-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ci3hLE+lkYiEa/HspJrz2XdbfWF2P0EaX6ejTr+RdQhUNDZSRzctISvnE/IKd5iD MAp3jJylaH/yzvsS2w/GvA== 0000912057-97-018093.txt : 19970520 0000912057-97-018093.hdr.sgml : 19970520 ACCESSION NUMBER: 0000912057-97-018093 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INCOME PARTNERS V B LTD PARTNERSHIP CENTRAL INDEX KEY: 0000847558 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 043061971 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18364 FILM NUMBER: 97609186 BUSINESS ADDRESS: STREET 1: 98 N WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175421200 MAIL ADDRESS: STREET 2: 98 N WASHINGTON STREET CITY: BOSTON STATE: MA ZIP: 02114 10-Q 1 10-Q 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. 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 ___ AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP FORM 10-Q INDEX Page 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 6-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-13 PART II. OTHER INFORMATION: Items 1 - 6 14 2 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP STATEMENT OF FINANCIAL POSITION March 31, 1997 and December 31, 1996 (Unaudited) March 31, December 31, 1997 1996 ---------- ---------- ASSETS Cash and cash equivalents $1,887,223 $1,961,623 Rents receivable, net of allowance for doubtful accounts of $10,000 227,816 233,569 Accounts receivable - affiliate 93,873 459,038 Equipment at cost, net of accumulated depreciation of $21,289,733 and $21,000,199 at March 31, 1997 and December 31, 1996, respectively 4,228,002 4,635,690 ---------- ---------- Total assets $6,436,914 $7,289,920 ---------- ---------- ---------- ---------- LIABILITIES AND PARTNERS' CAPITAL Notes payable $ 385,127 $ 707,842 Accrued interest 5,117 7,428 Accrued liabilities 97,950 64,750 Accrued liabilities - affiliate 29,020 226,297 Deferred rental income 33,934 45,434 Cash distributions payable to partners 285,145 285,145 ---------- ---------- Total liabilities 836,293 1,336,896 ---------- ---------- Partners' capital (deficit): General Partner (1,436,504) (1,418,884) Limited Partnership Interests (1,547,930 Units; initial purchase price of $25 each) 7,037,125 7,371,908 ---------- ---------- Total partners' capital 5,600,621 5,953,024 ---------- ---------- Total liabilities and partners' capital $6,436,914 $7,289,920 ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements. 3 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP STATEMENT OF OPERATIONS for the three months ended March 31, 1997 and 1996 (Unaudited) 1997 1996 --------- ---------- Income: Lease revenue $ 552,640 $ 720,593 Interest income 27,011 50,019 Gain on sale of equipment 39,487 141,843 --------- ---------- Total income 619,138 912,455 --------- ---------- Expenses: Depreciation 395,176 676,965 Interest expense 13,816 18,600 Equipment management fees - affiliate 27,334 42,071 Operating expenses - affiliate 250,070 529,150 --------- ---------- Total expenses 686,396 1,266,786 --------- ---------- Net loss $ (67,258) $ (354,331) --------- ---------- --------- ---------- Net loss per limited partnership unit $ (0.04) $ (0.22) --------- ---------- --------- ---------- Cash distribution declared per limited partnership unit $ 0.18 $ 0.38 --------- ---------- --------- ---------- The accompanying notes are an integral part of these financial statements. 4 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS for the three months ended March 31, 1997 and 1996 (Unaudited) 1997 1996 ---------- ---------- Cash flows from (used in) operating activities: Net loss $ (67,258) $ (354,331) Adjustments to reconcile net loss to net cash from operating activities: Depreciation 395,176 676,965 Gain on sale of equipment (39,487) (141,843) Changes in assets and liabilities Decrease (increase) in: rents receivable 5,753 (68,885) accounts receivable - affiliate 365,165 44,696 Increase (decrease) in: accrued interest (2,311) 2,344 accrued liabilities 33,200 361,470 accrued liabilities - affiliate (197,277) 4,064 deferred rental income (11,500) 55,100 ---------- ---------- Net cash from operating activities 481,461 579,580 ---------- ---------- Cash flows from investing activities: Proceeds from equipment sales 51,999 190,039 ---------- ---------- Net cash from investing activities 51,999 190,039 ---------- ---------- Cash flows used in financing activities: Principal payments - notes payable (322,715) (95,634) Distributions paid (285,145) (1,018,375) ---------- ---------- Net cash used in financing activities (607,860) (1,114,009) ---------- ---------- Net decrease in cash and cash equivalents (74,400) (344,390) Cash and cash equivalents at beginning of period 1,961,623 4,352,348 ---------- ---------- Cash and cash equivalents at end of period $1,887,223 $4,007,958 ---------- ---------- ---------- ---------- Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 16,127 $ 16,256 ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements. 5 AMERICAN INCOME PARTNERS V-B 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 $1,775,000 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 or quarterly and no significant amounts are calculated on factors other than the passage of time. The leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred. Future minimum rents of $3,566,160 are due as follows: For the year ending March 31, 1998 $ 2,607,319 1999 782,325 2000 47,071 2001 47,071 2002 47,071 Thereafter 35,303 ----------- Total $ 3,566,160 ----------- ----------- 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 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP Notes to the Financial Statements (Continued) Lease Term Equipment Equipment Type (Months) at Cost - ------------------------------- ---------- ------------ Aircraft 1-38 $ 16,192,484 Vessels 57 4,205,030 Manufacturing 24-60 1,551,460 Materials handling 4-60 1,266,400 Computers and peripherals 6-51 886,571 Construction and mining 11-60 526,525 Communications 50-60 469,389 Trailers/intermodal containers 39-84 341,134 Retail store fixtures 12-60 30,320 Energy systems 9-60 29,996 Tractors and heavy duty trucks 1-84 18,426 ------------- Total equipment cost 25,517,735 Accumulated depreciation (21,289,733) ------------- Equipment, net of accumulated depreciation $ 4,228,002 ------------- ------------- At March 31, 1997, the Partnership's equipment portfolio included equipment having a proportionate original cost of $20,943,201, representing approximately 82% of total equipment cost. The summary above includes equipment held for re-lease or sale with a cost and net book value of approximately $6,619,000 and $779,000, respectively, at March 31, 1997 (See also Note 8 - Subsequent Event). 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 $6,484,000 and $777,000, respectively, at March 31, 1997. 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 $764,000, all of which was accrued or incurred at March 31, 1997. The Partnership entered into a 18-month lease agreement with Transmeridian Airlines to release the Aircraft at a base monthly rent to the Partnership of $48,000 for 8 months and $42,000 for 10 months, effective upon completion of the heavy maintenance. The Partnership has experienced delays in the completion of the Aircraft's heavy maintenance. 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 each of 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: 1997 1996 -------- -------- Equipment management fees $ 27,334 $ 42,071 Administrative charges 9,258 5,250 Reimbursable operating expenses due to third parties 240,812 523,900 -------- -------- Total $277,404 $571,221 -------- -------- -------- -------- 7 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP Notes to the Financial Statements (Continued) 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 $93,873 by EFG for such funds and the interest thereon. These funds were remitted to the Partnership in April 1997. NOTE 6 - NOTES PAYABLE Notes payable at March 31, 1997 consisted of installment notes of $385,127 payable to banks and institutional lenders. Two of the installment notes are non-recourse, with interest rates of 10.12% and one note bears a fluctuating interest rate based on the London Inter-Bank Offered Rate ("LIBOR") plus 1.5%. At March 31, 1997, the applicable LIBOR adjusted rate was 5.7%. The installment notes are collateralized by the equipment and assignment of the related lease payments and will be fully amortized by noncancellable rents in the year ending March 31, 1998. The carrying value of notes payable approximates fair value at March 31, 1997. 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. NOTE 8 - SUBSEQUENT EVENT On April 30, 1997, the vessel partnerships, in which the Partnership and certain affiliated investment programs are limited partners and through which the Partnership and the affiliated investment programs shared economic interests in three cargo vessels (the "Vessels") leased by KGJS/Gearbulk Holdings Limited (the "Lessee"), exchanged their ownership interests in the Vessels for 1,987,000 shares of common stock in Banyan Strategic Land Fund II ("Banyan") and a purchase money note of $8,219,500 (the "Note"). Banyan is a Delaware corporation organized on April 14, 1987 and has its common stock listed on NASDAQ. Banyan holds certain real estate investments, the most significant being a 274 acre site near Malibu, California ("Rancho Malibu"). The exchange was organized through an intermediary company (Equis Exchange LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the sole purpose of facilitating the exchange. There were no fees paid to EFG by Equis Exchange LLC or Banyan or by any other party that otherwise would not have been paid to EFG had the Partnership sold its beneficial interest in the Vessels directly to the Lessee. The 8 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP Notes to the Financial Statements (Continued) Lessee prepaid all of its remaining contracted rental obligations and purchased the Vessels in two closings occurring on May 6, 1997 and May 12, 1997. The above-referenced Note was repaid with $3,800,000 of cash and delivery of a $4,419,500 note from Banyan (the "Banyan Note"). As a result of the exchange transaction and its original 53.54% beneficial ownership interest in Larkfield, one of the three Vessels, the Partnership received $837,736 in cash and is the beneficial owner of 393,394 shares of Banyan common stock and holds a beneficial interest in the Banyan Note of $888,845. Cash equal to the amount of the Banyan Note is being held by Banyan in a segregated account pending the outcome of certain shareholder proposals. Specifically, as part of the exchange, Banyan agreed to seek consent ("Consent") from its shareholders to: (1) amend its certificate of incorporation and by-laws; (2) make additional amendments to restrict the acquisition of its common stock in a way to protect Banyan's net operating loss carry-forwards, and (3) engage EFG to provide administrative services to Banyan, which services EFG will provide at cost. If the Consent is not obtained, repayment of the Banyan Note will be accelerated and repaid from the cash held in the segregated account. If the Consent is obtained, the Banyan Note will be amortized over three years and bear an annual interest rate of 10%. In connection with the Banyan transaction, Gary D. Engle, President and Chief Executive Officer of EFG, joined the Board of Directors of Banyan and James A. Coyne, Senior Vice President of EFG became Banyan's Chief Operating Officer. The agreement also provides that a majority of the Board of Directors remain independent of Banyan and EFG. Provided Consent is received by October 31, 1997, Banyan has agreed to declare a $0.20 per share dividend to be paid on all shares, including those beneficially owned by the Partnership. The General Partner believes that the underlying tangible assets of Banyan, particularly the Rancho Malibu property, can be sold or developed on a tax free basis due to Banyan's net operating loss carryforwards and can provide an attractive economic return to the Partnership. 9 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, 1997 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1996: OVERVIEW The Partnership was organized in 1989 as a direct-participation equipment leasing program to acquire a diversified portfolio of capital equipment subject to lease agreements with third parties. The Partnership's stated investment objectives and policies contemplated that the Partnership would wind-up its operations within approximately seven years of its inception. Accordingly, the General Partner is pursuing the remarketing of all of the Partnership's remaining equipment and expects to engage an investment advisor to provide assistance and evaluate alternative remarketing strategies. Currently, the General Partner anticipates that it will wind-up the operations of the Partnership and make a liquidating distribution to the Partners, net of any cash reserves which the General Partner may consider appropriate, within the next twelve months and possibly by December 31, 1997. RESULTS OF OPERATIONS For the three months ended March 31, 1997, the Partnership recognized lease revenue of $552,640 compared to $720,593 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. For the three months ended March 31, 1997, the Partnership sold equipment having a net book value of $12,512 to existing lessees and third parties. These sales resulted in a net gain, for financial statement purposes, of $39,487 compared to a net gain of $110,297 on equipment having a net book value of $17,203 for the same period in 1996. 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. 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 was recognized as proceeds from equipment sales. 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. 10 AMERICAN INCOME PARTNERS V-B 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 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 $395,176 and $676,965 for the three months ended March 31, 1997 and 1996, 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 $13,816 or 2.5% of lease revenue for the three months ended March 31, 1997, and $18,600 or 2.6% of lease revenue for the same period in 1996. 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. In addition, the General Partner expects to use a portion of the Partnership's available cash to retire indebtedness. Management fees were approximately 4.9% and 5.8% of lease revenue during the three months ended March 31, 1997 and 1996, respectively. 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. Significant operating expenses were incurred in 1996 and 1997 due to heavy maintenance and airframe overhaul costs incurred or accrued in connection with the Partnership's interests in two Boeing 727 aircraft. Certain of the costs incurred in the first quarter of 1996 were subsequently reimbursed by the former lessee of the related aircraft. In 1996, the Partnership entered into a new 36-month lease agreement with Sunworld International Airlines, Inc. to re-lease one of the aircraft at a base rent to the Partnership of $39,000 per month (see discussion below relating to the second 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 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 generally 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 $481,461 and $579,580 in 1997 and 1996, 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 realized from asset disposal transactions is reported under investing activities on the accompanying Statement of Cash Flows. During the three months ended March 31, 1997, the Partnership realized $51,999 in equipment sale proceeds compared to $190,039 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. 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. The Partnership's interest in the Aircraft had a cost and net book value of approximately $6,484,000 and $777,000, respectively, at March 31, 1997. The Aircraft is currently undergoing heavy maintenance expected to cost the Partnership approximately $764,000, all of which was accrued or incurred at March 31, 1997. The Partnership entered into a 18-month lease agreement with Transmeridian Airlines to release the Aircraft at a base monthly rent to the Partnership of $48,000 for 8 months and $42,000 for 10 months, effective upon completion of the heavy maintenance. The Partnership has experienced delays in the completion of the Aircraft's 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. The Partnership's notes payable are scheduled to be fully amortized by noncancellable rents during the year ending March 31, 1998. In addition, the General Partner expects to use a portion of the Partnership's available cash to retire indebtedness. 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, 1997, the Partnership declared total cash distributions of Distributable Cash From Operations and Distributable Cash From Sales and Refinancings of 12 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP FORM 10-Q PART 1. FINANCIAL INFORMATION $285,145. In accordance with the Amended and Restated Agreement and Certificate of Limited Partnership, the Recognized Owners were allocated 95% of these distributions, or $270,888, and the General Partner was allocated 5%, or $14,257. The first quarter 1997 cash distribution was paid on April 14, 1997. Cash distributions paid to the Recognized Owners 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. 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 future quarterly cash distributions are anticipated. 13 AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings Response: None Refer to Note 7 to the financial statements herein. Item 2. Changes in Securities Response: None Item 3. Defaults upon Senior Securities Response: None Item 4. Submission of Matters to a Vote of Security Holders Response: None Item 5. Other Information Response: None Item 6(a). Exhibits Response: None Item 6(b). Reports on Form 8-K Response: None 14 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 15, 1997 ------------------------------------------- By: /s/ Gary Romano --------------------------------------------- Gary M. Romano Clerk of AFG Leasing IV Incorporated (Duly Authorized Officer and Principal Financial Officer) Date: May 15, 1997 -------------------------------------------- 15 EX-27 2 EX-27 FDS
5 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1,887,223 0 331,689 10,000 0 2,208,912 25,517,735 4,228,002 6,436,914 451,166 385,127 0 0 0 5,600,621 6,436,914 552,640 619,138 0 0 672,580 0 13,816 (67,258) 0 (67,258) 0 0 0 (67,258) 0 0
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