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EXCEL - IDEA: XBRL DOCUMENT - LEAF Equipment Finance Fund 4, L.P.Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - LEAF Equipment Finance Fund 4, L.P.ex32_2.htm
EX-31.1 - EXHIBIT 31.1 - LEAF Equipment Finance Fund 4, L.P.ex31_1.htm
EX-32.1 - EXHIBIT 32.1 - LEAF Equipment Finance Fund 4, L.P.ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - LEAF Equipment Finance Fund 4, L.P.ex31_2.htm


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 March 31, 2012
 
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 000-53667

LEAF EQUIPMENT FINANCE FUND 4, L.P.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
61-1552209
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
110 South Poplar Street, Suite 101, Wilmington Delaware 19801
(Address of principal executive offices) (Zip Code)
 
(800) 819-5556
(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.    x 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).   x Yes      ¨ No
 
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):
 
Large accelerated filer
¨
Accelerated filer
¨
       
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller Reporting Company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes     x No
 
There is no public market for the Registrant’s securities.



 
 

 
 
 LEAF EQUIPMENT FINANCE FUND 4, L.P.
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
 
PART I
FINANCIAL INFORMATION
PAGE
ITEM 1.
 
  3
  4
  5
  6
  7
  8
ITEM 2.
16
ITEM 3.
23
ITEM 4.
23
     
PART II
OTHER INFORMATION
 
ITEM 6.
24
     
25

 
2


PART I. FINANCIAL INFORMATION
 
Financial Statements

LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
   
March 31,
   
December 31,
 
   
2012
   
2011
 
ASSETS
           
Cash
  $ 66     $ 405  
Restricted cash
    14,084       19,202  
Investment in leases and loans, net
    158,016       184,938  
Deferred financing costs, net
    2,256       2,629  
Other assets
    226       217  
Total assets
  $ 174,648     $ 207,391  
                 
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
               
Liabilities:
               
Debt
  $ 129,783     $ 157,911  
Accounts payable, accrued expenses and other liabilities
    1,199       1,143  
Due to affiliates
    522       190  
Subordinated notes payable
    9,355       9,355  
Total liabilities
    140,859       168,599  
                 
Commitments and contingencies (Note 11)
               
                 
Capital (deficit):
               
General partner
    (766 )     (716 )
Limited partners
    34,123       39,027  
Total partners' capital
    33,357       38,311  
Noncontrolling interest
    432       481  
Total capital
    33,789       38,792  
Total liabilities and capital
  $ 174,648     $ 207,391  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
3

 
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except unit and per unit data)
(Unaudited)

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Revenues:
           
Interest on equipment financings
  $ 2,610     $ 5,847  
Rental income
    452       648  
Gains on sales of equipment and lease dispositions, net
    482       61  
Gain on extinguishment of debt
    -       13,677  
Other income
    338       269  
      3,882       20,502  
                 
Expenses:
               
Interest expense
    3,631       6,746  
Depreciation on operating leases
    353       559  
Provision for credit losses
    2,941       4,549  
General and administrative expenses
    298       378  
Administrative expenses reimbursed to affiliate
    389       739  
Mark to market changes on derivative liabilities
    -       126  
      7,612       13,097  
Net  (loss) income
    (3,730 )     7,405  
Less: Net loss (income) attributable to the noncontrolling interest
    49       (183 )
Net (loss) income attributable to LEAF 4 partners
  $ (3,681 )   $ 7,222  
Net  (loss) income allocated to LEAF 4 limited partners
  $ (3,644 )   $ 7,150  
Weighted average number of limited partner units outstanding during the period
    1,259,537       1,259,537  
Net income (loss) per weighted average limited partner unit
  $ (2.89 )   $ 5.68  

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

 
4


LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statements of Comprehensive (Loss) Income
(Unaudited)

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Net (loss) income
  $ (3,730 )   $ 7,405  
Comprehensive (loss) income
    (3,730 )     7,405  
Comprehensive loss (income) attributable to noncontrolling interest
    49       (183 )
Comprehensive (loss) income attributable to LEAF 4 partners
  $ (3,681 )   $ 7,222  

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

 
5


LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statement of Changes in Partners’ Capital (Deficit)
(In thousands, except unit data)
(Unaudited)

   
General
               
LEAF 4
   
Non-
   
Total
 
   
Partner
   
Limited Partners
   
Partners’
   
Controlling
   
Partners'
 
   
Amount
   
Units
   
Amount
   
Capital
   
Interest
   
Capital
 
Balance, at January 1, 2012
  $ (716 )     1,259,537     $ 39,027     $ 38,311     $ 481     $ 38,792  
Cash distributions paid
    (13 )     -       (1,260 )     (1,273 )     -       (1,273 )
Net loss
    (37 )     -       (3,644 )     (3,681 )     (49 )     (3,730 )
Balance, March 31, 2012
  $ (766 )     1,259,537     $ 34,123     $ 33,357     $ 432     $ 33,789  
 
 The accompanying notes are an integral part of this consolidated financial statement.

 
6


LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net (loss) income attributable to LEAF 4 partners
  $ (3,681 )   $ 7,222  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
               
Gain on extinguishment of debt
    -       (13,677 )
Gains on sales of equipment and lease dispositions, net
    (482 )     (61 )
Amortization of deferred charges and discount on debt
    1,977       3,918  
Depreciation on operating leases
    353       559  
Provision for credit losses
    2,941       4,549  
Net (loss) income  attributable to the noncontrolling interest
    (49 )     183  
Losses on derivative hedging activities
    -       166  
Changes in operating assets and liabilities:
               
Other assets
    (9 )     15  
Accounts payable, accrued expenses, other liabilities
    56       311  
Due to affiliates
    332       107  
Net cash provided by operating activities
    1,438       3,292  
                 
Cash flows from investing activities:
               
Proceeds from leases and loans
    24,271       36,047  
Security deposits returned, net of collections
    (666 )     (227 )
Net cash provided by investing activities
    23,605       35,820  
                 
Cash flows from financing activities:
               
Borrowings of  debt
    -       89,748  
Repayment of  debt
    (29,227 )     (121,971 )
Decrease in restricted cash
    5,118       370  
Increase in deferred financing costs
    -       (1,665 )
Termination of financial derivatives
    -       (2,875 )
Cash distributions to partners
    (1,273 )     (1,274 )
Net cash used in financing activities
    (25,382 )     (37,667 )
                 
(Decrease) increase in cash
    (339 )     1,445  
Cash, beginning of period
    405       394  
Cash, end of period
  $ 66     $ 1,839  
                 
Supplemental Cash Flow Disclosure:
               
Cash paid for interest
  $ 1,486     $ 2,721  

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

 
7

 
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
March 31, 2012
(Unaudited)
 
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
 
LEAF Equipment Finance Fund 4, L.P. (“LEAF 4” or the “Fund”), a Delaware limited partnership, was formed on January 25, 2008 by its general partner, LEAF Asset Management, LLC (the “General Partner”), which manages the Fund. The General Partner is a Delaware limited liability company and a subsidiary of Resource America, Inc. (“RAI”). RAI is a publicly traded company (NASDAQ: REXI) that uses industry specific expertise to evaluate, originate, service and manage investment opportunities through its commercial finance, real estate and financial fund management segments. Through its offering termination date of October 30, 2009, the Fund raised $125.7 million by selling 1.2 million of its limited partner units. It commenced operations in September 2008.
 
The Fund is expected to have a nine-year life, consisting of an offering period of up to two years, a five-year reinvestment period and a subsequent maturity period of two years, during which the Fund’s leases and secured loans will either mature or be sold. In the event the Fund is unable to sell its leases and loans during the maturity period, the Fund expects to continue to return capital to its partners as those leases and loans mature. Substantially all of the Fund’s leases and loans mature by the end of 2015. The Fund expects to enter its maturity period beginning in October 2014. Contractually, the Fund will terminate on December 31, 2032, unless sooner dissolved or terminated as provided in the Limited Partnership Agreement (the “Partnership Agreement”).
 
The Fund acquires diversified portfolios of equipment to finance to end users throughout the United States as well as the District of Columbia and Puerto Rico. The Fund also acquires existing portfolios of equipment subject to existing financings from other equipment finance companies, primarily an affiliate of its General Partner. The primary objective of the Fund is to generate regular cash distributions to its partners from its equipment finance portfolio over the life of the Fund.
 
In addition to its 1% general partnership interest, the General Partner has also invested $1.0 million for a 0.85% limited partnership interest in the Fund.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiary LEAF Receivables Funding 4, LLC. The consolidated financial statements also include LEAF Funds Joint Venture 2, LLC (“LEAF Funds JV2”) and its subsidiaries LEAF Commercial Finance Fund, LLC (LCFF) and LEAF Receivables Funding 6, LLC, as well as LEAF Funding, LLC (“LEAF Funds JV1”) and its wholly owned subsidiaries LEAF Capital Funding III, LLC and LEAF Receivables Funding II, LLC. The Fund maintains a 98%, and 96% ownership interest in LEAF Funds JV2 and LEAF Funds JV1, respectively. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying unaudited financial statements reflect all adjustments that are, in the opinion of management, of a normal and recurring nature and necessary for a fair statement of the Fund’s financial position as of March 31, 2012, and the results of its operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of results of the Fund’s operations for the 2012 fiscal year. The financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting.  Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations. These interim financial statements should be read in conjunction with the Fund’s financial statements and notes thereto presented in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 28, 2012.

The Fund has evaluated subsequent events through the date the financial statements were issued and determined there were no events that have occurred that would require adjustments to the consolidated financial statements.

Reclassification
 
Certain reclassifications have been made to 2011 reported amounts to conform to the current year presentation.  In the statement of operations, renewal income of approximately $84,000 was reclassified to interest on equipment financings from other income for the three months ended March 31, 2011.
 
 
8

 
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)
 
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 estimated 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.

Investments in Commercial Finance Assets
 
The Fund’s investments in commercial finance assets 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 General Partner’s 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 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.  There were no write-downs of equipment during each of the three month periods ended March 31, 2012 or March 31, 2011.
 
Loans. For term loans, the investment in loans consists of the sum of the total future minimum loan payments receivable less unearned finance income. Unearned finance income, which is recognized as revenue over the term of the financing by the effective interest method, represents the excess of the total future minimum contracted loan payments over the cost of the loan. For all other loans, interest income is recorded at the stated rate on the accrual basis to the extent that such amounts are expected to be collected.
 
Allowance for Credit Losses. The Fund evaluates the adequacy of the allowance for credit losses (including investments in leases and loans) based upon, among other factors, management’s historical experience on the portfolios it manages, an analysis of contractual delinquencies, economic conditions and trends and equipment finance portfolio characteristics, adjusted for expected recoveries.  In evaluating historic performance of the Fund’s leases and loans, the Fund performs a migration analysis, which estimates the likelihood that an account progresses through delinquency stages to ultimate charge-off unless individually reviewed for impairment.  In an individual review for impairment the Fund considers the loans performance, probability of repayment, and general and local economic conditions when assessing whether impairment is necessary.
 
Income is not recognized on leases and loans when a default on monthly payment exists for a period of 90 days or more. 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.
 
 
9


LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)
 
Other Income

Other income includes miscellaneous fees charged by the Fund such as late fee income and collection fee income, among others.  Late fee income was $268,000 and $195,000 for the three month periods ended March 31, 2012 and March 31, 2011, respectively, and collection fee income was $37,000 and $25,000 for the three month periods ended March 31, 2012 and March 31, 2011, respectively.
 
Recent Accounting Standards
 
Accounting Standards Recently Adopted

Comprehensive Income - In June 2011, the FASB issued an amendment to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity.  The amendment requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The Fund adopted the two-statement approach for the period beginning January 1, 2012.

Fair Value Measurements - In May 2011, the FASB issued an amendment to revise the wording used to describe the requirements for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend for the amendments to result in a change in the application of the current requirements. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements, such as specifying that the concepts of highest and best use and valuation premise in a fair value measurement are relevant only when measuring the fair value of nonfinancial assets. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements such as specifying that, in the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability. This guidance was adopted by the Fund for the period beginning January 1, 2012 and did not significantly impact the Fund’s consolidated financial statements.
 
NOTE 3 – INVESTMENT IN LEASES AND LOANS
 
The Fund’s investment in leases and loans, net, consists of the following (in thousands):

   
March 31,
   
December 31,
 
 
 
2012
   
2011
 
Direct financing leases (1)
  $ 47,980     $ 56,654  
Loans (2)
    113,163       130,788  
Operating leases
    1,163       1,645  
Future payment card receivables
    -       261  
      162,306       189,348  
Allowance for credit losses
    (4,290 )     (4,410 )
    $ 158,016     $ 184,938  


(1)
The Fund’s direct financing leases are for initial lease terms generally ranging from 24 to 120 months.
(2)
The interest rates on loans generally range from 7% to 14%.

 
10


LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)

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

   
March 31, 2012
   
December 31, 2011
 
   
Leases
   
Loans
   
Leases
   
Loans
 
Total future minimum lease payments
  $ 48,818     $ 126,650     $ 58,450     $ 145,038  
Unearned income
    (3,395 )     (10,023 )     (4,215 )     (11,817 )
Residuals, net of unearned residual income (1)
    3,127       -       3,256       -  
Security deposits
    (570 )     (3,464 )     (837 )     (2,433 )
    $ 47,980     $ 113,163     $ 56,654     $ 130,788  
 

(1)
Unguaranteed residuals for direct financing leases represent the estimated amounts recoverable at lease termination from lease extensions or disposition of the equipment.
 
The Fund’s investment in operating leases, net, consists of the following (in thousands):
   
March 31,
   
December 31,
 
   
2012
   
2011
 
Equipment
  $ 6,219     $ 6,998  
Accumulated depreciation
    (5,056 )     (5,353 )
    $ 1,163     $ 1,645  
 
NOTE 4 – ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

The following table is an age analysis of the Fund’s receivables from leases and loans (presented gross of allowance for credit losses of $4.3 million and $4.4 million) as of March 31, 2012 and December 31, 2011, respectively (in thousands):

   
March 31, 2012
   
December 31, 2011
 
Age of receivable
 
Investment in leases
and loans
   
%
   
Investment in
 leases and loans
   
%
 
Current (a)
  $ 155,966       96.1 %   $ 183,187       96.7 %
Delinquent:
                               
31 to 91 days past due
    3,288       2.0 %     4,118       2.2 %
Greater than 91 days (b)
    3,052       1.9 %     2,043       1.1 %
    $ 162,306       100.0 %   $ 189,348       100.0 %


(a)
Included in this category are approximately $22.6 million and $24.8 million as of March 31, 2012 and December 31, 2011, respectively, of certain loans which are contractually current but are on the cost recovery method due to continued uncertainty as to collectability of future payments due.
(b)
Balances in this age category are collectively evaluated for impairment.

The Fund had $25.6 million and $26.8 million of leases and loans on nonaccrual status as of March 31, 2012 and December 31, 2011, respectively.  The credit quality of the Fund’s investment in leases and loans as of March 31, 2012 and December 31, 2011 are as follows (in thousands):
 
 
11

 
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)
   
March 31,
   
December 31,
 
   
2012
   
2011
 
Performing
  $ 136,677     $ 162,548  
Nonperforming
    25,629       26,800  
    $ 162,306     $ 189,348  

The Company’s investments in non-performing leases and loans as of March 31, 2012 and December 31, 2011 were collectively evaluated for impairment, except for certain asset backed loans that were individually evaluated for impairment. The following table summarizes the activity in the allowance for credit losses (in thousands):

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Allowance for credit losses, beginning of year
  $ 4,410     $ 9,854  
Provision for credit losses
    2,941       4,549  
Charge-offs
    (3,349 )     (3,808 )
Recoveries
    288       259  
Allowance for credit losses end of period
  $ 4,290     $ 10,854  
                 
                 
Allowance for credit loss:
               
Ending balance, individually evaluated for impairment
  $ 2,480     $ -  
Ending balance, collectively evaluated for impairment
    1,810       10,854  
Balance, end of year
  $ 4,290     $ 10,854  
                 
Recorded investment in leases and term loans:
               
Ending balance, individually evaluated for impairment
  $ 22,577     $ 25,495  
Ending balance, collectively evaluated for impairment
    139,729       163,853  
Balance, end of year
  $ 162,306     $ 189,348  

NOTE 5 – DEFERRED FINANCING COSTS
 
As of March 31, 2012 and December 31, 2011, deferred financing costs include $2.3 and $2.6 million, respectively, of unamortized deferred financing costs which are being amortized over the terms of the estimated life of the related debt. Accumulated amortization as of March 31, 2012 and December 31, 2011 was $3.5 million, and $3.1 million, respectively.

 
12

 
 LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)
NOTE 6 –DEBT
 
The Fund’s debt consists of the following (in thousands):
 
                       
December 31,
 
 
March 31, 2012
   
2011
 
           
Outstanding
   
Interest rate per
   
Outstanding
 
 
Type
 
Maturity Date
   
Balance (1) (2)
   
annum
   
Balance (2)
 
2011-1 Term Securitization
Term
    (3 )     46,001    
1.7% to 5.5%
    $ 56,205  
2010-1 Term Securitization
Term
    (4 )     16,831       5.00%       21,825  
2010-3 Term Securitization
Term
    (5 )     66,951    
3.5% to 5.5%
      79,881  
              $ 129,783             $ 157,911  
 

 
(1)
These borrowings are collateralized by specific leases and loans and restricted cash. As of March 31, 2012, $135.4 million of leases and loans and $12.8 million of restricted cash were pledged as collateral under the Fund’s term securitizations. Recourse under these securitizations is limited to the amount of collateral pledged.

 
(2)
The outstanding balances are presented net of unamortized original issue discount of $5.9 million and $7.0 million as of March 31, 2012 and December 31, 2011, respectively.

 
(3)
On January 26, 2011, a previous lender was paid-off with the proceeds from the 2011-1 Term Securitization in which six classes of asset-backed notes were issued that  have varying maturity dates ranging  from December 2018 to December 2023. The asset-backed notes totaled $96.0 million and bear interest at fixed, stated rates ranging from 1.7% to 5.5% and were issued at an original discount of approximately $6.2 million.  As a result of the securitization and cancellation of the term loan, the Fund recognized a gain on extinguishment of debt of $13.7 million.

 
(4)
On May 18, 2010 three classes of asset-backed notes were issued, one that matures on October 23, 2016 and two that mature on September 23, 2018, respectively. The asset-backed notes total $92.7 million and bear interest at a fixed, stated rate of 5% and were issued at an original discount of $6.5 million.

 
(5)
On August 17, 2010 five classes of asset-backed notes were issued, one that matures on June 20, 2016 and 4 that mature on February 20, 2022, respectively. The asset-backed notes total $171.4 million and bear interest at fixed, stated rates ranging from 3.5% to 5.5% and were issued at an original discount of $3.7 million.
 
Debt Repayments:  Excluding $5.9 million of  remaining unamortized discount on the term securitizations, estimated annual principal payments on the Fund’s aggregate borrowings over the next five annual periods ended March 31, and thereafter, are as follows (in thousands):
 
March 31, 2013
  $ 58,292  
March 31, 2014
    43,771  
March 31, 2015
    17,618  
March 31, 2016
    7,774  
March 31, 2017
    5,197  
Thereafter
    3,006  
    $ 135,658  

NOTE 7 – SUBORDINATED NOTES PAYABLE
 
LCFF has $9.4 million of its 8.25% secured subordinated promissory notes (the “Notes”) outstanding, which are recourse to LCFF only. The Notes were issued to private investors and require interest only payments until their maturity in February 2015. LCFF may call or redeem the Notes, in whole or in part, at any time during the interest only period.
 
Covenants:  The Notes are subject to various covenants as set forth in their indenture, including an interest coverage ratio test, which LCFF was not in compliance with as of March 31, 2012.  As a result, the note holders have the right to declare an event of default. If the note holders would declare an event of default they have various rights and remedies available to them including (1) the right to declare all amounts currently outstanding under the Notes as immediately due and payable; (2) the right to take immediate possession of the assets of LCFF; and (3) the right to sell or otherwise dispose of the assets of LCFF in their current condition.  If the note holders choose to repossess and sell LCFF’s assets, such a sale of a portfolio could be at prices lower than its carrying value, which could result in losses to the Company.
 
 
13

 
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)
 
Notwithstanding the foregoing, LCFF is not, nor has been, delinquent on any payments of interest owed to the note holders. LCFF has notified the Trustee of this breach.
 
NOTE 8 – DERIVATIVE INSTRUMENTS

Since the completion of the 2011-1 Term Securitization in January 2011 all of the Fund’s debt is on a fixed-rate basis which generally mitigates the Fund’s exposure to floating-rate interest rate risk on its borrowings.  Accordingly, the Fund no longer purchases or owns derivative instruments.

Prior to termination of the Fund’s interest rate swaps, the Fund recognized changes in fair value of its derivatives in mark to market changes on derivative liabilities on the accompanying statement of operations.  The Fund incurred a loss on mark to market changes on derivative liabilities of $126,000 for the three month period ended March 31, 2011.
 
NOTE 9 – FAIR VALUE MEASUREMENT
 
For cash, receivables and payables, the carrying amounts approximate fair values because of the short term maturity of these instruments. The carrying value of debt approximates fair market value since interest rates approximate current market rates.
 
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the measurement date (exit price). U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.
 
There were no assets or liabilities measured at fair value at March 31, 2012 or December 31, 2011.
 
NOTE 10 – CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH AFFILIATES
The Fund relies on the General Partner and its affiliates to manage the Fund’s operations and pays the General Partner or its affiliates fees to manage the Fund 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):

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Administrative expenses
  $ 389     $ 739  
Management fees
    -       -  
 
Administrative Expenses. The General Partner and its affiliates are reimbursed by the Fund for administrative services reasonably necessary to operate which do not exceed the General Partner’s cost of those fees or services.
 
Management Fees. Pursuant to the Partnership Agreement, the General Partner is entitled to receive a subordinated annual asset management fee equal to 4% of gross rental payments for operating leases or 2% for full payout leases or a competitive fee, whichever is less. During the Fund’s five-year investment period, the management fees will be subordinated to the payment to the Fund’s limited partners of a cumulative annual distribution of 8.5% of their capital contributions, as adjusted by distributions deemed to be a return of capital.  The General Partner has waived all future management fees.  Approximately $538,000 of management fees were waived for the three month period ended March 31, 2012 and $5.2 million have been waived on a cumulative basis.
 
 
14

 
LEAF EQUIPMENT FINANCE FUND 4, L.P. AND SUBSIDIARIES
Notes To Consolidated Financial Statements – (Continued)
March 31, 2012
(Unaudited)
 
Due to Affiliates. Due to affiliates includes amounts due to the General Partner and LEAF Financial related to acquiring and managing portfolios of equipment, management fees and reimbursed expenses.
 
NOTE 11 – COMMITMENTS AND CONTINGENCIES
 
The Fund is party to various routine legal proceedings arising out of the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Fund’s financial condition or results of operations.
 
 
15

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

When used in this Form 10-Q, the words “believes” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties more particularly described in other documents filed with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to forward-looking statements which we may make to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

The following discussion provides an analysis of our operating results, an overview of our liquidity and capital resources and other items related to us. The following discussion and analysis should be read in conjunction with (i) the accompanying interim financial statements and related notes and (ii) our consolidated financial statements, related notes, and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2011.

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

Business

We are a Delaware limited partnership formed on January 25, 2008 by our general partner, LEAF Asset Management, LLC (the “General Partner”), which manages us. Our General Partner is a Delaware limited liability company and a subsidiary of Resource America, Inc. (“RAI”). RAI is a publicly-traded company (NASDAQ: REXI) that uses industry specific expertise to evaluate, originate, service and manage investment opportunities through its commercial finance, real estate and financial fund management segments. Our offering period began on August 12, 2008. Through our offering termination date of October 30, 2009, we raised $125.7 million by selling 1.2 million of our limited partner units. We commenced operations in September 2008.

We are expected to have a nine-year life, consisting of an offering period of up to two years, a five year reinvestment period and a subsequent maturity period of two years, during which our leases and secured loans will either mature or be sold. In the event we are unable to sell our leases and loans during the maturity period, we expect to continue to return capital to our partners as those leases and loans mature. Substantially all of our leases and loans mature by the end of 2015. We expect to enter our maturity period beginning in October 2014. We will terminate on December 31, 2032, unless sooner dissolved or terminated as provided in the Limited Partnership Agreement.

We acquire a diversified portfolio of new, used or reconditioned equipment that we lease to third parties. We also acquire portfolios of equipment subject to existing leases from other equipment lessors. Our financings are typically acquired from LEAF Financial Corporation (“LEAF Financial”), an affiliate of our General Partner and a subsidiary of RAI. In addition, we may make secured loans to end users to finance their purchase of equipment. We attempt to structure our secured loans so that, in an economic sense, there is no difference to us between a secured loan and a full payout equipment lease. We also invest in equipment, leases and secured loans through joint venture arrangements with our General Partner’s affiliated investment programs. We finance business essential equipment including, but not limited to, computers, copiers, office furniture, water filtration systems, machinery used in manufacturing and construction, medical equipment and telecommunications equipment. We focus on the small to mid-size business market, which generally includes businesses with:

 
500 or fewer employees;

 
$1.0 billion or less in total assets;

 
Or 100.0 million or less in total annual sales.

Our principal objective is to generate regular cash distributions to our limited partners.
 
 
16


General Economic Overview

Economic indicators for the quarter ending March 31, 2012 point to continuation of a slow but uncertain recovery from the “Great Recession”.  Among positive trends was further job growth, reduction in jobless claims, and reduction in the unemployment rate.  Growth in manufacturing continued, driven largely by the recovering auto industry.  At the same time rising oil prices and the persistent problems in housing markets pose a serious threat to a sustained pattern of economic growth.  Capital markets remain on edge with the continuing flow of troublesome news related to sovereign debt in the euro-zone.

Certain key indicators of economic activity that were reported in the quarter ending March 31, 2012 are described below.  While these indicators show an overall favorable trend, they also highlight unbalanced economic performance.  While the following uncertainties in the economic outlook persist, and while the economy remains unsettled, our portfolio performance may be affected.

 
·
The National Federation of Independent Business Small-Business Optimism Index posted a gain in February 2012 which was the sixth consecutive month of gains. The National Federation of Independent Business reports that while the increase is a sign that economic recovery is likely to continue, the Index remains at a historically low level.  This is an important economic indicator for us because small businesses comprise the majority of the borrowers and lessees in our portfolio and consequently the health of the small business community is critical to our portfolio performance.
 
·
In March 2012, The National Association of Realtors reported that existing home sales in February 2012 declined from the pace in January 2012 but increased as compared to the prior year period. The National Association of Realtors also reported that the pending home sales index, which is a forward looking indicator, posted a decline in February 2012 as compared to January 2012.
 
·
The S&P Case-Shiller Home Price Index from March 2012 reported annual decreases in home prices of 3.9% and 3.8% for the 10 and 20- City Composite Indices and a decline of 0.8% for both indices in the month of January 2012.
 
·
During March 2012 the nation added 120,000 jobs and the unemployment rate at the end of March 2012 fell to 8.2% from 8.5% at the end of December 2011.
 
·
The Institute of Supply Management reported, in March 2012, a broad based growth in U.S. manufacturing.  The Institute of Supply Management’s Employment Index also grew in March 2012, the 30th consecutive month of such gains, which generally supports the national job growth trends.
 
·
The Equipment Lease and Finance Foundation’s Monthly Confidence Index in March 2012 was 61.7, up significantly from the December 2011 Index of 57.2.    This signifies general optimism among members of the equipment leasing and finance industry fueled largely by growth in business volumes and improving receivables performance.  Similarly the March 2012 Credit Manager’s Index published by the National Association of Credit Managers increased to 56.2 from 54.4 in December 2011 driven largely by growth in new business, improved business payment habits, and declines in business bankruptcies.
 
 
17

 
Finance Receivables and Asset Quality
 
Information about our portfolio of commercial finance assets is as follows (dollars in thousands):

   
March 31,
   
December 31,
 
   
2012
   
2011
 
Investment in leases and loans, net
  $ 158,016     $ 184,938  
                 
Number of contracts
    9,200       10,000  
Number of individual end users (a)
    8,200       9,000  
Average original equipment cost
  $ 59.1     $ 59.6  
Average initial lease term (in months)
    58       58  
Average remaining lease term (in months)
    19       23  
States accounting for more than 10% of lease and loan portfolio:
               
New York
    16 %     15 %
California
    11 %     12 %
                 
Types of equipment accounting for more than 10% of lease and loan portfolio:
               
Medical equipment
    22 %     22 %
Industrial equipment
    20 %     20 %
Restaurant equipment
    11 %     11 %
Asset based lending
    11 %     10 %
                 
Types of businesses accounting for more than 10% of lease and loan portfolio:
               
Services
    43 %     44 %
Finance/Insurance/Real Estate
    19 %     18 %
Retail trade
    17 %     17 %


(a)
Located in the 50 states as well as the District of Columbia and Puerto Rico. No individual end user or single piece of equipment accounted for more than 10% of our portfolio based on the origination amount.
 
 
18

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

   
As of and for the
 
   
Three Months Ended March 31,
 
               
Change
 
   
2012
   
2011
    $       %  
Investment in leases and loans before allowance for credit losses
  $ 162,306     $ 303,892     $ (141,586 )     (47 )%
Less: allowance for credit losses
    4,290       10,854       (6,564 )     (60 )%
Investment in leases and loans, net
  $ 158,016     $ 293,038     $ (135,022 )     (46 )%
                                 
Weighted average investment in direct financing leases and loans before allowance for credit losses
  $ 173,547     $ 314,733     $ (141,186 )     (45 )%
Non-performing assets
  $ 25,629     $ 41,116     $ (15,487 )     (38 )%
Charge-offs, net of recoveries
  $ 3,061     $ 3,549     $ (488 )     (14 )%
As a percentage of finance receivables:
                               
Allowance for credit losses
    2.64 %     3.57 %                
Non-performing assets
    15.79 %     13.53 %                
As a percentage of weighted average finance receivables:
                               
Charge-offs, net of recoveries
    1.76 %     1.13 %                
 
Our allowance for credit losses is our estimate of losses inherent in our commercial finance receivables. The allowance is based on factors which include our historical loss experience on equipment finance portfolios we manage, an analysis of contractual delinquencies, current economic conditions and trends and equipment finance portfolio characteristics, adjusted for recoveries. In evaluating historic performance of our leases and loans, we perform a migration analysis, which estimates the likelihood that an account progresses through delinquency stages to ultimate charge-off unless individually reviewed for impairment.  In an individual review for impairment we consider the loans performance, probability of repayment, and general and local economic conditions when assessing whether impairment is necessary. Our policy is to charge-off to the allowance those financings for which management has determined the probability of collection to be remote. Substantially all of our assets are collateral for our debt and, therefore, significantly greater delinquencies than anticipated will have an adverse impact on our cash flow and distributions to our partners.

 We focus on financing equipment used by small to mid-sized businesses. The recent economic recession in the U.S. has made it more difficult for some of our customers to make payments on their financings with us on a timely basis, which has adversely affected our operations in the form of higher delinquencies. These higher delinquencies may continue as the U.S. economy recovers.  Non-performing assets increased to 15.79% at March 31, 2012 as compared to 13.53% at March 31, 2011, primarily due to continued non-performance of certain non-performing asset based loans.  However, the aging of receivables greater than 91 days past due improved to 1.9% of the portfolio at March 31, 2012 compared to 5.1% at March 31, 2011, which led to a slight decrease in our allowance for credit losses as a percentage of finance receivables period over period.

Our net charge-offs decreased in the 2012 period compared to the 2011 period due to a decrease in the size of our portfolio of leases and loans.
 
Critical Accounting Policies
 
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and cost and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including the allowance for credit losses and the estimated unguaranteed residual values of leased equipment, 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.
 
 
19


For a complete discussion of our critical accounting policies and estimates, see our annual report on Form 10-K for fiscal 2011 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Critical Accounting Policies and Estimates.”  There have been no material changes to these policies through March 28, 2012.
 
Results of Operations
As discussed previously, the economic recession has negatively impacted our operating results primarily through increased rates of default on outstanding leases and loans and increased costs of borrowing from our lenders.  These factors have resulted in our inability to reinvest earnings in additional leases and loans, leading to a decrease in our portfolio balance and a reduction in cash generated to continue to support distributions to our limited partners.

Three months ended March 31, 2012 compared to three months ended March 31, 2011 (dollars in thousands):
 
         
Increase (Decrease)
 
   
2012
   
2011
    $       %  
Revenues:
                         
Interest on equipment financings
  $ 2,610     $ 5,847     $ (3,237 )     (55 )%
Rental income
    452       648       (196 )     (30 )%
Gains on sales of equipment and lease dispositions, net
    482       61       421       690 %
Gain on extinguishment of debt
    -       13,677       (13,677 )     (100 )%
Other income
    338       269       69       26 %
      3,882       20,502       (16,620 )     (81 )%
                                 
Expenses:
                               
Interest expense
    3,631       6,746       (3,115 )     (46 )%
Depreciation on operating leases
    353       559       (206 )     (37 )%
Provision for credit losses
    2,941       4,549       (1,608 )     (35 )%
General and administrative expenses
    298       378       (80 )     (21 )%
Administrative expenses reimbursed to affiliate
    389       739       (350 )     (47 )%
Mark to market changes on derivative liabilities
    -       126       (126 )     (100 )%
      7,612       13,097       (5,485 )     (42 )%
Net  (loss) income
    (3,730 )     7,405       (11,135 )        
Less: Net loss (income) attributable to the noncontrolling interest
    49       (183 )     232          
Net (loss) income attributable to LEAF 4 partners
  $ (3,681 )   $ (183 )   $ (3,498 )        
Net  (loss) income allocated to LEAF 4 limited partners
  $ (3,644 )   $ (181 )   $ (3,463 )        
 
The decrease in total revenues was primarily attributable to the following:
 
 
A decrease in interest on equipment financings and rental income. Our weighted average net investment in financing assets decreased to $173.5 million for the three months ended March 31, 2012 as compared to $314.7 million for the three months ended March 31, 2011, a decrease of $141.2 million or 45%.
 
 
A non-recurring gain on extinguishment of debt of $13.7 million for the three months ended March 31, 2011 related to the payoff and termination of a previous credit facility.
 
These decreases in total revenue were offset, in part, by an increase in gains on sales of equipment. Gains or losses can vary significantly from period to period.
 
The decrease in total expenses was primarily a result of the following:
 
 
A decrease in interest due to our decrease in average debt outstanding. Average borrowings for the three months ended March 31, 2012 and 2011 were $143.6 million and $277.6 million, respectively. The interest expense reduction was primarily driven by the reduction in the size of our portfolio of leases and loans.
 
 
A decrease in our provision for credit losses is principally due to a decrease of our equipment financing portfolio and an improvement in the aging of our receivables. The aging of our receivables greater than 91 days past due improved to 1.9% of the portfolio at March 31, 2012 compared to 5.1% at March 31, 2011.
 
 
A decrease in administrative expenses reimbursed to affiliates occurred due to the reduction in the size of our portfolio.
 
 
20

 
 
A decrease in mark to market changes on derivative liabilities. Subsequent to our 2011-1 Term Securitization all of our debt was on a fixed rate basis and accordingly, we terminated all of our outstanding interest rate swaps.
 
The net income (loss) per limited partner unit, after the net income (loss) allocated to our General Partner, for the three months ended March 31, 2012 and 2011 was $(2.89) and $5.68, respectively, based on a weighted average number of limited partner units outstanding of 1,259,537 each period.
 
Liquidity and Capital Resources
 
General
Our major source of liquidity is from the collection of lease and loan payments.  Our primary cash requirements, in addition to normal operating expenses, are for debt service, investment in leases and loans and distributions to partners.
 
We believe at this time that future net cash inflows will be sufficient to finance operations and meet debt service payments. The following table sets forth our sources and uses of cash for the periods indicated (in thousands):

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Net cash provided by operating activities
  $ 1,438     $ 3,292  
Net cash provided by investing activities
    23,605       35,820  
Net cash used in financing activities
    (25,382 )     (37,667 )
(Decrease) increase in cash
  $ (339 )   $ 1,445  
 
Cash decreased by $339,000 due to debt repayments of $29.2 million and distributions to partners of $1.3 million, partially offset by net proceeds from lease and loan assets of $23.6 million, a reduction in our restricted cash of $5.1 million, and a decrease in cash provided by operating activities to $1.4 million.
 
Partner’s distributions paid for the three months ended March 31, 2012 and March 31, 2011 were $1.3 million. Cumulative partner distributions paid from our inception to March 31, 2012 were approximately $21.4 million. To date, limited partners have received total distributions of approximately 17% of their original amount invested, depending upon when the investment was made.   Partner distributions for the three months ended March 31, 2012 and 2011 were made at a rate of 4.0% of capital invested. Future cash distributions are not guaranteed and are solely dependent on our performance and are impacted by a number of factors which include lease and loan defaults by our customers and prevailing economic conditions.
 
Beginning August 1, 2010, our General Partner waived its asset management fee and subsequently waived all future management fees. Through March 31, 2012, the General Partner has waived $5.2 million of asset management fees, of which $539,000 related to the three months ended March 31, 2012.
 
 Borrowings
Our borrowing relationships each require the pledging of eligible leases and loans to secure amounts advanced. Borrowings outstanding under our debt facilities as of March 31, 2012 were as follows (in thousands):

           
Amount
   
Amount of
 
 
Type
 
Maturity
   
Outstanding
   
Collateral (1)
 
2011-1 Term Securitization
Term
    (2 )   $ 46,001     $ 49,312  
2010-1 Term Securitization
Term
    (3 )     16,831       21,715  
2010-3 Term Securitization
Term
    (4 )     66,951       77,142  
              $ 129,783     $ 148,169  
 
(1)
These borrowings are collateralized by specific leases and loans and restricted cash. As of March 31, 2012, $135.4 million of leases and loans and $12.8 million of restricted cash were pledged as collateral under the Fund’s term securitizations. Recourse under these securitizations is limited to the amount of collateral pledged.

(2)
On January 26, 2011, a previous lender was paid-off with the proceeds from the 2011-1 Term Securitization in which six classes of asset-backed notes were issued that  have varying maturity dates ranging  from December 2018 to December 2023. The asset-backed notes totaled $96.0 million and bear interest at fixed, stated rates ranging from 1.7% to 5.5% and were issued at an original discount of approximately $6.2 million.  As a result of the securitization and cancellation of the term loan, we recognized a gain on extinguishment of debt of $13.7 million.
 
 
21

 
(3)
On May 18, 2010 three classes of asset-backed notes were issued, one that matures on October 23, 2016 and two that mature on September 23, 2018, respectively. The asset-backed notes total $92.7 million and bear interest at a fixed, stated rate of 5% and were issued at an original discount of $6.5 million.

(4)
On August 17, 2010 five classes of asset-backed notes were issued, one that matures on June 20, 2016 and 4 that mature on February 20, 2022, respectively. The asset-backed notes total $171.4 million and bear interest at fixed, stated rates ranging from 3.5% to 5.5% and were issued at an original discount of $3.7 million.
 
In addition to the above borrowings, LEAF Commercial Finance Fund, LLC (“LCFF”), a subsidiary of LEAF Funds JV2, has $9.4 million of its 8.25% secured subordinated promissory notes (the “Notes”) outstanding, which are recourse to LCFF only. The Notes were issued to private investors and require interest only payments until their maturity in February 2015. LCFF may call or redeem the Notes, in whole or in part, at any time during the interest only period.
 
The Notes are subject to various covenants as set forth in their indenture, including an interest coverage ratio test, which LCFF was not in compliance with as of March 31, 2012.  As a result, the note holders have the right to declare an event of default.  If the note holders would declare an event of default they have various rights and remedies available to them including (1) the right to declare all amounts currently outstanding under the Notes as immediately due and payable; (2) the right to take immediate possession of the assets of LCFF; and (3) the right to sell or otherwise dispose of the assets of LCFF in their current condition.  If the note holders choose to repossess and sell LCFF’s assets, such a sale of a portfolio could be at prices lower than its carrying value, which could result in losses to us.
 
Notwithstanding the foregoing, LCFF is not, nor has been, delinquent on any payments of interest owed to the note holders.  LCFF has notified the Trustee of this breach.
 
Our primary source of liquidity comes from payments on our lease and loan portfolio. Our liquidity has been and could be further adversely affected by higher than expected equipment lease defaults, which results in a loss of revenues. These losses may adversely affect our ability to make distributions to our partners and, if the level of defaults are sufficiently large, may result in our inability to fully recover our investment in the underlying equipment. As our lease portfolio ages, and if the recovery in the United States economy falters for a substantial period of time, we may need to increase our allowance for credit losses.
 
Our primary use of cash is for debt service. Substantially all of our leases and loans are collateral for our debt, however, all of our debt is non-recourse to the partnership which limit our financial exposure. Repayment of our debt is based on the payments we receive from our customers. If a lease or loan becomes delinquent our lender uses the excess collateral from performing leases to repay our loan, even though our customer has not paid us. Therefore, higher than expected lease and loan defaults will reduce our liquidity.
 
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.

 
22

 
– 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 4
– CONTROLS AND PROCEDURES
 
Disclosure Controls
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
Under the supervision of our General Partner’s chief executive officer and chief financial officer, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our General Partner’s chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level discussed above.
 
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 March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
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PART II. OTHER INFORMATION
 
– EXHIBITS
 
Exhibit
   
No.
 
Description
  3.1
 
Certificate of Limited Partnership (1)
  3.2
 
Amended and Restated Agreement of Limited Partnership (2)
  3.3
 
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of LEAF Equipment Finance Fund 4, L.P. (7)
  4.1
 
Forms of letters sent to limited partners confirming their investment (1)
10.1
 
Form of Origination and Servicing Agreement Among LEAF Financial Corporation, LEAF Equipment Finance Fund 4, LP and LEAF Funding, Inc. (1)
10.2
 
Indenture by and between LEAF Commercial Finance Fund, LLC and U.S. Bank National Association (3)
10.3
 
Amended and Restated Limited Liability Company Agreement of LEAF Commercial Finance Fund, LLC(3)
10.4
 
Limited Liability Company Agreement of LEAF Funds Joint Venture 2, LLC (3)
10.5
 
Indenture between LEAF Receivables Funding 2, LLC and U.S. Bank National Association dated as of May 1, 2010 (4)
10.6
 
Indenture between LEAF Receivables Funding 4, LLC and U.S. Bank National Association dated as of July 4, 2010 (5)
10.7
 
Indenture between LEAF Receivables Funding 6, LLC and U.S. Bank National Association dated as of January 6, 2011 (6)
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
 
Interactive data file containing the following financial statements formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at March 31, 2012 and December 31, 2011; (ii) the Consolidated Statements of Operations for the three month periods ended March 31, 2012 and 2011; (iii) the Consolidated Statements of Comprehensive Income for the three month period ended March 31, 2012; (iv) the Consolidated Statements of Changes in Partners’ (Deficit) Capital for the three month period ended March 31, 2012; (iv) the Consolidated Statements of Cash Flows for the periods ended March 31, 2012 and 2011; and, (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text. 
 

 
(1)
Filed previously as an exhibit to our Registration Statement on Form S-1 filed on March 24, 2008 and by this reference incorporated herein.
 
(2)
Filed previously as an exhibit to Form 8-A on May 8, 2009 and by this reference incorporated herein.
 
(3)
Filed previously on May 12, 2009 in Post-Effective Amendment No. 1 as an exhibit to our Registration Statement and by this reference incorporated herein.
 
(4)
Filed previously as an exhibit to our Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2010 and by this reference incorporated herein.
 
(5)
Filed previously as an exhibit to our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2010 and by this reference incorporated herein.
 
(6)
Filed previously as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and by this reference incorporated herein.
 
(7)
Filed previously as an exhibit to form 8-K on October 20, 2011 and by this reference incorporated herein.
 
 
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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.
 
 
LEAF EQUIPMENT FINANCE FUND 4, L.P.
 
A Delaware Limited Partnership
     
 
By:
LEAF Asset Management, LLC, the General Partner
     
May 15, 2012
By:
/s/ CRIT S. DEMENT
   
Crit S. DeMent
   
Chief Executive Officer
     
May 15, 2012
By:
/s/ ROBERT K. MOSKOVITZ
   
Robert K. Moskovitz
   
Chief Financial Officer
 
 
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