UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2015

 

OR

 

¨

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: 000-53904

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		26-3291543
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

 

225 Franklin St, 17th Floor, Suite 1740

Boston, Massachusetts 02110

(Address of Principal Executive Offices) (Zip Code)

 

(617) 457-0645

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report): N/A

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 ¨

 

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-accelerated Filer ¨	Smaller Reporting Company x

 

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

 

There were 9,371,480 shares of limited liability company membership interests outstanding at May 14, 2015.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

Table of Contents

 

Part I.	Financial Information
Item 1.	Financial Statements
	Balance Sheets as of March 31, 2015 and December 31, 2014 (Unaudited)	3
	Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	4
	Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	5
	Statement of Changes in Members’ Equity for the Three Months Ended March 31, 2015 (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
Part II.	Other Information
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
	Signatures	20

 

Macquarie Equipment Leasing Fund, LLC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Equipment Leasing Fund, LLC.

 

 

Part I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

BALANCE SHEETS 

(Unaudited)

 

		March 31, 2015				December 31, 2014
ASSETS
Current Assets
Cash and cash equivalents		$	4,967,836			$	5,707,071
Restricted cash			1,292,892				1,248,967
Net investment in finance lease			714,479				686,558
Loan receivables			522,263				532,987
Participation interest - loan receivable (related party)			5,003,479				3,312,965
Lease receivables			150,050				-
Maintenance reserve and other receivables			95,923				92,390
Other assets			1,260				5,038
Total Current Assets			12,748,182				11,585,976
Non-current Assets
Net investment in finance lease			3,335,874				3,541,973
Leased equipment at cost (net of accumulated depreciation of $14,106,509 and $12,977,988, respectively)			63,250,615				64,379,136
Total Non-current Assets			66,586,489				67,921,109
Total Assets		$	79,334,671			$	79,507,085
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Fees payable (related party)		$	148,028			$	7,433
Deferred finance and rental income			1,144,579				1,131,590
Distribution payable			637,472				638,436
Other payables			191,697				235,802
Total Current Liabilities			2,121,776				2,013,261
Non-current Liabilities
Maintenance reserve			1,350,389				1,292,892
Other payables			672,281				672,281
Total Non-current Liabilities			2,022,670				1,965,173
Total Liabilities		$	4,144,446			$	3,978,434
Commitments and Contingencies (Note 10)
Members' Equity
Shares of membership interests, $10.00 par value as may be reduced (i) under a distribution reinvestment plan, (ii) for volume discounts, or (iii) for reductions in selling commissions
Authorized: 15,800,500 shares;
Issued and outstanding: 9,382,122 shares as of March 31, 2015 and 9,396,317 shares as of December 31, 2014, net of repurchases of 275,995 and 261,800, respectively			63,249,293				63,361,376
Accumulated surplus			11,940,932				12,167,275
Total Members’ Equity			75,190,225				75,528,651
Total Liabilities and Members’ Equity		$	79,334,671			$	79,507,085

 

See accompanying notes to Financial Statements.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC
STATEMENTS OF OPERATIONS
(Unaudited)

 

		Three Months Ended
		March 31, 2015				March 31, 2014
REVENUE
Finance and rental income			3,090,834				3,109,708
Net gain on sale of leased equipment			-				51,445
Interest income			12,067				-
Interest income (related party)			23,550				-
Other income			23,854				1,099
Total revenue			3,150,305				3,162,252
EXPENSES
Operating expenses (related party)			123,568				123,704
Management fees (related party)			160,044				166,014
Depreciation			1,128,521				1,234,320
Other expenses			113,800				132,789
Total expenses			1,525,933				1,656,827
Net income		$	1,624,372			$	1,505,425
Basic and diluted earnings per share		$	0.17			$	0.16
Weighted average number of shares outstanding: basic and diluted			9,382,122				9,449,821

 

See accompanying notes to Financial Statements.

 

  

MACQUARIE EQUIPMENT LEASING FUND, LLC
STATEMENTS OF CASH FLOWS
(Unaudited)

 

		Three Months Ended
		March 31, 2015				March 31, 2014
Cash flow from operating activities:
Net income		$	1,624,372			$	1,505,425
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			1,128,521				1,234,320
Net gain on sale of leased equipment			-				(51,445	)
Changes in operating assets and liabilities:
Fees payable (related party)			140,595				171,766
Lease receivables			(150,050	)			75,585
Interest receivable (related party)			15,246				-
Net investment in finance lease			178,178				257,786
Other receivables			10,039				(74,104	)
Other payables			(44,105	)			99,849
Deferred finance and rental income			12,989				4,996
Other assets			3,778				(133,142	)
Net cash provided by operating activities			2,919,563				3,091,036
Cash flow from investing activities:
Purchase of equipment			-				(1,172,750	)
Investment in capital leased equipment			-				(2,118,732	)
Participation interest - loan receivable (related party)			(4,995,979	)			-
Repayment of loan by affiliates			3,290,219				-
Repayment of loan by others			10,724				-
Restricted cash			(43,925	)			(50,504	)
Security deposit			-				90,000
Net cash used in investing activities			(1,738,961	)			(3,251,986	)
Cash flow from financing activities:
Distribution paid to members			(1,851,679	)			(1,864,431	)
Repurchase of shares			(112,083	)			(100,226	)
Maintenance reserve			43,925				50,504
Net cash used in financing activities			(1,919,837	)			(1,914,153	)
Net decrease in cash and cash equivalents			(739,235	)			(2,075,103	)
Cash and cash equivalents, beginning of the period			5,707,071				9,090,632
Cash and cash equivalents, end of the period		$	4,967,836			$	7,015,529
Supplemental disclosures of cash flow information
Non cash investing and financing activities
Maintenance reserve		$	13,571			$	(36,809	)
Accrued purchase of equipment		$	-			$	41,267
Proceeds receivable from sale of equipment		$	-			$	70,953
Distribution Payable		$	637,472			$	641,920

 

See accompanying notes to Financial Statements.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENT OF CHANGES IN MEMBERS' EQUITY

(Unaudited)

 

						Membership interests								Accumulated surplus
		Members' shares				Additional members (1)				Managing member				Additional members (1)				Managing member				Total
Balance at December 31, 2014			9,396,317			$	62,410,244			$	951,132			$	12,047,939			$	119,336			$	75,528,651
Repurchase of shares			(14,195	)			(112,083	)			-												(112,083	)
Distribution to members			-				-				-				(1,818,800	)			(31,915	)			(1,850,715	)
Net income			-				-				-				1,596,361				28,011				1,624,372
Balance at March 31, 2015			9,382,122			$	62,298,161			$	951,132			$	11,825,500			$	115,432			$	75,190,225

 

(1)

Additional members represent all members other than the Managing member.

 

See accompanying notes to Financial Statements.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)

 

1. ORGANIZATION AND BUSINESS OPERATIONS

 

Macquarie Equipment Leasing Fund, LLC, a Delaware limited liability company (the “Fund” or the “Company”), was formed on August 21, 2008 for the purpose of being an equipment leasing program that will acquire a diversified portfolio of equipment, equipment leases and other equipment-related investments. The majority of the equipment is to be leased to corporate clients. The Fund’s objective is to generate income through the collection of lease rentals and other revenues, as well as through the sale of leased and off lease equipment and other portfolio investments. The Fund’s fiscal year end is December 31. 

 

The manager of the Fund is Macquarie Asset Management Inc. (the “Manager” or the “Managing member”), a member of the Macquarie Group of Companies which is comprised of Macquarie Group Limited and its subsidiaries and affiliates worldwide (the “Macquarie Group”). Macquarie Group Limited is headquartered in Australia and is listed on the Australian Stock Exchange. The Manager has made a total of $1,505,000 in capital contributions to the Fund. The Manager earns fees by providing or arranging all services necessary and desirable for the operations of the Fund, including those relating to equipment acquisitions and disposals, equipment loans, asset management and administrative, reporting and regulatory services. The Fund reimburses the Manager for costs incurred for managing the Fund and the Fund’s portfolio of equipment, equipment lease and loans, and other equipment-related investments. The Fund has one reportable segment, all information and disclosures herein are related to that segment.

 

The initial closing date for the Fund was March 5, 2010, the date at which the Fund raised over $2,500,000 and reached the minimum offering amount. The Fund’s offering period ceased on March 19, 2012 and the operating period commenced on that date.

 

This report covers the three months ended March 31, 2015 and 2014, respectively.

 

The accompanying unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Fund’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on February 18, 2015.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting and Use of Estimates

 

The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This 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. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Fund considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are maintained with one financial institution, which at times may be in excess of federal insurance limits.

 

Restricted Cash

 

Restricted cash consists of cash collected from the lessee of the CRJ 700 ER aircraft for maintenance costs.

 

Income Taxes

 

The Fund is treated as a partnership for federal and state income tax purposes. As a partnership, the Fund is not subject to federal and state income taxes, while each member will be individually liable for income taxes, if any, on their share of net taxable income from the Fund. Interest, dividends and other income realized by the Fund may be subject to withholding tax in the jurisdiction in which the income is sourced.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

Leased Equipment at Cost

 

Investment in leased equipment is stated at cost less accumulated depreciation. Leased equipment is depreciated on a straight-line basis over the lease term to the assets’ residual value. Initial direct costs (such as freight, installation, acquisition fees and expenses, legal fees and inspection fees) associated with the leases are capitalized as part of the cost of the leased equipment and depreciated over the lease term.

 

The lease term from the acquisition date by the Fund of each item of equipment is as follows:

 

		Lease
		term (in years)
Aircraft engines (2 x CFM56-7B jet engines)			9
Aircraft Bombardier CRJ 700 ER			2
Aircraft (Airbus model A320-200)			2.5
Self-serve checkout equipment			5
Flat bed rail cars			5
Racetrack equipment			4
Smart safes			5
Machine tool equipment			5

 

The residual value and useful life are determined by the Fund’s Manager and are calculated using information from both internal (i.e. from affiliates) and external sources, such as trade publications, industry valuers, auction data, internal and external sales data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical assets. Once an asset comes off lease or is re-leased, the Fund reassesses its useful life and residual value.

 

Costs incurred in extending the useful life and/or increasing the resale value of leased equipment are capitalized into the cost of an asset. No such costs have been incurred to date.

 

If the equipment is returned at the end of a lease term and the lessee has not met the return conditions as set out in the lease, the Fund is entitled, in certain cases, to additional compensation from the lessee. The Fund’s accounting policy for recording such payments is to treat the payments as revenue. No such payments were received for the three months ended March 31, 2015 and 2014, respectively. 

 

The lessee is generally responsible for the ongoing maintenance costs of the equipment under net lease arrangements. 

 

The significant operating lease assets in the Fund’s portfolio are reviewed for impairment at least annually or when indicators of impairment exist. An impairment loss will be recognized only if the carrying value of a long-lived asset is not recoverable and exceeds its fair market value. The Manager’s assessment for impairment (i.e. undiscounted cash flows used in the recoverability assessment) includes review of published values for similar assets, recent transactions for similar assets, lease terms, asset condition, adverse changes in market conditions for specific asset types and the occurrence of significant adverse changes in general industry and market conditions that could affect the fair value of the asset. No impairment charges were recorded for the three months ended March 31, 2015 and 2014, respectively.

 

Net investment in Finance Lease

 

If a lease meets specific criteria under ASC 840 at its inception, the Fund recognizes the lease as a net investment in finance lease on its balance sheet. Net investment in finance leases consist of lease receivables plus the estimated unguaranteed residual value of the leased equipment on the lease termination date, less the unearned income. 

 

The residual values of the Fund’s significant finance lease assets are reviewed at least annually. If the review results in a lower estimate than had been previously established, the Fund will determine whether the decline in the estimated residual value is other than temporary. If the decline in estimated residual value is judged to be other than temporary, the accounting for the transaction shall be revised using the changed estimate and the resulting reduction in the net investment shall be recognized as a loss in the period in which the estimate is changed. An upward adjustment of a leased asset’s estimated residual value shall not be made.

 

Loans receivable

 

Loans receivable are reported on the Fund’s balance sheet at the outstanding principal balance, plus costs incurred to originate the loans. Unearned income, discounts and premiums are amortized to interest income in the Statement of Operations using the effective interest method. Interest receivable related to the unpaid principal is recorded in the carrying amount of the loan. Upon the repayment of a loan receivable, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as part of interest income in the statement of operations.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

Loans with related parties are disclosed separately in the Fund’s financial statements. See Note 5 for disclosures relating the Fund’s participating interest in a loan receivable.

 

Due to the short term nature of the Fund’s outstanding loans receivable (all outstanding loans have maturities less than one year) the cost approximates the fair value of the loans.

 

Maintenance Reserve

 

Under the lease agreement for the Fund’s Bombardier CRJ 700 ER aircraft, the lessee is responsible for the costs of major maintenance on the components of the aircraft, including the engines, airframe, auxiliary power unit and landing gear at an approved maintenance facility in accordance with the manufacturer’s recommended maintenance guidelines. The lessee is required to pay the Fund for maintenance, calculated monthly, which is based on the prior month’s flight hours and flight cycles. These payments are set aside for future maintenance costs and are recognized as restricted cash on the Fund’s Balance Sheet when paid by lessee. As the maintenance is performed, and to the extent that the lessee has met all of its obligations under the lease, the lessee is reimbursed for costs incurred up to, but not exceeding, the related payments the Fund receives from the lessee for maintenance. At the completion of each major maintenance event, the difference between the liability and reimbursement paid to the lessee is recorded as revenue if management is satisfied that the remaining reserve is considered sufficient to cover future maintenance or repairs. No such payments were made during the three months ended March 31, 2015 and 2014, respectively.

 

Cash is only collected for maintenance costs on the Fund’s CRJ 700 ER aircraft.

 

Revenue Recognition

 

At inception of a finance lease the Fund records the total minimum lease payments receivable from the lessee, the estimated unguaranteed residual value of the equipment at lease termination, the initial direct costs related to the lease, and the related unearned income. Unearned income represents the total minimum lease payments receivable plus the estimated unguaranteed residual value minus the cost of the leased equipment. Unearned income is recognized as finance income over the term of the lease using the effective interest rate method.

 

For operating leases, rental income is recognized on a straight-line basis over the lease term. From time to time, the Fund receives rental payments in advance. These advance payments are recognized on the Fund's Balance as deferred revenue and recognized as income in the month they are earned. 

 

Gains or losses from sales of leased and off lease equipment are recorded on a net basis in the Fund’s Statements of Operations, there were no such sales during the three months ended March 31, 2015. The Fund recognized a gain on sale leased equipment of $51,445 during the three months ended March 31, 2014.

 

Certain of the Fund’s leases contain provisions for late fees on past due rent. The Fund recognizes late fees as income when they become chargeable and collection is reasonably assured.

 

The Fund recognizes interest income on its loans receivable using the effective interest method.

 

Allowance for Doubtful Accounts

 

The Fund is exposed to risks under its leasing transactions, including risk associated with a lessee’s creditworthiness, repossession and remarketing and the future market value of the equipment. The Fund evaluates the collectability of its lease receivables by analyzing the counterparties’ payment history, general credit worthiness and current economic trends. Although the Fund currently has no reason to believe that the lessees will fail to meet their contractual obligations, a risk of loss to the Fund exists should a lessee fail to meet its payment obligations under a lease. The Fund records an allowance when the analysis indicates that the probability of full collection is unlikely. No allowance was recorded as of March 31, 2015 or December 31, 2014, respectively. No allowance was recorded or reversed in the Fund’s Statement of Operations during the three months ended March 31, 2015 and 2014, respectively.

 

An allowance or provision for credit losses is established if there is evidence that the Fund will be unable to collect all amounts due according to the original contractual terms of the loan or finance lease receivable. The allowance for credit losses is reported as a reduction of the loan receivable’s carrying value on the Balance Sheet. Additions to the allowance and provision for credit losses are recorded in the statement of operations. Allowances and provisions for credit losses are evaluated periodically and on an individual asset and customer level. Loans receivable are considered impaired when the Fund determines that it is probable that it will not be able to collect all amounts due according to the original contractual terms. Individual credit exposures are evaluated based on the realizable value of any collateral, and payment history. The estimated recoverable amount is the value of the expected future cash flows, including amounts that may be realized with the repossession of the collateral.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

Allowances for specific credit losses are established for the difference between the carrying amount and the estimated recoverable amount. The accrual of interest income based on the original terms of the loan receivable is discontinued based on the facts and circumstances of the individual credit exposure, and any future interest income is recorded based on cash receipts. Any subsequent changes to the amounts and timing of the expected future cash flows compared with the prior estimates result in a change in the allowance for credit losses and are charged or credited to the statement of operations. An allowance is generally reversed only when cash is received in accordance with the original contractual terms of the note.

 

The Fund does not provision for credit losses on a collective basis.

 

Due to the credit rating of the counterparties, the short-term nature of loans, and payment history, the Fund has not recorded a provision for credit losses on its loans receivable as of March 31, 2015 or December 31, 2014, respectively.

 

Write Offs

 

The Fund takes write offs when it determines that a receivable is uncollectible and when all economically sensible means of recovery have been exhausted. No write offs were recorded for the three months ended March 31, 2015 and 2014, respectively.

 

Comprehensive Income

 

The Fund follows the requirements of ASC 220 Comprehensive Income, for the reporting and presentation of comprehensive income and its components. The Fund does not have any components of other comprehensive income, thus it is not presented separately in the Fund’s financial statements.

 

Distributions

 

The Manager has sole discretion to determine what portion, if any, of cash on hand will be distributed to the members. Distributions are made on a monthly basis and accrued at the end of each month. Cash distributions are paid on the 15th day of the following month and reflected in the Statement of Changes in Members’ Equity. Distributions accrued but not paid are recorded as a distribution payable on the Fund’s Balance Sheet.

 

New Accounting Pronouncements

 

In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The adoption of this standard becomes effective on January 1, 2017, including interim periods within that reporting period. Early adoption is not permitted. The adoption of this standard is not expected to have an impact on the Fund’s financial statements.

 

In August 2014, FASB issued ASU No. 2014-15, Preparation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this standard becomes effective for the fiscal year ended December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The Fund is currently in the process of evaluating the impact of the adoption of this standard on its financial statements.

 

3. LEASED EQUIPMENT AT COST

 

The Fund did not acquire or sell any leased equipment during the three months ended March 31, 2015.

 

Leased equipment at cost net of accumulated depreciation consists of the following:

 

		March 31, 2015				December 31, 2014
Aircraft engines (2 x CFM56-7B jet engines)		$	25,338,321			$	25,338,321
Aircraft Bombardier CRJ 700 ER			9,786,555				9,786,555
Aircraft (Airbus model A320-200)			19,551,352				19,551,352
Self-serve checkout equipment			2,097,353				2,097,353
Flat bed rail cars			7,777,356				7,777,356
Racetrack equipment			3,763,611				3,763,611
Smart safes			3,273,610				3,273,610
Machine tool equipment			5,768,966				5,768,966
Less: Accumulated depreciation			(14,106,509	)			(12,977,988	)
		$	63,250,615			$	64,379,136

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

Annual minimum future rentals receivable related to the Fund’s operating leases over the next five years consist of the following:

 

For the period April 1 to December 31, 2015		$	7,183,563
For the year ending December 31, 2016			7,513,805
For the year ending December 31, 2017			5,527,837
For the year ending December 31, 2018			3,812,928
For the year ending December 31, 2019			2,280,822
Thereafter			1,861,641
		$	28,180,596

 

A risk of loss or lower than expected returns exists if the market value of the equipment at the end of the lease term is lower than assumed.

 

4. NET INVESTMENT IN FINANCE LEASES

 

The Fund’s net investments in finance leases primarily relate to race track equipment, furniture, eight-seater aircrafts and smart safes.

 

Net investment in finance lease (current and non-current) consists of the following:

 

		March 31, 2015				December 31, 2014
Minimum lease payments receivable		$	2,424,580			$	2,703,429
Estimated residual values of leased property (unguaranteed)			2,436,311				2,436,311
Less: Unearned income			(810,538	)			(911,209	)
Net investment in finance lease		$	4,050,353			$	4,228,531

 

Annual minimum future rentals receivable related to the Fund’s finance leases over the next 5 years consist of the following:

 

For the period April 1 to December 31, 2015		$	822,333
For the year ending December 31, 2016			942,500
For the year ending December 31, 2017			520,141
For the year ending December 31, 2018			139,606
For the year ending December 31, 2019			-
		$	2,424,580

 

A risk of loss or lower than expected returns exists if the market value of the equipment at the end of the lease term is lower than the asset’s residual value.

 

5. LOANS RECEIVABLE

 

In November 2014, the Fund entered into an agreement with an Australian aircraft manufacturer to provide a finance facility of $540,000 for a period of 12 months. The Australian aircraft manufacturer is required to pay monthly installments of $7,597 over the term of the facility and a final installment of $496,260 on the first day of the last month in the term. The loan is secured by a GA8-TC320 aircraft. The loan is recorded as a loan receivable and held at amortized cost on the balance sheet. The Fund recognizes interest income using the effective interest method.

 

For the three months ended March 31, 2015 and 2014, the Fund recognized interest income on the loan of $12,067 and $0, respectively.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

6. PARTICIPATING INTEREST (RELATED PARTY)

 

In March 2015, the Fund entered into a participation agreement with Macquarie Equipment Capital, Inc. (“MECI”), a member of the Macquarie Group of companies, to provide financing of $4,995,979 to participate in an existing facility previously provided by MECI to a U.S. information technology distribution company. The loan has a term of 44 days from disbursement. The Fund’s advance was paid to MECI and the Fund will receive principal and interest payments from MECI. Repayment is predicated on MECI receiving principal and interest payments from the underlying counterparty. The transaction is recorded as a participating interest – loan receivable (related party) on the Fund’s Balance Sheet and recognized at amortized cost. The Fund recognizes interest income using the effective interest method. The loan is unsecured with the Fund being entitled to a pro-rata portion of MECI’s credit insurance in the event of a default. The loan was fully repaid in May 2015.

 

In November 2014, the Fund entered into a participation agreement with Macquarie Bank Limited London Branch (“MBL UK”), a member of the Macquarie Group of companies, to provide financing of $5,000,000 to participate in an existing facility previously provided by MBL UK to a European technology distribution company to finance technology equipment. The term of each advance is 58 days from disbursement. The Fund’s advances were paid to MBL UK and the Fund will receive principal and interest payments from MBL UK. Repayment is predicated on MBL UK receiving principal and interest payments from the underlying counterparty. This transaction is recorded as a participating interest – loan receivable (related party) on the Fund’s Balance Sheet and recognized at amortized cost. The Fund recognizes interest income using the effective interest method. The loan is unsecured with the Fund being entitled to a pro-rata portion of MBL UK’s credit insurance in the event of a default.

 

During the three months ended March 31, 2015, the Fund received principal repayments of $3,290,219 from MBL UK. As of March 31, 2015, the loan was fully repaid.

 

For the three months ended March 31, 2015 and 2014, the Fund recognized interest income on the loan of $23,550 and $0, respectively.

 

7. TRANSACTIONS WITH AFFILIATES

 

As discussed in Note 1, the Fund is required to pay fees to the Manager and its affiliates for providing or arranging all services necessary for its operations, including those relating to equipment acquisitions and disposals, asset management and administrative, reporting and regulatory services. As discussed in Note 5, the Fund entered into participation agreements with MBL UK and MECI, members of the Macquarie Group of companies and affiliates of the Manager.

 

The Fund pays the Manager and its affiliates’ fees for operating services performed including:

 

•

Acquisition fees of 3% of the purchase price that the Fund pays for each item of equipment or direct or indirect interest in equipment acquired, including under lease agreements, trading transactions, residual value guarantees, pay per use agreements, forward purchase agreements, total lease return swaps, participation agreements, equipment purchase options, other equipment-related transactions, joint ventures, special purpose vehicles and other Fund arrangements;

 

•

Asset management fees equal to the lesser of: (a) (i) 5% of gross rental payments from non-full payout leases (except that 1% of gross rental payments shall be payable with respect to non-full payout leases for which management services are performed by non-affiliates under the Manager’s supervision); (ii) 2% of gross rental payments from full payout leases which contain net lease provisions; and (iii) 7% of gross rental payments from equipment for which the Fund provides services in addition to equipment management relating to the continued and active operation of the Fund’s equipment such as, but not limited to, ongoing marketing and re-leasing of equipment and hiring or arranging for the hiring of crews or operating personnel for the Fund’s equipment and similar services; or (b) the amount of fees which are competitive for similar services;

 

•

Remarketing fees equal to the lesser of (i) 3% of the purchase price paid to the Fund by the purchaser of the investment, or (ii) one-half of reasonable, customary and competitive brokerage fees paid for services rendered in connection with the sale of equipment of similar size, type and location. Payment of remarketing fees shall be subordinated until such time when investor return has been achieved. “Investor return” means such time when the aggregate amount of distributions to the members equals, as of any determination date, an amount equal to a pre-tax eight percent (8.0%) per annum internal rate of return compounded daily on all capital contributions of members;

 

•

Out-performance fees depending upon the extent to which Investor Return has been achieved. Prior to the time that Investor Return is achieved, cash distributions will be made 99.0% to the Fund’s members and 1.0% to the Manager. After the time that Investor Return is achieved, cash distributions will be made 81.0% to the Fund’s members and 19.0% to the Manager; and

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

•

Reimbursement of operating expenses depending upon the scope and volume of services the Manager provides to the Fund.

 

For the three months ended March 31, 2015 and 2014, the Fund paid management fees to Macquarie Aircraft Leasing Services (“MALS”), an affiliate of the Manager, for management services related to the aircraft lease for the Airbus model A320-200. The fees paid by the Fund to MALS are 3% of gross rental receipts and are expensed as incurred and included in the Fund’s Statements of Operations.

 

For the three months ended March 31, 2015 and 2014, the Fund has accrued, in fees payable (related party) on the Fund’s Balance Sheet, or paid to the Manager or its affiliates the following amounts:

 

Three Months Ended

Entity

Capacity

Description

March 31, 2015

March 31, 2014

Macquarie Asset Management Inc.

Manager

Acquisition fees (1)

$

-

$

95,168

Macquarie Asset Management Inc.

Manager

Management fee (2)

138,894

144,864

Macquarie Asset Management Inc.

Manager

Operating Expenses (2)

123,568

123,704

Macquarie Asset Management Inc.

Manager

Outperformance fee (2)

18,517

18,644

Macquarie Rail Inc.

Affiliate

Due dilligence (1)

-

41,267

Macquarie Aircraft Leasing Services

Affiliate

Management fee (2)

21,150

21,150

 

(1)

Amount is capitalized into the cost of an asset when it is classified as an operating or a finance lease.

(2)

Amount charged directly to operations.

 

8. EQUITY

 

As of March 31, 2015 and December 31, 2014, the Fund had 9,382,122 and 9,396,317 shares of limited liability company interest outstanding, respectively (including the DRP shares and net of repurchase of shares). As of March 31, 2015 and December 31, 2014, the cumulative number of shares repurchased was 275,995 and 261,800, respectively.

 

The Fund declared distributions of $1,850,715 during the three months ended March 31, 2015, of which $1,213,243 were paid and $637,472 were payable as of March 31, 2015.

 

9. FAIR VALUE MEASUREMENTS

 

The Company is required to report the fair value of financial instruments, as defined. Substantially all of the Company’s assets and liabilities are carried at contracted amounts which approximate fair value and are classified as Level 1 under the hierarchy defined below. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

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

 

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

 

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

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

 

As of March 31, 2015 and December 31, 2014, certain of the Fund’s financial assets, which include loans receivable, for which fair value is required to be disclosed, were valued using inputs that are generally unobservable and are supported by little or no market data and are therefore classified within Level

 

3. The Fund uses projected cash flows to estimate the fair value of these financial assets. Fair value information with respect to certain other assets is not separately provided given fair value disclosures of lease arrangements are not required and the carrying value of the Fund’s other assets, including loans receivable, approximates fair value due to the fact that their maturities are all less than one year.

 

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

 

10. COMMITMENTS AND CONTINGENCIES

 

Other than obligations associated with investing activities or as set forth in the Fund’s operating agreement, there were no contractual obligations, commitments or contingencies as of March 31, 2015 and December 31, 2014, respectively.

 

11. SUBSEQUENT EVENTS

 

In April 2015, the Fund purchased manufacturing equipment for $854,333 and entered into a lease agreement with an Australian bus manufacturing company for a period of 36 months.

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, the audited financial statements and related notes included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 18, 2015, and with our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on October 15, 2008, as amended (“Registration Statement”). This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements.”

 

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include Macquarie Equipment Leasing Fund, LLC (the “Fund”).

 

Forward-Looking Statements

 

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning. These forward-looking statements reflect our current beliefs and expectations with respect to future events and are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected. We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

Overview

 

Macquarie Equipment Leasing Fund, LLC, a Delaware limited liability company, was formed on August 21, 2008 for the purpose of acquiring a diversified portfolio of equipment and equipment leases. The Fund also makes investments in and loans collateralized by other equipment-related transactions which will allow it to directly or indirectly participate in the benefits and risks of equipment ownership or usage. 

 

The Fund’s offering was for a total of 15,000,000 Shares at a price of $10.00 per share, subject to certain reductions. The Fund also offered up to 800,000 Shares pursuant to its Distribution Reinvestment Plan (“DRP”) at a public offering price of $9.00 per Share. The Manager has contributed a total of $1,505,000. The Fund’s fiscal year end is December 31. 

 

The Fund’s offering period ended on March 19, 2012 and the Fund’s operating period commenced on that date. The Fund will continue to make investments in equipment, equipment leases and other equipment-related transactions. As of March 31, 2015, the Fund had 9,382,122 shares of limited liability company interest outstanding (including the DRP shares and net of repurchase of shares). 

 

As of May 14, 2015, the Fund had 9,371,480 shares of limited liability company interest outstanding (including the DRP shares and net of repurchase of shares). 

 

First Quarter Transactions

 

Participating Interest in a Finance Facility

 

In March 2015, the Fund entered into a participation agreement with Macquarie Equipment Capital, Inc. (“MECI”), a member of the Macquarie Group of companies, to provide financing of $4,995,979 to participate in an existing facility previously provided by MECI to a U.S. information technology distribution company. The term of total advance is 44 days from disbursement. The Fund’s advance was paid to MECI and the Fund will receive principal and interest payments from MECI. Repayment is predicated on MECI receiving principal and interest payments from the underlying counterparty. The transaction is recorded as a participating interest – loan receivable (related party) on the Fund’s Balance Sheet and recognized at amortized cost. The Fund recognizes interest income using the effective interest method. The loan is unsecured with the Fund being entitled to a pro-rata portion of MECI’s credit insurance in the event of a default.

 

Results of Operations for the Three Months Ended March 31, 2015 and 2014

 

Total revenue for the three months ended March 31, 2015 decreased by $11,947 compared to the three months ended March 31, 2014 primarily due to a non-recurring gain of $51,445 from sale of office equipment during the three months ended March 31, 2014 and a decrease in rental income of $18,874 from the three months ended March 31, 2014. This decrease is partially offset by an increase in interest income of $35,617 during the quarter related to the Fund’s participation agreements with MBL UK and MECI and an increase in other income of $22,755 primarily from the participation agreement with MBL UK.

 

 

Total expenses for the three months ended March 31, 2015 decreased by $130,894 compared to the three months ended March 31, 2014 primarily due to a decrease in depreciation expense of $105,799 and other expenses of $18,989. The decrease in the overall depreciation expense is related to the reduction in the depreciation expense for the Bombardier CRJ 700 ER Aircraft based on the lease extension signed in July 2014

 

As a result, the Fund’s net income for the three months ended March 31, 2015 was $1,624,372 as compared to $1,505,425 for the three months ended March 31, 2014.

 

The Fund evaluated a number of equipment transactions during the first three months of 2015. To date, the Fund has not used leverage to finance these transactions. The Fund continues to pursue additional equipment investments as well as leverage opportunities on the existing equipment portfolio.

 

Financial Condition

 

This section discusses the major balance sheet variances from March 31, 2015 compared to December 31, 2014.

 

Total Assets  

 

Total assets decreased by $172,414, from $79,507,085 as of December 31, 2014 to $79,334,671 as of March 31, 2015. The decrease in total assets was primarily due to a decrease in cash and cash equivalents of $739,235 and operating lease assets of $1,128,521. Cash decreases were driven by funding a new finance facility of $4,995,979 and cash distributions to members of $1,851,679. Cash increases were driven by rents collected and loan principal repayments of $3,290,219 by MBL UK. Operating lease assets decreased during the quarter due to the depreciation expense of $1,128,521. Net investment in finance leases decreased by $178,178 during the quarter due to amortization of unearned revenue and the collection of rentals. This decrease in total assets is partially offset by a net increase in loans receivable (related party) of $1,690,514 and an increase in lease receivables of $150,050.

 

Total Liabilities

 

Total liabilities increased by $166,012, from $3,978,434 as of December 31, 2014 to $4,144,446 as of March 31, 2015. The increase in total liabilities is the result of an increase in fees payable to related parties of $140,595 and an increase in maintenance reserve payable of $57,497. Fees payable to related parties increased due to asset management fees and operating expenses incurred during the quarter. Fees payable to the Manager are settled on an annual basis in December. This increase is partially offset by a decrease in other payables of $44,105 due to the settlement of outstanding expense accruals from December 2014.

 

Equity

 

Equity decreased by $338,426, from $75,528,651 as of December 31, 2014 to $75,190,225 as of March 31, 2015. The decrease in equity is primarily due to distributions declared to investors of $1,850,715, of which $1,213,243 were paid and $637,472 were payable as of March 31, 2015. Additionally, 14,195 shares were redeemed for $112,083 during the three months ended March 31, 2015. This decrease was offset by net income of $1,624,372 for the same period.

 

Liquidity and Capital Resources

 

Cash Flows Summary

 

The following table sets forth summary cash flow data for the three months ended March 31, 2015 and 2014.

 

		March 31, 2015				March 31, 2014
Net cash provided by (used in) :
Operating activities		$	2,919,563			$	3,091,036
Investing activities			(1,738,961	)			(3,251,986	)
Financing activities			(1,919,837	)			(1,914,153	)
Net decrease in cash and cash equivalents		$	(739,235	)		$	(2,075,103	)

 

See the Statements of Cash Flows included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for additional information. 

 

As of March 31, 2015, the Fund had cash and cash equivalents of $4,967,836. The amount of cash provided by operating activities for the three months ended March 31, 2015 of $2,919,563 consisted primarily of rentals collected during the three months from assets on lease. 

 

 

The cash used in investing activities for the three months ended March 31, 2015 is primarily attributable to the participation in a new finance facility of $4,995,979. This decrease is partially offset by the principal repayments received during the quarter of $3,290,219 for the participation agreement with MBL UK entered into by the Fund in November 2014.

 

The cash used in financing activities for the three months ended March 31, 2015 is primarily attributable to distributions to members and share repurchases. 

 

Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less and are held in operating and money market accounts at Wells Fargo Bank, N.A.

 

Sources and Uses of Cash

 

The Fund’s main activities and our main use of cash has been to acquire a diversified portfolio of equipment, equipment leases, loans and other equipment-related investments which are denominated in US dollars and are on lease to corporate clients around the world. We will also make investments in other equipment-related transactions which will allow us to directly or indirectly participate in the benefits and risks of equipment ownership or usage and make loans collaterized by equipment.

 

As of May 14, 2015 we have used approximately $110,035,647 of the offering and equipment sale proceeds to acquire the following assets:

 

		Purchase Price
Participation interest in Commercial jet aircraft engines (sold in March 2012)		$	6,500,000
Aircraft Bombardier CRJ 700 ER			9,786,555
Self-serve checkout equipment			2,097,353
ETS-364B semiconductor test system (sold in May 2012)			383,898
Furniture, office and other related equipments			669,010
Furniture, office and other related equipments (sold in Nov 2013, Mar 2014 & Sep 2014)			1,012,843
Semiconductor manufacturing tools (sold in June 2012)			6,400,800
Aircraft engines (2 x CFM56-7B jet engines)			25,338,321
Flat bed rail cars			7,777,356
Racetrack equipment			5,311,507
Smart safes			3,294,695
Smart safes (sold in July 2013)			68,989
Machine tool equipment			5,768,966
Aircraft (Airbus model A320-200)			19,551,352
GA8-TC320 Airvan Aircraft			3,115,888
GA8-TC320 Airvan Aircraft (sold in May 2014, Aug 2014 & Dec 2014)			1,567,802
Financing provided to aircraft lessor			540,000
Financing provided to an affiliate (fully repaid by lessee)			5,000,000
Financing provided to an affiliate (Mar 2015)			4,995,979
Bus manufacturing equipment			854,333
		$	110,035,647

 

Sources of Liquidity

 

We believe that cash generated from our operating activities and from debt borrowings, if required, will be sufficient to finance our liquidity requirements for the foreseeable future, including distributions to our members, funding of new investment opportunities, payment of management fees, equipment maintenance events, and administrative expense reimbursements. Our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ businesses that are beyond our control.

 

The Fund’s liquidity may be adversely affected by unanticipated or greater than anticipated operating costs or losses, including the inability of a client of the Fund to make timely lease payments or costs associated with off lease assets or assets available for sale. The Fund anticipates that it will fund its operations from cash flow generated by operating and financing activities. The Manager has no intent to permanently fund any cash flow deficit of the Fund or provide other financial assistance to the Fund. 

 

 

The Fund also intends to incur indebtedness on future acquisitions for its portfolio. During periods of general illiquidity in financial markets, it may not be possible for the Manager to source debt on the Fund’s behalf at an appropriate interest rate, on appropriate terms, at appropriate levels or at all.

 

Distributions

 

The Fund paid total cash distributions of $1,851,679 and $1,864,431 to our members during the three months ended March 31, 2015 and 2014, respectively.

 

While the Fund anticipates making monthly cash distributions, it may vary the amount of, or completely suspend making distributions at any time and without notice.

 

Commitments, Contingencies and Off-Balance Sheet Transactions

 

Other than obligations associated with our investing activities or as set forth in our operating agreement, we have no contractual obligations and commitments, contingencies or off-balance sheet transactions as of March 31, 2015 and December 31, 2014, respectively.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

Accounting Policies, Accounting Changes and Future Application of Accounting Standards

 

See Note 2, “Significant Accounting Policies”, in our financial statements in “Financial Statements and Supplementary Data” in Part I, Item 1, of this Form 10-Q for financial information and further discussions, for a summary of the Company’s significant accounting policies, including a discussion of recently adopted and issued accounting pronouncements.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes to the disclosures reported in our Form 10-K, dated February 18, 2015.

 

Item 4.

Controls and Procedures

 

Under the direction and with the participation of our Manager’s President and Principal Financial Officer, we evaluated our disclosure controls and procedures (as such term is defined under Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Manager’s President and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2015. There has been no change in our internal controls over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) that occurred during the three months ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

In the ordinary course of conducting our business, there may be certain claims, suits and complaints filed against us. In the opinion of management, the outcome of such matters, if any, will not have a material impact on our financial position. No material legal proceedings are currently pending or threatened, to our knowledge, against us or against any of our assets.

 

Item 1a.

Risk Factors

 

Not applicable.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) None.

 

(b) None.

 

(c) A summary of the share repurchases during the quarter is as follows:

 

 

		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
January 1 to January 31, 2015			14,195			$	7.90				14,195
February 1 to February 28, 2015			-				-				-
March 1 to March 31, 2015			-				-				-
Total			14,195			$	7.90				14,195

 

Item 3.

Defaults Upon Senior Securities

 

Not applicable.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 

Item 6.

Exhibits

 

An exhibit index has been filed as part of this Report on page E-1.

 

SIGNATURES

 

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

 

MACQUARIE EQUIPMENT LEASING FUND, LLC

 

By:	/S/      david fahy
Name:	David Fahy
Title:	President of the Manager and Principal Executive
	Officer of Registrant
	Date: May 14, 2015
By:	/S/      JOHN PAPATSOS
Name:	John Papatsos
Title:	Principal Financial Officer of the Manager and Principal
	Accounting Officer of Registrant
	Date: May 14, 2015

 

 

Exhibit Index

 

Exhibit
Number	Description
31.1*	Rule 13a-14(a)/15d-14(a) Certification of President of the Manager and Principal Executive Officer of Registrant.
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer of the Manager and Principal Accounting Officer of Registrant
32.1*	Section 1350 Certification of President of the Manager and Principal Executive Officer of Registrant
32.2*	Section 1350 Certification of Principal Financial Officer of the Manager and Principal Accounting Officer of Registrant
101.0	The following materials from the Quarterly Report on Form 10-Q of Macquarie Equipment Leasing Fund, LLC for the three months ended March 31, 2015, filed on May 14, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014, (ii) the Statement of Operations for the Three Months Ended March 31, 2015 and 2014 (Unaudited), (iii) the Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited) (iv) the Statements of Changes in Members’ Equity for the Three Months Ended March 31, 2015 (Unaudited) and (v) the Notes to Financial Statements (Unaudited).

 

* Filed herewith.