UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30,
1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
For Quarter Ended September 30, 1995 Commission File No. 0-15622
American Income 6 Limited
- - ----------------------------------------------------------------------------------------------------------------
Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2928487
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
98 North Washington Street, Boston, MA 02114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617)
854-5800
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court 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 No
AMERICAN INCOME 6 LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at September 30, 1995 and December 31, 1994 3
Statement of Operations
for the three and nine months ended September 30, 1995 and 1994 4
Statement of Cash Flows
for the nine months ended September 30, 1995 and 1994 5
Notes to the Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION:
Items 1 - 6 13
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME 6 LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
September 30, 1995 and December 31, 1994
(Unaudited)
>
September 30, December 31,
1995 1994
ASSETS
Cash and cash equivalents $ 116,576 $ 476,848
Rents receivable, net of allowance
for doubtful accounts of $21,000 -- 935
Accounts receivable - affiliate 77,873 78,907
Equipment at cost, net of accumulated depreciation of
$9,611,013 and $9,167,539 at September 30, 1995
and December 31, 1994, respectively 2,566,028 3,299,316
---------- -----------------
Total assets $ 2,760,477 $ 3,856,006
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 75,528 $ 498,457498,457
Accrued interest 266 1,428
Accrued liabilities 13,827 15,500
Accrued liabilities - affiliate 1,393 4,835
Deferred rental income 86,296 177,118
Cash distributions payable to partners 114,621 267,445
-------- -----------------
Total liabilities 291,931 964,783
-------- -----------------
Partners' capital (deficit):
General Partner (107,951) (103,724)
Limited Partnership Interests
(60,519 Units; initial purchase price of $250 each) 2,576,497 2,994,947
---------- -----------------
Total partners' capital 2,468,546 2,891,223
---------- -----------------
Total liabilities and partners' capital $ 2,760,477 $ 3,856,006
============== ===============
AMERICAN INCOME 6 LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three and nine months ended September 30, 1995 and 1994
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
1995 1994 1995 1994
------------------ ------------------- ------------------- ------------
Income:
Lease revenue $ 346,909 $ 371,098 $ 1,041,693 $ 1,147,003
Interest income 3,175 7,436 13,464 19,816
Gain on sale of equipment -- 16,000 29,196 18,583
---------------- ----------------- ----------------- -----------------
Total income 350,084 394,534 1,084,353 1,185,402
---------------- ----------------- ----------------- -----------------
Expenses:
Depreciation 244,430 248,241 733,288 749,713
Interest expense 4,190 17,138 23,007 61,897
Interest expense - affiliate -- 1,214 -- 1,214
Equipment management fees
- affiliate 17,346 18,555 52,085 57,350
Operating expenses - affiliate 9,622 16,409 49,139 47,608
---------------- ----------------- ----------------- -----------------
Total expenses 275,588 301,557 857,519 917,782
---------------- ------------------ ----------------- -----------------
Net income $ 74,496 $ 92,977 $ 226,834 $ 267,620
================ ================== ================= =================
Net income
per limited partnership unit $ 1.22 $ 1.52 $ 3.71 $ 4.38
================== ==================== ==================== ====================
Cash distributions declared
per limited partnership unit $ 1.88 $ 4.37 $ 10.63 $ 13.12
================== ==================== =================== ===================
AMERICAN INCOME 6 LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the nine months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
------------------ -----------
Cash flows from (used in) operating activities:
Net income $ 226,834 $ 267,620
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 733,288 749,713
Gain on sale of equipment (29,196) (18,583)
Changes in assets and liabilities Decrease in:
rents receivable 935 66,393
accounts receivable - affiliate 1,034 90,040
Increase (decrease) in:
accrued interest (1,162) (28,613)
accrued liabilities (1,673) 10,477
accrued liabilities - affiliate (3,442) 6,515
deferred rental income (90,822) 32,198
---------------- ----------------
Net cash from operating activities 835,796 1,175,760
---------------- ----------------
Cash flows from investing activities:
Proceeds from equipment sales 29,196 144,337
---------------- ----------------
Net cash from investing activities 29,196 144,337
---------------- ----------------
Cash flows used in financing activities:
Principal payments - notes payable (422,929) (656,569)
Distributions paid (802,335) (802,335)
---------------- ----------------
Net cash used in financing activities (1,225,264) (1,458,904)
---------------- ----------------
Net decrease in cash and cash equivalents (360,272) (138,807)
Cash and cash equivalents at beginning of period 476,848 775,856
---------------- ----------------
Cash and cash equivalents at end of period $ 116,576 $ 637,049
=============== ================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 24,169 $ 90,510
================ ================
14
AMERICAN INCOME 6 LIMITED PARTNERSHIP
Notes to the Financial Statements
September 30, 1995
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited. As such, these financial statements do not include
all information and footnote disclosures required under generally accepted
accounting principles for complete financial statements and, accordingly, the
accompanying financial statements should be read in conjunction with the
footnotes presented in the 1994 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1994 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at September 30, 1995 and December 31, 1994 and results of operations
for the three and nine month periods ended September 30, 1995 and 1994 have been
made and are reflected.
NOTE 2 - CASH
The Partnership invests excess cash with large institutional banks in
reverse repurchase agreements with overnight maturities. The reverse repurchase
agreements are secured by U.S. Treasury Bills or interests in U.S. Government
securities.
NOTE 3 - REVENUE RECOGNITION
Rents are payable to the Partnership monthly, quarterly or semi-annually
and no significant amounts are calculated on factors other than the passage of
time. The leases are accounted for as operating leases and are noncancellable.
Rents received prior to their due dates are deferred. Future minimum rents of
$1,274,959 are due in the year ending September 30, 1996.
NOTE 4 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at
September 30, 1995. In the opinion of American Finance Group ("AFG"), the
carrying value of the equipment does not exceed its fair market value.
Lease Term Equipment
Equipment Type (Months) at Cost
Aircraft 6-60 $ 7,147,830
Flight simulators 48 4,923,250
Materials handling 12-60 61,628
Tractors & heavy duty trucks 24-60 44,333
---------------
Total equipment cost 12,177,041
Accumulated depreciation (9,611,013)
Equipment, net of accumulated depreciation $ 2,566,028
============
AMERICAN INCOME 6 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
At September 30, 1995, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $12,071,080, representing
approximately 99% of total equipment cost.
At September 30, 1995, the Partnership was not holding any equipment not
subject to a lease and no equipment was held for sale or re-lease.
NOTE 5 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership are paid by AFG on
behalf of the Partnership and AFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during each of the nine month
periods ended September 30, 1995 and 1994, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
1995 1994
--------------- ---------
Interest expense - affiliate -- $ 1,214
Equipment management fees $ 52,085 57,350
Administrative charges 10,035 9,000
Reimbursable operating expenses
due to third parties 39,104 38,608
-------------- --------------
Total $ 101,224 $ 106,172
============= =============
All rents and proceeds from the sale of equipment are paid directly to
either AFG or to a lender. AFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At September 30, 1995, the Partnership was owed $77,873 by AFG for such funds
and the interest thereon. These funds were remitted to the Partnership in
October 1995.
On August 18, 1995, Atlantic Acquisition Limited Partnership ("AALP"), a
newly formed Massachusetts limited partnership owned and controlled by certain
principals of AFG, issued a voluntary Offer to Purchase for Cash (the "Offer")
up to approximately 45% of the outstanding units of limited partner interest in
this Partnership and 20 affiliated partnerships sponsored and managed by AFG.
Coincident to the Offer, a Tender Offer Statement pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934 (the "Exchange Act") was filed with the
Securities and Exchange Commission. Also, on August 18, 1995, the General
Partner filed a Solicitation/ Recommendation Statement (Schedule 14D-9) pursuant
to Section 14(d)(4) of the Exchange Act. The Offer was amended and supplemented
in order to provide additional disclosure to unitholders; increase the offer
price; reduce the number of units sought to approximately 35% of the outstanding
units; and extend the expiration date of the Offer to October 20, 1995. Certain
legal actions were initiated by interested persons against AALP and each of the
general partners (4 in total) of the 21 affected programs, and various other
affiliates and related parties. One action, representing a class action on
behalf of the unitholders (limited partners), sought to enjoin the Offer and
obtain unspecified monetary damages. A settlement of this litigation was
proposed and was preliminarily approved by the United States District Court for
the District of Massachusetts (the "Court") on September 27, 1995. A final
settlement hearing is scheduled on November 15, 1995. A second class action,
brought in the Superior Court of the Commonwealth of Massachusetts, seeks to
enjoin the Offer, obtain unspecified monetary damages, and intervene in the
first class action. The plaintiffs have filed objections to the proposed
settlement of the first action. At this date, these objections have not been
acted upon by the Superior Court. As of the Offer expiration date, the limited
partners of the Partnership had tendered approximately 7,691 Units or 12.71% of
the total outstanding Units of the Partnership to AALP. Notwithstanding the
foregoing, the operations of the Partnership are not expected to be adversely
affected by the proceedings or proposed settlements.
AMERICAN INCOME 6 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 6 - NOTES PAYABLE
Notes payable at September 30, 1995 consisted of an installment note of
$75,528 payable to a bank. The installment note is non-recourse, with an
interest rate of 6.35% and is collateralized by the equipment and assignment of
the related lease payments. The installment note will be fully amortized by
noncancellable rents during the year ending September 30, 1996.
AMERICAN INCOME 6 LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Three and nine months ended September 30, 1995 compared to the three and nine
months ended September 30, 1994:
Overview
As an equipment leasing partnership, the Partnership was organized to
acquire a diversified portfolio of capital equipment subject to lease agreements
with third parties. The Partnership was designed to progress through three
principal phases: acquisitions, operations, and liquidation. During the
operations phase, a period of approximately six years, all equipment in the
Partnership's portfolio will progress through various stages. Initially, all
equipment will generate rental revenues under primary term lease agreements.
During the life of the Partnership, these agreements will expire on an
intermittent basis and equipment held pursuant to the related leases will be
renewed, re-leased or sold, depending on prevailing market conditions and the
assessment of such conditions by AFG to obtain the most advantageous economic
benefit. Over time, a greater portion of the Partnership's original equipment
portfolio will become available for remarketing and cash generated from
operations and from sales or refinancings will begin to fluctuate. Ultimately,
all equipment will be sold and the Partnership will be dissolved. The
Partnership's operations commenced in 1986.
Results of Operations
For the three and nine months ended September 30, 1995, the Partnership
recognized lease revenue of $346,909 and $1,041,693, respectively, compared to
$371,098 and $1,147,003 for the same periods in 1994. The decrease in lease
revenue between 1994 and 1995 was expected and resulted principally from lease
term expirations and the sale of equipment.
The Partnership's equipment portfolio includes assets in which the
Partnership holds a proportionate ownership interest. In such cases, the
remaining interests are owned by AFG or an affiliated equipment leasing program
sponsored by AFG. Proportionate equipment ownership enables the Partnership to
further diversify its equipment portfolio by participating in the ownership of
selected assets, thereby reducing the general levels of risk which could result
from a concentration in any single equipment type, industry or lessee. The
Partnership and each affiliate individually report, in proportion to their
respective ownership interests, their respective shares of assets, liabilities,
revenues, and expenses associated with the equipment.
Interest income for the three and nine months ended September 30, 1995 was
$3,175 and $13,464, respectively, compared to $7,436 and $19,816 for the same
periods in 1994. Interest income is generated from temporary investment of
rental receipts and equipment sale proceeds in short-term instruments. The
decrease in interest income from 1994 to 1995 was attributable to a lower
availability of cash used for investment prior to distribution to the Partners.
The amount of future interest income is expected to fluctuate in relation to
prevailing interest rates and the collection of lease revenue and equipment sale
proceeds.
During the three months ended September 30, 1994, the Partnership sold
equipment which had been fully depreciated to existing lessees and third
parties. These sales resulted in a net gain, for financial statement purposes,
of $16,000.
There were no equipment sales during the three months ended September 30, 1995.
During the nine months ended September 30, 1995, the Partnership sold
equipment which had been fully depreciated to existing lessees and third
parties. These sales resulted in a net gain, for financial statement purposes,
of $29,196 compared to a net gain of $18,583 on equipment having a net book
value of $125,754 for the same period in 1994.
AMERICAN INCOME 6 LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
It cannot be determined whether future sales of equipment will result in a
net gain or a net loss to the Partnership, as such transactions will be
dependent upon the condition and type of equipment being sold and its
marketability at the time of sale. In addition, the amount of gain or loss
reported for financial statement purposes is partly a function of the amount of
accumulated depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including AFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. AFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Partnership and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership classifies
such residual rental payments as lease revenue. Consequently, the amount of gain
or loss reported in the financial statements is not necessarily indicative of
the total residual value the Partnership achieved from leasing the equipment.
Depreciation expense for the three and nine months ended September 30, 1995
was $244,430 and $733,288, respectively, compared to $248,241 and $749,713 for
the same periods in 1994. For financial reporting purposes, to the extent that
an asset is held on primary lease term, the Partnership depreciates the
difference between (i) the cost of the asset and (ii) the estimated residual
value of the asset on a straight-line basis over such term. For purposes of this
policy, estimated residual values represent estimates of equipment values at the
date of primary lease expiration. To the extent that an asset is held beyond its
primary lease term, the Partnership continues to depreciate the remaining net
book value of the asset on a straight-line basis over the asset's remaining
economic life.
Interest expense was $4,190 and $23,007 or 1.2% and 2.2% of lease revenue
for the three and nine months ended September 30, 1995, respectively, compared
to $18,352 and $63,111 or 4.9% and 5.5% of lease revenue for the same periods in
1994. Interest expense in future periods will continue to decline in amount and
as a percentage of lease revenue as the principal balance of notes payable is
reduced through the application of rent receipts to outstanding debt.
Management fees were 5% of lease revenue during each of the periods
ended September 30, 1995 and 1994 and will not change as a percentage of lease
revenue in future periods.
Operating expenses consist principally of administrative charges,
professional service costs, such as audit and legal fees, as well as printing,
distribution and remarketing expenses. In certain cases, equipment storage or
repairs and maintenance costs may be incurred in connection with equipment being
remarketed. Collectively, operating expenses represented 2.8% and 4.7% of lease
revenue for the three and nine months ended September 30, 1995, respectively,
compared to 4.4% and 4.2% of lease revenue for the same periods in 1994. The
amount of future operating expenses cannot be predicted with certainty; however,
such expenses are usually higher during the acquisition and liquidation phases
of a partnership. Other fluctuations typically occur in relation to the volume
and timing of remarketing activities.
Liquidity and Capital Resources and Discussion of Cash Flows
The Partnership by its nature is a limited life entity which was
established for specific purposes described in the preceding "Overview". As an
equipment leasing program, the Partnership's principal operating activities
derive from asset rental transactions. Accordingly, the Partnership's principal
source of cash from operations is provided by the collection of periodic rents.
These cash inflows are used to satisfy debt service obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $835,796 and $1,175,760 for the nine
months ended September 30, 1995 and 1994, respectively. Future renewal, re-lease
and equipment sale activities will cause a gradual decline in the Partnership's
lease revenues and corresponding sources of operating cash. Overall, expenses
associated with rental activities, such as management fees, and net cash flow
from operating activities will decline as the Partnership experiences a higher
frequency of remarketing events.
Ultimately, the Partnership will dispose of all assets under lease. This
will occur principally through sale transactions whereby each asset will be sold
to the existing lessee or to a third party. Generally, this will occur upon
expiration of each asset's primary or renewal/re-lease term. In certain
instances, casualty or early termination events may result in the disposal of an
asset. Such circumstances are infrequent and usually result in the collection of
stipulated cash settlements pursuant to terms and conditions contained in the
underlying lease agreements.
Cash realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the nine months
ended September 30, 1995, the Partnership realized $29,196 in equipment sale
proceeds compared to $144,337 for the same period in 1994. Future inflows of
cash from asset disposals will vary in timing and amount and will be influenced
by many factors including, but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market conditions.
The Partnership obtained long-term financing in connection with certain
equipment leases. The repayments of principal related to such indebtedness are
reported as a component of financing activities. Each note payable is recourse
only to the specific equipment financed and to the minimum rental payments
contracted to be received during the debt amortization period (which period
generally coincides with the lease rental term). As rental payments are
collected, a portion or all of the rental payment is used to repay the
associated indebtedness. In future periods, the amount of cash used to repay
debt obligations will decline as the principal balance of notes payable is
reduced through the collection and application of rents.
Cash distributions to the General and Limited Partners are declared and
generally paid within fifteen days following the end of each calendar quarter.
The payment of such distributions is presented as a component of financing
activities. For the nine months ended September 30, 1995, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $649,511. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Limited Partners were allocated 99% of these distributions, or $643,016, and the
General Partner was allocated 1%, or $6,495. The third quarter 1995 cash
distribution was paid on October 13, 1995.
Cash distributions paid to the Limited Partners consist of both a return of
and a return on capital. To the extent that cash distributions consist of Cash
From Sales or Refinancings, substantially all of such cash distributions should
be viewed as a return of capital. Cash distributions do not represent and are
not indicative of yield on investment. Actual yield on investment cannot be
determined with any certainty until conclusion of the Partnership and will be
dependent upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date. Future market conditions, technological changes, the ability
of AFG to manage and remarket the assets, and many other events and
circumstances, could enhance or detract from individual asset yields and the
collective performance of the Partnership's equipment portfolio.
The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly dependent upon the collection of contractual rents and the
outcome of residual activities. The General Partner anticipates that cash
proceeds resulting from these sources will satisfy the Partnership's future
expense obligations. However, the amount of cash available for distribution in
future periods will fluctuate. Equipment lease expirations and asset disposals
will cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
Accordingly, fluctuations in the level of quarterly cash distributions will
occur during the life of the Partnership.
AMERICAN INCOME 6 LIMITED PARTNERSHIP
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response: None
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote
of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6(a). Exhibits
Response: None
Item 6(b). Reports on Form 8-K
Response: None
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on behalf of the registrant and in the
capacity and on the date indicated.
AMERICAN INCOME 6 LIMITED PARTNERSHIP
By: AFG Leasing Associates II, a Massachusetts
general partnership and the General Partner of
the Registrant.
By: AFG Leasing Incorporated, a Massachusetts
corporation and general partner in such general
partnership.
By:
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date:
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME 6 LIMITED PARTNERSHIP
By: AFG Leasing Associates II, a Massachusetts
general partnership and the General Partner of
the Registrant.
By: AFG Leasing Incorporated, a Massachusetts
corporation and general partner in such general
partnership.
By: /s/ Gary M. Romano
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date: November 13, 1995