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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2004

OR

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

For the transition period from _______________ to ______________

Commission file number 333-84730

LEASE EQUITY APPRECIATION FUND I, L.P.

(Exact name of registrant as specified in its charter)


  Delaware   68-0492247  
  (State of Organization)   (I.R.S. Employer Identification No.)  

1845 Walnut Street, Suite 1000
Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)

(215) 574-1636
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]        No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) of the Act.

Yes [   ]      No [ X ]


LEASE EQUITY APPRECIATION FUND I, L.P.

INDEX TO QUARTERLY REPORT
ON FORM 10-Q


PAGE
PART I FINANCIAL INFORMATION  
      Item 1 Financial Statements  
 
  Balance Sheets - September 30, 2004 (Unaudited) and December 31, 2003 (Audited)
 
  Statements of Operations (Unaudited) for the Three and Nine Months  
     Ended September 30, 2004 and 2003
 
  Statement of Partner's Capital (Unaudited) for the Nine Months  
     Ended September 30, 2004
 
  Statement of Cash Flows (Unaudited)  
     For the Nine Months Ended September 30, 2004 and 2003
 
  Notes to Financial Statements - September 30, 2004 (Unaudited) 7 - 16
 
      Item 2 Management's Discussion and Analysis of Financial Condition  
     and Results of Operations 17 - 23
 
      Item 3 Quantitative and Qualitative Disclosures about Market Risk 23 
 
      Item 4 Controls and Procedures 23 - 24 
 
PART II OTHER INFORMATION
 
      Item 2 Changes in Securities and Use of Proceeds 25 
 
      Item 6 Exhibits and Reports on Form 8-K 26 
 
SIGNATURES   27 




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LEASE EQUITY APPRECIATION FUND I, L.P.
BALANCE SHEETS


September 30,
2004

December 31,
2003

(Unaudited) (Audited)
ASSETS            
Cash   $ 2,235,787   $ 1,030,394  
Accounts receivable    30,669    85,372  
Other receivables    2,560,694    2,169,877  
Due from related party, net    --    128,833  
Net investment in direct financing leases (net of allowance for possible  
   losses of $75,000 and $5,000)    46,393,380    24,216,771  
Equipment under operating leases (net of accumulated depreciation of  
   $447,468 and $154,113)    1,222,980    313,479  
Other assets    263,448    267,821  


    $ 52,706,958   $ 28,212,547  


LIABILITIES AND PARTNERS' CAPITAL  
Liabilities:  
   Debt   $ 37,071,293   $ 20,386,402  
   Note payable     2,149,629     --  
   Accounts payable and accrued expenses     196,612    308,370  
    Due to related party, net    57,223    --  
   Partners' distributions payable    114,071    65,676  


   Total liabilities    39,588,828    20,760,448  
Partners' capital    13,118,130    7,452,099  


    $ 52,706,958   $ 28,212,547  








        The accompanying notes are an integral part of these financial statements.

3


LEASE EQUITY APPRECIATION FUND I, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)


Three Months Ended
September 30,

Nine Months Ended
September 30,

2004
2003
2004
2003
Interest and rental income     $ 1,083,834   $ 281,036   $ 2,351,441   $ 524,388  
Interest expense    524,750    73,956    1,291,362    138,609  




     Net interest and rental income    559,084    207,080    1,060,079    385,779  
Provision for possible losses    193,741    --    259,900    --  




     Net interest and rental income after provision
           for possible losses
      365,343    207,080    800,179    385,779  
Other income    22,635    9,415    117,352    29,756  




     Operating income       387,978    216,495    917,531    415,535  
 
Expenses reimbursed to related party    77,489    129,825    355,636    309,723  
General and administrative    124,496    93,354    212,279    167,199  
Management fee to related party    115,661    13,406    260,955    39,473  
Depreciation    191,044    51,691    293,355    113,195  




     508,690    288,276    1,122,225    629,590  




   Net loss   $ (120,712 ) $ (71,781 ) $ (204,694 ) $ (214,055 )




Net loss per weighted average limited  
   partner unit   $ (0.76 ) $ (1.11 ) $ (1.63 ) $ (4.53 )




Weighted average number of limited partner  
   units outstanding during the period    157,499    64,191    124,695    47,180  









        The accompanying notes are an integral part of these financial statements.

4


LEASE EQUITY APPRECIATION FUND I, L.P.
STATEMENT OF PARTNERS’ CAPITAL
For the Nine Months Ended September 30, 2004
(Unaudited)


General Partner Limited Partners Partners' Capital

Amount
Units
Amount
Total
Balance, January 1, 2004     $ (7,757 )   95,693   $ 7,459,856   $ 7,452,099  
   Partners' contributions    --    73,488    7,300,147    7,300,147  
   Offering costs related to the sale of  
     Partner units    --    --    (935,940 )  (935,940 )
   Distributions paid    (6,307 )  --    (620,883 )  (627,190 )
   Partners' distributions payable    (1,141 )  --    (112,930 )  (114,071 )
   Distributions reinvested    --    2,515    247,779    247,779  
   Net loss    (2,047 )  --    (202,647 )  (204,694 )




Balance, September 30, 2004   $ (17,252 )  171,696   $ 13,135,382   $ 13,118,130  














        The accompanying notes are an integral part of these financial statements.

5


LEASE EQUITY APPRECIATION FUND I, L.P.
STATEMENTS OF CASH FLOWS
(Unaudited)


Nine Months Ended
September 30,

2004
2003
Cash flows from operating activities:            
    Net loss   $ (204,694 ) $ (214,055 )
   Adjustments to reconcile net loss to net cash used in operating activities:  
   Gain on sale of equipment and lease dispositions, net    (46,549 )  (28,381 )
   Depreciation    293,355    113,195  
   Provision for possible losses    259,900    --  
   Amortization of deferred financing costs    32,865    --  
   Decrease (increase) in accounts receivable    54,703    (477,465 )
   Decrease in related party balances, net    186,056    1,297,069  
   Increase in other assets    (323,475 )  (2,073,268 )
   Increase (decrease) in accounts payable and accrued expenses     (111,758 )   114,125  


     Net cash provided by (used in) operating activities     140,403    (1,268,780 )


 
Cash flows from investing activities:  
   Investment in direct financing leases       (28,357,884 )  (17,413,393 )
   Proceeds from direct financing leases, net of earned income    7,104,136    1,265,852  
   Security deposits received, net    395,612    904  
   Acquisition of equipment under operating leases    (1,202,856 )  (657,953 )
   Proceeds from sale of equipment and lease dispositions    617,805    215,835  


   Net cash used in investing activities       (21,443,187 )  (16,588,755 )


 
Cash flows from financing activities:  
   Proceeds from debt    29,838,901    18,423,121  
   Repayment of debt    (13,154,010 )  (7,257,961 )
   Increase in deferred financing costs    (95,834 )  --  
   Partners' capital contributions    7,300,147    8,257,860  
   Cash distributions to partners, net of reinvestments    (445,087 )  (125,285 )
   Payment of offering costs incurred for the sale of partner units       (935,940 )   (1,055,774 )


     Net cash provided by financing activities    22,508,177    18,241,961  


Increase in cash    1,205,393    384,426  
Cash, beginning of period    1,030,394    1,001  


Cash, end of period   $ 2,235,787   $ 385,427  


     
Non-cash investing activity:    
      Purchase of direct financing leases   $ 2,149,629   $ --  




        The accompanying notes are an integral part of these financial statements.

6


LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)

BASIS OF PRESENTATION

        The accompanying financial statements have been prepared by Lease Equity Appreciation Fund I (“the Fund”) in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2003. The results for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

         Certain reclassifications have been made to the financial statements as of December 31, 2003 and for the three and nine month periods ended September 30, 2003 to conform to the presentation as of September 30, 2004 and for the three and nine month periods ended September 30, 2004.

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS

        The Fund is a Delaware limited partnership that was formed on January 31, 2002. On June 30, 2004, the Fund’s general partner, LEAF Asset Management, Inc. merged into its parent, LEAF Financial Corporation (“the General Partner” or “LEAF”). LEAF is a wholly owned subsidiary of Resource Leasing, Inc., a wholly owned subsidiary of Resource America, Inc. which is a publicly-traded company (NASDAQ: REXI) operating in the real estate, financial services, energy and equipment leasing sectors.

         The Fund seeks to acquire diversified portfolios of equipment to lease to end users throughout the United States. The Fund also seeks to acquire existing portfolios of equipment subject to existing leases from other equipment lessors. The primary objective of the Fund is to generate regular cash distributions to the limited partners from its equipment lease portfolio over the life of the Fund. As of August 15, 2004, the date the Fund’s offering period terminated, the Fund had raised $16,671,282 through the sale of 167,798 limited partner units and $384,943 from the sale of 3,898 limited partner units from the reinvestment by limited partners of cash distributions.

        As of September 30, 2004 and December 31, 2003, in addition to its 1% general partner interest, the General Partner also held a 5% limited partner interest in the Fund. The Fund will terminate on December 31, 2027, or earlier, if a dissolution event occurs as defined in the Fund’s Limited Partnership Agreement (the “Partnership Agreement”).

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Statement Classification

        Management believes that, consistent with the financial statement presentation of other equipment leasing companies, it is more appropriate to present the Fund’s balance sheets on a non-classified basis, which does not segregate assets and liabilities into current and non-current categories.



7


LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS — (Continued)
September 30, 2004
(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (Continued)

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 estimated unguaranteed residual values of leased equipment, the allowance for possible losses and impairment of long-lived assets. Actual results could differ from those estimates.

        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 senior management’s experience with respect to comparable equipment. The estimated residual values are recorded as a component of investments in leases on a net present value basis. 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. In accordance with U.S. GAAP, upward adjustments to residual values are not permitted.

        The Fund’s allowance for possible losses is primarily based on factors which include the Fund’s historical loss experience, an analysis of contractual delinquencies, economic conditions and trends, industry statistics and lease portfolio characteristics. The Fund’s policy is to charge off to the allowance those leases which are in default and for which management has determined the probability of collection to be remote.

         The Fund reviews its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If it is determined that estimated undiscounted future cash flows derived from long-lived assets will not be sufficient to recover their carrying amounts, an impairment charge will be recorded if the carrying amount of the asset exceeds their estimated fair values.

Concentration of Credit Risk

        Financial instruments which potentially subject the Fund to concentrations of credit risk consist of excess cash. The Fund deposits its excess cash in high-quality financial institutions. At September 30, 2004, the Fund had deposits at two banks totaling $2,319,021, of which $2,119,021 was over the insurance limit of the Federal Deposit Insurance Corporation. No losses have been experienced on such deposits.




8


LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS — (Continued)
September 30, 2004
(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (Continued)

Revenue Recognition

        The Fund’s investment in leases consists of direct financing and operating leases which are recorded in accordance with Statement of Financial Accounting Standards No. 13, “Accounting for Leases,” and its various amendments and interpretations.

        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. A lease is a direct financing lease if the creditworthiness of the customer and the collectibility of lease payments are reasonably certain and it meets one of the following criteria: (i) the lease transfers ownership of the equipment to the customer at the end of the lease term; (ii) the lease contains a bargain purchase option; (iii) the lease term at inception is at least 75% of the estimated economic life of the leased equipment; or (iv) the present value of the minimum lease payments is at least 90% of the fair market value of the leased equipment at inception of the lease. 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 lease income. Unearned lease income, which is recognized as revenue over the term of the lease by the effective interest method, represents the excess of the total future minimum lease 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. The Fund generally discontinues the recognition of revenue for direct financing leases for which payments are more than 90 days past due.

        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 rentals due under the terms of the leases. Generally, during the lease terms of existing operating leases, the Fund will not recover all of the undepreciated 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. In accordance with U.S. GAAP, 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. There were no write-downs of equipment during the nine months ended September 30, 2004 and 2003.

        Other income consists of fees for delinquent payments which are recognized when received.




9


LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS — (Continued)
September 30, 2004
(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (Continued)

Income Taxes

        Federal and most 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.

Supplemental Disclosure of Cash Flow Information

         During the nine month periods ended September 30, 2004 and September 30, 2003, the Fund paid $1,236,384 and $138,609 for interest, respectively.

         The Fund paid cash distributions of $114,071 in October 2004 which were accrued at September 30, 2004. The General Partner declared and paid a cash distribution of $65,676 in January 2004 for the month of December 2003 to all admitted partners as of December 31, 2003.

Net Loss per Limited Partner Unit

         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. There were no potentially dilutive securities outstanding in any periods during 2004 or 2003.

Recent Accounting Pronouncements

        In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46”). In December 2003, the FASB issued a revised interpretation of FIN 46 (“FIN 46-R”), which supersedes FIN 46 and clarifies and expands current accounting guidance for variable interest entities (“VIE’s”). FIN 46 clarifies when a company should consolidate in its financial statements the assets, liabilities and activities of a VIE. FIN 46 provides general guidance as to the definition of a VIE and requires it to be consolidated if a party with an ownership, contractual or other financial interest absorbs the majority of the VIE’s expected losses, or is entitled to receive a majority of the residual returns, or both. A variable interest holder that is such a primary beneficiary of the VIE is required to consolidate the VIE’s assets, liabilities and non-controlling interests at fair value at the date the interest holder first becomes the primary beneficiary of the VIE. FIN 46 and FIN 46-R were effective immediately for all VIEs created after January 31, 2003 and for VIEs created prior to February 1, 2003, no later than the end of the first reporting period after March 15, 2004. The adoption of FIN 46 on July 1, 2003 had no impact on the Fund’s financial position or results of operations.



10


LEASE EQUITY APPRECIATION FUND I, L.P.
NOTES TO FINANCIAL STATEMENTS — (Continued)
September 30, 2004
(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — (Continued)

Fair Value of Financial Instruments

        For cash, receivables and payables, the carrying amounts approximate fair values because of the short maturity of these instruments. The carrying value of debt approximates fair market value since interest rates approximate current market rates.

Comprehensive Income (Loss)

        Comprehensive income (loss) includes net income and all other changes in the equity of a business during a period from non-owner sources. These changes, other than net income, are referred to as “other comprehensive income.” The Fund has no other elements of comprehensive income (loss), other than net income (loss) to report.

Other Receivables

        At September 30, 2004 and December 31, 2003, other receivables include restricted cash of $2,128,266 and $1,595,631, respectively, being held in reserve by the Fund’s lenders and $432,428 and $574,246, respectively, of customers’ payments deposited in a lockbox account that have not yet been transferred to the Fund.

Other Assets