UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended June 30, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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-------------------------
For Quarter Ended June 30, 1996 Commission File No. 0-16511
American Income Partners III-A Limited Partnership
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2962676
- ------------------------------------- --------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
98 North Washington Street, Boston, MA 02114
- ---------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
---------------------------
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--------- ------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No
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AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 1996 and December 31, 1995 3
Statement of Operations for the three and six months
ended June 30, 1996 and 1995 4
Statement of Cash Flows for the six months ended
June 30, 1996 and 1995 5
Notes to the Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II. OTHER INFORMATION:
Items 1 - 6 13
2
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
June 30, 1996 and December 31, 1995
(Unaudited)
June 30, December 31,
1996 1995
----------- ------------
ASSETS
- --------
Cash and cash equivalents $ 497,022 $ 530,418
Rents receivable, net of allowance
for doubtful accounts of $97,000
at December 31, 1995 7,024 13,711
Accounts receivable - affiliate 5,460 3,717
Equipment at cost, net of accumulated
depreciation of $7,738,862 and
$7,354,059 at June 30, 1996 and
December 31, 1995, respectively 2,485,221 3,256,127
----------- ---------
Total assets $2,994,727 $3,803,973
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable $ -- $ 8,904
Accrued interest -- 27
Accrued liabilities 11,750 42,500
Accrued liabilities - affiliate 5,175 19,181
Deferred rental income 79,163 50,808
Cash distributions payable to partners 191,099 191,099
---------- ----------
Total liabilities 287,187 312,519
---------- ----------
Partners' capital (deficit):
General Partners (194,669) (186,830)
Limited Partnership Interests
(1,009,014 Units; initial purchase
price of $25 each) 2,902,209 3,678,284
---------- ----------
Total partners' capital 2,707,540 3,491,454
---------- ----------
Total liabilities and partners'
capital $2,994,727 $3,803,973
========== ==========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three and six months ended June 30, 1996 and 1995
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
--------------- -------------- ----------- ---------
Income:
Lease revenue $ 197,508 $241,642 $ 391,673 $491,827
Interest income 7,326 7,001 13,326 15,138
Gain on sale of equipment 20,942 56,747 21,529 65,447
--------- -------- --------- --------
Total income 225,776 305,390 426,528 572,412
--------- -------- --------- --------
Expenses:
Depreciation 132,420 145,747 265,964 291,494
Write-down of equipment 500,000 -- 500,000 --
Interest expense 6 612 105 1,528
Equipment management fees
- affiliate 9,876 12,082 19,584 24,591
Operating expenses - affiliate 23,458 30,041 42,591 62,158
--------- -------- --------- --------
Total expenses 665,760 188,482 828,244 379,771
--------- -------- --------- --------
Net income (loss) $(439,984) $116,908 $(401,716) $192,641
========= ======== ========= ========
Net income (loss)
per limited partnership unit $(0.43) $ 0.11 $(0.39) $ 0.19
========= ======== ========= ========
Cash distributions declared
per limited partnership unit $0.19 $ 0.31 $0.37 $ 0.62
========= ======== ========= ========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
----------- ------------
Cash flows from (used in) operating
activities: $(401,716) $ 192,641
Net income (loss)
Adjustments to reconcile net income
(loss) to net cash from operating
activities:
Depreciation 265,964 291,494
Write-down of equipment 500,000 --
Gain on sale of equipment (21,529) (65,447)
Decrease in allowance for doubtful
accounts (97,000) (43,000)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable 103,687 190,425
accounts receivable - affiliate (1,743) 104,316
Increase (decrease) in:
accrued interest (27) (5,506)
accrued liabilities (30,750) (500)
accrued liabilities - affiliate (14,006) 8,479
deferred rental income 28,355 1,851
--------- -----------
Net cash from operating
activities 331,235 674,753
--------- -----------
Cash flows from investing activities:
Proceeds from equipment sales 26,471 65,447
--------- -----------
Net cash from investing
activities 26,471 65,447
--------- -----------
Cash flows used in financing activities:
Principal payments - notes payable (8,904) (215,226)
Distributions paid (382,198) (828,104)
--------- -----------
Net cash used in financing
activities (391,102) (1,043,330)
--------- -----------
Net decrease in cash and cash
equivalents (33,396) (303,130)
Cash and cash equivalents at beginning
of period 530,418 819,430
--------- -----------
Cash and cash equivalents at end of
period $ 497,022 $ 516,300
========= ===========
Supplemental disclosure of cash flow
information:
Cash paid during the period for
interest $ 132 $ 7,034
========= ===========
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
Notes to the Financial Statements
June 30, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited. As such, these financial statements do not
include all information and footnote disclosures required under generally
accepted accounting principles for complete financial statements and,
accordingly, the accompanying financial statements should be read in conjunction
with the footnotes presented in the 1995 Annual Report. Except as disclosed
herein, there has been no material change to the information presented in the
footnotes to the 1995 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at June 30, 1996 and December 31, 1995 and results of operations for
the three and six month periods ended June 30, 1996 and 1995 have been made and
are reflected.
NOTE 2 - CASH
- -------------
At June 30, 1996, the Partnership had $490,000 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
$908,693 are due as follows:
For the year ending June 30, 1997 $592,860
1998 192,868
1999 57,980
2000 55,805
2001 9,180
---------
Total $908,693
=========
NOTE 4 - EQUIPMENT
- ------------------
The following is a summary of equipment owned by the Partnership at June 30,
1996. In the opinion of American Finance Group ("AFG"), the acquisition cost of
the equipment did not exceed its fair market value.
6
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Lease Term Equipment
Equipment Type (Months) at Cost
- ---------------- ------------ ------------
Aircraft 36-108 $ 7,649,166
Motor vehicles 12-72 1,080,951
Trailers/intermodal containers 36-84 760,402
Locomotives 57-60 351,880
Tractors and heavy duty trucks 1-72 139,915
Research and test 17-84 105,268
Materials handling 1-84 84,993
Communications 1-60 51,508
-----------
Total equipment cost 10,224,083
Accumulated depreciation (7,738,862)
-----------
Equipment, net of accumulated depreciation $ 2,485,221
===========
At June 30, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $9,081,981 representing approximately
89% of total equipment cost.
The summary above includes fully depreciated equipment with a cost of
approximately $185,000 which is not subject to an active lease agreement.
During the quarter ended June 30, 1996, the Partnership recorded a write-down,
representing an impairment in value, pertaining to its interest in a Lockheed L-
1011 aircraft. This adjustment was precipitated by continuing deterioration in
the secondary market for wide-body aircraft of this type. Several air carriers
have reduced their commitment to the L-1011 and, currently, a major domestic air
carrier is expected to retire eleven L-1011 aircraft from its fleet. Further,
it appears that future demand for this type of aircraft will be weak,
consisting principally of air cargo carriers or operators of passenger
charters. In consideration of such circumstances and in accordance with
Financial Accounting Standards Board Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, the
Partnership reduced the carrying value of its L-1011 aircraft interest to its
estimated current fair market value. This resulted in a write-down of $500,000,
representing $0.49 per limited partnership unit.
NOTE 5 - RELATED PARTY TRANSACTIONS
- -----------------------------------
All operating expenses incurred by the Partnership are paid by AFG on behalf
of the Partnership and AFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during each of the six month
periods ended June 30, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
7
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
1996 1995
-------- --------
Equipment management fees $19,584 $24,591
Administrative charges 10,500 10,500
Reimbursable operating expenses
due to third parties 32,091 51,658
------- -------
Total $62,175 $86,749
======= =======
All rents and proceeds from the sale of equipment are paid directly to either
AFG or to a lender. AFG temporarily deposits collected funds in a separate
interest-bearing escrow account prior to remittance to the Partnership. At June
30, 1996 the Partnership was owed $5,460 by AFG for such funds and the interest
thereon. These funds were remitted to the Partnership in July 1996.
NOTE 6 - LEGAL PROCEEDINGS
- --------------------------
On March 15, 1993, Herman's Sporting Goods, Inc., a lessee of the Partnership
(the "Debtor"), filed for protection under Chapter 11 of the Bankruptcy Code in
the United States District Court, Trenton, New Jersey (the "District Court").
Certain unpaid rents due to the Partnership were scheduled by the Debtor as
unsecured claims. Upon order of the District Court, renewal rental schedules
for all equipment leased to the Debtor by the Partnership were executed and are
currently in effect. On August 23, 1994, the District Court confirmed the
Debtor's First Modified Plan of Reorganization, as Amended and Modified. On
April 26, 1996, the Debtor refiled for protection under Chapter 11 of the
Bankruptcy Code in the District Court. Rents due to the Partnership pursuant to
the renewal schedules due to expire on June 30, 1996 were scheduled by the
Debtor as unsecured claims. At June 30, 1996, the Partnership was due $924 from
the Debtor with respect to its 1993 and 1996 unsecured claims. The
Partnership's equipment portfolio includes equipment on lease to the Debtor with
an original cost of approximately $51,508, which is expected to be purchased by
the Debtor, and is fully depreciated for financial reporting purposes. This
equipment represents less than 1% of the Partnership's aggregate equipment
portfolio at June 30, 1996. These Bankruptcies did not have a material adverse
effect on the financial position of the Partnership.
8
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- --------------
Three and six months ended June 30, 1996 compared to the three and six months
- -----------------------------------------------------------------------------
ended June 30, 1995:
- --------------------
Overview
- --------
The Partnership was organized in 1987 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. Accordingly, the
Managing General Partner is pursuing the remarketing of all of the Partnership's
remaining equipment and has engaged an investment adviser to solicit interested
third-party buyers. This effort is being undertaken in conjunction with certain
other affiliated partnerships and, if successful, would result in the sale of
each affected partnership's assets to a selected buyer. The Managing General
Partner believes this approach will (i) maximize the disposition prices of each
partnership's assets and (ii) prevent the incidence of future expenses to
operate a publicly-registered limited partnership with a declining asset base.
The Managing General Partner is evaluating expressions of interest submitted by
the investment adviser from a number of potential buyers, but is under no
obligation to accept any proposal. If successful, the Managing General Partner
anticipates that it would wind-up the operations of the Partnership and make a
liquidating distribution to the Partners, net of any cash reserves which the
Managing General Partner may consider appropriate, on or before December 31,
1996.
Results of Operations
- ---------------------
For the three and six months ended June 30, 1996, the Partnership recognized
lease revenue of $197,508 and $391,673, respectively, compared to $241,642 and
$491,827 for the same periods in 1995. The decrease in lease revenue between
1995 and 1996 was expected and resulted principally from renewal lease term
expirations and the sale of equipment. The Partnership also earns interest
income from temporary investments of rental receipts and equipment sales
proceeds in short-term instruments.
The Partnership's equipment portfolio includes certain assets in which the
Partnership holds a proportionate ownership interest. In such cases, the
remaining interests are owned by AFG or an affiliated equipment leasing program
sponsored by AFG. Proportionate equipment ownership enables the Partnership to
further diversify its equipment portfolio by participating in the ownership of
selected assets, thereby reducing the general levels of risk which could result
from a concentration in any single equipment type, industry or lessee. The
Partnership and each affiliate individually report, in proportion to their
respective ownership interests, their respective shares of assets, liabilities,
revenues, and expenses associated with the equipment.
For the three months ended June 30, 1996, the Partnership sold equipment with
a cost and net book value of $373,033 and $4,942, respectively to existing
lessees and third parties. The sales resulted in a net gain, for financial
statement purposes, of $20,942 compared to a net gain of $56,747 on equipment
which had been fully depreciated for the same period in 1995.
For the six months ended June 30, 1996, the Partnership sold equipment with a
cost and net book value of $386,103 and $4,942, respectively to existing lessees
and third parties. The sales resulted in a net gain, for financial statement
purposes, of $21,529 compared to a net gain of $65,447 on equipment which had
been fully depreciated for the same period in 1995.
9
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 revenues generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership
classifies such residual rental payments as lease revenue. Consequently, the
amount of gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.
Depreciation expense for the three and six months ended June 30, 1996 was
$132,420 and $265,964, respectively, compared to $145,747 and $291,494 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.
During the quarter ended June 30, 1996, the Partnership recorded a write-down,
representing an impairment in value, pertaining to its interest in a Lockheed L-
1011 aircraft. This adjustment was precipitated by continuing deterioration in
the secondary market for wide-body aircraft of this type. Several air carriers
have reduced their commitment to the L-1011 and, currently, a major domestic air
carrier is expected to retire eleven L-1011 aircraft from its fleet. Further,
it appears that future demand for this type of aircraft will be weak,
consisting principally of air cargo carriers or operators of passenger
charters. In consideration of such circumstances and in accordance with
Financial Accounting Standards Board Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, the
Partnership reduced the carrying value of its L-1011 aircraft interest to its
estimated current fair market value. This resulted in a write-down of $500,000,
representing $0.49 per limited partnership unit.
Interest expense was $6 and $105 or less than 1% of lease revenue for each of
the three and six month periods ended June 30, 1996, respectively, compared to
$612 and $1,528 or less than 1% of lease revenue for the same periods in 1995.
Interest expense is not expected to be incurred in future periods.
Management fees were 5% of lease revenue during each of the periods ended June
30, 1996 and 1995 and will not change as a percentage of lease revenue in future
periods.
Operating expenses consist principally of administrative charges, professional
service costs, such as audit and legal fees, as well as printing, distribution
and remarketing expenses. In certain cases, equipment storage or repairs and
maintenance costs may be incurred in connection with equipment being remarketed.
Collectively, operating expenses represented 11.9% and 10.9% of lease revenue
during the three and six
10
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
months ended June 30, 1996, respectively, compared to 12.4% and 12.6% of lease
revenue for the same periods in 1995. 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.
Liquidity and Capital Resources and Discussion of Cash Flows
- ------------------------------------------------------------
The Partnership by its nature is a limited life entity which was established
for specific purposes described in the preceding "Overview". As an equipment
leasing program, the Partnership's principal operating activities derive from
asset rental transactions. Accordingly, the Partnership's principal source of
cash from operations is provided by the collection of periodic rents. These
cash inflows are used to satisfy debt service obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $331,235 and $674,753 during the six
months ended June 30, 1996 and 1995, respectively. Future renewal, re-lease and
equipment sale activities will cause a gradual 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.
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 realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the six months
ended June 30, 1996, the Partnership realized $26,471 in equipment sale proceeds
compared to $65,447 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.
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. All of the Partnership's outstanding debt obligations
were retired in 1996.
Cash distributions to the Recognized Owners and General 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 six months ended June 30, 1996, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $382,198. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Recognized Owners were allocated 99% of these distributions, or $378,376, and
the General Partners were allocated 1%, or $3,822. The second quarter 1996 cash
distribution was paid on July 15, 1996.
11
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Cash distributions paid to the 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 contracted rents, the generation of renewal
and/or re-lease rents, and the residual value realized for each asset at its
disposal date. 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.
12
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 6 herein and to Note 7 in
the 1995 Annual Report
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
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP
By: AFG Leasing Incorporated, a Massachusetts
corporation and the Managing General Partner of
the Registrant.
By: /s/ Michael J. Butterfield
-----------------------------------------------
Michael J. Butterfield
Treasurer of AFG Leasing Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 13, 1996
---------------------------------------------
By: /s/ Gary M. Romano
-----------------------------------------------
Gary M. Romano
Clerk of AFG Leasing Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 13, 1996
---------------------------------------------
14