UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
-----------------------------
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 March 31, 1998 Commission File No. 0-20030
American Income Fund I-D, a Massachusetts Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-3122696
- ------------- ----------
(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
--------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No
--- ---
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at March 31, 1998 and December 31, 1997 3
Statement of Operations
for the three months ended March 31, 1998 and 1997 4
Statement of Changes in Partners' Capital
for the three months ended March 31, 1998 5
Statement of Cash Flows
for the three months ended March 31, 1998 and 1997 6
Notes to the Financial Statements 7-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-16
PART II. OTHER INFORMATION:
Items 1 - 6 17
2
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
STATEMENT OF FINANCIAL POSITION
March 31, 1998 and December 31, 1997
(Unaudited)
March 31, December 31,
1998 1997
----------- -----------
ASSETS
Cash and cash equivalents $ 3,388,206 $ 3,038,635
Rents receivable 224,867 147,712
Accounts receivable - affiliate 95,945 367,376
Note receivable - affiliate 898,405 898,405
Investment securities - affiliate 356,971 305,975
Equipment at cost, net of accumulated depreciation
of $8,976,276 and $8,800,492 at March 31, 1998
and December 31, 1997, respectively 9,717,507 10,111,760
----------- -----------
Total assets $14,681,901 $14,869,863
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 5,084,507 $ 5,334,349
Accrued interest 40,421 36,923
Accrued liabilities 11,112 9,200
Accrued liabilities - affiliate 20,036 27,939
Deferred rental income 67,378 106,513
Cash distributions payable to partners 163,722 163,722
----------- -----------
Total liabilities 5,387,176 5,678,646
----------- -----------
Partners' capital (deficit):
General Partner (453,067) (458,243)
Limited Partnership Interests
(829,521.30 Units; initial purchase
price of $25 each) 9,747,792 9,649,460
----------- -----------
Total partners' capital 9,294,725 9,191,217
----------- -----------
Total liabilities and partners' capital $14,681,901 $14,869,863
=========== ===========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
STATEMENT OF OPERATIONS
for the three months ended March 31, 1998 and 1997
(Unaudited)
1998 1997
---------- ----------
Income:
Lease revenue $ 681,454 $1,151,969
Interest income 43,323 22,843
Interest income - affiliate 22,460 --
Gain on sale of equipment 18,742 68,709
---------- ----------
Total income 765,979 1,243,521
---------- ----------
Expenses:
Depreciation 374,997 756,910
Interest expense 105,923 90,258
Equipment management fees - affiliate 31,224 42,772
Operating expenses - affiliate 37,601 46,600
---------- ----------
Total expenses 549,745 936,540
---------- ----------
Net income $ 216,234 $ 306,981
========== ==========
Net income
per limited partnership unit $ 0.25 $ 0.35
========== ==========
Cash distribution declared
per limited partnership unit $ 0.19 $ 0.25
========== ==========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
for the three months ended March 31, 1998
(Unaudited)
General Limited Partners
Partner -----------------------
Amount Units Amount Total
------ ----- ------ -----
Balance at December 31, 1997 $ (458,243) 829,521.30 $ 9,649,460 $ 9,191,217
Net income 10,812 -- 205,422 216,234
Unrealized gain on investment
securities - affiliate 2,550 -- 48,446 50,996
----------- ---------- ----------- -----------
Comprehensive income 13,362 -- 253,868 267,230
----------- ---------- ----------- -----------
Cash distributions declared (8,186) -- (155,536) (163,722)
----------- ---------- ----------- -----------
Balance at March 31, 1998 $ (453,067) 829,521.30 $ 9,747,792 $ 9,294,725
=========== ========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
STATEMENT OF CASH FLOWS
for the three months ended March 31, 1998 and 1997
(Unaudited)
1998 1997
----------- -----------
Cash flows from (used in) operating activities:
Net income $ 216,234 $ 306,981
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation 374,997 756,910
Gain on sale of equipment (18,742) (68,709)
Changes in assets and liabilities
Decrease (increase) in:
Rents receivable (77,155) 102,281
Accounts receivable - affiliate 271,431 (87,707)
Increase (decrease) in:
Accrued interest 3,498 (31,422)
Accrued liabilities 1,912 (4,250)
Accrued liabilities - affiliate (7,903) 16,324
Deferred rental income (39,135) (46,404)
----------- -----------
Net cash from operating activities 725,137 944,004
----------- -----------
Cash flows from investing activities:
Proceeds from equipment sales 37,998 110,932
----------- -----------
Net cash from investing activities 37,998 110,932
----------- -----------
Cash flows used in financing activities:
Principal payments - notes payable (249,842) (919,023)
Distributions paid (163,722) (218,296)
----------- -----------
Net cash used in financing activities (413,564) (1,137,319)
----------- -----------
Net increase (decrease) in cash and cash equivalents 349,571 (82,383)
Cash and cash equivalents at beginning of period 3,038,635 1,627,768
----------- -----------
Cash and cash equivalents at end of period $ 3,388,206 $ 1,545,385
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 102,425 $ 121,680
=========== ===========
Supplemental disclosure of non-cash investing and financing activities:
See Note 5 to the financial statements regarding the recognition of an
unrealized gain on the Partnership's investment securities - affiliate during
the three months ended March 31, 1998.
The accompanying notes are an integral part
of these financial statements.
6
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
Notes to the Financial Statements
March 31, 1998
(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 1997 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1997 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at March 31, 1998 and December 31, 1997 and results of operations for
the three month periods ended March 31, 1998 and 1997 have been made and are
reflected.
As of January 1, 1998, the Company adopted Statement 130, Reporting
Comprehensive Income. Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this Statement had no impact on the Partnership's net income or partners'
capital. Statement 130 requires unrealized gains or losses on the Partnership's
available-for-sale securities, which prior to adoption were reported separately
in partners' capital, to be included in comprehensive income. During the first
quarter of 1998, total comprehensive income amounted to $267,230.
NOTE 2 - CASH
At March 31, 1998, the Partnership had $3,203,751 invested in federal agency
discount notes and in reverse repurchase agreements secured by U.S. Treasury
Bills or interests in U.S. Government securities.
NOTE 3 - REVENUE RECOGNITION
Rents are payable to the Partnership monthly, quarterly or semi-annually and
no significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. Future minimum rents of
$5,938,759 are due as follows:
For the year ending March 31, 1999 $2,083,661
2000 1,285,780
2001 845,175
2002 845,175
2003 715,577
Thereafter 163,391
----------
Total $5,938,759
==========
7
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
NOTE 4 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at March 31,
1998. Remaining Lease Term (Months), as used below, represents the number of
months remaining from March 31, 1998 under contracted lease terms and is
presented as a range when more than one lease agreement is contained in the
stated equipment category. 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 Equis Financial Group Limited Partnership ("EFG") the
acquisition cost of the equipment did not exceed its fair market value.
Remaining
Lease Term Equipment
Equipment Type (Months) at Cost
-------------- -------- -------
Aircraft 16-57 $10,081,685
Materials handling 0-17 3,559,639
Construction & mining 0-16 2,382,634
Trailers/intermodal containers 0-63 2,106,595
Retail store fixtures 12 316,563
Furniture & fixtures 0 97,082
Communications 0 67,899
Tractors & heavy duty trucks 0 62,319
Photocopying 1 19,367
-----------
Total equipment cost 18,693,783
Accumulated depreciation (8,976,276)
-----------
Equipment, net of accumulated depreciation $ 9,717,507
===========
At March 31, 1998, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $10,452,312, representing approximately
56% of total equipment cost.
The summary above includes equipment held for sale or re-lease with a cost
and net book value of approximately $907,000 and $34,000, respectively, at March
31, 1998. The General Partner is actively seeking the sale or re-lease of all
equipment not on lease. The summary above also includes equipment being leased
on a month-to-month basis.
NOTE 5 - INVESTMENT SECURITIES - AFFILIATE/NOTE RECEIVABLE - AFFILIATE
On April 30, 1997, the vessel partnerships, in which the Partnership and
certain affiliated investment programs are limited partners and through which
the Partnership and the affiliated investment programs shared economic interests
in three cargo vessels (the "Vessels") leased by Gearbulk Shipowning Ltd
(formerly Kristian Gerhard Jebsen Skipsrederi A/S) (the "Lessee"), exchanged
their ownership interests in the Vessels for aggregate consideration of
$11,565,375, consisting of 1,987,000 newly issued shares (at $1.50 per share) of
common stock in Semele Group, Inc. ("Semele") (formerly Banyan Strategic Land
Fund II), a purchase money note of $8,219,500 (the "Note") and cash of $365,375.
Semele is a Delaware corporation organized on April 14, 1987 and has its common
stock listed on NASDAQ. At the date of the exchange transaction, the common
stock of Semele had a net book value of approximately $1.50 per share and
closing market value of $1.00 per share. Semele has one principal real estate
asset consisting of an undeveloped 274 acre parcel of land near Malibu,
California ("Rancho Malibu").
8
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Semele and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Semele or by any other party that otherwise would not have
been paid to EFG had the Partnership sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on May 6,
1997 and May 12, 1997. The Note was repaid with $3,800,000 of cash and delivery
of a $4,419,500 note from Semele (the "Semele Note").
As a result of the exchange transaction and its original 66.15% beneficial
ownership interest in Dove Arrow, one of the three Vessels, the Partnership
received $840,676 in cash, became the beneficial owner of 407,970 shares of
Semele common stock (valued at $611,955 ($1.50 per share) at the time of the
exchange transaction) and received a beneficial interest in the Semele Note of
$898,405. The Semele Note bears an annual interest rate of 10% and will be
amortized over three years with mandatory principal reductions, if and to the
extent that net proceeds are received by Semele from the sale or refinancing of
Rancho Malibu. The Partnership recognized interest income of $22,460 related to
the Semele Note during the three months ended March 31, 1998. The Partnership's
interest in the vessel had an original cost and net book value of $5,091,464 and
$2,307,445, respectively. The proceeds realized by the Partnership of $1,568,119
resulted in a net loss, for financial statement purposes, of $739,326. In
addition, as this vessel was disposed of prior to the expiration of the related
lease term, the Partnership received a prepayment of the remaining contracted
rent due under the vessel's lease agreement of $782,917.
Cash equal to the amount of the Semele Note was placed in escrow for the
benefit of Semele in a segregated account pending the outcome of certain
shareholder proposals. Specifically, as part of the exchange, Semele agreed to
seek consent ("Consent") from its shareholders to: (1) amend its certificate of
incorporation and by-laws; (2) make additional amendments to restrict the
acquisition of its common stock in a way to protect Semele's net operating loss
carry-forwards, and (3) engage EFG to provide administrative services to Semele,
which services EFG will provide at cost. On October 21, 1997, such Consent was
obtained from Semele's shareholders. The Consent also allowed for (i) the
election of a new Board of Directors nominated by EFG for terms of up to three
years and an increase in the size of the Board to as many as nine members,
provided a majority of the Board shall consist of members independent of Semele,
EFG or any affiliate; and (ii) an amendment extending Semele's life to perpetual
and changing its name from Banyan Strategic Land Fund II. Contemporaneously with
the Consent being obtained, Semele declared a $0.20 per share dividend to be
paid on all shares, including those beneficially owned by the Partnership. A
dividend of $81,594 was paid to the Partnership on November 17, 1997. This
dividend represented a return of equity to the Partnership, which
proportionately reduced the Partnership's investment in Semele. Subsequent to
the exchange transaction, Gary D. Engle, President and Chief Executive Officer
of EFG, was elected to the Board of Directors and appointed Chief Executive
Officer of Semele and James A. Coyne, Executive Vice President of EFG was
appointed Semele's President and Chief Operating Officer, and elected to the
Board of Directors.
In accordance with the Financial Accounting Standard Board's Statement No.
115, Accounting for Certain Investments in Debt and Equity Securities,
marketable equity securities classified as available-for-sale are required to be
carried at fair value. During the three months ended March 31, 1998, the
Partnership increased the carrying value of its investment in Semele common
stock to $0.875 per share (the quoted price of the Semele stock on NASDAQ at
March 31, 1998) resulting in an unrealized gain in 1998 of $50,996. This gain
was reported as a separate component of comprehensive income, included in
partners' capital.
NOTE 6 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership are paid by EFG on behalf
of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during the three month periods
9
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
ended March 31, 1998 and 1997 which were paid or accrued by the Partnership to
EFG or its Affiliates, are as follows:
1998 1997
--------- ---------
Equipment management fees $ 31,224 $ 42,772
Administrative charges 16,620 9,756
Reimbursable operating expenses
due to third parties 20,981 36,844
--------- ---------
Total $ 68,825 $ 89,372
========= =========
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 March
31, 1998, the Partnership was owed $95,945 by EFG for such funds and the
interest thereon. These funds were remitted to the Partnership in April 1998.
NOTE 7 - NOTES PAYABLE
Notes payable at March 31, 1998 consisted of installment notes of $5,084,507
payable to banks and institutional lenders. The installment notes bear interest
rates ranging between 8.65% and 8.89%, except for one note which bears a
fluctuating interest rate based on LIBOR plus a margin (5.63% at March 31,
1998). All of the installment notes are non-recourse and are collateralized by
the equipment and assignment of the related lease payments. Generally, the
installment notes will be fully amortized by noncancellable rents. However, the
Partnership has balloon payment obligations at the expiration of the respective
primary lease terms related to aircraft leased by Finnair OY and Reno Air of
$1,367,145 and $823,037, respectively. The carrying amount of notes payable
approximates fair value at March 31, 1998.
The annual maturities of the installment notes payable are as follows:
For the year ending March 31, 1999 $ 1,259,275
2000 2,026,072
2001 352,038
2002 380,710
2003 1,066,412
---------
Total $5,084,507
==========
NOTE 8 - LEGAL PROCEEDINGS
On or about January 15, 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
10
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
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 March 9, 1998, counsel for the Defendants and the Plaintiffs entered
into a Memorandum of Understanding setting forth the 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 Memorandum of Understanding represents a preliminary
step towards a comprehensive Stipulation of Settlement between the parties that
must be presented to and approved by the Court as a condition precedent to
effecting a settlement. The Memorandum of Understanding (i) prescribes a number
of conditions necessary to achieving a settlement, including providing the
partners (or beneficiaries, as applicable) of the Nominal Defendants with the
opportunity to vote on any settlement and (ii) contemplates various changes
that, if effected, would alter the future operations of the Nominal Defendants.
With respect to the Partnership and 10 affiliated partnerships (hereafter
referred to as the "Exchange Partnerships"), the Memorandum of Understanding
provides for the restructuring of their respective business operations into a
single successor company whose securities would be listed and traded on a
national stock exchange. The partners of the Exchange Partnerships would receive
both common stock in the new company and a cash distribution in exchange for
their existing partnership interests. Such a transaction would, among other
things, allow for the consolidation of the Partnership's operating expenses with
other similarly-organized equipment leasing programs. To the extent that the
parties agree upon a Stipulation of Settlement that is approved by the Court,
the complete terms thereof will be communicated to all of the partners (or
beneficiaries) of the Nominal Defendants to enable them to vote thereon.
There can be no assurance that the parties will agree upon a Stipulation
of Settlement, or that it will be approved by the Court, or that the outcome of
the voting by the partners (or beneficiaries) of the Nominal Defendants,
including the Partnership, will result in a settlement finally being effected or
in the Partnership being included in any such settlement. The General Partner
and its affiliates, in consultation with counsel, concur that there is a
reasonable basis to believe that a Stipulation of Settlement will be agreed upon
by the parties and approved by the Court. In the absence of a Stipulation of
Settlement approved by the Court, the Defendants intend to defend vigorously
against the claims asserted in the Class Action Lawsuit. The General Partner and
its affiliates cannot predict with any degree of certainty the ultimate outcome
of such litigation.
On July 27, 1995, EFG, on behalf of the Partnership and other EFG-sponsored
investment programs, filed an action in the Commonwealth of Massachusetts
Superior Court Department of the Trial Court in and for the County of Suffolk,
for damages and declaratory relief against a lessee of the Partnership, National
Steel Corporation ("National Steel"), under a certain Master Lease Agreement
("MLA") for the lease of certain equipment. EFG is seeking the reimbursement by
National Steel of certain sales and/or use taxes paid to the State of Illinois
and other remedies provided by the MLA. On August 30, 1995, National Steel filed
a Notice of Removal which removed the case to the United States District Court,
District of Massachusetts. On September 7, 1995, National Steel filed its Answer
to EFG's Complaint along with Affirmative Defenses and Counterclaims, seeking
declaratory relief and alleging breach of contract, implied covenant of good
faith and fair dealing and specific performance. EFG filed its Answer to these
counterclaims on September 29, 1995. Though the parties discussed settlement
with respect to this matter for some time, the negotiations were unsuccessful.
Notwithstanding these discussions, EFG recently filed an Amended and
Supplemental Complaint alleging further default under the MLA and EFG recently
filed a motion for Summary Judgment on all claims and counterclaims. The Court
held a hearing on EFG's motion in December 1997 and the Court recently entered a
decision dismissing certain of National Steel's
11
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
counterclaims and finding in favor of EFG on certain issues and in favor of
National Steel on other issues. The Partnership does not anticipate that it will
experience any material losses as a result of this action.
12
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Certain statements in this quarterly report of American Income Fund I-D, 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 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
outcome of the Class Action Lawsuit described in Note 8 to the accompanying
financial statements, and the ability of Equis Financial Group Limited
Partnership (formerly American Finance Group) ("EFG"), to collect all rents due
under the attendant lease agreements and successfully remarket the Partnership's
equipment upon the expiration of such leases.
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. EFG's computer
programs were designed and written using four digits to define the applicable
year. As a result, EFG does not anticipate system failure or miscalculations
causing disruptions of operations. Based on recent assessments, EFG determined
that minimal modification of software is required so that its network operating
system will function properly with respect to dates in the year 2000 and
thereafter. EFG believes that with these modifications to the existing operating
system, the Year 2000 Issue will not pose significant operational problems for
its computer systems. EFG will utilize internal resources to upgrade software
for Year 2000 modifications and anticipates completing the Year 2000 project by
December 31, 1998, which is prior to any anticipated impact on its operating
system. The total cost of the Year 2000 project is expected to be insignificant
and have no effect on the results of operations of the Partnership.
Three months ended March 31, 1998 compared to the three months ended March 31,
1997:
Overview
The Partnership was organized in 1991 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. The value of the Partnership's equipment
portfolio decreases over time due to depreciation resulting from age and usage
of the equipment, as well as technological changes and other market factors. In
addition, the Partnership does not replace equipment as it is sold; therefore,
its aggregate investment value in equipment declines from asset disposals
occurring in the normal course. The Partnership's stated investment objectives
and policies contemplated that the Partnership would wind-up its operations
within approximately seven years of its inception. Presently, the Partnership is
a Nominal Defendant in a Class Action Lawsuit. The outcome of the Class Action
Lawsuit could alter the nature of the Partnership's organization and its future
business operations. See Note 8 to the accompanying financial statements.
Results of Operations
For the three months ended March 31, 1998, the Partnership recognized lease
revenue of $681,454 compared to $1,151,969 for the same period in 1997. The
decrease in lease revenue from 1997 to 1998 reflects the effects of primary
lease term expirations, the sale of equipment and the exchange in the second
quarter of 1997 of the Partnership's interest in a vessel for consideration
consisting of newly issued shares of common stock in Semele Group, Inc.
(formerly Banyan Strategic Land Fund II) ("Semele"), a note receivable from
Semele and cash (see Note 5 to the financial statements herein). During the
three months ended March 31, 1997, the
13
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
Partnership recognized revenue of $265,954 related to this vessel. In the
future, lease revenue will continue to decline due to primary and renewal lease
term expirations and the sale of equipment.
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.
Interest income for the three months ended March 31, 1998 was $65,783
compared to $22,843 for the same period in 1997. Interest income is typically
generated from temporary investment of rental receipts and equipment sale
proceeds in short-term instruments. Interest income in 1998 included $22,460
earned on the note receivable from Semele. The amount of future interest income
is expected to fluctuate in relation to prevailing interest rates, the
collection of lease revenue, and the proceeds from equipment sales.
During the three months ended March, 31, 1998, the Partnership sold equipment
having a net book value of $19,256 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes of $18,742
compared to a net gain in 1997 of $68,709 on equipment having a net book value
of $42,223.
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
future gains or losses reported in the financial statements may not be
indicative of the total residual value the Partnership achieved from leasing the
equipment.
Depreciation expense for the three months ended March 31, 1998 was $374,997
compared to $756,910 for the same period in 1997. For financial reporting
purposes, to the extent that an asset is held on primary lease term, the
Partnership depreciates the difference between (i) the cost of the asset and
(ii) the estimated residual value of the asset at the date of primary lease
expiration on a straight-line basis over such term. For purposes of this policy,
estimated residual values represent estimates of equipment values at the date of
the primary lease expiration. To the extent that equipment 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.
14
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
Interest expense was $105,923 or 15.5% of lease revenue for the three months
ended March 31, 1998 compared to $90,258 or 7.8% of lease revenue for the same
period in 1997. The increase in interest expense from 1997 to 1998 reflects an
underaccrual during the three months ended March 31, 1997. Interest expense in
future periods will decline in amount and as a percentage of lease revenue as
the principal balance of notes payable is reduced through the application of
rent receipts to outstanding debt.
Management fees were approximately 4.6% of lease revenue during the three
months ended March 31, 1998 compared to 3.7% of lease revenue for the same
period in 1997. 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. The decrease in operating expenses from 1997 to 1998 reflects costs
incurred in 1997 in connection with the remarketing of certain equipment. The
amount of future operating expenses cannot be predicted with certainty; however,
such expenses are usually higher during the acquisition and liquidation phases
of a partnership. Other fluctuations typically occur in relation to the volume
and timing of remarketing activities.
Liquidity and Capital Resources and Discussion of Cash Flows
The Partnership by its nature is a limited life entity which was established
for specific purposes described in the preceding "Overview". As an equipment
leasing program, the Partnership's principal operating activities derive from
asset rental transactions. Accordingly, the Partnership's principal source of
cash from operations is provided by the collection of periodic rents. These cash
inflows are used to satisfy debt service obligations associated with leveraged
leases, and to pay management fees and operating costs. Operating activities
generated net cash inflows of $725,137 and $944,004 during the three months
ended March 31, 1998 and 1997, 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 realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the three months
ended March 31, 1998, the Partnership realized $37,998 in equipment sale
proceeds compared to $110,932 for the same period in 1997. 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 accordance with the Financial Accounting Standard Board's Statement No.
115, Accounting for Certain Investments in Debt and Equity Securities,
marketable equity securities classified as available-for-sale are required to be
carried at fair value. During the three months ended March 31, 1998, the
Partnership increased
15
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
the carrying value of its investment in Semele common stock to $0.875 per share
(the quoted price of the Semele stock on NASDAQ at March 31, 1998) resulting in
an unrealized gain in 1998 of $50,996. This gain was reported as a component of
comprehensive income, included in partners' capital. The General Partner
believes that the underlying tangible assets of Semele, particularly the Rancho
Malibu property, can be sold or developed on a tax free basis due to Semele's
net operating loss carry forwards and can provide an attractive economic return
to the Partnership.
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. Each note payable is recourse
only to the specific equipment financed and to the minimum rental payments
contracted to be received during the debt amortization period (which period
generally coincides with the lease rental term). As rental payments are
collected, a portion or all of the rental payment is used to repay the
associated indebtedness. In the near term, the amount of cash used to repay debt
obligations is expected to be consistent with the quarter ended March 31, 1998.
Subsequently, the amount of such repayments is scheduled to decline as the
principal balance of notes payable is reduced through the collection and
application of rents. In addition, the Partnership has balloon payment
obligations at the expiration of the respective primary lease terms related to
aircraft leased by Finnair OY and Reno Air of $1,367,145 and $823,037,
respectively.
Cash distributions to the General and Limited Partners are declared and
generally paid within fifteen days following the end of each calendar quarter.
The payment of such distributions is presented as a component of financing
activities. For the three months ended March 31, 1998, the Partnership declared
total cash distributions of Distributable Cash From Operations and Distributable
Cash From Sales and Refinancings of $163,722. In accordance with the Amended and
Restated Agreement and Certificate of Limited Partnership, the Limited Partners
were allocated 95% of these distributions, or $155,536, and the General Partner
was allocated 5%, or $8,186. The first quarter 1998 cash distribution was paid
on April 14, 1998.
Cash distributions paid to the Limited Partners consist of both a return of
and a return on capital. Cash distributions do not represent and are not
indicative of yield on investment. Actual yield on investment cannot be
determined with any certainty until conclusion of the Partnership and will be
dependent upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date. Future market conditions, technological changes, the ability
of EFG to manage and remarket the assets, and many other events and
circumstances, could enhance or detract from individual asset yields and the
collective performance of the Partnership's equipment portfolio.
The future liquidity of the Partnership will be influenced by the foregoing,
as well as the outcome of the Class Action Lawsuit described in Note 8 to the
accompanying financial statements. The General Partner anticipates that cash
proceeds resulting from the collection of contractual rents and the outcome of
residual activities will satisfy the Partnership's future expense obligations.
However, the amount of cash available for distribution in future periods will
fluctuate. Equipment lease expirations and asset disposals will cause the
Partnership's net cash from operating activities to diminish over time; and
equipment sale proceeds will vary in amount and period of realization. In
addition, the Partnership may be required to incur asset refurbishment or
upgrade costs in connection with future remarketing activities Accordingly,
fluctuations in the level of quarterly cash distributions are anticipated.
16
AMERICAN INCOME FUND I-D,
a Massachusetts Limited Partnership
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 8 to the financial statements 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
17
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME FUND I-D, a Massachusetts Limited Partnership
By: AFG Leasing VI Incorporated, a Massachusetts
corporation and the General Partner of
the Registrant.
By: /s/ Michael J. Butterfield
-----------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: May 15, 1998
-----------------------------------------
By: /s/ Gary Romano
-----------------------------------------
Gary M. Romano
Clerk of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: May 15, 1998
-----------------------------------------
18