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 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 0-16615
-------
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
Registrant
California 68-0062480
- ------------------------------ ------------------------------------
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
preceding requirements for the past 90 days.
Yes _X_ No ___
<PAGE>
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Part I. Financial Information
-----------------------------
Item 1. Financial Statements
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
March 31, December 31,
1996 1995
---- ----
ASSETS
Cash and cash equivalents $ 4,633 $ 3,619
Accounts receivable (net of allowance for losses
on accounts receivable of $57 and $63 at
March 31, 1996 and December 31, 1995, respectively) 433 254
Notes receivable (net of allowance for losses on
notes receivable of $1,845 and $3,880 at
March 31, 1996 and December 31, 1995, respectively) 1,487 13,153
Equipment on operating leases and held for lease
(net of accumulated depreciation of $16,298 and
$17,004 at March 31, 1996 and December 31, 1995,
respectively) 73 79
Net investment in financing leases (net of
allowance for early terminations of $0 and $81
at March 31, 1996 and December 31, 1995, respectively) -- 227
Cable systems, property and equipment (net of
accumulated depreciation of $138 and $548 at
March 31, 1996 and December 31, 1995, respectively) 10,539 1,449
Cable subscriber lists (net of accumulated
amortization of $79 and $0 at March 31, 1996 and
December 31, 1995, respectively) 3,732 --
Investment in joint ventures 764 742
Capitalized acquisition fees (net of accumulated
amortization of $8,208 and $7,994 at March 31,
1996 and December 31, 1995, respectively) 68 283
Other assets 427 575
-------- --------
Total Assets $ 22,156 $ 20,381
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 4,390 $ 3,637
Notes payable 729 329
Minority interest in subsidiary 170 311
-------- --------
Total Liabilities 5,289 4,277
-------- --------
Partners' Capital
General Partner (43) (71)
Limited Partners, 600,000 units authorized,
528,151 units issued and 516,716 units
outstanding at March 31, 1996 and
December 31, 1995 16,502 15,618
Unrealized gains on marketable securities
available-for-sale 408 557
-------- --------
Total Partners' Capital 16,867 16,104
-------- --------
Total Liabilities and Partners' Capital $ 22,156 $ 20,381
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
Page 3 of 13
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended
March 31,
1996 1995
---- ----
INCOME
Rental income $ 406 $ 612
Gain on sale of cable system 1,240 --
Gain on sale of equipment 8 178
Interest income, notes receivable 49 98
Cable subscriber revenue 666 169
Other income 152 85
------- -------
Total Income 2,521 1,142
------- -------
EXPENSES
Depreciation and amortization 764 394
Lease related operating expenses 48 69
Program service, cable system 183 44
Management fees to General Partner and affiliate 182 80
Reimbursed administrative costs to General Partner 45 95
Provision for (recovery of) losses on receivables (2,109) 1
Legal expense 122 244
General and administrative expenses 211 140
------- -------
Total Expenses (554) 1,067
------- -------
NET INCOME BEFORE MINORITY INTEREST 3,075 75
Minority interest in earnings of subsidiary (209) (5)
------- -------
NET INCOME $ 2,866 $ 70
======= =======
NET INCOME PER LIMITED PARTNERSHIP UNIT $ 5.49 $ .13
======= =======
DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT $ 3.78 $ 3.78
======= =======
ALLOCATION OF NET INCOME:
General Partner $ 29 $ 1
Limited Partners 2,837 69
------- -------
$ 2,866 $ 70
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
Page 4 of 13
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
1996 1995
---- ----
Operating Activities:
Net income $ 2,866 $ 70
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 764 394
Gain on sale of cable system (1,240) --
Gain on sale of equipment (8) (178)
Equity in earnings from joint ventures (55) (33)
Provision for (recovery of) losses on
notes receivable (2,035) --
Provision for (recovery of) early termination,
financing leases (81) --
Provision for losses on accounts receivable 7 1
Gain on sale of securities (24) --
Decrease (increase) in accounts receivable (208) 209
Increase (decrease) in accounts payable and
accrued expenses 240 (188)
Decrease (increase) in other assets (1) 17
Minority interest in earnings of subsidiary 209 5
Other 217 --
------- -------
Net cash provided by operating activities 651 297
------- -------
Investing Activities:
Principal payments, financing leases -- 225
Principal payments, notes receivable 367 782
Proceeds from sale of cable system 2,611 --
Proceeds from sale of equipment 26 311
Proceeds from sale of securities 24 --
Distributions from joint ventures 33 103
Cable systems, property and equipment (59) (23)
------- -------
Net cash provided by investing activities 3,002 1,398
------- -------
Financing Activities:
Payments of principal, notes payable (200) --
Distributions to partners (1,954) (1,954)
Distributions to minority partners (485) (24)
------- -------
Net cash used by financing activities (2,639) (1,978)
------- -------
Increase (decrease) in cash and cash equivalents 1,014 (283)
Cash and cash equivalents, beginning of period 3,619 4,636
------- -------
Cash and cash equivalents, end of period $ 4,633 $ 4,353
======= =======
Supplemental Cash Flow Information:
Cash paid for interest expense $ 6 $ --
The accompanying notes are an integral part of these statements.
<PAGE>
Page 5 of 13
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
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.
Non-Cash Investing Activities. The Partnership foreclosed upon two cable
television systems during the three months ended March 31, 1996, as discussed in
Note 2 in the consolidated financial statements.
Note 2. Summary of Significant Accounting Policies.
Principles of consolidation. The 1996 financial statements include the
accounts of Phoenix Leasing Cash Distribution Fund III and its majority owned
subsidiaries, Phoenix Black Rock Cable J.V. (a California partnership) and
Phoenix Grassroots Cable Systems, L.L.C. (a Delaware limited liability company)
and its wholly owned subsidiary, Phoenix Concept Cablevision of Indiana, L.L.C.
(a Delaware limited liability company). Hereinafter these entities are
collectively referred to as "the Partnership". All significant intercompany
accounts and transactions have been eliminated in consolidation.
Sale of Cable Television System. On January 17, 1996, Phoenix Black Rock
Cable J.V., a majority owned subsidiary of the Partnership, sold its cable
television systems receiving net proceeds of approximately $2.6 million,
recognizing a gain on sale of this cable system of $1,240,000.
Foreclosures of Cable Television Systems. On February 2, 1996, Phoenix
Leasing Cash Distribution Fund III and Phoenix Concept Cablevision of Indiana,
L.L.C. entered into a Commercial Code Section 9505 Agreement (the "Agreement")
with Concept Cablevision of Indiana, Inc., a cable television company that the
Partnership had extended credit. Phoenix Concept Cablevision of Indiana, L.L.C.
is a newly formed limited liability company and wholly owned subsidiary of
Phoenix Leasing Cash Distribution Fund III. The closing date of the Agreement
was February 2, 1996. This Agreement allowed the Partnership to foreclose upon
the cable television system (the collateral for the note) of Concept Cablevision
of Indiana, Inc. The Partnership's net carrying value for this outstanding note
receivable was $4,321,098 at February 2, 1996, for which the Partnership had no
related allowance. In addition, the Partnership is required to make a cash
payment of $200,000, assume certain liabilities including a note payable of
$600,000 and certain other miscellaneous accounts payable as specified in the
agreement.
The cable television system owned by Phoenix Concept Cablevision of
Indiana, L.L.C. is located in the counties of Benton, Parke, Greene, Montgomery,
Putnam, Boone, Hendricks, Clinton, Hamilton and Madison in the state of Indiana.
<PAGE>
Page 6 of 13
The cable television systems consist of headend equipment and 166 miles of plant
passing approximately 9,449 homes with approximately 5,648 subscribers. The
Subsidiary operates under non-exclusive franchise agreements with several of
these counties and with communities located within these counties.
On February 14, 1996, Phoenix Leasing Cash Distribution Fund III and
Phoenix Grassroots Cable Systems, L.L.C. entered into a Settlement Agreement and
Releases (the "Agreement") with Grassroots Cable Systems, Inc., a cable
television company that the Partnership had extended credit. Phoenix Grassroots
Cable Systems, L.L.C. is a newly formed limited liability company and majority
owned (98.5%) subsidiary of Phoenix Leasing Cash Distribution Fund III. The
closing date of the Agreement was February 14, 1996. This Agreement allowed the
Partnership to foreclose upon the cable television system (the collateral for
the note) of Grassroots Cable Systems, Inc. The Partnership's net carrying value
for this outstanding note receivable was $9,014,483 at February 14, 1996, for
which the Partnership had an allowance for losses on notes of $2,035,301. In
addition, the Partnership assumed certain liabilities and miscellaneous payables
as specified in the agreement.
The cable television system owned by Phoenix Grassroots Cable Systems,
L.L.C. is located in the counties of Franklin, Hancock, Kennebec, Knox, Oxford
and Penobscot in the state of Maine and the counties of Carroll, Coos, Grafton,
Merrimack, Strafford and Sullivan in the State of New Hampshire. The cable
television systems consist of headend equipment and 676 miles of plant passing
approximately 12,429 homes with approximately 7,197 subscribers. The Subsidiary
operates under non-exclusive franchise agreements with several of these counties
and with communities located within these counties.
Phoenix Cable Management Inc. (PCMI), an affiliate of the General
Partner, provides day to day management services in connection with the
operation of these systems.
Note 3. Reclassification.
Reclassification - Certain 1995 amounts have been reclassified to
conform to the 1996 presentation.
Note 4. 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 5. Notes Receivable.
Impaired Notes Receivable. At March 31, 1996, the recorded investment in
notes that are considered to be impaired under Statement 114 was $2,596,000 for
which the related allowance for losses is $1,584,000. The average recorded
investment in impaired loans during the three months ended March 31, 1996 was
approximately $2,596,000.
<PAGE>
Page 7 of 13
The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:
1996 1995
---- ----
(Amounts in Thousands)
Beginning balance $ 3,880 $ 8,357
Provision for losses (2,035) --
Write downs -- (14)
------- -------
Ending balance $ 1,845 $ 8,343
======= =======
Note 6. Net Income (Loss) and Distributions Per Limited Partnership Unit.
Net income and distributions per limited partnership unit were based on
the limited partners' share of net income and distributions, and the weighted
average number of units outstanding of 516,716 for the three months ended March
31, 1996 and 1995. For purposes of allocating net income (loss) and
distributions to each individual limited partner, the Partnership allocates net
income (loss) and distributions based upon each respective limited partner's net
capital contributions.
Note 7. 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 $ 605 $ 823
Gain on sale of equipment 248 516
Other income 40 55
------ ------
Total income 893 1,394
------ ------
EXPENSES
Depreciation 89 345
Lease related operating expenses 443 658
Management fees to General Partner 31 64
General and administrative expenses 3 3
------ ------
Total expenses 566 1,070
------ ------
Net income $ 327 $ 324
====== ======
<PAGE>
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Foreclosed Cable Systems 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 $ 239 $ 266
Other income 8 3
----- -----
Total income 247 269
----- -----
EXPENSES
Depreciation and amortization 80 84
Program services 83 84
Management fees to an affiliate of the General Partner 19 12
General and administrative expenses 90 97
Provision for losses on accounts receivable 2 2
----- -----
Total expenses 274 279
----- -----
Net loss before income taxes (27) (10)
Income tax expense (2) (1)
----- -----
Net loss $ (29) $ (11)
===== =====
Note 8. Pro Forma Information.
On February 2, 1996, the Partnership entered into a Commercial Code
Section 9505 Agreement with Concept Cablevision of Indian, Inc., a cable
television company that the Partnership had extended credit. As a result of this
agreement, Phoenix Concept Cablevision of Indiana, L.L.C., a limited liability
company and wholly owned subsidiary of the Partnership, was formed.
On February 14, 1996, the Partnership, along with two other affiliated
partnerships managed by the General Partner, entered into a Settlement Agreement
and Releases with Grassroots Cable Systems, Inc., a cable television company
that the Partnership had extended credit. As a result of this agreement, Phoenix
Grassroots Cable Systems, L.L.C., a limited liability company and majority owned
subsidiary of the Partnership, was formed.
A summary of the unaudited pro forma consolidated results of operations
of the Partnership for the year ended December 31, 1995, as if these cable
television systems had been acquired at the beginning of the year, is as
follows:
(Amounts in thousands except
For Per Unit Amounts)
Cable subscriber revenue $5,322
Total income 9,765
<PAGE>
Page 9 of 13
Depreciation and amortization 2,699
Program service, cable systems 2,263
General and administrative expenses 1,719
Total expenses 6,178
Net income before minority interest 3,587
Minority interest in earnings of subsidiary 20
Net income 3,567
Net income per limited partnership unit $6.83
These pro forma results reflect certain adjustments which, among other
things, include an increase in operating revenues from cable subscribers,
increases in operating expenses of cable systems, depreciation and amortization
of tangible and intangible assets and adjustments of interest expense on
outstanding debt.
The above pro forma consolidated statement should not necessarily be
considered as indicative of the results that would have occurred had the
acquisitions been made at the beginning of the year and their operations
consolidated for the twelve month period.
<PAGE>
Page 10 of 13
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
Phoenix Leasing Cash Distribution Fund III, a California limited
partnership and Subsidiaries (the Partnership) reported net income of $2,866,000
for the three months ended March 31, 1996, as compared to net income of $70,000
for the same period in 1995. The $2,796,000 increase in net income during the
three months ended March 31, 1996, as compared to the same period in 1995, is
primarily attributable to the recognition of $2,109,000, as income, of a portion
of the allowance for loan losses and the recognition of a gain of $1,240,000 on
the sale of a cable system.
During the three months ended March 31, 1996, Phoenix Black Rock Cable
J.V., a wholly owned subsidiary of Phoenix Leasing Cash Distribution Fund III,
sold its cable television system for $2.6 million in cash. As a result of this
sale, the Partnership recognized a gain on sale of $1,240,000.
During the three months ended March 31, 1996, the Partnership entered
into agreements with two cable television system operators to transfer all of
the assets of the cable television systems in satisfaction of defaulted notes
receivable from these cable television system operators. The assets of these
cable television systems were transferred to newly formed limited liability
companies that are majority owned by the Partnership. The assets received
through foreclosure generally consists of headend equipment, cable plant,
franchise agreements, subscriber lists, leased property, land, tools, vehicles
and miscellaneous other assets. The Partnership plans to continue the operations
of the cable television company received through foreclosure. For further
information please see the notes to the financial statements.
Upon the transfer of these two cable television systems, the Partnership
reduced its allowance for loan losses by $2,109,000 during the three months
ended March 31, 1996. This reduction in the allowance for loan losses was
recognized as income during the period.
Total revenues increased by $1,379,000 during the three months ended
March 31, 1996, when compared to the same period in 1995. This decrease is
primarily the result of a gain on the sale of a cable system of $1,240,000 and
an increase in cable subscriber revenues of $497,000. Cable subscriber revenues
increased due to the addition of two new cable systems that were transferred to
the Partnership in satisfaction of two defaulted notes receivable from cable
television system operators.
Partially offsetting these increases was a decrease of $206,000 in
rental income and a decreased gain on the sale of equipment of $170,000. Rental
income declined primarily as the result of a decrease in the amount of equipment
owned by the Partnership. At March 31, 1996, the Partnership owned equipment,
excluding the Partnership's pro rata interest in joint ventures, with an
aggregate original cost of $18.9 million, as compared to $42.2 million at March
31, 1995.
The decreased gain on sale of equipment for the three months ended
March 31, 1996, when compared to the same period in 1995, is attributable to a
decrease in equipment sales activity which is reflected in the decrease in sales
proceeds. During the three months ended March 31, 1996, the Partnership sold
equipment with an aggregate original cost of $1.5 million as compared to $6.4
<PAGE>
Page 11 of 13
million during the same period in 1995.
Total expenses decreased by $1,621,000 for the three months ended March
31, 1996, as compared to the same period in 1995. The decrease in total expenses
for the period is primarily due to an adjustment to the allowance for loan
losses of $2,109,000. Partially offsetting the adjustment to the allowance for
loan loses was an increase in depreciation and amortization of $370,000. The
increase in depreciation and amortization expense, as well as the increases in
program service and general and administrative expenses is attributable to the
Partnership owning and operating two new cable television systems during the
three months ended March 31, 1996, as previously discussed.
The Partnership has also foreclosed upon the collateral of several notes
receivable to certain cable television system operators. As a result, the
Partnership has an ownership interest in the operating cable television systems
organized as joint ventures. The Partnership's equity interest in the earnings
from the foreclosed cable system joint ventures was minimal during the three
months ended March 31, 1996 and 1995.
Liquidity and Capital Resources
The Partnership's primary source of liquidity comes from cable
subscriber revenues and from its contractual obligations with lessees and
borrowers for fixed payment terms. As the initial lease terms of the leases
expire, the Partnership will continue to renew, remarket or sell the equipment.
The future liquidity of the Partnership will depend upon the General Partner's
success in collecting contractual amounts and releasing and selling the
Partnership's equipment as it comes off lease. As another source of liquidity,
the Partnership has investments in joint ventures.
The net cash generated by operating activities was $651,000 during the
three months ended March 31, 1996, as compared to $297,000 during the same
period in 1995. This increase is primarily due to an increase in cable
subscriber revenues.
Proceeds from the sale of cable system is related to the sale of a cable
system owned by Phoenix Black Rock Cable J.V., a majority owned subsidiary of
the Partnership. This cable system was sold on January 17, 1996.
During the three months ended March 31, 1996, the Partnership reported
decreases in principal payments from financing leases and notes receivable.
These decreases are reflective of the decrease in the net investment in
financing leases and the decrease in notes receivable, as reported on the
balance sheet at March 31, 1996.
As of March 31, 1996, the Partnership owned equipment held for lease
with an aggregate original cost of $3,615,000 and a net book value of $10,000,
compared to $17,069,000 and $141,000, respectively, as of March 31, 1995. The
General Partner is actively engaged, on behalf of the Partnership, in
remarketing and selling the Partnership's off-lease portfolio.
The cash distributed to limited partners during both the three months
ended March 31, 1996 and 1995 was $1,954,000 and $1,954,000, respectively. As a
result, the cumulative cash distributions to the limited partners are
$98,179,000 and $90,428,000 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. The General Partner has elected not to receive payment,
at this time, for its share of the cash available for distribution due to its
negative capital account.
<PAGE>
Page 12 of 13
The Partnership's asset portfolio continues to decline as a result of
the ongoing liquidation of assets, and therefore it is expected that the cash
generated from Partnership leasing operations will also decline. As the cash
generated by operations continues to decline, the rate of cash distributions
made to limited partners will also decline. The Partnership has switched to an
annual distribution plan with the next distribution expected to be made on
January 15, 1997.
Cash generated from leasing and financing operations has been and is
anticipated to continue to be sufficient to meet the Partnership's continuing
operational expenses and to provide for distributions to partners.
<PAGE>
Page 13 of 13
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
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:
One report, dated February 2, 1996, on Form 8-K was filed during
the quarter ending March 31, 1996, pursuant to Item 2 and Item 7 of that form.
No financial statements were filed as part of that report.
One report, dated February 14, 1996, on Form 8-K was filed during
the quarter ending March 31, 1996, pursuant to Item 2 and Item 7 of that form.
No financial statements were filed as part of that report.
<PAGE>
Page 13 of 13
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 CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
(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> 4,633
<SECURITIES> 0
<RECEIVABLES> 3,822
<ALLOWANCES> 1,902
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 16,371
<DEPRECIATION> 16,298
<TOTAL-ASSETS> 22,156
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 16,867
<TOTAL-LIABILITY-AND-EQUITY> 22,156
<SALES> 0
<TOTAL-REVENUES> 2,521
<CGS> 0
<TOTAL-COSTS> (554)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (2,109)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,866
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,866
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,866
<EPS-PRIMARY> 5.49
<EPS-DILUTED> 0
</TABLE>
