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 The Quarter Ended September 30, 1996 Commission File No. 33-18859
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(Exact name of registrant as specified in its charter)
Massachusetts 04-2985041
(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 14
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
INDEX Page No.
Part I. FINANCIAL INFORMATION
Financial Statements
Balance Sheets as of September 30, 1996 and December 31, 1995 3
Statements of Operations For the Quarters Ended
September 30, 1996 and 1995 and For the Nine Months Ended
September 30, 1996 and 1995 4
Statements of Cash Flows For the Nine Months Ended
September 30, 1996 and 1995 5
Notes to Financial Statements 6 - 8
Management's Discussion and Analysis of Financial Condition
and Results of Operations 9 - 11
Computer Equipment Portfolio 12
Part II. OTHER INFORMATION
Items 1 - 6 13
Signature 14
PART I. FINANCIAL INFORMATION
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Balance Sheets
Assets (Unaudited) (Audited)
9/30/96 12/31/95
---------------- ----------------
Investment property, at cost (note 3):
Computer equipment $ 5,530,301 $ 7,388,216
Less accumulated depreciation 4,192,793 5,674,559
---------------- ----------------
Investment property, net 1,337,508 1,713,657
Cash and cash equivalents 19,297 336,360
Rents receivable, net (note 2) 66,573 125,765
Account receivable - affiliates 47,612 43,054
Sales receivable, net (note 2) - 16,069
Marketable securities (note 7) 4,235 4,644
---------------- ----------------
Total assets $ 1,475,225 $ 2,239,549
================ ================
Liabilities and Partners' Equity
Liabilities:
Current portion of long-term debt (note 6) $ 497,432 $ 491,254
Notes payable - affiliate (note 5) 123,600 -
Accounts payable and accrued expenses - affiliates (note 4) 38,890 420,457
Accounts payable and accrued expenses 152,279 237,953
Unearned rental revenue 16,339 27,685
Long-term debt, less current portion (note 6) 239,214 469,249
---------------- ----------------
Total liabilities 1,067,754 1,646,598
---------------- ----------------
Partners' equity:
General Partner:
Capital contribution 1,000 1,000
Cumulative net income 605,337 476,748
Cumulative cash distributions (606,325) (588,414)
Unrealized losses on marketable securities (note 7) (12) (8)
---------------- ----------------
- (110,674)
---------------- ----------------
Limited Partners (27,226 units):
Capital contribution, net of offering costs 12,148,459 12,148,459
Cumulative net loss (200,935) (245,511)
Cumulative cash distributions (11,538,837) (11,198,512)
Unrealized losses on marketable securities (note 7) (1,216) (811)
---------------- ----------------
407,471 703,625
---------------- ----------------
Total partners' equity 407,471 592,951
---------------- ----------------
Total liabilities and partners' equity $ 1,475,225 $ 2,239,549
================ ================
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Statements of Operations
(Unaudited)
Quarters Ended Nine Months Ended
September 30, September 30,
-------------------------------- ----------------------------------
1996 1995 1996 1995
-------------------------------- ----------------------------------
Revenue:
Rental income $ 384,183 $ 477,195 $ 1,217,046 $ 1,374,914
Interest income 957 3,954 3,712 18,798
Recovery of net unsecured
pre-petition claim - 6,147 - 10,757
Net gain on sale
of equipment 464 3,880 3,685 5,396
------------- -------------- -------------- ---------------
Total revenue 385,604 491,176 1,224,443 1,409,865
------------- -------------- -------------- ---------------
Costs and expenses:
Depreciation 71,238 380,807 755,684 1,188,112
Interest 19,510 13,874 65,713 36,885
Related party expenses (note 4):
Management fees 27,620 25,504 92,577 77,601
General and administrative 37,258 30,707 114,236 94,407
Provision for (reversal of)
doubtful accounts 16,874 (2,028) 23,068 1,638
------------- -------------- -------------- ---------------
Total costs and expenses 172,500 448,864 1,051,278 1,398,643
------------- -------------- -------------- ---------------
Net income $ 213,104 $ 42,312 $ 173,165 $ 11,222
============= ============== ============== ===============
Net income (loss) per Limited
Partnership Unit $ 3.21 $ 1.28 $ (7.38) $ (1.29)
============= ============== ============== ===============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Statements of Cash Flows
For the Nine Months Ended September 30, 1996 and 1995
(Unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net income $ 173,165 $ 11,222
-------------- ---------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 755,684 1,188,112
Provision for doubtful accounts 23,068 1,638
Net gain on sale of equipment (3,685) (5,396)
Net decrease (increase) in current assets 47,635 (42,560)
Net decrease in current liabilities (478,587) (4,830)
-------------- ---------------
Total adjustments 344,115 1,136,964
-------------- ---------------
Net cash provided by operating activities 517,280 1,148,186
-------------- ---------------
Cash flows from investing activities:
Purchase of investment property (506,622) (1,113,637)
Proceeds from sales of investment property 130,772 251,375
-------------- ---------------
Net cash used in investing activities (375,850) (862,262)
-------------- ---------------
Cash flows from financing activities:
Proceeds from borrowing on notes payable 223,600 -
Principal payments on notes payable (100,000) -
Proceeds from borrowing on long-term debt 189,942 344,520
Principal payments on long-term debt (413,799) (261,643)
Cash distributions to partners (358,236) (917,083)
-------------- ---------------
Net cash used in financing activities (458,493) (834,206)
-------------- ---------------
Net decrease in cash and cash equivalents (317,063) (548,282)
Cash and cash equivalents at beginning of period 336,360 843,110
-------------- ---------------
Cash and cash equivalents at end of period $ 19,297 $ 294,828
============== ===============
Supplemental cash flow information:
Interest paid during the period $ 59,461 $ 36,886
============== ===============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Notes to Financial Statements
For the Nine Months Ended September 30, 1996 and September 30, 1995
(Unaudited)
(1) Organization and Partnership Matters
The foregoing financial statements of Wellesley Lease Income Limited Partnership
IV (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) Significant Accounting Policies
Allowance for Doubtful Accounts
The financial statements include allowances for estimated losses on receivable
balances. The allowances for doubtful accounts are 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 September 30, 1996 and December 31, 1995,
the allowance for doubtful accounts included in rents receivable was $51,763 and
$34,889, respectively. The allowance for doubtful accounts included in sales
receivable was $11,100 and $4,906 at September 30, 1996 and December 31, 1995,
respectively.
(3) Investment Property
At September 30, 1996, the Partnership owned computer equipment with a cost
basis of $4,074,456, subject to existing leases and equipment with a cost basis
of $1,455,845 in inventory, awaiting re-lease or sale. All purchases of computer
equipment are subject to a 3% acquisition fee paid to the General Partner.
(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 nine months ended
September 30, 1996 and 1995 are as follows:
1996 1995
---- ----
Equipment acquisition fees $ 14,756 $ 32,436
Management fees 92,577 77,601
Reimbursable expenses paid 105,609 89,960
------------ ------------
$ 212,942 $ 199,997
============ ============
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Notes to Financial Statements
For the Nine Months Ended September 30, 1996 and September 30, 1995
(Unaudited)
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 collections. The Partnership reimburses the
General Partner and its affiliates for certain expenses incurred by them in
connection with the operation of the Partnership.
(5) Notes Payable - Affiliate
Notes payable - affiliate at September 30, 1996, consists of three non-recourse
promissory notes payable to TLP Leasing Programs, Inc. in the total amount of
$123,600, bearing interest at the rate of 8.75%. TLP Leasing Program, Inc. is
one of the corporate general partners of Wellesley Leasing Partnership, the
General Partner of the Partnership. The notes payable matures in 1996.
(6) Long-term Debt
Long-term debt at September 30, 1996 consisted of two loans totaling $11,003
from Randolph Computer Company, each bearing interest at 6.00%, one loan in the
amount of $161,233 from Pioneer Bank and Trust Company, bearing interest at
8.15%, two loans totaling $343,667 from Pullman Capital Corporation, each
bearing interest at 8.00%, and three loans totaling $220,743 from Liberty Bank,
each bearing interest at 8.125%. The total outstanding debt balance is
collateralized by equipment with a net book value of $996,495, and assignment of
the related leases.
The annual maturities of long-term debt for the next three years are as follows:
Year Ending December 31,
1996 $ 145,472
1997 437,438
1998 153,736
-------------
$ 736,646
=============
(7) Fair Values of Financial Instruments
Pursuant to Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires investments
in debt and equity securities other than those accounted for under the equity
method to be carried at fair value or amortized cost for debt securities
expected to be held to maturity, the Partnership has classified its investments
in equity securities as available for sale. Accordingly, the net unrealized
gains and losses computed in marking these securities to market are reported as
a component of partners' equity. At September 30, 1996 the difference between
the fair value and the cost basis of these securities is an unrealized loss of
$1,228.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Notes to Financial Statements
For the Nine Months Ended September 30, 1996 and September 30, 1995
(Unaudited)
The fair value is based on currently quoted market prices. The cost basis and
estimated fair value of the Partnership's marketable securities at September 30,
1996 and December 31, 1995, respectively, are as follows:
September 30, 1996 December 31, 1995
------------------------ ---------------------
Cost Fair Cost Fair
Basis Value Basis Value
Investment in Continental Information
Systems Corporation Stock $ 5,463 $ 4,235 $ 5,463 $ 4,644
======= ======= ======= =======
WELLESLEY INCOME LIMITED PARTNERSHIP IV
(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
and nine month periods ended September 30, 1996 compared to the same periods in
1995.
The Partnership realized net income of $213,104 and $42,312 for the three months
ended September 30, 1996 and 1995, respectively. Rental income decreased by
$93,012 or 19% between the three month periods. The decrease is primarily due to
lower rental rates obtained on equipment lease extensions and remarketings
resulting after the initial lease term expires and due to a net decrease in the
overall size of the equipment portfolio. Interest income decreased $2,997 as
result of lower average short-term investment balances held during the three
month periods. The recovery of the unsecured pre-petition claim for the quarter
ended September 30, 1995, was the result of the receipt of the July 20, 1995
second and final distribution from the Trustee of the Liquidating Estate of CIS
Corporation, et al ("the Trustee"), with respect to the outstanding claim
balance. The decrease in net gain on sale of equipment is primarily due to fewer
equipment sales in the third quarter of 1996.
Total costs and expenses decreased $276,364 or 62% between the three month
periods. The decrease in costs and expenses is primarily the result of lower
depreciation expense. The decrease in depreciation expense of $309,569 or 81% is
due to a large portion of the equipment portfolio having become fully
depreciated and a net reduction in the overall equipment portfolio. Also
included in depreciation expense for the current quarter is a $200,000 reversal
of a provision for estimated losses on the ultimate disposition of equipment.
Interest expense increased $5,636 between the three month periods due to new
long-term debt leveraged and the continued paydown of the existing notes payable
- - affiliates and long-term debt. Management fees increased due to the increased
collection of delinquent rent receivables in the current quarter. General and
administrative expenses increased $6,551 or 21% primarily due to an increase in
the allocable salaries of the partnership accounting and reporting personnel of
the General Partner. A provision for doubtful accounts of $16,874 was
established to reserve against delinquent rents receivable in the current
quarter.
The Partnership realized net income of $173,165 and $11,222 for the nine month
periods ended September 30, 1996 and 1995, respectively. Rental income decreased
$157,868 or 11%. As discussed in the quarter analysis above, the decrease in
rental income is primarily due to lower rental rates obtained on equipment lease
extensions and remarketings and due to a net reduction in the overall equipment
portfolio. Interest income decreased significantly between the nine month
periods as a result of lower average short-term balances held during the current
nine month period. Equipment acquisitions totaled $506,622 in the current year,
reducing the cash balance held by the Partnership. The recovery of the net
unsecured pre-petition claim was the result of the third quarter of 1995 receipt
of the Trustee's July 20, 1995 final distribution along with the second quarter
of 1995 establishment of the carrying value of the stock received in the
December 27, 1994 distribution. The decrease in net gain on sale of equipment is
attributed to fewer equipment sales in 1996.
WELLESLEY INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Unaudited)
Total costs and expenses decreased $347,365 or 25% between the nine month
periods. The decrease in costs and expenses is primarily the result of lower
depreciation expense. As discussed above, the decrease in depreciation expense
of $432,428 or 36% is due to a large portion of the equipment portfolio becoming
fully depreciated and a net reduction in the overall equipment portfolio.
Included in depreciation expense for the nine months ended September 30, 1996 is
a $200,000 reversal of a provision for the estimated losses on the ultimate
disposition of equipment. Interest expense increased significantly due to new
long-term debt leveraged and note payable - affiliates received between 1996 and
1995 and the continued paydown of its existing note payable - affiliates and
long-term debt. Management fees increased $14,976 or 19% due to the increased
collection of delinquent rent receivables in 1996. General and administrative
expenses increased $19,829 or 21% primarily due to an increase in the allocable
salaries of the partnership accounting and reporting personnel of the General
Partner. As discussed in the quarter analysis above, the Partnership established
a $23,068 provision for doubtful accounts in 1996 to reserve against delinquent
rents receivable.
The Partnership recorded net income per Limited Partnership Unit of $3.21 and
$1.28 for the quarters ended September 30, 1996 and 1995, respectively, and a
net loss of $7.38 and $1.29 for the nine months ended September 30, 1996 and
1995, respectively. The allocation for the nine months ended September 30, 1996
and 1995, respectively, includes a cost recovery allocation of profit and loss
among the General and Limited Partners which results in an allocation of net
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 nine months ended September 30, 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. First, lower rental
rates are obtained on the remarketing of existing equipment after the expiration
of the original leases. Typically the remarketed rates are lower due to the
decrease in useful life of the equipment. Second, 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. This decrease however,
should not affect the Partnership's ability to meet its future cash
requirements, including its long-term debt and notes payable - affiliate
obligations. To the extent that future cash flows should be insufficient to meet
the Partnership's operating expenses and liabilities, additional funds could be
obtained through the sale of equipment, or a reduction in the rate of cash
distributions.
Future rental revenues amount to $1,941,171 and are to be received over the next
six years.
WELLESLEY INCOME LIMITED PARTNERSHIP IV
(A Massachusetts Limited Partnership)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Unaudited)
As of September 30, 1996, the Partnership's investing activities resulted in
equipment purchases of $506,622 and equipment sales with a depreciated cost
basis of $209,670, generating $130,772 in proceeds. Associated with the
equipment sales were $82,583 of loss charge offs against the reserve, initially
set up in prior periods for estimated losses on the ultimate disposition of
equipment. 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.
The Partnership's financing activities resulted in the paydown on long-term debt
in the amount of $413,799 and proceeds from borrowing on long-term debt of
$189,942 for the nine months ended September 30, 1996. The Partnership will
payoff its remaining long-term debt of $736,646 by 1998. Total long-term debt
assumed by the Partnership from inception is $14,270,105, for a total leverage
of 43%. The Partnership's financing activities also resulted in proceeds from
the borrowing on notes payable affiliates in the amount of $223,600 and the
paydown on notes payable - affiliates during the first nine months of 1996 in
the amount of $100,000. The note payable bears interest at 8.75% and will mature
in 1996.
Cash distributions are currently at an annual level of 3% per Limited
Partnership Unit or $3.75 per Limited Partnership Unit on a quarterly basis. For
the quarter ended September 30, 1996, the Partnership declared a cash
distribution of $107,471, of which $5,374 was allocated to the General Partner
and $102,097 was allocated to the Limited Partners. The distribution will be
made on November 27, 1996. The Partnership's distribution rate dropped
significantly in 1996 from those paid in 1995, due to the large amount of
equipment purchases in 1996, for which there existed firm purchase commitments
in 1995. Since the Partnership's reinvestment period ended on December 31, 1995,
the General Partner made a concerted effort to purchase as many equipment leases
as possible to sustain the Partnership in future years. The effort resulted in
significant equipment lease acquisitions with a resulting reduction in cash
available for distribution purposes. All future cash received will be used to
cover operating expenses and to make cash distributions to the Partners.
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 IV
(A Massachusetts Limited Partnership)
Computer Equipment Portfolio (Unaudited)
September 30, 1996
Lessee
American Freightways, Incorporated
Bassin Distributors, Incorporated
Carr Separations, Incorporated
Chrysler Corporation
Cincinnati Gas & Electric Company
Coulter Corporation
Cybersmith, Incorporated
Dave's Custom Caps
Delphi Internet, Incorporated
FAX International, Incorporated
H.J. Meyer Company, Incorporated
Hughes Aircraft Company, Incorporated
Internet Access Company, Incorporated
J. Walter Thompson Company
ON Technology
Sero Company, Incorporated
Sports & Recreation, Incorporated
Equipment Description Acquisition Price
Computer peripherals $ 2,433,333
Processors & upgrades 1,493,181
Telecommunications 387,121
Other 1,216,666
----------------
$ 5,530,301
================
PART II. OTHER INFORMATION
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP IV
(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 IV
(Registrant)
By: Wellesley Leasing Partnership,
its General Partner
By: TLP Leasing Programs, Inc.,
one of its Corporate General Partners
Date: November 14, 1996
By: Arthur P. Beecher,
President