AMERICAN INCOME FUND I-A
10-Q, 1997-11-14
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
 
                                   FORM 10-Q
 
(Mark One)

[ 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, 1997
                               ---------------------------------------------

                                       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, 1997            Commission File No. 33-35148
 
         American Income Fund I-A, a Massachusetts Limited Partnership 
- ----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)
 
Massachusetts                                       04-3097216
- ---------------------------------------             --------------------
(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 FUND I-A,
                     a Massachusetts Limited Partnership
 
                                   FORM 10-Q
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                             ---------
<S>                                                                                                          <C>
PART I. FINANCIAL INFORMATION:

   Item 1. Financial Statements

      Statement of Financial Position
         at September 30, 1997 and December 31, 1996.......................................................          3

      Statement of Operations
         for the three and nine months ended September 30, 1997 and 1996...................................          4

      Statement of Cash Flows
         for the nine months ended September 30, 1997 and 1996.............................................          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, 1997 and December 31, 1996

                                (Unaudited)

                                             September 30,       December 31,
                                                 1997                1996
                                             -------------       ------------
ASSETS
- ------

Cash and cash equivalents..................   $1,730,711          $1,721,388

Rents receivable...........................       18,182              27,902

Accounts receivable--affiliate.............       73,198              61,144

Equipment at cost, net of accumulated
  depreciation of $3,776,226 and $3,836,846
  at September 30, 1997 and December 31,
  1996, respectively.......................      309,661             530,926
                                            ------------       -------------

    Total assets...........................   $2,131,752          $2,341,360
                                            ------------       -------------
                                            ------------       -------------

LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

Accrued liabilities........................  $    22,500         $   30,870
Accrued liabilities--affiliate.............        7,728             22,945
Deferred rental income.....................        6,445              6,445
Cash distributions payable to partners.....       75,335             75,335
                                            ------------       -------------
    Total liabilities......................      112,008            135,595
                                            ------------       -------------

Partners' capital (deficit):
  General Partner........................       (215,898)          (206,597)
  Limited Partnership Interests
  (286,274 Units; initial purchase price
  of $25 each)...........................      2,235,642          2,412,362
                                            ------------       -------------

    Total partners' capital..............      2,019,744          2,205,765
                                            ------------       -------------

     Total liabilities and partners'
       capital...........................     $2,131,752         $2,341,360
                                             ------------       -------------
                                             ------------       -------------

                   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, 1997 and 1996

                                (Unaudited)



<TABLE>
<CAPTION>
                                                                        THREE MONTHS            NINE MONTHS
                                                                    ENDED SEPTEMBER 30,     ENDED SEPTEMBER 30,
                                                                   ----------------------  ----------------------
                                                                      1997        1996        1997        1996
                                                                   ----------  ----------  ----------  ----------
<S>                                                                <C>         <C>         <C>         <C>
Income:

   Lease revenue.................................................  $  142,835  $  215,916  $  394,812  $  492,135

   Interest income...............................................      20,539      20,550      60,802      59,687

   Gain on sale of equipment.....................................      --          45,985      10,578      67,229
                                                                   ----------  ----------  ----------  ----------

      Total income...............................................     163,374     282,451     466,192     619,051
                                                                   ----------  ----------  ----------  ----------


Expenses:

   Depreciation..................................................      68,134      79,029     210,467     254,156

   Equipment management fees--affiliate..........................       6,969      10,515      19,449      26,077

   Operating expenses--affiliate.................................      53,607       6,923     196,292     150,481
                                                                   ----------  ----------  ----------  ----------

      Total expenses.............................................     128,710      96,467     426,208     430,714
                                                                   ----------  ----------  ----------  ----------


Net income.......................................................  $   34,664  $  185,984  $   39,984  $  188,337
                                                                   ----------  ----------  ----------  ----------
                                                                   ----------  ----------  ----------  ----------

Net income per limited partnership unit..........................  $     0.12  $     0.62  $     0.13  $     0.63
                                                                   ----------  ----------  ----------  ----------
                                                                   ----------  ----------  ----------  ----------

Cash distributions declared per limited partnership unit.........  $     0.25  $     0.38  $     0.75  $     1.13
                                                                   ----------  ----------  ----------  ----------
                                                                   ----------  ----------  ----------  ----------
</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, 1997 and 1996

                                (Unaudited)
 
<TABLE>
<CAPTION>
                                                                                            1997          1996
                                                                                        ------------  ------------
<S>                                                                                     <C>           <C>
Cash flows from (used in) operating activities:
Net income...........................................................................  $     39,984  $    188,337

Adjustments to reconcile net income to net cash from operating activities:
   Depreciation......................................................................       210,467       254,156
   Gain on sale of equipment.........................................................       (10,578)      (67,229)

Changes in assets and liabilities
   Decrease (increase) in:
      rents receivable...............................................................         9,720        45,076
      accounts receivable--affiliate.................................................       (12,054)      (58,600)
   Increase (decrease) in:
      accrued interest...............................................................          --            (135)
      accrued liabilities............................................................        (8,370)       14,962
      accrued liabilities--affiliate.................................................       (15,217)       (3,543)
      deferred rental income.........................................................          --           5,845
                                                                                        ------------  ------------
         Net cash from operating activities..........................................       213,952       378,869
                                                                                        ------------  ------------
Cash flows from (used in) investing activities:
   Purchase of equipment..............................................................       --          (127,020)
   Proceeds from equipment sales......................................................       21,376       193,960
                                                                                        ------------  ------------
         Net cash from investing activities...........................................       21,376        66,940
                                                                                        ------------  ------------
Cash flows used in financing activities:
   Principal payments--notes payable..................................................       --            (5,186)
   Distributions paid.................................................................     (226,005)     (339,009)
                                                                                        ------------  ------------
         Net cash used in financing activities........................................     (226,005)     (344,195)
                                                                                        ------------  ------------
Net increase in cash and cash equivalents.............................................        9,323       101,614

Cash and cash equivalents at beginning of period......................................    1,721,388     1,595,008
                                                                                        ------------  ------------
Cash and cash equivalents at end of period............................................  $ 1,730,711  $  1,696,622
                                                                                        ------------  ------------
                                                                                        ------------  ------------

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest...........................................  $     --      $       135
                                                                                        ------------  ------------
                                                                                        ------------  ------------
</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, 1997

                                 (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 1996 Annual Report. Except as 
disclosed herein, there has been no material change to the information 
presented in the footnotes to the 1996 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, 1997 and December 31, 1996 and results of 
operations for the three and nine month periods ended September 30, 1997 and 
1996 have been made and are reflected.
 
NOTE 2--CASH
- ------------

    At September 30, 1997, the Partnership had $1,625,000 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 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. Future minimum rents of 
$292,805 are due as follows:
 
For the year ending September 30, 1998.........    $ 258,276
                                  1999.........       34,529
                                                 -----------
                                  Total........    $ 292,805
                                                 -----------
                                                 -----------

    The Partnership entered into a new 18-month lease agreement with 
Transmeridian Airlines for its proportionate interest in a Boeing 727 
Aircraft at a base rent to the Partnership of $9,280 per month for 8 months 
and $8,120 per month for 10 months, effective April 30, 1997.

                                       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, 1997. In the opinion of Equis Financial Group Limited 
Partnership ("EFG"), the acquisition cost of the equipment did not exceed its 
fair market value.

                                     REMAINING
                                     LEASE TERM    EQUIPMENT
EQUIPMENT TYPE                         (MONTHS)      AT COST
- -----------------                    -----------  ------------

Aircraft.......................         0-16      $  2,288,254
Materials handling.............         0-17         1,215,497
Communications.................            0           383,676
Computers & peripherals........         0-15           137,424
Tractors & heavy duty trucks...            0            61,036
                                                  ------------
                        Total equipment cost         4,085,887

                    Accumulated depreciation        (3,776,226)
                                                  ------------

  Equipment, net of accumulated depreciation      $    309,661
                                                  ------------
                                                  ------------

    At September 30, 1997, the Partnership's equipment portfolio included 
equipment having a proportionate original cost of $2,415,273, representing 
approximately 59% of total equipment cost.
 
    The summary above includes equipment held for sale or re-lease which had 
been fully depreciated with a cost of approximately $1,700 at September 30, 
1997. The General Partner is actively seeking the sale or re-lease of all 
equipment not on lease. In addition, the summary above also includes 
equipment being leased on a month-to-month basis.
 
NOTE 5--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 nine month 
periods ended September 30, 1997 and 1996, which were paid or accrued by the 
Partnership to EFG or its Affiliates, are as follows:

<TABLE>
<CAPTION>
                                                            1997          1996
                                                         ----------    ----------
<S>                                                      <C>           <C>
Equipment management fees..............................  $   19,449    $   26,077
Administrative charges.................................      39,633         9,414
Reimbursable operating expenses due to third parties...     156,659       141,067
                                                         ----------    ----------

         Total.........................................  $  215,741    $  176,558
                                                         ----------    ----------
                                                         ----------    ----------
</TABLE>

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

                      Notes to the Financial Statements
 
                                  (Continued)
 
    All rents and proceeds from the sale of equipment are paid directly to 
either EFG or to a lender. EFG temporarily deposits collected funds in a 
separate interest-bearing escrow account prior to remittance to the 
Partnership. At September 30, 1997, the Partnership was owed $73,198 by EFG 
for such funds and the interest thereon. These funds were remitted to the 
Partnership in October 1997.
 
NOTE 6--LEGAL PROCEEDINGS
- -------------------------

    On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited 
partner units or beneficiary interests in eight investment programs sponsored 
by EFG filed a lawsuit, as a derivative action, on behalf of the Partnership 
and 27 other investment programs (collectively, the "Nominal Defendants") in 
the Superior Court of the Commonwealth of Massachusetts for the County of 
Suffolk against EFG and certain of EFG's affiliates, including the General 
Partner of the Partnership and four other wholly-owned subsidiaries of EFG 
which are general partner or managing trustee of one or more of the 
investment programs, (collectively, the "Managing Defendants"), and certain 
other entities and individuals that have control of the Managing Defendants 
and the Nominal Defendants (the "Controlling Defendants"). The Plaintiffs 
assert claims of breach of fiduciary duty, breach of contract, unjust 
enrichment, and equitable relief and seek various remedies, including 
compensatory and punitive damages to be determined at trial.

    The General Partner and EFG are in the early stages of evaluating the 
nature and extent of the claims asserted in this lawsuit and cannot predict 
its outcome with any degree of certainty. However, based upon all of the 
facts presently being considered by management, the General Partner and EFG 
do not believe that any likely outcome will have a material adverse effect on 
the Partnership. The General Partner, EFG and their affiliates intend to 
vigorously defend against the lawsuit.

                                       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.
        --------------
 
    Certain statements in this quarterly report 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 important 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 ability of EFG to collect all rents due under the attendant 
lease agreements and successfully remarket the Partnership's equipment upon 
the expiration of such leases.
 
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THE THREE AND
- ------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 1996:
- -------------------------------------
 
OVERVIEW
 
    The Partnership was organized in 1990 as a direct-participation equipment 
leasing program to acquire a diversified portfolio of capital equipment 
subject to lease agreements with third parties. The Partnership's stated 
investment objectives and policies contemplated that the Partnership would 
wind-up its operations within approximately seven years of its inception. The 
value of the Partnership's equipment portfolio decreases over time due to 
depreciation resulting from age and usage of the equipment, as well as 
technological changes and other market factors. In addition, the Partnership 
does not replace equipment as it is sold; therefore, its aggregate investment 
value in equipment declines from asset disposals occurring in the normal 
course of business. As a result of the Partnership's age and a declining 
equipment portfolio, the General Partner is evaluating a variety of 
transactions that will reduce the Partnership's prospective costs to operate 
as a publicly registered limited partnership and, therefore, enhance overall 
cash distributions to the limited partners. Such a transaction may involve 
the sale of the Partnership's remaining equipment or a transaction that would 
allow for the consolidation of the Partnership's expenses with other 
similarly-organized equipment leasing programs.
 
RESULTS OF OPERATIONS
- ---------------------

    For the three and nine months ended September 30, 1997, the Partnership 
recognized lease revenue of $142,835 and $394,812, respectively, compared to 
$215,916 and $492,135 for the same periods in 1996. The decrease in lease 
revenue from 1996 to 1997 was expected and resulted principally from lease 
term expirations and the sale of equipment. Lease revenue during the three 
and nine months ended September 30, 1996 included 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 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 EFG or an affiliated equipment leasing 
program sponsored by EFG. 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.

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

                                  FORM 10-Q
 
                        PART I. FINANCIAL INFORMATION

    For the nine months ended September 30, 1997, the Partnership sold 
equipment having a net book value of $10,798 to existing lessees and third 
parties. These sales resulted in a net gain, for financial statement 
purposes, of $10,578. There were no equipment sales during the three months 
ended September 30, 1997.

    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, resulting in the receipt by the 
Partnership of lease termination rents, described above.
 
    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 
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 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 nine months ended September 30, 
1997 was $68,134 and $210,467, respectively, compared to $79,029 and $254,156 
for the same periods in 1996. 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% of lease revenue for each of the 
three and nine months ended September 30, 1997, respectively, compared to 
4.9% and 5.3% of lease revenue for the same periods in 1996. Management fees 
during the nine months ended September 30, 1996 included $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
 
                                      10
<PAGE>
 
                           AMERICAN INCOME FUND I-A,
                    a Massachusetts Limited Partnership

                                  FORM 10-Q
 
                        PART I. FINANCIAL INFORMATION

repairs and maintenance costs may be incurred in connection with equipment 
being remarketed. Significant operating expenses were incurred in 1997 and 
1996 due to heavy maintenance and airframe overhaul costs incurred or accrued 
in connection with the Partnership's interests in two Boeing 727 aircraft. 
Certain of the costs incurred in the first quarter of 1996 were subsequently 
reimbursed by the former lessee of the related aircraft during the third 
quarter of 1996. In 1996, the Partnership entered into a new 36-month lease 
agreement with Sunworld International Airlines, Inc. to re-lease one of the 
aircraft at a base rent to the Partnership of $7,540 per month. In April 
1997, the Partnership entered into a new 18-month lease agreement with 
Transmeridian Airlines to re-lease the second aircraft at a base rent to the 
Partnership of $9,280 per month for 8 months and $8,120 per month for 10 
months. The amount of future operating expenses cannot be predicted with 
certainty; however, such expenses are usually higher during the acquisition 
and liquidation phases of partnership. Other fluctuations typically occur in 
relation to the volume and timing of remarketing activities.
 
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, 1997, 
operating activities generated net cash inflows of $213,952 compared to 
$378,869 for the same period in 1996. Net cash from operating activities in 
1996 included lease termination rents of $64,140 received in connection with 
the aircraft sale discussed above. Future renewal, re-lease and equipment 
sale activities will continue to 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 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, 1997, the Partnership realized $21,376 in equipment sale proceeds 
compared to $193,960 for the same period in 1996. 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 nine months ended September 30, 1996, 
the Partnership expended $127,020 to replace certain aircraft engines to 
facilitate the re-lease of an aircraft to Transmeridian Airlines, discussed 
above. There were no equipment acquisitions during the same period in 1997.

    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. The Partnership's notes 
payable were fully amortized during the first quarter of 1996.

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

                                  FORM 10-Q
 
                        PART I. FINANCIAL INFORMATION

    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, 1997, the 
Partnership declared total cash distributions of Distributable Cash from 
Operations and Distributable Cash From Sales and Refinancings of $226,005. In 
accordance with the Amended and Restated Agreement and Certificate of Limited 
Partnership, the Limited Partners were allocated 95% of these distributions, 
or $214,705, and the General Partner was allocated 5%, or $11,300. The third 
quarter 1997 cash distribution was paid on October 14, 1997.
 
    Cash distributions paid to the Limited Partners 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. Future market conditions, technological changes, 
the ability of EFG 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 contracted 
rents and the outcome of residual activities. The General Partner anticipates 
that cash proceeds resulting from these sources will satisfy the 
Partnership's future expense obligations. However, the amount of cash 
available for distribution in future periods will fluctuate. Equipment lease 
expirations and asset disposals will cause the Partnership's net cash from 
operating activities to diminish over time; and equipment sale proceeds will 
vary in amount and period of realization. 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:
 
                         Refer to Note 6 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 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 14, 1997
                              --------------------------------------------

                 By:          /s/ Gary M. Romano
                              --------------------------------------------
                              Gary M. Romano
                              Clerk of AFG Leasing VI Incorporated
                              (Duly Authorized Officer and
                              Principal Financial Officer)
 
                 Date:        November 14, 1997
                              --------------------------------------------
 

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,730,711
<SECURITIES>                                         0
<RECEIVABLES>                                   91,380
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,822,091
<PP&E>                                       4,085,887
<DEPRECIATION>                               3,776,226
<TOTAL-ASSETS>                               2,131,752
<CURRENT-LIABILITIES>                          112,008
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,019,744
<TOTAL-LIABILITY-AND-EQUITY>                 2,131,752
<SALES>                                              0
<TOTAL-REVENUES>                               466,192
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               426,208
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 39,984
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             39,984
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    39,984
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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