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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 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. 0-15623
American Income 7 Limited Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2932747
(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______
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AMERICAN INCOME 7 LIMITED PARTNERSHIP
FORM 10-Q
INDEX
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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 Discussions and Analysis of
Financial Condition and Results of Operations 9-13
PART II. OTHER INFORMATION:
Items 1 - 6 14
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AMERICAN INCOME 7 LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
March 31, 1995 and December 31, 1994
(Unaudited)
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March 31, December 31,
1995 1994
ASSETS
Cash and cash equivalents $ 855,666 $ 992,497
Rents receivable, net of allowance
for doubtful accounts of $10,000 11,082 16,128
Accounts receivable - affiliate 105,125 92,548
Equipment at cost, net of accumulated
depreciation of $10,112,674 and
$10,404,626 at March 31, 1995 and
December 31, 1994, respectively 4,403,776 4,636,004
Total assets $ 5,375,649 $ 5,737,177
LIABILITIES AND PARTNERS' CAPITAL
Notes payable $ 811,610 $ 850,256
Accrued interest 4,913 2,107
Accrued liabilities 10,000 15,500
Accrued liabilities - affiliate 2,800 4,526
Deferred rental income 79,153 158,564
Cash distributions payable to partners 360,637 360,637
Total liabilities 1,269,113 1,391,590
Partners' capital (deficit):
General Partner (115,617) (113,227)
Limited Partnership Interests
(71,406 Units; initial purchase
price of $250 each) 4,222,153 4,458,814
Total partners' capital 4,106,536 4,345,587
Total liabilities and partners' capital $ 5,375,649 $ 5,737,177
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AMERICAN INCOME 7 LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three months ended March 31, 1995 and 1994
(Unaudited)
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1995 1994
Income:
Lease revenue $ 398,544 $ 474,954
Interest income 11,592 7,769
Gain on sale of equipment 6,300 --
Total income 416,436 482,723
Expenses:
Depreciation 232,228 242,784
Interest expense 18,248 34,612
Equipment management fees - affiliate 19,927 23,748
Operating expenses - affiliate 24,447 17,398
Total expenses 294,850 318,542
Net income $ 121,586 $ 164,181
Net income
per limited partnership unit $ 1.69 $ 2.28
Cash distribution declared
per limited partnership unit $ 5.00 $ 3.12
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AMERICAN INCOME 7 LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the three months ended March 31, 1995 and 1994
(Unaudited)
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1995 1994
Cash flows from (used in) operating activities:
Net income $ 121,586 $ 164,181
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation 232,228 242,784
Gain on sale of equipment (6,300) --
Changes in assets and liabilities
Decrease (increase) in:
rents receivable 5,046 53,564
accounts receivable - affiliate (12,577) (27,679)
Increase (decrease) in:
accrued interest 2,806 (20,584)
accrued liabilities (5,500) 1,247
accrued liabilities - affiliate (1,726) (5,504)
deferred rental income (79,411) 88,367
Net cash from operating activities 256,152 496,376
Cash flows from investing activities:
Proceeds from equipment sales 6,300 --
Net cash from investing activities 6,300 --
Cash flows used in financing activities:
Principal payments - notes payable (38,646) (223,914)
Distributions paid (360,637) (225,397)
Net cash used in financing activities (399,283) (449,311)
Net increase (decrease) in cash
and cash equivalents (136,831) 47,065
Cash and cash equivalents at beginning of period 992,497 1,027,756
Cash and cash equivalents at end of period $ 855,666 $ 1,074,821
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 15,442 $ 55,196
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AMERICAN INCOME 7 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 $855,000 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
$2,184,671 are due as follows:
For the year ending March 31, 1996 $ 1,538,231
1997 627,895
1998 18,545
Total $ 2,184,671
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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.
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Lease Term Equipment
Equipment Type (Months) At Cost
Aircraft 36-60 $ 8,179,070
Freight simulators 60 4,290,414
Retail store fixtures 1-60 809,857
Manufacturing 36-60 598,850
Motor vehicles 12-72 312,696
Communications 36 83,873
Research and test 24 80,254
Tractors and heavy duty trucks 2-60 69,778
Computer and peripherals 12-60 54,612
Material handling 2-60 27,443
Medical 10-60 9,603
Total equipment cost 14,516,450
Accumulated depreciation (10,112,674)
Equipment, net of accumulated depreciation $ 4,403,776
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At March 31, 1995, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $13,590,221, representing approximately
94% of total equipment cost.
At March 31, 1995, the Partnership was not holding any equipment not
subject to a lease and no equipment was held for sale or re-lease.
NOTE 5 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership are paid by 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 $ 19,927 $ 23,748
Administrative charges 3,000 3,000
Reimbursable operating
expenses due to third parties 21,447 14,398
Total $ 44,374 $ 41,146
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 $105,125 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 $811,610
payable to banks and institutional lenders. All the installment notes are
non-recourse, with interest rates ranging between 6.25% and 8.05%, except one
note which bears a fluctuating interest rate equal to the prime rate of interest
plus 1% (10% at March 31, 1995). The installment notes are collateralized by
the equipment and assignment of the related lease payments and certain
remarketing proceeds. Generally, 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 $ 792,732
1997 18,878
Total $ 811,610
AMERICAN INCOME 7 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 1986.
Results of Operations
For the three months ended March 31, 1995 the Partnership recognized lease
revenue of $398,544 compared to $474,954 for the same period in 1994. The
decrease in lease revenue between 1994 and 1995 was expected and resulted
principally from 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 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.
Interest income for the three months ended March 31, 1995 was $11,592
compared to $7,769 for the same period in 1994. Interest income is generated
from the temporary investment of rental receipts and equipment sale proceeds in
short-term instruments. The increase in interest income from 1994 to 1995 was
primarily attributable to an increase in interest rates. 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, 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 $6,300. There were no equipment sales during the three months ended
March 31, 1994.
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 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 $232,228 and $242,784 for the three months ended
March 31, 1995 and 1994, respectively. 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 $18,248 or 4.6% of lease revenue for the three months
ended March 31, 1995 compared to $34,612 or 7.3% 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 approximately 6.1% and
3.7% 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
principally to 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.
The relatively low inflation rates in 1995 and 1994 and the economic
recession have caused some re-lease and sale proceeds to be lower than that
which may have been achieved in a stronger economic environment. In other
cases, the economic recession has had an adverse effect on the ability of
certain lessees to fulfill all of their financial obligations under the leases.
These factors will result in the investors achieving a rate-of-return lower than
that anticipated at the Partnership's commencement date.
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 $256,152 and $496,376 for the three
months ended March 31, 1995 and 1994, respectively. Future renewal, re-lease
and equipment sale activities will cause a gradual 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 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 $6,300 in equipment sale
proceeds. There were no equipment sales during the three months ended
March 31, 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 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 period ended March 31, 1995, the Partnership declared total
cash distributions of Distributable Cash From Operations and Distributable Cash
From Sales and Refinancings of $360,637. In accordance with the Amended and
Restated Agreement and Certificate of Limited Partnership, the Limited Partners
were allocated 99% of these distributions, or $357,031, and the General Partner
was allocated 1%, or $3,606. The fourth quarter 1995 cash distribution was paid
on April 14, 1995.
Cash distributions paid to the Limited 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 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 7 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 7 LIMITED PARTNERSHIP
By: AFG Leasing Associates II, a Massachusetts
general partnership and the General Partner of
the Registrant.
By: AFG Leasing Incorporated, a Massachusetts
corporation and general partner in such general
partnership.
By: /s/ Gary M. Romano
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date: May 18, 1995
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 855,666
<SECURITIES> 0
<RECEIVABLES> 126,207
<ALLOWANCES> 10,000
<INVENTORY> 0
<CURRENT-ASSETS> 971,873
<PP&E> 14,516,450
<DEPRECIATION> 10,112,674
<TOTAL-ASSETS> 5,375,649
<CURRENT-LIABILITIES> 457,503
<BONDS> 811,610
<COMMON> 0
0
0
<OTHER-SE> 4,106,536
<TOTAL-LIABILITY-AND-EQUITY> 5,375,649
<SALES> 0
<TOTAL-REVENUES> 416,436
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 276,602
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,248
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 121,586
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 121,586
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
