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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-53667

LEAF EQUIPMENT FINANCE FUND 4, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

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:

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. ☐ Yes   ☑ 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. ☐ Yes   ☑ 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. ☑ Yes ☐ 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).  ☑ Yes ☐ 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. ☑

 

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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes   ☑ 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

 

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;

•

availability, terms and deployment of debt funding;

•

general volatility of the debt markets;

•

the timing of cash flows, if any, from our investments in leases and loans and payments for debt service; and

•

the degree and nature of our competition.

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 (“LEAF 4” or the “Fund”).

PART I

ITEM 1 – BUSINESS

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 1.3 million of our limited partner units. We commenced operations in September 2008.

At inception, we were 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 liquidation period of two years, during which time our leases and secured loans will either mature or be sold.  In the event that we are unable to sell our leases and loans during the liquidation period, we will return capital to our partners as those leases and loans mature.  All of our leases and loans mature by December 2032.  We entered our liquidation period in October 2014, and accordingly, are prohibited from acquiring additional leases and loans under the Limited Partnership Agreement (“the Partnership Agreement”).  Contractually, we will terminate on December 31, 2032, unless sooner dissolved or terminated as provided in the Partnership Agreement.  The General Partner has been active in taking steps to wind up the Fund.  It is anticipated that the full liquidation of the Fund will occur in 2016 as there are only approximately $1.5 million of assets and 35 active contracts remaining in the portfolio as of December 31, 2015.  That date may vary based on lease maturities and the sale of the remaining portfolio.

Prior to entering our liquidation period, we generally acquired a diversified portfolio of new, used, or reconditioned equipment that had been financed for third parties. We also acquired portfolios of existing leases and secured loans from other finance companies. Our financings were typically acquired from LEAF Financial Corporation (“LEAF Financial”), an affiliate of our General Partner and a subsidiary of RAI. In addition, we made secured loans to end users to finance their purchase of equipment. We attempted to structure our secured loans so that, in an economic sense, there was no difference to us between a secured loan and a full payout equipment lease. We also invested in equipment, leases, and secured loans through joint venture arrangements with our General Partner’s affiliated investment programs. We typically financed 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 focused on the small to mid-size business market, which generally included businesses with:

 

•

500 or fewer employees;

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$1.0 billion or less in total assets; or

•

$100.0 million or less in total annual sales.

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.

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.

Agreements with our General Partner

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:

•

a large number of national, regional, and local banks, savings banks, leasing companies, and other financial institutions;

•

captive finance and leasing companies affiliated with major equipment manufacturers; and

•

other sources of equipment lease financing, including other publicly-offered partnerships.

Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we have. Competition with these entities may reduce the creditworthiness of potential lessees or borrowers to whom we have access or decrease our yields. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. A lower cost of funds could enable a competitor to offer leases or loans at rates which are less than ours, potentially forcing us to lower our rates or lose origination volume.

 

Employees

As is commonly the case with limited partnerships, we do not directly employ any of the persons responsible for our management or operations.  Rather, the personnel of 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.

ITEM 1A – RISK FACTORS

Risk factors have been omitted as permitted under rules applicable to smaller reporting companies.

ITEM 2 – PROPERTIES

We do not own or lease any real property.

ITEM 3 – LEGAL PROCEEDINGS

We are not subject to any pending material legal proceedings.

PART II

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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:

Total distributions paid to limited partners for the years ended December 31, 2015 and 2014 were $627,000 and $2.5 million, respectively.  As the cash flows and liquidity of the Fund could no longer support regular monthly distributions, the May 2015 distribution, paid in June 2015, was the final regular monthly distribution.  No further distributions to limited partners are expected in the future.  As the Fund entered its liquidation period in October 2014, the General Partner has been active in taking steps to wind up the Fund.  It is anticipated that the Fund will terminate during 2016 as there are only approximately $1.5 million of assets and 35 active contracts remaining in the portfolio as of December 31, 2015.

ITEM 6 – SELECTED FINANCIAL DATA

Not applicable.

 

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2015.

As used herein, the terms “we,” “us,” or “our” refer to LEAF Equipment Finance Fund 4, L.P. and its subsidiaries (the “Fund” or “LEAF 4”).

Fund Summary

As discussed in more detail in Item 1, we generally acquire a diversified portfolio of new, used or reconditioned equipment that have been financed for third parties. We also acquire portfolios of existing leases and secured loans from other finance companies.  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 suffered through the worst economic recession in over 75 years, known as the Great Recession.  The economic slowdown 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.  We were able to refinance all of our existing debt facilities by completing three term securitizations (two in 2010 and the third in January 2011) totaling approximately $360 million.  All of these term securitization have been repaid as of December 31, 2015.

We continued to acquire leases until we entered our maturity phase in October 2014, at which time we were prohibited, under the partnership agreement, from acquiring new leases.

To date, limited partners have received total distributions ranging from approximately 22% to 31% of their original amount invested, depending upon when the investment was made.  Future cash distributions are not expected.  The Fund entered its liquidation period in October 2014 and the General Partner has been actively working to wind up the partnership.  During 2015, the Fund sold a pool of leases with a net investment of approximately $4.14 million to a third party and has arranged for the repayment of its 2011-1 term securitization.  It is anticipated that the Fund will terminate during 2016 as there are only approximately $1.5 million of assets and 35 active contracts remaining in the portfolio as of December 31, 2015.  However, the termination of the Fund is dependent upon the repayment or sale of the remaining portfolio.

We continued to be impacted by market uncertainties during the year ended December 31, 2015 as further discussed in “Finance Receivables and Asset Quality” and in “Liquidity and Capital Resources.”

 

Finance Receivables and Asset Quality

Information about our portfolio of leases and loans is as follows (dollars in thousands):

(a)

As of December 31, 2015, four lessees each accounted for approximately 19%, 15%, 12%, and 11%, respectively, of the Fund’s portfolio.  No other individual end user accounted for more than 10% of our portfolio.

 

Portfolio Performance

The table below provides information about our finance receivables including non-performing assets, which are those assets that are not accruing income due to non-performance or impairment (dollars in thousands):

Our allowance for credit losses is our estimate of losses inherent in our finance receivables. The allowance is based on factors which include our historical loss experience on the equipment finance portfolios that we manage, an analysis of contractual delinquencies, current economic conditions and trends, and equipment finance portfolio characteristics, adjusted for expected recoveries. In evaluating historic performance, we perform a migration analysis, which estimates the likelihood that an account will progress through delinquency stages to ultimate charge-off.  Our policy is to charge-off to the allowance those financings which are in default and for which management has determined the probability of collection to be remote.

We focus on financing equipment used by small-to-medium sized businesses.  Because the Fund is in the liquidation phase, the portfolio of outstanding leases and loans, allowance for credit losses, non-performing assets, and charge-offs net of recoveries all decreased from the prior year in both dollars and as a percentage of finance receivables.

 

Critical Accounting Policies and Estimates

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 consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues, costs and expenses, and the 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, among others. 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:

Our investments in leases and loans 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 our history with regard to the realization of residuals, available industry data, and the General Partner’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. 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, the Fund performs a migration analysis, which estimates the likelihood that an account will progress through delinquency stages to ultimate charge-off. The Fund’s policy is to charge off to the allowance those financings which are in default and for which management has determined the probability of collection to be remote. After an account becomes 180 or more days past due, any remaining balance is charged off. 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 past due 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.

The Fund discontinues the recognition of revenue for leases and loans for which payments are more than 90 days past due.  Generally, income recognition resumes when a lease or loan becomes less than 90 days delinquent.  Fees from delinquent payments are recognized when received and are included in other income.

 

Results of Operations

Year Ended December 31, 2015 as Compared to the Year Ended December 31, 2014 (dollars in thousands):

The change in total revenues was attributable to the following:

·

A decrease in interest on equipment financings and rental income. Our weighted average net investment in financing assets decreased to $4.6 million for the year ended December 31, 2015 as compared to $21.6 million for the year ended December 31, 2014, a decrease of $17.0 million or 79%, due to the continued runoff of our portfolio of leases and loans.

·

Gains (losses) on sales of equipment and lease dispositions increased $86,000 to a loss of $107,000 for the year ended December 31, 2015 as compared to a loss of $21,000 for the year ended December 31, 2014.  Gains and losses on sales of equipment may vary significantly from period to period.

·

Gain on extinguishment of secured debt of $258,000 due to the payoff of our secured debt to third parties and the write-off of the related unamortized costs.

·

Gain on dissolution of subsidiary of $10.4 million due to the dissolution of a consolidated subsidiary.

·

A decrease in other income primarily due to a reduction in late fee income.  Late fee income decreased due to the reduction in the size of our portfolio of leases and loans.

The decrease in total expenses was primarily a result of the following:

·

A decrease in interest expense due to a decline in our average secured debt outstanding.  Average secured borrowings for the years ended December 31, 2015 and 2014 were $2.5 million and $12.7, respectively, at an effective interest rate of 15.3% and 18.6%, respectively.  The interest expense reduction was driven by accelerated debt payments required by our lenders and the purchase of the remaining 2011-1 term securitization notes outstanding.

·

A decrease in depreciation of operating leases due to the maturity of our operating lease portfolio.

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A decrease in the provision for credit losses due to the maturity of our equipment financing portfolio.

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A decrease in general and administrative expenses and administrative expenses reimbursed to affiliate due to the reduction in the size of our portfolio.

The net income (loss) per limited partnership unit, after the net income (loss) allocated to our General Partner, for the years ended December 31, 2015 and 2014 was $6.90 and ($4.27), respectively, based on the weighted average number of limited partnership units outstanding of 1,239,313 and 1,259,493, respectively.

 

Liquidity and Capital Resources

Our major source of liquidity is from the collection of lease and loan payments.  Our primary cash requirements, in addition to normal operating expenses, have been for debt service and distributions to our partners. We entered our liquidation period on October 2014, and accordingly, are prohibited from acquiring additional leases and loans under the Partnership Agreement.

The following table sets forth our sources and uses of cash for the periods indicated (in thousands):

Cash decreased by $58,000 due to net proceeds from leases and loans of $6.927 million and a reduction in restricted cash of $589,000, offset by cash used in operating activities of $418,000, debt repayments of $6.529 million, and distributions to our partners of $627,000.

Partner’s distributions paid for the years ended December 31, 2015 and 2014 were $627,000 and $2.5 million, respectively.  Cumulative partner distributions paid from our inception to December 31, 2015 were approximately $33.5 million.  As the cash flows and liquidity of the Fund could no longer support regular monthly distributions, the May 2015 distribution, paid in June 2015, was the final regular monthly distribution.  No further distributions to limited partners are expected in the future.  As the Fund entered its liquidation period in October 2014, the General Partner has been active in taking steps to wind up the Fund.  It is anticipated that the Fund will terminate during 2016 as there are only approximately $1.5 million of assets and 35 active contracts remaining in the portfolio as of December 31, 2015.  However, the termination of the Fund is dependent upon the repayment or sale of the remaining portfolio.

Our General Partner has waived all management fees since August 2010 and all future management fees.  Through December 31, 2015, the General Partner has waived management fees of approximately $7.9 million, of which approximately $78,000 related to the year ended December 31, 2015.  Accordingly, we did not record any management fee expense for the years ended December 31, 2015 or 2014.  The cash savings on management fees and distributions is expected to be used to pay down our liabilities.

Our liquidity has been and may continue to be adversely affected by higher than expected equipment lease defaults, which have resulted in a loss of anticipated revenues.  These losses have affected our ability to make distributions to our partners.  In evaluating our allowance for losses on uncollectible leases, we have considered our contractual delinquencies, economic conditions and trends, lease portfolio characteristics, and our General Partner’s experience with similar leased assets.

 

2011-1 Term Securitization

In January 2011, LEAF Receivables Funding 6, LLC (“LRF6”), a subsidiary of LEAF Commercial Finance Fund, LLC (“LCFF”), issued six classes of asset-backed notes (the “2011-1 Term Securitization”), one with a stated maturity date of December 2018 and five with a stated maturity date of December 2023.

During the year ended December 31, 2015, the Fund sold pools totaling 52 leases, in two separate sales, with a net investment of approximately $4.14 million to a third party for proceeds totaling approximately $4.09 million and recognized a loss on the sale of approximately $50,000.  The proceeds from the sale were used to repay a portion of the Fund’s 2011-1 term securitization.  Neither the Fund nor its affiliates continue to service the leases sold or have any ongoing involvement, obligations, or interest in the transferred leases.

In August 2015, LEAF 4 purchased, from a third party noteholder, the remaining outstanding 2011-1 term securitization notes that were issued by LRF6.  The outstanding notes at that time of $1.366 million were purchased for $705,000, a discount of $661,000.  This resulted in a gain on extinguishment of debt of $258,000 after taking into account the write-off of the remaining unamortized deferred financing costs and original issue discount on debt totaling approximately $403,000.  As a result of this transaction, LEAF 4 was the only noteholder of the then outstanding 2011-1 term securitization notes.  As of December 31, 2015, LCFF sold, assigned, and transferred its membership interests in LRF6 (including assets of approximately $40,000) to LEAF 4.

The gain on extinguishment of secured debt for the year ended December 31, 2015 consists of the following (in thousands):

The cash used to purchase the remaining notes outstanding primarily was advanced from LEAF Financial Corporation (“LEAF Financial”), an affiliate of the General Partner and a subsidiary of RAI, and will be repaid as the remaining portfolio is collected.  In order to eliminate fees paid to third parties, in October 2015, LEAF Financial agreed to assume the roles of successor trustee, paying agent, custodian, and back-up servicer and then immediately agreed to waive its rights to receive any compensation in its fulfillment of such roles.  Consequently, the $150,000 of previously-restricted cash was made unrestricted and was remitted to LEAF Financial as partial repayment of the advance used to purchase the remaining notes outstanding.

Promissory Notes Payable

LCFF offered 8.25% secured recourse promissory notes (the “Notes”) to private investors in 2008.  The offering closed in February 2009 and raised approximately $9.4 million, of which approximately $9.3 million was outstanding as of December 31, 2014.  The Notes had a six-year term, required interest-only payments until their maturity in February 2015, payable in March 2015, and were subordinated to LCFF’s secured debt.  The Notes were recourse to LCFF only (non-recourse to LEAF 4) and were collateralized only by LCFF’s unencumbered net assets.  As higher than expected lease and loan defaults reduced its liquidity, LCFF failed to make the January 2015 and all future periodic interest payments and did not pay the principal balance when due in March 2015.  As such, LCFF was notified of its default under the terms of the Notes and began accruing interest in January 2015 at a 10% default rate.  However, no remedies or legal action against LCFF has been executed through the date of this filing.

Gain on Dissolution of Subsidiary

As of December 31, 2015, after LCFF had transferred its membership interests in LRF6 to LEAF 4, LCFF had no assets remaining to repay the investors in its promissory notes or to satisfy its other obligations.  This resulted in the dissolution of LCFF, the write-off of its outstanding obligations, and a gain on dissolution of subsidiary of approximately $10.4 million recognized by LEAF 4.

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.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures about Market Risk have been omitted as permitted under rules applicable to smaller reporting companies.

 

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners

LEAF Equipment Finance Fund 4, L.P.

 

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

March 29, 2016

 

LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

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)

 

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

(In thousands, except unit data)

 

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)

 

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, 2015

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

LEAF Equipment Finance Fund 4, L.P. (“LEAF 4” or the “Fund”), is a Delaware limited partnership 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 1.3 million of its limited partnership units. It commenced operations in September 2008.

At inception, the Fund was 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 liquidation period of two years, during which time 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 liquidation period, the Fund will return capital to its partners as those leases and loans mature. All of the Fund’s leases and loans mature by December 2032. The Fund entered its liquidation period in October 2014, and accordingly, is prohibited from acquiring additional leases and loans under the Limited Partnership Agreement (“the Partnership Agreement”).  Contractually, the Fund terminates on December 31, 2032, unless sooner dissolved or terminated as provided in the Partnership Agreement.  The General Partner has been active in taking steps to wind up the Fund.  It is anticipated that the full liquidation of the Fund will occur in 2016 as there are only approximately $1.5 million of assets and 35 active contracts remaining in the portfolio as of December 31, 2015.  That date may vary based on lease maturities and the sale of the remaining portfolio.

The Fund acquired diversified portfolios of equipment leases and loans to finance to end users throughout the United States as well as Puerto Rico. The Fund also acquired existing portfolios from other equipment finance companies, primarily from LEAF Financial Corporation (“LEAF Financial”), an affiliate of its General Partner and a subsidiary of RAI.  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 0.87% 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, LEAF Funding, LLC (“LEAF Funds JV1”), and LEAF Funds Joint Venture 2, LLC (“LEAF Funds JV2”) and its subsidiaries LEAF Commercial Finance Fund, LLC (“LCFF”) and LEAF Receivables Funding 6, LLC (“LRF6”).  The Fund maintains a 96% and 98% ownership interest in LEAF Funds JV1 and LEAF Funds JV2, respectively.  All intercompany accounts and transactions have been eliminated in consolidation.

The Fund reflects the participation of an affiliate of the General Partner in the net assets and in the income or losses of LEAF Funds JV1 and LEAF Funds JV2 as noncontrolling interest 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.

Dissolution of Subsidiary

 

As of December 31, 2015, LCFF sold, assigned, and transferred its membership interests in LRF6 (including assets of approximately $40,000) to LEAF 4.  After the transfer occurred, LCFF had no assets remaining to repay the investors in its promissory notes or to satisfy its other obligations.  This resulted in the dissolution of LCFF, the write-off of its outstanding obligations, and a gain on dissolution of subsidiary of approximately $10.4 million recognized by LEAF 4.

Use of Estimates

Preparation of financial statements in conformity with 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 unguaranteed residual values of leased equipment, among others. 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.

 

Concentration of Credit Risk

The following concentrations of credit risk (greater than 10%) existed as of December 31, 2015:  29%, 16%, 12%, and 12% of the Fund’s leases and loans were in California, Georgia, Ohio, and Virginia, respectively.  Also, 30%, 25%, and 14% of the Fund’s leases and loans were comprised of building systems, restaurant equipment, and medical equipment, respectively.  In addition, 42%, 27%, and 12% of the Fund’s leases and loans were related to services, retail trade, and finance/insurance/real estate, respectively.  Furthermore, four lessees each accounted for 19%, 15%, 12%, and 11% of the Fund’s lease and loan portfolio.  No other states, types of assets, types of businesses, or individual end users accounted for more than 10% of the Fund’s portfolio of leases and loans.

Investments in Leases and Loans

The Fund’s investments in leases and loans consist of direct financing leases, operating leases, and loans.

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 Fund’s history with regard to the realization of residuals, available industry data and the Fund’s experience with respect to comparable equipment. The estimated residual values are recorded as a component of the investment 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.

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.  The Fund writes down its 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. The investment in term 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 related equipment. For all other loans, interest income is recorded at the stated rate on the accrual basis as much as 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 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, among others. In evaluating historic performance, the Fund performs a migration analysis, which estimates the likelihood that an account will progress through delinquency stages to ultimate charge-off. The Fund’s policy is to charge off to the allowance those financings which are in default where management has determined the probability of collection to be remote. After an account becomes 180 or more days past due, any remaining balance is charged off. Generally, past due accounts are referred to our internal recovery group consisting of credit specialists and collectors. The group uses several resources in an attempt to maximize recoveries on past due 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.

The Fund discontinues the recognition of revenue for leases and loans for which payments are more than 90 days past due.  Generally, income recognition resumes when a lease or loan becomes less than 90 days delinquent.  Fees from delinquent payments are recognized when received and are included in other income.

 

Other Income

Other income includes miscellaneous fees charged by the Fund such as late fee income, among others.  The Fund recognizes fee income as fees are collected.

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.

Recent Accounting Standards

Lease Accounting.  In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842).”  This ASU attempts to increase transparency and comparability among organizations by disclosing key information about leasing arrangements and by requiring lessees to recognize lease assets and lease liabilities on the balance sheet for all leases.  In order to meet that objective, this ASU amends the Financial Accounting Standards Codification and creates Topic 842 to supersede Topic 840, Leases.  The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, although early adoption is permitted.  The Company is currently in the process of evaluating the methods and timing of adoption and the impact of adoption on its consolidated 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 (“SPEs”) through which the financings are arranged.  The Fund’s asset transfers 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 SPEs 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.

During the year ended December 31, 2015, the Fund sold pools totaling 52 leases, in two separate sales, with a net investment of approximately $4.14 million to a third party for proceeds totaling approximately $4.09 million and recognized a loss on the sale of approximately $50,000.  The proceeds from the sale were used to repay a portion of the Fund’s 2011-1 term securitization.  Neither the Fund nor its affiliates continue to service the leases sold or have any ongoing involvement, obligations, or interest in the transferred leases.

Allocation of Partnership Income (Loss), Cash Distributions, and Net Income (Loss) Per Limited Partnership Unit

The Fund allocates net income (loss) and cash distributions as follows:  99% to the limited partners and 1% to the general partner.

Net income (loss) per limited partnership unit is computed by dividing net income (loss) allocated to limited partners by the weighted average number of limited partnership units outstanding during the period.  The weighted average number of limited partnership units outstanding during the period is computed based on the number of limited partnership units issued during the period weighted for the days outstanding during the period.

 

NOTE 3 – INVESTMENT IN LEASES AND LOANS, NET

The Fund’s investment in leases and loans, net, consists of the following (in thousands):

---

(1)

The Fund’s direct financing leases are for initial lease terms generally ranging from 36 to 192 months.

(2)

The interest rates on loans generally range from 3% to 12%.

The components of direct financing leases and loans are as follows (in thousands):

(1)

Unguaranteed residuals for direct financing leases represent the estimated amounts recoverable at lease termination from extensions or disposition of the equipment.

The Fund’s investment in operating leases, net, consists of the following (in thousands) (zero at December 31, 2015):

At December 31, 2015, the future payments scheduled to be received on non-cancellable investments in leases and loans for each of the five succeeding annual periods ending December 31, and thereafter, are as follows (in thousands):

 

The following table is an age analysis of the Fund’s receivables from its investments in leases and loans, presented gross of an allowance for credit losses of $80,000 and $530,000 as of December 31, 2015 and 2014, respectively (dollars in thousands):

---

 

The credit quality of the Fund’s receivables from its investment in leases and loans as of December 31, 2015 and 2014 is as follows (in thousands):

The Fund’s investments in leases and loans as of December 31, 2015 and 2014 was collectively evaluated for impairment.  The following table summarizes the activity in the allowance for credit losses (in thousands):

 

NOTE 5 – SECURED DEBT

2011-1 Term Securitization

In January 2011, LEAF Receivables Funding 6, LLC (“LRF6”), a subsidiary of LEAF Commercial Finance Fund, LLC (“LCFF”), issued six classes of asset-backed notes (the “2011-1 Term Securitization”), one with a stated maturity date of December 2018 and five with a stated maturity date of December 2023.

During the year ended December 31, 2015, the Fund sold pools totaling 52 leases, in two separate sales, with a net investment of approximately $4.14 million to a third party for proceeds totaling approximately $4.09 million and recognized a loss on the sale of approximately $50,000.  The proceeds from the sale were used to repay a portion of the Fund’s 2011-1 term securitization.  Neither the Fund nor its affiliates continue to service the leases sold or have any ongoing involvement, obligations, or interest in the transferred leases.

In August 2015, LEAF 4 purchased, from a third party noteholder, the remaining outstanding 2011-1 term securitization notes that were issued by LRF6.  The outstanding notes at that time of $1.366 million were purchased for $705,000, a discount of $661,000.  This resulted in a gain on extinguishment of debt of $258,000 after taking into account the write-off of the remaining unamortized deferred financing costs and original issue discount on debt totaling approximately $403,000.  As a result of this transaction, LEAF 4 was the only noteholder of the then outstanding 2011-1 term securitization notes.  As of December 31, 2015, LCFF sold, assigned, and transferred its membership interests in LRF6 (including assets of approximately $40,000) to LEAF 4.

The gain on extinguishment of secured debt for the year ended December 31, 2015 consists of the following (in thousands):

The cash used to purchase the remaining notes outstanding primarily was advanced from LEAF Financial Corporation (“LEAF Financial”), an affiliate of the General Partner and a subsidiary of RAI, and will be repaid as the remaining portfolio is collected.  In order to eliminate fees paid to third parties, in October 2015, LEAF Financial agreed to assume the roles of successor trustee, paying agent, custodian, and back-up servicer and then immediately agreed to waive its rights to receive any compensation in its fulfillment of such roles.  Consequently, the $150,000 of previously-restricted cash was made unrestricted and was remitted to LEAF Financial as partial repayment of the advance used to purchase the remaining notes outstanding.

NOTE 6 – PROMISSORY NOTES PAYABLE

LCFF offered 8.25% secured recourse promissory notes (the “Notes”) to private investors in 2008.  The offering closed in February 2009 and raised approximately $9.4 million, of which approximately $9.3 million was outstanding as of December 31, 2014.  The Notes had a six-year term, required interest-only payments until their maturity in February 2015, payable in March 2015, and were subordinated to LCFF’s secured debt.  The Notes were recourse to LCFF only (non-recourse to LEAF 4) and were collateralized only by LCFF’s unencumbered net assets.  As higher than expected lease and loan defaults reduced its liquidity, LCFF failed to make the January 2015 and all future periodic interest payments and did not pay the principal balance when due in March 2015.  As such, LCFF was notified of its default under the terms of the Notes and began accruing interest in January 2015 at a 10% default rate.  However, no remedies or legal action against LCFF has been executed through the date of this filing.

Gain on Dissolution of Subsidiary

 

As of December 31, 2015, after LCFF had transferred its membership interests in LRF6 to LEAF 4, LCFF had no assets remaining to repay the investors in its promissory notes or to satisfy its other obligations.  This resulted in the dissolution of LCFF, the write-off of its outstanding obligations, and a gain on dissolution of subsidiary of approximately $10.4 million recognized by LEAF 4.

 

NOTE 7 – 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 within the fair value hierarchy 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.

There were no assets or liabilities measured at fair value at December 31, 2015 or 2014.  The fair value of financial instruments not measured at fair value for which it is practicable to estimate that value is as follows:  for cash, restricted cash, receivables, and payables, the carrying amounts approximate fair value because of the short term maturity of these instruments.

NOTE 8 – 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 in accordance with the Partnership Agreement. The following is a summary of fees and costs of services and materials charged by the General Partner or its affiliates (in thousands):

Administrative Expenses. The General Partner and its affiliates are reimbursed by the Fund for administrative services reasonably necessary to operate the Fund, which do not exceed the General Partner’s actual cost of those services.

Management Fees. The General Partner has waived management fees since August 2010 and all future management fees.  The General Partner has waived management fees of approximately $77,000 and $438,000 for the years ended December 31, 2015 and 2014, respectively, and approximately $7.9 million have been waived on a cumulative basis.

Due to Affiliates. Due to affiliates includes amounts owed to the General Partner and its affiliates for various items such as management fees, expense reimbursements, and the acquisition and management of equipment portfolios.  These amounts were advanced with the expectation of repayment.

Distributions. The General Partner owns a 1% general partner interest and 0.87% limited partner interest in the Fund.  The General Partner was paid cash distributions of $6,000 and $5,000 for its general partnership and limited partnership interests, respectively, for the year ended December 31, 2015 and $25,000 and $22,000 for its general partnership and limited partnership interests, respectively, for the year ended December 31, 2014.

NOTE 9 – 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 10 – SUBSEQUENT EVENTS

The Fund has evaluated its December 31, 2015 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.

 

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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, 2015.  In making this assessment, management used the criteria set forth by the 2013 version of the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based upon this assessment, our General Partner’s management concluded that, as of December 31, 2015, our internal control over financial reporting was effective.

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, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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.

ITEM 9B – OTHER INFORMATION

None.

 

PART III

ITEM 10 – DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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:

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.

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-five 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 & Touche (formerly Touche Ross & Co). Mr. Moskovitz holds a B.S. degree in Business Administration from Drexel University.

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 Executive Chairman of Atlas Energy GP, LLC (general partner of Atlas Energy, L.P., formerly known as Atlas Pipeline Holdings, L.P., a publicly-traded energy limited partnership) since January 2012, Chairman from February 2011 to January 2012, and Vice Chairman from its formation in December 2005 to February 2011. Mr. Cohen was also Vice Chairman of Atlas Energy, Inc. (formerly known as Atlas America, Inc., a publicly-traded energy company) from its formation in 2000 until its sale in February 2011, Vice Chairman of the Managing Board of Atlas Pipeline Partners GP, LLC (general partner of Atlas Pipeline Partners, L.P., a publicly-traded midstream natural gas gathering and processing limited partnership) since its formation in 1999, and Vice Chairman of the Managing Board of Atlas Resource Partners GP, LLC (general partner of Atlas Resource Partners, L.P., a publicly-traded oil and gas exploration and production limited partnership) since February 2012.

 

Jeffrey F. Brotman has been a Director of LEAF Financial since April 2008 and a Director of LEAF Asset Management since 2010. 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. 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.

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. 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 Partner, 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 2015.

ITEM 11 – EXECUTIVE COMPENSATION

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.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNIT HOLDER MATTERS

(a)

We had approximately 2,775 limited partners as of December 31, 2015.

(b)

In 2008, our General Partner contributed $1,000 to our capital as our General Partner and received its general partnership interest in us. As of December 31, 2015, our General Partner owned 10,753, or 0.87%, 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, 110 South Poplar Street, Suite 101, Wilmington, Delaware, 19801.

 

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 in accordance with the Partnership Agreement. The following is a summary of fees and costs of services and materials charged by the General Partner or its affiliates (in thousands):

Administrative Expenses. The General Partner and its affiliates are reimbursed by the Fund for administrative services reasonably necessary to operate the Fund, which do not exceed the General Partner’s actual cost of those services.

Management Fees. The General Partner has waived management fees since August 2010 and all future management fees.  The General Partner has waived management fees of approximately $77,000 and $438,000 for the years ended December 31, 2015 and 2014, respectively, and approximately $7.9 million have been waived on a cumulative basis.

Due to Affiliates. Due to affiliates includes amounts owed to the General Partner and its affiliates for various items such as management fees, expense reimbursements, and the acquisition and management of equipment portfolios.  These amounts were advanced with the expectation of repayment.

Distributions. The General Partner owns a 1% general partner interest and 0.87% limited partner interest in the Fund.  The General Partner was paid cash distributions of $6,000 and $5,000 for its general partnership and limited partnership interests, respectively, for the year ended December 31, 2015 and $25,000 and $22,000 for its general partnership and limited partnership interests, respectively, for the year ended December 31, 2014.

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.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The aggregate fees billed by our independent registered public accounting firm, Grant Thornton, LLP related to quarterly reviews and the year-end audit was approximately $191,000 and $166,000 for the years ended December 31, 2015 and 2014, respectively.

Audit-Related Fees. We did not incur fees in 2015 and 2014 for other services not included above.

Tax Fees. We did not incur fees in 2015 and 2014 for other services not included above.

All Other Fees. Our independent registered public accounting firm, Grant Thornton, LLP, billed us for professional services rendered related to sales tax filings of approximately $8,000 and $16,000 for the years ended December 31, 2015 and 2014.

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

ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

 

SIGNATURES

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.

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.

 

 

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