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
-------------------------
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 June 30, 1996 Commission File No. 0-16499
American Income 8 Limited Partnership
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2947857
- ------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
98 North Washington Street, Boston, MA 02114
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
------------------
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes No
--- ---
AMERICAN INCOME 8 LIMITED PARTNERSHIP
FORM 10-Q
INDEX
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 9-11
PART II. OTHER INFORMATION:
Items 1 - 6 12
2
AMERICAN INCOME 8 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 $ 355,775 $ 430,613
Rents receivable, net of allowance for
doubtful accounts of $18,000 at
December 31, 1995 212 799
Accounts receivable - affiliate 126,251 175,884
Equipment at cost, net of accumulated
depreciation of $8,294,110 and
$7,908,452 at June 30, 1996 and
December 31, 1995, respectively 3,761,095 4,484,865
----------- ----------
Total assets $4,243,333 $5,092,161
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Accrued liabilities $ 11,750 $ 20,000
Accrued liabilities - affiliate 6,704 9,080
Deferred rental income 42,822 179,561
Cash distributions payable to partners 141,765 283,530
---------- ----------
Total liabilities 203,041 492,171
---------- ----------
Partners' capital (deficit):
General Partner (123,962) (118,365)
Limited Partnership Interests
(74,852 Units; initial purchase
price of $250 each) 4,164,254 4,718,355
---------- ----------
Total partners' capital 4,040,292 4,599,990
---------- ----------
Total liabilities and partners'
capital $4,243,333 $5,092,161
========== ==========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME 8 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 $ 237,462 $384,797 $ 462,731 $746,821
Interest income 3,969 8,525 9,433 17,981
Gain on sale of equipment 900 -- 41,728 30,000
--------- -------- --------- --------
Total income 242,331 393,322 513,892 794,802
--------- -------- --------- --------
Expenses:
Depreciation 161,885 172,439 323,770 344,878
Write-down of equipment 400,000 -- 400,000 --
Interest expense -- 12,833 -- 25,750
Equipment management fees - affiliate 11,874 19,240 23,137 37,341
Operating expenses - affiliate 23,575 25,594 43,153 56,238
--------- -------- --------- --------
Total expenses 597,334 230,106 790,060 464,207
--------- -------- --------- --------
Net income (loss) $(355,003) $163,216 $(276,168) $330,595
========= ======== ========= ========
Net income (loss)
per limited partnership unit $ (4.70) $ 2.16 $ (3.65) $ 4.37
========= ======== ========= ========
Cash distributions declared
per limited partnership unit $ 1.87 $ 3.75 $ 3.75 $ 7.50
========= ======== ========= ========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME 8 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 (loss) $(276,168) $ 330,595
Adjustments to reconcile net income
(loss) to net cash from operating
activities:
Depreciation 323,770 344,878
Write-down of equipment 400,000 --
Gain on sale of equipment (41,728) (30,000)
Decrease in allowance for doubtful
accounts (18,000) (12,000)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable 18,587 6,383
accounts receivable - affiliate 49,633 (16,175)
Increase (decrease) in:
accrued interest -- (39)
accrued liabilities (8,250) (500)
accrued liabilities - affiliate (2,376) (93)
deferred rental income (136,739) 1,159
--------- ---------
Net cash from operating activities 308,729 624,208
--------- ---------
Cash flows from investing activities:
Proceeds from equipment sales 41,728 30,000
--------- ---------
Net cash from investing activities 41,728 30,000
--------- ---------
Cash flows used in financing activities:
Principal payments - notes payable -- (59,072)
Distributions paid (425,295) (567,060)
--------- ---------
Net cash used in financing activities (425,295) (626,132)
--------- ---------
Net increase (decrease) in cash and
cash equivalents (74,838) 28,076
Cash and cash equivalents at beginning
of period 430,613 712,472
--------- ---------
Cash and cash equivalents at end of
period $ 355,775 $ 740,548
========= =========
Supplemental disclosure of cash flow
information:
Cash paid during the period for
interest $ -- $ 25,789
========= =========
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME 8 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
-------------
The Partnership invests excess cash with large institutional banks in
reverse repurchase agreements with overnight maturities. The reverse
repurchase agreements are secured by U.S. Treasury Bills or interests in U.S.
Government securities.
NOTE 3 - REVENUE RECOGNITION
----------------------------
Rents are payable to the Partnership monthly, quarterly or semi-annually
and no significant amounts are calculated on factors other than the passage
of time. The leases are accounted for as operating leases and are
noncancellable. Rents received prior to their due dates are deferred. Future
minimum rents of $2,961,403 are due as follows:
For the year ending June 30, 1997 $ 820,990
1998 746,801
1999 652,074
2000 641,349
2001 100,189
----------
Total $2,961,403
==========
6
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
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.
Lease Term Equipment
Equipment Type (Months) at Cost
- ------------------------------------ ----------- ------------
Aircraft 36-60 $ 9,414,460
Flight simulators 48 802,831
Motor vehicles 12-72 676,559
Communications 30-36 597,223
Materials handling 1-60 301,310
Trailers and intermodal containers 48-60 136,695
Photocopying 1-36 104,511
Computers and peripherals 1-60 21,616
-----------
Total equipment cost 12,055,205
Accumulated depreciation (8,294,110)
-----------
Equipment, net of accumulated depreciation $ 3,761,095
===========
At June 30, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $10,077,358, representing
approximately 84% of total equipment cost.
The summary above includes fully depreciated equipment with an original
cost of approximately $107,000 which is not subject to an active lease
agreement.
During the quarter ended June 30, 1996, the Partnership recorded a write-
down, representing an impairment in value, pertaining to its interest in a
Lockheed L-1011 aircraft. This adjustment was precipitated by continuing
deterioration in the secondary market for wide-body aircraft of this type.
Several air carriers have reduced their commitment to the L-1011 and,
currently, a major domestic air carrier is expected to retire eleven L-1011
aircraft from its fleet. Further, it appears that future demand for this
type of aircraft will be weak, consisting principally of air cargo carriers
or operators of passenger charters. In consideration of such circumstances
and in accordance with Financial Accounting Standards Board Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, the Partnership reduced the carrying value of its
L-1011 aircraft interest to its estimated current fair market value. This
resulted in a write-down of $400,000, representing $5.29 per limited
partnership unit.
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:
7
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
1996 1995
-------- --------
Equipment management fees $23,137 $37,341
Administrative charges 10,386 10,386
Reimbursable operating expenses
due to third parties 32,767 45,852
------- -------
Total $66,290 $93,579
======= =======
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 $126,251 by AFG for
such funds and the interest thereon. These funds were remitted to the
Partnership in July 1996.
NOTE 6 - LEGAL PROCEEDINGS
--------------------------
On March 15, 1993, Herman's Sporting Goods, Inc., a lessee of the
Partnership (the "Debtor"), filed for protection under Chapter 11 of the
Bankruptcy Code in the United States District Court, Trenton, New Jersey (the
"District Court"). Certain unpaid rents due to the Partnership were scheduled
by the Debtor as unsecured claims. Upon order of the District Court, renewal
rental schedules for all equipment leased to the Debtor by the Partnership
were executed and are currently in effect. On August 23, 1994, the District
Court confirmed the Debtor's First Modified Plan of Reorganization, as
Amended and Modified. On April 26, 1996, the Debtor refiled for protection
under Chapter 11 of the Bankruptcy Code in the District Court. Rents due to
the Partnership pursuant to the renewal schedules due to expire on June 30,
1996 were scheduled by the Debtor as unsecured claims. At June 30, 1996, the
Partnership was due $10,610 from the Debtor with respect to its 1993 and 1996
unsecured claims. The Partnership's equipment portfolio includes equipment
on lease to the Debtor with an original cost of approximately $597,222, which
is expected to be purchased by the Debtor, and is fully depreciated for
financial reporting purposes. This equipment represents approximately 5% of
the Partnership's aggregate equipment portfolio at June 30, 1996. These
Bankruptcies did not have a material adverse effect on the financial position
of the Partnership.
8
AMERICAN INCOME 8 LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations.
----------------------
Three and six months ended June 30, 1996 compared to the three and six months
-----------------------------------------------------------------------------
ended June 30, 1995:
--------------------
Overview
--------
The Partnership was organized in 1987 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 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 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 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 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 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 $237,462 and $462,731, respectively, compared to
$384,797 and $746,821 for the same periods in 1995. The decrease in lease
revenue from 1995 to 1996 was expected and resulted from renewal 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 instruments.
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.
During the three months ended June 30, 1996, the Partnership sold equipment
which had been fully depreciated to existing lessees and third parties.
These sales resulted in a net gain, for financial statement purposes, of
$900. There were no equipment sales during the three months ended June 30,
1995.
During the six months ended June 30, 1996 and 1995, the Partnership sold
equipment, which had been fully depreciated, to existing lessees and third
parties. These sales resulted in net gains, for financial statement
purposes, of $41,728 and $30,000, respectively.
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 8 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
$161,885 and $323,770, respectively, compared to $172,439 and $344,878 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 an asset
is held beyond its primary lease term, the Partnership continues to
depreciate the remaining net book value of the asset on a straight-line basis
over the asset's remaining economic life.
During the quarter ended June 30, 1996, the Partnership recorded a write-
down, representing an impairment in value, pertaining to its interest in a
Lockheed L-1011 aircraft. This adjustment was precipitated by continuing
deterioration in the secondary market for wide-body aircraft of this type.
Several air carriers have reduced their commitment to the L-1011 and,
currently, a major domestic air carrier is expected to retire eleven L-1011
aircraft from its fleet. Further, it appears that future demand for this
type of aircraft will be weak, consisting principally of air cargo carriers
or operators of passenger charters. In consideration of such circumstances
and in accordance with Financial Accounting Standards Board Statement No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, the Partnership reduced the carrying value of its
L-1011 aircraft interest to its estimated current fair market value. This
resulted in a write-down of $400,000, representing $5.29 per limited
partnership unit.
Interest expense was $12,833 and $25,750 or 3.3% and 3.5% of lease revenue
during the three and six months ended June 30, 1995. Interest expense is not
expected to be incurred in future periods due to the retirement of all
outstanding debt obligations during 1995.
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
9.9% and 9.3% of lease revenue for the three and six months ended June 30,
1996, respectively, compared to 6.7% and 7.5% 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.
10
AMERICAN INCOME 8 LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 have been used to satisfy
debt service obligations associated with leveraged leases, and are currently
used to pay management fees and operating costs. Operating activities
generated net cash inflows of $308,729 and $624,208 for the six months ended
June 30, 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 $41,728 in equipment sale
proceeds compared to $30,000 during the same period 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. All of the
Partnership's outstanding debt obligations were retired in 1995.
Cash distributions to the General and Limited Partners are declared and
generally paid within fifteen days following the end of each calendar
quarter. The payment of such distributions is presented as a component of
financing activities. For the 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 $283,530.
In accordance with the Amended and Restated Agreement and Certificate of
Limited Partnership, the Limited Partners were allocated 99% of these
distributions, or $280,695, and the General Partner was allocated 1%, or
$2,835. The second quarter 1996 cash distribution was paid on July 15, 1996.
Cash distributions paid to the Limited Partners consist of both a return of
and a return on capital. To the extent that cash distributions consist of
Cash From Sales or Refinancings, substantially all of such cash distributions
should be viewed as a return of capital. Cash distributions do not represent
and are not indicative of yield on investment. Actual yield on investment
cannot be determined with any certainty until conclusion of the Partnership
and will be dependent upon the collection of all 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.
11
AMERICAN INCOME 8 LIMITED PARTNERSHIP
FORM 10-Q
PART II. FINANCIAL INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 6 herein and to Note 6 in
the 1995 Annual Report
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
12
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity
and on the date indicated.
AMERICAN INCOME 8 LIMITED PARTNERSHIP
By: AFG Leasing Associates II, a Massachusetts
general partnership and the General Partner of
the Registrant.
By: AFG Leasing Incorporated, a Massachusetts
corporation and general partner in such general
partnership.
By: /s/ Michael J. Butterfield
-----------------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 13, 1996
---------------------------------------------
By: /s/ Gary M. Romano
-----------------------------------------------
Gary M. Romano
Clerk of AFG Leasing Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 13, 1996
---------------------------------------------
13