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 June 30, 2013

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 1700

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 9,462,648 shares of limited liability company membership interests outstanding at August 14, 2013.

MACQUARIE EQUIPMENT LEASING FUND, LLC

Table of Contents

Part I.	Financial Information
Item 1.	Financial Statements
	Balance Sheets as of June 30, 2013 and December 31, 2012 (Unaudited)	3
	Statements of Operations for the Quarters and Six Months Ended June 30, 2013 and 2012 (Unaudited)	4
	Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (Unaudited)	5
	Statements of Changes in Members’ Equity for the Quarters Ended June 30, 2013 and March 31, 2013 (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
Part II.	Other Information
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
	Signatures	18

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.

2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

MACQUARIE EQUIPMENT LEASING FUND, LLC

BALANCE SHEETS

(Unaudited)

	June 30, 2013		December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	7,403,159	$	32,121,997
Restricted cash		1,852,011		1,785,172
Net investment in finance lease		719,966		792,557
Lease receivables		1,504,715		1,319,633
Maintenance reserve and other receivables		501,692		410,198
Total Current Assets		11,981,543		36,429,557
Non-current Assets
Net investment in finance lease		1,512,735		1,789,347
Leased equipment at cost (net of accumulated depreciation of $5,654,200 and $3,563,548, respectively)		69,899,276		46,262,573
Total Non-current Assets		71,412,011		48,051,920
Total Assets	$	83,393,554	$	84,481,477
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Fees payable (related party)	$	203,939	$	33,784
Deferred finance and rental income		887,074		215,691
Distribution payable		623,887		649,885
Other payables		115,865		176,516
Total Current Liabilities		1,830,765		1,075,876
Non-current Liabilities
Maintenance reserves and other payables		2,892,475		2,354,943
Total Non-current Liabilities		2,892,475		2,354,943
Total Liabilities	$	4,723,240	$	3,430,819
Commitments and Contingencies
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: 9,488,337 shares as of June 30, 2013 and 9,564,814 shares as of December 31, 2012, net of repurchases		67,943,965		72,382,031
Accumulated surplus		10,726,349		8,668,627
Total Members’ Equity		78,670,314		81,050,658
Total Liabilities and Members’ Equity	$	83,393,554	$	84,481,477

See accompanying notes to Financial Statements.

3

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended				Six Months Ended
	June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
REVENUE
Participating interest income (related party)	$	—	$	—	$	—	$	36,637
Finance and rental income		2,780,368		2,441,415		4,834,405		4,584,056
Gain on sale of participating interest (related party)		—		—		—		1,859,964
Net gain on sale of leased equipment		—		4,173,733		—		4,173,733
Other income		2,768		—		9,624		—
Total revenue		2,783,136		6,615,148		4,844,029		10,654,390
EXPENSES
Operating expenses (related party)		80,770		104,478		175,480		249,841
Management fees (related party)		163,753		114,275		272,909		224,233
Depreciation		1,184,487		1,214,597		2,090,653		2,367,431
Other expenses		123,332		66,977		247,264		191,129
Total expenses		1,552,342		1,500,327		2,786,306		3,032,634
Net income	$	1,230,794	$	5,114,821	$	2,057,723	$	7,621,756
Basic and diluted earnings per share	$	0.13	$	0.53	$	0.22	$	0.85
Weighted average number of shares outstanding: basic and diluted		9,500,634		9,618,679		9,517,582		8,959,247

See accompanying notes to Financial Statements.

4

MACQUARIE EQUIPMENT LEASING FUND, LLC

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30, 2013			June 30, 2012
Cash flow from operating activities:
Net income	$	2,057,723		$	7,621,756
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,090,653			2,367,431
Gain on sale of participating interest		—			(1,859,964	)
Net gain on sale of leased equipment		—			(4,173,733	)
Changes in operating assets and liabilities:
Fees payable (related party)		170,155			189,520
Lease receivables		(185,082	)		(330,167	)
Net investment in finance lease		349,203			159,790
Other receivables		24,553			192,836
Other payables		(64,599	)		(112,634	)
Deferred finance and rental income		671,383			(384,420	)
Net cash provided by operating activities		5,113,989			3,670,415
Cash flow from investing activities:
Proceeds from participating interest - Future lease income (related party)		—			165,495
Proceeds from sale of participating interest (related party)		—			7,299,716
Proceeds from sale of leased equipment		—			8,734,091
Purchase of equipment		(25,723,408	)		(6,965,510	)
Restricted cash		(66,839	)		(171,721	)
Investment in capital leased equipment		—			(669,010	)
Security deposit		354,645			—
Net cash (used in)/provided by investing activities		(25,435,602	)		8,393,061
Cash flow from financing activities:
Proceeds from issuance of shares		—			24,411,556
Payment of offering related expenses		—			(2,725,652	)
Distribution paid to members		(3,797,354	)		(2,670,252	)
Capital contributions received in advance		—			(10,000	)
Repurchase of shares		(666,710	)		(296,054	)
Maintenance reserves		66,839			171,721
Net cash (used in)/provided by financing activities		(4,397,225	)		18,881,319
Net (decrease) increase in cash and cash equivalents		(24,718,838	)		30,944,795
Cash and cash equivalents, beginning of the period		32,121,997			10,328,871
Cash and cash equivalents, end of the period	$	7,403,159		$	41,273,666
Supplemental disclosures of cash flow information
Non cash investing and financing activities
Issuance of shares under distribution reinvestment plan	$	—		$	703,348
Accrued offering cost	$	—		$	(473	)
Maintenance reserve receivable	$	116,048		$	206,452
Accrued purchase of equipment	$	3,948		$	—

See accompanying notes to Financial Statements.

5

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, 2012		9,564,814		$	71,301,468		$	1,080,564		$	8,608,829	$	59,797	$	81,050,658
Repurchase of shares		(39,834	)		(349,633	)		—			—		—		(349,633	)
Distribution to members					(1,846,980	)		(31,915	)		—		—		(1,878,895	)
Net income					—			—			812,883		14,046		826,929
Balance at March 31, 2013		9,524,980		$	69,104,855		$	1,048,649		$	9,421,712	$	73,843	$	79,649,059
Repurchase of shares		(36,643	)		(317,077	)		—			—		—		(317,077	)
Distribution to members					(1,860,193	)		(32,269	)		—		—		(1,892,462	)
Net income					—			—			1,209,807		20,987		1,230,794
Balance at June 30, 2013		9,488,337		$	66,927,585		$	1,016,380		$	10,631,519	$	94,830	$	78,670,314

(1) Additional members represent all members other than the Managing member.

See accompanying notes to Financial Statements.

6

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION AND BUSINESS OPERATIONS

Macquarie Equipment Leasing Fund, LLC ( the “Fund” or the “Company”), a Delaware limited liability 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 expected to be leased to corporate clients. The Fund’s objective is to generate income through the collection of lease rentals and other revenues, 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 made an initial capital contribution of $5,000. The Manager made additional capital contributions to the Fund on March 31, 2010 and June 22, 2010 for $500,000 and $1,000,000, respectively. 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, 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 other equipment-related investments.

The Fund filed Supplement No. 6 to Registration Statement on Form S-1 (the “Registration Statement on Form S-1”) with the Securities and Exchange Commission on February 1, 2012.

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.

As of June 30, 2013, the Fund has received and accepted cumulative subscriptions (including the Distribution Reinvestment Plan, or “DRP”, shares and net of repurchase of shares) of 9,488,337 shares of limited liability company interest (“shares”) for $83,380,220 net of offering costs, including the capital contributions from the Manager.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Use of Estimates

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. 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.

Restricted Cash

Restricted cash consists of cash collected from the lessee of the CRJ 700ER 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 itself 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.

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 useful life of an asset is based on an asset’s lease term. Once an asset comes off lease or is re-leased, the Fund reassesses the useful life of the asset.

7

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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	3
Self-serve checkout equipment	5
Flat bed rail cars	2
Racetrack equipment	4
Smart safes	5
Machine tool equipment	5
Aircraft (Airbus model A320-200)	2.5

The residual values 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 sales data, equipment dealers, wholesalers and industry experts, as well as inspection of the physical asset and other economic indicators.

The residual values of the Fund’s significant 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 (including any guaranteed portion) shall not be made.

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.

Upon the end of a lease term, if 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 such payments as revenue. No such compensation was received for the six month period ended June 30, 2013.

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

Net investment in finance lease

If a lease meets specific criteria under GAAP at the inception of the lease, then the Fund recognizes the lease as a net investment in finance lease on its Balance Sheets. The amounts recognized for 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.

Maintenance reserve

For the Fund’s Bombardier CRJ 700 ER aircraft, the lessee is responsible under the lease agreement for the costs of major maintenance on the components of the aircraft, including the engines, airframe, landing gear etc, at an approved maintenance facility in accordance with the manufacturer’s recommended maintenance guidelines. The lessee is required under the lease agreement to pay the Fund additional rentals, calculated monthly, which are based on the prior month’s flight hours and flight cycles. These additional rentals are set aside for future maintenance costs and are recognized as restricted cash on the Fund’s Balance Sheets. 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 additional rentals 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. During November 2012, one of the two CF 34 8C1 engines from the Bombardier CRJ 700 ER aircraft was sent to a U.S. maintenance shop for upgrade to CF 34 8C5B1. The scheduled engine upgrade to CF 34 8C5B1 was completed during March 2013. The Fund does not expect to recognize any revenue nor any additional costs from this shop visit. Based on discussions with the lessee, it is likely that the second CF 34 8C1 engine will need to be sent to shop for upgrade during third quarter of 2013.

The CFM 56 – 7B aircraft engines went on wing for the first time during the current quarter and are not expected to go for a maintenance shop visit during 2013.

8

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

Revenue recognition

For finance leases, at inception date, 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 difference between the sum of the 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.

Gains or losses from sales of leased and off lease equipment are recorded on a net basis in the Fund’s Statement of Operations.

Allowance for doubtful accounts

The Fund evaluates the collectability of its receivables by analyzing the counterparties’ payment history, general credit worthiness and current economic trends. The Fund records an allowance when the analysis indicates that the probability of full collection is unlikely. No allowance was recorded as at June 30, 2013 and December 31, 2012.

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 quarters and six months ended June 30, 2013 and 2012.

Impairments

The significant 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 quarters and six months ended June 30, 2013 and 2012.

3. LEASED EQUIPMENT AT COST

a) Smart Safe Equipment

In March 2013, as part of a master lease program, the Fund purchased additional new smart safes for $407,037, including initial direct costs, from a U.S. safe manufacturer. These safes are on lease to a company which owns, operates or franchises over 3,200 restaurants in 42 U.S. states and 28 countries, for a period of 60 months. The safes are deployed in restaurants throughout the U.S. No leverage was used to finance this acquisition by the Fund. Rentals of $8,184 are received monthly for the safes. At the end of the lease term, the lessee may return the equipment or continue to rent the equipment under a renewed lease agreement. The lease is recorded as an operating lease with rental income recognized on a straight-line basis over the lease term. The Fund has simultaneously entered into a Service and Remarketing agreement with a major U.S. cash logistics company who has been appointed as the exclusive service provider for the Fund and is responsible for billing, collecting and servicing the safes. In certain circumstances, the service provider has an option to request the purchase of the safes from the Fund at fair market value not exceeding 29% of the asset’s cost, at the end of the lease term of 60 months.

b) Machine Tool Equipment

In March 2013, the Fund entered into a sale and leaseback arrangement and purchased a machine tool equipment line for $5,768,966. The equipment is used in the manufacture of aluminum wheels and consists of seventeen individual high volume automated precision machine tool items including a Mori Seiki 5 Axis Milling Center and an Okuma Vertical Turning Center. The equipment is on lease to a leading U.S. manufacturer and supplier of steel and aluminum wheels for a period of 55 months. No leverage was used to finance this acquisition by the Fund. Rentals of $118,215 are received monthly. At the end of the lease term, the lessee may continue to rent the equipment under a renewed lease agreement or purchase the equipment. The lease is recorded as an operating lease with rental income recognized on a straight-line basis over the lease term.

9

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

c) Airbus A320-200 aircraft

The Fund acquired an Airbus A320-200 aircraft for $19,551,352 on May 5, 2013. The aircraft is a 2003 vintage Airbus model A320-200 aircraft equipped with two engines. The aircraft is on lease to a major airline in Oceania and operates internationally. Rentals of $705,000 are to be received quarterly in advance until the end of the lease in September 2015, at which time the airline may return the aircraft or continue to rent it under a renewed lease agreement. No leverage was used to finance this acquisition by the Fund.

Leased equipment at cost consists of the following:

	June 30, 2013			December 31, 2012
Aircraft engines (2 x CFM56-7B jet engines)	$	25,338,321		$	25,338,321
Aircraft Bombardier CRJ 700 ER		9,758,734			9,758,734
Self-serve checkout equipment		2,097,353			2,097,353
Flat bed rail cars		6,742,510			6,742,510
Racetrack equipment		3,763,611			3,763,611
Smart safes		2,532,629			2,125,592
Machine tool equipment		5,768,966			—
Aircraft (Airbus model A320-200)		19,551,352			—
Less: Accumulated depreciation		(5,654,200	)		(3,563,548	)
	$	69,899,276		$	46,262,573

Annual minimum future rental receivable over the next 5 years consist of the following:

For the period July 1 to December 31, 2013	$	7,339,728
For the year ending December 31, 2014		9,185,030
For the year ending December 31, 2015		7,581,847
For the year ending December 31, 2016		5,100,825
For the year ending December 31, 2017		3,938,741
Thereafter		6,348,850
	$	39,495,021

The Fund is exposed to risks under these transactions, including risk associated with a lessee’s creditworthiness and the future market value of the equipment. Although the Fund currently has no reason to believe that the lessee 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 the lease. As at June 30, 2013 and December 31, 2012, the Fund did not have a reserve for allowance for credit losses for its lease receivables.

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

4. NET INVESTMENT IN FINANCE LEASE

The Fund’s net investments in finance leases primarily relate to racing track equipment and furniture.

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

	June 30, 2013			December 31, 2012
Minimum lease payments receivable	$	2,197,491		$	2,686,145
Estimated residual values of leased property (unguaranteed)		478,495			478,495
Less: Unearned income		(443,285	)		(582,736	)
Net investment in finance lease	$	2,232,701		$	2,581,904

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MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Annual minimum future rental receivable over the next 5 years consist of the following:

For the period July 1 to December 31, 2013	$	486,271
For the year ending December 31, 2014		673,326
For the year ending December 31, 2015		618,032
For the year ending December 31, 2016		419,862
For the year ending December 31, 2017		—
	$	2,197,491

The Fund is exposed to risks under this transaction, including risk associated with the lessee’s creditworthiness and risk associated with the future market value of the equipment. Although the Fund currently has no reason to believe that the lessee 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 the lease. As at June 30, 2013 and December 31, 2012, the Fund did not have a reserve for allowance for credit losses for its lease receivables.

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

5. 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.

Macquarie Capital (USA) Inc. (the “dealer manager”), a member of the Macquarie Group of companies, acted as dealer manager for the Fund during the Fund offering period and managed a group of selling dealers, including other unaffiliated broker dealers.

The Manager and the dealer manager received fees from the Fund for offering services during the offering period (ceased on March 19, 2012) including:

• Selling commission of up to 7% of the offering proceeds from each share sold by the dealer manager or selling dealers, payable to the dealer manager (and re-allowed to unaffiliated selling dealers);

• Due diligence expense reimbursement for detailed and itemized bona fide accountable due diligence expenses, payable to the dealer manager (and re-allowed to unaffiliated selling dealers);

• Dealer manager fees of 3% of the offering proceeds from each share sold, payable to the dealer manager; and

• Organization and offering expense allowance, which varies based upon the actual organization and offering expenses incurred by the Manager and its affiliates and the number of shares sold, payable to the Manager.

The organization and offering expense allowance are required not to exceed the actual fees and expenses incurred by the Manager or its affiliates in connection with the Fund’s organization and offering and were calculated as follows:

• up to 2.433% of the offering proceeds from each share sold for the first 3,500,000 shares;

• up to 2.09% of the offering proceeds from each share sold for shares sold that exceed 3,500,000 but amount to 7,500,000 or fewer shares; and

• up to 1.60% of the offering proceeds from each share sold for shares sold that exceed 7,500,000 shares.

The Fund pays the Manager and its affiliates’ fees for operating services performed during the offering period and on an ongoing basis once the Fund has commenced operations, 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

11

MACQUARIE EQUIPMENT LEASING FUND, LLC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

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

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

For the quarters and six months ended June 30, 2013 and 2012, the Fund has accrued, in commissions and fees payable (related party) in the Fund’s balance sheet, or paid to the Manager or its affiliates the following amounts:

			Quarter ended				Six Months ended
Entity	Capacity	Description	June 30, 2013		June 30, 2012		June 30, 2013		June 30, 2012
Macquarie Asset Management Inc.	Manager	Organization and Offering expense allowance (1)	$	—	$	6,543	$	—	$	416,837
Macquarie Capital (USA) Inc.	Dealer Manager	Selling commission and Dealer Manager fees (1)	$	—	$	9,442	$	—	$	549,469
Macquarie Capital (USA) Inc.	Dealer Manager	Due diligence expense (1)	$	—	$	19	$	—	$	2,103
Macquarie Asset Management Inc.	Manager	Acquisition fees (2)	$	570,000	$	214,301	$	748,355	$	214,301
Macquarie Asset Management Inc.	Manager	Management fee (3)	$	163,753	$	114,275	$	272,909	$	224,233
Macquarie Asset Management Inc.	Manager	Operating Expenses (3)	$	80,770	$	104,478	$	175,480	$	249,841
Macquarie Asset Management Inc.	Manager	Outperformance fee (3)	$	19,158	$	18,937	$	37,974	$	33,736

(1) Amount charged directly to member’s equity.

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

(3) Amount charged directly to operations.

6. EQUITY CONTRIBUTION

The fund’s offering period finished on March 19, 2012 and the operating period commenced. As at June 30, 2013, the Fund received and accepted subscriptions (including the DRP shares and net of repurchase of shares) of 9,488,337 shares of limited liability company interest for $83,380,220 net of offering costs. The subscriptions received include total contributions of $1,505,000 from the Manager, before offering costs.

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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 15, 2013, 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 will also make investments in 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 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 at June 30, 2013, the Fund has received and accepted subscriptions (including the DRP shares and net of repurchase of shares) of 9,488,337 shares of limited liability company interest for $83,380,220, net of offering costs. The subscriptions received include total contributions of $1,505,000 from the Manager, before offering costs. As of August 14, 2013, the Fund has received and accepted cumulative subscriptions (including the DRP shares and net of repurchase of shares) of 9,462,648 shares for $83,156,812, net of offering costs.

Second Quarter Transactions

The Fund finalized the acquisition of an Airbus A320 aircraft for a total purchase price of $19,551,352 on May 5, 2013. The aircraft is a 2003 vintage Airbus model A320-200 aircraft, manufacturer’s serial number 2090. The aircraft is on lease to a major airline in Oceania and operates internationally. Rentals of $705,000 are payable quarterly in advance until the end of the lease in September 2015 at which time the airline may return the aircraft or continue to rent it under a renewed lease agreement. No leverage was used to finance the aircraft acquisition by the Fund.

Results of Operations for the Quarters and Six Months Ended June 30, 2013 and 2012

Total revenue for the quarter and six months ended June 30, 2013 decreased by $3,832,012 and $5,810,361 respectively, as compared to the quarter and six months ended June 30, 2012. The decrease in revenue is primarily due to a non-recurring gain from sale of semi conductor equipment and sale of an interest in a portfolio of aircraft engines on lease in Australia, both these transactions were entered in first two quarters of 2012. This decrease is partially offset by an increase in rental income from additional equipment purchased in the last two quarters of 2012 and first two quarters of 2013.

Total expenses for the quarter ended June 30, 2013 increased by $52,015 as compared to the quarter ended June 30, 2012 due to increase in asset management fee expense on purchase of additional equipment in the last two quarters of 2012 and first two quarters of 2013 and also due to increase in other expenses. Total expenses for the six months ended June 30, 2013 decreased by $246,328 as compared to the six months ended June 30, 2012 due to a decrease in depreciation expense as a result of sales of equipment during the first and second quarter of 2012. This decrease was partially offset by increase in asset management fee expense.

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As a result of the foregoing factors, the net income for the quarter and six months ended June 30, 2013 was $1,230,794 and $2,057,723 respectively.

The Fund worked on a number of equipment transactions during the first two quarters of 2013 and closed some of these transactions. No leverage was used to finance these transactions. The Fund is almost fully invested but will continue to review additional equipment investment and debt leverage opportunities on the existing equipment portfolio and new equipment investment opportunities on an ongoing basis.

Financial Condition

This section discusses the major balance sheet variances from June 30, 2013 compared to December 31, 2012.

Total Assets

Total assets decreased by $1,087,923, from $84,481,477 as of December 31, 2012 to $83,393,554 as of June 30, 2013. The decrease in total assets is primarily due to depreciation charged on leased equipment during the first and second quarters of 2013.

Total Liabilities

Total liabilities increased by $1,292,421, from $3,430,819 as of December 31, 2012 to $4,723,240 as of June 30, 2013. The increase in total liabilities is primarily the result of rentals received in advance for some of the leases, particularly for the Airbus A320-200 aircraft, for which the lessee is required to pay quarterly rental in advance. The increase is also due to additional rentals accrued for maintenance of CRJ 700ER aircraft, which are recognized as a liability in the Fund’s Balance Sheets and the lease rentals security deposit received from the lessee of the machine tool equipment.

Equity

Equity decreased by $2,380,344, from $81,050,658 as of December 31, 2012 to $78,670,314 as of June 30, 2013. The decrease in equity is primarily due to distributions made to investors and shares redeemed in first two quarters of 2013. This decrease was offset by net income earned during this period.

Liquidity and Capital Resources

Cash Flows Summary

The following table sets forth summary cash flow data for the six months ended June 30, 2013 and 2012.

	June 30, 2013			June 30, 2012
Net cash provided by (used in) :
Operating activities	$	5,113,989		$	3,670,415
Investing activities		(25,435,602	)		8,393,061
Financing activities		(4,397,225	)		18,881,319
Net (decrease) increase in cash and cash equivalents	$	(24,718,838	)	$	30,944,795

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

At June 30, 2013, the Fund had cash and cash equivalents of $7,403,159. The cash provided by operating activities is primarily attributable to increase in collection of equipment rentals due to purchase of additional equipment by the Fund and where applicable, rentals received in advance on some of our leases. This increase is also due to increase in the finance income on additional finance leases. The cash used in investing activities is primarily attributable to the purchase of Airbus model A320-200 aircraft for $19,551,352, purchase of machine tool equipment for $5,768,966 and the purchase of additional new smart safes for $407,037. This increase was partially offset by the lease rentals security deposit of $354,645 received from the lessee of the machine tool equipment. The cash used in financing activities for the six months ended June 30, 2013 consisted primarily of distributions to members.

During November 2012, one of the two CF 34 8C1 engines from the Bombardier CRJ 700 ER aircraft was sent to a U.S. maintenance shop for upgrade to CF 34 8C5B1. The engine upgrade to CF 34 8C5B1 was completed during March 2013. The Fund will reimburse (only up to the amount of cash already collected from the lessee that relates to the specific maintenance work performed) the lessee for the cost of the maintenance to the extent that the lessee has met its obligations under the lease.

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Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less. Until offering proceeds are used for the acquisition or operation of the Fund’s portfolio, the offering proceeds are held in an operating and a money market account at Wells Fargo Bank, N.A.

Sources and Uses of Cash

Our offering period ended and our operating period commenced on March 19, 2012. As at June 30, 2013, the Fund has received and accepted cumulative subscriptions (including the Distribution Reinvestment Plan, or “DRP”, shares and net of repurchase of shares) of 9,488,337 shares of limited liability company interest (“shares”) for $83,380,220 net of offering costs, including the capital contributions from the Manager. Although we raised less than the maximum $157,200,000 capital in the period from the inception of the Fund to the end of our offering period, we believe that the amount raised is sufficient to meet our investment objectives.

The rate of our capital raising was initially impacted by poor general economic conditions in the U.S., which produced a number of consequential industry effects which further dampened our rate of capital raising.

The Fund’s main activities and our main use of cash has been to acquire a diversified portfolio of equipment, equipment leases and other equipment-related investments which are denominated in US$ and 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.

Sources of Liquidity

Cash generated from our financing activities was our most significant source of liquidity during our offering period. We believe that cash generated from our financing activities (from debt borrowings, if required), as well as the expected results of our operations, 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. 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 in purchasing 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 began making monthly cash distributions on April 15, 2010. We paid cash distributions to our members in the amount of $1,915,753 and $3,797,354 during the quarter and six months ended June 30, 2013, 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 at June 30, 2013.

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 consolidated 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.

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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 15, 2013.

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 June 30, 2013. 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 quarter ended June 30, 2013 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) We registered 15,800,000 shares of limited liability company interest, (SEC File No. 333-154278, effective June 19, 2009), of which we registered 15,000,000 shares at $10.00 per share to be offered to the public in a primary offering and 800,000 shares offered to our investors pursuant to our DRP at $9.00 per share.

As at August 14, 2013 we have used approximately $92,067,923 of the offering and equipment sale proceeds to acquire the following assets:

Asset Type	Purchase Price
Participation interest in Commercial jet aircraft engines (sold in March 2012)	$	6,500,000
Aircraft Bombardier CRJ 700 ER		9,758,734
Self-serve checkout equipment		2,097,353
ETS-364B semiconductor test system (sold in May 2012)		383,898
Furniture, office and other related equipments		1,681,853
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		6,742,510
Racetrack equipment		5,311,507
Smart safes		2,532,629
Machine tool equipment		5,768,966
Aircraft (Airbus model A320-200)		19,551,352
	$	92,067,923

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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.

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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: August 14, 2013
By:	/S/    JOHN PAPATSOS
Name:	John Papatsos
Title:	Principal Financial Officer of the Manager and Principal Accounting Officer of Registrant
Date: August 14, 2013

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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 quarter ended June 30, 2013, filed on August 14, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012, (ii) the Statement of Operations for the Quarters and Six Months Ended June 30, 2013 and 2012 (Unaudited), (iii) the Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (Unaudited) (iv) the Statements of Changes in Members’ Equity for the Quarters Ended March 31, 2013 and June 30, 2013 (Unaudited) and (v) the Notes to Financial Statements (Unaudited).

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

E-1

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