AMERICAN INCOME FUND I-B
10-Q, 1997-05-15
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  March 31, 1997
                                -------------------------------------------
 
                                       OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM                    TO
 
For Quarter Ended March 31, 1997                  Commission File No. 33-35148
 
        American Income Fund I-B, a Massachusetts Limited Partnership
  -----------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)
 
       Massachusetts                                    04-3106525 
- --------------------------------                -------------------------
(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 FUND I-B,
                 a Massachusetts Limited Partnership
                               FORM 10-Q

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

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

     Statement of Operations for the three months ended March 31, 1997 and 1996.............          4

     Statement of Cash Flows for the three months ended March 31, 1997 and 1996.............          5

     Notes to the Financial Statements......................................................        6-8

  Item 2. Management's Discussion and Analysis of Financial Condition and Results of
   Operations...............................................................................       9-12
PART II. OTHER INFORMATION:
  Items 1-6.................................................................................         13
</TABLE>

                                         2

<PAGE>

                                AMERICAN INCOME FUND I-B
                           a Massachusetts Limited Partnership

                             STATEMENT OF FINANCIAL POSITION
                          March 31, 1997 and December 31, 1996

                                       (Unaudited)
 
<TABLE>
<CAPTION>
                                                                    MARCH 31,    DECEMBER 31,
                                                                       1997          1996
                                                                   ------------  ------------
<S>                                                                <C>           <C>
ASSETS
Cash and cash equivalents........................................  $  1,792,812   $1,938,967
Rents receivable.................................................        42,130        1,509
Accounts receivable--affiliate...................................           525       38,647
Equipment at cost, net of accumulated depreciation of $3,458,701
  and $3,460,675 at March 31, 1997 and December 31, 1996,
  respectively...................................................     1,553,192    1,597,440
                                                                   ------------  ------------
  Total assets...................................................  $  3,388,659   $3,576,563
                                                                   ------------  ------------
                                                                   ------------  ------------
LIABILITIES AND PARTNERS' CAPITAL
Notes payable....................................................  $    579,352   $  726,096
Accrued interest.................................................        12,657        3,883
Accrued liabilities..............................................        18,500       22,750
Accrued liabilities--affiliate...................................        24,853       20,448
Deferred rental income...........................................         5,300       26,165
Cash distributions payable to partners...........................        75,451       75,451
                                                                   ------------  ------------
  Total liabilities..............................................       716,113      874,793
                                                                   ------------  ------------
Partners' capital (deficit):
 General Partner.................................................      (183,744)    (182,282)
 Limited Partnership Interests (286,711 Units; initial purchase
  price of $25 each).............................................     2,856,290    2,884,052
                                                                   ------------  ------------
  Total partners' capital........................................     2,672,546    2,701,770
                                                                   ------------  ------------
  Total liabilities and partners' capital........................  $  3,388,659   $3,576,563
                                                                   ------------  ------------
                                                                   ------------  ------------
</TABLE>


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

                                           3

<PAGE>

                             AMERICAN INCOME FUND I-B,
                        a Massachusetts Limited Partnership

                              STATEMENT OF OPERATIONS
                for the three months ended March 31, 1997 and 1996

                                   (Unaudited)
 
<TABLE>
<CAPTION>
                                                                           1997        1996
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
Income:
 Lease revenue.........................................................  $  152,335  $  214,159
 Interest income.......................................................      21,299      15,812
 Gain on sale of equipment.............................................      29,282      11,250
                                                                         ----------  ----------
  Total income..........................................................    202,916     241,221
                                                                         ----------  ----------
Expenses:
 Depreciation and amortization.........................................     116,043     249,106
 Interest expense......................................................      16,485      22,327
 Equipment management fees--affiliate..................................       6,633       9,418
 Operating expenses--affiliate.........................................      17,528      12,453
                                                                         ----------  ----------
  Total expenses........................................................    156,689     293,304
                                                                         ----------  ----------
Net income (loss).....................................................   $   46,227  $  (52,083)
                                                                         ----------  ----------
                                                                         ----------  ----------
Net income (loss) per limited partnership unit........................   $     0.15  $    (0.17)
                                                                         ----------  ----------
                                                                         ----------  ----------
Cash distribution declared per limited partnership unit...............   $     0.25  $     0.38
                                                                         ----------  ----------
                                                                         ----------  ----------
</TABLE>

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

                                          4

<PAGE>

                           AMERICAN INCOME FUND I-B,
                     a Massachusetts Limited Partnership

                            STATEMENT OF CASH FLOWS
              for the three months ended March 31, 1997 and 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        1997          1996
                                                                    ------------  ------------
<S>                                                                 <C>           <C>
Cash flows from (used in) operating activities:
Net income (loss).................................................  $     46,227     $(52,083)
Adjustments to reconcile net income (loss) to net cash from
  operating activities:
 Depreciation and amortization.....................................      116,043      249,106
 Gain on sale of equipment.........................................      (29,282)     (11,250)
Changes in assets and liabilities 
 Decrease (increase) in:
  rents receivable.................................................      (40,621)     (70,841)
  accounts receivable--affiliate...................................       38,122      560,432
 Increase (decrease) in:
  accrued interest.................................................        8,774        8,256
  accrued liabilities..............................................       (4,250)       2,029
  accrued liabilities--affiliate...................................        4,405         (390)
  deferred rental income...........................................      (20,865)      22,286
                                                                    ------------  -----------
   Net cash from operating activities..............................      118,553      707,545
                                                                    ------------  -----------
Cash flows from (used in) investing activities:
 Purchase of equipment.............................................      (75,957)      --
 Proceeds from equipment sales.....................................       33,444       11,250
                                                                    ------------  -----------
   Net cash from (used in) investing activities....................      (42,513)      11,250
                                                                    ------------  -----------
Cash flows used in financing activities:
 Principal payments--notes payable.................................     (146,744)     (74,636)
 Distributions paid................................................      (75,451)    (113,176)
                                                                    ------------  -----------
   Net cash used in financing activities...........................     (222,195)    (187,812)
                                                                    ------------  -----------
Net increase (decrease) in cash and cash equivalents..............      (146,155)     530,983
Cash and cash equivalents at beginning of period..................     1,938,967      839,087
                                                                    ------------  -----------
Cash and cash equivalents at end of period........................  $  1,792,812  $ 1,370,070
                                                                    ------------  -----------
                                                                    ------------  -----------
Supplemental disclosure of cash flow information: 
 Cash paid during the period for interest.........................  $      7,711  $    14,071
                                                                    ------------  -----------
                                                                    ------------  -----------
</TABLE>

                       The accompanying notes are an integral part
                            of these financial statements.
 
                                          5
<PAGE>

                             AMERICAN INCOME FUND I-B,
                        a Massachusetts Limited Partnership

                         Notes to the Financial Statements
                                   March 31, 1997

                                     (Unaudited)
 
NOTE 1--BASIS OF PRESENTATION
 
    The financial statements presented herein are prepared in conformity with 
generally accepted accounting principles and the instructions for preparing 
Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange 
Commission and are unaudited. As such, these financial statements do not 
include all information and footnote disclosures required under generally 
accepted accounting principles for complete financial statements and, 
accordingly, the accompanying financial statements should be read in 
conjunction with the footnotes presented in the 1996 Annual Report. Except as 
disclosed herein, there has been no material change to the information 
presented in the footnotes to the 1996 Annual Report.
 
    In the opinion of management, all adjustments (consisting of normal and 
recurring adjustments) considered necessary to present fairly the financial 
position at March 31, 1997 and December 31, 1996 and results of operations 
for the three month periods ended March 31, 1997 and 1996 have been made and 
are reflected.
 
NOTE 2--CASH
 
    At March 31, 1997, the Partnership had $1,680,000 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 $1,010,527 are due as follows:
 


For the year ending March 31, 1998               $  473,393
                              1999                  185,582
                              2000                  170,743
                              2001                  113,306
                              2002                   51,540
                        Thereafter                   15,963
                                                 ----------
                             Total               $1,010,527
                                                 ----------
                                                 ----------
NOTE 4--EQUIPMENT
 
    The following is a summary of equipment owned by the Partnership at March 
31, 1997. In the opinion of Equis Financial Group Limited Partnership 
("EFG"), (formerly American Finance Group), the acquisition cost of the 
equipment did not exceed its fair market value.

                                  6

<PAGE>

                          AMERICAN INCOME FUND I-B,
                     a Massachusetts Limited Partnership

                        Notes to Financial Statements

                                (Continued)
 
<TABLE>
<CAPTION>
                                                                     LEASE TERM                       EQUIPMENT
EQUIPMENT TYPE                                                        (MONTHS)                         AT COST
- ------------------------------------------------  ------------------------------------------------  -------------
<S>                                               <C>                                               <C>

Aircraft                                          38                                                $   2,641,262
Materials handling                                4-60                                                    730,332
Trailers/intermodal containers                    60-84                                                   620,259
Research & test                                   24-60                                                   545,558
Construction & mining                             48-60                                                   371,529
Communications                                    22-52                                                   102,953
                                                                                                    -------------
                                                  Total equipment cost                                  5,011,893

                                                  Accumulated depreciation                             (3,458,701)
                                                                                                    -------------
                                                  Equipment, net of accumulated depreciation        $   1,553,192
                                                                                                    -------------
                                                                                                    -------------
</TABLE>
 
    At March 31, 1997, the Partnership's equipment portfolio included 
equipment having a proportionate original cost of $2,792,790, representing 
approximately 56% of total equipment cost.
 
    The summary above includes fully depreciated equipment held for re-lease 
or sale with a cost of $369,000. The General Partner is actively seeking the 
sale or re-lease of all equipment not on lease.
 
NOTE 5--RELATED PARTY TRANSACTIONS
 
    All operating expenses incurred by the Partnership are paid by EFG on 
behalf of the Partnership and EFG is reimbursed at its actual cost for such 
expenditures. Fees and other costs incurred during the three month periods 
ended March 31, 1997 and 1996 which were paid or accrued by the Partnership 
to EFG or its Affiliates, are as follows:
 
<TABLE>
<CAPTION>
                                                                            1997       1996
                                                                          ---------  ---------
<S>                                                                       <C>        <C>
 
Equipment management fees...............................................  $   6,633  $   9,418
Administrative charges..................................................      7,968      5,000
Reimbursable operating expenses due to third parties....................      9,560      7,453
                                                                          ---------  ---------
   Total................................................................  $  24,161  $  21,871
                                                                          ---------  ---------
                                                                          ---------  ---------
</TABLE>
 
    All rents and proceeds from the sale of equipment are paid directly to 
either EFG or to a lender. EFG temporarily deposits collected funds in a 
separate interest-bearing escrow account prior to remittance to the 
Partnership. At March 31, 1997, the Partnership was owed $525 by EFG for such 
funds and the interest thereon. These funds were remitted to the Partnership 
in April 1997.

                                    7

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

                          Notes to Financial Statements

                                  (Continued)

NOTE 6--NOTES PAYABLE
 
    Notes payable at March 31, 1997 consisted of installment notes of 
$579,352 payable to banks and institutional lenders. All of the installment 
notes are non-recourse, with interest rates ranging between 9.75% and 10.12% 
and are collateralized by the equipment and assignment of the related lease 
payments. The installment notes will be fully amortized by noncancellable 
rents. The carrying amount of notes payable approximates fair value at March 
31, 1997.
 
The annual maturities of the installment notes payable are as follows:
 
For the year ending March 31, 1998        $ 320,216
                              1999           69,230
                              2000           76,344
                              2001           84,191
                              2002           29,371
                                          ---------
                             Total        $ 579,352
                                          ---------
                                          ---------
 
NOTE 7--LEGAL PROCEEDINGS
 
    On July 27, 1995, EFG, on behalf of the Partnership and other 
EFG-sponsored investment programs, filed an action in the Commonwealth of 
Massachusetts Superior Court Department of the Trial Court in and for the 
County of Suffolk, for damages and declaratory relief against a lessee of the 
Partnership, National Steel Corporation ("National Steel"), under a certain 
Master Lease Agreement ("MLA") for the lease of certain equipment. EFG is 
seeking the reimbursement by National Steel of certain sales and/or use taxes 
paid to the State of Illinois and other remedies provided by the MLA. On 
August 30, 1995, National Steel filed a Notice of Removal which removed the 
case to the United States District Court, District of Massachusetts. On 
September 7, 1995, National Steel filed its Answer to EFG's Complaint along 
with Affirmative Defenses and Counterclaims, seeking declaratory relief and 
alleging breach of contract, implied covenant of good faith and fair dealing 
and specific performance. EFG filed its Answer to these counterclaims on 
September 29, 1995. Though the parties have been discussing settlement with 
respect to this matter for some time, to date, the negotiations have been 
unsuccessful. Notwithstanding these discussions, EFG recently filed an 
Amended and Supplemental Complaint alleging a further default by National 
Steel under the MLA and EFG recently filed a Summary Judgment on all claims 
and counterclaims. The matter remains pending before the Court. The 
Partnership has not experienced any material losses as a result of this 
action.

                                 8

<PAGE>

                           AMERICAN INCOME FUND I-B,
                      a Massachusetts Limited Partnership
 
                                   FORM 10-Q
                          PART1. FINANCIAL INFORMATION
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
 
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE THREE MONTHS ENDED 
MARCH 31, 1996:
 
OVERVIEW
 
    The Partnership was organized in 1990 as a direct-participation equipment 
leasing program to acquire a diversified portfolio of capital equipment 
subject to lease agreements with third parties. The Partnership's stated 
investment objectives and policies contemplated that the Partnership would 
wind-up its operations within approximately seven years of its inception. The 
value of the Partnership's equipment portfolio decreases over time due to 
depreciation resulting from age and usage of the equipment, as well as 
technological changes and other market factors. In addition, the Partnership 
does not replace equipment as it is sold; therefore, its aggregate investment 
in equipment declines from asset disposals occurring in the normal course. As 
a result of the Partnership's age and a declining equipment portfolio, the 
General Partner is evaluating a variety of transactions that will reduce the 
Partnership's prospective costs to operate as a publicly registered limited 
partnership and, therefore, enhance overall cash distributions to the limited 
partners. Such a transaction may involve the sale of the Partnership's 
remaining equipment or a transaction that would allow for the consolidation 
of the Partnership's expenses with other similarly-organized equipment 
leasing programs. In order to increase the marketability of the Partnership's 
remaining equipment, the General Partner expects to use the Partnership's 
available cash and future cash flow to retire indebtedness. This will 
negatively effect short-term cash distributions.
 
RESULTS OF OPERATIONS
 
    For the three months ended March 31, 1997, the Partnership recognized 
lease revenue of $152,335, compared to $214,159 for the same period in 1996. 
The decrease in lease revenue from 1996 to 1997 was expected and resulted 
principally from lease term expirations and the sale of equipment. 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 an affiliated equipment leasing program 
sponsored by EFG. Proportionate equipment ownership enables the Partnership 
to further diversify its equipment portfolio by participating in the 
ownership of selected assets, thereby reducing the general levels of risk 
which could result from a concentration in any single equipment type, 
industry or lessee. The Partnership and each affiliate individually report, 
in proportion to their respective ownership interests, their respective 
shares of assets, liabilities, revenues, and expenses associated with the 
equipment.
 
    During the three months ended March 31, 1997, the Partnership sold 
equipment having a net book value of $4,162 to existing lessees and third 
parties. These sales resulted in a net gain, for financial statement 
purposes, of $29,282 compared to a net gain of $11,250 on fully depreciated 
equipment for the same period in 1996.
 
    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.

                                  9

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

                                 FORM 10-Q

                       PART 1. FINANCIAL INFORMATION


    The ultimate realization of residual value for any type of equipment is 
dependent upon many factors, including EFG's ability to sell and re-lease 
equipment. Changing market conditions, industry trends, technological 
advances, and many other events can converge to enhance or detract from asset 
values at any given time. EFG attempts to monitor these changes in order to 
identify opportunities which may be advantageous to the Partnership and which 
will maximize total cash returns for each asset.
 
    The total economic value realized upon final disposition of each asset is 
comprised of all primary lease term 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 and amortization expense for the three months ended March 
31, 1997 was $116,043 compared to $249,106 for the same period in 1996. For 
financial reporting purposes, to the extent that an asset is held on primary 
lease term, the Partnership depreciates the difference between (i) the cost 
of the asset and (ii) the estimated residual value of the asset on a 
straight-line basis over such term. For purposes of this policy, estimated 
residual values represent estimates of equipment values at the date of 
primary lease expiration. To the extent that an asset is held beyond its 
primary lease term, the Partnership continues to depreciate the remaining net 
book value of the asset on a straight-line basis over the asset's remaining 
economic life.
 
    Interest expense was $16,485 or 10.8% of lease revenue during the three 
months ended March 31, 1997 compared to $22,327 or 10.4% of lease revenue for 
the same period in 1996. Interest expense in future periods will 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. In addition, the General Partner expects to use a portion of the 
Partnership's available cash and future cash flow to retire indebtedness (see 
Overview).
 
    Management fees were approximately 4.4% of lease during each of the three 
months ended March 31, 1997 and 1996. Management fees and 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. Collectively, operating expenses represented 
11.5% of lease revenue during the three months ended March 31, 1997 compared 
to 5.8% of lease revenue for the same period in 1996. The increase in 
operating expenses from 1996 to 1997 was due primarily to an increase in 
administrative charges. 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 

                                10

<PAGE>

                          AMERICAN INCOME FUND I-B,
                     a Massachusetts Limited Partnership

                                 FORM 10-Q

                       PART 1. FINANCIAL INFORMATION


inflows of $118,553 and $707,545 in the three months ended March 31, 1997 and 
1996, respectively. Future renewal, re-lease and equipment sale activities 
will cause a decline in the Partnership's lease revenues and corresponding 
sources of operating cash. Overall, expenses associated with rental 
activities, such as management fees, and net cash flow from operating 
activities will 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 three months ended March 31, 
1997, the Partnership expended $75,957 to upgrade certain research and test 
equipment. There were no equipment acquisitions during the same period in 
1996. For the three months ended March 31, 1997, the Partnership realized 
$33,444 in equipment sale proceeds compared to $11,250 for the same period in 
1996. Future inflows of cash from asset disposals will vary in timing and 
amount and will be influenced by many factors including, but not limited to, 
the frequency and timing of lease expirations, the type of equipment being 
sold, its condition and age, and future market conditions.
 
    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 is scheduled to decline as the principal balance of notes 
payable is reduced through the collection and application of rents. However, 
the amount of cash used to repay debt obligations may fluctuate due to the 
use of the Partnership's available cash and future cash flow to retire 
indebtedness (see Overview).
 
    Cash distributions to the General and Limited Partners are declared and 
generally paid within fifteen days following the end of each calendar 
quarter. The payment of such distributions is presented as a component of 
financing activities. For the three months ended March 31, 1997, the 
Partnership declared total cash distributions of Distributable Cash From 
Operations and Distributable Cash From Sales and Refinancings of $75,451. In 
accordance with the Amended and Restated Agreement and Certificate of Limited 
Partnership, the Limited Partners were allocated 95% of these distributions, 
or $71,678 and the General Partner was allocated 5%, or $3,773. The first 
quarter 1997 cash distribution was paid on April 14, 1997.
 
    Cash distributions paid to the Limited Partners consist of both a return 
of and a return on capital. Cash distributions do not represent and are not 
indicative of yield on investment. Actual yield on investment cannot be 
determined with any certainty until conclusion of the Partnership and will be 
dependent upon the collection of all future contracted rents, the generation 
of renewal and/or re-lease rents, and the residual value realized for each 
asset at its disposal date. Future market conditions, technological changes, 
the ability of EFG to manage and remarket the assets, and many other events 
and circumstances, could enhance or detract from individual asset yields and 
the collective performance of the Partnership's equipment portfolio.

                                     11

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

                                 FORM 10-Q

                       PART 1. FINANCIAL INFORMATION


    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.

                                   12

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

                                 FORM 10-Q

                          PART II. OTHER INFORMATION
 
<TABLE>
<CAPTION>
<S>                                            <C>
Item 1.                                        Legal Proceedings
                                               Response:

                                               Refer to Note 7 herein.

Item 2.                                        Changes in Securities
                                               Response: None

Item 3.                                        Defaults upon Senior Securities
                                               Response: None

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

Item 5.                                        Other Information
                                               Response: None

Item 6(a).                                     Exhibits
                                               Response: None

Item 6(b).                                     Reports on Form 8-K
                                               Response: None
</TABLE>
 
                                       13
<PAGE>
                                 SIGNATURE PAGE
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below on behalf of the registrant and in the capacity 
and on the date indicated.
 
       AMERICAN INCOME FUND I-B, A MASSACHUSETTS LIMITED PARTNERSHIP
 
              By: AFG Leasing VI Incorporated, a Massachusetts
                  corporation and the General Partner of 
                  the Registrant.
 
              By: /s/ Michael J. Butterfield
                  ----------------------------------------------
                  Michael J. Butterfield
                  Treasurer of AFG Leasing VI Incorporated
                  (Duly Authorized Officer and 
                  Principal Accounting Officer)
 
              Date: May 15, 1997
                    ---------------------------------------------
 
              By: /s/ Gary Romano 
                  -----------------------------------------------
                  Gary M. Romano
                  Clerk of AFG Leasing VI Incorporated
                  (Duly Authorized Officer and
                  Principal Financial Officer)
 
              Date: May 15, 1997
                    ---------------------------------------------
 
                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       1,792,812
<SECURITIES>                                         0
<RECEIVABLES>                                   42,655
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,835,467
<PP&E>                                       5,011,893
<DEPRECIATION>                               3,458,701
<TOTAL-ASSETS>                               3,388,659
<CURRENT-LIABILITIES>                          136,761
<BONDS>                                        579,352
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   2,672,546
<TOTAL-LIABILITY-AND-EQUITY>                 3,388,659
<SALES>                                        152,335
<TOTAL-REVENUES>                               202,916
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               140,204
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              16,485
<INCOME-PRETAX>                                 46,227
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             46,227
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    46,227
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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