Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
Commission file number 000-53667
LEAF EQUIPMENT FINANCE FUND 4, L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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61-1552209
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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110 South Poplar Street, Suite 101, Wilmington Delaware 19801
(Address of principal executive offices)
(800) 819-5556
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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None
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Not applicable
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Securities registered pursuant to Section 12 (g) of the Act:
Limited Partner Units
Title of Class
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No
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. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o(Do not check if a smaller reporting company)
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Smaller Reporting Company R
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
There is no public market for the Registrant’s securities.
DOCUMENTS INCORPORATED BY REFERENCE
None
LEAF EQUIPMENT FINANCE FUND 4, L.P.
INDEX TO ANNUAL REPORT
ON FORM 10-K
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Page
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PART I
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ITEM 1:
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2 | ||
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ITEM 1A:
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4 | ||
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ITEM 1B:
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4 | ||
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ITEM 2:
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4 | ||
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ITEM 3:
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4 | ||
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ITEM 4:
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PART II
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ITEM 5:
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ITEM 6:
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ITEM 7:
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ITEM 7A:
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15 | ||
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ITEM 8:
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ITEM 9:
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30 | ||
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ITEM 9A:
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ITEM 9B:
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30 | ||
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PART III
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ITEM 10:
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31 | ||
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ITEM 11:
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32 | ||
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ITEM 12:
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ITEM 13:
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ITEM 14:
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PART IV
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ITEM 15
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Annual Report on Form 10-K (this “Report”) includes “forward-looking statements.” Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.
Forward-looking statements contained in this Report are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Forward-looking statements we make in this Report are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:
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changes in our industry, interest rates or the general economy;
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increased rates of default and/or decreased recovery rates on our investment in leases and loans;
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availability, terms and deployment of debt funding;
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general volatility of the debt markets;
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the timing of cash flows, if any, from our investments in leases and loans and payments for debt service; and
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the degree and nature of our competition.
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We caution you not to place undue reliance on these forward-looking statements which speak only as of the date of this Report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.
As used herein, the terms “we,” “us,” or “our” refer to LEAF Equipment Finance Fund 4, L.P. and subsidiaries.
PART I
General
We are a Delaware limited partnership formed on January 25, 2008 by our general partner, LEAF Asset Management, LLC (the “General Partner”), which manages us. Our General Partner is a Delaware limited liability company and a subsidiary of Resource America, Inc. (“RAI”). RAI is a publicly-traded company (NASDAQ: REXI) that uses industry specific expertise to evaluate, originate, service and manage investment opportunities through its commercial finance, real estate and financial fund management segments. Our offering period began on August 12, 2008. Through our offering termination date of October 30, 2009 we raised $125.7 million by selling 1.2 million of our limited partner units. We commenced operations in September 2008.
We are expected to have a nine-year life, consisting of an offering period of up to two years, a five year reinvestment period and a subsequent maturity period of two years, during which our leases and secured loans will either mature or be sold. In the event we are unable to sell our leases and loans during the maturity period, we expect to continue to return capital to our partners as those leases and loans mature. All of our leases and loans mature by the end of 2032. We expect to enter our liquidation period beginning in October 2014. We will terminate on December 31, 2032, unless sooner dissolved or terminated as provided in our Limited Partnership Agreement.
We acquire a diversified portfolio of new, used, or reconditioned equipment that we lease to third parties. We also acquire portfolios of equipment subject to existing leases from other equipment lessors. Our financings are typically acquired from LEAF Financial Corporation (“LEAF Financial”), an affiliate of our General Partner and a subsidiary of RAI. In addition, we may make secured loans to end users to finance their purchase of equipment. We attempt to structure our secured loans so that, in an economic sense, there is no difference to us between a secured loan and a full payout equipment lease. We also invest in equipment, leases and secured loans through joint venture arrangements with our General Partner’s affiliated investment programs. We finance business-essential equipment including, but not limited to, computers, copiers, office furniture, water filtration systems, machinery used in manufacturing and construction, medical equipment and telecommunications equipment. We focus on the small to mid-size business market, which generally includes businesses with:
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500 or fewer employees;
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$1.0 billion or less in total assets; or
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$100.0 million or less in total annual sales.
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Our principal objective is to generate regular cash distributions to our limited partners.
Our leases consist of direct financing and operating leases as defined by accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under the direct financing method of accounting, 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, 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, we will not recover all of the cost and related expenses of rental equipment and, therefore, we are prepared to remarket the equipment in future years. We discontinue the recognition of revenue for leases and loans for which payments are more than 90 days past due, or in case of future payment card receivables, when no payments have been received in 60 days. These assets are classified as non-accrual.
As discussed further in ITEM 7, the recent economic recession in the United States has adversely affected our operations as a result of higher delinquencies and may continue to do so as the economy recovers.
Available Information
We file annual, quarterly and current reports and other information with the SEC. The public may read and copy information we file with the SEC, at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549, on official business days during the hours of 10:00 am and 3:00 pm. The public may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The internet address of the SEC site is http://www.sec.gov. Our General Partner’s internet address is http://www.LEAFFinancial.com. We make our SEC filings available free of charge on or through our General Partner’s internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We are not incorporating by reference in this report any material from our General Partner’s website.
We do not directly employ any persons to manage or operate our business. These functions are provided by our General Partner and employees of our 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 us and all other expenses necessary or appropriate to the conduct of our business. Our General Partner and its affiliates receive fees and other compensation from us.
Competition
The equipment leasing business is highly fragmented and competitive. We acquire equipment from our General Partner and its affiliates. Our General Partner and its affiliates compete with:
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a large number of national, regional and local banks, savings banks, leasing companies and other financial institutions;
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captive finance and leasing companies affiliated with major equipment manufacturers; and
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other sources of equipment lease financing, including other publicly- offered partnerships.
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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 our General Partner 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 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 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.
Risk factors have been omitted as permitted under rules applicable to smaller reporting companies.
None.
We do not own or lease any real property.
We are not subject to any pending material legal proceedings.
Not applicable.
PART II
Our limited partner units are not publicly traded. There is no market for our limited partner units and it is unlikely that any will develop. The following table shows the number of equity security holders:
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Title of Class
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Number of Partners as of
December 31, 2012
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Limited Partners
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2,789 | |||
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General Partner
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1 | |||
Total distributions paid to limited partners for the years ended December 31, 2012 and 2011 were $5.0 million each period. These distributions were paid on a monthly basis to our limited partners at a rate of approximately 4% of their original capital contribution to us in 2012 and 2011.
Not applicable.
The following discussion provides an analysis of our operating results, an overview of our liquidity and capital resources and other items related to us. This discussion and analysis should be read in conjunction with Item 1 and the consolidated financial statements in Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2012.
As used herein, the terms “we,” “us,” or “our” refer to LEAF Equipment Finance Fund 4, L.P. and its subsidiaries.
Fund Summary
As discussed in more detail in Item 1, we acquire a diversified portfolio of new, used or reconditioned equipment that we lease to third parties. We also acquire portfolios of equipment subject to existing leases from other equipment lessors. Our financings are typically acquired from our General Partner. In addition, we may make secured loans to end users to finance their purchase of equipment.
Since our commencement in September 2008, the United States has suffered through the worst economic recession in over 75 years. The ongoing economic slowdown has impacted, and will continue to impact, our performance. While the recession began before we were launched, its magnitude and duration have been severe and the consequences broadly felt. In particular, the recession led to a “credit crisis” that impacted us directly (through the amount and terms of credit available to us) and indirectly (through the impact on the small and mid-sized businesses that make up our lease and loan borrowers).
Banks became reluctant to lend, and when they did it became more expensive to borrow. This happened very quickly and severely. In fact, shortly after our launch, we were able to obtain a new credit facility and we were hopeful that we would be able to continue to do so. However, availability and terms got much worse – not better. Interest rates increased; fees were imposed and/or increased; the lengths of extensions were shortened and the amount that lenders would advance as a percentage of the leases being financed was significantly decreased.
As we sought new debt facilities and our existing facilities matured or needed modifications, we had to accept these new terms and our costs increased. Most significantly, we have not been able to maintain debt at the same levels. The additional investment requirement reduced the amount of assets that we could purchase, and accordingly reduced our cash flow. The lenders’ higher fees and costs also had to be paid from funds that were then unavailable to re-invest in new leases. Because we have less debt, over time, we will pay our lenders less interest expense but current cash flow is negatively impacted. As we saw these conditions fail to improve, we recognized that we would not be able to obtain enough financing on favorable terms to operate at our proposed size, and we closed to new investments approximately ten months ahead of schedule.
The combination of higher interest rates, lower levels of available credit, increased fees, losses that are slightly higher than originally projected and the inability to use excess cash flow to pay for some of these costs created a “perfect storm” that is making it difficult to execute the business plan. We have worked to minimize the effects of these conditions. We sought new forms of capital, and were able to arrange debt for us at a time when lenders were not generally providing new facilities. Additionally we have refinanced all of our existing debt facilities by completing three term securitizations (two in 2010 and the third in January 2011) totaling approximately $360 million.
We can continue to acquire leases until we enter our maturity phase in October 2014, at which time we will be prohibited, under the partnership agreement, from acquiring new leases.
To date, limited partners have received total distributions ranging from approximately 15% to 25% of their original amount invested, depending upon when the investment was made. Management is working to maximize the amount that can be distributed to limited partners in the future. Distributions were made at a rate of 4.0% in both 2012 and 2011. Future cash distributions are not guaranteed and are solely dependent on our performance and are impacted by a number of factors which include lease and loan defaults by our customers, accelerated principal payments on our debt facilities required per our agreements, and prevailing economic conditions. In order to reduce our ongoing cash requirements, the General Partner waived management fees in August 2010 and subsequently waived all future management fees.
We continued to be impacted by market uncertainties during the year ended December 31, 2012 as further discussed in “Finance Receivables and Asset Quality” and in “Liquidity and Capital Resources.”
General Economic Overview
United States of America (“U.S.”) economic activity for the quarter ended December 31, 2012 was dominated by uncertainties surrounding the U.S. Presidential election and various tax cuts set to expire January 1, 2013 (the “Fiscal Cliff”). These uncertainties, with respect to potential changes in taxes, government spending, and government regulations, left many businesses in a “wait and see” position before deciding to invest in personnel, equipment and other capital expenditures. Likewise the uncertainties affected consumer sentiment and resulted in a less than hoped for robust holiday selling season. Thus both business and consumer economic activities were somewhat dampened in the fourth quarter of 2012 by the questions regarding the outcome of the election and Fiscal cliff. Despite the foregoing there were a number of positive reports in the important housing, manufacturing , and service industries that point to a slow but continuing improvement in the economy. Some specific key economic indicators and reports that were released in the fourth quarter of 2012 and that show these trends are summarized below.
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Gasoline prices showed a significant decline which is positive for household budgets and may spur some consumer spending
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The Commerce Department reported signs of recovery in the housing market as new single family home sales increased at the fastest rate in two and one half years and the median price of new homes rose 14.9% year-over-year.
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The S&P/Case-Shiller Home Price Index report released in December 2012 showed that home prices rose 4.3% in the most recent 12 month period. This is significant as it indicates an increase in demand after a long post recession period of decline.
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The National Association of Realtors reported existing home sales increased 14.5% year-over-year showing that “Momentum continues to build in the housing market from growing jobs and a bursting out of household formation.”
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The Institute of Supply Management reported that both the manufacturing and non-manufacturing sectors expanded in December 2012 with the non-manufacturing sector showing expansion for the thirty-sixth consecutive month.
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The National Association of Credit Management index remained positive in December 2012, although it was slightly lower than the preceding month due to lower reported business sales which “reinforces the notion that business is stalled out in anticipation of what might happen with spending and taxation next year.”
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The National Federation of Independent Business confidence level increased but remained at a low level with 70% of surveyed business owners reporting that the current period is a bad time to expand citing uncertainty around taxes and regulations as the top two business problems.
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The Equipment Leasing and Finance Association’s Monthly Confidence Index for December 2012 declined from November 2012 “reflecting industry participant’s concerns regarding the impact of fiscal issues on capital expenditures.”
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Together these indicators point to an economy that is showing signs of a slow sustained improvement in certain sectors, but also held back by significant uncertainty caused by the political climate. With a new set of economic deadlines looming in early 2013 including government spending and debt limitations the uncertainty may well continue into the first quarter of 2013. As this affects small businesses, this situation might affect the performance of our portfolio of leases and loans which are largely made to the small to medium sized business community.
Finance Receivables and Asset Quality
Information about our portfolio of commercial finance assets is as follows (dollars in thousands):
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December 31,
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2012
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2011
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Investment in leases and loans, net
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$ | 89,302 | $ | 184,938 | ||||
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Number of contracts
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6,700 | 10,000 | ||||||
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Number of individual end users (1)
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6,100 | 9,000 | ||||||
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Average original equipment cost
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$ | 61.0 | $ | 59.6 | ||||
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Average initial lease term (in months)
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58 | 58 | ||||||
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Average remaining lease term (in months)
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18 | 23 | ||||||
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States accounting for more than 10% of lease and loan portfolio:
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New York
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19 | % | 15 | % | ||||
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California
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10 | % | 12 | % | ||||
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Types of equipment accounting for more than 10% of lease and loan portfolio:
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Medical equipment
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22 | % | 22 | % | ||||
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Industrial equipment
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18 | % | 20 | % | ||||
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Asset based lending
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15 | % | 10 | % | ||||
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Restaurant equipment
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12 | % | 11 | % | ||||
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Types of businesses accounting for more than 10% of lease and loan portfolio:
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Services
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41 | % | 44 | % | ||||
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Finance/Insurance/Real Estate
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25 | % | 18 | % | ||||
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Retail trade
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17 | % | 17 | % | ||||
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Located in the 50 states as well as the District of Columbia and Puerto Rico. No individual end user or single piece of equipment accounted for more than 10% of our portfolio based on the origination amount.
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We utilize debt, in addition to our equity, to fund the acquisitions of lease and loan portfolios. Our leases and loans are generally assigned as collateral for borrowings. As of December 31, 2012 and 2011, our outstanding debt was $72.7 million and $157.9 million, respectively.
Finance Receivables and Asset Quality
The table below provides information about our commercial finance assets including non-performing assets, which are those assets that are not accruing income due to non-performance or impairment (dollars in thousands):
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2012
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Investment in leases and loans before allowance for credit losses
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$ | 98,222 | $ | 189,348 | $ | (91,126 | ) | (48 | )% | |||||||
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Less: allowance for credit losses
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(8,920 | ) | (4,410 | ) | (4,510 | ) | 102 | % | ||||||||
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Investment in leases and loans, net
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$ | 89,302 | $ | 184,938 | $ | (95,636 | ) | (52 | )% | |||||||
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Weighted average investment in direct financing leases and loans before allowance for credit losses
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$ | 135,284 | $ | 249,774 | $ | (114,490 | ) | (46 | )% | |||||||
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Non-performing assets
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$ | 20,102 | $ | 26,800 | $ | (6,698 | ) | (25 | )% | |||||||
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Charge-offs, net of recoveries
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$ | 9,549 | $ | 21,129 | $ | (11,580 | ) | (55 | )% | |||||||
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As a percentage of finance receivables:
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Allowance for credit losses
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9.08 | % | 2.33 | % | ||||||||||||
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Non-performing assets
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20.47 | % | 14.15 | % | ||||||||||||
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As a percentage of weighted average finance receivables:
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Charge-offs, net of recoveries
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7.06 | % | 8.46 | % | ||||||||||||
We manage our credit risk by adhering to strict credit policies and procedures, and closely monitoring our receivables. Our General Partner, the servicer of our leases and loans, responded to the recent economic recession in part, by implementing early intervention techniques in collection procedures. Our General Partner has also increased its credit standards and limited the amount of business we do with respect to certain industries, geographic locations and equipment types. Because of the recent scarcity of credit available to small and mid size businesses, we have been able to increase our credit standards without reducing the interest rate we charge on our leases and loans.
Our allowance for credit losses is our estimate of losses inherent in our commercial finance receivables. The allowance is based on factors which include our historical loss experience on equipment finance portfolios we manage, an analysis of contractual delinquencies, current economic conditions and trends and equipment finance portfolio characteristics, adjusted for recoveries. In evaluating historic performance, we perform a migration analysis, which estimates the likelihood that an account progresses through delinquency stages to ultimate charge-off unless individually reviewed for impairment. Our policy is to charge off to the allowance those financings which are in default and for which it is probable management will be unable to collect all amounts contractually owed. Substantially all of our assets are collateral for our debt and, therefore, significantly greater delinquencies than anticipated will have an adverse impact on our cash flow and distributions to our partners.
We focus on financing equipment used by small to mid-sized businesses. The recent economic recession and ongoing uncertainties surrounding the recovery in the United States has made it more difficult for some of our customers to make payments on their financings with us on a timely basis, which has adversely affected our operations in the form of higher delinquencies. In 2012 our non-performing assets as a percentage of finance receivables increased to 20.47% at December 31, 2012 compared to 14.15% at December 31, 2011, primarily due to certain non-performing loans that are contractually current but on the cost recovery method due to continued uncertainty as to future collectability. Our investments in leases and loans that were current as a percentage of our portfolio remained consistent with the prior period at 96.2% as of December 31, 2012 as compared to 96.7% at December 31, 2011.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and cost and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis we evaluate our estimates, including the allowance for credit losses and the estimated unguaranteed residual values of leased equipment. We base our estimates on historical experience, current economic conditions and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We have identified the following policies as critical to our business operations and the understanding of our results of operations.
Investments in Commercial Finance Assets
Our investments in commercial finance assets consist of direct financing leases, operating leases, and loans.
Direct Financing Leases. Certain of our 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. Our investment in direct financing leases consists of the sum of the total future minimum lease payments receivable and the estimated unguaranteed residual value of leased equipment, less unearned finance income. Unearned finance income, which is recognized as revenue over the term of the financing by the effective interest method, represents the excess of the total future minimum contracted 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.
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 our history with regard to the realization of residuals, available industry data and the General Partner’s senior management’s experience with respect to comparable equipment. The estimated residual values are recorded as a component of investments in leases. 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. Upward adjustments to residual values are not permitted.
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 rental payments due under the terms of the leases. We recognize rental income on a straight line basis.
A review for impairment of operating leases is performed whenever events or changes in circumstances indicate that the carrying amount of the operating leases may not be recoverable. We write down our rental equipment to its estimated net realizable value when it is probable that its carrying amount exceeds its fair value and the excess can be reasonably estimated; gains are only recognized upon actual sale of the rental equipment.
Loans. For term loans, the investment in loans consists of the sum of the total future minimum loan payments receivable less unearned finance income. Unearned finance income, which is recognized as revenue over the term of the financing by the effective interest method, represents the excess of the total future minimum contracted loan payments over the cost of the loan. For all other loans, interest income is recorded at the stated rate on the accrual basis to the extent that such amounts are expected to be collected.
Allowance for Credit Losses. We evaluate the adequacy of the allowance for credit losses (including investments in leases and loans) based upon, among other factors, management’s historical experience on the portfolios it manages, an analysis of contractual delinquencies, economic conditions and trends and equipment finance portfolio characteristics, adjusted for expected recoveries. In evaluating historic performance of our leases and loans, we perform a migration analysis, which estimates the likelihood that an account progresses through delinquency stages to ultimate charge-off unless individually reviewed for impairment. In an individual review for impairment we consider the loans performance, probability of repayment, and general and local economic conditions when assessing whether impairment is necessary. Substantially all of the Fund’s leases and loans evaluated for impairment on an individual basis include an analysis of the market values of underlying collateral values, as adjusted for estimated selling and other closing costs. After an account becomes 180 or more days past due, any remaining balance is fully-reserved less an estimated recovery amount. Generally, past due accounts are referred to our internal recovery group consisting of a team of credit specialists and collectors. The group utilizes several resources in an attempt to maximize recoveries on charged-off accounts including: 1) initiating litigation against the end user customer and any personal guarantor, 2) referring the account to an outside law firm or collection agency and/or 3) repossessing and remarketing the equipment through third parties.
Our policy is to charge off to the allowance those financings which are in default and for which it is probable management will be unable to collect all amounts contractually owed. We discontinue the recognition of revenue for leases and loans for which payments are more than 90 days past due. As of December 31, 2012 and, 2011, we had $20.1 million and $26.8 million, respectively, of leases and loans on non-accrual status. Payments received while leases and loans are on non-accrual status are recorded as a reduction of principal. Generally income recognition resumes when a lease or loan becomes less than 90 days delinquent, unless certain factors specific to those leases or loans continue to raise concerns as to future collectability.
Results of Operations
Year Ended December 31, 2012 compared to Year Ended December 31, 2011
The following summarizes our results of operations for the years ended December 31, 2012 and 2011 (dollars in thousands):
|
Increase (Decrease)
|
||||||||||||||||
|
2012
|
2011
|
$ | % | |||||||||||||
|
Revenues:
|
||||||||||||||||
|
Interest on equipment financings
|
$ | 8,974 | $ | 18,264 | $ | (9,290 | ) | (51 | )% | |||||||
|
Rental income
|
1,263 | 2,512 | (1,249 | ) | (50 | )% | ||||||||||
|
Gains on sale of equipment and lease dispositions, net
|
1,170 | 1,559 | (389 | ) | (25 | )% | ||||||||||
|
Gain on extinguishment of debt
|
– | 13,677 | (13,677 | ) | (100 | )% | ||||||||||
|
Other income
|
902 | 1,103 | (201 | ) | (18 | )% | ||||||||||
| 12,309 | 37,115 | (24,806 | ) | (67 | )% | |||||||||||
|
Expenses:
|
||||||||||||||||
|
Interest expense
|
12,304 | 21,093 | (8,789 | ) | (42 | )% | ||||||||||
|
Depreciation on operating leases
|
812 | 2,005 | (1,193 | ) | (60 | )% | ||||||||||
|
Provision for credit losses
|
14,059 | 15,685 | (1,626 | ) | (10 | )% | ||||||||||
|
General and administrative expenses
|
1,222 | 1,384 | (162 | ) | (12 | )% | ||||||||||
|
Administrative expenses reimbursed to affiliate
|
1,217 | 2,450 | (1,233 | ) | (50 | )% | ||||||||||
|
Loss on derivative activities
|
- | 128 | (128 | ) | (100 | )% | ||||||||||
| 29,614 | 42,745 | (13,131 | ) | (31 | )% | |||||||||||
|
Net loss
|
(17,305 | ) | (5,630 | ) | (11,675 | ) | ||||||||||
|
Add: Net loss (income) attributable to the noncontrolling interest
|
185 | (7 | ) | 192 | ||||||||||||
|
Net loss attributable to LEAF 4 partners
|
$ | (17,120 | ) | $ | (5,637 | ) | $ | (11,483 | ) | |||||||
|
Net loss allocated to LEAF 4's limited partners
|
$ | (16,949 | ) | $ | (5,581 | ) | $ | (11,368 | ) | |||||||
The decrease in total revenues was primarily attributable to the following:
|
|
●
|
A decrease in interest on equipment financings and rental income. Our weighted average net investment in financing assets decreased to $135.3 million for the year ended December 31, 2012 as compared to $249.8 million for the year ended December 31, 2011, a decrease of $114.5 million or 46%. As noted previously, this decrease was primarily due to the continued runoff of our portfolio of leases and loans, as higher than anticipated defaults resulted in excess cash being used to settle debt obligations and support distributions to our partners, rather than be reinvested in new leases and loans.
|
|
|
●
|
Gains on the sale of equipment and lease dispositions decreased $389,000 to $1.1 million for the year ended December 31, 2012 compared to $1.6 million for the year ended December 31, 2011. Gains and losses on sales of equipment may vary significantly from period to period.
|
|
|
●
|
The year ended December 31, 2011 was significantly impacted by a non-recurring gain on the extinguishment of debt of $13.7 million related to the payoff and termination of a term facility. This non-recurring gain increased limited partner’s earnings per unit for the year ended December 31, 2011 by $10.86.
|
|
|
●
|
A decrease in other income primarily due to a reduction in late fee income. The decrease is due to the reduction in the size of our portfolio at December 31, 2012 compared to December 31, 2011.
|
The decrease in total expenses was primarily a result of the following:
|
|
●
|
A decrease in interest expense due to a decrease in our average debt outstanding. Average borrowings for the years ended December 31, 2012 and 2011 were $111.5 million and $221.1 million, respectively, at an effective interest rate of 11.0% and 9.5%, respectively.
|
|
|
●
|
A decrease in depreciation on operating leases related to the decrease in our investment in operating leases.
|
|
|
●
|
A decrease in our provision for credit losses principally reflects the decrease of our equipment financing portfolio.
|
|
|
●
|
A decrease in administrative expenses reimbursed to affiliates and general and administrative expenses occurred due to the reduction in the size of our portfolio.
|
The net loss per limited partner unit, after the net loss allocated to our General Partner, for the years ended December 31, 2012 and 2011 was $13.46 and $4.43, respectively, based on the weighted average number of limited partner units outstanding of 1,259,537 each period.
Liquidity and Capital Resources
Our primary cash requirements, in addition to normal operating expenses, are for debt service, investment in leases and loans and distributions to partners. During the life of the partnership, we depend upon cash generated from operations, and the excess cash derived from the collection of lease payments after debt service to meet our liquidity needs.
The following table sets forth our sources and uses of cash for the periods indicated (in thousands):
|
Years Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Net cash provided by operating activities
|
$ | 5,787 | $ | 9,244 | ||||
|
Net cash provided by investing activities
|
80,371 | 130,745 | ||||||
|
Net cash used in financing activities
|
(86,525 | ) | (139,978 | ) | ||||
|
(Decrease) increase in cash
|
$ | (367 | ) | $ | 11 | |||
Cash decreased $367,000 primarily due to debt repayments of $89.0 million ($7.7 million of which was repaid by restricted cash) and $5.1 million of distributions to partners, partially offset by net proceeds received on our investments in leases and loans of approximately $80.4 million.
Partner’s distributions paid for the years ended December 31, 2012 and 2011 were $5.1 million each period. Distributions to limited partners were paid at a rate of 4.0% of original capital invested for both the years ended December 31, 2012 and 2011. Future cash distributions are not guaranteed and are solely dependent on our performance and are impacted by a number of factors which include lease and loan defaults by our customers, accelerated principal payments on our debt facilities required per our agreements, and prevailing economic conditions. Cumulative partner distributions paid from our inception to December 31, 2012 were approximately $25.2 million.
Future cash distributions are not guaranteed and are solely dependent on our performance and are impacted by a number of factors which include lease and loan defaults by our customers, accelerated principal payments on our debt facilities required per our agreements, and prevailing economic conditions.
The General Partner has waived its management fees. Accordingly, we did not record any management fee expense for the years ended December 31, 2012 or 2011. The cash savings on management fees and distributions is expected to be used to pay down our liabilities. Approximately $1.8 million of management fees were waived for the year ended December 31, 2012 and $6.4 million have been waived on a cumulative basis.
As discussed above, our liquidity has been and may continue to be adversely affected by higher than expected equipment lease defaults, which result in a loss of anticipated revenues. These losses affect our ability to make distributions to our partners and, if the level of defaults is sufficiently large, result in our inability to fully recover our investment in the underlying equipment. In evaluating our allowance for losses on uncollectible leases, we consider our contractual delinquencies, economic conditions and trends, lease portfolio characteristics and our General Partner’s management’s prior experience with similar lease assets. As our lease portfolio ages, and if the economic recovery in the United States stalls or reverses, we anticipate the need to increase our allowance for credit losses.
Our borrowing relationships each require the pledging of eligible leases and loans to secure amounts advanced. Borrowings outstanding under our debt facilities as of December 31, 2012 were as follows (in thousands):
|
Amount
|
Amount of
|
||||||||
|
Type
|
Outstanding (1)
|
Collateral (2)
|
|||||||
|
2011-1 Term Securitization
|
Term
|
$ | 27,575 | $ | 30,493 | ||||
|
2010-1 Term Securitization
|
Term
|
8,649 | 12,740 | ||||||
|
2010-3 Term Securitization
|
Term
|
36,477 | 44,033 | ||||||
| $ | 72,701 | $ | 87,266 | ||||||
|
(1)
|
The outstanding borrowings are presented net of unamortized original issue discount of $3.2 million at December 31, 2012.
|
|
(2)
|
These borrowings are collateralized by specific leases and loans and restricted cash. As of December 31, 2012, $76.7 million of leases and loans and $10.6 million of restricted cash were pledged as collateral under the Fund’s term securitizations. Recourse under these securitizations is limited to the amount of collateral pledged.
|
Series 2011-1 Term Securitization. On January 26, 2011, a previous lender was paid-off with the proceeds from the 2011-1 Term Securitization (The “2011-1 Term Securitization”) in which six classes of asset-backed notes were issued that have varying maturity dates ranging from December 2018 to December 2023. The asset-backed notes totaled $96.0 million and bear interest at fixed, stated rates ranging from 1.7% to 5.5% and were issued at an original discount of approximately $6.2 million. As a result of the repayment of the previous term loan, we recognized a gain on extinguishment of debt of $13.7 million.
Series 2010-1 Term Securitization. On May 18, 2010 three classes of asset-backed notes were issued (The “2010-1 Term Securitization”), one that matures on October 23, 2016 and two that mature on September 23, 2018, respectively. The asset-backed notes total $92.7 million and bear interest at a fixed, stated rate of 5% and were issued at an original discount of $6.5 million.
Series 2010-3 Term Securitization. On August 17, 2010 five classes of asset-backed notes were issued (The “2010-3 Term Securitization”), one that matures on June 20, 2016 and four that mature on February 20, 2022, respectively. The asset-backed notes total $171.4 million and bear interest at fixed, stated rates ranging from 3.5% to 5.5% and were issued at an original discount of $3.7 million.
Our securitizations are serviced by an affiliate of our General Partner (the “Servicer”). If the Servicer of our portfolio does not comply with certain requirements, then the noteholders have the right to replace the Servicer. The servicing agreements were amended effective July 31, 2012 to increase the cumulative net loss percentages, as the portfolio has exceeded the allowed cumulative net loss amount. In addition, the servicing agreements and the indentures on these facilities were amended to establish an additional reserve account to be funded by cash flows on leases and loans that will be used by the trustee as additional collateral. The 2011-1 Term Securitization was similarly amended in February 2013. The portfolio was in compliance with the financial covenants of these agreements as of December 31, 2012.
This event does not constitute an event of default on the 2010-1 Term Securitization or the 2010-3 Term Securitization. Additionally, we are not, nor have been, delinquent on any payments owed to the noteholders.
In addition to the above borrowings, LEAF Commercial Finance Fund, LLC (“LCFF”), a subsidiary of LEAF Funds JV2, has $9.4 million of 8.25% secured subordinated promissory notes (the “Notes”) outstanding, which are recourse to LCFF only. The Notes were issued to private investors and require interest only payments until their maturity in February 2015. LCFF may call or redeem the Notes, in whole or in part, at any time during the interest only period.
The Notes are subject to various covenants as set forth in their indenture, including an interest coverage ratio test, which LCFF was not in compliance with as of December 31, 2012. LCFF has notified the Trustee of this breach. As a result, the noteholders have the right to declare an event of default. If the noteholders would declare an event of default they have various rights and remedies available to them including (1) the right to declare all amounts currently outstanding under the Notes as immediately due and payable; (2) the right to take immediate possession of the assets of LCFF; and (3) the right to sell or otherwise dispose of the assets of LCFF in their current condition. If the noteholders choose to repossess and sell LCFF’s assets, such a sale of a portfolio could be at prices lower than its carrying value, which could result in losses to us.
Notwithstanding the foregoing, LCFF is not, nor has been, delinquent on any payments of interest owed to the noteholders.
Legal Proceedings
We are a party to various routine legal proceedings arising out of the ordinary course of our business. Our General Partner believes that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.
Recently Issued Accounting Pronouncements
See Note 2 in the Notes to Consolidated Financial Statements for a description of certain new accounting pronouncements that will or may affect our consolidated financial statements.
Quantitative and Qualitative Disclosures about Market Risk have been omitted as permitted under rules applicable to smaller reporting companies.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Partners
LEAF Equipment Finance Fund 4, L.P.
We have audited the accompanying consolidated balance sheets of LEAF Equipment Finance Fund 4, L.P. (a Delaware Limited Partnership) and subsidiaries (the “Fund”) as of December 31, 2012 and 2011 and the related consolidated statements of operations, changes in partners’ (deficit) capital and cash flows for each of the two years in the period ended December 31, 2012. 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 audits 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of LEAF Equipment Finance Fund 4, L.P. and subsidiaries as of December 31, 2012 and 2011 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
|
/s/ GRANT THORNTON LLP
|
|
Philadelphia, Pennsylvania
|
|
April 1, 2013
|
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
|
December 31,
|
December 31,
|
|||||||
|
2012
|
2011
|
|||||||
|
ASSETS
|
||||||||
|
Cash
|
$ | 38 | $ | 405 | ||||
|
Restricted cash
|
11,552 | 19,202 | ||||||
|
Investment in leases and loans, net
|
89,302 | 184,938 | ||||||
|
Deferred financing costs, net
|
1,322 | 2,629 | ||||||
|
Other assets
|
92 | 217 | ||||||
|
Total assets
|
$ | 102,306 | $ | 207,391 | ||||
|
LIABILITIES AND PARTNERS’ (DEFICIT) CAPITAL
|
||||||||
|
Liabilities:
|
||||||||
|
Debt
|
$ | 72,701 | $ | 157,911 | ||||
|
Accounts payable, accrued expenses and other liabilities
|
1,380 | 1,143 | ||||||
|
Due to affiliates
|
2,472 | 190 | ||||||
|
Subordinated notes payable
|
9,355 | 9,355 | ||||||
|
Total liabilities
|
85,908 | 168,599 | ||||||
|
Commitments and contingencies (Note 11)
|
||||||||
|
Partners’ (Deficit) Capital:
|
||||||||
|
General partner
|
(938 | ) | (716 | ) | ||||
|
Limited partners
|
17,040 | 39,027 | ||||||
|
Total partners' capital
|
16,102 | 38,311 | ||||||
|
Noncontrolling interest
|
296 | 481 | ||||||
|
Total capital
|
16,398 | 38,792 | ||||||
|
Total liabilities and capital
|
$ | 102,306 | $ | 207,391 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except unit and per unit data)
|
Years Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Revenues:
|
||||||||
|
Interest on equipment financings
|
$ | 8,974 | $ | 18,264 | ||||
|
Rental income
|
1,263 | 2,512 | ||||||
|
Gains on sale of equipment and lease dispositions, net
|
1,170 | 1,559 | ||||||
|
Gain on extinguishment of debt
|
- | 13,677 | ||||||
|
Other income
|
902 | 1,103 | ||||||
| 12,309 | 37,115 | |||||||
|
Expenses:
|
||||||||
|
Interest expense
|
12,304 | 21,093 | ||||||
|
Depreciation on operating leases
|
812 | 2,005 | ||||||
|
Provision for credit losses
|
14,059 | 15,685 | ||||||
|
General and administrative expenses
|
1,222 | 1,384 | ||||||
|
Administrative expenses reimbursed to affiliate
|
1,217 | 2,450 | ||||||
|
Loss on derivative activities
|
- | 128 | ||||||
| 29,614 | 42,745 | |||||||
|
Net loss
|
(17,305 | ) | (5,630 | ) | ||||
|
Add: Net loss (income) attributable to the noncontrolling interest
|
185 | (7 | ) | |||||
|
Net loss attributable to LEAF 4 partners
|
$ | (17,120 | ) | $ | (5,637 | ) | ||
|
Net loss allocated to LEAF 4's limited partners
|
$ | (16,949 | ) | $ | (5,581 | ) | ||
|
Weighted average number of limited partner units outstanding during the period
|
1,259,537 | 1,259,537 | ||||||
|
Net loss per weighted average limited partner unit
|
$ | (13.46 | ) | $ | (4.43 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statements of Changes in Partners’ (Deficit) Capital
(In thousands, except unit data)
|
General
|
Total
|
Non-
|
||||||||||||||||||||||
|
Partner
|
Limited Partners
|
Partners’
|
Controlling
|
Total
|
||||||||||||||||||||
|
Amount
|
Units
|
Amount
|
(Deficit) Capital
|
Interest
|
Capital
|
|||||||||||||||||||
|
Balance, at January 1, 2011
|
$ | (609 | ) | 1,259,537 | $ | 49,642 | $ | 49,033 | $ | 474 | $ | 49,507 | ||||||||||||
|
Return of offering costs related to the sale of limited partnership units
|
4 | 4 | 4 | |||||||||||||||||||||
|
Cash distributions paid
|
(51 | ) | - | (5,038 | ) | (5,089 | ) | - | (5,089 | ) | ||||||||||||||
|
Net loss
|
(56 | ) | - | (5,581 | ) | (5,637 | ) | 7 | (5,630 | ) | ||||||||||||||
|
Balance, at December 31, 2011
|
(716 | ) | 1,259,537 | 39,027 | 38,311 | 481 | 38,792 | |||||||||||||||||
|
Cash distributions paid
|
(51 | ) | - | (5,038 | ) | (5,089 | ) | - | (5,089 | ) | ||||||||||||||
|
Net loss
|
(171 | ) | - | (16,949 | ) | (17,120 | ) | (185 | ) | (17,305 | ) | |||||||||||||
|
Balance, December 31, 2012
|
$ | (938 | ) | 1,259,537 | $ | 17,040 | $ | 16,102 | $ | 296 | $ | 16,398 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
|
Years Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$ | (17,305 | ) | $ | (5,630 | ) | ||
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
|
Gain on extinguishment of debt
|
- | (13,677 | ) | |||||
|
Gains on sale of equipment and lease dispositions, net
|
(1,170 | ) | (1,559 | ) | ||||
|
Amortization of deferred charges
|
2,943 | 5,595 | ||||||
|
Amortization of discount on debt
|
3,804 | 6,205 | ||||||
|
Depreciation on operating leases
|
812 | 2,005 | ||||||
|
Provision for credit losses
|
14,059 | 15,685 | ||||||
|
Loss on derivative activities
|
- | 166 | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Other assets
|
125 | 36 | ||||||
|
Accounts payable, accrued expenses, and other liabilities
|
237 | 249 | ||||||
|
Due to affiliates
|
2,282 | 169 | ||||||
|
Net cash provided by operating activities
|
5,787 | 9,244 | ||||||
|
Cash flows from investing activities:
|
||||||||
|
Purchases of leases and loans
|
(384 | ) | – | |||||
|
Proceeds from leases and loans
|
82,570 | 133,959 | ||||||
|
Security deposits returned, net of collections
|
(1,815 | ) | (3,214 | ) | ||||
|
Net cash provided by investing activities
|
80,371 | 130,745 | ||||||
|
Cash flows from financing activities:
|
||||||||
|
Borrowings of debt
|
- | 90,041 | ||||||
|
Repayment of debt
|
(89,013 | ) | (221,633 | ) | ||||
|
Decrease in restricted cash
|
7,650 | 1,303 | ||||||
|
Increase in deferred financing costs
|
(73 | ) | (1,725 | ) | ||||
|
Termination of financial derivatives
|
- | (2,875 | ) | |||||
|
Cash distributions to partners
|
(5,089 | ) | (5,089 | ) | ||||
|
Net cash used in financing activities
|
(86,525 | ) | (139,978 | ) | ||||
|
(Decrease) increase in cash
|
(367 | ) | 11 | |||||
|
Cash, beginning of period
|
405 | 394 | ||||||
|
Cash, end of period
|
$ | 38 | $ | 405 | ||||
|
Cash paid for interest
|
$ | 5,637 | $ | 9,277 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
December 31, 2012 and 2011
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
LEAF Equipment Finance Fund 4, L.P. (the “Fund”), a Delaware limited partnership, was formed on January 25, 2008 by its general partner, LEAF Asset Management, LLC (the “General Partner”), which manages the Fund. The General Partner is a Delaware limited liability company and a subsidiary of Resource America, Inc. (“RAI”). RAI is a publicly traded company (NASDAQ: REXI) that uses industry specific expertise to evaluate, originate, service and manage investment opportunities through its commercial finance, real estate and financial fund management segments. Through its offering termination date of October 30, 2009, the Fund raised $125.7 million by selling 1.2 million of its limited partner units. It commenced operations in September 2008.
The Fund is expected to have a nine-year life, consisting of an offering period of up to two years, a five-year reinvestment period and a subsequent maturity period of two years, during which the Fund’s leases and secured loans will either mature or be sold. In the event the Fund is unable to sell its leases and loans during the maturity period, the Fund expects to continue to return capital to its partners as those leases and loans mature. All of the Fund’s leases and loans mature by the end of 2032. The Fund expects to enter its maturity period beginning in October 2014. The Fund will terminate on December 31, 2032, unless sooner dissolved or terminated as provided in the Limited Partnership Agreement.
The Fund acquires diversified portfolios of equipment to finance to end users throughout the United States as well as the District of Columbia and Puerto Rico. The Fund also acquires existing portfolios of equipment subject to existing financings from other equipment finance companies, primarily an affiliate of its General Partner. The primary objective of the Fund is to generate regular cash distributions to its partners from its equipment finance portfolio over the life of the Fund.
In addition to its 1% general partnership interest, the General Partner has also invested $1.0 million for a 0.85% limited partnership interest in the Fund.
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 LEAF Receivables Funding 4, LLC. The consolidated financial statements also include LEAF Funds Joint Venture 2, LLC (“LEAF Funds JV2”) and its subsidiaries LEAF Commercial Finance Fund, LLC (LCFF) and LEAF Receivables Funding 6, LLC, as well as LEAF Funding, LLC (“LEAF Funds JV1”) and its wholly owned subsidiaries LEAF Capital Funding III, LLC and LEAF Receivables Funding II, LLC. The Fund maintains a 98%, and 96% ownership interest in LEAF Funds JV2 and LEAF Funds JV1, respectively. All intercompany accounts and transactions have been eliminated in consolidation.
The Fund reflects the participation of LEAF Equipment Leasing Income Fund III, L.P. (“LEAF III”) in the net assets and in the income or losses of LEAF Funds JV1 and LEAF Funds JV2 as noncontrolling interests in the consolidated balance sheets and statements of operations. Noncontrolling interest adjusts the Fund’s consolidated operating results to reflect only the Fund’s share of the earnings or losses of LEAF Funds JV1 and LEAF Funds JV2.
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 allowance for credit losses and the estimated unguaranteed residual values of leased equipment. The Fund bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Restricted Cash
The Fund had restricted cash of $11.6 million and $19.2 million as of December 31, 2012 and 2011, respectively. Restricted cash as of December 31, 2012 included cash being held in reserve by the Fund’s lenders of $10.6 million and approximately $1.0 million of customer payments deposited into a lockbox shared with the General Partner and other entities serviced by the Fund’s General Partner. The lockbox is in the name of U.S. Bank NA as trustee under an inter-creditor agreement amongst LEAF Financial, the other entities and their respective lenders. These amounts represent customer payments received by the lockbox, applied to the respective customer’s accounts, but not yet transferred to the Fund’s bank account.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
Concentration of Credit Risk
As of December 31, 2012, 10% and 19% of the Fund’s commercial finance assets were located in California and New York, respectively.
Investments in Commercial Finance Assets
The Fund’s investments in commercial finance assets consist of direct financing leases, operating leases, loans and future payment card receivables.
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 consists of the sum of the total future minimum lease payments receivable and the estimated unguaranteed residual value of leased equipment, less unearned finance income. Unearned finance income, which is recognized as revenue over the term of the financing by the effective interest method, represents the excess of the total future minimum contracted 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.
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 General Partner’s history with regard to the realization of residuals, available industry data and the General Partner’s senior management’s experience with respect to comparable equipment. The estimated residual values are recorded as a component of investments in leases. 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. Upward adjustments to residual values are not permitted.
Operating Leases. Leases not meeting 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 rental payments 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 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. 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.
Loans. For term loans, the investment in loans consists of the sum of the total future minimum loan payments receivable less unearned finance income. Unearned finance income, which is recognized as revenue over the term of the financing by the effective interest method, represents the excess of the total future minimum contracted loan payments over the cost of the loan. For all other loans, interest income is recorded at the stated rate on the accrual basis to the extent that such amounts are expected to be collected.
Allowance for Credit Losses. The Fund evaluates the adequacy of the allowance for credit losses (including investments in leases and loans) based upon, among other factors, management’s historical experience on the portfolios it manages, an analysis of contractual delinquencies, economic conditions and trends and equipment finance portfolio characteristics, adjusted for expected recoveries. In evaluating historic performance of the Fund’s leases and loans, the Fund performs a migration analysis, which estimates the likelihood that an account progresses through delinquency stages to ultimate charge-off unless individually reviewed for impairment. In an individual review for impairment the Fund considers the loans performance, probability of repayment, and general and local economic conditions when assessing whether impairment is necessary. Substantially all of the Fund’s leases and loans evaluated for impairment on an individual basis include an analysis of the market values of underlying collateral values, as adjusted for estimated selling and other closing costs. After an account becomes 180 or more days past due, any remaining balance is fully-reserved less an estimated recovery amount. Generally, past due accounts are referred to our internal recovery group consisting of a team of credit specialists and collectors. The group utilizes several resources in an attempt to maximize recoveries on charged-off accounts including: 1) initiating litigation against the end user customer and any personal guarantor, 2) referring the account to an outside law firm or collection agency and/or 3) repossessing and remarketing the equipment through third parties.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
The Fund’s policy is to charge off to the allowance those financings which are in default and for which it is probable management will be unable to collect all amounts contractually owed. The Fund discontinues the recognition of revenue for leases and loans for which payments are more than 90 days past due. As of December 31, 2012 and, 2011, the Fund had $20.1 million and $26.8 million, respectively, of leases and loans on non-accrual status. Payments received while leases and loans are on non-accrual status are recorded as a reduction of principal. Generally income recognition resumes when a lease or loan becomes less than 90 days delinquent, unless certain factors specific to those leases or loans continue to raise concerns as to future collectability.
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.
Transfers of Financial Assets
In connection with establishing its debt facilities with its banks, the Fund has formed bankruptcy remote special purpose entities through which the financings are arranged. The Fund’s transfers of assets to these special purpose entities 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 entities 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.
Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income (loss) for the Fund was equal to net income (loss) for the years ended December 31, 2012 and 2011.
Allocation of Partnership Income, Loss and Cash Distributions and Net Loss Per Limited Partner Unit
The Fund allocates net income, net loss and cash distributions as follows: 99% to the limited partners and 1% to the general partner.
Net loss per limited partner unit is computed by dividing net loss allocated to limited partners by the weighted average number of limited partner units outstanding during the period. The weighted average number of limited partner units outstanding during the period is computed based on the number of limited partner units issued during the period weighted for the days outstanding during the period.
Recent Accounting Standards
Accounting Standards Recently Adopted
Comprehensive Income - In June 2011, the Financial Accounting Standards Board (“FASB”) issued an amendment to eliminate the option to present components of other comprehensive income as part of the statement of changes in equity. The amendment requires that all non-owner changes in equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The Fund adopted the two-statement approach for the period beginning January 1, 2012. However, adoption of this standard did not impact the Fund’s financial statements for the year ended December 31, 2012 as the Fund had no items of other comprehensive income.
Fair Value Measurements - In May 2011, the FASB issued an amendment to revise the wording used to describe the requirements for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments to result in a change in the application of the current requirements. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements, such as specifying that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements such as specifying that, in the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability. This guidance was adopted by the Fund for the period beginning January 1, 2012 and did not significantly impact the Fund’s consolidated financial statements.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
NOTE 3 – INVESTMENT IN LEASES AND LOANS
The Fund’s investment in leases and loans, net, consists of the following (in thousands):
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Direct financing leases (1)
|
$ | 25,970 | $ | 56,654 | ||||
|
Loans (2)
|
71,907 | 130,788 | ||||||
|
Operating leases
|
345 | 1,645 | ||||||
|
Future payment card receivables
|
- | 261 | ||||||
| 98,222 | 189,348 | |||||||
|
Allowance for credit losses
|
(8,920 | ) | (4,410 | ) | ||||
| $ | 89,302 | $ | 184,938 | |||||
|
(1)
|
The Fund’s direct financing leases are for initial lease terms generally ranging from 24 to 132 months.
|
|
(2)
|
The interest rates on loans generally range from 7% to 16%.
|
The components of direct financing leases and loans are as follows (in thousands):
|
December 31,
|
||||||||||||||||
|
2012
|
2011
|
|||||||||||||||
|
Leases
|
Loans
|
Leases
|
Loans
|
|||||||||||||
|
Total future minimum lease payments
|
$ | 24,873 | $ | 78,448 | $ | 58,450 | $ | 145,038 | ||||||||
|
Unearned income
|
(1,280 | ) | (5,271 | ) | (4,215 | ) | (11,817 | ) | ||||||||
|
Residuals, net of unearned residual income (1)
|
2,591 | - | 3,256 | - | ||||||||||||
|
Security deposits
|
(214 | ) | (1,270 | ) | (837 | ) | (2,433 | ) | ||||||||
| $ | 25,970 | $ | 71,907 | $ | 56,654 | $ | 130,788 | |||||||||
|
(1)
|
Unguaranteed residuals for direct financing leases represent the estimated amounts recoverable at lease termination from lease extensions or disposition of the equipment.
|
The Fund’s investment in operating leases, net, consists of the following (in thousands):
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Equipment
|
$ | 2,723 | $ | 6,998 | ||||
|
Accumulated depreciation
|
(2,378 | ) | (5,353 | ) | ||||
| $ | 345 | $ | 1,645 | |||||
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
At December 31, 2012, the future payments scheduled to be received on non-cancelable commercial finance assets for each of the five succeeding annual periods ending December 31, and thereafter, are as follows (in thousands):
|
Direct
|
||||||||||||||||
|
Financing
|
Operating
|
|||||||||||||||
|
Leases
|
Loans(1)
|
Leases (2)
|
Totals
|
|||||||||||||
|
2013
|
$ | 18,689 | $ | 28,168 | $ | 114 | $ | 46,971 | ||||||||
|
2014
|
4,515 | 14,179 | 9 | 18,703 | ||||||||||||
|
2015
|
1,072 | 7,930 | – | 9,002 | ||||||||||||
|
2016
|
363 | 5,293 | – | 5,656 | ||||||||||||
|
2017
|
141 | 1,776 | – | 1,917 | ||||||||||||
|
Thereafter
|
93 | 2,009 | – | 2,102 | ||||||||||||
| $ | 24,873 | $ | 59,355 | $ | 123 | $ | 84,351 | |||||||||
|
(1)
|
Loans are presented exclusive of approximately $19.2 million related to certain loans for which the timing of collectability is unknown.
|
|
(2)
|
Operating lease amounts as shown are net of the residual value, if any, at the end of the lease term.
|
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY
The following table is an age analysis of the Fund’s receivables from leases and loans, presented gross of allowance for credit losses of $8.9 million and $4.4 million as of December 31, 2012 and 2011, respectively (in thousands):
|
December 31,
|
||||||||||||||||
|
2012
|
2011
|
|||||||||||||||
|
Age of receivable
|
Investment in
leases and loans
|
%
|
Investment in
leases and loans
|
%
|
||||||||||||
|
Current (a)
|
$ | 94,489 | 96.2 | % | $ | 183,187 | 96.7 | % | ||||||||
|
Delinquent:
|
||||||||||||||||
|
31 to 91 days past due
|
2,848 | 2.9 | % | 4,118 | 2.2 | % | ||||||||||
|
Greater than 91 days (b)
|
885 | 0.9 | % | 2,043 | 1.1 | % | ||||||||||
| $ | 98,222 | 100.0 | % | $ | 189,348 | 100.0 | % | |||||||||
|
(a)
|
Included in this category are approximately $19.2 million and $24.8 million as of December 31, 2012 and December 31, 2011, respectively, of certain loans which are contractually current but are on the cost recovery method due to continued uncertainty as to collectability of future payments due.
|
|
(b)
|
Balances in this age category are collectively evaluated for impairment.
|
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
The Fund had $20.1 million and $26.8 million of leases and loans on non-accrual status as of December 31, 2012 and 2011, respectfully. The credit quality of the Fund’s investment in leases and loans is as follows (in thousands):
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Performing
|
$ | 78,120 | $ | 162,548 | ||||
|
Nonperforming
|
20,102 | 26,800 | ||||||
| $ | 98,222 | $ | 189,348 | |||||
The Company’s investment in non-performing leases and loans as of December 31, 2012 and 2011 were collectively evaluated for impairment, except for certain asset backed loans that were individually evaluated for impairment. The following table summarizes the annual activity in the allowance for credit losses (in thousands):
|
Years Ended December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Allowance for credit losses, beginning of year
|
$ | 4,410 | $ | 9,854 | ||||
|
Provision for credit losses
|
14,059 | 15,685 | ||||||
|
Charge-offs
|
(10,605 | ) | (23,127 | ) | ||||
|
Recoveries
|
1,056 | 1,998 | ||||||
|
Allowance for credit losses end of year
|
$ | 8,920 | $ | 4,410 | ||||
|
Allowance for credit losses:
|
||||||||
|
Ending balance, individually evaluated for impairment
|
$ | 8,080 | $ | 1,550 | ||||
|
Ending balance, collectively evaluated for impairment
|
840 | 2,860 | ||||||
|
Balance, end of year
|
$ | 8,920 | $ | 4,410 | ||||
| Recorded investment in leases and term loans: | ||||||||
|
Ending balance, individually evaluated for impairment
|
$ | 19,217 | $ | 24,757 | ||||
|
Ending balance, collectively evaluated for impairment
|
79,005 | 164,591 | ||||||
|
Balance, end of year
|
$ | 98,222 | $ | 189,348 | ||||
NOTE 5 – DEFERRED FINANCING COSTS
As of December 31, 2012 and 2011, deferred financing costs include $1.3 million and $2.6 million, respectively, of unamortized deferred financing costs which are being amortized over the terms of the estimated useful life of the related debt. Accumulated amortization as of December 31, 2012 and 2011 was $4.5 million and $3.1 million, respectively.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
NOTE 6 –DEBT
The Fund’s debt consists of the following, net of original issue discount of $3.2 million and $7.0 million at December 31, 2012 and 2011, respectively (in thousands):
|
December 31,
|
|||||||||||||
|
December 31, 2012
|
2011
|
||||||||||||
|
Outstanding
|
Interest rate per
|
Outstanding
|
|||||||||||
|
Type
|
Balance (1)
|
annum
|
Balance
|
||||||||||
|
2011-1 Term Securitization
|
Term
|
$ | 27,575 |
1.7% to 5.5%
|
$ | 56,205 | |||||||
|
2010-1 Term Securitization
|
Term
|
8,649 | 5.00% | 21,825 | |||||||||
|
2010-3 Term Securitization
|
Term
|
36,477 |
3.5% to 5.5%
|
79,881 | |||||||||
| $ | 72,701 | $ | 157,911 | ||||||||||
|
|
(1)
|
These borrowings are collateralized by specific leases and loans and restricted cash. As of December 31, 2012, $76.7 million of leases and loans and $10.6 million of restricted cash were pledged as collateral under the Fund’s term securitizations. Recourse under these securitizations is limited to the amount of collateral pledged.
|
Series 2011-1 Term Securitization. On January 26, 2011, a previous lender was paid-off with the proceeds from the 2011-1 Term Securitization (The “2011-1Term Securitization”) in which six classes of asset-backed notes were issued that have varying maturity dates ranging from December 2018 to December 2023. The asset-backed notes totaled $96.0 million and bear interest at fixed, stated rates ranging from 1.7% to 5.5% and were issued at an original discount of approximately $6.2 million. As a result of the repayment of the previous term loan, the Fund recognized a gain on extinguishment of debt of $13.7 million.
Series 2010-1 Term Securitization. On May 18, 2010 three classes of asset-backed notes were issued (The “2010-1 Term Securitization”), one that matures on October 23, 2016 and two that mature on September 23, 2018, respectively. The asset-backed notes total $92.7 million and bear interest at a fixed, stated rate of 5% and were issued at an original discount of $6.5 million.
Series 2010-3 Term Securitization. On August 17, 2010 five classes of asset-backed notes were issued (The “2010-3 Term Securitization”), one that matures on June 20, 2016 and four that mature on February 20, 2022, respectively. The asset-backed notes total $171.4 million and bear interest at fixed, stated rates ranging from 3.5% to 5.5% and were issued at an original discount of $3.7 million.
The Fund’s securitizations are serviced by an affiliate of the Fund’s General Partner (the “Servicer”). If the Servicer of the Fund’s portfolio does not comply with certain requirements, then the noteholders have the right to replace the Servicer. The servicing agreements were amended effective July 31, 2012 to increase the cumulative net loss percentages as the portfolio has exceeded the allowed cumulative net loss amount. In addition, the servicing agreements and the indentures on these facilities were amended to establish an additional reserve account to be funded by cash flows on leases and loans that will be used by the trustee as additional collateral. The 2011-1 Term Securitization was similarly amended in February 2013. The portfolio was in compliance with the financial covenants of these agreements as of December 31, 2012.
This event does not constitute an event of default on the 2010-1 Term Securitization or the 2010-3 Term Securitization. Additionally, the Fund is not, nor has been, delinquent on any payments owed to the noteholders.
Debt Repayments: Estimated annual principal payments on the Fund’s aggregate borrowings (presented gross of original issue discount of $3.2 million at December 31, 2012) over the next five years ended December 31, and thereafter, are as follows (in thousands):
|
December 31, 2013
|
$ | 38,166 | ||
|
December 31, 2014
|
19,693 | |||
|
December 31, 2015
|
8,815 | |||
|
December 31, 2016
|
5,338 | |||
|
December 31, 2017
|
2,529 | |||
|
Thereafter
|
1,330 | |||
| $ | 75,871 |
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
NOTE 7 – SUBORDINATED NOTES PAYABLE
LEAF Commercial Finance Fund, LLC (“LCFF”), a subsidiary of LEAF Funds JV2, has $9.4 million of 8.25% secured promissory notes (the “Notes”) outstanding, which are recourse to LCFF only. The Notes have a six-year term and require interest only payments until their maturity in February 2015. LCFF may call or redeem the Notes, in whole or in part, at any time during the interest only period.
Covenants: The Notes are subject to various covenants as set forth in their indenture, including an interest coverage ratio test, which LCFF was not in compliance with as of March 31, 2012 and remained non-compliant through December 31, 2012. LCFF notified the Trustee of this breach in April 2012. As a result, the noteholders have the right to declare an event of default, which to date has not occurred. If the noteholders would declare an event of default, they have various rights and remedies available to them including (1) the right to declare all amounts currently outstanding under the Notes as immediately due and payable; (2) the right to take immediate possession of the assets of LCFF; and (3) the right to sell or otherwise dispose of the assets of LCFF in their current condition. If the noteholders choose to repossess and sell LCFF’s assets, such a sale of a portfolio could be at prices lower than its carrying value, which could result in losses to the Fund. At December 31, 2012, LCFF had approximately $38.4 million in commercial finance assets, of which $30.5 million had been pledged as collateral on the 2011-1 Term Securitization.
Notwithstanding the foregoing, LCFF is not, nor has been, delinquent on any payments of interest owed to the noteholders.
NOTE 8 – DERIVATIVE INSTRUMENTS
Since the completion of the 2011-1 Term Securitization in January 2011 all of the Fund’s debt is on a fixed-rate basis which generally mitigates the Fund’s exposure to floating-rate interest rate risk on its borrowings. Accordingly, the Fund no longer purchases or owns derivative instruments.
Prior to termination of the Fund’s interest rate swaps, the Fund recognized changes in fair value of its derivatives in mark to market changes on derivative liabilities on the accompanying statement of operations. The Fund incurred a loss on mark to market changes on derivative liabilities of $128,000 for the year ended December 31, 2011.
NOTE 9 – FAIR VALUE MEASUREMENT
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the measurement date (exit price). U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.
|
|
●
|
Level 1 – Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
|
|
|
●
|
Level 2 – Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
|
|
●
|
Level 3 – Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
|
Subsequent to the 2011-1 Term Securitization all of the funds debt was on as fixed rate basis and the funds interest rate swaps were terminated. Accordingly, there were no assets or liabilities measured at fair value at December 31, 2012 or 2011.
The Fund is also required to disclose the fair value of financial instruments not measured at fair value for which it is practicable to estimate that value. For cash, restricted cash, receivables, and payables, the carrying amounts approximate fair value because of the short term maturity of these instruments. At December 31, 2011, the carrying value of debt approximated fair value as interest rates were comparable to current market rates.
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements - Continued
December 31, 2012 and 2011
Subsequent to the adoption of Accounting Standards Update 2011-04 (“ASU 2011-04”), the Fund is also required to disclose the methods used to estimate fair value on financial instruments not measured at fair value and the level within the fair value hierarchy that those fair value measurements are categorized. The carrying value and fair value of the Fund’s debt at December 31, 2012 is as follows (in thousands):
|
Fair Value Measurements Using
|
Liabilities
|
|||||||||||||||||||
|
Carrying Value
|
Level 1
|
Level 2
|
Level 3
|
At Fair Value
|
||||||||||||||||
|
Debt
|
$ | 72,701 | $ | - | $ | 69,719 | $ | - | $ | 69,719 | ||||||||||
The fair value of the debt at December 31, 2012 was determined using quoted prices from a broker-dealer as of the measurement date.
NOTE 10 – CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH AFFILIATES
The Fund relies on the General Partner and its affiliates to manage the Fund’s operations and pays the General Partner or its affiliates fees to manage the Fund. The following is a summary of fees and costs of services and materials charged by the General Partner or its affiliates (in thousands):
|
Years Ended December 31,
|
|||||||||
|
2012
|
2011
|
||||||||
|
Management fees
|
$ | - | $ | - | |||||
|
Administrative expenses
|
$ | 1,217 | $ | 2,450 | |||||
Management Fees. The General Partner was paid a subordinated annual asset management fee equal to 4% of gross rental payments for operating leases or 2% for full payout leases or a competitive fee, whichever was less. However, the General Partner waived approximately $1.8 million and $3.1 million of management fees for the years ended December 31, 2012 and 2011, respectively, and $6.4 million have been waived on a cumulative basis. The General Partner has waived all future management fees.
Administrative Expenses. The Fund reimburses the General Partner and its affiliates for certain costs of services and materials used by or for the Fund except those items covered by the above-mentioned fees.
Due to Affiliates. Due to affiliates includes amounts due to the General Partner and LEAF Financial related to acquiring and managing portfolios of equipment, management fees and reimbursed expenses.
Distributions. The General Partner owns a 1% general partner interest and 0.85% limited partner interest in the Fund. The General Partner was paid cash distributions of $51,000 for its general partner interests for each year ended December 31, 2012 and 2011, respectively, and $43,000 for its limited partner interests for each year ended December 31, 2012 and 2011, respectively.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
The Fund is party to various routine legal proceedings arising out of the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Fund’s financial condition or results of operations.
NOTE 12 – SUBSEQUENT EVENTS
The Fund has evaluated its December 31, 2012 financial statements for subsequent events through the date the financial statements were issued. The Fund is not aware of any subsequent events which would require recognition or disclosure in the financial statements.
None.
Disclosure Controls
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision of our General Partner’s chief executive officer and chief financial officer, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our General Partner’s chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level discussed above.
Management’s Report on Internal Control over Financial Reporting
Our General Partner’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our General Partner’s management assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control – Integrated Framework. Based upon this assessment, our General Partner’s management concluded that, as of December 31, 2012, our internal control over financial reporting is effective.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None.
Our General Partner manages our activities. Although our limited partners have limited voting rights under our partnership agreement, they do not directly or indirectly participate in our management or operations 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 it 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
|
60
|
Chief Executive Officer
|
||
|
Jonathan Z. Cohen
|
42
|
Director
|
||
|
Jeffrey F. Brotman
|
49
|
Director
|
||
|
Robert K. Moskovitz
|
56
|
Chief Financial Officer
|
Crit S. DeMent was Chairman of the Board of Directors and Chief Executive Officer of LEAF Financial since November 2001 until December 14, 2011. Mr. DeMent also serves as Chairman of the Board of Directors and Chief Executive Officer of LEAF Asset Management since it was formed in August 2006, Chairman of the Board of Directors and Chief Executive Officer of LEAF Funding since March 2003, a Senior Vice President of Resource America since 2005 and Senior Vice President – Equipment Leasing of Resource Capital Corp. since March 2005. Beginning January 1, 2011, Mr. DeMent serves as the Chairman of the Board of Directors and Chief Executive Officer of LEAF Commercial Capital, Inc. 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. Mr. DeMent serves as the Chairman of the Board of Directors of the Equipment Leasing and Finance Association.
Jonathan Z. Cohen has been a Director of LEAF Financial Corporation since January 2002, and a Director of LEAF Asset Management since it was formed in August 2006. Mr. Cohen also serves, or has served, in the following positions with Resource America: a Director since 2002, President since 2003, Chief Executive Officer since 2004, Chief Operating Officer from 2002 to 2004, Executive Vice President from 2001 to 2003, and Senior Vice President from 1999 to 2001. In addition, Mr. Cohen serves as Chief Executive Officer, President and a Director of Resource Capital Corp. (a publicly-traded real estate investment trust) since its formation in 2005. Mr. Cohen also serves as Vice Chairman of the Managing Board of Atlas Pipeline Partners GP, LLC (the general partner of Atlas Pipeline Partners, L.P., a publicly-traded oil and gas pipeline limited partnership) since its formation in 1999, Chairman of the Board of Directors of Atlas Energy GP, LLC (the general partner of Atlas Energy, L.P. (f/k/a Atlas Pipeline Holdings, L.P.), a publicly-traded oil and gas limited partnership) and Vice Chairman of the Board of Directors of Atlas Resource Partners GP, LLC (the general partner of Atlas Resource Partners, L.P., a publicly-traded oil and gas E&P limited partnership) since February 2012. Mr. Cohen was also Vice Chairman of the Board of Directors of Atlas Energy, Inc. ((f/k/a Atlas America, Inc.) a publicly-traded oil and gas company) from September 2000 until February 2011 and Vice Chairman of Atlas Energy Resources, LLC from June 2006 until February 2011.
Jeffrey F. Brotman has been a Director of LEAF Financial since April 2008. Mr. Brotman has also been Executive Vice President of Resource America since June 2007. Mr. Brotman was a co-founder of Ledgewood, P.C. (a Philadelphia-based law firm) and was affiliated with the firm from 1992 until June 2007, serving as its managing partner from 1995 until March 2006. Mr. Brotman is also a non-active Certified Public Accountant and an Adjunct Professor at the University of Pennsylvania Law School. Mr. Brotman was Chairman of the Board of Directors of TRM Corporation (a publicly-traded consumer services company) from September 2006 until September 2008 and was its President and Chief Executive Officer from March 2006 through June 2007.
The board of directors of our General Partner has not adopted specific minimum qualifications for service on the board, but rather seeks a mixture of skills that are relevant to our business. The following presents a brief summary of the attributes of each director that led to the conclusion that such person should serve as a director:
Mr. DeMent has lengthy and extensive experience in the equipment leasing and finance industry.
Mr. Cohen has extensive financial and operational experience, including as the chief executive officer of our general partner’s publicly traded parent company.
Mr. Brotman has significant experience in finance, as an attorney, and as the chief executive officer of a public company.
Robert K. Moskovitz has been Chief Financial Officer of LEAF Financial since February 2004, Treasurer of LEAF Financial from September 2004 until April 2009 and Assistant Secretary of LEAF Financial since June 2007. Mr. Moskovitz also serves as Chief Financial Officer and Assistant Secretary of LEAF Asset Management since it was formed in August 2006, and Chief Financial Officer and a Director of LEAF Funding since May 2004. Beginning January 1, 2011, Mr. Moskovitz serves as the Chief Financial Officer of LEAF Commercial Capital, Inc. He has over twenty years of experience as the Chief Financial Officer of both publicly and privately owned companies. From 2002 to 2004, Mr. Moskovitz was an independent consultant on performance management initiatives, primarily to the financial services industry. From 2001 to 2002 he was Executive Vice President and Chief Financial Officer of ImpactRx, Inc., which provides advanced sales and marketing intelligence to pharmaceutical companies. From 1983 to 2001 Mr. Moskovitz held senior executive level financial positions with several high growth public and privately held companies. He began his professional career with Deloitte & Touché (formerly Touché Ross & Co). Mr. Moskovitz holds a B.S. degree in Business Administration from Drexel University.
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, Inc. that applies to the principal executive officer, principal financial officer and principal accounting 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 LEAF Asset Management, LLC, One Commerce Square, 2005 Market Street, 14th Floor, Philadelphia Pennsylvania 19103.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, requires the directors and executive officers of our General Partner, our General Partners, and holders greater than 10% of our limited partnership interests to file reports with the SEC. SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of these reports, we believe that the filing requirements for all of these reporting persons were complied with during 2012.
We do not have, nor do we expect to have, any employees as discussed in Item 10 — “Directors and Executive Officers of the Registrant.” Instead, our management and day-to-day activities are provided by the employees of our General Partner and its affiliates. No officer or director of our General Partner will receive any direct remuneration from us. Those persons will receive compensation solely from our General Partner or its affiliates other than us.
|
|
(a)
|
We had approximately 2,789 limited partners as of December 31, 2012.
|
|
|
(b)
|
In 2008, our General Partner contributed $1,000 to our capital as our General Partner and received its General Partner interest in us. As of December 31, 2012, our General Partner owned 10,753, or 0.85%, of our limited partner units. These purchases of limited partner units by our General Partner and its affiliates were at a price discounted by the 7% sales commission which was paid by most of our other limited partners.
|
|
|
(c)
|
We know of no arrangements that would, at any date subsequent to the date of this report, result in a change in control of us.
|
|
|
(d)
|
Our General Partner’s name and address is LEAF Asset Management, LLC, One Commerce Square, 2005 Market Street, 14th Floor, Philadelphia, Pennsylvania 19103.
|
We rely on our General Partner and its affiliates to manage our operations and pay the General Partner or its affiliates fees to manage us. The following is a summary of fees and costs of services and materials charged by the General Partner or its affiliates (in thousands):
|
Years Ended December 31,
|
|||||||||
|
2012
|
2011
|
||||||||
|
Management fees
|
$ | - | $ | - | |||||
|
Administrative expenses
|
$ | 1,217 | $ | 2,450 | |||||
Management Fees. The General Partner was paid a subordinated annual asset management fee equal to 4% of gross rental payments for operating leases or 2% for full payout leases or a competitive fee, whichever was less. However, the General Partner waived approximately $1.8 million and $3.1 million of management fees for the years ended December 31, 2012 and 2011, respectively, and $6.4 million have been waived on a cumulative basis. The General Partner has waived all future management fees.
Administrative Expenses. The Fund reimburses the General Partner and its affiliates for certain costs of services and materials used by or for the Fund except those items covered by the above-mentioned fees.
Due to Affiliates. Due to affiliates includes amounts due to the General Partner and LEAF Financial related to acquiring and managing portfolios of equipment, management fees and reimbursed expenses.
Distributions. The General Partner owns a 1% general partner interest and 0.85% limited partner interest in the Fund. The General Partner was paid cash distributions of $51,000 for its general partner interests for each year ended December 31, 2012 and 2011, respectively, and $43,000 for its limited partner interests for each year ended December 31, 2012 and 2011, respectively.
Because we are not listed on any national securities exchange or inter-dealer quotation system, we have elected to use the Nasdaq National Stock Market’s definition of “independent director” in evaluating whether any of our General Partner’s directors are independent. Under this definition, the board of directors of our General Partner has determined that our General Partner does not have any independent directors, nor are we required to have any.
Audit Fees. The aggregate fees billed by our independent auditors, Grant Thornton, LLP for the years ended December 31, 2012 and 2011 for professional services rendered were $180,000 and $187,000, respectively.
Audit-Related Fees. We did not incur fees in 2012 and 2011 for other services not included above.
Tax Fees. We did not incur fees in 2012 and 2011 for other services not included above.
All Other Fees. Our auditors, Grant Thornton, LLP, billed us for professional services rendered related to sales tax filings of $22,000 and $11,000 for the years ended December 31, 2012 and 2011, respectively.
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor.
Our General Partner’s Board of Directors reviews and approves in advance any audit and any permissible non-audit engagement or relationship between us and our independent auditors.
PART IV
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 – “Financial Statements and Supplementary Data.”
|
|
2.
|
Financial Statement Schedules
|
No schedules are required to be presented in this report under Regulation S-X promulgated by the SEC.
|
|
3.
|
Exhibits
|
|
Exhibit
|
||
|
No.
|
Description
|
|
|
3.1
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Certificate of Limited Partnership (1)
|
|
|
3.2
|
Amended and Restated Agreement of Limited Partnership (2)
|
|
|
3.3
|
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of LEAF Equipment Finance Fund 4, L.P. (7)
|
|
|
4.1
|
Forms of letters sent to limited partners confirming their investment (1)
|
|
|
10.1
|
Form of Origination and Servicing Agreement Among LEAF Financial Corporation, LEAF Equipment Finance Fund 4, LP and LEAF Funding, Inc. (1)
|
|
|
10.2
|
Indenture by and between LEAF Commercial Finance Fund, LLC and U.S. Bank National Association (3)
|
|
|
10.3
|
Amended and Restated Limited Liability Company Agreement of LEAF Commercial Finance Fund, LLC(3)
|
|
|
10.4
|
Limited Liability Company Agreement of LEAF Funds Joint Venture 2, LLC (3)
|
|
|
10.5
|
Indenture between LEAF Receivables Funding 2, LLC and U.S. Bank National Association dated as of May 1, 2010 (4)
|
|
|
10.6
|
Indenture between LEAF Receivables Funding 4, LLC and U.S. Bank National Association dated as of July 4, 2010 (5)
|
|
|
10.7
|
Indenture between LEAF Receivables Funding 6, LLC and U.S. Bank National Association dated as of January 6, 2011 (6)
|
|
|
First Amendment dated as of September 28, 2012 to the Indenture between LEAF Receivables Funding 2, LLC and U.S. Bank National Association
|
||
|
First Amendment dated as of October 15, 2012 to the Indenture between LEAF Receivables Funding 4, LLC and U.S. Bank National Association
|
||
| 10.10 |
First Amendment dated as of February 25, 2013 to the Indenture between LEAF Receivables Funding 6, LLC and U.S. Bank National Association
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
101
|
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2012 and December 31, 2011; (ii) the Consolidated Statements of Operations for the years ended December 31, 2012 and 2011; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2012 and 2011; (iv) the Consolidated Statements of Changes in Partners’ (Deficit) Capital for the years ended December 31, 2012 and 2011; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011; and, (iv) the Notes to Consolidated Financial Statements.
|
|
|
|
|
|
(1)
|
Filed previously as an exhibit to our Registration Statement on Form S-1 filed on March 24, 2008 and by this reference incorporated herein.
|
|
|
(2)
|
Filed previously as an exhibit to Form 8-K on May 8, 2009 and by this reference incorporated herein.
|
|
|
(3)
|
Filed previously on May 12, 2009 in Post-Effective Amendment No. 1 as an exhibit to our Registration Statement and by this reference incorporated herein.
|
|
|
(4)
|
Filed previously as an exhibit to our Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2010 and by this reference incorporated herein.
|
|
|
(5)
|
Filed previously as an exhibit to our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2010 and by this reference incorporated herein.
|
|
|
(6)
|
Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and by this reference incorporated herein.
|
|
|
(7)
|
Filed previously as an exhibit to form 8-K on October 20, 2011 and by this reference incorporated herein.
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
LEAF EQUIPMENT FINANCE FUND 4, L.P.
|
||
|
A Delaware Limited Partnership
|
||
|
By:
|
LEAF Asset Management, LLC, the General Partner
|
|
|
April 1, 2013
|
By:
|
/s/ CRIT S. DEMENT
|
|
Crit S. DeMent
|
||
|
Chief Executive Officer
|
||
|
April 1, 2013
|
By:
|
/s/ ROBERT K. MOSKOVITZ
|
|
Robert K. Moskovitz
|
||
|
Chief Financial Officer
|
||
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 capacities and on the dates indicated.
|
/s/ Crit S. Dement
|
Chief Executive Officer of the General Partner
|
April 1, 2013
|
||
|
Crit S. DeMent
|
(Principal Executive Officer)
|
|||
|
/s/ Robert K. Moskovitz
|
Chief Financial Officer of the General Partner
|
April 1, 2013
|
||
|
Robert K. Moskovitz
|
(Principal Accounting and Financial Officer)
|
|||
|
/s/ Jonathan Z. Cohen
|
Director of the General Partner
|
April 1, 2013
|
||
|
Jonathan Z. Cohen
|
||||
|
/s/ Jeffrey F. Brotman
|
Director of the General Partner
|
April 1, 2013
|
||
|
Jeffrey F. Brotman
|
35