EXHIBIT 13
AMERICAN INCOME FUND I-A,
a Massachusetts Limited Partnership
Annual Report to the Partners, December 31, 2000
Dear Investor:
We are pleased to provide the 2000 Annual Report for American Income Fund I-A, a
Massachusetts Limited Partnership, which contains important information
concerning the recent operating results and current financial position of your
investment program. Please refer to the index on the following page for a
listing of information contained in this report.
If you have any questions about your investment program or, if you would like a
copy of Form 10-K for this program, please contact our Investor Services
Representatives at 1-800-247-3863.
Very truly yours,
/s/ GEOFFREY A. MACDONALD
Geoffrey A. MacDonald
Chairman and Co-founder
AMERICAN INCOME FUND I-A,
a Massachusetts 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................................... 3-7
FINANCIAL STATEMENTS:
Report of Independent Auditors........................................ 8
Statement of Financial Position
at December 31, 2000 and 1999......................................... 9
Statement of Operations
for the years ended December 31, 2000, 1999 and 1998.................. 10
Statement of Changes in Partners' Capital
for the years ended December 31, 2000, 1999 and 1998.................. 11
Statement of Cash Flows
for the years ended December 31, 2000, 1999 and 1998.................. 12
Notes to the Financial Statements..................................... 13-25
ADDITIONAL FINANCIAL INFORMATION:
Schedule of Excess (Deficiency) of Total Cash
Generated to Cost of Equipment Disposed............................... 26
Statement of Cash and Distributable Cash
From Operations, Sales and Refinancings............................... 27
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...................... 28
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, 2000:
SUMMARY OF OPERATIONS 2000 1999 1998 1997 1996
--------------------- -------------- -------------- -------------- -------------- --------------
Lease revenue........................... $ 57,922 $ 134,514 $ 415,447 $ 515,362 $ 585,768
Interest Income......................... $ 69,939 $ 141,591 $ 94,196 $ 82,978 $ 80,345
Net (loss) income....................... $ (209,738) $ 773,675 $ (52,700) $ 136,727 $ 197,908
Per Unit:
Net (loss) income.................. $ (0.70) $ 2.57 $ (0.17) $ 0.45 $ 0.66
Cash distributions declared........ $ -- $ 0.75 $ 0.75 $ 0.94 $ 1.38
FINANCIAL POSITION
------------------
Total assets............................ $ 2,321,032 $ 2,619,983 $ 2,511,172 $ 2,144,122 $ 2,341,360
Total long-term obligations............. $ -- $ -- $ -- $ -- $ --
Partners' capital....................... $ 2,119,210 $ 2,328,948 $ 1,781,279 $ 2,059,985 $ 2,205,765
2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR
ENDED DECEMBER 31, 1999 AND THE YEAR ENDED DECEMBER 31, 1999
COMPARED TO THE YEAR ENDED DECEMBER 31, 1998
Certain statements in this annual report of American Income Fund I-A, a
Massachusetts Limited Partnership (the "Partnership") 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 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 outcome of the Class
Action Lawsuit described in Note 7 to the accompanying financial statements, the
remarketing of the Partnership's equipment, and the performance of the
Partnership's non-equipment assets.
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. Presently, the Partnership is a Nominal
Defendant in a Class Action Lawsuit, the outcome of which could significantly
alter the nature of the Partnership's organization and its future business
operations. See Note 7 to the accompanying financial statements. Pursuant to the
Amended and Restated Agreement and Certificate of Limited Partnership (the
"Restated Agreement, as amended") the Partnership is scheduled to be dissolved
by December 31, 2001. However, the General Partner does not expect that the
Partnership will be dissolved until such time that the Class Action Lawsuit is
settled or adjudicated.
The Investment Company Act of 1940 (the "Act") places restrictions on the
capital structure and business activities of companies registered thereunder.
The Partnership has active business operations in the financial services
industry, including equipment leasing and the loan to Echelon Residential
Holdings LLC ("Echelon Residential Holdings"). The Partnership does not intend
to engage in investment activities in a manner or to an extent that would
require the Partnership to register as an investment company under the Act.
However, it is possible that the Partnership may unintentionally engage in an
activity or activities that may be construed to fall within the scope of the
Act. If the Partnership were to be determined to be an investment company, its
business would be adversely affected. If necessary, the Partnership intends to
avoid being deemed an investment company by disposing of or acquiring certain
assets that it might not otherwise dispose of or acquire.
RESULTS OF OPERATIONS
For the year ended December 31, 2000, the Partnership recognized lessees
revenue of $57,922 compared to $134,514 and $415,447 for the years ended
December 31, 1999 and 1998, respectively. The decrease in lease revenue from
1999 to 2000 resulted from lease term expirations and equipment sales. The
decrease in lease revenue from 1998 to 1999 resulted from lease term expirations
and the sale of the Partnership's equipment including its interest in two
aircraft which provided a total of $4,775 and $187,649 of lease revenue for the
years ended December 31, 1999 and 1998, respectively (see further discussion
below). In the future, lease revenue will continue to decline due to lease term
expirations and equipment sales.
Prior to the quarter ended June 30, 1999, the Partnership's equipment
portfolio included certain assets in which the Partnership held a proportionate
ownership interest. In such cases, the remaining interests were owned by an
affiliated equipment leasing program sponsored by Equis Financial Group Limited
Partnership ("EFG"). Proportionate equipment ownership enabled the Partnership
to further diversify its equipment portfolio at inception by participating in
the ownership of selected assets, thereby reducing the general levels of risk
which could have resulted from a concentration in any single equipment type,
industry or lessee. The Partnership and each affiliate individually reported, in
proportion to their respective ownership interests, their respective shares of
assets, liabilities, revenues, and expenses associated with the equipment.
Interest income for the year ended December 31, 2000 was $69,939 compared
to $141,591 and $94,196 for the years ended December 31, 1999 and 1998,
respectively. Interest income is generated principally from temporary investment
of rental receipts and equipment sale proceeds in short-term investments. The
amount of future interest income is expected to fluctuate as a result of
changing interest rates and the amount of cash available for investment, among
other factors. On March 8,
3
2000, the Partnership utilized $1,650,000 of available cash for a loan to
Echelon Residential Holdings. The loan is presented in the accompanying
financial statements in accordance with the guidance set forth in the Third
Notice to Practitioners by the American Institute of Certified Public
Accountants in February 1986 entitled "ADC Arrangements", and therefore the
Partnership does not recognize interest income related to this loan. (See
further discussion included in Note 4 to the financial statements herein).
During the year ended December 31, 2000, the Partnership sold fully
depreciated equipment to existing lessees and third parties. The sales resulted
in a net gain, for financial reporting purposes, of $8,800.
In 1999, the Partnership sold equipment having a net book value of $68,040,
to existing lessees and third parties resulting in a net gain, for financial
statement purposes, of $789,110. This gain includes $720,760 related to the sale
of the Partnership's interests in two aircraft (see further discussion below).
In 1998, the Partnership sold fully depreciated equipment to existing lessees
and third parties. These sales resulted in a net gain, for financial purposes,
of $65,000. The results of future sales of equipment will be dependent upon the
condition and type of equipment being sold and its marketability at the time of
sale.
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 for 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 was $23,214 and $159,602 for the years ended December
31, 1999 and 1998, respectively. The Partnership's equipment was fully
depreciated during 1999.
Management fees were $2,896, $6,544, and $20,772 for the years ended
December 31, 2000, 1999 and 1998, respectively. 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 were $218,262, $261,782, and $446,969 for the years
ended December 31, 2000, 1999 and 1998, respectively. During the years ended
December 31, 2000, 1999 and 1998, operating expenses included approximately
$41,000, $50,000 and $269,000, respectively, related to the Class Action Lawsuit
described in Note 7 to the financial statements. In addition, the Partnership
expensed $43,384 in 1998 related to the refurbishment of an aircraft engine and
engine leasing costs. Other operating expenses consist principally of
professional service costs, such as audit and legal fees, as well as printing,
distribution and other remarketing expenses. In certain cases, equipment storage
or repairs and maintenance costs may be incurred in connection with equipment
being remarketed.
For the year ended December 31, 2000, the Partnership's share of losses in
Echelon Residential Holdings was $125,241. This loss is reflected on the
Statement of Operations as "Partnership's share of unconsolidated real estate
venture's loss." See further discussion below.
4
LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS
The Partnership by its nature is a limited life entity. The Partnership's
principal operating activities have resulted from asset rental transactions.
Historically, the Partnership's principal source of cash from operations was
provided by the collection of periodic rents, however, in 2000 and 1999 the
principal source of such cash resulted from the receipt of interest income.
These cash inflows are used to pay management fees and operating costs.
Operating activities generated a net cash outflow of $104,807 and $6,754 in 2000
and 1999, respectively, and a net cash inflow of $337,723 in 1998. The amount of
future interest income is expected to fluctuate as a result of changing interest
rates and the level of cash available for investment, among other factors.
Future renewal, re-lease and equipment sale activities will cause a 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 also continue to decline as the
Partnership remarkets its equipment.
Cash realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the year ended
December 31, 2000, the Partnership realized $8,800 in equipment sale proceeds
compared to $857,150 and $65,000 in 1999 and 1998, respectively. Sale proceeds
in 1999 included $788,800 related to the Partnership's interests in two Boeing
727-251 ADV aircraft. 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.
In January 1999, upon expiration of the lease term, the Partnership and
certain affiliated investment programs (collectively, the "Programs") entered
into an agreement to sell a Boeing 727-251 ADV jet aircraft to the lessee for
$2,450,000. In aggregate, the Partnership received $284,200 for its interest in
this aircraft. The Partnership's interest in the aircraft had a cost of
$1,080,617 and was fully depreciated, resulting in a net gain, for financial
statement purposes, of $284,200.
In November 1998, the Programs entered into a separate agreement to sell
their ownership interests in a different Boeing 727-251 ADV jet aircraft and
three engines (collectively the "Aircraft") to a third party (the "Purchaser")
for $4,350,000. In December 1998, the Purchaser remitted $3,350,000 for the
Aircraft, excluding one of three engines which had been damaged while the
Aircraft was leased to Transmeridian Airlines ("Transmeridian"). (See Note 7 to
the accompanying financial statements regarding legal action undertaken by the
Programs related to Transmeridian and the damaged engine). The Purchaser also
deposited $1,000,000 into a third-party escrow account (the "Escrow") pending
repair of the damaged engine and re-installation of the refurbished engine on
the Aircraft. Upon installation, the escrow agent was obligated to transfer the
Escrow amount plus interest thereon to the Programs. The engine was refurbished
at the expense of the Programs. The associated cost was approximately $374,000,
of which the Partnership's share was approximately $43,000. The Partnership
expensed $13,000 and $30,000 of these costs during the years ended December 31,
1999 and 1998, respectively.
The Programs also were required to reimburse the Purchaser for its cost to
lease a substitute engine during the period that the damaged engine was being
repaired. This cost was approximately $114,000, of which the Partnership's share
was approximately $13,000, all of which was expensed in 1998 in connection with
the litigation referenced above.
In addition, the purchase and sale agreement permitted the Purchaser to
return the Aircraft to the Programs, subject to a number of conditions, for
$4,350,000, reduced by an amount equivalent to $450 multiplied by the number of
flight hours since the Aircraft's most recent C Check. Among the conditions
precedent to the Purchaser's returning the Aircraft, the Purchaser must have
completed its intended installation of hush-kitting on the Aircraft to conform
to Stage 3 noise regulations. This work was completed in January 1999 and the
Purchaser's return option expired on May 15, 1999.
5
Due to the contingent nature of the sale, the Partnership deferred
recognition of the sale and a resulting gain until expiration of the Purchaser's
return option on May 15, 1999. The Partnership's share of the December proceeds
was $388,600, which amount was deposited into EFG's customary escrow account and
transferred to the Partnership, together with the Partnership's other December
rental receipts, in January 1999. At December 31, 1998, the entire amount was
classified as other liabilities, with an equal amount included in accounts
receivable - affiliate on the accompanying Statement of Financial Position. Upon
the installation of the refurbished engine on the Aircraft, the remainder of the
sale consideration, or $1,000,000 and the interest thereon, was released from
the escrow account to the Programs. The Partnership's share of this payment was
$117,838, including interest of $1,838. In aggregate, the Partnership received
sales proceeds of $504,600 for its interest in the Aircraft. The Partnership's
interest in the Aircraft had a cost and net book value of $1,207,637 and
$68,040, resulting in a net gain, for financial statement purposes, of $436,560.
At December 31, 2000, no future minimum lease payments were due from
contractual lease agreements however, all of the Partnership's equipment is
being leased on a month-to-month basis. The Partnership will sell the equipment
or enter re-lease or renewal agreements when considered advantageous by the
General Partner and EFG. Such future remarketing activities will result in the
realization of additional cash inflows in the form of equipment sale proceeds or
rents from renewals and re-leases, the timing and extent of which cannot be
predicted with certainty. This is because the timing and extent of remarketing
events often is dependent upon the needs and interests of the existing lessees.
Some lessees may choose to renew their lease contracts, while others may elect
to return the equipment. In the latter instances, the equipment could be
re-leased to another lessee or sold to a third-party
In connection with a preliminary settlement agreement for a Class Action
Lawsuit described in Note 7 to the financial statements, the court permitted the
Partnership to invest in any new investment, including but not limited to new
equipment or other business activities, subject to certain limitations. On March
8, 2000, the Partnership loaned $1,650,000 to a newly formed real estate
company, Echelon Residential Holdings, to finance the acquisition of real estate
assets by that company. Echelon Residential Holdings, through a wholly owned
subsidiary ("Echelon Residential LLC"), used the loan proceeds, along with the
loan proceeds from similar loans by ten affiliated partnerships representing $32
million in the aggregate, to acquire various real estate assets from Echelon
International Corporation, an independent Florida-based real estate company.
Echelon Residential Holding's interest in Echelon Residential LLC is pledged
pursuant to a pledge agreement to the partnerships as collateral for the loans.
The loan has a term of 30 months, maturing on September 8, 2002, and an annual
interest rate of 14% for the first 24 months and 18% for the final six months.
Interest accrues and compounds monthly and is payable at maturity.
As discussed in Note 4 to the Partnership's financial statements, the loan
is considered to be an investment in a real estate venture for accounting
purposes. In accordance with the provisions of Statement of Position No. 78-9,
"Accounting for Investments in Real Estate Ventures", the Partnership reports
its share of income or loss of Echelon Residential Holdings under the equity
method of accounting.
The loan made by the Partnership to Echelon Residential Holdings is, and
will continue to be, subject to various risks, including the risk of default by
Echelon Residential Holdings, which could require the Partnership to foreclose
under the pledge agreement on its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership may realize after a default would be dependent upon the risks
generally associated with the real estate lending business including, without
limitation, the existence of senior financing or other liens on the properties,
general or local economic conditions, property values, the sale of properties,
interest rates, real estate taxes, other operating expenses, the supply and
demand for properties involved, zoning and environmental laws and regulations,
rent control laws and other governmental rules. A default by Echelon Residential
Holdings could have a material adverse effect on the future cash flow and
operating results of the Partnership.
The Restated Agreement, as amended, prohibits the Partnership from making
loans to the General Partner or its affiliates. Since the acquisition of the
several parcels of real estate from the owner had to occur prior to the
admission of certain independent third parties as equity owners, Echelon
Residential Holdings and its wholly owned subsidiary, Echelon Residential LLC,
were formed in anticipation of their admission. The General Partner agreed to an
officer of the Manager serving as the initial equity holder of Echelon
Residential Holdings and as an unpaid manager. The officer made a $185,465
equity investment in Echelon Residential Holdings. His return on his equity
investment is restricted to the same rate of return as the partnerships realize
on their loans. There is a
6
risk that the court may object to the general partner's action in structuring
the loan in this way and may require the partnerships to restructure or divest
the loan.
There are no formal restrictions under the Restated Agreement, as amended,
that materially limit the Partnership's ability to pay cash distributions,
except that the General Partner may suspend or limit cash distributions to
ensure that the Partnership maintains sufficient working capital reserves to
cover, among other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration. In addition to
the need for funds in connection with the Class Action Lawsuit, liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining equipment base consists of fewer revenue-producing assets that are
available to cover prospective cash disbursements. Insufficient liquidity could
inhibit the Partnership's ability to sustain its operations or maximize the
realization of proceeds from remarketing its remaining assets.
Cash distributions to the General and Limited Partners had been declared
and generally paid within fifteen days following the end of each calendar
quarter. The payment of such distributions is reported under financing
activities on the accompanying Statement of Cash Flows. No cash distributions
were declared for the year ended December 31, 2000, however, the fourth quarter
1999 cash distribution of $56,502 was paid in January 2000. In any given year,
it is possible that Limited Partners will be allocated taxable income in excess
of distributed cash. This discrepancy between tax obligations and cash
distributions may or may not continue in the future, and cash may or may not be
available for distribution to the Limited Partners adequate to cover any tax
obligation.
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, the residual value realized for each asset at its
disposal date and the performance of the Partnership's non-equipment assets.
The Partnership's capital account balances for federal income tax and for
financial reporting purposes are different primarily due to differing treatments
of income and expense items for income tax purposes in comparison to financial
reporting purposes (generally referred to as permanent or timing differences;
see Note 6 to the financial statements). For instance, selling commissions and
organization and offering costs pertaining to syndication of the Partnership's
limited partnership units are not deductible for federal income tax purposes,
but are recorded as a reduction of partners' capital for financial reporting
purposes. Therefore, such differences are permanent differences between capital
accounts for financial reporting and federal income tax purposes. Other
differences between the bases of capital accounts for federal income tax and
financial reporting purposes occur due to timing differences. Such items include
the cumulative difference between income or loss for tax purposes and financial
statement income or loss reflects different treatments for book and tax purposes
related to the real estate venture.
For financial reporting purposes, the General Partner has accumulated a
capital deficit at December 31, 2000. This is the result of aggregate cash
distributions to the General Partner being in excess of its capital contribution
of $1,000 and its allocation of financial statement net income or loss.
Ultimately, the existence of a capital deficit for the General Partner for
financial reporting purposes is not indicative of any further capital
obligations to the Partnership by the General Partner. The Restated Agreement,
as amended, requires that upon the dissolution of the Partnership, the General
Partner will be required to contribute to the Partnership an amount equal to any
negative balance which may exist in the General Partner's tax capital account.
At December 31, 2000, the General Partner had a positive tax capital account
balance.
The outcome of the Class Action Lawsuit described in Note 7 to the
accompanying financial statements will be the principal factor in determining
the future of the Partnership's operations. The proposed settlement to that
lawsuit, if effected, will materially change the future organizational structure
and business interests of the Partnership, as well as its cash distribution
policies. In addition, commencing with the first quarter of 2000, the General
Partner suspended the payment of quarterly cash distributions pending final
resolution of the Class Action Lawsuit. Accordingly, future cash distributions
are not expected to be paid until the Class Action Lawsuit is settled or
adjudicated.
7
REPORT OF INDEPENDENT AUDITORS
To the Partners of American Income Fund I-A,
a Massachusetts Limited Partnership:
We have audited the accompanying statements of financial position of American
Income Fund I-A, a Massachusetts Limited Partnership, as of December 31, 2000
and 1999, 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, 2000. 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. The consolidated financial statements of Echelon
Residential Holdings LLC, (a limited liability company to which the Partnership
has loaned $2,730,000), have been audited by other auditors whose report has
been furnished to us; insofar as our opinion on the financial statements relates
to data included for Echelon Residential Holdings LLC, it is based solely on
their report.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of American Income Fund I-A, a Massachusetts Limited
Partnership at December 31, 2000 and 1999, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States.
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
Tampa, Florida
March 30, 2001
8
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2000 AND 1999
2000 1999
------------------- -------------------
ASSETS
Cash and cash equivalents..................................... $ 791,204 $ 2,593,713
Rents receivable.............................................. -- 17,000
Accounts receivable - affiliate............................... 5,069 9,270
Investment in real estate venture............................. 1,524,759 --
Equipment at cost, net of accumulated
depreciation of $342,411 and $423,985
at December 31, 2000 and 1999, respectively............... -- --
------------------- -------------------
Total assets.......................................... $ 2,321,032 $ 2,619,983
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities........................................... $ 188,216 $ 204,068
Accrued liabilities - affiliate............................... 13,606 5,465
Other liabilities............................................. -- 25,000
Cash distributions payable to partners........................ -- 56,502
------------------- -------------------
Total liabilities..................................... 201,822 291,035
------------------- -------------------
Partners' capital (deficit):
General Partner............................................ (210,924) (200,437)
Limited Partnership Interests
(286,274 Units; initial purchase price of $25 each)........ 2,330,134 2,529,385
------------------- -------------------
Total partners' capital............................... 2,119,210 2,328,948
------------------- -------------------
Total liabilities and partners' capital............... $ 2,321,032 $ 2,619,983
=================== ===================
The accompanying notes are an integral part of these financial statements.
9
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
------------------ ------------------ ------------------
Income:
Lease revenue............................ $ 57,922 $ 134,514 $ 415,447
Interest income.......................... 69,939 141,591 94,196
Gain on sale of equipment................ 8,800 789,110 65,000
------------------ ------------------ ------------------
Total income......................... 136,661 1,065,215 574,643
------------------ ------------------ ------------------
Expenses:
Depreciation............................. -- 23,214 159,602
Equipment management fees -
affiliate............................ 2,896 6,544 20,772
Operating expenses - affiliate........... 218,262 261,782 446,969
Partnership's share of unconsolidated
real estate venture's loss........... 125,241 -- --
------------------ ------------------ ------------------
Total expenses....................... 346,399 291,540 627,343
------------------ ------------------ ------------------
Net (loss) income............................. $ (209,738) $ 773,675 $ (52,700)
================== ================== ==================
Net (loss) income
per limited partnership unit............. $ (0.70) $ 2.57 $ (0.17)
================== ================== ==================
Cash distributions declared
per limited partnership unit............. $ -- $ 0.75 $ 0.75
================== ================== ==================
The accompanying notes are an integral part of these financial statements.
10
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
GENERAL LIMITED PARTNERS
PARTNER ----------------------------------
AMOUNT UNITS AMOUNT TOTAL
-------------- -------------- -------------- -------------
Balance at December 31, 1997.......... $ (213,886) 286,274 $ 2,273,871 $ 2,059,985
Net loss - 1998.................. (2,635) -- (50,065) (52,700)
Cash distributions declared...... (11,300) -- (214,706) (226,006)
-------------- -------------- -------------- -------------
Balance at December 31, 1998.......... (227,821) 286,274 2,009,100 1,781,279
Net income - 1999................ 38,684 -- 734,991 773,675
Cash distributions declared...... (11,300) -- (214,706) (226,006)
-------------- -------------- -------------- -------------
Balance at December 31, 1999.......... (200,437) 286,274 2,529,385 2,328,948
Net loss - 2000................... (10,487) -- (199,251) (209,738)
-------------- -------------- -------------- -------------
Balance at December 31, 2000.......... $ (210,924) 286,274 $ 2,330,134 $ 2,119,210
============== ============== ============== =============
The accompanying notes are an integral part of these financial statements.
11
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
--------------- ---------------- -----------------
Cash flows (used in) provided by operating activities:
Net (loss) income................................................ $ (209,738) $ 773,675 $ (52,700)
Adjustments to reconcile net (loss) income
to net cash (used in) provided by operating activities:
Depreciation............................................ -- 23,214 159,602
Gain on sale of equipment............................... (8,800) (789,110) (65,000)
Partnership's share of unconsolidated
real estate venture's loss.......................... 125,241 -- --
Changes in assets and liabilities:
Decrease (increase) in:
Rents receivable........................................ 17,000 11,778 4,002
Accounts receivable - affiliate......................... 4,201 412,547 (353,937)
Increase (decrease) in:
Accrued liabilities..................................... (15,852) (69,816) 264,684
Accrued liabilities - affiliate......................... 8,141 (667) (6,791)
Deferred rental income.................................. -- (4,775) (737)
Other liabilities....................................... (25,000) (363,600) 388,600
--------------- ---------------- ----------------
Net cash (used in) provided by operating activities..... (104,807) (6,754) 337,723
--------------- ---------------- ----------------
Cash flows (used in) provided by investing activities:
Proceeds from equipment sales............................... 8,800 857,150 65,000
Investment in real estate venture......................... (1,650,000) -- --
--------------- ---------------- ----------------
Net cash (used in) provided by investing activities..... (1,641,200) 857,150 65,000
--------------- ---------------- ----------------
Cash flows used in financing activities:
Cash distributions paid..................................... (56,502) (226,006) (226,006)
--------------- ---------------- ----------------
Net cash used in financing activities................... (56,502) (226,006) (226,006)
--------------- ---------------- ----------------
Net (decrease) increase in cash and cash equivalents............. (1,802,509) 624,390 176,717
Cash and cash equivalents at beginning of year................... 2,593,713 1,969,323 1,792,606
--------------- ---------------- ----------------
Cash and cash equivalents at end of year......................... $ 791,204 $ 2,593,713 $ 1,969,323
=============== ================ ================
The accompanying notes are an integral part of these financial statements.
12
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - ORGANIZATION AND PARTNERSHIP MATTERS
American Income Fund I-A, a Massachusetts Limited Partnership (the
"Partnership") was organized as a limited partnership under the Massachusetts
Uniform Limited Partnership Act (the "Uniform Act") on March 6, 1990, 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 from the General Partner (AFG Leasing VI Incorporated) and $100 from the
Initial Limited Partner (AFG Assignor Corporation). On December 31, 1990, the
Partnership issued 286,274 units of limited partnership interest (the "Units")
to 359 investors. The Partnership's General Partner, AFG Leasing VI
Incorporated, is a Massachusetts corporation formed in 1990 and an affiliate of
Equis Financial Group Limited Partnership (formerly known as American Finance
Group), a Massachusetts limited partnership ("EFG"). 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(b) of the Amended and Restated Agreement and
Certificate of Limited Partnership ("Restated Agreement, as amended").
Significant operations commenced December 31, 1990 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 95% to the Limited Partners and 5% to the General
Partner.
Under the terms of a Management Agreement between the Partnership and EFG,
management services are provided by EFG to the Partnership at fees which the
General Partner believes to be competitive for similar services (see Note 5).
EFG is a Massachusetts limited partnership formerly known as American
Finance Group ("AFG"). AFG was established in 1988 as a Massachusetts general
partnership and succeeded American Finance Group, Inc., a Massachusetts
corporation organized in 1980. EFG and its subsidiaries (collectively, the
"Company") are engaged in various aspects of the equipment leasing business,
including EFG's role as Manager or Advisor to the Partnership and several other
direct-participation equipment leasing programs sponsored or co-sponsored by EFG
(the "Other Investment Programs"). The Company arranges to broker or originate
equipment leases, acts as remarketing agent and asset manager, and provides
leasing support services, such as billing, collecting, and asset tracking.
The general partner of EFG, with a 1% controlling interest, is Equis
Corporation, a Massachusetts corporation owned and controlled entirely by Gary
D. Engle, its President, Chief Executive Officer and sole Director. Equis
Corporation also owns a controlling 1% general partner interest in EFG's 99%
limited partner, GDE Acquisition Limited Partnership ("GDE LP"). Equis
Corporation and GDE LP were established in December 1994 by Mr. Engle for the
sole purpose of acquiring the business of AFG.
In January 1996, the Company sold certain assets of AFG relating primarily
to the business of originating new leases, and the name "American Finance
Group", and its acronym, to a third-party. AFG changed its name to Equis
Financial Group Limited Partnership after the sale was concluded. Pursuant to
terms of the sale agreements, EFG specifically reserved the rights to continue
using the name American Finance Group and its acronym in connection with the
Partnership and the Other Investment Programs and to continue managing all
assets owned by the Partnership and the Other Investment Programs.
13
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH
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 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. At December 31, 2000, the
Partnership had $678,112 invested in federal agency discount notes, repurchase
agreements secured by U.S. Treasury Bills or interests in U.S. Government
securities, or other highly liquid overnight investments.
REVENUE RECOGNITION
Effective January 1, 2000, the Partnership adopted the provisions of
Securities Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB No. 101"). SAB No. 101 provides
guidance for the recognition, presentation and disclosure of revenue in
financial statements. The adoption of SAB No. 101 had no impact on the
Partnership's financial statements.
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. In certain instances, the
Partnership may enter renewal or re-lease agreements which expire beyond the
Partnership's anticipated dissolution date. This circumstance is not expected to
prevent the orderly wind-up of the Partnership's business activities as the
General Partner and EFG would seek to sell the then-remaining equipment assets
either to the lessee or to a third party, taking into consideration the amount
of future noncancellable rental payments associated with the attendant lease
agreements. See also Note 7 regarding the Class Action Lawsuit. No future
minimum rents are due for the year ending December 31, 2000, however, all of the
Partnership's equipment is being leased on a month-to-month basis.
Revenue from major individual lessees which accounted for 10% or more of
lease revenue during the years ended December 31, 2000, 1999 and 1998 is as
follows:
2000 1999 1998
------------------ ------------------ ------------------
General Motors Corporation....................... $ 26,935 $ 30,318 $ --
Ford Motor Company............................... $ 18,930 $ 29,070 $ --
Rexam Beverage Can Company (formerly
American National Can Company)............... $ 6,049 $ 19,895 $ 71,395
Bergen Brunswig Medical Inc. (formerly
Durr Medical)............................... $ -- $ 27,051 $ 64,921
Transmeridian Airlines........................... $ -- $ -- $ 97,169
Sunworld International Airlines, Inc............. $ -- $ -- $ 90,480
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.
14
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
EQUIPMENT ON LEASE
All equipment was acquired from EFG, one of its Affiliates or from
third-party sellers. Equipment Cost means the actual cost paid by the
Partnership to acquire the equipment, including acquisition fees. Where
equipment was acquired from EFG or an Affiliate, Equipment Cost reflects the
actual price paid for the equipment by EFG or the Affiliate plus all actual
costs incurred by EFG or the Affiliate while carrying the equipment, including
all liens and encumbrances, less the amount of all primary term rents earned by
EFG or the Affiliate prior to selling the equipment. Where the seller of the
equipment was a third party, Equipment Cost reflects the seller's invoice price.
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.
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.
IMPAIRMENT OF LONG-LIVED ASSETS
The carrying value of long-lived assets, including equipment and the real
estate loan, will be reviewed for impairment whenever events or changes in
circumstances indicate that the recorded value cannot be recovered from
undiscounted future cash flows.
ACCRUED LIABILITIES - AFFILIATE
Unpaid operating expenses paid by EFG on behalf of the Partnership and
accrued but unpaid administrative charges and management fees are reported as
Accrued Liabilities - Affiliate (see Note 5).
REAL ESTATE LOAN
The Partnership accounts for the loan to a real estate company using the
guidance set forth in the Third Notice to Practitioners by the American
Institute of Certified Public Accountants ("AICPA") in February 1986 entitled
"ADC Arrangements" (the "Third Notice"). The Partnership has evaluated this loan
and has determined that real estate accounting is appropriate. This
determination affects the Partnership's balance sheet classification of the loan
and the recognition of revenues derived therefrom. The Third Notice was issued
to address those real estate acquisition, development and construction
arrangements where a lender has virtually the same risk and potential rewards as
those of owners or joint ventures. Emerging Issues Task Force ("EITF") 86-21,
"Application of the AICPA Notice to Practitioners regarding Acquisition,
Development and Construction Arrangements to Acquisition of an Operating
Property" expanded the applicability of the Third Notice to entities other than
financial institutions.
Based on the applicability of the Third Notice, EITF 86-21 and
consideration of the economic substance of the transaction, the loan is
considered to be an investment in a real estate venture for accounting purposes.
In accordance with the provisions of Statement of Position No. 78-9, "Accounting
for Investments in Real Estate Ventures", the Partnership reports its share of
income or loss of the real estate company under the equity method of accounting.
15
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
CONTINGENCIES
It is the Partnership's policy to recognize a liability for goods and
services during the period when the goods or services are received. To the
extent that the Partnership has a contingent liability, meaning generally a
liability the payment of which is subject to the outcome of a future event, the
Partnership recognizes a liability in accordance with Statement of Financial
Accounting Standards No. 5 "Accounting for Contingencies" ("SFAS No. 5"). SFAS
No. 5 requires the recognition of contingent liabilities when the amount of
liability can be reasonably estimated and the liability is probable.
The Partnership is a Nominal Defendant in a Class Action Lawsuit. In 1998,
a settlement proposal to resolve that litigation was negotiated and remains
pending (See Note 7). The Partnership's estimated exposure for costs anticipated
to be incurred in pursuing the settlement proposal is approximately $360,000
consisting principally of legal fees and other professional service costs. These
costs are expected to be incurred regardless of whether the proposed settlement
ultimately is effected and, therefore, the Partnership expensed approximately
$269,000 of these costs in 1998 following the Court's approval of the settlement
plan. The cost estimate is subject to change and is monitored by the General
Partner based upon the progress of the settlement proposal and other pertinent
information. As a result, the Partnership expensed approximately $41,000 and
$50,000 for such costs during 2000 and 1999, respectively.
ALLOCATION OF PROFITS AND LOSSES
For financial statement purposes, net income or loss is allocated to each
Partner according to their respective ownership percentages (95% to the Limited
Partners and 5% to the General Partner). See Note 6 for allocation of income or
loss for income tax purposes.
NET INCOME (LOSS) AND CASH DISTRIBUTIONS PER UNIT
Net income (loss) and cash distributions per Unit are based on 286,274
Units outstanding during each of the three years in the period ended December
31, 2000 and computed after allocation of the General Partner's 5% share of net
income (loss) 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 separate tax returns.
NOTE 3 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at
December 31, 2000. Remaining Lease Term (Months), as used below, represents the
number of months remaining from December 31, 2000 under contracted lease terms.
A Remaining Lease Term equal to zero reflects equipment either held for sale or
re-lease or being leased on a month-to-month basis. In the opinion of EFG, the
acquisition cost of the equipment did not exceed its fair market value.
16
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
REMAINING
LEASE TERM EQUIPMENT
EQUIPMENT TYPE (MONTHS) AT COST LOCATION
- ------------------------------------------------------ --------------- ----------------- -----------------
Materials handling.................................... 0 $ 342,411 CA/DE/IL/KY/MI
Accumulated depreciation.............................. 342,411
-----------------
Equipment, net of accumulated depreciation....... $ --
=================
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 sale or disposition. The ultimate realization of estimated
residual value in the equipment is dependent upon, among other things, EFG's
ability to maximize proceeds from selling or re-leasing the equipment upon the
expiration of the primary lease terms. At December 31, 2000, all of the
Partnership's equipment was being leased on a month-to-month basis.
NOTE 4 - INVESTMENT IN REAL ESTATE VENTURE
On March 8, 2000, the Partnership and 10 affiliated partnerships (the
"Exchange Partnerships") collectively loaned $32 million to Echelon Residential
Holdings LLC ("Echelon Residential Holdings"), a newly formed real estate
company. Echelon Residential Holdings is owned by several investors, including
James A. Coyne, Executive Vice President of EFG. In addition, certain affiliates
of the General Partner made loans to Echelon Residential Holdings in their
individual capacities.
The Partnership's loan is $1,650,000. Echelon Residential Holdings, through
a wholly-owned subsidiary (Echelon Residential LLC), used the loan proceeds to
acquire various real estate assets from Echelon International Corporation, a
Florida-based real estate company. The loan has a term of 30 months, maturing on
September 8, 2002, and an annual interest rate of 14% for the first 24 months
and 18% for the final six months. Interest accrues and compounds monthly and is
payable at maturity. In connection with the transaction, Echelon Residential
Holdings has pledged a security interest in all of its right, title and interest
in and to its membership interests in Echelon Residential LLC to the Exchange
Partnerships as collateral.
The loan is presented in accordance with the guidance for ADC Arrangements
as described in Note 2, Real Estate Loans, in the Partnership's financial
statements as of and for the year December 31, 2000. The loan is accounted for
as an investment in real estate venture and is presented net of the
Partnership's share of losses in Echelon Residential Holdings. For the period
ended December 31, 2000, the Partnership's share of losses in Echelon
Residential Holdings was $125,241 and is reflected on the Statement of
Operations as "Partnership's share of unconsolidated real estate venture's
loss."
The summarized financial information for Echelon Residential Holdings as of
December 31, 2000 and for the period March 8, 2000 (commencement of operations)
through December 31, 2000 is as follows:
17
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
Total assets........................................ $ 68,580,891
Total liabilities................................... $ 70,183,162
Minority interest................................... $ 2,257,367
Total deficit ...................................... $ (3,859,638)
Total revenues...................................... $ 5,230,212
Total expenses, minority interest and equity
in loss of unconsolidated joint venture.......... $ 11,936,238
Net loss............................................ $ (6,706,026)
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 the years ended December 31,
2000, 1999 and 1998, which were paid or accrued by the Partnership to EFG or its
Affiliates, are as follows:
2000 1999 1998
------------------ ------------------ ------------------
Equipment management fees...................... $ 2,896 $ 6,544 $ 20,772
Administrative charges......................... 77,806 83,864 57,492
Reimbursable operating expenses
due to third parties...................... 140,456 177,918 389,477
------------------ ------------------ ------------------
Total........... $ 221,158 $ 268,326 $ 467,741
================== ================== ==================
As provided under the terms of the Management Agreement, EFG is compensated
for its services to the Partnership. Such services include acquisition and
management of equipment. For acquisition services, EFG was compensated by an
amount equal to 2.23% of Equipment Base Price paid by the Partnership. For
management services, EFG is compensated by an amount equal to 5% of gross
operating lease rental revenue and 2% of gross full payout lease rental revenue
received by the Partnership. Both acquisition and management fees are subject to
certain limitations defined in the Management Agreement.
Administrative charges represent amounts owed to EFG, pursuant to Section
9.4(c) of the Restated Agreement, as amended, for persons employed by EFG who
are engaged in providing administrative services to the Partnership.
Reimbursable operating expenses due to third parties represent costs paid by EFG
on behalf of the Partnership, which are reimbursed to EFG at actual cost.
All equipment was acquired from EFG, one of its Affiliates or from
third-party sellers. The Partnership's Purchase Price was determined by the
method described in Note 2, Equipment on Lease.
All rents and proceeds from the sale of equipment are paid directly to EFG.
EFG temporarily deposits collected funds in a separate interest-bearing escrow
account prior to remittance to the Partnership. At December 31, 2000, the
Partnership was owed $5,069 by EFG for such funds and the interest thereon.
These funds were remitted to the Partnership in January 2001.
18
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
An affiliate of the General Partner owns Units in the Partnership as
follows:
---------------------------------------------- ----------------------- -------------------------
NUMBER OF PERCENT OF TOTAL
AFFILIATE UNITS OWNED OUTSTANDING UNITS
---------------------------------------------- ----------------------- -------------------------
Old North Capital Limited Partnership 4,000 1.40%
---------------------------------------------- ----------------------- -------------------------
Old North Capital Limited Partnership ("ONC") is a Massachusetts limited
partnership formed in 1995. The general partner of ONC is controlled by Gary D.
Engle and the limited partnership interests in ONC are owned by Semele. Gary D.
Engle is Chairman and Chief Executive Officer of Semele.
NOTE 6 - 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.
For financial statement purposes, the Partnership allocates net income or
loss to each class of partner according to their respective ownership
percentages (95% to the Limited Partners and 5% 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 net
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 any negative balance which may exist in the General Partner's tax
capital account. At December 31, 2000, 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, 2000, 1999 and 1998:
2000 1999 1998
------------------ ------------------ ------------------
Net (loss) income.................................. $ (209,738) $ 773,675 $ (52,700)
Financial statement depreciation less
than tax depreciation.................. -- (83,853) (54,536)
Deferred rental income........................ -- (4,775) (737)
Partnership's share of unconsolidated
real estate venture's loss................ 125,241 -- --
Interest income - real estate venture......... 201,496 -- --
Other......................................... -- (247,171) 16,384
------------------ ------------------ ------------------
Net income (loss) for federal income tax
Reporting purposes............................ $ 116,999 $ 437,876 $ (91,589)
================== ================== ==================
The principal component of "Other" consists of the difference between the
tax and financial statement gain on equipment disposals.
19
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
The following is a reconciliation between partners' capital reported for
financial statement and federal income tax reporting purposes for the years
ended December 31, 2000 and 1999:
2000 1999
------------------ ------------------
Partners' capital.................................................... $ 2,119,210 $ 2,328,948
Add back selling commissions and organization
And offering costs............................................ 800,146 800,146
Cumulative difference between federal income tax
and financial statement (loss) income....................... 326,737 --
------------------ ------------------
Partners' capital for federal income tax reporting purposes.......... $ 3,246,093 $ 3,129,094
================== ==================
20
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
NOTE 7 - LEGAL PROCEEDINGS
In January 1998, certain plaintiffs (the "Plaintiffs") filed a class and
derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS FINANCIAL GROUP
LIMITED PARTNERSHIP, ET AL., in the United States District Court for the
Southern District of Florida (the "Court") on behalf of a proposed class of
investors in 28 equipment leasing programs sponsored by EFG, including the
Partnership (collectively, the "Nominal Defendants"), against EFG and a number
of its affiliates, including the General Partner, as defendants (collectively,
the "Defendants"). Certain of the Plaintiffs, on or about June 24, 1997, had
filed an earlier derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the Superior Court of the
Commonwealth of Massachusetts on behalf of the Nominal Defendants against the
Defendants. Both actions are referred to herein collectively as the "Class
Action Lawsuit".
The Plaintiffs have asserted, among other things, claims against the
Defendants on behalf of the Nominal Defendants for violations of the Securities
Exchange Act of 1934, common law fraud, breach of contract, breach of fiduciary
duty, and violations of the partnership or trust agreements that govern each of
the Nominal Defendants. The Defendants have denied, and continue to deny, that
any of them have committed or threatened to commit any violations of law or
breached any fiduciary duties to the Plaintiffs or the Nominal Defendants.
On July 16, 1998, counsel for the Defendants and the Plaintiffs executed a
Stipulation of Settlement setting forth terms pursuant to which a settlement of
the Class Action Lawsuit is intended to be achieved and which, among other
things, is expected to reduce the burdens and expenses attendant to continuing
litigation. The Stipulation of Settlement was preliminarily approved by the
Court on August 20, 1998 when the Court issued its "Order Preliminarily
Approving Settlement, Conditionally Certifying Settlement Class and Providing
for Notice of, and Hearing on, the Proposed Settlement" (the "August 20 Order").
On March 12, 1999, counsel for the Plaintiffs and the Defendants entered
into an amended stipulation of settlement (the "Amended Stipulation") which was
filed with the Court on March 12, 1999. The Amended Stipulation was
preliminarily approved by the Court by its "Modified Order Preliminarily
Approving Settlement, Conditionally Certifying Settlement Class and Providing
For Notice of, and Hearing On, the Proposed Settlement" dated March 22, 1999
(the "March 22 Order"). The Amended Stipulation, among other things, divided the
Class Action Lawsuit into two separate sub-classes that could be settled
individually. On May 26, 1999, the Court issued an Order and Final Judgment
approving settlement of one of the sub-classes. Settlement of the second
sub-class, involving the Partnership and 10 affiliated partnerships
(collectively referred to as the "Exchange Partnerships"), remains pending due,
in part, to the complexity of the proposed settlement pertaining to this class.
In February 2000, counsel for the Plaintiffs and the Defendants entered
into a second amended stipulation of settlement (the "Second Amended
Stipulation") which modified certain of the settlement terms contained in the
Amended Stipulation. The Second Amended Stipulation was preliminarily approved
by the Court by its "Second Modified Order Preliminarily Approving Settlement,
Conditionally Certifying Settlement Class and Providing For Notice of, and
Hearing On, the Proposed Settlement" dated March 6, 2000 (the "March 2000
Order"). Prior to issuing a final order approving the settlement of the second
sub-class involving the Partnership, the Court will hold a fairness hearing that
will be open to all interested parties and permit any party to object to the
settlement. The investors of the Partnership and all other plaintiff sub-class
members will receive a Notice of Settlement and other information pertinent to
the settlement of their claims that will be mailed to them in advance of the
fairness hearing.
The settlement of the second sub-class is premised on the consolidation of
the Exchange Partnerships' net assets (the "Consolidation"), subject to certain
conditions, into a single successor company ("Newco"). Under the proposed
Consolidation, the partners of the Exchange Partnerships would receive both
common stock in Newco and a cash distribution; and thereupon the Exchange
Partnerships would be dissolved. In addition, EFG would contribute certain
management contracts, operations personnel, and business opportunities to Newco
and cancel its current management contracts with all of the Exchange
Partnerships. Newco would operate principally as a
21
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
finance company and would use its best efforts to list its shares on the NASDAQ
National Market or another national exchange or market as soon after the
Consolidation as Newco deems that market conditions and its business operations
are suitable for listing its shares and Newco has satisfied all necessary
regulatory and listing requirements. The potential benefits and risks of the
Consolidation will be presented in a Solicitation Statement that will be mailed
to all of the partners of the Exchange Partnerships as soon as the associated
regulatory review process is completed and at least 60 days prior to the
fairness hearing. A preliminary Solicitation Statement was filed with the
Securities and Exchange Commission on August 24, 1998 and remains pending. Class
members will be notified of the actual fairness hearing date when it is
confirmed.
One of the principal objectives of the Consolidation is to create a company
that would have the potential to generate more value for the benefit of existing
limited partners than other alternatives, including continuing the Partnership's
customary business operations until all of its assets are disposed in the
ordinary course of business. To facilitate the realization of this objective,
the Amended Stipulation provided, among other things, that commencing March 22,
1999, the Exchange Partnerships could collectively invest up to 40% of the total
aggregate net asset values of all of the Exchange Partnerships in any
investment, including additional equipment and other business activities that
the general partners of the Exchange Partnerships and EFG reasonably believed to
be consistent with the anticipated business interests and objectives of Newco,
subject to certain limitations. The Second Amended Stipulation, among other
things, quantified the 40% limitation using a whole dollar amount of $32 million
in the aggregate.
On March 8, 2000, the Exchange Partnerships collectively made a $32 million
loan as permitted by the Second Amended Stipulation approved by the Court. The
Partnership's portion of the aggregate loan is $1,650,000. The loan consists of
a term loan to Echelon Residential Holdings, a newly-formed real estate company
that is owned by several independent investors and, in his individual capacity,
James A. Coyne, Executive Vice President of EFG. In addition, certain affiliates
of the General Partner made loans to Echelon Residential Holdings in their
individual capacities. Echelon Residential Holdings, through a wholly-owned
subsidiary, ("Echelon Residential LLC"), used the loan proceeds, along with the
loan proceeds from similar loans by ten affiliated partnerships representing $32
million in the aggregate, to acquire various real estate assets from Echelon
International Corporation, an independent Florida-based real estate company. The
loan has a term of 30 months maturing on September 8, 2002 and bears interest at
the annual rate of 14% for the first 24 months and 18% for the final six months
of the term. Interest accrues and compounds monthly but is not payable until
maturity. Echelon Residential Holdings has pledged its membership interests in
Echelon Residential LLC to the Exchange Partnerships as collateral for the loan.
In the absence of the Court's authorization to enter into new investment
activities, the Partnership's Restated Agreement, as amended, would not permit
such activities without the approval of limited partners owning a majority of
the Partnership's outstanding Units. Consistent with the Amended Stipulation,
the Second Amended Stipulation provides terms for unwinding any new investment
transactions in the event that the Consolidation is not effected or the
Partnership objects to its participation in the Consolidation.
The Second Amended Stipulation, as well as the Amended Stipulation and the
original Stipulation of Settlement, prescribe certain conditions necessary to
effect a final settlement, including providing the partners of the Exchange
Partnerships with the opportunity to object to the participation of their
partnership in the Consolidation. Assuming the proposed settlement is effected
according to present terms, the Partnership's share of legal fees and expenses
related to the Class Action Lawsuit and the Consolidation is estimated to be
approximately $ 360,000, of which approximately $41,000, $50,000 and $269,000
was expensed by the Partnership in 2000, 1999 and 1998, respectively.
While the Court's August 20 Order enjoined certain class members, including
all of the partners of the Partnership, from transferring, selling, assigning,
giving, pledging, hypothecating, or otherwise disposing of any Units pending the
Court's final determination of whether the settlement should be approved, the
March 22 Order permitted the partners to transfer Units to family members or as
a result of the divorce, disability or death of the partner. No other transfers
are permitted pending the Court's final determination of whether the settlement
should
22
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
be approved. The provision of the August 20 Order which enjoined the General
Partners of the Exchange Partnerships from, among other things, recording any
transfers not in accordance with the Court's order remains effective.
There can be no assurance that settlement of the sub-class involving the
Exchange Partnerships will receive final Court approval and be effected. There
also can be no assurance that all or any of the Exchange Partnerships will
participate in the Consolidation because if limited partners owning more than
one-third of the outstanding Units of a partnership object to the Consolidation,
then that partnership will be excluded from the Consolidation. Notwithstanding
the extent of delays experienced thus far in achieving a final settlement of the
Class Action Lawsuit with respect to the Exchange Partnerships, the General
Partner and its affiliates, in consultation with counsel, continue to feel that
there is a reasonable basis to believe that a final settlement of the sub-class
involving the Exchange Partnerships ultimately will be achieved. However, in the
absence of a final settlement approved by the Court, the Defendants intend to
defend vigorously against the claims asserted in the Class Action Lawsuit.
Neither the General Partner nor its affiliates can predict with any degree of
certainty the cost of continuing litigation to the Partnership or the ultimate
outcome.
In addition to the foregoing, the Partnership is a party to other lawsuits
that have arisen out of the conduct of its business, principally involving
disputes or disagreements with lessees over lease terms and conditions as
described below:
ACTION INVOLVING TRANSMERIDIAN AIRLINES
On November 9, 1998, First Security Bank, N.A., as trustee of the
Partnership and certain affiliated investment programs (collectively, the
"Plaintiffs), filed an action in Superior Court of the Commonwealth of
Massachusetts in Suffolk County against Prime Air, Inc. d/b/a Transmeridian
Airlines ("Transmeridian"), Atkinson & Mullen Travel, Inc., and Apple Vacations,
West, Inc., both d/b/a Apple Vacations, asserting various causes of action for
declaratory judgment and breach of contract. The action subsequently was removed
to United States District Court for the District of Massachusetts. Transmeridian
filed counterclaims for breach of contract, quantum meruit, conversion, breach
of the implied covenant of good faith and fair dealing, and violation of M.G.L.
c. 93A. The Plaintiffs subsequently filed an Amended Complaint asserting claims
for breaches of contract and covenant of good faith and fair dealing against
Transmeridian and breach of guaranty against Apple Vacations.
The Plaintiffs are seeking damages for, among other things, breach of
contract arising out of Transmeridian's refusal to repair or replace burned
engine blades found in one engine during a pre-return inspection of an aircraft
leased by Transmeridian from the Plaintiffs, a Boeing 727-251 ADV aircraft (the
"Aircraft"). The estimated cost to repair the engine and lease a substitute
engine during the repair period was approximately $488,000. Repairs were
completed in June 1999. The Plaintiffs intend to enforce written guarantees
issued by Apple Vacations that absolutely and unconditionally guarantee
Transmeridian's performance under the lease agreement and are seeking recovery
of all costs, lost revenue and monetary damages in connection with this matter.
Notwithstanding the foregoing, the Plaintiffs were required to advance the cost
of repairing the engine and leasing a substitute engine and cannot be certain
whether the guarantees will be enforced. Therefore, the Partnership accrued and
expensed its share of these costs, or approximately $43,000 in 1998 and $13,000
in 1999. On September 22, 2000, Transmeridian filed a petition for bankruptcy
reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court
for the Northern District of Georgia in Atlanta (the "Bankruptcy Court"). This
filing automatically stayed all pending litigation against Transmeridian,
including this action. The Bankruptcy filings indicate Transmeridian has at
least $24 million in debt. In January 2001, Transmeridian filed a reorganization
plan and disclosure statement indicating that little if any money will be
available for distribution to unsecured creditors like the Partnership. The
Partnership's counsel has recently initiated discussions with Transmeridian's
counsel concerning settlement of the claims against Transmeridian. No assurances
can be given that a settlement will be reached.
On March 2, 2001, the Partnership's counsel filed a motion in the
Bankruptcy Court asking the Court to lift the automatic stay of this
Massachusetts proceeding so that it may proceed to final judgment. The
Bankruptcy Court
23
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
has scheduled a hearing on this motion for April 10, 2001. Transmeridian's
bankruptcy counsel has indicated that he is considering asking the Court to move
this Massachusetts action to Georgia and consolidate it with the bankruptcy
proceeding. The General Partner cannot predict the outcome of its motion for
relief from stay or Transmeridian's efforts to transfer venue of the
Massachusetts action.
Notwithstanding the Transmeridian bankruptcy, the General Partner plans to
vigorously pursue enforcement of the written guarantees issued by Apple
Vacations; however, it is too early to predict the Plaintiffs' likelihood of
success. This aircraft was sold in June 1999.
ACTION INVOLVING NORTHWEST AIRLINES, INC.
On September 22, 1995, Investors Asset Holding Corp. and First Security
Bank, N.A., trustees of the Partnership and certain affiliated investment
programs (collectively, the "Plaintiffs"), filed an action in United States
District Court for the District of Massachusetts against a lessee of the
Partnership, Northwest Airlines, Inc. ("Northwest"). The Complaint alleges that
Northwest did not fulfill its maintenance return obligations under its Lease
Agreements with the Plaintiffs and seeks declaratory judgment concerning
Northwest's obligations and monetary damages. Northwest filed an Answer to the
Plaintiffs' Complaint and a motion to transfer the venue of this proceeding to
Minnesota. The Court denied Northwest's motion. On June 29, 1998, a United
States Magistrate Judge recommended entry of partial summary judgment in favor
of the Plaintiffs. Northwest appealed this decision. On April 15, 1999, the
United States District Court Judge adopted the Magistrate Judge's recommendation
and entered partial summary judgment in favor of the Plaintiffs on their claims
for declaratory judgment. The parties then undertook a second phase of
discovery, focused on damages. This second phase of damages is scheduled to
conclude in April 2001 with the completion of depositions of the parties'
experts. In February 2001 the District Court also denied summary judgment on
certain of the Plaintiffs' other claims, including their tort claims for
conversion. If no settlement is reached, the Plaintiffs will proceed to trial
for an assessment of damages. No firm trial date has been established at this
time; however, if a trial should become necessary, it is not expected to occur
before June 2001. The General Partner believes that the Plaintiff's claims
ultimately will prevail and that the Partnership's financial position will not
be adversely affected by the outcome of this action.
24
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
NOTE 8 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the
years ended December 31, 2000 and 1999:
THREE MONTHS ENDED
------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, TOTAL
--------- -------- ------------- ------------ ---------
2000
Total lease revenue ...... $ 6,779 $ 18,582 $ 9,694 $ 12,867 $ 57,922
Net income (loss) ........ 19,620 (10,524) (90,243) (128,591) (209,738)
Net income (loss) per
limited partnership unit 0.07 (0.04) (0.30) (0.43) (0.70)
1999
Total lease revenue ...... $43,782 $ 39,905 $16,413 $ 34,414 $134,514
Net (loss) income ........ (3,835) 764,639 36,609 (23,738) 773,675
Net (loss) income per
limited partnership unit (0.01) 2.54 0.12 (0.08) 2.57
The Partnership's net income in the three months ended June 30, 1999 is
primarily the result of the sale of the Partnership's interest in two aircraft,
resulting in a net gain, for financial statement purposes, of $720,760.
25
ADDITIONAL FINANCIAL INFORMATION
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH GENERATED TO COST
OF EQUIPMENT DISPOSED
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
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 revenue, 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, 2000, 1999 and 1998.
2000 1999 1998
---------------- ---------------- ----------------
Rents earned prior to disposal of
equipment, net of interest charges................ $ 302,660 $ 3,053,556 $ 462,256
Sale proceeds realized upon disposition
of equipment...................................... 8,800 857,150 65,000
---------------- ---------------- ----------------
Total cash generated from rents
and equipment sale proceeds....................... 311,460 3,910,706 527,256
Original acquisition cost of equipment disposed........ 81,574 3,217,380 329,820
---------------- ---------------- ----------------
Excess of total cash generated to cost
of equipment disposed............................. $ 229,886 $ 693,326 $ 197,436
================ ================ ================
26
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS LIMITED PARTNERSHIP
STATEMENT OF CASH AND DISTRIBUTABLE CASH FROM OPERATIONS,
SALES AND REFINANCINGS
FOR THE YEAR ENDED DECEMBER 31, 2000
SALES AND
OPERATIONS REFINANCINGS TOTAL
------------------ ------------------ ------------------
Net (loss) income............................... $ (218,538) $ 8,800 $ (209,738)
Add:
Management fees............................ 2,896 2,896
Partnership's share of unconsolidated
real estate venture's loss............. 125,241 -- 125,241
------------------ ------------------ ------------------
Cash from operations, sales and
refinancings........................... (90,401) 8,800 (81,601)
Less:
Management fees............................ (2,896) -- (2,896)
------------------ ------------------ ------------------
Distributable cash from operations,
sales and refinancings................. (93,297) 8,800 (84,497)
Other sources and uses of cash:
Cash and cash equivalents 1,962,569 631,144 2,593,713
at beginning of year...................
Net change in receivables and accruals..... (11,510) -- (11,510)
Investment in real estate venture.......... (1,066,558) (583,442) (1,650,000)
Less:
Cash distributions paid.................... -- (56,502) (56,502)
------------------ ------------------ ------------------
Cash and cash equivalents at end of year........ $ 791,204 $ -- $ 791,204
================== ================== ==================
27
AMERICAN INCOME FUND I-A,
A MASSACHUSETTS 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
FOR THE YEAR ENDED DECEMBER 31, 2000
For the year ended December 31, 2000, the Partnership reimbursed the
General Partner and its Affiliates for the following costs:
Operating expenses $ 225,973
28