AMERICAN INCOME PARTNERS V A LTD PARTNERSHIP
10-Q, 1996-08-14
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


(Mark One)

 
[XX]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
 
For the quarterly period ended  June 30, 1996
                                -----------------------------------------------
 
                                      OR
 
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
 
For the transition period from                           to
                               --------------------------  --------------------

                               --------------------------

For Quarter Ended June 30, 1996                      Commission File No. 0-18364


 
               American Income Partners V-A Limited Partnership
- ------------------------------------------------------------------------------ 
            (Exact name of registrant as specified in its charter)
 

Massachusetts                                                 04-3057303
- -------------------------------------                       ----------------
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                             Identification No.)
 
98 North Washington Street, Boston, MA                        02114
- ----------------------------------------------------         --------------
(Address of principal executive offices)                     (Zip Code)
 
Registrant's telephone number, including area code (617) 854-5800
                                                   ----------------------------

- ------------------------------------------------------------------------------- 
(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-A LIMITED PARTNERSHIP

                                   FORM 10-Q

                                     INDEX

<TABLE>
<CAPTION> 

                                                                         Page
                                                                         ----
<S>                                                                    <C> 
PART I.  FINANCIAL INFORMATION:
 
   Item 1. Financial Statements
 
     Statement of Financial Position
         at June 30, 1996 and December 31, 1995                            3
 
     Statement of Operations
         for the three and six months ended June 30, 1996 and 1995         4
 
     Statement of Cash Flows
         for the six months ended June 30, 1996 and 1995                   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-A LIMITED PARTNERSHIP

                        STATEMENT OF FINANCIAL POSITION
                      June 30, 1996 and December 31, 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
 
                                           June 30,    December 31,
                                             1996          1995
                                          -----------  ------------
<S>                                       <C>          <C>
ASSETS
- ------ 
 
Cash and cash equivalents                  $1,493,452    $1,832,111

Rents receivable, net of allowance for
 doubtful accounts of $5,000                  262,770       179,945
   
Accounts receivable - affiliate               269,615       134,441

Equipment at cost, net of accumulated
 depreciation of $22,878,710 and
 $22,974,327 at June 30, 1996
 and December 31, 1995, respectively        6,962,982     7,833,576
                                           ----------    ----------
   
   Total assets                            $8,988,819    $9,980,073
                                           ==========    ==========
 
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

Notes payable                             $ 1,845,743   $ 2,231,365
Accrued interest                               27,678        31,667
Accrued liabilities                            86,551        20,000
Accrued liabilities - affiliate                19,235         9,546
Deferred rental income                         11,543         8,363
Cash distributions payable to partners        544,998       726,664
                                          -----------   -----------
   Total liabilities                        2,535,748     3,027,605
                                          -----------   -----------
Partners' capital (deficit):
   General Partner                         (1,208,317)   (1,183,347)
   Limited Partnership Interests
   (1,380,661 Units; initial purchase       
    price of $25 each)                      7,661,388     8,135,815
                                          -----------   -----------
   
   Total partners' capital                  6,453,071     6,952,468
                                          -----------   -----------

   Total liabilities and partners'        
    capital                               $ 8,988,819   $ 9,980,073
                                          ===========   ===========
</TABLE>

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

                                       3
<PAGE>
 
                AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                            STATEMENT OF OPERATIONS
           for the three and six months ended June 30, 1996 and 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                               Three Months                  Six Months
                                              Ended June 30,                Ended June 30,
                                          1996            1995          1996         1995
                                     --------------  --------------  -----------  -----------
<S>                                  <C>             <C>             <C>          <C>
 
Income:

   Lease revenue                         $  917,320      $1,069,419   $1,841,805   $2,097,520

   Interest income                           27,010          34,273       48,013       71,147

   Gain on sale of equipment                 71,952         130,390      190,927      347,656
                                         ----------      ----------   ----------   ----------

   Total income                           1,016,282       1,234,082    2,080,745    2,516,323
                                         ----------      ----------   ----------   ----------
 
Expenses:

   Depreciation                             520,837         819,380    1,050,742    1,679,455

   Interest expense                          34,526         136,441       64,340      208,762

   Equipment management fees
   - affiliate                               44,485          49,636       95,393      100,627

   Operating expenses - affiliate            72,703          27,080      279,671       70,970
                                         ----------      ----------   ----------   ----------

   Total expenses                           672,551       1,032,537    1,490,146    2,059,814
                                         ----------      ----------   ----------   ----------
 
Net income                               $  343,731      $  201,545   $  590,599   $  456,509
                                         ==========      ==========   ==========   ==========
 
Net income
  per limited partnership unit           $     0.24      $     0.14   $     0.41   $     0.31
                                         ==========      ==========   ==========   ==========
Cash distributions declared
  per limited partnership unit           $     0.38      $     0.50   $     0.75   $     1.00
                                         ==========      ==========   ==========   ==========
 
</TABLE>

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

                                       4
<PAGE>
 
               AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                            STATEMENT OF CASH FLOWS
                for the six months ended June 30, 1996 and 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                              1996          1995
                                          ------------  ------------
<S>                                       <C>           <C>
 
Cash flows from (used in) operating
 activities:                              
Net income                                $   590,599   $   456,509

Adjustments to reconcile net income
     to net cash from operating
      activities:                         
       Depreciation                         1,050,742     1,679,455
       Gain on sale of equipment             (190,927)     (347,656)

Changes in assets and liabilities
     Decrease (increase) in:
        rents receivable                      (82,825)       24,501
        accounts receivable - affiliate      (135,174)      223,200
     Increase (decrease) in:
        accrued interest                       (3,989)         (979)
        accrued liabilities                    66,551         4,600
        accrued liabilities - affiliate         9,689       (26,456)
        deferred rental income                  3,180        (4,231)
                                          -----------   -----------
   Net cash from operating activities       1,307,846     2,008,943
                                          -----------   -----------
Cash flows from (used in) investing
 activities:                              
   Purchase of equipment                     (245,280)           --
   Proceeds from equipment sales              256,059       529,978
                                          -----------   -----------
   Net cash from investing activities          10,779       529,978
                                          -----------   -----------

Cash flows used in financing activities:
   Principal payments - notes payable        (385,622)   (1,272,114)
   Distributions paid                      (1,271,662)   (1,453,328)
                                          -----------   -----------
   Net cash used in financing activities   (1,657,284)   (2,725,442)
                                          -----------   -----------
Net decrease in cash and cash             
 equivalents                                 (338,659)     (186,521)

Cash and cash equivalents at beginning      
 of period                                  1,832,111     2,571,287
                                          -----------   -----------
Cash and cash equivalents at end of       
 period                                   $ 1,493,452   $ 2,384,766
                                          ===========   ===========
Supplemental disclosure of cash flow
 information:                             
   Cash paid during the period for        
    interest                              $    68,329   $   209,741
                                          ===========   ===========
</TABLE>

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

                                       5
<PAGE>
 
                AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP
                       Notes to the Financial Statements

                                 June 30, 1996
                                  (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 1995 Annual Report.  Except
as disclosed herein, there has been no material change to the information
presented in the footnotes to the 1995 Annual Report.

  In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at June 30, 1996 and December 31, 1995 and results of operations for
the three and six month periods ended June 30, 1996 and 1995 have been made
and are reflected.


NOTE 2 - CASH
- -------------

  At June 30, 1996, the Partnership had $1,485,000 invested in reverse
repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government securities.


NOTE 3 - REVENUE RECOGNITION
- ----------------------------

  Rents are payable to the Partnership monthly, quarterly or semi-annually
and no significant amounts are calculated on factors other than the passage
of time.  The leases are accounted for as operating leases and are
noncancellable. Rents received prior to their due dates are deferred.  Future
minimum rents of $8,437,956 are due as follows:
<TABLE>
<CAPTION>
 
 
<S>                             <C>      <C>
For the year ending June 30,       1997   $2,748,097
                                   1998    1,735,076
                                   1999    1,176,262
                                   2000      617,449
                                   2001      617,449
                             Thereafter    1,543,623
                                          ----------
 
                                  Total   $8,437,956
                                          ==========
 
</TABLE>

NOTE 4 - EQUIPMENT
- ------------------

  The following is a summary of equipment owned by the Partnership at June
30, 1996.  In the opinion of American Finance Group ("AFG"), the acquisition
cost of the equipment did not exceed its fair market value.

                                       6
<PAGE>
 
                AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP
                       Notes to the Financial Statements


                                  (Continued)

<TABLE>
<CAPTION>
 
 
                                                           Lease Term                             Equipment
      Equipment Type                                        (Months)                              at Cost
    ------------------                               ----------------------                   -------------
<S>                                            <C>                                          <C>
 
   Aircraft                                                   10-72                           $ 12,218,680
   Vessels                                                       57                              5,496,476
   Locomotives                                               21-120                              4,692,031
   Computers and peripherals                                   3-48                              2,385,586
   Materials handling                                          6-60                              1,754,713
   Tractors and heavy duty trucks                              1-84                              1,220,030
   Trailers/intermodal containers                              1-66                                788,329
   Construction and mining                                     6-60                                594,774
   Retail store fixtures                                      48-60                                247,961
   Communications                                             12-60                                226,017
   Research and test                                             60                                108,304
   Furniture and fixtures                                        60                                 80,376
   Photocopying                                               12-36                                 28,415
                                                                                              ------------
 </TABLE> 
 <TABLE> 
                              <S>                                                           <C>  
                                                          Total equipment cost                 29,841,692
 
                                                       Accumulated depreciation                (22,878,710)
                                                                                              ------------
 
                                     Equipment, net of accumulated depreciation               $  6,962,982
                                                                                              ============
 
</TABLE>

     At June 30, 1996, the Partnership's equipment portfolio included equipment
   having a proportionate original cost of $24,206,682, representing
   approximately 81% of total equipment cost.

     The summary above includes equipment held for sale or re-lease with a cost
   and net book value of approximately $4,072,000 and $280,000, respectively, at
   June 30, 1996. This equipment includes the Partnership's proportionate
   interest in a Boeing 727-251 Advanced aircraft (the "Aircraft"), formerly
   leased to Northwest Airlines, Inc., having a cost and net book value of
   $2,175,454 and $200,911, respectively, at June 30, 1996. This aircraft was
   returned upon expiration of its lease term on November 30, 1995 and is
   currently undergoing heavy maintenance expected to cost the Partnership
   approximately $134,000, all of which was accrued during the three months
   ended March 31, 1996. The Partnership entered into a new 28-month lease
   agreement with Transmeridian Airlines to re-lease the Aircraft at a base rent
   to the Partnership of $16,016 per month, effective upon completion of the
   heavy maintenance. In addition, at June 30, 1996 the Partnership's portfolio
   included a proportionate interest in two Boeing 727-251 Advanced aircraft
   which were sold in July 1996 (See Note 7).


   NOTE 5 - RELATED PARTY TRANSACTIONS
   -----------------------------------

     All operating expenses incurred by the Partnership are paid by AFG on
   behalf of the Partnership and AFG is reimbursed at its actual cost for such
   expenditures.  Fees and other costs incurred during each of the six month
   periods ended June 30, 1996 and 1995, which were paid or accrued by the
   Partnership to AFG or its Affiliates, are as follows:

                                       7
<PAGE>
 
<TABLE>
<CAPTION>
 
                                     1996       1995
                                   ---------  ---------
<S>                                <C>        <C>
 
Equipment management fees           $ 95,393   $100,627
Administrative charges                10,500     10,500
Reimbursable operating expenses
 due to third parties                269,171     60,470
                                    --------   --------
 
  Total                             $375,064   $171,597
                                    ========   ========
 
</TABLE>

     All rents and proceeds from the sale of equipment are paid directly to
   either AFG or to a lender.  AFG temporarily deposits collected funds in a
   separate interest-bearing escrow account prior to remittance to the
   Partnership.  At June 30, 1996, the Partnership was owed $269,615 by AFG for
   such funds and the interest thereon.  These funds were remitted to the
   Partnership in July 1996.


   NOTE 6 - NOTES PAYABLE
   ----------------------

     Notes payable at June 30, 1996 consisted of installment notes of $1,845,743
   payable to banks and institutional lenders.  All of the installment notes are
   non-recourse, two notes which bear fluctuating interest rates based on the
   London Inter-Bank Offered Rate plus a margin (7.01% at June 30, 1996), one
   note with a fluctuating interest rate tied to United States Treasury Bill
   yields plus a margin (6.45% at June 30, 1996), and one note with an interest
   rate of 10%.  The installment notes are collateralized by the equipment and
   assignment of the related lease payments and will be fully amortized by
   noncancellable rents.  The carrying amount of notes payable approximates fair
   value at June 30, 1996.

     The annual maturities of the installment notes payable are as follows:
<TABLE>
<CAPTION>
 
<S>                                   <C>
For the year ending June 30, 1997      $  773,263
                             1998         665,131
                             1999         407,349
                                       ----------
 
                             Total     $1,845,743
                                       ==========
 
</TABLE>
   NOTE 7 - SUBSEQUENT EVENT
   -------------------------

     During July 1996, the Partnership sold its interest in two Boeing 727-251
   Advanced aircraft to the lessee, Northwest Airlines, Inc.  The Partnership
   received lease termination rents of $846,649 and sale proceeds of $1,959,671.
   At June 30, 1996 the net carrying value of these aircraft to the Partnership
   was $1,188,592.

                                       8
<PAGE>
 
               AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION



   Item 2.  Management's Discussion and Analysis of Financial Condition and
   ------------------------------------------------------------------------
            Results of Operations.
            ----------------------

   Three and six months ended June 30, 1996 compared to the three and six months
   -----------------------------------------------------------------------------
   ended June 30, 1995:
   --------------------

   Overview
   --------

     As an equipment leasing partnership, the Partnership was organized to
   acquire a diversified portfolio of capital equipment subject to lease
   agreements with third parties.  The Partnership was designed to progress
   through three principal phases:  acquisitions, operations, and liquidation.
   During the operations phase, a period of approximately six years, all
   equipment in the Partnership's portfolio will progress through various
   stages.  Initially, all equipment will generate rental revenues under primary
   term lease agreements.  During the life of the Partnership, these agreements
   will expire on an intermittent basis and equipment held pursuant to the
   related leases will be renewed, re-leased or sold, depending on prevailing
   market conditions and the assessment of such conditions by AFG to obtain the
   most advantageous economic benefit.  Over time, a greater portion of the
   Partnership's original equipment portfolio will become available for
   remarketing and cash generated from operations and from sales or refinancings
   will begin to fluctuate.  Ultimately, all equipment will be sold and the
   Partnership will be dissolved.  The Partnership's operations commenced in
   1989.

   Results of Operations
   ---------------------

     For the three and six months ended June 30, 1996, the Partnership
   recognized lease revenue of $917,320 and $1,841,805, respectively, compared
   to $1,069,419 and $2,097,520 for the same periods in 1995.  The decrease in
   lease revenue from 1995 to 1996 was expected and resulted principally from
   primary lease term expirations and the sale of equipment.  The Partnership
   also earns interest income from temporary investments of rental receipts and
   equipment sales proceeds in short-term instruments.

     The Partnership's equipment portfolio includes certain assets in which the
   Partnership holds a proportionate ownership interest.  In such cases, the
   remaining interests are owned by AFG or an affiliated equipment leasing
   program sponsored by AFG.  Proportionate equipment ownership enables the
   Partnership to further diversify its equipment portfolio by participating in
   the ownership of selected assets, thereby reducing the general levels of risk
   which could result from a concentration in any single equipment type,
   industry or lessee.  The Partnership and each affiliate individually report,
   in proportion to their respective ownership interests, their respective
   shares of assets, liabilities, revenues, and expenses associated with the
   equipment.

     For the three months ended June 30, 1996, the Partnership sold equipment
   having a net book value of $36,107 to existing lessees and third parties.
   These sales resulted in a net gain, for financial statement purposes, of
   $71,952 compared to a net gain of $130,390 on equipment having a net book
   value of $91,186 for the same period in 1995.

     For the six months ended June 30, 1996, the Partnership sold equipment
   having a net book value of $65,132 to existing lessees and third parties.
   These sales resulted in a net gain, for financial statement purposes, of
   $190,927 compared to a net gain of $347,656 on equipment having a net book
   value of $182,322 for the same period in 1995.

     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

  

                                       9
<PAGE>
 
               AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION



   and its marketability at the time of sale. In addition, the amount of gain or
   loss reported for financial statement purposes is partly a function of the
   amount of accumulated depreciation associated with the equipment being sold.

     The ultimate realization of residual value for any type of equipment is
   dependent upon many factors, including AFG's ability to sell and re-lease
   equipment.  Changing market conditions, industry trends, technological
   advances, and many other events can converge to enhance or detract from asset
   values at any given time.  AFG attempts to monitor these changes in order to
   identify opportunities which may be advantageous to the Partnership and which
   will maximize total cash returns for each asset.

     The total economic value realized upon final disposition of each asset is
   comprised of all primary lease term revenue generated from that asset,
   together with its residual value.  The latter consists of cash proceeds
   realized upon the asset's sale in addition to all other cash receipts
   obtained from renting the asset on a re-lease, renewal or month-to-month
   basis.  The Partnership classifies such residual rental payments as lease
   revenue.  Consequently, the amount of gain or loss reported in the financial
   statements is not necessarily indicative of the total residual value the
   Partnership achieved from leasing the equipment.

     Depreciation expense for the three and six months ended June 30, 1996 was
   $520,837 and $1,050,742, respectively, compared to $819,380 and $1,679,455
   for the same periods in 1995.  For financial reporting purposes, to the
   extent that an asset is held on primary lease term, the Partnership
   depreciates the difference between (i) the cost of the asset and (ii) the
   estimated residual value of the asset on a straight-line basis over such
   term.  For purposes of this policy, estimated residual values represent
   estimates of equipment values at the date of primary lease expiration.  To
   the extent that an asset is held beyond its primary lease term, the
   Partnership continues to depreciate the remaining net book value of the asset
   on a straight-line basis over the asset's remaining economic life.

     Interest expense was $34,526 and $64,340, or 3.8% and 3.5% of lease revenue
   for the three and six months ended June 30, 1996, respectively, compared to
   $136,441 and $208,762, or 12.8% and 10% of lease revenue for the same periods
   in 1995.   Interest expense in future periods will continue to decline in
   amount and as a percentage of lease revenue as the principal balance of notes
   payable is reduced through the application of rent receipts to outstanding
   debt.

     Management fees were 4.8% and 5.2% of lease revenue during the three and
   six months ended June 30, 1996, respectively, compared to  4.6% and 4.8% of
   lease revenue during the same periods in 1995.  Management fees during the
   six months ended June 30, 1996 include $6,065, resulting from an underaccrual
   in 1995.  Management fees are based on 5% of gross lease revenue generated by
   operating leases and 2% of gross lease revenue generated by full payout
   leases.

     Operating expenses consist principally of administrative charges,
   professional service costs, such as audit and legal fees, as well as
   printing, distribution and remarketing expenses.  In certain cases, equipment
   storage or repairs and maintenance costs may be incurred in connection with
   equipment being remarketed.  Collectively, operating expenses represented
   7.9% and 15.2% of lease revenue for the three and six months ended June 30,
   1996, respectively, compared to 2.5% and 3.4% of lease revenue for the same
   periods in 1995.  The increase in operating expenses from 1995 to 1996 was
   due primarily to heavy maintenance and airframe overhaul costs incurred or
   accrued in connection with certain of the Partnership's Boeing 727 aircraft.
   The amount of future operating expenses cannot be predicted with certainty;
   however, such expenses are usually higher during the acquisition and
   liquidation phases of a partnership. Other fluctuations typically occur in
   relation to the volume and timing of remarketing activities.

                                       10
<PAGE>
 
               AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION




   Liquidity and Capital Resources and Discussion of Cash Flows
   ------------------------------------------------------------

     The Partnership by its nature is a limited life entity which was
   established for specific purposes described in the preceding "Overview".  As
   an equipment leasing program, the Partnership's principal operating
   activities derive from asset rental transactions.  Accordingly, the
   Partnership's principal source of cash from operations is provided by the
   collection of periodic rents.  These cash inflows are used to satisfy debt
   service obligations associated with leveraged leases, and to pay management
   fees and operating costs.  Operating activities generated net cash inflows of
   $1,307,846 and $2,008,943 for the six months ended June 30, 1996 and 1995,
   respectively.  Future renewal, re-lease and equipment sale activities will
   continue to cause a gradual decline in the Partnership's lease revenue and
   corresponding sources of operating cash.  Overall, expenses associated with
   rental activities, such as management fees, and net cash flow from operating
   activities will also continue to decline as the Partnership experiences a
   higher frequency of remarketing events.

     Ultimately, the Partnership will dispose of all assets under lease.  This
   will occur principally through sale transactions whereby each asset will be
   sold to the existing lessee or to a third party.  Generally, this will occur
   upon expiration of each asset's primary or renewal/re-lease term.  In certain
   instances, casualty or early termination events may result in the disposal of
   an asset.  Such circumstances are infrequent and usually result in the
   collection of stipulated cash settlements pursuant to terms and conditions
   contained in the underlying lease agreements.

     Cash expended for equipment acquisitions and cash realized from asset
   disposal transactions are reported under investing activities on the
   accompanying Statement of Cash Flows. During the six months ended June 30,
   1996, the Partnership expended $245,280 to replace certain aircraft engines
   to facilitate the re-lease of this aircraft to Transmeridian Airlines. There
   were no equipment acquisitions during the same period in 1995. During the six
   months ended June 30, 1996, the Partnership realized $256,059 in equipment
   sale proceeds compared to $529,978 for the same period in 1995. 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.

     On November 30, 1995, upon the expiration of its lease term, Northwest
   Airlines, Inc., returned a Boeing 727-251 Advanced aircraft (the "Aircraft")
   in which the Partnership has a 22.4% ownership interest with a cost and net
   book value to the Partnership of $2,175,454 and $200,911, respectively, at
   June 30, 1996. The Aircraft is currently undergoing heavy maintenance
   expected to cost the Partnership approximately $134,000, all of which was
   accrued during the three months ended March 31, 1996. The Partnership entered
   into a new 28-month lease agreement with Transmeridian Airlines to re-lease
   the Aircraft at a base rent to the Partnership of $16,016 per month,
   effective upon completion of the heavy maintenance.

     The Partnership obtained long-term financing in connection with certain
   equipment leases.  The repayments of principal related to such indebtedness
   are reported as a component of financing activities.  Each note payable is
   recourse only to the specific equipment financed and to the minimum rental
   payments contracted to be received during the debt amortization period (which
   period generally coincides with the lease rental term).  As rental payments
   are collected, a portion or all of the rental payment is used to repay the
   associated indebtedness.  In future periods, the amount of cash used to repay
   debt obligations will continue to decline as the principal balance of notes
   payable is reduced through the collection and application of rents.

                                       11
<PAGE>
 
               AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART I. FINANCIAL INFORMATION



     Cash distributions to the General Partner and Recognized Owners are
   declared and generally paid within fifteen days following the end of each
   calendar quarter.  The payment of such distributions is presented as a
   component of financing activities.  For the six months ended June 30, 1996,
   the Partnership declared total cash distributions of Distributable Cash From
   Operations and Distributable Cash From Sales and Refinancings of $1,089,996.
   In accordance with the Amended and Restated Agreement and Certificate of
   Limited Partnership, the Recognized Owners were allocated 95% of these
   distributions, or $1,035,496, and the General Partner was allocated 5%, or
   $54,500.  The second quarter 1996 cash distribution was paid on July 15,
   1996.

     Cash distributions paid to the Recognized Owners consist of both a return
   of and a return on capital.  To the extent that cash distributions consist of
   Cash From Sales or Refinancings, substantially all of such cash distributions
   should be viewed as a return of capital.  Cash distributions do not represent
   and are not indicative of yield on investment.  Actual yield on investment
   cannot be determined with any certainty until conclusion of the Partnership
   and will be dependent upon the collection of all future contracted rents, the
   generation of renewal and/or re-lease rents, and the residual value realized
   for each asset at its disposal date.  Future market conditions, technological
   changes, the ability of AFG to manage and remarket the assets, and many other
   events and circumstances, could enhance or detract from individual asset
   yields and the collective performance of the Partnership's equipment
   portfolio.

     Further, the Partnership's future cash distributions will be adversely
   affected by the bankruptcy of Midway Airlines, Inc., as the Partnership will
   be unable to realize any future residual value for these aircraft.
   Notwithstanding such adverse impact, the overall investment results to be
   achieved by the Partnership will be dependent upon the collective performance
   results of all of the Partnership's equipment leases.


        The future liquidity of the Partnership will be influenced by the
   foregoing and will be greatly dependent upon the collection of contractual
   rents and the outcome of residual activities. In July 1996, the Partnership
   will collect cash of $2,806,320, consisting of lease termination rents equal
   to $846,649 and sale proceeds equal to $1,959,671, from the sale of its
   interests in two Boeing 727-Advanced jet aircraft to the lessee, Northwest.
   The amount of cash available for distribution to the Partners in future
   periods will be affected by this and other remarketing activities, which,
   depending upon timing, the amounts realized and other considerations, such as
   market conditions and any cash reserves retained by the Partnership, may
   cause the level of future quarterly cash distributions to fluctuate. Further,
   equipment lease expirations and asset disposals will cause the Partnership's
   net cash from operating activities to diminish over time. In addition, the
   Partnership may be required to incur asset refurbishment or upgrade costs in
   connection with future remarketing activities. Notwithstanding such
   circumstances, the General Partner anticipates that cash proceeds resulting
   from the Partnership's rental and remarketing activities will satisfy the
   Partnership's future expense obligations.
                                       12
<PAGE>
 
                AMERICAN INCOME PARTNERS V-A LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART II.  OTHER INFORMATION



     Item 1.               Legal Proceedings
                           Response:  None

     Item 2.               Changes in Securities
                           Response:  None

     Item 3.               Defaults upon Senior Securities
                           Response:  None

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

     Item 5.               Other Information
                           Response:  None

     Item 6(a).            Exhibits
                           Response:  None

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

                                       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-A LIMITED PARTNERSHIP


                     By:  AFG Leasing IV Incorporated, a Massachusetts
                          corporation and the General Partner of the
                          Registrant.


                     By:  /s/  Michael J. Butterfield
                          ---------------------------
                          Michael J. Butterfield
                          Treasurer of AFG Leasing IV Incorporated
                          (Duly Authorized Officer and
                          Principal Accounting Officer)


                     Date:  August 14, 1996
                            ---------------



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


                     Date:  August 14, 1996
                            ---------------

                                       14

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,493,452
<SECURITIES>                                         0
<RECEIVABLES>                                  537,385
<ALLOWANCES>                                     5,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,030,837
<PP&E>                                      29,841,692
<DEPRECIATION>                              22,878,710 
<TOTAL-ASSETS>                               8,988,819
<CURRENT-LIABILITIES>                          690,005
<BONDS>                                      1,845,743
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,453,071
<TOTAL-LIABILITY-AND-EQUITY>                 8,988,819
<SALES>                                              0
<TOTAL-REVENUES>                             2,080,745
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,490,146
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              64,340
<INCOME-PRETAX>                                590,599 
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            590,599 
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   590,599
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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