UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2005
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-9773
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TASA PRODUCTS LIMITED
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(Exact name of registrant as specified in its charter)
WASHINGTON 91-1121874
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
14508 SE 51St, Bellevue, WA 98006
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(Address of principal executive offices and zip code)
(Registrant's telephone number, including area code) 425-746-6761
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Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class Name of each exchange on which registered
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N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
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(Title of Class)
PARTNERSHIP UNITS-NON-TRADING
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(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ ] Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):
Large accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [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
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. N/A
DOCUMENTS INCORPORATED BY REFERENCE.
Form S-1, TASA Products Limited, Commission File No. 2-68566, but excluding the
balance sheet of TASA Products Limited together with the report of independent
certified public accountants, is incorporated by reference in Items 1, 5, 11 and
13.
Exhibit Index Pgs. 9 to 17
Item 1: Description of Business
TASA PRODUCTS LIMITED (hereinafter call the "Partnership"), is a Washington
State limited partnership organized as of June 19, 1980 for the purpose of
acquiring the rights in a group of related electronic products and developing
these products further to a point where they could be commercially produced and
marketed. The Partnership conducts no other business. Michel E. Maes and James
R. Steffey are General Partners, and may remain as General Partners for the life
of the Partnership unless removed pursuant to the Partnership Agreement. The
sale of the Limited Partnership Interests in the Partnership were made pursuant
to Registration Statement No. 2-68566 filed with the Securities and Exchange
Commission and declared effective on November 7, 1980. The purchasers of said
Limited Partnership Interests for Phases 1, 2, 3, 4, 5 and 6 of the Partnership
are the Limited Partners of the Partnership as of December 31, 1981.
The Partnership's business is more fully described under the caption "Projects
of the Partnership" in the Prospectus forming a part of the Registration
Statement described above (hereinafter called the "Prospectus"), which, except
for the balance sheet and report of accountants contained herein, is
incorporated herein by this reference for all purposes.
The Partnership has no employees. The partnership originally licensed the
manufacture and sale of its products to Communications Research Corporation,
(CRC), a subsidiary of Energy Sciences Corporation, (ESC). The Partnership
subsequently has licensed LINC Technology Corporation, an affiliate of the
General Partners, as more fully described in Item 7 below. TASA's principal
products currently being sold by LINC are the Data Over Voice Encoder, (DOVE),
and Line Carrier Modem, (LCM).
Item 2: Properties
The Partnership does not have any principal plants or physical properties.
Item 3: Legal Proceedings
The staff of the Securities and Exchange Commission's Division of Enforcement
recommended to the Commission that it authorize the staff to file a civil
injunctive action against Energy Sciences Corporation, Michel E. Maes, James R.
Steffey, and the Partnership to require timely filing of reports with the
commission. Such an injunction was entered on June 25, 1986. All subsequent
reports have been timely filed.
On April 29, 1986, TASA Products Limited and Energy Sciences Corporation filed
petitions for reorganization under Chapter 11 of the Bankruptcy Laws. The
Petitions were filed in the United States Bankruptcy Court for the Western
District of Washington, at Seattle, as Case No.'s 86-02993- Wll and
86-02994-Wll.
Energy Sciences Corporation was dismissed from Chapter 11 on May 13, 1988. ESC
had financial dealings and intercompany transactions with the partnership. The
assets of ESC, which included amounts owed by the partnership to ESC and the
license rights to manufacture and market the partnership's products granted by
the partnership to a subsidiary of ESC, were foreclosed upon by the sole secured
creditor of ESC, the law firm of Murphy, Elgot & Moore, but the full effect on
the partnership has not yet been determined. (See item 7 below).
Page 2
On October 16, 1989 the United States Bankruptcy Court ordered that the
partnership's Chapter 11 be converted to a Chapter 7. Mr. Ronald Brown of Leach,
Brown & Andersen, Seattle Washington, was appointed trustee. On May 11, 1990,
the General Partners of the partnership filed an ammended motion to dismiss the
Chapter 7. This motion was granted and the partnership is no longer in
bankruptcy
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Market Price of and Dividends on the Registrant's Common Equity
Related Security Holder Matters
(a) There is no market for the Securities of the Registrant.
(b) There are 590 investor limited partners as of December 31, 2005.
(c) The partnership does not pay dividends. Royalties, based on a
percentage of gross sales of the partnership products, if any, made by a
licensee of the partnership's products are to be distributed to the partners,
less reserves and payments for partnership operating, maintenance and reporting
expenses as determined by the General Partners. Under terms of the present
license agreement in place, royalties were owed on amounts collected by the
licensee on sales made after September 1991 to be accrued and paid in the
following accounting quarter starting with the first quarter of 1992. This
arrangement was subsequently modified as described in Item 7 below.
Item 6: Selected Financial Data
TASA Products Limited is a Limited Partnership and the partners hold partnership
interests rather than stock. A summary of financial activity for 2003 is a
follows:
Royalty Revenues 0
Other Revenues 0
Loss from Continuing Operations (Reporting Expenses) 0
Net Income per Partnership Unit 0
Total Assets 0
Long Term Obligations 2,383,607
Royalty Payments to Partners per Unit 0
Item 7: Management's Discussion and Analysis of the Financial Condition and
Results of Operation
The partnership owns the proprietary rights to certain products which are
licensed to LINC Technology Corporation as described more fully below. The
partnership conducts no operations itself and its revenues will be solely from
royalty income. Under the terms of a new license now in effect, total sales of
$506,293 (cumlative over five years) were subject to royalties in 1999. A total
royalty payment was made by Linc Technology Corporation to four electronics
partnerships that share ownership in certain electronics products in the amount
of $25,315 in December 1999. In accordance with the sharing arrangement
discribed below (third paragraph down), a royalty of $12,118 was paid to the
partnership which is income for 1999. Tax, Securities and Exchange
Page 3
Commission, and Partnership Reporting expenses were not charged to the
partnership in 1999. The net assets have changed from 0 to $12,118. The
partnership made a distribution of $10,906 total to the limited partners in
March 2000. A total of $1,212 was paid to two former secured creditors of the
partnership in March 2000. No new royalties were accrued in the year 2001, 2002,
2003 or 2004 and the partnersip had no income nor loss for 2004.
When ESC's bankruptcy was dismissed in May 1988, all remaining assets were
repossesed by the sole secured creditor of ESC, Murphy, Elgot & Moore,
represented by Mr. Thomas Murphy. These assets are primarily amounts owed to ESC
by the partnerships and the rights to produce electronics products at CRC. The
General Partners began discussions with Mr. Murphy, (who was also counsel for
ESC and the partnerships), on plans to recommercialize the electronic products.
They were joined by Mr. Keith Nichols, who had purchased a portion of the
electronics inventory from CRC when ESC was still in Chapter 11. After
conducting preliminary market research and reaching a basic understanding with
Mr. Murphy, a new company was formed in September 1988, called LINC Technology
Corporation. The company was owned by Messrs. Maes, Steffey, and Nichols in the
amount of 19% each; Mr. Murphy owned 10% and the balance of 33% was owned by
outside investors. Mr. Nichols left the company in 1991 and is no longer an
active participant, but remains a stockholder.
In 2001 a ownership restructuring took place with the unanimous approval of all
stockholders. Mr. Maes and Mr. Steffey now own a higher percentage of Linc
Technology Corporation.
LINC was formed, and was initially privately financed with $49,000 of cash, plus
donated time, to pursue a variety of opportunities in electronics and data
communications. LINC believes that a market remains for the partnership's
products. Continued emphasis is on the LCM and the DOVE (now called the MDL500).
The Partnership made only one attempt to negotiate a license for its products
following the dissolution of Energy Sciences Corporation and its subsidiary,
Communications Research Corporation (the initial licensee), in 1988. A
non-affiliated company had been formed in 1987 called CRC, Inc., of which Mr.
Keith Nichols was a co-founder and partner. (As described above, Mr. Nichols was
subsequently a co-founder of LINC Technology Corporation in 1988, along with Mr.
Steffey and Mr. Maes, general partners of the partnership). CRC, Inc. purchased
inventory of the partnership's products in 1987 from the Energy Sciences
Corporation Trustee. Because there are no patents or trade secrets covering any
of the partnerships products, the owners of CRC, Inc. felt no responsibility to
pay royalties to the partnership (and had no legal obligation to do so) when the
issue was discussed with them. It was felt that this would be the case with any
outside third party the general partners might approach. When Mr. Nichols
expressed a desire to pursue the market more aggressively than CRC, Inc. was
doing, Mr. Steffey and Mr. Maes proposed the formation of LINC Technology
Corporation with the understanding that LINC would pay royalties on partnership
products in the future. LINC was formed and Mr. Nichols subsequently sold the
inventory of partnership products he owned personally to LINC for ultimate
resale to outside customers. The royalty arrangement arrived at between the
partnership and LINC was modeled after one negotiated with New Detonics
Manufacturing Corporation (NDMC) for a group of affiliated partnerships, as part
of the sale of assets of another Energy Sciences Corporation subsidiary,
Detonics Manufacturing Corporation to NDMC. That royalty arrangement called for
4% royalties and a four year deferment.
Page 4
The license entered into between the partnerships and LINC calls for a royalty
building to 5% of gross sales to be paid to each partnership on sales, if any,
of its own products (compared to the prior formula with CRC which ranged from
10% down to 6%). Royalties are paid on amounts actually collected by LINC from
sales of partnership products and calculated and accrued in the following
quarterly accounting period. The details of the royalty arrangement are as
follows: Initial royalties of 1% are payable on collected invoices for sales
starting in September 1990, followed by 2% in September 1991 and 5% per year
starting in September 1992 and thereafter. The royalty is divided between
partnerships in the case of joint ownership of product rights. TASA receives 45%
of the 5% royalty from sales of DOVE (MDL500) and 90% of the 5% from sales of
LCM. In 1995, a new royalty agreement was put into effect in order to reduce
administrative expenses. Under the new plan, no royalties will accrue to the
partnership until a total of $300,000.00 of sales on products licensed to LINC
Technology Corporation have been generated and collected. At that point, a lump
sum royalty payment of $15,000.00 will be paid to the patrnership group of TASA
Products Limited (the Partnership), Energy Sciences Limited Partnership,
Telemetric Controls Limited Partnership, and Communications Link Limited
Partnership. After such payment, again no royalty will accrue or be owed until
another $300,000.00 in sales has occured, after which a second lump sum of
$15,000.00 is due, and so forth. LINC Technology Corporation will be responsible
for periodic mailings to the partnership at its expense. Based on IRS
regulations, no partnership 1065 tax returns and K-1s have to be filed or issued
until the royalty accrues. Filings of 1065 and K-1 forms were done in March 2000
for year 1999. Filings of 1065 and K-1 forms were done again in March 2001 for
year 2000 for information purposes to show the changes in capital accounts. No
1065 and K-1 filings were reqired or done in 2005.
As described above, in 1995, the General Partners put in place an arrangement
under which royalties would not be payable to the partnerships and profit would
not accrue until a total of $300,000 in sales had occured. In 2003, as the
amount of sales was approaching $300,000 again, the General Partners reviewed
the costs associated with preparing the partnership tax returns (Form 1065) and
the preparation and mailing of both the K-1s and distribution checks. Based on
our experience in 2000, the General Partners estimated the cost to be
approximately $5000.00. In addition, the General Partners heard from many
Limited Partners that the trouble involved in providing the tax information to
their accountants was not worth the money that they received. The General
Partners therefore increased the level of sales required before a royalty
payment is due from $300,000 to $600,000, which would result in a royalty
payment totalling $30,000, instead of $15,000 to be divided among all individual
limited partners. As a result, a smaller percentage of the royalty would go to
tax form and check preparation costs.
LINC Technology Corporation's address is 3535 Factoria Blvd. S.E., Bellevue, WA
98006; telephone 425-882-2206. LINC Technology Corporation uses the DBA of
DATA-LINC Group.
As previously reported, one remaining item from the dismissal of Energy Sciences
Corporation's bankruptcy is the residual amount
Page 5
initially owed to ESC by the partnership, and then to the law firm of Murphy &
Elgot. Mr. Murphy has passed away and the debt is now owed to his former
partner, Mr. Elgot. No specific payment schedule or percentage of the
partnership's overall royalty cash flow has been established to settle the debt.
Mr. Elgot does legal work for LINC Technology Corporation.
The partnership's ultimate success is dependant on LINC's ability to generate
sales and to obtain capital, which can not be continually assured. Sales on
products licensed from the partnership were $200,969 in 1999, $107,768 in 1998,
$90,377 in 1997, $47,000 in 1996 and $60,000 in 1995. This resulted in the
royalty distribution early 2000.
In 20054, a total of $68,638 of the partnerships' products were sold by
Data-Linc Group. This compares with $62,363 in 2004, $89,475 in 2003, $60,965
for 2002, $111,551 for 2001 and $64,502 for 2000. The cumulative total is now
$457,494.
Such sales represent only a small portion of the sales for LINC Technology
Corporation, which now manufactures and sells a broad range of industrial
modems, with emphisis on wireless modems.
Since 1991, new product development work was been undertaken at Linc and other
affiliates, including independent R&D efforts by the general partners
personally, which created some products that interface with and complement the
products owned by the partnership and could enhance sales of the partnership's
products in the future. Sales of partnership products for calender 2005 can not
be predicted but are expected to remain modest. LINC has experienced some
reduction in business in 2002 and 2003 due to a general downturn in the economy
and expects some improvement in 2004 and 2005. LINC has modest working capital
and does not do significant advertising. LINC relies on Distributors to generate
most of its sales leads. Production is self funded through inventory turnover.
LINC's major marketing focus remains on industrial data communications.
Item 8: Financial Statements and Supplementary Data
(a) Unaudited financial statements, submitted in accordance with Reg.
210.3-11 of Regulation S-X, are attached as Exhibit 1 and are herein
incorporated by reference.
Item 9: Disagreements on Accounting and Financial Disclosure Matters
TASA has no independent accountant at present, in accordance with Rule 3-11 of
Regulation S-X
Item 9A Controls and Procedures
The Partnership's disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that are filed or submitted
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summerized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. Disclosure controls and
Page 6
procedures include, without limitation, controls and proceedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Act is accumulated and communicated to the
issuer's management including its principal executive and principal financial
officers, or persons performing similar functions (the General Partners), as
appropriate to allow timely decisions regarding required disclosure.
The General Partners have reviewed the effectiveness of the Partnership's
disclosure controls and procedures as of the end of the period covered by this
Form 10-K report and have concluded that the disclosure controls and procedures
are effective.
There were no changes in our internal control over financial reporting during
the three months ended December 31, 2005 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
9B Other Information
None
PART III
Item 10: Directors and Executive Officers of the Registrant
The Partnership has no directors or officers. Management of the Partnership is
vested in the General Partners. The name of each present General Partner of the
Partnership, the nature of other positions held by him, and his educational
background is set forth below.
Michel E. Maes, age 68, graduated from the University of Washington in Physics
in 1959. He subsequently did post-graduate work in various phases of physics. He
was an engineer of the Boeing Company from 1959 to 1961; an engineer and later
Director of Advanced Projects for Rocket Research Corporation, from 1961 to
1966; President of Explosives Corporation of America and Chairman of the Board
of Petroleum Technology Corporation, both subsidiaries of Rocket Research
Corporation, from 1966 to 1971. Up until December 5, 1986, Mr. Maes served as
Chairman of the Board at ESC. Mr. Maes is now President of LINC Technology
Corporation.
James R. Steffey, age 69, is a graduate of the University of Washington in
Physics, with post-graduate study in plasma physics. He was Director of
International Operations at Explosives Corporation of America from 1969 to 1972.
From 1972 to 1973 he was a consultant with Stevens and Company, an investment
counseling firm. He joined ESC in 1973 and until December 5, 1986, was President
and a Director of ESC. Mr. Steffey is now Vice-President of Marketing of LINC
Technology Corporation. Mr. Steffey was not closely involved with the technical
aspects of the Partnership's activities.
Item 11: Executive Compensation
The Partnership has no directors, officers or employees and thus pays no direct
compensation. The General Partners were paid a one-time management fee in 1982.
The General Partners and their affiliates received certain compensation as
described in the table "Compensation and Fees to General Partners and
Affiliates" in the Prospectus which is hereby incorporated by reference.
Page 7
Item 12: Security Ownership of Certain Beneficial Owners and Management
(a) The only outstanding voting securities of the Limited Partnerships
are those Limited Partnership interests owned by the investors or their
successors in interest. No single person owns 5% or more.
(b) The General Partners hold no limited partnership interests.
However, they have interests in Profits and Losses and Cash Available for
Distribution of 5%. The interest in Cash Available for Distribution is
subordinated to the Limited Partners' receipt of distributions equal to their
capital contributions.
(c) There are no agreements or arrangements known which could affect
control of TASA.
Item 13: Certain Relationships and Related Transactions
As described in the prospectus, TASA was a party to several contracts with
affiliates of the Limited Partners which resulted in compensation to the General
Partners. See "Compensation and Fees to the General Partners and Affiliates" and
"Certain Transactions" in the Prospectus, which hereby is incorporated herein by
reference. Also see Item 7 above.
PART IV
Item 14:a) Documents filed as part of this Annual Report:
Unaudited financial statements, filed in accordance with
Reg. 210.3-11 of Regulation S-X.
b) Reports on Form 8-K:
None
Page 8
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) 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.
Registrant: TASA PRODUCTS LIMITED
By: Date: 3-22-06
Michel E. Maes, General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity and on the date indicated.
By: Date: 3-22-06
Michel E. Maes, General Partner
Supplemental Information to be furnished with Reports filed pursuant to Sections
15(d) of the Act by Registrants which have not registered securities pursuant to
Section 12 of the Act.
No annual reports or proxy materials have been or will be sent to security
holders.
Page 9
TASA PRODUCTS LIMITED
BALANCE SHEET
DECEMBER 31, 2005 AND 2004
(UNAUDITED)
12/31/05 12/31/04
ASSETS
Current Assets:
Cash $ 0 0
Royalties Receivable 0 0
__ __
TOTAL CURRENT ASSETS $ 0 0
Intangible Assets Less Amortization 0 0
Receivable from Affiliates Less Allowance 0 0
TOTAL ASSETS 0 0
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Accounts Payable $ 0 0
Taxes Payable 0 0
Reporting Reserve 0 0
TOTAL CURRENT LIABILITIES 0 0
Payable to Former Secured Creditors 2,383,607 2,383,607
__ __
TOTAL LIABILITIES 2,383,607 2,383,607
Partners' Capital (2,383,607) (2,383.607)
__ __
TOTAL LIABILITIES AND PARTNER'S EQUITY 0 0
<FN>
The accompanying notes are an integral part of the financial statements
Page 10
TASA PRODUCTS LIMITED
STATEMENT OF INCOME
FOR THE YEAR ENDING
DECEMBER 31, 2005, 2004, & 2003
(UNAUDITED)
12/31/05 12/31/04 12/31/03
Revenue
Royalty Revenue 0 0 0
Other Revenue 0 0 0
__ __ __
TOTAL REVENUE 0 0 0
Costs and Expenses:
Bank Charges 0 0 0
Commissions 0 0 0
Filing Fee for 10-K 0 0 0
Operating Expense (Reporting) 0 0 0
Reporting Reserve 0 0 0
Professional Fees 0 0 0
Supplies 0 0 0
Taxes 0 0 0
__ __ __
TOTAL COSTS AND EXPENSES 0 0 0
Net Income (Loss) 0 0 0
<FN>
The accompanying notes are an integral part of the financial statements
Page 11
TASA PRODUCTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDING
DECEMBER 31, 2005, 2004, & 2003
(UNAUDITED)
12/31/05 12/31/04 12/31/03
Net Cash From Operating Activities $ 0 0 0
Net Cash Used By Investing Actvts. 0 0 0
Net Cash From Financing Actvts 0 0 0
Net Increase In Cash 0 0
Cash At Begining of Period 0 0 0
Cash At End Of Period 0 0 0
Page 12
TASA PRODUCTS LIMITED
STATEMENT OF PARTNERS' CAPITAL
FOR THE YEAR ENDING
DECEMBER 31, 2005, 2004 & 2003
(UNAUDITED)
12/31/05 12/31/04 12/31/03
Contributions by Partners 0 0 0
Capital Withdrawals 0 0 0
Syndication Costs 0 0 0
Accumulated Surplus (Deficit) (2,383,607) (2,383,607) (2,383,607)
Net Income (Loss) 0 0 0
Partners' Capital (Deficit) (2,383,607) (2,383,607) (2,383,607)
<FN>
The accompanying notes are an integral part of the financial statements
Page 13
TASA PRODUCTS LIMITED
(a Washington State limited partnership)
NOTES TO THE FINANCIAL STATEMENTS
1. Partnership Organization and Operations
TASA Products Limited, a Washington State limited partnership ("the
partnership"), was formed on June 19, 1980 for the purpose of raising certain
capital through the public offering of Limited Partnership interests (4,100
units; $1,000 per unit), and acquiring the rights to and conducting research and
development with respect to a group of electronic products. Subsequently, the
Partnership commenced limited manufacturing and marketing activities for certain
products. The Partnership shall continue for a period of thirty (30) years from
the date of organization unless the Partnership is sooner dissolved according to
the provisions of the Amended Certificate of Limited Partnership and Agreement.
The Partnership has two general partners and limited partners comprised of
certain investor groups.
Research and development was completed and sales of products began. For
admission to the Partnership, an investor was assigned to a group (one group is
associated with each phase), based on the timing of receipt of the contribution.
Sale of all of the 4,100 limited partnership units was completed in 1981. The
units of the Partnership are nonassessable.
Partners' Capital
Initial contributions aggregating $4,100,00 were made by the Limited Partners.
The General Partners have not and will not make any capital contributions.
Partners share in income or loss of the partnership as set forth below.
Allocation of Income, Loss and Cash Distributions
Page 14
The loss attributable to the research and development efforts of each phase was
allocated to the partners included in such phase as follows:
Limited Partners, pro rata 98%
General Partners 2%
All income and/or loss attributable to the operations after the research and
development program has been completed, including revenues derived from the sale
or other disposition of any rights or interest, shall be allocated as follows:
Limited Partners, all groups, pro rata 98%
General Partners 2%
The Limited Partners shall receive one hundred percent of the cash available for
distribution, until such time as the Limited Partners have received in
distribution an amount equal to the cumulative capital contributions received
from Limited Partners.
After the Limited Partners have received cash distributions in an amount equal
to the cumulative capital contributions received from Limited Partners, the
General Partners will receive one hundred percent of the cash available for
distribution, until such time as the General Partners have received an amount
equal to five percent of the cumulative capital contributions received from
Limited Partners.
Thereafter, the cash available for distribution shall be allocated as follows:
Limited Partners, all groups, pro rata 95%
General Partners 5%
Upon dissolution of the Partnership, proceeds of the liquidation will be applied
in accordance with the terms of the Amended Certificate and Agreement of Limited
Partnership in the following order of priority:
1) To the payment of liabilities of the Partnership and expenses of
liquidation;
2) To the setting up on any reserves which the General Partners may deem
reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Partnership, or of the General Partners, arising
out of or in connection with the Partnership;
3) To the repayment of the Limited Partners' contributions to the capital
of the Partnership, plus an amount equal to six percent of the capital
contributions per annum cumulative, less the sum of prior
distributions to investors from cash available for distribution;
4) Any balance then remaining shall be apportioned among all the partners
as follows:
Page 15
Limited Partners, pro rata 98%
General Partners 2%
Pursuant to the terms of the Partnership Agreement, the General Partners are not
required to contribute to the Partnership any deficit in their capital accounts
which exist after application of proceeds of liquidation as set forth above.
The Partnership filed for Bankruptcy protection under Chapter 11 in April 1986.
The Chapter 11 was converted to a Chapter 7 by the Bankruptcy Court in October
1989 and then the Bankruptcy was dismissed in June 1990. The dismissal did not
involve any discharge of the Partnership's obligations, some of which were
accrued property taxes in the amount of under $1,000. These were paid by the
General Partners and are now included in the Amounts Payable To Affiliates.
2. Significant Accounting Policies
Basis of Reporting
The records of the Partnership are maintained using the accrual method of
accounting. A substantial portion of the transactions of the Limited Partnership
have been, and will continue to be, with the entities affiliated with the
General Partners.
Inventories
The partnership has no inventories.
Property and Equipment
The partnership has no tangable properties.
Other Assets
The partnership has no tangable assets.
Offering Costs
Offering costs, including sale commissions to brokers for sales of limited
partnership interests were charged directly to the respective partners' capital
account.
Income Taxes
The Partnership is not a tax-paying entity. No provision is made in these
financial statements for federal and state income taxes.
Research and Development Expenses
Research and development costs paid or accrued under terms of a contract with an
affiliated company were charged to expense in the period in which the obligation
was incurred.
Net Loss Attributable to Limited Partners Units
The net loss attributable to each $1,000 limited partnership unit represents the
loss for the period allocated to limited partners divided by the number of
partnership units outstanding at the end of the period. The net loss allocated
to specific individual units will vary from the amount shown depending on the
group to which a limited partner has been assigned.
Page 16
3. Notes and Accrued Interest Payable to an Affiliated Company
At December 31, 1980, the Partnership executed a promissory note under the terms
of a research and development contract. The note in the amount of $1,148,000
bears interest at the rate of eight and one-half percent compounded annually.
Upon completion of the Partnership funding in 1981, an additional note of
$252,000 with the same terms was executed. The principal and accrued interest
was to be paid in full no later than December 31, 1986, and are collateralized
by a pledge of certain rights to inventions held by the Partnership. The date
for repayment could be extended at the request of the Partnership to December
31, 1993, provided the Partnership has made payments toward the principal and
the accrued interest by December 31, 1986. After December 31, 1990, interest
shall be at a rate of ten percent compounded annually. Failure of the
Partnership to complete payment in full of the entire contract price plus
interest on or before December 31, 1986 or such other date if the payment period
is extended gives the affiliate the right to foreclose the pledge of the
Partnership's ownership interest in the rights to inventions referred to above.
In the event the Partnership assigns, licenses or sells its rights to the
inventions to any other party, the affiliate retains an interest in any
royalties or income from such assignment, license or sale until such time as the
note is paid in full.
Due to the filing of Chapter 11 by the Partnership's affiliate, and by the
Partnership, and due to the cessation of commercial activity relating to the
Partnership's products, all accrual of interest and right of foreclosure was
suspended for the years beyond 1987. The Chapter 11 proceeding of the
Partnership's affiliate was dismissed on May 13, 1988. As of February 2005, no
final settlement has been reached with the former secured creditors of the
Partnership's affiliate regarding the debt owed by the Partnership. No further
interest was accrued after 1986 by aggreement with the secured creditor.
4. Transactions with Related Parties
A substantial portion of the transactions of the Partnership have been, and are
anticipated in the future to be, with the General Partners and their affiliates.
Significant transactions with these parties are summarized in the following
paragraph.
Management fees to the General Partners of $18,500 and $84,000 (2.5% of the
limited partners' contributions), were incurred in 1981 and 1980, respectively.
The fees represent compensation to the General Partners for organization of the
Partnership and for expense incurred in connection with the offering of the
limited partnership units. The fees were allocated to organization and offering
costs.
An affiliate of the General Partners entered into a fixed price research and
development contract with the Partnership. The affiliate received $756,000 (cash
of $504,00 and a promissory note in the amount of $252,000), and $3,444,000
(cash of $2,296,000 and a promissory note in the amount of $1,148,000), in 1981
and 1980, respectively, as payment for conducting all present and future
research and development of the Partnership. The affiliate's costs for
performing the research and development activities included certain general and
administrative and overhead costs allocated by its parent company, an affiliate
of the General Partners.
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Prior to transferring product rights under the licensing agreement, the
Partnership can manufacture and market any products developed. In 1982, the
Partnership elected to do so and entered into a manufacturing and marketing
agreement whereby the Partnership reimbursed the affiliate for all costs
incurred in the manufacturing and marketing activities. In addition, the
affiliate would receive 40% of net profits (as defined in the agreement),
derived from the manufacture and sale of the products produced under this
agreement. Substantially all operating costs of this affiliate have been
allocated to the Partnership under this agreement.
The Partnership has been charged for certain general and administrative services
provided by other affiliates of the General Partners. The General Partners have
and will provide management, research and development and other technical
services to affiliates which provide services to the Partnership. The General
Partners are and will be compensated by the affiliated companies for such
services.
A new license agreement has been entered into by the Partnership with a newly
created entity, which, as with the prior license, the General Partners are part
owners, officers and directors. The General Partners have received and are
expected to receive compensation in the future from this entity.
5. Commitments and Contingencies
The Partnership has entered into agreements with several individuals to obtain
title to inventions and designs relating to the electronic products the
Partnership is developing. Pursuant to the terms of the agreements, the
individuals are entitled to royalties received by the Partnership under
licensing agreements associated with the products.
The Partnership has entered into a licensing agreement with an affiliate of the
General Partners providing manufacturing and marketing services under which the
licensee has, upon transfer of the product rights, the exclusive right to
manufacture, use and sell any products successfully developed by the
Partnership. The terms of the agreement extend throughout the life of the
Partnership. In return for granting this license, the Partnership shall receive
royalties from the licensee as set forth in the licensing agreement for its own
products. The details of the royalty arrangement are as follows: Initial
royalties of 1% are payable on collected invoices for sales starting in
September 1990, followed by 2% in September 1991 and 5% per year starting in
September 1992 and thereafter. (Accounting is done in the quarter following the
quarter in which the sales receipts occur). The royalty is divided between
partnerships in the case of joint ownership of rights. TASA receives 45% of the
5% royalty from sales of DOVE and 90% of the 5% from sales of LCM.
In 1995, a new royalty agreement was put into effect in order to reduce
administrative expenses. Under the new plan, no royalties will accrue to the
partnership until a total of $300,000.00 of sales on products licensed to LINC
Technology Corporation have been generated and collected. At that point, a lump
sum royalty payment of $15,000.00 will be paid to the patrnership group of TASA
Products Limited (the Partnership), Energy Sciences Limited Partnership,
Telemetric Controls Limited Partnership, and
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Communications Link Limited Partnership. After such payment, again no royalty
will accrue or be owed until another $300,000.00 in sales has occured, after
which a second lump sum of $15,000.00 is due, and so forth. LINC Technology
Corporation will be responsible for periodic mailings to the partnership at its
expense. Based on IRS regulations, no partnership 1065 tax returns and K-1s have
to be filed or issued until the royalty accrues. Filings of 1065 and K-1 forms
were done in March 2000 for year 1999. Filings of 1065 and K-1 forms were done
again in March 2001 for year 2000 for information purposes to show the changes
in capital accounts.
In 2003, as the amount of sales was approaching $300,000 again, the General
Partners reviewed the costs associated with preparing the partnership tax
returns (Form 1065) and the preparation and mailing of both the K-1s and
distribution checks. Based on our experience in 2000, the General Partners
estimated the cost to be approximately $5000.00. In addition, the General
Partners heard from many Limited Partners that the trouble involved in providing
the tax information to their accountants was not worth the money that they
received. The General Partners therefore increased the level of sales required
before a royalty payment is due from $300,000 to $600,000, which would result in
a royalty payment totalling $30,000, instead of $15,000 to be divided among all
individual limited partners. As a result, a smaller percentage of the royalty
would go to tax form and check preparation costs.
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