PHOENIX LEASING INCOME FUND VI
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 0-12594
                                                -------

                         PHOENIX LEASING INCOME FUND VI
- --------------------------------------------------------------------------------
                                   Registrant

           California                                     94-2869603
- ----------------------------                  ----------------------------------
      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 VI
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)


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

Cash and cash equivalents                              $  447        $2,708

Accounts receivable (net of allowance for
  losses on accounts receivable of $12 and 
  $22 at March 31, 1996 and December 31, 1995,
  respectively)                                            28            30

Equipment on operating leases and held for 
  lease (net of accumulated depreciation of 
  $686 and $746 at March 31, 1996 and December 
  31, 1995, respectively)                                   3             4

Investment in joint ventures                              372           415

Marketable securities, available for sale                 143           121

Other assets                                               10             9
                                                       ------        ------

   Total Assets                                        $1,003        $3,287
                                                       ======        ======


LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                $1,358        $1,471
                                                       ------        ------

   Total Liabilities                                    1,358         1,471
                                                       ------        ------

Partners' Capital (Deficit)

  General Partner                                         399           394

  Limited Partners, 320,000 units authorized
   and issued, 297,165 units outstanding at
   March 31, 1996 and December 31, 1995                  (738)        1,460

  Unrealized losses on available-for-sale securities      (16)          (38)
                                                       ------        ------

   Total Partners' Capital (Deficit)                     (355)        1,816
                                                       ------        ------

   Total Liabilities and Partners' Capital (Deficit)   $1,003        $3,287
                                                       ======        ======


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 3 of 11


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


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

INCOME

  Rental income                                         $   4          $  71
  Gain on sale of equipment                                 2             32
  Equity in earnings from joint ventures, net              52             63
  Other income                                             10             17
                                                        -----          -----

   Total Income                                            68            183
                                                        -----          -----

EXPENSES

  Depreciation                                              1              3
  Lease related operating expenses                          4              1
  Management fees to General Partner                       -               7
  General and administrative expenses                      28             31
                                                        -----          -----

   Total Expenses                                          33             42
                                                        -----          -----

NET INCOME                                              $  35          $ 141
                                                        =====          =====



NET INCOME PER LIMITED PARTNERSHIP UNIT                 $ .10          $ .40
                                                        =====          =====

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT              $7.50          $7.50
                                                        =====          =====

ALLOCATION OF NET INCOME:
  General Partner                                       $   5          $  21
  Limited Partners                                         30            120
                                                        -----          -----

                                                        $  35          $ 141
                                                        =====          =====


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 4 of 11


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



                                                            Three Months Ended
                                                                 March 31,
                                                             1996        1995
                                                             ----        ----
Operating Activities:

  Net income                                               $   35      $  141

  Adjustments to reconcile net income to net
   cash used by operating activities:
     Depreciation                                               1           3
     Gain on sale of equipment                                 (2)        (32)
     Equity in earnings from joint ventures, net              (52)        (63)
     Decrease in accounts receivable                            2          -
     Decrease in accounts payable and accrued expenses       (113)       (919)
     Decrease (increase) in other assets                       (1)         10
                                                           ------      ------

Net cash used by operating activities                        (130)       (860)
                                                           ------      ------

Investing Activities:

  Principal payments, notes receivable                         -           24
  Proceeds from sale of equipment                               2          32
  Distributions from joint ventures                            95         102
                                                           ------      ------

Net cash provided by investing activities                      97         158
                                                           ------      ------

Financing Activities:

  Distributions to partners                                (2,228)     (2,228)
                                                           -------     ------

Net cash used by financing activities                      (2,228)     (2,228)
                                                           -------     ------

Decrease in cash and cash equivalents                      (2,261)     (2,930)

Cash and cash equivalents, beginning of period              2,708       3,892
                                                           ------      ------

Cash and cash equivalents, end of period                   $  447      $  962
                                                           ======      ======


        The accompanying notes are an integral part of these statements.

<PAGE>


                                                                    Page 5 of 11


                         PHOENIX LEASING INCOME FUND VI
                          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 1996 amounts have been reclassified to conform
to the 1995 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.  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 297,165 for the three month periods 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 5.  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                                              $  672      $  919
Gain on sale of equipment                                     248         578
Other income                                                   41          61
                                                           ------      ------

      Total income                                            961       1,558
                                                           ------      ------

EXPENSES
Depreciation                                                   89         347
Lease related  operating expenses                             464         731
Management fees to General Partner                             31          64
General and administrative expenses                             3           5
                                                           ------      ------

      Total expenses                                          587       1,147
                                                           ------      ------

Net income                                                 $  374      $  411
                                                           ======      ======

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 Systems Joint Venture

      The statements of operations of the foreclosed cable systems joint venture
is presented below:

                            STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)
                                                            Three Months Ended
                                                                 March 31,
                                                             1996        1995
                                                             ----        ----

INCOME
Subscriber revenue                                         $   54       $ 170
Gain on sale cable system                                   1,240          -
Other income                                                    9           3
                                                           ------       -----
      Total income                                          1,303         173
                                                           ------       -----

EXPENSES
Depreciation and amortization                                  13          38
Program services                                               12          44
Management fees to an affiliate of the General Partner        120           8
General and administrative expenses                            46          55
Provision for losses on accounts receivable                    -            2
                                                           ------       -----
      Total expenses                                          191         147
                                                           ------       -----
Net income                                                 $1,112       $  26
                                                           ======       =====



<PAGE>


                                                                    Page 8 of 11


                         PHOENIX LEASING INCOME FUND VI

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

Results of Operations

      The  Partnership  reported a decrease in net income of $106,000 during the
three  months  ended March 31,  1996,  compared to the same period in 1995.  The
decrease in net income during the three months ended March 31, 1996, compared to
the same period in 1995, is attributable to an overall decline in revenues.

      Total revenues  decreased by $115,000  during the three months ended March
31,  1996,  when  compared  to the same  period in 1995.  The  decrease in total
revenues during the three months ended March 31, 1996 was primarily attributable
to  decreases  in rental  income of $67,000  and a  decrease  in gain on sale of
equipment of $30,000.  This  decrease in rental  income is  attributable  to the
decrease in the  equipment  owned by the  Partnership.  At March 31,  1996,  the
Partnership owned equipment with an aggregate original cost $965,000 as compared
to $3.4  million  at  March  31,  1995.  The  Partnership  is  currently  in its
liquidation phase. As a result, the equipment portfolio will continue to decline
as the  Partnership  continues to liquidate its remaining  equipment as it comes
off lease.  The decreased  gain on sale of equipment is the result of a decrease
in the amount of equipment sold during the three months ended March 31, 1996, as
compared to the same period in 1995.

      Total expenses decreased by $9,000 during the three months ended March 31,
1996,  as  compared to the same period in 1995.  The  decrease  during the three
months ended March 31, 1996, as compared to the same period in 1995, is due to a
$7,000 decrease in management  fees, the result of decreased  revenues earned by
the  Partnership.  The Partnership  experienced  decreases in most other expense
categories  during the three months ended March 31, 1996,  when  compared to the
same period in 1995.

      Because the  Partnership is in its  liquidation  stage, it is not expected
that the Partnership will acquire any additional  equipment.  As a result, lease
related  revenues  and  expenses  are  expected  to  continue  to decline as the
portfolio is liquidated and the remaining equipment is re-leased at lower rental
rates. The Partnership will reach the end of its term on December 31, 1997.

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.

      Earnings from joint ventures  decreased by $11,000 during the three months
ended March 31, 1996, compared to the same period in 1995. This decrease was due
to a decrease in the earnings from an investment in a new joint venture that was
formed upon the receipt of a legal settlement during October of 1994.

Liquidity and Capital Resources

During the three months  ended March 31, 1996,  the net cash used by leasing and
financing  activities was $130,000,  as compared to the net cash used by leasing
and  financing  activities  of $836,000  during the three months ended March 31,
1995.  The use of cash during both periods was  attributable  to the decrease in
accounts  payable and accrued  expenses.  The  decrease in accounts  payable and
accrued expenses is the result of the payment of liquidation fees payable to the
General Partner.


<PAGE>


                                                                    Page 9 of 11


      The distributions  from joint ventures  continues to be one of the primary
sources of cash  generated by the  Partnership.  Cash  distributions  from joint
ventures decreased by $7,000 for the three months ended March 31, 1996, compared
to the same period in 1995.

       As of March 31, 1996, the Partnership owned equipment held for lease with
a purchase  price of  $807,000  and a net book value of $3,000,  as  compared to
$2,388,000  and $0 at March 31,  1995,  respectively.  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 their annual  distributions  of $2,228,000
during both the three  months  ended March 31, 1996 and 1995.  As a result,  the
cumulative  cash  distributions  to the Limited  Partners  are  $75,915,000  and
$73,687,000 at March 31, 1996 and 1995,  respectively.  The General  Partner did
not receive distributions during the three months ended March 31, 1996 and 1995.

      Distributions  are made on an annual  basis  with a  distribution  date of
January 15. The distribution  made in January of 1996 was at  approximately  the
same rate as January of 1995. The distribution to be made in January of 1997 has
not yet been determined.

      As the Partnership's  asset portfolio  continues to decline as a result of
the on-going  liquidation of assets, it is expected that the cash generated from
operations  will  also  decline.  Cash  generated  from  leasing  and  financing
operations  has been and is anticipated to continue to be sufficient to meet the
Partnership's on-going operational expenses.


<PAGE>


                                                                   Page 10 of 11


                         PHOENIX LEASING INCOME FUND VI

                                 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 VI
                                          ------------------------------
                                                   (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 Incorporated     ----------------------
                         General Partner                  (Gary W. Martinez)


    May 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>                           3-MOS
<FISCAL-YEAR-END>                 DEC-31-1996
<PERIOD-END>                      MAR-31-1996
<CASH>                                    447
<SECURITIES>                              143
<RECEIVABLES>                              40
<ALLOWANCES>                               12
<INVENTORY>                                 0
<CURRENT-ASSETS>                            0
<PP&E>                                    689
<DEPRECIATION>                            686
<TOTAL-ASSETS>                          1,003
<CURRENT-LIABILITIES>                       0
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                              (355)
<TOTAL-LIABILITY-AND-EQUITY>            1,003
<SALES>                                     0
<TOTAL-REVENUES>                           68
<CGS>                                       0
<TOTAL-COSTS>                              33
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                            35
<INCOME-TAX>                                0
<INCOME-CONTINUING>                        35
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                               35
<EPS-PRIMARY>                             .10
<EPS-DILUTED>                               0
        

</TABLE>


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