UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
Commission file number 0-15801
AMERICAN LEASING INVESTORS VIII-B, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3275939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 West Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices)
(203) 862-7444
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check 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 [ ]
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
FORM 10-Q - MARCH 31, 1998
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEETS - March 31, 1998 and December 31, 1997
STATEMENTS OF OPERATIONS - For the three months ended March 31, 1998
and 1997
STATEMENT OF PARTNERS' EQUITY - For the three months ended March 31,
1998
STATEMENTS OF CASH FLOWS - For the three months ended March 31, 1998
and 1997
NOTES TO FINANCIAL STATEMENTS
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
BALANCE SHEETS
March 31, December 31,
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Cash and cash equivalents .................................... $268,167 $208,631
Other receivables and prepaid expenses ....................... 1,141 31,786
Leased equipment - net of accumulated depreciation of
$805,268 at December 31, 1997 ............................. -- 5,308
-------- --------
$269,308 $245,725
======== ========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable and accrued expenses ........................ $ 69,878 $ 62,765
Due to affiliates ............................................ -- 617
-------- --------
Total liabilities ..................................... 69,878 63,382
-------- --------
Commitments and contingencies
Partners' equity
Limited partners' equity (20,442 units issued and outstanding) 196,446 179,530
General partners' equity ..................................... 2,984 2,813
-------- --------
Total partners' equity .................................... 199,430 182,343
-------- --------
$269,308 $245,725
======== ========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
STATEMENTS OF OPERATIONS
For the three months ended
March 31,
1998 1997
-------- --------
<S> <C> <C>
Revenues
Other, principally interest ......................... $ 3,274 $ 2,491
Rental .............................................. -- 86,307
-------- --------
3,274 88,798
-------- --------
Costs and expenses
General and administrative .......................... 63,004 26,630
Depreciation ........................................ -- 59,666
Operating ........................................... -- 11,695
Fees to affiliates .................................. -- (2,332)
-------- --------
63,004 95,659
-------- --------
(59,730) (6,861)
Other income
Gain on disposition of equipment - net .............. 76,817 --
-------- --------
Net income (loss) ........................................ $ 17,087 $ (6,861)
======== ========
Net income (loss) attributable to
Limited partners .................................... $ 16,916 $ (6,792)
General partners .................................... 171 (69)
-------- --------
$ 17,087 $ (6,861)
======== ========
Net income (loss) per unit of limited partnership interest
(20,442 units outstanding) .......................... $ .83 $ (.33)
======== ========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
STATEMENT OF PARTNERS' EQUITY
Limited General Total
Partners' Partners' Partners'
Equity Equity Equity
-------- -------- --------
<S> <C> <C> <C>
Balance, January 1, 1998 ............. $179,530 $ 2,813 $182,343
Net income for the three months
ended March 31, 1998 ............ 16,916 171 17,087
-------- -------- --------
Balance, March 31, 1998 .............. $196,446 $ 2,984 $199,430
======== ======== ========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
STATEMENTS OF CASH FLOWS
For the three months ended
March 31,
1998 1997
--------- ---------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
Net income (loss) ............................... $ 17,087 $ (6,861)
Adjustments to reconcile net income (loss) to net
cash used in operating activities
Gain on disposition of equipment - net ... (76,817) --
Depreciation ............................. -- 59,666
Changes in assets and liabilities
Other receivables and prepaid expenses ....... 30,645 (12,515)
Accounts payable and accrued expenses ........ 7,113 1,610
Deferred income .............................. -- (49,800)
Due to affiliates ............................ (617) (2,332)
--------- ---------
Net cash used in operating activities .... (22,589) (10,232)
--------- ---------
Cash flows from investing activities
Proceeds from disposition of equipment .......... 82,125 --
--------- ---------
Net increase (decrease) in cash and cash equivalents . 59,536 (10,232)
Cash and cash equivalents, beginning of period ....... 208,631 201,251
--------- ---------
Cash and cash equivalents, end of period ............. $ 268,167 $ 191,019
========= =========
</TABLE>
See notes to financial statements.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
1 INTERIM FINANCIAL INFORMATION
The summarized financial information contained herein is unaudited;
however, in the opinion of management, all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of such
financial information have been included. The accompanying financial
statements, footnotes and discussions should be read in conjunction
with the financial statements, related footnotes and discussions
contained in the American Leasing Investors VIII-B, L.P. (the
"Partnership") annual report on Form 10-K for the year ended December
31, 1997. The results of operations for the three months ended March
31, 1998 are not necessarily indicative of the results to be expected
for the full year.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leased equipment
The cost of leased equipment represented the initial cost of the
equipment to the Partnership plus miscellaneous acquisition and closing
costs, and was carried at the lower of depreciated cost or net
realizable value.
Depreciation was computed using the straight-line method over the
estimated useful lives of such assets (15 years for transportation
equipment and 10 years for packaging line equipment).
When equipment was sold or otherwise disposed of, the cost and
accumulated depreciation (and any related allowance for equipment
impairment) were removed from the accounts and any gain or loss on such
sale or disposal was reflected in operations. Normal maintenance and
repairs were charged to operations as incurred. The Partnership
provided allowances for equipment impairment based upon a quarterly
review of all equipment in its portfolio, when management believed
that, based upon market analysis, appraisal reports and leases in place
with respect to specific equipment, the investment in such equipment
may not have been recoverable.
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
The corporate general partner of the Partnership, ALI Capital Corp.
(the "Corporate General Partner"), the managing general partner of the
Partnership, ALI Equipment Management Corp. ("Equipment Management")
and Integrated Resources Equipment Group, Inc. ("IREG") are wholly
owned subsidiaries of Presidio Capital Corp. ("Presidio"). Presidio
Boram Corp., a subsidiary of Presidio, is the associate general
partner. Other limited partnerships and similar investment programs
have been formed by Equipment Management or its affiliates to acquire
equipment and, accordingly, conflicts of interest may arise between the
Partnership and such other limited partnerships. Affiliates of
Equipment Management have also engaged in businesses related to the
management of equipment and the sale of various types of equipment and
may transact business with the Partnership.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)
Subject to the rights of the Limited Partners under the Limited
Partnership Agreement, Presidio will control the Partnership through
its direct or indirect ownership of all of the shares of Equipment
Management, the Corporate General Partner and the associate general
partner. On August 28, 1997, an affiliate of NorthStar Capital Partners
acquired all of the Class B shares of Presidio, the corporate parent of
the general partners. This acquisition, when aggregated with previous
acquisitions, caused NorthStar Capital Partners to acquire indirect
control of the general partners. On November 2, 1997, the
Administrative Services Agreement between Presidio and Wexford
Management LLC ("Wexford"), the administrator for Presidio, expired.
Pursuant to that agreement Wexford had authority to designate directors
of Equipment Management, the Corporate General Partner and the
associate general partner. Effective November 3, 1997, Wexford and
Presidio entered into a new Administrative Services Agreement, dated as
of November 3, 1997 (the "ASA") which expired on May 3, 1998. Under the
terms of the ASA, Wexford provided consulting and administrative
services to Presidio and its affiliates, including Equipment
Management, the Corporate General Partner, the associate general
partner and the Partnership. Presidio also entered into a management
agreement with NorthStar Presidio Management Company, LLC ("NorthStar
Presidio"). Under the terms of the management agreement, NorthStar
Presidio provides the day-to-day management of Presidio and its direct
and indirect subsidiaries and affiliates. During the three months ended
March 31, 1998 and 1997, reimbursable expenses due to NorthStar
Presidio (1998) and Wexford (1997) from the Partnership amounted to
$3,600 and $3,150, respectively.
The Partnership has a management agreement with IREG, pursuant to which
IREG receives 5% of annual gross rental revenues on operating leases;
2% of annual gross rental revenues on full payout leases which contain
net lease provisions; and 1% of annual gross rental revenues, if
services are performed by third parties under the active supervision of
IREG, as defined in the Limited Partnership Agreement. The Partnership
incurred equipment management fees of $249 for the three months ended
March 31, 1997. There were no equipment management fees incurred for
the three months ended March 31, 1998.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)
During the operating and sale stage of the Partnership, IREG is
entitled to a partnership management fee equal to 4% of distributable
cash from operations, as defined in the Limited Partnership Agreement,
subject to increase after the limited partners have received certain
specified minimum returns on their investment. No partnership
management fees were incurred for the three months ended March 31, 1998
and 1997.
The general partners are entitled to 1% of distributable cash from
operations and cash from sales and an allocation of 1% of taxable net
income or loss of the Partnership.
During the operating and sale stage of the Partnership, IREG may be
entitled to receive certain other fees which are subordinated to the
receipt by the limited partners of their original invested capital and
certain specified minimum returns on their investment.
Upon the ultimate liquidation of the Partnership, the general partners
may be required to remit to the Partnership certain payments
representing capital account deficit restoration based upon a formula
provided within the Limited Partnership Agreement. Such restoration
amount may be less than the recorded general partners' deficit, which
could result in distributions to the limited partners of less than
their recorded equity.
In April 1995, Equipment Management and certain affiliates entered into
an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone")
pursuant to which Fieldstone performs certain management and
administrative services relating to the Partnership as well as certain
other partnerships in which Equipment Management serves as general
partner. Substantially all costs associated with the retention of
Fieldstone, other than legal fees, are paid by Equipment Management.
The agreement with Fieldstone was scheduled to terminate November 3,
1997. Equipment Management and certain affiliates are currently
negotiating a possible extension of the agreement. Fieldstone has
indicated that it will continue to perform services in respect of the
Partnership pending the conclusion of such negotiation.
4 EQUIPMENT SALES
DuPont aircraft
On January 21, 1997, the lease of the British Aerospace HS 125-800A
aircraft (the "DuPont Aircraft") owned by the Partnership, expired in
accordance with its original terms. The associated debt was repaid upon
the receipt of the final rental installment. The lessee continued to
utilize the DuPont Aircraft, with the Partnership's consent, until
January 31, 1997 at which time the DuPont Aircraft was made available
for its return inspection. On April 16, 1997, the Partnership sold the
DuPont Aircraft to an unaffiliated third party for a purchase price of
$5,400,000, exclusive of selling expenses of approximately $118,000. At
the time of sale, the DuPont Aircraft had a net carrying value of
approximately $3,041,800.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
4 EQUIPMENT SALES (continued)
Packaging line equipment
On June 30, 1994, the Partnership's lease of certain Packaging Line
Equipment with Xerox was scheduled to expire in accordance with the
original lease terms (the "Xerox Lease"). Upon receipt of the final
rental installment due under the Xerox Lease the associated nonrecourse
debt was repaid.
In late 1993, Xerox had notified the Partnership of its intent to
exercise its right to extend the Xerox Lease and Xerox and the
Partnership commenced negotiations to determine the fair market rental
value of the Packaging Line Equipment. Pursuant to the terms of the
Xerox Lease, Xerox had the right to elect to extend the Xerox Lease for
two consecutive periods of one year each. In October 1995, the
Partnership and Xerox agreed upon a lease rate for an eighteen month
lease renewal which expired on December 31, 1995.
Notwithstanding the absence of an agreement on a lease extension, and
without the consent of the Partnership, Xerox continued to utilize the
Packaging Line Equipment subsequent to December 31, 1995. The
Partnership and Xerox were unable to reach an agreement and, on April
17, 1997, the Partnership commenced an action against Xerox in the
Supreme Court of the State of New York, County of New York, seeking
compensation and punitive damages relating to Xerox's retention of the
Packaging Line Equipment. This action was settled during the course of
trial in the first quarter of 1998.
Xerox, during the course of the litigation, remitted to the Partnership
the fair market rental value of approximately $31,000 for the two year
period from January 1, 1996 through December 31, 1997, as well as a
purchase amount for the equipment of approximately $82,000 which became
effective on January 1, 1998.
5 COMMITMENTS AND CONTINGENCIES
In January 1998, the Partnership received proposed notices of
assessment from the City of New York, Department of Finance with
respect to Unincorporated Business Tax ("UBT") aggregating
approximately $130,000 for the years 1992, 1993 and 1994. The City of
New York is alleging that UBT is owed by the Partnership with respect
to conducting business in New York City.
Final assessments have not yet been issued. The Partnership is
vigorously contesting the assessment. There can be no assurance that
the Partnership will be successful in its contest of the assessment.
The Partnership has not recorded any provision or liability as a result
of the proposed notices of assessment.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As of March 31, 1998, the Partnership had operating reserves of
approximately $199,000 which was comprised of undistributed cash from
operations and sales of approximately $97,000 as well as the general
working capital reserve of approximately $102,000. On April 16, 1997,
the Partnership sold one of its two remaining assets, a British
Aerospace HS 125-800A aircraft (the "DuPont Aircraft"), and generated
net proceeds of approximately $5,282,000 in connection with the sale.
The Partnership distributed the net proceeds of the sale, less any
amounts required as reserves, of $252 per Unit in May 1997. The
Partnership's sole remaining asset was certain packaging line equipment
(the "Packaging Line Equipment"), which was leased to Xerox Corporation
("Xerox"). In January 1998, the Packaging Line Equipment was sold for a
purchase price of approximately $82,000. The Partnership does not
anticipate that it will make any additional distributions until it
resolves the issues associated with the tax examination of the UBT.
Upon the consummation of the resolution of the tax examination relating
to the UBT, the managing general partner will then prepare a final
accounting of the Partnership's assets and liabilities, commence the
dissolution and termination of the Partnership and make a final
distribution to partners.
The Partnership had no outstanding material commitments for capital
expenditures as of March 31, 1998.
Inflation and changing prices have not had any material effect on the
Partnership's revenues since its inception nor does the Partnership
anticipate any material effect on its business from these factors.
Set forth below is a description of various transactions which have
impacted the liquidity of the Partnership during 1998 and 1997:
(i) In early July 1994, upon the receipt of the final rental
installment during the initial lease term associated with the
Packaging Line Equipment, the associated nonrecourse debt was
repaid. Xerox, the lessee of the Packaging Line Equipment,
exercised its right to renew the lease through December 1995, in
accordance with its "Fair Market Rental Value" renewal option at
a fair market rental rate equal to approximately 42% of the
original rent. Notwithstanding the absence of an agreement on a
lease extension, and without the consent of the Partnership,
Xerox continued to utilize the Packaging Line Equipment
subsequent to December 31, 1995 The Partnership and Xerox were
unable to reach an agreement and, on April 17, 1997, the
Partnership commenced an action against Xerox. The action was
settled during the course of trial, which is described in Part
II, Item 1. The Packaging Line Equipment had a net carrying value
of $0 and $ 5,308 at March 31, 1998 and December 31, 1997,
respectively.
<PAGE>
(ii) On January 21, 1997, the lease of the DuPont Aircraft owned by
the Partnership expired in accordance with its original terms.
The associated debt was repaid upon the receipt of the final
rental installment. The lessee continued to utilize the DuPont
Aircraft, with the Partnership's consent, until January 31, 1997
at which time the DuPont Aircraft was made available for its
return inspection. On April 16, 1997, the Partnership sold the
DuPont Aircraft to an unaffiliated third party for a purchase
price of $5,400,000, exclusive of selling expenses of
approximately $118,000. At the time of sale, the DuPont Aircraft
had a net carrying value of approximately $3,041,800.
Results of Operations
The Partnership recognized a loss of approximately $59,700 for the
quarter ended March 1998 as compared to the corresponding period of the
prior year, before gain on disposition of equipment of approximately
$76,800 in January 1998.
Revenue decreased for the three months ended March 31, 1998, as
compared to the corresponding period of the prior year, primarily due
to the expiration of the lease of the DuPont Aircraft on January 21,
1997 and the Packaging Line Equipment on December 31, 1997. This was
partially offset by the interest earned on the proceeds generated from
the sale of the Packaging Line Equipment and reserves available for
short term investment.
Expenses decreased for the three months ended March 31, 1998, as
compared to the corresponding period of the prior year due to: (i) less
depreciation in the current period on the DuPont Aircraft sold on April
16, 1997 and the Packaging Line Equipment sold in January 1998, (ii)
lower equipment management fees due to reduced rental on which such fee
is based, (iii) offset by an increase during the three months ended
March 31, 1998 in legal and operating expenses related to the Packaging
Line Equipment and the UBT tax examination.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On June 30, 1994, the Partnership's lease of certain Packaging Line Equipment
with Xerox was scheduled to expire in accordance with the original lease terms
(the "Xerox Lease"). Upon receipt of the final rental installment due under the
Xerox Lease the associated nonrecourse debt was repaid.
In late 1993, Xerox had notified the Partnership of its intent to exercise its
right to extend the Xerox Lease and Xerox and the Partnership commenced
negotiations to determine the fair market rental value of the Packaging Line
Equipment. Pursuant to the terms of the Xerox Lease, Xerox had the right to
elect to extend the Xerox Lease for two consecutive periods of one year each. In
October 1995, the Partnership and Xerox agreed upon a lease rate for an eighteen
month lease renewal which expired on December 31, 1995.
Notwithstanding the absence of an agreement on a lease extension, and without
the consent of the Partnership, Xerox continued to utilize the Packaging Line
Equipment subsequent to December 31, 1995. The Partnership and Xerox were unable
to reach an agreement and, on April 17, 1997, the Partnership commenced an
action against Xerox in the Supreme Court of the State of New York, County of
New York, seeking compensation and punitive damages relating to Xerox's
retention of the Packaging Line Equipment. This action was settled during the
course of trial in the first quarter of 1998.
Xerox, during the course of the litigation, remitted to the Partnership the fair
market rental value of approximately $31,000 for the two year period from
January 1, 1996 through December 31, 1997, as well as a purchase amount for the
equipment of approximately $82,000 which became effective on January 1, 1998.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: None.
(b) Reports on Form 8-K: None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN LEASING INVESTORS VIII-B, L.P.
By: ALI Equipment Management Corp.
Managing General Partner
/s/ Richard Sabella
---------------
Richard Sabella
President
/s/ Lawrence Schachter
------------------
Lawrence Schachter
Senior Vice President
and Chief Financial Officer
Date: May 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE MARCH 31, 1998 FORM 10-Q OF AMERICAN LEASING INVESTORS VIII-B,
L.P. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1998
<CASH> 268,167
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 269,308
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 269,308
<CURRENT-LIABILITIES> 69,878
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 199,430
<TOTAL-LIABILITY-AND-EQUITY> 269,308
<SALES> 0
<TOTAL-REVENUES> 3,274
<CGS> 0
<TOTAL-COSTS> 63,004
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,087
<INCOME-TAX> 0
<INCOME-CONTINUING> 17,087
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,087
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
