PHOENIX LEASING INCOME FUND 1981
10-Q, 1996-08-13
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                                                    Page 1 of 11


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-Q

   X      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -------   ACT OF 1934

                  For the quarterly period ended June 30, 1996

                                       OR

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

              For the transition period from ________ to ________.


                         Commission File Number 0-11168
                                                -------


                        PHOENIX LEASING INCOME FUND 1981
- --------------------------------------------------------------------------------
                                   Registrant

      California                                          94-2735708
- ---------------------                         ----------------------------------
State of Jurisdiction                         I.R.S. Employer Identification No.

2401 Kerner Boulevard, San Rafael, California                         94901-5527
- --------------------------------------------------------------------------------
   Address of Principal Executive Offices                              Zip Code

       Registrant's telephone number, including area code: (415) 485-4500
                                                          ---------------

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
                            -----                      -----

<PAGE>


                                                                    Page 2 of 11


                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                        PHOENIX LEASING INCOME FUND 1981
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                           June 30, December 31,
                                                             1996       1995
                                                             ----       ----
ASSETS

Cash and cash equivalents                                 $   600     $ 1,127

Accounts  receivable  (net of allowance for
   losses on accounts  receivable of $1
   and $4 at June 30, 1996 and December
   31, 1995, respectively)                                     18           6

Notes receivable                                               11          11

Equipment  on  operating   leases  and  held  for
   lease  (net  of   accumulated depreciation of
   $350 and $360 at June 30, 1996 and December 31,
   1995, respectively)                                          2          13

Investment in joint ventures                                  151         165


Other assets                                                   34          32
                                                          -------     -------

     Total Assets                                         $   816     $ 1,354
                                                          =======     =======


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

     Accounts payable and accrued expenses                $    45     $    48
                                                          -------     -------

     Total Liabilities                                         45          48
                                                          -------     -------

Partners' Capital

     General Partners                                        --             2

     Limited Partners, 25,000 units authorized, 20,883
       units issued and 18,762 units outstanding at
       June 30, 1996 and December 31, 1995                    768       1,318

     Unrealized gains (losses) on available-for-sale
       securities                                               3         (14)
                                                          -------     -------



     Total Partners' Capital                                  771       1,306
                                                          -------     -------

     Total Liabilities and Partners' Capital              $   816     $ 1,354
                                                          =======     =======

                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 3 of 11

<TABLE>
                        PHOENIX LEASING INCOME FUND 1981
                            STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)
<CAPTION>
                                                 Three Months Ended Six Months Ended
                                                      June 30,        June 30,
                                                    1996    1995    1996     1995
                                                    ----    ----    ----     ----
<S>                                                 <C>     <C>     <C>     <C>
INCOME

     Rental income                                  $  26   $  53   $ 46    $  75
     Equity in earnings from joint ventures, net       29      37     54       58
     Interest income, notes receivable               --       129    --       129
     Other income                                      14      23     23       37
                                                    -----   -----   ----    -----

     Total Income                                      69     242    123      299
                                                    -----   -----   ----    -----


EXPENSES

     Depreciation                                       6       6     11       12
     Management fees to General Partner                 3      40      5       43
     Liquidation fees to General Partner               (7)   --       60       70
     Provision for losses on receivables             --       (53)   --       (53)
     General and administrative expenses             --        14     25       24
                                                    -----   -----   ----    -----

     Total Expenses                                     2       7    101       96
                                                    -----   -----   ----    -----

NET INCOME                                          $  67   $ 235   $ 22    $ 203
                                                    =====   =====   ====    =====


NET INCOME PER LIMITED
     PARTNERSHIP UNIT                               $3.21   $11.07  $.66    $9.11
                                                    =====   =====   ====    =====

DISTRIBUTIONS PER LIMITED
     PARTNERSHIP UNIT                                 $--     $--   $29.99  $29.99
                                                    =====   =====   ======  ======

ALLOCATION OF NET INCOME (LOSS):
     General Partners                               $   7   $  27   $ 10    $  32
     Limited Partners                                  60     208     12      171
                                                    -----   -----   ----    -----

                                                    $  67   $ 235   $ 22    $ 203
                                                    =====   =====   ====    =====
</TABLE>


                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 4 of 11

<TABLE>
                        PHOENIX LEASING INCOME FUND 1981
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
<CAPTION>
                                                                 Six Months Ended
                                                                     June 30,
                                                                1996          1995
                                                                ----          ----
<S>                                                           <C>           <C>
Operating Activities:
   Net income                                                 $    22       $   203
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depreciation                                                11            12
       Equity in earnings from joint ventures, net                (54)          (58)
       Provision for losses on notes receivable                  --             (53)
       Decrease (increase) in accounts receivable                 (12)           20
       Decrease in accounts payable and accrued expenses           (3)          (46)
       Gain on sale of securities                                  (5)         --
       Decrease (increase) in other assets                         (4)            5
                                                              -------       -------

Net cash provided (used) by operating activities                  (45)           83
                                                              -------       -------

Investing Activities:
   Principal payments, financing leases                          --               2
   Principal payments, notes receivable                          --             475
   Proceeds from sale of equipment                               --               1
   Proceeds from sale of securities                                24          --
   Distributions from joint ventures                               68            93
                                                              -------       -------

Net cash provided by investing activities                          92           571
                                                              -------       -------

Financing Activities:
   Distributions to partners                                     (574)         (563)
                                                              -------       -------

Net cash used by financing activities                            (574)         (563)
                                                              -------       -------

Increase (decrease) in cash and cash equivalents                 (527)           91

Cash and cash equivalents, beginning of period                  1,127         1,509
                                                              -------       -------

Cash and cash equivalents, end of period                      $   600       $ 1,600
                                                              =======       =======

</TABLE>
                     The accompanying notes are an integral
                            part of these statements.

<PAGE>


                                                                    Page 5 of 11


                        PHOENIX LEASING INCOME FUND 1981

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.       General.

         The accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.

Note 2.       Reclassification.

         Reclassification  - Certain  1995  amounts  have been  reclassified  to
conform to the 1996 presentation.

Note 3.       Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.

Note 4.    Notes Receivable.

           Impaired Notes Receivable.  At June 30, 1996, the recorded investment
in notes that are considered to be impaired  under  Statement No. 114 is $11,000
for which there is no  allowance.  The average  recorded  investment in impaired
loans during the six months ended June 30, 1996 was approximately $11,000.

Note 5.    Net Income (Loss) and Distributions per Limited Partnership Unit.

           Net income and distributions per limited  partnership unit were based
on the limited partner's share of net income and distributions, and the weighted
average number of units  outstanding of 18,762 for the six months ended June 30,
1996 and 1995.  For purposes of allocating  income (loss) and  distributions  to
each individual limited partner, the Partnership allocates net income (loss) and
distributions  based  upon each  respective  limited  partner's  ending  capital
account  balance.  The use of  this  method  accurately  reflects  each  limited
partner's  participation in the partnership  including  reinvestment through the
Capital  Accumulation Plan. As a result the calculation of net income (loss) and
distributions per limited  partnership unit is not indicative of per unit income
(loss) and distributions due to reinvestments  through the Capital  Accumulation
Plan.








<PAGE>


                                                                    Page 6 of 11


Note 6.    Investment in Joint Ventures.

Equipment Joint Ventures

           The  aggregate  combined  statements  of  operations of the equipment
joint ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                         Three Months Ended     Six Months Ended
                                              June 30,              June 30,
                                          1996       1995       1996       1995
                                          ----       ----       ----       ----

INCOME
Rental income                           $  734     $1,217     $1,416     $2,137
Gain on sale of equipment                  295        298        543        875
Other income                                35         49         76        109
                                        ------     ------     ------     ------

         Total income                    1,064      1,564      2,035      3,121
                                        ------     ------     ------     ------

EXPENSES
Depreciation                                84        113        173        460
Lease related operating expenses           422        800        886      1,534
Management fees to General Partner          36         62         68        126
General and administrative expenses          2          4          8         11
                                        ------     ------     ------     ------

         Total expenses                    544        979      1,135      2,131
                                        ------     ------     ------     ------

Net income                              $  520     $  585     $  900     $  990
                                        ======     ======     ======     ======

Financing Joint Ventures

         The aggregate combined  statements of operations of the financing joint
ventures is presented below:

                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)

                                             Three Months Ended Six Months Ended
                                                  June 30,          June 30,
                                               1996     1995     1996     1995
                                               ----     ----     ----     ----
INCOME
Interest income - notes receivable             $ 6      $21      $24      $ 48
Other income                                    16       62       18        67
                                               ---      ---      ---      ----

         Total income                           22       83       42       115
                                               ---      ---      ---      ----




<PAGE>


                                                                    Page 7 of 11


EXPENSES
Management fees to General Partner        1       4       1       5
General and administrative expenses       2       5       7      12
                                        ---     ---     ---     ---

         Total expenses                   3       9       8      17
                                        ---     ---     ---     ---

Net income                              $19     $74     $34     $98
                                        ===     ===     ===     ===


Foreclosed Cable System Joint Ventures

         The aggregate combined statements of operations of the foreclosed cable
systems joint ventures is presented below:
<TABLE>
                        COMBINED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)
<CAPTION>
                                               Three Months Ended    Six Months Ended
                                                     June 30,            June 30,
                                                 1996      1995      1996       1995
                                                 ----      ----      ----       ----
<S>                                             <C>        <C>      <C>        <C>
INCOME
Subscriber revenue                              $ 149      $143     $ 283      $ 289
Other income                                        3         1         6          3
                                                -----      ----     -----      -----

         Total income                             152       144       289        292
                                                -----      ----     -----      -----

EXPENSES
Depreciation and amortization                   $  50      $ 48     $  99      $ 103
Program services                                   48        39        92         90
Management fees to an affiliate of the
  General Partner                                   7         6        13         13
General and administrative expenses                40        32        93         65
Provision for losses on accounts receivable         1         2         3          3
                                                -----      ----     -----      -----

         Total expenses                           146       127       300        274
                                                -----      ----     -----      -----

Net income before income taxes                      6        17       (11)        18
Income tax benefit (expense)                       (3)        8      --           (8)
                                                -----      ----     -----      -----

Net income (loss)                               $   3      $ 25     $ (11)     $  10
                                                =====      ====     =====      =====

</TABLE>


<PAGE>


                                                                    Page 8 of 11


                        PHOENIX LEASING INCOME FUND 1981

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

Results of Operations

         The  Partnership  reported  net income of $67,000 for the three  months
ended June 30,  1996,  as compared to net income of $235,000 for the same period
in the preceding year. During the six months ended June 30, 1996 the Partnership
reported net income of $22,000, as compared to net income of $203,000 during the
same period in 1995.  The decrease in net income during both periods in 1996, as
compared to 1995, is attributable to a decrease in total revenues.

         Total revenues  decreased by $173,000 and $176,000 during the three and
six months ended June 30, 1996, respectively, as compared to the same periods in
the prior  year.  A majority of the  decrease in total  revenues is a decline of
$129,000 in interest  income  earned from notes  receivable.  During the quarter
ended  June 30,  1995,  the  Partnership  received  a  settlement  payment  on a
defaulted note receivable from a cable television system operator. The amount of
the settlement  that exceeded the net carrying value of this note was recognized
as interest income.

         In addition to the decrease in interest  income,  the Partnership  also
experienced a small  decrease in rental income of $27,000 and $29,000 during the
three and six months ended June 30, 1996, respectively,  as compared to the same
periods in 1995.  The  reduction in rental income is reflective of a decrease in
the size of the equipment  portfolio as a result of the ongoing  liquidation  of
equipment.  Because  the  Partnership  is in its  liquidation  stage,  it is not
expected to acquire any additional  equipment.  As a result, rental revenues are
expected to continue to decline as the portfolio is liquidated and the remaining
equipment is re-leased at lower rental rates.  At June 30, 1996, the Partnership
owned equipment with an aggregate original cost of $553,000 compared to $624,000
at June 30, 1995.

         Total expenses  decreased by $5,000 for the three months ended June 30,
1996 but increased $5,000 for the six months ended June 30, 1996, as compared to
the  same  periods  in  1995.  The  increase  is  primarily  attributable  to an
adjustment  to the provision  for losses on  receivables  of $53,000 made during
1995. This downward adjustment to the provision for losses on receivables, which
resulted  in the  recognition  of  income,  was made  upon the  settlement  of a
defaulted  note  receivable  during the second  quarter of 1995,  as  previously
discussed.  Most other expense items  decreased  during the three and six months
ended June 30, 1996, as compared to the same period in 1995.

Joint Ventures

         The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated  partnerships  managed by the General
Partner for the purpose of spreading the risk of investing in certain  equipment
leasing and  financing  transactions.  These joint  ventures  are not  currently
making  any  significant  additional  investments  in new  equipment  leasing or
financing  transactions.  As a  result,  the  earnings  and cash  flow from such
investments  are  anticipated  to  continue  to  decline as the  portfolios  are
released at lower rental rates and eventually liquidated.

         The earnings from joint ventures decreased by $8,000 and $4,000 for the
three and six months ended June 30,  1996,  compared to the same period in 1995,
due to a decrease in rental revenues. The joint ventures also reported decreases
in expenses, however the decrease in revenues exceeded the decrease in expenses.




<PAGE>


                                                                    Page 9 of 11



Liquidity and Capital Resources

         The  Partnership  reported  net  cash  used by  equipment  leasing  and
financing  operations  of $45,000  during the six months ended June 30, 1996, as
compared to net cash provided by equipment  leasing and financing  operations of
$560,000  during the same period in 1995.  During the six months  ended June 30,
1995 the  Partnership  received a  settlement  of a defaulted  note  receivable,
causing  a large  increase  in the  cash  generated  by  equipment  leasing  and
financing operations.

         Distributions  from joint ventures  decreased by $25,000 during the six
months  ended June 30,  1996,  due to a decrease in  revenues  reported by these
joint  ventures.  This decrease was offset by an increase of $24,000 in proceeds
from the sale of marketable securities. The proceeds from the sale of marketable
securities  was  attributable  to the  sale of a  portion  of the  Partnership's
investment in Storage Technology common stock.

         As of June 30, 1996, the  Partnership  owned  equipment  being held for
lease with a purchase  price of $16,000 and a net book value of $0,  compared to
$75,000 and $0,  respectively  at June 30, 1995. The General Partner is actively
engaged,  on  behalf  of  the  Partnership,   in  remarketing  and  selling  the
Partnership's off-lease equipment portfolio.

         The Limited  Partners  received  distributions of $563,000 and $563,000
for the periods  ended June 30, 1996 and 1995,  respectively.  As a result,  the
cumulative distributions to the Limited Partners are $20,661,000 and $19,539,000
as of June 30, 1996 and 1995,  respectively.  The General Partner  received cash
distributions  of $11,000  and $0 during the six months  ended June 30, 1996 and
1995.  The General  Partner  also  received  payment of certain  management  and
liquidation fees.

         As the Partnership's  asset portfolio  continues to decline as a result
of the ongoing  liquidation  of assets,  it is expected that the cash  generated
from  operations  will also  decline.  Due to the decrease in cash  generated by
leasing and financing  activities,  distributions  are being made annually.  The
January 1996 annual  distribution was made at approximately the same rate as the
January 1995  distribution.  The  Partnership  will reach the end of its term on
December 31, 1996 and is therefore  currently in the process of liquidating  its
remaining assets and liabilities.  Upon termination, the Partnership will make a
final distribution to partners of any remaining cash.

         The  Partnership's  term will expire on December 31, 1996. As a result,
the General  Partner is currently in the process of  liquidating  the  remaining
assets. The General Partner is in the process of evaluating the remaining assets
of the Partnership in order to liquidate them through public  auction.  Once the
assets have been liquidated,  the Partnership will make a final  distribution to
the  partners.  The General  Partner  plans to complete the  liquidation  of the
Partnership by December 31, 1996.

         Cash  generated  from leasing and financing  operations has been and is
anticipated  to  continue to be  sufficient  to meet the  Partnership's  ongoing
operational expenses.


<PAGE>


                                                                   Page 10 of 11


                        PHOENIX LEASING INCOME FUND 1981

                                  June 30, 1996

                           Part II. Other Information.


Item 1.       Legal Proceedings.  Inapplicable.

Item 2.       Changes in Securities.  Inapplicable

Item 3.       Defaults Upon Senior Securities.  Inapplicable

Item 4.       Submission of Matters to a Vote of Securities Holders.Inapplicable

Item 5.       Other Information.  Inapplicable

Item 6.       Exhibits and Reports on 8-K:

              a)  Exhibits:  None

                  (27) Financial Data Schedule

              b)  Reports on 8-K:  None


<PAGE>


                                                                   Page 11 of 11




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                PHOENIX LEASING INCOME FUND 1981
                                                          (Registrant)


     Date                      Title                            Signature
     ----                      -----                            ---------

August 13, 1996        Chief Financial Officer,         /S/ PARITOSH K. CHOKSI
- ---------------        Senior Vice President            ------------------------
                       and Treasurer of                 (Paritosh K. Choksi)
                       Phoenix Leasing Incorporated
                       General Partner


August 13, 1996        Senior Vice President,           /S/ BRYANT J. TONG
- ---------------        Financial Operations             ------------------------
                       (Principal Accounting Officer)   (Bryant J. Tong)
                       Phoenix Leasing Incorporated
                       General Partner


August 13, 1996        Partnership Controller           /S/ MICHAEL K. ULYATT
- ---------------        Phoenix Leasing Incorporated     ------------------------
                       General Partner                  (Michael K. Ulyatt)
                       




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                                    <C>
<PERIOD-TYPE>                                                6-MOS
<FISCAL-YEAR-END>                                      DEC-31-1996
<PERIOD-END>                                           JUN-30-1996
<CASH>                                                         600
<SECURITIES>                                                     0
<RECEIVABLES>                                                   30
<ALLOWANCES>                                                     1
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                                 0
<PP&E>                                                         352
<DEPRECIATION>                                                 350
<TOTAL-ASSETS>                                                 816
<CURRENT-LIABILITIES>                                            0
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                         0
<OTHER-SE>                                                     771
<TOTAL-LIABILITY-AND-EQUITY>                                   816
<SALES>                                                          0
<TOTAL-REVENUES>                                               123
<CGS>                                                            0
<TOTAL-COSTS>                                                  101
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                               0
<INCOME-PRETAX>                                                 22
<INCOME-TAX>                                                     0
<INCOME-CONTINUING>                                             22
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                    22
<EPS-PRIMARY>                                                  .66
<EPS-DILUTED>                                                    0
        

</TABLE>


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