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 June 30, 2003
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to _____
Commission file number: 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 _____
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__
Page 1 of 22
Part I: Financial Information
Item 1: Financial Statements
LEASE EQUITY APPRECIATION FUND I, L.P.
BALANCE SHEETS
ASSETS
(Unaudited) (Audited)
June 30, December 31,
2003 2002
________ ________
Cash and cash equivalents $ 294,247 $1,001
Accounts receivable 200,937 -
Due from related parties 257,814 -
Net investment in direct
financing leases 8,304,683 -
Equipment under operating leases
(net of accumulated depreciation
of $58,597 and $-, respectively) 374,069 -
__________ ______
Total assets $9,431,750 $1,001
========== ======
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ 113,925 $ -
Accounts payable and accrued expenses 58,350 -
Due to related parties 230,475 -
Bank warehouse debt 4,767,118 -
Security deposits 99,870 -
__________ ______
Total liabilities 5,269,738 -
Partners' capital 4,162,012 1,001
__________ ______
Total liabilities and
partners' capital $9,431,750 $1,001
========== ======
The accompanying notes are an integral part of these financial statements.
2
LEASE EQUITY APPRECIATION FUND I, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2003
------------- -------------
Income:
Earned income on direct
financing leases $138,872 $172,283
Rentals 67,330 69,302
Interest 1,767 1,767
Gain on sale of equipment 19,036 19,036
Other 755 1,305
________ ________
227,760 263,693
________ ________
Expenses:
Expenses:
Depreciation 59,728 61,504
Interest expense 52,249 64,653
General and administrative 73,730 73,845
General and administrative
to related party 158,985 179,898
Management fee to related
party 23,251 26,067
________ ________
367,943 405,967
________ ________
Net loss ($140,183) ($142,274)
======== ========
Net loss per limited
partnership unit ($ 3.70) ($ 4.17)
======== ========
Weighted average number of
limited partnership units
outstanding during the period 37,507 33,799
======== ========
The accompanying notes are an integral part of these financial statements.
3
LEASE EQUITY APPRECIATION FUND I, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the six months ended June 30, 2003
(Unaudited)
General Limited Partners
Partner Units Amount Total
_______ _____ ______ _____
Balance, January 1, 2003 $1,000 10 $ 1 $ 1,001
Partners' contribution - 50,276 5,028,663 5,028,663
Expenses incurred for the sale
of partnership units - - (654,024) (654,024)
Cash distributions (1,267) - (125,487) (126,754)
Cash reinvested - 557 55,401 55,401
Redemption - (10) (1) (1)
Net loss (1,423) - (140,851) (142,274)
______ ______ __________ __________
Balance, June 30, 2003 ($1,690) 50,833 $4,163,702 $4,162,012
====== ====== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
LEASE EQUITY APPRECIATION FUND I, L.P.
STATEMENT OF CASH FLOWS
For the six months ended June 30, 2003
(Unaudited)
Cash flows from operating activities:
Net loss ($ 142,274)
__________
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 61,504
Gain on sale of equipment (19,036)
(Increase) decrease in accounts receivable (200,937)
(Increase) decrease in due from related parties (257,814)
Increase (decrease) in lease rents paid
in advance 113,925
Increase (decrease) in accounts payable and
accrued expenses 58,350
Increase (decrease) in due to related parties 230,475
Increase (decrease) in security deposits 99,870
__________
86,337
__________
Net cash used in operating activities (55,937)
__________
Cash flows from investing activities:
Acquisition of equipment under operating lease (554,059)
Investment in direct financing leases (8,977,745)
Proceeds from direct financing leases,
net of earned income 673,062
Proceeds from sale of equipment 137,522
__________
Net cash used in investing activities (8,721,220)
__________
Cash flows from financing activities:
Proceeds from bank warehouse debt 6,267,118
Partners' capital contributions 5,028,663
Repayment of bank warehouse debt (1,500,000)
Payment of expenses incurred for
the sale of partnership units (654,024)
Cash distributed to partners (126,754)
Cash reinvested by partners 55,401
Redemption of partner's capital (1)
__________
Net cash provided by financing activities 9,070,403
__________
Increase in cash and cash equivalents 293,246
Cash and cash equivalents, beginning
of period 1,001
__________
Cash and cash equivalents, end of period $ 294,247
==========
The accompanying notes are an integral part of these financial statements.
5
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have 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. These condensed financial statements
should be read with the audited financial statements and notes thereto as of
December 31, 2002 and for the year then ended. The results for the six
months ended June 30, 2003 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2003.
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.
On March 3, 2003, the Fund satisfied its minimum offering requirements and
commenced operations. At that time, the initial limited partner withdrew from
the Partnership.
As of June 30, 2003, the Fund had raised $5,028,663 through the sale of
50,276 limited partnership units and $55,401 from the reinvestment of 557
limited partnership units. The Fund seeks to acquire a diversified portfolio
of equipment to lease to end users throughout the United States. The Fund
also seeks to acquire existing portfolios of equipment subject to existing
leases 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
6
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates (continued)
date of the financial statements, and revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Accounting for Leases
The Fund's leasing operations consist of both direct financing and
operating leases which are recorded in accordance with Statement of Financial
Accounting Standards No. 13. Under the direct financing method of accounting
for leases, 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 is recorded as an asset and depreciated on a straight-line basis over
its estimated useful life, up to seven years. Acquisition fees associated with
lease placements are allocated to equipment when purchased and depreciated as
part of equipment cost. Rental income consists primarily of monthly periodic
rentals due under the terms of the leases. Generally, during the remaining
terms of existing operating leases, the Fund will not recover all of the
undepreciated cost and related expenses of its rental equipment and is prepared
to remarket the equipment in future years. Fund policy is to review quarterly
the expected economic life of its rental equipment in order to determine the
recoverability of its undepreciated cost. In accordance with accounting
principles generally accepted in the United States of America, the Fund writes
down its rental equipment to its estimated net realizable value when the
amounts are reasonably estimated and only recognizes gains upon actual sale
of its rental equipment. There were no write-downs of equipment to net
realizable recorded during the three and six months ended June 30, 2003.
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.
Statements of Cash Flows
For purposes of the statements of cash flows, the Fund considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Net Income (Loss) per Limited Partnership Unit
Net income (loss) per limited partnership unit is computed by
dividing net income (loss) allocated to limited partners by the weighted
7
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Income (Loss) per Limited Partnership Unit (continued)
average number of limited partnership units outstanding during the period.
The weighted average number of units outstanding during the period is computed
based on the number of units issued during the period weighted for the days
outstanding during the period.
Recent Accounting Pronouncements
The Fund adopted FASB Interpretation 45 (FIN 45), "Guarantor's Accounting
and Disclosure Requirements for Guarantees, including Indirect Guarantees of
Indebtedness of Others" on January 1, 2003. FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provisions
of the interpretation, to record a liability for the fair value of the
obligation undertaken in issuing the guarantee. FIN 45 applies prospectively
to guarantees the Fund issues or modifies subsequent to December 31, 2002. The
adoption of FIN 45 did not have a material impact on the financial position or
results of operations of the Fund.
In January 2003, the FASB issued FIN 46 "Consolidation of Variable Interest
Entities." FIN 46 clarifies the application of Accounting Research Bulletin
51, "Consolidated Financial Statements," for certain entities that do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties or in which equity
investors do not have the characteristics of a controlling financial interest
("variable interest entities"). Variable interest entities within the scope of
FIN 46 will be required to be consolidated by their primary beneficiary. The
primary beneficiary of a variable interest entity is determined to be the party
that absorbs a majority of the entity's expected losses, receives a majority of
its expected returns, or both. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The Fund is in the process of determining
what impact, if any, the adoption of the provisions of FIN 46 will have upon
its financial condition or results of operations. The Fund does not anticipate
that FIN 46 will have a material impact on its financial position or results
of operations.
The Fund adopted Statement of Financial Accounting Standard 149 (SFAS
No. 149), "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities," on July 1, 2003. SFAS No. 149 clarifies and amends SFAS No. 133
for implementation issues raised by constituents or includes the conclusions
reached by the FASB on certain FASB Staff Implementation Issues. Statement
149 also amends SFAS No. 133 to require a lender to account for loan commit-
ments related to mortgage loans that will be held for sale as derivatives.
SFAS No. 149 is effective for contracts entered into or modified after June 30,
2003. Management does not anticipate the adoption of SFAS No. 149 will have a
material impact on the Fund's financial position or results of operations.
8
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (continued)
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity," on May 15, 2003.
SFAS No. 150 changes the classification in the statement of financial posi-
tion of certain common financial instruments from either equity or mezzanine
presentation to liabilities and requires an issuer of those financial state-
ments to recognize changes in fair value or redemption amount, as applicable,
in earnings. SFAS No. 150 is effective for public companies for financial
instruments entered into or modified after May 31, 2003 and is effective at
the beginning of the first interim period beginning after June 15, 2003.
Management does not anticipate the adoption of SFAS No. 150 will have a
Material impact on the Fund's financial position or results of operations
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 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 with March 3, 2003 and ending five years after the last
closing date on which any Limited Partner is admitted) is allocated 99% to
the Limited Partners and 1% to the General Partner. Income during the
liquidation period 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.
Net losses for any fiscal period are allocated 99% to the Limited Partners
and 1% to the General Partner until the Limited Partners have been allocated
losses equal to the excess, if any, of their aggregated capital account
balances over their aggregated adjusted capital contributions. Next, losses
are allocated to the Partners in proportion to and to the extent of their
respective remaining positive capital account balances, if any. Thereafter,
losses are allocated 99% to the Limited Partners and 1% to the General Partner.
4. EQUIPMENT LEASED
The Fund's direct financing leases are for initial lease terms ranging
from 4 to 80 months. Unguaranteed residuals for direct financing leases
represent the estimated amounts recoverable at lease termination from lease
extensions or disposition of the equipment. The Fund reviews these residual
values quarterly. If the equipment's fair market value is below the estimated
residual value, an adjustment is made.
9
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
4. EQUIPMENT LEASED (Continued)
The approximate net investment in direct financing leases as of
June 30, 2003 is as follows (unaudited):
Minimum lease payments to be received $9,373,000
Unguaranteed residuals 279,000
Unearned rental income (1,302,000)
Unearned residual income (45,000)
__________
$8,305,000
==========
There was no investment in direct financing leases at December 31, 2002.
Equipment on lease consists of equipment under operating leases for
initial lease terms ranging from 10 to 31 months.
The future approximate minimum rentals to be received on non-
cancelable direct financing and operating leases as of June 30, 2003
are as follows (unaudited):
Years Ending December 31 Direct Financing Operating
___________________________ __________________ ___________
2003 $1,480,000 $178,000
2004 2,756,000 260,000
2005 2,303,000 122,000
2006 1,486,000 58,000
2007 978,000 31,000
Thereafter 370,000 1,000
__________ ________
$9,373,000 $650,000
========== ========
5. BANK WAREHOUSE DEBT
The Fund and its affiliates entered into revolving credit lines with
National City Bank (NCB) and Commerce Bank that have an aggregated borrowing
limit up to $10 million each consisting of revolving credit and loan com-
ponents. Interest on the facilities is calculated at LIBOR plus three
percent per annum at the time of borrowing. The interest rate on the out-
standing debt at June 30, 2003 was 4.32%. Borrowings under the facilities
are collateralized by the leases being financed and the underlying equipment
being leased. The agreements contain certain covenants pertaining to the Fund
and its affiliates, including the maintenance of certain financial ratios.
At June 30, 2003, all financial covenants have been met. The facility with
NCB was extended effective June 10, 2003 until September 30, 2003 at which
time the outstanding principal balance of $4,767,118 is due unless the credit
line is renewed. The facility with Commerce Bank expires on June 27, 2004.
The Fund has no outstanding balance on this facility as of June 30, 2003.
10
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
6. TRANSACTIONS WITH AFFILIATES
The General Partner receives 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 expense allowance does not cover
underwriting fees or sales commissions.
The General Partner receives 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
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
Fund's partnership agreement (the Partnership Agreement), or 2% of gross
rental payments for full payout leases, as defined in the Partnership Agree-
ment, or a competitive fee, whichever is less. An operating lease, as defined
in the Partnership Agreement, 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, as defined in the Partnership Agreement, is one in which
the gross rental payments, on a net present value basis, are at least suf-
ficient 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 receives 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 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. (Anthem Securities), an indirect wholly-owned
subsidiary of Resource America, receives 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 also
receives sales commissions of 8% of the proceeds of each unit sold by it,
although it has not sold and does not anticipate that it will sell a material
number of units.
11
LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
6. TRANSACTIONS WITH AFFILIATES (Continued)
During the second quarter of 2003, the Fund invested in a portion of a
direct financing lease that was held by another Fund in which LEAF Financial
Corporation is a General Partner. The amount invested by the Fund is approx-
imately $601,000. The investment was sold to the Fund at its book value and
no gain or loss was recorded on this transaction.
During the first quarter of 2003, the Fund transferred its checking and
investment accounts from The Bancorp Bank (TBB) to Commerce Bank. The son
and the spouse of the Chairman of Resource America, Inc. are the Chairman and
Chief Executive Officer, respectively, of TBB.
The following is a summary of fees and costs of services and materials
charged by the General Partner or its affiliates during the three and six
months ended June 30, 2003 (unaudited):
Three Months Ended Six Months Ended
June 30, 2003 June 30, 2003
------------- -------------
Acquisition fee $ 98,787 $228,236
Management fee 23,251 26,067
Organization and offering expense 72,122 152,522
Reimbursable costs 158,985 179,898
Selling commissions and
underwriting fee 239,103 501,502
Due from related parties at June 30, 2003 represents 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 at June 30, 2003 represents monies due to the
General Partner and/or its parent company for the fees and costs mentioned
above as well as reimbursement for equipment funding.
7. CASH DISTRIBUTION
During the six months ended June 30, 2003, the General Partner declared and
paid cash distributions totaling $126,754 for the months of March, April and
May 2003 to all admitted partners as of March 31, April 30 and May 31, 2003.
The General Partner declared and paid a cash distribution of $29,653 in
July 2003 for the month ended June 30, 2003 to all admitted partners as of
June 30, 2003.
12
LEASE EQUITY APPRECIATION FUND I, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Lease Equity Appreciation Fund I, L.P. broke escrow and commenced
operations on March 3, 2003. The Fund had revenues of $227,760 and $263,693
for the three and six months ended June 30, 2003, respectively. Earned income
from direct financing leases and rentals from operating leases comprised 91%
and 92% of total revenues for the three and six months ended June 30, 2003,
respectively. The Fund also recognized a gain on sale of equipment under an
operating lease of $19,036 during the three and six months ended June 30,
2003. Expenses were $367,943 and $405,967 for the three and six months ended
June 30, 2003, respectively. The general and administrative expense of $73,730
and $73,845 represents various costs incurred to operate the Fund on a daily
basis during the three and six months ended June 30, 2003, respectively. The
general and administrative expense to related party of $158,985 and $179,898
for the first three and six months of 2003, respectively, consists of reim-
bursements made to the General Partner or its parent for expenses incurred
to manage the Fund. Interest expense of $52,249 and $64,653 is the interest
incurred on the outstanding warehouse line for the three and six months ended
June 30, 2003, respectively.
The Fund had net income (loss) of ($140,183) and ($142,274) for the
three and six months ended June 30, 2003. The income (loss) per limited
partnership unit, after income (loss) allocated to the General Partner was
($3.70) and ($4.17) based on a weighted average number of limited partnership
units outstanding of 37,507 and 33,799 for the three and six months ended
June 30, 2003, respectively.
The General Partner of the Fund declared and paid cash distributions of
$20,098 and $25,444 during the quarter ended June 30, 2003 for the months
of April 30 and May 31, 2003, respectively. There was also one cash distri-
bution of $29,653 declared and paid in July 2003 for the month ended June 30,
2003. The total amount distributed for the quarter was $75,195. The General
Partner declared and paid three cash distributions totaling $126,754 during
the six months ended June 30, 2003 for the months of March, April and May 2003.
ANALYSIS OF FINANCIAL CONDITION
The Fund raised $5,028,663 from the sale of limited partnership units and
$55,401 from the reinvestment of cash distributions as of June 30, 2003. The
Fund invested the proceeds raised, together with borrowed funds from the bank
warehouse line, in direct financing leases of $8,977,745 and operating leases
of $554,059 during the six months ended June 30, 2003.
The cash position of the Fund is reviewed daily and cash is invested on a
short-term basis.
13
LEASE EQUITY APPRECIATION FUND I, L.P.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
ANALYSIS OF FINANCIAL CONDITION (Continued)
The Fund's cash from operations is expected to continue to be adequate to
cover all operating expenses and contingencies during the next twelve month
period.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Fund and its affiliates entered into revolving credit facilities
with NCB and Commerce Bank that have an aggregated borrowing limit up to
$10 million each. The average interest rate at June 30, 2003 was 4.32%.
A hypothetical 10% change in the average interest rate applicable to
these facilities would change our net income by approximately $18,000.
Item 4: CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures: Based on their
evaluation of the Fund's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")),
the principal executive officer and principal financial officer of LEAF
Asset Management, Inc., the General Partner of the Fund, have concluded that
as of the end of the period covered by this Quarterly Report of Form 10-Q,
such disclosure controls and procedures are effective to ensure that infor-
mation required to be disclosed by the Fund in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and re-
ported within the time periods specified in Securities and Exchange Commis-
sion rules and forms.
b) Changes in internal control over financial reporting: During the quarter
under report, there was no change in the Fund's internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Fund's internal control over financial reporting.
14
LEASE EQUITY APPRECIATION FUND I, L.P.
June 30, 2003
Part II: Other Information
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:
a) Exhibit No. Description
----------- -----------
3(a) & 4 Amended and Restated Agreement of
Limited Partnership*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Section 1350 Certification
32.2 Section 1350 Certification
b) Reports on Form 8-K: None
*Incorporated by reference.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the re-
gistrant 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.
By: LEAF Asset Management, Inc., General Partner
8-14-03 By: /s/ Miles Herman
____________________________
Miles Herman
President and a Director of
LEAF Asset Management, Inc.
(Principal Executive Officer)
8-14-03 By: /s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Chief Financial Officer and Treasurer of
LEAF Asset Management, Inc.
(Principal Financial Officer)
16
Exhibit 31.1
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 report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; 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
over financial reporting.
17
CERTIFICATIONS (continued)
Date: August 14, 2003
/s/ Miles Herman
____________________________
Miles Herman
President and a Director of LEAF Asset Management, Inc. (The General Partner)
(Principal Executive Officer)
18
Exhibit 31.2
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 report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; 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
over financial reporting.
19
CERTIFICATIONS (continued)
Date: August 14, 2003
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Chief Financial Officer and Treasurer of LEAF Asset Management, Inc.
(The General Partner)
(Principal Financial Officer)
20
Exhibit 32.1
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 June 30, 2003 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.
August 14, 2003
A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002 has been provided to Lease Equity
Appreciation Fund I, L.P. and will be retained by the Fund and
furnished to the Securities and Exchange Commission or its staff
upon request.
21
Exhibit 32.2
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 June 30, 2003 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.
August 14, 2003
A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002 has been provided to Lease Equity
Appreciation Fund I, L.P. and will be retained by the Fund and
furnished to the Securities and Exchange Commission or its staff
upon request.
22