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
For the year ended December 31, 2002
/ / Transition report pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _______________ to ______________
Commission file number 0-20131
Fidelity Leasing Income Fund VIII, L.P.
______________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 23-2627143
______________________________________________________________________
(State of Organization) (I.R.S. Employer Identification No.)
1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103
______________________________________________________________________
(Address of principal executive offices) (Zip Code)
(215) 574-1636
______________________________________________________________________
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
None Not applicable
Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Interests
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes__X__ No____
The number of outstanding limited partnership units of the Registrant at
December 31, 2002 is 21,695.
There is no public market for these securities.
The index of Exhibits is located on page 12.
1
PART I
Item 1. BUSINESS
Fidelity Leasing Income Fund VIII, L.P. (the "Fund"), a Delaware limited
partnership, was organized in 1990 and acquires computer equipment, including
printers, tape and disk storage devices, data communications equipment, com-
puter terminals, technical workstations, networking equipment, as well as other
electronic equipment that is leased to third parties on a short-term basis.
The Fund's principal objective is to generate leasing revenues for distri-
bution. The Fund manages the equipment, releasing or disposing of equipment
as it comes off lease in order to achieve its principal objective. The Fund
does not borrow funds to purchase equipment.
The Fund generally acquires equipment subject to a lease. Purchases of
equipment for lease are typically made through equipment leasing brokers,
under a sale-leaseback arrangement directly from lessees owning equipment or
from the manufacturer either pursuant to a purchase agreement relating to
significant quantities of equipment or on an ad hoc basis to meet the needs
of a particular lessee.
A brief description of the types of equipment in which the Fund has
invested as of December 31, 2002, together with information concerning the
users of such equipment is contained in Item 2, following.
The Fund does not have any employees. All persons who work on the Fund
are employees of the General Partner.
Item 2. PROPERTIES
The following schedules detail the type, aggregate purchase price and
percentage of the various types of equipment leased by the Fund under the
operating and direct financing methods as of December 31, 2002:
Operating Leases:
Purchase Price Percentage of
Type of Equipment of Equipment Total Equipment
Network Communications $874 100.00%
____ ______
Totals $874 100.00%
==== ======
Direct Financing Leases:
Purchase Price Percentage of
Type of Equipment of Equipment Total Equipment
Tape Storage Systems $ 591,371 54.62%
PCB Assembly Equipment 293,687 27.13
Heating/Air Conditioning 106,605 9.85
Other 90,962 8.40
__________ ______
Totals $1,082,625 100.00%
========== ======
2
Item 2. PROPERTIES (Continued)
The following schedules detail the type of business, aggregate purchase
price and percentage of equipment usage by industrial classification for
equipment leased by the Fund under the operating and direct financing methods
as of December 31, 2002:
Operating Leases:
Purchase Price Percentage of
Type of Business of Equipment Total Equipment
Manufacturing/Refining $874 100.00%
____ ______
Totals $874 100.00%
==== ======
Direct Financing Leases:
Purchase Price Percentage of
Type of Business of Equipment Total Equipment
Computers/Data Processing $ 502,226 46.39%
Telecommunications 293,687 27.13
Manufacturing/Refining 106,605 9.85
Consumer Products/Retailing 90,962 8.40
Education 63,342 5.85
Diversified Financial/Banking/Insurance 25,803 2.38
__________ ______
Totals $1,082,625 100.00%
========== ======
Average Initial Term of Leases (in months): 34
Item 3. LEGAL PROCEEDINGS
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
3
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) The Fund's limited partnership units are not publicly traded.
There is no market for the Fund's limited partnership units and it is
unlikely that any will develop.
(b) Number of Equity Security Holders:
Number of Partners
Title of Class as of December 31, 2002
Limited Partnership Interests 967
General Partnership Interest 1
Item 6. SELECTED FINANCIAL DATA
For the Years Ended December 31,
2002 2001 2000 1999 1998
Total Income $ 303,562 $536,922 $678,950 $1,051,009 $2,790,169
Net Income 36,905 164,287 362,336 364,639 93,898
Distributions to Partners 2,520,000 360,000 300,000 240,000 220,000
Net Income per Equivalent
Limited Partnership Unit 1.41 11.53 26.69 27.55 6.87
Weighted Average Number
of Equivalent Limited
Partnership Units
Outstanding During
the Year 10,254 13,307 13,438 13,105 13,312
December 31,
2002 2001 2000 1999 1998
Total Assets $2,588,760 $5,029,949 $5,258,118 $5,203,246 $5,130,180
Equipment under
Operating Leases and
Equipment Held for
Sale or Lease (Net) 10,359 144,788 101,508 296,219 758,243
Net Investment in
Direct Financing Leases 317,389 1,648,681 3,266,920 3,103,244 2,817,738
Limited Partnership
Units 21,695 21,695 21,695 21,695 21,695
Limited Partners 967 960 959 952 945
4
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Fidelity Leasing Income Fund VIII, L.P. had revenues of $303,562,
$536,922 and $678,950 for the years ended December 31, 2002, 2001 and
2000, respectively. Earned income from direct financing leases and rental
income from the leasing of equipment accounted for 60%, 84% and 83% of total
revenues in 2002, 2001 and 2000, respectively. The decrease in total revenues
in 2002 was primarily attributable to the decrease in earned income on direct
financing leases. The decrease in this account was attributable to the
normal monthly amortization of unearned income using the interest method as
well as the termination of certain direct financing leases during 2002 and
2001. Additionally, the decrease in rental income also contributed to the
overall decrease in revenues in 2002 and 2001. Rental income decreased by
approximately $95,000 during the year ended December 31, 2002 because of
equipment under operating leases that terminated and was sold. This decrease
was mitigated by approximately $25,000 of rentals collected in 2002 on the
settlement of a lease for which a reserve was established in the prior year.
In 2001, rental income decreased by approximately $111,000 because of equipment
under operating leases that terminated and either was renewed at lower rental
rates or was sold. The fluctuation in interest income contributed to the de-
crease in total revenues in 2002 and lowered the decrease in total revenues in
2001. This account decreased in 2002 and increased in 2001 because of the
change in cash balances available for investment by the Fund. The cash avail-
able for investment decreased in 2002 as a result of larger cash distributions
paid to partners during the year ended December 31, 2002. In 2001, cash avail-
able for investment increased because of the proceeds collected on the early
termination of certain direct financing leases. Additionally, the increase in
net gain on sale of equipment mitigated the total decrease in income in 2002
and the decrease in this account in 2001 contributed to the overall decrease
in income in 2001. The Fund recognized a net gain on sale of equipment of
$45,871 for the year ended December 31, 2002 compared to $-0- in 2001 and
$44,873 in 2000.
Expenses were $266,657, $372,635 and $316,614 for the years ended
December 31, 2002, 2001 and 2000, respectively. The decrease in total
expenses in 2002 and the increase in total expenses in 2001 was primarily
due to the change in the reserve for uncollectible accounts. During the year
ended December 31, 2001, approximately $109,000 was charged to this account
to reserve for potential uncollectible rents for one lease. There was no
reserve for uncollectible accounts recorded during the years ended December 31,
2002 and 2000. Depreciation expense comprised 10%, 16% and 40% of total ex-
penses during the years ended December 31, 2002, 2001 and 2000, respectively.
Depreciation expense decreased in 2002 and 2001 because of equipment that
terminated and was sold during these years. The decrease in this account
contributed to the overall decrease in expenses in 2002 and mitigated the
overall increase in expenses in 2001. The increase in general and administra-
tive expense reduced the decrease in total expenses in 2002 and contributed
to the increase in total expenses in 2001. The increase in this account was
attributable to the increase in the various costs incurred to operate the Fund
on a daily basis. Additionally, management fee to related party decreased
during the twelve months ended December 31, 2002 and increased during the
twelve months ended December 31, 2001 which contributed to the decrease in
5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
total expenses during 2002 and the increase in total expenses during 2001.
The fluctuation in this account resulted from the variation in rentals
recognized on both operating and direct financing leases during 2002 and 2001.
Management fee to related party is calculated as a percentage of rental
proceeds.
The Fund's net income was $36,905, $164,287 and $362,336 for the years
ended December 31, 2002, 2001 and 2000, respectively. The earnings per equiv-
alent limited partnership unit, after earnings allocated to the General
Partner, were $1.41, $11.53 and $26.69 based on a weighted average number of
equivalent limited partnership units outstanding of 10,254, 13,307 and 13,438
for the years ended December 31, 2002, 2001 and 2000, respectively.
The Fund generated cash from operations of $18,193, $334,757 and $442,771
for the purpose of determining cash available for distribution during the years
ended December 31, 2002, 2001 and 2000, respectively. The Fund distributed
$1,710,000, $270,000 and $240,000 to partners during the period from April 1
through December 31, 2002, 2001 and 2000, respectively. During the first
quarter of 2003, 2002 and 2001, the Fund distributed $530,000, $810,000 and
$90,000 to partners, respectively. For financial statement purposes, the Fund
records cash distributions to partners on a cash basis in the period in which
they are paid.
Analysis of Financial Condition
The Fund is currently in the process of dissolution. As provided in
the Restated Limited Partnership Agreement, the assets of the Fund shall be
liquidated as promptly as is consistent with obtaining their fair value.
During this time, the Fund will continue to look for opportunities to purchase
equipment under operating leases or invest in direct financing leases for
lease terms consistent with the plan of dissolution. The Fund invested in
$89,179, $760,417 and $1,851,498 of direct financing leases during
the years ended December 31, 2002, 2001 and 2000, respectively.
The cash position of the Fund is reviewed daily and cash is invested on
a short-term basis.
The Fund's cash from operations is expected to continue to be adequate to
cover all operating expenses and contingencies during the next twelve month
period.
Recent Accounting Pronouncements
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. Management expects to adopt SFAS
No. 143 on January 1, 2003 and is currently determining the impact of this
standard on its financial statements.
6
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and
64 and Amendment of FASB Statement No. 13, and Technical Corrections" was
issued. SFAS No. 145 eliminates extraordinary accounting treatment for re-
porting gain or loss on debt extinguishment, and amends other existing pro-
nouncements to make technical corrections, clarify meanings or describe their
applicability under changed conditions. The adoption of SFAS No. 145 did not
have a material effect on the Fund's financial position, results of operations
or cash flows.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted as a separate section of this
report commencing on page F-1.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
7
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The General Partner of the Fund is LEAF Financial Corporation (LEAF).
LEAF is a wholly owned subsidiary of Resource Leasing, Inc. which is a wholly
owned subsidiary of Resource America, Inc. (Resource America). The Directors
and Executive Officers of LEAF are:
CRIT S. DEMENT, age 50, Chairman of the Board of Directors and Chief
Executive Officer of LEAF since February 2002. Chairman of the
Board of Directors, President and Chief Executive Officer of LEAF from
November 2001 to February 2002. President of Fidelity Leasing, Inc.
and its successor, the Technology Finance Group of CitiCapital Vendor
Finance from 1998 to 2001. Vice President of Marketing for Tokai
Financial Services from 1987 through 1996.
CARLOS C. CAMPBELL, age 65, Director of LEAF since May 2002. President
of C.C. Campbell and Company (a management consulting firm) since 1985.
Director of PICO Holdings, Inc. (a publicly traded diversified holding
company) since 1998.
EDWARD E. COHEN, age 64, Director of LEAF since November 2001. Chairman
of the Board of Resource America since 1990. President of Resource
America since 2000 and Chief Executive Officer of Resource America since
1988. Chairman of the Managing Board of Directors of Atlas Pipeline
Partners GP, LLC (a wholly owned subsidiary of Resource America that is
the general partner of a publicly traded limited partnership that owns
and operates natural gas pipelines) since its formation in 1999. Chairman
of the Board of Directors of Brandywine Construction & Management, Inc.
(a property management company) since 1994. Mr. Cohen is the father of
Jonathan Z. Cohen.
JONATHAN Z. COHEN, age 32, Director of LEAF since November 2001. Chief
Operating Officer and a Director of Resource America since 2002. Execu-
tive Vice President of Resource America since 2001. Senior Vice Presi-
dent of Resource America from 1999 to 2001. Vice President of Resource
America from 1998 to 1999. Vice Chairman of the Managing Board of Atlas
Pipeline Partners GP, LLC since its formation in 1999. Trustee and
Secretary of RAIT Investment Trust (a publicly traded real estate invest-
ment trust) since 1997. Mr. Cohen is the son of Edward E. Cohen.
MILES HERMAN, age 43, President, Chief Operating Officer and a Director
of LEAF since February 2002. Vice President and a Director of LEAF from
November 2001 to February 2002. Held various senior operational offices
with Fidelity Leasing, Inc. and its successor from 1998 to 2001. Held
several management positions in sales, marketing and operations at Tokai
Financial Services from 1983 to 1998.
FREDDIE M. KOTEK, age 47, Director of LEAF since 1996. Senior Vice
President of Resource America since 1995. President of Resource Leasing,
Inc. since 1996.
8
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
LINDA RICHARDSON, age 55, Director of LEAF since August 2002. President
and Chief Executive Officer of Richardson (a sales training and consulting
firm) since 1988. A director of the Pennsylvania Academy of the Fine
Arts.
MARIANNE T. SCHUSTER, age 44, Vice President of Accounting of LEAF
since 1984.
Item 11. EXECUTIVE COMPENSATION
The following table sets forth information relating to the aggregate
compensation earned by the General Partner of the Fund during the year
ended December 31, 2002:
Name of Individual or Capacities in
Number in Group Which Served Compensation
LEAF Financial
Corporation General Partner $31,666(1)
=======
(1) This amount does not include the General Partner's share of
cash distributions made to all partners.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Based upon a review of Schedule 13D as filed with the Securities and
Exchange Commission, the table set forth below outlines the persons or
groups known to the Fund that own more than 5% of the Fund's outstanding
securities either beneficially or of record.
Name of Individual Number of
or Group Units Owned
James S. and Danea T. Riley 1,387.06 (1)
Odd Lot Liquidity Fund, LLC 1,387.06 (2)
Sierra Fund 4, LLC 1,387.06 (3)
(1) Amount represents beneficial ownership interest through
ownership of Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC
which own 1,068.46 units and 318.60 units, respectively, of the
outstanding limited partnership units of the Fund.
(2) Amount represents direct ownership by Odd Lot Liquidity
Fund, LLC of 1,068.46 units and beneficial ownership of 318.60
units by virtue of group membership and affiliate status with
Sierra Fund 4, LLC.
(3) Amount represents direct ownership by Sierra Fund 4, LLC
of 318.60 units and beneficial ownership of 1,068.46 units by
virtue of group membership and affiliate status with Odd Lot
Liquidity Fund, LLC.
9
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued)
(b) In 1990, the General Partner contributed $1,000 to the capital of
the Fund but it does not own any of the Fund's outstanding securities.
No individual director or officer of LEAF Financial Corporation nor
such directors or officers as a group, owns more than one percent of the
Fund's outstanding securities. The General Partner owns a general part-
nership interest which entitles it to receive 1% of cash distributions
until the Limited Partners have received an amount equal to the purchase
price of their units plus an 11% cumulative compounded priority return;
thereafter 10%. The General Partner will also share in net income equal
to the greater of its cash distributions or 1% of net income or to the
extent there are losses, 1% of such losses.
(c) There are no arrangements known to the Fund that would, at any
subsequent date, result in a change in control of the Fund.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 2002, the Fund was charged by the
General Partner $31,666 of management fees. The General Partner will
continue to receive 4% or 2% of rental payments on equipment under operating
leases and full pay-out leases, respectively, for administrative and manage-
ment services performed on behalf of the Fund. Full pay-out leases are
noncancellable leases for which rental payments during the initial term of
the lease are at least sufficient to recover the purchase price of the equip-
ment, including acquisition fees. All of the direct financing leases in
which the Fund has invested meet the criteria for a full pay-out lease and
pay a 2% management fee to the General Partner. This management fee is paid
monthly only if and when the Limited Partners have received distributions for
the period from the initial closing through the end of the most recent
calendar quarter equal to a return for such period at a rate of 11% per year
on the aggregate amount paid for their units.
The General Partner may also receive up to 3% of the proceeds from the
sale of the Fund's equipment for services and activities to be performed in
connection with the disposition of equipment. The payment of this sales fee
is deferred until the Limited Partners have received cash distributions equal
to the purchase price of their units plus an 11% cumulative compounded
priority return. Based on current estimates, it is not expected that the Fund
will be required to pay this sales fee to the General Partner.
The General Partner receives 1% of cash distributions until the Limited
Partners have received an amount equal to the purchase price of their units
plus an 11% cumulative compounded priority return. Thereafter, the General
Partner will receive 10% of cash distributions. During 2002, the General
Partner received cash distributions of $142,442.
The Fund incurred $94,304 of reimbursable costs to the General Partner
and its parent company for services and materials provided in connection with
the administration of the Fund during 2002.
10
Item 14. CONTROLS AND PROCEDURES
The Fund's Chief Executive Officer (principal executive officer) and Chief
Financial Officer (principal financial officer) have concluded, based on an
evaluation conducted within 90 days prior to the filing date of this Annual
Report on Form 10-K, that the Fund's disclosure controls and procedures have
functioned effectively so as to provide those officers the information
necessary to evaluate whether:
(i) this Annual Report on Form 10-K contains any untrue statement of a
material fact or omits to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this Annual Report on Form 10-K, and
(ii) the financial statements, and other financial information included
in this Annual Report on Form 10-K, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Fund as of, and for, the periods presented in this Annual Report
on Form 10-K.
There have been no significant changes in the Fund's internal controls or
in other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect internal con-
trols, including any corrective actions with regard to significant deficien-
cies and material weaknesses.
11
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) The response to this portion of Item 14 is submitted
as a separate section of this report commencing on page F-1.
(a) (3) and (c) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Exhibit Numbers Description Page Number
3(a) & (4) Amended and Restated Agreement *
of Limited Partnership
(9) not applicable
(10) not applicable
(11) not applicable
(12) not applicable
(13) not applicable
(18) not applicable
(19) not applicable
(22) not applicable
(23) not applicable
(24) not applicable
(25) not applicable
(28) not applicable
99.1 Certification pursuant to 18 18
U.S.C., Section 1350, as
adopted pursuant to Section
906 of the Sarbanes-Oxley Act
of 2002
99.2 Certification pursuant to 18 19
U.S.C., Section 1350, as
adopted pursuant to Section
906 of the Sarbanes-Oxley
Act of 2002
* Incorporated by reference.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
FIDELITY LEASING INCOME FUND VIII, L.P.
A Delaware limited partnership
By: LEAF FINANCIAL CORPORATION
/s/ Crit S. DeMent
By: ___________________________
Crit S. DeMent, Chairman
Dated March 31, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
annual report has been signed below by the following persons, on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
/s/ Crit S. DeMent
____________________________ Chairman of the Board of Directors 3-31-03
Crit S. DeMent of LEAF Financial Corporation
(Principal Executive Officer)
/s/ Miles Herman
____________________________ President and Director of 3-31-03
Miles Herman LEAF Financial Corporation
/s/ Jonathan Z. Cohen
____________________________ Director of LEAF Financial Corporation 3-31-03
Jonathan Z. Cohen
/s/ Freddie M. Kotek
____________________________ Director of LEAF Financial Corporation 3-31-03
Freddie M. Kotek
/s/ Marianne T. Schuster
____________________________ Vice President of Accounting of 3-31-03
Marianne T. Schuster LEAF Financial Corporation
(Principal Financial Officer)
13
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this annual report on Form 10-K of Fidelity Leasing
Income Fund VIII, L.P.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particu-
larly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effect-
tiveness of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
14
CERTIFICATIONS (continued)
Date: March 31, 2003
/s/ Crit DeMent
____________________________
Crit S. DeMent
Chairman of the Board of Directors of LEAF Financial Corporation,
The General Partner
(Principal Executive Officer)
15
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this annual report on Form 10-K of Fidelity Leasing
Income Fund VIII, L.P.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particu-
larly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effect-
tiveness of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
16
CERTIFICATIONS (continued)
Date: March 31, 2003
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of LEAF Financial Corporation,
The General Partner
(Principal Financial Officer)
17
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Fidelity Leasing Income Fund VIII,
L.P. (the "Fund") on Form 10-K for the period ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Crit S. DeMent, Principal Executive Officer of LEAF Financial Corporation,
the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Crit S. DeMent
________________________
Crit S. DeMent
Principal Executive Officer of LEAF Financial Corporation
March 31, 2003
18
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Fidelity Leasing Income Fund VIII,
L.P. (the "Fund") on Form 10-K for the period ended December 31, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Marianne T. Schuster, Principal Financial Officer of LEAF Financial Corpora-
tion, the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Marianne T. Schuster
________________________
Marianne T. Schuster
Principal Financial Officer of LEAF Financial Corporation
March 31, 2003
19
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Certified Public Accountants F-2
Balance Sheets as of December 31, 2002 and 2001 F-3
Statements of Operations for the years ended
December 31, 2002, 2001 and 2000 F-4
Statements of Partners' Capital for the years ended
December 31, 2002, 2001 and 2000 F-5
Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000 F-6
Notes to Financial Statements F-7 - F-13
All schedules have been omitted because the required information is not
applicable or is included in the Financial Statements or Notes thereto.
F-1
Report of Independent Certified Public Accountants
The Partners
Fidelity Leasing Income Fund VIII, L.P.
We have audited the accompanying balance sheets of Fidelity Leasing
Income Fund VIII, L.P. as of December 31, 2002 and 2001, and the related
statements of operations, partners' capital and cash flows for each of the
three years in the period ended December 31, 2002. These financial statements
are the responsibility of the Fund'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 of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the finan-
cial statements are free of material misstatement. An audit includes examin-
ing, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting princi-
ples used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Fidelity Leasing
Income Fund VIII, L.P. as of December 31, 2002 and 2001, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2002 in conformity with accounting principles generally accepted
in the United States of America.
Grant Thornton LLP
Philadelphia, Pennsylvania
February 7, 2003
F-2
FIDELITY LEASING INCOME FUND VIII, L.P.
BALANCE SHEETS
ASSETS
December 31,
2002 2001
Cash and cash equivalents $2,222,845 $2,908,429
Accounts receivable 15,667 319,052
Due from related parties 22,500 8,999
Net investment in direct financing
leases 317,389 1,648,681
Equipment under operating leases
(net of accumulated depreciation
of $874 and $1,025,054,
respectively) - 41,288
Equipment held for sale or lease 10,359 103,500
__________ __________
Total assets $2,588,760 $5,029,949
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ - $ 12,272
Accounts payable and
accrued expenses 55,114 7,231
Security deposits 2,683 -
Due to related parties 15,801 12,189
__________ __________
Total liabilities 73,598 31,692
Partners' capital 2,515,162 4,998,257
__________ __________
Total liabilities and
partners' capital $2,588,760 $5,029,949
========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENTS OF OPERATIONS
For the years ended December 31,
2002 2001 2000
Income:
Earned income on direct
financing leases $ 81,450 $278,823 $ 278,353
Rentals 101,123 171,169 282,005
Interest 71,410 82,804 62,631
Gain on sale of equipment, net 45,871 - 44,873
Other 3,708 4,126 11,088
________ ________ __________
303,562 536,922 678,950
________ ________ __________
Expenses:
Depreciation 27,159 61,094 125,308
General and administrative 113,528 62,368 56,748
General and administrative to
related party 94,304 88,286 84,975
Management fee to related party 31,666 51,511 49,583
Reserve for uncollectible accounts - 109,376 -
________ ________ __________
266,657 372,635 316,614
________ ________ __________
Net income $ 36,905 $164,287 $ 362,336
======== ======== ==========
Net income per equivalent
limited partnership unit $ 1.41 $ 11.53 $ 26.69
======== ======== ==========
Weighted average number of
equivalent limited partnership
units outstanding during the year 10,254 13,307 13,438
======== ======== ==========
The accompanying notes are an integral part of these financial statements.
F-4
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the years ended December 31, 2002, 2001 and 2000
General Limited Partners
Partner Units Amount Total
________ ___________________ _____
Balance, January 1, 2000 (7,090) 21,695 5,138,724 5,131,634
Cash distributions (3,000) - (297,000) (300,000)
Net income 3,623 - 358,713 362,336
_______ ______ __________ __________
Balance, December 31, 2000 (6,467) 21,695 5,200,437 5,193,970
Cash distributions (3,600) - (356,400) (360,000)
Net income 10,800 - 153,487 164,287
_______ ______ __________ __________
Balance, December 31, 2001 733 21,695 4,997,524 4,998,257
Cash distributions (25,200) - (2,494,800) (2,520,000)
Net income 22,400 - 14,505 36,905
_______ ______ __________ __________
Balance, December 31, 2002 ($ 2,067) 21,695 $2,517,229 $2,515,162
======= ====== ========== ==========
The accompanying notes are an integral part of this financial statement.
F-5
FIDELITY LEASING INCOME FUND VIII, L.P.
STATEMENTS OF CASH FLOWS
For the years ended December 31,
2002 2001 2000
Cash flows from operating activities:
Net income $ 36,905 $ 164,287 $ 362,336
__________ __________ __________
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 27,159 61,094 125,308
Reserve for uncollectible accounts - 109,376 -
(Gain) loss on sale of equipment, net (45,871) - (44,873)
(Increase) decrease in accounts receivable 303,385 (139,143) (82,204)
(Increase) decrease in due from
related parties (13,501) 18,523 49,767
Increase (decrease) in lease rents paid in
advance (12,272) 1,842 (2,271)
Increase (decrease) in accounts payable
and accrued expenses 47,883 (35,815) (9,701)
Increase (decrease) in security deposits 2,683 - -
Increase (decrease) in due to related parties 3,612 1,517 4,508
__________ __________ __________
313,078 17,394 40,534
__________ __________ __________
Net cash provided by operating activities 349,983 181,681 402,870
__________ __________ __________
Cash flows from investing activities:
Acquisition of equipment 93,141 (104,374) -
Investment in direct financing leases (197,568) (760,417) (1,851,498)
Proceeds from direct financing leases,
net of earned income 1,528,860 2,269,280 1,687,822
Proceeds from sale of equipment 60,000 - 114,276
__________ __________ __________
Net cash provided by (used in)
investing activities 1,484,433 1,404,489 (49,400)
__________ __________ __________
Cash flows from financing activities:
Distributions (2,520,000) (360,000) (300,000)
__________ __________ __________
Net cash used in financing activities (2,520,000) (360,000) (300,000)
__________ __________ __________
Increase (decrease) in cash and cash
equivalents (685,584) 1,226,170 53,470
Cash and cash equivalents, beginning of year 2,908,429 1,682,259 1,628,789
__________ __________ __________
Cash and cash equivalents, end of year $2,222,845 $2,908,429 $1,682,259
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-6
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF BUSINESS
Fidelity Leasing Income Fund VIII, L.P. (the Fund) was formed on
November 21, 1990. The General Partner of the Fund is LEAF Financial
Corporation (LEAF). LEAF is a wholly owned subsidiary of Resource Leasing,
Inc. which is a wholly owned subsidiary of Resource America, Inc. (Resource
America). The Fund is managed by the General Partner. The Fund's limited
partnership interests are not publicly traded. There is no market for the
Fund's limited partnership interests and it is unlikely that any will develop.
The Fund acquires computer equipment including printers, tape storage devices,
data communications equipment, computer terminals, technical workstations and
networking equipment, as well as other electronic equipment, that is leased to
third parties throughout the United States on a short-term basis.
The Fund is currently in the process of dissolution. As provided in the
Restated Limited Partnership Agreement, the assets of the Fund shall be liqui-
dated as promptly as is consistent with obtaining their fair value.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration of Credit Risk
Financial instruments that potentially subject the Fund to concentra-
tions of credit risk consist principally of temporary cash investments. The
Fund places its temporary investments in money market savings accounts.
Concentrations of credit risk with respect to accounts receivables are
due to the limited dispersion of the Fund's lessees over different industries
and geographies.
Impairment of Long-Lived Assets
The Fund adopted Statement of Financial Accounting Standard (SFAS) No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets", on
January 1, 2002. SFAS No. 144 retains the existing requirements to recognize
and measure the impairment of long-lived assets to be held and used or to be
disposed by sale. SFAS No. 144 changes the requirements relating to reporting
the effects of a disposal or discontinuation of a business segment.
The Fund reviews its assets to determine if it has any long-lived assets
that are carried on the books for an amount that may not be recoverable. If it
is determined that an asset's estimated future cash flows will not be suf-
ficient to recover its carrying amount, an impairment charge will be recorded.
The adoption of SFAS No. 144 did not have any material effect on the Fund's
financial position, results of operations or cash flows.
Equipment Held for Sale or Lease
Equipment held for sale or lease is carried at its estimated net realiz-
able value.
F-7
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Accounting for Leases
The Fund's leasing operations consist of both direct financing and
operating leases. Under the direct financing method of accounting for leases,
income (the excess of the aggregate future rentals and estimated unguaranteed
residuals upon expiration of the lease over the related equipment cost) is
recognized over the life of the lease using the interest method.
Under the operating method of accounting for leases, the cost of the
leased equipment is recorded as an asset and depreciated on a straight-line
basis over its estimated useful life, up to seven years. Acquisition fees
associated with lease placements are allocated to equipment when purchased
and depreciated as part of equipment cost. Rental income consists primarily
of monthly periodic rentals due under the terms of the leases. Generally,
during the remaining terms of existing operating leases, the Fund will not
recover all of the undepreciated cost and related expenses of its rental
equipment and is prepared to remarket the equipment in future years. Upon
sale or other disposition of assets, the cost and related accumulated dep-
reciation are removed from the accounts and the resulting gain or loss, if
any, is reflected in income.
Income Taxes
Federal and State income tax regulations provide that taxes on the income
or benefits from losses of the Fund are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has
been made in the accompanying financial statements.
Statements of Cash Flows
For purposes of the statements of cash flows, the Fund considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Net Income per Equivalent Limited Partnership Unit
Net income per equivalent limited partnership unit is computed by
dividing net income allocated to limited partners by the weighted average
number of equivalent limited partnership units outstanding during the year.
The weighted average number of equivalent units outstanding during the year
is computed based on the weighted average monthly limited partners' capital
account balances, converted into equivalent units at $500 per unit.
F-8
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations"
was issued. SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. Management expects to adopt SFAS
No. 143 on January 1, 2003 and is currently determining the impact of this
standard on its financial statements.
In April 2002, SFAS No. 145, "Rescission of FASB Statements No. 4, 44
and 64 and Amendment of FASB Statement No. 13, and Technical Corrections" was
issued. SFAS No. 145 eliminates extraordinary accounting treatment for
reporting gain or loss on debt extinguishment, and amends other existing
pronouncements to make technical corrections, clarify meanings or describe
their applicability under changed conditions. The adoption of SFAS No. 145
did not have a material effect on the Fund's financial position, results of
operations or cash flows.
3. ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH DISTRIBUTIONS
Cash distributions, if any, are made monthly as follows: 99% to the
Limited Partners and 1% to the General Partner, until the Limited Partners
have received an amount equal to the purchase price of their units, plus an
11% compounded priority return (an amount equal to 11% compounded annually on
the portion of the purchase price not previously distributed); thereafter,
90% to the Limited Partners and 10% to the General Partner.
Net Losses are allocated 99% to the Limited Partners and 1% to the
General Partner. The General Partner is allocated Net Income equal to its
cash distributions, but not less than 1% of Net Income, with the balance
allocated to the Limited Partners.
Net Income (Losses) allocated to the Limited Partners are allocated to
individual limited partners based on the ratio of the daily weighted average
partner's net capital account balance (after deducting related commission
expense) to the total daily weighted average of the Limited Partners' net
capital account balances.
4. EQUIPMENT LEASED
The Fund's direct financing leases are for initial lease terms ranging
from 24 to 60 months. Unguaranteed residuals for direct financing leases
represent the estimated amounts recoverable at lease termination from lease
extensions or disposition of the equipment. The Fund reviews these residual
values quarterly. If the equipment's fair market value is below the estimated
residual value, an adjustment is made.
F-9
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
4. EQUIPMENT LEASED (Continued)
The approximate net investment in direct financing leases as of Decem-
ber 31, 2002 is as follows:
Minimum lease payments to be received $347,000
Unearned rental income (30,000)
________
$317,000
========
Equipment on lease consists of equipment under an operating lease for an
initial lease term of 11 months.
The future approximate minimum rentals to be received on noncancellable
direct financing and operating leases as of December 31 are as follows:
Direct
Financing Operating
2003 $208,000 $1,000
2004 61,000 -
2005 52,000 -
2006 26,000 -
________ ______
$347,000 $1,000
======== ======
5. RELATED PARTY TRANSACTIONS
The General Partner receives 4% or 2% of rental payments from equipment
under operating leases and full pay-out leases, respectively, for adminis-
trative and management services performed on behalf of the Fund. Full pay-out
leases are noncancellable leases for which the rental payments due during the
initial term of the lease are at least sufficient to recover the purchase price
of the equipment, including acquisition fees. This management fee is paid
monthly only if and when the Limited Partners have received distributions for
the period from the initial closing through the end of the most recent calendar
quarter equal to a return for such period at a rate of 11% per year on the
aggregate amount paid for their units.
The General Partner may also receive up to 3% of the proceeds from the
sale of the Fund's equipment for services and activities to be performed in
connection with the disposition of equipment. The payment of this sales fee
is deferred until the Limited Partners have received cash distributions equal
to the purchase price of their units plus an 11% cumulative compounded
priority return. Based on current estimates, it is not expected that the
Fund will be required to pay this sales fee to the General Partner.
F-10
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
5. RELATED PARTY TRANSACTIONS (Continued)
Additionally, the General Partner and its parent company are reimbursed
by the Fund for certain costs of services and materials used by or for the
Fund except those items covered by the above-mentioned fees. Following is
a summary of fees and costs of services and materials charged by the General
Partner and its parent company during the years ended December 31:
2002 2001 2000
Management fee $31,666 $51,511 $49,583
Reimbursable costs 94,304 88,286 84,975
During 2001, the Fund transferred its checking and investment accounts
from Hudson United Bank to The Bancorp.com, Inc. (TBI). The son and the spouse
of the Chairman of Resource America, Inc. are the Chairman and Chief Executive
Officer, respectively, of TBI. The Fund maintains a normal banking relation-
ship with TBI.
Amounts due from related parties at December 31, 2002 and 2001 represent
monies due to the Fund from the General Partner and/or other affiliated funds
for rentals and sales proceeds collected and not yet remitted to the Fund.
Amounts due to related parties at December 31, 2002 and 2001 represent
monies due to the General Partner for the fees and costs mentioned above, as
well as, rentals and sales proceeds collected by the Fund on behalf of other
affiliated funds.
6. MAJOR CUSTOMERS
For the year ended December 31, 2002, two customers accounted for
approximately 44% and 42% of the Fund's rental income. For the year ended
December 31, 2001, two customers accounted for approximately 55% and 30% of
the Fund's rental income. For the year ended December 31, 2000, five
customers accounted for approximately 36%, 20%, 19%, 15% and 10% of the
Fund's rental income.
7. CASH DISTRIBUTIONS
Below is a summary of the cash distributions paid to partners during the
years ended December 31:
For the Quarter Ended 2002 2001 2000
March $ 810,000 $ 90,000 $ 60,000
June 590,000 90,000 60,000
September 560,000 120,000 90,000
December 560,000 60,000 90,000
__________ ________ ________
$2,520,000 $360,000 $300,000
========== ======== ========
F-11
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
7. CASH DISTRIBUTIONS (Continued)
In addition, the General Partner declared and paid one cash distri-
bution of $30,000 and one cash distribution of $500,000 subsequent to
December 31, 2002 for the months ended November 30 and December 31, 2002,
for an aggregate of $530,000 to all admitted partners as of November 30 and
December 31, 2002.
8. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
The following table summarizes the results of operations on a quarterly
basis during 2002 and 2001:
2002
----------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Income:
Earned income on direct financing
leases $ 7,990 $ 11,911 $22,931 $ 38,618
Rentals 28,557 8,833 23,242 40,491
Interest 15,577 18,338 18,428 19,067
Gain on sale of equipment, net 800 28,271 15,950 850
Other 877 284 1,201 1,346
_______ ________ _______ ________
Total income 53,801 67,637 81,752 100,372
_______ ________ _______ ________
Expenses:
Depreciation - 3,796 11,390 11,973
General and administrative 52,480 19,058 21,154 20,836
General and administrative to
related party 27,882 22,834 19,983 23,605
Management fee to related party 3,543 4,239 10,827 13,057
_______ ________ _______ ________
Total expenses 83,905 49,927 63,354 69,471
_______ ________ _______ ________
Net income ($30,104) $ 17,710 $18,398 $ 30,901
======= ======== ======= ========
Net income per equivalent limited
partnership unit ($ 3.13) $ 1.25 $ 1.19 $ 2.10
======= ======== ======= ========
F-12
FIDELITY LEASING INCOME FUND VIII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
8. SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (Continued)
2001
----------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Income:
Earned income on direct financing
leases $ 44,020 $ 49,150 $117,887 $ 67,766
Rentals 40,443 42,604 44,219 43,903
Interest 21,813 24,245 20,415 16,331
Other 1,194 2,172 384 376
________ ________ ________ ________
Total income 107,470 118,171 182,905 128,376
________ ________ ________ ________
Expenses:
Depreciation 12,799 16,098 16,099 16,098
General and administrative 13,331 20,063 18,918 10,056
General and administrative to
related party 25,328 23,409 19,213 20,336
Management fee to related party 11,811 11,324 14,067 14,309
Reserve for uncollectible accounts 22,590 33,884 52,902 -
________ ________ ________ ________
Total expenses 85,859 104,778 121,199 60,799
________ ________ ________ ________
Net income $ 21,611 $ 13,393 $ 61,706 $ 67,577
======== ======== ======== ========
Net income per equivalent limited
partnership unit $ 1.09 $ .95 $ 4.51 $ 4.98
======== ======== ======== ========
F-13