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, 1997
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, 1997 Commission File No. 0-20029
American Income Fund I-E, a Massachusetts Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3127244
- --------------------------------------- ------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
88 Broad Street, Boston, MA 02110
- --------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
98 North Washington Street, Boston, MA 02114
- --------------------------------------------------------------------------------
(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 FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 1997 and December 31, 1996 3
Statement of Operations
for the three and six months ended June 30, 1997 and 1996 4
Statement of Cash Flows
for the six months ended June 30, 1997 and 1996 5
Notes to the Financial Statements 6-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-15
PART II. OTHER INFORMATION:
Items 1 - 6 16
2
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
STATEMENT OF FINANCIAL POSITION
June 30, 1997 and December 31, 1996
(Unaudited)
June 30, December 31,
1997 1996
------------ ------------
ASSETS
Cash and cash equivalents $ 2,365,223 $ 1,838,896
Rents receivable 918,251 864,959
Accounts receivable - affiliate 720,201 239,386
Note receivable - Banyan 938,718 --
Investment in Banyan 638,615 --
Equipment at cost, net of accumulated depreciation
of $10,772,032 and $14,050,647 at June 30, 1997
and December 31, 1996, respectively 10,812,940 15,131,587
------------ ------------
Total assets $ 16,393,948 $ 18,074,828
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 4,881,450 $ 6,586,970
Accrued interest 60,969 96,123
Accrued liabilities 15,000 23,250
Accrued liabilities - affiliate 17,520 34,223
Deferred rental income 52,083 155,008
Cash distributions payable to partners 313,993 313,993
------------ ------------
Total liabilities 5,341,015 7,209,567
------------ ------------
Partners' capital (deficit):
General Partner (421,704) (431,088)
Limited Partnership Interests
(883,829.31 Units; initial purchase price of $25 each) 11,474,637 11,296,349
------------ ------------
Total partners' capital 11,052,933 10,865,261
------------ ------------
Total liabilities and partners' capital $ 16,393,948 $ 18,074,828
============ ============
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
STATEMENT OF OPERATIONS
for the three and six months ended June 30, 1997 and 1996
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
----------- ---------- ----------- ----------
Income:
Lease revenue $ 1,675,654 $1,356,132 $ 3,093,036 $2,660,995
Interest income 21,076 27,182 45,608 94,473
Interest income - affiliate -- 4,615 -- 9,230
Gain (loss) on sale/exchange of equipment (496,873) 39,921 (455,135) 27,017
----------- ---------- ----------- ----------
Total income 1,199,857 1,427,850 2,683,509 2,791,715
----------- ---------- ----------- ----------
Expenses:
Depreciation and amortization 675,790 954,100 1,506,373 1,875,163
Interest expense 112,664 194,200 192,693 292,620
Equipment management fees
- affiliate 47,868 38,830 93,647 75,832
Operating expenses - affiliate 50,391 49,233 75,138 72,705
----------- ---------- ----------- ----------
Total expenses 886,713 1,236,363 1,867,851 2,316,320
----------- ---------- ----------- ----------
Net income $ 313,144 $ 191,487 $ 815,658 $ 475,395
=========== ========== =========== ==========
Net income
per limited partnership unit $ 0.34 $ 0.21 $ 0.88 $ 0.51
=========== ========== =========== ==========
Cash distributions declared
per limited partnership unit $ 0.34 $ 0.69 $ 0.68 $ 1.37
=========== ========== =========== ==========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(Unaudited)
1997 1996
----------- -----------
Cash flows from (used in) operating activities:
Net income $ 815,658 $ 475,395
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 1,506,373 1,875,163
(Gain) loss on sale/exchange of equipment 455,135 (27,017)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable (53,292) 173,214
accounts receivable - affiliate (480,815) (175,101)
Increase (decrease) in:
accrued interest (35,154) 30,210
accrued liabilities (8,250) (9,270)
accrued liabilities - affiliate (16,703) 1,485
deferred rental income (102,925) 18,871
----------- -----------
Net cash from operating activities 2,080,027 2,362,950
----------- -----------
Cash flows from (used in) investing activities:
Investment in Banyan stock (638,615) --
Note receivable - Banyan (938,718) --
Purchase of equipment -- (37,677)
Proceeds from equipment sales/exchange 2,357,139 83,775
----------- -----------
Net cash from investing activities 779,806 46,098
----------- -----------
Cash flows used in financing activities:
Principal payments - notes payable (1,705,520) (1,541,893)
Distributions paid (627,986) (1,279,226)
----------- -----------
Net cash used in financing activities (2,333,506) (2,821,119)
----------- -----------
Net increase (decrease) in cash and cash equivalents 526,327 (412,071)
Cash and cash equivalents at beginning of period 1,838,896 2,189,633
----------- -----------
Cash and cash equivalents at end of period $ 2,365,223 $ 1,777,562
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 227,847 $ 262,410
=========== ===========
Supplemental disclosure of investing and financing activities:
At December 31, 1995, the Partnership held $1,276,051 in a special-purpose
escrow account pending the completion of an aircraft exchange (See Results
of Operations). The Partnership completed the exchange in March 1996
obtaining interests in aircraft at an aggregate cost of $5,086,706,
utilizing cash of $1,313,728 (including the escrowed funds) and
third-party financing of $3,772,978.
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
Notes to the Financial Statements
June 30, 1997
(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 1996 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1996 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, 1997 and December 31, 1996 and results of operations for
the three and six months ended June 30, 1997 and 1996 have been made and are
reflected.
NOTE 2 - CASH
At June 30, 1997, the Partnership had $2,260,000 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. Rents from Reno Air, Inc. ("Reno Air"), as provided for in the lease
agreement, are adjusted monthly for changes in the London Inter-Bank Offered
Rate ("LIBOR"). Future rents from Reno Air, included below, reflect the most
recent LIBOR effected rental payment. The leases are accounted for as operating
leases and are noncancellable. Rents received prior to their due dates are
deferred. Future minimum rents of $6,523,494 are due as follows:
For the year ending June 30, 1998 $ 2,359,906
1999 1,479,304
2000 837,509
2001 640,277
2002 640,277
Thereafter 566,221
-----------
Total $ 6,523,494
===========
NOTE 4 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at June
30, 1997. In the opinion of Equis Financial Group Limited Partnership ("EFG"),
the acquisition cost of the equipment did not exceed its fair market value.
6
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
Lease Term Equipment
Equipment Type (Months) at Cost
- ---------------------------------- ---------- ------------
Aircraft 39-81 $ 8,697,671
Materials handling 8-60 4,190,929
Construction & mining 24-72 1,879,528
Trailers and intermodal containers 78-99 1,766,036
Locomotives 60 1,572,196
General purpose plant/warehouse 72 1,193,417
Tractors & heavy duty trucks 60-78 807,848
Retail store fixtures 48 687,947
Communications 12-44 659,442
Computers & peripherals 1-36 65,063
Photocopying 12-36 64,895
------------
Total equipment cost 21,584,972
Accumulated depreciation (10,772,032)
------------
Equipment, net of accumulated depreciation $ 10,812,940
============
At June 30, 1997, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $11,205,958, representing approximately
52% of total equipment cost.
The summary above includes equipment held for sale or re-lease with a cost
and net book value of approximately $1,281,000 and $184,000, respectively, at
June 30, 1997. The General Partner is actively seeking the sale or re-lease of
all equipment not on lease.
NOTE 5 - INVESTMENT IN BANYAN
On April 30, 1997, the vessel partnerships, in which the Partnership and
certain affiliated investment programs are limited partners and through which
the Partnership and the affiliated investment programs shared economic interests
in three cargo vessels (the "Vessels") leased by KGJS/Gearbulk Holdings Limited
(the "Lessee"), exchanged their ownership interests in the Vessels for aggregate
consideration of $11,565,375, including 1,987,000 shares (at $1.50 per share) of
common stock in Banyan Strategic Land Fund II ("Banyan") and a purchase money
note of $8,219,500 (the "Note"). Banyan is a Delaware corporation organized on
April 14, 1987 and has its common stock listed on NASDAQ. Banyan holds certain
real estate investments, the most significant being a 274 acre site near Malibu,
California ("Rancho Malibu").
The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Banyan or by any other party that otherwise would not have
been paid to EFG had the Partnership sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on May 6,
1997 and May 12, 1997. The Note was repaid with $3,800,000 of cash and delivery
of a $4,419,500 note from Banyan (the "Banyan Note").
7
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
As a result of the exchange transaction and its original 67% beneficial
ownership interest in Hato Arrow, one of the three Vessels, the Partnership
received $879,195 in cash, is the beneficial owner of 425,743 shares of Banyan
common stock valued at $638,615 ($1.50 per share) and holds a beneficial
interest in the Banyan Note of $938,718.
Cash equal to the amount of the Banyan Note is being held in escrow for the
benefit of Banyan in a segregated account pending the outcome of certain
shareholder proposals. Specifically, as part of the exchange, Banyan agreed to
seek consent ("Consent") from its shareholders to: (1) amend its certificate of
incorporation and by-laws; (2) make additional amendments to restrict the
acquisition of its common stock in a way to protect Banyan's net operating loss
carry-forwards, and (3) engage EFG to provide administrative services to Banyan,
which services EFG will provide at cost. If the Consent is not obtained,
repayment of the Banyan Note will be accelerated and repaid from the cash held
in the segregated account. If the Consent is obtained, the Banyan Note will be
amortized over three years and bear an annual interest rate of 10%.
In connection with the Banyan transaction, Gary D. Engle, President and
Chief Executive Officer of EFG, joined the Board of Directors of Banyan and
James A. Coyne, Senior Vice President of EFG became Banyan's Chief Operating
Officer. The agreement also provides that a majority of the Board of Directors
remain independent of Banyan and EFG. Provided Consent is received by December
31, 1997, Banyan has agreed to declare a $0.20 per share dividend to be paid on
all shares, including those beneficially owned by the Partnership.
The General Partner believes that the underlying tangible assets of Banyan,
particularly the Rancho Malibu property, can be sold or developed on a tax free
basis due to Banyan's net operating loss carryforwards and can provide an
attractive economic return to the Partnership.
NOTE 6 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership are paid by EFG on
behalf of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during each of the six month periods
ended June 30, 1997 and 1996, which were paid or accrued by the Partnership to
EFG or its Affiliates, are as follows:
1997 1996
--------- ---------
Equipment management fees $ 93,647 $ 75,832
Administrative charges 29,664 10,500
Reimbursable operating expenses
due to third parties 45,474 62,205
--------- ---------
Total $ 168,785 $ 148,537
========= =========
During the six months ended June 30, 1996, the Partnership earned interest
income of $9,230, on a note receivable from EFG resulting from a settlement with
ICCU Containers, S.p.A, a former lessee of the Partnership and an affiliate of
which was a former partner in American Finance Group.
All rents and proceeds from the sale of equipment are paid directly to
either EFG or to a lender. EFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At June 30, 1997, the Partnership was owed $720,201 by EFG for such funds and
the interest thereon. These funds were remitted to the Partnership in July 1997.
8
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
NOTE 7 - NOTES PAYABLE
Notes payable at June 30, 1997 consisted of installment notes of $4,881,450
payable to banks and institutional lenders. The installment notes bear interest
rates ranging between 7.35% and 8.95%, except for one note which bears a
fluctuating interest rate based on LIBOR plus a margin (5.69% at June 30, 1997).
All of the installment notes are non-recourse and are collateralized by the
equipment and assignment of the related lease payments. Generally, the
installment notes will be fully amortized by noncancellable rents. However, the
Partnership has balloon payment obligations at the expiration of the primary
lease terms related to aircraft leased to Finnair OY and Reno Air of $922,830
and $555,597, respectively. The carrying amount of notes payable approximates
fair value at June 30,1997.
The annual maturities of the installment notes payable are as follows:
For the year ending June 30, 1998 $ 1,486,564
1999 1,856,317
2000 388,964
2001 242,344
2002 262,082
Thereafter 645,179
-----------
Total $ 4,881,450
===========
NOTE 8 - LEGAL PROCEEDINGS
On July 27, 1995, EFG, on behalf of the Partnership and other EFG-sponsored
investment programs, filed an action in the Commonwealth of Massachusetts
Superior Court Department of the Trial Court in and for the County of Suffolk,
for damages and declaratory relief against a lessee of the Partnership, National
Steel Corporation ("National Steel"), under a certain Master Lease Agreement
("MLA") for the lease of certain equipment. EFG is seeking the reimbursement by
National Steel of certain sales and/or use taxes paid to the State of Illinois
and other remedies provided by the MLA. On August 30, 1995, National Steel filed
a Notice of Removal which removed the case to the United States District Court,
District of Massachusetts. On September 7, 1995, National Steel filed its Answer
to EFG's Complaint along with Affirmative Defenses and Counterclaims, seeking
declaratory relief and alleging breach of contract, implied covenant of good
faith and fair dealing and specific performance. EFG filed its Answer to these
counterclaims on September 29, 1995. Though the parties have been discussing
settlement with respect to this matter for some time, to date, the negotiations
have been unsuccessful. Notwithstanding these discussions, EFG recently filed an
Amended and Supplemental Complaint alleging a further default by National Steel
under the MLA and EFG recently filed a Summary Judgment on all claims and
counterclaims. The matter remains pending before the Court. The Partnership has
not experienced any material losses as a result of this action.
On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited partner
units or beneficiary interests in eight investment programs sponsored by EFG
filed a lawsuit, as a derivative action, on behalf of the Partnership and 27
other investment programs (collectively, the "Nominal Defendants") in the
Superior Court of the Commonwealth of Massachusetts for the County of Suffolk
against EFG and certain of EFG's affiliates, including the General Partner
9
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
of the Partnership and four other wholly-owned subsidiaries of EFG which are the
general partner or managing trustee of one or more of the investment programs,
(collectively, the "Managing Defendants"), and certain other entities and
individuals that have control of the Managing Defendants and the Nominal
Defendants (the "Controlling Defendants"). The Plaintiffs assert claims of
breach of fiduciary duty, breach of contract, unjust enrichment, and equitable
relief and seek various remedies, including compensatory and punitive damages to
be determined at trial.
The General Partner and EFG are in the early stages of evaluating the
nature and extent of the claims asserted in this lawsuit and cannot predict its
outcome with any degree of certainty. However, based upon all of the facts
presently being considered by management, the General Partner and EFG do not
believe that any likely outcome will have a material adverse effect on the
Partnership. The General Partner, EFG and their affiliates intend to vigorously
defend against the lawsuit.
10
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Certain statements in this quarterly report that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to a variety of risks
and uncertainties. There are a number of important factors that could cause
actual results to differ materially from those expressed in any forward-looking
statements made herein. These factors include, but are not limited to, the
ability of EFG to collect all rents due under the attendant lease agreements and
successfully remarket the Partnership's equipment upon the expiration of such
leases.
Three and six months ended June 30, 1997 compared to the three and six months
ended June 30, 1996:
Overview
The Partnership was organized in 1991 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. The value of the
Partnership's equipment portfolio decreases over time due to depreciation
resulting from age and usage of the equipment, as well as technological changes
and other market factors. In addition, the Partnership does not replace
equipment as it is sold; therefore, its aggregate investment value in equipment
declines from asset disposals occurring in the normal course. As a result of the
Partnership's age and a declining equipment portfolio, the General Partner is
evaluating a variety of transactions that will reduce the Partnership's
prospective costs to operate as a publicly registered limited partnership and,
therefore, enhance overall cash distributions to the limited partners. Such a
transaction may involve the sale of the Partnership's remaining equipment or a
transaction that would allow for the consolidation of the Partnership's expenses
with other similarly-organized equipment leasing programs. In order to increase
the marketability of the Partnership's remaining equipment, the General Partner
expects to use the Partnership's available cash and future cash flow to retire
indebtedness. This will negatively effect short-term cash distributions.
Results of Operations
For the three and six months ended June 30, 1997, the Partnership
recognized lease revenue of $1,675,654 and $3,093,036, respectively, compared to
$1,356,132 and $2,660,995 for the same periods in 1996. The increase in lease
revenue from 1996 to 1997 reflects the receipt in 1997 of prepaid contractual
rental obligations of $878,320 associated with the sale of its interest in a
vessel (see discussion below) and an aircraft exchange concluded in March 1996
offset by lease term expirations and equipment sales. As a result of the
exchange, the Partnership replaced its ownership interest in a Boeing 747-SP
aircraft, with interests in six other aircraft (three Boeing 737 aircraft leased
by Southwest Airlines, Inc., two McDonnell Douglas MD-82 aircraft leased by
Finnair OY and one McDonnell Douglas MD-87 aircraft leased by Reno Air, Inc.).
The Southwest Aircraft were exchanged into the Partnership in 1995, while the
Finnair Aircraft and the Reno Aircraft were exchanged into the Partnership on
March 25 and March 26, 1996, respectively. Accordingly, revenue for the six
months ended June 30, 1996 reflected only a portion of the rents ultimately
earned from the like-kind exchange. In aggregate, the replacement aircraft
generated approximately $258,000 and $524,000 of lease revenue during the three
and six months ended June 30, 1997, respectively, compared to approximately
$196,000 and $281,000 for the same periods in 1996. In the future, lease revenue
will decline due to primary and renewal lease term expirations and the sale of
equipment.
11
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 EFG or an affiliated equipment leasing program
sponsored by EFG. 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 and six months ended June 30, 1997, the Partnership earned
interest income of $21,076 and $45,608, respectively, compared to $27,182 and
$94,473 for the corresponding periods in 1996. Interest income is typically
generated from temporary investment of rental receipts and equipment sales
proceeds in short-term instruments. Interest income in 1996 included interest of
$36,763 earned on cash held in a special-purpose escrow in connection with the
like-kind exchange transaction, discussed above. During the three and six months
ended June 30, 1996, the Partnership earned interest income of $4,615 and
$9,230, respectively, on a note receivable from EFG resulting from a settlement
with ICCU Containers S.p.A., a former lessee of the Partnership whose affiliate
was a former partner in American Finance Group. All amounts due from EFG
pursuant to this note were received at December 31, 1996. The amount of future
interest income is expected to fluctuate in relation to prevailing interest
rates, the collection of lease revenue, and the proceeds from equipment sales.
During the three and six months ended June 30, 1997, the Partnership sold
or exchanged equipment having a net book value of $2,781,562 and $2,812,274,
respectively, to existing lessees and third parties. These transactions resulted
in a net loss, for financial statement purposes, of $496,873 and $455,135,
respectively. The equipment transactions included the Partnership's interest in
a vessel with an original cost and net book value of $5,160,573 and $2,386,249,
respectively. In connection with this transaction, the Partnership realized
proceeds of $1,578,208, which resulted in a net loss, for financial statement
purposes, of $808,041. In addition, as this vessel was disposed of prior to the
expiration of the related lease term, the Partnership received a prepayment of
the remaining contracted rent due under the vessel's lease agreement, as
described above. See below for further discussion related to the vessel.
On April 30, 1997, the vessel partnerships, in which the Partnership and
certain affiliated investment programs are limited partners and through which
the Partnership and the affiliated investment programs shared economic interests
in three cargo vessels (the "Vessels") leased by KGJS/Gearbulk Holdings Limited
(the "Lessee"), exchanged their ownership interests in the Vessels for aggregate
consideration of $11,565,375, including 1,987,000 shares (at $1.50 per share) of
common stock in Banyan Strategic Land Fund II ("Banyan") and a purchase money
note of $8,219,500 (the "Note"). Banyan is a Delaware corporation organized on
April 14, 1987 and has its common stock listed on NASDAQ. Banyan holds certain
real estate investments, the most significant being a 274 acre site near Malibu,
California ("Rancho Malibu").
The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Banyan or by any other party that otherwise would not have
been paid to EFG had the Partnership sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on May 6,
1997 and May 12, 1997. The Note was repaid with $3,800,000 of cash and delivery
of a $4,419,500 note from Banyan (the "Banyan Note").
12
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
As a result of the exchange transaction and its original 67% beneficial
ownership interest in Hato Arrow, one of the three Vessels, the Partnership
received $879,195 in cash and is the beneficial owner of 425,743 shares of
Banyan common stock valued at $638,615 ($1.50 per share) and holds a beneficial
interest in the Banyan Note of $938,718.
Cash equal to the amount of the Banyan Note is being held in escrow for the
benefit of Banyan in a segregated account pending the outcome of certain
shareholder proposals. Specifically, as part of the exchange, Banyan agreed to
seek consent ("Consent") from its shareholders to: (1) amend its certificate of
incorporation and by-laws; (2) make additional amendments to restrict the
acquisition of its common stock in a way to protect Banyan's net operating loss
carry-forwards, and (3) engage EFG to provide administrative services to Banyan,
which services EFG will provide at cost. If the Consent is not obtained,
repayment of the Banyan Note will be accelerated and repaid from the cash held
in the segregated account. If the Consent is obtained, the Banyan Note will be
amortized over three years and bear an annual interest rate of 10%.
The General Partner believes that the underlying tangible assets of Banyan,
particularly the Rancho Malibu property, can be sold or developed on a tax free
basis due to Banyan's net operating loss carryforwards and can provide an
attractive economic return to the Partnership.
During the three and six months ended June 30, 1996, the Partnership sold
equipment having a net book value of $22,329 and $56,758 to existing lessees and
third parties. These sales resulted in a net gain, for financial statement
purposes, of $39,921 and $27,017, 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 EFG'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. EFG 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 may not be indicative of the total
residual value the Partnership achieved from leasing the equipment.
Depreciation and amortization expense for the three and six months ended
June 30, 1997 was $675,790 and $1,506,373, respectively, compared to $954,100
and $1,875,163 for the same periods in 1996. 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 at the date of primary lease expiration on
a straight-line basis over such term. For purposes of this policy, estimated
residual values represent estimates of equipment values at the date of primary
lease expiration. To the extent that equipment is
13
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 $112,664 and $192,693, or 6.7% and 6.2% of lease
revenue for the three and six months ended June 30, 1997, respectively, compared
to $194,200 and $292,620, or 14.3% and 11% of lease revenue for the same periods
in 1996. Interest expense in future periods will continue to decline in amount
and as a percentage of lease revenue as the principal balance of notes payable
is reduced through the application of rent receipts to outstanding debt. In
addition, the General Partner expects to use a portion of the Partnership's
available cash and future cash flow to retire indebtedness (see Overview).
Management fees were approximately 2.9% and 3% of lease revenue for the
three and six month periods ended June 30, 1997, compared to 2.9% of lease
revenue for each of the same periods in 1996. 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.
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 3% and 2.4% of lease
revenue for the three and six months ended June 30, 1997, respectively, compared
to 3.6% and 2.7% of lease revenue for the same periods in 1996. 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 $2,080,027 and $2,362,950 for the six
months ended June 30, 1997 and 1996, respectively. Future renewal, re-lease and
equipment sale activities will continue to cause a gradual 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 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 expended for equipment acquisitions and cash realized from asset
disposal transactions are reported under investing activities on the
accompanying Statement of Cash Flows. During the six months ended
14
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
June 30, 1997, the Partnership realized net cash proceeds of $2,357,139,
including proceeds from the exchange transaction, compared to $83,775 for the
same period in 1996. 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. During the six
months ended June 30, 1996, the Partnership expended $37,677 in cash in
connection with the like-kind exchange transactions referred to above. There
were no equipment acquisitions in the corresponding period in 1997.
As a result of the exchange transaction (see Results of Operations) the
Partnership became the beneficial owner of 425,743 shares of Banyan common stock
valued at $638,615 ($1.50 per share) and holds a beneficial interest in the
Banyan Note of $938,718.
The Partnership obtained long-term financing in connection with certain
equipment leases. The repayments of principal are reported as a component of
financing activities. Each note payable is recourse only to the specific
equipment financed and to the minimum rental payments contracted to be received
during the debt amortization period (which period generally coincides with the
lease rental term). As rental payments are collected, a portion or all of the
rental payment is used to repay the associated indebtedness. In future periods,
the amount of cash used to repay debt obligations is scheduled to decline as the
principal balance of notes payable is reduced through the collection and
application of rents. However, the amount of cash to repay debt obligations may
fluctuate due to the use of the Partnership's available cash and future cash
flow to retire indebtedness (see Overview). In addition, the Partnership has
balloon payment obligations at the expiration of the respective primary lease
terms related to the Finnair Aircraft and the Reno Aircraft of $922,830 and
$555,597, respectively.
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, 1997, the Partnership declared
total cash distributions of Distributable Cash From Operations and Distributable
Cash From Sales and Refinancings of $627,986. In accordance with the Amended and
Restated Agreement and Certificate of Limited Partnership, the Limited Partners
were allocated 95% of these distributions, or $596,587 and the General Partner
was allocated 5%, or $31,399. The second quarter 1997 cash distribution was paid
on July 14, 1997.
Cash distributions paid to the Limited Partners consist of both a return of
and a return on 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 EFG 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. 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.
15
AMERICAN INCOME FUND I-E,
a Massachusetts Limited Partnership
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 8 herein.
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
16
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 FUND I-E, a Massachusetts Limited Partnership
By: AFG Leasing VI Incorporated, a Massachusetts
corporation and the General Partner of
the Registrant.
By: /s/ Michael J. Butterfield
--------------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 14, 1997
--------------------------------------------
By: /s/ Gary M. Romano
--------------------------------------------
Gary M. Romano
Clerk of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 14, 1997
--------------------------------------------