<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-22300
PW PREFERRED YIELD FUND II, L.P.
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 84-1180783
(State of organization) (IRS Employer
Identification No.)
88 BROAD STREET
BOSTON, MASSACHUSETTS 02110
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (617)854-5800
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
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PW PREFERRED YIELD FUND II, L.P.
QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 2000 and December 31,
1999 (unaudited) 3
Statements of Income for the three months ended
March 31, 2000 and 1999 (unaudited) 4
Statements of Partners' Equity for the three
months ended March 31, 2000 and 1999 (unaudited) 5
Statements of Cash Flows for the three months
ended March 31, 2000 and 1999 (unaudited) 6
Notes to Financial Statements (unaudited) 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PW PREFERRED YIELD FUND II, L.P.
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,109,484 $ 1,926,081
Rents and other receivables, net of allowance for doubtful
accounts of $33,000 and $47,000 at March 31, 2000
and December 31, 1999, respectively 316,940 503,000
Equipment at cost, net of accumulated depreciation of
$13,321,120 and $12,736,703 at March 31, 2000 and
December 31, 1999, respectively 9,229,057 9,806,215
---------------- ---------------
Total Assets $ 11,655,481 $ 12,235,296
================ ===============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable and accrued liabilities $ 46,500 $ 54,100
Payable to affiliates 103,570 103,043
Deferred rental income 84,196 89,162
Distributions payable to partners 318,785 318,785
---------------- ---------------
Total Liabilities 553,051 565,090
---------------- ---------------
PARTNERS' EQUITY:
General Partners 539,749 568,137
Limited Partners:
Class A (54,027 Units outstanding) 9,241,591 9,713,555
Class B 1,321,090 1,388,514
---------------- ---------------
Total Partners' Equity 11,102,430 11,670,206
---------------- ---------------
Total Liabilities and Partners' Equity $ 11,655,481 $ 12,235,296
================ ===============
</TABLE>
The accompanying notes are an integral part of
these financial statements.
3
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PW PREFERRED YIELD FUND II, L.P.
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
REVENUE:
Lease revenue $ 1,065,705 $ 1,244,137
Gain on sale of equipment 23,573 39,720
Interest income 14,208 36,578
----------------- -----------------
Total Revenue 1,103,486 1,320,435
----------------- -----------------
EXPENSES:
Depreciation 714,650 863,676
Management fees (Note 2) 43,868 52,371
General and administrative 44,318 27,685
----------------- -----------------
Total Expenses 802,836 943,732
----------------- -----------------
NET INCOME $ 300,650 $ 376,703
================= =================
NET INCOME ALLOCATED:
To the General Partners $ 15,033 $ 18,836
To the Class A Limited Partners 270,907 334,126
To the Class B Limited Partner 14,710 23,741
----------------- -----------------
$ 300,650 $ 376,703
================= =================
NET INCOME PER WEIGHTED AVERAGE
NUMBER OF UNITS OF CLASS A LIMITED
PARTNER INTEREST OUTSTANDING $ 5.01 $ 6.18
================= =================
WEIGHTED AVERAGE NUMBER OF
UNITS OF CLASS A LIMITED PARTNER
INTEREST OUTSTANDING 54,027 54,027
================= =================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
4
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PW PREFERRED YIELD FUND II, L.P.
STATEMENTS OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
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<CAPTION>
CLASS A CLASS B
GENERAL LIMITED LIMITED
PARTNERS PARTNERS PARTNER TOTAL
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Balance, January 1, 2000 $ 568,137 $ 9,713,555 $ 1,388,514 $ 11,670,206
Net income 15,033 270,907 14,710 300,650
Distributions declared to partners (43,421) (742,871) (82,134) (868,426)
---------------- ---------------- ---------------- ----------------
Balance, March 31, 2000 $ 539,749 $ 9,241,591 $ 1,321,090 $ 11,102,430
================ ================ ================ ================
Balance, January 1, 1999 $ 661,502 $ 11,265,748 $ 1,610,256 $ 13,537,506
Net income 18,836 334,126 23,741 376,703
Distributions declared to partners (43,421) (742,871) (82,134) (868,426)
---------------- ---------------- ---------------- ----------------
Balance, March 31, 1999 $ 636,917 $ 10,857,003 $ 1,551,863 $ 13,045,783
================ ================ ================ ================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
5
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PW PREFERRED YIELD FUND II, L.P.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
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<CAPTION>
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 300,650 $ 376,703
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation 714,650 863,676
Gain on sale of equipment (23,573) (39,720)
Change in assets and liabilities:
Rents and other receivables 200,060 105,715
Allowance for doubtful accounts (14,000) --
Accounts payable and accrued liabilities (7,600) 10,000
Payable to affiliates 527 (5,883)
Deferred rental income (4,966) (797)
---------------- ----------------
Net cash from operating activities 1,165,748 1,309,694
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (152,049) --
Proceeds from equipment sales 38,130 272,636
---------------- ----------------
Net cash from (used in) investing activities (113,919) 272,636
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to partners (868,426) (867,836)
---------------- ----------------
Net cash used in financing activities (868,426) (867,836)
---------------- ----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 183,403 714,494
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,926,081 3,629,653
---------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,109,484 $ 4,344,147
================ ================
</TABLE>
The accompanying notes are an integral part of
these financial statements.
6
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PW PREFERRED YIELD FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
1. GENERAL
The financial statements presented herein are prepared in conformity
with generally accepted accounting principles and the instructions for preparing
Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited. As such, these financial statements do not include
all information and footnote disclosures required under generally accepted
accounting principles for complete financial statements and, accordingly, the
accompanying financial statements should be read in conjunction with the
footnotes presented in the 1999 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1999 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at March 31, 2000 and December 31, 1999 and results of operations for
the three month periods ended March 31, 2000 and 1999 have been made and are
reflected.
2. TRANSACTIONS WITH AFFILIATES
ACQUISITION AND OPERATING STAGES
ACQUISITION OF EQUIPMENT Pursuant to its investment objectives, the
Partnership has acquired, on an all-cash basis, certain leased equipment from
Equis Financial Group L.P. ("EFG") (formerly American Finance Group or AFG), an
affiliate of the Managing General Partner.
The purchase price of the equipment acquired from EFG is equal to the
lesser of the adjusted cost of the equipment or the appraised value of the
equipment at the time of its acquisition by the Partnership ("EFG carrying
value"). The adjusted cost of the equipment is equal to the price paid by EFG,
plus the cost of an appraisal, EFG's cost of interim financing for the equipment
and any taxes paid by EFG, less certain interim rentals received by EFG with
respect to the equipment.
ACQUISITION FEE The Managing General Partner, or its affiliates,
receives or is entitled to receive a fee equal to (i) 2.25% of the purchase
price of equipment purchased with net offering proceeds from the sale of Units,
and (ii) 3% of the purchase price of equipment purchased with reinvested
Partnership cash flow as compensation for evaluating, selecting, negotiating and
consummating the acquisition of the equipment. Acquisition fees of $4,429 were
earned by the Managing General Partner during the three months ended March 31,
2000.
7
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PW PREFERRED YIELD FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
MANAGEMENT FEES The General Partners are entitled to receive a monthly
fee in an amount equal to 2% of gross rentals for Full Payout Leases, as defined
in the Partnership Agreement and 5% of gross rentals for other leases (payable
66.67% to the Managing General Partner and 33.33% to the Administrative General
Partner) as compensation for services rendered in connection with the management
of the equipment. Management fees of $43,868 and $52,371 were earned by the
General Partners during the three months ended March 31, 2000 and 1999,
respectively. Effective July 1, 1998, the Managing General Partner agreed to
perform certain administrative functions on behalf of the Partnership that
previously had been performed by the Administrative General Partner. For these
services, the Administrative General Partner pays the Managing General Partner
an amount equivalent to the fees otherwise due the Administrative General
Partner.
DISPOSITION FEES The General Partners, or their affiliates, were
entitled to receive a subordinated disposition fee in an amount equal to the
lesser of (i) 50% of the fee that would be charged by an unaffiliated party, or
(ii) 3% of the gross contract price relating to each sale of equipment (payable
50% to the Managing General Partner or its affiliates and 50% to the
Administrative General Partner) as compensation for negotiating and consummating
sales of equipment. During the fourth quarter of 1998, the Partnership reversed
previously accrued subordinated disposition fees because the General Partners
concluded that it was no longer probable that these subordinated disposition
fees would be paid. The Partnership has not accrued for subordinated disposition
fees during 1999 or 2000.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Consolidated Financial Statements of the Partnership and the Notes thereto. This
report contains, in addition to historical information, forward-looking
statements that include risks and other uncertainties. The Partnership's actual
results may differ materially from those anticipated in these forward-looking
statements. Factors that might cause such a difference include those discussed
below, as well as general economic and business conditions, competition and
other factors discussed elsewhere in this report. The Partnership undertakes no
obligation to release publicly any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of anticipated or unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership commenced its equipment reinvestment phase during 1993 by
investing excess cash flows available after the payment of the distributions to
the partners in additional equipment. As of March 31, 2000, equipment purchased
pursuant to the reinvestment program, including acquisition fees and expenses,
totaled $27,168,390. Additional equipment will be purchased pursuant to the
reinvestment program which will end on September 30, 2000.
The Partnership invests working capital and cash flow from operations prior
to its distribution to the partners or its reinvestment in additional equipment
in short-term highly liquid investments. These investments are primarily
short-term commercial paper issued by large domestic corporations. At March 31,
2000, the Partnership had approximately $1 million invested in commercial paper
and a fund that invests in similar instruments.
Cash and cash equivalents increased $183,403 from $1,926,081 at December
31, 1999 to $2,109,484 at March 31, 2000. This increase primarily represents the
amount by which cash generated by operating activities and equipment sales
exceeded distributions to partners and cash used to purchase equipment.
During the three months ended March 31, 2000, the Partnership declared
distributions of cash flow received from operations in the amount of $868,426.
All distributions to the Class A Limited Partners represented an annualized
distribution rate of 11% of their contributed capital and all distributions to
the Class B Limited Partner represented an annualized distribution rate of 10%
of its contributed capital.
Distributions may be characterized for tax, accounting and economic
purposes as a return of capital, a return on capital or both. The portion of
each cash distribution by a partnership, which exceeds its net income for the
fiscal period, may be deemed a return of capital. Based upon the amount of net
income reported by the Partnership for accounting purposes, approximately 64% of
the 11% cash distributions to the Class A Limited Partners for the three months
ended March 31, 2000 constituted a return of capital. Additionally, since
inception, approximately 71% of the Class A Limited Partner's 11% cash
distributions constituted a return of capital. However, the total actual return
on capital over a leasing partnership's life can only be determined at the
termination of the Partnership after all residual cash flows (which include
proceeds from the re-leasing and sale of equipment after initial lease terms
expire) have been realized.
9
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RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Partnership recognized lease
revenue of $1,065,705, compared to $1,244,137 for the same period in 1999. The
overall decrease in lease revenue from 1999 to 2000 was expected and resulted
principally from primary lease term expirations and the sale of equipment. The
Partnership also earns interest income from temporary investments of rental
receipts and equipment sales proceeds in short-term instruments.
During the three months ended March 31, 2000, the Partnership sold
equipment having a net book value of $14,557 to existing lessees and third
parties. These sales resulted in a net gain, for financial statement purposes,
of $23,573 compared to a net gain in 1999 of $39,720 on equipment having a net
book value of $232,916.
It cannot be determined whether future sales of equipment will result in a
net gain or a net loss to the Partnership, as such transactions will be
dependent upon the condition and type of equipment being sold and its
marketability at the time of sale. In addition, the amount of gain or loss
reported for financial statement purposes is partly a function of the amount of
accumulated depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. EFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Partnership and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership classifies
such residual rental payments as lease revenue. Consequently, the amount of gain
or loss reported in the financial statements is not necessarily indicative of
the total residual value the Partnership achieved from leasing the equipment.
Depreciation expense was $714,650 and $863,676 for the three months ended
March 31, 2000 and 1999, respectively. For financial reporting purposes, to the
extent that an asset is held on primary lease term, the Partnership depreciates
the difference between (i) the cost of the asset and (ii) the estimated residual
value of the asset on a straight-line basis over such term. For purposes of this
policy, estimated residual values represent estimates of equipment values at the
date of primary lease expiration. To the extent that an asset is held beyond its
primary lease term, the Partnership continues to depreciate the remaining net
book value of the asset on a straight-line basis over the asset's remaining
economic life.
Management fees were approximately 4.1% and 4.2% of lease revenue during
the three months ended March 31, 2000 and 1999, respectively. Management fees
are based on 5% of gross lease revenue generated by operating leases and 2% of
gross lease revenue generated by full payout leases.
10
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The General Partners, or their affiliates, were entitled to receive a
subordinated disposition fee in an amount equal to the lesser of (i) 50% of the
fee that would be charged by an unaffiliated party, or (ii) 3% of the gross
contract price relating to each sale of equipment (payable 50% to the Managing
General Partner or its affiliates and 50% to the Administrative General Partner)
as compensation for negotiating and consummating sales of equipment. During the
fourth quarter of 1998, the Partnership reversed previously accrued subordinated
disposition fees because the General Partners concluded that it was no longer
probable that these subordinated disposition fees would be paid. The Partnership
has not accrued for subordinated disposition fees during 1999 or 2000.
General and administrative expenses consisted primarily of investor
reporting expenses and transfer agent and audit fees.
11
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) None.
(b) The Partnership did not file any Forms 8-K during the first
quarter of the fiscal year ending December 31, 2000.
12
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SIGNATURE
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.
PW Preferred Yield Fund II, L.P.
(Registrant)
By: General Equipment Management II, Inc.
A General Partner
Date: May 15, 2000 By: /s/ Carmine Fusco
Carmine Fusco
VICE PRESIDENT, SECRETARY,
TREASURER AND CHIEF FINANCIAL
AND ACCOUNTING OFFICER
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,109,484
<SECURITIES> 0
<RECEIVABLES> 316,940
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,426,424
<PP&E> 22,550,177
<DEPRECIATION> (13,321,120)
<TOTAL-ASSETS> 11,655,481
<CURRENT-LIABILITIES> 553,051
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,102,430
<TOTAL-LIABILITY-AND-EQUITY> 11,655,481
<SALES> 0
<TOTAL-REVENUES> 1,103,486
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 802,836
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 300,650
<INCOME-TAX> 0
<INCOME-CONTINUING> 300,650
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 300,650
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
