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. 0-19134
American Income Partners V-C Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3077437
- ------------------------------------- ------------------
(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 PARTNERS V-C 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 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION:
Items 1 - 6 13
AMERICAN INCOME PARTNERS V-C 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 $ 1,509,940 $ 1,584,360
Rents receivable, net of allowance for
doubtful accounts of $15,000 52,503 37,611
Accounts receivable - affiliate 149,609 76,774
Equipment at cost, net of accumulated depreciation
of $7,316,636 and $7,893,295 at June 30, 1997
and December 31, 1996, respectively 587,663 943,331
----------- -----------
Total assets $ 2,299,715 $ 2,642,076
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ -- $ 329,370
Accrued interest -- 2,609
Accrued liabilities 15,000 26,950
Accrued liabilities - affiliate 14,086 14,814
Deferred rental income 9,750 33,634
Cash distributions payable to partners 110,184 110,184
----------- -----------
Total liabilities 149,020 517,561
----------- -----------
Partners' capital (deficit):
General Partner (923,975) (925,284)
Limited Partnership Interests
(930,443 Units; initial purchase price of $25 each) 3,074,670 3,049,799
----------- -----------
Total partners' capital 2,150,695 2,124,515
----------- -----------
Total liabilities and partners' capital $ 2,299,715 $ 2,642,076
=========== ===========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME PARTNERS V-C 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 $290,186 $676,342 $577,945 $1,400,365
Interest income 18,236 24,238 38,114 38,986
Gain on sale of equipment 35,446 10,642 53,722 89,244
-------- -------- -------- ----------
Total income 343,868 711,222 669,781 1,528,595
-------- -------- -------- ----------
Expenses:
Depreciation 130,315 344,561 276,824 704,225
Interest expense -- 17,118 4,587 30,436
Equipment management fees
- affiliate 11,583 30,486 23,134 71,079
Operating expenses - affiliate 47,502 20,287 118,688 102,000
-------- -------- -------- ----------
Total expenses 189,400 412,452 423,233 907,740
-------- -------- -------- ----------
Net income $154,468 $298,770 $246,548 $ 620,855
======== ======== ======== ==========
Net income
per limited partnership unit $ 0.16 $ 0.31 $ 0.25 $ 0.63
======== ======== ======== ==========
Cash distributions declared
per limited partnership unit $ 0.11 $ 0.37 $ 0.22 $ 0.75
======== ======== ======== ==========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME PARTNERS V-C 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 $ 246,548 $ 620,855
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 276,824 704,225
Gain on sale of equipment (53,722) (89,244)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable (14,892) 110,579
accounts receivable - affiliate (72,835) (84,674)
Increase (decrease) in:
accrued interest (2,609) (1,545)
accrued liabilities (11,950) 12,078
accrued liabilities - affiliate (728) 3,963
deferred rental income (2,318) 7,812
----------- -----------
Net cash from operating activities 364,318 1,284,049
----------- -----------
Cash flows from (used in) investing activities:
Purchase of equipment -- (65,700)
Proceeds from equipment sales 111,000 127,530
----------- -----------
Net cash from investing activities 111,000 61,830
----------- -----------
Cash flows used in financing activities:
Principal payments - notes payable (329,370) (185,901)
Distributions paid (220,368) (856,987)
----------- -----------
Net cash used in financing activities (549,738) (1,042,888)
----------- -----------
Net increase (decrease) in cash and cash equivalents (74,420) 302,991
Cash and cash equivalents at beginning of period 1,584,360 1,173,376
----------- -----------
Cash and cash equivalents at end of period $ 1,509,940 $ 1,476,367
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,196 $ 31,981
=========== ===========
Supplmental disclosure of non-cash activities:
The Partnership received $21,566 from a lessee prior to the first quarter
of 1997, representing an equipment purchase option. These funds were
classified as deferred rental income on the Statement Financial Position at
December 31, 1996. During the six months ended June 30, 1997, the
Partnership sold the equipment and such funds were recognized as sales
proceeds.
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME PARTNERS V-C 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 month periods ended June 30, 1997 and 1996 have been made and
are reflected.
NOTE 2 - CASH
At June 30, 1997, the Partnership had $1,405,000 invested in reverse
repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government securities.
NOTE 3 - REVENUE RECOGNITION
Rents are payable to the Partnership monthly or quarterly and no
significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. Future minimum rents of $791,975
are due as follows:
For the year ending June 30, 1998 $ 615,148
1999 120,843
2000 32,248
2001 23,736
----------
Total $ 791,975
==========
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 PARTNERS V-C LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Lease Term Equipment
Equipment Type (Months) at Cost
- --------------------------- ---------- ---------
Construction & mining 6-84 $ 2,399,164
Aircraft 1-36 2,132,292
Communications 12-84 1,278,342
Retail store fixtures 12-72 1,144,958
Materials handling 1-60 731,956
Motor vehicles 36 212,027
Computers and peripherals 12-60 5,560
-----------
Total equipment cost 7,904,299
Accumulated depreciation (7,316,636)
-----------
Equipment, net of accumulated depreciation $ 587,663
===========
At June 30, 1997, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $2,132,292, representing approximately
27% of total equipment cost.
At June 30, 1997, the Partnership was not holding any equipment not
subjected to a lease and no equipment was held for sale or re-lease.
NOTE 5 - 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 $ 23,134 $ 71,079
Administrative charges 25,080 10,500
Reimbursable operating expenses
due to third parties 93,608 91,500
-------- --------
Total $141,822 $173,079
======== ========
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 $149,609 by EFG for such funds and
the interest thereon. These funds were remitted to the Partnership in July 1997.
7
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 6 - LEGAL PROCEEDINGS
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 of
the Partnership and four other wholly-owned subsidiaries of EFG which are
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.
8
AMERICAN INCOME PARTNERS V-C 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 1990 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The Partnership's stated investment
objectives and policies contemplated that the Partnership would wind-up its
operations within approximately seven years of its inception. Accordingly, the
General Partner is pursuing the remarketing of all of the Partnership's
remaining equipment and expects to engage an investment advisor to provide
assistance and evaluate alternative remarketing strategies. Currently, the
General Partner anticipates that it will wind-up the operations of the
Partnership and make a liquidating distribution to the Partners, net of any cash
reserves which the General Partner may consider appropriate, within the next
twelve months and possibly by December 31, 1997.
Results of Operations
For the three and six months ended June 30, 1997, the Partnership
recognized lease revenue of $290,186 and $577,945, respectively, compared to
$676,342 and $1,400,365 for the same periods in 1996. The decrease in lease
revenue from 1996 to 1997 was expected and resulted principally from renewal
lease term expirations and the sale of equipment. The Partnership also earns
interest income from temporary investments of rental receipts and equipment
sales proceeds in short-term instruments.
The Partnership's equipment portfolio includes certain assets in which the
Partnership holds a proportionate ownership interest. In such cases, the
remaining interests are owned by 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 months ended June 30, 1997, the Partnership sold equipment
having a net book value of $554 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $35,446
compared to a net gain of $10,642 on equipment having a net book value of
$14,658 for the same period in 1996.
For the six months ended June 30, 1997, the Partnership sold equipment
having a net book value of $78,844 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $53,722
compared to a net gain of $89,244 on equipment having a net book value of
$38,286 for the same period in 1996.
9
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 is not necessarily indicative of
the total residual value the Partnership achieved from leasing the equipment.
Depreciation expense for the three and six months ended June 30, 1997 was
$130,315 and $276,824, respectively, compared to $344,561 and $704,225 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 on a straight-line basis over such term. For purposes of this policy,
estimated residual values represent estimates of equipment values at the date of
primary lease expiration. To the extent that an asset is held beyond its primary
lease term, the Partnership continues to depreciate the remaining net book value
of the asset on a straight-line basis over the asset's remaining economic life.
Interest expense was $4,587 or less than 1% of lease revenue for the six
months ended June 30, 1997, compared to $17,118 and $30,436, or 2.5% and 2.2% of
lease revenue for the three and six months ended June 30, 1996. The
Partnership's notes payable were fully amortized during the three months ended
March 31, 1997.
Management fees were 4% of lease revenue for each of the three and six
month periods ended June 30, 1997, respectively, compared to 4.5% and 5.1% of
lease revenue for each of the same periods in 1996. Management fees during the
six months ended June 30, 1996 include $7,731, resulting from an underaccrual in
1995. Management fees are based on 5% of gross lease revenue generated by
operating leases and 2% of gross lease revenue generated by full payout leases.
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. Significant operating expenses were incurred in 1996 and 1997 due to
heavy maintenance and airframe overhaul costs incurred or accrued in connection
with the Partnership's interests in two Boeing 727 aircraft. Certain of the
costs incurred in the first quarter of 1996 were subsequently reimbursed by the
former lessee of the related aircraft. In 1996, the Partnership entered into a
new 36-month lease agreement with Sunworld International Airlines, Inc. to
re-lease one of the aircraft at a base rent to the Partnership of $3,900 per
month. The second aircraft was re-leased to Transmeridian Airlines beginning
April 1997 at a base rent to the Partnership of $4,800 for 8 months and $4,200
for 10 months. The amount of future operating expenses cannot be predicted with
certainty; however, such expenses are usually higher during the acquisition and
liquidation phases of a partnership. Other fluctuations typically occur in
relation to the volume and timing of remarketing activities.
10
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Liquidity and Capital Resources and Discussion of Cash Flow
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 generally 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 $364,318 and
$1,284,049 for the six months ended June 30, 1997 and 1996, respectively. Future
renewal, re-lease and equipment sale activities will cause a decline in the
Partnership's lease revenue and corresponding sources of operating cash.
Overall, expenses associated with rental activities, such as management fees,
and net cash flow from operating activities will also continue to decline as the
Partnership experiences a higher frequency of remarketing events.
Ultimately, the Partnership will dispose of all assets under lease. This
will occur principally through sale transactions whereby each asset will be sold
to the existing lessee or to a third party. Generally, this will occur upon
expiration of each asset's primary or renewal/re-lease term. In certain
instances, casualty or early termination events may result in the disposal of an
asset. Such circumstances are infrequent and usually result in the collection of
stipulated cash settlements pursuant to terms and conditions contained in the
underlying lease agreements.
Cash 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 June 30, 1996,
the Partnership expended $65,700 to replace certain aircraft engines to
facilitate the re-lease of an aircraft to Transmeridian Airlines, discussed
above. There were no equipment acquisitions during the same period in 1997.
During the six months ended June 30, 1997, the Partnership realized $111,000 in
equipment sale proceeds compared to $127,530 for the same period in 1996. In
addition, the Partnership received $21,566 from a lessee prior to the first
quarter of 1997 representing an equipment purchase option. These funds were
classified as deferred rental income on the Statement of Financial Position at
December 31, 1996. During the six months ended June 30, 1997, the Partnership
sold the equipment and such funds were recognized as equipment sale proceeds.
Future inflows of cash from asset disposals will vary in timing and amount and
will be influenced by many factors including, but not limited to, the frequency
and timing of lease expirations, the type of equipment being sold, its condition
and age, and future market conditions.
The Partnership obtained long-term financing in connection with certain
equipment leases. The repayments of principal related to such indebtedness are
reported as a component of financing activities. The Partnership's notes payable
were fully amortized during the six months ended June 30, 1997.
Cash distributions to the General Partner and Recognized Owners are
declared and generally paid within fifteen days following the end of each
calendar quarter. The payment of such distributions is presented as a component
of financing activities. For the six months ended June 30, 1997, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $220,368. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Recognized Owners were allocated 95% of these distributions, or $209,350, and
the General Partner was allocated 5%, or $11,018. The second quarter 1997 cash
distribution was paid on July 14, 1997.
Cash distributions paid to the Recognized Owners 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
11
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 future quarterly cash distributions are
anticipated.
12
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 6 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
13
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, a Massachusetts
corporation and the General Partner of the
Registrant.
By: /s/ Michael J. Butterfield
------------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 14, 1997
By: /s/ Gary M. Romano
------------------------------------------
Gary M. Romano
Clerk of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 14, 1997
14