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 March 31, 2013

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 333-174418

ATEL 15, LLC

(Exact name of registrant as specified in its charter)

California	45-1625956
(State or other jurisdiction of Incorporation or organization)	(I. R. S. Employer Identification No.)

The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111
(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 April 30, 2013 was 4,323,457.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ATEL 15, LLC
  
Index

Part I. Financial Information		3
Item 1. Financial Statements (Unaudited)		3
Balance Sheets, March 31, 2013 and December 31, 2012		3
Statements of Operations for the three months ended March 31, 2013 and 2012		4
Statements of Changes in Members’ Capital for the year ended December 31, 2012 and for the three months ended March 31, 2013		5
Statements of Cash Flows for the three months ended March 31, 2013 and 2012		6
Notes to the Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 4. Controls and Procedures		23
Part II. Other Information		24
Item 1. Legal Proceedings		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		25

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ATEL 15, LLC
  
BALANCE SHEETS
  
MARCH 31, 2013 AND DECEMBER 31, 2012
(in thousands)

	March 31, 2013		December 31, 2012
	(Unaudited)
ASSETS
Cash and cash equivalents	$	9,968	$	6,058
Accounts receivable, net		133		64
Notes receivable, net of unearned interest income of $641 at March 31, 2013 and $760 at December 31, 2012		3,904		4,215
Investment in securities		32		32
Investments in equipment and leases, net of accumulated depreciation of $1,751 at March 31, 2013 and $1,048 at December 31, 2012		20,186		18,123
Prepaid expenses and other assets		16		21
Total assets	$	34,239	$	28,513
LIABILITIES AND MEMBERS’ CAPITAL
Accounts payable and accrued liabilities:
Managing Member	$	20	$	12
Affiliates		1,393		920
Accrued distributions to Other Members		374		283
Other		594		344
Deposits due lessees		20		20
Non-recourse debt		1,892		2,098
Unearned operating lease income and/or advance payments		42		91
Total liabilities		4,335		3,768
Commitments and contingencies
Members’ capital:
Managing Member		—		—
Other Members		29,904		24,745
Total Members’ capital		29,904		24,745
Total liabilities and Members’ capital	$	34,239	$	28,513

See accompanying notes.

3

ATEL 15, LLC
  
STATEMENTS OF OPERATIONS
  
FOR THE THREE MONTHS ENDED
MARCH 31, 2013 AND 2012
(in thousands except units and per unit data)
(Unaudited)

	Three Months Ended March 31,
	2013			2012
Revenues:
Leasing and lending activities:
Operating lease income	$	829		$	45
Direct financing leases		3			4
Notes receivable interest income		123			15
Other		8			2
Total revenues		963			66
Expenses:
Depreciation of operating lease assets		703			36
Asset management fees to Managing Member		31			2
Acquisition expense		258			60
Cost reimbursements to Managing Member and/or affiliates		141			13
Amortization of initial direct costs		5			1
Interest expense		9			1
Professional fees		40			17
Outside services		14			1
Bank charges		29			2
Other		43			4
Total operating expenses		1,273			137
Net loss	$	(310	)	$	(71	)
Net income (loss):
Managing Member	$	68		$	8
Other Members		(378	)		(79	)
	$	(310	)	$	(71	)
Net loss per Limited Liability Company Unit (Other Members)	$	(0.10	)	$	(0.18	)
Weighted average number of Units outstanding		3,776,269			444,162

See accompanying notes.

4

ATEL 15, LLC
  
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL
  
FOR THE YEAR ENDED DECEMBER 31, 2012
AND FOR THE THREE MONTHS ENDED MARCH 31, 2013
(in thousands except units and per unit data)

	Units		Amount						Total
			Other Members			Managing Member
Balance December 31, 2011		213,642	$	1,060		$	—		$	1,060
Capital contributions		3,145,128		31,451			—			31,451
Less selling commissions to affiliates		—		(2,831	)		—			(2,831	)
Syndication costs		—		(2,461	)		—			(2,461	)
Distributions to Other Members ($0.90 per Unit)		—		(1,456	)		—			(1,456	)
Distributions to Managing Member		—		—			(118	)		(118	)
Net (loss) income		—		(1,018	)		118			(900	)
Balance December 31, 2012		3,358,770		24,745			—			24,745
Capital contributions		767,284		7,673			—			7,673
Less selling commissions to affiliates		—		(691	)		—			(691	)
Syndication costs		—		(608	)		—			(608	)
Distributions to Other Members ($0.22 per Unit)		—		(837	)		—			(837	)
Distributions to Managing Member		—		—			(68	)		(68	)
Net (loss) income		—		(378	)		68			(310	)
Balance March 31, 2013 (Unaudited)		4,126,054	$	29,904		$	—		$	29,904

See accompanying notes.

5

ATEL 15, LLC
  
STATEMENTS OF CASH FLOWS
  
FOR THE THREE MONTHS ENDED
MARCH 31, 2013 AND 2012
(in thousands)
(Unaudited)

	Three Months Ended March 31,
	2013			2012
Operating activities:
Net loss	$	(310	)	$	(71	)
Adjustment to reconcile net loss to cash provided by operating activities:
Depreciation of operating lease assets		703			36
Amortization of initial direct costs		5			1
Changes in operating assets and liabilities:
Accounts receivable		(69	)		(9	)
Prepaid expenses and other assets		5			(5	)
Accounts payable, Managing Member		1			(1	)
Accounts payable, other		223			321
Accrued liabilities, affiliates		(145	)		(231	)
Unearned fee income related to notes receivable		(6	)		(1	)
Unearned operating lease income and/or advance payments		(49	)		(34	)
Net cash provided by operating activities		358			6
Investing activities:
Purchases of equipment on operating leases		(2,748	)		(710	)
Purchases of equipment on direct financing leases		—			(125	)
Payments of initial direct costs		(8	)		(15	)
Principal payments received on direct financing leases		9			12
Note receivable advances		(50	)		(300	)
Principal payments received on notes receivable		370			41
Net cash used in investing activities		(2,427	)		(1,097	)
Financing activities:
Repayments under non-recourse debt		(206	)		—
Selling commissions to affiliates		(681	)		(446	)
Selling commissions to affiliates (Pennsylvania)		—			(6	)
Syndication costs paid to Managing Member and affiliates		—			(289	)
Distributions to Other Members		(746	)		(48	)
Distributions to Managing Member		(61	)		(4	)
Capital contributions		7,673			4,989
Net cash provided by financing activities		5,979			4,196
Net increase in cash and cash equivalents		3,910			3,105
Cash and cash equivalents at beginning of period		6,058			1,348
Cash and cash equivalents at end of period	$	9,968		$	4,453
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	9		$	1
Schedule of non-cash investing and financing transactions:
Distributions payable to Other Members at period-end	$	374		$	51
Distributions payable to Managing Member at period-end	$	30		$	4
Payables to Managing Member and affiliates at period-end (syndication costs)	$	1,353		$	1,108
Purchases of equipment on operating leases, included in accounts payable, other	$	234		$	—

See accompanying notes.

6

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Liability Company matters:

ATEL 15, LLC (the “Company” or the “Fund”) was formed under the laws of the state of California on March 4, 2011 for the purpose of raising capital and originating equipment financing transactions and acquiring equipment to engage in equipment leasing and sales activities. The Managing Member of the Company is ATEL Managing Member, LLC (the “Managing Member” or the “Manager”), a Nevada limited liability corporation. The Managing Member is controlled by ATEL Financial Services (“AFS”), a wholly-owned subsidiary of ATEL Capital Group. The Fund may continue until terminated as provided in the ATEL 15, LLC amended and restated limited liability company operating agreement dated October 28, 2011 (the “Operating Agreement”). Contributions in the amount of $500 were received as of May 3, 2011, which represented the initial member’s capital investment. As a limited liability company, the liability of any individual member for the obligations of the Fund is limited to the extent of capital contributions to the Fund by the individual member. The offering of the Company was granted effectiveness by the Securities and Exchange Commission as of October 28, 2011. The offering will continue until the earlier of a period of two years from that date or until sales of the limited liability company units (Units) to the public reach $150 million.

As of December 21, 2011, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2012. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to not less than $7.5 million. Total contributions to the Fund exceeded $7.5 million on April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts.

As of March 31, 2013, cumulative contributions totaling $41.3 million have been received, inclusive of the $500 initial member’s capital investment. As of such date, a total of 4,126,054 Units were issued and outstanding. The Fund is actively raising capital and, as of April 30, 2013, has received cumulative contributions in the amount of $43.2 million, inclusive of the $500 initial member’s capital investment.

The Fund, or Managing Member on behalf of the Fund, has and will continue to incur costs in connection with the organization, registration and issuance of the Units. The amount of such costs to be borne by the Fund is limited by certain provisions of the Operating Agreement.

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

In January 2012, the Fund made its first investment in a long-term operating lease. Through March 31, 2013, the Company purchased equipment for long-term operating leases totaling $22.0 million and financed equipment under a direct financing lease totaling $125 thousand. In addition, the Company also funded investments in notes receivable during the period from March 4, 2011 (Date of Inception) through March 31, 2013, and had an aggregate net investment in notes receivable of $3.9 million outstanding at March 31, 2013.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

7

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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 months ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year.

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

In preparing the accompanying financial statements, the Company has reviewed, as determined necessary by the Managing Member, events that have occurred after March 31, 2013, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Use of Estimates:

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

Segment reporting:

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

The Company’s principal decision makers are the Managing Member’s Chief Executive Officer and its Chief Financial Officer and Chief Operating Officer. The Company believes that its equipment leasing and financing business operates as one reportable segment because: a) the Company measures profit and loss at the equipment portfolio level as a whole; b) the principal decision makers do not review information based on any operating segment other than the equipment leasing and financing transaction portfolio; c) the Company does not maintain discrete financial information on any specific segment other than its equipment financing operations; d) the Company has not chosen to organize its business around different products and services other than equipment leasing and financing; and e) the Company has not chosen to organize its business around geographic areas.

The primary geographic region in which the Company seeks leasing and financing opportunities is North America. All of the Company’s current operating revenues and long-lived assets relate to customers domiciled in North America.

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.

8

ATEL 15, 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.

Warrants

Warrants owned by the Company are not registered for public sale, but are considered derivatives and are carried at an estimated fair value on the balance sheet at the end of the period, as determined by the Managing Member. At March 31, 2013 and December 31, 2012, the Managing Member estimated the fair value of the warrants to be nominal in amount.

Per Unit data:

Net loss per Unit is based upon the weighted average number of Other Members Units outstanding since commencement of its operations.

Recent accounting pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

3. Notes receivable, net:

The Company has various notes receivables from borrowers who have financed the purchase of equipment through the Company. The terms of the notes receivable are from 36 to 42 months and bear interest at rates ranging from 11.37% to 13.46%. The notes are secured by the equipment financed. The notes mature from 2015 through 2016. There were neither impaired notes nor notes placed in non-accrual status as of March 31, 2013 and December 31, 2012.

As of March 31, 2013, the minimum future payments receivable are as follows (in thousands):

Nine months ending December 31, 2013	$	1,421
Year ending December 31, 2014		1,895
2015		947
2016		266
		4,529
Less: portion representing unearned interest income		(641	)
		3,888
Unamortized initial direct costs		16
Notes receivable, net	$	3,904

9

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. Notes receivable, net: - (continued)

Initial direct costs (“IDC”) amortization expense related to notes receivable and the Company’s operating and direct financing leases for the three months ended March 31, 2013 and 2012 are as follows (in thousands):

	Three Months Ended March 31,
	2013		2012
IDC amortization – notes receivable	$	3	$	—
IDC amortization – lease assets		2		1
Total	$	5	$	1

4. Allowance for credit losses:

There was neither an allowance for credit losses nor delinquent amounts due to the Company as of March 31, 2013 and December 31, 2012.

5. Investment in equipment and leases, net:

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

	Balance December 31, 2012		Reclassifications & Additions/Dispositions		Depreciation/Amortization Expense or Amortization of Leases			Balance March 31, 2013
Net investment in operating leases	$	18,013	$	2,774	$	(703	)	$	20,084
Net investment in direct financing leases		88		—		(9	)		79
Initial direct costs, net of accumulated amortization of $5 at March 31, 2013 and $4 at December 31, 2012		22		3		(2	)		23
Total	$	18,123	$	2,777	$	(714	)	$	20,186

Additions to net investment in operating lease assets are stated at cost. All of the Company’s leased property was acquired beginning in January 2012 through March 2013.

Impairment of investments in leases:

Management periodically reviews the carrying values of its lease assets. As a result of these reviews, management determined that no impairment losses existed during the three months ended March 31, 2013 and 2012.

The Company utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Company’s equipment totaled $703 thousand and $36 thousand for the three months ended March 31, 2013 and 2012, respectively.

10

ATEL 15, 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, 2012			Additions			Reclassifications or Dispositions		Balance March 31, 2013
Manufacturing	$	9,625		$	1,399		$	—	$	11,024
Transportation, rail		8,675			720			—		9,395
Materials handling		710			—			—		710
Computer		—			393			—		393
Construction		—			234			—		234
Cleaning & maintenance		51			—			—		51
Other		—			28			—		28
		19,061			2,774			—		21,835
Less accumulated depreciation		(1,048	)		(703	)		—		(1,751	)
Total	$	18,013		$	2,071		$	—	$	20,084

The average estimated residual value for assets on operating leases was 44% and 47% of the assets’ original cost at March 31, 2013 and December 31, 2012, respectively.

Direct financing leases:

As of March 31, 2013 and December 31, 2012, investment in direct financing leases consists of research equipment. The components of the Company’s investment in direct financing leases as of March 31, 2013 and December 31, 2012 are as follows (in thousands):

	March 31, 2013			December 31, 2012
Total minimum lease payments receivable	$	88		$	100
Estimated residual values of leased equipment (unguaranteed)		—			—
Investment in direct financing leases		88			100
Less unearned income		(9	)		(12	)
Net investment in direct financing leases	$	79		$	88

At March 31, 2013, the aggregate amounts of future minimum lease payments receivable are as follows (in thousands):

	Operating Leases		Direct Financing Leases		Total
Nine months ending December 31, 2013	$	2,846	$	34	$	2,880
Year ending December 31, 2014		3,569		42		3,611
2015		2,705		12		2,717
2016		950		—		950
2017		680		—		680
2018		680		—		680
Thereafter		600		—		600
	$	12,030	$	88	$	12,118

11

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Related party transactions:

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

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

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

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

During the three months ended March 31, 2013 and 2012, the Managing Member and/or affiliates earned commissions and reimbursements pursuant to the Operating Agreement as follows (in thousands):

	Three Months Ended March 31,
	2013		2012
Selling commissions, equal to 9% of the selling price of the Limited Liability Company Units, deducted from Other Members’ capital	$	691	$	449
Reimbursement of other syndication costs to Managing Member and/or affiliates, deducted from Other Members’ capital		608		625
Administrative costs reimbursed to Managing Member and/or affiliates		141		13
Asset management fees to Managing Member		31		2
Acquisition and initial direct costs paid to Managing Member		267		65
	$	1,738	$	1,154

7. Syndication Costs:

Syndication costs are reflected as a reduction to Members’ capital as such costs are netted against the capital raised. The amount shown is primarily comprised of selling commissions as well as fees pertaining to the organization of the Fund, document preparation, regulatory filing fees, and accounting and legal costs. Syndication costs totaled $1.3 million and $1.1 million for the three months ended March 31, 2013 and 2012, respectively.

The Operating Agreement places a limit for cost reimbursements to the Managing Member and/or affiliates. When added to selling commissions, such cost reimbursements may not exceed a total equal to 15% of all offering proceeds. As of March 31, 2013, the Company had recorded $1.5 million of syndication costs in excess of the limitation. The limitation on the amount of syndication costs pursuant to the Operating

12

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

7. Syndication Costs: - (continued)

Agreement is determined on the date of termination of the offering. At such time, the Manager guarantees repayment of any excess syndication costs (above the limitation) which it may have collected from the Company, which guarantee is without recourse or reimbursement by the Fund.

8. Non-recourse debt:

At March 31, 2013, non-recourse debt consists of a note payable to a financial institution. The note payments are due in monthly installments. Interest on the note is at a fixed rate of 1.78%. The note is secured by assignments of lease payments and pledges of assets. At March 31, 2013, gross operating lease rentals and future payments on direct financing leases totaled approximately $1.9 million over the remaining lease terms; and the carrying value of the pledged assets is $2.7 million. The note matures in 2015.

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

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

	Principal		Interest		Total
Nine months ending December 31, 2013	$	622	$	22	$	644
Year ending December 31, 2014		843		16		859
2015		427		2		429
	$	1,892	$	40	$	1,932

9. Borrowing facilities:

Effective May 25, 2012, 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 2014. 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.

13

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Borrowing facilities: - (continued)

As of March 31, 2013, borrowings under the facility were as follows (in thousands):

	March 31, 2013			December 31, 2012
Total available under the financing arrangement	$	60,000		$	60,000
Amount borrowed by the Company under the acquisition facility		—			—
Amounts borrowed by affiliated partnerships and Limited Liability Companies under the working capital, acquisition and warehouse facilities		(1,255	)		(5,490	)
Total remaining available under the working capital, acquisition and warehouse facilities	$	58,745		$	54,510

The Company and its affiliates pay an annual commitment fee to have access to this line of credit. As of March 31, 2013, 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 of March 31, 2013, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.50 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 $29.9 million, 0.06 to 1, and 40.77 to 1, respectively, as of March 31, 2013. As such, as of March 31, 2013, 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. Since the effective date of its participation in the Credit Facility (May 25, 2012) through March 31, 2013, the Company has had no borrowings under the Credit 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 March 31, 2013, the investment program participants were ATEL 12, LLC, ATEL 14, LLC and the Company. 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

14

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

9. Borrowing facilities: - (continued)

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.

There were no borrowings under the Warehouse Facility as of March 31, 2013 and December 31, 2012.

10. Commitments:

At March 31, 2013, there were commitments to purchase lease assets and to fund investments in notes receivable totaling approximately $2.3 million and $100 thousand, respectively. The amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

11. Guarantees:

The Company enters into contracts that contain a variety of indemnifications. The Company’s maximum exposure under these arrangements is unknown. However, based upon the Manager’s experience, there have not been any prior claims or losses pursuant to these types of contracts and the expectation of risk of loss is 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.

12. Members’ Capital:

A total of 4,126,054 Units and 3,358,770 Units were issued and outstanding as of March 31, 2013 and December 31, 2012, respectively, including the 50 Units issued to the Initial Member (Managing Member). The Fund is authorized to issue up to 15,000,000 Units in addition to the Units issued to the Initial Member.

The Fund’s net income or net losses are to be allocated 100% to the Members. From the commencement of the Fund until the initial closing date, net income and net loss shall be allocated 99% to the Managing Member and 1% to the initial Other Members. Commencing with the initial closing date, net income and net loss shall be allocated 92.5% to the Other Members and 7.5% to the Managing Member. In accordance with the terms of the Operating Agreement, an additional allocation of income was made to the Manager during the first three months of 2013 and 2012. The amount allocated was determined to bring the Manager’s ending capital account balance to zero at the end of the period.

Fund distributions are to be allocated 7.5% to the Managing Member and 92.5% to the Other Members. The Company commenced periodic distributions, based on cash flows from operations, during the first quarter of 2012.

15

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

12. Members’ Capital: - (continued)

Distributions to the Other Members for the three months ended March 31, 2013 and 2012 were as follows (in thousands, except as to Units and per Unit data):

	Three Months Ended March 31,
	2013		2012
Distributions declared	$	837	$	100
Weighted average number of Units outstanding		3,776,269		444,162
Weighted average distributions per Unit	$	0.22	$	0.22

13. 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.

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.

At March 31, 2013 and December 31, 2012, the Company had no assets or liabilities that require measurement at fair value on a recurring or non-recurring basis.

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.

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.

16

ATEL 15, LLC
 
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

13. Fair value measurements: - (continued)

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.

Cash and cash equivalents

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

Notes receivable

The fair value of the Company’s notes receivable is estimated using 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.

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 current market borrowing rates for similar types of borrowing arrangements.

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 March 31, 2013 and December 31, 2012 (in thousands):

	March 31, 2013
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	9,968	$	9,968	$	—	$	—	$	9,968
Notes receivable, net		3,904		—		—		3,904		3,904
Investment in securities		32		—		—		32		32
Financial liabilities:
Non-recourse debt		1,892		—		—		1,887		1,887

	December 31, 2012
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	6,058	$	6,058	$	—	$	—	$	6,058
Notes receivable, net		4,215		—		—		4,215		4,215
Investment in securities		32		—		—		32		32
Financial liabilities:
Non-recourse debt		2,098		—		—		2,091		2,091

17

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and elsewhere in this Form 10-Q, 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 and borrower defaults and the creditworthiness of its lessees and borrowers. The Company’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-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

The offering of ATEL 15, LLC (the “Company” or the “Fund”) was granted effectiveness by the Securities and Exchange Commission as of October 28, 2011. The offering will continue until the earlier of a period of two years from that date or until sales of Units to the public reach $150 million.

As of December 21, 2011, subscriptions for the minimum number of Units (120,000, representing $1.2 million), excluding subscriptions from Pennsylvania investors, had been received and the Fund requested subscription proceeds to be released from escrow. On that date, the Company commenced initial operations and continued in its development stage activities until transitioning to an operating enterprise during the first quarter of 2012. Pennsylvania subscriptions are subject to a separate escrow and are released to the Fund only when aggregate subscriptions for all investors equal to not less than $7.5 million. Total contributions to the Fund exceeded $7.5 million on April 4, 2012, at which time a request was processed to release the Pennsylvania escrowed amounts. The Fund is actively raising capital and, as of April 30, 2013, has received cumulative contributions in the amount of $43.2 million, inclusive of the $500 initial member’s capital investment.

Results of Operations

The three months ended March 31, 2013 versus the three months ended March 31, 2012

The Company had net losses of $310 thousand and $71 thousand for the three months ended March 31, 2013 and 2012, respectively.

The Company commenced operations on December 21, 2011 and made its first investment in a long-term operating lease in January 2012. Through March 31, 2013, the Company had purchased equipment for long term operating leases totaling $22.0 million and financed equipment under a direct financing lease totaling $125 thousand. The Company also funded $4.9 million of investments in notes receivable during the period from December 21, 2011 through March 31, 2013 and had an aggregate net investment of $3.9 million in notes receivable outstanding at March 31, 2013.

Equipment under operating and direct financing leases generated revenues of $832 thousand and $49 thousand for the respective three months ended March 31, 2013 and 2012 while investment in notes receivable generated interest income of $123 thousand and $15 thousand during the same respective periods.

Consistent with the growth of revenues resulting from the purchase of lease assets and funding of investments in notes since the first quarter of 2012, was an increase in expenses related to the acquisition and depreciation of such assets. Combined, acquisition and depreciation expenses comprised approximately 75% of total expenses for the three months ended March 31, 2013. The remainder of the Company’s expenses for the period, which totaled $312 thousand, were largely related to costs reimbursed to the Manager and affiliates, professional fees, asset management fees, bank charges, and other operational expenses. By comparison,

18

acquisition and depreciation expenses comprised approximately 70% of total expenses during the three months ended March 31, 2012. The remainder of the Company’s expenses during the prior year period totaled $41 thousand and were largely related to professional fees and costs reimbursed to the Manager and affiliates.

As defined by the ATEL 15, LLC Limited Liability Company Operating Agreement (“Operating Agreement”), acquisition expense shall mean expenses including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, and miscellaneous expenses relating to selection and acquisition or financing of portfolio assets, whether or not acquired. Certain acquisition expenses associated with successful lease and loan originations are capitalized and amortized over the life of the related lease term or loan contract.

Capital Resources and Liquidity

The Company’s cash and cash equivalents totaled $10.0 million and $6.1 million at March 31, 2013 and December 31, 2012, respectively. The liquidity of the Company will vary in the future, 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 Company currently believes it has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements. The Managing Member envisions no such requirements for operating purposes.

Cash Flows

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

	Three Months Ended March 31,
	2013			2012
Net cash provided by (used in):
Operating activities	$	358		$	6
Investing activities		(2,427	)		(1,097	)
Financing activities		5,979			4,196
Net increase in cash and cash equivalents	$	3,910		$	3,105

The three months ended March 31, 2013 versus the three months ended March 31, 2012

During both the three months ended March 31, 2013 and 2012, the Company’s primary source of liquidity was subscription proceeds from the public offering of Units. As of March 31, 2013, capital contributions totaling $41.3 million (4,126,054 Units) have been received, of which $7.7 million and $5.0 million were received during the respective first quarters of 2013 and 2012. In addition, the Company is beginning to realize cash flow from its portfolio of operating and direct financing lease contracts, and its investments in notes receivable.

During the three months ended March 31, 2013 and 2012, cash was primarily used to acquire lease assets and to fund investments in notes receivable. The Company acquired lease assets totaling $2.7 million and $835 thousand for the first quarters of 2013 and 2012, respectively, and funded investments in notes receivable totaling $50 thousand and $300 thousand during the same respective periods.

Cash was also used to pay distributions totaling $807 thousand and $52 thousand during the respective first quarters of 2013 and 2012; and, to pay commissions and/or syndication costs associated with the offering-totaling a combined $681 thousand and $741 thousand during the same respective periods. In addition, cash totaling $206 thousand was used to pay down debt during the first quarter of 2013.

19

Revolving credit facility

Effective May 25, 2012, the Company participated with AFS and certain of its affiliates in a revolving credit facility (the “Credit Facility”) comprised of a working capital facility to AFS, an acquisition facility (the “Acquisition Facility”) and a warehouse facility (the “Warehouse Facility”) to AFS, the Company and affiliates, and a venture facility available to an affiliate with a syndicate of financial institutions.

Compliance with covenants

The Credit Facility includes certain financial and non-financial covenants applicable to each borrower, including the Company. Such covenants include covenants typically found in credit facilities of the size and nature of the Credit Facility, such as accuracy of representations, good standing, absence of liens and material litigation, etc. The Company was in compliance with all applicable covenants under the Credit Facility as of March 31, 2013. 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.

As of March 31, 2013, the material financial covenants are summarized as follows:

Minimum Tangible Net Worth: $10.0 million
Leverage Ratio (leverage to Tangible Net Worth): Not to exceed 1.50 to 1
Collateral Value: Collateral value under the Warehouse Facility must 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 accounting principles generally accepted in the United States of America (“GAAP”), and after certain other adjustments permitted under the agreements.

The financial covenants referred to above are applicable to the Company only to the extent that the Company has borrowings outstanding under the Credit Facility. As of March 31, 2013, the Company’s Tangible Net Worth requirement under the Credit Facility was $10.0 million, the permitted maximum leverage ratio was not to exceed 1.50 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 $29.9 million, 0.06 to 1, and 40.77 to 1, respectively, as of March 31, 2013. As such, as of March 31, 2013, 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.

20

As previously discussed, the Fund became a party to the Credit Facility effective May 25, 2012. The following is a reconciliation of net loss to EBITDA, as defined in the loan agreement, for the four quarters of the Fund’s effective participation in the Credit Facility, ending March 31, 2013 (in thousands):

Net loss – GAAP basis	$	(1,139	)
Interest expense		39
Depreciation and amortization		1,720
Amortization of initial direct costs		15
Principal payments received on direct financing leases		33
Principal payments received on notes receivable		922
EBITDA (for Credit Facility financial covenant calculation only)	$	1,590

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 March 31, 2013, the Company had non-recourse long-term debt totaling $1.9 million. Such non-recourse note payable does not contain any material financial covenants. The note is secured by a lien granted by the Company to the non-recourse lender on (and only on) the discounted lease transactions. The lender has recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. For detailed information on the Company’s debt obligations, see Notes 8 and 9 to the financial statements as set forth in Part I, Item 1, Financial Statements (Unaudited).

Distributions

The Unitholders of record are entitled to certain distributions as provided under the Operating Agreement. The Company commenced periodic distributions beginning with the month of January 2012. Additional distributions have been consistently made through March 2013.

21

Cash distributions were made by the Fund to Unitholders of record as of February 28, 2013 and paid through March 31, 2013. Distributions may be characterized for tax, accounting and economic purposes as a return of capital, a return on capital (including escrow interest) or a portion of each. Generally, the portion of each cash distribution by a company which exceeds its net income for the fiscal period would constitute a return of capital. The Fund is required by the terms of its Operating Agreement to distribute the net cash flow generated by its investments in certain minimum amounts during the Reinvestment Period before it can reinvest its operating cash flow in additional portfolio assets. See the discussion in the Prospectus under “Income, Losses and Distributions-Reinvestment.” Accordingly, the amount of cash flow from Fund investments distributed to Unitholders will not be available for reinvestment in additional portfolio assets.

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

The following table summarizes distribution activity for the Fund from inception through March 31, 2013 (in thousands, except as to Units and per Unit data):

Distribution Period(1)	Paid		Return of Capital					Distribution of Income					Total Distribution					Total Distribution per Unit(2)		Weighted Average Units Outstanding(3)
Monthly and quarterly distributions
Oct 2011 – Dec 2011 (Distribution of escrow interest)		Feb – Jun 2012	$	—				$	—				$	—					n/a		n/a
Jan 2012 – Nov 2012		Feb – Dec 2012		1,173					—					1,173					0.79		1,476,249
Dec 2012 – Feb 2013		Jan – Mar 2013		746					—					746					0.22		3,446,437
			$	1,919				$	—				$	1,919				$	1.01
Source of distributions
Lease and loan payments and sales proceeds received			$	1,919		100.00	%	$	—		0.00	%	$	1,919		100.00	%
Interest Income				—		0.00	%		—		0.00	%		—		0.00	%
Debt against non-cancellable firm term payments on leases and loans				—		0.00	%		—		0.00	%		—		0.00	%
			$	1,919		100.00	%	$	—		0.00	%	$	1,919		100.00	%

⁽¹⁾ Investors may elect to receive their distributions either monthly or quarterly (See “Timing and Method of Distributions” on Page 67 of The Prospectus).

⁽²⁾ Total distributions per Unit represents the per Unit distribution rate for those units which were outstanding for all of the applicable period.

⁽³⁾ Balances shown represent weighted average units for the period from January 1 to November 30, 2012, and from December 1, 2012 to February 28, 2013, respectively.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At March 31, 2013, there were commitments to purchase lease assets and to fund investments in notes receivable totaling approximately $2.3 million and $100 thousand, respectively. The amounts represent contract awards which may be canceled by the prospective borrower/investee or may not be accepted by the Company.

22

Off-Balance Sheet Transactions

None.

Recent Accounting Pronouncements

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Company.

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, 2012. There have been no material changes to the Company’s critical accounting policies since December 31, 2012.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

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

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

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 March 31, 2013 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.

23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

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

(1) Effective date of the offering: October 28, 2011; File Number: 333-174418

(2) Offering commenced: October 28, 2011

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

(4) The managing underwriter is ATEL Securities Corporation.

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

(6) Aggregate amount and offering price of securities registered and sold as of March 31, 2013 (dollars in thousands):

Title of Security	Amount Registered		Aggregate price of offering amount registered		Units sold		Aggregate price of offering amount sold
Units of Limited Company Interest		15,000,000	$	150,000		4,126,054	$	41,261

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

	Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer		Direct or indirect payments to others		Total
Underwriting discounts and commissions	$	612	$	3,059	$	3,671
Other syndication costs		—		2,634		2,634
Total expenses	$	612	$	5,693	$	6,305
(8) Net offering proceeds to the issuer after total expenses in item 7 (in thousands):					$	34,956

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

	Direct or indirect payments to directors, officers, Managing Members of the issuer or their associates, to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer		Direct or indirect payments to others		Total
Purchase and installation of machinery and equipment	$	28	$	21,923	$	21,951
Investment in notes receivable		26		4,884		4,910
Distributions paid		156		1,919		2,075
Other expenses		1,916		—		1,916
	$	2,126	$	28,726	$	30,852
(10) Net offering proceeds to the issuer after total expenses in item 9 (in thousands):					$	4,104

24

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Documents filed as a part of this report

1. Financial Statement Schedules

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

2. Other Exhibits

31.1	Certification of Dean L. Cash
31.2	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.”

25

SIGNATURES

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

Date: May 13, 2013

ATEL 15, LLC
(Registrant)

	By: ATEL Managing Member, LLC Managing Member of Registrant

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

26