2
Ending balance: individually evaluated for impairment	$	2	$	—	$	2
Ending balance: collectively evaluated for impairment	$	—	$	—	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—	$	—	$	—
Financing receivables:
Ending balance	$	1,097	$	237	$	1,334
Ending balance: individually evaluated for impairment	$	1,097	$	237	$	1,334
Ending balance: collectively evaluated for impairment	$	—	$	—	$	—
Ending balance: loans acquired with deteriorated credit quality	$	—	$	—	$	—

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

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

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

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

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

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

At September 30, 2012 and December 31, 2011, the Company’s financing receivables by credit quality indicator and by class of financing receivables are as follows (excludes initial direct costs) (in thousands):


	Notes Receivable				Finance Leases
	September 30, 2012		December 31, 2011		September 30, 2012		December 31, 2011
Pass	$	—	$	—	$	341	$	188
Special mention		851		1,097		20		49
Substandard		—		—		—		—
Doubtful		—		—		—		—
Total	$	851	$	1,097	$	361	$	237

As of September 30, 2012 and December 31, 2011, the Company’s impaired loans were as follows (in thousands):


	Impaired Loans
September 30, 2012	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		—		10		10		5		—
Total	$	—	$	10	$	10	$	5	$	—


	Impaired Loans
December 31, 2011	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Notes receivable	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Notes receivable		18		20		2		20		—
Total	$	18	$	20	$	2	$	20	$	—

At September 30, 2012 and December 31, 2011, investment in financing receivables is aged as follows (in thousands):


September 30, 2012	30 – 59 Days Past Due		60 – 89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	851	$	851	$	—
Finance leases		—		—		65		65		296		361		65
Total	$	—	$	—	$	65	$	65	$	1,147	$	1,212	$	65


December 31, 2011	30 – 59 Days Past Due		60 – 89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Notes receivable	$	—	$	—	$	—	$	—	$	1,097	$	1,097	$	—
Finance leases		12		6		41		59		178		237		41
Total	$	12	$	6	$	41	$	59	$	1,275	$	1,334	$	41

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Allowance for credit losses: - (continued)

As discussed in Note 3, one of the Company’s note receivable continues to be in non-accrual status at September 30, 2012 and was considered impaired relative to its payment terms. Just prior to the end of the third quarter, past due amounts were received bringing the note current at September 30, 2012. Accordingly, the note was returned to accrual status effective October 1, 2012. Through September 30, 2012, the Company had accumulated $10 thousand of adjustments to reflect the fair value of the non-accrual note. Such adjustments reduced the cost basis of the non-accrual note to zero at September 30, 2012.

At September 30, 2012 and December 31, 2011, certain investments in financing receivables with related accounts receivable past due more than 90 days were still on an accrual basis based on management’s assessment of the collectability of such receivables. However, these accounts receivable were fully reserved and included in the allowance for doubtful accounts presented above.

5. Investment in equipment and leases, net:

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


	Balance December 31, 2011		Reclassifications, Additions/ Dispositions and Impairment Losses			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2012
Net investment in operating leases	$	15,578	$	(1,569	)	$	(2,297	)	$	11,712
Net investment in direct financing leases		237		267			(143	)		361
Assets held for sale or lease, net		287		(28	)		—			259
Initial direct costs, net of accumulated amortization of $85 at September 30, 2012 and $137 at December 31, 2011		42		40			(17	)		65
Total	$	16,144	$	(1,290	)	$	(2,457	)	$	12,397

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

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. Impairment losses are recorded as an adjustment to the net investment in operating leases. During the three months ended September 30, 2012, the Company deemed certain lease and off-lease equipment to be impaired and accordingly, recorded fair value adjustments totaling $221 thousand to reduce the cost basis of the impaired equipment. By comparison, there were no fair value adjustments recorded during the three months ended September 30, 2011. During the first nine months of 2012 and 2011, the Company had recorded fair value adjustments relative to impaired equipment totaling $255 thousand and $37 thousand, respectively.

The Company utilizes a straight line depreciation method for equipment in all of the categories currently in its portfolio of operating lease transactions. Depreciation expense on the Company’s equipment was approximately $701 thousand and $1.0 million for the respective three months ended September 30, 2012 and 2011, and was approximately $2.3 million and $3.4 million for the respective nine months ended September 30, 2012 and 2011.

All of the leased property was acquired during the years 2005 through 2011.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Operating leases:

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


	Balance December 31, 2011			Additions			Reclassifications, Dispositions and Impairment Losses			Balance September 30, 2012
Transportation, rail	$	11,723		$	—		$	(97	)	$	11,626
Transportation, other		9,656			—			(239	)		9,417
Materials handling		11,374			—			(4,615	)		6,759
Mining		2,893			—			—			2,893
Aviation		1,658			—			—			1,658
Marine vessels		1,415			—			—			1,415
Manufacturing		953			—			—			953
Construction		2,241			—			(1,343	)		898
Logging and lumber		781			—			(781	)		—
Other		—			—			4			4
		42,694			—			(7,071	)		35,623
Less accumulated depreciation		(27,116	)		(2,297	)		5,502			(23,911	)
Total	$	15,578		$	(2,297	)	$	(1,569	)	$	11,712

The average estimated residual value for assets on operating leases was 21% of the assets’ original cost at both September 30, 2012 and December 31, 2011.

There were no operating lease contracts placed in non-accrual status at September 30, 2012 and December 31, 2011. However, as of September 30, 2012 and December 31, 2011, the Company had certain other leases that have related accounts receivables aged 90 days or more that have not been placed on non-accrual status. In accordance with Company policy, such receivables are fully reserved. Management continues to closely monitor these leases for any actual change in collectability status and indication of necessary valuation adjustments.

Direct financing leases:

As of September 30, 2012 and December 31, 2011, investment in direct financing leases primarily consists of materials handling, furniture and fixtures, and research equipment. The components of the Company’s investment in direct financing leases as of September 30, 2012 and December 31, 2011 are as follows (in thousands):


	September 30, 2012			December 31, 2011
Total minimum lease payments receivable	$	419		$	261
Estimated residual values of leased equipment (unguaranteed)		60			46
Investment in direct financing leases		479			307
Less unearned income		(118	)		(70	)
Net investment in direct financing leases	$	361		$	237

There were no investments in direct financing lease assets in non-accrual status at September 30, 2012 and December 31, 2011.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

At September 30, 2012, the aggregate amounts of future minimum lease payments to be received are as follows (in thousands):


	Operating Leases		Direct Financing Leases		Total
Three months ending December 31, 2012	$	875	$	94	$	969
Year ending December 31, 2013		2,961		219		3,180
2014		2,073		75		2,148
2015		1,087		31		1,118
2016		415		—		415
2017		415		—		415
Thereafter		79		—		79
	$	7,905	$	419	$	8,324

6. Related party transactions:

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

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

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

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

The Operating Agreement places an annual limit and a cumulative limit for cost reimbursements to AFS and/or affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent of the cumulative limit. As of September 30, 2012, the Company has not exceeded the annual and/or cumulative limitations discussed above.

AFS and/or affiliates earned fees and commissions, and billed for reimbursements, pursuant to the Operating Agreement as follows during each of the three and nine months ended September 30, 2012 and 2011 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Costs reimbursed to Managing Member and/or affiliates	$	96	$	120	$	312	$	354
Asset management fees to Managing Member and/or affiliates		79		87		251		264
Acquisition and initial direct costs paid to Managing Member		30		37		42		80
	$	205	$	244	$	605	$	698

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

7. Non-recourse debt:

At September 30, 2012, non-recourse debt consists of notes payable to financial institutions. The notes are due in monthly installments. Interest on the notes is at fixed rates ranging from 4.33% to 5.95%. The notes are secured by assignments of lease payments and pledges of assets. At September 30, 2012, gross lease rentals totaled approximately $4.3 million over the remaining lease terms; and the carrying value of the pledged assets is approximately $6.7 million. The notes mature from 2012 through 2015.

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

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


	Principal		Interest		Total
Three months ending December 31, 2012	$	448	$	53	$	501
Year ending December 31, 2013		1,700		155		1,855
2014		1,313		73		1,386
2015		639		17		656
	$	4,100	$	298	$	4,398

8. Borrowing facilities:

The Company participates with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions which Credit Facility includes certain financial covenants. The Credit Facility is for an amount up to $60 million and expires in June 2013. The lending syndicate providing the Credit Facility has a blanket lien on all of the Company’s assets as collateral for any and all borrowings under the Acquisition Facility, and on a pro-rata basis under the Warehouse Facility.

As of September 30, 2012 and December 31, 2011, borrowings under the facility were as follows (in thousands):


	September 30, 2012			December 31, 2011
Total available under the financing arrangement	$	60,000		$	75,000
Amount borrowed by the Company under the acquisition facility		—			—
Amounts borrowed by affiliated partnerships and Limited Liability Companies under the venture, acquisition and warehouse facilities		(1,025	)		(7,476	)
Total remaining available under the venture, acquisition and warehouse facilities	$	58,975		$	67,524

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Borrowing facilities: - (continued)

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of September 30, 2012, the aggregate amount of the Credit Facility is potentially available to the Company, subject to certain sub-facility and borrowing-base limitations. However, as amounts are drawn on the Credit Facility by each of the Company and the affiliates who are borrowers under the Credit Facility, the amount remaining available to all borrowers to draw under the Credit Facility is reduced. As the Warehousing Facility is a short term bridge facility, any amounts borrowed under the Warehousing Facility, and then repaid by the affiliated borrowers (including the Company) upon allocation of an acquisition to a specific purchaser, become available under the Warehouse Facility for further short term borrowing.

As of September 30, 2012, the Company’s Tangible Net Worth requirement under the Credit Facility was $10 million, the permitted maximum leverage ratio was not to exceed 1.25 to 1, and the required minimum interest coverage ratio was not to be less than 2 to 1. The Company was in compliance with these financial covenants under the Credit Facility with a minimum Tangible Net Worth, leverage ratio and interest coverage ratio, as calculated per the Credit Facility agreement of $10.0 million, 0.41 to 1, and 20.37 to 1, respectively, as of September 30, 2012. As such, as of September 30, 2012, the Company was in compliance with all material financial covenants, and with all other material conditions of the Credit Facility. The Company does not anticipate any covenant violations nor does it anticipate that any of these covenants will restrict its operations or its ability to procure additional financing.

Fee and interest terms

The interest rate on the Credit Facility is based on either the LIBOR/Eurocurrency rate of 1-, 2-, 3- or 6-month maturity plus a lender designated spread, or the bank’s Prime rate, which re-prices daily. Principal amounts of loans made under the Credit Facility that are prepaid may be re-borrowed on the terms and subject to the conditions set forth under the Credit Facility. At both September 30, 2012 and December 31, 2011, the Company had no outstanding borrowings under the acquisition facility.

Warehouse facility

To hold the assets under the Warehousing Facility prior to allocation to specific investor programs, a Warehousing Trust has been entered into by the Company, AFS, ALC, and certain of the affiliated partnerships and limited liability companies. The Warehousing Trust is used by the Warehouse Facility borrowers to acquire and hold, on a short-term basis, certain lease transactions that meet the investment objectives of each of such entities. Each of the leasing programs sponsored by AFS and ALC is a pro rata participant in the Warehousing Trust, as described below. When a program no longer has a need for short term financing provided by the Warehousing Facility, it is removed from participation, and as new leasing investment entities are formed by AFS and ALC and commence their acquisition stages, these new entities are added.

As of September 30, 2012, the investment program participants were ATEL Capital Equipment Fund X, LLC, the Company, ATEL 12, LLC, ATEL 14, LLC and ATEL 15, LLC. Pursuant to the Warehousing Trust, the benefit of the lease transaction assets, and the corresponding liabilities under the Warehouse Facility, inure to each of such entities based upon each entity’s pro-rata share in the Warehousing Trust estate. The “pro-rata share” is calculated as a ratio of the net worth of each entity over the aggregate net worth of all entities benefiting from the Warehousing Trust estate, excepting that the trustees, AFS and ALC, are both jointly and severally liable for the pro rata portion of the obligations of each of the affiliated partnerships and limited liability companies participating under the Warehouse Facility. Transactions are financed through this Warehouse Facility only until the transactions are allocated to a specific program for purchase or are otherwise disposed by AFS and ALC. When a determination is made to allocate the transaction to a specific program for purchase by the program, the purchaser repays the debt associated with the asset, either with cash or by means of proceeds of a draw under the Acquisition Facility, and the asset is removed from the Warehouse Facility collateral, and ownership of the asset and any debt obligation associated with the asset are assumed solely by the purchasing entity.

As of September 30, 2012, there were no borrowings under the Warehouse Facility. As of December 31, 2011, borrowings of $5.6 million were outstanding under such facility. The Company’s maximum contingent obligation on the outstanding warehouse balances at December 31, 2011 was approximately $590 thousand.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Commitments:

At September 30, 2012, the Company had no commitments to either purchase lease assets or fund loans.

10. Guarantees:

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

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

11. Members’ capital:

A total of 5,209,307 Units were issued and outstanding as of September 30, 2012 and December 31, 2011. The Fund was authorized to issue up to 15,000,000 Units. The Company terminated sales of Units effective April 30, 2006.

The Company has the right, exercisable in the Manager’s discretion, but not the obligation, to repurchase Units of a Unit- holder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Company is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund Units is made in accordance with Section 13 of the Amended and Restated Limited Liability Company Operating Agreement. The repurchase would be at the discretion of the Manager on terms it determines to be appropriate under given circumstances, in the event that the Manager deems such repurchase to be in the best interest of the Company; provided, the Company is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled.

Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the Unitholder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Distributions	$	1,205	$	1,205	$	3,614	$	3,614
Weighted average number of Units outstanding		5,209,307		5,209,307		5,209,307		5,209,307
Weighted average distributions per Unit	$	0.23	$	0.23	$	0.69	$	0.69

12. Fair value measurements:

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

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

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

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

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

At September 30, 2012 and December 31, 2011, the Company had no assets or liabilities that require measurement at fair value on a recurring basis. During the first nine months of 2012 and 2011, the Company recorded non-recurring adjustments to reflect the fair value of impaired lease and off-lease assets, notes receivable and investment securities. Amounts at September 30, 2012 and December 31, 2011 reflect the fair value of the then existing impaired assets.

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

Such fair value adjustments utilized the following methodology:

Impaired operating lease and off-lease equipment

During the third quarter of 2012, the Company deemed certain lease and off-lease equipment (assets) to be impaired and recorded fair value adjustments of $221 thousand to reduce the cost basis of the equipment. Such adjustment was in addition to $34 thousand of fair value adjustments recorded on off-lease equipment during the first six months of 2012. The adjustments are non-recurring. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of impaired lease assets are classified within Level 3 of the valuation hierarchy as the data sources utilized for the valuation of such assets reflect significant inputs that are unobservable in the market. Such valuation utilizes a market approach technique and uses inputs that reflect the sales price of similar assets sold by affiliates and/or information from third party remarketing agents not readily available in the market.

During the first nine months of 2011, the Company had recorded $37 thousand of non-recurring fair value adjustments to reduce the cost basis of certain impaired off-lease equipment. Such non-recurring fair value adjustments all occurred in the first half of 2011. The fair values of the impaired equipment were classified with Level 3 of the valuation hierarchy. No additional fair value adjustments were recorded through December 31, 2011.

Impaired notes receivable

The fair value of the Company’s notes receivable is estimated using either third party appraisals of collateral or discounted cash flow analyses based upon current market rates for similar types of lending arrangements, with adjustments for impaired loans as deemed necessary. As of September 30, 2012, the Company had an impaired note receivable which was originally placed on non-accrual in 2010 and deemed impaired in 2011. The Company has recorded fair value adjustments of $8 thousand during the first nine months of 2012, all of which were recorded during the first quarter. Such adjustments totaled $2 thousand during 2011, all of which were recorded during the third quarter of 2011. The adjustments were based upon an independent appraisal of the underlying collateral. Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair value of the impaired notes receivable was classified within Level 3 of the valuation hierarchy. Such valuation utilized a market approach technique and used inputs from third party appraisers that utilize current market transactions as adjusted for certain factors specific to the underlying collateral.

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

Impaired investment securities

The Company’s investment securities are not registered for public sale and are carried at cost. The investment securities are adjusted for impairment, if any, based upon factors which include, but are not limited to, available financial information, the issuer’s ability to meet its current obligations and indications of the issuer’s subsequent ability to raise capital. During the first quarter of 2012, the Company recorded a $32 thousand non-recurring fair value adjustment which reduced the cost basis of an investment security as of March 31, 2012. Such amount also represents the total fair value adjustments for the nine months ended September 30, 2012. The adjustment was based on an approximate 66% reduction in valuation as determined by the cash burn rate of the investee, current liquidity, and potential necessity for additional capital infusion by other venture investors.

During the first half of 2011, the Company had recorded fair value adjustments of $2 thousand and $55 thousand which reduced the cost basis of investments deemed impaired at June 30, 2011 and March 31, 2011, respectively. Such amounts also represent the total fair value adjustments for the nine months ended September 30, 2011. The non-recurring fair value adjustment at June 30, 2011 was based on an approximate 25% reduction in valuation based on the expected value of shares of the venture company as contemplated in its merger agreement terms. Subsequent to the merger, no additional impairment has been defined. The non-recurring fair value adjustment at March 31, 2011 was based on an approximate 87% reduction in valuation as determined by the cash burn rate of the investee, current liquidity, and potential necessity for additional capital infusion by other venture investors. No additional fair value adjustments were recorded through December 31, 2011.

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the fair values of the impaired investment securities are classified within Level 3 of the valuation hierarchy at both measurement periods due to the significant inputs that are unobservable in the market.

The following tables presents the fair value measurement of impaired assets measured at fair value on a non-recurring basis and the level within the hierarchy in which the fair value measurements fall at September 30, 2012 and December 31, 2011 (in thousands):


	September 30, 2012		Level 1 Estimated Fair Value		Level 2 Estimated Fair Value		Level 3 Estimated Fair Value
Assets measured at fair value on a non-recurring basis
Impaired lease and off-lease equipment	$	428	$	—	$	—	$	428
Impaired investment securities		32		—		—		32


	December 31, 2011		Level 1 Estimated Fair Value		Level 2 Estimated Fair Value		Level 3 Estimated Fair Value
Assets measured at fair value on a non-recurring basis
Impaired notes receivable, net	$	18	$	—	$	—	$	18
Impaired investment securities		15		—		—		15

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

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

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Fair value measurements: - (continued)

Cash and cash equivalents

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

Notes receivable

Investment in securities

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

Non-recourse debt

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

Commitments and Contingencies

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

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

The following table presents a summary of the carrying value and fair value by level of financial instruments not recorded at fair value on the Company’s balance sheet at September 30, 2012 and December 31, 2011 (in thousands):


	Fair Value Measurements at September 30, 2012
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	1,481	$	1,481	$	—	$	—	$	1,481
Notes receivable, net		841		—		—		841		841
Investment in securities		227		—		—		227		227
Financial liabilities:
Non-recourse debt		4,100		—		—		4,288		4,288


	December 31, 2011
	Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	1,416	$	1,416
Notes receivable, net		1,095		1,095
Investment in securities		200		200
Financial liabilities:
Non-recourse debt		5,542		5,825

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

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

Overview

ATEL Capital Equipment Fund XI, LLC (the “Company” or the “Fund”) is a California limited liability company that was formed in June 2004 for the purpose of engaging in the sale of limited liability company investment units and acquiring equipment to generate revenues from equipment leasing, lending and sales activities, primarily in the United States.

The Company conducted a public offering of 15,000,000 Limited Liability Company Units (“Units”), at a price of $10 per Unit. The offering was terminated in April 2006. During 2006, the Company completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Company has reinvested cash flow in excess of certain amounts required to be distributed to the Other Members and/or utilized its credit facilities to acquire additional equipment. Throughout the Reinvestment Period, which ends December 31, 2012, the Company anticipates continued reinvestment of cash flow in excess of minimum distributions and other obligations. The Company is governed by its Limited Liability Company Operating Agreement (“Operating Agreement”), as amended.

The Company may continue until December 31, 2025. Periodic distributions are paid at the discretion of the Managing Member.

Results of Operations

The three months ended September 30, 2012 versus the three months ended September 30, 2011

The Company had net income of $243 thousand and $482 thousand for the three months ended September 30, 2012 and 2011, respectively. Results for the third quarter of 2012 reflect a decrease in total revenues offset, in part, by a reduction in total operating expenses when compared to results for the prior year period.

Revenues

Total revenues for the third quarter of 2012 declined by $384 thousand, or 20%, as compared to the prior year period. The net reduction in total revenues was largely attributable to a decline in operating lease revenues offset, in part, by increases in gains realized on sales of lease assets and early termination of notes, and other revenue.

Total operating lease revenues declined by $456 thousand primarily as a result of continued run-off and sales of lease assets.

Gains realized on sales of lease assets and early termination of notes increased by $39 thousand largely due to a period over period increase in volume and a change in the mix of assets sold; and, other revenue increased by $31 thousand as a result of additional billings for excess wear and tear on returned equipment.

Expenses

Total expenses for the third quarter of 2012 decreased by $166 thousand, or 12%, as compared to the prior year period. The net reduction in total expenses was primarily due to decreases in depreciation expense and interest expense offset, in part, by an increase in impairment losses on equipment.

Depreciation expense decreased by $333 thousand, or 32%, largely due to run-off and sales of lease assets. Interest expense was lower by $32 thousand mainly due to a $2.1 million decline in outstanding borrowings since September 30, 2011.

Partially offsetting the aforementioned decreases in expenses was a $221 thousand increase in impairment losses on equipment. The increase in impairment losses reflects third quarter 2012 adjustments made to certain lease and off-lease equipment, including certain materials handling equipment and vehicles, deemed impaired by the Company. During the same period, the secondary market for certain materials handling equipment and vehicles deteriorated, and the reduced estimated realizable secondary market values for such items of the Company’s lease and off-lease equipment resulted in the recognition of impairment losses. The Company attributed these market conditions to the low demand for these types of assets. The Company had consulted with various third party marketing agents to help determine any necessary residual value adjustments caused by such market conditions. The Company did not consider such impairment to create any concentration of risk in its portfolio based on geographic region, type of asset, customer or industry group.

The nine months ended September 30, 2012 versus the nine months ended September 30, 2011

The Company had net income of $1.3 million and $888 thousand for the nine months ended September 30, 2012 and 2011, respectively. Results for the first nine months of 2012 reflect a decrease in total operating expenses offset, in part, by a reduction in total revenues when compared to results for the prior year period.

Revenues

Total revenues for the first nine months of 2012 declined by $733 thousand, or 13%, as compared to the prior year period. The net reduction in total revenues was largely attributable to a decrease in operating lease revenues offset, in part, by increases in gain on sales of lease assets and early termination of notes, unrealized gain on investment securities, and other revenue.

Total operating lease revenues declined by $1.0 million primarily as a result of continued run-off and sales of lease assets.

The aforementioned decreases in revenue were partially offset by increases in gain on sales of lease assets and early termination of notes, unrealized gain on investment securities, and other revenue totaling $240 thousand, $59 thousand and $43 thousand, respectively. The increase in gain on sales of lease assets and early termination of notes was largely due to a period over period increase in volume and a change in the mix of assets sold. The unrealized gain recorded during the current year period relates to recognized gains resulting from the exercise of warrants to obtain shares in a venture company. There were no such unrealized gains during the prior year period. Finally, the increase in other revenue reflects additional billings for excess wear and tear on returned equipment

Expenses

Total expenses for the first nine months of 2012 decreased by $1.2 million, or 25%, as compared to the prior year period. The net reduction in total expenses was primarily due to decreases in depreciation expense, interest expense and the provision for credit losses offset, in part, by an increase in impairment losses on equipment.

Depreciation expense decreased by $1.1 million, or 33%, largely due to run-off and sales of lease assets. Interest expense was reduced by $104 thousand as a result of a $2.1 million decline in outstanding borrowings since September 30, 2011; and, the net provision for credit losses declined by $80 thousand largely due to a period over period increase in recovery of amounts previously reserved.

The aforementioned decreases in expenses were partially offset by a $218 thousand increase in impairment losses on equipment. The increase in impairment losses on equipment was largely due to incremental fair value adjustments recorded during the third quarter of 2012 relative to certain impaired lease and off-lease equipment, including certain materials handling equipment and vehicles.

Capital Resources and Liquidity

At September 30, 2012 and December 31, 2011, the Company’s cash and cash equivalents totaled $1.5 million and $1.4 million, respectively. The liquidity of the Company varies, increasing to the extent cash flows from leases and proceeds of asset sales exceed expenses and decreasing as lease assets are acquired, as distributions are made to the Members and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

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

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

If inflation in the general economy becomes significant, it may affect the Company in as much as the residual (resale) values and rates on re-leases of the Company’s leased assets may increase as the costs of similar assets increase. However, the Company’s revenues from existing leases and notes would not increase as such rates are generally fixed for the terms of the leases and notes without adjustment for inflation. In addition, if interest rates increase significantly under such circumstances, the rates that the Company can obtain on future lease or financing transactions will be expected to increase as the cost of capital is a significant factor in the pricing of leases and investments in notes receivable. Leases and notes already in place, for the most part, would not be affected by changes in interest rates.

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. AFS envisions no such requirements for operating purposes.

Cash Flows

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net cash provided by (used in):
Operating activities	$	912		$	1,551		$	3,714		$	4,325
Investing activities		527			(824	)		1,700			(264	)
Financing activities		(1,748	)		(1,884	)		(5,349	)		(5,786	)
Net (decrease) increase in cash and cash equivalents	$	(309	)	$	(1,157	)	$	65		$	(1,725	)

The three months ended September 30, 2012 versus the three months ended September 30, 2011

During the three months ended September 30, 2012 and 2011, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company also realized $423 thousand and $212 thousand of cash flows from the sale or disposition of equipment and early termination of certain notes, and the disposition of investment securities during the respective three months ended September 30, 2012 and 2011.

During the same periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $1.3 million for each of the three-month periods ended September 30, 2012 and 2011. In addition, cash was also used to pay down $445 thousand and $582 thousand of debt during the respective three months ended September 30, 2012 and 2011; and, to pay invoices related to management fees and expenses.

The nine months ended September 30, 2012 versus the nine months ended September 30, 2011

During the nine months ended September 30, 2012 and 2011, the Company’s primary sources of liquidity were cash flows from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable. In addition, the Company also realized $1.4 million and $504 thousand of cash flows from the sale or disposition of equipment and early termination of certain notes, and the disposition of investment securities during the respective nine months ended September 30, 2012 and 2011.

During the same periods, cash was primarily used to pay distributions to both the Other Members and the Managing Member, totaling $3.9 million for each of the first nine months of 2012 and 2011. Cash was also used to pay down $1.4 million and $1.9 million of debt during the respective nine months ended September 30, 2012 and 2011; and, to pay invoices related to management fees and expenses.

Revolving credit facility

Compliance with covenants

The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company and affiliates were in compliance with all covenants under the Credit Facility as of September 30, 2012. The Company considers certain financial covenants to be material to its ongoing use of the Credit Facility and these covenants are described below.

Material financial covenants

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

The material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10 million
Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.25 to 1
Collateral Value: Collateral value under the Warehouse Facility must be no less than the outstanding borrowings under that facility.
EBITDA to Interest Ratio: Not to be less than 2 to 1 for the four fiscal quarters just ended.

“EBITDA” is defined under the Credit Facility as, for the relevant period of time (1) gross revenues (all payments from leases and notes receivable) for such period minus (2) expenses deducted in determining net income for such period plus (3) to the extent deducted in determining net income for such period (a) provision for income taxes and (b) interest expense, and (c) depreciation, amortization and other non-cash charges. Extraordinary items and gains or losses on (and proceeds from) sales or dispositions of assets outside of the ordinary course of business are excluded in the calculation of EBITDA. “Tangible Net Worth” is defined as, as of the date of determination, (i) the net worth of the Company, after deducting therefrom (without duplication of deductions) the net book amount of all assets of the Company, after deducting any reserves and other amounts for assets which would be treated as intangibles under GAAP, (U.S Generally Accepted Accounting Principles) and after certain other adjustments permitted under the agreements.

The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. As of September 30, 2012, the Company’s Tangible Net Worth requirement under the Credit Facility was $10 million, the permitted maximum leverage ratio was 1.25 to 1, and the required minimum interest coverage ratio (EBITDA/interest expense) was 2 to 1. The Company was in

compliance with each of these financial covenants with a minimum Tangible Net Worth, leverage ratio and (EBITDA) interest coverage ratio, as calculated per the Credit Facility agreement of $10.0 million, 0.41 to 1, and 20.37 to 1, respectively, as of September 30, 2012. As such, as of September 30, 2012, the Company was in compliance with all such material financial covenants.

Reconciliation to GAAP of EBITDA

For purposes of compliance with the Credit Facility covenants, the Company uses a financial calculation of EBITDA, as defined therein, which is a non-GAAP financial performance measure. The EBITDA is utilized by the Company to calculate its debt covenant ratios.

The following is a reconciliation of net income to EBITDA, as defined in the loan agreement, for the twelve months ended September 30, 2012 (in thousands):


Net income – GAAP basis	$	1,865
Interest expense		306
Depreciation of operating lease assets		3,285
Amortization of initial direct costs		25
Reversal of provision for credit losses		(44	)
Provision for losses on investment securities		32
Impairment losses on equipment		255
Principal payments received on direct financing leases		189
Principal payments received on notes receivable		321
EBITDA (for Credit Facility financial covenant calculation only)	$	6,234

Events of default, cross-defaults, recourse and security

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

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

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

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

Non-Recourse Long-Term Debt

As of September 30, 2012, the Company had non-recourse long-term debt totaling $4.1 million. Such non-recourse notes payable do not contain any material financial covenants. The notes are secured by a lien granted by the Company to the non-recourse lenders on (and only on) the discounted lease transactions. The lenders have recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items.

For detailed information on the Company’s debt obligations, see Notes 7 and 8 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).

Distributions

The Company commenced periodic distributions, based on cash flows from operations, beginning with the month of September 2005. Such distributions have been consistently made through September 30, 2012.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At September 30, 2012, the Company had no commitments to purchase lease assets or fund loans.

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

Information regarding relevant recent accounting pronouncements is included in Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part I, Item 1, Financial Statements (Unaudited).

Critical Accounting Policies and Estimates

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

The Company’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2011. There have been no material changes to the Company’s critical accounting policies since December 31, 2011.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

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

The Company does not control the financial reporting process, and is solely dependent on the Management of the Managing Member, which 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 applicable to the Company, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the Managing Member’s internal control over financial reporting, as it is applicable to the Company, during the quarter ended September 30, 2012 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Documents filed as a part of this report:

Financial Statement Schedules

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been 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

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly
Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”


Part I. Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2012 and December 31, 2011			3
Statements of Income for the three and nine months ended September 30, 2012 and 2011			4
Statements of Changes in Members’ Capital for the year ended December 31, 2011 and for the nine months ended September 30, 2012			5
Statements of Cash Flows for the three and nine months ended September 30, 2012 and 2011			6
Notes to the Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 4. Controls and Procedures			28
Part II. Other Information			29
Item 1. Legal Proceedings			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3. Defaults Upon Senior Securities			29
Item 4. Mine Safety Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			29


	Other Members					Managing Member
	Units		Amount			Managing Member			Total
Balance December 31, 2010		5,209,307	$	16,384		$	—		$	16,384
Distributions to Other Members ($0.93 per Unit)		—		(4,819	)		—			(4,819	)
Distributions to Managing Member		—		—			(391	)		(391	)
Net income		—		1,020			391			1,411
Balance December 31, 2011		5,209,307		12,585			—			12,585
Distributions to Other Members ($0.69 per Unit)		—		(3,614	)		—			(3,614	)
Distributions to Managing Member		—		—			(293	)		(293	)
Net income		—		1,049			293			1,342
Balance September 30, 2012		5,209,307	$	10,020		$	—		$	10,020

Form 10-Q

For the quarterly period ended September 30, 2012

For the transition period from to

Commission File number 000-51858

ATEL Capital Equipment Fund XI, LLC

DOCUMENTS INCORPORATED BY REFERENCE

ATEL CAPITAL EQUIPMENT FUND XI, LLC Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND XI, LLC

BALANCE SHEETS

SEPTEMBER 30, 2012 AND DECEMBER 31, 2011(In Thousands) (Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (In Thousands Except for Units and Per Unit Data)(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2011AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (In Thousands Except for Units and Per Unit Data) (Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

STATEMENTS OF CASH FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (In Thousands) (Unaudited)

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

1. Organization and Limited Liability Company matters:

2. Summary of significant accounting policies:

Basis of presentation:

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

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

Use of estimates:

Segment reporting:

Investment in securities:

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

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

Purchased securities

Warrants

Foreign currency transactions:

Per Unit data:

Recent accounting pronouncements:

3. Notes receivable, net:

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

3. Notes receivable, net: - (continued)

4. Allowance for credit losses:

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

4. Allowance for credit losses: - (continued)

Accounts receivable

Financing receivables

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

4. Allowance for credit losses: - (continued)

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

4. Allowance for credit losses: - (continued)

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

4. Allowance for credit losses: - (continued)

5. Investment in equipment and leases, net:

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

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

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

Operating leases:

Direct financing leases:

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

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

6. Related party transactions:

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

7. Non-recourse debt:

8. Borrowing facilities:

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

8. Borrowing facilities: - (continued)

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

9. Commitments:

10. Guarantees:

11. Members’ capital:

12. Fair value measurements:

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

12. Fair value measurements: - (continued)

Impaired operating lease and off-lease equipment

Impaired notes receivable

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

12. Fair value measurements: - (continued)

Impaired investment securities

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

12. Fair value measurements: - (continued)

Cash and cash equivalents

ATEL CAPITAL EQUIPMENT FUND XI, LLC

Index

SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
(In Thousands)
(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2012 AND 2011
(In Thousands Except for Units and Per Unit Data)
(Unaudited)

FOR THE YEAR ENDED DECEMBER 31, 2011
AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2012
(In Thousands Except for Units and Per Unit Data)
(Unaudited)

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2012 AND 2011
(In Thousands)
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND XI, LLC
(Registrant)