AMERICAN INCOME PARTNERS IV
American Income Partners IV-C Limited Partnership
Annual Report to the Partners, December 31, 1996
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
INDEX TO ANNUAL REPORT TO THE PARTNERS
PAGE
SELECTED FINANCIAL DATA 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 3-5
FINANCIAL STATEMENTS:
Report of Independent Auditors 6
Statement of Financial Position at December 31, 1995 7
Statement of Changes in Net Assets in Liquidation for the
Period October 1, 1996 to December 31, 1996 8
Statement of Operations for the Period January 1, 1996 to
September 30, 1996 and for the Years Ended December 31, 1995
and 1994 9
Statement of Changes in Partners' Capital for the Period
January 1, 1996 to September 30, 1996 and for the Years Ended
December 31, 1995 and 1994 10
Statement of Cash Flows for the Period January 1, 1996 to
September 30, 1996 and for the Years Ended December 31, 1995
and 1994 11
Notes to the Financial Statements 12-21
ADDITIONAL FINANCIAL INFORMATION:
Schedule of Excess (Deficiency) of Total Cash Generated to
Cost of Equipment Disposed 23
Statement of Cash and Distributable Cash from Operations,
Sales and Refinancings 24
Schedule of Costs Reimbursed to the Managing General Partner
and its Affiliates as Required by Section 10.4 of the Amended
and Restated Agreement and Certificate of Limited Partnership 25
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
SELECTED FINANCIAL DATA
The following data should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations and the financial
statements. The discussion of the 1996 results, presented below, incorporates
the nine month operating period ended September 30, 1996 and the three month
liquidation period ended December 31, 1996.
For each of the five years in the period ended December 31, 1996:
SUMMARY OF OPERATIONS 1996 1995 1994 1993 1992
Lease revenue $ 1,874,442 $ 2,904,024 $ 4,358,141 $ 6,485,361 $ 7,205,600
Net income (loss) before
extraordinary item $ 1,248,452 $ 2,298,781 $ 1,944,052 $ (820,136) $ (772,481)
Extraordinary item -- -- -- 1,043,626 --
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 1,248,452 $ 2,298,781 $ 1,944,052 $ 223,490 $ (772,481)
Per Unit:
Net income (loss) before
extraordinary item $ 0.97 $ 1.79 $ 1.51 $ (0.64) $ (0.60)
Extraordinary item -- -- -- 0.81 --
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 0.97 $ 1.79 $ 1.51 $ 0.17 $ (0.60)
Cash distributions $ 6.37 $ 2.50 $ 2.25 $ 2.75 $ 3.50
FINANCIAL POSITION
Total assets -- $ 9,122,891 $10,525,937 $12,624,046 $20,617,148
Total long-term obligations -- $ 387,188 $ 877,494 $ 1,877,173 $ 6,449,681
Partners' capital -- $ 7,881,508 $ 8,791,368 $ 9,735,092 $13,041,106
2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996 COMPARED TO THE YEAR
ENDED DECEMBER 31, 1995 AND THE YEAR ENDED DECEMBER 31, 1995
COMPARED TO THE YEAR ENDED DECEMBER 31, 1994
Results of Operations and Liquidity and Capital Resources
American Income Partners IV-C Limited Partnership (the Partnership) was
established in 1989 as a direct-participation equipment leasing program. The
Partnership's principal purpose was (i) to acquire and lease a diversified
portfolio of capital equipment to third-party lessees and (ii) to distribute the
net cash flow realized from the Partnership's business operations to its
Partners. The Partnership was capitalized with equity contributions of
$31,765,550 from its Recognized Owners and $1,000 from its Managing General
Partner. Following its inception, the Partnership acquired a diversified pool of
capital equipment at an aggregate cost of $50,146,438, a significant portion of
which was financed by third-party banks or other institutional lenders. On
September 30, 1996, the Partnership sold substantially all of its assets and
thereafter wound up its operations. The Partnership was dissolved on December
31, 1996.
Organized as a limited-life entity, the Partnership was anticipated to be
dissolved within approximately seven years of its formation. A significant
portion of the Partnership's equipment assets, representing 63% of its original
equipment portfolio, was sold in the ordinary course of business prior to
September 30, 1996. On September 30, 1996, the remainder of the Partnership's
equipment portfolio was sold to RSL Finance Limited Partnership II (the Buyer).
Accordingly, the financial statements accompanying this discussion were prepared
using the liquidation basis of accounting for the period October 1, 1996 through
December 31, 1996. The Statement of Changes in Net Assets in Liquidation
reflects the liquidation of assets during that period.
A comparison of current and prior years' financial results is not presented
because it is not considered meaningful due the dissolution of the Partnership
and the liquidation of its assets.
Prior to its dissolution, the Partnership's principal sources of revenue
consisted of rental income from equipment leases and sales proceeds generated
from the disposition of its equipment assets. Rental income was used first to
extinguish indebtedness and second to pay the Partnership's management fees and
operating expenses. Net cash flow from all sources, after satisfaction of debt
service, management fees and operating expenses, was used to pay cash
distributions to the Partners. Over its lifetime, the Partnership paid aggregate
cash distributions of $32,885,361. In accordance with the Partnership's Amended
and Restated Agreement and Certificate of Limited Partnership, the Partnership's
Recognized Owners were paid 99% of such cash distributions, or $32,556,507
($25.62 per unit) and the General Partners were paid 1% of such distributions,
or $328,854. At December 31, 1996, the Partnership had a contingency reserve
balance of $954,344. These funds will be used to satisfy any expenses of the
Partnership which may arise after its dissolution date. To the extent that these
funds are not utilized for such purposes, they will be paid to the Partners
according to their respective allocation percentages, 99%, or $944,801,
representing $0.74 per unit, to the Recognized Owners and 1%, or $9,543, to the
General Partners.
3
During the second quarter of 1996, the Partnership engaged an investment adviser
to solicit potential buyers for the Partnership's remaining equipment assets and
associated lease contracts. The remarketing effort was undertaken jointly by 15
individual equipment leasing programs, consisting of the Partnership and 14
affiliated partnerships (the Other Affected Partnerships). Thirteen of the
programs, including the Partnership, sold all of their equipment assets (the
Liquidated Programs); and two programs sold only their proportionate ownership
interests in certain assets owned jointly with one or more of the Liquidated
Programs (collectively, the Sale Assets). Substantially all of the Partnership's
equipment assets of material value represented partial ownership interests
whereby the Partnership owned less than a 100% interest in the equipment it
sold. The remaining interests in such assets were owned by one or more of the
Other Affected Partnerships.
On September 30, 1996, the Partnership and each of the Other Affected
Partnerships executed individual purchase and sale agreements with the Buyer for
all of the Sale Assets, except for one McDonnell Douglas MD-82 aircraft leased
to Northwest Airlines, Inc. (the NWA Aircraft), hereafter the Sales Assets, as
Revised. The NWA Aircraft, in which the Partnership owned a proportionate
interest of 20%, was purchased by the lessee pursuant to a separate negotiation.
The Partnership realized $3,419,744 of net sale proceeds for the Sale Assets, as
Revised and $2,608,000 for the NWA Aircraft. The latter included early
termination rental payments of $325,000 from the lessee. At the date of sale,
the Sale Assets, as Revised and the NWA Aircraft had net book values of
$3,325,394 and $2,671,611, respectively. In aggregate, the Partnership and the
Other Affected Partnerships realized, prior to transaction costs, $32,997,000
for all of the Sale Assets, as Revised and $13,200,000 for the NWA Aircraft. Net
proceeds from the NWA Aircraft were allocated to the owners of the NWA Aircraft
according to their respective percentage ownership interests. Net proceeds from
the Sale Assets, as Revised were allocated to the Partnership and to each of the
Other Affected Partnerships based upon an apportionment of the sales price among
all equipment comprising the Sale Assets, as Revised according to each asset's
estimated re-sale value, as determined by an independent appraiser. For
financial reporting purposes, the Partnership recognized a net loss of $294,261
in connection with both sale transactions. In addition, the Partnership
recognized a net gain of $245,997 during the nine months ended September 30,
1996 from the sale of other equipment which had a net book value of $12,781 for
financial reporting purposes at the date of sale.
For the year ended December 31, 1996, the Partnership recognized lease revenue
of $1,874,442. In addition, the Partnership earned interest income from
temporary cash investments. Operating expenses consisted principally of
administrative charges, professional service costs, such as legal and accounting
fees, as well as printing, distribution, and remarketing expenses, including
equipment storage and repairs and maintenance costs. Operating costs for 1996
include all identified costs anticipated to be incurred in connection with the
Partnership's wind-up and dissolution.
On October 10, 1996, the Managing General Partner entered into a Cross
Partnership Agreement (the Agreement) with the general partners of certain of
the Other Affected Partnerships participating in the sales transactions
described above. Pursuant to the Agreement, the Partnership and each of the
other partnerships agreed to set aside a contingency reserve for future
liabilities. The Agreement provides that obligations of any individual
partnership which are not associated with the sales transactions will directly
reduce that partnership's reserve balance, whereas costs pertaining to the sales
transactions will be allocated against the reserve balances of the Partnership
and each of the other partnerships on a proportionate basis. If the reserve
balance of the Partnership is depleted to zero, the reserve balances contributed
by the other partnerships will be debited on a proportionate basis to cover the
deficit. If the reserve balances of any one of the other partnerships is
depleted to zero, the reserve balance of the Partnership and any other
partnerships having a
4
positive reserve balance shall be debited on a proportionate basis to cover the
deficit. Upon termination of the Agreement, any remaining monies will be
distributed to the partners of those partnerships with positive reserve
balances. At December 31, 1996, the Partnership had a contingency reserve
balance of $954,344. To the extent that this contingency reserve is not
necessary to satisfy any unforeseen liabilities of the Partnership, it will be
remitted to the Partners.
The dissolution of the Partnership was recorded at the Office of the Secretary
of State of the Commonwealth of Massachusetts on December 31, 1996. The
Partnership's business operations were concluded on that date. Immediately
following the filing of the Partnership's 1996 Form 10-K, the Managing General
Partner of the Partnership will file Form 15, Certification and Notice of
Termination of Registration under Section 12(g) of the Securities Exchange Act
of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the
Securities Exchange Act of 1934, with the United States Securities and Exchange
Commission.
5
REPORT OF INDEPENDENT AUDITORS
To the Partners of American Income Partners IV-C Limited Partnership:
We have audited the accompanying statement of financial position of American
Income Partners IV-C Limited Partnership as of December 31, 1995, and the
related statements of operations, changes in partners' capital and cash flows
for each of the two years ended December 31, 1995 and for the period from
January 1, 1996 to September 30, 1996. In addition, we have audited the
statement of changes in net assets in liquidation for the period from October 1,
1996 to December 31, 1996. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, the Managing General Partner
of American Income Partners IV-C Limited Partnership approved a plan of
liquidation on September 30, 1996, and the Partnership commenced liquidation
shortly thereafter. As a result, the Partnership has changed its basis of
accounting for periods subsequent to September 30, 1996 from the going-concern
basis to a liquidation basis. The liquidation was completed and the Partnership
was dissolved on December 31, 1996.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Income Partners IV-C
Limited Partnership as of December 31, 1995, the results of its operations and
its cash flows for each of the two years ended December 31, 1995, and for the
period from January 1, 1996 to September 30, 1996, and the changes in its net
assets in liquidation for the period from October 1, 1996 to December 31, 1996,
in conformity with generally accepted accounting principles applied on the bases
described in the preceding paragraph.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Additional Financial Information
identified in the Index to Annual Report to the Partners is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ERNST & YOUNG LLP
Boston, Massachusetts
March 7, 1997
6
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 1995
ASSETS
ASSETS:
Cash and cash equivalents $ 2,063,872
Rents receivable, net of allowance
for doubtful accounts of $35,000 272,111
Accounts receivable--affiliate 377,124
Equipment at cost, net of accumulated
depreciation of $14,056,730 6,409,784
-----------
Total assets $ 9,122,891
===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Notes payable $ 387,188
Accrued interest 2,204
Accrued liabilities 20,000
Accrued liabilities--affiliate 18,360
Deferred rental income 11,471
Cash distributions payable to partners 802,160
-----------
Total liabilities 1,241,383
-----------
PARTNERS' CAPITAL (DEFICIT):
General Partners (200,479)
Limited Partnership Interests (1,270,622
Units, initial purchase price of $25 each) 8,081,987
-----------
Total partners' capital 7,881,508
-----------
Total liabilities and partners' capital $ 9,122,891
===========
The accompanying notes are an integral part of these financial statements.
7
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
FOR THE PERIOD OCTOBER 1, 1996 TO DECEMBER 31, 1996
INTEREST INCOME $ 18,451
OPERATING EXPENSES--AFFILIATE (17,806)
LIQUIDATING DISTRIBUTION (954,344)
---------
NET DECREASE IN NET ASSETS IN LIQUIDATION DURING THE PERIOD (953,699)
NET ASSETS IN LIQUIDATION, BEGINNING OF PERIOD 953,699
---------
NET ASSETS IN LIQUIDATION, END OF PERIOD $ --
=========
The accompanying notes are an integral part of these financial statements.
8
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1996 TO SEPTEMBER 30, 1996
AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
FOR THE PERIOD
JANUARY 1, 1996 FOR THE YEARS ENDED
TO SEPTEMBER 30, DECEMBER 31,
1996 1995 1994
INCOME:
Lease revenue $ 1,874,442 $ 2,904,024 $ 4,358,141
Interest income 88,177 124,607 79,857
Gain (loss) on sale of equipment (48,264) 497,463 446,426
----------- ----------- -----------
Total income 1,914,355 3,526,094 4,884,424
----------- ----------- -----------
EXPENSES:
Depreciation and amortization 399,998 930,054 2,537,203
Interest expense 17,344 44,687 104,607
Equipment management fees--affiliate 93,722 145,201 217,907
Operating expenses--affiliate 155,484 107,371 80,655
----------- ----------- -----------
Total expenses 666,548 1,227,313 2,940,372
----------- ----------- -----------
NET INCOME $ 1,247,807 $ 2,298,781 $ 1,944,052
=========== =========== ===========
NET INCOME PER LIMITED PARTNERSHIP UNIT $ 0.97 $ 1.79 $ 1.51
=========== =========== ===========
CASH DISTRIBUTIONS DECLARED PER
LIMITED PARTNERSHIP UNIT $ 6.37 $ 2.50 $ 2.25
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
9
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE PERIOD JANUARY 1, 1996 TO SEPTEMBER 30, 1996
AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
GENERAL
PARTNERS RECOGNIZED OWNERS
AMOUNT UNITS AMOUNT TOTAL
BALANCE, DECEMBER 31, 1993 $ (181,944) 1,270,622 $ 9,917,036 $ 9,735,092
Net income--1994 19,441 -- 1,924,611 1,944,052
Cash distributions declared (28,878) -- (2,858,898) (2,887,776)
----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1994 (191,381) 1,270,622 8,982,749 8,791,368
Net income--1995 22,988 -- 2,275,793 2,298,781
Cash distributions declared (32,086) -- (3,176,555) (3,208,641)
----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1995 (200,479) 1,270,622 8,081,987 7,881,508
Net income for the period January 1, 1996
to September 30, 1996 12,478 -- 1,235,329 1,247,807
Cash distributions declared (81,756) -- (8,093,860) (8,175,616)
----------- ----------- ----------- -----------
BALANCE, SEPTEMBER 30, 1996 $ (269,757) 1,270,622 $ 1,223,456 $ 953,699
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
10
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1996 TO SEPTEMBER 30, 1996
AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
FOR THE PERIOD
JANUARY 1, 1996 FOR THE YEARS ENDED
TO SEPTEMBER 30, DECEMBER 31,
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,247,807 $ 2,298,781 $ 1,944,052
Adjustments to reconcile net
income to cash from operating activities-
Depreciation and amortization 399,998 930,054 2,537,203
(Gain) loss on sale of equipment 48,264 (497,463) (446,426)
Decrease in allowance for doubtful accounts (25,000) -- --
Changes in assets and liabilities-
Decrease (increase) in-
Rents receivable 297,111 55,836 287,409
Due from Buyer (14,879) -- --
Accounts receivable--affiliate (260,232) (48,343) (28,037)
Increase (decrease) in-
Accrued interest (698) (13,937) (34,563)
Accrued liabilities 64,936 4,500 950
Accrued liabilities--affiliate 14,012 9,525 5,284
Deferred rental income (11,471) (2,968) (46,161)
----------- ----------- -----------
Net cash from operating activities 1,759,848 2,735,985 4,219,711
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from equipment sales 258,778 794,954 1,011,932
----------- ----------- -----------
Net cash from investing activities 258,778 794,954 1,011,932
----------- ----------- -----------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Principal payments--notes payable (121,901) (490,306) (1,664,179)
Distributions paid (2,406,480) (3,208,641) (2,967,992)
----------- ----------- -----------
Net cash used in financing activities (2,528,381) (3,698,947) (4,632,171)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (509,755) (168,008) 599,472
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,063,872 2,231,880 1,632,408
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,554,117 $ 2,063,872 $ 2,231,880
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 18,042 $ 58,624 $ 139,170
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
ACTIVITIES:
As discussed in Notes 1 and 4, the Partnership
entered into a sale transaction to dispose of
its equipment portfolio. This transaction was
closed on September 30, 1996. The Partnership
received net sales proceeds of $3,419,744, a
portion of which was subsequently used to repay
outstanding principal and interest of $265,287
and $1,506, respectively. The remainder,
$3,152,951, was deposited into an escrow
account and transferred to the Partnership on
October 3, 1996.
As discussed in Notes 1 and 4, the Partnership
entered into an additional sale transaction to
dispose of its interest in an aircraft leased
to Northwest Airlines, Inc. This transaction
was settled on September 30, 1996. The net
sales proceeds of $2,283,000 were deposited
into an escrow account and transferred to the
Partnership on October 3, 1996.
In 1994, the Partnership capitalized $664,500
of refurbishment costs incurred to upgrade
certain equipment, all of which was financed by
a third-party lender.
The accompanying notes are an integral part of these financial statements.
11
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(1) ORGANIZATION AND PARTNERSHIP MATTERS
Organization
The Partnership was organized as a limited partnership under the
Massachusetts Uniform Limited Partnership Act (the Uniform Act) on
December 29, 1988, for the purpose of acquiring and leasing to third
parties a diversified portfolio of capital equipment. Partners' capital
initially consisted of contributions of $1,000 from the Managing General
Partner (AFG Leasing IV Incorporated) and $100 from the Initial Limited
Partner (AFG Assignor Corporation). On March 30, 1989, the Partnership
issued 1,270,622 units, representing assignments of limited partnership
interests (the Units) to 2,157 investors. Unitholders and Limited
Partners (other than the Initial Limited Partner) are collectively
referred to as Recognized Owners. On December 31, 1996, the General
Partners of the Partnership caused the Partnership's Amended and Restated
Agreement and Certificate of Limited Partnership (the Restated Agreement,
as amended) to be canceled by filing a Certificate of Cancellation with
the Massachusetts Secretary under the Uniform Act. Accordingly, the
Partnership was dissolved on December 31, 1996.
The Partnership originally had three General Partners: AFG Leasing IV
Incorporated, a Massachusetts corporation established in 1987 and a
wholly-owned subsidiary of American Finance Group (AFG), a Massachusetts
general partnership, which subsequently became Equis Financial Group
Limited Partnership (collectively referred to herein as AFG), Daniel J.
Roggemann and Geoffrey A. MacDonald (collectively the General Partners).
Mr. Roggemann subsequently elected to withdraw as an individual General
Partner. AFG Leasing IV Incorporated is also the general partner or
managing general partner of certain affiliated partnerships sponsored by
AFG.
Significant operations commenced March 30, 1989 when the Partnership made
its initial equipment purchase. Pursuant to the Restated Agreement, as
amended, Distributable Cash From Operations and Distributable Cash From
Sales or Refinancings were allocated 99% to the Recognized Owners and 1%
to the General Partners.
Under the terms of a management agreement between the Partnership and
AF/AIP Programs Limited Partnership and the terms of an identical
management agreement between AF/AIP Programs Limited Partnership and AFG
(collectively the Management Agreement), management services were
provided by AFG to the Partnership at fees which the Managing General
Partner believed to be competitive for similar services. (Also see Note
4.)
12
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(1) ORGANIZATION AND PARTNERSHIP MATTERS (Continued)
Organization (Continued)
Equis Financial Group Limited Partnership (Equis) is a Massachusetts
partnership formerly known as American Finance Group (AFG). AFG was
established in 1988 as a Massachusetts general partnership and succeeded
American Finance Group, Inc., a Massachusetts corporation organized in
1980. Equis and its subsidiaries (collectively, the Company) are engaged
in various aspects of the equipment leasing business, including Equis'
role as Equipment Manager or Advisor to the Partnership and several other
Direct-Participation equipment leasing programs sponsored or co-sponsored
by AFG (the Other Investment Programs). The Company arranges to broker or
originate equipment leases, acts as remarketing agent and asset manager,
and provides leasing support services, such as billing, collecting and
asset tracking.
The general partner of Equis, with a 1% controlling interest, is Equis
Corporation, a Massachusetts corporation owned and controlled entirely by
Gary D. Engle, its President and Chief Executive Officer. Equis
Corporation also owns a controlling 1% general partner interest in Equis'
99% limited partner, GDE Acquisition Limited Partnership (GDE LP). Equis
Corporation and GDE LP were established in December 1994 by Mr. Engle for
the sole purpose of acquiring the business of AFG.
In January 1996, the Company sold certain assets of AFG relating
primarily to the business of originating new leases, and the name
"American Finance Group," and its acronym to a third party (the Buyer).
AFG changed its name to Equis Financial Group Limited Partnership after
the sale was concluded. Pursuant to terms of the sale agreements, Equis
agreed not to compete with the Buyer's lease origination business for a
period of five years; however, Equis is permitted to originate certain
equipment leases, principally those involving noninvestment grade lessees
and ocean-going vessels, which are not in competition with the Buyer. In
addition, the sale agreements specifically reserved to Equis the rights
to continue using the name American Finance Group and its acronym in
connection with the Partnership and the Other Investment Programs and to
continue managing all assets owned by the Partnership and the Other
Investment Programs, including the right to satisfy all required
equipment acquisitions utilizing either brokers or the Buyer. Geoffrey A.
MacDonald, Chairman of Equis Corporation and Gary D. Engle agreed not to
compete with the sold business on terms and conditions similar to those
for the Company.
13
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(1) ORGANIZATION AND PARTNERSHIP MATTERS (Continued)
Basis of Presentation
On September 30, 1996, the Partnership sold all of its remaining
equipment assets, excluding its interest in an aircraft, for $3,419,744.
The entire remarketing effort was undertaken jointly by 15 individual
equipment leasing programs, consisting of the Partnership and 14
affiliated partnerships, each of which individually executed separate
purchase and sale agreements with RSL Finance Limited Partnership II (the
Buyer) and certain of which entered into a collective purchase and sale
agreement with Northwest Airlines, Inc. (NWA), to sell all or a portion
of their equipment assets (the Sale Assets). These proceeds were first
used to repay the entire outstanding balance due under the notes payable
and the associated interest of $265,287 and $1,506, respectively. Certain
of these partnerships, including the Partnership, sold their collective
interest in a McDonnell Douglas MD-82 aircraft (NWA Aircraft) to NWA. The
net consideration for this aircraft was allocated first to remaining
lease rental obligations and second to sale proceeds. The Partnership's
proportionate share of this consideration was $2,608,000, including
$2,283,000 representing net sale proceeds. (See Note 4.)
On October 15, 1996, the Partnership paid a cash distribution of
$6,571,296 of which $6,505,583 was paid to the Limited Partners and
$65,713 was paid to the Managing General Partner. As discussed in Note 4,
the Partnership had a contingency reserve of $954,344 at December 31,
1996.
The Managing General Partner approved a plan of liquidation on September
30, 1996 and commenced liquidation on October 1, 1996. On December 31,
1996, the Managing General Partner dissolved the Partnership in
accordance with the Restated Agreement, as amended.
The financial statements presented have been prepared on a going-concern
basis through September 30, 1996. Due to the ultimate dissolution of the
Partnership requiring liquidation and distribution of its net assets, the
Partnership changed its basis of accounting from going-concern to
liquidation basis effective October 1, 1996. Liquidation basis requires
that statements be prepared based on anticipated liquidating values of
assets and liabilities.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Cash Flows
The Partnership considered liquid investment instruments purchased with a
maturity of three months or less to be cash equivalents. From time to
time, the Partnership invested excess cash with large institutional banks
in reverse repurchase agreements with overnight maturities. Under the
terms of the agreements, title to the underlying securities passed to the
Partnership. The securities underlying the agreements were book entry
securities.
14
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
Rents were payable to the Partnership monthly, quarterly or semi-annually
and no significant amounts were calculated on factors other than the
passage of time. The leases were accounted for as operating leases and
were noncancellable. Rents received prior to their due dates were
deferred. The Partnership's entire equipment portfolio was sold on
September 30, 1996. No future rents are due.
Revenue from major individual lessees which accounted for 10% or more of
lease revenue during each of the past three years is as follows:
1996 1995 1994
Gearbulk Shipowning Ltd. (formerly
Kristian Gerhard Jebsen Skipsrederi A/S) $ 808,537 $1,150,074 $1,165,274
Northwest Airlines, Inc. $ 617,498 $ 390,000 $ 485,500
The Kendall Company -- $ 353,738 --
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Equipment on Lease
All equipment was acquired from AFG, one of its affiliates, including
other equipment leasing programs sponsored by AFG, or from third-party
sellers. Equipment cost represented asset base price plus acquisition
fees and was determined in accordance with the Restated Agreement, as
amended, and certain regulatory guidelines. Asset base price was affected
by the relationship of the seller to the Partnership as summarized
herein. Where the seller of the equipment was AFG or an affiliate, asset
base price was the lower of (i) the actual price paid for the equipment
by AFG or the affiliate plus all actual costs accrued by AFG or the
affiliate while carrying the equipment less the amount of all rents
earned by AFG or the affiliate prior to selling the equipment or (ii)
fair market value as determined by the Managing General Partner in its
best judgment, including all liens and encumbrances on the equipment and
other actual expenses. Where the seller of the equipment was a third
party who did not manufacture the equipment, asset base price was the
lower of (i) the price invoiced by the third party or (ii) fair market
value as determined by the Managing General Partner. Where the seller of
the equipment was a third party who also manufactured the equipment,
asset base price was the manufacturer's invoice price, which price was
considered to be representative of fair market value.
15
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Depreciation
The Partnership's depreciation policy was intended to allocate the cost
of equipment over the period during which it produced economic benefit.
The principal period of economic benefit was considered to correspond to
each asset's primary lease term, which term generally represented the
period of greatest revenue potential for each asset. Accordingly, to the
extent that an asset was held on primary lease term, the Partnership
depreciated 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 represented
estimates of equipment values at the date of primary lease expiration. To
the extent that an asset was held beyond its primary lease term, the
Partnership continued to depreciate the remaining net book value of the
asset on a straight-line basis over the asset's remaining economic life.
Accrued Liabilities--Affiliate
Unpaid operating expenses paid by AFG on behalf of the Partnership were
reported as Accrued Liabilities--Affiliate. (See Note 4.)
Allocation of Profits and Losses
For financial statement purposes, net income or loss was allocated to
each Partner according to their respective ownership percentages (99% to
the Recognized Owners and 1% to the General Partners). See Note 5
concerning allocation of income or loss for income tax purposes.
Net Income and Cash Distributions Per Unit
Net income and cash distributions per Unit were based on 1,270,622
limited partnership units outstanding during each of the three years in
the period ended December 31, 1996, and computed after allocation of the
General Partners' 1% share of net income and cash distributions.
Provision for Income Taxes
No provision or benefit from income taxes is included in the accompanying
financial statements. The Partners are responsible for reporting their
proportionate shares of the Partnership's taxable income or loss and
other tax attributes on their tax returns.
16
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(3) EQUIPMENT
At September 30, 1996, the Partnership disposed of its entire equipment
portfolio.
As equipment was sold to third parties, or otherwise disposed of, the
Partnership recognized a gain or loss equal to the difference between the
net book value of the equipment at the time of sale or disposition and
the proceeds realized upon sale or disposition.
(4) RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership were paid by AFG on
behalf of the Partnership and AFG was reimbursed at its actual cost for
such expenditures. Fees and other costs incurred during each of the three
years in the period ended December 31, 1996, which were paid or accrued
by the Partnership to AFG or its Affiliates, are as follows:
1996 1995 1994
Equipment management fees $ 93,722 $145,201 $217,907
Administrative charges 30,879 21,000 12,000
Reimbursable operating expenses
due to third parties 142,411 86,371 68,655
-------- -------- --------
Total $267,012 $252,572 $298,562
======== ======== ========
As provided under the terms of the Management Agreement, AFG was
compensated for its services to the Partnership. Such services included
all aspects of acquisition, management and sale of equipment. For
acquisition services, AFG was compensated by an amount equal to 4.75% of
Equipment Base Price paid by the Partnership. For management services,
AFG was compensated by an amount equal to the lesser of (i) 5% of gross
lease rental revenue earned by the Partnership or (ii) fees which the
Managing General Partner reasonably believed to be competitive for
similar services for similar equipment. Both of these fees were subject
to certain limitations defined in the Management Agreement. As Payout was
not achieved, AFG received no compensation for services connected to the
sale of equipment under its subordinated remarketing agreement.
Administrative charges represent amounts owed to AFG, pursuant to Section
10.4 of the Restated Agreement, as amended, for persons employed by AFG
who were engaged in providing administrative services to the Partnership.
Reimbursable operating expenses due to third parties represent costs paid
by AFG on behalf of the Partnership which were reimbursed to AFG.
All equipment was purchased from AFG, one of its affiliates, including
other equipment leasing programs sponsored by AFG, or from third-party
sellers. The Partnership's Purchase Price was determined by the method
described in Note 2.
17
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(4) RELATED PARTY TRANSACTIONS (Continued)
All rents and proceeds from the sale of equipment were paid directly to
either AFG or to a lender. AFG temporarily deposited collected funds in a
separate interest-bearing escrow account prior to remittance to the
Partnership.
On August 18, 1995, Atlantic Acquisition Limited Partnership (AALP), a
newly formed Massachusetts limited partnership owned and controlled by
certain principals of AFG, commenced a voluntary cash Tender Offer (the
Offer) for up to approximately 45% of the outstanding units of limited
partner interest in this Partnership and 20 affiliated partnerships
sponsored and managed by AFG. The Offer was subsequently 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. Following commencement of the
Offer, certain legal actions were initiated by interested persons against
AALP, each of the general partners (4 in total) of the 21 affected
programs, and various other affiliates and related parties. One action, a
class action brought in the United States District Court for the District
of Massachusetts (the Court) on behalf of the unitholders (Recognized
Owners), sought to enjoin the Offer and obtain unspecified monetary
damages. A settlement of this litigation was approved by the Court on
November 15, 1995. The Plaintiffs filed an appeal in this matter. On
November 26, 1996, the United States Court of Appeals for the First
Circuit handed down a decision affirming the Court's approval of the
settlement. A second class action, brought in the Superior Court of the
Commonwealth of Massachusetts (the Superior Court) seeking to enjoin the
Offer, obtain unspecified monetary damages, and intervene in the first
class action, was dismissed by the Superior Court. The Recognized Owners
of the Partnership tendered 105,799 units or 8.33% of the total
outstanding units of the Partnership to AALP. In September 1996, AALP
sold these units to Equis for $640,764.
The remarketing effort described in Note 1 was undertaken jointly by 15
individual equipment leasing programs, consisting of the Partnership and
14 affiliated partnerships (Other Affected Partnerships). Thirteen of the
programs, including the Partnership, sold all of their equipment assets
(the Liquidated Programs); and two programs sold only their proportionate
ownership interests in certain assets owned jointly with one or more of
the Liquidated Programs. Substantially all of the Partnership's equipment
assets of material value represented partial ownership interests whereby
the Partnership owned less than a 100% interest in the equipment it sold.
The remaining interests in such assets were owned by one or more of the
Other Affected Partnerships.
18
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(4) RELATED PARTY TRANSACTIONS (Continued)
On September 30, 1996, the Partnership and each of the Other Affected
Partnerships executed individual purchase and sale agreements with the
Buyer for all of the Sale Assets, except for one McDonnell Douglas MD-82
aircraft leased to Northwest Airlines, Inc., hereafter the Sale Assets,
as Revised. The NWA Aircraft, in which the Partnership owned a
proportionate interest of 20%, was purchased by the lessee pursuant to a
separate negotiation. The Partnership realized $3,419,744 of net sale
proceeds for the Sale Assets, as Revised and $2,608,000 for the NWA
Aircraft. The latter included early termination rental payments of
$325,000 from the lessee. At the date of sale, the Sale Assets, as
Revised and the NWA Aircraft had net book values of $3,325,394 and
$2,671,611, respectively. In aggregate, the Partnership and the Other
Affected Partnerships realized, prior to transaction costs, $32,997,000
for all of the Sale Assets, as Revised and $13,200,000 for the NWA
Aircraft. Net proceeds from the NWA Aircraft were allocated to the owners
of the NWA Aircraft according to their respective percentage ownership
interests. Net proceeds from the Sale Assets, as Revised were allocated
to the Partnership and to each of the Other Affected Partnerships based
upon an apportionment of the sales price among all equipment comprising
the Sale Assets, as Revised according to each asset's estimated re-sale
value, as determined by an independent appraiser.
The Buyer is a limited partnership established to acquire the Sale
Assets, as Revised, and has no direct affiliation with the Partnership,
the Other Affected Partnerships, the General Partners or AFG. The sole
general partner of the Buyer is RSL Holdings, Inc. (RSL). An affiliate of
RSL purchased a significant limited partnership interest in a
direct-participation equipment leasing program co-sponsored by AFG in
1992. AFG acquired this interest in 1993 for cash and assumption of
indebtedness. There have been no other business dealings between the
Buyer and AFG and their affiliates.
On October 10, 1996, the Managing General Partner entered into a Cross
Partnership Agreement (the Agreement) with the general partners of
certain of the Other Affected Partnerships participating in the sales
transactions described above. Pursuant to the Agreement, the Partnership
and each of the other partnerships agreed to set aside a contingency
reserve for future liabilities. The Agreement provides that obligations
of any individual partnership which are not associated with the sales
transactions will directly reduce that partnership's reserve balance,
whereas costs pertaining to the sales transactions will be allocated
against the reserve balances of the Partnership and each of the other
partnerships on a proportionate basis. If the reserve balance of the
Partnership is depleted to zero, the reserve balances contributed by the
other partnerships will be debited on a proportionate basis to cover the
deficit. If the reserve balances of any one of the other partnerships is
depleted to zero, the reserve balance of the Partnership and any other
partnerships having a positive reserve balance shall be debited on a
19
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(4) RELATED PARTY TRANSACTIONS (Continued)
proportionate basis to cover the deficit. Upon termination of the
Agreement, any remaining monies will be distributed to the partners of
those partnerships with positive reserve balances. At December 31, 1996,
the Partnership had a contingency reserve balance of $954,344. To the
extent that this contingency reserve is not necessary to satisfy any
unforeseen liabilities of the Partnership, it will be remitted to the
Partners.
(5) INCOME TAXES
The Partnership was not a taxable entity for federal income tax purposes.
Accordingly, no provision for income taxes was recorded in the accounts
of the Partnership.
For financial statement purposes, the Partnership allocated net income or
loss to each class of partner according to their respective ownership
percentages (99% to the Recognized Owners and 1% to the General
Partners). This convention differed from the income or loss allocation
requirements for income tax and Dissolution Event purposes as delineated
in the Restated Agreement, as amended. For income tax purposes, the
Partnership allocated net income or loss in accordance with such
agreement.
The following is a reconciliation between net income reported for
financial statement and federal income tax reporting purposes for the
years ended December 31, 1996, 1995 and 1994:
1996 1995 1994
Net income $ 1,248,452 $ 2,298,781 $ 1,944,052
Financial statement depreciation
in excess of (less than)
tax depreciation (281,382) (509,631) 333,863
Prepaid rental income (11,471) (2,968) (46,161)
Other 710,219 118,435 438,625
----------- ----------- -----------
Net income for federal income
tax reporting purposes $ 1,665,818 $ 1,904,617 $ 2,670,379
=========== =========== ===========
The principal component of Other consists of the difference between tax
gain on equipment disposals and the financial statement gain (loss) on
disposals.
20
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Continued)
(5) INCOME TAXES (Continued)
The following is a reconciliation between partners' capital reported for
financial statement and federal income tax reporting purposes for the
year ended December 31, 1995. A reconciliation for the year ended
December 31, 1996 has not been presented, as partners' capital for
financial statement and federal income tax reporting purposes is zero.
Partners' capital $ 7,881,508
Add back selling commissions and organization
and offering costs 3,726,183
Financial statement distributions in excess
of tax distributions 8,022
Cumulative difference between federal income
tax and financial statement income (loss) (459,912)
------------
Partners' capital for federal income tax
reporting purposes $ 11,155,801
============
Financial statement distributions in excess of tax distributions and
cumulative difference between federal income tax and financial statement
income (loss) represent timing differences.
21
ADDITIONAL FINANCIAL INFORMATION
22
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH
GENERATED TO COST OF EQUIPMENT DISPOSED
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
The Partnership classified all rents from leasing equipment as lease revenue.
Upon expiration of the primary lease terms, equipment was sold, rented on a
month-to-month basis or re-leased for a defined period under a new or extended
lease agreement. The proceeds generated from selling or re-leasing the
equipment, in addition to any month-to-month revenue, represented the total
residual value realized for each item of equipment. Therefore, the financial
statement gain or loss, which reflects the difference between the net book value
of the equipment at the time of sale or disposition and the proceeds realized
upon sale or disposition, may not reflect the aggregate residual proceeds
realized by the Partnership for such equipment.
The following is a summary of cash excess associated with equipment dispositions
occurring during the years ended December 31, 1996, 1995 and 1994.
1996 1995 1994
Rents earned prior to
disposal of equipment, net of
interest charges $23,752,782 $ 6,114,155 $ 6,318,199
Sale proceeds realized upon
disposition of equipment
5,961,522 794,954 1,011,932
----------- ----------- -----------
Total cash generated from rents
and equipment sale proceeds 29,714,304 6,909,109 7,330,131
Original acquisition cost
of equipment disposed 20,466,514 5,795,226 5,752,592
----------- ----------- -----------
Excess of total cash generated
to cost of equipment disposed $ 9,247,790 $ 1,113,883 $ 1,577,539
=========== =========== ===========
23
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
STATEMENT OF CASH AND DISTRIBUTABLE CASH
FROM OPERATIONS, SALES AND REFINANCINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
SALES AND
OPERATIONS REFINANCINGS TOTAL
NET INCOME (LOSS) $ 1,296,716 $ (48,264) $ 1,248,452
ADD BACK:
Depreciation 399,998 -- 399,998
Decrease in allowance for doubtful accounts (25,000) -- (25,000)
Management fees 93,722 -- 93,722
Book value of disposed equipment -- 6,009,786 6,009,786
LESS:
Principal reduction of notes payable (387,188) -- (387,188)
----------- ----------- -----------
Cash from operations, sales and refinancings 1,378,248 5,961,522 7,339,770
LESS:
Management fees (93,722) -- (93,722)
----------- ----------- -----------
Distributable cash from operations,
sales and refinancings 1,284,526 5,961,522 7,246,048
OTHER SOURCES AND USES OF CASH:
Cash, beginning of year 2,063,872 -- 2,063,872
Net change in receivables and accruals 622,200 -- 622,200
LESS:
Cash distributions paid (3,016,254) (5,961,522) (8,977,776)
Liquidating distribution (954,344) -- (954,344)
----------- ----------- -----------
CASH, END OF YEAR $ -- $ -- $ --
=========== =========== ===========
24
AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP
SCHEDULE OF COSTS REIMBURSED TO THE MANAGING GENERAL PARTNER
AND ITS AFFILIATES AS REQUIRED BY SECTION 10.4 OF THE AMENDED
AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
DECEMBER 31, 1996
For the year ended December 31, 1996, the Partnership reimbursed the Managing
General Partner and its Affiliates for the following costs:
Operating expenses $ 161,945
25