-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSU78e8E0N6xdZu5r1e9Rb0vFfzcEBSZx0s0CPpUym+7bQM7ClwYD0dF7dyaaeBQ ElN0xFxZNo7q9yYbo6+aNw== 0001005477-97-002113.txt : 19970815 0001005477-97-002113.hdr.sgml : 19970815 ACCESSION NUMBER: 0001005477-97-002113 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INCOME PARTNERS V D LTD PARTNERSHIP CENTRAL INDEX KEY: 0000847560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 043090151 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19135 FILM NUMBER: 97663118 BUSINESS ADDRESS: STREET 1: 98 NORTH WASHINGTON ST. CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175421200 MAIL ADDRESS: STREET 1: 98 N WASHINGTON STREET CITY: BOSTON STATE: MA ZIP: 02114 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ ----------------------- For Quarter Ended June 30, 1997 Commission File No. 0-19135 American Income Partners V-D Limited Partnership - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-3090151 - ---------------------------------------- ------------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 88 Broad Street Street, Boston, MA 02110 - ---------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 854-5800 98 North Washington Street, Boston, MA 02114 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |_| No |_| AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP FORM 10-Q INDEX PART I. FINANCIAL INFORMATION: Page ---- Item 1. Financial Statements Statement of Financial Position at June 30, 1997 and December 31, 1996 3 Statement of Operations for the three and six months ended June 30, 1997 and 1996 4 Statement of Cash Flows for the six months ended June 30, 1997 and 1996 5 Notes to the Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 PART II. OTHER INFORMATION: Items 1 - 6 13 2 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP STATEMENT OF FINANCIAL POSITION June 30, 1997 and December 31, 1996 (Unaudited) June 30, December 31, 1997 1996 ----------- ----------- ASSETS Cash and cash equivalents $ 2,692,492 $ 1,867,874 Rents receivable 31,470 15,859 Accounts receivable - affiliate 122,219 101,298 Equipment at cost, net of accumulated depreciation of $3,330,596 and $4,761,138 at June 30, 1997 and December 31, 1996, respectively 710,139 1,566,382 ----------- ----------- Total assets $ 3,556,320 $ 3,551,413 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Notes payable $ 291,294 $ 307,479 Accrued interest 7,044 1,336 Accrued liabilities 15,000 23,245 Accrued liabilities - affiliate 13,854 20,837 Deferred rental income 1,280 194,980 Cash distributions payable to partners 75,825 75,825 ----------- ----------- Total liabilities 404,297 623,702 ----------- ----------- Partners' capital (deficit): General Partner (374,452) (385,667) Limited Partnership Interests (480,227 Units; initial purchase price of $25 each) 3,526,475 3,313,378 ----------- ----------- Total partners' capital 3,152,023 2,927,711 ----------- ----------- Total liabilities and partners' capital $ 3,556,320 $ 3,551,413 =========== =========== The accompanying notes are an integral part of these financial statements. 3 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP STATEMENT OF OPERATIONS for the three and six months ended June 30, 1997 and 1996 (Unaudited) Three Months Six Months Ended June 30, Ended June 30, 1997 1996 1997 1996 -------- -------- -------- -------- Income: Lease revenue $183,537 $355,586 $367,319 $814,471 Interest income 32,501 19,357 62,211 35,070 Gain on sale of equipment 2,475 24,088 195,650 55,747 -------- -------- -------- -------- Total income 218,513 399,031 625,180 905,288 -------- -------- -------- -------- Expenses: Depreciation 73,528 236,577 149,901 476,224 Interest expense 7,042 -- 14,428 -- Equipment management fees - affiliate 8,560 16,787 17,113 43,390 Operating expenses - affiliate 43,375 19,074 67,776 38,663 -------- -------- -------- -------- Total expenses 132,505 272,438 249,218 558,277 -------- -------- -------- -------- Net income $ 86,008 $126,593 $375,962 $347,011 ======== ======== ======== ======== Net income per limited partnership unit $ 0.17 $ 0.25 $ 0.74 $ 0.69 ======== ======== ======== ======== Cash distributions declared per limited partnership unit $ 0.15 $ 0.37 $ 0.30 $ 0.75 ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. 4 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS for the six months ended June 30, 1997 and 1996 (Unaudited) 1997 1996 ----------- ----------- Cash flows from (used in) operating activities: Net income $ 375,962 $ 347,011 Adjustments to reconcile net income to net cash from operating activities: Depreciation 149,901 476,224 Gain on sale of equipment (195,650) (55,747) Changes in assets and liabilities Decrease (increase) in: rents receivable (15,611) (30,985) accounts receivable - affiliate (20,921) 76,134 Increase (decrease) in: accrued interest 5,708 (2,029) accrued liabilities (8,245) (7,500) accrued liabilities - affiliate (6,983) (4,638) deferred rental income 392 (355) ----------- ----------- Net cash from operating activities 284,553 798,115 ----------- ----------- Cash flows from investing activities: Proceeds from equipment sales 707,900 99,914 ----------- ----------- Net cash from investing activities 707,900 99,914 ----------- ----------- Cash flows used in financing activities: Principal payments - notes payable (16,185) (86,802) Distributions paid (151,650) (442,314) ----------- ----------- Net cash used in financing activities (167,835) (529,116) ----------- ----------- Net increase in cash and cash equivalents 824,618 368,913 Cash and cash equivalents at beginning of period 1,867,874 1,108,982 ----------- ----------- Cash and cash equivalents at end of period $ 2,692,492 $ 1,477,895 =========== =========== Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 8,720 $ 2,029 =========== =========== Supplemental disclosure of non-cash activities: The Partnership received $194,092 from a lessee prior to the first quarter of 1997, representing an equipment purchase option. These funds were classified as deferred rental income on the Statement Financial Position at December 31, 1996. During the six months ended June 30 ,1997 the Partnership sold the equipment and such funds were recognized as sales proceeds. The accompanying notes are an integral part of these financial statements. 5 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP Notes to the Financial Statements June 30, 1997 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The financial statements presented herein are prepared in conformity with generally accepted accounting principles and the instructions for preparing Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange Commission and are unaudited. As such, these financial statements do not include all information and footnote disclosures required under generally accepted accounting principles for complete financial statements and, accordingly, the accompanying financial statements should be read in conjunction with the footnotes presented in the 1996 Annual Report. Except as disclosed herein, there has been no material change to the information presented in the footnotes to the 1996 Annual Report. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary to present fairly the financial position at June 30, 1997 and December 31, 1996 and results of operations for the three and six month periods ended June 30, 1997 and 1996 have been made and are reflected. NOTE 2 - CASH At June 30, 1997, the Partnership had $2,590,000 invested in reverse repurchase agreements secured by U.S. Treasury Bills or interests in U.S. Government securities. NOTE 3 - REVENUE RECOGNITION Rents are payable to the Partnership monthly or quarterly and no significant amounts are calculated on factors other than the passage of time. The leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred. Future minimum rents of $467,189 are due as follows: For the year ending June 30, 1998 $ 184,060 1999 109,898 2000 84,778 2001 84,778 2002 3,675 --------- Total $ 467,189 ========= NOTE 4 - EQUIPMENT The following is a summary of equipment owned by the Partnership at June 30, 1997. In the opinion of Equis Financial Group Limited Partnership ("EFG"), the acquisition cost of the equipment did not exceed its fair market value. 6 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP Notes to the Financial Statements (Continued) Lease Term Equipment Equipment Type (Months) At Cost - ------------------------------ ---------- ----------- Aircraft 1-19 $ 1,160,990 Materials handling 1-60 1,079,750 Construction and mining 12-60 364,308 Trailers/intermodal containers 11-66 357,884 Tractors and heavy duty trucks 24-60 301,746 Manufacturing 24-60 268,764 Communications 23-60 229,633 Computers and peripherals 12-60 107,488 Research and test 9-24 105,805 Motor vehicles 24 64,367 ----------- Total equipment cost 4,040,735 Accumulated depreciation (3,330,596) ----------- Equipment, net of accumulated depreciation $ 710,139 =========== At June 30, 1997, the Partnership's equipment portfolio included equipment having a proportionate original cost of $1,332,708 representing approximately 33% of total equipment cost. The summary above includes equipment held for sale or re-lease with an original cost and net book value of approximately $444,000 and $400, respectively, at June 30, 1997. NOTE 5 - RELATED PARTY TRANSACTIONS All operating expenses incurred by the Partnership are paid by EFG on behalf of the Partnership and EFG is reimbursed at its actual cost for such expenditures. Fees and other costs incurred during each of the six month periods ended June 30, 1997 and 1996, which were paid or accrued by the Partnership to EFG or its Affiliates, are as follows: 1997 1996 -------- -------- Equipment management fees $ 17,113 $ 43,390 Administrative charges 27,420 10,272 Reimbursable operating expenses due to third parties 40,356 28,391 -------- -------- Total $ 84,889 $ 82,053 ======== ======== 7 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP Notes to the Financial Statements (Continued) All rents and proceeds from the sale of equipment are paid directly to either EFG or to a lender. EFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Partnership. At June 30, 1997, the Partnership was owed $122,219 by EFG for such funds and the interest thereon. These funds were remitted to the Partnership in July 1997. NOTE 6 - NOTES PAYABLE Notes payable at June 30, 1997 consisted of installment notes payable to banks of $291,294. The installment notes are non-recourse, with interest rates ranging between 9.75% and 9.9% and are collateralized by the equipment and assignment of the related lease payments. All of the notes will be fully amortized by noncancellable rents. The carrying amount of notes payable approximates fair value as June 30, 1997. The annual maturities of the installment notes payable are as follows: For the year ending June 30, 1998 $ 71,619 1999 66,110 2000 72,907 2001 77,013 2002 3,645 --------- Total $ 291,294 ========= NOTE 7 - LEGAL PROCEEDINGS On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited partner units or beneficiary interests in eight investment programs sponsored by EFG filed a lawsuit, as a derivative action, on behalf of the Partnership and 27 other investment programs (collectively, the "Nominal Defendants") in the Superior Court of the Commonwealth of Massachusetts for the County of Suffolk against EFG and certain of EFG's affiliates, including the General Partner of the Partnership and four other wholly-owned subsidiaries of EFG which are general partner or managing trustee of one or more of the investment programs, (collectively, the "Managing Defendants"), and certain other entities and individuals that have control of the Managing Defendants and the Nominal Defendants (the "Controlling Defendants"). The Plaintiffs assert claims of breach of fiduciary duty, breach of contract, unjust enrichment, and equitable relief and seek various remedies, including compensatory and punitive damages to be determined at trial. The General Partner and EFG are in the early stages of evaluating the nature and extent of the claims asserted in this lawsuit and cannot predict its outcome with any degree of certainty. However, based upon all of the facts presently being considered by management, the General Partner and EFG do not believe that any likely outcome will have a material adverse effect on the Partnership. The General Partner, EFG and their affiliates intend to vigorously defend against the lawsuit. 8 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP FORM 10-Q PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Certain statements in this quarterly report that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to a variety of risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the ability of EFG to collect all rents due under the attendant lease agreements and successfully remarket the Partnership's equipment upon the expiration of such leases. Three and six months ended June 30, 1997 compared to the three and six months ended June 30, 1996: Overview The Partnership was organized in 1990 as a direct-participation equipment leasing program to acquire a diversified portfolio of capital equipment subject to lease agreements with third parties. The Partnership's stated investment objectives and policies contemplated that the Partnership would wind-up its operations within approximately seven years of its inception. Accordingly, the General Partner is pursuing the remarketing of all of the Partnership's remaining equipment and expects to engage an investment advisor to provide assistance and evaluate alternative remarketing strategies. Currently, the General Partner anticipates that it will wind-up the operations of the Partnership and make a liquidating distribution to the Partners, net of any cash reserves which the General Partner may consider appropriate, within the next twelve months and possibly by December 31, 1997. Results of Operations For the three and six months ended June 30, 1997, the Partnership recognized lease revenue of $183,537 and $367,319, respectively, compared to $355,586 and $814,471 for the same periods in 1996. The decrease in lease revenue from 1996 to 1997 was expected and resulted principally from renewal lease term expirations and the sale of equipment. The Partnership also earns interest income from temporary investments of rental receipts and equipment sales proceeds in short-term instruments. The Partnership's equipment portfolio includes certain assets in which the Partnership holds a proportionate ownership interest. In such cases, the remaining interests are owned by an affiliated equipment leasing program sponsored by EFG. Proportionate equipment ownership enables the Partnership to further diversify its equipment portfolio by participating in the ownership of selected assets, thereby reducing the general levels of risk which could result from a concentration in any single equipment type, industry or lessee. The Partnership and each affiliate individually report, in proportion to their respective ownership interests, their respective shares of assets, liabilities, revenues, and expenses associated with the equipment. For the three months ended June 30, 1997, the Partnership sold equipment having a net book value of $3,525 to existing lessees and third parties. These sales resulted in a net gain, for financial statement purposes, of $2,475 compared to a net gain of $24,088 on equipment having a net book value of $14,792 for the same period in 1996. For the six months ended June 30, 1997, the Partnership sold equipment having a net book value of $706,342 to existing lessees and third parties. These sales resulted in a net gain, for financial statement purposes, of $195,650 compared to a net gain of $55,747 on equipment having a net book value of $44,167 for the same period in 1996. 9 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP FORM 10-Q PART I. FINANCIAL INFORMATION It cannot be determined whether future sales of equipment will result in a net gain or a net loss to the Partnership, as such transactions will be dependent upon the condition and type of equipment being sold and its marketability at the time of sale. In addition, the amount of gain or loss reported for financial statement purposes is partly a function of the amount of accumulated depreciation associated with the equipment being sold. The ultimate realization of residual value for any type of equipment is dependent upon many factors, including EFG's ability to sell and re-lease equipment. Changing market conditions, industry trends, technological advances, and many other events can converge to enhance or detract from asset values at any given time. EFG attempts to monitor these changes in order to identify opportunities which may be advantageous to the Partnership and which will maximize total cash returns for each asset. The total economic value realized upon final disposition of each asset is comprised of all primary lease term revenue generated from that asset, together with its residual value. The latter consists of cash proceeds realized upon the asset's sale in addition to all other cash receipts obtained from renting the asset on a re-lease, renewal or month-to-month basis. The Partnership classifies such residual rental payments as lease revenue. Consequently, the amount of gain or loss reported in the financial statements is not necessarily indicative of the total residual value the Partnership achieved from leasing the equipment. Depreciation expense was $73,528 and $149,901 for the three and six months ended June 30, 1997, respectively, compared to $236,577 and $476,224 for the same periods in 1996. For financial reporting purposes, to the extent that an asset is held on primary lease term, the Partnership depreciates the difference between (i) the cost of the asset and (ii) the estimated residual value of the asset on a straight-line basis over such term. For purposes of this policy, estimated residual values represent estimates of equipment values at the date of primary lease expiration. To the extent that an asset is held beyond its primary lease term, the Partnership continues to depreciate the remaining net book value of the asset on a straight-line basis over the asset's remaining economic life. Interest expense was $7,042 and $14,428 or 3.8% and 3.9% of lease revenue for the three and six months ended June 30, 1997, respectively. There was no interest expense during the same periods in 1996. Interest expense in 1997 resulted from financing obtained from a third-party lender in connection with a like-kind exchange transaction which occurred during the third quarter of 1996. Interest expense 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. In addition, the General Partner expects to use a portion of the Partnership's available cash to retire indebtedness. Management fees were 4.7% of lease revenue for the three and six months ended June 30, 1997, respectively, compared to 4.7% and 5.3% of lease revenue for each of the same periods in 1996. Management fees during the six months ended June 30, 1996 include $4,617, resulting from an underaccrual in 1995. Management fees are based on 5% of gross lease revenue generated by operating leases and 2% of gross lease revenue generated by full payout leases. Operating expenses consist principally of administrative charges, professional service costs, such as audit and legal fees, as well as printing, distribution and remarketing expenses. In certain cases, equipment storage or repairs and maintenance costs may be incurred in connection with equipment being remarketed. Operating expenses were $43,375 and $67,776 for the three and six months ended June 30, 1997 compared to $19,074 and $38,663 for the same period in 1996. The amount of future operating expenses cannot be predicted with certainty; however, such expenses are usually higher during the acquisition and liquidation phases of a partnership. Other fluctuations typically occur in relation to the volume and timing of remarketing activities. 10 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP FORM 10-Q PART I. FINANCIAL INFORMATION 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 generally provided by the collection of periodic rents. These cash inflows are used to satisfy debt service obligations associated with leveraged leases, and to pay management fees and operating costs. Operating activities generated net cash inflows of $284,553 and $798,115 for the six months ended June 30, 1997 and 1996, respectively. Future renewal, re-lease and equipment sale activities will cause a decline in the Partnership's lease revenue and corresponding sources of operating cash. Overall, expenses associated with rental activities, such as management fees, and net cash flow from operating activities will also continue to decline as the Partnership experiences a higher frequency of remarketing events. Ultimately, the Partnership will dispose of all assets under lease. This will occur principally through sale transactions whereby each asset will be sold to the existing lessee or to a third party. Generally, this will occur upon expiration of each asset's primary or renewal/re-lease term. In certain instances, casualty or early termination events may result in the disposal of an asset. Such circumstances are infrequent and usually result in the collection of stipulated cash settlements pursuant to terms and conditions contained in the underlying lease agreements. Cash realized from asset disposal transactions is reported under investing activities on the accompanying Statement of Cash Flows. During the six months ended June 30, 1997, the Partnership realized $707,900 in equipment sale proceeds compared to $99,914 for the same period in 1996. In addition, the Partnership received $194,092 from a lessee prior to the first quarter of 1997, representing an equipment purchase option. These funds were classified as deferred rental income on the Statement of Financial Position at December 31, 1996. During the six months ended June 30, 1997, the Partnership sold the equipment and such funds were recognized as equipment sales proceeds. Future inflows of cash from asset disposals will vary in timing and amount and will be influenced by many factors including, but not limited to, the frequency and timing of lease expirations, the type of equipment being sold, its condition and age, and future market conditions. The Partnership obtained long-term financing in connection with certain equipment leases. The repayments of principal related to such indebtedness are reported as a component of financing activities. 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 September 1996, the Partnership obtained additional long-term financing in connection with a like-kind exchange transaction. In future periods, the amount of cash used to repay debt obligations will continue to decline as the principal balance of notes payable is reduced through the collection and application of rents. However, the level of cash required may fluctuate due to the use of the Partnership's available cash to retire indebtedness. Cash distributions to the General Partner and Recognized Owners are declared and generally paid within fifteen days following the end of each calendar quarter. The payment of such distributions is presented as a component of financing activities. For the six months ended June 30, 1997, the Partnership declared total cash distributions of Distributable Cash From Operations and Distributable Cash From Sales and Refinancings of $151,650. In accordance with the Amended and Restated Agreement and Certificate of Limited Partnership, the Recognized Owners were allocated 95% of these distributions, or $144,067, and the General Partner was allocated 5%, or $7,583. The second quarter 1997 cash distribution was paid on July 14, 1997. 11 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP FORM 10-Q PART I. FINANCIAL INFORMATION Cash distributions paid to the Recognized Owners consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Partnership and will be dependent upon the collection of all future contracted rents, the generation of renewal and/or re-lease rents, and the residual value realized for each asset at its disposal date. Future market conditions, technological changes, the ability of EFG to manage and remarket the assets, and many other events and circumstances, could enhance or detract from individual asset yields and the collective performance of the Partnership's equipment portfolio. The future liquidity of the Partnership will be influenced by the foregoing and will be greatly dependent upon the collection of contractual rents and the outcome of residual activities. The General Partner anticipates that cash proceeds resulting from these sources will satisfy the Partnership's future expense obligations. However, the amount of cash available for distribution in future periods will fluctuate. Equipment lease expirations and asset disposals will cause the Partnership's net cash from operating activities to diminish over time; and equipment sale proceeds will vary in amount and period of realization. In addition, the Partnership may be required to incur asset refurbishment or upgrade costs in connection with future remarketing activities. Accordingly, fluctuations in the level of future quarterly cash distributions are anticipated. 12 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings Response: Refer to Note 7 herein. Item 2. Changes in Securities Response: None Item 3. Defaults upon Senior Securities Response: None Item 4. Submission of Matters to a Vote of Security Holders Response: None Item 5. Other Information Response: None Item 6(a). Exhibits Response: None Item 6(b). Reports on Form 8-K Response: None 13 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant and in the capacity and on the date indicated. AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP By: AFG Leasing IV Incorporated, a Massachusetts corporation and the General Partner of the Registrant. By: /s/ Michael J. Butterfield ---------------------------------------------- Michael J. Butterfield Treasurer of AFG Leasing IV Incorporated (Duly Authorized Officer and Principal Accounting Officer) Date: August 14, 1997 By: /s/ Gary M. Romano ---------------------------------------------- Gary M. Romano Clerk of AFG Leasing IV Incorporated (Duly Authorized Officer and Principal Financial Officer) Date: August 14, 1997 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 2,692,492 0 153,689 0 0 2,846,181 4,040,735 3,330,596 3,556,320 113,003 291,294 0 0 0 3,152,023 3,556,320 0 625,180 0 0 234,790 0 14,428 375,962 0 375,962 0 0 0 375,962 0 0
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