SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the year ended December 31, 2002
/ / 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.)
1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103
________________________________________________________________________
(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:
Name of Each Exchange
Title of Each Class on Which Registered
None Not applicable
Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Interests
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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____
There are no outstanding limited partnership units of the Registrant at
December 31, 2002.
There is no public market for these securities.
The index of Exhibits is located on page 6.
1
PART I
Item 1. BUSINESS
Lease Equity Appreciation Fund I, L.P. (the "Fund"), a Delaware limited
partnership, was formed on January 31, 2002. The Fund was capitalized by
contributions of $1,000 and $1 by the General Partner and an initial Limited
Partner, respectively. The Fund is currently in the offering stage and will
break escrow upon meeting its minimum offering requirement of $2,000,000 or
20,000 units.
The Fund will acquire a diversified portfolio of equipment that will be
leased to third parties. The Fund may also acquire portfolios of equipment
subject to existing leases from other equipment lessors. The principal object-
tive of the Fund is to generate regular cash distributions to the limited
partners.
Item 2. PROPERTIES
The Fund did not commence operations as of December 31, 2002 and there-
fore, there are no properties to report under this item.
Item 3. LEGAL PROCEEDINGS
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
2
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
Title of Class as of December 31, 2002
Limited Partnership Interest 1
General Partnership Interest 1
Item 6. SELECTED FINANCIAL DATA
The Fund did not commence operations as of December 31, 2002.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION
The Fund is currently in its offering period. Since its formation on
January 31, 2002 through December 31, 2002, the Fund had no operations to
report. The sole activity of the Fund for this period consisted of the
organization and start-up of the Fund.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted as a separate section of this
report commencing on page F-1.
Item 9. CHANGES IN AND DISAREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
3
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Lease Equity Appreciation Fund I, L.P. (the Fund), a Delaware limited
partnership, was formed on January 31, 2002. The General Partner of The
Fund is LEAF Asset Management, Inc. LEAF Asset Management, Inc., a Delaware
corporation, is a wholly owned subsidiary of LEAF Financial Corporation (LEAF).
LEAF is a wholly owned subsidiary of Resource Leasing, Inc., a wholly owned
subsidiary of Resource America, Inc. (Resource America). The Directors and
Executive Officers of LEAF Asset Management, Inc. are:
CRIT S. DEMENT, age 50, Chairman of the Board of Directors of LEAF Asset
Management, Inc. since January 2002. President of Fidelity Leasing, Inc.
and its successor, the Technology Finance Group of Citi-Capital Vendor
Finance from 1998 to 2001. Vice President of Marketing for Tokai
Financial Services from 1987 through 1996.
JONATHAN Z. COHEN, age 32, Director of LEAF Asset Management, Inc. since
January 2002. Chief Operating Officer and a Director of Resource America
since 2002. Executive Vice President of Resource America since 2001.
Senior Vice President of Resource America from 1999 to 2001. Vice Presi-
dent of Resource America from 1998 to 1999. Vice Chairman of the Manag-
ing Board of Atlas Pipeline Partners GP, LLC since its formation in 1999.
Trustee and Secretary of RAIT Investment Trust (a publicly traded real
estate investment trust) since 1997.
MILES HERMAN, age 43, President, Chief Executive Officer and a Director
of LEAF Asset Management, Inc. since January 2002. Held various senior
operational offices with Fidelity Leasing, Inc. and its successor from
1998 to 2001. Held several management positions in sales, marketing and
operations at Tokai Financial Services from 1983 to 1998.
FREDDIE M. KOTEK, age 47, Vice Chairman and Director of LEAF Asset
Management, Inc. since January 2002. Senior Vice President of Resource
America since 1995. President of Resource Leasing, Inc. since 1996.
MARIANNE T. SCHUSTER, age 44, Chief Financial Officer and Treasurer of
LEAF Asset Management, Inc. since January 2002.
4
Item 11. EXECUTIVE COMPENSATION
Not applicable.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The Fund is in its offering period. There were no limited partners
admitted to the Fund as of December 31, 2002.
(b) In 2002, the General Partner contributed $1,000 to the capital of
the Fund but it does not own any of the Fund's outstanding securities.
(c) There are no arrangements known to the Fund that would, at any
subsequent date, result in a change in control of the Fund.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
Item 14. CONTROLS AND PROCEDURES
The Fund's Chief Executive Officer (principal executive officer) and Chief
Financial Officer (principal financial officer) have concluded, based on an
evaluation conducted within 90 days prior to the filing date of this Annual
Report on Form 10-K, that the Fund's disclosure controls and procedures have
functioned effectively so as to provide those officers the information
necessary to evaluate whether:
(i) this Annual Report on Form 10-K contains any untrue statement of a
material fact or omits to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this Annual Report on Form 10-K, and
(ii) the financial statements, and other financial information included
in this Annual Report on Form 10-K, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Fund as of, and for, the periods presented in this Annual Report
on Form 10-K.
There have been no significant changes in the Fund's internal controls or
in other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect internal con-
trols, including any corrective actions with regard to significant deficien-
cies and material weaknesses.
5
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) The response to this portion of Item 14 is submitted
as a separate section of this report commencing on page F-1.
(a) (3) and (c) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Exhibit Numbers Description Page Number
3(a) & (4) Amended and Restated Agreement *
of Limited Partnership
(9) not applicable
(10) not applicable
(11) not applicable
(12) not applicable
(13) not applicable
(18) not applicable
(19) not applicable
(22) not applicable
(23) not applicable
(24) not applicable
(25) not applicable
(28) not applicable
99.1 Certification pursuant to 18 12
U.S.C., Section 1350, as
adopted pursuant to Section
906 of the Sarbanes-Oxley Act
of 2002
99.2 Certification pursuant to 18 13
U.S.C., Section 1350, as
adopted pursuant to Section
906 of the Sarbanes-Oxley
Act of 2002
* Incorporated by reference.
6
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 APPRECIATON FUND I, L.P.
A Delaware limited partnership
By: LEAF ASSET MANAGEMENT, INC.
/s/ Miles Herman
By: ___________________________
Miles Herman, President
Dated March 31, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
annual report has been signed below by the following persons, on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
/s/ Crit S. DeMent
____________________________ Chairman of the Board of Directors 3-31-03
Crit S. DeMent of LEAF Asset Management, Inc.
/s/ Miles Herman
____________________________ President and Director of 3-31-03
Miles Herman LEAF Asset Management, Inc.
(Principal Executive Officer)
/s/ Freddie M. Kotek
____________________________ Director of LEAF Asset Management, Inc. 3-31-03
Freddie M. Kotek
/s/ Marianne T. Schuster
____________________________ Treasurer of LEAF Asset Management, Inc. 3-31-03
Marianne T. Schuster (Principal Financial Officer)
7
CERTIFICATIONS
I, Miles Herman, certify that:
1. I have reviewed this annual report on Form 10-K of Lease Equity
Appreciation Fund I, L.P.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particu-
larly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effect-
tiveness of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
8
CERTIFICATIONS (continued)
Date: March 31, 2003
/s/ Miles Herman
____________________________
Miles Herman
President and a Director of LEAF Asset Management, Inc. (The General Partner)
(Principal Executive Officer)
9
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this annual report on Form 10-K of Lease Equity
Appreciation Fund I, L.P.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particu-
larly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effect-
tiveness of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
10
CERTIFICATIONS (continued)
Date: March 31, 2003
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Chief Financial Officer and Treasurer of LEAF Asset Management, Inc.
(The General Partner)
(Principal Financial Officer)
11
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lease Equity Appreciation Fund I,
L.P. (the "Fund") on Form 10-K for the period ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Miles Herman, Principal Executive Officer of LEAF Asset
Management, Inc., the General Partner of the Fund, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Miles Herman
________________________
Miles Herman
Principal Executive Officer of LEAF Asset Management, Inc.
March 31, 2003
12
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lease Equity Appreciation Fund I,
L.P. (the "Fund") on Form 10-K for the period ended December 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Marianne T. Schuster, Principal Financial Officer of LEAF
Asset Management, Inc., the General Partner of the Fund, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-
Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Marianne T. Schuster
________________________
Marianne T. Schuster
Principal Financial Officer of LEAF Asset Management, Inc.
March 31, 2003
13
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Certified Public Accountants F-2
Balance Sheet as of December 31, 2002 F-3
Notes to Financial Statement F-4 - F-6
All schedules have been omitted because the required information is not
applicable or is included in the Financial Statements or Notes thereto.
F-1
Report of Independent Certified Public Accountants
The Partners
LEASE APPRECIATION EQUITY FUND I, L.P.
We have audited the accompanying balance sheet of Lease Appreciation
Equity Fund I, L.P. as of December 31, 2002. This financial statement is the
responsibility of the Fund's management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the finan-
cial statements are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting princi-
ples used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Lease Appreciation Equity
Fund I, L.P. as of December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
Grant Thornton LLP
Philadelphia, Pennsylvania
February 7, 2003 (except for Note 4, as to which the date is March 3, 2003)
F-2
Part I: Financial Information
Item 1: Financial Statements
LEASE EQUITY APPRECIATION FUND I, L.P.
BALANCE SHEET
December 31, 2002
ASSETS
Cash $1,001
______
Total assets $1,001
======
LIABILITIES AND PARTNERS' CAPITAL
Partners' Capital
General Partner $1,000
Limited Partner 1
______
Total liabilities and
partners' capital $1,001
======
The accompanying notes are an integral part of this financial statement.
F-3
LEASE EQUITY APPRECIATION FUND I, L.P.
(a development stage enterprise)
NOTES TO BALANCE SHEET
December 31, 2002
(Audited)
The accompanying audited condensed financial statement has been prepared
by the Fund in accordance with accounting principles generally accepted in
the United States of America, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of Management, all ad-
justments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.
1. ORGANIZATION AND BUSINESS OPERATIONS
Lease Equity Appreciation Fund I, L.P. (the Fund), a Delaware limited
partnership, was formed on January 31, 2002 by LEAF Asset Management, Inc.
(the General Partner). The Fund's fiscal year ends on December 31. LEAF Asset
Management, Inc., a Delaware corporation, is a wholly owned subsidiary of LEAF
Financial Corporation (LEAF). LEAF 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) with interests in
real estate, finance, energy and equipment leasing.
The General Partner and the initial limited partner capitalized the Fund.
Upon the consummation of the public offering, the initial limited partner will
withdraw, its capital contribution will be refunded and the units will be re-
tired. The General Partner contributed $1,000 to the Fund for a 1% partnership
interest and the initial limited partner contributed $1 to the Fund for a 99%
partnership interest. The Fund will be managed by the General Partner.
As of December 31, 2002, the Fund raised $557,200 through the sale of
5,572 limited partnership units. These proceeds are maintained in an escrow
account and will be moved to the Fund's operating account after the Fund meets
its minimum offering requirements of $2,000,000.
The General Partner will own a 1% general partnership interest, and the
limited partners will own a 99% limited partnership interest. Cash distri-
butions will be made monthly. The distributions will be allocated 99% to the
limited partners and 1% to the General Partner. Net income and net losses will
also be allocated 99% to the limited partners and 1% to the General Partner.
The Fund is considered to be a development stage enterprise and its sole
activity through December 31, 2002 consisted of the organization and start-
up of the Fund. Accordingly, no statement of operations or cash flows are
presented.
The Fund will acquire a diversified portfolio of equipment that will be
leased to end users. The Fund will also acquire existing portfolios of
equipment subject to existing leases from other equipment lessors. The pri-
mary objective of the Fund is to invest the net proceeds raised from the sale
of limited partnership units in equipment and portfolios of equipment subject
to existing equipment leases in order to generate regular cash distributions to
the limited partners over the life of the Fund.
F-4
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO BALANCE SHEET (Continued)
2. PUBLIC OFFERING OF PARTNERSHIP UNITS
The Fund filed a registration statement for the sale of its limited
partnership units. The General Partner will receive an organization and
offering expense allowance of 3% of the offering proceeds with respect to
expenses incurred in organizing the Fund and offering the Units. This ex-
pense allowance does not cover underwriting fees or sales commissions.
3. TRANSACTIONS WITH AFFILIATES
The General Partner will receive a 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 port-
folios of equipment subject to existing equipment leases, including in each
instance, debt it incurs or assumes in connection with the acquisition.
The General Partner will receive a subordinated annual asset management
fee of 3% of gross rental payments for operating leases or 2% of gross rental
payments for full payout leases, or a competitive fee, whichever is less. An
operating lease is one in which the aggregate noncancellable rental payments
during the initial term of the lease, on a net present value basis, are not
sufficient to recover the purchase price of the equipment. A full payout lease
is one in which the gross rental payments, on a net present value basis, are at
least sufficient to recover the purchase price of the equipment. 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 will receive a subordinated remarketing fee 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.
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 with the original lessee or its affiliates.
The General Partner will also be reimbursed for operating and administra-
tive expenses, subject to limitations contained in the Fund's partnership
agreement.
Anthem Securities, Inc. (Anthem Securities), an indirect wholly-owned
subsidiary of Resource America, receive an underwriting fee of 2% of the
offering proceeds for obtaining and managing the group of selling broker-
dealers who will sell the units in the offering. Anthem Securities will also
receive sales commissions 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.
F-5
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO BALANCE SHEET (Continued)
3. TRANSACTIONS WITH AFFILIATES (Continued)
The Fund maintains its checking account with The Bancorp.com, Inc. ("TBI").
The son and the spouse of the Chairman of Resource America, Inc. are the Chair-
man and Chief Executive Officer, respectively, of TBI. The Fund maintains a
normal banking relationship with TBI.
4. SUBSEQUENT EVENTS
On March 3, 2003, the Fund satisfied its minimum offering requirements and
transferred funds from escrow.
The Fund raised $2,165,229 through the sale of 21,652 Limited Partnership
Units to limited partners. The Fund intends to utilize the net proceeds from
the sale of up to 500,000 Limited Partnership Units, at a price of $100 per
unit, to acquire various types of equipment that will be leased to third
parties. The offering period which began August 15, 2002 will end no later
than August 15, 2004.
F-6