UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
|_| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 33-69996
COMMONWEALTH INCOME & GROWTH FUND I
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2735641
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
470 John Young Way
Exton, PA 19341
(Address, including zip code, of principal executive offices)
(610) 594-9600
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class to Name of exchange on
be so registered which each class
is to be registered
None N/A
---- ---
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (i) 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, and (ii) has been subject to such filing
requirements for the past 90 days: YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K:
YES |X| NO |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12c-2 of the Act): YES |_| NO |X|
DOCUMENTS INCORPORATED BY REFERENCE
(Specific sections incorporated are identified under applicable items herein)
Certain exhibits to the Company's Registration Statement on Form S-1 (File
No. 33-69996).
FORM 10-K
DECEMBER 31, 2004
TABLE OF CONTENTS
PART I
Item 1. Business 3
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 12
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters 12
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 20
Item 8. Financial Statements and Supplementary Data 20
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 20
Item 9A. Controls and Procedures 21
Item 9B. Other Information 21
PART III
Item 10. Directors and Executive Officers of the Registrant 21
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management 24
Item 13. Certain Relationships and Related Transactions 24
Item 14. Principal Accountant Fees and Services 31
PART IV
Item 15. Exhibits and Financial Statement Schedules 32
Index to Exhibits
Signatures
Certifications
2
PART I
ITEM 1: BUSINESS
GENERAL
Commonwealth Income and Growth Fund I ( the "Partnership") was formed on
August 26, 1993 under the Pennsylvania Revised Uniform Limited Partnership Act.
The Partnership began offering $15,000,000 of Units of Limited Partnership
("Units") to the public on December 17, 1993 (the "Offerings"). The Partnership
terminated its offering of Units on May 11, 1995, with 631,358 Units sold
($12,623,682) and 749 investors admitted as Limited Partners of the Partnership.
See "The Glossary" below for the definition of capitalized terms not
otherwise defined in the text of this report.
PRINCIPAL INVESTMENT OBJECTIVES
The Partnership was formed for the purpose of acquiring various types of
Equipment, including computer peripheral and other similar capital equipment.
The Partnership utilized the net Proceeds of the Offering to purchase IBM and
IBM compatible computer peripheral and other similar capital equipment. The
Partnership utilizes Retained Proceeds and debt financing (not to exceed 30% of
the aggregate cost of the Equipment owned or subject to Conditional Sales
Contract by the Partnership at the time the debt is incurred) to purchase
additional Equipment. The Partnership acquires and leases equipment principally
to U.S. corporations and other institutions pursuant to Operating Leases. The
Partnership retains the flexibility to enter into Full Payout Net Leases, Direct
Financing Leases and Conditional Sales Contracts.
The Partnership's principal investment objectives are to:
(a) acquire, lease and sell Equipment to generate revenues from
operations sufficient to provide annual cash distributions to
Limited Partners;
(b) preserve and protect Limited Partners' capital;
(c) use a portion of Cash Flow and Net Disposition Proceeds derived from
the sale, refinancing or other disposition of Equipment to purchase
additional Equipment; and
(d) refinance, sell or otherwise dispose of Equipment in a manner that
will maximize the proceeds to the Partnership.
THERE CAN BE NO ASSURANCE THAT ANY OF THESE OBJECTIVES WILL BE ATTAINED.
Limited Partners do not have the right to vote on or otherwise approve or
disapprove any particular investment to be made by the Partnership.
Although the Partnership has acquired predominately new Equipment, the
Partnership may purchase used Equipment. Generally, Equipment is acquired from
manufacturers, distributors, leasing companies, agents, owner-users,
owner-lessors, and other suppliers upon terms that vary depending upon the
Equipment and supplier involved. Manufacturers and distributors usually furnish
a limited warranty against defects in material and workmanship and some purchase
agreements for Equipment provide for service and replacement of parts during a
limited period. Equipment purchases are also made through lease brokers and on
an ad hoc basis to meet the needs of a particular lessee.
As of December 31, 2004, substantially all Equipment purchased by the
Partnership is subject to an Operating Lease or an Operating Lease was already
entered into with a third party when the Partnership acquired an item of
Equipment. The Partnership may also engage in sale/leaseback transactions,
pursuant
3
to which the Partnership would purchase Equipment from companies that would then
immediately lease the Equipment from the Partnership. The Partnership may also
purchase Equipment which is leased under Full Payout Net Leases, Direct
Financing Leases or sold under Conditional Sales Contracts at the time of
acquisition or the Partnership may enter into a Full Payout Net Lease, Direct
Financing Lease or Conditional Sales Contract with a third party when the
Partnership acquires an item of Equipment.
The Partnership may enter into arrangements with one or more manufacturers
pursuant to which the Partnership purchases from such manufacturers Equipment
that has previously been leased directly by the manufacturer to third parties
("vendor leasing agreements"). The Partnership and manufacturers may agree to
nonrecourse loans to the Partnership from the manufacturers to finance the
acquisition of Equipment secured by the Equipment and the receivables due to the
manufacturers from users of such Equipment. It is expected that the
manufacturers of Equipment will provide maintenance, remarketing and other
services for the Equipment subject to such agreements. As of December 31, 2004,
the Partnership has not entered into any such agreements.
The General Partner has the discretion consistent with its fiduciary duty
to change the investment objectives of the Partnership if it determines that
such a change is in the best interest of the Limited Partners and so long as
such a change is consistent with the Partnership Agreement. The General Partner
will notify the Limited Partners if it makes such a determination to change the
Partnership's investment objectives.
Commonwealth Capital Corp. filed a lawsuit on the Partnership's behalf,
alleging that the named defendant has not returned the proper leased equipment.
The lawsuit was originally filed in 2000. CCC was informed on or around August
30, 2004 that the judge presiding over the case granted summary judgment to the
defendant. It should be noted that the judge had previously denied the
defendant's motions for summary judgment on two different occasions. CCC and our
attorney feel that the judgment appears faulty in a number of areas and we have
filed an appeal. On March 10, 2005, CCC filed a reply brief to the United States
Court of Appeals for the Third Circuit, related to the case of Commonwealth
Capital Corp vs. Gentronics, Inc. (F/K/A Wang Laboratories, Inc.). Commonwealth
expects a response to the brief on or around July 2005. Due to the ongoing
delays, the General Partner feels that it may be in the best interest of the
Partnership to start the liquidation process in 2005 and run out naturally all
remaining leases in the portfolio, making distributions when possible, after
expenses have been satisfied. If the Partnership's cash is insufficient from
operations, the General Partner and CCC intend to pay the legal expenses
associated with the lawsuit on behalf on the Partnership. The General Partner
intends to review and assess the Partnership's business plan on a quarterly
basis during 2005.
TYPES OF EQUIPMENT
Computer Peripheral Equipment. Computer peripheral equipment consists of
devices used to convey information into and out of a central processing unit (or
"mainframe") of a computer system, such as tape drives, disk drives, tape
controllers, disk controllers, printers, terminals and related control units,
all of which are in some way related to the process of storing, retrieving, and
processing information by computer.
The Partnership acquires primarily IBM manufactured or IBM compatible
equipment. The General Partner believes that dealing in IBM or IBM compatible
equipment is particularly advantageous because of the large IBM customer base,
policy of supporting users with software and maintenance services and the large
amount of IBM and IBM compatible equipment in the marketplace.
Computer technology has developed rapidly in recent years and is expected
to continue to do so. Technological advances have permitted continued reductions
in the cost of computer processing capacity, thereby permitting applications not
economically feasible a few years ago. Much of the older IBM and IBM compatible
computer peripheral equipment has not been retired from service, because
software is generally interchangeable between older and newer equipment, and
older equipment is capable of performing many of the same functions as newer
equipment. The General Partner believes, historically,
that the values of peripheral equipment have been affected less dramatically by
changes in technology than have the values of central processing units. An
equipment user who upgrades to a more advanced central processor generally can
continue to use his existing peripheral equipment. Peripheral equipment
4
nevertheless is subject to declines in value as new, improved models are
developed and become available. Technological advances and other factors,
discussed below in Management Discussion and Analysis, have at times caused
dramatic reduction in the market prices of older models of IBM and IBM
compatible computer peripheral equipment from the prices at which they were
originally introduced.
Other Equipment-Restrictions. The Partnership acquires computer
peripheral equipment, such as tape drives, disk drives, tape controllers, disk
controllers, printers, terminals and related control units, all of which are in
some way related to the process of storing, retrieving and processing
information by computer. The General Partner is also authorized, but does not
presently intend, to cause the Partnership to invest in non-IBM compatible
computer peripheral, data processing, telecommunication or medical technology
equipment. The Partnership may not invest in any of such other types of
Equipment (i) to the extent that the purchase price of such Equipment, together
with the aggregate Purchase Price of all such other types of Equipment then
owned by the Partnership, is in excess of 25% of the total cost of all of the
assets of the Partnership at the time of the Partnership's commitment to invest
therein and (ii) unless the General Partner determines that such purchase is in
the best economic interest of the Partnership at the time of the purchase and,
in the case of non-IBM compatible peripheral Equipment, that such Equipment is
comparable in quality to similar IBM or IBM compatible Equipment. There can be
no assurance that any Equipment investments can be found which meet this
standard. Accordingly, there can be no assurance that investments of this type
will be made by the Partnership.
DIVERSIFICATION
Diversification is generally desirable to minimize the effects of
changes in specific industries, local economic conditions or similar risks.
However, the extent of the Partnership's diversification, in the aggregate and
within each category of Equipment, depends in part upon the financing which can
be assumed by the Partnership or borrowed from third parties on satisfactory
terms. The Partnership's policy not to borrow on a recourse basis will further
limit its financing options. Diversification also depends on the availability of
various types of Equipment. Through December 31, 2004, the Partnership has
acquired a diversified Equipment portfolio, which it has leased to 32 different
companies located throughout the United States. The allocations are as follows:
--------------------------------- -------------------
Equipment Type Approximate %
----------------------------------------------------
Servers 35%
----------------------------------------------------
Workstations 23%
----------------------------------------------------
Tape Libraries 16%
----------------------------------------------------
Escon Directors 9%
----------------------------------------------------
Tape Subsystems 6%
----------------------------------------------------
Optical Storage 6%
----------------------------------------------------
High-End Printers 2%
----------------------------------------------------
Routers 2%
----------------------------------------------------
Low-End Printers 1%
----------------------------------------------------
Total 100%
----------------------------------------------------
During the operational stage of the Partnership, the Partnership may not
at any one point in time lease (or sell pursuant to a Conditional Sales
Contract) more than 25% of the Equipment to a single Person or Affiliated group
of Persons.
DESCRIPTION OF LEASES
The Partnership to date has purchased, and in the future intends to
continue to purchase only Equipment that is subject to a lease or for which a
lease or similar agreement will be entered into contemporaneously with the
consummation of the Partnership's acquisition of the Equipment. The General
Partner to date has leased and in the future intends to lease most of the
Equipment purchased by the Partnership to third parties pursuant to Operating
Leases. Operating Leases are relatively short-term (12 to
5
48 month) leases under which the aggregate noncancellable rental payments during
the original term of the lease are not sufficient to permit the lessor to
recover the purchase price of the subject Equipment. The Equipment may also be
leased pursuant to Full Payout Net Leases. Full Payout Net Leases are leases
under which the aggregate noncancellable rental payments during the original
term of the lease are at least sufficient to recover the purchase price of the
subject Equipment. It is anticipated that the Partnership will enter into few,
if any, Full Payout Net Leases. The General Partner may also enter into
Conditional Sales Contracts for Equipment. A Conditional Sales Contract
generally provides that the noncancellable payments to the seller over the term
of the contract are sufficient to recover the investment in such Equipment and
to provide a return on such investment. Under a Conditional Sales Contract, the
seller reserves title to, and retain a security interest in, the Equipment until
the Purchase Price of the Equipment is paid. As of December 31, 2004, the
Partnership has not entered into any Full Payout Net Leases or Conditional Sales
Contracts for Equipment and does not presently intend to do so. The Equipment
may also be leased pursuant to Capital Leases. Capital Leases are leases under
which the Equipment either transfers to the lessee at the end of the lease term,
contains a bargain purchase price option, the lease term is equal to 75% or more
of the estimated economic life of the Equipment, or the present value at the
beginning of the lease term of the minimum lease payments is equal to or exceeds
90% of the excess of the fair value of the Equipment. As of December 31, 2004,
we have entered into one Capital Lease.
In general, the terms of the Partnership's leases, whether the Equipment
is leased pursuant to an Operating lease, Capital Lease or a Full Payout Net
Lease, depend upon a variety of factors, including: the desirability of each
type of lease from both an investment and a tax point of view; the relative
demand among lessees for Operating, Capital Lease or Full Payout Net Leases; the
type and use of Equipment and its anticipated residual value; the business of
the lessee and its credit rating; the availability and cost of financing;
regulatory considerations; the accounting treatment of the lease sought by the
lessee or the Partnership; and competitive factors.
An Operating Lease generally represents a greater risk to the Partnership
than a Capital Lease or Full Payout Net Lease, because in order to recover the
purchase price of the subject Equipment and earn a return on such investment, it
is necessary to renew or extend the Operating Lease, lease the Equipment to a
third party at the end of the original lease term, or sell the Equipment. On the
other hand, the term of an Operating Lease is generally much shorter than the
term of a Capital Lease or Full Payout Net Lease, and the lessor is thus
afforded an opportunity under an Operating Lease to re-lease or sell the subject
Equipment at an earlier stage of the Equipment's life cycle than under a Capital
Lease or Full Payout Net Lease. Also, the annual rental payments received under
an Operating Lease are ordinarily higher than those received under a Capital
Lease or Full Payout Net Lease.
The Partnership's policy is to generally enter into "triple net leases"
(or the equivalent, in the case of a Conditional Sales Contract) which typically
provide that the lessee or some other party bear the risk of physical loss of
the Equipment; pay taxes relating to the lease or use of the Equipment; maintain
the Equipment; indemnify the Partnership-lessor against any liability suffered
by the Partnership as the result of any act or omission of the lessee or its
agents; maintain casualty insurance in an amount equal to the greater of the
full value of the Equipment and a specified amount set forth in the lease; and
maintain liability insurance naming the Partnership as an additional insured
with a minimum coverage which the General Partner deems appropriate. In
addition, the Partnership may purchase "umbrella" insurance policies to cover
excess liability and casualty losses, to the extent deemed practicable and
advisable by the General Partner. As of December 31, 2004, all leases that have
been entered into are "triple net leases".
The General Partner has not established any standards for lessees to whom
it will lease Equipment and, as a result, there is not an investment restriction
prohibiting the Partnership from doing business with any lessees. However, a
credit analysis of all potential lessees is undertaken by the General Partner to
determine the lessee's ability to make payments under the proposed lease. The
General Partner may refuse to enter into an agreement with a potential lessee
based on the outcome of the credit analysis.
The terms and conditions of the Partnership's leases, or Conditional Sales
Contracts, are each determined by negotiation and may impose substantial
obligations upon the Partnership. Where the
6
Partnership assumes maintenance or service obligations, the General Partner
generally causes the Partnership to enter into separate maintenance or service
agreements with manufacturers or certified maintenance organizations to provide
such services. Such agreements generally require annual or more frequent
adjustment of service fees. As of December 31, 2004, the Partnership has not
entered into any such agreements.
Remarketing fees are paid to the leasing companies from which the
Partnership purchases leases. These are fees that are earned by the leasing
companies when the initial terms of the lease have been met. The General Partner
believes that this strategy adds value since it entices the leasing company to
"stay with the lease" for potential extensions, remarketing or sale of
equipment. This strategy potentially minimizes any conflicts the leasing company
may have with a potential new lease and will potentially assist in maximizing
overall portfolio performance. The remarketing fee is tied into lease
performance thresholds and is factored in the negotiation of the fee.
BORROWING POLICIES
The General Partner, at its discretion, may cause the Partnership to incur
debt in the maximum aggregate amount of 30% of the aggregate cost of the
Equipment owned, or subject to Conditional Sales Contract, by the Partnership at
the time the debt is incurred. The Partnership incurs only non-recourse debt,
which is secured by Equipment and lease income therefrom. Such leveraging
permits the Partnership to increase the aggregate amount of its depreciable
assets, and, as a result, potentially increases both its lease revenues and its
federal income tax deductions above those levels, which would be achieved
without leveraging. There is no limit on the amount of debt that may be incurred
in connection with the acquisition of any single item of Equipment. Any debt
incurred is fully amortized over the term of the initial lease or Conditional
Sales Contract to which the Equipment securing the debt is subject. The precise
amount borrowed by the Partnership depends on a number of factors, including the
types of Equipment acquired by the Partnership; the creditworthiness of the
lessee; the availability of suitable financing; and prevailing interest rates.
The Partnership is flexible in the degree of leverage it employs, within the
permissible limit. There can be no assurance that credit will be available to
the Partnership in the amount or at the time desired or on terms considered
reasonable by the General Partner. As of December 31, 2004, the aggregate
nonrecourse debt outstanding of $17,000 was 1.3% of the aggregate cost of the
Equipment owned.
The Partnership has and may continue to purchase some items of Equipment
without leverage. If the Partnership purchases an item of Equipment without
leverage and thereafter suitable financing becomes available, it may then obtain
the financing, secure the financing with the purchased Equipment to the extent
practicable and invest any proceeds from such financing in additional items of
Equipment, or it may distribute some or all of such proceeds to the Limited
Partners. Any such later financing will be on terms consistent with the terms
applicable to borrowings generally. As of December 31, 2004, the Partnership has
not exercised this option.
To date, the General Partner has caused the Partnership to borrow funds at
fixed interest rates and plans to continue borrowing additional funds on the
same basis, to the fullest extent practicable. The Partnership may, from time to
time, borrow funds at rates, which vary with the "prime" or "base" rate,
however, in such a case, if lease revenues were fixed, a rise in the "prime" or
"base" rate would increase borrowing costs and reduce the amount of the
Partnership's income and cash available for distribution. Therefore, the General
Partner is permitted to borrow funds to purchase Equipment at fluctuating rates
only if the lease for such Equipment provides for fluctuating rental payments
calculated on a similar basis.
Any additional debt incurred by the Partnership must be nonrecourse.
Nonrecourse debt, in the context of the business to be conducted by the
Partnership, means that the lender providing the funds can look for security
only to the Equipment pledged as security and the proceeds derived from leasing
or selling such Equipment. Neither the Partnership nor any Partner (including
the General Partner) would be liable for repayment of any nonrecourse debt.
7
Loan agreements may also require that the Partnership maintain certain
reserves or compensating balances and may impose other obligations upon the
Partnership. Moreover, since a significant portion of the Partnership's revenues
from the leasing of Equipment will be reserved for repayment of debt, the use of
financing reduces the cash, which might otherwise be available for distributions
until the debt has been repaid and may reduce the Partnership's Cash Flow over a
substantial portion of the Partnership's operating life. As of December 31,
2004, no such agreements existed.
The General Partner and any of its Affiliates may, but are not required
to, make loans to the Partnership on a short-term basis. If the General Partner
or any of its Affiliates makes such a short-term loan to the Partnership, the
General Partner of Affiliate may not charge interest at a rate greater that the
interest rate charged by unrelated lenders on comparable loans for the same
purpose in the same locality. In no event is the Partnership required to pay
interest on any such loan at an annual rate greater than three percent over the
"prime rate' from time to time announced by PNC Bank, Philadelphia, Pennsylvania
("PNC Bank"). All payments of principal and interest on any financing provided
by the General Partner or any of its affiliates are due and payable by the
Partnership within 12 months after the date of the loan.
REFINANCING POLICIES
Subject to the limitations set forth in "Borrowing Policies" above, the
Partnership may refinance its debt from time to time. With respect to a
particular item of Equipment, the General Partner will take into consideration
such factors as the amount of appreciation in value, if any, to be realized, the
possible risks of continued ownership, and the anticipated advantages to be
obtained for the Partnership, as compared to selling such Equipment. During
2002, the Partnership refinanced one of its notes payable. The note payable,
originally set to expire in February 2004, currently will expire in June 2006.
Simultaneous with the refinancing, the Partnership entered into a Direct
Financing Capital Lease with the lessee for this Equipment.
Refinancing, if achievable, may permit the Partnership to retain an item
of Equipment and at the same time to generate additional funds for reinvestment
in additional Equipment or for distribution to the Limited Partners.
LIQUIDATION POLICIES
The General Partner intends to cause the Partnership to begin disposing of
its Equipment in approximately January 2006. Notwithstanding the Partnership's
objective to sell all of its assets and dissolve by December 31, 2006, the
General Partner may at any time cause the Partnership to dispose of all its
Equipment and dissolve the Partnership upon the approval of Limited Partners
holding a Majority in Interest of Units.
Particular items of Equipment may be sold at any time if, in the judgment
of the General Partner, it is in the best interest of the Partnership to do so.
The determination of whether particular items of Partnership Equipment should be
sold or otherwise disposed of is made by the General Partner after consideration
of all relevant factors (including prevailing general economic conditions,
lessee demand, the General Partner's views of current and future market
conditions, the cash requirements of the Partnership, potential capital
appreciation, cash flow and federal income tax considerations), with a view
toward achieving the principal investment objectives of the Partnership. As
partial payment for Equipment sold, the Partnership may receive purchase money
obligations secured by liens on such Equipment.
MANAGEMENT OF EQUIPMENT
Equipment management services for the Partnership's Equipment is provided
by the General Partner and its Affiliates and by persons employed by the General
Partner. Such services will consist of collection of income from the Equipment,
negotiation and review of leases, Conditional Sales Contracts and
8
sales agreements, releasing and leasing-related services, payment of operating
expenses, periodic physical inspections and market surveys, servicing
indebtedness secured by Equipment, general supervision of lessees to assure that
they are properly utilizing and operating Equipment, providing related services
with respect to Equipment, supervising, monitoring and reviewing services
performed by others in respect to Equipment and preparing monthly Equipment
operating statements and related reports.
COMPETITION
The equipment leasing industry is highly competitive. The Partnership
competes with leasing companies, equipment manufacturers and their affiliated
financing companies, distributors and entities similar to the Partnership
(including other programs sponsored by the General Partner), some of which have
greater financial resources than the Partnership and more experience in the
equipment leasing business than the General Partner. Other leasing companies and
equipment manufacturers, their affiliated financing companies and distributors
may be in a position to offer equipment to prospective lessees on financial
terms, which are more favorable, that those which the Partnership can offer.
They may also be in a position to offer trade-in privileges, software,
maintenance contracts and other services, which the Partnership may not be able
to offer. Equipment manufacturers and distributors may offer to sell equipment
on terms (such as liberal financing terms and exchange privileges), which will
afford benefits to the purchaser similar to those obtained through leases. As a
result of the advantages, which certain of its competitors may have, the
Partnership may find it necessary to lease its Equipment on a less favorable
basis than certain of its competitors.
The computer peripheral equipment industry is extremely competitive.
Competitive factors include pricing, technological innovation and methods of
financing. Certain manufacturer-lessors maintain advantages through patent
protection, where applicable, and through a policy that combines service and
hardware with payment accomplished through a single periodic charge.
The dominant firms in the computer marketplace are Dell, IBM, Hewlett
Packard, Sun Systems and Cisco. Because of the substantial resources and
dominant position of these companies, revolutionary changes with respect to
computer systems, pricing, marketing practices, technological innovation and the
availability of new and attractive financing plans would occur at any time.
Significant action in any of these areas by these firms might materially
adversely affect the partnerships' business or the other manufacturer's with
whom the General Partner might negotiate purchase and other agreements. Any
adverse affect on these manufacturers could be reflected in the overall return
realized by the Partnership on equipment from those manufacturers.
INVESTMENTS
The Partnership, through CCC, participates in the purchase of equipment
subject to associated debt obligations and lease agreements. The purchase price,
list price and monthly rentals presented below are the Partnership's
participation of the total amounts, based on CCC's allocation of the equipment
to the Partnership, and in some instances, other affiliated partnerships.
Through March 29, 2005, the Partnership has purchased, or has made the
commitment to purchase, the following Equipment:
LESSEE MFG EQUIPMENT DESCRIPTION LIST PRICE PURCHASE MONTHLY LEASE
PRICE RENTAL TERM
Xerox Corp. SUN (32) Workstation $440,800 $ 277,705 $ 286 39
Xerox Corp. SUN (4)SPARC2000 590,840 305,875 1,019 39
Fingerhut Corp. SIEMEN 2240-004 722,000 459,592 8,558 48
Chrysler Corp. STK (2) 4490-M30 686,158 490,110 12,001 48
GE Industrial & Power Systems HP HP9000/J200 202,680 157,635 4,115 36
Wang Laboratories Inc. PYR NILE 150 937,290 589,287 16,639 36
Chrysler Corp. IBM 3745-31A 242,244 184,383 4,203 48
Sprint Communications Co. STK (9)9490-M32 1,335,897 703,968 15,501 36
9
Honda R&D SGI 4XR10000 400,220 298,094 7,683 36
Sprint Communications Co. IBM (2) 3995-133 421,500 286,536 10,166 24
Equitable Life Assurance Co. LEX (80) N240 571,351 497,477 11,501 36
Chrysler Corp. STK Tape Lib/Redwd/Timbl 1,693,479 997,891 22,520 36
Equitable Life Assurance Co. LEX (16)OPTRA 74,458 94,098 2,615 36
Kaiser IBM 3745-611A/3746-900 2,149,234 1,191,555 29,786 36
Litton SUN (1)E3000 251,967 148,492 3,771 36
Sprint Communications Co. SUN (2)ES5000 371,640 231,551 7,199 30
Computer Science Corp. SGI 144Workstations 2,055,893 822,455 21,031 36
Paine Webber IBM (2)9032-003 932,206 455,473 11,060 36
Charles Schwab IBM (6) 9032-003 495,889 307,983 6,989 36
ADP IBM (3)3490-A20 (1)-B40 579,850 379,682 5,036 36
Lucent SUN (1) 3000 Server 70,300 45,892 1,181 36
Lucent SUN (1) 3500 Server 75,750 49,505 1,274 36
Pitney Bowes IBM (1) 3590 526,390 299,832 5,852 40
Cendant SUN (1)6000 512,640 274,774 6,722 36
Sprint SUN Upgrade ES5000 21,400 14,491 602 25
Kaiser CISCO (33)Routers 65,835 38,948 1,333 36
Morgan Stanley SUN ENT4000 184,144 122,751 3,018 24
Moore Business IBM (2)3900-DW1/2 515,000 460,490 9,040 43
SMS STK Tape Drive 1,452,140 576,586 34,140 36
UNUM IBM Printer 343,010 343,010 6,338 48
Thomson Consumer Electric HP Visualize C3600 26,670 17,682 696 24
GE Medical CISCO Routers 88,000 58,465 1,565 36
GE Medical CISCO Routers 59,917 35,570 950 35
GE Medical CISCO (6) Routers 34,650 22,976 617 36
Thomson Consumer Electric Thermojet SOP System 14,770 9,794 382 24
McLeod Farms COMPAQ Servers 67,175 56,318 1,685 31
Boeing Satellite Systems SUN (10)280R Sparclil 750 53,614 53,614 1,409 36
Kaiser IBM (1) Server 4,864 4,961 385 36
Capital Technology Various Servers 75,687 75,687 2,069 24-36
Capital Technology Various Servers 68,952 68,952 2,021 25-37
America Online SUN Servers 434,387 283,067 7,720 35
GE Medical IBM Printers 10,979 11,199 295 36
Thomson Consumer Electric LEX (2)PL4630 Printers 46,547 47,478 1,271 36
Raytheon Compaq Server 215.215 154,103 6,642 24
ITT Night Vision Dell Workstations 33,782 15,790 983 14
ITT Night Vision Dell Workstations 45,071 29,832 1,320 22
Vatterott Educational Intel Workstations 16,257 14,349 467 30
Keller Group Dell Workstations 4,381 4,553 249 17
GE Medical Sun Servers 12,459 10,000 261 36
XTS Corporation Dell Workstations 6,989 5,000 142 36
RESERVES
Because the Partnership's leases are on a "triple-net" basis, no permanent
reserve for maintenance and repairs will be established from the Offering
Proceeds. However, the General Partner, in its sole discretion, may retain a
portion of the Cash Flow and Net Disposition Proceeds available to the
Partnership for maintenance, repairs and working capital. There are no
limitations on the amount of Cash Flow and Net Disposition Proceeds that may be
retained as reserves. Since no reserve will be established if available Cash
Flow of the Partnership is insufficient to cover the Partnership's operating
expenses and liabilities, it may be necessary for the Partnership to obtain
additional funds by refinancing its Equipment or borrowing.
GENERAL RESTRICTIONS
Under the Partnership Agreement, the Partnership is not permitted, among
other things, to:
(a) invest in junior trust deeds unless received in connection with the
sale of an item of
10
Equipment in an aggregate amount that does not exceed 30% of the assets of the
Partnership on the date of the investment;
(b) invest in or underwrite the securities of other issuers;
(c) acquire any Equipment for Units;
(d) issue senior securities (except that the issuance to lenders of notes
or other evidences of indebtedness in connection with the financing or
refinancing of Equipment or the Partnership's business shall not be deemed to be
the issuance of senior securities);
(e) make loans to any Person, including the General Partner or any of its
Affiliates, except to the extent a Conditional Sales Contract constitutes a
loan;
(f) sell or lease any Equipment to, lease any Equipment from, or enter
into any sale- leaseback transactions with, the General Partner or any of its
Affiliates; or
(g) give the General Partner or any of its Affiliates an exclusive right
or employment to sell the Partnership's Equipment.
The General Partner has also agreed in the Partnership Agreement to use
its best efforts to assure that the Partnership shall not be deemed an
"investment company" as such term is detained in the Investment Company Act of
1940.
The General Partner and its Affiliates may engage in other activities,
whether or not competitive with the Partnership. The Partnership Agreement
provides, however, that neither the General Partner nor any of its Affiliates
may receive any rebate or "give up" in connection with the Partnership's
activities or participate in reciprocal business arrangements that circumvent
the restrictions in the Partnership Agreement against dealings with Affiliates.
EMPLOYEES
The Partnership has no employees and received administrative and other
services from a related party, Commonwealth Capital Corp. (CCC), which has 34
employees as of December 31, 2004.
ITEM 2: PROPERTIES
NOT APPLICABLE
ITEM 3: LEGAL PROCEEDINGS
On or about May 8, 2000, a complaint captioned Commonwealth Capital
Corp V. Getronics, Inc. was filed by Commonwealth Capital Corp
against Getronics, Inc. (formerly known as Wang Laboratories, Inc.)
with the Federal District Court of the Eastern District of
Pennsylvania, No. 00-CV-2381 on behalf of the Partnership. The
complaint alleges that the named defendant has not returned the
proper equipment stated in the master lease agreement and is seeking
restitution for lost monthly rentals, taxes, attorney fees and
costs, plus interest.
CCC was informed on or around August 30, 2004 that the judge
presiding over the case granted summary judgment to the defendant.
It should be noted that the judge had previously denied the
defendant's motions for summary judgment on two different occasions.
CCC and our attorney feel that the judgment appears faulty in a
number of areas and we have filed an appeal. On March 10, 2005, CCC
filed a reply brief to the United States Court of Appeals for the
Third
11
Circuit, related to the case of Commonwealth Capital Corp vs.
Gentronics, Inc. (F/K/A Wang Laboratories, Inc.). Commonwealth
expects a response to the brief on or around July 2005.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NOT APPLICABLE
PART II
ITEM 5: MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no public market for the Units nor is it anticipated that one
will develop. As of December 31, 2004, there were 749 holders of Units. The
Units are not listed on any exchange or permitted to trade on any
over-the-counter market. In addition, there are substantial restrictions on the
transferability of Units.
GENERAL LIMITATIONS
Units cannot be transferred without the consent of the General Partner,
which may be withheld in its absolute discretion. The General Partner monitors
transfers of Units in an effort to ensure that all transfers are within certain
safe harbors promulgated by the IRS to furnish guidance regarding publicly
traded partnerships. These safe harbors limit the number of transfers that can
occur in any one year. The General Partner intends to cause the Partnership to
comply with the safe harbor that permits nonexempt transfers and redemptions of
Units of up to five percent of the total outstanding interest in the
Partnership's capital or profits in any one year.
REDEMPTION PROVISION
Upon the conclusion of the 30-month period following the termination of
the Offering, the Partnership may, at the sole discretion of the General
Partner, repurchase a number of the outstanding Units. After such 30 month
period, on a semi-annual basis, the General Partner, at its discretion, will
establish an amount for redemption, generally not to exceed two percent of the
outstanding Units per year, subject to the General Partner's good faith
determination that such redemptions will not (a) cause the Partnership to be
taxed as a corporation under Section 7704 of the Code or (b) impair the capital
or operations of the Partnership. (The Partnership may redeem Units in excess of
the two percent limitation if, in the good faith judgment of the General
Partner, the conditions imposed in the preceding sentence would remain
satisfied.) The redemption price for Units will be 105% of the selling Limited
Partner's Adjusted Capital Contributions attributable to the Units for sale.
Following the determination of the annual redemption amount, redemptions will
occur on a semi-annual basis and all requests for redemption, which must be made
in writing, must be on file as of the Record Date in which the redemption is to
occur. The General Partner will maintain a master list of requests for
redemption with priority being given to Units owned by estates, followed by IRAs
and Qualified Plans. All other requests will be considered in the order
received. Redemption requests made by or on behalf of Limited Partners who are
not affiliated with the General Partner or its Affiliates will be given priority
over those made by Limited Partners who are affiliated with the General Partner
or its Affiliates. All redemption requests will remain in effect until and
unless canceled, in writing, by the requesting Limited Partner(s).
The Partnership will accept redemption requests beginning 30 months
following the termination of the Offering. There will be no limitations on the
period of time that a redemption request may be pending prior to its being
granted. Limited Partners will not be required to hold their interest in the
Partnership for any specified period prior to their making a redemption request.
12
In order to make a redemption request, Limited Partners will be required
to advise the General Partner in writing of such request. Upon receipt of such
notification, the Partnership will provide detailed forms and instructions to
complete the request. For the twelve months ending December 31, 2004, the
General Partner has not redeemed any Units. Additionally, no Limited Partners
have requested redemption of their Units.
EXEMPT TRANSFERS
The following six categories of transfers are exempt transfers for
purposes of calculating the volume limitations imposed by the IRS and will
generally be permitted by the General Partner:
(1) transfers in which the basis of the Unit in the hands of the
transferee is determined, in whole or in part, by reference to its basis in the
hands of the transferor (for example, Units acquired by corporations in certain
reorganizations, contributions to capital, gifts of Units, Units contributed to
another partnership, and nonliquidating as well as liquidating distributions by
a parent partnership to its partners of interests in a sub partnership);
(2) transfers at death;
(3) transfers between members of a family (which include brothers and
sisters, spouse, ancestors, and lineal descendants);
(4) transfers resulting from the issuance of Units by the Partnership in
exchange for cash, property, or services;
(5) transfers resulting from distributions from Qualified Plans; and
(6) any transfer by a Limited Partner in one or more transactions during
any 30-day period of Units representing in the aggregate more than five percent
of the total outstanding interests in capital or profits of the Partnership.
ADDITIONAL RESTRICTIONS ON TRANSFER
Limited Partners who wish to transfer their Units to a new beneficial
owner are required to pay the Partnership up to $50 for each transfer to cover
the Partnership's cost of processing the transfer application and take such
other actions and execute such other documents as may be reasonably requested by
the General Partner. There is no charge for re-registration of a certificate in
the event of a marriage, divorce, death, or trust so long as the transfer is not
a result of a sale of the Units.
In addition, the following restrictions apply to each transfer: (i) no
transfer may be made if it would cause 25% or more of the outstanding Units to
be owned by benefit plans; and (ii) no transfer is permitted unless the
transferee obtains such governmental approvals as may reasonably be required by
the General Partner, including without limitation, the written consents of the
Pennsylvania Securities Commissioner and of any other state securities agency or
commission having jurisdiction over the transfer.
ALLOCATION AND DISTRIBUTION BETWEEN THE GENERAL PARTNER AND THE LIMITED PARTNERS
Cash distributions, if any, are made quarterly on March 31, June 30, and
September 30, and December 31, of each year. Distributions are made 99% to the
Limited Partners and one percent to the General Partner until the Limited
Partners have received an amount equal to their Capital Contributions plus the
Priority Return; thereafter, cash distributions will be made 90% to Limited
Partners and 10% to the General Partner. Distributions made in connection with
the liquidation of the Partnership or a Partner's Units will be made in
accordance with the Partner's positive Capital Account balance as determined
under the Partnership Agreement and Treasury Regulations.
13
The Priority Return is calculated on the Limited Partners' Adjusted
Capital Contributions for their Units. The Adjusted Capital Contributions will
initially be equal to the amount paid by the Limited Partners for their Units.
If distributions at any time exceed the Priority Return, the excess will reduce
the Adjusted Capital Contributions, decreasing the base on which the Priority
Return is calculated.
If the proceeds resulting from the sale of any Equipment are reinvested in
Equipment, sufficient cash will be distributed to the Partners to pay the
additional federal income tax resulting from such sale for a Partner in a 38.6%
federal income tax bracket or, if lower, the maximum federal income tax rate in
effect for individuals for such taxable year.
Generally, the General Partner is allocated Net Profits equal to its cash
distributions (but not less than one percent of Net Profits) and the balance is
allocated to the Limited Partners. Net Profits arising from transactions in
connection with the termination or liquidation of the Partnership are allocated
in the following order: (1) First, to each Partner in an amount equal to the
negative amount, if any, of his Capital Account; (2) Second, an amount equal to
the excess of the proceeds which would be distributed to the Partners based on
the Operating Distributions to the Partners over the aggregate Capital Accounts
of all the Partners, to the Partners in proportion to their respective shares of
such excess, and (3) Third, with respect to any remaining Net Profits, to the
Partners in the same proportions as if the distributions were Operating
Distributions. Net Losses, if any, are in all cases allocated 99% to the Limited
Partners and one percent to the General Partner.
Net Profits and Net Losses are computed without taking into account, in
each taxable year of the Partnership, any items of income, gain, loss or
deduction required to be specially allocated pursuant to Section 704(b) of the
Code and the Treasury Regulation promulgated thereunder. No Limited Partner is
required to contribute cash to the capital of the Partnership in order to
restore a closing Capital Account deficit, and the General Partner has only a
limited deficit restoration obligation under the Partnership Agreement.
There were no quarterly distributions paid to the Limited Partners during
2004, 2003 and 2002.
ALLOCATIONS AND DISTRIBUTIONS AMONG THE LIMITED PARTNERS
Except during the Offering Period, Cash Available for Distribution that is
allocable to the Limited Partners is apportioned among and distributed to them
solely with reference to the number of Units owned by each as of the Record Date
for each such distribution. During the Offering Period, Cash Available for
Distribution which is allocable to the Limited Partners was apportioned among
and distributed to them with reference to both (i) the number of Units owned by
each as of each Record Date and (ii) the number of days since the previous
Record Date (or, in the case of the first Record Date, the commencement of the
Offering Period) that the Limited Partner owned the Units.
After the Offering Period, Net Profits, Net Losses and Cash Available for
Distribution allocable to the Limited Partners is apportioned among them in
accordance with the number of Units owned by each. A different convention was
utilized during the Offering Period, whereby Net Profits and Net Losses
allocable to Limited Partners were apportioned among them in the ratio which the
product of the number of Units owned by a Limited Partner multiplied by the
number of days in which the Limited Partner owns such Units during the period
bears to the sum of such products for all Limited Partners.
In addition, where a Limited Partner transfers Units during a taxable
year, the Limited Partner may be allocated Net Profits for a period for which
such Limited Partner does not receive a corresponding cash distribution.
ITEM 6: SELECTED FINANCIAL DATA
14
The following table sets forth, in summary form, selected financial data
for the Partnership as of and for each of the five years in the period ending
December 31, 2004. This table is qualified in its entirety by the more detailed
information and financial statements presented elsewhere in this report, and
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
related notes thereto included herein.
YEAR ENDED DECEMBER 31,
- --------------------------------------------------------------------------------------------------------
Statements of Operations Data: 2004 2003 2002 2001 2000
- --------------------------------------------------------------------------------------------------------
Lease Income $ 258,552 $ 331,958 $ 405,772 $ 764,635 $ 1,790,339
- --------------------------------------------------------------------------------------------------------
Net (Loss) / Income (136,479) (114,587) (237,111) 170,529 (205,279)
- --------------------------------------------------------------------------------------------------------
Cash Distributions -- -- -- 315,490 1,031,324
- --------------------------------------------------------------------------------------------------------
Net (Loss) / Income Per (.22) (.18) (.38) .27 (.34)
Limited Partner Unit
- --------------------------------------------------------------------------------------------------------
Cash Distribution Per Limited -- -- -- .50 1.62
Partner Unit
- --------------------------------------------------------------------------------------------------------
AS OF DECEMBER 31,
- --------------------------------------------------------------------------------------------------------
Other Data: 2004 2003 2002 2001 2000
- --------------------------------------------------------------------------------------------------------
Net cash (used in) provided
by operating activities $ 27,849 ($ 64,210) ($ 2,263) $ 256,758 $ 513,403
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used
in) investing activities 16,989 65,181 (10,329) 678 365,210
- --------------------------------------------------------------------------------------------------------
Net cash provided by (used
in) financing activities -- -- 11,948 (320,931) (1,031,324)
- --------------------------------------------------------------------------------------------------------
AS OF DECEMBER 31,
- -------------------------------------------------------------------------------------------------------
2004 2003 2002 2001 2000
- -------------------------------------------------------------------------------------------------------
Total Assets $ 299,109 $ 684,151 $ 968,125 $ 1,108,320 $ 839,551
- -------------------------------------------------------------------------------------------------------
Notes Payable 17,158 168,343 444,732 500,585 67,647
- -------------------------------------------------------------------------------------------------------
Partners' Capital (49,906) 86,573 201,160 438,271 583,232
- -------------------------------------------------------------------------------------------------------
15
Net income (loss) per unit is computed based upon net income (loss)
allocated to the Limited Partners and the weighted average number of equivalent
Units outstanding during the year. Cash distribution per Unit is computed based
upon distributions allocated to the Limited Partners and the weighted average
number of equivalent Units outstanding during the year.
ITEM 7: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Partnership's discussion and analysis of its financial condition and results
of operations are based upon its financial statements which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires the Partnership
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. The Partnership bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
The Partnership believes that its critical accounting policies affect its more
significant judgments and estimates used in the preparation of its financial
statements.
COMPUTER EQUIPMENT
CCC, on behalf of the Partnership and other affiliated partnerships, acquires
computer equipment subject to associated debt obligations and lease agreements
and allocates a participation in the cost, debt and lease revenue to the various
partnerships based on certain risk factors.
REVENUE RECOGNITION
Through December 31, 2004, the Partnership's leasing operations consist
substantially of operating leases and one direct financing lease. Operating
lease revenue is recognized on a monthly basis in accordance with the terms of
the lease agreement. Unearned revenue from direct financing agreements is
amortized to revenue over the lease term.
The Partnership reviews a customer's credit history before extending credit and
establishes a provision for uncollectible accounts receivable based upon the
credit risk of specific customers, historical trends and other information.
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 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 impairment exists. The amount of the
impairment is determined
16
based on the difference between the carrying value and the fair value. Fair
value is determined based on estimated discounted cash flows to be generated by
the asset.
Depreciation on computer equipment for financial statement purposes is based on
the straight-line method over estimated useful lives of four years.
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.
LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2004, the Partnership provided cash flow
from operating activities of $28,000, which includes a loss of $136,000, and
loss from the sale of computer equipment of $13,000, and was reduced by
depreciation and amortization expenses of $236,000. Other noncash activities
included in the determination of the net loss include direct payments of lease
income by lessees to banks of $142,000.
The Partnership's primary sources of capital for the year ended December
31, 2004 was cash from operations of $28,000, and proceeds from the sale of
computer equipment of $17,000, $70,000, and $24,000 in 2004, 2003 and 2002,
respectively. The primary uses of cash for the years ended December 31, 2003 and
2002 were $64,000 and $2,000, respectively, used in operations and capital
expenditures for new equipment totaling $5,000, and $25,000 for the years ended
December 31, 2003 and 2002, respectively. There were no distributions paid in
2004, 2003 and 2002 mainly due to the litigation with Getronics, declining lease
revenues and declining cash from operations.
Cash is invested in money market accounts that invest directly in treasury
obligations pending the Partnership's use of such funds to purchase additional
computer equipment, to pay Partnership expenses or to make distributions to the
Partners.
The Partnership's investment strategy of acquiring computer equipment and
generally leasing it under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses. As
of December 31, 2004, future minimum rentals on noncancellable operating and
capital leases decreased to $30,000, down from $215,000 and $545,000 in 2003 and
2002, respectively, due to the fact that more lease agreements have expired than
new computer equipment leases acquired in 2003 and 2002. As of December 31,
2004, the Partnership had future minimum rentals on noncancellable operating
leases of $12,000 for the year ended 2004 and $5,000 thereafter. As of December
31, 2004, the Partnership had future minimum rentals on noncancellable capital
leases of $9,000 for the year ended 2005 and $3,000 thereafter. The Partnership
incurred debt in 2002 in the amount of $204,000, down from $544,000 in 2001. No
debt was incurred in 2004 and 2003. At December 31, 2004, the outstanding debt
was $17,000, with a weighted average interest rate of 6.5% and will be payable
through June 2006.
CCC, on behalf of the Partnership and other affiliated partnerships,
acquires computer equipment subject to associated debt obligations and lease
agreements and allocates a participation in the cost, debt and lease revenue to
the various partnerships based on certain risk factors. The Partnership's share
of the computer equipment in which they participate at December 31, 2004 and
2003 is approximately $399,000 and $448,000, respectively, which is included in
the Partnership's fixed assets on their balance sheet, and the total cost of the
equipment shared by the Partnership with other partnerships at December 31, 2004
and 2003 was approximately $1,743,000 and $2,258,000, respectively. The
Partnership's share of the outstanding debt associated with this equipment at
December 31, 2004 and 2003 is approximately $0 and $96,000, respectively, which
is included in the Partnership's liabilities on the balance sheet, and the total
17
outstanding debt at December 31, 2004 and 2003 related to the equipment shared
by the Partnership was approximately $0 and $537,000, respectively.
The Partnership has suffered recurring losses from operations, declining
cash provided by operating activities, has not paid partner distributions since
June 2001, has partners' capital of approximately $(51,000) at December 31, 2004
and CCC filed a lawsuit on the Partnership's behalf, alleging that the named
defendant has not returned the proper leased equipment.
The lawsuit was originally filed in 2000. CCC was informed on or around
August 30, 2004 that the judge presiding over the case granted summary judgment
to the defendant. It should be noted that the judge had previously denied the
defendant's motions for summary judgment on two different occasions. CCC and our
attorney feel that the judgment appears faulty in a number of areas and we have
filed an appeal. On March 10, 2005, CCC filed a reply brief to the United States
Court of Appeals for the Third Circuit, related to the case of Commonwealth
Capital Corp vs. Gentronics, Inc. (F/K/A Wang Laboratories, Inc.). Commonwealth
expects a response to the brief on or around July 2005. Due to the ongoing
delays, the General Partner feels that it may be in the best interest of the
Partnership to start the liquidation process in 2005 and run out naturally all
remaining leases in the portfolio, making distributions when possible, after
expenses have been satisfied. If the Partnership's cash is insufficient from
operations, the General Partner and CCC intend to pay the legal expenses
associated with the lawsuit on behalf on the Partnership.
The General Partner intends to review and reassess the Partnership's
business plan on a quarterly basis during 2005.
RESULTS OF OPERATIONS
For the years ended December 31, 2004, 2003 and 2002, respectively, the
Partnership recognized income of $334,000, $383,000, and $443,000, and expenses
of $471,000, $498,000, and $680,000, resulting in a net loss of $136,000,
$115,000 and 237,000 in 2004, 2003 and 2002, respectively.
Lease income decreased 22% to $259,000 in 2004, down from $332,000 and
$406,000 in 2003 and 2002, respectively, primarily due to the fact that more
lease agreements terminated than new lease agreements entered into since 2002.
As of January 1, 2002, the Partnership stopped recording revenue on its
Getronics lease arrangement. This is due to the fact that the defendant (see
Legal Proceedings in Part I, Item 3) has not returned the proper equipment as
defined in the master lease agreement.
The Partnership sold computer equipment with a net book value of $30,000,
$19,000, and $6,000 during the years ended December 31, 2004, 2003 and 2002,
respectively, for a net (loss) gain of $(13,000), $51,000 and $18,000 for the
years ended December 31, 2004, 2003 and 2002, respectively.
Operating expenses, excluding depreciation, consist of accounting, legal,
outside service fees and reimbursement of expenses to CCC for administration and
operation of the Partnership. The operating expenses at December 31, 2004, 2003,
and 2002 totaled approximately $41,000, $196,000, and $291,000, respectively.
Consistent with the decline in lease revenues and lease activities during 2004,
there was a decrease in reimbursable expenses with the administration and
operation of the Partnership charged by CCC, a related party, of approximately
$73,000, and decreases in legal, accounting, and due diligence of approximately
$14,000, $12,000, and $10,000 respectively.
The equipment management fee is equal to approximately 5% of the gross
lease revenue attributable to equipment, which is subject to operating and
capital leases. The equipment management fee was $2,000 in 2004, down from
$17,000 in 2003 and $20,000 in 2002, which is consistent with the decrease in
lease income.
Interest expense decreased to $6,000 in 2004, down from $23,000 in 2003,
down from $40,000 in 2002, as a result of some leases with associated debt
obligations having expired during 2004.
18
Depreciation and amortization expenses consist of depreciation on computer
equipment, impairment charges and equipment acquisition fees and debt placement
fees. Depreciation and amortization during 2004 decreased to $235,000, down from
$263,000 and $304,000 in 2003 and 2002, respectively, due to the older equipment
becoming fully depreciated and certain acquisition and finance fees being fully
amortized and only a minimal amount of new additions.
The Partnership has charged bad debt expense of $174,000 and $25,000 as
additional allowances against accounts receivable for the years ending December
31, 2004 and 2002, respectively. There was no bad debt expense recorded for the
year ending December 31, 2003.
The Partnership identified specific computer equipment and associated
equipment acquisition costs, which were reevaluated due to technological
changes. In 2004, the Partnership determined that the carrying amount of certain
assets was greater than the undiscounted cash flows to be generated by these
assets. The Partnership recorded charges of $11,000 in the fourth quarter of
2004 to record the assets at their estimated fair value. Such amounts have been
included in depreciation expense in the accompanying financial statements. There
was no impairment for 2003 and 2002.
NET LOSS
Net loss increased in 2004 to $136,000, up from a net loss of $115,000 in
2003, and decreased from $237,000 in 2002.
The changes in net income (loss) were attributable to the changes in
revenues and expenses as discussed above.
COMMITMENTS AND CONTINGENCIES
Contractual Cash Obligations
The following table presents our contractual cash obligations as of December 31,
2004:
Total 2005 2006
-------- -------- --------
Installment notes payable due 2005:
Principal $ -- $ -- $ --
Interest -- -- --
Installment notes payable due 2006:
Principal 17,158 11,252 5,906
Interest 896 784 112
-------- -------- --------
Total $ 18,054 $ 12,036 $ 6,018
======== ======== ========
RECENT ACCOUNTING PRONOUNCEMENTS
19
Interpretation No. 46
In January 2003, FASB issued Interpretation No. 46, "Consolidation of Variable
Interest Entities" ("Interpretation No. 46"), which clarifies the application of
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from the other parties. Interpretation No. 46 is applicable immediately
for variable interest entities created after January 31, 2003. In December 2003,
FASB issued a revision to Interpretation 46 ("FIN 46-R") to clarify the
provisions of FIN 46. The application of FIN 46-R is effective for public
companies, other than small business issuers, after March 15, 2004. Management
believes that the adoption of Interpretation No. 46-R did not have an impact on
the financial position and results of operations.
ITEM 7.A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership believes its exposure to market risk is not material due
to the fixed interest rate of its long-term debt and its associated fixed
revenue streams.
ITEM 8: FINANCIAL STATEMENTS
Our financial statements for the fiscal years ended December 31, 2004 and
2003, and the reports thereon of Asher and Company, Ltd. and BDO Seidman, LLP
respectively, are included in this annual report.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Effective October 11, 2004, the registrant dismissed its principal
independent accounting firm, BDO Seidman, LLP. BDO Seidman, LLP's reports on the
registrant's financial statements for the two most recently completed fiscal
years did not contain any adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was approved by the board of
directors of the registrant's general partner. During the registrant's two most
recent fiscal years and the interim period prior to such dismissal, the
registrant had no disagreements with BDO Seidman, LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
BDO Seidman, LLP, would have caused BDO Seidman, LLP to make reference to the
subject matter of the disagreements in connection with its report. Further,
during the registrant's two most recent fiscal years and the interim period
prior to such dismissal, there occurred no reportable events, as set forth in
Item 304(a)(1)(v) of Regulation S-K.
The registrant has provided BDO Seidman, LLP with a copy of this
disclosure on or prior to the date hereof and has requested BDO Seidman, LLP to
provide the registrant with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements contained herein. A
copy of such letter will be filed by amendment to this report when and if it is
received by the registrant.
Also effective October 11, 2004, the registrant has retained Asher &
Company, Ltd. of Philadelphia, Pennsylvania as its principal independent
accounting firm. The registrant believes that Asher & Company, Ltd. is an
accounting firm of a size and scope of experience better suited to the
registrant's current needs than the registrant's former accounting firm.
During our two most recent fiscal years, we have not consulted with Asher
& Company, Ltd. on any matter that (i) involved the application of accounting
principles to a specific completed or contemplated
20
transaction, or the type of audit opinion that might be rendered on our
financial statements, in each case where written or oral advice was provided,
that was an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) was either the
subject of a disagreement or event, as that term is described in item
304(a)(1)(iv)(A) of Regulation S-X.
ITEM 9A: CONTROLS AND PROCEDURES
Our management, under the supervision and with the participation of the
principal executive officer and principal financial offer, have evaluated the
effectiveness of our controls and procedures related to our reporting and
disclosure obligations as of December 31, 2004, which is the end of the period
covered by this Annual Report on Form 10-K. Based on that evaluation, the
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures are sufficient to provide that (a)
material information relating to us, including our consolidated subsidiaries, is
made known to these officers by our and our consolidated subsidiaries other
employees, particularly material information related to the period for which
this periodic report is being prepared; and (b) this information is recorded,
processed, summarized, evaluated and reported, as applicable, within the time
periods specified in the rules and forms promulgated by the Securities and
Exchange Commission.
ITEM 9B: OTHER INFORMATION
NOT APPLICABLE
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
GENERAL
The Partnership does not have any Directors or executive officers.
The General Partner, a wholly owned subsidiary of Commonwealth of
Delaware, Inc., a Delaware corporation, which is in turn a wholly-owned
subsidiary of CCC, a Pennsylvania corporation, was incorporated in Pennsylvania
on August 26, 1993. The General Partner also acts as the General Partner for
Commonwealth Income and Growth Fund II, Commonwealth Income and Growth Fund III
and Commonwealth Income and Growth Fund IV. The principal business office of the
General Partner is 470 John Young Way, Suite 300, Exton, PA 19341, and its
telephone number is 610-594-9600. The General Partner manages and controls the
affairs of the Partnership and has sole responsibility for all aspects of the
Partnership's operations. The officers of the General Partner devote such time
to the affairs of the Partnership as in the opinion of the General Partner is
necessary to enable it to perform its function as General Partner. The officers
of the General Partner are not required to spend their full time in meeting
their obligations to the Partnership.
The directors and officers of the General Partner and key employees of CCC
are as follows:
NAME TITLE
- ---- -----
George S. Springsteen Chairman of the Board of Directors and President of the General Partner and
CCC
Kimberly A. Springsteen Executive Vice President, Chief Operating Officer and Secretary of the General
Partner and CCC
Henry J. Abbott Senior Vice President, Director and Portfolio Manager of the General
Partner & CCC
Jay Dugan Senior Vice President & IT Manager of the General Partner & CCC
Lynn A. Franceschina Vice President and Controller of the General Partner and CCC
Donald Bachmayer Assistant Vice President and Accounting Manager of the General Partner and CCC
Dorothy A. Ferguson Assistant Vice President & Compliance Manager of the General Partner & CCC
Karen Tramontano Assistant Vice President & Marketing Manager of the General Partner & CCC
David Borham Assistant Vice President & Investor Relations Manager of the General
Partner & CCC
21
George S. Springsteen, age 70, is President of both CCC and the General
Partner. Mr. Springsteen is also President of the general partners or
controlling entities of several prior programs sponsored by CCC with objectives
similar to the Partnership's. He has been the sole shareholder and director of
CCC since its formation in 1978. From 1971 to 1978, Mr. Springsteen was involved
in the computer leasing business of Granite Computer Corporation. Mr.
Springsteen served as Vice President of Marketing, in addition to other
capacities, and managed a portfolio of approximately $120,000,000 of IBM
computers and peripherals. In 1978, Granite Computer Corporation sold its
equipment portfolio and left the equipment leasing business. Mr. Springsteen
acquired a portion of Granite's portfolio, client base, employees and corporate
offices in Jenkintown, Pennsylvania. The new company began operations as CCC in
May of 1978. Mr. Springsteen received a Bachelor of Science degree from the
University of Delaware in 1957. (Mr. Springsteen is the spouse of Kimberly A.
Springsteen.)
Kimberly A. Springsteen, age 45, is Executive Vice President, Chief
Operating Officer and Secretary of CCC and the General Partner and joined CCC in
1997. She is also the President of Commonwealth Capital Securities Corp. From
1980 to 1997, Ms. Springsteen was employed with Wheat First Butcher Singer, a
broker/dealer headquartered in Richmond, Virginia. While at Wheat First Butcher
Singer, Ms. Springsteen, Senior Vice President, served as Marketing Manager for
the Direct Investments Department, with over $450,000,000 of investments under
management in real estate, equipment leasing and energy-related industries. Ms.
Springsteen holds Series 7, 63 and 39 NASD licenses and is a member of the
Equipment Leasing Association, Investment Partnership Association, and
International Association for Financial Planning. (Ms. Springsteen is the spouse
of George S. Springsteen.)
Henry J. Abbott, age 54, is Senior Vice President and Portfolio Manager of
CCC and has been employed by CCC since 1998. Mr. Abbot has been active in the
commercial lending industry, working primarily on asset-backed transactions for
more than twenty-seven years. Prior to joining CCC Mr. Abbott was a founding
partner of Westwood Capital LLC, in New York. Prior to that, as Senior Vice
President for IBJ Schroder Leasing Corporation where Mr. Abbott managed a group
specializing in providing operating lease financing programs in the high
technology sector. Mr. Abbott brings extensive knowledge and experience in all
facets of asset-backed financing and has successfully managed $1.5 billion of
secured transactions. Mr. Abbott attended St. John's University. Mr. Abbott is a
member of the Equipment Leasing Association.
Jay Dugan, age 56, is Senior Vice President and Information Technology
Manager of the General Partner and CCC and has been employed by CCC since 2002.
Mr. Dugan is responsible for computer network and information systems for the
General Partner and its affiliates. Mr. Dugan was a registered securities
representative from 1988 until 1998. During that period, Mr. Dugan founded First
Securities USA, a NASD member firm, and operated that firm through 1998. From
1999 until joining CCC in 2002, Mr. Dugan was an independent due diligence
consultant.
22
Lynn A. Franceschina, age 33, is Vice President and Controller of the
General Partner and CCC and certain of its subsidiaries after returning to the
organization in 2004. From the period of March 2004 to October 2004, Ms.
Franceschina was employed at Wilmington Trust Corp. where she was part of the
policies & procedures team responsible for Sarbanes Oxley documentation. From
November 2001 to February 2004, Ms. Franceschina was Vice President and
Accounting Manager of the General Partner and CCC and certain of its
subsidiaries. Prior to that, Ms. Franceschina served as Business Controls
Manager for Liquent, Inc., a regulatory publishing software developer. Ms.
Franceschina received a Bachelor of Science degree in Accounting from Robert
Morris University. Ms. Franceschina is a member of the Institute of Management
Accountants and the Equipment Leasing Association.
Donald Bachmayer, age 40, is Assistant Vice President and Accounting
Manager of the General Partner and CCC and certain of its subsidiaries where he
has been employed since 2004. From 1997 to 2001, Mr. Bachmayer was an accountant
with Fishbein & Company, P.C., certified public accountants. Prior to joining
Commonwealth, Mr. Bachmayer was employed as Accounting Supervisor for LEAF
Financial, an equipment leasing sponsor. Mr. Bachmayer received a B.S. degree in
Accounting from LaSalle University.
Dorothy A. Ferguson, age 62, is Assistant Vice President of CCC and has
been employed by CCC since 1995. She brought with her over 20 years experience
in commercial banking and finance. Prior to joining Commonwealth, she held
positions as a Banking Officer and Administrative Assistant to the Chairman of a
large Philadelphia based bank, as well as Executive Secretary to the CEO of an
international manufacturing management group.
Karen Tramontano, age 52, Assistant Vice President & Marketing Manger,
joined Commonwealth in 2000, brining with her over a decade of experience of
international marketing and customer relations. Ms. Tramontano is responsible
for the generation and distribution of all marketing materials for the Manager's
investment programs. Prior to joining Commonwealth, Ms. Tramontano served from
1973 to 1983 as executive liaison to the President of V&V Noordland, Inc., an
international commercial company, and served as an office manager for a small
business in Florida from 1998 to 2000. Ms. Tramontano coordinates Commonwealth's
home office marketing department, which serves our broker dealer community and
registered representatives across the country. Ms. Tramontano attended Suffolk
College in New York, with a Major in Advertising/Promotion.
David Borham, age 27, Assistant Vice President & Marketing Manager, joined
Commonwealth in 2000, bringing with him 2 years of Customer Service experience.
Mr. Borham holds a Series 22 NASD license and is responsible for the management
of investor database maintenance and all investor inquiries and correspondence.
Prior to joining Commonwealth, Mr. Borham served as a Customer Relations
Representative in the food service industry for Dilworth Town Inn from 1996 to
2000. Mr. Borham attended Delaware County Community College. (Mr. Borham is the
son of Kimberly A. Springsteen.)
The directors and officers of the General Partner are required to spend
only such time on the Partnership's affairs as is necessary in the sole
discretion of the directors of the General Partner for the proper conduct of the
Partnership's business. A substantial amount of time of such directors and
officers is expected to be spent on matters unrelated to the Partnership,
particularly after the Partnership's investments have been selected. Under
certain circumstances, such directors and officers are entitled to
indemnification from the Partnership.
The Partnership has no audit committee financial expert, as defined under
Section 229.401 of the Exchange Act, serving on its audit committee. An audit
committee is not required because the Partnership is not a listed security as
defined by Section 240.10A-3; therefore, no audit committee financial expert is
required.
CODE OF ETHICS
23
In view of the fiduciary obligation that the General Partner has to the
Partnership, the General Partner believes an adoption of a formal code of ethics
is unnecessary and would not benefit the Partnership, particularly, in light of
Partnership's limited business activities.
ITEM 11: EXECUTIVE COMPENSATION
The Partnership does not have any Directors or executive officers.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
NONE
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following table summarizes the types, amounts and recipients of
compensation to be paid by the Partnership directly or indirectly to the General
Partner and its Affiliates. Some of these fees are paid regardless of the
success or profitability of the Partnership's operations and investments. While
such compensation and fees were established by the General Partner and are not
based on arm's-length negotiations, the General Partner believes that such
compensation and fees are comparable to those that would be charged by an
unaffiliated entity or entities for similar services. The Partnership Agreement
limits the liability of the General Partner and its Affiliates to the
Partnership and the Limited Partners and provides indemnification to the General
Partner and its Affiliates under certain circumstances.
AMOUNT AMOUNT AMOUNT
ENTITY RECEIVING INCURRED INCURRED INCURRED
COMPENSATION TYPE OF COMPENSATION DURING 2004 DURING 2003 DURING 2002
The General Partner Equipment Acquisition Fee. An Equipment $0 $1,000 $9,000
Acquisition Fee of four percent of the
Purchase Price of each item of
Equipment purchased as compensation for
the negotiation of the acquisition of
the Equipment and the lease thereof or
sale under a Conditional Sales
Contract. The fee was paid upon each
closing of the Offering with respect to
the Equipment purchased by the
Partnership with the net proceeds of
the Offering available for investment
in Equipment. If the Partnership
acquires Equipment in an amount
exceeding the net proceeds of the
Offering available for investment in
Equipment, the fee will be paid when
such Equipment is acquired.
24
The General Partner Reimbursable Expenses. The General $22,000 $194,000 $280,000
and its Affiliates Partner and its Affiliates are entitled
to reimbursement by the Partnership for
the cost of goods, supplies or services
obtained and used by the General
Partner in connection with the
administration and operation of the
Partnership from third parties
unaffiliated with the General Partner.
In addition, the General Partner and
its affiliates are entitled to
reimbursement of certain expenses
incurred by the General Partner and its
affiliates in connection with the
administration and operation of the
Partnership. The amounts set forth on
this table do not include expenses
incurred in the offering of Units.
The General Partner Debt Placement Fee. As compensation for $0 $0 $2,000
arranging Term Debt to finance the
acquisition of Equipment to the
Partnership, a fee equal to one percent
of such indebtedness; provided,
however, that such fee is reduced to
the extent the Partnership incurs such
fees to third Parties, un- affiliated
with the General Partner or the lender,
with respect to such indebtedness and
no such fee is paid with respect to
borrowings from the General Partner or
its Affiliates.
The General Partner Equipment Management Fee. A monthly fee $2,000 $17,000 $20,000
equal to the lesser of (i) the fees
which would be charged by an
independent third party for similar
services for similar equipment or (ii)
the sum of (a) two percent of (1) the
Gross Lease Revenues attributable to
Equipment which is subject to Full
Payout Net Leases which contain Net
Lease provisions plus (2) the purchase
price paid on Conditional Sales
Contracts as received by the
Partnership and (b) five percent of the
Gross Lease Revenues attributable to
Equipment which is subject to Operating
Leases.
The General Partner Re-Lease Fee. As Compensation for $0 $0 $0
providing re-leasing services for any
Equipment for which the General Partner
has, following the expiration of, or
default under, the most recent lease of
Conditional Sales Contract, arranged a
subsequent lease of Conditional Sales
Contract for the use of such Equipment
to a lessee or other party, other than
the current or most recent lessee of
other operator of such equipment or its
Affiliates ("Re-lease"), the General
Partner will receive, on a monthly
basis, a Re-lease Fee equal to the
lesser of (a) the fees which would be
charged by an independent third party
of comparable services for comparable
equipment or (b) two percent of Gross
Lease Revenues derived from such
Re-lease.
The General Partner Equipment Liquidation Fee. With respect $500 $2,000 $1,000
to each item of Equipment sold by the
General Partner (other than in
connection with a Conditional Sales
Contract), a fee equal to the lesser of
(i) 50% of the Competitive Equipment
Sale Commission or (ii) three percent
of the sales price for such Equipment.
The payment of such fee is subordinated
to the receipt by the Limited Partners
of (i) a return of their Capital
Contributions and 10% annum cumulative
return, compounded daily, on Adjusted
Capital Contributions ("Priority
Return") and (ii) the Net Disposition
Proceeds from such sale in accordance
with the Partnership Agreement. Such
fee is reduced to the extent any
liquidation or resale fees are paid to
unaffiliated parties.
25
The General Partner Partnership Interest. The General $0 $0 $0
Partner has a present and continuing
one percent interest of $1,000 in the
Partnership's item of income, gain,
loss, deduction, credit, and tax
preference. In addition, the General
Partner receives one percent of Cash
Available for Distribution until the
Limited Partners have received
distributions of Cash Available for
Distribution equal to their Capital
Contributions plus the 10% Priority
Return and thereafter, the General
Partner will receive 10% of Cash
Available for Distribution.
The Partnership is subject to various conflicts of interest arising out of
its relationships with the General Partner and its Affiliates. These conflicts
include the following:
COMPETITION WITH GENERAL PARTNER AND AFFILIATES: COMPETITION FOR MANAGEMENT'S
TIME
The General Partner and its Affiliate sponsor other investor programs,
which are in potential competition with the Partnership in connection with the
purchase of Equipment as well as opportunities to lease and sell such Equipment.
Competition for Equipment has occurred and is likely to occur in the future. The
General Partner and its Affiliates may also form additional investor programs,
which may be competitive with the Partnership.
If one or more investor programs and the Partnership are in a position to
acquire the same Equipment, the General Partner will determine which program
will purchase the Equipment based upon the objectives of each and the
suitability of the acquisition in light of those objectives. The General Partner
will generally afford priority to the program or entity that has had funds
available to purchase Equipment for the longest period of time. If one or more
investor programs and the Partnership are in a position to enter into lease with
the same lessee or sell Equipment to the same purchaser, the General Partner
will generally afford priority to the Equipment which has been available for
lease or sale for the longest period of time.
Certain senior executives of the General Partner and its Affiliates also
serve as officers and directors of the other programs and are required to
apportion their time among these entities. The Partnership is, therefore, in
competition with the other programs for the attention and management time of the
General Partner and Affiliates. The officers and directors of the General
Partner are not required to devote all or substantially all of their time to the
affairs of the Partnership.
ACQUISITIONS
CCC and the General Partner or other Affiliates of the General Partner may
acquire Equipment for the Partnership provided that (i) the Partnership has
insufficient funds at the time the Equipment is acquired, (ii) the acquisition
is in the best interest of the partnership and (iii) no benefit to the General
Partner or its Affiliates arises from the acquisition except for compensation
paid to CCC, the General Partner or such other Affiliate as disclosed in this
Report. CCC, the General Partner or their Affiliates will not hold Equipment for
more than 60 days prior to transfer to the Partnership. If sufficient funds
become available to the Partnership within such 60 day period, such Equipment
may be resold to the Partnership for a price not in excess of the sum of the
cost of the Equipment to such entity and any accountable Acquisition Expenses
payable to third parties which are incurred by such entity and interest on the
Purchase Price from the date of purchase to the date of transfer to the
Partnership. CCC, the General Partner or such other Affiliate will retain any
rent or other payments received for the Equipment, and bear all expenses and
26
liabilities, other than accountable Acquisition Expenses payable to third
parties with respect to such Equipment, for all periods prior to the acquisition
of the Equipment by the Partnership. Except as described above, there will be no
sales of Equipment to or from any Affiliate of CCC.
In certain instances, the Partnership may find it necessary, in connection
with the ordering and acquisition of Equipment, to make advances to
manufacturers or vendors with funds borrowed from the General Partner for such
purpose. The Partnership does not borrow money from the General Partner or any
of its Affiliates with a term in excess of twelve months. Interest is paid on
loans or advances (in the form of deposits with manufacturers or vendors of
Equipment or otherwise) from the General Partner of its Affiliates from their
own funds at a rate equal to that which would be charged by third party
financing institutions on comparable loans from the same purpose in the same
geographic area, but in no event in excess of the General Partner's or
Affiliate's own cost of funds. In addition, if the General Partner or its
Affiliates borrow money and loan or advance it on a short-term basis to or on
behalf of the Partnership, the General Partner or such affiliates shall receive
no greater interest rate and financing charges from the Partnership than that
which unrelated lender charge on comparable loans. The Partnership will not
borrow money from the General Partner or any of its affiliates for a term in
excess of twelve months.
If the General Partner or any of its Affiliates purchases Equipment in its
own name and with its own funds in order to facilitate ultimate purchase by the
Partnership, the purchaser is entitled to receive interest on the funds expended
for such purchase on behalf of the Partnership. Simple interest on any such
temporary purchases is charged on a floating rate basis not in excess of three
percent over the "prime rate" from time to time announced by PNC Bank, from the
date of initial acquisition to the date of repayment by the
Partnership/ownership transfer.
The Partnership does not invest in equipment Limited Partnerships, general
partnerships or joint ventures, except that (a) the Partnership may invest in
general partnerships or joint ventures with persons other than equipment
Programs formed by the General Partner or its Affiliates, provided that (i) the
Partnership has or acquires a controlling interest in such ventures or
partnerships, (ii) the non-controlling interest is owned by a non-Affiliate, and
(iii) there are no duplicate fees; and (b) the Partnership may invest in joint
venture arrangements with other equipment Programs formed by the General Partner
or its Affiliates if such action is in the best interest of all Programs and if
all the following conditions are met: (i) all the Programs have substantially
identical investment objectives; (ii) there are no duplicate fees; (iii) the
sponsor compensation is substantially identical in each Program; (iv) the
Partnership has a right of first refusal to buy another Program's interest in a
joint venture if the other Program wishes to sell equipment held in the joint
venture; (v) the investment of each Program is on substantially the same terms
and conditions; and (vi) the joint venture is formed either for the purpose of
effecting appropriated diversification for the Programs or for the purpose of
relieving the General Partner or its Affiliates from a commitment entered into
pursuant to certain provisions of the Partnership Agreement.
GLOSSARY
The following terms used in this Report shall (unless otherwise expressly
provided herein or unless the context otherwise requires) have the meanings set
forth below.
"Acquisition Expenses" means expenses relating to the prospective selection and
acquisition of or investment in Equipment by the Partnership, whether or not
actually acquired, including, but not limited to, legal fees and expenses,
travel and communication expenses, costs of appraisal, accounting fees and
expenses and other related expenses.
"Acquisition Fees" means the total of all fees and commissions paid by any party
in connection with the initial purchase of Equipment acquired by the
Partnership. Included in the computation of such fees or commissions shall be
the Equipment Acquisition Fee and any commission, selection fee, construction
supervision fee, financing fee, non-recurring management fee or any fee of a
similar nature, however designated.
27
"Adjusted Capital Contributions" means Capital Contributions of the Limited
Partners reduced by any cash distribution received by the Limited Partners
pursuant to the Partnership Agreement, to the extent such distributions exceed
any unpaid Priority Return as of the date such distributions were made.
"Affiliate" means, when used with reference to a specified Person, (i) any
person, that directly or indirectly through one or more intermediaries controls
or is controlled by or is under common control with the specified Person, (ii)
any Person that is a director or an executive officer of, partner in, or serves
in a similar capacity to, the specified Person, or any Person of which the
specified Person is an executive officer or partner or with respect to which the
specified Person serves in a similar capacity, (iii) any Person owning or
controlling 10% or more of the outstanding voting securities of such specified
Person, or (iv) if such Person is an officer, director or partner, any entity
for which such Person acts in such capacity.
"Capital Account" means the bookkeeping account maintained by the Partnership
for each Partner.
"Capital Contributions" means in the case of the General Partner, the total
amount of money contributed to the Partnership by the General Partner, and in
the case of Limited Partners, $20 for each Unit, or where the context requires,
the total Capital Contributions of all the Partners.
"Capital Leases" are leases under which the Equipment either transfers to the
lessee at the end of the lease term, contains a bargain purchase price option,
the lease term is equal to 75% or more of the estimated economic life of the
Equipment, or the present value at the beginning of the lease term of the
minimum lease payments is equal to or exceeds 90% of the excess of the fair
value of the Equipment.
"Cash Available for Distribution" means Cash Flow plus Net Disposition Proceeds
plus cash funds available for distribution from Partnership reserves, less such
amounts as the General Partner, in accordance with the Partnership Agreement,
causes the Partnership to reinvest in Equipment or interests therein, and less
such amounts as the General Partner, in its sole discretion, determines should
be set aside for the restoration or enhancement of Partnership reserves.
"Cash Flow" for any fiscal period means the sum of (i) cash receipts from
operations, including, but not limited to, rents or revenues arising from the
leasing or operation of the Equipment and interest, if any, earned on funds on
deposit for the Partnership, but not including Net Disposition Proceeds, minus
(ii) all cash expenses and costs incurred and paid in connection with the
ownership, lease, management, use and/or operation of the Equipment, including,
but not limited to, fees for handling and storage; all interest expenses paid
and all repayments of principal regarding borrowed funds; maintenance; repair
costs; insurance premiums; accounting and legal fees and expenses; debt
collection expenses; charges, assessments or levies imposed upon or against the
Equipment; ad valorem, gross receipts and other property taxes levied against
the Equipment; and all costs of repurchasing Units in accordance with the
Partnership Agreement; but not including depreciation or amortization of fees or
capital expenditures, or provisions for future expenditures, including, without
limitation, Organizational and Offering Expenses.
"Closing Date" means May 11, 1995.
"Code" means the Internal Revenue Code of 1986, as amended, and as may be
amended from tine to time by future federal tax statutes.
"Competitive Equipment Sale Commission" means that brokerage fee paid for
services rendered in connection with the purchase or sale of Equipment, which is
reasonable, customary, and competitive in light of the size, type, and location
of the Equipment.
"Conditional Sales Contract" means an agreement to sell Equipment to a buyer in
which the seller reserves title to, and retains a security interest in, the
Equipment until the Purchase Price of the Equipment is paid.
"Effective Date" means December 17, 1993, the date on which the Partnership's
Registration Statement on Form S-1 was declared effective by the United States
Securities and Exchange Commission.
28
"Equipment" means each item of and all of the computer peripheral and other
similar capital equipment purchased, owned, operated, and/or leased by the
Partnership or in which the Partnership has acquired a direct or indirect
interest, together with all appliances, parts, instruments, accessories,
furnishings, or other equipment included therein and all substitutions,
renewals, or replacements of, and all additions, improvements, and accessions
to, any and all thereof.
"Full Payout Net Lease" means an initial Net Lease of the Equipment under which
the non-cancelable rental payments due (and which can be calculated at the
commencement of the Net Lease) during the initial noncancelable fixed term (not
including any renewal or extension period of the lease or other contract for the
use of the Equipment) are at least sufficient to recover the Purchase Price of
the Equipment.
"General Partner" means Commonwealth Income & Growth Fund, Inc. and any
additional, substitute or successor general partner of the Partnership.
"Gross Lease Revenues" means Partnership gross receipts from leasing or other
operation of the Equipment, except that, to the extent the Partnership has
leased the Equipment from an unaffiliated party, it shall mean such receipts
less any lease expense.
"IRS" means the Internal Revenue Service.
"Limited Partner" means a person who acquires Units and who is admitted to the
Partnership as a limited partner in accordance with the terms of the Partnership
Agreement.
"Majority in Interest" means, with respect to the Partnership, Limited Partners
holding more than 50% of the outstanding Units held by all Limited Partners at
the Record Date for any vote or consent of the Limited Partners.
"Minimum Subscription Amount" means an aggregate of $2,500,000 in Subscriptions.
"Net Dispositions Proceeds" means the net proceeds realized by the Partnership
from the refinancing, sale or other disposition of Equipment, including
insurance proceeds or lessee indemnity payments arising from the loss or
destruction of Equipment, less such amounts as are used to satisfy Partnership
liabilities.
"Net Lease" means a lease or other contract under which the owner provides
equipment to a lessee or other operator in return for a payment, and the lessee
assumes all obligations and pays for the operation, repair, maintenance and
insuring of the equipment.
"Net Profits" or "Net Losses" shall be computed in accordance with Section
703(a) of the Code (including all items of income, gain, loss or deduction
required to be stated separately pursuant to Section 703(a) (1) of the Code) for
each taxable year of the Partnership or shorter period prior to an interim
closing of the Partnership's books with the following adjustments: (I) any
income of the Partnership that is exempt from federal income tax and not
otherwise taken into account in computing Net Profits and Net Loss pursuant to
this definition shall be added to such taxable income or shall reduce such
taxable loss; (ii) any expenditure of the Partnership described in Code Section
705(a) (2) (B) or treated as Code Section 705(a) (2) (B) expenditures pursuant
to Treasury Regulations section 1.704-1(b) (2) (iv) (i) and not otherwise taken
into account in computing Net Profits and Net Losses pursuant to this definition
shall be subtracted from such taxable income or loss; (iii) items of income,
gain, loss and deduction specially allocated pursuant to Section 7.3 of the
Partnership Agreement shall not be included in the computation of Net Profits or
Net Loss; and if property is reflected on the books of the Partnership at a book
value that differs from the adjusted tax basis of the property in accordance
with Treasury Regulation Section 1.704-1(b) (2) (iv) (d) or (f), depreciation,
amortization, and gain or loss with respect to such property shall be determined
by reference to such book value in a manner consistent with Treasury Regulation
Section 1.704-1(b) (2) (iv) (g). The terms "Net Profit" or "Net Losses" shall
include the Partnership's distributive share of the profit or loss of any
partnership or joint venture in which it is a partner or joint venturer.
29
"Offering" means the initial public offering of Units in the Partnership.
"Offering Period" means the period commencing the Effective Date and ending the
last day of the calendar month in which the Closing Date occurs.
"Operating Distributions" means the quarterly distributions made to the Partners
pursuant to Article 8 of the Partnership Agreement.
"Operating Lease" means a lease or other contractual arrangement under which an
unaffiliated party agrees to pay the Partnership, directly or indirectly, for
the use of the Equipment, and which is not a Full Payout Net Lease.
"Organizational and Offering Expenses" means the expenses incurred in connection
with the organization of the Partnership and in preparation of the Offering,
including Underwriting Commissions, listing fees and advertising expenses
specifically incurred in connection with the distribution of the Units.
"Partner(s)" means any one or more of the General Partner and the Limited
Partners.
"Partnership" means Commonwealth Income & Growth Fund I, a Pennsylvania limited
partnership.
"Partnership Agreement" means that Limited Partnership Agreement of Commonwealth
Income & Growth Fund I by and among the General Partner and the Limited
Partners, pursuant to which the Partnership is governed.
"Person" means an individual, partnership, limited liability company, joint
venture, corporation, trust, estate or other entity.
"Priority Return" means an amount equal to a return at a rate of 10% per annum,
compounded daily, on the Adjusted Capital Contribution for all outstanding
Units, which amount shall begin accruing at the end of the calendar quarter in
which such Units are sold by the Partnership.
"Proceeds" means proceeds from the sale of the Units.
"Program" means a limited or general partnership, joint venture, unincorporated
association or similar organization, other than a corporation formed and
operated for the primary purpose of investment in and the operation of or gain
from an interest in Equipment.
"Purchase Price" means, with respect to any Equipment, an amount equal to the
sum of (i) the invoice cost of such Equipment or any other such amount paid to
the seller, (ii) any closing, delivery and installation charges associated
therewith not included in such invoice cost and paid by or on behalf of the
Partnership, (iii) the cost of any capitalized modifications or upgrades paid by
on or behalf of the Partnership in connection with its purchase of the
Equipment, and (iv) solely for purposes of the definition of Full Payout Net
Lease, the amount of the Equipment Acquisition Fee and any other Acquisition
Fees.
"Retained Proceeds" means Cash Available for Distribution, which instead of
being distributed to the Partners is retained by the Partnership for the purpose
of acquiring or investing in Equipment.
"Term Debt" means debt of the Partnership with a term in excess of twelve
months, incurred with respect to acquiring or investing in Equipment, or
refinancing non-Term Debt, but not debt incurred with respect to refinancing
existing Partnership Term Debt.
"Unit" means a Limited Partnership interest in the Partnership.
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
30
AUDIT FEES
The aggregate fees billed for each of the fiscal years ended December 31, 2004
and 2003 for professional services rendered by the principal accountant for the
audit of our annual financial statements and review of the financial statements
included in our Form 10-Q or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $3,000 and $14,000, respectively.
AUDIT-RELATED FEES
The aggregate fees billed in the fiscal years ended December 31, 2004 and 2003
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the registrant's
financial statements and are not reported under the paragraph captioned "Audit
Fees" above are $0 and $0, respectively.
TAX FEES
The aggregate fees billed in the fiscal years ended December 31, 2004 and 2003
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning were $0 and $0, respectively.
ALL OTHER FEES
The aggregate fees billed in the fiscal years ended December 31, 2004 and 2003
for products and services provided by the principal accountant, other than the
services reported above under other captions of this Item 14 are $0 and $0,
respectively.
PRE-APPROVAL POLICIES AND PROCEDURES
All audit related services, tax planning and other services were pre-approved by
the General Partner, which concluded that the provision of such services by the
Partnership's auditors was compatible with the maintenance of that firm's
independence in the conduct of its auditing functions. The policy of the General
Partner provides for pre-approval of these services and all audit related, tax
or other services not prohibited under Section 10A(g) of the Securities Exchange
Act of 1934, as amended to be performed for us by our independent auditors,
subject to the de minimus exception described in Section 10A(i)(1)(B) of the
Exchange Act. on an annual basis and on individual engagements if minimum
thresholds are exceeded.
The percentage of audit-related, tax and other services that were approved by
the board of directors is zero (-0-).
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
Report of Independent Registered Public Accounting Firm 1
Report of Independent Registered Public Accounting Firm 2
Balance Sheets as of December 31, 2004 and 2003 3-4
Statements of Operations for December 31, 2002 through the year ended
December 31, 2004 5
31
Statements of Partners' Capital (Deficit) for the years ended December 31, 2004
and 2003 6
Statements of Cash Flows for December 31, 2002 through the year ended December 31, 2004 7-8
Notes to Financial Statements 9-21
(a) (2) Schedules.
Schedules are omitted because they are not applicable, not required, or
because the required information is included in the financial statements and
notes thereto.
(a) (3) Exhibits.
* 3.1 Certificate of Limited Partnership
* 3.2 Agreement of Limited Partnership
* Incorporated by reference from the Partnership's Registration
Statement on Form S-1 (Registration No. 333-69996)
(b) Reports on Form 8-K
(c) Exhibits:
31.1 Rule 13a-14(a)/15d-14(a) Certifications by the Principal Executive
Officer
31.2 Rule 13a-14(a)/15d-14(a) Certifications by the Principal Financial
Officer
32 Section 1350 Certifications by the Principal Executive Officer and
Principal Financial Officer
SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf March 30, 2005 by the undersigned thereunto duly authorized.
COMMONWEALTH INCOME & GROWTH FUND I
By: COMMONWEALTH INCOME &
GROWTH FUND, INC., General Partner
By: /s/ George S. Springsteen
-------------------------
George S. Springsteen, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 30, 2005.
32
SIGNATURE CAPACITY
/s/ GEORGE S. SPRINGSTEEN Chairman, President and Sole Director of
- ------------------------- Commonwealth Income & Growth Fund, Inc.
George S. Springsteen
/s/ KIMBERLY A. SPRINGSTEEN Executive Vice President, Chief Operating
- --------------------------- Officer and Secretary
Kimberly A. Springsteen
33
Report of Independent Registered Public Accounting Firm 1
Report of Independent Registered Public Accounting Firm 2
Financial statements
Balance sheets 3-4
Statements of operations 5
Statements of partners' capital (deficit) 6
Statements of cash flows 7-8
Notes to financial statements 9-21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
The Partners
Commonwealth Income & Growth Fund I
Exton, Pennsylvania
We have audited the accompanying balance sheet of Commonwealth Income & Growth
Fund I (the "Partnership") as of December 31, 2004 and the related statements of
operations, Partners' capital and cash flows for the year 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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides 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 Commonwealth Income & Growth
Fund I as of December 31, 2004 and the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, Commonwealth Capital Corp.
("CCC"), on behalf of the Partnership, initiated a lawsuit against a lessee. Due
to the ongoing delays in this proceeding, the General Partner feels that it may
be in the best interest of the Partnership to start the liquidation process in
2005 and run out naturally all remaining leases in the portfolio, making
distributions when possible, after expenses have been satisfied. If the
Partnership's cash is insufficient from operations, the General Partner and CCC
intend to pay the legal expenses associated with the lawsuit on behalf of the
Partnership. The General Partner intends to review and reassess the
Partnership's business plan on a quarterly basis during 2005.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
March 29, 2005
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Partners
Commonwealth Income & Growth Fund I
Exton, Pennsylvania
We have audited the accompanying balance sheets of Commonwealth Income & Growth
Fund I as of December 31, 2003 and the related statements of operations,
partners' capital, and cash flows for each of the two years in the period ended
December 31, 2003. 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 auditing standards generally accepted
in the United States. 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.
As described in Notes 2 and 9, Commonwealth Capital Corp, on behalf of the
Partnership, has initiated a lawsuit against a lessee. Due to the ongoing delays
in this proceeding, the General Partner feels that it may be in the best
interest of the Partnership to begin the liquidation process and, if necessary,
transfer the lawsuit and the related lease receivable to a trust on behalf of
the Partnership.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Commonwealth Income & Growth
Fund I at December 31, 2003 and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 2003, in conformity
with accounting principles generally accepted in the United States.
/s/ BDO Seidman, LLP
Philadelphia, Pennsylvania
March 12, 2004
2
Commonwealth Income & Growth Fund I
Balance Sheets
================================================================================
December 31, 2004 2003
- -------------------------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 46,246 $ 1,409
Lease income receivable, net of reserves of $473,578 and $299,578 at
December 31, 2004 and 2003, respectively 95,496 250,764
Net investment in direct financing lease 13,551 22,585
Other receivables and deposits -- 200
- -------------------------------------------------------------------------------------------------
155,293 274,958
- -------------------------------------------------------------------------------------------------
Computer equipment, at cost 1,345,200 2,610,749
Accumulated depreciation (1,201,517) (2,210,289)
- -------------------------------------------------------------------------------------------------
143,683 400,460
- -------------------------------------------------------------------------------------------------
Equipment acquisition costs and deferred expenses, net of
accumulated amortization of $928 and $34,127, at
December 31, 2004 and 2003, respectively 133 8,733
- -------------------------------------------------------------------------------------------------
Total assets $ 299,109 $ 684,151
=================================================================================================
3
Commonwealth Income & Growth Fund I
Balance Sheets
================================================================================
December 31, 2004 2003
- ------------------------------------------------------------------------------
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 8,620 $ 2,097
Accounts payable, General Partner 229,840 261,756
Accounts payable, Commonwealth Capital Corp. 2,886 21,220
Accounts payable, affiliated limited partnerships 71,528 124,393
Unearned lease income 18,983 19,769
Notes payable 17,158 168,343
- ------------------------------------------------------------------------------
Total liabilities 349,015 597,578
- ------------------------------------------------------------------------------
Partners' capital (deficit)
General Partner 1,000 1,000
Limited partners (50,906) 85,573
- ------------------------------------------------------------------------------
Total partners' capital (deficit) (49,906) 86,573
- ------------------------------------------------------------------------------
Total liabilities and partners' capital (deficit) $ 299,109 $684,151
==============================================================================
See accompanying notes to financial statements.
4
Commonwealth Income & Growth Fund I
Statements of Operations
================================================================================
Years ended December 31, 2004 2003 2002
- ----------------------------------------------------------------------------------------------------
Income
Lease $ 258,552 $ 331,958 $ 405,772
Interest and other 75,977 21 19,334
Gain on sale of computer equipment -- 51,374 17,628
- ----------------------------------------------------------------------------------------------------
Total income 334,529 383,353 442,734
- ----------------------------------------------------------------------------------------------------
Expenses
Operating, excluding depreciation 40,501 195,617 290,736
Equipment management fee, General Partner 2,302 16,598 20,289
Interest 5,817 22,999 39,803
Depreciation 227,137 246,000 287,151
Amortization of equipment acquisition costs, and deferred
expenses 8,600 16,726 17,301
Provision for uncollectible lease income receivable 174,000 -- 24,565
Loss on sale of equipment 12,651 -- --
- ----------------------------------------------------------------------------------------------------
Total expenses 471,008 497,940 679,845
- ----------------------------------------------------------------------------------------------------
Net loss $(136,479) $(114,587) $(237,111)
====================================================================================================
Net loss per equivalent limited partnership unit $ (.22) $ (.18) $ (.38)
Weighted average number of equivalent
limited partnership units outstanding during the year 631,124 631,124 631,124
====================================================================================================
See accompanying notes to financial statements.
5
Commonwealth Income & Growth Fund I
Statements of Partners' Capital (Deficit)
================================================================================
General Limited
Partner Partner General Limited
Units Units Partner Partners Total
- ---------------------------------------------------------------------------------------
Balance, December 31, 2001 50 631,124 $ 1,000 $ 437,271 $ 438,271
Net (loss) -- -- -- (237,111) (237,111)
- ---------------------------------------------------------------------------------------
Balance, December 31, 2002 50 631,124 1,000 200,160 201,160
Net (loss) -- -- -- (114,587) (114,587)
- ---------------------------------------------------------------------------------------
Balance, December 31, 2003 50 631,124 1,000 85,573 86,573
Net (loss) -- -- -- (136,479) (136,479)
- ---------------------------------------------------------------------------------------
Balance, December 31, 2004 50 631,124 $ 1,000 $ (50,906) $ (49,906)
=======================================================================================
See accompanying notes to financial statements.
6
Commonwealth Income & Growth Fund I
Statements of Cash Flows
================================================================================
Years ended December 31, 2004 2003 2002
- ------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net loss $(136,479) $(114,587) $(237,111)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities
Depreciation and amortization 235,738 262,726 304,452
(Gain) Loss on sale of computer
equipment 12,651 (51,374) (17,628)
Provision for uncollectible lease income
receivable 174,000 -- 24,565
Other noncash activities included in
determination of net (loss) (142,151) (267,354) (273,464)
Changes in assets and liabilities
Lease income receivable (18,732) (623) 26,250
Other receivables 200 -- --
Accounts payable 6,523 (3,087) (24,829)
Accounts payable, General
Partner (31,916) 108,643 123,189
Accounts payable,
Commonwealth Capital Corp. (18,334) 3,579 35,545
Accounts payable,
affiliated limited partnerships (52,865) (2,133) 20,640
Unearned lease income (786) -- 16,128
- ------------------------------------------------------------------------------------------------
Net cash (used in) provided by operating activities 27,849 (64,210) (2,263)
- ------------------------------------------------------------------------------------------------
7
Commonwealth Income & Growth Fund I
Statements of Cash Flows
================================================================================
Years ended December 31, 2004 2003 2002
- --------------------------------------------------------------------------------------
Cash flows from investing activities
Capital expenditures $ -- $ (5,000) $(25,000)
Net proceeds from sale of computer
equipment 16,989 70,381 23,816
Equipment acquisition fees to the General
Partner -- (200) (9,145)
- --------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 16,989 65,181 (10,329)
- --------------------------------------------------------------------------------------
Cash flows from financing activities
Proceeds from notes payable -- -- 13,984
Debt placement fee to the General
Partner -- -- (2,036)
- --------------------------------------------------------------------------------------
Net cash provided by financing activities -- -- 11,948
- --------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents
44,837 971 (644)
Cash and cash equivalents at beginning of year 1,409 438 1,082
- --------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 46,246 $ 1,409 $ 438
======================================================================================
See accompanying notes to financial statements.
8
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
1. Business Commonwealth Income & Growth Fund I (the "Partnership")
is a limited partnership organized in the Commonwealth
of Pennsylvania 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, acquires computer equipment
subject to associated debt obligations and lease
agreements and allocates a participation in the cost,
debt and lease revenue to the various partnerships based
on certain risk factors. The Partnership's General
Partner is Commonwealth Income & Growth Fund, Inc. (the
"General Partner"), a Pennsylvania corporation which is
an indirect wholly owned subsidiary of Commonwealth
Capital Corp. Approximately ten to twelve 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 approximately December 31, 2006.
Allocations of income and distributions of cash are
based on the Partnership's Limited Partnership Agreement
(the "Agreement"). The various allocations under the
Agreement prevent any limited partner's capital account
from being reduced below zero and ensure the capital
accounts reflect the anticipated sharing ratios of cash
distributions, as defined in the Agreement. During 2004
and 2003, the Partnership did not make any distributions
to the limited partners
2. Business Plan The Partnership, has suffered recurring losses from
operations, declining cash provided by operating
activities, has not paid partner distributions since
June 2001, has a deficit partners' capital of
approximately $50,000 at December 31, 2004 and CCC filed
a lawsuit on the Partnership's behalf (see Note 9),
alleging that the named defendant has not returned the
proper leased equipment.
The lawsuit was originally filed in 2000. CCC was
informed on or around August 30, 2004 that the judge
presiding over the case granted summary judgment to the
defendant. It should be noted that the judge had
previously denied the defendant's motions for
9
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
summary judgment on two different occasions. CCC and our
attorney feel that the judgment appears faulty in a
number of areas and we have filed an appeal. On March
10, 2005, CCC filed a reply brief to the United States
Court of Appeals for the Third Circuit, related to the
case of Commonwealth Capital Corp vs. Gentronics, Inc.
(F/K/A Wang Laboratories, Inc.). Commonwealth expects a
response to the brief on or around July 2005. Due to the
ongoing delays, the General Partner feels that it may be
in the best interest of the Partnership to start the
liquidation process in 2005 and run out naturally all
remaining leases in the portfolio, making distributions
when possible, after expenses have been satisfied. If
the Partnership's cash is insufficient from operations,
the General Partner and CCC intend to pay the legal
expenses associated with the lawsuit on behalf of the
Partnership.
The General Partner intends to review and reassess the
Partnership's business plan on a quarterly basis during
2005.
3. Summary of Revenue Recognition
Significant
Accounting Through December 31, 2004, the Partnership's leasing
Policies operations consist substantially of operating leases and
one direct financing lease. Operating lease revenue is
recognized on a monthly basis in accordance with the
terms of the lease agreement. Unearned revenue from
direct financing agreements is amortized to revenue over
the lease term.
The Partnership reviews a customer's credit history
before extending credit and establishes a provision for
uncollectible accounts receivable based upon the credit
risk of specific customers, historical trends and other
information.
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
10
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards ("SFAS")
No.107, Disclosures about Fair Value of Financial
Instruments, requires disclosure of the fair value of
certain instruments. The carrying values of cash,
receivables and payables approximate fair value due to
the short term maturity of these instruments. For debt,
the carrying amounts approximate fair value because the
interest rates approximate current market rates.
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 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 impairment exists. The
amount of the impairment is determined based on the
difference between the carrying value and the fair
value. Fair value is determined based on estimated
discounted cash flows to be generated by the asset. In
2004 and 2003, the Partnership determined that the
carrying amount of certain assets was greater than the
undiscounted cash flows to be generated by these assets.
The Partnership recorded charges of $12,000 and $8,000,
respectively in the fourth quarter of 2004, and 2003, to
record the assets at their estimated fair value. Such
amounts have been included in depreciation expense in
the accompanying financial statements. In 2002, the
Partnership determined that no impairment had occurred.
Depreciation on computer equipment for financial
statement purposes is based on the straight-line method
over estimated useful lives of four years.
Intangible Assets
11
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
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.
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. Cash at December 31, 2004 and 2003 was held
in the custody of one financial institution. The
balance, at times, may exceed federally insured limits.
The Partnership mitigates this risk by depositing funds
with a major financial institution. The partnership has
not experienced any losses in such accounts, and
believes it is not exposed to any significant credit
risk.
Accounts Receivable
Accounts receivable includes current accounts
receivable, net of allowances and other accruals. The
Partnership regularly reviews the collectability of its
receivables and the credit worthiness of its customers
and adjusts its allowance for doubtful accounts
accordingly.
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.
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.
Offering Costs
12
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
Offering costs were payments for selling commissions,
dealer manager fees, professional fees and other
offering expenses relating to the syndication. Selling
commissions were 7% of the partners' contributed capital
and dealer manager fees were 2% of the partners'
contributed capital. These costs have been deducted from
partnership capital in the accompanying financial
statements.
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 limited partner units outstanding during
the year.
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.
Recent Accounting Pronouncements
Interpretation No. 46
In January 2003, FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities"
("Interpretation No. 46"), which clarifies the
application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to certain entities
in which equity investors do not have the
characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated
financial support from the other parties. In December
2003, a revision was issued (46-R) to clarify some of
the original provisions. Management has determined that
the adoption of Interpretation No. 46 did not have an
impact on the financial position and results of
operations.
13
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
4. Net Investment The following lists the components of the net investment
in Direct in a direct financing lease as of December 31, 2004
Financing Lease and 2003:
December 31, 2004 2003
------------------------------------------------------------
Minimum lease payments receivable $18,054 $30,090
Less: Unearned Revenue 4,503 7,505
------------------------------------------------------------
Net investment in direct financing lease $13,551 $22,585
============================================================
The following is a schedule of future minimum rentals on
the noncancellable direct financing lease at December
31, 2004:
Year ending December 31, Amount
--------------------------------------------------------
2005 $12,036
2006 6,018
--------------------------------------------------------
The following is a schedule of future minimum rentals on
noncancelable operating leases at December 31, 2004:
Year ending December 31, Amount
--------------------------------------------------------
2005 $ 9,000
2006 3,000
--------------------------------------------------------
$ 12,000
========================================================
Significant Lessees exceeding 10% of lease income for the years
Customers ended:
Lessee 2004 2003 2002
-------------------------------------------------------
Lessee A 33% 28% 23%
Lessee B 23% 24% 18%
Lessee C 12% -- --
-------------------------------------------------------
Total % of Lease Income 68% 52% 41%
=======================================================
14
Lessees exceeding 10% of accounts receivable at December
31, (See Note 9):
Lessee 2004 2003
-------------------------------------------------------
Lessee D 79% 99%
-------------------------------------------------------
Total % of Accounts Receivable 79% 99%
=======================================================
6. Related Party Reimbursable Expenses
Transactions
The General Partner and its affiliates are entitled to
reimbursement by the Partnership for the cost of
supplies and services obtained and used by the General
Partner in connection with the administration and
operation of the Partnership from third parties
unaffiliated with the General Partner. In addition, the
General Partner and its affiliates are entitled to
reimbursement for certain expenses incurred by the
General Partner and its affiliates in connection with
the administration and operation of the Partnership.
During 2004, 2003, and 2002, the Partnership recorded
$22,000, $194,000, and $280,000 respectively, for
reimbursement of expenses to the General Partner. The
amount due to CCC at December 31, 2004 and 2003, for
reimburseable expenses was approximately $70,000 and
$90,000, respectively.
Equipment Acquisition Fee
The General Partner is entitled to be paid an equipment
acquisition fee of 4% of the purchase price of each item
of equipment purchased as compensation for the
negotiation of the acquisition of the equipment and
lease thereof or sale under a conditional sales
contract. During 2004, 2003 and 2002, equipment
acquisition fees
15
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
of approximately $0, $1,000 and $9,000, respectively,
were earned by the General Partner.
Debt Placement Fee
As compensation for arranging term debt to finance the
acquisition of equipment by the Partnership, the General
Partner is paid a fee equal to 1% of such indebtedness;
provided, however, that such fee shall be reduced to the
extent the Partnership incurs such fees to third
parties, unaffiliated with the General Partner or the
lender, with respect to such indebtedness and no such
fee will be paid with respect to borrowings from the
General Partner or its affiliates. No debt placement
fees were earned by the General Partner in 2004 and
2003. During 2002, debt placement fees of approximately
$2,000 were earned by the General Partner.
Equipment Management Fee
The General Partner is entitled to be paid a monthly fee
equal to the lesser of (i) the fees which would be
charged by an independent third party for similar
services for similar equipment or (ii) the sum of (a)
two percent of (1) the gross lease revenues attributable
to equipment which is subject to full payout net leases
which contain net lease provisions plus (2) the purchase
price paid on conditional sales contracts as received by
the Partnership and (b) 5% of the gross lease revenues
attributable to equipment which is subject to operating
and capital leases. During 2004, 2003 and 2002,
equipment management fees of approximately $2,000,
$17,000 and $20,000, respectively, were earned by the
General Partner as determined pursuant to section (ii)
above.
Release Fee
As compensation for providing releasing services for any
equipment for which the General Partner has, following
the expiration of, or default under, the most recent
lease or conditional sales contract, arranged a
subsequent lease or conditional sales contract for the
use of such equipment to a lessee or other party, other
than the current
16
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
or most recent lessee or other operator of such
equipment or its affiliates ("Release"), the General
Partner shall receive, on a monthly basis, a Release Fee
equal to the lesser of (a) the fees which would be
charged by an independent third party for comparable
services for comparable equipment or (b) two percent of
gross lease revenues derived from such Release. There
were no such fees earned by the General Partner in 2004,
2003 and 2002.
Equipment Liquidation Fee
With respect to each item of equipment sold by the
General Partner (other than in connection with a
conditional sales contract), a fee equal to the lesser
of (i) 50% of the competitive equipment sale commission
or (ii) three percent of the sales price for such
equipment is payable to the General Partner. The payment
of such fee is subordinated to the receipt by the
limited partners of the net disposition proceeds from
such sale in accordance with the Partnership Agreement.
Such fee will be reduced to the extent any liquidation
or resale fees are paid to unaffiliated parties. During
2004, 2003 and 2002, equipment liquidation fees of
approximately $500, $2,000 and $1,000, respectively,
were earned by the General Partner.
7. Notes Payable Notes payable consisted of the following:
December 31, 2004 2003
-----------------------------------------------------------------------------------
Installment notes payable to banks; interest
ranging from 6.25% to 9.25%; due in monthly
installments ranging from $138 to $7,720 including
interest with final payments due from January 2004
through December 2004. $ -- $140,640
Installment note payable to a bank; interest at
6.5%; due in monthly installments of $1,003
including interest through June 2006. 17,158 27,703
----------------------------------------------------------------------------------
$ 17,158 $168,343
==================================================================================
These notes are secured by specific computer equipment
and are nonrecourse liabilities of the Partnership.
Aggregate maturities of notes payable for each of the
years subsequent to December 31, 2004 are as follows:
Year ending December 31, Amount
--------------------------------------------------------
2005 $ 11,252
2006 5,906
--------------------------------------------------------
$ 17,158
========================================================
8. Supplemental Other noncash activities included in the determination
Cash Flow of net loss are as follows:
Information
Year ended December 31, 2004 2003 2002
- -------------------------------------------------------------------------------------
Lease income, net of interest expense on
notes payable realized as a result of direct
payment of principal by lessee to bank $ 145,654 $ 267,354 $ 273,464
=====================================================================================
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.
17
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
Non-cash investing and financing activities include the
following:
Year ended December 31, 2004 2003 2002
- --------------------------------------------------------------------------------
Debt assumed in connection with purchase
of computer equipment $ -- $ -- $204,000
- --------------------------------------------------------------------------------
Net book value of equipment converted to direct
financing leases $ -- $ -- $ 38,916
- --------------------------------------------------------------------------------
Notes payable refinanced $ -- $ -- $ 30,953
- --------------------------------------------------------------------------------
9. Commitments and The Partnership, through CCC, has initiated a lawsuit
Contingencies against a customer for the non-return of leased
equipment. The Partnership has approximately $75,000 of
unreserved accounts receivable relating to this matter.
The complaint alleges that the named defendant has not
returned the proper equipment stated in the master lease
agreement and is seeking restitution for lost monthly
rentals, taxes, attorney fees and costs, plus interest.
A summary judgment was ordered in August 2004; however,
an appeal was filed on March 10, 2005 with the United
States Court of Appeals. Management believes that the
Partnership will prevail in this matter and that the
outcome of this uncertainty is not expected to have a
material adverse impact to the financial statements of
the Partnership. A response to the appeal is anticipated
on or around July 2005.
18
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
10. Reconciliation of Net (Loss) Reported for Financial
Reporting Purposes to Taxable (Loss) on the Federal
Partnership Return
Year ended December 31, 2004 2003 2002
- ----------------------------------------------------------------------------------------
Net loss for financial reporting purposes $(136,479) $(114,587) $(237,111)
Adjustments
Gain (loss) on sale of computer equipment (5,317) 27,245 (9,911)
Depreciation 89,947 64,017 (117,233)
Amortization 7,200 13,937 14,289
Bad debt expense -- (14,587) 14,587
Unearned lease income (3,788) (27,665) 36,620
Other (14,574) 17,473 (117,943)
- ----------------------------------------------------------------------------------------
Taxable (loss) on the Federal
Partnership return $ (63,011) $ (34,167) $(416,702)
========================================================================================
The "Adjustments - Other" includes financial statement
adjustments reflected in the tax return in the
subsequent year.
Adjustment for gain (loss) on sale of equipment is due
to longer useful lives for tax reporting purposes.
19
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
11. Quarterly Summarized quarterly financial data for the years ended
Results December 31, 2004 and 2003 is as follows:
of Operation
(Unaudited)
Quarter ended
---------------------------------------------------------
March 31 June 30 September 30 December 31
- --------------------------------------------------------------------------------------------------
2004
Revenues
Lease and other $ 64,953 $ 83,518 $ 62,268 $ 123,790
Gain (loss) on sale of computer
equipment -- 949 (10,764) (2,836)
- --------------------------------------------------------------------------------------------------
Total revenues 64,953 84,467 51,504 120,954
Costs and expenses 73,771 65,254 146,710 172,622
- --------------------------------------------------------------------------------------------------
Net (loss) income $ (8,818) $ 19,213 $ (95,206) $ (51,668)
==================================================================================================
(Loss) income per limited
partner unit $ (.01) $ .03 $ (.15) $ (.08)
==================================================================================================
20
Commonwealth Income & Growth Fund I
Notes to Financial Statements
================================================================================
Quarter ended
---------------------------------------------------------
March 31 June 30 September 30 December 31
- --------------------------------------------------------------------------------------------------
2003
Revenues
Lease and other $ 88,281 $ 83,494 $ 80,818 $ 79,386
Gain (loss) on sale of computer
equipment 5,640 3,267 (6,421) 48,888
- --------------------------------------------------------------------------------------------------
Total revenues 93,921 86,761 74,397 128,274
Costs and expenses 144,016 144,950 106,124 95,350
==================================================================================================
Net (loss) income $ (50,095) $ (58,189) $ (31,727) $ 32,924
==================================================================================================
(Loss) income per limited
partner unit $ (.08) $ (.09) $ (.05) $ .05
==================================================================================================
The cumulative gain or loss on sale of computer
equipment is included in revenues or costs as
appropriate.
21