AMERICAN INCOME PARTNERS V B LTD PARTNERSHIP
10-Q, 1996-11-12
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>
 
                                 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 the quarterly period ended      September 30, 1996
                               -----------------------------------------------

                                       OR

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

For the transition period from                        to 
                               ----------------------    ---------------------- 

                               ---------------------- 


For Quarter Ended September 30, 1996                 Commission File No. 0-18365


               American Income Partners V-B Limited Partnership
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
 
<S>                                                   <C>
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)
 
</TABLE> 

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
<TABLE> 
<CAPTION>
                                                              Page
                                                              ----
<S>                                                           <C>
PART I.  FINANCIAL INFORMATION:
 
  Item 1.  Financial Statements

     Statement of Financial Position
       at September 30, 1996 and December 31, 1995               3
 
     Statement of Operations for the three and nine 
       months ended September 30, 1996 and 1995                  4
 
     Statement of Cash Flows for the nine months 
       ended September 30, 1996 and 1995                         5
 
     Notes to the Financial Statements                         6-8
 
  Item 2. Management's Discussion and Analysis of 
          Financial Condition and Results of Operations       9-12

PART II.  OTHER INFORMATION:

  Items 1 - 6                                                   13

</TABLE> 

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

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

                                  (Unaudited)

<TABLE>
<CAPTION>
                                          September 30,   December 31,
                                               1996           1995
                                          --------------  -------------
<S>                                       <C>             <C>
ASSETS
- ------ 
Cash and cash equivalents                   $ 4,034,277    $ 4,352,348
Contractual right for equipment                      --         62,539
Rents receivable, net of allowance
  for doubtful accounts of $10,000              215,678        180,609
Accounts receivable - affiliate                 154,944        223,343
Equipment at cost, net of accumulated
  depreciation of $21,643,950 and 
  $29,880,329 at September 30, 1996              
  and December 31, 1995, respectively         5,120,515      6,667,583
                                            -----------    -----------
        Total assets                        $ 9,525,414    $11,486,422
                                            ===========    ===========
 
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
 
Notes payable                               $   779,996    $ 1,157,906
Accrued interest                                  3,717          7,703
Accrued liabilities                             129,888         20,000
Accrued liabilities - affiliate                  10,362         29,887
Other liabilities                                    --         31,546
Deferred rental income                           67,817         43,297
Cash distributions payable to partners        2,427,806      1,018,375
                                            -----------    -----------
        Total liabilities                     3,419,586      2,308,714
                                            -----------    -----------
Partners' capital (deficit):
   General Partner                           (1,411,244)    (1,257,650)
   Limited Partnership Interests
     (1,547,930 Units; initial          
     purchase price of $25 each)              7,517,072     10,435,358
                                            -----------    -----------
        Total partners' capital               6,105,828      9,177,708
                                            -----------    -----------
        Total liabilities and partners' 
         capital                            $ 9,525,414    $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 and nine months ended September 30, 1996 and 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
 
 
                                               Three Months               Nine Months
                                            Ended September 30,       Ended September 30,
                                             1996         1995         1996         1995
                                          ----------   ----------   ----------   ----------
<S>                                       <C>          <C>         <C>          <C>
Income:
        Lease revenue                     $  850,789   $  833,105   $2,281,886   $3,103,334
        Interest income                       45,884       62,114      138,096      188,994
        Gain on sale of equipment            397,078      148,240      595,072      343,610
                                          ----------   ----------   ----------   ----------
          Total income                     1,293,751    1,043,459    3,015,054    3,635,938
                                          ----------   ----------   ----------   ----------
 
Expenses:
        Depreciation                         469,415      725,991    1,600,078    2,339,092
        Interest expense                      18,180       29,118       60,714      121,691
        Equipment management fees
          - affiliate                         41,238       40,205      117,453      140,953
        Operating expenses - affiliate       (29,775)      32,133      658,831      120,065
                                          ----------   ----------   ----------   ----------
          Total expenses                     499,058      827,447    2,437,076    2,721,801
                                          ----------   ----------   ----------   ----------
Net income                                $  794,693   $  216,012   $  577,978   $  914,137
                                          ==========   ==========   ==========   ==========
Net income
  per limited partnership unit            $     0.49   $     0.13   $     0.35   $     0.56
                                          ==========   ==========   ==========   ==========
Cash distributions declared
  per limited partnership unit            $     1.49   $     0.63   $     2.24   $     1.88
                                          ==========   ==========   ==========   ==========
 </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 nine months ended September 30, 1996 and 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
                                              1996          1995
                                          ------------  ------------
<S>                                       <C>           <C>
 
Cash flows from (used in) operating
 activities:                            
Net income                                $   577,978   $   914,137
Adjustments to reconcile net income to
 net cash from operating activities:       
       Depreciation                         1,600,078     2,339,092
       Gain on sale of equipment             (595,072)     (343,610)

Changes in assets and liabilities
   Decrease (increase) in:
       rents receivable                       (35,069)      288,262
       accounts receivable - affiliate         68,399     1,583,365
   Increase (decrease) in:
       accrued interest                        (3,986)      (18,625)
       accrued liabilities                    109,888        (1,750)
       accrued liabilities - affiliate        (19,525)      (69,760)
       deferred rental income                  24,520        18,601
                                          -----------   -----------
          Net cash from operating        
           activities                       1,727,211     4,709,712
                                          -----------   -----------

Cash flows from (used in) investing
 activities:                             
   Purchase of equipment                     (657,000)           --
   Proceeds from equipment sales            1,230,055     1,163,582
                                          -----------   -----------
          Net cash from investing             
           activities                         573,055     1,163,582
                                          -----------   -----------
Cash flows from (used in) financing
 activities:                              
   Proceeds from notes payable                     --       789,005
   Principal payments - notes payable        (377,910)   (1,359,224)
   Distributions paid                      (2,240,427)   (3,055,126)
                                          -----------   -----------
          Net cash used in financing      
           activities                      (2,618,337)   (3,625,345)
                                          -----------   -----------

Net increase (decrease) in cash and       
 cash equivalents                            (318,071)    2,247,949
Cash and cash equivalents at beginning     
 of period                                  4,352,348     2,634,613
                                          -----------   -----------
Cash and cash equivalents at end of       
 period                                   $ 4,034,277   $ 4,882,562
                                          ===========   ===========
 
Supplemental disclosure of cash flow
 information:                             
   Cash paid during the period for        
    interest                              $    64,700   $   140,316
                                          ===========   ===========
</TABLE>
Supplemental schedule of non-cash investing and financing 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
                               September 30, 1996

                                  (Unaudited)


NOTE 1 - BASIS OF PRESENTATION
- ------------------------------

          The financial statements presented herein are prepared in conformity
with generally accepted accounting principles and the instructions for preparing
Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited.  As such, these financial statements do not
include all information and footnote disclosures required under generally
accepted accounting principles for complete financial statements and,
accordingly, the accompanying financial statements should be read in conjunction
with the footnotes presented in the 1995 Annual Report.  Except as disclosed
herein, there has been no material change to the information presented in the
footnotes to the 1995 Annual Report.

          In the opinion of management, all adjustments (consisting of normal
and recurring adjustments) considered necessary to present fairly the financial
position at September 30, 1996 and December 31, 1995 and results of operations
for the three and nine month periods ended September 30, 1996 and 1995 have been
made and are reflected.


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

          At September 30, 1996, the Partnership had $3,700,000 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 $3,639,689 are due as follows:

<TABLE>
 
<S>                                     <C>
For the year ending September 30, 1997  $1,711,514
                                  1998   1,401,536
                                  1999     373,659
                                  2000      47,071
                                  2001      47,071
                            Thereafter      58,838
                                        ----------
                                 Total  $3,639,689
                                        ==========
</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
September 30, 1996.  In the opinion of American Finance Group ("AFG"), the
acquisition cost of the equipment did not exceed its fair market value.
<TABLE>
<CAPTION>
 
                                           Lease Term     Equipment
    Equipment Type                          (Months)       at Cost
- ----------------------                    ------------    ---------
<S>                                                      <C>
                                 
Aircraft                                          1-38   $ 16,192,484
Vessels                                             57      4,205,030
Materials handling                                4-60      1,788,657
Manufacturing                                    24-60      1,551,460
Computers and peripherals                         6-51        886,571
Tractors and heavy duty trucks                    1-84        739,399
Construction and mining                          11-60        526,525
Communications                                   50-60        469,389
Trailers/intermodal containers                   39-84        341,134
Retail store fixtures                            12-60         33,820
Energy systems                                    9-60         29,996
                                                         ------------
                                 
                                  Total equipment cost     26,764,465
 
                              Accumulated depreciation    (21,643,950)
                                                         ------------
 
            Equipment, net of accumulated depreciation   $  5,120,515
                                                         ============
 
</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, to a third party for cash consideration of $143,500.  The
trailers had a net book value of $70,221 at the time of the transfer, resulting
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 first quarter of 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 during the nine months ended September 30, 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 September 30, 1996, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $20,946,654, 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 $8,399,000 and $1,377,000, respectively, at
September 30, 1996. This equipment includes the Partnership's proportionate
interest in a Boeing 727-251 Advanced aircraft (the "Aircraft"), formerly leased
to Northwest Airlines, Inc., having a cost and net book value of approximately
$6,484,000 and $1,028,000, respectively, at September 30, 1996.  This aircraft
was returned upon expiration of its lease term on 

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

                       Notes to the Financial Statements

                                  (Continued)


November 30, 1995 and is currently undergoing heavy maintenance expected to cost
the Partnership approximately $385,000, all of which was incurred or accrued
during the nine months ended September 30, 1996. The Partnership entered into a
new 28-month lease agreement with Transmeridian Airlines to re-lease the
Aircraft at a base rent to the Partnership of $42,900 per month, effective upon
completion of the heavy maintenance.


NOTE 5 - RELATED PARTY TRANSACTIONS
- -----------------------------------

  All operating expenses incurred by the Partnership are paid by AFG on behalf
of the Partnership and AFG is reimbursed at its actual cost for such
expenditures.  Fees and other costs incurred during each of the nine month
periods ended September 30, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:

<TABLE>
<CAPTION>
                                     1996      1995
                                   --------  --------
<S>                                <C>       <C>
 
Equipment management fees          $117,453  $140,953
Administrative charges               15,750    15,750
Reimbursable operating expenses
 due to third parties               643,081   104,315
                                   --------  --------
 
  Total                            $776,284  $261,018
                                   ========  ========
</TABLE>

  All rents and proceeds from the sale of equipment are paid directly to either
AFG or to a lender.  AFG temporarily deposits collected funds in a separate
interest-bearing escrow account prior to remittance to the Partnership.  At
September 30, 1996, the Partnership was owed $154,944 by AFG for such funds and
the interest thereon.  These funds were remitted to the Partnership in October
1996.


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

  Notes payable at September 30, 1996 consisted of installment notes of $779,996
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 September 30, 1996, the applicable LIBOR
adjusted rate was approximately 5.43%. 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 September 30, 1996.

  The annual maturities of the installment notes payable are as follows:

<TABLE>
 
<S>                                     <C>
For the year ending September 30, 1997  $427,016
                                  1998   180,517
                                  1999    36,079
                                  2000    38,702
                                  2001    41,516
                            Thereafter    56,166
                                        --------
 
                                 Total  $779,996
                                        ========
</TABLE>

                                       8
<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 and nine months ended September 30, 1996 compared to the three and nine
- -----------------------------------------------------------------------------
months ended September 30, 1995:
- -------------------------------

Overview
- --------

  As an equipment leasing partnership, the Partnership was organized to acquire
a diversified portfolio of capital equipment subject to lease agreements with
third parties.  The Partnership was designed to progress through three principal
phases:  acquisitions, operations, and liquidation.  During the operations
phase, a period of approximately six years, all equipment in the Partnership's
portfolio will progress through various stages.  Initially, all equipment will
generate rental 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 and nine months ended September 30, 1996, the Partnership
recognized lease revenue of $850,789 and $2,281,886, respectively, compared to
$833,105 and $3,103,334 for the same periods in 1995. Lease revenue increased
during the three months ended September 30, 1996 due to the receipt of $265,796
of lease termination rents received in connection with the sale of the
Partnership's interest in two Boeing 727-Advanced aircraft in July 1996.  The
overall decrease in lease revenue from 1995 to 1996 was expected and resulted
principally from primary lease term expirations and the sale of equipment.  The
Partnership also earns interest income from temporary investments of rental
receipts and equipment sales proceeds in short-term instruments.

  The Partnership's equipment portfolio includes certain assets in which the
Partnership holds a proportionate ownership interest.  In such cases, the
remaining interests are owned by AFG or an affiliated equipment leasing program
sponsored by AFG.  Proportionate equipment ownership enables the Partnership to
further diversify its equipment portfolio by participating in the ownership of
selected assets, thereby reducing the general levels of risk which could result
from a concentration in any single equipment type, industry or lessee.  The
Partnership and each affiliate individually report, in proportion to their
respective ownership interests, their respective shares of assets, liabilities,
revenues, and expenses associated with the equipment.

  For the three and nine months ended September 30, 1996, the Partnership sold
equipment having a net book value of $544,833 and $603,990, respectively, to
existing lessees and third parties.  These sales resulted in net gains for
financial statement purposes of $397,078 and $595,072, respectively.  These
equipment sales included the sale of the Partnership's interest in two Boeing
727-Advanced jet aircraft with an original cost and net book value of $2,404,163
and $431,852, respectively, which the Partnership sold to the existing lessee in
July 1996.  In connection with these sales, the Partnership realized sale
proceeds of $615,218, which resulted in a net gain, for financial statement
purposes, of $183,366.  This equipment was sold prior to the expiration of the
related lease term.  The Partnership also realized lease termination rents equal
to $265,796 relating to these aircraft.

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

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION


  For the three and nine months ended September 30, 1995, the Partnership sold
equipment having a net book value of $288,759 and $819,972, respectively, to
existing lessees and third parties.  These sales resulted in net gains for
financial statement purposes of $148,240 and $343,610, respectively.

  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 first quarter of 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
nine months ended September 30, 1996.  See Note 4 to the financial statements
for additional discussion of this transaction.

  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 for the three and nine months ended September 30, 1996
was $469,415 and $1,600,078, respectively, compared to $725,991 and $2,339,092
for the same periods in 1995.  For financial reporting purposes, to the extent
that an asset is held on primary lease term, the Partnership depreciates the
difference between (i) the cost of the asset and (ii) the estimated residual
value of the asset on a straight-line basis over such term.  For purposes of
this policy, estimated residual values represent estimates of equipment values
at the date of primary lease expiration.  To the extent that an asset is held
beyond its primary lease term, the Partnership continues to depreciate the
remaining net book value of the asset on a straight-line basis over the asset's
remaining economic life.

  Interest expense was $18,180 and $60,714 or 2.1% and 2.7% of lease revenue for
the three and nine months ended September 30, 1996, respectively, compared to
$29,118 and $121,691 or 3.5% and 3.9% of lease revenue for the same periods 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 4.8% and 5.1% of lease revenue for the three and nine
months ended September 30, 1996, respectively, compared to 4.8% and 4.5% of
lease revenue for the same periods in 1995.  Management fees during the nine
months ended September 30, 1996 include $7,780, resulting from an 

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

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION


underaccrual in 1995. Management fees are based on 5% of gross lease revenue
generated by operating leases and 2% of gross lease revenue generated by full
payout leases.

  Operating expenses consist principally of administrative charges, professional
service costs, such as audit and legal fees, as well as printing, distribution
and remarketing expenses.  In certain cases, equipment storage or repairs and
maintenance costs may be incurred in connection with equipment being remarketed.
The overall increase in operating expenses from 1995 to 1996 was due primarily
to heavy maintenance costs of approximately $511,000 incurred or accrued in
connection with certain of the Partnership's Boeing 727 aircraft.  During the
three months ended September 30, 1996, the Partnership received $211,119 from
the former lessee of these aircraft, representing a partial reimbursement of
such costs.  The Partnership has entered into a new agreement to re-lease one of
these aircraft (see discussion below).  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 $1,727,211 and $4,709,712 for the nine
months ended September 30, 1996 and 1995, respectively.  Future renewal, re-
lease and equipment sale activities will cause a decline in the Partnership's
lease revenue and corresponding sources of operating cash.  Overall, expenses
associated with rental activities, such as management fees, and net cash flow
from operating activities will also decline as the Partnership experiences a
higher frequency of remarketing events.

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

  Cash expended for equipment acquisitions and cash realized from asset disposal
transactions are reported under investing activities on the accompanying
Statement of Cash Flows.  During the nine months ended September 30, 1996, the
Partnership expended $657,000 to replace certain aircraft engines to facilitate
the re-lease of an aircraft, in which the Partnership has an ownership interest,
to Transmeridian Airlines (see discussion below).  There were no equipment
acquisitions during the same period in 1995.  During the nine months ended
September 30, 1996, the Partnership realized $1,230,055 in equipment sale
proceeds compared to $1,163,582 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. 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 to the Partnership of approximately $6,484,000 and $1,028,000,
respectively, at September 30, 1996.  The Aircraft is currently undergoing heavy
maintenance expected to cost the Partnership approximately $385,000, all of
which was incurred of accrued during the nine months ended September 30, 1996.
The Partnership entered 

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

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION


into a new 28-month lease agreement with Transmeridian Airlines to re-lease the
Aircraft at a base rent to the Partnership of $42,900 per month, effective upon
completion of the heavy maintenance.

  The Partnership obtained long-term financing in connection with certain
equipment leases.  The repayments of principal related to such indebtedness are
reported as a component of financing activities.  Each note payable is recourse
only to the specific equipment financed and to the minimum rental payments
contracted to be received during the debt amortization period (which period
generally coincides with the lease rental term).  As rental payments are
collected, a portion or all of the rental payment is used to repay the
associated indebtedness.  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.

  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 nine months ended September 30, 1996, the
Partnership declared total cash distributions of Distributable Cash From
Operations and Distributable Cash From Sales and Refinancings of $3,649,858.  In
accordance with the Amended and Restated Agreement and Certificate of Limited
Partnership, the Recognized Owners were allocated 95% of these distributions, or
$3,467,365, and the General Partner was allocated 5%, or $182,493.  The third
quarter 1996 cash distribution was paid on October 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 for distribution in future
periods will fluctuate.  Equipment lease expirations and asset disposals will
cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
In addition, the Partnership may be required to incur asset refurbishment or
upgrade costs in connection with future remarketing activities.  Accordingly,
fluctuations in the level of quarterly cash distributions will occur during the
life of the Partnership.

                                       12
<PAGE>
 
                AMERICAN INCOME 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

                                       13
<PAGE>
 
                                 SIGNATURE PAGE



       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.



                AMERICAN INCOME 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:  November 13, 1996
                              -----------------



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


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

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       4,034,277
<SECURITIES>                                         0
<RECEIVABLES>                                  380,622
<ALLOWANCES>                                    10,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             4,404,899
<PP&E>                                      26,764,465
<DEPRECIATION>                              21,643,950
<TOTAL-ASSETS>                               9,525,414
<CURRENT-LIABILITIES>                        2,639,590
<BONDS>                                        779,996
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,105,828
<TOTAL-LIABILITY-AND-EQUITY>                 9,525,414
<SALES>                                      2,281,886
<TOTAL-REVENUES>                             3,015,054
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,376,362
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              60,714
<INCOME-PRETAX>                                577,978
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            577,978
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   577,978
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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