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 June 30, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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----------------------
For Quarter Ended June 30, 1996 Commission File No. 0-17523
American Income Partners IV-B Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3024966
- ---------------------------------------- -----------------------
(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-B LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 1996 and December 31, 1995 3
Statement of Operations
for the three and six months ended
June 30, 1996 and 1995 4
Statement of Cash Flows
for the six months ended June 30, 1996 and 1995 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
2
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
June 30, 1996 and December 31, 1995
(Unaudited)
June 30, December 31,
1996 1995
----------- ------------
ASSETS
- ------
Cash and cash equivalents $ 585,523 $ 644,253
Rents receivable, net of allowance for
doubtful accounts of $10,000 and
$100,000 at June 30, 1996 and
December 31, 1995, respectively 106,882 95,053
Accounts receivable - affiliate 27,882 119,651
Equipment at cost, net of accumulated
depreciation of $5,407,853 and
$5,827,635 at June 30, 1996 and
December 31, 1995, respectively 3,006,262 3,150,051
---------- ----------
Total assets $3,726,549 $4,009,008
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable $ 96,250 $ 120,313
Accrued interest 1,140 1,523
Accrued liabilities 12,500 20,000
Accrued liabilities - affiliate 9,236 11,761
Cash distributions payable to partners 275,863 275,863
---------- ----------
Total liabilities 394,989 429,460
---------- ----------
Partners' capital (deficit):
General Partners (158,558) (156,078)
Limited Partnership Interests
(873,935 Units; initial purchase
price of $25 each) 3,490,118 3,735,626
---------- ----------
Total partners' capital 3,331,560 3,579,548
---------- ----------
Total liabilities and partners'
capital $3,726,549 $4,009,008
========== ==========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three and six months ended June 30, 1996 and 1995
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
-------------- --------- --------- ---------
Income:
Lease revenue $233,130 $311,074 $467,266 $595,859
Interest income 8,020 10,870 15,742 22,462
Gain on sale of equipment 12,355 2,996 21,978 130,959
-------- -------- -------- --------
Total income 253,505 324,940 504,986 749,280
-------- -------- -------- --------
Expenses:
Depreciation 70,525 88,322 143,789 186,695
Interest expense 1,130 2,817 3,151 5,701
Equipment management fees
- affiliate 11,656 15,554 23,363 29,793
Operating expenses
- affiliate 14,979 20,205 30,945 40,390
-------- -------- -------- --------
Total expenses 98,290 126,898 201,248 262,579
-------- -------- -------- --------
Net income $155,215 $198,042 $303,738 $486,701
======== ======== ======== ========
Net income
per limited partnership unit $ 0.18 $ 0.22 $ 0.34 $ 0.55
======== ======== ======== ========
Cash distributions declared
per limited partnership unit $ 0.31 $ 0.31 $ 0.62 $ 0.81
======== ======== ======== ========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
---------- -----------
Cash flows from (used in) operating
activities:
Net income $ 303,738 $ 486,701
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 143,789 186,695
Gain on sale of equipment (21,978) (130,959)
Decrease in allowance for doubtful
accounts (90,000) --
Changes in assets and liabilities
Decrease (increase) in:
rents receivable 78,171 (64,029)
accounts receivable - affiliate 91,769 68,222
Increase (decrease) in:
accrued interest (383) (1,401)
accrued liabilities (7,500) (500)
accrued liabilities - affiliate (2,525) (1,257)
deferred rental income -- 5,048
--------- ----------
Net cash from operating activities 495,081 548,520
--------- ----------
Cash flows from investing activities:
Proceeds from equipment sales 21,978 187,000
--------- ----------
Net cash from investing activities 21,978 187,000
--------- ----------
Cash flows used in financing activities:
Principal payments - notes payable (24,063) (54,244)
Distributions paid (551,726) (882,762)
--------- ----------
Net cash used in financing activities (575,789) (937,006)
--------- ----------
Net decrease in cash and cash
equivalents (58,730) (201,486)
Cash and cash equivalents at beginning
of period 644,253 1,021,406
--------- ----------
Cash and cash equivalents at end of
period $ 585,523 $ 819,920
========= ==========
Supplemental disclosure of cash flow
information:
Cash paid during the period for
interest $ 3,534 $ 7,102
========= ==========
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
Notes to the Financial Statements
June 30, 1996
(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 1995 Annual Report. Except as disclosed
herein, there has been no material change to the information presented in the
footnotes to the 1995 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at June 30, 1996 and December 31, 1995 and results of operations for
the three and six month periods ended June 30, 1996 and 1995 have been made and
are reflected.
NOTE 2 - CASH
- -------------
At June 30, 1996, the Partnership had $580,000 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 or quarterly and no significant
amounts are calculated on factors other than the passage of time. The leases
are accounted for as operating leases and are noncancellable. Rents received
prior to their due dates are deferred. Future minimum rents of $1,990,863 are
due as follows:
For the year ending June 30, 1997 $ 864,885
1998 597,208
1999 488,127
2000 40,643
-----------
Total $1,990,863
===========
NOTE 4 - EQUIPMENT
- ------------------
The following is a summary of equipment owned by the Partnership at June 30,
1996. In the opinion of American Finance Group ("AFG"), the acquisition cost of
the equipment did not exceed its fair market value.
6
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Lease Term Equipment
Equipment Type (Months) at Cost
- -------------- ---------- ---------
Vessels 63-72 $ 3,296,257
Aircraft 38 3,110,533
Manufacturing 60 1,348,044
Materials handling 5-60 396,963
Retail store fixtures 12-72 113,211
Medical 24-60 73,506
Locomotives 60 53,445
Tractors and heavy duty trucks 12-60 22,156
-----------
Total equipment cost 8,414,115
Accumulated depreciation (5,407,853)
-----------
Equipment, net of accumulated depreciation $ 3,006,262
===========
At June 30, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $7,883,357 representing approximately
94% of total equipment cost.
The summary above includes equipment with a cost and net book value of
approximately $53,000 and $14,000, respectively, which is not subject to an
active lease agreement.
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 six month
periods ended June 30, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
1996 1995
-------- --------
Equipment management fees $23,363 $29,793
Administrative charges 8,796 8,796
Reimbursable operating expenses
due to third parties 22,149 31,594
------- -------
Total $54,308 $70,183
======= =======
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 June
30, 1996, the Partnership was owed $27,882 by AFG for such funds and the
interest thereon. These funds were remitted to the Partnership in July 1996.
7
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 6 - NOTES PAYABLE
- ----------------------
Notes payable at June 30, 1996 consisted of an installment note of $96,250
payable to an institutional lender. This note is non-recourse, with a
fluctuating interest rate based on the London Inter-Bank Offered Rate ("LIBOR")
plus 1.5%. At June 30, 1996, the applicable LIBOR rate was approximately 6.98%.
The note is collateralized by the equipment and assignment of the related lease
payments and will be fully amortized by noncancellable rents. The carrying
amount of notes payable approximates fair value at June 30, 1996.
The annual maturities of the installment note are as follows:
For the year ending June 30, 1997 $48,125
1998 48,125
--------
Total $96,250
========
8
AMERICAN INCOME PARTNERS IV-B 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 six months ended June 30, 1996 compared to the three and six months
- -----------------------------------------------------------------------------
ended June 30, 1995:
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Overview
- --------
The Partnership was organized in 1988 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The Partnership's stated investment
objectives and policies contemplated that the Partnership would wind-up its
operations within approximately seven years of its inception. Accordingly, the
Managing General Partner is pursuing the remarketing of all of the Partnership's
remaining equipment and has engaged an investment adviser to solicit interested
third-party buyers. This effort is being undertaken in conjunction with certain
other affiliated partnerships and, if successful, would result in the sale of
each affected partnership's assets to a selected buyer. The Managing General
Partner believes this approach will (i) maximize the disposition prices of each
partnership's assets and (ii) prevent the incidence of future expenses to
operate a publicly-registered limited partnership with a declining asset base.
The Managing General Partner is evaluating expressions of interest submitted by
the investment adviser from a number of potential buyers, but is under no
obligation to accept any proposal. If successful, the Managing General Partner
anticipates that it would wind-up the operations of the Partnership and make a
liquidating distribution to the Partners, net of any cash reserves which the
Managing General Partner may consider appropriate, on or before December 31,
1996.
Results of Operations
- ---------------------
For the three and six months ended June 30, 1996, the Partnership recognized
lease revenue of $233,130 and $467,266, respectively, compared to $311,074 and
$595,859 for the same periods in 1995. The decrease in lease revenue from 1995
to 1996 was expected and resulted principally from primary lease term
expirations and the sale of equipment. The Partnership also earns interest
income from temporary investments of rental receipts and equipment sales
proceeds in short-term investments.
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.
For the three months ended June 30, 1996, the Partnership sold fully
depreciated equipment to existing lessees and third parties. These sales
resulted in a net gain, for financial statement purposes, of $12,355 compared to
a net gain in 1995 of $2,996 on equipment having a net book value of $13,053.
For the six months ended June 30, 1996, the Partnership sold fully depreciated
equipment to existing lessees and third parties. These sales resulted in a net
gain, for financial statement purposes, of $21,978 compared to a net gain in
1995 of $130,959 on equipment having a net book value of $56,041.
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
9
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
purposes is partly a function of the amount of accumulated depreciation
associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including AFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. AFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Partnership and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership
classifies such residual rental payments as lease revenue. Consequently, the
amount of gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.
Depreciation expense for the three and six months ended June 30, 1996 was
$70,525 and $143,789, respectively, compared to $88,322 and $186,695 for the
same periods in 1995. 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 $1,130 and $3,151 or less than 1% of lease revenue for
both the three and six months ended June 30, 1996 compared to $2,817 and $5,701
or approximately 1% of lease revenue for the same periods in 1995. Interest
expense in future periods will continue to decline in amount and as a percentage
of lease revenue as the principal balance of notes payable is reduced through
the application of rent receipts to outstanding debt.
Management fees were 5% of lease revenue during each of the periods ended June
30, 1996 and 1995 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 6.4% and 6.6% of lease revenue for
the three and six months ended June 30, 1996, respectively, compared to 6.5% and
6.8% of lease revenue for the same periods in 1995. 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
10
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
obligations associated with leveraged leases, and to pay management fees and
operating costs. Operating activities generated net cash inflows of $495,081 and
$548,520 in 1996 and 1995, 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 six months
ended June 30, 1996, the Partnership realized $21,978 in equipment sale proceeds
compared to $187,000 in 1995. 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 years, the amount of cash used to repay debt
obligations will be consistent with the six months ended June 30, 1996.
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 six months ended June 30, 1996, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $551,726. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Recognized Owners were allocated 99% of these distributions, or $546,209, and
the General Partners were allocated 1%, or $5,517. The second quarter 1996 cash
distribution was paid on July 15, 1996.
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 contracted rents, the generation of renewal
and/or re-lease rents, and the residual value realized for each asset at its
disposal date. 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
11
AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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.
12
AMERICAN INCOME PARTNERS IV-B 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
13
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-B LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, a Massachusetts
corporation and the Managing General Partner of
the Registrant.
By: /s/ Michael J. Butterfield
---------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 13, 1996
-------------------------------------
By: /s/ Gary M. Romano
---------------------------------------
Gary M. Romano
Clerk of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 13, 1996
-------------------------------------
14