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 September 30, 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 - SEPTEMBER 30, 1998
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEETS - September 30, 1998 and December 31, 1997
STATEMENTS OF OPERATIONS - For the three months ended September 30,
1998 and 1997 and for the nine months ended September 30, 1998
and 1997
STATEMENT OF PARTNERS' EQUITY - For the nine months ended September 30,
1998
STATEMENTS OF CASH FLOWS - For the nine months ended September 30, 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
September 30, December 31,
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Cash and cash equivalents .................................... $128,298 $208,631
Other receivables and prepaid expenses ....................... 600 31,786
Leased equipment - net of accumulated depreciation of
$805,268 at December 31, 1997 ............................. -- 5,308
-------- --------
$128,898 $245,725
======== ========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable and accrued expenses ........................ $ 35,476 $ 62,765
Due to affiliates ............................................ -- 617
-------- --------
Total liabilities ..................................... 35,476 63,382
-------- --------
Commitments and contingencies
Partners' equity
Limited partners' equity (20,442 units issued and outstanding) 91,498 179,530
General partners' equity ..................................... 1,924 2,813
-------- --------
Total partners' equity .................................... 93,422 182,343
-------- --------
$128,898 $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 For the nine months ended
September 30, September 30,
---------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Other, principally interest ................ $ 1,851 $ 3,060 $ 7,997 $ 29,161
Rental ..................................... -- 12,436 -- 111,178
----------- ----------- ----------- -----------
1,851 15,496 7,997 140,339
----------- ----------- ----------- -----------
Costs and expenses
General and administrative ................. 10,500 19,079 173,735 78,426
Operating .................................. -- -- -- 11,795
Depreciation ............................... -- 18,239 -- 96,142
Interest ................................... -- 249 -- --
Fees to affiliates ......................... -- -- -- (1,835)
----------- ----------- ----------- -----------
10,500 37,567 173,735 184,528
----------- ----------- ----------- -----------
(8,649) (22,071) (165,738) (44,189)
Other income
Gain on disposition of equipment - net ..... -- -- 76,817 2,240,193
----------- ----------- ----------- -----------
Net (loss) income ............................... $ (8,649) $ (22,071) $ (88,921) $ 2,196,004
=========== =========== =========== ===========
Net (loss) income attributable to
Limited partners ........................... $ (8,563) $ (21,850) $ (88,032) $ 2,174,044
General partners ........................... (86) (221) (889) 21,960
----------- ----------- ----------- -----------
$ (8,649) $ (22,071) $ (88,921) $ 2,196,004
=========== =========== =========== ===========
Net (loss) income per unit of limited partnership
interest (20,442 units outstanding) ........ $ (0.42) $ (1.07) $ (4.31) $ 106.35
=========== =========== =========== ===========
</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 loss for the nine months
ended September 30, 1998 ..... (88,032) (889) (88,921)
--------- --------- ---------
Balance, September 30, 1998 ....... $ 91,498 $ 1,924 $ 93,422
========= ========= =========
</TABLE>
See notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
STATEMENTS OF CASH FLOWS
For the nine months ended
September 30,
----------------------------
1998 1997
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
Net (loss) income ............................... $ (88,921) $ 2,196,004
Adjustments to reconcile net (loss) income to net
cash (used in) operating activities
Gain on disposition of equipment - net ... (76,817) (2,240,193)
Depreciation ............................. -- 96,142
Changes in assets and liabilities
Other receivables and prepaid expenses ....... 31,186 (37,395)
Accounts payable and accrued expenses ........ (27,289) (19,767)
Deferred income .............................. -- (49,800)
Due to affiliates ............................ (617) (2,316)
----------- -----------
Net cash used in operating activities (162,458) (57,325)
----------- -----------
Cash flows from investing activities
Proceeds from disposition of equipment - net .... 82,125 5,282,000
----------- -----------
Cash flows from financing activities
Distributions to partners ....................... -- (5,203,418)
----------- -----------
Net cash used in financing activities -- (5,203,418)
----------- -----------
Net (decrease) increase in cash and cash equivalents . (80,333) 21,257
Cash and cash equivalents, beginning of period ....... 208,631 201,250
----------- -----------
Cash and cash equivalents, end of period ............. $ 128,298 $ 222,507
=========== ===========
</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 nine months ended September
30, 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.
<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 controls 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. Effective July 31, 1998, Presidio is indirectly controlled by
NorthStar Capital Investment Corp., a Maryland corporation. Effective
as of August 28, 1997, Presidio entered into a management agreement
with NorthStar Presidio Management Company, LLC ("NorthStar Presidio")
pursuant to which NorthStar Presidio provides the day-to-day management
of Presidio and its direct and indirect subsidiaries and affiliates.
During the nine months ended September 30, 1998, reimbursable expenses
due to NorthStar Presidio from the Partnership amounted to $10,200.
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 $(1,835) for the nine months
ended September 30, 1997. There were no equipment management fees
incurred for the nine months ended September 30, 1998.
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 nine months ended September 30,
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.
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 performed certain management and
administrative services relating to the Partnership as well as certain
other partnerships in which Equipment Management serves as general
partner. Fieldstone continued to perform such services until July 31,
1998.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
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.
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.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
5 COMMITMENTS AND CONTINGENCIES
a. Tax assessment - City of New York
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 $166,000 (including interest and penalties) 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 assessments, however there can be no
assurance that the Partnership will be successful in its contest of the
assessments. The Partnership has not recorded any provision or
liability as a result of the proposed notices of assessment.
b. Tax assessment - Hawaii
In July 1998, the Partnership received a proposed notice of assessment
from the State of Hawaii with respect to general excise tax ("GET")
aggregating approximately $143,700 (including interest and penalties)
for the year 1995. The state is alleging that GET is owed by the
Partnership with respect to rents received from Hawaiian Airlines, Inc.
("Hawaiian") under a lease between the Partnership and the airline.
The lease with Hawaiian provided for full indemnification of the
Partnership for such taxes. In any event, it is the Partnership, as
taxpayer, which is ultimately liable for GET, if it is applicable.
The State of Hawaii has not previously applied the GET to rentals
received by a lessor of aircraft where the lessor's only contact with
the State of Hawaii is that it has leased its aircraft to airlines
which are based in the state. Hawaiian, as well as the Partnership,
have separately engaged tax counsel and the airline is cooperating with
the Partnership in vigorously contesting the proposed notice of
assessment.
A final notice of assessment has not yet been issued. Although there
can be no assurance that the contest of the assessment will be
successful, the Partnership believes that the state's position on the
applicability of GET in this instance is without merit. The Partnership
has not recorded any provision or liability as a result of the proposed
notice of assessment.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
As of September 30, 1998, the Partnership had operating reserves of
approximately $93,422 which was comprised of the general working
capital reserve. 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
examinations of the UBT and GET, as discussed in Note 5.
Upon resolution of the tax examinations relating to the UBT and GET,
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 September 30, 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 September 30, 1998 and December 31, 1997,
respectively.
<PAGE>
Liquidity and Capital Resources (continued)
(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 losses before gains on disposition of
equipment of approximately $8,600 and $165,700 for the three and nine
month periods ended September 30, 1998 as compared to the losses of
approximately $22,100 and $44,200 for the corresponding periods of the
prior year.
For the quarter ended September 30, 1998 and 1997, the Partnership did
not recognize any gains or losses on the disposition of equipment. For
the nine months ended September 30, 1998, the Partnership recognized a
gain on the disposition of equipment of approximately $76,800 as
compared to the net gain on the disposition of equipment of
approximately $2,240,200 in the corresponding prior year period.
Revenue decreased for the three and nine month periods ended September
30, 1998, as compared to the corresponding periods of the prior year,
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 and nine month periods ended September
30, 1998, as compared to the corresponding periods of the prior year
due to: (i) no depreciation in the current periods and (ii) the absence
of equipment management fees, which was offset by (iii) an increase
during the quarter and nine months ended September 30, 1998 in legal
expenses relating to the Packaging Line Equipment and the UBT tax
examination.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
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/Allan B. Rothschild
----------------------
Allan B. Rothschild
President
/s/Lawrence Schachter
---------------------
Lawrence Schachter
Senior Vice President and
Chief Financial Officer
Date: November 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE SEPTEMBER 30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 128,298
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 128,898
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 128,898
<CURRENT-LIABILITIES> 35,476
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 93,422
<TOTAL-LIABILITY-AND-EQUITY> 128,898
<SALES> 0
<TOTAL-REVENUES> 84,814
<CGS> 0
<TOTAL-COSTS> 173,735
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (88,921)
<INCOME-TAX> 0
<INCOME-CONTINUING> (88,921)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (88,921)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
