AMERICAN INCOME PARTNERS V C LTD PARTNERSHIP
10-Q, 2000-05-15
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

/ X X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000
                               --------------

                                       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, 2000                    Commission File No. 0-19134


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

     MASSACHUSETTS                                               04-3077437
- --------------------------------                          ---------------------
(State or other jurisdiction of                                 (IRS Employer
  incorporation or organization)                             Identification No.)

88 BROAD STREET, BOSTON, MA                                         02110
- ----------------------------------------                  ---------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code    (617) 854-5800
                                                      --------------


- -------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                         if changed since last report.)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No
                                              ---      ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes         No
    ---        ---


<PAGE>

                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                    FORM 10-Q

                                      INDEX


<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                <C>
PART I.  FINANCIAL INFORMATION:

     Item 1.  Financial Statements

         Statement of Financial Position
              at March 31, 2000 and December 31, 1999                                       3

         Statement of Operations
              for the three months ended March 31, 2000 and 1999                            4

         Statement of Cash Flows
              for the three months ended March 31, 2000 and 1999                            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
</TABLE>


                                       2


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                      March 31, 2000 and December 31, 1999

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         March 31,                       December 31,
                                                                           2000                              1999
                                                                       -----------                      --------------
<S>                                                             <C>                               <C>
ASSETS

Cash and cash equivalents                                          $         1,045,017               $         3,389,520

Rents receivable                                                                71,587                            87,000

Accounts receivable                                                             22,307                                --

Accounts receivable - affiliate                                                 31,264                            27,866

Note receivable                                                              2,390,000                                --

Equipment at cost, net of accumulated depreciation
   of $2,960,645 and $2,954,086 at March 31, 2000
   and December 31, 1999, respectively                                          19,677                            26,236
                                                                   -------------------               -------------------

        Total assets                                               $         3,579,852               $         3,530,622
                                                                   ===================               ===================


LIABILITIES AND PARTNERS' CAPITAL

Accrued liabilities                                                $           190,868               $           218,567
Accrued liabilities - affiliate                                                  2,673                            10,419
Deferred rental income                                                              --                            18,000
Cash distributions payable to partners                                              --                            82,643
                                                                   -------------------               -------------------

        Total liabilities                                                      193,541                           329,629
                                                                   -------------------               -------------------

Partners' capital (deficit):
General Partner                                                               (862,195)                         (871,461)
Limited Partnership Interests
   (930,443 Units; initial purchase price of $25 each)                       4,248,506                         4,072,454
                                                                   -------------------               -------------------

        Total partners' capital                                              3,386,311                         3,200,993
                                                                   -------------------               -------------------

        Total liabilities and partners' capital                    $         3,579,852               $         3,530,622
                                                                   ===================               ===================
</TABLE>


                   The accompanying notes are an integral part
                         of these financial statements.

                                       3


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS
               for the three months ended March 31, 2000 and 1999

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         2000                   1999
                                                                                   ---------------        ----------------
<S>                                                                             <C>                    <C>
Income:

     Lease revenue                                                                  $       171,318        $       141,341

     Interest income                                                                         62,113                 35,613
                                                                                    ---------------        ---------------

         Total income                                                                       233,431                176,954
                                                                                    ---------------        ---------------


Expenses:

     Depreciation                                                                             6,559                  6,559

     Equipment management fees - affiliate                                                    8,326                  6,830

     Operating expenses - affiliate                                                          33,228                 52,865
                                                                                    ---------------        ---------------

         Total expenses                                                                      48,113                 66,254
                                                                                    ---------------        ---------------


Net income                                                                          $       185,318        $       110,700
                                                                                    ===============        ===============


Net income
     per limited partnership unit                                                   $          0.19        $          0.11
                                                                                    ===============        ===============

Cash distribution declared
     per limited partnership unit                                                   $            --        $          0.08
                                                                                    ===============        ===============
</TABLE>


                   The accompanying notes are an integral part
                         of these financial statements.


                                       4


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS
               for the three months ended March 31, 2000 and 1999

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          2000                   1999
                                                                                    ---------------        ---------------
<S>                                                                               <C>                    <C>
Cash flows from (used in) operating activities:
Net income                                                                          $       185,318        $       110,700

Adjustments to reconcile net income to net cash from operating activities:
         Depreciation                                                                         6,559                  6,559

Changes in assets and liabilities Decrease (increase) in:
         Rents receivable                                                                    15,413                 11,888
         Accounts receivable                                                                (22,307)                    --
         Accounts receivable - affiliate                                                     (3,398)               193,074
     Increase (decrease) in:
         Accrued liabilities                                                                (27,699)               (34,200)
         Accrued liabilities - affiliate                                                     (7,746)                 7,121
         Deferred rental income                                                             (18,000)                (2,470)
         Other liabilities                                                                       --                 86,941
                                                                                    ---------------        ---------------

              Net cash from operating activities                                            128,140                379,613
                                                                                    ---------------        ---------------

Cash flows used in investing activities:
     Note receivable                                                                     (2,390,000)                    --
                                                                                    ---------------        ---------------

              Net cash used in investing activities                                      (2,390,000)                    --
                                                                                    ---------------        ---------------

Cash flows used in financing activities:
     Distributions paid                                                                     (82,643)               (82,643)
                                                                                    ---------------        ---------------

              Net cash used in financing activities                                         (82,643)               (82,643)
                                                                                    ---------------        ---------------

Net increase (decrease) in cash and cash equivalents                                     (2,344,503)               296,970

Cash and cash equivalents at beginning of period                                          3,389,520              2,913,800
                                                                                    ---------------        ---------------

Cash and cash equivalents at end of period                                          $     1,045,017        $     3,210,770
                                                                                    ===============        ===============
</TABLE>


                   The accompanying notes are an integral part
                         of these financial statements.


                                       5


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                        Notes to the Financial Statements
                                 March 31, 2000

                                   (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 1999 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1999 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, 2000 and December 31, 1999 and results of operations for
the three month periods ended March 31, 2000 and 1999 have been made and are
reflected.


NOTE 2 - CASH

     At March 31, 2000, American Income Partners V-C Limited Partnership (the
"Partnership") had $929,651 invested in federal agency discount notes,
repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government securities, or other highly liquid overnight investments.


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. In certain instances, the
Partnership may enter renewal or re-lease agreements which expire beyond the
Partnership's anticipated dissolution date. This circumstance is not expected to
prevent the orderly wind-up of the Partnership's business activities as the
General Partner and Equis Financial Group Limited Partnership ("EFG") would seek
to sell the then-remaining equipment assets either to the lessee or to a third
party, taking into consideration the amount of future noncancellable rental
payments associated with the attendant lease agreements. See also Note 6 to the
financial statements presented in the Partnership's 1999 Annual Report regarding
the Class Action Lawsuit. Future minimum rents of $412,798 are due as follows:

<TABLE>
<S>                                                        <C>
           For the year ending March 31, 2001                 $     224,248
                                         2002                       188,550
                                                              -------------

                                         Total                $     412,798
                                                              =============
</TABLE>


NOTE 4 - EQUIPMENT

     The following is a summary of equipment owned by the Partnership at March
31, 2000. Remaining Lease Term (Months), as used below, represents the number of
months remaining from March 31, 2000 under contracted lease terms and is
presented as a range when more than one lease agreement is contained in the
stated equipment category. A Remaining Lease Term equal to zero reflects
equipment either held for sale or re-lease or being leased on a month-to-month
basis. In the opinion of EFG, the acquisition cost of the equipment did not
exceed its fair market value.


                                       6


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)

<TABLE>
<CAPTION>

                                                             REMAINING
                                                             LEASE TERM                       EQUIPMENT
         EQUIPMENT TYPE                                      (MONTHS)                          AT COST
         --------------                                      ----------                       ----------
<S>                                                         <C>                         <C>
Construction and mining                                           0-24                      $    2,345,427
Materials handling                                                   0                             422,877
Motor vehicles                                                       0                             212,018
                                                                                          ----------------

                                                   Total equipment cost                          2,980,322

                                               Accumulated depreciation                         (2,960,645)
                                                                                          ----------------

                             Equipment, net of accumulated depreciation                     $       19,677
                                                                                          ================
</TABLE>

     At March 31, 2000, all of the Partnership's equipment was subject to
contracted leases or being leased on a month-to-month basis.


NOTE  5 - NOTE RECEIVABLE

     On March 8, 2000, the Partnership and 10 affiliated partnerships (the
"Exchange Partnerships") (see Note 6 to the financial statements presented in
the Partnership's 1999 Annual Report) collectively loaned $32 million to Echelon
Residential Holdings LLC, a newly-formed real estate development company that
will be owned by several investors, including James A. Coyne, Executive Vice
President of EFG. Mr. Coyne, in his individual capacity, is the only investor in
Echelon Residential Holdings LLC who is related to EFG.

     The Partnership's participation in the loan is $2,390,000. Echelon
Residential Holdings LLC, through a subsidiary (Echelon Residential LLC), used
the loan proceeds to acquire various real estate assets from Echelon
International Corporation, a Florida based real estate company. The loan has a
term of 30 months maturing on September 7, 2002 and bears interest at the annual
rate of 14% for the first 24 months and 18% for the final six months of the
term. Interest accrues and compounds monthly but is not payable until maturity.
The Partnership accrued interest income of $22,307 related to this loan during
the three months ended March 31, 2000. In connection with the transaction,
Echelon Residential Holdings LLC has pledged a security interest in all of its
right, title and interest in and to its membership interests in Echelon
Residential LLC to the Exchange Partnerships as collateral.


NOTE 6 - RELATED PARTY TRANSACTIONS

     All operating expenses incurred by the Partnership are paid by EFG on
behalf of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during each of the three month
periods ended March 31, 2000 and 1999, which were paid or accrued by the
Partnership to EFG or its Affiliates, are as follows:

<TABLE>
<CAPTION>

                                                              2000                   1999
                                                          -------------          ------------
<S>                                                      <C>                   <C>
     Equipment management fees                            $       8,326          $      6,830
     Administrative charges                                      10,014                13,923
     Reimbursable operating expenses
         due to third parties                                    23,214                38,942
                                                          -------------          ------------

                                     Total                $      41,554          $     59,695
                                                          =============          ============
</TABLE>


                                       7


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                        Notes to the Financial Statements

                                   (Continued)


     All rents and proceeds from the sale of equipment are paid directly to EFG.
EFG temporarily deposits collected funds in a separate interest-bearing escrow
account prior to remittance to the Partnership. At March 31, 2000, the
Partnership was owed $31,264 by EFG for such funds and the interest thereon.
These funds were remitted to the Partnership in April 2000.


NOTE 7 - LEGAL PROCEEDINGS

     As described more fully in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1999, the Partnership is a Nominal Defendant in a
Class Action Lawsuit, the outcome of which could significantly alter the nature
of the Partnership's organization and its future business operations. In
addition, the Partnership's 1999 Annual Report describes certain other pending
litigation that has arisen out of the conduct of the Partnership's business,
principally involving disputes or disagreements with lessees over lease terms
and conditions.


                                       8


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

     Certain statements in this quarterly report of American Income Partners V-C
Limited Partnership (the "Partnership") that are not historical fact constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are subject to a variety of risks and
uncertainties. There are a number of factors that could cause actual results to
differ materially from those expressed in any forward-looking statements made
herein. These factors include, but are not limited to, the outcome of the Class
Action Lawsuit described in Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report, the remarketing of the Partnership's
equipment, and the performance of the Partnership's non-equipment assets.

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999:

     The Partnership was organized in 1989 as a direct-participation equipment
leasing program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties. Presently, the Partnership is a Nominal
Defendant in a Class Action Lawsuit, the outcome of which could significantly
alter the nature of the Partnership's organization and its future business
operations. See Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report. Pursuant to the Amended and Restated Agreement
and Certificate of Limited Partnership (the "Restated Agreement, as amended"),
the Partnership is scheduled to be dissolved by December 31, 2001.

RESULTS OF OPERATIONS

     For the three months ended March 31, 2000, the Partnership recognized lease
revenue of $171,318 compared to $141,341 for the same period in 1999. The
increase in lease revenue from 1999 to 2000 resulted principally from the
renewal of certain lease agreements. In the future, lease revenue will decline
due to lease term expirations and equipment sales.

     The Partnership's equipment portfolio (until the second quarter of 1999)
included certain assets in which the Partnership held a proportionate ownership
interest. In such cases, the remaining interests were owned by an affiliated
equipment leasing program sponsored by Equis Financial Group Limited Partnership
("EFG"). Proportionate equipment ownership enabled the Partnership to further
diversify its equipment portfolio at inception by participating in the ownership
of selected assets, thereby reducing the general levels of risk which could have
resulted from a concentration in any single equipment type, industry or lessee.
The Partnership and each affiliate individually reported, 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, 2000 was $62,113
compared to $35,613 for the same period in 1999. Interest income is typically
generated from temporary investment of rental receipts and equipment sale
proceeds in short-term instruments. During the three months ending March 31,
2000, interest income included interest earned on a note receivable from Echelon
Residential Holdings LLC in the amount of $22,307 (see below). The amount of
future interest income is expected to fluctuate as a result of changing interest
rates and the amount of cash available for investment, among other factors.

     There were no equipment sales during either of the three month periods
ended March 31, 2000 and 1999. 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


                                       9


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION


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 any
future gain or loss reported in the financial statements will not necessarily be
indicative of the total residual value the Partnership achieved from leasing the
equipment.

     Depreciation expense was $6,559 for each of the three months ended March
31, 2000 and 1999. 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.

     Management fees were approximately 4.9% and 4.8% of lease revenue for the
three months ended March 31, 2000 and 1999, respectively. 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 were $33,228 for the three months ended March 31, 2000
compared to $52,865 for the same period in 1999. In 1999, operating expenses
included approximately $5,000 related to the refurbishment of an aircraft engine
(see discussion below). Other operating expenses consist principally of
administrative charges, professional service costs, such as audit and legal
fees, as well as printing, distribution and other remarketing expenses. In
certain cases, equipment storage or repairs and maintenance costs may be
incurred in connection with equipment being remarketed.

LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS

     The Partnership by its nature is a limited life entity. 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 pay management fees and operating costs.
Operating activities generated net cash inflows of $128,140 and $91,672
(excluding the receipt of proceeds of $287,941 related to the deferred aircraft
sales, discussed below) for the three months ended March 31, 2000 and 1999,
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 also will decline
as the Partnership experiences a higher frequency of remarketing events.

     There were no equipment sales during either of the three month periods
ended March 31, 2000 and 1999. 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.

     During the three months ended March 31, 1999, the Partnership received
$86,941, representing a portion of the sale proceeds from its interest in an
aircraft that was sold by the Partnership and certain affiliated investment
programs (collectively, the "Programs"). The remainder of the Partnership's sale
proceeds was received in the second quarter of 1999. The sale was treated as a
deferred sale due to certain contingencies that were not


                                       10


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION


satisfied until the second quarter of 1999. The proceeds received during the
three months ended March 31, 1999 were recorded as other liabilities prior to
the recognition of the sale. See the Partnership's 1999 Annual Report for
further discussion.

     In December 1998, the Partnership sold its interest in a second aircraft
for proceeds of $261,000, of which $201,000 was deposited into EFG's customary
escrow account and transferred to the Partnership in January 1999. Due to
certain associated contingencies, the Partnership deferred recognition of the
sale until the second quarter of 1999. In connection with this sale, the
Partnership accrued costs of approximately $5,000 during the three months ended
March 31, 1999 to refurbish an engine damaged while the aircraft was leased to
Transmeridian Airlines ("Transmeridian"). See Note 6 to the financial statements
presented in the Partnership's 1999 Annual Report regarding legal action
undertaken by the Programs related to Transmeridian and the damaged engine. See
the Partnership's 1999 Annual Report for further discussion of this deferred
sale.

     At March 31, 2000, the Partnership was due aggregate future minimum lease
payments of $412,798 from contractual lease agreements (see Note 3 to the
financial statements). At the expiration of the individual lease terms
underlying the Partnership's future minimum lease payments, the Partnership will
sell the equipment or enter re-lease or renewal agreements when considered
advantageous by the General Partner and EFG. Such future remarketing activities
will result in the realization of additional cash inflows in the form of
equipment sale proceeds or rents from renewals and re-leases, the timing and
extent of which cannot be predicted with certainty. This is because the timing
and extent of remarketing events often is dependent upon the needs and interests
of the existing lessees. Some lessees may choose to renew their lease contracts,
while others may elect to return the equipment. In the latter instances, the
equipment could be re-leased to another lessee or sold to a third-party.

     In connection with a preliminary settlement agreement for the Class Action
Lawsuit described in Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report, the Partnership is permitted to invest in new
equipment or other business activities, subject to certain limitations. On March
8, 2000, the Partnership and 10 affiliated partnerships (the "Exchange
Partnerships") (see Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report) collectively loaned $32 million to Echelon
Residential Holdings LLC, a newly-formed real estate development company that
will be owned by several investors, including James A. Coyne, Executive Vice
President of EFG. Mr. Coyne, in his individual capacity, is the only investor in
Echelon Residential Holdings LLC who is related to EFG.

     The Partnership's participation in the loan is $2,390,000. Echelon
Residential Holdings LLC, through a subsidiary (Echelon Residential LLC), used
the loan proceeds to acquire various real estate assets from Echelon
International Corporation, a Florida based real estate company. The loan has a
term of 30 months maturing on September 7, 2002 and bears interest at the annual
rate of 14% for the first 24 months and 18% for the final six months of the
term. Interest accrues and compounds monthly but is not payable until maturity.
In connection with the transaction, Echelon Residential Holdings LLC has pledged
a security interest in all of its right, title and interest in and to its
membership interests in Echelon Residential LLC to the Exchange Partnerships as
collateral.

     There are no formal restrictions under the Restated Agreement, as amended,
that materially limit the Partnership's ability to pay cash distributions,
except that the General Partner may suspend or limit cash distributions to
ensure that the Partnership maintains sufficient working capital reserves to
cover, among other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration. Liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining equipment base consists of fewer revenue-producing assets that are
available to cover prospective cash disbursements. Insufficient liquidity could
inhibit the Partnership's ability to sustain its operations or maximize the
realization of proceeds from remarketing its remaining assets.

     Cash distributions to the General Partner and Recognized Owners had been
declared and generally paid within fifteen days following the end of each
calendar quarter. The payment of such distributions is reported


                                       11


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                    FORM 10-Q

                          PART I. FINANCIAL INFORMATION


under financing activities on the accompanying Statement of Cash Flows. No cash
distributions were declared for the quarter ended March 31, 2000 (see discussion
below).

     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.

     The Partnership's capital account balances for federal income tax and for
financial reporting purposes are different primarily due to differing treatments
of income and expense items for income tax purposes in comparison to financial
reporting purposes (generally referred to as permanent or timing differences;
see Note 5 to the financial statements presented in the Partnership's 1999
Annual Report). For instance, selling commissions and organization and offering
costs pertaining to syndication of the Partnership's limited partnership units
are not deductible for federal income tax purposes, but are recorded as a
reduction of partners' capital for financial reporting purposes. Therefore, such
differences are permanent differences between capital accounts for financial
reporting and federal income tax purposes. Other differences between the bases
of capital accounts for federal income tax and financial reporting purposes
occur due to timing differences. Such items consist of the cumulative difference
between income or loss for tax purposes and financial statement income or loss
and the difference between distributions (declared vs. paid) for income tax and
financial reporting purposes. The principal component of the cumulative
difference between financial statement income or loss and tax income or loss
results from different depreciation policies for book and tax purposes.

     For financial reporting purposes, the General Partner has accumulated a
capital deficit at March 31, 2000. This is the result of aggregate cash
distributions to the General Partner being in excess of its capital contribution
of $1,000 and its allocation of financial statement net income or loss.
Ultimately, the existence of a capital deficit for the General Partner for
financial reporting purposes is not indicative of any further capital
obligations to the Partnership by the General Partner. The Restated Agreement,
as amended, requires that upon the dissolution of the Partnership, the General
Partner will be required to contribute to the Partnership an amount equal to any
negative balance which may exist in the General Partner's tax capital account.
At December 31, 1999, the General Partner had a positive tax capital account
balance.

     The outcome of the Class Action Lawsuit described in Note 6 to the
financial statements presented in the Partnership's 1999 Annual Report will be
the principal factor in determining the future of the Partnership's operations.
The proposed settlement to that lawsuit, if effected, will materially change the
future organizational structure and business interests of the Partnership, as
well as its cash distribution policies. In addition, commencing with the first
quarter of 2000, the General Partner suspended the payment of quarterly cash
distributions pending final resolution of the Class Action Lawsuit. Accordingly,
future cash distributions are not expected to be paid until the Class Action
Lawsuit is adjudicated.


                                       12


<PAGE>


                AMERICAN INCOME PARTNERS V-C LIMITED PARTNERSHIP

                                    FORM 10-Q

                           PART II. OTHER INFORMATION



         Item 1.             Legal Proceedings
                             Response:

                             Refer to Note 7 to the financial
                             statements herein.

         Item 2.             Changes in Securities
                             Response:  None

         Item 3.             Defaults upon Senior Securities
                             Response:  None

         Item 4.             Submission of Matters to a Vote of Security Holders
                             Response:  None

         Item 5.             Other Information
                             Response:  None

         Item 6(a).          Exhibits
                             Response:  None

         Item 6(b).          Reports on Form 8-K
                             Response:  None


                                       13


<PAGE>


                                 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-C 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:    May 15, 2000
                                  ---------------------------------------------


                         By:      /s/  Gary M. Romano
                                  ---------------------------------------------
                                  Gary M. Romano
                                  Clerk of AFG Leasing IV Incorporated
                                  (Duly Authorized Officer and
                                  Principal Financial Officer)


                         Date:    May 15, 2000
                                  ---------------------------------------------


                                       14


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                       1,045,017
<SECURITIES>                                         0
<RECEIVABLES>                                2,515,158
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,599,529
<PP&E>                                       2,980,322
<DEPRECIATION>                               2,960,645
<TOTAL-ASSETS>                               3,579,852
<CURRENT-LIABILITIES>                          193,541
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,386,311
<TOTAL-LIABILITY-AND-EQUITY>                 3,579,852
<SALES>                                              0
<TOTAL-REVENUES>                               233,431
<CGS>                                                0
<TOTAL-COSTS>                                   48,113
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                185,318
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            185,318
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   185,318
<EPS-BASIC>                                       0.00
<EPS-DILUTED>                                     0.00


</TABLE>


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