-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IcRHHquZSs2xnRlgJfAXl0kL7yeYiXbs0CFSRfDGiLUrDGbRyjQl98n1dEynK3u2 mEg+FayZCv5ohK/yU+GMFg== 0000808515-95-000008.txt : 19950530 0000808515-95-000008.hdr.sgml : 19950530 ACCESSION NUMBER: 0000808515-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950519 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000808515 STANDARD INDUSTRIAL CLASSIFICATION: 7359 IRS NUMBER: 042979663 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16513 FILM NUMBER: 95540948 BUSINESS ADDRESS: STREET 1: C/O AMERICAN FINANCE GROUP STREET 2: 53 STATE STREET, 14TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175421200 MAIL ADDRESS: STREET 1: C/O AMERICAN FINANCE GROUP STREET 2: 53 STATE STREET, 14TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 1995 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, 1995 Commission File No. 0-16513 American Income Partners III-C Limited Partnership (Exact name of registrant as specified in its charter) Massachusetts 04-2979663 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 98 North Washington Street, Boston, MA 02114 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 854-5800 Exchange Place, 14th Floor, Boston, MA 02109 (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No______ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes_____ No______ AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP FORM 10-Q INDEX Page PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Statement of Financial Position at March 31, 1995 and December 31, 1994 3 Statement of Operations for the three months ended March 31, 1995 and 1994 4 Statement of Cash Flows for the three months ended March 31, 1995 and 1994 5 Notes to the Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II. OTHER INFORMATION: Items 1 - 6 13
[CAPTION] AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP STATEMENT OF FINANCIAL POSITION March 31, 1995 and December 31, 1994 (Unaudited) March 31, December 31, 1995 1994 ASSETS Cash and cash equivalents $ 900,082 $ 837,988 Rents receivable, net of allowance for doubtful accounts of $20,000 and $50,000 at March 31, 1995 and December 31, 1994, respectively 3,404 258,991 Accounts receivable - affiliate 77,964 134,703 Equipment at cost, net of accumulated depreciation of $5,705,435 and $6,662,559 at March 31, 1995 and December 31, 1994, respectively 3,363,682 3,475,123 Total assets $ 4,345,132 $ 4,706,805 LIABILITIES AND PARTNERS' CAPITAL Notes payable $ 57,451 $ 372,398 Accrued interest 513 11,861 Accrued liabilities 11,914 17,414 Accrued liabilities - affiliate 10,579 1,949 Deferred rental income 41,247 20,682 Cash distributions payable to partners 244,359 390,975 Total liabilities 366,063 815,279 Partners' capital (deficit): General Partners (130,127) (131,002) Limited Partnership Interests (774,130 Units; initial purchase price of $25 each) 4,109,196 4,022,528 Total partners' capital 3,979,069 3,891,526 Total liabilities and partners' capital $ 4,345,132 $ 4,706,805
[CAPTION] AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP STATEMENT OF OPERATIONS for the three months ended March 31, 1995 and 1994 (Unaudited) 1995 1994 Income: Lease revenue $ 240,995 $ 466,542 Interest income 10,879 7,636 Gain on sale of equipment 233,188 11,170 Total income 485,062 485,348 Expenses: Depreciation 111,441 319,712 Interest expense 1,546 11,027 Equipment management fees - affiliate 12,050 23,327 Operating expenses - affiliate 28,123 21,684 Total expenses 153,160 375,750 Net income $ 331,902 $ 109,598 Net income per limited partnership unit $ 0.42 $ 0.14 Cash distribution declared per limited partnership unit $ 0.31 $ 0.50
[CAPTION] AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS for the three months ended March 31, 1995 and 1994 (Unaudited) 1995 1994 Cash flows from (used in) operating activities: Net income $ 331,902 $ 109,598 Adjustments to reconcile net income to net cash from operating activities: Depreciation 111,441 319,712 Gain on sale of equipment (233,188) (11,170) Decrease in allowance for doubtful accounts (30,000) -- Changes in assets and liabilities Decrease (increase) in: rents receivable 285,587 128,416 accounts receivable - affiliate 56,739 (22,409) Increase (decrease) in: accrued interest (11,348) (20,359) accrued liabilities (5,500) 1,750 accrued liabilities - affiliate 8,630 5,081 deferred rental income 20,565 22,001 Net cash from operating activities 534,828 532,620 Cash flows from investing activities: Proceeds from equipment sales 233,188 11,170 Net cash from investing activities 233,188 11,170 Cash flows used in financing activities: Principal payments - notes payable (314,947) (230,221) Distributions paid (390,975) (390,975) Net cash used in financing activities (705,922) (621,196) Net increase (decrease) in cash and cash equivalents 62,094 (77,406) Cash and cash equivalents at beginning of period 837,988 1,188,487 Cash and cash equivalents at end of period $ 900,082 $ 1,111,081 Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 12,894 $ 31,386
AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP Notes to the Financial Statements March 31, 1995 (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 1994 Annual Report. Except as disclosed herein, there has been no material change to the information presented in the footnotes to the 1994 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, 1995 and December 31, 1994 and results of operations for the three month periods ended March 31, 1995 and 1994 have been made and are reflected. NOTE 2 - CASH At March 31, 1995, the Partnership had $895,000 invested in reverse repurchase agreements secured by U.S. Treasury Bills or interests in U.S. Government securities. NOTE 3 - REVENUE RECOGNITION Rents are payable to the Partnership monthly, quarterly or semi-annually and no significant amounts are calculated on factors other than the passage of time. The leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred. Future minimum rents of $1,257,818 are due as follows: For the year ending March 31, 1996 $ 583,108 1997 424,802 1998 228,584 1999 21,324 Total $ 1,257,818 NOTE 4 - EQUIPMENT The following is a summary of equipment owned by the Partnership at March 31, 1995. In the opinion of American Finance Group ("AFG"), the carrying value of the equipment does not exceed its fair market value. Lease Term Equipment Equipment Type (Months) at Cost Aircraft 36-60 $ 5,665,903 Retail store fixtures 1-84 988,911 Materials handling 1-84 712,158 Communications 36-84 621,500 Research and test 17-84 282,484 Locomotives 57-60 273,767 Manufacturing 60 195,271 Medical 56-60 162,007 Computers and peripherals 1-60 159,832 Furniture and fixtures 17-84 7,284 Total equipment cost 9,069,117 Accumulated depreciation (5,705,435) Equipment, net of accumulated depreciation $ 3,363,682 At March 31, 1995, the Partnership's equipment portfolio included equipment having a proportionate original cost of $6,599,823, representing approximately 73% of total equipment cost. The summary above includes equipment held for sale or re-lease which had been fully depreciated of approximately $145,000 at March 31, 1995. NOTE 5 - RELATED PARTY TRANSACTIONS All operating expenses incurred by the Partnership are paid by AFG on behalf of the Partnership and AFG is reimbursed at its actual cost for such expenditures. Fees and other costs incurred during each of the three month periods ended March 31, 1995 and 1994, which were paid or accrued by the Partnership to AFG or its Affiliates, are as follows: 1995 1994 Equipment management fees $ 12,050 $ 23,327 Administrative charges 3,000 3,000 Reimbursable operating expenses due to third parties 25,123 18,684 Total $ 40,173 $ 45,011 All rents and proceeds from the sale of equipment are paid directly to either AFG or to a lender. AFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Partnership. At March 31, 1995, the Partnership was owed $77,964 by AFG for such funds and the interest thereon. These funds were remitted to the Partnership in April 1995. NOTE 6 - NOTES PAYABLE Notes payable at March 31, 1995 consisted of installment notes of $57,451 payable to banks and institutional lenders. All of the installment notes are non-recourse, with interest rates ranging between 6.25% and 7.13% and are collateralized by the equipment and assignment of the related lease payments. The installment notes will be fully amortized by noncancellable rents. The annual maturities of the installment notes payable are as follows: For the year ending March 31, 1996 $ 35,793 1997 21,658 Total $ 57,451 AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP FORM 10-Q PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Three months ended March 31, 1995 compared to the three months ended March 31, 1994: Overview As an equipment leasing partnership, the Partnership was organized to acquire a diversified portfolio of capital equipment subject to lease agreements with third parties. The Partnership was designed to progress through three principal phases: acquisitions, operations, and liquidation. During the operations phase, a period of approximately six years, all equipment in the Partnership's portfolio will progress through various stages. Initially, all equipment will generate rental revenues under primary term lease agreements. During the life of the Partnership, these agreements will expire on an intermittent basis and equipment held pursuant to the related leases will be renewed, re-leased or sold, depending on prevailing market conditions and the assessment of such conditions by AFG to obtain the most advantageous economic benefit. Over time, a greater portion of the Partnership's original equipment portfolio will become available for remarketing and cash generated from operations and from sales or refinancings will begin to fluctuate. Ultimately, all equipment will be sold and the Partnership will be dissolved. The Partnership's operations commenced in 1987. Results of Operations For the three months ended March 31, 1995, the Partnership recognized lease revenue of $240,995 compared to $466,542 for the same period in 1994. The decrease in lease revenue between 1994 and 1995 was expected and resulted principally from primary 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 AFG or an affiliated equipment leasing program sponsored by AFG. Proportionate equipment ownership enables the Partnership to further diversify its equipment portfolio by participating in the ownership of selected assets, thereby reducing the general levels of risk which could result from a concentration in any single equipment type, industry or lessee. The Partnership and each affiliate individually report, in proportion to their respective ownership interests, their respective shares of assets, liabilities, revenues, and expenses associated with the equipment. At March 31, 1995, the Managing General Partner lowered the amount reserved against potentially uncollectable rents to $20,000 resulting in an increase in lease revenue of $30,000 during the three months ended March 31, 1995. It cannot be determined whether the Partnership will recover any past due rents in the future; however, the Managing General Partner will pursue the collection of all such items. AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP FORM 10-Q PART I. FINANCIAL INFORMATION Interest income for the three months ended March 31, 1995 was $10,879 compared to $7,636 for the same period in 1994. Interest income is generated from temporary investment of rental receipts and equipment sale proceeds in short-term instruments. The increase in interest income from 1994 to 1995 is principally attributable to an increase in interest rates. The amount of future interest income is expected to fluctuate in relation to prevailing interest rates, the level of lease revenue and the proceeds from equipment sales. For the three months ended March 31, 1995, the Partnership sold equipment which had been fully depreciated to existing lessees and third parties. These sales resulted in a net gain, for financial statement purposes, of $233,188 compared to a net gain in 1994 of $11,170 on equipment which had also been fully depreciated. It cannot be determined whether future sales of equipment will result in a net gain or a net loss to the Partnership, as such transactions will be dependent upon the condition and type of equipment being sold and its marketability at the time of sale. In addition, the amount of gain or loss reported for financial statement purposes is partly a function of the amount of accumulated depreciation associated with the equipment being sold. The ultimate realization of residual value for any type of equipment is dependent upon many factors, including AFG's ability to sell and re-lease equipment. Changing market conditions, industry trends, technological advances, and many other events can converge to enhance or detract from asset values at any given time. AFG attempts to monitor these changes in order to identify opportunities which may be advantageous to the Partnership and which will maximize total cash returns for each asset. The total economic value realized upon final disposition of each asset is comprised of all primary lease term revenues generated from that asset, together with its residual value. The latter consists of cash proceeds realized upon the asset's sale in addition to all other cash receipts obtained from renting the asset on a re-lease, renewal or month-to-month basis. The Partnership classifies such residual rental payments as lease revenue. Consequently, the amount of gain or loss reported in the financial statements is not necessarily indicative of the total residual value the Partnership achieved from leasing the equipment. Depreciation expense for the three months ended March 31, 1995 was $111,441 compared to $319,712 for the same period in 1994. For financial reporting purposes, to the extent that an asset is held on primary lease term, the Partnership depreciates the difference between (i) the cost of the asset and (ii) the estimated residual value of the asset on a straight-line basis over such term. For purposes of this policy, estimated residual values represent estimates of equipment values at the date of primary lease expiration. To the extent that an asset is held beyond its primary lease term, the Partnership continues to depreciate the remaining net book value of the asset on a straight-line basis over the asset's remaining economic life. Interest expense was $1,546 or less than 1% of lease revenue for the three months ended March 31, 1995 compared to $11,027 or 2.4% of lease revenue for the same period in 1994. Interest expense in future periods will continue to decline in amount and as a percentage of lease revenue as the principal balance of notes payable is reduced through the application of rent receipts to outstanding debt. Management fees were 5% of lease revenue during each of the three month periods ended March 31, 1995 and 1994 and will not change as a percentage of lease revenue in future periods. Operating expenses consist principally of administrative charges, professional service costs, such as audit and legal fees, as well as printing, distribution and remarketing expenses. In certain cases, equipment storage or repairs and maintenance costs may be incurred in connection with equipment being remarketed. Collectively, operating expenses represented 11.7% and 4.6% of lease revenue for the three months ended March 31, 1995 and 1994, respectively. The increase in operating expenses from 1994 to 1995 was due primarily to higher premiums in connection with supplemental insurance policies carried by the Partnership on certain aircraft and a rise in professional service costs. 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 $534,828 during the three months ended March 31, 1995 compared to $532,620 for the same period in 1994. Future renewal, re-lease and equipment sale activities will cause a gradual decline in the Partnership's lease revenues and corresponding sources of operating cash. Overall, expenses associated with rental activities, such as management fees, and net cash flow from operating activities will decline as the Partnership experiences a higher frequency of remarketing events. 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, 1995, the Partnership realized $233,188 in equipment sale proceeds compared to $11,170 for the same period in 1994. Future inflows of cash from asset disposals will vary in timing and amount and will be influenced by many factors including, but not limited to, the frequency and timing of lease expirations, the type of equipment being sold, its condition and age, and future market conditions. The Partnership obtained long-term financing in connection with certain equipment leases. The repayments of principal related to such indebtedness are reported as a component of financing activities. Each note payable is recourse only to the specific equipment financed and to the minimum rental payments contracted to be received during the debt amortization period (which period generally coincides with the lease rental term). As rental payments are collected, a portion or all of the rental payment is used to repay the associated indebtedness. In future periods, the amount of cash used to repay debt obligations will decline as the principal balance of notes payable is reduced through the collection and application of rents. Cash distributions to the Recognized Owners and General 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, 1995, the Partnership declared total cash distributions of Distributable Cash From Operations and Distributable Cash From Sales and Refinancings of $244,359. In accordance with the Amended and Restated Agreement and Certificate of Limited Partnership, the Recognized Owners were allocated 99% of these distributions, or $241,915, and the General Partners were allocated 1%, or $2,444. The first quarter 1995 cash distribution was paid on April 14, 1995. Cash distributions paid to the Partners consist of both a return of and a return on capital. To the extent that cash distributions consist of Cash From Sales or Refinancings, substantially all of such cash distributions should be viewed as a return of capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Partnership and will be dependent upon the collection of all future contracted rents, the generation of renewal and/or re-lease rents, and the residual value realized for each asset at its disposal date. Future market conditions, technological changes, the ability of AFG to manage and remarket the assets, and many other events and circumstances, could enhance or detract from individual asset yields and the collective performance of the Partnership's equipment portfolio. The future liquidity of the Partnership will be influenced by the foregoing and will be greatly dependent upon the collection of contractual rents and the outcome of residual activities. The Managing General Partner anticipates that cash proceeds resulting from these sources will satisfy the Partnership's future expense obligations. However, the amount of cash available for distribution in future periods will fluctuate. Equipment lease expirations and asset disposals will cause the Partnership's net cash from operating activities to diminish over time; and equipment sale proceeds will vary in amount and period of realization. Accordingly, fluctuations in the level of quarterly cash distributions will occur during the life of the Partnership. AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings Response: None 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 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant and in the capacity and on the date indicated. AMERICAN INCOME PARTNERS III-C LIMITED PARTNERSHIP By: AFG Leasing Incorporated, a Massachusetts corporation and the Managing General Partner of the Registrant. By: /s/ Gary M. Romano Gary M. Romano Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer) Date: May 18, 1995
EX-27 2
5 3-MOS DEC-31-1995 MAR-31-1995 900,082 0 131,368 50,000 0 981,450 9,069,117 5,705,435 4,345,132 308,612 57,451 0 0 0 3,979,069 4,345,132 0 485,062 0 0 151,614 0 1,546 0 0 331,902 0 0 0 331,902 0 0
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