SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 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)
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 regis-
trant was required to file such reports), and (2) has been subject to such fil-
ing requirements for the past 90 days.
Yes __X__ No _____
Page 1 of 14
Part I: Financial Information
Item 1: Financial Statements
LEASE EQUITY APPRECIATION FUND I, L.P.
BALANCE SHEET
ASSETS
(Unaudited)
September 30,
2002
_____________
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.
2
LEASE EQUITY APPRECIATION FUND I, L.P.
(a development stage enterprise)
NOTES TO BALANCE SHEET
September 30, 2002
(Unaudited)
The accompanying unaudited 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 Financial 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) with inter-
ests 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.
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 September 30, 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.
3
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) will 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.
4
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO BALANCE SHEET (Continued)
Item 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.
5
LEASE EQUITY APPRECIATION FUND I, L.P.
Item 4: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS AND ANALYSIS OF FINANCIAL CONDITION
Since its formation on January 31, 2002 through September 30, 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 5: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Fund is a partnership in the offering stage that has not commenced
equipment leasing operations. Accordingly, the Fund does not have market
risk exposure as of the date hereof.
Item 6: CONTROLS AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer of LEAF Asset
Management, Inc., the General Partner of the Fund, have concluded, based on an
evaluation conducted within 90 days prior to the filing date of this Quarterly
Report on Form 10-Q, that the Fund's disclosure controls and procedures as
defined in Rules Section 240.13a-14(c) and 240.15d-14(c) are effective.
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 these internal
controls, including any corrective actions with regard to significant defi-
ciencies and material weaknesses.
6
Part II: Other Information
LEASE EQUITY APPRECIATION FUND I, L.P.
September 30, 2002
Item 1. Legal Proceedings: Inapplicable.
Item 2. Changes in Securities: Inapplicable.
Item 3. Defaults Upon Senior Securities: Inapplicable.
Item 4. Submission of Matters to a Vote of Securities Holders: Inapplicable.
Item 5. Other Information: Inapplicable.
Item 6. Exhibits and Reports on Form 8-K:
Exhibit No. Description
----------- -----------
99.1 Certification pursuant to 18 U.S.C.,
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification pursuant to 18 U.S.C.,
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002
b) Reports on Form 8-K: None
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.
LEASE EQUITY APPRECIATION FUND I, L.P.
11-19-02 By: /s/ Crit S. DeMent
____________________________
Crit S. DeMent
Chairman of the Board of Directors
of LEAF Asset Management, Inc.
11-19-02 By: /s/ Miles Herman
____________________________
Miles Herman
President and a Director of
LEAF Asset Management, Inc.
(Principal Executive Officer)
11-19-02 By: /s/ Freddie M. Kotek
____________________________
Freddie M. Kotek
Vice Chairman and a Director of
LEAF Asset Management, Inc.
11-19-02 By: /s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Chief Financial Officer and Treasurer of
LEAF Asset Management, Inc.
(Principal Financial Officer)
8
CERTIFICATIONS
I, Miles Herman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lease Equity
Appreciation Fund I, L.P.
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the Balance Sheet, and other financial infor-
mation included in this quarterly report, fairly present in all material re-
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 audit committee of regis-
trant'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 quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
9
CERTIFICATIONS (continued)
Date: November 19, 2002
/s/ Miles Herman
____________________________
Miles Herman
President and a Director of LEAF Asset Management, Inc.
(Principal Executive Officer)
10
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lease Equity
Appreciation Fund I, L.P.
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the Balance Sheet, and other financial infor-
mation included in this quarterly report, fairly present in all material re-
spects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly 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 quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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 audit committee of regis-
trant'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 quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
11
CERTIFICATIONS (continued)
Date: November 19, 2002
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Chief Financial Officer and Treasurer of LEAF Asset Management, Inc.
(Principal Financial Officer)
12
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 Quarterly Report of Lease Equity Appreciation Fund I,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Crit S. DeMent, 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.
November 19, 2002
13
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 Quarterly Report of Lease Equity Appreciation Fund I,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2002as
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.
November 19, 2002
14