AMERICAN INCOME 8 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 3-6
FINANCIAL STATEMENTS:
Report of Independent Auditors 7
Statement of Financial Position
at December 31, 1995 and 1994 8
Statement of Operations
for the years ended December 31, 1995, 1994 and 1993 9
Statement of Changes in Partners' Capital
for the years ended December 31, 1995, 1994 and 1993 10
Statement of Cash Flows
for the years ended December 31, 1995, 1994 and 1993 11
Notes to the Financial Statements 12-20
ADDITIONAL FINANCIAL INFORMATION:
Schedule of Excess (Deficiency) of Total Cash
Generated to Cost of Equipment Disposed 21
Statement of Cash and Distributable
Cash From Operations, Sales and Refinancings 22
Schedule of Costs Reimbursed to the
General Partner and its Affiliates as
Required by Section 9.4 of the Amended
and Restated Agreement and Certificate
of Limited Partnership 23
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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.
For each of the five years in the period ended December 31, 1995:
Summary of
Operations 1995 1994 1993 1992 1991
- ---------------------------- ----------- ----------- ----------- ----------- -----------
Lease revenue $ 1,368,867 $ 1,714,777 $ 1,649,854 $ 3,819,416 $ 5,235,976
Net income (loss) $ 30,531 $ 827,928 $ 824,703 $ (325,239) $ 434,483
Per Unit:
Net income (loss) $ 0.40 $ 10.95 $ 10.91 $ (4.30) $ 5.75
Cash distributions $ 15.00 $ 22.50 $ 26.87 $ 32.50 $ 29.37
Financial
Position
- ----------------------------
Total assets $ 5,092,161 $ 6,595,886 $ 8,434,486 $10,286,038 $15,161,641
Total long-term
obligations -- $ 549,253 $ 1,207,744 $ 1,754,153 $ 3,675,522
Partners' capital $ 4,599,990 $ 5,703,580 $ 6,576,834 $ 7,784,098 $10,566,599
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Year ended December 31, 1995 compared to the year ended
December 31, 1994 and the year ended December 31, 1994
compared to the year ended December 31, 1993
Overview
- --------
As an equipment leasing partnership, American Income 8 Limited
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
progresses through various stages. Initially, all equipment generates rental
revenues under primary term lease agreements. During the life of the
Partnership, these agreements expire on an intermittent basis and equipment held
pursuant to the related leases are renewed, re-leased or sold, depending on
prevailing market conditions and the assessment of such conditions by American
Finance Group ("AFG") to obtain the most advantageous economic benefit. Over
time, a greater portion of the Partnership's original equipment portfolio
becomes available for remarketing and cash generated from operations and from
sales or refinancings begins to fluctuate. Ultimately, all equipment will be
sold and the Partnership will be dissolved. In accordance with the Partnership's
stated investment objectives and policies, the General Partner is considering
the winding-up of the Partnership's operations, including the liquidation of its
entire portfolio. The Partnership's operations commenced in 1987.
Results of Operations
- ---------------------
For the year ended December 31, 1995, the Partnership recognized lease
revenue of $1,368,867 compared to $1,714,777 and $1,649,854 for the years ended
December 31, 1994 and 1993, respectively. The increase in lease revenue from
1993 to 1994 was due primarily to favorable renewal lease terms, the re-lease of
certain equipment previously off lease and a contracted step-up in rents on the
Partnership's interest in two DC-10-40 aircraft leased by Northwest Airlines,
Inc. ("Northwest"). The overall decrease in lease revenue from 1993 to 1995 was
expected and resulted from primary and 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.
In 1995, 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 $122,608, compared to net gains in 1994 and
1993 of $127,104 and $954,148 on equipment having a net book value of $3,112 and
$465,342, 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 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
-3-
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 was $689,756, $768,557 and $1,526,435 for the years
ended December 31, 1995, 1994 and 1993, respectively. 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. (See Note 2 to the
financial statements herein).
The Partnership recorded a write-down of the carrying value of its
interest in an L1011-50 aircraft, representing an impairment, during the year
ended December 31, 1995. The resulting charge, $594,800 ($7.87 per limited
partnership unit) in 1995 was based on a comparison of the estimated net
realizable value and corresponding carrying value for the Partnership's interest
in the aircraft.
Net realizable value was estimated based on (I) third-party appraisals
of the Partnership's aircraft and (ii) AFG's assessment of prevailing market
conditions for similar aircraft. In recent years, market values for used
commercial jet aircraft have deteriorated. Consistent price competition and
other pressures within the airline industry have inhibited sustained
profitability for many carriers. Most major airlines have had to re-evaluate
their aircraft fleets and operating strategies. Such issues complicate the
determination of net realizable value for specific aircraft, and particularly
used aircraft, because cost-benefit and market considerations may differ
significantly between major airlines. Aircraft condition age, passenger
capacity, distance capability, fuel efficiency, and other factors also influence
market demand and market values for passenger jet aircraft.
Interest expense was $33,728 or 2.5% of lease revenue in 1995, $75,841
or 4.4% of lease revenue in 1994 and $103,768 or 6.3% of lease revenue in 1993.
Interest expense is not expected to be incurred in future years due to the
retirement of all outstanding debt obligations during 1995.
Management fees were 5% of lease revenue during each of the years ended
December 31, 1995, 1994 and 1993 and will not change as a percentage of lease
revenue in future years.
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 8%, 7.4% and 6.3% of
lease revenue in 1995, 1994 and 1993 respectively. 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
-4-
inflows of $1,278,907, $1,589,085 and $1,630,707 in 1995, 1994 and 1993,
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.
During 1995, the Partnership and other affiliated partnerships, executed
a renegotiated and extended lease agreement in connection with two DC-10-40
aircraft leased by Northwest. Pursuant to the agreement, Northwest will continue
to lease these aircraft until September 3, 2000. The Partnership, which owns a
20.03% interest in these aircraft, will receive approximately $601,000 each year
through December 31, 1999 and approximately $451,000 during the year ending
December 31, 2000.
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 expended for equipment acquisitions and cash realized from asset
disposal transactions are reported under investing activities on the
accompanying Statement of Cash Flows. In 1994, the Partnership capitalized
$13,636 in connection with the upgrade of an L1011-50 aircraft. During 1995, the
Partnership realized $122,608 in equipment sale proceeds compared to $130,216
and $1,419,490 in 1994 and 1993, respectively. 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 origination of such indebtedness and the subsequent
repayments of principal were reported as components of financing activities.
Cash inflows of $112,170 in 1993 resulted from leveraging a portion of the
Partnership's equipment portfolio with third-party lenders. No leveragings of
equipment occurred in 1994 or 1995.
Each note payable was 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 coincided with the lease rental
term). As rental payments were collected, a portion or all of the rental payment
was used to repay the associated indebtedness. 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 year ended December 31, 1995, the Partnership declared total
cash distributions of Distributable Cash From Operations and Distributable Cash
From Sales and Refinancings of $1,134,121. In accordance with the Amended and
Restated Agreement and Certificate of Limited Partnership (the "Restated
Agreement, as amended"), the Limited Partners were allocated 99% of these
distributions, or $1,122,780, and the General Partner was allocated 1%, or
$11,341. The fourth quarter 1995 cash distribution was paid on January 22, 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 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.
-5-
The future liquidity of the Partnership will be influenced by the
foregoing and will be greatly dependent upon the collection of contractual rents
and the outcome of residual activities. The General Partner anticipates that
cash proceeds resulting from these sources will satisfy the Partnership's future
expense obligations. However, the amount of cash available for distribution in
future periods will fluctuate. Equipment lease expirations and asset disposals
will cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
In addition, the Partnership may be required to incur asset refurbishment or
upgrade costs in connection with future remarketing activities. Accordingly,
fluctuations in the level of quarterly cash distributions will occur during the
life of the Partnership.
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REPORT OF INDEPENDENT AUDITORS
------------------------------
To the Partners of American Income 8 Limited Partnership:
We have audited the accompanying statements of financial position of
American Income 8 Limited Partnership as of December 31, 1995 and 1994, and the
related statements of operations, changes in partners' capital, and cash flows
for each of the three years in the period ended December 31, 1995. 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.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American Income 8
Limited Partnership at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
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.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Boston, Massachusetts
March 12, 1996
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
December 31, 1995 and 1994
1995 1994
----------- ----------
ASSETS
- ------
Cash and cash equivalents $ 430,613 $ 712,472
Rents receivable, net of allowance for doubtful
accounts of $18,000 and $62,000 at
December 31, 1995 and 1994, respectively 799 801
Accounts receivable - affiliate 175,884 113,192
Equipment at cost, net of accumulated
depreciation of $7,908,452 and $9,252,967
at December 31, 1995 and 1994, respectively 4,484,865 5,769,421
----------- ------------
Total assets $ 5,092,161 $ 6,595,886
=========== ============
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable $ -- $ 549,253
Accrued interest -- 1,192
Accrued liabilities 20,000 15,500
Accrued liabilities - affiliate 9,080 2,533
Deferred rental income 179,561 40,298
Cash distributions payable to partners 283,530 283,530
----------- ------------
Total liabilities 492,171 892,306
----------- -------------
Partners' capital (deficit):
General Partner (118,365) (107,329)
Limited Partnership Interests (74,852 Units;
initial purchase price of $250 each) 4,718,355 5,810,909
----------- ------------
Total partners' capital 4,599,990 5,703,580
----------- ------------
Total liabilities and partners' capital $ 5,092,161 $ 6,595,886
=========== ============
The accompanying notes are an integral part
of these financial statements.
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the years ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ----------- -----------
Income:
Lease revenue $ 1,368,867 $ 1,714,777 $ 1,649,854
Interest income 34,656 42,232 36,906
Gain on sale of equipment 122,608 127,104 954,148
----------- ----------- -----------
Total income 1,526,131 1,884,113 2,640,908
----------- ----------- -----------
Expenses:
Depreciation 689,756 768,557 1,526,435
Write-down of equipment 594,800 -- --
Interest expense 33,728 73,550 103,768
Interest expense - affiliate -- 2,291 --
Equipment management fees - affiliate 68,443 85,739 82,493
Operating expenses - affiliate 108,873 126,048 103,509
----------- ----------- -----------
Total expenses 1,495,600 1,056,185 1,816,205
----------- ----------- -----------
Net income $ 30,531 $ 827,928 $ 824,703
=========== =========== ===========
Net income
per limited partnership unit $ 0.40 $ 10.95 $ 10.91
=========== =========== ===========
Cash distributions declared
per limited partnership unit $ 15.00 $ 22.50 $ 26.87
=========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
for the years ended December 31, 1995, 1994 and 1993
General Limited Partners
Partner ------------------------------
Amount Units Amount Total
----------- --------- ----------- -----------
Balance at December 31, 1992 $ (86,523) 74,852 $ 7,870,621 $ 7,784,098
Net income - 1993 8,247 -- 816,456 824,703
Cash distributions declared (20,320) -- (2,011,647) (2,031,967)
----------- --------- ----------- -----------
Balance at December 31, 1993 (98,596) 74,852 6,675,430 6,576,834
Net income - 1994 8,279 -- 819,649 827,928
Cash distributions declared (17,012) -- (1,684,170) (1,701,182)
----------- --------- ----------- -----------
Balance at December 31, 1994 (107,329) 74,852 5,810,909 5,703,580
Net income - 1995 305 -- 30,226 30,531
Cash distributions declared (11,341) -- (1,122,780) (1,134,121)
----------- --------- ----------- -----------
Balance at December 31, 1995 $ (118,365) 74,852 $ 4,718,355 $ 4,599,990
=========== ========= =========== ===========
The accompanying notes are an integral part
of these financial statements.
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ----------- -----------
Cash flows from (used in) operating activities:
Net income $ 30,531 $ 827,928 $ 824,703
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 689,756 768,557 1,526,435
Write-down of equipment 594,800 -- --
Gain on sale of equipment (122,608) (127,104) (954,148)
Increase (decrease) in allowance for
doubtful accounts (44,000) -- 42,000
Changes in assets and liabilities
Decrease (increase) in:
rents receivable 44,002 73,203 (82,686)
accounts receivable - affiliate (62,692) 164,335 230,517
Increase (decrease) in:
accrued interest (1,192) (7,477) (2,507)
accrued liabilities 4,500 (41,505) (5,495)
accrued liabilities - affiliate 6,547 (5,252) (14,928)
deferred rental income 139,263 (63,600) 66,816
----------- ----------- -----------
Net cash from operating activities $ 1,278,907 $ 1,589,085 1,630,707
----------- ----------- -----------
Cash flows from (used in) investing activities:
Purchase of equipment -- (13,636) --
Proceeds from equipment sales 122,608 130,216 1,419,490
----------- ----------- -----------
Net cash from investing activities 122,608 116,580 1,419,490
----------- ----------- -----------
Cash flows from (used in) financing activities
Proceeds from notes payable -- -- 112,170
Principal payments - notes payable (549,253) (658,491) (658,579)
Distributions paid (1,134,121) (1,890,203) (2,173,732)
----------- ----------- -----------
Net cash used in financing activities (1,683,374) (2,548,694) (2,720,141)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents (281,859) (843,029) 330,056
Cash and cash equivalents at beginning of year 712,472 1,555,501 1,225,445
----------- ----------- -----------
Cash and cash equivalents at end of year 430,613 712,472 1,555,501
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 34,920 $ 83,318 $ 106,275
=========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
December 31, 1995
NOTE 1 - ORGANIZATION AND PARTNERSHIP MATTERS
- ---------------------------------------------
The Partnership was organized as a limited partnership under the
Massachusetts Uniform Limited Partnership Act (the "Uniform Act") on December
31, 1986, 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 each from the General Partner (AFG Leasing
Associates II) and the Initial Limited Partner. The General Partner of the
Partnership is wholly owned by American Finance Group ("AFG"), a Massachusetts
partnership, and its Affiliates. On March 31, 1987, the Partnership issued
74,852 limited partnership units (the "Units") to 1,516 Limited Partners,
including four Units purchased by the Initial Limited Partner. Initially, the
General Partner had the following five general partners: AFG Leasing
Incorporated, a Massachusetts corporation, Kestutis J. Makaitis, Daniel J.
Roggemann, Martin F. Laughlin and Geoffrey A. MacDonald. Messrs. Makaitis,
Roggemann and Laughlin subsequently elected to withdraw as Individual General
Partners. The General Partner is not required to make any other capital
contributions except as may be required under the Uniform Act and Section 6.1(c)
of the Amended and Restated Agreement and Certificate of Limited Partnership
(the "Restated Agreement, as amended"). In accordance with the terms of the
Restated Agreement, as amended, AFG purchased 1,872 Units ($468,000) in the
Partnership, representing 2.5% of the total capital contributions received by
the Partnership. In 1995, AFG tendered all of its Units to Atlantic Acquisition
Limited Partnership. (See Note 4 herein.)
AFG is a successor to the business of American Finance Group, Inc., a
Massachusetts corporation engaged since its inception in 1980 in various aspects
of the equipment leasing business. In 1990, certain members of AFG's management,
principally Geoffrey A. MacDonald, Chief Executive Officer and co-founder of
AFG, established AFG Holdings (Massachusetts) Limited Partnership ("Holdings
Massachusetts") to acquire ownership and control of AFG. Holdings Massachusetts
effected this event by acquiring all of the equity interests of AFG's two
partners, AFG Holdings Illinois Limited Partnership ("Holdings Illinois") and
AFG Corporation. Holdings Massachusetts incurred significant indebtedness to
finance this acquisition, a significant portion of which was scheduled to mature
in 1995.
On December 16, 1994, the senior lender to Holdings Massachusetts (the
"Senior Lender") assumed control of its security interests in Holdings Illinois
and AFG Corporation and sold all such interests to GDE Acquisitions Limited
Partnership, a Massachusetts limited partnership owned and controlled entirely
by Gary D. Engle, President and member of the Executive Committee of AFG. As a
result of this transaction, GDE Acquisitions Limited Partnership acquired all of
the assets, rights and obligations of AFG from the Senior Lender and assumed
control of AFG. Geoffrey A. MacDonald remains as Chief Executive Officer of AFG
and member of its Executive Committee.
Significant operations commenced March 31, 1987 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 will be allocated 99% to the Limited Partners and 1% to the General
Partner until Payout and 85% to the Limited Partners and 15% to the General
Partner after Payout. Payout will occur when the Limited Partners have received
distributions equal to their original investment plus a cumulative annual return
of 10% (compounded daily) on undistributed invested capital.
Under the terms of a Management Agreement between the Partnership and
AFG, management services are provided by AFG to the Partnership at fees which
the General Partner believes to be competitive for similar services. (Also see
Note 4.)
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Statement of Cash Flows
- -----------------------
The Partnership considers liquid investment instruments purchased with a
maturity of three months or less to be cash equivalents. From time to time, the
Partnership invests excess cash with large institutional banks in reverse
repurchase agreements with overnight maturities. Under the terms of the
agreements, title to the underlying securities passes to the Partnership. The
securities underlying the agreements are book entry securities.
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
$3,419,781 are due as follows:
For the year ending December 31, 1996 $ 836,665
1997 813,373
1998 652,074
1999 647,199
2000 470,470
-----------
Total $ 3,419,781
===========
Future minimum rents include lease revenue to be generated from a
renegotiated and extended renewal with Northwest Airlines, Inc. The renewal
agreement will generate annual rental income to the Partnership of approximately
$601,000 each year through December 31, 1999, and approximately $451,000 during
the year ended December 31, 2000.
Revenue from major individual lessees which accounted for 10% or more of
lease revenue in each of the past three years is as follows:
1995 1994 1993
----------- ------------- -----------------
ING Aviation Lease $ 146,894 -- --
Northwest Airlines, Inc. $ 889,458 $ 1,033,947 $ 985,256
At December 31, 1993, the General Partner increased the aggregate amount
reserved against potentially uncollectable rents to $62,000. This caused a
decrease in lease revenue of $42,000 in 1993. This reserve was reviewed and
considered adequate at December 31, 1994. At December 31, 1995, the General
Partner determined a reserve of $18,000 was required. This caused an increase in
lease revenue of $44,000 in 1995. It cannot be determined whether the
Partnership will recover any past due rents in the future; however, the General
Partner will pursue the collection of all such items.
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.
-13-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
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 represents asset base price plus acquisition fees and was
determined in accordance with the Restated Agreement, as amended, and certain
regulatory guidelines. Asset base price is 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 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
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.
Depreciation
- ------------
The Partnership's depreciation policy is intended to allocate the cost
of equipment over the period during which it produces economic benefit. The
principal period of economic benefit is considered to correspond to each asset's
primary lease term, which term generally represents the period of greatest
revenue potential for each asset. Accordingly, 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.
Periodically, the General Partner evaluates the net carrying value of equipment
to determine whether it exceeds estimated net realizable value. Adjustments to
reduce the net carrying value of equipment are recorded in those instances where
estimated net realizable value is considered to be less than net carrying value.
Such adjustments are reflected separately on the accompanying Statement of
Operations as Write-Down of Equipment.
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.
Accrued Liabilities - Affiliate
- -------------------------------
Unpaid operating expenses paid by AFG on behalf of the Partnership are
reported as Accrued Liabilities- Affiliate. (See Note 4.)
Allocation of Profits and Losses
- --------------------------------
For financial statement purposes, net income or loss is allocated to
each Partner according to their respective ownership percentages (99% to the
Limited Partners and 1% to the General Partner). See Note 5 concerning
allocation of income or loss for income tax purposes.
-14-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Net Income and Cash Distributions Per Unit
- ------------------------------------------
Net income and cash distributions per Unit are based on 74,852 Units
outstanding during each of the three years in the period ended December 31, 1995
and computed after allocation of the General Partner's 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.
Impact of Recently Issued Accounting Standards
- ----------------------------------------------
In March 1995, the Financial Accounting Standards Board issued Statement
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The
Partnership will adopt Statement 121 in the first quarter of 1996 and, based on
current circumstances, does not believe the impact of adoption to be material to
the financial statements of the Partnership.
NOTE 3 - EQUIPMENT
- ------------------
The following is a summary of equipment owned by the Partnership at
December 31, 1995. In the opinion of AFG, the acquisition cost of the equipment
did not exceed its fair market value.
Lease
Term Equipment
Equipment Type (Months) at Cost Location
- --------------------------------- ---------- ----------- -------------------------------------------------
Aircraft 36-108 $ 9,414,460 MN/Foreign
Flight simulators 60 802,831 CT
Motor vehicles 12-72 679,830 IL
Communications 30-36 597,223 CT/DC/DE/MA/MD/MI/MN/NH/NJ
NY/PA/VA
Materials handling 1-60 321,389 CA/CT/FL/GA/MA/MO/NC/OH/TX
Construction & mining 12 314,762 NC
Trailers & intermodal containers 48-60 136,695 TX
Photocopying 1-36 104,511 IL/MI
Computers & peripherals 1-60 21,616 LA
Total equipment cost 12,393,317
Accumulated depreciation (7,908,452)
------------
Equipment, net of accumulated depreciation $ 4,484,865
============
-15-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
In certain cases, the cost of the Partnership's equipment represents a
proportionate ownership interest. The remaining interests are owned by AFG or an
affiliated equipment leasing program sponsored by AFG. 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. 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. At December 31, 1995, the Partnership's equipment
portfolio included equipment having a proportionate original cost of
$10,094,264, representing approximately 81% of total equipment cost.
Generally, the costs associated with maintaining, insuring and operating
the Partnership's equipment are incurred by the respective lessees pursuant to
terms specified in their individual lease agreements with the Partnership.
As equipment is sold to third parties or otherwise disposed of, the
Partnership recognizes 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 the sale or disposition. The ultimate realization of estimated
residual value in the equipment is dependent upon, among other things, AFG's
ability to maximize proceeds from selling or re-leasing the equipment upon
expiration of the primary lease terms. The summary above includes equipment held
for sale or re-lease which was fully depreciated and had an original cost of
approximately $68,000 at December 31, 1995. The General Partner is actively
seeking the sale or re-lease of all equipment not on lease.
The Partnership recorded a write-down of the carrying value of its
interest in an L1011-50 aircraft, representing an impairment, during the year
ended December 31, 1995. The resulting charge, $594,800 ($7.87 per limited
partnership unit) in 1995 was based on a comparison of the estimated net
realizable value and corresponding carrying value for the Partnership's interest
in the aircraft.
NOTE 4 - 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 three years in
the period ended December 31, 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
1995 1994 1993
--------- --------- ---------
Equipment management fees $ 68,443 $ 85,739 $ 82,493
Interest expense - affiliate -- 2,291 --
Administrative charges 20,772 12,000 14,955
Reimbursable operating expenses
due to third parties 88,101 114,048 88,554
--------- --------- ---------
Total $ 177,316 $ 214,078 $ 186,002
========= ========= =========
As provided under the terms of the Management Agreement, AFG is
compensated for its services to the Partnership. Such services include all
aspects of acquisition, management and sale of equipment. For acquisition
-16-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
services, AFG is compensated by an amount equal to 4.75% of Equipment Base Price
paid by the Partnership. For management services, AFG is compensated by an
amount equal to the lesser of (i) 5% of gross lease rental revenues earned by
the Partnership or (ii) fees which the General Partner reasonably believes to be
competitive for similar services for similar equipment. Both of these fees are
subject to certain limitations defined in the Management Agreement. Compensation
to AFG for services connected to the sale of equipment is calculated as the
lesser of (i) 3% of gross sale proceeds or (ii) one-half of reasonable brokerage
fees otherwise payable under arm's length circumstances. Payment of the
remarketing fee is subordinated to Payout and is subject to certain limitations
defined in the Management Agreement.
Interest expense - affiliate represents interest incurred on legal costs
in connection with a state sales tax dispute involving certain equipment owned
by the Partnership and other affiliated investment programs sponsored by AFG.
Legal costs incurred by AFG to resolve this matter and the interest thereon was
allocated to the Partnership and other affected investment programs.
Administrative charges represent amounts owed to AFG, pursuant to Section 9.4 of
the Restated Agreement, as amended, for persons employed by AFG who are 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 are reimbursed to AFG.
All equipment was acquired 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.
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 December 31, 1995, the Partnership was owed $175,884 by AFG for such funds
and the interest thereon. These funds were remitted to the Partnership in
January 1996.
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 (limited partners), sought to enjoin the
Offer and obtain unspecified monetary damages. A settlement of this litigation
was approved by the Court on November 15, 1995. 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
Plaintiffs have filed an appeal in this matter. The limited partners of the
Partnership tendered approximately 7,213 units or 9.64% of the total outstanding
units of the Partnership to AALP. The operations of the Partnership are not
expected to be adversely affected by these proceedings or settlements.
NOTE 5 - INCOME TAXES
- ---------------------
The Partnership is not a taxable entity for federal income tax purposes.
Accordingly, no provision for income taxes has been recorded in the accounts of
the Partnership.
-17-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
For financial statement purposes, the Partnership allocates net income
or loss to each class of partner according to their respective ownership
percentages (99% to the Limited Partners and 1% to the General Partner). This
convention differs 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 allocates net income or loss
in accordance with the provisions of such agreement. The Restated Agreement, as
amended, requires that upon dissolution of the Partnership, the General Partner
will be required to contribute to the Partnership an amount equal to the lesser
of a) any negative balance which may exist in the General Partner's tax capital
account or b) the excess of 1.01% of the total Capital Contributions contributed
by the Limited Partners over the Capital Contributions previously contributed by
the General Partner. At December 31, 1995, the General Partner had a positive
tax capital account balance.
The following is a reconciliation between net income reported for
financial statement and federal income tax reporting purposes for the years
ended December 31, 1995, 1994 and 1993:
1995 1994 1993
---------- ----------- -----------
Net income $ 30,531 $ 827,928 $ 824,703
Financial statement depreciation in
excess of tax depreciation 676,499 418,080 571,118
Write-down of equipment 594,800 -- --
Prepaid rental income 139,263 (63,600) 66,816
Other (44,008) (43,973) 493,456
---------- ----------- -----------
Net income for federal income tax
reporting purposes $ 1,397,085 $ 1,138,435 $ 1,956,093
=========== =========== ===========
The principal component of "Other" consists of the difference between
tax gain on equipment disposals and the financial statement gain on disposals.
The following is a reconciliation between partners' capital reported for
financial statement and federal income tax reporting purposes for the years
ended December 31, 1995 and 1994:
1995 1994
----------- -----------
Partners' capital $ 4,599,990 $ 5,703,580
Add back selling commissions and organization
and offering costs 2,177,684 2,177,684
Financial statement distributions in excess of
tax distributions 2,835 2,835
Cumulative difference between federal income tax
and financial statement income (loss) (4,267,577) (5,634,131)
----------- -----------
Partners' capital for federal income tax
reporting purposes $ 2,512,932 $ 2,249,968
=========== ===========
-18-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Financial statement distributions in excess of tax distributions and
cumulative difference between federal income tax and financial statement income
(loss) represent timing differences.
NOTE 6 - LEGAL PROCEEDINGS
- --------------------------
In 1991, a lessee of the Partnership, Healthcare Financial Services,
Inc. and Healthcare International, Inc., the guarantor of certain lease
obligations of Healthcare Financial Services, Inc., (collectively, the
"Debtors") filed for bankruptcy protection under Chapter 11 of the Bankruptcy
Code. The Partnership and certain other AFG-sponsored programs filed a proof of
claim in this case. The lessee's lease obligations with respect to certain
equipment, having a fully-depreciated original cost of $670,583 and representing
approximately 5% of the Partnership's aggregate equipment portfolio prior to its
sale, was partially assumed by a successor sub-lessee. The successor sub-lessee,
however, stopped paying rent with respect to the rental schedules and continued
to use the equipment. Therefore, AFG, on behalf of this and other AFG-sponsored
programs, filed a complaint on November 23, 1994 in the Superior Court of the
State of California to recover such unpaid rentals (including late fees,
interest and other related damages.) The Partnership sold $584,832 of other
equipment leased to the Debtors in 1994, which was fully depreciated, resulting
in a net gain of approximately $40,000 for financial statement purposes. The
Chapter 11 proceedings of the Debtors were dismissed on July 21, 1994. On
November 27, 1995, the Partnership sold the affected equipment recognizing a
nominal net gain for financial statement purposes. This bankruptcy did not have
a material adverse effect on the financial position of the Partnership.
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
Chapter 11 proceeding remains pending. Certain unpaid rents due to the
Partnership were scheduled by the Debtor as unsecured claims. Upon order of the
Bankruptcy 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 Court confirmed the Debtor's First Modified Plan of
Reorganization, as Amended and Modified, and the Partnership has received two of
the three scheduled payments from the Debtor with respect to its unsecured
claims. The Partnership's equipment portfolio includes equipment on lease to the
Debtor with an original cost of approximately $597,000, which is fully
depreciated for financial reporting purposes and represents approximately 5% of
the Partnership's aggregate equipment portfolio at December 31, 1995. All
scheduled renewal lease rents from the Debtor have been collected to date and
the Partnership has not experienced any material losses as a result of this
bankruptcy.
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
On January 1, 1995, AFG entered into a series of agreements with PLM
International, Inc., a Delaware corporation headquartered in San Francisco,
California ("PLM"), whereby PLM would: (i) purchase, in a multi-step
transaction, certain of AFG's assets and (ii) provide accounting, asset
management and investor services to AFG and certain of AFG's affiliates,
including the Partnership and all other equipment leasing programs managed by
AFG (the "Investment Programs").
On January 3, 1996, AFG and PLM executed an amendment to the 1995
agreements whereby PLM purchased: (i) AFG's lease origination business and
associated contracts, (ii) the rights to the name "American Finance Group" and
associated logo, and (iii) certain furniture, fixtures and computer software.
PLM hired AFG's marketing force and certain other support personnel effective
January 1, 1996 in connection with the transaction
-19-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
and relinquished its responsibilities under the 1995 agreements to provide
accounting, asset management and investor services to AFG, its affiliates and
the Investment Programs after December 31, 1995. Accordingly, AFG and its
affiliates retain ownership and control and all authority and rights with
respect to each of the general partners or managing trustees of the Investment
Programs; and AFG, as Manager, will continue to provide accounting, asset
management and investor services to the Partnership.
Pursuant to the 1996 amendment to the 1995 agreements, AFG and certain
of its affiliates agreed not to compete with the lease origination business sold
to PLM for a period of five years. AFG reserved the right to satisfy all
equipment needs of the Partnership and all other Investment Programs and
reserved certain other rights not material to the Partnership. AFG also agreed
to change its name, except where it is used in connection with the Investment
Programs. AFG's management considers the amendment to the 1995 agreements to be
in the best interest of AFG and the Partnership.
-20-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH GENERATED TO COST
OF EQUIPMENT DISPOSED
for the years ended December 31, 1995, 1994 and 1993
The Partnership classifies all rents from leasing equipment as lease
revenue. Upon expiration of the primary lease terms, equipment may be 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 revenues, represent 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 in the years ended December 31, 1995, 1994 and 1993.
1995 1994 1993
----------- ----------- -----------
Rents earned prior to disposal of equipment,
net of interest charges $ 2,830,161 $ 2,433,734 $ 4,747,859
Sale proceeds realized upon disposition
of equipment 122,608 130,216 1,419,490
----------- ----------- -----------
Total cash generated from rents and
equipment sale proceeds 2,952,769 2,563,950 6,167,349
Original acquisition cost of
equipment disposed 2,629,071 2,099,226 4,600,946
----------- ----------- -----------
Excess of total cash generated to cost of
equipment disposed $ 323,698 $ 464,724 $ 1,566,403
=========== =========== ===========
-21-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
STATEMENT OF CASH AND DISTRIBUTABLE CASH FROM OPERATIONS,
SALES AND REFINANCINGS
for the year ended December 31, 1995
Sales and
Operations Refinancings Total
---------------- --------------- ---------------
Net income (loss) $ (92,077) $ 122,608 $ 30,531
Add back:
Depreciation 689,756 -- 689,756
Write-down of equipment 594,800 -- 594,800
Decrease in allowance for doubtful accounts (44,000) -- (44,000)
Management fees 68,443 -- 68,443
Less:
Principal reduction of notes payable (549,253) -- (549,253)
---------------- --------------- ---------------
Cash from operations, sales
and refinancings 667,669 122,608 790,277
Less:
Management fees (68,443) -- (68,443)
---------------- --------------- ---------------
Distributable cash from operations, sales
and refinancings 599,226 122,608 721,834
Other sources and uses of cash:
Cash at beginning of year 712,472 -- 712,472
Net change in receivables and accruals 130,428 -- 130,428
Less:
Cash distributions paid (1,011,513) (122,608) (1,134,121)
---------------- --------------- ---------------
Cash at end of year $ 430,613 -- $ 430,613
================ =============== ===============
-22-
AMERICAN INCOME 8 LIMITED PARTNERSHIP
SCHEDULE OF COSTS REIMBURSED TO THE
GENERAL PARTNER AND ITS AFFILIATES AS REQUIRED
BY SECTION 9.4 OF THE AMENDED AND RESTATED
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
December 31, 1995
For the year ended December 31, 1995, the Partnership reimbursed the
General Partner and its Affiliates for the following costs:
Operating expenses $ 95,706
-23-