PHOENIX LEASING INCOME FUND 1981
10-Q, 1996-05-14
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 March 31, 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)

                                                         March 31, December 31,
                                                            1996       1995
                                                            ----       ----
ASSETS

Cash and cash equivalents                                  $   540    $ 1,127

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

Notes receivable                                                11         11

Equipment on operating leases and held for lease
  (net of accumulated depreciation of $359 and $360
  at March 31, 1996 and December 31, 1995, respectively)         7         13

Investment in joint ventures                                   160        165

Other assets                                                    38         32
                                                           -------    -------

  Total Assets                                             $   757    $ 1,354
                                                           =======    =======


LIABILITIES AND PARTNERS' CAPITAL

Liabilities

  Accounts payable and accrued expenses                    $    60    $    48
                                                           -------    -------

  Total Liabilities                                             60         48
                                                           -------    -------

Partners' Capital

  General Partners                                            --            2

  Limited Partners, 25,000 units authorized, 20,883
     units issued and 18,762 units outstanding at
     March 31, 1996 and December 31, 1995                      708      1,318

  Unrealized losses on marketable securities
     available-for-sale                                        (11)       (14)
                                                           -------    -------

  Total Partners' Capital                                      697      1,306
                                                           -------    -------

   Total Liabilities and Partners' Capital                 $   757    $ 1,354
                                                           =======    =======

        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 11


                          PHOENIX LEASING INCOME FUND 1981
                              STATEMENTS OF OPERATIONS
                 (Amounts in Thousands Except for Per Unit Amounts)
                                     (Unaudited)



                                                     Three Months Ended
                                                          March 31,
                                                       1996       1995
                                                       ----       ----

INCOME

   Rental income                                     $    20   $    22
   Equity in earnings from joint ventures, net            25        21
   Interest income                                         9        14
                                                     -------   -------

      Total Income                                        54        57
                                                     -------   -------


EXPENSES

   Depreciation                                            6         6
   Management fees to General Partner                      2         3
   Liquidation fees to General Partner                    67        70
   Legal expense                                          11         -
   General and administrative expenses                    13        10
                                                     -------   -------

      Total Expenses                                      99        89
                                                     -------   -------

NET LOSS                                             $   (45)  $   (32)
                                                     =======   =======


NET LOSS PER LIMITED
   PARTNERSHIP UNIT                                  $ (2.55)  $ (1.96)
                                                     =======   =======

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

ALLOCATION OF INCOME(LOSS):
   General Partners                                  $     3   $     5
   Limited Partners                                      (48)      (37)
                                                     -------   -------

                                                     $   (45)  $   (32)
                                                     =======   =======













        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 11


                          PHOENIX LEASING INCOME FUND 1981
                              STATEMENTS OF CASH FLOWS
                               (Amounts in Thousands)
                                     (Unaudited)

                                                              Three Months Ended
                                                                   March 31,
                                                              1996          1995
                                                              ----          ----

Operating Activities:

  Net loss                                                 $   (45)     $   (32)

  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation                                               6            6
      Equity in earnings from joint ventures, net              (25)         (21)
      Decrease in accounts receivable                            5           17
      Increase (decrease) in accounts payable and
        accrued expenses                                        12          (31)
      Decrease (increase) in other assets                       (3)           3
                                                           -------      -------
Net cash used by operating activities                          (50)         (58)
                                                           -------      -------

Investing Activities:

     Principal payments, financing leases                     --              2
     Principal payments, notes receivable                     --             10
     Distributions from joint ventures                          30           49
                                                           -------      -------

Net cash provided by investing activities                       30           61
                                                           -------      -------

Financing Activities:

     Distributions to partners                                (567)        (563)
                                                           -------      -------

Net cash used by financing activities                         (567)        (563)
                                                           -------      -------

Decrease in cash and cash equivalents                         (587)        (560)

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

Cash and cash equivalents, end of period                   $   540      $   949
                                                           =======      =======

        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 March 31, 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 three months ended March 31, 1996 was approximately $11,000.

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

        Net income (loss) and  distributions  per limited  partnership unit were
based on the limited partner's share of net income (loss) and distributions, and
the weighted average number of units  outstanding of 18,762 for the three months
ended March 31, 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
                                                                 March  31,
                                                             1996          1995
                                                             ----          ----
INCOME
Rental income                                              $  682         $  919
Gain on sale of equipment                                     248            578
Other income                                                   41             60
                                                           ------         ------

      Total income                                            971          1,557
                                                           ------         ------

EXPENSES
Depreciation                                                   89            347
Lease related operating expenses                              464            734
Management fees to General Partner                             32             64
General and administrative expenses                             6              7
                                                           ------         ------

      Total expenses                                          591          1,152
                                                           ------         ------

Net income                                                 $  380         $  405
                                                           ======         ======

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
                                                                   March 31,
                                                               1996         1995
                                                               ----         ----
INCOME
Interest income - notes receivable                              $17          $28
Other income                                                      2            4
                                                                ---          ---

      Total income                                               19           32
                                                                ---          ---

EXPENSES
Management fees to General Partner                               --            2
General and administrative expenses                               4            6
                                                                ---          ---

      Total expenses                                              4            8
                                                                ---          ---

Net income                                                      $15          $24
                                                                ===          ===




<PAGE>


                                                                    Page 7 of 11


Foreclosed Cable System Joint Ventures

      The aggregate  combined  statements of operations of the foreclosed  cable
systems joint ventures is presented below:

                          COMBINED STATEMENTS OF OPERATIONS
                                (Amounts in Thousands)
                                                              Three Months Ended
                                                                   March 31,
                                                                1996        1995
                                                                ----        ----
INCOME
Subscriber revenue                                             $ 133      $ 146
Other income                                                       3          2
                                                               -----      -----

      Total income                                               136        148
                                                               -----      -----

EXPENSES
Depreciation and amortization                                     49         55
Program services                                                  44         51
Management fees to an affiliate of the General Partner             6          7
Provision for losses on accounts receivable                        1          1
General and administrative expenses                               48         48
                                                               -----      -----

      Total expenses                                             148        162
                                                               -----      -----

Net loss before income taxes                                     (12)       (14)

Income tax expense                                                (1)        (1)
                                                               -----      -----

Net loss                                                       $ (13)     $ (15)
                                                               =====      =====




<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 a net loss of $45,000 for the three months ended
March 31, 1996,  as compared to a net loss of $32,000 for the same period in the
preceding  year. The increase in the net loss during 1996 is  attributable to an
increase in total expenses.

      Total  revenues  for the three  months  ended March 31, 1996  decreased by
$3,000,  as compared to the prior year.  The  decrease in total  revenues is the
result of a decline of $5,000 in interest  income earned from the  Partnership's
cash and cash equivalents. The decline in interest income is partially offset by
an  increase in earnings  from joint  ventures of $4,000,  which will be further
discussed under "Joint Ventures".

      In addition  to the  decrease in interest  income,  the  Partnership  also
experienced  a decrease in rental  income.  The  reduction  in rental  income of
$2,000 for the three months ended March 31, 1996, as compared to the same period
in the prior year,  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 March 31, 1996, the  Partnership  owned equipment with
an aggregate original cost of $571,000 compared to $807,000 at March 31, 1995.

      Total  expenses  increased by $10,000 for the three months ended March 31,
1996,  as compared to the same period in the  preceding  year.  The  increase is
primarily  attributable to an increase in legal expense of $11,000 for the three
months  ended March 31,  1996,  as  compared  to the same  period in 1995.  This
increase  is  primarily  due  to  legal  costs  incurred  on  a  defaulted  note
receivable.

       The increase in general and  administrative  expenses of $3,000 is due to
the write off of sales tax  receivables  for several leases that were determined
to be uncollectible.

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
re-leased at lower rental rates and eventually liquidated.

      The  increase  in  earnings  from joint  ventures  of $4,000 for the three
months ended March 31, 1996,  compared to the same period in the previous  year,
is due to a decrease in lease related operating  expenses,  mainly  maintenance,
remarketing,  and  refurbishing  costs in one of the equipment joint ventures in
which the Partnership has an interest. In addition, this equipment joint venture
experienced a decrease in depreciation expense.






<PAGE>


                                                                    Page 9 of 11


Liquidity and Capital Resources

      The Partnership  reported net cash used by equipment leasing and financing
activities of $50,000  during the three months ended March 31, 1996, as compared
to net cash used of $46,000 during the same period in 1995. The increase in cash
used for the three months ended March 31, 1996 is attributable to an increase in
expenses combined with a decrease in payments from lessees and borrowers.

      Distributions  from joint ventures were $30,000 for the three months ended
March 31, 1996,  compared to $49,000 for the same period in the preceding  year.
The decrease during the three months ended March 31, 1996 is attributable to the
closure of two equipment joint ventures.

      As of March 31, 1996, the Partnership owned equipment being held for lease
with a  purchase  price of  $34,000  and a net book  value  of $0,  compared  to
$238,000  and $2,000,  respectively  at March 31, 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 $567,000 and $563,000 for
the  periods  ended  March 31,  1996 and 1995,  respectively.  As a result,  the
cumulative distributions to the Limited Partners are $20,661,000 and $19,539,000
as of March 31, 1996 and 1995, respectively. The General Partner did not receive
cash  distributions  during the three months ended March 31, 1996 and 1995,  but
did receive 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 the remaining cash, if any.

      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

                                     March 31, 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:

            (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
        ----                         -----                      ---------



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


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


  May 13, 1996             Senior Vice President of       /S/ GARY W. MARTINEZ
- ---------------------      Phoenix Leasing Incorportated  ----------------------
                           General Partner                (Gary W. Martinez)


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


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                          <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                 DEC-31-1996
<PERIOD-END>                      MAR-31-1996
<CASH>                                    540
<SECURITIES>                                0
<RECEIVABLES>                              16
<ALLOWANCES>                                4
<INVENTORY>                                 0
<CURRENT-ASSETS>                            0
<PP&E>                                    366
<DEPRECIATION>                            359
<TOTAL-ASSETS>                            757
<CURRENT-LIABILITIES>                       0
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                                697
<TOTAL-LIABILITY-AND-EQUITY>              757
<SALES>                                     0
<TOTAL-REVENUES>                           54
<CGS>                                       0
<TOTAL-COSTS>                              99
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                          (45)
<INCOME-TAX>                                0
<INCOME-CONTINUING>                      (45)
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                             (45)
<EPS-PRIMARY>                          (2.55)
<EPS-DILUTED>                               0
        

</TABLE>


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