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 June 30, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------------- ----------------------
----------------------
For Quarter Ended June 30, 1996 Commission File No. 33-35148
American Income Fund I-B, a Massachusetts Limited Partnership
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(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
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AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
FORM 10-Q
INDEX
Page
------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 1996 and December 31, 1995 3
Statement of Operations for the three and six
months ended June 30, 1996 and 1995 4
Statement of Cash Flows for the six months
ended June 30, 1996 and 1995 5
Notes to the Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II. OTHER INFORMATION:
Items 1 - 6 13
2
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
STATEMENT OF FINANCIAL POSITION
June 30, 1996 and December 31, 1995
(Unaudited)
June 30, December 31,
1996 1995
------------ -------------
ASSETS
- ------
Cash and cash equivalents $1,783,621 $ 839,087
Rents receivable 74,705 332,823
Accounts receivable - affiliate 86,084 587,704
Equipment at cost, net of accumulated
depreciation of $3,986,262 and
$6,097,419 at June 30, 1996 and
December 31, 1995, respectively 1,523,225 1,986,861
Organization costs, net of accumulated
amortization of $5,000 and $4,833 at
June 30, 1996 and December 31, 1995,
respectively -- 167
Total assets $3,467,635 $3,746,642
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable $ 545,519 $1,022,276
Accrued interest 6,315 28,320
Accrued liabilities 65,668 68,610
Accrued liabilities - affiliate 6,061 7,090
Deferred rental income 20,866 --
Cash distributions payable to partners 113,176 113,176
---------- ----------
Total liabilities 757,605 1,239,472
---------- ----------
Partners' capital (deficit):
General Partner (181,869) (192,012)
Limited Partnership Interests
(286,711 Units; initial purchase
price of $25 each) 2,891,899 2,699,182
---------- ----------
Total partners' capital 2,710,030 2,507,170
---------- ----------
Total liabilities and partners'
capital $3,467,635 $3,746,642
========== ==========
3
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
STATEMENT OF OPERATIONS
for the three and six months ended June 30, 1996 and 1995
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
-------------- --------------- --------- ----------
Income:
Lease revenue $164,111 $411,198 $378,270 $826,435
Interest income 21,148 10,963 36,960 21,258
Gain (loss) on sale of equipment 480,390 (12,906) 491,640 (12,906)
-------- -------- -------- --------
Total income 665,649 409,255 906,870 834,787
-------- -------- -------- --------
Expenses:
Depreciation and amortization 147,889 368,684 396,995 742,022
Interest expense 13,673 31,142 36,000 70,926
Equipment management fees
- affiliate 8,157 14,600 17,575 28,973
Operating expenses - affiliate 14,635 16,165 27,088 38,489
-------- -------- -------- --------
Total expenses 184,354 430,591 477,658 880,410
-------- -------- -------- --------
Net income (loss) $481,295 $(21,336) $429,212 $(45,623)
======== ======== ======== ========
Net income (loss)
per limited partnership unit $ 1.59 $ (0.07) $ 1.42 $ (0.15)
======== ======== ========= ========
Cash distributions declared
per limited partnership unit $ 0.38 $ 0.75 $ 0.75 $ 1.50
======== ======== ======== ========
4
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(Unaudited)
1996 1995
------------ ----------
Cash flows from (used in) operating
activities:
Net income (loss) $ 429,212 $ (45,623)
Adjustments to reconcile net income
(loss) to net cash from operating
activities:
Depreciation and amortization 396,995 742,022
(Gain) loss on sale of equipment (491,640) 12,906
Changes in assets and liabilities
Decrease in:
rents receivable 258,118 50,721
accounts receivable - affiliate 501,620 10,442
Increase (decrease) in:
accrued interest (22,005) (19,547)
accrued liabilities (2,942) 3,561
accrued liabilities - affiliate (1,029) (30,132)
deferred rental income 20,866 21,764
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Net cash from operating activities 1,089,195 746,114
---------- -------------
Cash flows from investing activities:
Proceeds from equipment sales 558,448 25,493
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Net cash from investing activities 558,448 25,493
---------- -------------
Cash flows from (used in) financing
activities:
Proceeds from notes payable -- 737,116
Principal payments - notes payable (476,757) (471,228)
Distributions paid (226,352) (452,704)
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Net cash used in financing activities (703,109) (186,816)
---------- -------------
Net increase in cash and cash
equivalents 944,534 584,791
Cash and cash equivalents at beginning
of period 839,087 235,990
---------- -------------
Cash and cash equivalents at end of
period $1,783,621 $ 820,781
========== =============
Supplemental disclosure of cash flow
information:
Cash paid during the period for
interest $ 58,005 $ 90,473
========== =============
5
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
Notes to the Financial Statements
June 30, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited. As such, these financial statements do not
include all information and footnote disclosures required under generally
accepted accounting principles for complete financial statements and,
accordingly, the accompanying financial statements should be read in conjunction
with the footnotes presented in the 1995 Annual Report. Except as disclosed
herein, there has been no material change to the information presented in the
footnotes to the 1995 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at June 30, 1996 and December 31, 1995 and results of operations for
the three and six month periods ended June 30, 1996 and 1995, have been made and
are reflected.
NOTE 2 - CASH
- -------------
At June 30, 1996, the Partnership had $1,780,000 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 $815,535 are due
as follows:
For the year ending June 30, 1997 $433,312
1998 250,695
1999 57,034
2000 21,284
2001 21,284
Thereafter 31,926
--------
Total $815,535
========
6
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
NOTE 4 - EQUIPMENT
- ------------------
The following is a summary of equipment owned by the Partnership at June 30,
1996. In the opinion of American Finance Group ("AFG"), the acquisition cost of
the equipment did not exceed its fair market value.
Lease Term Equipment
Equipment Type (Months) at Cost
- -------------- ---------- -----------
Aircraft 38 $ 2,641,262
Materials handling 4-60 1,030,420
Trailers/intermodal containers 60-84 642,694
Research & test 24-60 532,779
Construction & mining 48-60 371,529
Photocopying 27-60 160,074
Communications 22-52 102,953
Motor vehicles 60 27,776
-----------
Total equipment cost 5,509,487
-----------
Accumulated depreciation (3,986,262)
-----------
Equipment, net of accumulated depreciation $ 1,523,225
===========
At June 30, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $2,778,408, representing approximately
50% of total equipment cost.
The summary above includes equipment held for re-lease or sale with a cost and
net book value of approximately $739,000 and $62,000, respectively, at June 30,
1996. 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 AFG on behalf
of the Partnership and AFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during the six month periods ended
June 30, 1996 and 1995 which were paid or accrued by the Partnership to AFG or
its Affiliates, are as follows:
1996 1995
-------- --------
Equipment management fees $17,575 $28,973
Administrative charges 7,086 7,086
Reimbursable operating expenses
due to third parties 20,002 31,403
------- -------
Total $44,663 $67,462
======= =======
7
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
Notes to the Financial Statements
(Continued)
All rents and proceeds from the sale of equipment are paid directly to either
AFG or to a lender. AFG temporarily deposits collected funds in a separate
interest-bearing escrow account prior to remittance to the Partnership. At June
30, 1996, the Partnership was owed $86,084 by AFG for such funds and the
interest thereon. These funds were remitted to the Partnership in July 1996.
NOTE 6 - NOTES PAYABLE
- ----------------------
Notes payable at June 30, 1996 consisted of installment notes of $545,519
payable to banks and institutional lenders. All of the installment notes are
non-recourse, with interest rates ranging between 7.04% 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 value of notes payable approximates fair value at June 30, 1996.
The annual maturities of the installment notes payable are as follows:
For the year ending June 30, 1997 $291,740
1998 171,893
1999 16,030
2000 17,196
2001 18,446
Thereafter 30,214
--------
Total $545,519
========
NOTE 7 - LEGAL PROCEEDINGS
- --------------------------
In July 1993, Fred Meyer, Inc. (the "Plaintiff"), in anticipation of a
declaration of lease default by AFG, filed a complaint against AFG (the
"Defendant") in the Circuit Court of the State of Oregon as a result of a
dispute which arose between the Plaintiff and the Defendant concerning holdover
rents due to the Partnership with respect to certain equipment and the fair
market value of such equipment leased by the Partnership to the Plaintiff. The
Defendant filed an answer to the Plaintiff's complaint and asserted a
counterclaim seeking monetary damages. A Settlement Agreement executed on June
22, 1994, including dismissal of this case, requires the Plaintiff to purchase
all equipment it leases pursuant to unexpired rental schedules upon the
respective expiration dates of each schedule. The Partnership sold $1,580,530
of the affected equipment during 1996 and recognized a net gain of $381,069 for
financial statement purposes. At June 30, 1996, the Partnership's equipment
portfolio includes equipment on lease to the Plaintiff with a cost of $160,069
which is fully depreciated for financial reporting purposes and represents
approximately 3% of the Partnership's aggregate equipment portfolio. This
settlement is not expected to have an adverse effect on the financial position
of the Partnership.
8
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- --------------
Three and six months ended June 30, 1996 compared to the three and six months
- -----------------------------------------------------------------------------
ended June 30, 1995:
- --------------------
Overview
- --------
As an equipment leasing partnership, the Partnership was organized to acquire
a diversified portfolio of capital equipment subject to lease agreements. 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 1991.
Results of Operations
- ---------------------
For the three and six months ended June 30, 1996, the Partnership recognized
lease revenue of $164,111 and $378,270, respectively, compared to $411,198 and
$826,435 for the same periods in 1995. The 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.
During the three and six months ended June 30, 1996, the Partnership sold
equipment having a net book value of $66,808 to existing lessees and third
parties. These sales resulted in a net gain, for financial statement purposes,
of $480,390 and $491,640, respectively.
During the three and six months ended June 30, 1995, the Partnership sold
equipment having a net book value of $38,399 to existing lessees and third
parties. These sales resulted in a net loss, for financial statement purposes,
of $12,906.
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
9
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
purposes is partly a function of the amount of accumulated depreciation
associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including AFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. AFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Partnership and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenues generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership
classifies such residual rental payments as lease revenue. Consequently, the
amount of gain or loss reported in the financial statements is not necessarily
indicative of the total residual value the Partnership achieved from leasing the
equipment.
Depreciation and amortization expense for the three and six months ended June
30, 1996 was $147,889 and $396,995, respectively, compared to $368,684 and
$742,022 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 $13,673 and $36,000 or 8.3% and 9.5% of lease revenue for
the three and six months ended June 30, 1996, respectively, compared to $31,142
and $70,926 or 7.6% and 8.6% of lease revenue for the same periods in 1995.
Interest expense increased as a percentage of lease revenue from 1995 to 1996
due to leveragings obtained subsequent to June 30, 1995. 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.
Management fees were approximately 5% and 4.6% of lease revenue for the three
and six months ended June 30, 1996, respectively, compared to 3.6% and 3.5% of
lease revenue for the same periods in 1995. 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 8.9% and 7.2% of lease revenue for
the three and six months ended June 30, 1996, respectively, compared to 3.9% and
4.7% of lease revenue for the same periods in 1995. The amount of future
operating expenses cannot be predicted with certainty; however, such expenses
are usually higher during the acquisition and liquidation phases of a
partnership. Other fluctuations typically occur in relation to the volume and
timing of remarketing activities.
10
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
Liquidity and Capital Resources and Discussion of Cash Flows
- ------------------------------------------------------------
The Partnership by its nature is a limited life entity which was established
for specific purposes described in the preceding "Overview". As an equipment
leasing program, the Partnership's principal operating activities derive from
asset rental transactions. Accordingly, the Partnership's principal source of
cash from operations is provided by the collection of periodic rents. These
cash inflows are used to satisfy debt service obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $1,089,195 and $746,114 for the six
months ended June 30, 1996 and 1995, respectively. Future renewal, re-lease and
equipment sale activities will cause a gradual decline in the Partnership's
lease revenues and corresponding sources of operating cash. Overall, expenses
associated with rental activities, such as management fees, and net cash flow
from operating activities will 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 six months
ended June 30, 1996, the Partnership realized $558,448 in equipment sale
proceeds compared to $25,493 for the same period in 1995. Future inflows of
cash from asset disposals will vary in timing and amount and will be influenced
by many factors including, but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market conditions.
The Partnership obtained long-term financing in connection with certain
equipment leases. The origination of such indebtedness and the subsequent
repayments of principal are reported as components of financing activities.
Cash inflows of $737,116 during the six months ended June 30, 1995 resulted from
leveraging a portion of the Partnership's equipment portfolio with third-party
lenders. 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 decline as the principal balance of
notes payable is reduced through the collection and application of rents.
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 six months ended June 30, 1996, the Partnership declared
total cash distributions of Distributable Cash From Operations and Distributable
Cash From Sales and Refinancings of $226,352. In accordance with the Amended
and Restated Agreement and Certificate of Limited Partnership, the Limited
Partners were allocated 95% of these distributions, or $215,034 and the General
Partner was allocated 5%, or $11,318. The second quarter 1996 cash distribution
was paid on July 15, 1996.
Cash distributions paid to the Limited Partners consist of both a return of
and a return on capital. To the extent that cash distributions consist of Cash
From Sales or Refinancings, substantially all of such cash
11
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
FORM 10-Q
PART I. FINANCIAL INFORMATION
distributions should be viewed as a return of capital. Cash distributions do not
represent and are not indicative of yield on investment. Actual yield on
investment cannot be determined with any certainty until conclusion of the
Partnership and will be dependent upon the collection of all future contracted
rents, the generation of renewal and/or re-lease rents, and the residual value
realized for each asset at its disposal date. Future market conditions,
technological changes, the ability of AFG to manage and remarket the assets, and
many other events and circumstances, could enhance or detract from individual
asset yields and the collective performance of the Partnership's equipment
portfolio.
The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly dependent upon the collection of contractual rents and the
outcome of residual activities. The General Partner anticipates that cash
proceeds resulting from these sources will satisfy the Partnership's future
expense obligations. However, the amount of cash available for distribution in
future periods will fluctuate. Equipment lease expirations and asset disposals
will cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
In addition, the Partnership may be required to incur asset refurbishment or
upgrade costs in connection with future remarketing activities. Accordingly,
fluctuations in the level of quarterly cash distributions will occur during the
life of the Partnership.
12
AMERICAN INCOME FUND I-B,
a Massachusetts Limited Partnership
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 7 herein and to Note 7 in
the 1995 Annual Report.
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6(a). Exhibits
Response: None
Item 6(b). Reports on Form 8-K
Response: None
13
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME 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: August 14, 1996
--------------------------------------
By: /s/ Gary M. Romano
----------------------------------------
Gary M. Romano
Clerk of AFG Leasing VI Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 14, 1996
--------------------------------------
14