PROFESSIONAL LEASE MANAGEMENT INCOME FUND I LLC
10-Q, 1996-08-12
EQUIPMENT RENTAL & LEASING, NEC
Previous: CALLON PETROLEUM CO, 10-Q, 1996-08-12
Next: FAMOUS SAMS GROUP INC, S-8, 1996-08-12




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM 10-Q


         [X]      Quarterly  Report  Pursuant  to  Section  13 or  15(d)  of the
                  Securities  Exchange Act of 1934 For the fiscal  quarter ended
                  June 30, 1996.

         [  ]     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 33-83216-01
                             -----------------------



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
             (Exact name of registrant as specified in its charter)


         Delaware                                             94-3209289
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  One Market, Steuart Street Tower
    Suite 900, San Francisco, CA                               94105-1301
(Address of principal executive offices)                       (Zip code)


        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------

         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

     Class                                   Outstanding at August 4, 1996

  Member A                                           4,999,581
  Member B                                              1


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                  June 30,          December 31,
                                                                                    1996                1995
                                                                              -------------------------------------

   <S>                                                                        <C>                 <C>           
   Assets:

   Equipment held for operating leases                                        $   38,123,897      $   36,139,950
   Less accumulated depreciation                                                  (5,882,309 )        (2,869,535 )
                                                                              -------------------------------------
     Net equipment                                                                32,241,588          33,270,415

   Cash and cash equivalents                                                      40,839,958           6,803,946
   Restricted cash                                                                        --           6,315,548
   Investment in unconsolidated special purpose entities                          19,989,632          14,596,206
   Accounts receivable, net of allowance for doubtful accounts
     of $1,973 in 1996 and $7,835 in 1995                                          1,195,254             797,097
   Prepaid expenses                                                                  394,171             416,515
   Organization and offering costs, net of accumulated amortization
     of $89,598 in 1996 and $45,732 in 1995                                          352,539             389,289
                                                                              -------------------------------------

   Total assets                                                               $   95,013,142      $   62,589,016
                                                                              =====================================


                         LIABILITIES AND MEMBERS' EQUITY


   Liabilities:

   Accounts payable and accrued expenses                                      $      185,749      $      664,686
   Due to affiliates                                                                  59,450             387,197
   Prepaid deposits and reserves for repairs                                         171,226             135,409
                                                                              -------------------------------------
     Total liabilities                                                               416,425           1,187,292

   Subscriptions in escrow                                                                --           6,259,500

   Members' equity:

   Class A Members (4,999,581 Units at June 30, 1996 and
     2,831,388 Units at December 31, 1995)                                        94,596,717          54,836,617
   Class B Member                                                                         --             305,607
                                                                              -------------------------------------
     Total Members' Equity                                                        94,596,717          55,142,224
                                                                              -------------------------------------

   Total liabilities and members' equity                                      $   95,013,142      $   62,589,016
                                                                              =====================================

</TABLE>



                       See accompanying notes to financial
                                  statements.


<PAGE>



                             PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                                    (A Delaware Limited Liability Company)

                                           STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                        For the three months                 For the six months
                                                           ended June 30,                      ended June 30,
                                                        1996             1995             1996              1995
                                                   ---------------------------------------------------------------------

   <S>                                             <C>              <C>             <C>                <C>          
   Revenues:

     Lease revenue                                 $   2,116,842    $    360,497    $   4,274,019      $     360,497
     Interest and other income                           445,360          33,237          700,726             33,237
                                                   ---------------------------------------------------------------------
         Total revenues                                2,562,202         393,734        4,974,745            393,734

   Expenses:

     Depreciation and amortization                     1,550,845         464,322        3,056,640            464,322
     Management fees to affiliate                        142,870          18,025          256,556             18,025
     Repairs and maintenance                             242,813          49,268          523,286             49,268
     Interest expense                                         --         101,710            8,902            101,710
     Insurance expense to affiliate                        2,106           5,000            4,212              5,000
     Insurance expense                                    44,294              --          132,349                 --
     Marine equipment operating expenses                 219,087           5,260          476,636              5,260
     General and administrative
       expenses to affiliates                            161,869           8,568          213,718              8,568
     Other general and administrative
        expenses                                          73,073           6,921          154,043              6,921
                                                   ---------------------------------------------------------------------
         Total expenses                                2,436,957         659,074        4,826,342            659,074
                                                   ---------------------------------------------------------------------

   Equity in net loss of unconsolidated
     special purpose entities                            (17,775 )            --          (65,421 )               --
                                                   ---------------------------------------------------------------------

   Net income (loss)                               $     107,470    $   (265,340 )  $      82,982      $    (265,340 )
                                                   =====================================================================

   Partners' share of net income (loss):

     Members A                                     $     (84,172 )  $   (262,686 )  $    (108,415 )    $    (262,686 )  
     Member B                                            191,642          (2,654 )        191,397             (2,654 )
                                                   ---------------------------------------------------------------------

           Total                                   $     107,470    $   (265,340 )  $      82,982      $    (265,340 )  
                                                   =====================================================================

   Net income (loss) per Depositary Unit
     (4,999,581 and 438,451 Units,
      respectively, at June 30, 1996 and 1995)     $       (0.02 )  $        N/A    $       (0.02 )    $         N/A     
                                                   =====================================================================

   Cash distributions                              $   2,375,648    $     21,725    $   3,999,465      $      21,725    
                                                   =====================================================================

</TABLE>

                       See accompanying notes to financial
                                  statements.

<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                   STATEMENT OF CHANGES IN MEMBERS' EQUITY For
               the period from December 31, 1994 to June 30, 1996
<TABLE>
<CAPTION>


                                                            Class A             Class B               Total
                                                        ---------------------------------------------------------

   <S>                                                 <C>                  <C>                  <C>          
   Members' equity at December 31, 1994                $          100       $          --        $         100

   Members' capital contributions                          56,627,660           9,536,106           66,163,766

   Syndication costs                                               --          (9,101,085 )         (9,101,085 )

   Net loss                                                  (611,811 )            (6,180 )           (617,991 )

   Distributions                                           (1,179,332 )          (123,234 )         (1,302,566 )
                                                        ---------------------------------------------------------

   Members' equity at December 31, 1995                    54,836,617             305,607           55,142,224

   Members' capital contributions                          43,363,860           5,053,254           48,417,114

   Syndication costs                                               --          (5,046,138 )         (5,046,138 )

   Net income (loss)                                         (108,415 )           191,397               82,982

   Distributions                                           (3,495,345 )          (504,120 )         (3,999,465 )
                                                        ---------------------------------------------------------

   Members' equity at June 30, 1996                    $   94,596,717       $          --        $  94,596,717 
                                                        =========================================================
</TABLE>



                       See accompanying notes to financial
                                  statements.


<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)

                             STATEMENT OF CASH FLOWS
                        For the six months ended June 30,
<TABLE>
<CAPTION>

                                                                                 1996                  1995
                                                                           ----------------------------------------
    <S>                                                                    <C>                   <C>              
    Cash flows from operating activities:
      Net income (loss)                                                    $       82,982        $      (265,340 )
      Adjustments to reconcile net income to net cash
        provided by operating activities:
      Depreciation and amortization                                             3,056,640                464,322
      Loss from unconsolidated special purpose
        entities in excess of cash received                                     3,674,187                     --
      Changes in operating assets and liabilities:
        Accounts receivable, net                                                 (398,157 )             (252,142 )
        Prepaid expenses                                                           22,344                     --
        Accounts payable and accrued expenses                                    (478,937 )               98,531
        Due to affiliates                                                        (327,747 )               35,023
        Prepaid deposits and reserves for repairs                                  35,817                     --
                                                                           ----------------------------------------
    Net cash provided by operating activities                                   5,667,129                 80,394
                                                                           ----------------------------------------

    Investing activities:
      Payments for purchase of equipment                                       (1,983,947 )          (27,220,349 )
      Equipment purchased and placed in unconsolidated
        special purpose entities                                               (9,067,613 )                   --
                                                                           ----------------------------------------
                                                                           
    Net cash used in investing activities                                     (11,051,560 )          (27,220,349 )
                                                                           ----------------------------------------

    Financing activities:
      Proceeds from notes payable                                                      --             14,591,453
      Due to affiliates                                                                --              3,956,300
      Cash distributions to Class A Members                                    (3,495,345 )              (21,725 )
      Cash distributions to Class B Member                                       (504,120 )                   --
      Class A members capital contribution                                     43,363,860              8,768,920
      (Decrease) increase in subscriptions in escrow                           (6,259,500 )            8,394,799
      Decrease (increase) in restricted cash from subscriptions
        in escrow, net                                                          6,315,548             (8,414,883 )
                                                                           ----------------------------------------
    Cash provided by financing activities                                      39,420,443             27,274,864
                                                                           ----------------------------------------

    Cash and cash equivalents:
    Net increase in cash and cash equivalents                                  34,036,012                134,909

    Cash and cash equivalents at beginning of period                            6,803,946                    100
                                                                           ----------------------------------------

    Cash and cash equivalents at end of period                             $   40,839,958        $       135,009
                                                                           ========================================

    Supplemental information:
    Interest paid                                                          $        8,902        $        42,714
                                                                           ========================================

    Non cash items:
      Syndication and offering costs paid by Class B Member                $    5,053,254        $     3,580,028
                                                                           ========================================
</TABLE>

                See accompanying notes to financial statements.

<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996


1.   Basis of Preparation

     Organization

     Professional  Lease  Management  Income Fund I, L.L.C.,  a Delaware Limited
     Liability  Company  (Fund I or the  Company) was formed on August 22, 1994.
     The  Company's  offering  became  effective on January 23, 1996. On May 13,
     1996, the Company ceased its offering after subscriptions were accepted for
     5,000,000 Class A Units ($100,000,000).

     At June  30,  1996,  the  Class  B  Member  had  capital  contributions  of
     $14,589,360 representing the cash payments for organization and syndication
     costs.  Syndication  costs of  $14,147,223  are  recorded as a reduction to
     Class B Member's equity.

2.   Opinion of Management

     In the opinion of the management of PLM Financial Services, Inc. (FSI), the
     Manager,  the  accompanying  unaudited  financial  statements  contain  all
     adjustments  necessary,  consisting primarily of normal recurring accruals,
     to present  fairly the  financial  position  of Fund I or the Company as of
     June 30, 1996,  the  statements of operations  for the three and six months
     ended June 30,  1996 and 1995,  the  statements  of  changes  in  partners'
     capital for the period from  December  31, 1994 to June 30,  1996,  and the
     statements  of cash flow for the six months  ended June 30,  1996 and 1995.
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles have been condensed or omitted from the  accompanying  financial
     statements.  For  further  information,  reference  should  be  made to the
     financial statements and notes thereto included in the Partnership's Annual
     Report on Form 10-K for the year ended  December 31,  1995,  on file at the
     Securities and Exchange Commission.

3.   Investment in Unconsolidated Special Purpose Entities

     During the six months  ended June 30,  1996,  the  Company  purchased a 20%
     beneficial  interest in a trust which owns five Boeing 737-200 aircraft for
     $5.6  million,  and a 50%  interest in a marine  vessel for $3.4 million (a
     deposit of $0.4  million  was lodged in December  of 1995).  The  remaining
     interests are owned by affiliated partnerships.

     The Company  accounts for  investments in  unconsolidated  special  purpose
entities using the equity method.


<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996

3.   Investment in Unconsolidated Special Purpose Entities (continued)

     The net investments in unconsolidated  special purpose entities include the
     following jointly-owned equipment (and related assets and liabilities):
<TABLE>
<CAPTION>

                                                                               June 30,           December 31,
           % Ownership    Equipment                                              1996                 1995
        -----------------------------------------------------------------------------------------------------------

              <S>        <C>                                               <C>                  <C>            
              33%        Two trusts consisting of:
                            Three 737-200A Stage II
                               commercial aircraft
                            Two aircraft engines
                            Portfolio of rotable components                $     8,058,097      $    10,109,664
               14%        Trust consisting of seven 737-200A
                            Stage II commercial aircraft                         3,467,104            4,108,555
               20%        Trust consisting of five 737-200A
                            Stage II commercial aircraft                         5,037,064                   --
               50%        Cargo marine vessel                                    3,427,368              377,987
                                                                         ------------------------------------------
                          Total investments                                $    19,989,632      $    14,596,206
                                                                         ==========================================
</TABLE>

4.   Reclassifications

     Certain amounts in the 1995 financial  statements have been reclassified to
     conform with the 1996 presentation.

5.   Cash Distributions

     Cash  distributions  are  recorded  when paid and  totaled  $2,375,648  and
     $21,725 for the three  months  ended June 30, 1996 and 1995,  respectively,
     and $3,999,465 and $21,725 for the six months ended June 30, 1996 and 1995,
     respectively.  Cash  distributions  to Class A Unitholders in excess of net
     income are  considered  to  represent  a return of  capital on a  generally
     accepted  accounting   principle  basis.  Cash  distributions  to  Class  A
     Unitholders  of  $3,495,345  and $21,275 for the six months  ended June 30,
     1996 and 1995, were deemed to be a return of capital.

     Cash  distributions  related to the second quarter results of $617,675 were
     paid or are payable during July, 1996, to the Class A Unitholders of record
     as of June 30, 1996, for unitholders who elected for monthly distributions.
     Quarterly cash  distributions of approximately  $1,033,562 were declared on
     July 30,  1996 and are to be paid on August 15, 1996 to Class A and Class B
     Unitholders.

6.   Restricted Cash

     At December 31, 1995, restricted cash represented subscription deposits for
     Units in escrow  which were  considered  restricted  cash until the members
     were admitted, usually the first day of the following month, upon which the
     funds were no longer considered restricted cash.



<PAGE>


               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996

7.   Equipment

     Owned equipment held for operating leases is stated at cost. The components
     of owned equipment are as follows:
<TABLE>
<CAPTION>

                                                   June 30,           December 31,
                                                     1996                 1995
                                               ---------------------------------------

   <S>                                         <C>                  <C>           
   Rail equipment                              $   13,151,703       $   13,112,390
   Aircraft                                         4,000,000            4,000,000
   Marine vessel                                   12,256,531           12,256,532
   Trailers                                         8,715,663            6,771,028
                                               ---------------------------------------
                                                   38,123,897           36,139,950
   Less accumulated depreciation                   (5,882,309 )         (2,869,535 )
                                               ---------------------------------------

   Net equipment                               $   32,241,588       $   33,270,415
                                               =======================================
</TABLE>

     Revenues are earned by placing the equipment under  operating  leases which
     are generally  billed monthly or quarterly.  The Company's marine vessel is
     leased to an  operator of  utilization-type  leasing  pools  which  include
     equipment  owned by  unaffiliated  entities.  In such  instances,  revenues
     received  by the  Company  consist of a  specified  percentage  of revenues
     generated by leasing the equipment to sublessees,  after deducting  certain
     direct operating  expenses of the pooled equipment.  Rents for railcars are
     based on mileage  traveled or a fixed rate;  rents for all other  equipment
     are based on fixed rates.

     During the six months  ended June 30,  1996,  the Company  purchased 50 new
     refrigerated trailers and one railcar for $2.0 million.

     As of June 30, 1996,  all equipment in the Company  portfolio was either on
     lease or operating in PLM-affiliated  short-term trailer rental facilities.
     At December 31, 1995, all equipment in the Company  portfolio was either on
     lease or operating in PLM-affiliate short-term trailer rental facilities.

8.   Other Transactions with Affiliates

     In  certain  circumstances,  the  Manager  will be  entitled  to a  monthly
     re-lease fee for re-leasing  services  following  expiration of the initial
     lease,  charter or other contract for certain Equipment equal to the lesser
     of (a) the fees which  would be charged by an  independent  third party for
     comparable  services  for  comparable  equipment  or (b) 2% of Gross  Lease
     Revenues  derived from such re-lease.  No re-lease fee,  however,  shall be
     payable if such fee would cause the combination of the equipment management
     fee paid to IMI or the re-lease fees to exceed 7% Gross Lease Revenues.



<PAGE>



               PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.
                     (A Delaware Limited Liability Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996

9.   Debt

     The Manager  has entered  into a joint $35  million  credit  facility  (the
     "Committed Bridge Facility") on behalf of the Company, PLM Equipment Growth
     Fund III, PLM Equipment  Growth Fund IV, PLM  Equipment  Growth Fund V, PLM
     Equipment  Growth Fund VI, and PLM Equipment  Growth & Income Fund VII, all
     affiliated investment programs, TEC Acquisub,  Inc. ("TECAI"),  an indirect
     wholly-owned  subsidiary of the Manager and American Finance Group ("AFG"),
     a subsidiary  of PLM  International,  which may be used to provide  interim
     financing  of up to (i)  70%  of the  aggregate  book  value  or 50% of the
     aggregate net fair market value of eligible equipment owned by an affiliate
     plus (ii) 50% of  unrestricted  cash held by the  borrower.  The  Committed
     Bridge Facility became  available on December 20, 1993, and was amended and
     restated  in June 1996 to  expire on May 23,  1997.  The  Committed  Bridge
     Facility also provides for a $5 million  Letter of Credit  Facility for the
     eligible borrowers.  Outstanding  borrowings by the Company,  TECAI, AFG or
     PLM Equipment  Growth Funds III through VII reduce the amount  available to
     each other under the Committed Bridge Facility.  Individual  borrowings may
     be  outstanding  for no more than 179 days,  with all advances due no later
     than May 23, 1997. The Committed Bridge Facility prohibits the Company from
     incurring any additional indebtedness. Interest accrues at either the prime
     rate or adjusted LIBOR plus 2.5% at the borrowers  option and is set at the
     time of an advance of funds.  To the extent the  Company is unable to raise
     sufficient  capital  through the sale of  interests to repay its portion of
     the Committed  Bridge  Facility,  the Company will continue to be obligated
     under the Committed  Bridge Facility until the Company  generates  proceeds
     from  operations  or  the  sale  of  Equipment  sufficient  for  repayment.
     Borrowings  by the Company are  guaranteed  by the Manager.  As of June 30,
     1996,  PLM  Equipment  Growth  Fund  VI had  $9.0  million  in  outstanding
     borrowings and TECAI had $24.8 million in outstanding  borrowings under the
     Committed Bridge  Facility.  None of the other programs had any outstanding
     borrowings.


<PAGE>


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

(I)  RESULTS OF OPERATIONS - Quarter Over Quarter Summary

As of May 13, 1996,  Professional Lease Management Income Fund I, L.L.C.  closed
its equity-raising  stage. The Company commenced  significant  operations in May
1995.  As of June 30, 1996,  the Company had  purchased  and placed into service
$61.8 million of  equipment,  compared to $27.2 million at June 30, 1995. Of the
acquisitions,  $23.7 million represents partial interests in aircraft,  aircraft
engines and rotables,  and a marine  vessel  purchased by the Company which have
been placed in special  purpose  entities for ownership  purposes.  All of these
purchases  were  completed  with a combination  of  unrestricted  cash,  interim
financing, and an advance from an affiliate of the Manager. The nine day advance
from the Manager was repaid  (including  interest at  commercial  loan rates) in
July of 1995.  Revenues of $5.0  million  were  generated  during the six months
ended  June 30,  1996,  compared  to $0.4  million  in the same  period in 1995.
Expenses  of $4.8  million  for the six  months  ended June 30,  1996  consisted
primarily of depreciation  expense,  using the double-declining  balance method,
and normal  operating  costs incurred as equipment is being purchased and placed
in service.  Expenses for the same period in 1995 totaled $0.7 million, and also
consisted of  depreciation  expense and normal  operating  costs  incurred  when
equipment  is  purchased  and  placed  in  service.  Equity  in  net  income  of
unconsolidated  special purpose  entities  represents net income  generated from
jointly-owned assets accounted for under the equity method. As of June 30, 1996,
jointly-owned  assets  consisted  of a 50%  interest in a marine  vessel,  a 14%
beneficial interest in a trust which owns seven Boeing 737-200A aircraft,  a 20%
beneficial  interest in a trust which owns five Boeing 737-200A aircraft,  and a
33.33%  beneficial  interest in two trusts (the  Trusts)  which own three Boeing
737-200A  aircraft,  two spare Pratt & Whitney  JT8D-17A  engines and a rotables
package. These partially-owned assets were purchased after the second quarter of
1995.  Revenues of $3.0 million were  generated in the six months ended June 30,
1996 for these  partially  owned  assets.  Expenses of $3.1  million for the six
months ended June 30, 1996,  consisted  primarily  of  depreciation  expense for
these partially owned assets.

The  Company's  performance  during the six months ended June 30,  1996,  is not
necessarily indicative of future periods.

All equipment purchased by the Company was on lease at June 30, 1996.

(II) FINANCIAL CONDITION - CAPITAL RESOURCES, LIQUIDITY AND DISTRIBUTIONS

The Manager is currently  purchasing the Company's initial  equipment  portfolio
with  capital  raised from its equity  offering  and interim  financing.  In the
future,  permanent  financing  may be  secured  by the  Manager  to be used  for
additional equipment purchases. The Company will use operating cash flow to meet
its operating  obligations,  make cash distributions to investors,  and reinvest
any available surplus cash to increase the Company's equipment portfolio.

The Manager has entered into a joint $35 million credit facility (the "Committed
Bridge  Facility") on behalf of the Company,  PLM Equipment Growth Fund III, PLM
Equipment Growth Fund IV, PLM Equipment Growth Fund V, PLM Equipment Growth Fund
VI,  and PLM  Equipment  Growth & Income  Fund VII,  all  affiliated  investment
programs, TEC Acquisub,  Inc. ("TECAI"),  an indirect wholly-owned subsidiary of
the  Manager  and  American   Finance  Group   ("AFG"),   a  subsidiary  of  PLM
International,  which may be used to provide interim  financing of up to (i) 70%
of the  aggregate  book value or 50% of the  aggregate  net fair market value of
eligible equipment owned by an affiliate plus (ii) 50% of unrestricted cash held
by the borrower.  The Committed Bridge Facility became available on December 29,
1993,  and was amended and restated in June 1996 to expire on May 23, 1997.  The
Committed  Bridge  Facility  also  provides  for a $5  million  Letter of Credit
Facility  for the eligible  borrowers.  Outstanding  borrowings  by the Company,
TECAI,  AFG or PLM  Equipment  Growth  Funds III  through  VII reduce the amount
available  to  each  other  under  the  Committed  Bridge  Facility.  Individual
borrowings may be outstanding  for no more than 179 days,  with all advances due
no later than May 28, 1997. The Committed Bridge Facility  prohibits the Company
from incurring any additional indebtedness. Interest accrues at either the prime
rate or adjusted LIBOR at 2.5% at the  borrower's  option and is set at the time
of advance of funds.  To the  extent the  Company is unable to raise  sufficient
capital  through the sale of  interests  to repay its  portion of the  Committed
Bridge  Facility,  the Company will continue to be obligated under the Committed
Bridge Facility until the Company generates proceeds from operations or the sale
of Equipment sufficient for repayment.  Borrowings by the Company are guaranteed
by the  Manager.  As of August 9, 1996,  PLM  Equipment  Growth Fund VI had $9.0
million in  outstanding  borrowings  and TECAI had $23.9 million in  outstanding
borrowings under the Committed  Bridge Facility.  None of the other programs had
any outstanding borrowings.

 (III)   TRENDS

The Company's operation of a diversified  equipment portfolio in a broad base of
markets is intended to reduce its exposure to volatility in individual equipment
sectors.  Throughout 1995 and the first six months of 1996,  market  conditions,
supply and demand  equilibrium,  and other factors varied in several markets. In
the refrigerated over-the-road trailer markets, oversupply conditions,  industry
consolidations,  and other factors  resulted in falling rates and lower returns.
In the dry  over-the-road  trailer  markets,  strong demand and a backlog of new
equipment  deliveries  produced high utilization and returns.  The marine vessel
and rail  markets  could be generally  categorized  by  increasing  rates as the
demand for equipment is increasing faster than new additions net of retirements.
Finally,  demand for  narrowbody  Stage II aircraft,  such as those owned by the
Company,  has increased as expected savings from newer narrowbody  aircraft have
not  materialized  and deliveries of the newer aircraft have slowed down.  These
trends are expected to continue for the near term. These different  markets have
had individual  effects on the performance of Company  equipment - in some cases
resulting in declining performance, and in others, improved performance.

     The  ability  of the  Company  to  realize  acceptable  lease  rates on its
equipment in the different equipment markets is contingent on many factors, such
as specific market conditions and economic activity, technological obsolescence,
governmental or other regulations,  and others. The  unpredictability of some of
these  factors,  or of their  occurrence,  makes it difficult for the Manager to
clearly  define  trends or  influences  that may impact the  performance  of the
Company's  equipment.  The  Manager  continuously  monitors  both the  equipment
markets and the  performance of the Company's  equipment in these  markets.  The
Manager may make an  evaluation  to reduce the  Company's  exposure to equipment
markets in which it  determines  that it cannot  operate  equipment  and achieve
acceptable rates of return. Alternatively,  the Manager may make a determination
to enter equipment  markets in which it perceives  opportunities  to profit from
supply-demand instabilities or other market imperfections.

     The  Company  intends to use excess  cash flow,  if any,  after  payment of
expenses,  and cash  distributions  to acquire  additional  equipment during the
first six years of Company  operations.  The Manager believes these acquisitions
may cause the  Company to  generate  additional  earnings  and cash flow for the
Company.



<PAGE>




Pursuant  to the  requirements  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.


                                        PROFESSIONAL LEASE MANAGEMENT
                                        INCOME FUND I, L.L.C.
                                        By: PLM Financial Services, Inc.
                                            Manager




Date: August 9, 1996
                                       By:  /s/ David J. Davis
                                            --------------------------- 
                                            David J. Davis
                                            Vice President and
                                            Corporate Controller





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      40,839,958
<SECURITIES>                                         0
<RECEIVABLES>                                1,195,254
<ALLOWANCES>                                     1,973
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                      38,123,897
<DEPRECIATION>                               5,882,309
<TOTAL-ASSETS>                              95,013,142
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                  94,596,717
<TOTAL-LIABILITY-AND-EQUITY>                95,013,142
<SALES>                                      4,274,019
<TOTAL-REVENUES>                             4,974,745
<CGS>                                                0
<TOTAL-COSTS>                                4,817,440
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               8,902
<INCOME-PRETAX>                                 82,982
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             82,982
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    82,982
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission