UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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 March 31, 1995 Commission File No. 0-16499
American Income 8 Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2947857
(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
Exchange Place, 14th Floor, Boston, MA 02109
(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 8 LIMITED PARTNERSHIP
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION: Page
Item 1. Financial Statements
Statement of Financial Position
at March 31, 1995 and December 31, 1994 3
Statement of Operations
for the three months ended March 31, 1995 and 1994 4
Statement of Cash Flows
for the three months ended March 31, 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
[CAPTION]
AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
at March 31, 1995 and December 31, 1994
(Unaudited)
March 31, December 31,
1995 1994
ASSETS
Cash and cash equivalents $ 703,541 $ 712,472
Rents receivable, net of allowance
for doubtful accounts of $62,000 980 801
Accounts receivable - affiliate 137,979 113,192
Equipment at cost, net of accumulated
depreciation of $8,857,468 and
$9,252,967 at March 31, 1995 and
December 31, 1994, respectively 5,596,982 5,769,421
Total assets $ 6,439,482 $ 6,595,886
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 528,560 $ 549,253
Accrued interest 1,640 1,192
Accrued liabilities 10,000 15,500
Accrued liabilities - affiliate 2,124 2,533
Deferred rental income 26,199 40,298
Cash distributions payable to partners 283,530 283,530
Total liabilities 852,053 892,306
Partners' capital (deficit):
General Partner (108,490) (107,329)
Limited Partnership Interests
(74,852 Units; initial purchase
price of $250 each) 5,695,919 5,810,909
Total partners' capital 5,587,429 5,703,580
Total liabilities and partners' capital $ 6,439,482 $ 6,595,886
[CAPTION]
AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three months ended March 31, 1995 and 1994
(Unaudited)
1995 1994
Income:
Lease revenue $ 362,024 $ 382,983
Interest income 9,456 8,304
Gain on sale of equipment 30,000 16,645
Total income 401,480 407,932
Expenses:
Depreciation 172,439 201,407
Interest expense 12,917 20,834
Equipment management fees - affiliate 18,101 19,149
Operating expenses - affiliate 30,644 24,461
Total expenses 234,101 265,851
Net income $ 167,379 $ 142,081
Net income
per limited partnership unit $ 2.21 $ 1.88
Cash distribution declared
per limited partnership unit $ 3.75 $ 6.25
[CAPTION]
AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the three months ended March 31, 1995 and 1994
(Unaudited)
1995 1994
Cash flows from (used in) operating activities:
Net income $ 167,379 $ 142,081
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation 172,439 201,407
Gain on sale of equipment (30,000) (16,645)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable (179) 52,718
accounts receivable - affiliate (24,787) 60,927
Increase (decrease) in:
accrued interest 448 (3,178)
accrued liabilities (5,500) 1,245
accrued liabilities - affiliate (409) (7,123)
deferred rental income (14,099) 14,231
Net cash from operating activities 265,292 445,663
Cash flows from investing activities:
Proceeds from equipment sales 30,000 17,150
Net cash from investing activities 30,000 17,150
Cash flows used in financing activities:
Principal payments - notes payable (20,693) (51,901)
Distributions paid (283,530) (472,551)
Net cash used in financing activities (304,223) (524,452)
Net decrease in cash and cash equivalents (8,931) (61,639)
Cash and cash equivalents at beginning of period 712,472 1,555,501
Cash and cash equivalents at end of period $ 703,541 $ 1,493,862
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 12,469 $ 24,012
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
March 31, 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 March 31, 1995 and December 31, 1994 and results of operations for
the three month periods ended March 31, 1995 and 1994 have been made and are
reflected.
NOTE 2 - CASH
At March 31, 1995, the Partnership had $700,000 invested in reverse
repurchase agreements 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
$2,188,592 are due as follows:
For the year ending March 31, 1996 $1,368,661
1997 653,540
1998 150,791
1999 11,700
2000 3,900
Total $2,188,592
NOTE 4 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at
March 31, 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 36-60 $ 9,414,459
Retail store fixtures 1-60 1,349,684
Flight simulators 48 802,831
Medical 10-60 691,070
Motor vehicles 12-72 679,830
Communications 30-36 597,223
Materials handling 1-60 341,766
Construction and mining 12 314,762
Trailers and intermodal containers 48-60 136,695
Photocopying 1-36 104,489
Computers and peripherals 1-60 21,641
Total equipment cost 14,454,450
Accumulated depreciation (8,857,468)
Equipment, net of accumulated depreciation $ 5,596,982
At March 31, 1995, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $11,430,309, representing approximately
79% of total equipment cost.
The summary above includes equipment held for re-lease or sale which was
fully depreciated and had an original cost of approximately $70,000 at
March 31, 1995.
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 three month
periods ended March 31, 1995 and 1994, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
1995 1994
Equipment management fees $ 18,101 $ 19,149
Administrative charges 3,000 3,000
Reimbursable operating expenses
due to third parties 27,644 21,461
Total $ 48,745 $ 43,610
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 March 31, 1995, the Partnership was owed $137,979 by AFG for such funds and
the interest thereon. These funds were remitted to the Partnership in
April 1995.
NOTE 6 - NOTES PAYABLE
Notes payable at March 31, 1995 consisted of $528,560 of installment notes
payable to banks and institutional lenders. All of the installment notes are
non-recourse, with interest rates ranging between 6.25% and 8.05%, except one
note which bears a fluctuating interest rate equal to the prime rate of interest
plus 1% (10% at March 31, 1995). The installment notes are collateralized by
the equipment and assignment of the related lease payments and certain
remarketing proceeds. The installment notes will be fully amortized by
noncancellable rents in the year ending March 31, 1996.
AMERICAN INCOME 8 LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Three months ended March 31, 1995 compared to the three months ended
March 31, 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 1987.
Results of Operations
For the three months ended March 31, 1995, the Partnership recognized lease
revenue of $362,024 compared to $382,983 for the same period in 1994. The
decrease in lease revenue from 1994 to 1995 was expected and resulted from
primary and renewal lease term expirations and the sale of equipment.
The Partnership's equipment portfolio includes certain 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 months ended March 31, 1995 was $9,456
compared to $8,304 for the same period in 1994. Interest income is generated
from temporary investment of rental receipts and equipment sale proceeds in
short-term instruments. The increase in interest income from 1994 to 1995 is
principally attributable to an increase in interest rates. The amount of future
interest income is expected to fluctuate in relation to prevailing interest
rates, the collection of lease revenue, and the proceeds from equipment sales.
During the three months ended March 31, 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 $30,000, compared to a net gain of $16,645 on equipment having a net book
value of $505 for the same period in 1994.
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 was $172,439 and $201,407 for the three months ended
March 31, 1995 and 1994, respectively. For financial reporting purposes, to the
extent that an asset is held on primary lease term, the Partnership depreciates
the difference between (i) the cost of the asset and (ii) the estimated residual
value of the asset on a straight-line basis over such term. For purposes of
this policy, estimated residual values represent estimates of equipment values
at the date of primary lease expiration. To the extent that an asset is held
beyond its primary lease term, the Partnership continues to depreciate the
remaining net book value of the asset on a straight-line basis over the asset's
remaining economic life.
Interest expense was $12,917 or 3.6% of lease revenue during the three
months ended March 31, 1995 compared to $20,834 or 5.4% of lease revenue for the
same period 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 three month
periods ended March 31, 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 8.5% and 6.4% of lease
revenue for the three months ended March 31, 1995 and 1994, respectively. The
increase in operating expenses from 1994 to 1995 was due to an increase in
professional service costs and insurance premium adjustments for aircraft owned
by the Partnership. 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 $265,292 and $445,663 for the three
months ended March 31, 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 three months
ended March 31, 1995, the Partnership realized $30,000 in equipment sale
proceeds compared to $17,150 during 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 continue to 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 three months ended March 31, 1995, the Partnership declared
total cash distributions of Distributable Cash From Operations and Distributable
Cash From Sales and Refinancings of $283,530. In accordance with the Amended
and Restated Agreement and Certificate of Limited Partnership, the Limited
Partners were allocated 99% of these distributions, or $280,695, and the General
Partner was allocated 1%, or $2,835. The first quarter 1995 cash distribution
was paid on April 14, 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 8 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 8 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: May 18, 1995