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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
Commission file number 0-15643
NATIONAL LEASE INCOME FUND 6 L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3275922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
411 West Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices)
(203) 862-7000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check 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 [ ]
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<PAGE>
NATIONAL INCOME LEASE FUND 6 L.P.
FORM 10-Q - MARCH 31, 1996
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEETS - March 31, 1996 and December 31, 1995
STATEMENTS OF OPERATIONS - For the three months ended
March 31, 1996 and 1995
STATEMENT OF PARTNERS' EQUITY - For the three months ended
March 31, 1996
STATEMENTS OF CASH FLOWS - For the three months ended
March 31, 1996 and 1995
NOTES TO FINANCIAL STATEMENTS
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NATIONAL LEASE INCOME FUND 6 L P
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
ASSETS
Leased equipment
Accounted for under the operatinq method, net of
accumulated depreciation of $19,576,529 and
$20,081,528 and allowance for equipment
impairment of $20,470,404 and $20,593,401 ....................... $ 13,222,061 $ 13,966,770
Accounted for under the financing method .......................... -- 90,976
Equipment held for lease or sale - net of accumulated
depreciation of $1,827,573 and an allowance
for equipment impairment of $2,612,619
Cash and cash equivalents ........................................... 3,384,025 3,810,827
Note receivable ..................................................... 649,471 770,784
Deferred costs ...................................................... 309,064 337,193
Other receivables and prepaid expenses .............................. 24,801 31,105
Accounts receivable ................................................. 419 6,628
------------ ------------
$ 17,589,841 $ 19,014,283
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Distributions payable ............................................... $ 757,588 $ 1,212,141
Deferred aircraft upgrade payable ................................... 251,181 361,539
Accounts payable and accrued expenses ............................... 119,570 171,432
Deferred income ..................................................... 80,492 110,853
Due (from) to affiliates ............................................ (2,179) 23,741
------------ ------------
Total liabilities ................................................. 1,206,652 1,879,706
------------ ------------
Commitments and contingencies
Partners' equity
Limited partners' equity (300,005 units issued
and outstanding) .................................................. 17,709,532 18,453,407
General partners' deficit ........................................... (1,326,343) (1,318,830)
------------ ------------
Total partners' equity ............................................ 16,383,189 17,134,577
------------ ------------
$17,589,841 $ 19,014,283
=========== ============
</TABLE>
See notes to financial statements.
<PAGE>
NATIONAL LEASE INCOME FUND 6 L.P.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the three months ended
March 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
Revenues
Rental .......................................... $ 790,980 $ 1,280,534
Interest
Other ......................................... 64,254 89,536
Financing leases .............................. 776 32,597
Other operating income .......................... 155 715
----------- -----------
856,165 1,403,382
----------- -----------
Costs and expenses
Depreciation .................................... 575,621 848,124
General and administrative ...................... 101,098 51,000
Fees to affiliates .............................. 62,080 111,435
Operating ....................................... 50,996 66,480
Interest ........................................ 5,235 15,862
Provision for equipment impairment .............. -- 8,000
----------- -----------
795,030 1,100,901
----------- -----------
61,135 302,481
(Loss) gain on disposition of equipment, net ...... (54,935) 330,774
----------- -----------
Net income ........................................ $ 6,200 $ 633,255
=========== ===========
Net income attributable to
Limited partners ................................ $ 6,138 $ 626,922
General partners ................................ 62 6,333
----------- -----------
$ 6,200 $ 633,255
=========== ===========
Net income per unit of limited partnership interest
(300,005 units outstanding) ..................... $ 0.02 $ 2.09
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
NATIONAL LEASE INCOME FUND 6 L.P.
STATEMENT OF PARTNERS' EQUITY
<TABLE>
<CAPTION>
Limited General Total
Partners' Partners' Partners'
Equity Deficit Equity
------------ ------------ ------------
<S> <C> <C> <C>
Balance, January 1, 1996 ..................... $ 18,453,407 $ (1,318,830) $ 17,134,577
Net income for the three months
ended March 31, 1996 ..................... 6,138 62 6,200
Distributions to partners for the three months
ended March 31, 1996 ($2.50 per limited
partnership unit) ....................... (750,013) (7,575) (757,588)
------------ ------------ ------------
Balance, March 31, 1996 ...................... $ 17,709,532 $ (1,326,343) $ 16,383,189
============ ============ ============
</TABLE>
See notes to financial statements.
<PAGE>
NATIONAL LEASE INCOME FUND 6 L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the three months ended
March 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
Net income ........................................ $ 6,200 $ 633,255
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Depreciation ................................... 575,621 848,124
Amortization of deferred costs ................. 28,129 28,129
Loss (gain) on disposition of equipment, net ... 54,935 (330,774)
Provision for equipment impairment ............. -- 8,000
Changes in assets and liabilities
Other receivables and prepaid expenses ......... 6,304 (5,393)
Accounts receivable ............................ 6,209 21,803
Accounts payable and accrued expenses .......... (37,789) (40,703)
Deferred income ................................ (30,361) 50,909
Due to affiliates .............................. (25,920) (16,928)
Accrued interest payable ....................... -- (9,551)
----------- -----------
Net cash provided by operating activities 583,328 1,186,871
----------- -----------
Cash flows from investing activities
Purchase of leased equipment - upgrades ........... (110,358) (233,924)
Proceeds from disposition of leased equipment ..... 196,829 2,060,001
Notes receivable .................................. 121,313 5,382
Minimum lease payments received on financing
leases, net of interest earned ................. 8,300 169,897
Other non-operating payments receipts ............. (14,073) (24,238)
----------- -----------
Net cash provided by investing activities 202,011 1,977,118
----------- -----------
</TABLE>
<PAGE>
NATIONAL LEASE INCOME FUND 6 L.P.
STATEMENTS OF CASH FLOWS -- Continued
<TABLE>
<CAPTION>
For the three months ended
March 31,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flows from financing activities
Distributions to partners ......................... (1,212,141) (1,515,177)
----------- -----------
Net (decrease) increase in cash and cash equivalents ... (426,802) 1,648,812
Cash and cash equivalents, beginning of period ......... 3,810,827 4,042,653
----------- -----------
Cash and cash equivalents, end of period ............... $ 3,384,025 $ 5,691,465
=========== ===========
Supplemental disclosure of cash flow information
Interest paid ..................................... $ 5,235 $ 25,413
=========== ===========
Supplemental disclosure of noncash investing activities
The lessee of the Partnership's two 727-227 jet aircraft made certain initial
modifications to such aircraft during 1993, for which the Partnership is required to
repay through the application of rental credits in accordance with its lease terms,
over a 36 month period with interest at 9.31% per annum. The cost of initial
modifications for both aircraft aggregated approximately $1,308,000.
</TABLE>
See notes to financial statements.
<PAGE>
NATIONAL INCOME LEASE FUND 6 L.P.
NOTES TO FINANCIAL STATEMENTS
1 INTERIM FINANCIAL INFORMATION
The summarized financial information contained herein is unaudited;
however, in the opinion of management, all adjustments (consisting only
of recurring accruals) necessary for a fair presentation of such
financial information have been included. The accompanying financial
statements, footnotes and discussion should be read in conjunction with
the financial statements, related footnotes and discussions contained
in the National Lease Income Fund 6 L.P. (the "Partnership") annual
report on Form 10-K for the year ended December 31, 1995. The results
of operations for the three months ended March 31, 1996 are not
necessarily indicative of the results to be expected for the full year.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leases
The Partnership accounts for all of its leases in accordance with the
operating and financing methods. For operating leases, rental revenue
is recognized on a straight-line basis and expenses (including
depreciation) are charged to operations as incurred.
For financing leases, unearned income is recognized as revenue over the
respective lease term so as to produce a constant rate of return on the
net investment. For the three months ended March 31, 1996 and 1995,
rental revenue earned on a month-to-month basis comprised approximately
3% and 2%, respectively, of total rental revenue recognized.
Leased equipment and equipment held for lease or sale
The cost of leased equipment and equipment held for lease or sale
represents the initial cost of the equipment to the Partnership plus
miscellaneous acquisition and closing costs, and is carried at the
lower of depreciated cost or net realizable value.
Depreciation is computed using the straight-line method over the
estimated useful lives of such assets (five years for equipment for
management information systems, eight years for telephone equipment and
aerial lift platforms, 12 years for intercity buses and 13 to 18 years
for aircraft and aircraft-related equipment). The Partnership
capitalizes major additions to its aircraft and depreciates such
capital improvements over the remaining estimated useful life of such
aircraft.
When equipment is sold or otherwise disposed of, the cost and
accumulated depreciation (and any related allowance for equipment
impairment) are removed from the accounts and any gain or loss on such
sale or disposal is reflected in operations. Normal maintenance and
repairs are charged to operations as incurred. The Partnership provides
allowances for equipment impairment based upon a quarterly review of
all equipment in its portfolio, when management believes that, based
upon market analysis, appraisal reports and leases currently in place
with respect to specific equipment, the investment in such equipment
may not be recoverable.
<PAGE>
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred costs
Deferred costs represent the payments made by the Partnership, based
upon the terms of a certain lease, for maintenance which enhanced the
marketability with respect to the return of certain aircraft leased to
Alaska Airlines, Inc. ("Alaska"). Deferred costs are amortized over the
terms of the remarketed lease.
Note receivable
Note receivable represents financing provided by the Partnership to a
lessee of certain aircraft for modifications made to such aircraft.
Such note will be repaid at a rate of 9.31% per annum.
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
The corporate general partner of the Partnership, ALI Capital Corp.
(the "Corporate General Partner"), the managing general partner of the
Partnership, ALI Equipment Management Corp. ("Equipment Management")
and Integrated Resources Equipment Group, Inc. ("IREG") are wholly
owned subsidiaries of Presidio Capital Corp. ("Presidio"). Z Square G
Partners II was the associate general partner of the Partnership
through February 27, 1995. On February 28, 1995, Presidio Boram Corp.,
a subsidiary of Presidio, became the associate general partner. Other
limited partnerships and similar investment programs have been formed
by Equipment Management or its affiliates to acquire equipment and,
accordingly, conflicts of interest may arise between the Partnership
and such other limited partnerships. Affiliates of Equipment Management
have also engaged in business related to the management of equipment
and the sale of various types of equipment and may transact business
with the Partnership.
Subject to the rights of the Limited Partners under the Limited
Partnership Agreement, Presidio will control the Partnership through
its direct or indirect ownership of all of the shares of Equipment
Management, the Corporate General Partner and, as of February 28, 1995,
the associate general partner. Presidio is managed by Presidio
Management Company, LLC ("Presidio Management"), a company controlled
by a director of Presidio. Presidio Management is responsible for the
day-to-day management of Presidio and, among other things, has
authority to designate directors of Equipment Management, the Corporate
General Partner and the associate general partner. In March 1996,
Presidio Management assigned its agreement for the day-to-day
management of Presidio to Wexford Management LLC ("Wexford").
Presidio is a liquidating company. Although Presidio has no immediate
plans to do so, it will ultimately seek to dispose of the interests it
acquired from Integrated Resources, Inc. through liquidation; however,
there can be no assurance of the timing of such transaction or the
effect it may have on the Partnership.
<PAGE>
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)
In March 1995, Presidio elected new directors for Equipment Management.
Wexford Management Corp., formerly Concurrency Management Corp.,
provides management and administrative services to Presidio, its direct
and indirect subsidiaries, as well as to the Partnership. Effective
January 1, 1996, Wexford Management Corp. assigned its agreement to
provide management and administrative services to Presidio and its
subsidiaries to Wexford. During the three months ended March 31, 1996
reimbursable expenses to Wexford by the Partnership amounted to $9,800.
The Partnership has a management agreement with IREG, pursuant to which
IREG would receive 5% of annual gross rental revenues on operating
leases; 2% of annual gross rental revenues on full payout leases which
contain net lease provisions; and 1% of annual gross rental revenues if
services are performed by third parties under the active supervision of
Equipment Management, as defined in the Limited Partnership Agreement.
The Partnership incurred equipment management fees of $38,080 and
$63,435 for the three months ended March 31, 1996 and 1995,
respectively.
During the operating and sale stage of the Partnership, IREG is
entitled to a partnership management fee equal to 4% of distributable
cash from operations as defined in the Limited Partnership Agreement,
subject to increase after the limited partners have received certain
specified minimum returns on their investment. The Partnership incurred
partnership management fees of $24,000 and $48,000 for the three months
ended March 31, 1996 and 1995, respectively.
The general partners are entitled to 1% of distributable cash from
operations, cash from sales or financing and cash from the equipment
reserve account and, in general, an allocation of 1% of taxable net
income or loss of the Partnership.
During the operating and liquidating stage of the Partnership, IREG may
be entitled to receive certain other fees which are subordinated to the
receipt by the limited partners of their original invested capital and
certain specified minimum returns on their investment.
Upon the ultimate liquidation of the Partnership, the general partners
may be required to remit to the Partnership certain payments
representing capital account deficit restoration based upon a formula
provided within the Limited Partnership Agreement. Such restoration
amount may be less than the recorded general partners' deficit, which
could result in distributions to the limited partners of less than
recorded equity.
In April 1995, Equipment Management and certain affiliates entered into
an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone")
pursuant to which Fieldstone performs certain management and
administrative services relating to the Partnership as well as certain
other partnerships in which Equipment Management serves as general
partner. Substantially all costs associated with the retention of
Fieldstone will be paid by Equipment Management.
<PAGE>
4 DISTRIBUTIONS TO PARTNERS
Distributions payable to the Limited Partners and General Partners of
$750,013 ($2.50 per unit) and $7,575, respectively, at March 31, 1996,
were paid in May 1996.
5 EQUIPMENT SALES - 1996
From January 1 to March 31, 1996, the Partnership sold certain
equipment for management information systems and telecommunication
equipment (originally accounted for as operating and financing leases),
which it had originally purchased for purchase prices aggregating
$1,785,997 inclusive of associated acquisition fees, to unaffiliated
third parties for an aggregate sales price of $196,829. Such equipment
had net carrying values aggregating $251,764 (net of allowances for
equipment impairment aggregating $122,997 provided in prior periods
with respect to such equipment) when sold.
6 COMMITMENTS AND CONTINGENCIES
(a) Hawaiian Airlines, Inc.
On September 21, 1993, Hawaiian Airlines, Inc. ("Hawaiian"), filed for
reorganization under Chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy Code"). Hawaiian had leased two Rolls Royce aircraft
engines (the "Hawaiian Engines"), owned by the Partnership, under two
separate engine leases (the "Hawaiian Leases"). The Hawaiian Engines
were not encumbered by third party debt.
Hawaiian had suffered serious financial difficulties since at least
1990 and had, through June 1994, made rental payments that were less
than the scheduled amounts due, based on a series of proposed
restructuring plans whereby lease rentals under the Hawaiian Leases
were reduced.
In September 1993, the Partnership discovered that one of the Hawaiian
Engines had been substantially damaged and was of nominal net carrying
value. Although such engine was held in storage by Hawaiian, Hawaiian
continued to remit payments on such engine as if it was in use.
Further, in March 1994, the Partnership was notified by Hawaiian that
the second engine was also in storage and in need of substantial
repairs (estimated by the Partnership to cost approximately $800,000).
Hawaiian continued to remit weekly payments relating to the Hawaiian
Engines through June 9, 1994.
On June 27, 1994, Hawaiian filed a motion with the bankruptcy court to
reject the Hawaiian Leases and on July 11, 1994, the bankruptcy court
approved such motion.
The Partnership had filed proofs of claims in Hawaiian's bankruptcy
case. Hawaiian and the Partnership have entered into an agreement to
settle the Partnership's claims with respect to the Hawaiian Engines.
Hawaiian has settled the claims through the issuance of Hawaiian stock
to the Partnership (see Note 7). The Partnership anticipates that it
will encounter severe competition in attempting to sell the Hawaiian
Engines due to their condition as well as due to a surplus in the
market with respect to such engines. Hawaiian emerged from bankruptcy
on September 12, 1994.
<PAGE>
6 COMMITMENTS AND CONTINGENCIES (continued)
(a) Hawaiian Airlines, Inc. (continued)
At March 31, 1996, the Hawaiian Engines (net of allowances for
equipment impairment aggregating $2,595,000 provided in prior periods)
were fully depreciated and are all included in Equipment held for sale
or lease.
(b) Continental Micronesia, Inc.
On March 31, 1993, the Partnership leased two Boeing 727-227 Advanced
aircraft to Continental Airlines, Inc. ("Continental") for a term of
approximately 69 months to be used by Continental's Air Micronesia
operation (the "Air Mike Leases").
Such aircraft had been originally leased to Alaska through August 14,
1992. In conjunction with the return of such aircraft by Alaska, it was
determined that certain physical attributes of the aircraft exceeded
the related minimum return conditions provided for in the leases. As a
result, the Partnership paid Alaska approximately $647,000 to reflect
the value associated with such attributes. Such amount has been
reflected on the balance sheets, net of amortization, at March 31, 1996
and December 31, 1995, as Deferred Costs and will be amortized over the
term of the lease renewal with Continental.
Each Air Mike Lease provides for a monthly base rent of $69,250,
subject to adjustments for rental credits relating to initial
modifications (the "Initial Modifications") which include Traffic
Collision Avoidance Systems, windshear detection and upgraded avionics,
aggregating approximately $1,308,000 for both aircraft. Such
modifications were funded by Continental and are being repaid by the
Partnership through the application of rental credits such that
Continental will recoup the aggregate cost of the Initial Modifications
over a 36-month period with interest at 9.31% per annum. As of March
31, 1996, the remaining balance of credit to be applied by Continental
towards such modification costs was approximately $251,000 and was
included on the balance sheet as Deferred Aircraft Upgrade Payable.
Further, Continental has made certain other modifications to such
aircraft for which the Partnership has agreed to provide financing
through credits ("Lessor Financing Credits") against base rental
payments due under the Air Mike Leases. The lessee will then repay any
Lessor Financing Credits through monthly installments which will be
amortized at the rate of 9.31% per annum over 36 months. Through March
31, 1996, the Partnership had provided all the required financing
aggregating approximately $1,443,000. Such amount, net of amounts
repaid, was reflected on the balance sheet at March 31, 1996 as Note
Receivable. At March 31, 1996, the net carrying value of both aircraft
aggregated approximately $8,524,000 (net of allowances for equipment
impairment aggregating approximately $10,000,000 provided in prior
periods).
<PAGE>
6 COMMITMENTS AND CONTINGENCIES (continued)
(c) Skyhook, Inc.
In December 1989, Skyhook, Inc., the lessee of certain aerial lift
platforms, defaulted on its lease with the Partnership and shortly
thereafter filed for protection from its creditors pursuant to the
provisions of Chapter 11 of the United States Bankruptcy Code. The
Partnership recovered and disposed of all of the aerial lift platforms.
The lease had been guaranteed by the individual owner of the lessee.
The Partnership has filed suit against the individual guarantor in New
York State Supreme Court, Westchester County. The equipment was
originally purchased for a price of approximately $1,523,000 (inclusive
of associated acquisition fees and expenses). During 1993, the
guarantor served an amended answer and counterclaim against the
Partnership alleging lack of commercial reasonableness in the
Partnership's disposition of the equipment and that the original lease
transaction was usurious. The amended answer and counterclaim sought
approximately $1,200,000 in damages. In March 1996, the Partnership and
the defendant settled the litigation. The settlement provides for a
payment of $7,000 to the Partnership and a full and final release of
any claims against the Partnership. The action has been dismissed with
prejudice.
(d) Southwest Airlines Co.
On November 30, 1994, the leases with the Southwest Airlines, Co.
("Southwest") of two Boeing 737-200 aircraft (the "Southwest Aircraft")
were scheduled to expire in accordance with their original terms. The
associated nonrecourse debt was repaid upon the receipt of the final
rental installment. Southwest and the Partnership agreed to extend
Southwest's leases for one additional year for a monthly rent of
approximately 28% of the original lease rate. The Partnership provided
an allowance for equipment impairment of $750,000 to recognize the loss
in value of such aircraft for the year ended December 31, 1994.
On November 30, 1995, the lease extensions with Southwest were
scheduled to expire in accordance with their terms. Southwest and the
Partnership agreed to a two year extension of each lease which provides
for monthly rental of 125% of the previous lease rate.
The net carrying value of the Southwest Aircraft aggregated
approximately $4,563,000 (net allowance for equipment impairment
aggregating approximately $10,400,000 previously provided) at March 31,
1996.
7 REALIZED GAIN ON ACQUISITION AND SALE OF MARKETABLE SECURITIES
In June 1995, the Partnership received approximately 86,000 shares of
Class A Common stock in the reorganized Hawaiian Airlines, Inc., in
consideration of its general unsecured claims filed against Hawaiian.
During 1995, the Partnership sold all shares for net proceeds
aggregating $398,377.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Partnership declared a cash distribution of $2.50 per unit of limited
partnership interest totaling $757,588 for the three months ended March 31, 1996
(the "1996 Period"), which represented cash from operations of $560,759 and
sales of $196,829 generated during the current period. As of March 31, 1996, the
Partnership had operating reserves of approximately $1,634,000, which was
comprised of undistributed cash from operations and sales, of approximately
$134,000, as well as the general working capital reserve of $1,500,000.
The leasing arrangements entered into by the Partnership with respect to its
equipment generally provided for fixed or minimum rentals, and as such, provide
reasonable assurance that all of the Partnership's operating needs, such as
administrative costs and management fees, will be met in the foreseeable future.
Although expenses levels have been reduced, the Partnership anticipates that
most of its future administrative expenses (i.e., accounting and investor
services including printing) are fixed and will not decrease significantly
during the Partnership's future operating period. Other expenses such as
insurance and fees to affiliate will decline during such period.
Set forth below is a description of various transactions which have impacted the
liquidity of the Partnership during 1996 and 1995:
(i) On September 21, 1993, Hawaiian Airlines, Inc. ("Hawaiian"), filed for
reorganization under Chapter 11 of the United States Bankruptcy Code.
Hawaiian had leased two Rolls Royce aircraft engines (the "Hawaiian
Engines"), owned by the Partnership, under two separate engine leases
(the "Hawaiian Leases"). The Hawaiian Engines were not encumbered by
third party debt.
Hawaiian had suffered serious financial difficulties since at least
1990 and had, through June 1994, made rental payments that were less
than the scheduled amounts due, based on a series of proposed
restructuring plans whereby lease rentals under the Hawaiian Leases
were reduced. Hawaiian has continued to remit weekly payments relating
to the Hawaiian Engines through June 9, 1994.
On June 27, 1994, Hawaiian filed a motion with the bankruptcy court to
reject the Hawaiian Leases and on July 11, 1994, the bankruptcy court
approved such motion.
The Partnership had filed proofs of claims in Hawaiian's bankruptcy
case. Hawaiian emerged from bankruptcy on September 12, 1994. Hawaiian
and the Partnership entered into an agreement to settle the
Partnership's claims with respect to the Hawaiian Engines. Hawaiian has
settled the claims through the issuance of Hawaiian stock to the
Partnership. In June 1995, the Partnership received approximately
86,000 shares of Class A Common stock in the reorganized Hawaiian
Airlines, Inc., in consideration of its general unsecured claims filed
against Hawaiian. During 1995, the Partnership sold all shares for net
proceeds aggregating $398,377. The Partnership anticipates that it will
encounter severe competition in attempting to sell the Hawaiian Engines
due to their condition as well as due to a surplus in the market with
respect to such engines.
<PAGE>
Liquidity and Capital Resources (continued)
(i) (continued)
At March 31, 1996, the Hawaiian Engines (net of allowances for
equipment impairment aggregating $2,595,000 previously provided) were
fully depreciated.
(ii) On March 31, 1993, the Partnership leased two Boeing 727-227 Advance
aircraft to Continental Airlines, Inc. ("Continental") for a term of
approximately 69 months to be used by Continental's Air Micronesia
operation (the "Air Mike Leases").
Such aircraft had been originally leased to Alaska Airlines, Inc.
("Alaska") through August 14, 1992. In conjunction with the return of
such aircraft, it was determined that certain physical attributes of
the aircraft exceeded the related minimum return conditions provided
for in the leases. As a result, the Partnership paid Alaska
approximately $647,000 to reflect the value associated with such
attributes. Such amount has been reflected on the balance sheets on a
gross basis, net of amortization, at March 31, 1996 and December 31,
1995, as Deferred Costs and will be amortized over the term of the
lease renewal with Continental.
Each Air Mike Lease provides for a monthly base rent of $69,250,
subject to adjustments for rental credits relating to initial
modifications (the "Initial Modifications") which include Traffic
Collision Avoidance Systems, windshear detection and upgraded avionics,
aggregating approximately $1,308,000 for both aircraft. Such
modifications were funded by Continental and are being repaid by the
Partnership through the application of rental credits such that
Continental will recoup the aggregate cost of the Initial Modifications
over a 36-month period with interest at 9.31% per annum. As of March
31, 1996, the remaining balance of credit to be applied by Continental
towards such modifications costs was approximately $251,000 and was
included on the balance sheets as Deferred Aircraft Upgrade Payable.
Further, Continental has made certain other modifications to the
aircraft for which the Partnership has agreed to provide financing
through credits ("Lessor Financing Credits") against base rental
payments due under the Air Mike Leases. The lessee will then repay any
Lessor Financing Credits through monthly payments which will be
amortized at the rate of 9.31% per annum over 36 months. Through March
31, 1996, the Partnership had provided financing aggregating
approximately $1,443,000. Such amount, net of amounts repaid, was
reflected on the balance sheet at March 31, 1996 as Note Receivable. At
March 31, 1996, the net carrying value of both aircraft aggregated
approximately $8,524,000 (net of allowances for equipment impairment
aggregating approximately $10,000,000 provided in prior periods).
<PAGE>
Liquidity and Capital Resources (continued)
(iii) On November 30, 1994, the leases with Southwest Airlines, Co.
("Southwest") of two Boeing 737-200 aircraft (the "Southwest Aircraft")
were scheduled to expire in accordance with their original terms. The
associated nonrecourse debt was repaid upon the receipt of the final
rental installment for the initial lease term. Southwest and the
Partnership agreed to extend Southwest's leases for one additional year
for a monthly rent of approximately 28% of the original lease rate. On
November 30, 1995, the extensions with Southwest were scheduled to
expire in accordance with their terms, and Southwest and the
Partnership agreed to extend the leases for two additional years at
125% of the current lease rate. At March 31, 1996, the net carrying
value of the Southwest Aircraft aggregated approximately $4,563,000
(net of allowances for equipment impairment aggregating of $10,400,000
previously provided).
(iv) On October 31, 1994, the lease with Simmons Airlines, Inc. ("Simmons")
of two Shorts 360 aircraft (the "Simmons Aircraft") expired in
accordance with its original terms. The associated nonrecourse debt was
repaid upon the receipt of the final rental installment. In conjunction
with the return of the Simmons Aircraft, it was determined that certain
attributes of two of the engines were below certain thresholds. The
Partnership contributed approximately $133,000 in order to enhance the
value of such engines. In April 1995, the Simmons Aircraft were sold to
an unaffiliated third party for net sales proceeds of $1,425,000. Such
aircraft had net carrying values aggregating approximately $1,493,000
(net of allowances for equipment impairment aggregating of $2,930,000
previously provided) when sold.
(v) On July 31, 1995 the lease with Aloha Airlines, Inc. ("Aloha") for a
Boeing 737-200 Advanced aircraft was scheduled to expire in accordance
with its original terms. The Partnership and Aloha entered into a
short-term lease extension of a maximum of two and a half months
terminating on October 15, 1995. During the lease extension Aloha paid
rent on a utilization arrangement based on $225 per cycle with a
monthly minimum of $53,500 and a monthly maximum of $90,000. The
Partnerships had the option, which it exercised, to early terminate the
lease on September 7, 1995. Aloha paid the Partnership a financial
adjustment of $515,000 in lieu of complying with certain return
conditions provided for in the lease. Aloha also made an additional
payment of $15,000 for a damaged Auxiliary Power Unit. In September
1995, the Partnership sold the Aloha aircraft to an unaffiliated third
party for net sales proceeds of $2,461,000. Such aircraft had a net
carrying value of approximately $2,719,000 (net of allowances for
equipment impairment aggregating of $3,500,000 previously provided)
when sold.
As of March 31, 1996, the Partnership remained the owner of four aircraft and
related engines as well as two additional aircraft engines, which in the
aggregate represented approximately 98% of its remaining equipment, on an
original cost basis. Such foregoing aircraft and engines had an original cost of
approximately $56,820,000 (net carrying value of approximately $13,088,000). All
associated nonrecourse debt related to the aircraft has been repaid.
<PAGE>
Liquidity and Capital Resources (continued)
The substantial costs required to maintain and bring used aircraft into
compliance with FAA noise and maintenance requirements are the primary factors
which have adversely affected the narrow body aircraft market. The Partnership
has encountered severe competition in attempting to re-lease its aircraft as
they have come off lease due to a surplus in the market of narrow-body aircraft
similar to the aircraft owned by the Partnership. Additionally, there is
competition from newer and more fuel efficient aircraft which comply with the
FAA noise requirements. The Partnership also believes that as a result of the
factors listed above there has been a significant decline in the re-sale value
of narrow-body aircraft.
As the Partnership's aircraft come off-lease, the Partnership may need to use a
portion of its operating reserves and/or its cash flow, which would otherwise be
available for distribution, to upgrade or enhance these aircraft if the
Partnership determines that such expenditures are in its best interest in order
to maximize the remarketing value. The Partnership is currently evaluating
strategies, including potential engine upgrades to conform to regulations
covering maintenance and upgrading of aging aircraft. The Partnership's ability
to make distributions may be impacted by its obligation to pay such costs.
At March 31, 1996, the Partnership remained the owner of equipment with an
original cost of approximately $57,709,000 of which approximately $4,440,000 is
off-lease and approximately $338,000 is leased on a month-to-month basis (both
on an original cost basis). The Partnership will continue with its efforts to
maximize the value of its remaining equipment portfolio. The Partnership's
anticipated cash from operations after deducting operating expenses for the
remainder of 1996, based on firm term leases in place, is not sufficient to
maintain previous distribution levels. Distribution levels will fluctuate based
upon remarketing success of the Partnership's equipment including any proceeds
generated by the sale of significant assets (such as aircraft) and requirements
for operating reserves, if any.
At the present time, the level of fees payable to IREG for services rendered to
the Partnership and other affiliated equipment leasing partnerships is
declining. The effect of this situation cannot be determined at this point. The
management agreements between the Partnership and IREG may be terminated by
either party to such agreements.
In April 1995, the Managing General Partner and certain affiliates entered into
an agreement with Fieldstone pursuant to which Fieldstone performs certain
management and administrative services relating to the Partnership as well as
certain other partnerships in which the Managing General Partner serves as
general partner. Substantially all costs associated with the retention of
Fieldstone will be paid by the Managing General Partner.
On February 28, 1995, Presidio Boram Corp., a subsidiary of Presidio, became the
Associate General Partner, upon the withdrawal of Z Square G Partners II, the
former Associate General Partner.
Inflation and changing prices have not had any material effect on the
Partnership's revenues since its inception nor does the Partnership anticipate
any material effect on its business from these factors.
<PAGE>
Results of Operations
Net income decreased for the three months ended March 31, 1996 as compared to
the three months ended March 31, 1995, as the reduction in revenue and (loss)
gain on disposition of equipment exceeded the reduction in expenses.
Revenues decreased overall for the three months ended March 31, 1996 compared to
the corresponding period of the prior year. Rental income decreased due to the
expiration of certain leases in accordance with the original terms of such
leases subsequent to the prior year's period. The sale of the Aloha aircraft
prior to the current period accounted for approximately 85% of the total rental
income reduction.
Interest income on finance leases decreased due to expiration of all leases in
accordance with the original lease terms and sale of equipment subsequent to the
prior year's period.
Expenses decreased for the three months ended March 31, 1996 as compared to the
corresponding period of the prior year as follows:
Fees to affiliates decreased due to the decrease in equipment management fees
resulting from a reduction in rentals on which such fees are based;
Depreciation expense decreased due to the elimination of depreciation expense
resulting from the disposition or sale of certain equipment during or subsequent
to the prior year's period, as well as to the fact that certain equipment was
fully depreciated during or prior to the current year's period. Additionally,
the Partnership provided allowances for equipment impairment in the prior year's
period not incurred in the current year. Loss on the disposition of equipment
was approximately $55,000 for the current period as compared to a net gain of
approximately $331,000 in the prior period.
Operating expenses decreased due to expenses relating to the return and storage
of the Simmons Aircraft in the prior period; interest expense decreased due to
increased principal payments on Air Mike rent credits in the current period;
offset by an increase in general and administrative expense due to higher level
costs in conjunction with the settlement of the Skyhook litigation.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
(i) During December 1989, Skyhook, Inc., the lessee of certain aerial lift
platforms, defaulted on its lease with the Partnership and shortly
thereafter filed for protection from its creditors pursuant to the
provisions of Chapter 11 of the Bankruptcy Code. The Partnership
recovered and disposed of all of the aerial lift platforms. The lease
had been guaranteed by the individual owner of the lessee. The
Partnership filed suit against the individual guarantor in New York
State Supreme Court, Westchester County. The equipment was originally
acquired for a purchase price of approximately $1,523,000 (inclusive of
associated acquisition fees and expenses). During 1993, the guarantor
served an amended answer and counterclaim against the Partnership,
alleging lack of commercial reasonableness in the Partnership's
disposition of the equipment and that the original lease transaction
was usurious. The amended answer and counterclaim sought approximately
$1,200,000 in damages. In March 1996, the Partnership and the defendant
settled the litigation. The settlement provides for a payment of $7,000
to the Partnership and a full and final release of any claims against
the Partnership. The action has been dismissed with prejudice.
(ii) The Partnership filed proofs of claims in the Hawaiian Airlines, Inc.
("Hawaiian") bankruptcy case covering the outstanding rentals from
October 2, 1990 through September 21, 1993 and covering the casualty
value of the damaged engine, as well as administrative claims covering
the use of a second engine (collectively, the "Hawaiian Engines") and a
McDonnell Douglas DC-9-51 aircraft (the "Hawaiian Aircraft") for
periods subsequent to September 21, 1993. The proofs of claims and the
administrative claims also included claims for any other damages
resulting from Hawaiian's actions with respect to the Hawaiian Engines
and the Hawaiian Aircraft either pre- or post-petition. Because of the
foreclosure on the Hawaiian Aircraft, the Partnership has agreed to
withdraw its claims as to the Hawaiian Aircraft, since the Hawaiian
Lender filed substantially duplicate claims. Hawaiian emerged from
bankruptcy on September 12, 1994. Hawaiian and the Partnership entered
into an agreement to settle the Partnership`s claims with respect to
the Hawaiian Engines. Hawaiian has settled the claims through the
issuance of Hawaiian stock to the Partnership. In June 1995, the
Partnership received approximately 86,000 shares of Class A Common
stock in the reorganized Hawaiian Airlines, Inc., in consideration of
its general unsecured claims filed against Hawaiian. During 1995, the
Partnership sold all shares for net proceeds aggregating $398,377.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: None
(b) Reports on form 8-K: None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
National Lease Income Fund 6 L.P.
By: ALI Equipment Management Corp.
Managing General Partner
/S/ Douglas J. Lambert
----------------------
Douglas J. Lambert
President (Principal Executive and Financial Officer)
Date: May 15, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF THE MARCH 31, 1996 FORM 10Q OF NATIONAL LEASE INCOME FUND 6 L.P.
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,384,025
<SECURITIES> 0
<RECEIVABLES> 649,890
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,409,245
<PP&E> 57,709,186
<DEPRECIATION> 21,402,102
<TOTAL-ASSETS> 17,589,841
<CURRENT-LIABILITIES> 955,471
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 16,383,189
<TOTAL-LIABILITY-AND-EQUITY> 17,589,841
<SALES> 0
<TOTAL-REVENUES> 856,165
<CGS> 0
<TOTAL-COSTS> 214,174
<OTHER-EXPENSES> 575,621
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,235
<INCOME-PRETAX> 6,200
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,200
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
