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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the year ended December 31, 2004
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ______________
Commission file number 333-84730
LEASE EQUITY APPRECIATION FUND I, L.P.
(Exact name of registrant as specified in its charter)
Delaware 68-0492247
(State of Organization) (I.R.S. Employer Identification No.)
110 South Poplar Street, Suite 101, Wilmington Delaware 19801
(Address of principal executive offices) (Zip Code)
(215) 574-1636
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
None Not applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
NONE
TITLE OF CLASS
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
As of December 31, 2004, 160,153 units of limited partner interest are held by
non-affiliates of the registrant. There is no public market for the registrant's
equity securities.
DOCUMENTS INCORPORATED BY REFERENCE
None
[THIS PAGE INTENTIONALLY LEFT BLANK]
LEASE EQUITY APPRECIATION FUND I, L.P.
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
-------
PART I
ITEM 1: Business............................................................................ 3 - 11
ITEM 2: Properties.......................................................................... 11
ITEM 3: Legal Proceedings................................................................... 11
ITEM 4: Submission of Matters to a Vote of Security Holders................................. 11
PART II
ITEM 5: Market for Registrant's Common Equity and Related Stockholder Matters............... 12
ITEM 6: Selected Financial Data............................................................. 13
ITEM 7: Management's Discussion and Analysis of Financial Condition and
Results of Operation................................................................ 14 - 18
ITEM 7A: Quantitative and Qualitative Disclosures about Market Risk.......................... 19
ITEM 8: Financial Statements and Supplementary Data......................................... 20 - 35
ITEM 9: Changes in and Disagreements with Accountants on Accounting and
and Financial Disclosure............................................................ 36
ITEM 9A: Controls and Procedures............................................................. 36
PART III
ITEM 10: Directors and Executive Officers of the Registrant.................................. 37 - 39
ITEM 11: Executive Compensation.............................................................. 40
ITEM 12: Security Ownership of Certain Beneficial Owners and Management...................... 40
ITEM 13: Certain Relationships and Related Transactions...................................... 40
ITEM 14: Principal Accountant Fees and Services.............................................. 41
PART IV
ITEM 15: Exhibits, Financial Statement Schedules and Reports on Form 8-K..................... 42
SIGNATURES .............................................................................................. 43
PART I
ITEM 1. BUSINESS
GENERAL
Lease Equity Appreciation Fund I, L.P., (the "Fund") is a Delaware
limited partnership that was formed on January 31, 2002. On June 30, 2004, the
Fund's general partner, LEAF Asset Management, Inc. merged into its parent, LEAF
Financial Corporation ("the General Partner" or "LEAF"). LEAF is a wholly owned
subsidiary of Resource Leasing, Inc., a wholly owned subsidiary of Resource
America, Inc., which is a publicly-traded company (NASDAQ: REXI) operating in
the real estate, financial services, energy and equipment leasing sectors.
As of August 15, 2004, the date the Fund's offering period terminated,
the Fund had raised $17,060,772 through the sale of 171,746 limited partner
units.
The Fund acquires diversified portfolios of equipment that is leased to
third parties. The Fund may also acquire portfolios of equipment subject to
existing leases from other equipment lessors. The principal objective of the
Fund is to generate regular cash distributions to the limited partners. We
expect that the equipment we finance is principally for general business and
industrial use and we will focus on the small to mid sized business market,
generally businesses with 500 or fewer employees, $1 billion or less in total
assets or $100 million or less in total annual sales. We specialize in financing
business essential equipment within a price range of $20,000 to $2 million. The
equipment we finance includes computers, copiers, furniture, heating,
ventilation and air conditioning equipment, industrial equipment, medical
equipment and telecommunications equipment.
We enter into both operating leases and full payout leases and equipment
notes. Under operating leases, the rent we receive on a net present value basis
will be in an amount that, when taken together with the amount we estimate we
will receive from selling or re-leasing the equipment, or from extension
payments, after the termination of the initial lease, which we call the
"residual," will be sufficient to return our invested capital plus an
appropriate return. Under full payout leases and notes, the payments we receive
over the term of the financing will return our invested capital plus an
appropriate return without consideration of the residual and the obligor may
acquire the equipment at the end of the lease term for a nominal amount.
3
We commenced operations on March 3, 2003. As of December 31, 2004 our
portfolio contained 1,738 equipment leases with 1,621 individual end users
located in 50 states. No individual end user or single piece of equipment
accounted for more than 3% of our portfolio based on original cost of the
equipment. As of December 31, 2004 we had a net investment of $1,569,754 in
equipment under operating leases and a net investment of $53,150,659 in direct
financing leases and notes for a total investment in financing assets of
$54,720,413. Our average original equipment cost per equipment lease transaction
was $39,850. As of December 31, 2004, the average initial term of our financings
was 38 months.
We utilize debt facilities in addition to our equity to fund the
acquisitions of lease portfolios. As of December 31, 2004 our outstanding debt
was $51,461,671.
OUR LEASE PORTFOLIO
The following schedules detail the type, net investment (before
allocating the allowance for possible losses) and percentage of the various
types of equipment leased by the Fund under operating lease, direct financing
leases and notes as of December 31, 2004 and 2003 (dollars in thousands):
DIRECT FINANCING LEASES AND NOTES
December 31, 2004
------------------------
Net
Type of Equipment Investment Percentage
- -------------------------------------------------- ---------- ----------
Medical Equipment ................................ $ 13,656 25.6%
Industrial Equipment ............................. 11,184 21.0
Computers ........................................ 8,289 15.6
Software ......................................... 4,705 8.8
Office Equipment ................................. 4,305 8.1
Garment Care ..................................... 3,916 7.4
Communications ................................... 2,612 4.9
Building systems ................................. 2,260 4.2
Restaurant Equipment ............................. 1,892 3.6
Agriculture ...................................... 452 0.8
---------- ----------
$ 53,271 100.0%
========== ==========
December 31, 2003
------------------------
Net
Type of Equipment Investment Percentage
- -------------------------------------------------- ---------- ----------
Computers ........................................ $ 5,279 21.8%
Medical Equipment ................................ 5,134 21.2
Industrial Equipment ............................. 3,511 14.5
Office Equipment ................................. 3,077 12.7
Software ......................................... 2,522 10.4
Garment Care ..................................... 1,576 6.5
Building Systems ................................. 1,164 4.8
Communications ................................... 985 4.1
Restaurant Equipment ............................. 777 3.2
Agriculture ...................................... 197 0.8
---------- ----------
$ 24,222 100.0%
========== ==========
OPERATING LEASES
December 31, 2004
------------------------
Net
Type of Equipment Investment Percentage
- -------------------------------------------------- ---------- ----------
Computers ........................................ $ 762 48.5%
Office Equipment ................................. 473 30.1
Communications ................................... 272 17.3
Software ......................................... 36 2.3
Industrial Equipment ............................. 15 1.0
Medical Equipment ................................ 9 0.6
Restaurant Equipment ............................. 3 0.2
---------- ----------
$ 1,570 100.0%
========== ==========
December 31, 2003
------------------------
Net
Type of Equipment Investment Percentage
- -------------------------------------------------- ---------- ----------
Office Equipment ................................. $ 118 37.7%
Medical Equipment ................................ 101 32.3
Industrial Equipment ............................. 52 16.6
Computers ........................................ 16 5.1
Communications ................................... 13 4.2
Software ......................................... 11 3.5
Restaurant Equipment ............................. 2 0.6
---------- ----------
$ 313 100.0%
========== ==========
4
The following schedules detail the type of business by standard
industrial classification, that lease our equipment as of December 31, 2004 and
2003 (dollars in thousands):
DIRECT FINANCING LEASES AND NOTES
December 31, 2004
------------------------
Net
Type of Business Investment Percentage
- -------------------------------------------------- ---------- ----------
Services ......................................... $ 33,412 62.7%
Manufacturing .................................... 5,775 10.9
Retail Trade ..................................... 5,549 10.4
Finance/Insurance/Real Estate .................... 2,506 4.7
Transportation/
Communication/Energy ............................ 1,993 3.7
Wholesale Trade .................................. 1,991 3.7
Construction ..................................... 1,482 2.8
Public Administration ............................ 534 1.0
Mining ........................................... 29 0.1
---------- ----------
$ 53,271 100.0%
========== ==========
December 31, 2003
------------------------
Net
Type of Business Investment Percentage
- -------------------------------------------------- ---------- ----------
Services ......................................... $ 14,354 59.2%
Manufacturing .................................... 2,882 11.9
Finance/Insurance/Real Estate .................... 1,906 7.9
Retail Trade ..................................... 1,719 7.1
Transportation/
Communication/Energy ............................ 1,447 6.0
Construction ..................................... 973 4.0
Wholesale Trade .................................. 654 2.7
Public Administration ............................ 266 1.1
Mining ........................................... 21 0.1
---------- ----------
$ 24,222 100.0%
========== ==========
OPERATING LEASES
December 31, 2004
------------------------
Net
Type of Business Investment Percentage
- -------------------------------------------------- ---------- ----------
Services ......................................... $ 862 54.9%
Wholesale Trade .................................. 266 16.9
Manufacturing .................................... 175 11.1
Transportation/
Communication/Energy ............................ 104 6.7
Finance/Insurance/Real Estate .................... 96 6.1
Construction ..................................... 52 3.3
Mining ........................................... 8 0.5
Public Administration ............................ 4 0.3
Retail Trade ..................................... 3 0.2
---------- ----------
$ 1,570 100.0%
========== ==========
December 31, 2003
------------------------
Net
Type of Business Investment Percentage
- -------------------------------------------------- ---------- ----------
Services ......................................... $ 141 45.1%
Wholesale Trade .................................. 69 22.0
Construction ..................................... 46 14.7
Transportation/
Communication/Energy ............................ 20 6.4
Manufacturing .................................... 17 5.4
Finance/Insurance/Real Estate .................... 13 4.2
Mining ........................................... 4 1.3
Retail Trade ..................................... 2 0.6
Public Administration ............................ 1 0.3
---------- ----------
$ 313 100.0%
========== ==========
As of December 31, 2004 and 2003, the average initial term of our
financings was 38 months and 42 months, respectively. As of December 31, 2004
and 2003, 14% and 17%, respectively, of our equipment was located in California.
No other state accounted for more than 10% of our equipment portfolio.
In evaluating our allowance for possible uncollectible accounts, we
consider our contractual delinquencies, economic conditions and trends, industry
statistics, lease portfolio characteristics and our General Partner's prior
experience with similar lease assets. As of December 31, 2004, our credit
evaluation indicated the need for an allowance for possible losses of our lease
assets of $120,000.
5
Our allowance for possible losses as of December 31, 2004 and 2003 is as
follows:
December 31,
------------------------
2004 2003
---------- ----------
Balance at beginning of year ..................... $ 5,000 $ -
Provision for credit losses ...................... 394,928 5,000
Net write-offs ................................... (279,928) -
---------- ----------
Balance at end of year ........................... $ 120,000 $ 5,000
========== ==========
DEBT FACILITIES
We have augmented the proceeds of our offering with borrowings, and
intend to continue to finance a significant portion of the cost of the equipment
we acquire. We are not limited in the amount of debt, including financings
through securitizations, we may incur. Our ability to obtain financing will,
however, depend upon our General Partner's assessment of whether funds are
available at rates and upon terms that are economically advantageous to us. As a
result, the amount of our financings may vary significantly from our
expectations.
As of December 31, 2004, the outstanding balance of the secured
financing we have obtained from four lenders was $51,461,671. These loans are
described below.
On December 31, 2004, Leaf Fund I LLC, a wholly owned subsidiary of the
Fund entered into a secured loan agreement with WestLB AG, New York Branch. This
financing arrangement is a revolving line of credit, with an aggregate borrowing
limit of $75 million collateralized by specific lease receivables and related
equipment, with a credit reserve of 1%. As of December 31, 2004 the outstanding
balance under this financing arrangement was $23,258,244. Interest on this
facility is calculated at LIBOR plus 1.10% per annum (3.57% at December 31,
2004). To mitigate fluctuations in interest rates the Fund has purchased an
interest rate swap which fixes the interest rate at 4.79%. The loan agreement is
renewable for a one year period on December 31, 2005, 2006 and 2007. Interest
and principal are due as payments are received under the leases.
In May 2004, we entered into a financing arrangement with Sovereign Bank
for a revolving warehouse facility. This facility has an aggregate borrowing
limit of $10 million collateralized by specific lease receivables and related
equipment. Interest on this facility is calculated at LIBOR plus 2.5% per annum
(4.78% at December 31, 2004). As of December 31, 2004, the outstanding balance
under this financing arrangement was $3,436,872. Interest and principal are due
as payments are received under the leases. The line expires in May 2005.
In November 2003, we entered into a Master Loan and Security Agreement
with OFC Capital, a division of ALFA Financial Corporation. Under the terms of
the loan agreement, OFC will make available to us loans in an aggregate
principal amount not to exceed $15 million. Each loan under the agreement will
equal 93% of the aggregate payments due under the related equipment lease or
equipment finance transaction that collateralizes such loan, discounted at an
interest rate of 6.9%. Each loan will be funded subject to a credit reserve of
3% of the loan amount. As of December 31, 2004, the outstanding balance under
this financing arrangement is $12,748,767. The balance is due February 15, 2009.
In September 2003, we entered into a financing arrangement with National
City Commercial Finance (formerly Information Leasing Corporation, a subsidiary
of Provident Bank of Cincinnati, Ohio). Under this arrangement, we assigned
specified leases and their related receivables to National City Commercial
Finance at a price generally equal to the sum of the receivables, discounted to
present value at a discount rate of 5.79% and with a credit reserve of 8% after
security deposit and transaction costs. As of December 31, 2004, the outstanding
balance under this financing arrangement was $12,017,788. The loan is repayable
as payments are made under the financings collateralizing the loan, with a final
maturity date of November 10, 2009.
6
AGREEMENTS WITH OUR GENERAL PARTNER
We are affiliated with our General Partner and its subsidiaries
("Affiliates"). We are dependent upon the resources and services provided by the
General Partner and these Affiliates.
We do not directly employ any persons to manage or operate its business.
These functions are provided by our General Partner and employees of the General
Partner and/or its Affiliates. We reimburse our General Partner and/or its
Affiliates for all direct and indirect costs of services provided including the
cost of employees and benefits properly allocable to the Fund and all other
expenses necessary or appropriate to the conduct of the business of, and
allocable to, the Fund.
Our General Partner and its Affiliates receive substantial fees and
other compensation from us.
o Our General Partner has a partnership interest equal to 1% of all of
our taxable income, losses and cash distributions. Cash
distributions paid to the our General Partner in the years December
31, 2004 and 2003 were $9,768 and $4,794, respectively.
o Our General Partner receives an organization and offering expense
allowance of 3% of offering proceeds to reimburse it for expenses
incurred in preparing us for registration or qualification under
federal and state securities laws and subsequently offering and
selling our units. This expense allowance does not cover
underwriting fees or sales commissions, but does cover reimbursement
of bona fide accountable due diligence expenses of selling dealers
to a maximum of 1/2 of 1% of offering proceeds. Organization and
offering expenses reimbursed to the General Partner for the years
ended December 31, 2004 and 2003 were $226,438 and $285,249,
respectively.
o Our General Partner received fees for acquiring our equipment of 2%
of the purchase price we pay, including debt we incur or assume in
connection with the acquisition. Fees for acquiring our equipment
paid to the General Partner for the years ended December 31, 2004
and 2003 were $850,220 and $516,239, respectively.
o Our General Partner receives a subordinated annual asset management
fee of either 3% of gross rental payments on our operating leases or
2% of gross rental payments on our full payout leases and notes.
During the five-year reinvestment period, the management fee will be
subordinated to the payment to limited partners of a cumulative
annual distribution of 8% of their capital contributions, as
adjusted by distributions deemed to be a return of capital. Asset
management fees paid to the General Partner for the years ended
December 31, 2004 and 2003 were $383,798 and $73,095, respectively.
o Our General Partner will receive a subordinated commission equal to
one-half of a competitive commission, to a maximum of 3% of the
contract sales price, for arranging the sale of our equipment after
the expiration of a lease. This commission will be subordinated to
the return to our Limited Partners of the purchase price of their
units plus a cumulative annual distribution, compounded daily, of 8%
of their capital contributions, as adjusted by distributions deemed
to be a return of capital. No commissions were paid in the years
ended December 31, 2004 or 2003.
o Our General Partner will receive a commission equal to the lesser of
a competitive rate or 2% of gross rental payments derived from any
re-lease of equipment, payable as we receive rental payments from
re-lease. We will not, however, pay a re-lease commission if the
re-lease is with the original lessee or its affiliates. No re-lease
commissions were paid in the years ended December 31, 2004 or 2003.
o Our General Partner is reimbursed for operating and administrative
expenses, subject to limitations contained in our partnership
agreement. Reimbursed administrative expenses paid to the General
Partner for the years ended December 31, 2004 and 2003 were $482,180
and
7
$594,985, respectively.
o Anthem Securities, Inc., which is the dealer-manager for the
offering of our units and an affiliate of our General Partner,
receives an underwriting fee of 2% of the offering proceeds for
obtaining and managing the group of broker-dealers who will sell the
units in this offering. From this fee, Anthem Securities may
reimburse selling broker-dealers up to 1% of the proceeds of each
unit sold by them for marketing expenses. Anthem Securities also
receives sales commissions of 8% of the proceeds of each unit sold
by it. For the years ended December 31, 2004 and 2003, underwriting
fees of $141,542 and $179,185 respectively, were paid to Anthem
Securities. Anthem Securities did not sell any units and did not
receive sale commission for the years ended December 31, 2004 and
2003.
COMPETITION
The equipment leasing business is highly fragmented and competitive. We
compete with:
o a large number of national, regional and local banks, savings banks,
leasing companies and other financial institutions;
o captive finance and leasing companies affiliated with major
equipment manufacturers; and
o other sources of equipment lease financing, including other
publicly- offered partnerships.
Many of our competitors are substantially larger and have considerably
greater financial, technical and marketing resources than we have. Competition
with these entities may reduce the creditworthiness of potential lessees or
borrowers to whom we have access or decrease our yields. For example, some
competitors may have a lower cost of funds and access to funding sources that
are not available to us. A lower cost of funds could enable a competitor to
offer leases or loans at rates which are less than ours, potentially forcing us
to lower our rates or lose origination volume.
EMPLOYEES
As is commonly the case with limited partnerships, we do not directly
employ any of the persons responsible for our management or operations. Rather,
the personnel of LEAF Financial Corporation and or its affiliates' manage and
operate our business. Officers of our General Partner may spend a substantial
amount of time managing the business and affairs of LEAF Financial Corporation
and its affiliates and may face a conflict regarding the allocation of their
time between our business and affairs and their other business interests. The
officers of our General Partner who provide services to us are not required to
work full time on our affairs. These officers may devote significant time to the
affairs of our General Partner's affiliates and be compensated by these
affiliates for the services rendered to them. There may be significant conflicts
between us and affiliates of our General Partner regarding the availability of
these officers to manage us.
RISKS INHERENT IN OUR BUSINESS
Our success will be subject to risks inherent in the equipment leasing business,
any of which may affect our ability to operate profitably.
A number of factors may affect our ability to operate profitably. These
include:
o the quality of the equipment we lease;
o the continuing strength of the equipment manufacturers;
o the timing of equipment purchases and our ability to forecast
technological advances;
o technological and economic obsolescence;
8
o changes in economic conditions, including fluctuations in demand for
equipment, interest rates and inflation rates;
o defaults by lessees; and
o increases in our expenses, including labor, tax and insurance
expenses.
Higher than expected equipment lease defaults may result in losses.
Higher than expected equipment lease defaults will result in a loss of
anticipated revenues. These losses may adversely affect our ability to make
distributions to partners and, if the level of defaults is sufficiently large,
may result in our inability to fully recover our investment in the underlying
equipment. While we will seek to repossess and re-lease or sell the equipment
subject to a defaulted lease, we may not be able to do so on advantageous terms.
If a lessee files for protection under the bankruptcy laws, we may experience
difficulties and delays in recovering the equipment from the defaulting lessee.
The equipment may be returned in poor condition and we may be unable to enforce
important lease provisions against an insolvent lessee, including the contract
provisions that require the lessee to return the equipment in good condition. In
some cases, a lessee's deteriorating financial condition may make trying to
recover what the lessee owes impractical. The costs of recovering equipment upon
a lessee's default, enforcing the lessee's obligations under the lease, and
transporting, storing, repairing and finding a new lessee or purchaser for the
equipment may be high and may affect our ability to make distributions or result
in a loss to us. If a lessee defaults on a lease we acquired using borrowed
funds or subsequently financed, the entire proceeds from the re-leased or sold
equipment will typically first be applied to payment of the financing and only
after full repayment would we be entitled to any remaining proceeds. In these
circumstances, we may lose some or all of our investment in the equipment.
Using "leverage" to build our portfolio subjects us to the risk that our
revenues may not be sufficient to cover our operating costs plus debt service
and, consequently, may result in losses.
While leverage can enhance our return on invested capital, if the return
on investments we finance fails to cover the fixed cost of the financings, or if
the return is negative, our ability to make distributions will be impaired and
the value of our net assets will decline more rapidly than would be the case in
the absence of leverage. We may pledge some or our entire portfolio as
collateral for our financings. If we are unable to pay our debt service because
of the failure of our lessees or borrowers to make lease payments, or due to
other factors, we may lose the pledged collateral. Lenders or securitizers may
require covenants that could restrict our flexibility in the future. In order to
repay our financing, we may be required to dispose of assets at a time we would
otherwise not do so.
If we are unable to realize the residual value of our equipment, we may incur
losses.
Our ability to recover the full equipment purchase price and our
expected return in connection with an operating lease depends on the potential
value of the equipment once the primary lease term expires. We call this the
"residual value." The residual value will depend upon numerous factors beyond
our control, including:
o whether the original lessee desires to retain the equipment;
o the cost of comparable new equipment;
o the obsolescence or poor condition of the leased equipment; and
o the existence of a secondary market for the type of used equipment.
Interest rate changes may reduce the value of our portfolio and our returns on
it.
Changes in interest rates will affect the market value of our portfolio.
In general, the market value of an equipment lease will change in inverse
relation to an interest rate change where it has a fixed rate of return.
9
Accordingly, in a period of rising interest rates, the market value of our
equipment leases will decrease. A decrease in the market value of our portfolio
will adversely affect our ability to obtain financing against our portfolio or
to liquidate it. Interest rate changes will also affect the return we obtain on
new equipment leases. During a period of declining rates, our reinvestment of
rental payments may be at lower rates than we obtained in prior equipment leases
or the equipment leases being repaid, thereby reducing our gross revenues. Also,
increases in interest on financing we obtain will not necessarily be reflected
in increased rates of return on the equipment leases funded through that debt,
which would adversely affect our net return on them. Accordingly, interest rate
changes may materially affect our revenues, which in turn may affect the amount
we are able to distribute to Limited Partners.
Current economic conditions may adversely affect our ability to build our
portfolio.
The current economic slowdown in the United States may adversely affect
our ability expeditiously to invest the proceeds of this offering as businesses
seek aggressively to reduce their costs. This may result in distributions to
partners that, in the initial period of our operations, may be less than if the
proceeds were fully invested. The economic slowdown has also reduced interest
rates which may reduce the returns we can obtain on our leases and, as a
consequence, the distributions we can make to partners. Continuation of current
conditions, or recurrence of these conditions, may reduce our income or
partnership distributions, increase our delinquencies or defaults and reduce our
ability to obtain financing to build our portfolio.
Damage or disruptions to our General Partner's operating systems could make us
less attractive as a source of equipment leases.
Our ability to originate leases, manage our operations and realize
residual values from our equipment leases depends upon the operating systems of
our General Partner, particularly its computer, telecommunications and related
equipment, and its ability to protect those systems against damage or
disruptions from power loss, telecommunications failure, computer intrusions or
viruses or similar adverse events. Although our General Partner has implemented
security and protective measures, our General Partner's systems could still be
vulnerable. Any damage or disruption to these systems could make us less
attractive to customers as a source of equipment leases.
We may be unable to obtain insurance for certain types of losses.
While our equipment leases generally require lessees or borrowers to
have comprehensive insurance on the equipment under lease and to assume the risk
of loss, some losses may be either uninsurable or not economically insurable,
such as from war or earthquakes. Furthermore, we can neither anticipate nor
obtain insurance against all possible contingencies that may affect the
equipment. If an event against which we have no insurance were to occur, we
could lose some or all of our investment in the affected equipment.
If we are, or become, subject to usury laws, it could result in reduced revenues
or, possibly, lags on our investment.
Equipment leases have sometimes been deemed to be loan transactions
subject to state usury laws. These laws impose maximum interest rates that may
be charged on loans as well as penalties for violation, including restitution of
excess interest and unenforceability of debt. We seek to structure our leases so
that they will not be deemed to be loans or to violate state usury laws.
However, uncertainties in the application of some laws may result in inadvertent
violations which could result in reduced investment returns or, possibly, loss
on an investment.
10
Investments in joint ventures may be subject to risks that our co-venturer may
have different business objectives than ours.
Our partnership agreement permits us to invest in joint ventures.
Investing in joint ventures involves risks not present when directly investing
in equipment to lease to end users. These risks include the possibility that our
co-venturer may have business or economic objectives or interests that are
inconsistent with ours and want to manage the joint venture in ways that do not
maximize our return. Among other things, actions by a co-venturer might subject
equipment leases owned by the venture to liabilities greater than those we
contemplate. Also, when more than one person controls a venture, there may be a
stalemate, or impasse, on decisions, including decisions regarding a proposed
sale or other transfer of assets. Moreover, while our partnership agreement
requires that any joint venture arrangement contain provisions permitting one
venturer to buy the equipment from the other co-venturer in the case of a sale,
it may not have the resources to do so.
ITEM 2. PROPERTIES
Not Applicable - We do not own or lease any real property.
ITEM 3. LEGAL PROCEEDINGS
We are not subject to any pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our Limited Partners during the
fourth quarter of the year ended December 31, 2004.
11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) The Fund's limited partnership units are not publicly traded. There is no
market for the Fund's limited partnership units and it is unlikely that any
will develop.
(b) Number of Equity Security Holders:
Number of Partners
as of
Title of Class December 31, 2004
- ----------------------------------------------------------- -----------------
Limited Partnership Interests.............................. 468
General Partnership Interest............................... 1
(c) Total distributions paid to limited partners on a monthly basis for
years ended December 31, 2004 and 2003 were $967,980 and $474,950,
respectively.
12
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read together with our
financial statements, the notes to our financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7 in this report. We have derived the selected financial data set forth
below for the years ended December 31, 2004 and 2003 from our financial
statements appearing elsewhere in this report, which have been audited by Grant
Thornton LLP, our independent registered public accounting firm. The financial
data for the period ended December 31, 2003 is for the period beginning with the
inception of our operations on March 3, 2003 through December 31, 2003; and,
accordingly, we deem March 3, 2003 to be the commencement of our operations and
we refer to the period from that date through December 31, 2003, as the year
ended December 31, 2003.
For the Years Ended
December 31,
----------------------------
2004 2003
------------ ------------
Revenues ........................................................ $ 3,356,758 $ 969,369
General and administrative expenses ............................. $ 791,220 $ 802,151
Interest expense ................................................ $ 1,873,986 $ 321,472
Net loss ........................................................ $ (249,674) $ (396,285)
Distributions to Partners ....................................... $ 977,748 $ 479,744
Weighted average number of limited partnership units
outstanding during the year .................................... 137,000 61,149
Net loss per weighted limited partnership unit - basic and
fully diluted .................................................. $ (1.80) $ (6.42)
December 31,
------------------------------------------
2004 2003 2002
------------ ------------ ------------
Total assets .......................................... $ 66,098,356 $ 28,212,547 $ 1,001
Net investment in direct financing leases and notes ... $ 53,150,659 $ 24,216,771 -
Equipment under operating leases (net) ................ $ 1,569,754 $ 313,479 -
Debt .................................................. $ 51,461,671 $ 20,386,402 -
Partners' capital ..................................... $ 12,789,065 $ 7,452,099 $ 1,001
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Lease Equity Appreciation Fund I L.P. (the "Fund") is a Delaware limited
partnership that was formed on January 31, 2002. On June 30, 2004, the Fund's
general partner, LEAF Asset Management, Inc. merged into its parent, LEAF
Financial Corporation ("the General Partner" or "LEAF"). LEAF is a wholly owned
subsidiary of Resource Leasing, Inc., a wholly owned subsidiary of Resource
America, Inc., which is a publicly-traded company (NASDAQ: REXI) operating in
the real estate, financial services, energy and equipment leasing sectors.
As of August 15, 2004, the date the Fund's offering period terminated,
the Fund had raised $17,060,772 through the sale of 171,746 limited partner
units.
The Fund seeks to acquire a diversified portfolio of equipment that is
financed for third parties. The Fund may also acquire portfolios of equipment
subject to existing leases and notes from other equipment lessors. The principal
objective of the Fund is to generate regular cash distributions to the Limited
Partners. The equipment we finance is principally for general business and
industrial use and we focus on the small to mid sized business market, generally
businesses with 500 or fewer employees, $1 billion or less in total assets or
$100 million or less in total annual sales. We specialize in financing business
essential equipment within a price range of $20,000 to $2 million. The equipment
we finance includes computers, copiers, furniture, heating, ventilation and air
conditioning equipment, industrial equipment, medical equipment and
telecommunications equipment.
The Fund's leases consist of both direct financing and operating leases
which are recorded in accordance with generally accepted accounting principles
in the United States of America. Under the direct financing method of accounting
for leases, interest income (the excess of the aggregate future rentals and
estimated unguaranteed residuals upon expiration of the lease over the related
equipment cost) is recognized over the life of the lease using the interest
method. Under the operating method of accounting for leases, the cost of the
leased equipment, including acquisition fees associated with lease placements,
is recorded as an asset and depreciated on a straight-line basis over its
estimated useful life. Rental income on operating leases consists primarily of
monthly periodic rentals due under the terms of the leases. Generally, during
the lease terms of existing operating leases, the Fund will not recover all of
the undepreciated cost and related expenses of its rental equipment and,
therefore, it is prepared to remarket the equipment in future years. When a
direct financing lease is 90 days or more delinquent, the lease is classified as
being on non-accrual and we do not recognize interest income on that lease until
the lease become less than 90 days delinquent.
14
We commenced operations on March 3, 2003. As of December 31, 2004 our
portfolio contained 1,738 equipment leases with 1,621 individual end users in 50
states. No individual end user or single piece of equipment accounted for more
than 3% of our portfolio based on original cost of the equipment. As of December
31, 2004, we had net investment of $1,569,754 in equipment under operating
leases and a net investment of $53,150,659 in direct financing leases and notes
for a total investment in lease assets of $54,720,413. Our average original
equipment cost per equipment finance transaction was $39,850. As of December 31,
2004, the weighted average initial term of a lease was 38 months.
We utilize debt facilities in addition to equity to fund the
acquisitions of lease portfolios. As of December 31, 2004, our outstanding debt
was $51,461,671.
RESULTS OF OPERATIONS
Year ended December, 31, 2004 Compared to Year Ended December 31, 2003
Our interest and rental income increased to $3,356,758 for the year
ended December 31, 2004 as compared to $969,369 in the year ended December 31,
2003, an increase of $2,387,389 (246%). This increase is attributable to our
increase in leased assets. Total lease assets increased to $54,720,413 in the
year ended December 31, 2004 as compared to $24,530,250 in the year ended
December 31, 2003, an increase of $30,190,163 (123%). This growth was driven by
our General Partner's increased sales and marketing efforts supported by the
funds raised through the sale of limited partnership units and additional lines
of financing. Interest expense increased to $1,873,986 in the year ended
December 31, 2004 as compared to $321,472 in the year ended December 31, 2003,
an increase of $1,552,514 (483%) due to our increase in debt incurred to acquire
equipment subject to leases. Debt increased to $51,461,671 at December 31, 2004
as compared to $20,386,402 at December 31, 2003, an increase of $31,075,269
(152%). As the Fund's lease portfolio grows and the Fund obtains additional
debt, interest expense will increase in future periods. Our provision for credit
losses increased to $394,928 in the year ended December 31, 2004 as compared to
$5,000 in the year ended December 31, 2003, an increase of $389,928. As our
portfolio grows our provision for credit losses will also grow. Total operating
expenses increased to $1,517,883 in the year ended December 31, 2004 as compared
to $1,042,868 in the year ended December 31, 2003, an increase of $475,015 (46%)
This increase was primarily due to increases in management fees paid to our
General Partner as well as an increase in depreciation expense. Management fees
increased to $383,798 in the year ended December 31, 2004 as compared to $73,095
in the year ended December 31, 2003, an increase of $310,703 (425%). This
increase is directly attributable to our growth in lease assets. Depreciation
expense from operating leases increased to $342,865 in the year ended December
31, 2004 as compared to $167,622 in the year ended December 31, 2003, an
increase of $175,243 (104%).
Our net loss for the years ended December 31, 2004 and 2003 was $249,674
and $396,285, respectively. The loss per limited partnership unit, after the
loss allocated to the General Partner for the years ended December 31, 2004 and
2003 was $1.80 and $6.42, respectively, based on a weighted average number of
limited partnership units outstanding of 137,000 and 61,149, respectively. To
attain profitability the Fund needs to increase its revenues by acquiring
additional lease portfolios. It is expected that the Funds debt facility with
WestLB AG, will allow the Fund to purchase additional lease portfolios to attain
profitability.
Partners' distributions paid during the years ended December 31, 2004
and December 31, 2003 were $977,748 and $479,744, respectively.
15
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
Our major sources of liquidity have been obtained by the sale of
partnership units and the issuance of debt. The offering of partnership units
terminated in August 2004.
Our primary cash requirements, in addition to normal operating expenses,
are for debt service, investment in leases and distributions to partners. In
addition to cash generated from operations, we plan to meet our cash
requirements through new credit facilities.
The following table sets forth our sources and uses of cash for the
periods indicated:
For the Years Ended
December 31,
-----------------------------
2004 2003
------------- -------------
Net cash provided by (used in) operating activities ........ $ 2,189,315 $ (734,969)
Net cash used in investing activities ...................... (30,867,192) (24,713,077)
Net cash provided by financing activities .................. 29,958,363 26,477,439
------------- -------------
Increase in cash ........................................... $ 1,280,486 $ 1,029,393
============= =============
Our liquidity is affected by our ability to leverage our portfolio
through expansion of credit facilities. In addition, changes in interest rates
will affect the market value of our portfolio and our ability to obtain
financing. In general, the market value of an equipment lease will change in
inverse relation to an interest rate change where the lease has a fixed rate of
return. Accordingly, in a period of rising interest rates, the market value of
our equipment leases will decrease. A decrease in the market value of our
portfolio will adversely affect our ability to obtain financing against our
portfolio or to liquidate it. In addition, the terms of our credit facilities
have financial covenants related to our net worth and leverage. As of December
31, 2004, we were in compliance with all such covenants. If we do not meet the
requirements of the covenants in the future, default could occur that will have
an adverse effect on our operations and could force us to liquidate our
portfolio.
Our liquidity could also be affected by higher than expected equipment
lease defaults. Higher than expected equipment lease defaults will result in a
loss of anticipated revenues. These losses may adversely affect our ability to
make distributions to partners and, if the level of defaults is sufficiently
large, may result in our inability to fully recover our investment in the
underlying equipment. In evaluating our allowance for possible losses on
uncollectible leases, we consider our contractual delinquencies, economic
conditions and trends, industry statistics, lease portfolio characteristics and
our General Partner's management's prior experience with similar lease assets.
At December 31, 2004, our credit evaluation indicated the need for an allowance
for possible losses of $120,000. As our lease portfolio increases we anticipate
the allowance for possible losses will increase.
We describe factors affecting our liquidity, as well as the risks and
uncertainties relating to our ability to generate this liquidity, in Item 1,
"Business - Risk Factors" and in this item in "Results of Operations," and
"Contractual Obligations and Commercial Commitments."
The increase in cash provided by operations and investing reflects the
full period of operating activities during the year ended December 31, 2004 as
compared to the ramp-up of activities of the Fund in 2003.
Net cash provided by financing activities for the year ended December
31, 2004 was $29,958,363. This was primarily due to debt proceeds of $57,758,292
used to acquire lease portfolios (reduced by repayment of debt of $26,683,023),
and $7,272,706 from the issuance of limited partner units. The increase in
borrowings is due to the expansion of our credit facilities in 2004.
16
o In May 2004, we established a $10,000,000 revolving warehouse line
of credit with Sovereign Bank. This line of credit, which is secured
by lease receivables, bears interest at a floating rate of LIBOR
plus 2.5% interest per annum. The balance of this credit facility at
December 31, 2004 is $3,436,872.
o On December 31, 2004, our wholly owned subsidiary LEAF Fund I LLC
executed a secured loan agreement with WestLB AG, New York Branch
for $75 million and borrowed $23,258,244. This loan, which is
secured by lease receivables, bears interest at a floating rate of
LIBOR plus 1.10% interest per annum. To mitigate our exposure to
changes in interest rates we are hedging future cash flows utilizing
an interest rate swap which fixes interest at 4.79%
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following tables set forth our obligations and commitments as of
December 31, 2004.
CONTRACTUAL CASH OBLIGATIONS:
Less 1-3 4-5 After
Total than 1 Year Years Years 5 years
------------ ------------ ------------ ------------ ------------
Long term debt ............... $ 48,024,799 $ 15,056,877 $ 23,488,060 $ 9,000,398 $ 479,464
Revolving credit facilities .. 3,436,872 3,436,872 - - -
------------ ------------ ------------ ------------ ------------
$ 51,461,671 $ 18,493,749 $ 23,488,060 $ 9,000,398 $ 479,464
============ ============ ============ ============ ============
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Fund does not believe that there are any recently issued, but not
yet effective, accounting standards that will have a material effect on the
Partnership's financial position or results of operations.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
The Fund's investment in financing assets consists of direct financing
leases and notes and operating leases. Leases are recorded in accordance with
Statement of Financial Accounting Standards No. 13, "Accounting for Leases," and
its various amendments and interpretations.
Direct Financing Leases. Certain of the Fund's lease transactions are
accounted for as direct financing leases (as distinguished from operating
leases). Such leases transfer substantially all benefits and risks of equipment
ownership to the customer. The Fund's investment in direct financing leases and
notes consists of the sum of the total future minimum lease payments receivable
and the estimated unguaranteed residual value of leased equipment, less unearned
lease income. Unearned finance income, which is recognized as revenue over the
term of the finance by the effective interest method, represents the excess of
the total future minimum lease payments plus the estimated unguaranteed residual
value expected to be realized at the end of the lease term over the cost of the
related equipment. The Fund generally discontinues the recognition of revenue
for direct financing leases for which payments are more than 90 days past due.
17
Operating Leases. Leases not meeting any of the criteria to be
classified as direct financing leases are deemed to be operating leases. Under
the accounting for operating leases, the cost of the leased equipment, including
acquisition fees associated with lease placements, is recorded as an asset and
depreciated on a straight-line basis over the equipment's estimated useful life,
generally up to seven years. Rental income consists primarily of monthly
periodic rentals due under the terms of the leases. The Fund recognizes rental
income on a straight line basis. Generally, during the lease terms of existing
operating leases, the Fund will not recover all of the undepreciated cost and
related expenses of its rental equipment and, therefore, it is prepared to
remarket the equipment in future years. The Fund's policy is to review, on a
quarterly basis, the expected economic life of its rental equipment in order to
determine the recoverability of its undepreciated cost. In accordance with U.S.
GAAP, the Fund writes down its rental equipment to its estimated net realizable
value when it is probable that its carrying amount exceeds such value and the
excess can be reasonably estimated; gains are only recognized upon actual sale
of the rental equipment. There were no write-downs of equipment during the years
ended December 31, 2004 and 2003.
Fees from delinquent payments are recognized when received and our
included in other income.
Derivative Instruments and Hedging Activities
The Fund accounts for its derivative instruments and hedging activities
in accordance with Statement of Financial Accounting Standard 149 ("SFAS 149"),
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 clarifies and amends SFAS No. 133 ("SFAS 133"), "Accounting for
Derivative Financial Instruments and Hedging Activities" for implementation
issues raised by constituents or includes the conclusions reached by the FASB on
certain FASB Staff Implementation Issues. SFAS 149 is effective for contracts
entered into or modified after June 30, 2003.
18
ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At December 31, 2004 our outstanding debt totaled $51,461,671, which
consists of fixed rate debt of $24,766,554 and variable rate debt of
$26,695,117. Our variable rate debt consists of $23,258,244 with WestLB AG and
$3,436,873 with Sovereign Bank.
To mitigate interest rate risk on the WestLB AG debt we employ a hedging
strategy using derivative financial instruments such as interest rate swaps,
which fixes the interest rate on this facility at 4.79%.
The interest rate on the Sovereign facility is calculated at LIBOR plus
2% per annum. The weighted average interest rate for this facility was 4.19% for
the year ended December 31, 2004. Holding all variables constant, if interest
rates hypothetically increased or decreased by 10%, our net loss would change by
approximately $23,000.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Partners
Lease Equity Appreciation Fund I, L.P.
We have audited the accompanying consolidated balance sheets of Lease Equity
Appreciation Fund I, L.P. and subsidiary as of December 31, 2004 and 2003, and
the related consolidated statements of operations, partners' capital and
comprehensive loss, and cash flows for the years then ended. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Fund is not required to have,
nor were we engaged to perform an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lease Equity Appreciation Fund
I, L.P. and subsidiary as of December 31, 2004 and 2003, and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Grant Thornton LLP
Cleveland, Ohio
February 25, 2005
20
LEASE EQUITY APPRECIATION FUND I, L.P.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2004 and 2003
December 31,
---------------------------
2004 2003
------------ ------------
ASSETS
Cash ................................................................. $ 2,310,880 $ 1,030,394
Restricted cash ...................................................... 7,642,227 1,595,632
Accounts receivable .................................................. 56,837 85,372
Other receivables .................................................... 531,558 574,245
Due from related parties, net ........................................ - 128,833
Direct financing leases and notes, net ............................... 53,150,659 24,216,771
Assets subject to operating leases, net of accumulated depreciation
of $316,084 and $154,133 ............................................ 1,569,754 313,479
Other assets ......................................................... 836,441 267,821
------------ ------------
$ 66,098,356 $ 28,212,547
============ ============
LIABILITIES AND PARTNERS' CAPITAL LIABILITIES:
Debt .............................................................. $ 51,461,671 $ 20,386,402
Accounts payable and accrued expenses ............................. 840,118 374,046
Due to related parties, net ....................................... 955,361 -
Fair value of interest rate swap .................................. 52,141 -
------------ ------------
Total liabilities ............................................... 53,309,291 20,760,448
PARTNERS' CAPITAL .................................................... 12,789,065 7,452,099
------------ ------------
$ 66,098,356 $ 28,212,547
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
21
LEASE EQUITY APPRECIATION FUND I, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2004 and 2003
December 31,
---------------------------
2004 2003
------------ ------------
Interest and rental income ........................................... $ 3,356,758 $ 969,369
Interest expense ..................................................... 1,873,986 321,472
------------ ------------
Net interest and rental income ..................................... 1,482,772 647,897
Provision for credit losses .......................................... 394,928 5,000
------------ ------------
1,087,844 642,897
Other income ......................................................... 180,365 3,686
------------ ------------
Operating income ................................................... 1,268,209 646,583
Administrative expenses reimbursed to related party .................. 482,180 594,985
General and administrative expenses .................................. 309,040 207,166
Management fee to related party ...................................... 383,798 73,095
Depreciation ......................................................... 342,865 167,622
------------ ------------
1,517,883 1,042,868
------------ ------------
Net loss ........................................................... $ (249,674) $ (396,285)
============ ============
Weighted average number of limited partner units outstanding
during the period ................................................... 137,000 61,149
============ ============
Net loss per weighted average limited partner unit ................... $ (1.80) $ (6.42)
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
22
LEASE EQUITY APPRECIATION FUND I, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
AND COMPREHENSIVE LOSS
For the Years Ended December 31, 2004 and 2003
General Limited Partners
Partner -----------------------------
Amount Units Amount
------------- ------------- -------------
Balance, December 31, 2002 .................. $ 1,000 10 $ 1
Limited Partners' contribution ............ - 94,310 9,371,139
Offering costs related to the sale of
Limited Partnership units ................ - - (1,181,175)
Cash distributions paid ................... (4,794) - (474,950)
Cash distributions reinvested ............. - 1,383 137,164
Redemption of Limited Partner units ....... - (10) (1)
Net loss .................................. (3,963) - (392,322)
------------- ------------- -------------
Balance, December 31, 2003 .................. $ (7,757) 95,693 $ 7,459,856
------------- ------------- -------------
Limited Partners' contribution ............ - 73,213 7,272,706
Offering costs related to the sale of
Limited Partnership units ................ - - (935,940)
Cash distributions paid ................... (9,768) - (967,980)
Cash distributions reinvested ............. - 2,840 279,763
Net loss .................................. (2,496) - (247,178)
Unrealized loss on hedging derivative ....... - - -
------------- ------------- -------------
Balance, December 31, 2004 .................. $ (20,021) 171,746 $ 12,861,227
============= ============= =============
Accumulated
Other Partners' Comprehensive
Comprehensive Capital Loss
Loss Total Total
------------- ------------- -------------
Balance, December 31, 2002 .................. $ - $ 1,001 $ -
Limited Partners' contribution ............ - 9,371,139 -
Offering costs related to the sale of
Limited Partnership units ................ - (1,181,175) -
Cash distributions paid ................... - (479,744) -
Cash distributions reinvested ............. - 137,164 -
Redemption of Limited Partner units ....... - (1) -
Net loss .................................. - (396,285) (396,285)
------------- ------------- -------------
Balance, December 31, 2003 .................. $ - $ 7,452,099 $ (396,285)
------------- ------------- -------------
Limited Partners' contribution ............ - 7,272,706 -
Offering costs related to the sale of
Limited Partnership units ................ - (935,940) -
Cash distributions paid ................... - (977,748) -
Cash distributions reinvested ............. - 279,763 -
Net loss .................................. - (249,674) (249,674)
Unrealized loss on hedging derivative ....... (52,141) (52,141) (52,141)
------------- ------------- -------------
Balance, December 31, 2004 .................. $ (52,141) $ 12,789,065 $ (301,815)
============= ============= =============
The accompanying notes are an integral part of these consolidated
financial statements.
23
LEASE EQUITY APPRECIATION FUND I, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004 and 2003
December 31,
---------------------------
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................................................ $ (249,674) $ (396,285)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
(Gain) Loss on sale of equipment and lease dispositions net ............. (60,764) 10,206
Depreciation ............................................................ 342,865 167,622
Amortization of deferred financing costs ................................ 60,765 6,399
Provision for credit losses ............................................. 394,928 5,000
Decrease (increase) in accounts receivable .............................. 71,222 (659,618)
Decrease (increase) in other assets ..................................... 79,707 (113,506)
Increase in accounts payable and accrued expenses ....................... 466,072 374,046
Increase (decrease) in due to related parties, net ...................... 1,084,194 (128,833)
------------ ------------
Net cash provided by (used in) operating activities ................... 2,189,315 (734,969)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment under operating leases ......................... (1,599,140) (657,952)
Investment in direct financing leases and notes ......................... (41,411,989) (26,666,040)
Proceeds from direct financing leases, net of earned income ............. 10,848,171 2,231,864
Security deposits received, net ......................................... 407,849 23,853
Proceeds from sale of equipment and lease dispositions .................. 887,917 355,198
------------ ------------
Net cash used in investing activities ................................. (30,867,192) (24,713,077)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in restricted cash ............................................. (6,046,595) (1,595,632)
Increase in deferred financing costs .................................... (709,092) (160,715)
Proceeds from debt ...................................................... 57,758,292 36,972,482
Repayment of debt ....................................................... (26,683,023) (16,586,080)
Limited Partners' capital contribution .................................. 7,552,469 9,508,303
Partners' distributions paid ............................................ (977,748) (479,744)
Payment of offering costs incurred for the sale of partnership units .... (935,940) (1,181,175)
------------ ------------
Net cash provided by financing activities ............................. 29,958,363 26,477,439
------------ ------------
Increase in cash .......................................................... 1,280,486 1,029,393
Cash, beginning of year ................................................... 1,030,394 1,001
------------ ------------
Cash, end of year ......................................................... $ 2,310,880 $ 1,030,394
============ ============
The accompanying notes are an integral part of these consolidated
financial statements.
24
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Lease Equity Appreciation Fund I, L.P. ("Fund"), a Delaware limited
partnership, was formed on January 31, 2002 by LEAF Financial Corporation
("General Partner"). LEAF Financial Corporation, a Delaware corporation, is a
wholly owned subsidiary of Resource Leasing, Inc., a wholly owned subsidiary of
Resource America, Inc. Resource America, Inc. is a publicly-traded company
(Nasdaq: REXI) operating in the real estate, financial services, energy and
equipment leasing sectors.
On March 3, 2003, the Fund satisfied its minimum offering requirement of
$2,000,000 and commenced operations. At that time, the initial limited partner
withdrew from the Partnership.
As of August 15, 2004, the date the Fund's offering period terminated,
the Fund had raised $17,060,772 through the sale of 171,746 limited partner
units including distributions reinvested. The Fund seeks to acquire a
diversified portfolio of equipment to finance to end users throughout the United
States. The Fund also seeks to acquire existing portfolios of equipment subject
to existing financings from other equipment lessors. The primary objective of
the Fund is to generate regular cash distributions to the Limited Partners from
its equipment lease portfolio over the life of the Fund.
As of December 31, 2004 and 2003, in addition to its 1% general partner
interest, the General Partner also held a 5% limited partner interest in the
Fund. The Fund will terminate on December 31, 2027, or earlier, if a dissolution
event occurs, as defined in the Limited Partnership Agreement (the "Partnership
Agreement").
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Fund
and its wholly-owned subsidiary. All intercompany accounts and transactions have
been eliminated in the consolidation.
RECLASSIFICATIONS
Certain reclassifications have been made to the 2003 consolidated
financial statements to conform to the 2004 presentation.
CLASSIFICATION
Management believes that, consistent with the financial statement
presentation of other equipment leasing companies, it is more appropriate to
present the Fund's consolidated balance sheet on a non-classified basis, which
does not segregate assets and liabilities into current and non-current
categories.
25
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
USE OF ESTIMATES
Preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America ("U.S. GAAP")
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Significant estimates
include the estimated unguaranteed residual values of leased equipment, the
allowance for possible losses and impairment of long-lived assets. Actual
results could differ from those estimates.
Unguaranteed residual value represents the estimated amount to be
received at lease termination from lease extensions or ultimate disposition of
the leased equipment. The estimates of residual values are based upon the Fund's
history with regard to the realization of residuals, available industry data and
senior management's experience with respect to comparable equipment. The
estimated residual values are recorded as a component of investments in leases
on a net present value basis. Residual values are reviewed periodically to
determine if the current estimate of the equipment's fair market value appears
to be below its recorded estimate. If required, residual values are adjusted
downward to reflect adjusted estimates of fair market values. In accordance with
U.S. GAAP, upward adjustments to residual values are not permitted.
The Fund's allowance for possible losses is primarily based on factors
which include the General Partners historical loss experience, an analysis of
contractual delinquencies, economic conditions and trends, industry statistics
and lease portfolio characteristics. The Fund's policy is to charge off to the
allowance those leases which are in default and for which management has
determined the probability of collection to be remote.
The Fund reviews its long-lived assets for impairment whenever events or
circumstances indicate that the carrying amount of such assets may not be
recoverable. If it is determined that estimated undiscounted future cash flows
derived from long-lived assets will not be sufficient to recover their carrying
amounts, an impairment charge will be recorded if the carrying amount of the
asset exceeds their estimated fair values.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Fund to
concentrations of credit risk consist of excess cash. The Fund deposits its
excess cash in high-quality financial institutions. As of December 31, 2004, the
Fund had deposits at two banks totaling $2,338,573, of which $2,138,573 was over
the insurance limit of the Federal Deposit Insurance Corporation. No losses have
been experienced on such deposits.
26
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
RESTRICTED CASH
Restricted Cash as of December 31, 2004 and 2003 includes cash being
held in reserve by the Fund's lenders.
OTHER ASSETS
As of December 31, 2004 and 2003, other assets include $794,456 and
$154,315, respectively, of unamortized deferred financing costs which are being
amortized over the terms of the related debt.
REVENUE RECOGNITION
The Fund's investment in financing assets consists of direct financing
leases and notes and operating leases. Leases are recorded in accordance with
Statement of Financial Accounting Standards No. 13, "Accounting for Leases," and
its various amendments and interpretations.
Direct Financing Leases. Certain of the Fund's lease transactions are
accounted for as direct financing leases (as distinguished from operating
leases). Such leases transfer substantially all benefits and risks of equipment
ownership to the customer. The Fund's investment in direct financing leases and
notes consists of the sum of the total future minimum lease payments receivable
and the estimated unguaranteed residual value of leased equipment, less unearned
lease income. Unearned finance income, which is recognized as revenue over the
term of the finance by the effective interest method, represents the excess of
the total future minimum lease payments plus the estimated unguaranteed residual
value expected to be realized at the end of the lease term over the cost of the
related equipment. The Fund generally discontinues the recognition of revenue
for direct financing leases for which payments are more than 90 days past due.
Operating Leases. Leases not meeting any of the criteria to be
classified as direct financing leases are deemed to be operating leases. Under
the accounting for operating leases, the cost of the leased equipment, including
acquisition fees associated with lease placements, is recorded as an asset and
depreciated on a straight-line basis over the equipment's estimated useful life,
generally up to seven years. Rental income consists primarily of monthly
periodic rentals due under the terms of the leases. The Fund recognizes rental
income on a straight line basis. Generally, during the lease terms of existing
operating leases, the Fund will not recover all of the undepreciated cost and
related expenses of its rental equipment and, therefore, it is prepared to
remarket the equipment in future years. The Fund's policy is to review, on a
quarterly basis, the expected economic life of its rental equipment in order to
determine the recoverability of its undepreciated cost. In accordance with U.S.
GAAP, the Fund writes down its rental equipment to its estimated net realizable
value when it is probable that its carrying amount exceeds such value and the
excess can be reasonably estimated; gains are only recognized upon actual sale
of the rental equipment. There were no write-downs of equipment during the years
ended December 31, 2004 and 2003.
Fees from delinquent payments are recognized when received and are
included in other income.
27
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
INCOME TAXES
Federal and state income tax laws provide that the income or losses of
the Fund are reportable by the Partners on their individual income tax returns.
Accordingly, no provision for such taxes has been made in the accompanying
financial statements.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
During the years ended December 31, 2004, and 2003, the Fund paid
interest of $1,764,859 and $224,763, respectively.
NET LOSS PER LIMITED PARTNERSHIP UNIT
Net loss per limited partnership unit is computed by dividing net loss
allocated to Limited Partners by the weighted average number of limited
partnership units outstanding during the period. The weighted average number of
limited partnership units outstanding during the period is computed based on the
number of limited partnership units issued during the period weighted for the
days outstanding during the period. Basic loss per limited partnership unit
equals dilutive net loss per limited partnership unit because there are no
potential dilutive units.
RECENT ACCOUNTING PRONOUNCEMENTS
The Fund accounts for its derivative instruments and hedging activities
in accordance with Statement of Financial Accounting Standard 149 ("SFAS 149"),
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 clarifies and amends SFAS No. 133 ("SFAS 133"), "Accounting for
Derivative Financial Instruments and Hedging Activities" for implementation
issues raised by constituents and includes the conclusions reached by the FASB
on certain FASB Staff Implementation Issues. SFAS 149 is effective for contracts
entered into or modified after June 30, 2003.
TRANSFERS OF FINANCIAL ASSETS
In connection with establishing its revolving line of credit with WestLB
AG, the Fund formed a bankruptcy remote special purpose entity through which the
financing is arranged. Under SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, the Fund's
transfers of assets to the special purpose entity do not qualify for sales
accounting treatment due to certain call provisions that the Fund maintains.
Accordingly, assets and related debt of the special purpose entity are included
in the Fund's consolidated balance sheets. The Fund's leases and restricted cash
are assigned as collateral for these borrowings and there is no further recourse
to the general credit of the Fund. Collateral in excess of these borrowings
represents the Fund's maximum loss exposure.
28
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
For cash, receivables and payables, the carrying amounts approximate
fair values because of the short maturity of these instruments. The carrying
value of debt approximates fair market value since interest rates approximate
current market rates. The interest rate swap discussed in Note 6 is recorded at
fair value in the accompanying consolidated balance sheet.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net income and all other changes in
the equity of a business during a period from non-owner sources. These changes,
other than net income (loss), are referred to as "other comprehensive income
(loss)" and for the Fund, only include changes in the fair value of unrealized
hedging gains and losses.
NOTE 3 - ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH DISTRIBUTIONS
Cash distributions, if any, are made monthly as follows: 99% to the
Limited Partners and 1% to the General Partner until the Limited Partners have
received an amount equal to their unpaid cumulative return (8% of their adjusted
capital contribution) and thereafter, to investment and reinvestment in
investments or, if the partnership General Partner elects not to invest or
reinvest such distributable cash, 99% to the Limited Partners and 1% to the
General Partner.
Net income for any fiscal period during the reinvestment period (the
period commencing March 3, 2003 and ending August 15, 2009 is allocated 99% to
the Limited Partners and 1% to the General Partner. Income during the
liquidation period, as defined in the Partnership Agreements, will be allocated
first to the Partners in proportion to and to the extent of the deficit
balances, if any, in their respective capital accounts. Thereafter, net income
will be allocated 99% to the Limited Partners and 1% to the General Partner.
NOTE 4 - INVESTMENT IN DIRECT FINANCING LEASES AND NOTES
The Fund's direct financing leases are for initial lease terms ranging
from 3 to 84 months. Unguaranteed residuals for direct financing leases
represent the estimated amounts recoverable at lease termination from lease
extensions or disposition of the equipment. The interest rates on notes
receivable range from 5% to 19%. As of December 31, 2004 and 2003, 14% and 17%
of leased equipment, respectively, was located in California.
December 31,
---------------------------
2004 2003
------------ ------------
Direct financing leases ................ $ 51,340,412 $ 24,216,771
Notes receivable ....................... 1,810,247 -
------------ ------------
Direct financing leases and notes ...... $ 53,150,659 $ 24,216,771
============ ============
29
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 4 - INVESTMENT IN DIRECT FINANCING LEASES AND NOTES - (CONTINUED)
The components of the net investment in direct financing leases as of
December 31, 2004 and December 31, 2003 are as follows:
December 31,
---------------------------
2004 2003
------------ ------------
Total future minimum lease payments ................... $ 58,892,148 $ 27,983,069
Unearned rental income ................................ (7,401,200) (3,919,935)
Residuals, net of unearned residual income ............ 401,166 182,490
Security deposits ..................................... (431,702) (23,853)
------------ ------------
51,460,412 24,221,771
Allowance for possible losses. ........................ (120,000) (5,000)
------------ ------------
$ 51,340,412 $ 24,216,771
============ ============
For year ended December 31, 2004 and 2003, allowance for possible losses
is as follows:
December 31,
---------------------------
2004 2003
------------ ------------
Allowance for possible losses, December 31, 2003 ...... $ 5,000 $ -
Provision for credit losses ........................... 394,928 5,000
Net write offs ........................................ (279,928) -
------------ ------------
Allowance for possible losses, December 31, 2004 ...... $ 120,000 $ 5,000
============ ============
The future minimum lease payments and related rental payments expected
to be received on non-cancelable direct financing leases, notes and operating
leases at December 31, 2004 are as follows:
Direct
Years Ending December 31, Financing Leases Notes Operating Leases Total
- -------------------------------- -------------------- ------------ ---------------- ------------
2005 ........................... $ 20,184,108 $ 282,745 $ 791,100 $ 21,418,250
2006 ........................... 16,686,628 344,609 511,435 17,668,028
2007 ........................... 11,660,526 312,367 234,516 12,302,935
2008 ........................... 7,362,614 286,581 66,830 7,784,202
2009 ........................... 2,650,406 291,929 8,814 2,991,455
Thereafter ..................... 347,886 292,016 - 657,953
-------------------- ------------ ---------------- ------------
$ 58,892,148 $ 1,810,247 $ 1,612,695 $ 62,822,823
==================== ============ ================ ============
30
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 5 - DEBT
The table below summarizes the Fund's debt as of December 31, 2004 and
2003:
December 31, 2004 December 31, 2003
----------------- -----------------
Sovereign Bank, revolving warehouse line of credit, with an aggregate borrowing
limit of $10 million collateralized by specific finance receivables and related
equipment. Interest on this facility is calculated at LIBOR plus 2.5% per annum
(4.78% at December 31, 2004). Interest and principal are due monthly. The line
expires in May 2005. ............................................................ $ 3,436,872 $ -
WestLB AG, New York Branch revolving line of credit, with an aggregate borrowing
limit of $75 million collateralized by specific lease receivables and related
equipment, with a 1% credit reserve of the outstanding line of credit. Interest
on this facility is calculated at LIBOR plus 1.10% per annum. To mitigate
fluctuations in interest rates the Fund has entered into an interest rate swap
agreement. The interest rate swap agreement was effective December 31, 2004 and
terminates August 22, 2011. The interest rate swap agreement fixes the interest
rate on this facility at 4.79%. Interest and principal are due as payments are
received under the financings. The line of credit is renewable for one year
periods on December 30, 2005, 2006 and 2007. .................................... 23,258,244 -
National City Commercial Capital Corporation f/k/a Information Leasing
Corporation, collateralized by specified lease receivables, generally equal to
the sum of the receivables, discounted to present value at 5.79%, less a credit
reserve of 15% after security deposit (reduced to 8% as of July 30, 2004). The
loan is repayable as payments are made under the leases or equipment financing
transactions collateralizing the loan, with a final maturity date of
November 10, 2009. .............................................................. 12,017,788 13,056,516
OFC Capital, a division of ALFA Financial Corporation, collateralized by
specific lease receivables equal to 93% of the aggregate payments due under the
related equipment lease or equipment finance transaction, discounted at an
interest rate of 6.9%, funded subject to a credit reserve of 3% of the loan
amount. The loan is repayable as payments are made under the leases or equipment
financing transactions collateralizing the loan, with a final maturity date of
February 15, 2009................................................................ 12,748,767 7,329,886
----------------- -----------------
Total outstanding debt........................................................... $ 51,461,671 $ 20,386,402
================= =================
31
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 5 - DEBT - (CONTINUED)
The debt maturity for each of the five succeeding fiscal years ended
December 31, and thereafter, are as follows:
2005................... $ 18,493,749
2006................... 13,586,140
2007................... 9,901,920
2008................... 6,402,721
2009................... 2,597,677
Thereafter............. 479,464
---------------
$ 51,461,671
===============
NOTE 6 - DERIVATIVE INSTRUMENTS
The majority of our assets and liabilities are financial contracts with
fixed and variable rates. Any mismatch between the repricing and maturity
characteristics of our assets and liabilities exposes us to interest rate risk
when interest rates fluctuate. For example, our assets are structured on a
fixed-rate basis, but since funds borrowed through warehouse facilities are
obtained on a floating-rate basis, we are exposed to a certain degree of risk if
interest rates rise which in turn will increase our borrowing costs. In
addition, when we originate our assets, we base our pricing in part on the
spread we expect to achieve between the interest rate we charge our customers
and the effective interest cost we will pay when we fund those loans. Increases
in interest rates that increase our permanent funding costs between the time the
assets are originated and the time they are funded could narrow, eliminate or
even reverse this spread.
To manage our interest rate risk, we employ a hedging strategy using
derivative financial instruments such as interest rate swaps which are
designated as cash flow hedges. We do not use derivative financial instruments
for trading or speculative purposes. We manage the credit risk of possible
counterparty default in these derivative transactions by dealing exclusively
with counterparties with investment grade ratings.
Before entering into a derivative transaction for hedging purposes, we
determine that a high degree of initial effectiveness exists between the change
in the value of the hedged item and the change in the value of the derivative
from a movement in interest rates. High effectiveness means that the change in
the value of the derivative will be effectively offset by the change in the
value of the hedged asset or liability. We measure the effectiveness of each
hedge throughout the hedge period. Any hedge ineffectiveness, as defined by
Statement of Financial Accounting Standards ("SFAS") No. 133/138/149 is
recognized in the income statement.
There can be no assurance that our hedging strategies or techniques will
be effective, that our profitability will not be adversely affected during any
period of change in interest rates or that the costs of hedging will exceed the
benefits.
32
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 6 - DERIVATIVE INSTRUMENTS - (CONTINUED)
At December 31, 2004 the Fund had an unrealized loss of $52,141 in the
fair value of the derivative instrument, which is included in other
comprehensive (loss). The Fund recognized no gain or loss during the year ended
December 31, 2004 for hedge ineffectiveness. Assuming market rates remain
constant with the rates of December 31, 2004, $52,141 in other comprehensive
loss is expected to be recognized in earnings over the next 12 months.
NOTE 7 - TRANSACTIONS WITH AFFILIATES
The General Partner receives an acquisition fee for assisting the Fund
in acquiring equipment and portfolios of equipment subject to existing equipment
leases. This fee is equal to 2% of the purchase price paid for the equipment and
portfolios of equipment subject to existing equipment leases, including in each
instance, debt it incurs or assumes in connection with the acquisition.
The General Partner receives a subordinated annual asset management fee
of 3% of gross rental payments for operating leases, as defined in the
Partnership Agreement, or 2% of gross rental payments for full payout leases, as
defined in the Partnership Agreement. During the Fund's five-year investment
period, the management fee will be subordinated to the payment of a cumulative
annual distribution to the Fund's Limited Partners equal to 8% of their capital
contributions, as adjusted by distributions deemed to be a return of capital.
The General Partner and its affiliate, Anthem Securities, Inc. ("Anthem
Securities"), a subsidiary of Resource America, Inc., receive an organization
and offering expense allowance of 3% of the offering proceeds and an
underwriting fee of 2% of the offering proceeds raised. These charges are
recorded by the Fund as offering costs incurred for the sale of limited
partnership units on the Statement of Partners' Capital.
The General Partner receives a subordinated commission equal to one-half
of a competitive commission, to a maximum of 3% of the contract sales price, for
arranging the sale of the Fund's equipment after the expiration of a lease. This
commission will be subordinated to the payment of a cumulative 8% annual return
to the Limited Partners on their capital contributions, as adjusted by
distributions deemed to be a return of capital. No commissions were paid during
the years ended December 31, 2004 or 2003.
The General Partner will receive a commission equal to the lesser of a
competitive rate or 2% of gross rental payments derived from any re-lease of
equipment if the re-lease is not with the original lessee or its affiliates. No
re-lease commissions were received during the years ended December 31, 2004 or
2003.
33
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 7 - TRANSACTIONS WITH AFFILIATES - (CONTINUED)
The General Partner and its parent company are reimbursed by the Fund
for certain costs of services and materials used by or for the Fund except those
items covered by the above-mentioned fees.
Anthem Securities, Inc. received underwriting fees of 2% of the offering
proceeds for obtaining and managing the group of selling broker-dealers who sold
units during the offering period. Anthem Securities will also receive sales
commission of 8% of the proceeds of each unit sold by it, although it is not
anticipated that it will sell a material number of units.
During the second quarter of 2003, the Fund invested in a portion of a
direct financing lease that was held by another entity in which LEAF Financial
Corporation was a General Partner. The amount invested by the Fund is
approximately $601,000. The investment was sold to the Fund at its book value
and no gain or loss was recorded on this transaction.
The following is a summary of fees and costs of services and materials
charged by the General Partner or its affiliates during the years ended December
31, 2004 and 2003:
December 31,
---------------------------
2004 2003
------------ ------------
Acquisition fees ....................... $ 850,220 $ 516,239
Asset management fees .................. $ 383,798 $ 73,095
Organization and offering expenses ..... $ 226,438 $ 285,249
Reimbursed administrative expenses ..... $ 482,180 $ 594,985
Underwriting fees ...................... $ 141,542 $ 179,185
Due from related parties, net at December 31, 2003 represents net monies
due the Fund from the General Partner and/or its affiliates for amounts
collected and not yet remitted to the Fund.
Due to related parties, net as of December 31, 2004 represents net
monies due to the General Partner for management fees and lease acquisition fees
not yet paid.
34
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2004 AND 2003
NOTE 8 - SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
The following table summarizes the results of operations on a quarterly
basis during the two years ended December 31, 2004 and 2003 (in dollars, except
unit data):
YEAR ENDING DECEMBER 31, 2004
First Second Third Fourth
Quarter Quarter Quarter Quarter
------------ ------------ ------------ ------------
Interest and rental income ................. $ 624,824 $ 655,559 $ 1,083,834 $ 992,541
Operating income ........................... 301,776 227,777 387,978 350,678
Expenses ................................... 394,364 219,173 508,690 395,656
Net income (loss) .......................... (92,588) 8,604 (120,712) (44,978)
Weighted average of Limited Partners' units
outstanding ............................... 98,898 115,967 157,499 171,746
Net income (loss) per weighted average
Limited Partners' units outstanding ....... $ (0.93) $ 0.07 $ (0.76) $ (0.26)
YEAR ENDING DECEMBER 31, 2003
First Second Third Fourth
Quarter Quarter Quarter Quarter
------------ ------------ ------------ ------------
Interest and rental income ................. $ 35,383 $ 225,238 $ 281,036 $ 427,712
Operating income ........................... 23,529 175,511 216,495 231,048
Expenses ................................... 25,620 315,694 288,276 413,278
Net loss ................................... (2,091) (140,183) (71,781) (182,230)
Weighted average of Limited Partners' units
outstanding ............................... 22,059 37,507 64,191 90,297
Net loss per weighted average Limited
Partners' units outstanding ............... $ (0.09) $ (3.70) $ (1.11) $ (2.00)
35
ITEM 9. CHANGES IN AND DISAREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The chairman and chief financial officer of our General Partner (our
principal executive officer and financial officer, respectively) have evaluated
our disclosure controls and procedures, (as defined in Rules 13a-14 (c) and
15d-14(c)) within 90 days prior to the filing of this report. Based upon this
evaluation, these officers believe that our disclosure controls and procedures
are effective.
36
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
Our General Partner manages our activities. Unit holders do not directly
or indirectly participate in our management or operation or have actual or
apparent authority to enter into contracts on our behalf or to otherwise bind
us. Our General Partner will be liable, as General Partner, for all of our debts
to the extent not paid, except to the extent that indebtedness or other
obligations incurred by us are specifically with recourse only to our assets.
Whenever possible, our General Partner intends to make any of our indebtedness
or other obligations with recourse only to our assets.
As is commonly the case with limited partnerships, we do not directly
employ any of the persons responsible for our management or operation. Rather,
our General Partner's personnel manage and operate our business. Officers of our
General Partner may spend a substantial amount of time managing the business and
affairs of our General Partner and its affiliates and may face a conflict
regarding the allocation of their time between our business and affairs and
their other business interests.
The following table sets forth information with respect to the directors
and executive officers of our General Partner.
NAME AGE POSITION
- ----------------------------------- ----- --------------------------------------------------------------
Crit S. DeMent 52 Chairman of the Board of Directors and Chief Executive Officer
Miles Herman 45 President, Chief Operating Officer and Director
Jonathan Z. Cohen 34 Director
Alan D. Schreiber, M.D. 61 Director
Linda Richardson 57 Director
Robert K. Moskovitz 48 Chief Financial Officer and Treasurer
David H. English 54 Executive Vice President
Nicholas Capparelli 45 Vice President - Sales
Darshan V. Patel 34 General Counsel and Secretary
Sherryl B. Hughes 54 Vice President - Credit
Scott A. Smith 45 Vice President - Direct Participation Programs
CRIT S. DEMENT has been Chairman of the Board of Directors and Chief Executive
Officer since he joined LEAF Financial Corporation in November 2001. Mr. DeMent
was Chairman of the Board of Directors and Chief Executive Officer of LEAF Asset
Management from January 2002 until June 2004. Before that, he was President of
Fidelity Leasing, Inc. and its successor, the Technology Finance Group of
Citi-Capital Vendor Finance from 1998 to 2001. Mr. DeMent was Vice President of
Marketing for Tokai Financial Services from 1987 through 1996.
MILES HERMAN has been President, Chief Operating Officer and a Director of LEAF
Financial Corporation since January 2002. Mr. Herman was President, Chief
Operating Officer and a Director of LEAF Asset Management from January 2002
until June 2004. Mr. Herman held various senior operational offices with
Fidelity Leasing, Inc. and its successor from 1998 to 2001, ending as Senior
Vice President. From 1990 to 1998, he held various operational, marketing,
program management, business development and sales positions with Tokai
Financial, most recently as Director of Capital Markets. Before that, he served
as Vice President, Operations and Sales at LSI Leasing Services, Inc. from 1989
to 1990, and as a manager of operations at Master Lease Corporation from 1984 to
1989.
37
JONATHAN Z. COHEN has been a Director of LEAF Financial Corporation since
January 2002. Mr. Cohen has been President of Resource America, Inc. since 2003,
Chief Executive Officer since 2004 and a Director since 2002. He was Chief
Operating Officer of RAI from 2002 to 2004, Executive Vice President from 2001
to 2003 and Senior Vice President from 1999 to 2001. Vice Chairman of the
Managing Board of Atlas Pipeline Partners GP since its formation in 1999. Vice
Chairman and a Director of Atlas America since its formation in 2000. Trustee
and Secretary of RAIT Investment Trust (a publicly-traded real estate investment
trust) since 1997. Vice Chairman of RAIT since 2003. Chairman of the Board of
The Richardson Company (a sales consulting company) since 1999.
ALAN D. SCHREIBER, M.D. has been a director of LEAF Financial Corporation since
April 2003. Dr. Schreiber has been a Professor of Medicine since 1984, and the
Assistant Dean for Research since 1994, at the University of Pennsylvania School
of Medicine. In addition, Dr. Schreiber has been Scientific Founder and Chairman
of the Scientific Advisory Board of InKine Pharmaceutical Co. Inc. for five
years. Before that, he had been Scientific Founder and Chief Scientific Officer
at CorBec Pharmaceutical Co., Inc. for four years, and Founder and Scientific
Chairman of ZaBeCor Pharmaceutical Co., LLC for one year. Dr. Schreiber was also
a member of the Resource America, Inc. Board of Directors from December 1994 to
April 2003.
LINDA RICHARDSON has been a Director of LEAF Financial Corporation since August
2002. Ms. Richardson has also been the President and Chief Executive Officer of
The Richardson Group, a sales consulting company, since 1978 and a faculty
member of the Wharton School, University of Pennsylvania since 1988.
ROBERT K. MOSKOVITZ, has been Chief Financial Officer and Treasurer of LEAF
Financial Corporation since February 2004. Prior to that, from 2002 to 2004, Mr.
Moskovitz was an independent management consultant. From 2001 to 2002, Mr.
Moskovitz was Executive Vice President and Chief Financial Officer of ImpactRx,
Inc. From 1999 to 2001 Mr. Moskovitz was Chief Financial Officer of Breakthrough
Commerce LLC. From 1983 to 1997 Mr. Moskovitz held senior financial positions
with several high growth public and privately owned companies. Mr. Moskovitz is
a Certified Public Accountant and began his career with Deloitte & Touche LLP
(formerly Touche Ross & Co).
DAVID H. ENGLISH has been Executive Vice President of LEAF Financial Corporation
since April 2003. Mr. English was Executive Vice President and Chief Investment
Officer of LEAF Asset Management from April 2003 until June 2004. From 1996
until joining our general partner, Mr. English was the Senior Vice
President-Risk Management for Citi-Capital Vendor Finance's Technology Finance
Group, and its predecessor, Fidelity Leasing, Inc., where he held a similar
position. From 1991 to 1996 Mr. English held various credit and operational
management positions with Tokai Financial Services, Inc., including Director of
Credit for the small ticket leasing division.
NICHOLAS CAPPARELLI has been Vice President - Sales of LEAF Financial
Corporation since January 2002, and he was Vice President - Sales of LEAF Asset
Management from January 2002 until June 2004. Before joining LEAF Financial
Corporation and LEAF Asset Management in January 2002, Mr. Capparelli had been,
since 1998, a Senior Vice President for Fidelity Leasing and its successor,
responsible for sales and training. From 1995 to August 2000, Fidelity Leasing
was a subsidiary of Resource America. Mr. Capparelli also served as the general
manager of JLA Leasing Corporation, an equipment lessor, following its
acquisition by Fidelity Leasing in 1999.
DARSHAN V. PATEL has been General Counsel and Secretary of LEAF Financial since
August 2001. Mr. Patel also was General Counsel and Secretary of LEAF Asset
Management from January 2002 until June 2004. In addition, Mr. Patel serves as
Associate General Counsel of Resource America, a position he has held since
2001. From 1998 to 2001, Mr. Patel was associated with the law firm of Berman,
Paley, Goldstein & Kannry, New York, NY.
38
SHERRYL B. HUGHES has been Vice President - Credit of LEAF Financial Corporation
since May 2002. Ms. Hughes was Vice President - Credit of LEAF Asset Management
from May 2004 until June 2004. Ms. Hughes is responsible for all credit
underwriting, documentation and asset review. From 1999 to 2002, Ms. Hughes was
a Vice President of Credit/Operations for Court Square Leasing Corporation. From
1997 to 1999 she was the Director of Credit and Portfolio Management at American
Business Leasing, Inc. Ms. Hughes was the Corporate Credit Manager for Master
Lease Corporation from 1983 until it was acquired by Tokai Bank. Following the
acquisition, she held various managerial positions in Credit and Operations with
Tokai Financial Services, Inc., until she left in 1997.
SCOTT A. SMITH has been Vice President - Direct Participation Programs of LEAF
Financial Corporation since June 2004. He joined LEAF Financial in July 2002 as
director of sales for its syndications group. For the three months before
joining LEAF Financial, Mr. Smith worked in a consultative capacity as a
performance improvement specialist with Team Builders Plus, and the year before
that he was the director of sales training for Fidelity Leasing and its
successor. From 1993 to 2000 he held various sales and marketing management
positions with Advanta Leasing Corporation, ending as their director of training
and development.
CODE OF BUSINESS CONDUCT AND ETHICS
Because we do not directly employ any persons, we rely on a Code of
Business Conduct and Ethics adopted by Resource America that applies to the
principal executive officer, principal financial officer of our General Partner,
as well as to persons performing services for us generally. You may obtain a
copy of this code of ethics by a request to our General Partner at 1845 Walnut
Street, Suite 1000, Philadelphia, Pennsylvania 19103.
39
ITEM 11. EXECUTIVE COMPENSATION
The Fund does not have any employees. We do not compensate the executive
officers of our general partner, this is prohibited in our partnership
agreement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 8, 2005, we are not aware of any person who is a beneficial
owner of 5% or more of our limited partner units. As of that date, the only
executive officer and members of the board of our General Partner who
beneficially owned our limited partner units was Mr. DeMent, who owned 640 units
comprising less than 1% of the outstanding units. Mr. DeMent's address is 1845
Walnut Street, Philadelphia, PA 19103.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the years ended December 31, 2004 and 2003, the Fund was charged
management fees by the General Partner of $383,798 and $73,095, respectively.
The General Partner will continue to receive 2% or 3% of rental payments on
equipment under operating leases and full payout leases, respectively, for
management services performed on behalf of the Fund. This management fee is paid
monthly only if and when the Limited Partners have received distributions for
the period from the initial closing through the end of the most recent calendar
quarter equal to a return for such period at a rate of 8% per year on the
aggregate amount paid for their units.
The General Partner may also receive up to 3% of the proceeds from the
sale of the Fund's equipment for services and activities to be performed in
connection with arranging for the sale of the Fund's equipment after the
expiration of lease. The payment of this sales fee is deferred until the Limited
Partners have received cash distributions equal to the purchase price of their
units plus an 8% cumulative compounded priority return.
The General Partner shall apply distributable cash first at 1% to the
General Partner and 99% to the Limited Partners in an amount equal to their
unpaid cumulative return and thereafter, to investment and reinvestment in
Investments or, if the General Partner shall elect not to invest or reinvest
such distributable cash, 1% to the General Partner and 99% to the Limited
Partners. During the years ended December 31, 2004 and 2003, the General Partner
received cash distributions of $9,768 and $4,794, respectively.
Our General Partner receives an organization and offering expense
allowance of 3% of offering proceeds to reimburse it for expenses incurred in
preparing us for registration or qualification under federal and state
securities laws and subsequently offering and selling our units. This expense
allowance does not cover underwriting fees or sales commissions, but does cover
reimbursement of bona fide accountable due diligence expenses of selling dealers
to a maximum of 1/2 of 1% of offering proceeds. Organization and offering
expenses reimbursed to the General Partner for the years ended December 31, 2004
and 2003 were $226,438 and $285,249, respectively.
Our General Partner receives fees for acquiring our equipment of 2% of
the purchase price we pay, including debt we incur or assume in connection with
the acquisition. Fees for acquiring our equipment paid to the General Partner
for the years ended December 31, 2004 and 2003 were $850,220 and $516,239,
respectively.
For the years ended December 31, 2004 and 2003, the Fund reimbursed our
General Partner and its affiliates administrative expenses of $482,180 and
$594,985, respectively.
40
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Aggregate fees recognized by the Partnership during the years ending
December 31, 2004 and 2003 by its principal accounting firm, Grant Thornton, LLP
are set forth below. The audit committee of the managing board of our General
Partner has considered whether the provision of the non-audit services described
below is compatible with maintaining the principal accountant's independence.
December 31,
---------------------------
2004 2003
------------ ------------
Audit fees (1) ......................... $ 80,000 $ 35,000
Audit related fees (2) ................. - -
Tax fees (3) ........................... - 55,000
All other fees ......................... - -
------------ ------------
Total aggregate fees billed ............ $ 80,000 $ 90,000
============ ============
- ----------
(1) Includes the aggregate fees recognized for professional services
rendered by Grant Thornton, LLP for the audit of the Partnership's
annual financial statements and the review of financial statements
included in Form 10-Q. The fees are for services that are normally
provided by Grant Thornton LLP in connection with statutory or
regulatory filings or engagements.
(2) There were no aggregate fees billed in each of the last two years for
assurance and related services by Grant Thornton LLP that are reasonably
related to the performance of the audit or review of the Partnership's
financial statements.
(3) Includes the aggregate fees recognized in each of the last two years for
professional services rendered by Grant Thornton LLP for tax compliance,
tax advice, and tax planning.
41
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report on
Form 10-K:
1. FINANCIAL STATEMENTS
The financial statements required by this Item are set forth in
Item 8
2. FINANCIAL STATEMENT SCHEDULES
No schedules are required to be presented.
3. EXHIBITS
Exhibit No. Description
----------- --------------------------------------------------------------------------------
3.1 Amended and Restated Agreement of Limited Partnership (1)
3.2 Certificate of Limited Partnership (2)
4 Forms of letters sent to limited partners confirming their investment (2)
10.1 Sovereign Bank Revolving Credit Agreement and Assignment
10.2 WestLB AG, New York Branch Secured Loan Agreement
10.3 Origination and Servicing Agreement among LEAF Financial Corporation, Lease
Equity Appreciation Fund I, L.P. and LEAF Funding, Inc., dated April 4, 2003 (3)
10.4 Master Program Agreement among LEAF Financial Corporation, Lease Equity
Appreciation Fund I, L.P. and Information Leasing Corporation dated September
29, 2003 (4)
10.5 Master Loan and Security Agreement between Lease Equity Appreciation Fund I,
L.P. and OFC Capital, a division of Alpha Financial Corporation, dated
November 26, 2003 (5)
31.1 Rule 13a-14(a)/15d-14(a) Certifications
31.2 Rule 13a-14(a)/15d-14(a) Certifications
32.1 Section 1350 Certifications
32.2 Section 1350 Certifications
- ----------
(1) Filed previously as Appendix A to our Post-Effective Amendment
No. 3 to our Registration Statement on Form S-1, filed on
January 24, 2004.
(2) Filed previously as an Exhibit to Amendment No. 1 to our
Registration Statement on Form S-1 filed on June 7, 2002.
(3) Filed previously on Form 8-K, filed on September 19, 2003.
(4) Filed previously as an exhibit to our Post-Effective Amendment
No. 1 to our Registration Statement on Form S-1, filed on
November 10, 2003.
(5) Filed previously as an exhibit to our Post-Effective Amendment
No. 2 to our Registration Statement on Form S-1, filed on
January 13, 2004.
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LEASE EQUITY APPRECIATION FUND I, L.P.
A Delaware Limited Partnership
By: LEAF Financial Corporation
March 31, 2005 By: /s/ CRIT DEMENT
---------------------------------------
CRIT DEMENT
Chairman and Chief Executive Officer
of the General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Crit Dement Chairman of the Board, Chief Executive Officer of the March 31, 2005
- --------------------------- General Partner
CRIT S. DEMENT
/s/ Miles Herman President, Chief Operating Officer and Director of the March 31, 2005
- --------------------------- General Partner
MILES HERMAN
/s/ Robert K. Moskovitz Chief Financial Officer, Treasurer March 31, 2005
- --------------------------- of the General Partner
ROBERT K. MOSKOVITZ
/s/ Jonathan Z. Cohen Director March 31, 2005
- --------------------------- of the General Partner
JONATHAN Z. COHEN
/s/ Alan D. Schreiber, M.D. Director March 31, 2005
- --------------------------- of the General Partner
ALAN D. SCHREIBER, M.D.
/s/ Linda Richardson Director March 31, 2005
- --------------------------- of the General Partner
LINDA RICHARDSON
43