COMMONWEALTH INCOME & GROWTH FUND IV
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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23- 3080409
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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470 John Young Way Suite 300
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Exton, PA 19341
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(Address, including zip code, of principal executive offices)
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(610) 594-9600
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(Registrants telephone number including area code)
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September 30,
2003 |
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December 31,
2002 |
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(unaudited)
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Assets
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|
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|
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Cash and cash equivalents
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$
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6,212,232
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$
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510,780
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Lease income receivable
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39,963
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|
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30,957
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Other receivables - Commonwealth Capital Corp
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120,513
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Other receivables - General Partner
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1,015
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Other receivables - affiliated limited partnerships
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45,755
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6,000
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Other receivables
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|
|
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103,610
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Deferred revenue
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2,819
|
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|
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Refundable deposits
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1,130
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Prepaid expenses
|
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24,370
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|
|
|
|
|
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|
|
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6,447,797
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651,347
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Computer equipment, at cost
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5,787,293
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2,110,606
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Accumulated depreciation
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(787,899
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)
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(92,931
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)
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4,999,394
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2,017,675
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Equipment acquisition costs and deferred expenses, net
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194,321
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79,672
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Prepaid acquisition fees
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309,055
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33,905
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503,376
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113,577
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Total assets
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$
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11,950,567
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$
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2,782,599
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Liabilities and Partners Capital
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Liabilities
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Accounts payable
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64,353
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20,486
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Accounts payable - General Partner
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806
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Accounts payable - Commonwealth Capital Corp.
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61,807
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Other accrued expenses
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13,150
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Unearned lease income
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37,006
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6,514
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Notes payable
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574,076
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Total liabilities
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688,585
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89,613
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Partners Capital
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General partner
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1,000
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1,000
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Limited partners
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11,260,982
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2,691,986
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Total partners capital
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11,261,982
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2,692,986
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Total liabilities and partners capital
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$
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11,950,567
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$
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2,782,599
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Three Months
Ended September 30, 2003 |
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For the period
July 8, 2002 (Commencement of Operation) through September 30, 2002 (1) |
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Nine Months
Ended September 30, 2003 |
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For the period
July 8, 2002 (Commencement of Operation) through September 30, 2002 (1) |
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(unaudited)
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(unaudited)
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Income
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Lease
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$
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387,503
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$
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17,647
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$
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970,995
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$
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17,647
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Interest and other
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|
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8,940
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1,797
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15,469
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1,797
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Total Income
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396,443
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19,444
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986,464
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19,444
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Expenses
|
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Operating, excluding depreciation
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380,198
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191,540
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1,045,210
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191,540
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Organizational costs
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33,893
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22,492
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99,735
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22,492
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Equipment management fee - General Partner
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19,378
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|
882
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48,553
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882
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Interest
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9,877
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31,526
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Depreciation
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307,279
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11,707
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694,968
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11,707
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Amortization of equipment acquisition costs and deferred expenses
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16,919
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|
624
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40,579
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624
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Total expenses
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767,544
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227,245
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1,960,571
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227,245
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Net (loss)
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$
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(371,101
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)
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$
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(207,801
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)
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$
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(974,107
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)
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$
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(207,801
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)
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Net (loss) per equivalent limited partnership unit
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$
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(0.55
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)
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$
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(11.22
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)
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$
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(2.25
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)
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$
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(11.22
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)
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Weighted Average number of equivalent limited partnership units outstanding during the period
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669,054
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18,528
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433,440
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18,528
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(1)
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Although the Partnership was formed on May 15, 2001, the Fund did not commence operations until July 8, 2002.
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For the nine months ended September 30, 2003
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(unaudited)
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General
Partner Units |
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Limited
Partner Units |
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General
Partner |
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Limited
Partner |
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Total
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Partners capital - December 31, 2002
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50
|
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181,566
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$
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1,000
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$
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2,691,986
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$
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2,692,986
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Contributions
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|
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568,384
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11,340,160
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11,340,160
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Offering costs
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(1,219,286
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)
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(1,219,286
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)
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Net income (loss)
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5,777
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(979,884
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)
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(974,107
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)
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Distributions
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(5,777
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)
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(571,994
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)
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(577,771
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)
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Partners capital - September 30, 2003
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50
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749,950
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$
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1,000
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$
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11,260,982
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$
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11,261,982
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2003
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2002
|
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|
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(unaudited)
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Operating activities
|
|
|
|
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Net (loss)
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$
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(974,107
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)
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$
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(207,801
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)
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Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities
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Depreciation and amortization
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735,547
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12,331
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Other noncash activities included in determination of net (loss)
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(241,928
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)
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Changes in assets and liabilities (Increase) decrease in assets
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Lease income receivable
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(9,006
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)
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(1,200
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)
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Deferred revenue
|
|
|
(2,819
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)
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|
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Other receivable, General Partner
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(1,015
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)
|
|
|
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Other receivables - affiliated limited partnerships
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|
|
(39,755
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)
|
|
(1,540
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)
|
Other receivables
|
|
|
103,610
|
|
|
|
|
Refundable deposits
|
|
|
(1,130
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)
|
|
|
|
Prepaid expenses
|
|
|
(24,370
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)
|
|
|
|
Increase (decrease) in liabilities
|
|
|
|
|
|
|
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Accounts payable
|
|
|
43,867
|
|
|
38,353
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Accounts payable, Common Capital Corp.
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|
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(61,807
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)
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|
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Accounts payable, General Partner
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|
|
(806
|
)
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|
154,283
|
|
Other accrued expenses
|
|
|
13,150
|
|
|
|
|
Unearned lease income
|
|
|
30,492
|
|
|
12,473
|
|
|
|
|
|
|
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Net cash (used in) provided by operating activities
|
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|
(430,077
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)
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|
6,899
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|
|
|
|
|
|
|
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Investing activities:
|
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|
|
|
|
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Capital Expenditures
|
|
|
(2,860,683
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)
|
|
(805,266
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)
|
Prepaid acquisition fees
|
|
|
(275,150
|
)
|
|
(40,439
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)
|
Equipment acquisition fees paid to General Partner
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|
|
(147,068
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)
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|
(32,211
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)
|
|
|
|
|
|
|
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Net cash (used in) investing activities
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|
|
(3,282,901
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)
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|
(877,916
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)
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|
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|
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Financing activities:
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|
|
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Contributions
|
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11,340,160
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2,142,090
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Offering Costs
|
|
|
(1,219,286
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)
|
|
(227,596
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)
|
Distributions to partners
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|
|
(577,771
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)
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|
(23,196
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)
|
Other receivable, CCC
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|
|
(120,513
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)
|
|
|
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Debt Placement fee paid to the General Partner
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|
|
(8,160
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)
|
|
|
|
|
|
|
|
|
|
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Net cash provided by financing activities
|
|
|
9,414,430
|
|
|
1,891,298
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|
|
|
|
|
|
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Net increase in cash and cash equivalents
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|
|
5,701,452
|
|
|
1,020,281
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Cash and cash equivalents, beginning of period
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|
|
510,780
|
|
|
1,000
|
|
|
|
|
|
|
|
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Cash and cash equivalents, end of period
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$
|
6,212,232
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$
|
1,021,281
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|
|
|
|
|
|
|
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(1)
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Although the Partnership was formed on May 15, 2001, the Fund did not commence operations until July 8, 2002.
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1.
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Business
|
Commonwealth Income & Growth Fund IV (the Partnership) is a limited partnership organized in the Commonwealth of Pennsylvania on May 15, 2001. The Partnership is offering for sale up to 750,000 units of the limited partnership at the purchase price of $20 per unit (the Offering). The Partnership reached the minimum amount in escrow and commenced operations on July 8, 2002. As of September 30, 2003, the Partnership has received $14,966,714 in contributions from limited partners, amounting to 749,950 units. For the quarter ended September 30, 2003, the Partnership has received $5,054,569 in contributions from limited partners, amounting to 253,253 units.
The Partnership uses the proceeds of the Offering to acquire, own and lease various types of computer peripheral equipment and other similar capital equipment, which will be leased primarily to U.S. corporations and institutions. Commonwealth Capital Corp (CCC), on behalf of the Partnership and other affiliated partnerships, will acquire computer equipment subject to associated debt obligations and lease agreements and allocate a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.
The Partnerships General Partner is Commonwealth Income & Growth Fund, Inc. (the General Partner), a Pennsylvania corporation which is an indirect wholly owned subsidiary of CCC. CCC is a member of the Investment Program Association (IPA), Financial Planning Association (FPA), and the Equipment Leasing Association (ELA). Approximately ten years after the commencement of operations, the Partnership intends to sell or otherwise dispose of all of its computer equipment, make final distributions to partners, and to dissolve. Unless sooner terminated, the Partnership will continue until December 31, 2012.
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2.
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Summary of
Significant Accounting Policies |
Basis of Presentation
The financial information presented as of any date other than December 31 has been prepared from the books and records without audit. Financial information as of December 31 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated have been included. For further information regarding the Partnerships accounting policies, refer to the financial statements and related notes included in the Partnerships annual report on Form 10-K for the year ended December 31, 2002. Operating results for the nine-month period ended September 30, 2003 are not necessarily indicative of financial results that may be
expected for the full year ended December 31, 2003.
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Revenue Recognition
Through September 30, 2003, the Partnership has only entered into operating leases. Lease revenue is recognized on a monthly basis in accordance with the terms of the operating lease agreements.
The Partnership reviews a customers credit history before extending credit and may establish a provision for uncollectible accounts receivable based upon the credit risk of specific customers, historical trends and other information.
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Long-Lived Assets
The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. The Partnership determines whether an impairment exists by estimating the undiscounted cash flows to be generated by each asset. If the estimated undiscounted cash flows are less than the carrying value of the asset then an impairment exists. The amount of the impairment is determined based on the difference between the carrying value and the fair value. The fair value is determined based on estimated discounted cash flows to be generated by the asset. As of September 30, 2003, there is no impairment.
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|
Depreciation on computer equipment for financial statement purposes is based on the straight-line method over estimated useful lives of four years.
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|
Intangible Assets
Equipment acquisition costs and deferred expenses are amortized on a straight-line basis over two- to-four year lives. Unamortized acquisition fees and deferred expenses are charged to amortization expense when the associated leased equipment is sold.
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Cash and Cash Equivalents
The Partnership considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Cash equivalents have been invested in a money market fund investing directly in Treasury obligations.
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|
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Income Taxes
The Partnership is not subject to federal income taxes; instead, any taxable income (loss) is passed through to the partners and included on their respective income tax returns.
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|
Taxable income differs from financial statement net income as a result of reporting certain income and expense items for tax purposes in periods other than those used for financial statement purposes, principally relating to depreciation, amortization, and lease income.
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|
Offering Costs
Offering costs are payments for selling commissions, dealer manager fees, professional fees and other offering expenses relating to the syndication. Selling commissions are 8% of the partners contributed capital and dealer manager fees are 1% of the partners contributed capital. These costs have been deducted from partnership capital in the accompanying financial statements.
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|
|
Net Income (Loss) Per Equivalent Limited Partnership Unit
The net income (loss) per equivalent limited partnership unit is computed based upon net income (loss) allocated to the limited partners and the weighted average number of equivalent units outstanding during the period.
Reimbursable Expenses
Reimbursable expenses, which are charged to the Partnership by CCC in connection with the administration and operation of the Partnership, are allocated to the Partnership based upon several factors including, but not limited to, the number of investors, compliance issues, and the number of existing leases.
|
3.
|
Computer
Equipment
|
The Partnership is the lessor of equipment under operating leases with periods ranging from 16 to 36 months. In general, the lessee pays associated costs such as repairs and maintenance, insurance and property taxes.
The Partnerships share of the computer equipment in which they participate at September 30, 2003 was approximately $8,000, which is included in the Partnerships fixed assets on their balance sheet, and the total cost of the equipment shared by the Partnership with other partnerships at September 30, 2003 was approximately $48,000. The Partnership did not participate in shared equipment as of December 31, 2002.
|
|
|
The following is a schedule of future minimum rentals on noncancellable operating leases at September 30, 2003:
|
|
|
Amount
|
|
|
|
|
|
|
|
Three Months ended December 31, 2003
|
|
$
|
524,000
|
|
Year Ended December 31, 2004
|
|
|
1,978,000
|
|
Year Ended December 31, 2005
|
|
|
1,581,000
|
|
Year Ended December 31, 2006
|
|
|
522,000
|
|
|
|
|
|
|
|
|
$
|
4,605,000
|
|
|
|
|
|
|
4.
|
Related Party
Transactions
|
Other Receivables
During the nine-months ended September 30, 2003, the Partnership made a non-interest bearing advance to CCC, a related party to the Partnership, in the amount of approximately $120,000. This advance, as well as potential future advances, was and will be made at the discretion of the General Partner. CCC, through its indirect subsidiaries, including the General Partner of the Partnership, earns fees based on revenues and new lease purchases from this fund. CCC, through its indirect subsidiaries, including the General Partner of the Partnership, earns fees based on revenues and new lease purchases from this fund. CCC intends to repay the receivable via the offsetting of acquisition and debt placement fees over the next several fiscal years.
|
5.
|
Notes Payable
|
Notes payable consisted of the following:
|
|
|
September 30,
2003 |
|
December 31,
2002 |
|
||
|
|
|
|
|
|
|
|
Installment notes payable to banks; interest ranging from 5.75% to 7.75%, due in monthly installments ranging from $60 to $1,980, including interest, with final payments due from June through December 2004.
|
|
$
|
74,668
|
|
|
|
|
Installment notes payable to banks; interest ranging from 5.50% to 6.75%, due in monthly installments ranging from $151 to $4,212, including interest, with final payments due from January through December 2005.
|
|
|
444,442
|
|
|
|
|
Installment notes payable to banks; interest ranging from 5.50% to 6.00%, due in monthly installments ranging from $155 to $1,445, including interest, with final payments due in January 2006.
|
|
|
54,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
574,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These notes are secured by specific computer equipment and are nonrecourse liabilities of the Partnership. Aggregate maturities of notes payable for each of the periods subsequent to September 30, 2003 are as follows:
|
|
|
Amount
|
|
|
|
|
|
|
|
Three months ended December 31, 2003
|
|
$
|
86,273
|
|
Year ended December 31, 2004
|
|
|
341,539
|
|
Year ended December 31, 2005
|
|
|
144,174
|
|
Year ended December 31, 2006
|
|
|
2,090
|
|
|
|
|
|
|
|
|
$
|
574,076
|
|
|
|
|
|
|
6.
|
Supplemental
Cash Flow
Information
|
Other noncash activities included in the determination of net loss are as follows:
|
|
|
Nine months
ended September 30, 2003 |
|
For the
period July 8, 2002 (Commencement of Operation) through September 30, 2002 |
|
||
|
|
|
|
|
|
||
Lease income, net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank
|
|
$
|
241,928
|
|
$
|
|
|
|
|
No interest or principal on notes payable was paid by the Partnership because direct payment was made by lessee to the bank in lieu of collection of lease income and payment of interest and principal by the Partnership.
|
|
|
|
|
|
Noncash investing and financing activities include the following:
|
|
|
Nine months
ended September 30, 2003 |
|
For the period
July 8, 2002 (Commencement of Operation) through September 30, 2002 |
|
||
|
|
|
|
|
|
||
Debt assumed in connection with purchase of computer equipment
|
|
$
|
816,004
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1.
|
Legal Proceedings.
|
|
|
|
|
|
|
|
Inapplicable
|
|
|
|
|
|
|
Item 2.
|
Changes in Securities.
|
|
|
|
|
|
|
|
Inapplicable
|
|
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities.
|
|
|
|
|
|
|
|
Inapplicable
|
|
|
|
|
|
|
Item 4.
|
Submission of Matters to a Vote of Securities Holders.
|
|
|
|
|
|
|
|
Inapplicable
|
|
|
|
|
|
|
Item 5.
|
Other Information.
|
|
|
|
|
|
|
|
Inapplicable
|
|
|
|
|
|
|
Item 6.
|
Exhibits and Reports on Form 8-K.
|
|
|
|
|
|
|
|
a)
|
Exhibits:
|
|
|
|
|
|
|
31.1 THE RULE 15d-14(a)
|
|
|
|
31.2 THE RULE 15d-14(a)
|
|
|
|
32.1 SECTION 1350 CERTIFICATION OF CEO
|
|
|
|
32.2 SECTION 1350 CERTIFICATION OF CFO
|
|
|
|
|
|
|
|
b)
|
Report on Form 8-K: None
|
|
COMMONWEALTH INCOME & GROWTH FUND IV
|
||
|
|
BY: COMMONWEALTH INCOME & GROWTH FUND, INC. General Partner
|
|
|
|
|
|
November 10, 2003
|
By:
|
/s/ GEORGE S. SPRINGSTEEN
|
|
Date
|
George S. Springsteen
|
||
|
President
|
||