PHOENIX LEASING INCOME FUND VII
10-Q, 1995-11-13
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                                                                    Page 1 of 13


                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 September 30, 1995

                                       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 0-12593



                         PHOENIX LEASING INCOME FUND VII
                                   Registrant

           California                                     68-0001202
      State of Jurisdict                      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 13

<TABLE>
                                      Part I. Financial Information
                                      Item 1. Financial Statements
                             PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                                       CONSOLIDATED BALANCE SHEETS
                             (Amounts in Thousands Except for Unit Amounts)
                                               (Unaudited)
<CAPTION>
                                                                                         September 30,  December 31,
                                                                                              1995          1994
                                                                                              ----          ----
<S>                                                                                          <C>          <C>
ASSETS

Cash and cash equivalents                                                                   $3,327        $1,248

Accounts receivable (net of allowance for losses on accounts receivable
   of $62 and $132 at September 30, 1995 and December 31, 1994, respectively)                   75           155

Notes receivable (net of allowance for losses on notes receivable of $359 and
   $401 at September 30, 1995 and December 31, 1994, respectively)                             325         1,867

Equipment on operating leases and held for lease (net of accumulated depreciation
   and obsolescence  reserves of $3,342 and $6,009 at September 30, 1995 and
   December 31, 1994, respectively)                                                            232           533

Net investment in financing leases (net of allowance for early terminations of $71
   at September 30, 1995 and December 31, 1994)                                                106           550

Property, cable systems and equipment (net of accumulated depreciation of $210
   and $124 at September 30, 1995 and December 31, 1994, respectively)                         931           993

Cable subscriber lists and franchise rights (net of accumulated amortization of $310
   and $189 at September 30, 1995 and December 31, 1994, respectively)                         982         1,103

Investment in joint ventures                                                                 1,111         1,339

Other assets                                                                                    75           358
                                                                                            ------        ------

     Total Assets                                                                           $7,164        $8,146
                                                                                            ======        ======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses                                                    $1,563        $2,390
                                                                                            ------        ------

     Total Liabilities                                                                       1,563         2,390
                                                                                            ------        ------

Partners' Capital

   General Partner                                                                             227            57

   Limited Partners, 480,000 units authorized, 366,432 units issued and
     345,974 units outstanding at September 30, 1995 and December 31, 1994                   5,374         5,699
                                                                                            ------        ------

     Total Partners' Capital                                                                 5,601         5,756
                                                                                            ------        ------

     Total Liabilities and Partners' Capital                                                $7,164        $8,146
                                                                                            ======        ======

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


                                                                    Page 3 of 13

<TABLE>
                             PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Amounts in Thousands Except for Per Unit Amounts)
                                               (Unaudited)
<CAPTION>
                                                        Three Months Ended          Nine Months Ended
                                                           September 30,               September 30,
                                                        1995          1994          1995          1994
                                                        ----          ----          ----          ----
<S>                                                   <C>           <C>           <C>           <C>
INCOME

   Rental income                                      $  268        $  298        $  983        $1,252
   Cable subscriber revenues                             148           139           434           411
   Equity in earnings from joint ventures, net           108            67           287           173
   Interest income, notes receivable                       6            24           425            74
   Other income                                           17            31           125           122
                                                      ------        ------        ------        ------

     Total Income                                        547           559         2,254         2,032
                                                      ------        ------        ------        ------

EXPENSES

   Depreciation and amortization                         190           207           481           695
   Lease related operating expenses                        7            19            19            98
   Program service, cable system                          39            29           105            89
   Management fees to General Partner                     27            48           223           186
   Provision for losses on receivables                    33             7            20            32
   Interest expense                                     --              32          --              99
   General and administrative expenses                    79           130           278           375
                                                      ------        ------        ------        ------

     Total Expenses                                      375           472         1,126         1,574
                                                      ------        ------        ------        ------

Net income before income taxes                           172            87         1,128           458
Income tax benefit                                        12          --               2          --
                                                      ------        ------        ------        ------

NET INCOME                                            $  184        $   87        $1,130        $  458
                                                      ======        ======        ======        ======



NET INCOME PER LIMITED
   PARTNERSHIP UNIT                                   $  .46        $  .25        $ 2.78        $ 1.31
                                                      ======        ======        ======        ======

DISTRIBUTIONS PER LIMITED
   PARTNERSHIP UNIT                                   $ 3.72        $ 3.72        $ 3.72        $ 7.50
                                                      ======        ======        ======        ======

ALLOCATION OF NET INCOME:
   General Partner                                    $   27        $    1        $  169        $    5
   Limited Partners                                      157            86           961           453
                                                      ------        ------        ------        ------

                                                      $  184        $   87        $1,130        $  458
                                                      ======        ======        ======        ======

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


                                                                    Page 4 of 13

<TABLE>
                             PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (Amounts in Thousands)
                                               (Unaudited)
<CAPTION>
                                                                                            Nine Months Ended
                                                                                              September 30,
                                                                                           1995            1994
                                                                                           ----            ----
<S>                                                                                     <C>             <C>
Operating Activities:
   Net income                                                                           $ 1,130         $   458

     Adjustments  to  reconcile  net  income  to net  cash  provided  (used)  by
       operating activities:
         Depreciation and amortization                                                      481             695
         Gain on sale of equipment                                                          (75)            (93)
         Equity in earnings from joint ventures, net                                       (287)           (173)
         Provision for early termination, financing leases                                 --                28
         Provision for losses on notes receivable                                           (27)           --
         Provision for losses on accounts receivable                                         47               4
         Gain on sale of marketable securities                                             --                (1)
         Decrease in accounts receivable                                                     33             181
         Decrease in accounts payable and accrued expenses                                 (827)         (1,882)
         Increase in deferred income tax asset                                               (4)           --
         Decrease in other assets                                                           298              34
                                                                                        -------         -------

Net cash provided (used) by operating activities                                            769            (749)
                                                                                        -------         -------

Investing Activities:
   Principal payments, financing leases                                                     398             915
   Principal payments, notes receivable                                                   1,569             571
   Proceeds from sale of equipment                                                          148             189
   Proceeds from sale of marketable securities                                             --                 1
   Distributions from joint ventures                                                        505             160
   Purchase of equipment                                                                   --                (2)
   Investment in joint ventures                                                            --               (45)
   Property, plant and equipment, cable systems                                             (24)            (93)
                                                                                        -------         -------

Net cash provided by investing activities                                                 2,596           1,696
                                                                                        -------         -------

Financing Activities:
   Payments of principal, notes payable                                                    --            (1,720)
   Distributions to partners                                                             (1,286)         (2,594)
                                                                                        -------         -------

Net cash used by financing activities                                                    (1,286)         (4,314)
                                                                                        -------         -------

Increase (decrease) in cash and cash equivalents                                          2,079          (3,367)

Cash and cash equivalents, beginning of period                                            1,248           4,129
                                                                                        -------         -------

Cash and cash equivalents, end of period                                                $ 3,327         $   762
                                                                                        =======         =======

Supplemental Cash Flow Information:
   Cash paid for interest expense                                                       $  --           $   123

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


                                                                    Page 5 of 13


                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY
                   NOTES TO CONSOLIDATED 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.

         Financial  Accounting  Pronouncements.  In March  1995,  the  Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed  of," which  requires that  long-lived  assets and certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability,  the entity  would  estimate  the future cash flows  expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the  carrying  amount  of the  asset,  an  impairment  loss is  recognized.
Measurement  of an  impairment  loss  for  long-lived  assets  and  identifiable
intangibles  that an entity  expects to hold and use should be based on the fair
value of the asset.  Statement No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Partnership  does not expect
the  adoption  of this  statement  to have a  material  impact on its  financial
position and results of operations. The Partnership plans to adopt Statement No.
121 on January 1, 1996.

         Non Cash Investing Activities.  During the quarter ended June 30, 1995,
the  Partnership  received a final  distribution of common stock from one of its
investments in equipment  joint  ventures.  The market value of the stock at the
distribution date was $9,000.

Note 2.       Reclassification.

         Reclassification  - Certain  1994  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.

         Phoenix  Cablevision of Oregon,  Inc. (the Subsidiary) is a corporation
subject to state and  federal tax  regulations.  The  Subsidiary  reports to the
taxing  authority on the accrual basis.  When income and expenses are recognized
in  different  periods  for  financial  reporting  purposes  than for income tax
purposes,  deferred taxes are provided for such differences  using the liability
method.



<PAGE>


                                                                    Page 6 of 13


Note 4.       Notes Receivable.

         Impaired Notes Receivable.  On January 1, 1995, the Partnership adopted
Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors
for  Impairment of a Loan," and Statement No. 118,  "Accounting by Creditors for
Impairment of a Loan - Income  Recognition and  Disclosures."  Statement No. 114
requires that certain  impaired  loans be measured based on the present value of
expected  cash flows  discounted  at the loan's  effective  interest  rate;  or,
alternatively,  at the loan's  observable  market price or the fair value of the
collateral if the loan is collateral dependent. Prior to 1995, the allowance for
losses on notes receivable was based on the undiscounted  cash flows or the fair
value of the collateral for collateral dependent loans.

         In  accordance  with  Statement  No.  114,  a  loan  is  classified  as
in-substance foreclosure when the Company has taken possession of the collateral
regardless  of  whether  formal   foreclosure   proceedings  take  place.  Notes
receivable  previously  classified as in-substance  foreclosed cable systems but
for which the  Company  had not taken  possession  of the  collateral  have been
reclassified to notes receivable.

         At  September  30,  1995 the  recorded  investment  in  notes  that are
considered to be impaired  under  Statement  114 was $151,000.  Included in this
amount is $114,000 of impaired notes for which the related  allowance for losses
is  $11,000  and  $37,000 of  impaired  notes for which  there is no  allowance.
Generally,  notes  receivable  are  classified  as  impaired  and the accrual of
interest on such notes is discontinued when the contractual payment of principal
or interest has become 90 days past due or management  has serious  doubts about
further  collectibility  of the  contractual  payments.  Any  payments  received
subsequent  to the placement of the note  receivable on to impaired  status will
generally be applied  towards the reduction of the  outstanding  note receivable
balance,  which may include  previously  accrued  interest as well as principal.
Once the principal and accrued  interest  balance has been reduced to zero,  the
remaining payments will be applied to interest income.

         During the quarter  ended June 30,  1995,  the  Partnership  received a
settlement  on one of its  notes  receivable  from  a  cable  television  system
operator  which was  considered  to be impaired  under  Statement  No. 114.  The
Partnership  received a partial  recovery of $27,000 as a  settlement  which was
applied towards the $41,000 outstanding note receivable  balance.  The remaining
balance of $14,000  was  written-off  through  its  related  allowance  for loan
losses.  The  related  allowance  for loan losses for this note  receivable  was
provided for in a previous year in an amount equal to the carrying  value of the
note.  Upon receipt of the settlement of this note  receivable,  the Partnership
reduced the allowance  for loan losses by $27,000  during the quarter ended June
30, 1995.  This  reduction in the  allowance  for loan losses was  recognized as
income during the period.

         The activity in the allowance for losses on notes receivable during the
nine months ended September 30, is as follows:
                                                1995          1994
                                                ----          ----
                                              (Amounts In Thousands)
              Beginning balance                $ 401         $ 401
                   Provision for losses          (27)         --
                   Write downs                   (15)         --
                                               -----         -----
              Ending balance                   $ 359         $ 401
                                               =====         =====


<PAGE>


                                                                    Page 7 of 13



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  345,974  for the nine  months  ended
September  30, 1995 and 1994.  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.

Note 6.       Investment in Joint Ventures.

Equipment Joint Ventures

         The aggregate combined  statements of operations of the equipment joint
ventures is presented below:
<TABLE>
                                  COMBINED STATEMENTS OF OPERATIONS
                                       (Amounts in Thousands)
<CAPTION>
                                             Three Months Ended           Nine Months Ended
                                                September 30,               September 30,
                                             1995          1994          1995          1994
                                             ----          ----          ----          ----
<S>                                        <C>           <C>           <C>           <C>
INCOME
Rental income                              $  763        $  112        $2,122        $  475
Gain on sale of equipment                     140            47           262           155
Other income                                  570           110           676           142
                                           ------        ------        ------        ------

         Total Income                       1,473           269         3,060           772
                                           ------        ------        ------        ------

EXPENSES
Depreciation                                  628             2           855             5
Lease related operating expenses              338            36           899           304
Management fees to General Partner             76             8           144            25
General and administrative expenses          --              28             3            83
                                           ------        ------        ------        ------

         Total Expenses                     1,042            74         1,901           417
                                           ------        ------        ------        ------

Net Income                                 $  431        $  195        $1,159        $  355
                                           ======        ======        ======        ======
</TABLE>



<PAGE>


                                                                    Page 8 of 13


Financing Joint Ventures

     The aggregate  combined  statements  of  operations of the financing  joint
ventures is presented below:
<TABLE>
                             COMBINED STATEMENTS OF OPERATIONS
                                  (Amounts in Thousands)
<CAPTION>
                                          Three Months Ended      Nine Months Ended
                                             September 30,           September 30
                                           1995        1994        1995        1994
                                           ----        ----        ----        ----
<S>                                        <C>         <C>         <C>         <C>
INCOME
Interest income - notes receivable         $ 14        $ 49        $ 62        $ 48
Other income                                  7           2          74          13
                                           ----        ----        ----        ----

         Total Income                        21          51         136          61
                                           ----        ----        ----        ----

EXPENSES
Management fees to General Partner            2           5           7          17
General and administrative expenses           3           8          15          28
                                           ----        ----        ----        ----

         Total Expenses                       5          13          22          45
                                           ----        ----        ----        ----

Net Income                                 $ 16        $ 38        $114        $ 16
                                           ====        ====        ====        ====
</TABLE>

Foreclosed Cable Systems 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          Nine Months Ended
                                                       September 30,              September 30,
                                                    1995          1994         1995          1994
                                                    ----          ----         ----          ----
<S>                                                <C>           <C>          <C>           <C>
INCOME
Subscriber revenue                                 $ 222         $ 115        $ 653         $ 239
Other income                                           3             1            7             3
                                                   -----         -----        -----         -----
         Total Income                                225           116          660           242
                                                   -----         -----        -----         -----

EXPENSES
Depreciation and amortization                         65            15          200            46
Program services                                      76            19          209            55
Management fees to an affiliate of the
  General Partner                                     10             5           29            10
General and administrative expenses                   69            26          186            58
Provision for losses on accounts receivable            2             1            7             2
                                                   -----         -----        -----         -----
         Total Expenses                              222            66          631           171
                                                   -----         -----        -----         -----
Net income before income taxes                         3            50           29            71
Income tax expense                                    (6)         --            (13)         --
                                                   -----         -----        -----         -----
Net Income (Loss)                                  $  (3)        $  50        $  16         $  71
                                                   =====         =====        =====         =====
</TABLE>

<PAGE>


                                                                    Page 9 of 13


                 PHOENIX LEASING INCOME FUND VII AND SUBSIDIARY


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

Results of Operations

         Phoenix  Leasing  Income  Fund  VII and  Subsidiary  (the  Partnership)
reported net income of $184,000 and $1,130,000  during the three and nine months
ended September 30, 1995, respectively, as compared to net income of $87,000 and
$458,000 during the same periods in the preceding year.

         Total  revenues  decreased  by  $12,000  for  the  three  months  ended
September  30,  1995,  but  increased  by $222,000  during the nine months ended
September 30, 1995, when compared to the same periods in the previous year.

         The small  decrease in total  revenues  during the three  months  ended
September 30, 1995 is due to small  decreases in rental income,  interest income
and other income.  Cable  subscriber  revenues and equity in earnings from joint
ventures  increased  during the three months ended  September 30, 1995, but they
did not increase  enough to completely  offset the  decreases in rental  income,
interest income and other income.

         The  improvement in total  revenues of $222,000  during the nine months
ended  September 30, 1995 is attributable to an increase in interest income from
notes  receivable of $351,000 and an increase in earnings from joint ventures of
$114,000 for the nine months  ended  September  30,  1995,  compared to the same
period in 1994. During the nine months ended September 30, 1995, the Partnership
received  settlements  on  two  defaulted  notes  receivable.   The  Partnership
recognized  interest  income  from the receipt of a  settlement  on one of these
notes receivable.  The settlement of the second note receivable represented only
a partial recovery of the outstanding note receivable balance.

         The Partnership  holds notes  receivable from cable  television  system
operators  and  security  monitoring  companies  with a net  carrying  value  of
approximately  $684,000  of which  $151,000 is  considered  to be in impaired at
September  30, 1995.  The  Partnership  has suspended the accrual of interest on
these  notes and has  provided  an  allowance  for losses on notes.  The General
Partner  is  currently  working  with the  borrowers,  other  creditors  and the
bankruptcy  court in order to seek  remedies  that will maximize the recovery of
the Partnership's investment in these notes.

         Partially  offsetting  the  increase  in  interest  income  from  notes
receivable  is a decrease in rental income of $269,000 for the nine months ended
September  30,  1995,  as compared  to the same  period in the prior  year.  The
decline in rental income,  as well as  depreciation  expense with respect to the
Partnership's  leasing activities,  is the result of an overall reduction in the
size of the equipment  portfolio due to ongoing  sales.  The aggregate  original
cost of equipment  owned  directly by the  Partnership,  excluding  its pro rata
interest in joint  ventures,  is $6.6 million at September 30, 1995, as compared
to $16.1 million at September 30, 1994.

         Total  expenses for the three and nine months ended  September 30, 1995
decreased by $97,000 and $448,000,  as compared to the same periods in 1994. The
decline is  attributable  to the  decrease  in  depreciation  and  amortization,
interest expense,  and general and administrative  expenses.  In addition to the
declining equipment portfolio factor, as previously  discussed,  the decrease in
depreciation  expense  is  also  the  result  of an  increasing  portion  of the
equipment portfolio being fully depreciated.  The absence of interest expense is
due to the Partnership  having paid off its outstanding debt during 1994. One of


<PAGE>


                                                                   Page 10 of 13


the factors  contributing to the decrease in general and administrative  expense
is a decrease in legal expense.

         Because Phoenix Leasing Income Fund VII is in its liquidation stage, it
is not expected that the Partnership  will acquire any additional  equipment for
its leasing  activities.  As a result,  revenues  from  leasing  activities  are
expected to continue to decline as the portfolio is liquidated and the remaining
equipment is released at lower rental rates.

Cable System

         Cable  subscriber   revenues  and  program  services  expense  remained
relatively  the same for the three and nine  months  ended  September  30,  1995
compared to the same periods in 1994.  Cable  subscriber  revenues were $148,000
and $434,000 for the three and nine months ended  September 30, 1995 compared to
$139,000  and $411,000 for the same  periods in 1994.  The  Partnership  assumed
ownership of the cable  television  system on October 28, 1993 at which time all
of the cable system's assets and liabilities,  including the outstanding  senior
debt, was transferred to the  Partnership.  The debt was paid off in full during
the third  quarter of 1994 and as such no interest  expense was incurred  during
the three and nine months  ended  September  30,  1995,  compared to $32,000 and
$99,000 for the same periods in 1994.

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  equipment  joint ventures of $41,000 and
$114,000 for the three and nine months ended  September 30, 1995, as compared to
the same  periods in 1994,  is the result of a new  investment  in an  equipment
joint venture during the fourth quarter of 1994.

Liquidity and Capital Resources

         During the nine months ended  September 30, 1995, the net cash provided
by leasing, financing and cable television activities was $2,736,000 compared to
$737,000  for the same  period  in the  prior  year.  The  increase  in net cash
provided  during  1995,  compared to 1994,  is  attributable  to the increase in
principal  payments  from notes  receivable  of  $998,000  and the  decrease  in
payments on accounts payable of $1,055,000.  The increase in payments from notes
receivable  during  the  nine  months  ended  September  30,  1995 is due to the
Partnership   receiving   settlements  from  notes  receivable  from  two  cable
television system operators that had been in default.

         During the nine months ended September 30, 1994, the  Partnership  paid
liquidation  fees to the  General  Partner  of $1.7  million  which  contributed
significantly  to decreasing the net cash provided for the period.  For the nine
months ended  September 30, 1995,  liquidation  fees of $420,000 was paid to the
General Partner.

         Distributions  from joint  ventures  increased by $345,000 for the nine
months ended  September  30, 1995 compared to the same period in the prior year.
This increase is due to a new investment in an equipment joint venture which was
made during the fourth quarter of 1994.


<PAGE>


                                                                   Page 11 of 13



         As of September 30, 1995,  the  Partnership  owned  equipment  held for
lease  with a  purchase  price of  $1,927,000  and a net book  value of  $14,000
compared to $7,382,000  and $50,000,  respectively  at September  30, 1994.  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 $1,286,000 for the nine
months ended September 30, 1995, as compared to  distributions of $2,594,000 for
the nine months ended  September  30, 1994.  As a result,  the  cumulative  cash
distributions  to the  Limited  Partners  are  $79,981,000  and  $78,694,000  at
September 30, 1995 and 1994,  respectively.  The General Partner did not receive
distributions during the nine months ended September 30, 1995 and 1994.

         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 leasing operations will also decline. Due to the decrease in cash generated
by  leasing  and  financing  activities,  the  Partnership  is no longer  making
quarterly  distributions  to  partners.  The next  distribution  to  partners is
expected to be made in January of 1996.

         Cash on hand  and  cash  generated  from  cable  television,  equipment
leasing and financing  operations  has been and is anticipated to continue to be
sufficient to meet the Consolidated Partnership's ongoing operational expenses.




<PAGE>


                                                                   Page 12 of 13


                         PHOENIX LEASING INCOME FUND VII

                               September 30, 1995

                           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 13 of 13
<TABLE>
                                   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 VII
                                                                                  (Registrant)

<CAPTION>
           Date                                       Title                                     Signature

<S>                                            <C>                                     <C>
November 13, 1995                              Chief Financial Officer,                 /S/ PARITOSH K. CHOKSI
- - -----------------                              Senior Vice President                   ----------------------
                                               and Treasurer of                        (Paritosh K. Choksi)
                                               Phoenix Leasing Incorporated
                                               General Partner


November 13, 1995                              Senior Vice President,                   /S/ BRYANT J. TONG
- - -----------------                              Financial Operations                    ------------------
                                               (Principal Accounting Officer)          (Bryant J. Tong)
                                               and a Director of
                                               Phoenix Leasing Incorporated
                                               General Partner


November 13, 1995                              Senior Vice President of                 /S/ GARY W. MARTINEZ
- - -----------------                              Phoenix Leasing Incorporated            --------------------
                                               General Partner                         (Gary W. Martinez)


November 13, 1995                              Partnership Controller                   /S/ MICHAEL K. ULYATT
- - -----------------                              Phoenix Leasing Incorporated            ---------------------
                                               General Partner                         (Michael K. Ulyatt)

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                                                   <C>
<PERIOD-TYPE>                                                9-MOS
<FISCAL-YEAR-END>                                      DEC-31-1995
<PERIOD-END>                                           SEP-30-1995
<CASH>                                                       3,327
<SECURITIES>                                                     0
<RECEIVABLES>                                                  821
<ALLOWANCES>                                                   421
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                                 0
<PP&E>                                                       4,715
<DEPRECIATION>                                               3,552
<TOTAL-ASSETS>                                               7,164
<CURRENT-LIABILITIES>                                            0
<BONDS>                                                          0
<COMMON>                                                         0
                                            0
                                                      0
<OTHER-SE>                                                   5,601
<TOTAL-LIABILITY-AND-EQUITY>                                 7,164
<SALES>                                                          0
<TOTAL-REVENUES>                                             2,254
<CGS>                                                            0
<TOTAL-COSTS>                                                1,126
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                                20
<INTEREST-EXPENSE>                                               0
<INCOME-PRETAX>                                              1,128
<INCOME-TAX>                                                     2
<INCOME-CONTINUING>                                          1,130
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                 1,130
<EPS-PRIMARY>                                                 2.78
<EPS-DILUTED>                                                    0
        

</TABLE>


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