-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnT6QoZ6LpZEAeUnEoA1mHJ0PxZ+CTVltyaYiBLrLiFNvnTnKHiSmRwMphIJdS8I qiJrST1buVuP9C1z9nzMAw== 0000720276-96-000026.txt : 19960515 0000720276-96-000026.hdr.sgml : 19960515 ACCESSION NUMBER: 0000720276-96-000026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLESLEY LEASE INCOME LTD PARTNERSHIP II A CENTRAL INDEX KEY: 0000739709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 042819912 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13421 FILM NUMBER: 96564127 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CNTR 21ST FLR CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174828000 10-Q 1 10-Q FOR WELLESLEY II-A 3/31/96 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. 2-89177 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-A (Exact name of registrant as specified in its charter) Massachusetts 4-2819912 (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 11
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-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 Conditions and Results of Operations 8 - 9 Part II. OTHER INFORMATION Items 1 - 6 10 Signature 11
PART I. FINANCIAL INFORMATION WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-A (A Massachusetts Limited Partnership) Balance Sheets Assets (Unaudited) (Audited) 3/31/96 12/31/95 Investment property, at cost (note 3): Computer equipment $ - $ - Less accumulated depreciation - - ---------------- ---------------- Investment property, net - - Cash and cash equivalents 21,807 81,500 Rents receivable - - Accounts receivable - affiliates, net (notes 2 & 3) - - ---------------- ---------------- Total assets $ 21,807 $ 81,500 ================ ================ Partners' Equity Partners' equity: General Partner: Capital contribution 1,000 1,000 Cumulative net income 837,960 837,073 Cumulative cash distributions (838,073) (838,073) ---------------- ---------------- 887 - ---------------- ---------------- Limited Partners (24,737 units): Capital contribution, net of offering costs 11,019,501 11,019,501 Cumulative net income 4,927,348 4,910,501 Cumulative cash distributions (15,925,929) (15,848,502) ---------------- ---------------- 20,920 81,500 ---------------- ---------------- Total partners' equity $ 21,807 $ 81,500 ================ ================
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-A (A Massachusetts Limited Partnership) Statements of Operations For the Quarters Ended March 31, 1996 and 1995 (Unaudited) 1996 1995 --------------- -------------- Revenues: Rental income $ - $ 72,547 Other income 7,918 - Interest income 667 5,144 Recovery of net unsecured pre-petition claim (note 4) 9,499 - --------------- -------------- Total revenues 18,084 77,691 --------------- -------------- Costs and expenses: Depreciation - 38,591 Provision for doubtful accounts - 12,997 Interest - 1,120 Related party expenses (note 3): Management fees - 3,915 General and administrative 350 15,966 Net loss on sale of equipment - 40,336 --------------- -------------- Total costs and expenses 350 112,925 --------------- -------------- Net income (loss) $ 17,734 $ (35,234) =============== ============== Net income (loss) per Limited Partnership Unit $ 0.68 $ (2.42) =============== ==============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-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 (loss) $ 17,734 $ (35,234) --------------- --------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation - 38,591 Provision for doubtful accounts - 12,997 Net loss on sale of equipment - 40,336 Net decrease in current assets - 1,613 Net decrease in current liabilities - (9,679) --------------- --------------- Total adjustments - 83,858 --------------- --------------- Net cash provided by operating activities 17,734 48,624 --------------- --------------- Cash flows from investing activities: Proceeds from sales of investment property - 7,694 --------------- --------------- Net cash provided by investing activities - 7,694 --------------- --------------- Cash flows from financing activities: Cash distributions to partners (77,427) (247,370) --------------- --------------- Net cash used in financing activities (77,427) (247,370) --------------- --------------- Net decrease in cash and cash equivalents (59,693) (191,052) Cash and cash equivalents at beginning of year 81,500 382,960 --------------- --------------- Cash and cash equivalents at end of year $ 21,807 $ 191,908 =============== =============== Supplemental cash flow information: Interest paid during the year $ - $ 1,120 =============== ===============
See accompanying notes to financial statements. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-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 II-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 includes 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 accounts receivable - affiliates was $51,801 and $61,300, respectively. Reclassifications Certain prior year financial statement items have been reclassified to conform with the current year's financial statement presentation. (3) 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 $ - $ 3,915 Reimbursable expenses paid - 16,397 ------------ ------------ $ - $ 20,312 ============ ============
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-A (A Massachusetts Limited Partnership) Notes to Financial Statements For the Quarters Ended March 31, 1996 and March 31, 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 billings collected. Also, the Partnership reimburses the General Partner and its affiliates for certain expenses incurred by them in connection with the operations of the Partnership. (4) 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 $9,499. Following the Trustee's fourth distribution, the Partnership has a remaining unsecured pre-petition claim balance of $51,801 as of March 31, 1996 (see note 5). (5) 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 $17,930. Following the Trustee's fifth distribution, the Partnership has a remaining unsecured pre-petition claim balance of $33,871 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 INCOME LIMITED PARTNERSHIP II-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 $17,734 and a net loss of $35,234 for the quarters ended March 31, 1996, and 1995, respectively. Due to the Partnership's sale of the equipment portfolio and the related leases during September, 1995, the Partnership did not recognize any rental income during the first quarter of 1996. The $7,918 other income recognized during the current quarter resulted from an overstated reserve set up in a prior period for management fees to be paid on rents received with regard to a particular lease portfolio. This reserve was maintained on the General Partner's books. Due to the liquidation of the Partnership, the General Partner returned the excess cash of $7,918 to the Partnership and wiped out the reserve. Interest income decreased as a result of lower average short-term investment balances. The recovery of net unsecured pre-petition claim of $9,499 for the quarter ended March 31, 1996 was the result of the receipt of the Trustee's fourth distribution on the fully reserved net unsecured pre-petition receivable (for further discussion refer to note 4 to the financial statements). Total costs and expenses decreased in 1996, as a result of the sale of the equipment portfolio in September, 1995. The current quarter general and administrative expenses pertained to filing fees for the Commonwealth of Massachusetts and U.S. Securities and Exchange Commission. The Partnership had net income (loss) per Limited Partnership Unit of $0.68 and $(2.42) in 1996 and 1995, respectively. Liquidity and Capital Resources During the fourth quarter of 1994, the General Partner announced its intentions of winding down the operations of the Partnership beginning in 1995. As of September 30, 1995, all of the assets had been sold with the exception of the unsecured pre-petition claim receivable and the common stock in Continental Information Systems Corporation received from the Trustee. The sales proceeds generated from the sale of the assets were accumulated to settle all outstanding liabilities and make a distribution on November 28, 1995, prior to the receipt of stock and receipt of the final Trustee settlement distribution. The stock was sold in the fourth quarter of 1995 and the sales proceeds were included in the cash distribution made February 29, 1996. All future cash distributions have been halted until the remaining claim balance has been settled and any stock received, sold. At that time, a final distribution shall be made to the partners. As discussed in notes 4 and 5 to the financial statements, the Partnership received the fourth and fifth total distributions from the Trustee, with respect to the unsecured pre-petition claim. The distributions consisted of total cash proceeds of $27,429. Following the Trustee's fourth and fifth distributions, the Partnership has a remaining net unsecured pre-petition claim of $33,871 as of April 19, 1996. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-A (A Massachusetts Limited Partnership) Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited) As discussed above, the Partnership is awaiting the settlement of its outstanding net unsecured pre-petition claim balance in order to make the final distribution. The Partnership will not be terminated until the net unsecured pre-petition claim against CIS has been settled and the remaining proceeds have been distributed to the partners (see note 4 to the financial statements). The effects of inflation have not been significant to the Partnership and are not expected to have a 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.
PART II. OTHER INFORMATION WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-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 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. WELLESLEY LEASE INCOME LIMITED PARTNERSHIP II-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 EX-27 2 WELLESLEY II-A EX-27 3/31/96
5 0000739709 WELLESLEY II-A FDS 03-31-96 3-MOS DEC-31-1996 MAR-31-1996 21,807 0 51,801 51,801 0 21,807 0 0 21,807 0 0 11,020,501 0 0 (10,998,694) 21,807 0 18,084 0 0 350 0 0 17,734 0 17,734 0 0 0 17,734 0.68 0
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