PROFESSIONAL LEASE MANAGEMENT INCOME FUND I LLC - 10-Q Quarterly Report

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

____________________ 

FORM 10-Q 

     [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

       For the fiscal quarter ended June 30, 2003 

     [ ]   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 0-28376 

_______________________ 

PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(Exact name of registrant as specified in its charter) 

Delaware		94-3209289
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

235 3 ^rd Street South, Suite 200
St. Petersburg, FL		33701
(Address of principal executive offices)		(Zip code)

   Registrant's telephone number, including area code (727) 803-1800 

   _______________________ 

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 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

CONDENSED BALANCE SHEETS 

(in thousands of dollars, except unit amounts) 

(unaudited) 

	June 30,			December 31,
		2003			2002

Assets

Equipment held for operating leases	$	108,231		$	89,472
Less accumulated depreciation		(59,306	)		(55,619	)

Net equipment		48,925			33,853

Cash and cash equivalents		3,900			560
Restricted cash		573			568
Cash held in escrow accounts		1,632			19,792
Accounts and note receivable, less allowance for doubtful
accounts of $2,693 in 2003 and $3,532 in 2002		2,899			2,342
Investment in unconsolidated special-purpose entities		1,737			2,044
Debt placement fees, less accumulated amortization
of $116 in 2003 and $105 in 2002		61			71
Prepaid expenses and other assets		365			443


Total assets	$	60,092		$	59,673


Liabilities and members’ equity

Liabilities:
Accounts payable and accrued expenses	$	1,309		$	622
Due to affiliates		263			191
Lessee deposits and reserves for repairs		3,987			3,917
Note payable		16,000			16,000
Total liabilities		21,559			20,730


Commitments and contingencies

Members' equity:
Class A members (4,971,311 units)		38,533			38,943
Class B member		--			--

Total members' equity		38,533			38,943


Total liabilities and members' equity	$	60,092		$	59,673

See accompanying notes to unaudited condensed financial statements. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

CONDENSED STATEMENTS OF OPERATIONS 

(in thousands of dollars, except weighted-average unit amounts) 

(unaudited) 

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
		2003			2002			2003			2002

Revenues

Lease revenue	$	4,650		$	4,781		$	9,041		$	9,531
Interest and other income		93			91			157			189
Gain on disposition of equipment		19			4			123			8
Loss on disposition of equipment		(5	)		--			--			--
Total revenues		4,757			4,876			9,321			9,728


Expenses

Depreciation		2,011			1,667			3,855			3,415
Repairs and maintenance		359			418			852			870
Equipment operating expenses		1,792			1,110			2,402			2,094
Insurance expense		165			94			307			209
Management fees to affiliate		269			215			512			428
Interest expense		301			357			603			705
General and administrative expenses
to affiliates		32			121			89			211
Other general and administrative expenses		311			374			693			544
(Recovery of) provision for bad debts		(511	)		767			(823	)		1,548

Total expenses		4,729			5,123			8,490			10,024


Equity in net income of unconsolidated
special-purpose entities		135			119			276			248


Net income (loss)	$	163		$	(128	)	$	1,107		$	(48	)


Members' share of net income (loss)

Class A members	$	108		$	(347	)	$	833		$	(487	)
Class B member		55			219			274			439


Total	$	163		$	(128	)	$	1,107		$	(48	)


Class A members’ net income (loss) per
weighted-average unit	$	0.02		$	(0.07	)	$	0.17		$	(0.10	)

See accompanying notes to unaudited condensed financial statements. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

CONDENSED STATEMENTS OF CHANGES IN MEMBERS' EQUITY 

For the period from December 31, 2002 to June 30, 2003 

(in thousands of dollars) 

(unaudited) 

	Class A			Class B			Total


Members' equity as of December 31, 2002	$	38,943		$	--		$	38,943

Net income		833			274			1,107

Cash distribution		(1,243	)		(274	)		(1,517	)


Members' equity as of June 30, 2003	$	38,533		$	--		$	38,533

See accompanying notes to unaudited condensed financial statements. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
(A Delaware Limited Liability Company)
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(unaudited)

	For the Six Months For the Six Months
	Ended June 30, Ended June 30,
		2003			2002

Operating activities

Net income (loss)	$	1,107		$	(48)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation		3,855			3,415
Amortization of debt placements fees		11			9
(Recovery of) provision for bad debts		(823	)		1,548
Net gain on disposition of equipment		(123	)		(8)
Equity in net income of unconsolidated
special-purpose entities		(276	)		(248
Changes in operating assets and liabilities:
Accounts and note receivable		268			(1,464)
Prepaid expenses and other assets		78			25
Accounts payable and accrued expenses		687				158
Due to affiliates		72			(52)
Lessee deposits and reserves for repairs		70			144

Net cash provided by operating activities		4,926			3,479


Investing activities

Payments for purchase of equipment and capitalized
improvements		(19,067	)		(2)
Distributions from unconsolidated special-purpose
entities		583			564
Decrease in cash held in escrow accounts		18,160			--
Proceeds from disposition of equipment		260			22
Net cash (used in) provided by investing activities		(64	)		584


Financing activities

Increase in restricted cash		(5	)		(73)
Accounts payable and accrued expenses		--			10
Cash distributions to Class A members		(1,243	)		(2,485)
Cash distributions to Class B member		(274	)		(439
Net cash used in financing activities		(1,522	)		(2,987)


Net increase in cash and cash equivalents		3,340			1,076
Cash and cash equivalents at beginning of period		560			21,837

Cash and cash equivalents at end of period	$	3,900		$	22,913

See accompanying notes to unaudited condensed financial statements. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

1.   Opinion of Management 

The accompanying unaudited condensed financial statements contain all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the unaudited condensed financial position of Professional Lease Management Income Fund I, L.L.C. (the Fund) as of June 30, 2003 and December 31, 2002, the unaudited condensed statements of operations for the three and six months ended June 30, 2003 and 2002, the unaudited condensed statements of changes in members’ equity for the period from December 31, 2002 to June 30, 2003, and the unaudited condensed statements of cash flows for the six months ended June 30, 2003 and 2002. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Uni
ted States of America have been condensed or omitted from the accompanying condensed financial statements. For further information, reference should be made to the financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2002, on file at the Securities and Exchange Commission. 

2.   Schedule of Fund Phases 

Cash generated from operations after January 1, 2003 cannot be used to purchase additional equipment. Cash generated from operations prior to December 31, 2002, for which PLM Financial Services, Inc. (FSI or the Manager) had entered into legally binding commitments prior to December 31, 2002, may be used to purchase additional equipment after January 1, 2003. 

The Fund will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment or by certain other events. 

3.   Reclassifications 

Certain amounts in the 2002 financial statements have been reclassified to conform to the 2003 presentations. These reclassifications did not have any effect on total assets, total liabilities, members’ equity, or net income (loss). 

4.   Cash Distributions 

Cash distributions are recorded when declared. Cash distributions are generally paid in the same quarter they are declared and may include amounts in excess of net income that are considered a return of capital. For the six months ended June 30, 2003 and 2002, cash distributions totaled $1.5 million and $2.9 million, respectively, or $0.25 and $0.50 per weighted-average Class A unit, respectively. Cash distributions to the Class A unitholders of $0.4 million and $2.5 million for the six months ended June 30, 2003 and 2002, respectively, was deemed to be a return of capital. 

5.   Cash Held in Escrow Accounts 

The Fund holds cash in escrow accounts to be used to purchase equipment that it has been legally committed to purchase. During the six months ended June 30, 2003, the Fund used $18.2 million in cash held in escrow accounts at December 31, 2002, to purchase additional equipment. At June 30, 2003, the Fund held $1.6 million in escrow accounts that will be used to purchase equipment in the third quarter of 2003. 

6.   Transactions with Manager and Affiliates 

The balance due to affiliates as of June 30, 2003 and December 31, 2002 included $0.3 million and $0.2 million, respectively, due to the Manager and its affiliates for management fees. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

6.   Transactions with Manager and Affiliates (continued) 

The Fund’s proportional share of the affiliated expenses incurred by the unconsolidated special-purpose entities (USPEs) during 2003 and 2002 is listed in the following table (in thousands of dollars): 

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
		2003		2002			2003		2002


Management fees	$	16	$	15		$	31	$	32
Data processing and administrative
expenses		6		7			9		12

These affiliate expenses reduced the Fund's proportional share of the equity interest in the income of USPEs. 

7.   Equipment 

Owned equipment held for operating leases is stated at cost. The components of owned equipment were as follows (in thousands of dollars): 

	June 30,			December 31,
		2003			2002


Railcars	$	38,344		$	19,463
Marine containers		30,999			31,121
Marine vessel		17,000			17,000
Aircraft		15,358			15,358
Trailers		6,530			6,530
		108,231			89,472
Less accumulated depreciation		(59,306	)		(55,619	)

Net equipment	$	48,925		$	33,853

As of June 30, 2003, all owned equipment in the Fund’s portfolio was on lease except for three commercial aircraft and 236 railcars with a net book value of $3.5 million. As of December 31, 2002, all owned equipment in the Fund portfolio was on lease except for one commercial aircraft and 172 railcars with a net book value of $0.9 million. 

During the six months ended June 30, 2003, the Fund purchased a fleet of railcars for $18.9 million that it had entered into legally binding agreements to purchase in 2002 of which $0.7 million was unpaid and included in accounts payable at June 30, 2003. The Partnership also made capitalized improvements of $0.2 million during the six months ended June 30, 2003 

During the six months ended June 30, 2003, the Fund disposed of marine containers and railcars with a net book value of $0.1 million for proceeds of $0.3 million. During the six months ended June 30, 2002, the Fund disposed of marine containers with a net book value of $14,000 for proceeds of $22,000. 

Equipment held for operating leases is stated at cost less any reductions to the carrying value as required by Financial Accounting Standards Board (FASB) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

8.   Investments in Unconsolidated Special-Purpose Entities 

The Fund owns equipment jointly with affiliated programs. These are single purpose entities that do not have any debt or other financial encumbrances. Ownership interest is based on the Fund’s contribution towards the cost of the equipment in the USPEs. The Fund’s proportional share of equity and income (loss) in each entity is not necessarily the same as its ownership interest. The primary reason for this difference has to do with certain fees such as management and acquisition and lease negotiation fees varying among the owners of the USPEs. 

The tables below set forth 100% of the assets, liabilities, and equity of the entities in which the Fund has an interest and the Fund’s proportional share of equity in each entity as of June 30, 2003 and December 31, 2002 (in thousands of dollars): 

	TWA	TWA
	S/N 49183	MD-82
As of June 30, 2003	Trust 1	Trust 2	Total

Assets
Equipment less accumulated depreciation	$	--		$	3,564
Total assets	$	--		$	3,564

Liabilities
Due to affiliates	$	5		$	5
Total liabilities		5			5


Equity		(5	)		3,559

Total liabilities and equity	$	--		$	3,564


Fund’s share of equity	$	--		$	1,737	$	1,737

	TWA	TWA
	S/N 49183	MD-82
As of December 31, 2002	Trust 1	Trust 2	Total

Assets
Equipment less accumulated depreciation	$	--		$	4,192
Total assets	$	--		$	4,192

Liabilities
Accounts payable	$	1		$	1
Due to affiliates		5			5
Total liabilities		6			6


Equity		(6	)		4,186

Total liabilities and equity	$	--		$	4,192


Fund’s share of equity	$	--		$	2,044	$	2,044

1    The Fund owns a 50% interest in the TWA S/N 49183 Trust that owns an MD-82 stage III commercial aircraft. 

2  The Fund owns a 50% interest in the TWA MD-82 Trust that owns an MD-82 stage III commercial aircraft. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

8.   Investments in Unconsolidated Special-Purpose Entities (continued) 

The tables below set forth 100% of the revenues, direct and indirect expenses, and net income (loss) of the entities in which the Fund has an interest, and the Fund‘s proportional share of income (loss) in each entity for the three and six months ended June 30 , 2003 and 2002 (in thousands of dollars): 

	TWA	TWA
For the three months ended	S/N 49183	MD-82
June 30, 2003	Trust 1	Trust 2	Total

Revenues	$	310	$	310
Less: Indirect expenses		22		336
Net income (loss)	$	288	$	(26	)


Fund’s share of net income (loss)	$	144	$	(9	)	$	135

	TWA	TWA
For the three months ended	S/N 49183	MD-82
June 30, 2002	Trust 1	Trust 2	Total

Revenues	$	315		$	315
Less: Direct expenses		(1	)		--
Indirect expenses		26			377

Net income (loss)	$	290		$	(62	)


Fund’s share of net income (loss)	$	145		$	(26	)	$	119

	TWA	TWA
For the six months ended	S/N 49183	MD-82
June 30, 2003	Trust 1	Trust 2	Total

Revenues	$	625		$	625
Less: Direct expenses		(1	)		(1	)
Indirect expenses		43			671

Net income (loss)	$	583		$	(45	)


Fund’s share of net income (loss)	$	292		$	(16	)	$	276

	TWA	TWA
For the six months ended	S/N 49183	MD-82
June 30, 2002	Trust 1	Trust 2	Total

Revenues	$	630		$	630
Less: Direct expenses		(1	)		--
Indirect expenses		41			743

Net income (loss)	$	590		$	(113	)


Fund’s share of net income (loss)	$	295		$	(47	)	$	248

As of June 30, 2003 and December 31, 2002, all jointly-owned equipment in the Fund’s USPE portfolio was on lease. 

1    The Fund owns a 50% interest in the TWA S/N 49183 Trust that owns an MD-82 stage III commercial aircraft. 

2 The Fund owns a 50% interest in the TWA MD-82 Trust that owns an MD-82 stage III commercial aircraft. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

9.   Operating Segments 

The Fund operates in five different segments: marine vessel leasing, aircraft leasing, railcar leasing, trailer leasing and marine container leasing. Each equipment leasing segment engages in short-term to mid-term operating leases to a variety of customers. 

The following tables present a summary of the operating segments (in thousands of dollars): 

Marine 

Marine 

For the three months ended 

Vessel 

Aircraft 

Railcar 

Trailer 

Container 

June 30, 2003 

Leasing 

Leasing 

Leasing 

Leasing 

Leasing 

Other 1 

Total 

Revenues
Lease revenue	$	1,986		$	149		$	1,103		$	126		$	1,286	$	--		$	4,650
Interest income and other income		42			44			--			--			--		7			93
Gain (loss) on disposition of equipment		--			--			(5	)		--			19		--			14

Total revenues		2,028			193			1,098			126			1,305		7			4,757


Expenses
Operations support		2,034			26			124			98			15		19			2,316
Depreciation		309			--			848			91			763		--			2,011
Interest expense		--			--			--			--			--		301			301
Management fees to affiliate		99			33			63			7			67		--			269
General and administrative expenses		18			16			54			49			--		206			343
Provision for (recovery of) bad debts		3			(506	)		(8	)		--			--		--			(511	)
Total expenses		2,463			(431	)		1,081			245			845		526			4,729
Equity in net income of USPEs		--			135			--			--			--		--			135

Net income (loss)	$	(435	)	$	759		$	17		$	(119	)	$	460	$	(519	)	$	163

Equipment purchases and
capitalized improvements	$	--		$	--		$	4,443		$	--		$	--	$	--		$	4,443

Total assets as of June 30, 2003	$	7,470		$	1,998		$	25,861		$	1,665		$	18,717	$	4,381		$	60,092

Marine 

Marine 

For the three months ended 

Vessel 

Aircraft 

Railcar 

Trailer 

Container 

June 30, 2002 

Leasing 

Leasing 

Leasing 

Leasing 

Leasing 

Other 2 

Total 

Revenues
Lease revenue	$	1,690		$	758	$	793	$	336	$	1,204	$	--		$	4,781
Interest income and other income		--			--		--		--		--		91			91
Gain on disposition of equipment		--			--		1		--		3		--			4

Total revenues		1,690			758		794		336		1,207		91			4,876


Expenses
Operations support		1,273			6		168		145		14		16			1,622
Depreciation		370			--		279		91		927		--			1,667
Interest expense		--			--		--		--		--		357			357
Management fees to affiliate		85			--		52		18		60		--			215
General and administrative expenses		11			27		43		54		--		360			495
Provision for bad debts		--			758		9		--		--		--			767
Total expenses		1,739			791		551		308		1,001		733			5,123
Equity in net income of USPEs		--			119		--		--		--		--			119

Net income (loss)	$	(49	)	$	86	$	243	$	28	$	206	$	(642	)	$	(128	)

1   Includes certain assets not identifiable to a specific segment such as cash, certain restricted cash, deferred charges and certain prepaid expenses and other assets. Also includes certain interest income and costs not identifiable to a particular segment, such as interest expense, and certain general and administrative and operations support expenses. 

2   Includes interest income and costs not identifiable to a particular segment, such as interest expense, and certain general and administrative and operations support expenses. 

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PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

9.   Operating Segments (continued) 

Marine 

Marine 

For the six months ended 

Vessel 

Aircraft 

Railcar 

Trailer 

Container 

June 30, 2003 

Leasing 

Leasing 

Leasing 

Leasing 

Leasing 

Other 1 

Total 

Revenues
Lease revenue	$	3,818	$	327		$	1,871		$	400		$	2,625	$	--		$	9,041
Interest income and other income		42		74			25			--			--		16			157
Gain on disposition of equipment		--		--			62			--			61		--			123

Total revenues		3,860		401			1,958			400			2,686		16			9,321


Expenses
Operations support		2,877		34			361			222			30		37			3,561
Depreciation		617		--			1,462			182			1,594		--			3,855
Interest expense		--		--			--			--			--		603			603
Management fees to affiliate		191		58			111			21			131		--			512
General and administrative expenses		35		30			149			95			--		473			782
Provision for (recovery of ) bad debts		3		(839	)		13			--			--		--			(823	)
Total expenses		3,723		(717	)		2,096			520			1,755		1,113			8,490
Equity in net income of USPEs		--		276			--			--			--		--			276

Net income (loss)	$	137	$	1,394		$	(138	)	$	(120	)	$	931	$	(1,097	)	$	1,107

Equipment purchases and
capitalized improvements	$	--	$	--		$	19,065		$	--		$	2	$	--		$	19,067

Marine 

Marine 

For the six months ended 

Vessel 

Aircraft 

Railcar 

Trailer 

Container 

June 30, 2002 

Leasing 

Leasing 

Leasing 

Leasing 

Leasing 

Other 1 

Total 

Revenues
Lease revenue	$	3,253		$	1,516	$	1,671	$	658	$	2,433	$	--		$	9,531
Interest income and other income		--			--		--		--		--		189			189
Gain on disposition of equipment		--			--		1		--		7		--			8

Total revenues		3,253			1,516		1,672		658		2,440		189			9,728


Expenses
Operations support		2,468			13		321		310		29		32			3,173
Depreciation		740			--		559		183		1,933		--			3,415
Interest expense		--			--		--		--		--		705			705
Management fees to affiliate		163			--		110		33		122		--			428
General and administrative expenses		20			39		84		103		--		509			755
Provision for bad debts		--			1,516		10		22		--		--			1,548
Total expenses		3,391			1,568		1,084		651		2,084		1,246			10,024
Equity in net income of USPEs		--			248		--		--		--		--			248

Net income (loss)	$	(138	)	$	196	$	588	$	7	$	356	$	(1,057	)	$	(48	)

10.   Net Income (Loss) Per Weighted-Average Class A Unit 

Net income (loss) per weighted-average Class A unit was computed by dividing net income or loss attributable to Class A members by the weighted-average number of Class A units deemed outstanding during the period. The weighted-average number of Class A units deemed outstanding during the three and six months ended June 30, 2003 and 2002 was 4,971,311 units. 

11.   Debt 

The Fund is a participant in a $10.0 million warehouse facility. The warehouse facility, which was scheduled to expire on June 30, 2003, was extended until September 30, 2003 during June 2003. As of June 30, 2003 and December 31, 2002, the Fund had no borrowings outstanding under this facility. 

As the Fund may not invest cash generated from operations after January 1, 2003, the Manager does not expect the Fund to participate in the warehouse facility beyond its current expiration on September 30, 2003. 

1   Includes certain interest income and other income and costs not identifiable to a particular segment, such as interest expense, and certain general and administrative and operations support expenses. 

- -

PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C. 

(A Delaware Limited Liability Company) 

NOTES TO CONDENSED FINANCIAL STATEMENTS 

(unaudited) 

12.   Commitments and Contingencies 

As of June 30, 2003 and December 31, 2002, the Manager had committed the Fund to purchase a total of $1.6 million and $19.8 million, respectively, in railcar equipment. The funds to purchase these railcars are with an unaffiliated escrow agent and reported as cash held in escrow accounts on the accompanying unaudited balance sheets. These purchases will be completed in third quarter of 2003. 

Commitments and contingencies as of June 30, 2003 are as follows (in thousands of dollars): 

 
Less than 

              1-3 

                4-5 

                          After 5 

Current Obligations 

                Total 

1 Year 

Years 

Years 

Years 

Commitment to purchase railcars 

$ 

1,632 

$ 

1,632 

$ 

-- 

$ 

-- 

$ 

--

13.   Recent Accounting Pronouncements 

In January 2003, FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). This interpretation clarifies existing accounting principles related to the preparation of consolidated financial statements when the owners of an USPE do not have the characteristics of a controlling financial interest or when the equity at risk is not sufficient for the entity to finance its activities without additional subordinated financial support from others. FIN 46 requires the Fund to evaluate all existing arrangements to identify situations where the Fund has a “variable interest,” commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a “variable interest entity,” commonly a thinly capitalized entity, and furthe
r determine when such variable interest requires the Fund to consolidate the variable interest entities’ financial statements with its own. The Fund is required to perform this assessment by September 30, 2003 and consolidate any variable interest entities for which the Fund will absorb a majority of the entities’ expected losses or receive a majority of the expected residual gains. The Manager has not determined the impact FIN 46 will have on the financial condition or results of operation of the Fund. 

In May 2003, FASB issued Statement of Financial Accounting Standard No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (SFAS No. 150) establishes standards for how the Fund classifies and measures certain financial instruments with characteristics of both liabilities and equity. In addition, SFAS No. 150 requires the Fund to classify certain instruments with specific characteristics described in it as liabilities. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Manager does not expect t
hat the adoption of SFAS No. 150 will have a significant impact on either its financial position or results of operations. 

14. Subsequent Events 

From July 1, 2003 through August 13, 2003, the Fund paid $1.4 million for railcars that it had committed to purchase in 2002. The funds to purchase this equipment were classified as cash held in escrow accounts on the accompanying unaudited balance sheets. 

The Fund declared and paid cash distributions to the members totaling $1.1 million during July and August 2003. 

- -

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(I)   RESULTS OF OPERATIONS 

Comparison of the Professional Lease Management Income Fund I, L.L.C.’s (the Fund's) Operating Results for the Three Months Ended June 30, 2003 and 2002 

(A)    Owned Equipment Operations 

For purposes of this discussion, lease revenues less direct expenses (defined as repairs and maintenance, equipment operating, and asset-specific insurance expenses) on owned equipment decreased during the second quarter of 2003, compared to the same quarter of 2002. Net gains from the disposal of equipment, interest and other income and certain expenses such as management fees to affiliate, depreciation and amortization, general and administrative expenses and (recovery of) provision for bad debts relating to the operating segments (see Note 9 to the unaudited condensed financial statements), are not included in the owned equipment operation discussion because they are indirect in nature and not a result of operations but the result of owning a portfolio of equipment. The following table presents lea
se revenues less direct expenses by segment (in thousands of dollars): 

	For the Three Months
	Ended June 30,
	2003			2002


Marine containers	$	1,271		$	1,190
Railcars		979			625
Aircraft		123			752
Trailers		28			191
Marine vessel		(48	)		417

Marine containers:   Marine container lease revenues and direct expenses were $1.3 million and $15,000, respectively, for the second quarter of 2003, compared to $1.2 million and $14,000, respectively, during the same quarter of 2002. The increase in lease revenues of $0.1 million during the second quarter of 2003 compared to 2002 was due to higher utilization of the Fund's marine containers. A significant number of the Fund’s marine containers currently on a fixed rate lease will be switching to a lease based on utilization. The Manager anticipates that this will result in a significant decrease in lease revenues. 

Railcars:   Railcar lease revenues and direct expenses were $1.1 million and $0.1 million, respectively, for the second quarter of 2003, compared to $0.8 million and $0.2 million, respectively, during the same quarter of 2002. An increase in railcar lease revenues of $0.5 million during the second quarter of 2003 was due to the purchase and lease of railcars during the first and second quarters of 2003. This increase was offset, in part, by a decrease of $0.2 million in lease revenues caused by the increase in the number of railcars off-lease in the second quarter of 2003 compared to the same period of 2002. During the second quarter of 2003, direct expe
nses decrease of $0.1 million due to lower repairs and maintenance expense. This decrease was partially offset by higher insurance expenses of $32,000 compared to the same period of 2002. 

Aircraft:   Aircraft lease revenues and direct expenses were $0.1 million and $26,000, respectively, for the second quarter of 2003, compared to $0.8 million and $6,000, respectively, during the same quarter of 2002. A decrease in lease revenues of $0.3 million was due to one of the Fund’s owned aircraft being off-lease during the second quarter of 2003 compared to the same period of 2002, during which this aircraft was on-lease and a decrease of $0.3 million was due to the reduction in the lease rate on two of the Fund's owned aircraft compared to the same period of 2002. 

Trailers:   Trailer lease revenues and direct expenses were $0.1 million and $0.1 million, respectively, for the second quarter of 2003, compared to $0.3 million and $0.1 million, respectively, during the same quarter of 2002. During the second quarter 2003, a decrease in lease revenues of $0.2 million was caused by lower lease rates earned on the Partnership’s trailers. Direct expenses decreased $47,000 in the second quarter of 2003 compared to the same period of 2002 due to lower repairs resulting from reduced maintenance expense. 

Marine vessel:   Marine vessel lease revenues and direct expenses were $2.0 million and $2.0 million, respectively, for the second quarter of 2003, compared to $1.7 million and $1.3 million, respectively, during the same quarter of 2002. Lease revenues increased $0.3 million in the second quarter of 2003 due to a higher lease rate earned on the Fund’s marine vessel. Direct operating expenses increased $0.8 million during the second quarter of 2003 due to higher voyage expenses. 

(B)    Interest and Other Income 

Interest and other income remained relatively the same for the three months ended June 30, 2003 and 2002. During the second quarter of 2003, an increase in other income of $0.1 million was primarily due interest income earned from a note receivable. This increase was offset by $0.1 million decrease in interest income caused by lower cash balances compared to the same period in 2002. 

(C)    Indirect Expenses Related to Owned Equipment Operations 

Total indirect expenses of $2.4 million for the three months ended June 30, 2003 decreased from $3.5 million for the same period in 2002. Significant variances are explained as follows: 

   (i)   (Recovery of) provision for bad debts decreased $1.3 million compared to 2002. During 2003, the Fund recorded a recovery of accounts receivable of $0.5 million due to the collection of accounts receivable that had been previously reserved for as a bad debt. A provision for bad debts of $0.8 million was recorded in the second quarter of 2002 based on PLM Financial Services, Inc.’s (FSI or the Manager’s) evaluation of the collectability of receivables related to one aircraft lessee; 

   (ii)   A $0.2 million decrease in general and administrative expenses during the three months ended June 30, 2003 was due to lower administrative costs during the second quarter of 2003 compared to the same period of 2002; 

   (iii)   A $0.1 million decrease in interest expense was due to lower average borrowings outstanding during the quarter ended June 30, 2003 compared to the same period in 2002; 

   (iv)   A $0.1 million increase in management fees was due to the collection of $0.5 million from bad debts that had been previously reserved for; and 

   (v)   An $0.3 million increase in depreciation expenses from 2002 levels reflects the increase of approximately $0.6 million caused by purchase of railcars during the first and second quarters of 2003 partially offset by a decrease of approximately $0.3 million caused by the double-declining balance method of depreciation which results in greater depreciation in the first years an asset is owned. 

(D)   Net Gain on Disposition of Owned Equipment 

Net gain on disposition of owned equipment for the second quarter of 2003 totaled $14,000 which resulted from the disposition of marine containers and a railcar with a net book value of $36,000 for proceeds of $50,000. Gain on disposition of owned equipment for the second quarter of 2002 totaled $4,000 which resulted from the disposition of marine containers with a net book value of $2,000 for proceeds of $6,000. 

(E)   Equity in Net Income of Unconsolidated Special-Purpose Entities (USPEs) 

Equity in net income of USPEs represents the Fund's share of the net income generated from the operation of jointly owned assets accounted for under the equity method of accounting. These entities are single purpose and have no debt or other financial encumbrances. 

The following USPE discussion is based on the Fund's proportional share of revenues, depreciation expense, direct expenses, and administrative expenses in the USPEs: 

As of June 30, 2003 and 2002, the Fund owned interests in two trusts that each own a commercial aircraft. During the three months ended June 30, 2003 and 2002, lease revenues of $0.3 million were partially offset by depreciation expense, direct expenses, and administrative expenses of $0.2 million. 

(F)   Net Income (Loss) 

As a result of the foregoing, the Fund had a net income of $0.2 million for the three months ended June 30, 2003, compared to net loss of $0.1 million during the same period of 2002. The Fund's ability to operate and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Fund's performance in the second quarter of 2003 is not necessarily indicative of future periods. In the second quarter of 2003, the Fund distributed $0.6 million to Class A members, or $0.12 per weighted-average Class A unit. 

Comparison of the Fund's Operating Results for the Six Months Ended June 30, 2003 and 2002 

(A)    Owned Equipment Operations 

Lease revenues less direct expenses on owned equipment decreased during the six months ended June 30, 2003, compared to the same period of 2002. The following table presents lease revenues less direct expenses by segment (in thousands of dollars): 

	For the Six Months
	Ended June 30,
	2003		2002


Marine containers	$	2,595	$	2,404
Railcars		1,510		1,350
Marine vessel		941		785
Aircraft		293		1,503
Trailers		178		348

Marine containers:   Marine container lease revenues and direct expenses were $2.6 million and $30,000, respectively, for the six months ended June 30, 2003, compared to $2.4 million and $29,000, respectively, during the same period of 2002. The increase in lease revenues of $0.2 million during the six months ended June 30, 2003 compared to the same period of 2002 was due to higher utilization on the Fund's marine containers. A significant number of the Fund’s marine containers currently on a fixed rate lease will be switching to a lease based on utilization. The Manager anticipates that this will result in a significant decrease in lease revenues.
 

Railcars:   Railcar lease revenues and direct expenses were $1.9 million and $0.4 million, respectively, for the six months ended June 30, 2003, compared to $1.7 million and $0.3 million, respectively, during the same period of 2002. An increase in railcar lease revenues of $0.6 million during the six months ended June 30, 2003 was due to the purchase and lease of railcars during the first and second quarters of 2003 offset, in part, by a decrease of $0.4 million in lease revenues caused by the increase in the number of railcars off-lease compared to the same period of 2002. During the six months ended June 30, 2003, an increase in direct expenses of $0.
1 million was due to higher insurance expenses. This increase was partially offset by a decrease of $24,000 in repair and maintenance compared to the same period of 2002. 

Marine vessel:   Marine vessel lease revenues and direct expenses were $3.8 million and $2.9 million, respectively, for the six months ended June 30, 2003, compared to $3.3 million and $2.5 million, respectively, during the same period of 2002. Lease revenues increased $0.6 million in the six months ended June 30, 2003 due to a higher lease rate earned on the Fund’s marine vessel. Direct operating expenses increased $0.4 million during the six months ended June 30, 2003 due to higher voyage expenses. 

Aircraft:   Aircraft lease revenues and direct expenses were $0.3 million and $34,000, respectively, for the six months ended June 30, 2003, compared to $1.5 million and $13,000, respectively, during the same period of 2002. A decrease in lease revenues of $0.5 million was due to one of the Fund’s owned aircraft being off-lease during the six months ended June 30, 2003 compared to the same period of 2002, during which this aircraft was on-lease and a decrease of $0.6 million was due to the reduction in the lease rate on two of the Fund's owned aircraft compared to the same period of 2002. 

Trailers:   Trailer lease revenues and direct expenses were $0.4 million and $0.2 million, respectively, for the six months ended June 30, 2003, compared to $0.7 million and $0.3 million, respectively, during the same period of 2002. During the six months ended June 30, 2003, a decrease in lease revenues of $0.3 million caused by lower lease rates earned on the Partnership’s trailers. Direct expenses decreased $0.1 million in the six months ended June 30, 2003 compared to the same period of 2002 due to lower repairs and maintenance. 

- -

(B)    Interest and Other Income 

Interest and other income was $0.2 million for the six months ended June 30, 2003 and 2002. During the six months ended June 30, 2003, an increase in other income due of $0.1 million was primarily due to interest income of $0.1 million earned from a note receivable. This increase was offset by $0.2 million decrease in interest income caused by lower cash balances compared to the same period in 2002. 

(C)    Indirect Expenses Related to Owned Equipment Operations 

Total indirect expenses of $5.0 million for the six months ended June 30, 2003 decreased from $6.9 million for the same period in 2002. Significant variances are explained as follows: 

   (i)   (Recovery of) provision for bad debts decreased $2.4 million compared to 2002. During 2003, the Fund recorded a recovery of accounts receivable of $0.8 million due to the collection of accounts receivable that had been previously reserved for as a bad debt. A provision for bad debts of $1.5 million was recorded in the six months ended June 30, 2002 based on the Manager’s evaluation of the collectability of receivables related to one aircraft lessee; 

   (ii)   A $0.1 million decrease in interest expense was due to lower average borrowings outstanding during the six months ended June 30, 2003 compared to the same period in 2002; 

   (iii)   A $0.1 million increase in management fees was due to the collection of $0.8 million from bad debts that had been previously reserved for; and 

   (iv)   A $0.4 million increase in depreciation and amortization expenses from 2002 levels reflects the increase of approximately $0.9 million caused by purchase of railcars during the six months ended June 30, 2003 partially offset by a decrease of $0.5 million caused by the double-declining balance method of depreciation which results in greater depreciation in the first years an asset is owned. 

(D)   Gain on Disposition of Owned Equipment 

Gain on disposition of owned equipment for the six months ended June 30, 2003 totaled $0.1 million which resulted from the disposition of marine containers and railcars with a net book value of $0.1 million for proceeds of $0.2 million. Gain on disposition of owned equipment for the six months ended June 30, 2002 totaled $8,000 which resulted from the disposition of marine containers with a net book value of $14,000 for $22,000. 

(E)   Equity in Net Income of Unconsolidated Special-Purpose Entities 

Equity in net income of USPEs represents the Fund's share of the net income generated from the operation of jointly owned assets accounted for under the equity method of accounting. These entities are single purpose and have no debt or other financial encumbrances. 

The following USPE discussion is based on the Fund's proportional share of revenues, depreciation expense, direct expenses, and administrative expenses in the USPEs: 

As of June 30, 2003 and 2002, the Fund owned interests in two trusts that each own a commercial aircraft. During the six months ended June 30, 2003, lease revenues of $0.6 million were partially offset by depreciation expense, direct expenses, and administrative expenses of $0.3 million. During the same period of 2002, lease revenues of $0.6 million were partially offset by depreciation expense, direct expenses, and administrative expenses of $0.4 million. 

A decrease in depreciation expense of $32,000 was caused by the double-declining balance method of depreciation which results in greater depreciation in the first years an asset is owned 

(F)   Net Income (Loss) 

As a result of the foregoing, the Fund had a net income of $1.1 million for the six months ended June 30, 2003, compared to net loss of $48,000 during the same period of 2002. The Fund's ability to operate and liquidate assets, secure leases, and re-lease those assets whose leases expire is subject to many factors. Therefore, the Fund's performance in the six months ended June 30, 2003 is not necessarily indicative of future periods. In the six months ended June 30, 2003, the Fund distributed $1.2 million to Class A members, or $0.25 per weighted-average Class A unit. 

(II)   CRITICAL ACCOUNTING POLICIES AND ESTIMATES 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Manager to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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 a regular basis, the Manager reviews these estimates, including those related to asset lives and depreciation methods, impairment of long-lived assets, allowance for doubtful accounts, reserves related to legally mandated equipment repairs and contingencies and litigation. These estimates are based on the Manager's historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Manager believes, however, that the estimates, including those for the above-listed items, are reasonable and that actual results will not vary significantly from the estimated amounts. 

The Manager believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Fund's financial statements: 

Revenue recognition: Lease revenues are earned by the Fund monthly and no significant amounts are calculated on factors other than the passage of time. The Fund’s leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred. 

Asset lives and depreciation methods: The Fund’s primary business involves the purchase and subsequent lease of long-lived transportation and related equipment. The Manager has chosen asset lives that it believes correspond to the economic life of the related asset. The Manager has chosen a deprecation method that it believes matches the benefit to the Fund from the asset with the associated costs. These judgments have been made based on the Manager’s expertise in each equipment segment that the Fund operates. If the asset life and depreciation method chosen does not reduce the book value of the asset to at least the potential future cash flows from the asset to the Fund, the Fund would be required to record an impairment loss. Likewise, if the net book value of the asset was less than the e
conomic value, the Fund may record a gain on sale upon final disposition of the asset. 

Impairment of long-lived assets: Whenever there is an indicator that an impairment may exist, the Manager reviews the carrying value of its equipment and investments in USPEs to determine if the carrying value of the assets may not be recoverable in consideration of the current economic conditions. This requires the Manager to make estimates related to future cash flows from each asset as well as the determination if the deterioration is temporary or permanent. If these estimates or the related assumptions change in the future, the Fund may be required to record additional impairment charges. 

Allowance for doubtful accounts: The Fund maintains allowances for doubtful accounts for estimated losses resulting from the inability of the lessees to make the lease payments. These estimates are primarily based on the amount of time that has lapsed since the related payments were due as well as specific knowledge related to the ability of the lessees to make the required payments. If the financial condition of the Fund’s lessees were to deteriorate, additional allowances could be required that would reduce income. Conversely, if the financial condition of the lessees were to improve or if legal remedies to collect past due amounts were successful, the allowance for doubtful accounts may need to be reduced and income would be increased. 

Reserves for repairs: The Fund accrues for legally required repairs to equipment such as dry docking for marine vessels and engine overhauls to aircraft engines over the period prior to the required repairs. The amount that is reserved is based on the Manager’s expertise in each equipment segment, the past history of such costs for that specific piece of equipment and discussions with independent, third party equipment brokers. If the amount reserved is not adequate to cover the cost of such repairs or if the repairs must be performed earlier than the Manager estimated, the Fund would incur additional repair and maintenance or equipment operating expenses. 

Contingencies and litigation: The Fund is subject to legal proceedings involving ordinary and routine claims related to its business. The ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are disclosed if considered possible and accrued if considered probable after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Fund may be required to record additional litigation expense. 

(III)    FINANCIAL CONDITION - CAPITAL RESOURCES AND LIQUIDITY 

For the six months ended June 30, 2003, the Fund generated operating cash of $4.9 million to meet its operating obligations, pay debt and interest payments and make distributions (total of $1.5 million for six months ended June 30, 2003) to the members. 

During the six months ended June 30, 2003, the Fund purchased a fleet of railcars for $18.9 million using cash held in escrow accounts of $18.2 million. The remaining balance of $0.7 million is included in accounts payable and accrued expenses at June 30, 2003. The Fund also made capitalized improvements of $0.2 million. 

During the six months ended June 30, 2003, the Fund disposed of owned equipment for proceeds of $0.3 million. 

Cash held in escrow accounts decreased $18.2 million during 2003 due to the purchase of railcars for which the Fund entered into legally binding commitments to purchase in 2002. 

Accounts and note receivable increased $0.6 million in the six months ended June 30, 2003. This increase was due to a decrease in the allowance for bad debts of $0.8 million due to the collection of accounts receivable that had been previously reserved for as a bad debt and an increase of $0.6 million due to the timing of lease receipts partially offset by a decrease of $0.8 million in note receivable. 

Investments in USPEs decreased $0.3 million during the six months ended June 30, 2003 due to cash distributions of $0.6 million from the USPEs to the Fund being partially offset by income of $0.3 million that was recorded by the Fund for its equity interests in the USPEs. 

Accounts payable increased $0.7 million during the six months ended June 30, 2003 due to the accrual of $0.7 million resulting from the purchase of additional railcars that the Fund committed to purchase in 2002. 

Due to affiliates increased $0.1 million during the six months ended June 30, 2003 due to timing of the payment to affiliates. 

Lessee deposits and reserve for repairs increased $0.1 million during the six months ended June 30, 2003 due to the accrual of marine vessel dry-docking reserves. 

The Fund is scheduled to make a debt payment of $3.0 million to the lenders of the note payable on December 31, 2003. The cash for this payment will come from operations and proceeds from equipment dispositions. 

The Fund is a participant in a $10.0 million warehouse facility. The warehouse facility is shared by the Fund, PLM Equipment Growth Fund V, PLM Equipment Growth Fund VI, PLM Equipment Growth & Income Fund VII, and Acquisub LLC, a wholly owned subsidiary of PLM International Inc. (PLMI). The facility provides for financing up to 100% of the cost of the equipment and expires on September 30, 2003. Any borrowings by the Fund are collateralized by equipment purchased with the proceeds of the loan. Outstanding borrowings by one borrower reduce the amount available to each of the other borrowers under the facility. Individual borrowings may be outstanding for no more than 270 days, with all advances due no later than September 30, 2003. Interest accrues either at the prime rate or LIBOR plus 2.0% at the
 borrower’s option and is set at the time of an advance of funds. Borrowings by the Fund are guaranteed by PLMI. The Fund is not liable for the advances made to other borrowers. 

As of August 13, 2003, Acquisub LLC had outstanding borrowings on the warehouse facility of $2.5 million. There were no other outstanding borrowings on this facility by the Partnership or any of the other eligible borrowers. 

As the Fund may not invest cash generated from operations after January 1, 2003, the Manager does not expect the Fund to participate in the warehouse credit facility beyond its current expiration date on September 30, 2003. 

As of August 13, 2003, the Manager had committed the Fund to purchase a total of $0.3 million in railcar equipment. The funds to purchase these railcars are with an unaffiliated escrow agent and reported as cash held in escrow accounts on the accompanying unaudited balance sheet. These purchases will be completed in the third quarter of 2003. 

Commitments and contingencies as of August 13, 2003 are as follows (in thousands of dollars): 

			Less than		1-3			4-5		After 5
Current Obligations	Total		1 Year			Years			Years		Years


Commitment to purchase railcars	$	281		$		$	--	$	--	--

(IV)   RECENT ACCOUNTING PRONOUNCEMENTS 

In January 2003, Financial Accounting Standards Board (FASB) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). This interpretation clarifies existing accounting principles related to the preparation of consolidated financial statements when the owners of an USPE do not have the characteristics of a controlling financial interest or when the equity at risk is not sufficient for the entity to finance its activities without additional subordinated financial support from others. FIN 46 requires the Fund to evaluate all existing arrangements to identify situations where the Fund has a “variable 
interest,” commonly evidenced by a guarantee arrangement or other commitment to provide financial support, in a “variable interest entity,” commonly a thinly capitalized entity, and further determine when such variable interest requires the Fund to consolidate the variable interest entities’ financial statements with its own. The Fund is required to perform this assessment by September 30, 2003 and consolidate any variable interest entities for which the Fund will absorb a majority of the entities’ expected losses or receive a majority of the expected residual gains. The Manager has not determined the impact FIN 46 will have on the financial condition or results of operation of the Fund. 

In May 2003, FASB issued Statement of Financial Accounting Standard No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (SFAS No. 150) establishes standards for how the Fund classifies and measures certain financial instruments with characteristics of both liabilities and equity. In addition, SFAS No. 150 requires the Fund to classify certain instruments with specific characteristics described in it as liabilities. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Manager does not expect t
hat the adoption of SFAS No. 150 will have a significant impact on either its financial position or results of operations. 

(V)   OUTLOOK FOR THE FUTURE 

Several factors may affect the Fund's operating performance in the remainder of 2003 and beyond, including changes in the markets for the Fund's equipment and changes in the regulatory environment in which the equipment operates. 

The Fund's operation of a diversified equipment portfolio in a broad base of markets is intended to reduce its exposure to volatility in individual equipment sectors. 

Other factors affecting the Fund’s operations in the remainder of 2003 and beyond include: 

(1)   Starting in 2003 and continuing through 2005, a significant number of the Fund’s marine containers currently on a fixed rate lease will be switching to a lease based on utilization. The Manager anticipates that this will result in a significant decrease in lease revenues; 

(2)   Signs of economic recovery in the railcar segment continue to be mixed. Total industrial production rose in May for the first time in three months and Leading Economic Indicators remain positive. However, costs in the fertilizer industry have remained high, putting pressure on the profitability of ammonia producers, a key market segment for the demand of the types of railcars which are the core of Partnership's fleet. As manufacturing recovers, chemical and allied products carloadings are generally forecast to grow between 1% and 3% in the third and fourth quarters of 2003. North American railcar manufacturing capacity utilization, as reported inf
ormally by the manufacturers themselves, continues to increase and lead times are extending. Full service leasing has been on a slightly positive trend since the third quarter of 2002. The speed of recovery in lease rates will continue to be dependent on the number of idle railcars in fleets owned by various shippers; 

(3)   Marine vessel freight rates are usually dependent upon the overall condition of the international economy. Freight rates earned by the Fund’s owned marine vessel began to decrease during most of 2002. In the fourth quarter of 2002 and into 2003, freight rates for the Fund’s owned marine vessel, which primarily carries clean petroleum products, started to increase due to an increase in oil prices caused by political instability in the Middle East; 

(4)   Utilization of intermodal trailers owned by the Partnership was 52% in the three months ended June 30, 2003 which was approximately 3% below the three months ended June 30, 2002.  Industry-wide utilization of intermodal trailers was 46% in the three months ended June 30, 2003 compared to 51% in the same period of 2002.  As the Partnership's trailers are smaller than many shippers prefer, the General Partner expects utilization to have little opportunity to increase over the next few years; 

(5)   Market demand for new and used aircraft has been severely impacted by the poor financial condition of the airline industry caused by lower passenger travel following the events of September 11, 2001 a weak domestic economy and the war in Iraq. The Manager believes that there is a significant oversupply of commercial aircraft available, that has caused a decrease in aircraft fair market values and that this oversupply will continue for some time. The Manager does not expect these aircraft to return to their pre-September 11, 2001 values. During 2003, severe acute respiratory syndrome (SARS) has had a dramatic effect on passenger travel to countries
 in Asia and to a certain extent, portions of Canada. 

During 2001, the lessee of three Stage II Boeing 737-200 commercial aircraft notified the Manager of its intention to return this aircraft and stopped making lease payments. During October 2002, the Manager reached an agreement with the lessee of this aircraft for the past due lease payments. The lessee made an initial payment during October 2002, to be followed by 23 equal monthly installments beginning in November 2002. Unpaid outstanding amounts will accrue interest at a rate of 5%. The balance outstanding at June 30, 2003 was $2.8 million. Due to the uncertainty of ultimate collection, the Manager will continue to fully reserve the unpaid outstanding balance less the security deposit from this lessee. As of August 13, 2003, the lessee was current with all the installment payments due to the Partne
rship except for the installment payment due during August. 

The lessee of two partially owned MD-82 commercial aircraft that are on lease until 2008 has encountered financial difficulty. If the airline does go into bankruptcy, the aircraft could be returned to the Fund prior to its lease expiration date or, alternatively, the Fund could attempt to renegotiate with the carrier at a significantly lower lease rate. Due to the poor market condition for equipment of this type, if the equipment is returned prior to its lease expiration date, it may either be off-lease for a considerable period of time or re-leased at a substantially lower rate. In an effort to assist the airline to stay out of bankruptcy, the Fund has agreed to reduce the lease payment due on each aircraft by approximately 5% a month. 

The Fund currently has three Boeing 737 commercial aircraft off-lease. Each of these aircraft is in excess of 25 years of age. Due to the age of these aircraft and the economic condition of the airline industry, these aircraft will be difficult to remarket and may be off-lease for a considerable period of time. 

(6)   The Manager has seen an increase in its insurance premiums on its equipment portfolio and is finding it more difficult to find an insurance carrier with which to place the coverage. Premiums for aircraft have increased over 50% and for other types of equipment the increases have been over 25%. The increase in insurance premiums caused by the increased rate will be partially mitigated by the reduction in the value of the Fund’s equipment portfolio caused by the events of September 11, 2001 and other economic factors. The Manager has also experienced an increase in the deductible required to obtain coverage. This may have a negative impact on t
he Fund in the event of an insurance claim; and 

(7)   As a result of the increase in off-lease equipment, the Manager expects the Fund will incur higher remarketing and storage costs during the remainder of 2003. 

The ability of the Fund to realize acceptable lease rates on its equipment in the different equipment markets is contingent on many factors, such as specific market conditions and economic activity, technological obsolescence, and government or other regulations. The unpredictability of some of these factors, or of their occurrence, makes it difficult for the Manager to clearly define trends or influences that may impact the performance of the Fund's equipment. The Manager continually monitors both the equipment markets and the performance of the Fund's equipment in these markets. The Manager may decide to reduce the Fund's exposure to equipment markets if it determines that it cannot operate equipment to achieve acceptable rates of return. 

Cash flow and disposition proceeds generated from operations after January 1, 2003 cannot be used to purchase additional equipment. The Fund will terminate on December 31, 2010, unless terminated earlier upon sale of all equipment or by certain other events. 

(VI)    FORWARD-LOOKING INFORMATION 

Except for the historical information contained herein, this Form 10-Q contains forward-looking statements that involve risks and uncertainties, such as statements of the Fund’s plans, objectives, expectations, and intentions. The cautionary statements made in this Form 10-Q should be read as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the collection of the Fund’s contracted rents, the realization of residual proceeds, and future economic conditions. 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

The Fund’s primary market risk exposure is that of currency devaluation risk. During the six months ended June 30, 2003, 77% of the Fund’s total lease revenues from wholly- and partially-owned equipment came from non-United States domiciled lessees. Most of the leases require payment in United States (U.S.) currency. If these lessees' currency devalues against the U.S. dollar, the lessees could encounter difficulty in making the U.S. dollar denominated lease payment. 

ITEM 4.   CONTROLS AND PROCEDURES 

Limitations on the Effectiveness of Controls 

The Manager’s management, including it’s President and Chief Accounting Officer (CAO), does not expect that our internal controls or disclosure control will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 

Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud, if any, within the Fund have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 

Notwithstanding the forgoing limitations, we believe that our internal controls and disclosure control provide reasonable assurances that the objectives of our control system are met. 

Quarterly Evaluation of the Fund’s Disclosure Controls and Internal Controls 

(1)   Within the 90-day period prior to the filing of this report, the Manager carried out an evaluation, under the supervision and with the participation of the Manager’s management, including it’s President and CAO, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and CAO concluded that the Fund’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Fund’s required to 
be included in the Fund’s exchange act filings. 

(2)   There have been no significant changes in the Fund’s internal controls or in other factors which could significantly affect internal controls subsequent to the date of the Manager carried out its evaluations. 

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   PART II - OTHER INFORMATION 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K 

   (a)   Exhibits 

10.1   Fifth amendment to the Warehouse Credit Agreement, dated June 30, 2003. 

   (b)   Reports on Form 8-K 

Report dated June 5, 2003 announcing the engagement of Ernst & Young LLP as the Fund’s auditors and the dismissal of Deloitte & Touche LLP. 

(This space intentionally left blank) 

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CONTROL CERTIFICATION 

I, James A. Coyne, certify that: 

I have reviewed this quarterly report on Form 10-Q of Professional Lease Management Income Fund I, L.L.C.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this quarterly report is prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and board of Managers:

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003   By:   /s/ James A. Coyne   

   James A. Coyne 

   President 

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CONTROL CERTIFICATION 

I, Richard K Brock, certify that: 

I have reviewed this quarterly report on Form 10-Q of Professional Lease Management Income Fund I, L.L.C.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this quarterly report is prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and board of Managers:

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003    By:   /s/ Richard K Brock   

   Richard K Brock 

   Chief Financial Officer 

   (Principal Financial Officer) 

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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. 

     PROFESSIONAL LEASE MANAGEMENT 

       INCOME FUND I, L.L.C. 

       By:   PLM Financial Services, Inc. 

      Manager 

Date: August 13, 2003   By: /s/ Richard K Brock ___________ 

   Richard K Brock 

   Chief Financial Officer 

CERTIFICATION 

The undersigned hereby certifies, in their capacity as an officer of the Manager of Professional Lease Management Income Fund I, L.L.C. (the Fund), that the Quarterly Report of the Fund on Form 10-Q for the period ended June 30, 2003, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Fund at the end of such period and the results of operations of the Fund for such period. 

   PROFESSIONAL LEASE MANAGEMENT 

   INCOME FUND I, L.L.C. 

   By:   PLM Financial Services, Inc. 

      Manager 

Date: August 13, 2003      By:   /s/ James A. Coyne   

   James A. Coyne 

   President 

Date: August 13, 2003      By:   /s/ Richard K Brock   

   Richard K Brock 

   Chief Financial Officer 

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