AMERICAN INCOME FUND I-A
10-Q, 1996-11-13
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      September 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 September 30, 1996                Commission File No. 33-35148


                                                         
         American Income Fund I-A, a Massachusetts Limited Partnership
- -----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
 
<S>                                                   <C>
Massachusetts                                              04-3097216
- -------------------------------                        -----------------
(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
                                                          --------------
 
</TABLE>
- --------------------------------------------------------------------------------
   (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 X
                                               ---      ---   

               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 FUND I-A,
                      a Massachusetts Limited Partnership

                                   FORM 10-Q

                                     INDEX



      
      

PART I.  FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
                                                                                           Page
Item 1.  Financial Statements
<S>                                                                       <C>
 
     Statement of Financial Position
       at September 30, 1996 and December 31, 1995                                           3
 
     Statement of Operations
       for the three and nine months ended September 30, 1996 and 1995                       4
 
     Statement of Cash Flows
       for the nine months ended September 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 FUND I-A,
                      a Massachusetts Limited Partnership

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

                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                          September 30,  December 31,
                                              1996           1995
                                          -------------  ------------
<S>                                       <C>            <C>
 
ASSETS
- ------ 
Cash and cash equivalents                    $1,696,622    $1,595,008

Rents receivable                                 30,076        75,152

Accounts receivable - affiliate                  94,562        35,962

Equipment at cost, net of accumulated
 depreciation of $3,881,578 and $4,245,887
 at September 30, 1996 and December 31,         623,435       877,302
 1995, respectively                          ----------    ----------

        Total assets                         $2,444,695    $2,583,424
                                             ==========    ==========
 

LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
 
Notes payable                                   $  --    $    5,186
Accrued interest                                   --           135
Accrued liabilities                            40,792        25,830
Accrued liabilities - affiliate                 4,142         7,685
Deferred rental income                         15,229         9,384
Cash distributions payable to partners        113,003       113,003
                                           ----------    ----------

        Total liabilities                     173,166       161,223
                                           ----------    ----------
Partners' capital (deficit):
   General Partner                           (203,308)     (195,775)
   Limited Partnership Interests
   (286,274 Units; initial             
   purchase price of $25 each)              2,474,837     2,617,976
                                           ----------    ----------

        Total partners' capital             2,271,529     2,422,201
                                           ----------    ----------

        Total liabilities and partners'    
         capital                           $2,444,695    $2,583,424
                                           ==========    ==========
 
 
</TABLE>
                  The accompanying notes are an integral part
                         of these financial statements.

                                       3
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                            STATEMENT OF OPERATIONS
        for the three and nine months ended September 30, 1996 and 1995

                                  (Unaudited)

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

        Lease revenue                      $215,916   $174,029   $492,135   $605,838

        Interest income                      20,550     19,155     59,687     63,248

        Gain on sale of equipment            45,985     56,229     67,229    145,112
                                           --------   --------   --------   --------

          Total income                      282,451    249,413    619,051    814,198
                                           --------   --------   --------   --------
 
Expenses:

        Depreciation and amortization        79,029    112,275    254,156    404,905

        Interest expense                         --      1,083         --      7,114

        Equipment management fees
         - affiliate                         10,515      7,420     26,077     25,946

        Operating expenses - affiliate        6,923      9,283    150,481     39,171
                                           --------   --------   --------   --------

          Total expenses                     96,467    130,061    430,714    477,136
                                           --------   --------   --------   --------
 
Net income                                 $185,984   $119,352   $188,337   $337,062
                                           ========   ========   ========   ========
 
Net income
        per limited partnership unit       $   0.62   $   0.40   $   0.63   $   1.12
                                           ========   ========   ========   ========
Cash distributions declared
        per limited partnership unit       $   0.38   $   0.38   $   1.13   $   1.87
                                           ========   ========   ========   ========
 
</TABLE>
                  The accompanying notes are an integral part
                         of these financial statements.

                                       4
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                            STATEMENT OF CASH FLOWS
             for the nine months ended September 30, 1996 and 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                              1996          1995
                                          ------------  ------------
<S>                                       <C>           <C>
Cash flows from (used in) operating
 activities:                               
Net income                                 $  188,337    $  337,062

Adjustments to reconcile net income to
   net cash from operating activities:
       Depreciation and amortization          254,156       404,905
       Gain on sale of equipment              (67,229)     (145,112)

Changes in assets and liabilities
   Decrease (increase) in:
       rents receivable                        45,076        13,898
       accounts receivable - affiliate        (58,600)       17,139
   Increase (decrease) in:
       accrued interest                          (135)       (1,482)
       accrued liabilities                     14,962          (955)
       accrued liabilities - affiliate         (3,543)           --
       deferred rental income                   5,845         2,510
                                           ----------    ----------
          Net cash from operating       
           activities                         378,869       627,965
                                           ----------    ----------
Cash flows from (used in) investing
 activities:
   Purchase of equipment                     (127,020)           --
   Proceeds from equipment sales              193,960       305,466
                                           ----------    ----------
          Net cash from investing              
           activities                          66,940       305,466
                                           ----------    ----------

Cash flows used in financing activities:
   Principal payments - notes payable          (5,186)     (161,700)
   Distributions paid                        (339,009)     (678,017)
                                           ----------    ----------
          Net cash used in financing  
           activities                        (344,195)     (839,717)
                                           ----------    ----------
Net increase in cash and cash equivalents     101,614        93,714

Cash and cash equivalents at beginning      
 of period                                  1,595,008     1,458,958                                 
                                           ----------    ----------
Cash and cash equivalents at end of        
 period                                    $1,696,622    $1,552,672
                                           ==========    ==========
 
Supplemental disclosure of cash flow
 information:                              
   Cash paid during the period for 
     interest                              $      135    $    8,596
                                           ==========    ==========
    
 
</TABLE>
                  The accompanying notes are an integral part
                         of these financial statements.

                                       5
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                       Notes to the Financial Statements
                               September 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 September 30, 1996 and December 31, 1995 and results of operations
for the three and nine month periods ended September 30, 1996 and 1995 have been
made and are reflected.


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

  At September 30, 1996, the Partnership had $1,595,000 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
$284,988 are due as follows:
<TABLE>
<CAPTION>
 
<S>                                    <C>    <C>
  For the year ending September 30,     1997  $156,713
                                        1998   103,446
                                        1999    24,829
                                              --------
 
                                       Total  $284,988
                                              ========
 
</TABLE>

                                       6
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                       Notes to the Financial Statements

                                  (Continued)



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

  The following is a summary of equipment owned by the Partnership at September
30, 1996.  In the opinion of American Finance Group ("AFG"), the acquisition
cost of the equipment did not exceed its fair market value.
<TABLE>
<CAPTION>
 
                                     Lease Term     Equipment
Equipment Type                        (Months)       at Cost
- --------------                    --------------  ------------
 
<S>                                <C>             <C>
Aircraft                              10 - 36     $ 2,288,254
Materials handling                     2 - 60       1,468,975
Communications                        23 - 60         383,676
Computers & peripherals                1 - 51         239,322
Retail store fixtures                 12 - 47          63,750
Tractors & heavy duty trucks               78          61,036
                                                   -----------
 
    Total equipment cost                            4,505,013
 
    Accumulated depreciation                       (3,881,578)
                                                   -----------
 
    Equipment, net of accumulated depreciation    $   623,435
                                                   ===========
 
</TABLE>

  At September 30, 1996, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $2,479,448, representing
approximately 55% of total equipment cost.

  The summary above includes equipment held for sale or re-lease with a cost and
net book value of approximately $1,331,000 and $287,000, respectively, at
September 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 $1,207,637 and
$285,981, respectively, at September 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 $75,000, all of
which was accrued or incurred during the nine months ended September 30, 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 $8,294
per month, effective upon completion of the heavy maintenance.


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 nine month
periods ended September 30, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:

                                       7
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                       Notes to the Financial Statements

                                  (Continued)
<TABLE>
<CAPTION>
 
 
                                     1996     1995
                                   --------  -------
<S>                                <C>       <C>
 
Equipment management fees          $ 26,077  $25,946
Administrative charges                9,414    9,414
Reimbursable operating expenses
 due to third parties               141,067   29,757
                                   --------  -------
 
  Total                            $176,558  $65,117
                                   ========  =======
 
</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
September 30, 1996, the Partnership was owed $94,562 by AFG for such funds and
the interest thereon.  These funds were remitted to the Partnership in October
1996.

                                       8
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts 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 nine months ended September 30, 1996 compared to the three and nine
- -----------------------------------------------------------------------------
months ended September 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 revenue 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 1990.


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

  For the three and nine months ended September 30, 1996, the Partnership
recognized lease revenue of $215,916 and $492,135, respectively, compared to
$174,029 and $605,838 for the same periods in 1995.  Lease revenue increased
during the three months ended September 30, 1996 due to the receipt of $64,140
of lease termination rents received in connection with the sale of the
Partnership's interest in two Boeing 727-Advanced aircraft in July 1996 (see
below).  The overall 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 and nine months ended September 30, 1996, the Partnership sold
equipment having a net book value of $111,250 and $126,731, respectively, to
existing lessees and third parties.  These sales resulted in net gains for
financial statement purposes of $45,985 and $67,229, respectively.  These
equipment sales included the sale of the Partnership's interest in two Boeing
727-Advanced jet aircraft with an original cost and net book value of $557,072
and $106,544, respectively, which the Partnership sold to the existing lessee in
July 1996.  In connection with these sales, the Partnership realized sale
proceeds of $148,460, which resulted in a net gain, for financial statement
purposes, of $41,916.  This equipment was sold prior to the expiration of the
related lease term.

                                       9
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                                   FORM 10-Q

                         PART I.  FINANCIAL INFORMATION

  For the three and nine months ended September 30, 1995,  the Partnership sold
equipment having a net book value of $42,338 and $160,354 to existing lessees
and third parties.  These sales resulted in net gains, for financial statement
purposes, of $56,229 and $145,112, respectively.

  It cannot be determined whether future sales of equipment will result in a net
gain or a net loss to the Partnership, as such transactions will be dependent
upon the condition and type of equipment being sold and its marketability at the
time of sale.  In addition, the amount of gain or loss reported for financial
statement purposes is partly a function of the amount of accumulated
depreciation associated with the equipment being sold.

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

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

  Depreciation and amortization expense for the three and nine months ended
September 30, 1996 was $79,029 and $254,156, respectively, compared to $112,275
and $404,905 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 $1,083 and $7,114, or less than 1% and 1.2% of lease
revenue for the three and nine months ended September 30, 1995, respectively.
Management fees were 4.9% and 5.3% of lease revenue for the three and nine month
periods ended September 30, 1996, respectively, compared to 4.3% of lease
revenue for each of the same periods in 1995.  Management fees during the nine
months ended September 30, 1996 include $2,088 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.
The overall increase in operating expenses from 1995 to 1996 is due primarily to
heavy maintenance and airframe overhaul costs incurred or accrued in connection
with certain of the Partnership's interests in Boeing 727 aircraft.  During the
three months ended September 30, 1996, the Partnership received $40,816 from the
former lessee of these aircraft, representing a partial reimbursement of such
costs.  The amount of future operating expenses cannot be predicted with
certainty; however, such expenses are usually higher during the acquisition and
liquidation phases of a partnership.  Other fluctuations typically occur in
relation to the volume and timing of remarketing activities.

                                       10
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts 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.  For the nine
months ended September 30, 1996, operating activities generated net cash inflows
of $378,869 compared to $627,965 for the same period in 1995.  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 nine months ended September 30, 1996, the
Partnership expended $127,020 to replace certain aircraft engines to facilitate
the re-lease of this aircraft to Transmeridian Airlines, discussed below.  There
were no equipment acquisitions during the same period in 1995.  During the nine
months ended September 30, 1996, the Partnership realized $193,960 in equipment
sale proceeds compared to $305,466 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. ("Northwest"), returned a Boeing 727-251 Advanced aircraft (the
"Aircraft") in which the Partnership has an 11.6% ownership interest.  The
Partnership's interest in the Aircraft had a cost and net book value of
$1,207,637 and $285,981, respectively, at September 30, 1996.  The Aircraft is
currently undergoing heavy maintenance expected to cost the Partnership
approximately $75,000, all of which was accrued or incurred during the nine
months ended September 30, 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 $8,294 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.  The Partnership's notes payable were fully amortized
during the nine months ended September 30, 1996.

  Cash distributions to the General and Limited Partners are declared and
generally paid within fifteen days following the end of each calendar quarter.
The payment of such distributions is presented as a component of financing
activities.  For the nine months ended September 30, 1996, the Partnership
declared total cash 

                                       11
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts Limited Partnership

                                   FORM 10-Q

                         PART I.  FINANCIAL INFORMATION


distributions of Distributable Cash from Operations and Distributable Cash From
Sales and Refinancings of $339,009. In accordance with the Amended and Restated
Agreement and Certificate of Limited Partnership, the Limited Partners were
allocated 95% of these distributions, or $322,059, and the General Partner was
allocated 5%, or $16,950. The third quarter 1996 cash distribution was paid on
October 15, 1996.

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

  The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly dependent upon the collection of contractual rents and the
outcome of residual activities.  The General Partner anticipates that cash
proceeds resulting from these sources will satisfy the Partnership's future
expense obligations.  However, the amount of cash for distribution in future
periods will fluctuate.  Equipment lease expirations and asset disposals will
cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
In addition, the Partnership may be required to incur asset refurbishment or
upgrade costs in connection with future remarketing activities.  Accordingly,
fluctuations in the level of quarterly cash distributions will occur during the
life of the Partnership.

                                       12
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                      a Massachusetts 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 FUND I-A, a Massachusetts Limited Partnership


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


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


                Date:  November 13, 1996
                       ----------------------------------------- 



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


                Date:  November 13, 1996
                       -----------------------------------------

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JUN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       1,696,622
<SECURITIES>                                         0
<RECEIVABLES>                                  124,638
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,821,260
<PP&E>                                       4,505,013
<DEPRECIATION>                               3,881,578
<TOTAL-ASSETS>                               2,444,695
<CURRENT-LIABILITIES>                          173,166
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,271,529
<TOTAL-LIABILITY-AND-EQUITY>                 2,444,695
<SALES>                                        492,135
<TOTAL-REVENUES>                               619,051
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               430,714
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                188,337
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            188,337
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   188,337
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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