AMERICAN INCOME PARTNERS V B LTD PARTNERSHIP
10-Q, 1996-05-14
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      March 31, 1996
                               ------------------------------------------------

                                       OR

[     ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from
                               ______________________ to ______________________

                               ______________________




For Quarter Ended March 31, 1996                     Commission File No. 0-18365


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


Massachusetts                                               04-3061971
- - ----------------------------------------------------      ----------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                              Identification No.)
 
98 North Washington Street, Boston, MA                      02114
- - ----------------------------------------------------      --------------
(Address of principal executive offices)                   (Zip Code)
 
Registrant's telephone number, including area code        (617) 854-5800
                                                   -----------------------------
 

- - --------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
   report.)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
   
               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes    No
   ---   ---
            


<PAGE>
 
               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                                     INDEX


                                                                Page
                                                              --------

PART I.  FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
 
  Item 1. Financial Statements
<S>                                                          <C>
 
    Statement of Financial Position
        at March 31, 1996 and December 31, 1995                    3
 
    Statement of Operations
        for the three months ended March 31, 1996 and 1995         4
 
    Statement of Cash Flows
        for the three months ended March 31, 1996 and 1995         5
 
    Notes to the Financial Statements                            6-9
 
</TABLE>
  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                 10-13


PART II.  OTHER INFORMATION:

  Items 1 - 6                                                     14

                                       2
<PAGE>
 
                AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                        STATEMENT OF FINANCIAL POSITION
                      March 31, 1996 and December 31, 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                            March 31,    December 31,
                                              1996           1995
                                          -------------  -------------
<S>                                       <C>            <C>
ASSETS
- - ------
Cash and cash equivalents                  $ 4,007,958    $ 4,352,348
Contractual right for equipment                     --         62,539
Rents receivable, net of allowance
   for doubtful accounts of $10,000            249,494        180,609
Accounts receivable - affiliate                178,647        223,343

Equipment at cost, net of accumulated
 depreciation of $29,826,475 and
  $29,880,329 at March 31, 1996            
  and December 31, 1995, respectively        5,973,415      6,667,583          
                                           -----------    -----------
        
        Total assets                       $10,409,514    $11,486,422
                                           ===========    ===========
 
LIABILITIES AND PARTNERS' CAPITAL
- - ---------------------------------
 
Notes payable                              $ 1,062,272    $ 1,157,906
Accrued interest                                10,047          7,703
Accrued liabilities                            381,470         20,000
Accrued liabilities - affiliate                 33,951         29,887
Other liabilities                                   --         31,546
Deferred rental income                          98,397         43,297
Cash distributions payable to partners         611,026      1,018,375
                                           -----------    -----------
        Total liabilities                    2,197,163      2,308,714
                                           -----------    -----------
Partners' capital (deficit):
   General Partner                          (1,305,918)    (1,257,650)
        Limited Partnership Interests
        (1,547,930 Units; initial           
         purchase price of $25 each)         9,518,269     10,435,358
                                           -----------    -----------
        Total partners' capital              8,212,351      9,177,708
                                           -----------    -----------
        Total liabilities and partners'   
         capital                           $10,409,514    $11,486,422
                                           ===========    ===========
</TABLE>

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

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

                            STATEMENT OF OPERATIONS
              for the three months ended March 31, 1996 and 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
 
 
                                             1996         1995
                                          -----------  -----------
Income:
<S>                                       <C>          <C>
   Lease revenue                          $  720,593    $1,269,556
   Interest income                            50,019        60,599
   Gain on sale of equipment                 141,843       123,878
                                          ----------    ----------
      Total income                           912,455     1,454,033
                                          ----------    ----------
 
Expenses:
   Depreciation                              676,965       850,272
   Interest expense                           18,600        47,734
   Equipment management fees - affiliate      42,071        55,069
         
   Operating expenses - affiliate            529,150        57,438
                                          ----------    ----------
      Total expenses                       1,266,786     1,010,513
                                          ----------    ----------
 
Net income (loss)                         $ (354,331)   $  443,520
                                          ==========    ==========
 
Net income (loss)                         
    per limited partnership unit          $    (0.22)   $     0.27
                                          ==========    ==========
                                         
Cash distribution declared
    per limited partnership unit          $     0.38    $     0.63
                                          ==========    ==========
 
</TABLE>



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

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

                            STATEMENT OF CASH FLOWS
              for the three months ended March 31, 1996 and 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                              1996          1995
                                          ------------  ------------
<S>                                       <C>           <C>
 
Cash flows from (used in) operating
 activities:                              $  (354,331)  $   443,520
Net income (loss)
Adjustments to reconcile net income
 (loss) to net cash from operating        
   activities:             
      Depreciation                            676,965       850,272
      Gain on sale of equipment              (141,843)     (123,878)

Changes in assets and liabilities
   Decrease (increase) in:
      rents receivable                        (68,885)      159,667
      accounts receivable - affiliate          44,696     1,031,865
   Increase (decrease) in:
      accrued interest                          2,344         1,122
      accrued liabilities                     361,470        (5,500)
      accrued liabilities - affiliate           4,064       (56,350)
      deferred rental income                   55,100        49,286
                                          -----------   -----------
         Net cash from operating
         activities                           579,580     2,350,004
                                          -----------   -----------
Cash flows from investing activities:
   Proceeds from equipment sales              190,039       428,500
                                          -----------   -----------
         Net cash from investing
         activities                           190,039       428,500
                                          -----------   -----------
Cash flows from (used in) financing
   activities:                
   Proceeds from notes payable                     --       789,005
   Principal payments - notes
   payable                                    (95,634)     (467,932) 
   Distributions paid                      (1,018,375)   (1,018,375)
                                          -----------   -----------
        Net cash used in financing
        activities                         (1,114,009)     (697,302)
                                          -----------   -----------
Net increase (decrease) in cash and
 cash equivalents                            (344,390)    2,081,202

Cash and cash equivalents at beginning
 of period                                  4,352,348     2,634,613
                                          -----------   -----------
Cash and cash equivalents at end of
 period                                   $ 4,007,958   $ 4,715,815
                                          ===========   ===========
 
Supplemental disclosure of cash flow
 information:                      
   Cash paid during the period for
    interest                              $    16,256   $    46,612
                                          ===========   ===========
    
</TABLE>
Supplemental disclosure of non-cash investing activities:
   See Note 4 to the financial statements.


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

                                       5
<PAGE>
 
               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

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


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

  At March 31, 1996, the Partnership had $3,940,000 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
$5,052,538 are due as follows:
<TABLE>
<CAPTION>
 
<S>                              <C>      <C>
  For the year ending March 31,   1997     $2,257,944
                                  1998      1,617,643
                                  1999      1,000,435
                                  2000         47,071
                                  2001         47,071
                            Thereafter         82,374
                                          -----------
 
                                 Total     $5,052,538
                                          ===========
</TABLE>

                                       6
<PAGE>
 
               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                       Notes to the Financial Statements

                                  (Continued)



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

  The following is a summary of equipment owned by the Partnership at March 31,
1996. In the opinion of American Finance Group ("AFG"), the acquisition cost of
the equipment did not exceed its fair market value.
<TABLE>
<CAPTION>
 
                                   Lease Term                     Equipment
     Equipment Type                 (Months)                       at Cost
- - ------------------------           ----------                    -----------
<S>                               <C>                           <C>
 
Aircraft                              1-38                      $ 17,939,648
Computers and peripherals             6-51                         6,303,454
Vessels                                 57                         4,205,030
Materials handling                    4-60                         2,401,184
Manufacturing                        24-60                         1,617,997
Trailers/intermodal containers       39-84                         1,419,900
Tractors and heavy duty trucks        1-84                           805,097
Construction and mining              11-60                           574,375
Communications                       50-60                           469,389
Retail store fixtures                12-60                            33,820
Energy systems                        9-60                            29,996
                                                                ------------
                        
                      Total equipment cost                        35,799,890
 
                  Accumulated depreciation                       (29,826,475)
                                                                ------------
 
Equipment, net of accumulated depreciation                      $  5,973,415
                                                                ============
</TABLE>

    During September and November of 1995, the Partnership transferred its
ownership interest in certain trailers, previously leased to The Atchison Topeka
and Santa Fe Railroad, having a net book value of $70,221, to a third party for
cash consideration of $143,500 which resulted in a net gain of $73,279. In
December 1995, the Partnership replaced a portion of the trailers with
comparable trailers and leased such trailers to a new lessee. The transaction
was accounted for as a like-kind exchange for income tax reporting purposes. The
cost of the new trailers, $341,383, was reduced by $41,733, representing the
amount of gain deferred on the original trailers. The Partnership funded this
transaction with $80,961 of cash consideration and long-term financing of
$260,422. The remaining gain of $31,546 was deferred in anticipation of
completing an additional like-kind exchange in 1996 and was reported as Other
Liabilities on the Statement of Financial Position at December 31, 1995. During
the three months ended March 31, 1996, the Partnership elected not to replace
the remaining trailers and, accordingly, the remaining deferred gain of $31,546
was recognized as Gain on Sale of Equipment on the Statement of Operations for
the three months ended March 31, 1996. In addition, the remaining cash
consideration of $62,539 from the original transaction, which was reported as
Contractual Right for Equipment on the Statement of Financial Position at
December 31, 1995, was recognized as proceeds from equipment sales.

  At March 31, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $28,101,922, representing approximately
78% of total equipment cost.

  The summary above includes equipment held for re-lease or sale with a cost and
net book value of approximately $8,878,000 and $1,133,000, respectively, at
March 31, 1996. The equipment includes the Partnership's proportionate interest
in a Boeing 727-251 Advanced aircraft (the "Aircraft"), formerly leased to
Northwest Airlines, Inc., having a cost and net book value of $5,827,110 and
$608,408, respectively, at March 31, 1996. This aircraft was returned upon
expiration of its lease term on November 30, 1995 and is currently undergoing
heavy maintenance expected to cost the Partnership approximately $360,000, all
of which was accrued during the three months ended March 31, 1996. The
Partnership entered into a new 28-month lease agreement with Transmeridian
Airlines to release the Aircraft at a base rent to the Partnership of $42,900
per month upon completion of the heavy maintenance.

                                       7
<PAGE>
               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                       Notes to the Financial Statements

                                  (Continued)

 
  Effective January 1, 1996, the Partnership adopted Financial Accounting
Standards Board Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, which requires impairment
losses to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. Statement 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of. Adoption of this statement did not have a material impact on the financial
statements of the Partnership.


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 three month
periods ended March 31, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
<TABLE>
<CAPTION>
                                     1996       1995
                                   ---------  ---------
<S>                                <C>        <C>
 
Equipment management fees           $ 42,071   $ 55,069
Administrative charges                 5,250      3,000
Reimbursable operating expenses
 due to third parties                523,900     54,438
                                    --------   --------
 
  Total                             $571,221   $112,507
                                    ========   ========
 
</TABLE>

  All rents and proceeds from the sale of equipment are paid directly to either
AFG or to a lender. AFG temporarily deposits collected funds in a separate
interest-bearing escrow account prior to remittance to the Partnership. At March
31, 1996, the Partnership was owed $178,647 by AFG for such funds and the
interest thereon. These funds were remitted to the Partnership in April 1996.


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

  Notes payable at March 31, 1996 consisted of installment notes of $1,062,272
payable to banks and institutional lenders. All of the installment notes are
non-recourse, with interest rates ranging between 7.04% and 10.12%, except one
note which bears a fluctuating interest rate based on the London Inter-Bank
Offered Rate ("LIBOR") plus 1.5%. At March 31, 1996, the applicable LIBOR
adjusted rate was approximately 7.06%. The installment notes are collateralized
by the equipment and assignment of the related lease payments and will be fully
amortized by noncancellable rents. The carrying value of notes payable
approximates fair value at March 31, 1996.

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

                       Notes to the Financial Statements

                                  (Continued)


  The annual maturities of the installment notes payable are as follows:
<TABLE>
<CAPTION>
 
<S>                             <C>    <C>
  For the year ending March 31,  1997   $  503,802
                                 1998      368,895
                                 1999       34,834
                                 2000       37,367
                                 2001       40,085
                           Thereafter       77,289
                                        ----------
 
                                Total   $1,062,272
                                        ===========
 
</TABLE>
NOTE 7 - SUBSEQUENT EVENT
- - -------------------------

  Pursuant to its agreements with PLM International, Inc., referred to in Note 7
of the Partnership's 1995 financial statements, American Finance Group agreed to
change its name and logo, except where they are used in connection with the
Partnership and other affiliated investment programs. For all other purposes,
American Finance Group will operate as Equis Financial Group effective April 2,
1996.

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

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION


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

Three months ended March 31, 1996 compared to the three months ended March 31,
- - ------------------------------------------------------------------------------
1995:
- - -----

Overview
- - --------

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


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

  For the three months ended March 31, 1996, the Partnership recognized lease
revenue of $720,593 compared to $1,269,556 for the same period in 1995. The
decrease in lease revenue from 1995 to 1996 was expected and resulted
principally from primary lease term expirations, including leases with Northwest
Airlines, Inc. (Northwest), 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 March 31, 1996, the Partnership sold equipment
having a net book value of $17,203 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $110,297
compared to a net gain of $123,878 on equipment having a net book value of
$304,622 for the same period in 1995.

  During 1995, the Partnership transferred its ownership interest in certain
trailers previously leased to The Atchison Topeka and Santa Fe Railroad. The
Partnership intended to replace all of the trailers with comparable trailers and
account for the transaction as a like-kind exchange for income tax reporting
purposes, a portion of which was completed in 1995. A gain of $31,546,
pertaining to the trailers which had not been exchanged in 1995, was deferred in
anticipation of completing the exchange in 1996. This amount was reported as
Other Liabilities on the Statement of Financial Position at December 31, 1995.
During the three months ended March 31, 1996, the Partnership elected not to
replace the remaining trailers and, accordingly, the remaining deferred gain of
$31,546 was recognized as Gain on Sale of Equipment on the Statement of
Operations for the three months ended March 31, 1996. In addition, the remaining
cash consideration of $62,539 from the original transaction, which was reported
as Contractual Right for Equipment on the Statement of Financial Position at
December 31, 1995, was recognized as proceeds from equipment sales. See Note 4
to the financial statements for additional discussion of this transaction.

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

                                   FORM 10-Q

                         PART 1. 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 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 was $676,965 and $850,272 for the three months ended
March 31, 1996 and 1995, respectively. For financial reporting purposes, to the
extent that an asset is held on primary lease term, the Partnership depreciates
the difference between (i) the cost of the asset and (ii) the estimated residual
value of the asset on a straight-line basis over such term. For purposes of this
policy, estimated residual values represent estimates of equipment values at the
date of primary lease expiration. To the extent that an asset is held beyond its
primary lease term, the Partnership continues to depreciate the remaining net
book value of the asset on a straight-line basis over the asset's remaining
economic life.

  Interest expense was $18,600 or 2.6% of lease revenue for the three months
ended March 31, 1996 compared to $47,734 or 3.8% of lease revenue for the same
period in 1995. Interest expense in future periods will continue to decline in
amount and as a percentage of lease revenue as the principal balance of notes
payable is reduced through the application of rent receipts to outstanding debt.

  Management fees were 5.8% of lease revenue for the three months ended March
31, 1996 compared to 4.3% of lease revenue for the same period in 1995.
Management fees during the three months ended March 31, 1996 include $7,780,
resulting from an underaccrual in 1995. Management fees are based on 5% of gross
lease revenue generated by operating leases and 2% of gross lease revenue
generated by full payout leases.

  Operating expenses consist principally of administrative charges, professional
service costs, such as audit and legal fees, as well as printing, distribution
and remarketing expenses. In certain cases, equipment storage or repairs and
maintenance costs may be incurred in connection with equipment being remarketed.
The increase in operating expenses from 1995 to 1996 was due primarily to heavy
maintenance costs of approximately $666,000 incurred or accrued in connection
with certain of the Partnership's Boeing 727 aircraft. The amount of future
operating expenses cannot be predicted with certainty; however, such expenses
are usually higher during the acquisition and liquidation phases of a
partnership. Other fluctuations typically occur in relation to the volume and
timing of remarketing activities.

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

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION


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

  The Partnership by its nature is a limited life entity which was established
for specific purposes described in the preceding "Overview". As an equipment
leasing program, the Partnership's principal operating activities derive from
asset rental transactions. Accordingly, the Partnership's principal source of
cash from operations is provided by the collection of periodic rents. These cash
inflows are used to satisfy debt service obligations associated with leveraged
leases, and to pay management fees and operating costs. Operating activities
generated net cash inflows of $579,580 and $2,350,004 for the three months ended
March 31, 1996 and 1995, respectively. Future renewal, re-lease and equipment
sale activities will continue to cause a gradual decline in the Partnership's
lease revenue and corresponding sources of operating cash. Overall, expenses
associated with rental activities, such as management fees, and net cash flow
from operating activities will also continue to decline as the Partnership
experiences a higher frequency of remarketing events.

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

  Cash realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the three months
ended March 31, 1996, the Partnership realized $190,039 in equipment sale
proceeds compared to $428,500 for the same period in 1995. Future inflows of
cash from asset disposals will vary in timing and amount and will be influenced
by many factors including, but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market conditions.

  On November 30, 1995, upon the expiration of its lease term, Northwest
Airlines, Inc. ("Northwest"), returned a Boeing 727-251 Advanced aircraft (the
"Aircraft") in which the Partnership has a 60% ownership interest with a cost
and net book value of $5,827,110 and $608,408, respectively, at March 31, 1996.
The Aircraft is currently undergoing heavy maintenance expected to cost the
Partnership approximately $360,000, all of which was accrued during the three
months ended March 31, 1996. The Partnership entered into a new 28-month lease
agreement with Transmeridian Airlines to release the Aircraft at a base rent to
the Partnership of $42,900 per month upon completion of the heavy maintenance. A
second aircraft, in which the Partnership has a 10.36% ownership interest, will
be returned by Northwest upon the expiration of its lease on December 31, 1996.
The Partnership's interest in the aircraft had a cost and net book value of
$1,202,082 and $217,096, respectively, at March 31, 1996.

  The Partnership obtained long-term financing in connection with certain
equipment leases. The origination of such indebtedness and the subsequent
repayments of principal are reported as components of financing activities.
During the three months ended March 31, 1995, the Partnership had cash inflows
of $789,005 which resulted from leveraging a portion of the Partnership's
equipment portfolio with third-party lenders. The Partnership obtained no long-
term financing during the same period in 1996. Each note payable is recourse
only to the specific equipment financed and to the minimum rental payments
contracted to be received during the debt amortization period (which period
generally coincides with the lease rental term). As rental payments are
collected, a portion or all of the rental payment is used to repay the
associated indebtedness. In future periods, the amount of cash used to repay
debt obligations will continue to decline as the principal balance of notes
payable is reduced through the collection and application of rents.

                                       12
<PAGE>
 
               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION


  Cash distributions to the General Partner and Recognized Owners are declared
and generally paid within fifteen days following the end of each calendar
quarter. The payment of such distributions is presented as a component of
financing activities. For the three months ended March 31, 1996, the Partnership
declared total cash distributions of Distributable Cash From Operations and
Distributable Cash From Sales and Refinancings of $611,026. In accordance with
the Amended and Restated Agreement and Certificate of Limited Partnership, the
Recognized Owners were allocated 95% of these distributions, or $580,475, and
the General Partner was allocated 5%, or $30,551. The first quarter 1996 cash
distribution was paid on April 15, 1996.

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

  The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly dependent upon the collection of contractual rents and the
outcome of residual activities. The General Partner anticipates that cash
proceeds resulting from these sources will satisfy the Partnership's future
expense obligations. However, the amount of cash 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.

                                       13
<PAGE>
 
               AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP

                                   FORM 10-Q

                          PART II.  OTHER INFORMATION



     Item 1.             Legal Proceedings
                         Response:  None

     Item 2.             Changes in Securities
                         Response:  None

     Item 3.             Defaults upon Senior Securities
                         Response:  None

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

     Item 5.             Other Information
                         Response:  None

     Item 6(a).          Exhibits
                         Response:  None

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

                                       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 PARTNERS V-B LIMITED PARTNERSHIP


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


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


                 Date: May 13, 1996
                       ---------------------------



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


                 Date:  May 13, 1996
                        --------------------------

                                       15

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       4,007,958
<SECURITIES>                                         0
<RECEIVABLES>                                  438,141
<ALLOWANCES>                                    10,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             4,436,099
<PP&E>                                      35,799,890
<DEPRECIATION>                              29,826,475
<TOTAL-ASSETS>                              10,409,514
<CURRENT-LIABILITIES>                        1,134,891
<BONDS>                                      1,062,272
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   8,212,351
<TOTAL-LIABILITY-AND-EQUITY>                10,409,514
<SALES>                                        720,593
<TOTAL-REVENUES>                               912,455
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,248,186
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              18,600
<INCOME-PRETAX>                               (354,331)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (354,331)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (354,331)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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