<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
______________
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission File Number 33-24159
MEDICAL EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP
(Name of small business issuer in its charter)
Connecticut 13-3471888
- ----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Whitehall Street, Suite 1500, New York, New York 10004
- -----------------------------------------------------------
(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (212) 859-0200
Securities registered pursuant to Section 12(b) of the Act:
None None
- ---- ----
Title of each class Name of each exchange on which registered
Securities registered pursuant to section 12(g) of the Act: None
----
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past twelve 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: ____
Check if there is no disclosure of delinquent filers pursuant in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB [X].
State issuer's revenues for its most recent fiscal year: $270,044.
State the aggregate market value of the partnership interests held by
non-affiliates computed by reference to the price at which such interests were
sold, or the average bid and asked prices, as of a specified date within the 60
days prior to December 31, 1995: N/A - No Market.
<PAGE>
Part I
Item 1. Description of Business
a. Business Development
Medical Equipment Income Fund, Limited Partnership (the "Partnership")
was organized on June 29, 1988, as a Connecticut limited partnership to
acquire, lease, and sell medical and telecommunications equipment. The
Partnership initially acquired equipment and commenced leasing
operations on June 20, 1989.
Vision L. P., an Illinois limited partnership, is the sole general
partner of the Partnership (the "General Partner") and acts as Equipment
Manager for the Partnership. The officers of the General Partner's
general partner (see Item 9 below), provide certain services to the
Partnership. The General Partner's general partner is Vision Capital
Management Inc., referred to herein as "Vision Capital."
The Partnership purchased most of its equipment in 1989 from Prime
Leasing, Inc. and its affiliates ("Prime"). Up until September 30,
1994, Prime acted as the Partnership's Equipment administrator on
various leases which had been subsequently remarketed through a sale or
re-lease agreement.
b. Business of the Issuer
Principal Products and Services and Their Markets:
The Partnership purchased and, in turn, leased a portfolio of medical
equipment to various hospitals and health care centers and stand-alone
imaging centers. The primary investment objective of the Partnership
has been to generate distributions to its limited partners by producing
lease revenues from such activities and, eventually, proceeds from the
sale or other disposition of the equipment.
Selection of the equipment for purchase and lease was based principally
on the General Partner's evaluation of the usefulness of the equipment
and its estimate of the potential demand for the equipment at the end of
the initial lease term. The Partnership generally financed a portion of
the acquisition price of the equipment in order to enhance returns. The
Partnership does not intend to acquire or finance any additional
equipment. As of December 31, 1995, the Partnership entered into its
final phase of asset disposition with only one lease remaining.
At the expiration or other termination of the initial term of the
Partnership's remaining lease, the Partnership seeks to sell the
equipment to the existing user. Alternatively, the equipment will be
removed and, if necessary, refurbished and sold to another customer.
The Partnership may remarket the equipment itself or may retain other
leasing companies or agents to perform these remarketing services.
Distribution Methods
Vision Capital has retained Mr. Terry J. Billingsley, President of
Cambridge Investment Corp., as a leasing consultant for the Partnership.
Mr. Billingsley has more than twenty years of experience in the
equipment leasing field. Mr. Billingsley is primarily responsible for
the acquisition, management, and remarketing of the Partnership's
equipment and leases. Mr. Billingsley receives from the Partnership a
portion of the Management and Remarketing Fees to which the Partnership
is entitled under the terms of the Limited Partnership Agreement.
2
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Competitive Business Conditions
The equipment leasing industry is highly competitive. Many firms are
engaged in the same type of business, including (1) finance divisions,
affiliates and subsidiaries of equipment manufacturers; (2) banks; (3)
other leasing and finance companies; (4) companies which sponsor
tax-exempt financing of other investor programs; and (5) independently
formed partnerships of individuals and corporations operated for the
specific purpose of leasing equipment. Few publicly offered limited
partnerships, with whom the Partnership competes, acquire and lease
medical equipment, and the General Partner is not aware of any for which
medical equipment is the predominant asset.
Major Customers
The Partnership commenced operations on June 20, 1989, and as of
December 31, 1995, owned and leased $236,613 of equipment. At December
31, 1995, one lease remained outstanding; the equipment was located in
the United States. Customers that provided at least 10% of the total
lease revenues of the Partnership in the years ended December 31, 1995,
and 1994, were as follows:
1995 1994
---- ----
North Bronx Services Group - 45%
East Bergen Services Group 61.51% 23%
Mary Immaculate Hospital 38.4% 29%
Number of Employees
The Partnership has no direct employees. The General Partner has full
and exclusive discretion in management and control of the Partnership.
Item 2. Description of Property
The Partnership does not own any material physical properties other than
the equipment in its leasing portfolio. Lessees are responsible for
repair and maintenance of the equipment they lease, generally through
maintenance agreements with the manufacturer. To the best of
management's knowledge, all of the equipment in its leasing portfolio is
in adequate condition to fulfill the Partnership's obligation to the
respective lessees during the terms of such leases. In addition, the
one remaining lease requires the lessee to return the equipment at the
end of the lease term in adequate condition for remarketing.
Item 3. Legal Proceedings
The Partnership is not aware of any pending legal proceedings or
contemplated governmental proceedings to which it is a party or to which
any of its assets are subject.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1995.
3
<PAGE>
Part II
Item 5. Market for Issuer's Securities and Related Security Holder Matters
a. Market Information
Although the Partnership's securities were registered with the
Securities and Exchange Commission pursuant to a registration on Form
S-1, there is no established public trading market for the Partnership's
securities ("Units"). There are no outstanding options or warrants to
purchase, or other securities convertible, into Units.
b. Holders
Holders of record of Units at December 31, 1995:
Number
------
General Partner 1
Limited Partners 329
c. Distributions
The Partnership has paid monthly distributions to the limited partners
in the aggregate amount of $1,959,771 or $274 per Limited Partner Unit,
during the year ended December 31, 1995, and for the year ended December
31, 1994, in the aggregate amount of $978,397, or $132 per Limited
Partner Unit. Distributions in 1995 and 1994 included a return of
capital in accordance with the terms of the Limited Partnership
Agreement. Although the amount of future distributions is contingent
upon events such as the Partnership's ability to remarket or dispose of
equipment upon the expiration of the initial lease terms and, therefore,
cannot be predicted, it is presently anticipated that the Partnership
will continue to pay monthly distributions although at a significantly
reduced rate due to termination and sales related to leased assets.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
For the years ended December 31, 1995, and 1994, leasing revenues and contingent
rental income totaled $210,057 and $594,676, respectively, and interest income
totaled $59,987, and $78,002, respectively. Leasing revenues, which include
base rentals paid by lessees of medical equipment, decreased in 1995 primarily
because of the termination of material leases of equipment, which equipment was
sold to the lessees and third parties. In addition, due to the requirements of
FASB 13, revenue is recognized for direct financing leases in a manner which
reduces book income incrementally, relative to a constant lease payment stream.
As a result, reported leasing revenues can be expected to decrease as the
remaining lease matures. In 1995 and 1994, interest income was earned on funds
not invested in equipment. The $18,015 decrease in interest income from 1994 to
1995 is due primarily to the maintenance of a smaller average cash balance
arising from a large distribution of proceeds on equipment sale.
The loss for the year ended December 31, 1995, was ($18,831) or ($.13) per
Limited Partner unit, as compared with income of $374,639 or $48 per Limited
Partner Unit for the year ended December 31, 1994. The decrease in net income
from 1994 and 1995 is due primarily to the loss on disposition of equipment
offset by a decrease in interest, depreciation, equipment management and
remarketing fees.
4
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As of December 31, 1995, there was an immaterial amount of equipment held
off-lease with no disposal value.
The Partnership's primary source of funds for the years ended December 31, 1995
and 1994, was the Partnership's leasing operations and cash received upon
disposal of equipment.
Proceeds received from the sale of equipment generally will be used for the
purpose of capital distribution and coverage of ongoing operating expenses.
Item 7. Financial Statements
Report of Grant Thornton LLP, Independent Certified Public
Accountants 6
Statements of Financial Condition as of December 31, 1995
and 1994 7
Statements of Operations for the years ended
December 31, 1995 and 1994 8
Statement of Changes in Partnership Capital for the years
ended December 31, 1995 and 1994 9
Statements of Cash Flows for the years ended
December 31, 1995 and 1994 10
Notes to Financial Statements 11
5
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REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
To the Partners of
Medical Equipment Income Fund Limited Partnership
We have audited the accompanying statements of financial condition of
Medical Equipment Income Fund, Limited Partnership (a Connecticut Limited
Partnership) as of December 31, 1995 and 1994, and the related statements of
operations, changes in partnership capital, and cash flows for the years then
ended. 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 audits 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.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Medical Equipment Income
Fund, Limited Partnership as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
GRANT THORNTON LLP
New York, New York
February 28, 1996
6
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STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31
1995 1994
---- ----
ASSETS
Cash and cash equivalents (Note A) $ 617,060 $2,308,284
Net investment in direct financing leases (Note C) 236,613 714,141
Net property held under operating leases (Note D) - 341,115
Other Assets 324,089 196,910
---------- ----------
TOTAL ASSETS $1,177,762 $3,560,450
========== ==========
LIABILITIES AND PARTNERSHIP CAPITAL
Notes payable--nonrecourse - $ 202,735
Accrued expenses and other liabilities 70,418 256,901
---------- ----------
Total Liabilities $ 70,418 $ 459,636
---------- ----------
Partnership capital (Note E)
General partner (30 units) $ (145,016) $ (144,074)
Limited partners (7,121 and 7,180 units,
respectively) 1,252,360 3,244,888
---------- ----------
Total Partnership Capital 1,107,344 3,100,814
---------- ----------
TOTAL LIABILITIES & PARTNERSHIP CAPITAL $1,177,762 $3,560,450
========== ==========
The accompanying notes are an integral part of these statements.
7
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STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31
1995 1994
---- ----
REVENUES
Leasing (Note F) $117,807 $475,926
Contingent rental income (Note A) 92,250 118,750
Interest income 59,987 78,002
Other - 60,599
-------- --------
Total Revenues $270,044 $733,277
-------- --------
EXPENSES
Interest expense 15,157 42,864
Depreciation and amortization 55,556 132,107
Professional fees (Note B) 35,000 108,736
Equipment management fees (Note B) 6,846 17,489
Remarketing fees 12,846 24,519
Loss on disposal of leased assets (Note G) 150,814 19,034
Other 12,656 13,889
-------- --------
Total Expenses 288,875 358,638
-------- --------
NET INCOME (LOSS) $(18,831) $374,639
======== ========
Net income (loss) per unit
General partner $ (31) $ 624
Limited partner $ (.13) 48
Weighted average number of units outstanding
General partner 30 30
Limited partner 7,143 7,396
The accompanying notes are an integral part of these statements.
8
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STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
Years Ended December 31, 1995 and 1994
General Limited
Partner Partners Total
------- -------- -----
Balance at December 31, 1993 (121,753) 4,080,628 3,958,875
Redemption of units (213,250) (213,250)
Distributions to partners (41,053) (978,397) (1,019,450)
Net income for the year (Note E) 18,732 355,907 374,639
--------- ---------- ----------
Balance at December 31, 1994 $(144,074) $3,244,888 $3,100,814
========= ========== ==========
Redemption of units - (14,868) (14,868)
Distributions to partners - (1,959,771) (1,959,771)
Net loss for the year (Note E) (942) (17,889) (18,831)
--------- ---------- ----------
Balance at December 31, 1995 $(145,016) $1,252,360 $1,107,344
========= ========== ==========
Distributions to partners per unit
for the year ended
December 31, 1994 1,368 132
December 31, 1995 - 274
The accompanying notes are an integral part of these statements.
9
<PAGE>
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31
1995 1994
---- ----
Cash flows from operating activities
Net income (loss) $(18,831) $374,639
Depreciation and amortization 55,556 132,107
Loss on sale of equipment 150,814 19,034
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operating activities:
Decrease in receivables - 436,783
Increase in other assets (29,434) (99,885)
Decrease in accrued expenses (186,483) (44,702)
Decrease in deferred revenue (52,146) (126,312)
---------- ----------
Net cash (used in) provided by operating activities (80,524) 691,664
---------- ----------
Cash flows from investing activities
Proceeds from net investment in direct
financing leases 529,674 1,060,121
Proceeds from disposal of property held
under leases 37,000 168,915
Net cash provided by investing activities 566,674 1,229,036
---------- ----------
Cash flows from financing activities
Cash paid on notes payable (202,735) (235,631)
Partners' capital redemptions (14,868) (213,250)
Distributions paid to partners (1,959,771) (947,379)
Net cash used in financing activities (2,177,374) (1,396,260)
---------- ----------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS (1,691,224) 524,440
---------- ----------
Cash & cash equivalents at beginning of year 2,308,284 1,783,844
Cash & cash equivalents at end of year $ 617,060 $2,308,284
========== ==========
For the years ended December 31, 1995 and 1994,
interest paid amounted to approximately $15,000
and $43,000 respectively.
The accompanying notes are an integral part of these statements.
10
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Business
Medical Equipment Income Fund, Limited Partnership (the "Partnership") is
a Connecticut limited partnership organized in June 1988. The Partnership
was formed to acquire and lease equipment under operating or direct
financing leases with terms of two to eight years, concentrating in
medical and telecommunications equipment. Vision Limited Partnership is
the General Partner. Leases are with hospitals and medical groups
principally located in the Northeast region of the United States. The
Partnership commenced its operations in June 1989.
2. Lease Revenue Recognition
The Partnership leases equipment under both operating and direct financing
leases.
Revenues from operating leases are recognized monthly in accordance with
the lease provisions.
Lease transactions that meet the relevant accounting criteria for
treatment as direct financing leases are recognized on the date the
equipment is accepted and, at that time, the Partnership records a gross
receivable, net of unearned income. Unearned income represents the excess
of gross receivables over equipment costs and is recorded as revenue over
the term of the lease, based on the interest method. The one lease
remaining has a term of seven years. On one lease no longer outstanding,
the Partnership earned contingent rentals based upon equipment usage.
Residual values are not material.
Under the lease agreements, the Partnership retains title to the
equipment. The lessee bears the cost to maintain and insure the asset.
At the end of the lease, the lessee has the option of purchasing the asset
at fair market value, continuing the lease for an additional period of
time, or returning the asset.
3. Property, Equipment, and Depreciation
The Partnership held no equipment of material value as of December 31,
1995. Depreciation was provided for financial statement purposes on the
straight-line method to an estimated salvage value. The estimated useful
life in computing depreciation was ten years. Accelerated methods are
used for tax purposes.
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
4. Income Taxes
The Partnership is not subject to income taxes. The net income or loss of
the Partnership is reportable by each of the partners, as to their
distributive share. The Partnership's tax basis is $ 185,000 less than
its financial basis at December 31, 1995.
5. Cash Equivalents
The Partnership considers all highly liquid investments with initial
maturities of three months or less to be cash equivalents.
6. Use of Estimates in Financial Statements
In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions in
determining the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE B - RELATED PARTY TRANSACTIONS
The General Partner acts in the capacity of equipment manager for the
Partnership. During the years ended December 31, 1995 and 1994, the General
Partner earned equipment management fees of $6,846 and $16,091, respectively.
During the year ended December 31, 1994, the Partnership paid professional fees
of $41,000 to an outside company for the services of the acting controller.
Additionally, $8,158 was paid during 1994 to this outside company for computer
equipment purchased for the Partnership's operations.
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE C - NET INVESTMENT IN DIRECT FINANCING LEASES
Net investment leases consist of:
December December
31, 1995 31, 1994
-------- --------
Minimum lease payments receivable $267,361 $797,035
Unearned income (30,748) (82,894)
-------- --------
Net investment in direct financing leases $236,613 $714,141
======== ========
Equipment financed under direct financing leases is primarily medical diagnostic
equipment.
Minimum lease payments earned, under direct financing leases due for the years
ended December 31,
1996 1997 TOTAL
---- ---- -----
$114,000 $104,500 $218,500
NOTE D - PROPERTY HELD UNDER OPERATING LEASES
Property held under operating leases is as follows:
December
31, 1994
--------
Medical equipment $ 811,700
Less accumulated depreciation (470,585)
---------
Total $ 341,115
=========
13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1995 and 1994
NOTE E - PARTNERSHIP AGREEMENT
The Partnership's profits and losses are generally allocated five percent to the
General Partner and ninety-five percent to the limited partners and can change
upon certain returns on the Partnership capital balance.
The Partnership may make certain qualified redemptions, including redemptions of
units upon the death of a limited partner. No more than 10% of the outstanding
units may be redeemed in any one year and no more than 25% of the outstanding
units may be redeemed over the life of the Partnership.
The Partnership Agreement requires that the Partnership be terminated no later
than December 31, 2010, or earlier, at the occurrence of certain events as
defined in the Agreement. The General Partner intends to remarket the remaining
equipment in the Partnership portfolio during 1996.
NOTE F - MAJOR CUSTOMERS
The majority of the Partnership's customers are located in the northeastern
United States. Customers providing at least 10% of the lease revenue of the
Partnership for the year ended December 31 are as follows:
1995 1994
---- ----
North Bronx Services Group - 45%
East Bergen Services Group 62% 23%
Mary Immaculate Hospital 38% 29%
NOTE G - DISPOSAL OF ASSETS
In 1995, an operating lease expired and the leased equipment was sold to an
equipment remarketer, MTV Leasing, resulting in a loss of $268,651. In
addition, an asset associated with a direct financing lease was sold to the
lessee resulting in a gain of $120,000.
14
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 9. Directors, Executive Officers, Promoters, and Control Persons;
Compliance with Section 16(a) of the Exchange Act
a. Directors, Executive Officers, Promoters, and Control Persons
The registrant has neither officers nor directors, nor does the General
Partner. The following are the directors and officers of Vision Capital
Management, Inc., general partner of the General Partner:
Name of Director/ Principal Occupation During Past Director Director
Executive Officer Five Years and Other Information Age Since
- ----------------- -------------------------------- -------- --------
Robert M. Boshnack President, Chief Executive Officer, 48 1987
Director of Vision Capital;
President and sole shareholder of
Super Fund Financial Group, Inc.
since 1984.
Howard M. Rothman Executive Vice President, Secretary, 34 1987
Chief Operating Officer and Director
of Vision Capital; Director of the
National Futures Association since
January 1990; Executive Vice
President of Super Fund Financial
Group, Inc. since December 1986.
Selma Breen Senior Vice President and Director 64 1987
of Vision Capital; January 1985 to
present, Vice President of
Administration, Super Fund Financial
Group, Inc.
b. Compliance with Section 16(a) of the Exchange Act
Not applicable.
Item 10. Executive Compensation
The Partnership has no executive or other employees but receives such services
from officers and employees of Vision Capital.
15
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
a. Certain Beneficial Owners as of December 31, 1995
Name and Address of Amount and Value of Percent of
Title of Class Beneficial Owner Ownership Class
- -------------- ------------------- ------------------- ----------
Limited Partner Units Feinstein Foundation 600 Units direct 8.43%
37 Alhambra Circle
Cranston RI 02905
b. Securities Owned by Management as of December 31, 1995
Name and Address of Amount and Value Percent of
Title of Class Beneficial Owner of Ownership Class
- -------------- ------------------- ---------------- ----------
General Partner Units Vision Limited Partnership 30 Units direct 100.00%
Limited Partner Units Vision Limited Partnership 20 Units direct .28%
Limited Partner Units Robert Boshnack 300 Units(1) 4.21%
c. Changes in Control
None
Item 12. Certain Relationships and Related Transactions
The General Partner acts as Equipment Manager for the Partnership. For the
years ended December 31, 1995, and 1994, the General Partner earned equipment
management and acquisition fees of $6,846 and $16,091, respectively.
Item 13. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
There were no reports on Form 8-K filed by the Partnership during the
fourth quarter of the fiscal year ended December 31, 1995.
(1) Includes 200 units owned by Mr. Boshnack's wife, of which Mr. Boshnack
disclaims beneficial ownership.
16
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: March 30, 1996
MEDICAN EQUIPMENT INCOME FUND, LIMITED PARTNERSHIP, REGISTRANT
By: VISION LIMITED PARTNERSHIP, GENERAL PARTNER
By: VISION CAPITAL MANAGEMENT, INC., GENERAL PARTNER
By: /s/ ROBERT BOSHNACK
-----------------------
ROBERT BOSHNACK
PRESIDENT, CHIEF EXECUTIVE OFFICER, AND DIRECTOR
By: /s/ HOWARD ROTHMAN
-----------------------
HOWARD ROTHMAN
EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER,
SECRETARY, AND DIRECTOR
By: /s/ SELMA BREEN
-----------------------
SELMA BREEN
SENIOR VICE PRESIDENT AND DIRECTOR
By: /s/ ERIC GAFFIN
-----------------------
ERIC GAFFIN
ACTING CONTROLLER
16
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