<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 33-35148-01
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, 2000 and December 31, 1999.................................. 3
Statement of Operations
for the three and nine months ended September 30, 2000 and 1999.............. 4
Statement of Cash Flows
for the nine months ended September 30, 2000 and 1999........................ 5
Notes to the Financial Statements............................................. 6-9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................... 10-13
PART II. OTHER INFORMATION:
Items 1-6.............................................................................. 14
</TABLE>
2
<PAGE>
AMERICAN INCOME FUND I-A,
a Massachusetts Limited Partnership
STATEMENT OF FINANCIAL POSITION
September 30, 2000 and December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents...................................................... $ 851,496 $2,593,713
Rents receivable............................................................... 2,370 17,000
Accounts receivable--affiliate................................................. 2,680 9,270
Investment in real estate venture.............................................. 1,612,671 -
Equipment at cost, net of accumulated depreciation of $342,411 and
$423,985 at September 30, 2000 and December 31, 1999, respectively............ - -
---------- ----------
Total assets.............................................................. $2,469,217 $2,619,983
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities............................................................ $ 202,539 $ 204,068
Accrued liabilities--affiliate................................................. 18,877 5,465
Other liabilities.............................................................. - 25,000
Cash distributions payable to partners......................................... - 56,502
---------- ----------
Total liabilities......................................................... 221,416 291,035
---------- ----------
Partners' capital (deficit):
General Partner............................................................... (204,494) (200,437)
Limited Partnership Interests (286,274 Units; initial purchase
price of $25 each)........................................................... 2,452,295 2,529,385
---------- ----------
Total partners' capital................................................... 2,247,801 2,328,948
---------- ----------
Total liabilities and partners' capital................................... $2,469,217 $2,619,983
========== ==========
</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, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
2000 1999 2000 1999
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Income:
Lease revenue................................... $ 9,694 $16,413 $ 45,055 $100,100
Interest income................................. 13,755 34,227 56,611 106,459
Gain on sale of equipment....................... 1,500 28,602 8,800 784,906
-------- ------- -------- --------
Total income............................... 24,949 79,242 110,466 991,465
-------- ------- -------- --------
Expenses:
Depreciation.................................... - - - 23,214
Equipment management fees--affiliate............ 485 821 2,253 4,823
Operating expenses--affiliate................... 87,955 41,812 152,031 166,015
Partnership's share of unconsolidated real
estate venture's loss.................... 26,752 - 37,329 -
-------- ------- -------- --------
Total expenses.............................. 115,192 42,633 191,613 194,052
-------- ------- -------- --------
Net (loss) income................................ $(90,243) $36,609 $(81,147) $797,413
======== ======= ======== ========
Net (loss) income per limited partnership unit... $ (0.30) $ 0.12 $ (0.27) $ 2.65
======== ======= ======== ========
Cash distributions declared per limited
partnership unit................................ $ - $ 0.19 $ - $ 0.56
======== ======= ======== ========
</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, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended
September 30,
2000 1999
----------- ----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net (loss) income........................................................ $ (81,147) $ 797,413
Adjustments to reconcile net (loss) income to net cash used in
operating activities:
Depreciation........................................................... - 23,214
Gain on sale of equipment.............................................. (8,800) (784,906)
Partnership's share of unconsolidated real estate venture's loss....... 37,329 -
Changes in assets and liabilities
Decrease in:
Rents receivable....................................................... 14,630 28,595
Accounts receivable--affiliate......................................... 6,590 416,929
Increase (decrease) in:
Accrued liabilities.................................................... (1,529) (87,675)
Accrued liabilities--affiliate......................................... 13,412 (297)
Deferred rental income................................................. - (4,775)
Other liabilities...................................................... (25,000) (388,600)
----------- ----------
Net cash used in operating activities............................... (44,515) (102)
----------- ----------
Cash flows provided by (used in) investing activities:
Proceeds from equipment sales........................................... 8,800 852,946
Investment in real estate venture....................................... (1,650,000) -
----------- ----------
Net cash (used in) provided by investing activities................. (1,641,200) 852,946
----------- ----------
Cash flows used in financing activities:
Distributions paid...................................................... (56,502) (169,504)
----------- ----------
Net cash used in financing activities............................... (56,502) (169,504)
----------- ----------
Net (decrease) increase in cash and cash equivalents..................... (1,742,217) 683,340
Cash and cash equivalents at beginning of period......................... 2,593,713 1,969,323
----------- ----------
Cash and cash equivalents at end of period............................... $ 851,496 $2,652,663
=========== ==========
</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, 2000
(Unaudited)
Note 1--Basis of Presentation
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles for interim financial information and
with the instructions for preparing Form 10-Q under Rule 10-01 of Regulation S-X
of the Securities and Exchange Commission and are unaudited. As such, these
financial statements do not include all information and footnote disclosures
required under generally accepted accounting principles for complete financial
statements and, accordingly, the accompanying financial statements should be
read in conjunction with the footnotes presented in the 1999 Annual Report.
Except as disclosed herein, there have been no material changes to the
information presented in the footnotes to the 1999 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at September 30, 2000 and December 31, 1999 and results of operations
for the three and nine month periods ended September 30, 2000 and 1999 have been
made and are reflected.
Note 2--Cash
At September 30, 2000, American Income Fund I-A, a Massachusetts Limited
Partnership (the "Partnership") had $749,320 invested in federal agency
discount notes, repurchase agreements secured by U.S. Treasury Bills or
interests in U.S. Government securities, or other highly liquid overnight
investments.
Note 3--Revenue Recognition
Rents are payable to the Partnership monthly or quarterly and no
significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. In certain instances, the
Partnership may enter renewal or re-lease agreements which expire beyond the
Partnership's anticipated dissolution date. This circumstance is not expected to
prevent the orderly wind-up of the Partnership's business activities as the
General Partner and Equis Financial Group Limited Partnership ("EFG") would
seek to sell the then-remaining equipment assets either to the lessee or to a
third party, taking into consideration the amount of future noncancellable
rental payments associated with the attendant lease agreements. See also Note 6
to the financial statements presented in the Partnership's 1999 Annual Report
regarding the Class Action Lawsuit. There are no future minimum rents due to the
Partnership, although the Partnership may receive rents from equipment leased on
a month-to-month basis and future renewals and re-leases.
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, 2000. Remaining Lease Term (Months), as used below, represents the
number of months remaining from September 30, 2000 under contracted lease terms.
A Remaining Lease Term equal to zero reflects equipment either held for sale or
re-lease or being leased on a month-to-month basis. In the opinion of EFG, the
acquisition cost of the equipment did not exceed its fair market value.
<TABLE>
<CAPTION>
Remaining
Lease Term Equipment,
Equipment Type (Months) At Cost
-------------- ---------- -------
<S> <C> <C>
Materials handling.... 0 $ 342,411
Accumulated depreciation 342,411
---------
Equipment, net of
accumulated depreciation $ -
=========
</TABLE>
At September 30, 2000, all of the Partnership's equipment was being leased
on a month-to-month basis.
Note 5--Investment in Real Estate Venture
On March 8, 2000, the Partnership and 10 affiliated partnerships (the
"Exchange Partnerships") collectively loaned $32 million to Echelon
Residential Holdings LLC ("Echelon Residential Holdings"), a newly formed real
estate development company. Echelon Residential Holdings is owned by several
investors, including James A. Coyne, Executive Vice President of EFG. Mr. Coyne,
in his individual capacity, is the only equity investor in Echelon Residential
Holdings related to EFG. In addition, certain affiliates of the General Partner
made loans to Echelon Residential Holdings in their individual capacities.
The Partnership's participation in the loan is $1,650,000. Echelon
Residential Holdings, through a wholly-owned subsidiary (Echelon Residential
LLC), used the loan proceeds to acquire various real estate assets from Echelon
International Corporation, a Florida-based real estate company. The loan has a
term of 30 months, maturing on September 8, 2002, and an annual interest rate of
14% for the first 24 months and 18% for the final six months. Interest accrues
and compounds monthly and is payable at maturity. In connection with the
transaction, Echelon Residential Holdings has pledged a security interest in all
of its right, title and interest in and to its membership interests in Echelon
Residential LLC to the Exchange Partnerships as collateral.
Using the guidance set forth in the Third Notice to Practitioners by the
American Institute of Certified Public Accountants ("AICPA") in February 1986
entitled "ADC Arrangements" (the "Third Notice"), the Partnership has
evaluated this investment to determine whether loan, joint venture or real
estate accounting is appropriate. Such determination affects the Partnership's
balance sheet classification of the investment and the recognition of revenues
derived therefrom. The Third Notice was issued to address those real estate
acquisition, development and construction arrangements where a lender has
virtually the same risk and potential awards as those of owners or joint
ventures. Emerging Issues Task Force ("EITF") 86-21, "Application of the
AICPA Notice to Practitioners regarding Acquisition, Development and
Construction Arrangements to Acquisition of an Operating Property" expanded the
applicability of the Third Notice to entities other than financial institutions.
7
<PAGE>
AMERICAN INCOME FUND I-A,
a Massachusetts Limited Partnership
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 5--Investment in Real Estate Venture (continued)
Based on the applicability of the Third Notice, EITF 86-21 and
consideration of the economic substance of the transaction, the loan is
considered to be an investment in a real estate venture for accounting purposes.
In accordance with the provisions of Statement of Position No. 78-9, "Accounting
for Investments in Real Estate Ventures", the Partnership reports its share of
income or loss of Echelon Residential Holdings under the equity method of
accounting.
The Partnership's accompanying financial statements as of and for the three
and nine months ended September 30, 2000, are presented in accordance with the
guidance above. The investment is net of the Partnership's share of losses in
this real estate venture. For the three and nine months ended September 30, 2000
the Partnership's share of losses is $26,752 and $37,329, respectively, and is
reflected on the Statement of Operations as "Partnership's share of
unconsolidated real estate venture's loss".
The summarized financial information for Echelon Residential Holdings as of
September 30, 2000 and for the period March 8, 2000 (commencement of operations)
through September 30, 2000 is as follows:
(Unaudited)
-----------------
Total assets............ $63,457,759
Total liabilities....... $64,221,109
Total deficit........... $ (763,350)
Total revenues.......... $ 1,565,618
Total expenses.......... $ 5,109,324
Net loss................ $(3,543,706)
Note 6--Related Party Transactions
All operating expenses incurred by the Partnership are paid by EFG on
behalf of the Partnership and EFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during the nine month periods ended
September 30, 2000 and 1999, which were paid or accrued by the Partnership to
EFG or its Affiliates, are as follows:
<TABLE>
<CAPTION>
For the nine months ended
September 30,
2000 1999
-------- --------
<S> <C> <C>
Equipment management fees...................................... $ 2,253 $ 4,823
Administrative charges......................................... 42,265 68,393
Reimbursable operating expenses due to third parties........... 109,766 97,622
-------- --------
Total........................................................ $154,284 $170,838
======== ========
</TABLE>
All rents and proceeds from the sale of equipment are paid directly to EFG.
EFG temporarily deposits collected funds in a separate interest-bearing escrow
account prior to remittance to the Partnership. At September 30, 2000, the
Partnership was owed $2,680 by EFG for such funds and the interest thereon.
These funds were remitted to the Partnership in October 2000.
8
<PAGE>
AMERICAN INCOME FUND I-A,
a Massachusetts Limited Partnership
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 7--Legal Proceedings
As described more fully in the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1999, the Partnership is a Nominal Defendant in a
Class Action Lawsuit, the outcome of which could significantly alter the nature
of the Partnership's organization and its future business operations. In
addition, the Partnership's 1999 Annual Report describes certain other pending
litigation that has arisen out of the conduct of the Partnership's business,
principally involving disputes or disagreements with lessees over lease terms
and conditions.
9
<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 of American Income Fund I-A, a
Massachusetts Limited Partnership (the "Partnership") that are not historical
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to a variety of risks
and uncertainties. There are a number of factors that could cause actual results
to differ materially from those expressed in any forward-looking statements made
herein. These factors include, but are not limited to, the outcome of the Class
Action Lawsuit described in Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report, the remarketing of the Partnership's
equipment, and the performance of the Partnership's non-equipment assets.
Three and nine months ended September 30, 2000 compared to the three and nine
months ended September 30, 1999
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. Presently, the Partnership is a Nominal
Defendant in a Class Action Lawsuit, the outcome of which could significantly
alter the nature of the Partnership's organization and its future business
operations. See Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report. Pursuant to the Amended and Restated Agreement
and Certificate of Limited Partnership (the "Restated Agreement, as amended"),
the Partnership is scheduled to be dissolved by December 31, 2001.
Results of Operations
For the three and nine months ended September 30, 2000, the Partnership
recognized lease revenue of $9,694 and $45,055, respectively, compared to
$16,413 and $100,100, respectively, for the same periods in 1999. The decrease
in lease revenue between 1999 and 2000 resulted from lease term expirations and
the sale of equipment. In the future, lease revenue will continue to decline due
to lease term expirations and the equipment sales.
Prior to the second quarter of 1999, the Partnership's equipment portfolio
included certain assets in which the Partnership held a proportionate ownership
interest. In such cases, the remaining interests were owned by an affiliated
equipment leasing program sponsored by Equis Financial Group Limited Partnership
("EFG"). Proportionate equipment ownership enabled the Partnership to further
diversify its equipment portfolio at inception by participating in the ownership
of selected assets, thereby reducing the general levels of risk which could have
resulted from a concentration in any single equipment type, industry or lessee.
The Partnership and each affiliate individually reported, in proportion to their
respective ownership interests, their respective shares of assets, liabilities,
revenues, and expenses associated with the equipment.
Interest income for the three and nine months ended September 30, 2000 was
$13,755 and $56,611 compared to $34,227 and $106,459 for the same periods in
1999. Interest income is typically generated from temporary investment of rental
receipts and equipment sale proceeds in short-term instruments. On March 8,
2000, the Partnership utilized $1,650,000 of available cash for a loan to
Echelon Residential Holdings LLC ("Echelon Residential Holdings"). (See Note 5
to the financial statements herein.) The amount of future interest income is
expected to fluctuate as a result of changing interest rates and the amount of
cash available for investment, among other factors.
During the three and nine months ended September 30, 2000, the Parthership
sold fully-depreciated equipment to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes of $1,500 and
$8,800,
10
<PAGE>
respectively. During the three and nine months ended September 30, 1999,
the Partnership sold fully depreciated equipment and equipment with a net book
value of $68,040, respectively, to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $28,602 and
$784,906, respectively. The results of future sales of equipment will be
dependent upon the condition and type of equipment being sold and its
marketability at the time of sale.
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 nine months ended September 30, 1999 was
$23,214. All of the Partnership's remaining assets became fully depreciated
during the first quarter of 1999. Management fees were $485 and $2,253,
respectively, for the three and nine months ended September 30, 2000 compared to
$821 and $4,823 for the same periods in 1999. Management fees are based on 5% of
gross lease revenue generated by operating leases and 2% of gross lease revenue
generated by full payout leases.
Operating expenses were $87,955 and $152,031, respectively, for the three
and nine months ended September 30, 2000 compared to $41,812 and $166,015,
respectively, for the same periods in 1999. Operating expenses in 2000 include
approximately $40,000 of costs incurred in connection with the Class Action
Lawsuit discussed in Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report. In 1999, operating expenses included
approximately $13,000 related to the refurbishment of an aircraft engine and a
$28,000 adjustment for 1998 actual administration charges and third-party costs.
Operating expenses consist principally of administrative charges, professional
service costs, such as audit and legal fees, as well as printing, distribution
and other remarketing expenses. In certain cases, equipment storage or repairs
and maintenance costs may be incurred in connection with equipment being
remarketed.
For the three and nine months ended September 30, 2000, the Partnership's
share of losses of Echelon Residential Holdings were $26,752 and $37,329,
respectively, and are reflected on the Statement of Operations as
"Partnership's share of unconsolidated real estate venture's loss". See further
discussion below.
Liquidity and Capital Resources and Discussion of Cash Flows
The Partnership by its nature is a limited life entity. As an equipment
leasing program, the Partnership's principal operating activities derive from
asset rental transactions. Historically, the Partnership's principal source of
cash from operations was provided by the collection of periodic rents, however,
beginning in 1999, the principal source of such cash has resulted from the
receipt of interest income. Cash inflows are used to pay management fees and
operating costs. Operating activities generated a net cash outflow of $44,515
and $102 for the nine months ended September 30, 2000 and 1999, respectively.
The amount of future interest income is expected to fluctuate as a result of
chaning interest rates and the level of cash available for investment, among
other factors. See additional discussion below regarding a loan made by the
Partnership to Echelon Residential Holdings in March 2000. Future renewal, re-
lease and equipment sale activities will cause a decline in the Partnership's
lease revenues and corresponding sources of operating cash. Overall, expenses
associated with rental activities, such as management fees, and net cash flow
from operating activities will decline as the Partnership experiences a higher
frequency of remarketing events.
11
<PAGE>
Cash realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the nine months
ended September 30, 2000 and 1999, the Partnership realized equipment sale
proceeds of $8,800 and $852,946, respectively. 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.
In December 1998, the Partnership sold its interest in an aircraft for
proceeds of $504,600, of which $388,600 was deposited into EFG's customary
escrow account and transferred to the Partnership in January 1999. Due to
certain associated contingencies, the Partnership deferred recognition of the
sale until the second quarter of 1999. See the Partnership's 1999 Annual Report
for further discussion of this deferred sale.
At September 30, 2000, there were no future minimum lease payments due to
the Partnership, however, certain/all of the Partnership's equipment is being
leased on a month-to-month basis. The Partnership will seek to sell the
remaining equipment or enter re-lease or renewal agreements when considered
advantageous by the General Partner and EFG. Such future remarketing activities
will result in the realization of additional cash inflows in the form of
equipment sale proceeds or rents from renewals and re-leases, the timing and
extent of which cannot be predicted with certainty. This is because the timing
and extent of remarketing events often is dependent upon the needs and interests
of the existing lessees. Some lessees may choose to renew their lease contracts,
while others may elect to return the equipment. In the latter instances, the
equipment could be re-leased to another lessee or sold to a third party.
In connection with a preliminary settlement agreement for the Class Action
Lawsuit described in Note 6 to the financial statements presented in the
Partnership's 1999 Annual Report, the Partnership is permitted to invest in new
equipment or other business activities, subject to certain limitations. On March
8, 2000, the Partnership and 10 affiliated partnerships (the "Exchange
Partnerships") collectively loaned $32 million to Echelon Residential Holdings,
a newly-formed real estate development company owned by several investors,
including James A. Coyne, Executive Vice President of EFG. Mr. Coyne, in his
individual capacity, is the only equity investor in Echelon Residential Holdings
related to EFG. In addition, certain affiliates of the General Partner made
loans to Echelon Residential Holdings in their own individual capacities.
The Partnership's participation in the loan is $1,650,000. Echelon
Residential Holdings, through a wholly-owned subsidiary (Echelon Residential
LLC), used the loan proceeds to acquire various real estate assets from Echelon
International Corporation, a Florida-based real estate company. The loan has a
term of 30 months, maturing on September 8, 2002, and an annual interest rate of
14% for the first 24 months and 18% for the final six months. Interest accrues
and compounds monthly and is payable at maturity. In connection with the
transaction, Echelon Residential Holdings has pledged a security interest in all
of its right, title and interest in and to its membership interests in Echelon
Residential LLC to the Exchange Partnerships as collateral.
As discussed in Note 5 to the Partnership's financial statements herein,
the loan is considered to be an investment in a real estate venture for
accounting purposes. In accordance with the provisions of Statement of Position
No. 78-9, "Accounting for Investments in Real Estate Ventures", the
Partnership reports its share of income or loss of Echelon Residential Holdings
under the equity method of accounting.
There are no formal restrictions under the Restated Agreement, as amended,
that materially limit the Partnership's ability to pay cash distributions,
except that the General Partner may suspend or limit cash distributions to
ensure that the Partnership maintains sufficient working capital reserves to
cover, among other things, operating costs and potential expenditures, such as
refurbishment costs to remarket equipment upon lease expiration. Liquidity is
especially important as the Partnership matures and sells equipment, because the
remaining equipment base consists of fewer revenue-producing assets that are
available to cover prospective cash disbursements. Insufficient liquidity could
inhibit the Partnership's ability to sustain its operations or maximize the
realization of proceeds from remarketing its remaining assets.
Cash distributions to the General and Limited Partners had been declared
and generally paid within fifteen days following the end of each calendar
quarter. The payment of such distributions is reported under financing
activities on the accompanying Statement of Cash Flows. No cash distributions
were declared for the nine months ended September 30, 2000.
12
<PAGE>
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.
The Partnership's capital account balances for federal income tax and for
financial reporting purposes are different primarily due to differing treatments
of income and expense items for income tax purposes in comparison to financial
reporting purposes, generally referred to as permanent or timing differences.
See Note 5 to the financial statements presented in the Partnership's 1999
Annual Report. For instance, selling commissions and organization and offering
costs pertaining to syndication of the Partnership's limited partnership units
are not deductible for federal income tax purposes, but are recorded as a
reduction of partners' capital for financial reporting purposes. Therefore, such
differences are permanent differences between capital accounts for financial
reporting and federal income tax purposes. Other differences between the bases
of capital accounts for federal income tax and financial reporting purposes
occur due to timing differences. Such items consist of the cumulative difference
between income or loss for tax purposes and financial statement income or loss
and the difference between distributions (declared vs. paid) for income tax and
financial reporting purposes. The principal component of the cumulative
difference between financial statement income or loss and tax income or loss
results from different depreciation policies for book and tax purposes.
For financial reporting purposes, the General Partner has accumulated a
capital deficit at September 30, 2000. This is the result of aggregate cash
distributions to the General Partner being in excess of its capital contribution
of $1,000 and its allocation of financial statement net income or loss.
Ultimately, the existence of a capital deficit for the General Partner for
financial reporting purposes is not indicative of any further capital
obligations to the Partnership by the General Partner. The Restated Agreement,
as amended, requires that upon the dissolution of the Partnership, the General
Partner will be required to contribute to the Partnership an amount equal to any
negative balance which may exist in the General Partner's tax capital account.
At December 31, 1999, the General Partner had a positive tax capital account
balance.
The outcome of the Class Action Lawsuit described in Note 6 to the
financial statements presented in the Partnership's 1999 Annual Report will be
the principal factor in determining the future of the Partnership's operations.
The proposed settlement to that lawsuit, if effected, will materially change the
future organizational structure and business interests of the Partnership, as
well as its cash distribution policies. In addition, commencing with the first
quarter of 2000, the General Partner suspended the payment of quarterly cash
distributions pending final resolution of the Class Action Lawsuit. Accordingly,
future cash distributions are not expected to be paid until the Class Action
Lawsuit is adjudicated.
13
<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 7 to the financial statements herein.
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6(a). Exhibits
27 Financial Data Schedule
Item 6(b). Reports on Form 8-K
Response: None
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
27 Financial Data Schedule
14
<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.
/s/ Michael J. Butterfield
By:
Michael J. Butterfield
Treasurer of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: November 14, 2000
15
