UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the United States Securities Exchange Act of 1934 ----------------------- For Quarter Ended March 31, 1996 Commission File No. 2-84106 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (Exact name of registrant as specified in its charter) Massachusetts 04-2791213 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Financial Center, 21st Floor, Boston, MA 02111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 482-8000 ---------------------- Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 ___ There are no Exhibits. Page 1 of 12 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) INDEX Page No. Part I. FINANCIAL INFORMATION Financial Statements Balance Sheets as of March 31, 1996 and December 31, 1995 3 Statements of Operations For the Quarters Ended March 31, 1996 and 1995 4 Statements of Cash Flows For the Quarters Ended March 31, 1996 and 1995 5 Notes to Financial Statements 6 - 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 9 Computer Equipment Portfolio 10 Part II. OTHER INFORMATION Items 1 - 6 11 Signature 12 PART I. FINANCIAL INFORMATION WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Balance Sheets Assets (Unaudited) (Audited) 3/31/96 12/31/95 Investment property, at cost (note 3): Computer equipment $ 508,534 $ 509,398 Less accumulated depreciation 508,534 509,398 --------------- --------------- Investment property, net - - Cash and cash equivalents 28,565 41,170 Rents receivable, net (note 2) 24,499 18,460 Accounts receivable - affiliates, net (notes 2 & 4) 10,696 13,135 --------------- --------------- Total assets $ 63,760 $ 72,765 =============== =============== Liabilities and Partners' Equity Liabilities: Accounts payable and accrued expenses - affiliates (note 4) $ 9,301 $ 4,478 Accounts payable and accrued expenses 25,374 25,165 Unearned rental revenue - 206 Distribution payable 1,980 - --------------- --------------- Total liabilities 36,655 29,849 --------------- --------------- Partners' equity: General Partner: Capital contribution 1,000 1,000 Cumulative net income 546,874 544,894 Cumulative cash distributions (547,874) (545,894) --------------- --------------- - - --------------- --------------- Limited Partners (15,050 units): Capital contribution, net of offering costs 6,710,991 6,710,991 Cumulative net income 3,725,753 3,703,939 Cumulative cash distributions (10,409,639) (10,372,014) --------------- --------------- 27,105 42,916 --------------- --------------- Total partners' equity 27,105 42,916 --------------- --------------- Total liabilities and partners' equity $ 63,760 $ 72,765 =============== =============== See accompanying notes to financial statements. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Statements of Operations For the Quarters Ended March 31, 1996 and 1995 (Unaudited) 1996 1995 --------------- --------------- Revenue: Rental income $ 36,023 $ 31,429 Interest income 218 3,117 Net gain on sale of equipment 231 13,625 Recovery of net unsecured pre-petition claim (note 5) 123 - --------------- --------------- Total revenue 36,595 48,171 --------------- --------------- Costs and expenses: Interest - 1,120 Related party expenses (note 4): Management fees 2,312 6,095 General and administrative 10,489 9,639 --------------- --------------- Total costs and expenses 12,801 16,854 --------------- --------------- Net income $ 23,794 $ 31,317 =============== =============== Net income per Limited Partnership Unit $ 1.45 $ 1.75 =============== =============== See accompanying notes to financial statements. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Statements of Cash Flows For the Quarters Ended March 31, 1996 and 1995 (Unaudited) 1996 1995 ---- ---- Cash flows from operating activities: Net income $ 23,794 $ 31,317 --------------- --------------- Adjustments to reconcile net income to net cash provided by operating activities: Net gain on sale of equipment (231) (13,625) Net (increase) decrease in current assets (3,600) 99,252 Net increase (decrease) in current liabilities 4,826 (4,208) --------------- --------------- Total adjustments 995 81,419 --------------- --------------- Net cash provided by operating activities 24,789 112,736 --------------- --------------- Cash flows from investing activities: Proceeds from sales of investment property 231 24,541 --------------- --------------- Net cash provided by investing activities 231 24,541 --------------- --------------- Cash flows from financing activities: Cash distributions to partners (37,625) (94,063) --------------- --------------- Net cash used in financing activities (37,625) (94,063) --------------- --------------- Net (decrease) increase in cash and cash equivalents (12,605) 43,214 Cash and cash equivalents at beginning of period 41,170 232,893 --------------- --------------- Cash and cash equivalents at end of period $ 28,565 $ 276,107 =============== =============== Supplemental cash flow information: Interest paid during the period $ - $ 1,120 =============== =============== See accompanying notes to financial statements. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Notes to Financial Statements For the Quarters Ended March 31, 1996 and March 31, 1995 (Unaudited) (1) Organization and Partnership Matters The foregoing financial statements of Wellesley Lease Income Limited Partnership A (the "Partnership") have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q and reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Pursuant to such rules and regulations, certain note disclosures which are normally required under generally accepted accounting principles have been omitted. It is recommended that these financial statements be read in conjunction with the Partnership's Annual Report on Form 10-K for the year ended December 31, 1995. (2) Summary of Significant Accounting Policies Allowance for Doubtful Accounts The financial statements include an allowance for estimated losses on receivable balances. The allowance for doubtful accounts is based on past write off experience and an evaluation of potential uncollectible accounts within the current receivable balances. Receivable balances which are determined to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance. At March 31, 1996 and December 31, 1995, the allowance for doubtful accounts included in rents receivable was $2,035. The allowance for doubtful accounts included in accounts receivable-affiliates was $674 and $797, at March 31, 1996 and December 31, 1995, respectively, both of which pertain to net unsecured pre-petition claim balance. (3) Investment Property At March 31, 1996, the Partnership owned capital equipment with a cost basis of $508,534, subject to existing leases, awaiting re-lease or sale. All purchases of computer equipment are subject to a 3% acquisition fee paid to the General Partner. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Notes to Financial Statements For the Quarters Ended March 31, 1996 and March 31, 1995 (Unaudited) (4) Related Party Transactions Fees, commissions and other expenses paid or accrued by the Partnership to the General Partner or affiliates of the General Partner for the quarters ended March 31, 1996 and 1995 are as follows: 1996 1995 ---- ---- Management fees $ 2,312 $ 6,095 Reimbursable expenses paid 13,082 10,247 ------------ -------------- $ 15,394 $ 16,342 ============ ============== Under the terms of the Partnership Agreement, the General Partner is entitled to an equipment acquisition fee of 3% of the purchase price paid by the Partnership for the equipment. The General Partner is also entitled to a management fee equal to 7% of the monthly rental billings collected. In addition, the Partnership reimburses the General Partner and its affiliates for certain expenses incurred by them in connection with the operation of the Partnership. (5) Bankruptcy of Continental Information Systems Corporation On January 19, 1996, the Partnership received the fourth distribution from the Trustee of the Liquidating Estate, et al, ("the Trustee") with respect to the net unsecured pre-petition claim. The distribution consisted of cash proceeds of $123. Following the Trustee's fourth distribution, the Partnership has a remaining unsecured pre-petition claim balance of $674 as of March 31, 1996 (see note 6). (6) Subsequent Events On April 19, 1996, the Partnership received the fifth distribution from the Trustee with respect to the net unsecured pre-petition claim. The distribution consisted of cash proceeds of $233. Following the Trustee's fifth distribution, the Partnership has a remaining unsecured pre-petition claim balance of $441 as of April 19, 1996. The General Partner anticipates that the Liquidating Estate will make future distributions on the remaining outstanding claim balance, although it is not possible at this time to determine when these distributions will be made. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) Results of Operations The following discussion relates to the Partnership's operations for the quarter ended March 31, 1996 in comparison to the quarter ended March 31, 1995. The Partnership realized net income of $23,794 and $31,317 for the quarters ended March 31, 1996 and 1995, respectively. Rental income increased $4,594 or 15%. The increase in rental income relates to a sale of equipment previously on lease to Halliburton. The sale was executed in January, 1995 with a sale date of December, 1994, causing a $4,600 adjustment to rental income for the quarter ended March 31, 1995. Interest income decreased $2,899 as a result of lower average short-term investment balances held during the current quarter. The decrease in net gain on the sale of equipment is primarily due to fewer equipment sales in the quarter ended March 31, 1996. The recovery of net unsecured pre-petition claim of $123 for the quarter ended March 31, 1996 was the result of the receipt of the Trustee's fourth distribution on the fully reserved unsecured pre-petition receivable. Total costs and expenses decreased $4,053 or 24% in 1996 primarily as a result of lower management fees expense. Management fees have decreased with the overall rise in outstanding rent receivables. General and administrative expenses remained relatively flat between the two periods. The Partnership recorded net income per Limited Partnership Unit of $1.45 and $1.75 for the quarters ended March 31, 1996 and 1995, respectively. The allocation for the quarters ended March 31, 1996 and 1995, includes a cost recovery allocation of profit and loss among the General and Limited Partners which results in an allocation of net profit and loss to the Limited Partners. This cost recovery allocation is required to maintain capital accounts consistent with the distribution provisions of the Partnership Agreement. In certain periods, the cost recovery of profit and loss may result in an allocation of net loss to the Limited Partners in instances when the Partnership's operations were profitable for the period. Liquidity and Capital Resources For the quarter ended March 31, 1996, rental revenue generated from operating leases was the primary source of funds for the Partnership. As equipment leases terminate, the General Partner determines if the equipment will be extended to the same lessee, remarketed to another lessee, or if it is less marketable, sold. This decision is made upon analyzing which options would generate the most favorable results. Rental income will continue to decrease due to two factors. The first factor is the lower rate obtained due to the remarketing of existing equipment upon the expiration of the original lease. Typically the remarketed rates are lower due to the decrease in useful life of the equipment. Secondly, the increasing change of technology in the computer industry usually decreases the demand for older equipment, thus increasing the possibility of obsolescence. Both of these factors together will cause remarketed rates to be lower than original rates and will cause certain leases to terminate upon expiration. Future rental revenues amount to $33,002 and are to be received during the current year. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) During the fourth quarter of 1993, the General Partner announced its intentions of winding down the operations of the Partnership beginning in 1994. The General Partner had reevaluated its decision to close the Partnership in 1995 based on the Partnership's forecasted cash flows for 1995 and 1996. The General Partner currently expects to wind down the operations of the Partnership in 1996. It is anticipated that substantially all of the assets will be liquidated and the proceeds will be used to settle all outstanding liabilities and to make a final distribution. The Partnership will not be terminated until the unsecured pre-petition claim against CIS has been settled and the remaining proceeds have been distributed to the Partners. The Partnership's investing activities for the year resulted in equipment sales with a cost basis of $864, generating $231 in proceeds. The Partnership has no material capital expenditure commitments and will not purchase equipment in the future as the Partnership has reached the end of its reinvestment period and has announced its intentions of winding down the Partnership during 1996. Cash distributions are currently at an annual level of 1% per Limited Partnership Unit, or $1.25 per Limited Partnership Unit on a quarterly basis. For the quarter ended March 31, 1996, the Partnership declared a cash distribution of $19,803, of which $990 is allocated to the General Partner and $18,813 is allocated to the Limited Partners. The distribution will be made on May 29, 1996. The Partnership expects distributions to continue paying at or near this level in the future. The effects of inflation have not been significant to the Partnership and are not expected to have any material impact in future periods. On January 9, 1996, TLP Holding LLC purchased all the common stock of TLP Leasing Programs, Inc. from CMI Holding Co. Under the new ownership, it is expected that TLP Leasing Programs, Inc. will continue to operate in the same manner of business as it has in the past. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Computer Equipment Portfolio (Unaudited) March 31, 1996 Lessee Allied Signal Corporation Apprise Corporation Carlon, Incorporated Halliburton Company Hughes Aircraft Company, Incorporated Maryland Casualty Insurance, Incorporated Snap on Tools, Incorporated Equipment Description Acquisition Price Computer Peripherals $ 508,534 ================ PART II. OTHER INFORMATION WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (A Massachusetts Limited Partnership) Item 1. Legal Proceedings Response: None Item 2. Changes in the Rights of the Partnership's Security Holders Response: None Item 3. Defaults by the Partnership on its Senior Securities Response: None Item 4. Results of Votes of Security Holders Response: None Item 5. Other Information Response: None Item 6. Exhibits and Reports on Form 8-K Response: A. None B. None SIGNATURE 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. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP A (Registrant) By: Wellesley Leasing Partnership, its General Partner By: TLP Leasing Programs, Inc., one of its Corporate General Partners By: Arthur P. Beecher, President Date: May 14, 1996