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. 0-18367
American Income Partners IV-D Limited
Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-3036130
(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 PARTNERS IV-D 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 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-13
PART II. OTHER INFORMATION:
Items 1 - 6 14
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME PARTNERS IV-D 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 $ 2,048,520 $ 2,441,119
Rents receivable, net of allowance
for doubtful accounts of $75,000 95,613 292,398
Accounts receivable - affiliate 300,929 259,822
Equipment at cost, net of accumulated depreciation of
$12,050,551 and $12,866,900 at September 30, 1995
and December 31, 1994, respectively 6,265,615 7,339,872
--------------- ---------------
Total assets $ 8,710,677 $ 10,333,211
============== =============
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 2,315,157 $ 2,997,584
Accrued interest 42,567 40,810
Accrued liabilities 13,750 15,500
Accrued liabilities - affiliate -- 4,459
Deferred rental income 11,255 12,621
Cash distributions payable to partners 685,569 685,569
--------------- ---------------
Total liabilities 3,068,298 3,756,543
--------------- ---------------
Partners' capital (deficit):
General Partners (182,222) (172,879)
Limited Partnership Interests
(1,085,941 Units; initial purchase price of $25 each) 5,824,601 6,749,547
--------------- ---------------
Total partners' capital 5,642,379 6,576,668
--------------- ---------------
Total liabilities and partners' capital $ 8,710,677 $ 10,333,211
============== =============
AMERICAN INCOME PARTNERS IV-D 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 $ 644,261 $ 816,544 $ 2,060,316 $ 3,028,058
Interest income 29,523 23,889 95,534 54,657
Gain on sale of equipment 1,083 641,304 390,869 680,544
--------------- --------------- --------------- ---------------
Total income 674,867 1,481,737 2,546,719 3,763,259
--------------- --------------- --------------- ---------------
Expenses:
Depreciation and amortization 306,617 646,632 1,002,632 2,549,759
Interest expense 69,243 49,918 215,416 179,338
Equipment management fees
- affiliate 32,213 40,827 103,016 151,403
Operating expenses - affiliate 20,931 42,836 103,237 82,066
--------------- --------------- --------------- ---------------
Total expenses 429,004 780,213 1,424,301 2,962,566
---------------- --------------- --------------- ---------------
Net income $ 245,863 $ 701,524 $ 1,122,418 $ 800,693
=============== =============== ============== ===============
Net income
per limited partnership unit $ 0.22 $ 0.64 $ 1.02 $ 0.73
================== ================== ================== ==================
Cash distributions declared
per limited partnership unit $ 0.63 $ 0.63 $ 1.88 $ 1.88
================== ================== ================== ==================
AMERICAN INCOME PARTNERS IV-D 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 $ 1,122,418 $ 800,693
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 1,002,632 2,549,759
Gain on sale of equipment (390,869) (680,544)
Changes in assets and liabilities Decrease (increase) in:
rents receivable 196,785 402,195
accounts receivable - affiliate (41,107) (196,583)
Increase (decrease) in:
accrued interest 1,757 2,735
accrued liabilities (1,750) 4,125
accrued liabilities - affiliate (4,459) 1,713
deferred rental income (1,366) (1,787)
--------------- ---------------
Net cash from operating activities 1,884,041 2,882,306
--------------- ---------------
Cash flows from investing activities:
Proceeds from equipment sales 462,494 1,100,756
--------------- ---------------
Net cash from investing activities 462,494 1,100,756
--------------- ---------------
Cash flows used in financing activities:
Principal payments - notes payable (682,427) (1,537,433)
Distributions paid (2,056,707) (2,056,707)
---------------- ---------------
Net cash used in financing activities (2,739,134) (3,594,140)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents (392,599) 388,922
Cash and cash equivalents at beginning of period 2,441,119 1,962,465
--------------- ---------------
Cash and cash equivalents at end of period $ 2,048,520 $ 2,351,387
============== ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 213,659 $ 176,603
=============== ===============
Supplemental disclosure of non-cash investing and financing activities:
In June 1994, the Partnership capitalized $592,500 of refurbishment costs
incurred to upgrade certain equipment, all of which was financed by a
third-party lender.
8
AMERICAN INCOME PARTNERS IV-D 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
At September 30, 1995, the Partnership had $2,045,000 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
$9,449,060 are due as follows:
For the year ending September 30, 1996 $ 2,081,011
1997 1,737,891
1998 1,683,003
1999 1,149,304
2000 658,318
Thereafter 2,139,533
Total $ 9,449,060
============
AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
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
Vessels 57-72 $ 6,412,930
Locomotives 21-120 4,787,949
Materials handling 3-60 2,784,244
Construction and mining 6-60 1,301,091
Computers and peripherals 18-60 1,004,073
Furniture and fixtures 12-96 718,910
Graphics, printing and display 24 390,511
Motor vehicles 12-60 360,547
Manufacturing 36-60 155,954
Communications 12-60 150,725
Tractors and heavy duty trucks 1-78 146,947
Photocopying 1-36 80,001
Research and test 30-78 22,284
---------------
Total equipment cost 18,316,166
Accumulated depreciation (12,050,551)
Equipment, net of accumulated depreciation $ 6,265,615
============
At September 30, 1995, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $11,200,873, representing
approximately 61% of total equipment cost.
The summary above includes equipment held for re-lease or sale with an
original cost and net book value of approximately $128,000 and $5,000,
respectively, at September 30, 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 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
-------------- ---------
Equipment management fees $ 103,016 $ 151,403
Administrative charges 15,750 9,000
Reimbursable operating expenses
due to third parties 87,487 73,066
------------- ---------------
Total $ 206,253 $ 233,469
=========== ===========
AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
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 $300,929 by AFG for such funds
and the interest thereon. These funds were remitted to the Partnership during
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 107,314 Units or 9.88% 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.
NOTE 6 - NOTES PAYABLE
Notes payable at September 30, 1995 consisted of installment notes of
$2,315,157 payable to banks and institutional lenders. All of the installment
notes are non-recourse, one note with an interest rate of 9.7%, two notes which
bear fluctuating interest rates based on the London Inter-Bank Offered Rate plus
a margin (7.34% at September 30, 1995) and an additional note with a fluctuating
interest rate tied to United States Treasury Bill yields plus a margin (8.45% at
September 30, 1995). The notes are collateralized by the equipment and
assignment of the related lease payments and will be fully amortized by
noncancellable rents.
The annual maturities of the installment notes payable are as follows:
For the year ending September 30, 1996 $ 720,909
1997 707,935
1998 682,696
1999 203,617
-------------
Total $ 2,315,157
===========
AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 7 - LEGAL PROCEEDINGS
On July 27, 1995, AFG, on behalf of the Partnership and other AFG
sponsored investment programs, filed an action in the Commonwealth of
Massachusetts Superior Court Department of the Trial Court in and for the County
of Suffolk, for damages and declaratory relief against a lessee of the
Partnership, National Steel Corporation ("National Steel"), under a certain
Master Lease Agreement ("MLA") for the lease of certain equipment. AFG is
seeking the reimbursement by National Steel of certain sales and/or use taxes
paid to the State of Illinois and other remedies provided by the MLA. On August
30, 1995, National Steel filed a Notice of Removal which removed the case to the
United States District Court, District of Massachusetts. On September 7, 1995,
National Steel filed its Answer to AFG's Complaint along with Affirmative
Defenses and Counterclaims, seeking declaratory relief and alleging breach of
contract, implied covenant of good faith and fair dealing and specific
performance. AFG filed its Answer to these counterclaims on September 29, 1995.
The case is currently in the initial phase of Discovery and it is not possible
to determine the ultimate outcome of this matter.
AMERICAN INCOME PARTNERS IV-D 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 1989.
Results of Operations
For the three and nine months ended September 30, 1995, the Partnership
recognized lease revenue of $644,261 and $2,060,316, respectively, compared to
$816,544 and $3,028,058 for the same periods in 1994. The decrease in lease
revenue from 1994 to 1995 was expected and resulted principally from primary
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 and nine months ended September 30, 1995 was
$29,523 and $95,534, respectively, compared to $23,889 and $54,657 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
increase in interest income from 1994 to 1995 resulted from the length of time
during which cash was available for investment and higher interest rates. 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.
AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
13
For the three months ended September 30, 1995, the Partnership sold
equipment having a net book value of $1,917 to existing lessees and third
parties. These sales resulted in a net gain, for financial statement purposes,
of $1,083 compared to a net gain in 1994 of $641,304 on equipment having a net
book value of $283,518.
For the nine months ended September 30, 1995, the Partnership sold
equipment having a net book value of $71,625 to existing lessees and third
parties. These sales resulted in a net gain, for financial statement purposes,
of $390,869 compared to a net gain in 1994 of $680,544 on equipment having a net
book value of $420,212.
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 and amortization expense for the three and nine months ended
September 30, 1995 was $306,617 and $1,002,632, respectively, compared to
$646,632 and $2,549,759 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 equipment 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 $69,243 and $215,416 or 10.8% and 10.5% of lease
revenue for the three and nine months ended September 30, 1995, respectively,
compared to $49,918 and $179,338 or 6.1% and 5.9% of lease revenue for the same
periods in 1994. The increase in interest expense from 1994 to 1995 resulted
principally from interest rate adjustments associated with variable-rate
financing pertaining to the Partnership's interest in locomotives. Interest
expense in the near term will continue to fluctuate due to such variable-rate
financing. Over time, interest expense will decline 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 3.3% and 5% of lease
revenue for the three and nine months ended September 30, 1995, respectively,
compared to 5.2% and 2.7% of lease revenue for the same periods in 1994. The
overall increase in operating expenses from 1994 to 1995 was due to an increase
in professional service costs and remarketing expenses and insurance premium
adjustments for aircraft previously 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 $1,884,041 and $2,882,306 in 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 $462,494 in equipment sale
proceeds compared to $1,100,756 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.
During 1994, the Partnership capitalized $592,500 of refurbishment costs
incurred to upgrade two cargo vessels leased by Kristian Gerhard Jebsen
Skipsrederi A/S ("KGJS") pursuant to the terms of an extended and renegotiated
contract with KGJS. The refurbishment costs were financed with a third-party
lender and shared between the Partnership and other affiliated partnerships in
proportion to their respective ownership interests in the vessels.
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 Partners and Recognized Owners 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 $2,056,707. In
accordance with the Amended and Restated Agreement and Certificate of Limited
Partnership, the Recognized Owners were allocated 99% of these distributions, or
$2,036,140, and the General Partners were allocated 1%, or $20,567. The third
quarter 1995 cash distribution was paid on October 13, 1995.
Cash distributions paid to the Recognized Owners 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 Partnership's future cash distributions will be adversely affected by
the 1991 bankruptcy of Midway Airlines, Inc. ("Midway"). Although this
bankruptcy had no immediate adverse effect on the Partnership's cash flow, as
the Partnership had almost fully leveraged its ownership interest in the
underlying aircraft leased to Midway, this event resulted in the Partnership's
loss of any future interest in the residual value of the aircraft. This
bankruptcy will have a material adverse effect on the ability of the Partnership
to achieve all of its originally intended economic benefits. However, the final
yield on capital will be dependent upon the collective performance results of
all the Partnership's equipment leases.
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 Managing 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.
15
AMERICAN INCOME PARTNERS IV-D LIMITED PARTNERSHIP
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 7 herein.
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 PARTNERS IV-D LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, a Massachusetts
corporation and the Managing General Partner of
the Registrant.
By:
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date:
15
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 PARTNERS IV-D LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, a Massachusetts
corporation and the Managing General Partner of
the Registrant.
By: /s/ Gary M. Romano
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date: November 13, 1995