-----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, DRAdCY4ukfGfRREAA8KmUPThWr35FJDRrwIGQzyf8z5BatcVoIw9rP1iNZWcWKho vGOP6wUdJfv+vsFg8E8frg== 0000773911-97-000002.txt : 19970401 0000773911-97-000002.hdr.sgml : 19970401 ACCESSION NUMBER: 0000773911-97-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEASTEC INCOME FUND III CENTRAL INDEX KEY: 0000773911 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 680066209 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15871 FILM NUMBER: 97568353 BUSINESS ADDRESS: STREET 1: 2855 MITCHELL DR STE 215 CITY: WALNUT CREEK STATE: CA ZIP: 94598 BUSINESS PHONE: 5109383443 MAIL ADDRESS: STREET 1: 2855 MITCHELL DR STREET 2: SUITE 215 CITY: WALNUT CREEK STATE: CA ZIP: 94598 10-K 1 LEASTEC INCOME FUND III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission file number December 31, 1996 2-99435 LEASTEC INCOME FUND III A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) California 68-0066209 (State or other jurisdiction of (I.R.S. Employer Identifi- incorporation or organization) cation Number) 2855 Mitchell Drive, Suite 215, Walnut Creek, CA 94598 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 938-3443 Securities registered pursuant to Section 12 (b) of the Act: NONE Securities registered pursuant to Section 12 (g) of the Act: UNITS OF LIMITED PARTNERSHIP INTEREST (TITLE OF CLASS) Indicate by a 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. X DOCUMENTS INCORPORATED BY REFERENCE EXHIBIT INDEX LOCATED AT PAGES 24 TABLE OF CONTENTS Item No. Page No. Item 1 Business 3 Item 2 Properties 4 Item 3 Legal Proceedings 4 Item 4 Submission of Matters to a Vote of Security Holders 4 Item 5 Market for the Registrant's Common Equity and Related Stockholder Matters 5 Item 6 Selected Financial Data 6 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 8 Financial Statements and Supplementary Data 9 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 21 Item 10 Directors and Executive Officers of the Registrant 22 Item 11 Executive Compensation 22 Item 12 Security Ownership of Certain Beneficial Owners and Management 23 Item 13 Certain Relationships and Related Transactions 23 Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K 24 Item 1. BUSINESS Prior to 1993, the Registrant's primary business was to acquire a diversified portfolio of capital equipment for lease subject to operating and finance leases with terms of 36 to 60 months. The equipment leased was selected by the lessees and was purchased directly from the manufacturer, independent third parties and the lessees (via sale lease back transactions). Operating leases, primarily of data processing equipment, are those in which the Registrant maintains ownership of the equipment at the end of the lease. Finance leases are those in which the lessee is contractually obligated to purchase the equipment at a predetermined amount at the end of the lease. Since the Operating leases did not transfer ownership through a purchase obligation, the Registrant is dependent on re-lease or sale of the equipment to realize a profitable return on its investment in the leased equipment. Prior to 1993, the Registrant reinvested cash in excess of partners distributions into new lease transactions. Starting in 1993, the Registrant began to wind down its leasing operations by returning all cash proceeds from operations to the partners through quarterly distributions. During the wind down or liquidation phase, cash proceeds from the rents, equipment sold and all available cash from operations have been distributed to the limited partners in proportion to their respective tax basis capital accounts. The Registrant was fully liquidated as of December 31, 1996. During fiscal 1996, the Registrant fully liquidated its lease and equipment portfolio. The Registrant accrued the final distribution of $97,167 as of December 31, 1996 paid in February 1997. With the final distribution all assets will have been disposed of and all proceeds were distributed. The Partnership was formed in 1985 with a capitalization of $20,000,000. Limited partner distributions from inception to close of the Partnership were as follows:
Year Total Distribution Made ---- ----------------------- 1985 $ 5,030 1986 1,080,276 1987 1,757,055 1988 1,898,035 1989 2,029,950 1990 2,065,715 1991 531,318 1992 535,565 1993 1,499,913 1994 2,050,254 1995 1,499,902 1996 467,167 ------------ Total $ 15,420,180 ============
Distributions noted herein are on an accrual basis of accounting as shown on the Statement of Partners' Capital. The Registrant has accrued a liquidation distribution of $97,167 to the limited partners for the quarter ended December 31, 1996. Although the Registrant had until December 1997 to liquidate its operations, the Registrant was fully liquidated at the end of its eleventh full year of operation, December 1996. The Registrant failed to return 100 % of its invested capital. This loss was primarily caused by the failure of the Operating lease equipment to achieve its residual values. As reported in the 1990 Form 10-K residual values were adversely impacted by factors discussed below including intense competition from IBM Credit Corporation. Under an operating lease the risk of ownership remains with the lessor and is not passed on to the lessee. An operating lease yield depends entirely on the realization of residual expectations in order for the lessor to achieve a positive return. The partnership's greatest risk area was the residual values on its operating lease portfolio, and this was the area in which the largest shortfalls occurred. Residual values can be realized either by the sale or re-lease of equipment. In either case, the demand for used equipment is affected by the cost of substitutes and the strength or weakness in the general economy. Substitute new equipment may be more desirable than used equipment because it has higher performance levels and if the cost to maintain older equipment is high. Re-lease revenues are also affected by interest rate levels. A lower interest rate environment will reduce the monthly rent which can be charged for equipment. Competition While the Registrant is no longer seeking new leases, it has competed in the past with manufacture leasing companies, independent leasing companies, affiliates of banks, commercial credit companies and other leasing partnerships. Competition with these entities was based primarily on lease rates and terms as well as the type and amount of equipment. In addition the condition and relative obsolescence of equipment are major factors in the Partnership's ability to re-lease or sell its equipment from operating leases. Other factors include the demand for a type of equipment, the cost of maintenance, the availability of financing, trends in the economy, interest rates, tax laws as well as many other factors over which neither the Registrant nor its competitors have control. Working Capital The Partnership maintains cash reserves for normal operating expenses, working capital and certain leasing costs such as payment of personal property taxes, refurbishment cost and repossession costs. The Registrant has no statistical information to compare its reserves with those of its competitors. The Registrant had no employees. Leastec Corporation performed all management duties for the Fund. In 1996, the General Partner of the Registrant, Leastec Corporation, received management fees of seven percent (7%) of the Registrant's gross receipts, or $34,893, for managing the Registrant's operations. The Registrant's revenues, income, and assets for the years ended December 31, 1996, 1995, and 1994, are as follows:
1996 1995 1994 ---- ---- ---- Total Revenues $ 69,345 $ 724,735 $ 1,204,453 Net (Loss) Income (366,926) 396,074 469,972 Assets 293,433 1,335,840 2,995,740
Item 2. PROPERTIES The Registrant has no plants, mines or other physical properties. At December 31, 1996, the portfolio of leases was fully liquidated. The equipment previously on lease had consisted primarily of data processing equipment, office furniture, instrumentation and semi-conductor fabrication equipment. Item 3. LEGAL PROCEEDINGS The Registrant is not a party to any material pending legal proceedings at this time. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the period from September 30, 1996 to December 31, 1996, no matter was submitted to a vote of security holders, through the solicitation of proxies or otherwise. Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) The Registrant's Limited Partner Units and General Partner's Units are not publicly traded. There is no established public trading market for such Units and none is expected to develop. However the Registrant's units are freely transferable. The General Partner may at its sole discretion determine that the transfer of a unit will not become effective if such transfer is restricted or prohibited under Federal or state securities laws. In addition, the General Partner, in its sole judgment may determine that a transfer will not become effective if it would result in the premature termination of the Partnership for Federal income tax purposes or increase the risk of reclassification of the Registrant under the publicly traded partnership provisions of the Revenue Act of 1987 (the 1987 Act) or cause the Partnership to be reclassified as an association taxable as a corporation under Federal income tax regulations. The 1987 Act contains provisions which have an adverse impact on investors in "publicly traded partnerships," which include partnerships whose interests are traded either on an established securities market or are readily tradable on a secondary market. If the Partnership were to be classified as a "publicly traded partnership", the Partnership would be taxed as a corporation as of the time public trading was deemed to commence. The general partner has represented that it will take all action necessary to restrict transfers to assure that the units will not become readily tradable on a secondary market or substantial equivalent. To accomplish that goal the General Partner intends to restrict the transfer of Units to the extent necessary to comply with IRS Notice 99 containing safe harbors for the transfer of partnership interest. (b) The number of holders of partnership interests is set forth below: Title of Class Number of Holders as of December 31, 1996 Limited Partner Units 2,532 General Partner's Units 1 (c) Distributions During 1996, the Registrant made four (4) quarterly distributions and accrued a fifth distribution in the amount of $97,167 for the quarter ended December 31, 1996 (the first distribution in 1996 related to 1995) to all limited partners as follows:
Period Ended Payment Distributions per $250 Investment Unit ___________ ------- ---------------------- December 31, 1995 January 1996 $4.71 March 31, 1996 April 1996 $3.36 June 30, 1996 July 1996 $1.35 September 30, 1996 October 1996 $0.27 December 31, 1996 February 1997 $1.24 Item 6. SELECTED FINANCIAL DATA
YEARS ENDED DECEMBER 31, (in thousands, except per unit data) 1996 1995 1994 1993 1994 ---- ---- ---- ---- ---- Total revenues 69 725 1,204 1,761 2,521 Net (loss) income (367) 396 470 572 475 Total assets at December 31 293 1,336 2,996 5,090 7,452 Long-term portion of notes payable 0 0 0 43 927 Distributions declared to partners 487 1,578 2,158 1,579 564 Net (loss) income per weighted average limited partner unit outstanding (4.90) 4.02 4.59 6.25 4.92
Cash dividends declared per limited partner unit data is not applicable as cash distributions were distributed to those investors electing to receive them at a fixed rate as determined by the general partner based on the investors original investment for years 1986 - 1992. Distributions for the subsequent quarters were based on each partner's tax basis capital account. The above selected financial data should be read in conjunction with the audited financial statements and related notes to the financial statements appearing in Item 8 of the Form 10-K. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Basis of Condensed Financial Statement Preparation The partnership has presented its 1996 financial statements to reflect its leasing liquidation activities on a basis consistent with prior periods. The partnership has complete its leasing activities and has distributed its remaining net assets (cash) to the partners and has dissolved the partnership. Results of Operations Life of the Registrant The Registrant began operations in late 1986. In 1986, the registrant invested its initial capital into operating leases of IBM equipment in accordance with the partnership agreement and investment prospectus. Under an operating lease the risk of ownership remains with the lessor. The expectation is that the equipment will retain its value and that the lessor will realize profits through the sale or re-lease of the equipment. Historically the Leasing Industry had experienced success with operating leases because the life of IBM computer equipment had exceed the life of the initial lease contract. However at the end of the 1980's and the beginning of the 1990's this fundamental premise changed to the detriment of the partnership's investment. At that time International Data Corporation (IDC) provided residual value estimates to the Leasing industry through their Lease Planning Service (LPS). The following is an example of the unexpected changes which swept through the computer leasing industry in the period from 1989 to 1992. In October of 1986, IDC estimated that an IBM 3380-AD4 disk drive would have a wholesale residual value of 27% of original cost in 1990. By 1990 the wholesale cost had dropped to 5% to 10% representing a 60% to 80% shortfall in residual expectations. This dramatic drop in value was caused by a surge of technological changes in the computer industry. As reported in prior year Forms 10-K, particularly 1990, residual values were impacted by increased competition from IBM Credit Corporation. IBM was forced to cut prices and lease rates in order to compete with newer technologies. The following is another example of the magnitude of these technologicial changes. At the end of 1986 a new IBM 700 megabyte disk drive sold for about $70,000. By 1996 it was possible to buy a PC 2.1 gigabit disk drive (200% larger than 700 megabyte) for $350. While an IBM disk drive and a PC disk drive work in different computing environments, this example still shows the magnitude of the technological changes which were competing with IBM equipment and reducing the residual value of its equipment. The dramatic failure of IBM equipment to maintain its value in the face of competitive technological changes was also evidenced by the decline of IBM stock value from $120 to $150 in 1986 to $50 to $40 by 1993. During this time the demand for main frame computer decreased as competing lower cost substitute systems became available. An additional contributing cause to the registrant's failure to return capital was the bankruptcy of Unicom Computer Corporation, one of the two original General Partners, in the fall of 1988. As a result, certain rental receipts were withheld by lessees for several months as claims by Unicom creditors were worked out. In addition, certain pieces of equipment were tied up and leasing activities were disrupted for almost nine months. At about this same time in 1989, IBM Credit Corp. became extremely competitive forcing lease rates down. This made it increasingly difficult for the partnership to find transactions which met its yield requirements. The competitive force from IBM Credit Corp. exacerbated a decline in rates as the general level of interest rates also began to fall. Starting in 1989, the registrant diversified the equipment portfolio away from IBM by leasing Digital Equipment Corp. (DEC) equipment and non-computer assets subject to operating leases. The DEC equipment while serving a different marketplace (the so-called mini-computer market as opposed to the mainframe IBM market) also suffered from extreme residual value shortfalls caused by the introduction of competing personal computer and client/server technologies. In 1991 the registrant engaged in finance leasing to eliminate the risk of residual values. Finance leases passed the risk of ownership to the lessees by requiring them to buy the equipment at the end of the lease. However, these leases were written in a decreasing interest rate environment. These interest rate decreases were caused in part by the recession of 1990 to 1992. The market interest rates were at levels below those required to return 100% capital to the investors. Distributions were reduced at that time, but continuing losses on the IBM equipment undercut efforts to earn back lost capital. The 1991 switch to finance leases was approved by a vote of 88% of the limited partnership units. This vote was required not only to allow the shift of the asset mix away from operating leases but to change the type of credit which could be accepted by the registrant. In general finance leases are used by companies which are privately owned and smaller with higher risk of credit default. While there were credit defaults as a result of this change, they were significantly smaller than those incurred by residual value losses. The switch to finance leases did not have enough time to rebuild the capital lost as equipment was sold from the operating lease portfolio before the partnerships liquidation date was reached. In summary the largest risk position in the registrants portfolio was in residual values of computer equipment, and it was the shortfalls in these residual values which was responsible for the registrant's losses. 1996 versus 1995 The Registrant completed eleven (11) full years of operations and has fully liquidated all its assets. During the wind down or liquidation phase of the Partnership, all cash flows in excess of partnership expenses were distributed to the limited partners in proportion to their respective tax basis capital accounts. Comparisons to prior year activities are limited due to the liquidation of the Registrants assets during this final year of the Partnership. The equipment on operating leases and the equipment held for sale was disposed or fully depreciated as of late 1994 and, therefore, not a major factor in the operations of 1995 and 1996. Consequently, operating lease income was $78 in 1996 compared to $177,797 for 1995 and depreciation expense was eliminated for 1995 and 1996. Rental income from operating leases comprised 16.3% of total revenue during 1995. The remaining revenue consists of direct financing lease income, interest, and the recovery of an operating lease previously written off because of the bankruptcy of a lessee. The decline in the percentage of income derived from operating leases reflects the Registrant's effort to invest in finance leases and the decreased size of the lease portfolio subject to operating leases. Direct financing lease income decreased from $251,036 in 1995 to $33,762 in 1996 as the finance lease portfolio decreased. Direct services from general partners remained fairly constant at $74,801 in 1996, $78,103 in 1995 and $73,063 in 1994. Direct services are the administrative and personnel costs (payroll) incurred on behalf of the Partnership. The expense remained constant because a minimal staff was required to complete the activities of the Partnership. General and administrative expenses decreased from $220,621 in 1994 to $147,244 in 1995 and increased to $271,959 in1996 due to the accrual of closing expenses required to meet the regulatory requirements of tax authorities and reporting requirements of the Limited Partnership Agreements. Total operating expenses decreased from $734,481 in 1994 to $328,661 in 1995 and increased to $436,271 in 1996 because of the write off of a lease to a bankrupt lessee and closing expenses mentioned above. The majority of the decrease from 1994 to 1995 related to the reduction of depreciation expense on the operating lease portfolio and a write off of a direct finance lease in 1994. The foregoing factors resulted in the Registrant reporting a net loss in 1996 of ($366,926) and net income of $396,074 in 1995 compared to $469,972 for 1994. Liquidity and Capital Resources Operating activities used cash flow of $142,527 in 1996 and $101,244 in 1995. The increase from year to year is a result of the rapid decline in the size of the lease portfolio compared to the size of the direct finance lease portfolio and the liquidation of the Registrant's assets. Investing activities (which includes the payment of cash allocable to return of principal under finance leases) provided net cash of $1,886,323 in 1995 and $487,412 in 1996. The entire 1996 amount was from finance leases. The decrease in the net investment in direct financing leases occurs naturally as the lease obligations are amortized by payment of rents. The sale of equipment related to direct financing leases and operating leases provided no cash in 1996 and amounts totaling $329,964 in 1994 and $89,050 in 1995. All notes were fully retired at the end of 1995 therefore cash from financing activities was not used to repay notes payable in 1996, but were used in amounts totaling $44,864 in 1995 and $135,477 in 1994. Cash from financing activities was also used to make the liquidating distributions to Partners, which amounted to $2,158,162 in 1994, $1,578,844 in 1995 and the closing distributions totaling $486,641 in 1996. The cash position fluctuated during the liquidation years of the Registrant. Cash available from lease rentals, terminations and sale of equipment was used first to pay expenses and then distributed to the Partners. The cash available varied quarter to quarter and year to year according to the timing of the receipts of rents, sales and termination receipts. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA LEASTEC INCOME FUND III (A California Limited Partnership) INDEX TO FINANCIAL STATEMENTS Page Number Independent Auditors' Report F-3 Financial Statements: Balance Sheets - December 31, 1996 and 1995 F-4 Statements of Operations For The Years Ended December 31. 1996, 1995, and 1994 F-5 Statements of Partners' Capital For The Years Ended December 31, 1996, 1995 and 1994 F-6 Statements of Cash Flows For The Years Ended December 31, 1996, 1995 and 1994 F-7 Notes to Financial Statements F-8 F-2 Independent Auditors' Report The Partners Leastec Income Fund III: We have audited the accompanying balance sheets of Leastec Income Fund III (a California limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' capital and cash flows for each of the years in the three-year period ended December 31, 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As discussed in note 1 to the financial statements, the Partnership discontinued operations on December 31, 1996 and intends to make the final liquidating cash distribution to the partners in 1997. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Leastec Income Fund III (a California limited partnership) as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1996 in conformity with generally accepted accounting principles. February 7, 1997 Signed (KPMG Partner) F-3
LEASTEC INCOME FUND III (A California Limited Partnership) Balance Sheets December 31, 1996 and 1995 Assets 1996 1995 ------ ---- ---- Cash and cash equivalents $ 293,433 $ 706,443 Receivables, net: Rent --- 3,338 Other --- 84,079 Net investment in direct financing leases --- 541,980 Equipment on operating leases, net of accumulated depreciation of $0 in 1996 and $6,166 in 1995 --- --- --------- ---------- $ 293,433 $1,335,840 ========= ========== Liabilities and Partners' Capital Trade accounts payable $ 193,787 64,323 Distributions payable to partners 97,167 368,421 Due to affiliates 2,479 2,677 Deferred rent revenue --- 2,944 Deposits --- 43,818 --------- ---------- Total liabilities 293,433 482,273 Partners' capital General partner: Authorized 808 units; issued and outstanding 807 units in in 1996 and 1995 --- 200 Limited partners: Authorized 80,000 units; issued and outstanding 78,821 units in 1996 and 1995 --- 853,367 --------- ---------- Total partners' capital --- 853,567 --------- ---------- $ 293,433 $1,335,840 ========= ========== See accompanying notes to financial statements. F-4
LEASTEC INCOME FUND III (A California Limited Partnership) Statement of Operations Years ended December 31, 1996, 1995, and 1994 1996 1995 1994 ---- ---- ---- Revenues: Operating lease income $ 78 117,797 439,607 Direct financing lease income 33,762 251,036 354,831 Interest and other income 25,505 46,971 81,633 Recovery on direct financing leases 10,000 181,395 --- Gain on disposition of direct financing lease equipment, net --- 38,486 --- Gain on disposition of equipment, net --- 89,050 328,382 --------- -------- -------- Total revenues 69,345 724,735 1,204,453 --------- -------- --------- Expenses: Depreciation of equipment on operating leases --- --- 130,703 Management fees 34,893 100,004 177,065 Loss on write-off of direct financing lease 54,568 --- 116,259 Direct services from general partner 74,801 78,103 73,063 Interest 50 3,310 16,770 General and administrative 271,959 147,244 220,621 --------- --------- -------- Total Expenses 436,274 328,661 734,481 --------- --------- -------- Net (loss) Income $(366,926) 396,074 469,972 ========= ========= ======== Net (loss) income per weighted average limited partner unit outstanding $ (4.90) 4.02 4.59 ======== ======== ======== See accompanying notes to financial statements. F-5
LEASTEC INCOME FUND III (A California Limited Partnership) Statements of Partners' Capital Years ended December 31, 1996, 1995, and 1994 General Limited Partner Partners Total ------- -------- ----- Partners' capital, December 31, 1993 $ 200 3,724,327 3,724,527 Net income 107,908 362,064 469,972 Distributions to partners (107,908) (2,050,254) (2,158,162) --------- ---------- ---------- Partners' capital, December 31, 1994 200 2,036,137 2,036,337 Net income 78,942 317,132 396,074 Distributions to partners (78,942) (1,499,902) (1,578,844) Partners' capital, December 31, 1995 200 853,367 853,567 --------- ---------- ---------- Net income (loss) 19,274 (386,200) (366,926) Distributions to partners (19,474) (467,167) (486,641) Partners' capital, December 31, 1996 $ --- --- --- ========== ========== ========== See accompanying notes to financial statements. F-6
LEASTEC INCOME FUND III (A California Limited Partnership) Statements of Cash Flows Years ended December 31, 1996,1995, and 1994 1996 1995 1994 ---- ---- ---- Cash flows from operating activities: Net (loss) income $(366,926) 396,074 469,972 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation --- --- 130,703 Gain on disposition of equipment --- (89,050) (328,382) Gain on disposition of direct financing lease --- (38,486) --- Loss on write off of direct financing leases 54,568 --- 116,259 Changes in operating assets and liabilities: Receivables 87,417 (37,546) 21,242 Trade accounts payable 129,464 (41,070) (25,085) Due to affiliates (288) (68,490) 19,256 Deposits and deferred rent revenue (46,762) (222,676) (101,923) -------- -------- -------- Net cash (used in) provided by operating activities (142,527) (101,244) 302,042 -------- -------- -------- Cash flows from investing activities: Net investment in direct financing leases --- (48,532) --- Decrease in net investment in direct financing leases 487,412 1,456,542 1,743,566 Proceeds from sale of direct financing leases --- 389,263 --- Proceeds from disposition of equipment --- 89,050 329,964 --------- --------- --------- Net cash provided by investing activities 487,412 1,886,323 2,073,530 Cash flows from financing activities: Repayment of notes payable and bank line of credit --- (44,864) (135,477) Distributions to partners (757,895) (1,678,844) (2,321,201) --------- ---------- ---------- Net cash used in financing activities (757,895) (1,723,708) (2,456,678) --------- ---------- ---------- Net (decrease) increase in cash and cash equivalents (413,010) 61,371 (81,106) Cash and cash equivalents at beginning of year 706,443 645,072 726,178 --------- --------- ----------- Cash and cash equivalents at end of year 296,433 706,443 645,072 ========= ========= =========== Supplemental disclosure of cash flow information: Cash paid for interest $ 50 3,010 16,770 ========= ========= =========== See accompanying notes to financial statements. F-7
[CAPTION] LEASTEC INCOME FUND III (A California Limited Partnership) Notes to Financial Statements Years ended December 31, 1996, 1995 and 1994 (1) Organization and Summary of Significant Accounting Policies (a) Organization Leastec Income Fund III (the Partnership) was formed on July 1, 1985 and commenced operations on December 6, 1985, as a California limited partnership. The Partnership was formed primarily for the purpose of purchasing, holding, leasing and selling peripheral computer equipment. The Partnership leased to various companies in a variety of industries throughout the United States. The Partnership's operations consisted of direct financing leases and operating leases. The Partnership's general partner is Leastec Corporation (Leastec). Leastec manages the Partnership, including investment of funds, purchase and sale of equipment, lease negotiation and other administrative duties. The Partnership ceased operations and prepared for a final liquidating cash distribution as of December 31, 1996. In accordance with the Partnership agreement, the general partner will distribute the net assets of the Partnership based on the limited partners' tax basis capital accounts. At December 31, 1996, the Partnership accrued $154,567 of estimated expenses, included in trade accounts payable, necessary o complete the dissolution of the Partnership. These costs include estimates for accounting, data processing, administrative expenses, regulatory filings with the SEC, income tax filings with the Internal Revenue Service and various states, and property tax filings with local governments. The General Partner commenced the dissolution in 1997. (b) Allowance for Doubtful Accounts Receivable The Partnership provides an allowance for doubtful accounts for receivables deemed uncollectible. No allowance for doubtful accounts was recorded at December 31, 1996 and 1995, respectively. (c) Net Investment in Direct Financing Leases Net investment in direct financing leases is the total of the future minimum lease payments and the guaranteed residual value accruing to the benefit of the lessor at the end of the lease term less the unearnd income in the lease. Generally, the equipment on lease secures the leases. In the event of default on a lease, the Partnership has the right to foreclose on the assets leased. Assets acquired in the foreclosure are recorded at the lesser of the net investment in the direct financing lease or their estimated fair value as of the date of the foreclosure. (Continued) F-8 LEASTEC INCOME FUND III (A California Limited Partnership) Notes to Financial Statements (1) Summary of Significant Accounting Policies, Continued (d) Equipment on Operating Leases Equipment on operating leases is stated at cost less accumulated depreciation. The cost of equipment Iincludes acquisition fees paid to the general partner on the purchase price of the equipment. Depreciation is calculated on the straight-line method over the estimated useful lives of the equipment ranging from two to seven years. The estimated useful lives of equipment on operating leases and depreciation rates are adjusted to reflect changes in the estimated salvage value of the equipment at the end of the related leases caused by technological advances or other market changes during the lease term. (e) Recognition of Lease Income Operating lease income is recognized ratably over the lease term. Unearned income on direct financing leases is recognized as revenue over the lease term at a constant rate of return on the net investment in the lease. (f) Income Taxes No provision is made for income taxes since the Partnership is not a taxable entity. Individual partners report their allocable share of partnership taxable income or loss. (g) Cash Equivalents For purposes of the statements of cash flows, the Partnership considers all investments with an initial maturity at date of purchase of three months or less to be cash equivalents. (h) Net (Loss) Income Per Weighted Average Limited Partner Unit Net (loss) income per weighted average limited partner unit is computed by dividing the net (loss) income allocated to the limited partners (($386,200) in 1996, $317,132 in 1995 and $362,064 in1994) by the weighted average number of limited partner units outstanding during the year (78,821 in 1996, 1995 and 1994). (i) Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (Continued) F-9 LEASTEC INCOME FUND III (A California Limited Partnership) Notes to Financial Statements (1) Summary of Significant Accounting Policies, Continued (j) Reclassifications Certain prior year amounts were reclassified for financial statement comparison purposes. (2) Direct Financing Leases Net investment in direct financing leases at December 31 consists of the following: 1996 1995 Total minimum lease payments receivable $ --- 418,355 Guaranteed residual value of leased equipment --- 170,622 Less: Unearned lease income --- (46,997) -------- -------- $ --- 541,980 ======== ======== (3) Recovery on Direct Financing Leases A lessee of the Partnership filed for Chapter 11 bankruptcy in 1994. The Partnership recorded a loss of $116,259 related to this lessee, for the year ended December 31, 1994. The Partnership subsequently received income from auction sales of recovered equipment and insurance proceeds on unrecovered equipment which resulted in a recovery of $78,863 recorded in the year ended December 31, 1995. In December 1996, the Partnership sold its claim in the bankruptcy to an unrelated third party for $10,000. In October 1992, a lessee experiencing financial difficulties suspended lease payments to the Partnership. The Partnership subsequently renegotiated terms with the lessee to continue monthly rental receipts at a reduced amount. The management of the Partnership believed that the lessee would continue to make lease payments. However, due to the uncertainty of the situation the Partnership recorded an allowance for possible losses of $50,000 at December 31, 1994. In accordance with the renegotiated terms with the lessee, the Partnership also received 13,133 equity shares of the lessee's common stock. However, the Partnership had not assigned a value to the shares of common stock as the fair market value was not determinable. In May 1995 the lessee was purchased by a third party who paid off the Partnership for the related obligation and purchased the related common stock shares. At December 31, 1995, the related balances and allowance were eliminated. The Partnership recognized income for the transaction which resulted in a recovery of $102,532 recorded in the year ended December 31, 1995. (Continued) F-10 LEASTEC INCOME FUND III (A California Limited Partnership) Notes to Financial Statements (4) Transactions with the General Partner and Affiliates The following is a summary of Partnership transactions with the general partner and affiliates. (a) Management Fees The general partner is entitled to receive management fees as compensation for services performed in connection with managing the equipment equal to the lesser of (a) 5% of gross rental payments from operating leases, 2% of gross rental payments from full payout leases which contain net lease provisions, or 7% of gross receipts, excluding sales, from Partnership equipment, whichever is applicable; or (b) the fee which the general partner reasonably believes to be competitive with that which would be charged by a nonaffiliate for rendering comparable services. These fees totaled $34,893 in 1996, $100,004 in 1995 and $177,065 in 1994. (b) Direct Services The general partner provides various services directly related to the operations of the Partnership. The Partnership reimburses the general partner for administrative and personnel costs incurred on its behalf. Such reimbursements totaled $74,801 in 1996, $78,103 in 1995 and $73,063 in 1994. (c) Due to Affiliates Amounts due to affiliates totaled $2,479 and $2,767 at December 31, 1996 and 1995, respectively. (d) Direct Financing Lease Purchases The Partnership purchased direct financing leases from an affiliate of the general partner in the amount of $48,532 in 1995. The purchase price was established by the net book value at which the leases were recorded on the affiliate's books. (Continued) F-11 LEASTEC INCOME FUND III (A California Limited Partnership) Notes to Financial Statements (5) Cash Distributions and Allocations of Profits and Losses (a) Cash Distributions The limited partners and general partner receive 95% and 5%, respectively, of cash available for distribution, as defined in the Partnership agreement, until the limited partners receive an amount equal to their original capital contribution plus an 8% per annum, cumulative, non-compounded return on the original capital contributions. Thereafter, the limited partners and general partner receive 85% and 15%, respectively, of cash available for distribution. Distributions have not reached the above limit and are currently distributed 95% to the limited partners and 5% to the general partner. Cash distributions of $370,000 relating to the 1996 financial year of operations of the Partnership were madW to the limited partners. In accordance with the Partnership agreement, a liquidating distribution of $97,167 was declared and accrued to bring the limited partners capital account to zero. Under the Partnership agreement, the general partner's capital account was reduced to zero. (b) Profit and Loss Allocations Profits are allocated first to the general partner until the general partner's capital accounts are brought to zero; second, 1% to the general partner and 99% to the limited partners until the total Partnership deficit is zero; third, to the general partner in an amount equal to cash distributions, and the remainder to the limited partners on the basis of their capital account balances. In 1996 the general partner's capital account received a qualified income offset allocation pursuant to Section 14.2 of the Partnership agreement. The qualified income offset allocation was made in order to maintain capital accounts in accordance with the Partnership agreement. (Continued) F-12 LEASTEC INCOME FUND III (A California Limited Partnership) Notes to Financial Statements (6) Tax Information The following reconciles net (loss) income for financial purposee and federal income tax purposes for the years ended December 31: 1996 1995 1994 ---- ---- ---- Net (loss) income per financial statements $ (366,926) 396,074 469,972 Gain on disposition of equipment (1,008) (280) (122,303) Loss on write off of direct financing lease --- --- 116,259 Depreciation and amortization (486) (38,661) (50,595) Loss on liquidation (456,150) --- --- Allowance for doubtful direct financing leases --- (50,000) --- Allowance for doubtful accounts --- (14,262) --- Direct financing leases --- 49,704 92,687 Deferred rent revenue (2,944) (1,665) (2,456) Syndication fees (2,474,697) --- --- ---------- ------- ------- Partnership (loss) income for federal income tax purposes $(3,302,211) 340,910 503,564 =========== ======== ======= Syndication fees are capitalized when incurred and allocated to the partners upon liquidation for federal income tax purposes. The following reconciles partners' capital for financial reporting purposes and federal income tax purposes as of December 31: 1996 1995 ---- ---- Partners' capital per financial statements $ --- 853,567 Commissions and offering costs on sale of limited partnership units --- 2,474,697 Depreciation and amortization --- (490,155) Loss on liquidation --- --- Direct financing leases --- 856,043 Deferred rent revenue --- 2,944 Other --- 91,756 ------ --------- Partners' capital for federal income tax purposes $ --- 3,788,852 ====== ========= F-13 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) At December 31, 1996, the General Partner of the Registrant was Leastec Corporation, a California corporation, a wholly owned subsidiary of The Earnest Group, formerly Partners Fund Management, Inc. (b) The directors and executive officers of the General Partner of the Registrant who are not themselves general partners of the Registrant are: Ernest V. Lavagetto, 49, President, Chief Financial Officer, Secretary and Director of Leastec Corporation since January 1990. Mr. Lavagetto's term of office as Director ends on April 31, 1997. Mr. Lavagetto joined Leastec Corporation in 1980. He is a Certified Public Accountant and a member in good standing of the American Institute of Certified Public Accountants. The officer noted above is not subject to an employment contract but serves at the pleasure of the Board of Directors of the respective corporation. (c) All significant employees are identified in Item 10 (b) above. Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued) (d) Leastec Corporation was formed in December 1976. Since its formation, Leastec has sponsored numerous tenancies-in-common, direct ownership transactions, and limited partnerships involving the leasing of computer and high technology medical equipment. Since 1980, Leastec has sponsored and served as a general partner of the following partnerships: Leastec Investors No. 1 Leastec Investors No. 2 Leastec Investors No. 3 Leastec Investors No. 4 Leastec Investors No. 5 Leastec Investors No. 6 Equipment Investors of Pacific No. 1 Equipment Investors of Pacific No. 2 Equipment Investors of Pacific No. 3 Equipment Investors of Pacific No. 4 Equipment Investors of Pacific No. 5 Equipment Investors of Pacific No. 6 Leastec Associates I Leastec Associates II Leastec Associates III Leastec Associates IV Leastec Associates V Leastec Associates VI Leastec Partners I Leastec Partners II Leastec Partners III Leastec Partners IV Leastec Partners V Leastec Partners VI Leastec Partners VII Leastec Partners VIII Leastec Partners IX Leastec Partners X Leastec Partners XI Leastec Partners XII Leastec Partners XIII Leastec Partners XV Leastec Partners XVI Leastec Systems I Western Trailer Associates Catscan Associates Leastec Income Fund 1984-1 Leastec Income Fund 1985-1 Leastec Income Fund III Leastec Income Fund IV Leastec Income Fund V Item 11. EXECUTIVE COMPENSATION The Registrant has no employees. For information relating to fees and compensation paid to the General Partner, see Item 13. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) No person owns of record, or is known by the Registrant to own beneficially, more than five percent (5%) of the Limited Partner Units. As noted below, the General Partner owns 100 percent of the General Partner Units. (b) The General Partner of the Registrant owns the equity securities of the Registrant set forth in the following table: (1) (2) (3) (4) Name of Amount and Nature Title of Beneficial of Beneficial Percent Class Owner Ownership of Class General Partner's Unit Leastec Corporation 807 Units 100.0% Leastec Corporation has the right to acquire all of the Limited Partners Units of which it is the beneficial owner as specified in Rule 13d-3(d)(1) under the Exchange Act. (c) There are no arrangements known to the Registrant, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Set forth is information relating to all compensation paid or accrued by the Registrant to the General Partner during the fiscal year ended December 31, 1996 (A) (B) (C) Name of Individual Capacities in Cash or Number in Group Which Served Compensation Leastec Corporation General Partner $34,893 The General Partner receives all of its compensation in cash from the Registrant. The Registrant also reimburses the General Partner for administrative, personnel and dissolution costs incurred and accrued by the General Partner on behalf of the Registrant. Such expenses totaled $271,959 in 1995. Profits are allocated first to the General Partner until the General Partner's capital account is brought to zero; second, 1% to the General Partner and 99% to the limited partners until the total Partnership deficit is zero; third, to the General Partner in an amount equal to cash distributions, and the remainder to the limited partners on the basis of their capital account balances. Net losses are allocated 99% to the limited partners and 1% to the General Partner. In 1995, the net income allocated to the General Partner amounted to $19,474. Substantially all equipment leased by the Registrant is initially purchased by the Registrant from the manufacturer or independent third parties. The Registrant does not purchase any inventory of equipment but usually acquires equipment that is already subject to a lease. The Registrant purchases the equipment at cost. In addition, the Registrant's purchase price includes commissions paid to independent brokers for originating lease transactions and acquiring equipment. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Exhibits 1. Financial Statements Page Number Independent Auditors' Report F-3 Balance Sheets F-4 Statements of Operations F-5 Statements of Partners' Capital F-6 Statements of Cash Flows F-7 Notes to Financial Statements F-8 All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto. Exhibit Page Number Exhibit Name Number 3 Leastec Income Fund III Limited Partnership Agreement (Incorporated by reference from Exhibit A on Form S-1 filed with the Commission on November 1, 1985 File Number 2-99435) (b) No reports on Form 8-K have been filed during the last quarter of the fiscal year ending December 31, 1996. Pursuant to the requirements of Sections 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. LEASTEC INCOME FUND III (Registrant) By: LEASTEC CORPORATION General Partner Dated: March 30, 1997 By: ERNEST LAVAGETTO President
EX-27 2
5 This schedule contains summary financial information extracted from Form 10-K and is qualified in its entirety by reference to such statements. YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 293,433 0 0 0 0 293,433 0 0 293,433 293,433 0 0 0 0 0 293,433 0 69,345 0 0 436,221 0 50 (366,926) 0 0 0 0 0 (366,926) (4.90) (4.92)
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