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. 0-19135
American Income Partners V-D Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3090151
- --------------------------------------- -------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
98 North Washington Street, Boston, MA 02114
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(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
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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
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AMERICAN INCOME PARTNERS V-D 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 V-D 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 $1,477,895 $1,108,982
Rents receivable 80,859 49,874
Accounts receivable - affiliate 54,543 130,677
Equipment at cost, net of accumulated
depreciation of $9,798,064 and
$9,947,876 at June 30, 1996
and December 31, 1995, respectively 2,322,513 2,842,904
---------- ----------
Total assets $3,935,810 $4,132,437
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable $ -- $ 86,802
Accrued interest -- 2,029
Accrued liabilities 12,500 20,000
Accrued liabilities - affiliate 7,035 11,673
Deferred rental income 202,893 203,248
Cash distributions payable to partners 189,563 252,751
---------- ----------
Total liabilities 411,991 576,503
---------- ----------
Partners' capital (deficit):
General Partner (355,861) (354,256)
Limited Partnership Interests
(480,227 Units; initial purchase
price of $25 each) 3,879,680 3,910,190
---------- ----------
Total partners' capital 3,523,819 3,555,934
---------- ----------
Total liabilities and partners'
capital $3,935,810 $4,132,437
========== ==========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME PARTNERS V-D 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 $355,586 $549,062 $814,471 $1,103,920
Interest income 19,357 9,834 35,070 20,353
Gain on sale of equipment 24,088 381 55,747 5,446
-------- -------- -------- ----------
Total income 399,031 559,277 905,288 1,129,719
-------- -------- -------- ----------
Expenses:
Depreciation and amortization 236,577 389,568 476,224 805,935
Interest expense -- 18,390 -- 43,691
Equipment management fees
- affiliate 16,787 23,385 43,390 45,872
Operating expenses - affiliate 19,074 21,006 38,663 57,732
-------- -------- -------- ----------
Total expenses 272,438 452,349 558,277 953,230
-------- -------- -------- ----------
Net income $126,593 $106,928 $347,011 $ 176,489
======== ======== ======== ==========
Net income
per limited partnership unit $ 0.25 $ 0.21 $ 0.69 $ 0.35
======== ======== ======== ==========
Cash distributions declared
per limited partnership unit $ 0.37 $ 0.50 $ 0.75 $ 1.00
======== ======== ======== ==========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME PARTNERS V-D 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 $ 347,011 $ 176,489
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation and amortization 476,224 805,935
Gain on sale of equipment (55,747) (5,446)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable (30,985) 6,983
accounts receivable - affiliate 76,134 14,537
Increase (decrease) in:
accrued interest (2,029) (7,614)
accrued liabilities (7,500) (500)
accrued liabilities - affiliate (4,638) (81,746)
deferred rental income (355) 408
---------- -----------
Net cash from operating activities 798,115 909,046
---------- -----------
Cash flows from investing activities:
Proceeds from equipment sales 99,914 36,754
---------- -----------
Net cash from investing activities 99,914 36,754
---------- -----------
Cash flows used in financing activities:
Principal payments - notes payable (86,802) (577,651)
Distributions paid (442,314) (568,690)
---------- -----------
Net cash used in financing activities (529,116) (1,146,341)
---------- -----------
Net increase (decrease) in cash and cash equivalents 368,913 (200,541)
Cash and cash equivalents at beginning of period 1,108,982 896,516
---------- -----------
Cash and cash equivalents at end of period $1,477,895 $ 695,975
========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 2,029 $ 51,305
========== ===========
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME PARTNERS V-D 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 $1,465,000 invested in reverse
repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government securities.
NOTE 3 - REVENUE RECOGNITION
- ----------------------------
Rents are payable to the Partnership monthly, quarterly or semi-annually and
no significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. Future minimum rents of
$918,263 are due as follows:
For the year ending June 30, 1997 $861,451
1998 54,012
1999 2,800
---------
Total $918,263
=========
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 V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Lease Term Equipment
Equipment Type (Months) At Cost
- -------------------------------- ------------ ------------
Aircraft 1-19 $ 5,697,722
Locomotives 78 1,656,854
Materials handling 1-60 1,616,955
Furniture and fixtures 60-84 686,786
Computers and peripherals 12-60 469,703
Tractors and heavy duty trucks 24-60 388,478
Construction and mining 12-60 364,308
Trailers/intermodal containers 11-66 290,437
Manufacturing 60 268,764
Retail store fixtures 12-54 249,782
Communications 23-60 229,633
Research and test 9-24 105,805
Motor vehicles 60 64,367
Medical 60 30,983
-----------
Total equipment cost 12,120,577
Accumulated depreciation (9,798,064)
-----------
Equipment, net of accumulated depreciation $ 2,322,513
===========
During the three months ended March 31, 1996 the Partnership transferred its
ownership interest in a trailer, previously leased to The Atchison Topeka and
Santa Fe Railroad, having a net book value of $6,787, to a third party for cash
consideration of $8,750 which resulted in a net gain of $1,963. The gain was
deferred in anticipation of completing a like-kind exchange during the three
months ended June 30, 1996. The Partnership intended to replace this trailer
with a comparable trailer and lease such equipment to a new lessee. The
Partnership had accounted for this transaction as a like-kind exchange for
income tax reporting purposes. Accordingly, the net cash consideration of $8,750
was deposited in a special-purpose escrow account through a third-party Exchange
Agent pending completion of the equipment exchange. During the three months
ended June 30, 1996, the Partnership elected not to replace the trailer and,
accordingly, the deferred gain of $1,963 was recognized as Gain on Sale of
Equipment on the Statement of Operations for the three months ended June 30,
1996. In addition, the cash consideration of $8,750, which was reported as
Contractual Right for Equipment on the Statement of Financial Position at March
31, 1996, was recognized as proceeds from equipment sales.
At June 30, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $7,354,940 representing approximately
61% of total equipment cost.
The summary above includes equipment held for sale or re-lease with an
original cost and net book value of approximately $1,986,000 and $559,000,
respectively, at June 30, 1996. The General Partner is actively seeking the sale
or re-lease of all equipment not on lease. In addition, at June 30, 1996, the
Partnership's portfolio included a proportionate interest in two Boeing 727-251
Advanced aircraft which were sold in July 1996 (See Note 6).
7
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
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 $43,390 $ 45,872
Administrative charges 10,272 10,272
Reimbursable operating expenses
due to third parties 28,391 47,460
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Total $82,053 $103,604
======= ========
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 $54,543 by AFG for such funds and the
interest thereon. These funds were remitted to the Partnership in July 1996.
NOTE 6 - SUBSEQUENT EVENT
- -------------------------
During July 1996, the Partnership sold its interest in two Boeing 727-251
Advanced aircraft to the lessee, Northwest Airlines, Inc. The Partnership
received lease termination rents of $516,712 and sale proceeds of $1,195,994. At
June 30, 1996, the net carrying value of these aircraft to the Partnership was
$740,021.
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AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
--------------
Three and six months ended June 30, 1996 compared to the three and six months
- -----------------------------------------------------------------------------
ended June 30, 1995:
- --------------------
Overview
- --------
As an equipment leasing partnership, the Partnership was organized to acquire
a diversified portfolio of capital equipment subject to lease agreements with
third parties. The Partnership was designed to progress through three principal
phases: acquisitions, operations, and liquidation. During the operations
phase, a period of approximately six years, all equipment in the Partnership's
portfolio will progress through various stages. Initially, all equipment will
generate rental revenues under primary term lease agreements. During the life
of the Partnership, these agreements will expire on an intermittent basis and
equipment held pursuant to the related leases will be renewed, re-leased or
sold, depending on prevailing market conditions and the assessment of such
conditions by AFG to obtain the most advantageous economic benefit. Over time,
a greater portion of the Partnership's original equipment portfolio will become
available for remarketing and cash generated from operations and from sales or
refinancings will begin to fluctuate. Ultimately, all equipment will be sold
and the Partnership will be dissolved. The Partnership's operations commenced
in 1990.
Results of Operations
- ---------------------
For the three and six months ended June 30, 1996, the Partnership recognized
lease revenue of $355,586 and $814,471, respectively, compared to $549,062 and
$1,103,920 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 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.
For the three months ended June 30, 1996, the Partnership sold equipment
having a net book value of $14,792 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $22,125
compared to a net gain of $381 on equipment having a net book value of $5,844
for the same period in 1995.
For the six months ended June 30, 1996, the Partnership sold equipment having
a net book value of $37,380 to existing lessees and third parties. These sales
resulted in a net gain, for financial statement purposes, of $53,784 compared to
a net gain of $5,446 on equipment having a net book value of $31,308 for the
same period in 1995.
During the three months ended March 31, 1996, the Partnership transferred its
ownership interest in a trailer previously leased to The Atchison Topeka and
Santa Fe Railroad. The Partnership intended to
9
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
replace the trailer with a comparable trailer and account for the transaction as
a like-kind exchange for income tax reporting purposes. A gain of $1,963, was
deferred in anticipation of completing the exchange during the three months
ended June 30, 1996. During the three months ended June 30, 1996, the
Partnership elected not to replace the trailer and, accordingly, the deferred
gain of $1,963 was recognized as Gain on Sale of Equipment on the Statement of
Operations for the three months ended June 30, 1996. In addition, the cash
consideration of $8,750, which was reported as Contractual Right for Equipment
on the Statement of Financial Position at March 31, 1996, was recognized as
proceeds from equipment sales. See Note 4 to the financial statements for
additional discussion of this transaction.
It cannot be determined whether future sales of equipment will result in a net
gain or a net loss to the Partnership, as such transactions will be dependent
upon the condition and type of equipment being sold and its marketability at the
time of sale. In addition, the amount of gain or loss reported for financial
statement purposes is partly a function of the amount of accumulated
depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including AFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. AFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Partnership and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership
classifies such residual rental payments as lease revenue. Consequently, the
amount of gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.
Depreciation and amortization expense was $236,577 and $476,224 for the three
and six months ended June 30, 1996, respectively, compared to $389,568 and
$805,935 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.
Interest expense was $18,390 and $43,691 or 3.4% and 4% of lease revenue for
the three and six months ended June 30, 1995, respectively. There was no
interest expense during the same periods in 1996. Interest expense is not
expected to be incurred in future periods due to the retirement of all of the
Partnership's debt obligations.
Management fees were 4.7% and 5.3% of lease revenue for the three and six
months ended June 30, 1996, respectively, compared to 4.3% and 4.2% of lease
revenue for each of the same periods in 1995. Management fees during the six
months ended June 30, 1996 include $4,617, resulting from an underaccrual in
1995. Management fees are based on 5% of gross lease revenue generated by
operating leases and 2% of gross lease revenue generated by full payout leases.
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AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 5.4% and 4.8% of lease revenue for
the three and six months ended June 30, 1996, respectively, compared to 3.8% and
5.2% 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 obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $798,115 and $909,046 for the six
months ended June 30, 1996 and 1995, respectively. Future renewal, re-lease and
equipment sale activities will continue to cause a decline in the Partnership's
lease revenue and corresponding sources of operating cash. Overall, expenses
associated with rental activities, such as management fees, and net cash flow
from operating activities will also continue to 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 $99,914 in equipment sale proceeds
compared to $36,754 for 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 have been retired.
Cash distributions to the General Partner 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
11
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
and Refinancings of $379,126. In accordance with the Amended and Restated
Agreement and Certificate of Limited Partnership, the Recognized Owners were
allocated 95% of these distributions, or $360,170, and the General Partner was
allocated 5%, or $18,956. 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 future contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date. Future market conditions, technological changes, the ability
of AFG to manage and remarket the assets, and many other events and
circumstances, could enhance or detract from individual asset yields and the
collective performance of the Partnership's equipment portfolio.
The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly dependent upon the collection of contractual rents and the
outcome of residual activities. In July 1996, the Partnership will collect cash
of $1,712,706, consisting of lease termination rents equal to $516,712 and sale
proceeds equal to $1,195,994, from the sale of its interests in two Boeing 727-
Advanced jet aircraft to the lessee, Northwest. The amount of cash available for
distribution to the Partners in future periods will be affected by this and
other remarketing activities, which, depending upon timing, the amounts realized
and other considerations, such as market conditions and any cash reserves
retained by the Partnership, may cause the level of future quarterly cash
distributions to fluctuate. Further, equipment lease expirations and asset
disposals will cause the Partnership's net cash from operating activities to
diminish over time. In addition, the Partnership may be required to incur asset
refurbishment or upgrade costs in connection with future remarketing activities.
Notwithstanding such circumstances, the General Partner anticipates that cash
proceeds resulting from the Partnership's rental and remarketing activities will
satisfy the Partnership's future expense obligations.
12
AMERICAN INCOME PARTNERS V-D 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
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, a Massachusetts
corporation and the 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 14, 1996
---------------
By: /s/ Gary M. Romano
-------------------
Gary M. Romano
Clerk of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 14, 1996
---------------
14