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 March 31, 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 0-14599 PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND (Exact name of registrant as specified in its charter) California 94-2946248 (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 (Zip Code) executive offices) 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 PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB INCOME FUND (A Limited Partnership) BALANCE SHEETS ASSETS March 31, December 31, 1996 1995 ---------------------------------------- Equipment held for operating leases, at cost $ 3,808,548 $ 3,972,722 Less accumulated depreciation (3,521,610) (3,616,132) ---------------------------------------- Net equipment 286,938 356,590 Cash and cash equivalents 307,162 293,808 Investment in unconsolidated special purpose entity 70,049 79,116 Accounts receivable, net of allowance for doubtful accounts of $32,026 in 1996 and $19,664 in 1995 92,646 135,320 Prepaid Insurance 2,100 3,128 ======================================== Total assets $ 758,895 $ 867,962 ======================================== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Due to affiliates $ 4,641 $ 4,641 Accounts payable 18,597 21,292 Prepaid deposits and engine reserves -- 260 ---------------------------------------- Total liabilities 23,238 26,193 Partners capital (deficit): Limited Partners (22,276 units) 826,350 931,401 General Partner (90,693) (89,632) ---------------------------------------- Total partners' capital 735,657 841,769 ---------------------------------------- Total liabilities and partners' capital $ 758,895 $ 867,962 ======================================== See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND (A Limited Partnership) STATEMENTS OF OPERATIONS For the three months ended March 31, 1996 1995 -------------------------------- Revenues: Lease revenue $ 106,074 $ 183,663 Interest and other income 3,453 5,326 Gain on disposition of equipment 19,330 12,830 -------------------------------- Total revenues 128,857 201,819 Expenses: Depreciation 54,769 71,856 Management fees to affiliate 11,513 13,923 Bad debt expense 17,821 44,639 Repairs and maintenance 22,263 44,164 General and administrative expenses to affiliates 26,546 37,530 Other general and administrative expenses 12,342 9,778 -------------------------------- Total expenses 145,254 221,890 Equity in net income of unconsolidated special purpose entity 9,331 -- -------------------------------- Net loss $ (7,066) $ (20,071) ================================ Partners' share of net loss: Limited Partners - 99% $ (6,995) $ (19,870) General Partner - 1% (71) (201) -------------------------------- Total $ (7,066) $ (20,071) ================================ Net loss per Limited Partnership Unit (22,276 units) $ (0.31) $ (0.89) ================================ Cash distributions $ 99,046 $ 99,046 ================================ Cash distribution per Limited Partnership Unit $ 4.40 $ 4.40 ================================ See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB INCOME FUND (A Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the period from December 31, 1994 to March 31, 1996 Limited General Partner Partner Total -------------------------------------------------------------- Partners' capital (deficit) at December 31, 1994 $ 1,294,613 $ (85,963) $ 1,208,650 Net income 29,013 293 29,306 Cash distributions (392,225) (3,962) (396,187) -------------------------------------------------------------- Partners' capital (deficit) at December 31, 1995 931,401 (89,632) 841,769 Net loss (6,995) (71) (7,066) Cash distributions (98,056) (990) (99,046) -------------------------------------------------------------- Partners' capital (deficit) at March 31, 1996 $ 826,350 (90,693) 735,657 ============================================================== See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND (A Limited Partnership) STATEMENT OF CASH FLOWS For the three months ended March 31, 1996 1995 ------------------------------------- Operating Activities: Net loss $ (7,066) $ (20,071) Adjustments to reconcile net loss to net cash provided by operating activities: Gain on disposition of equipment (19,330) (12,830) Depreciation 54,769 71,856 Cash distributions from unconsolidated special purpose entity in excess of income accrued 9,067 -- Changes in operating assets and liabilities: Restricted cash -- (303) Accounts receivable, net 42,674 31,205 Prepaid insurance 1,028 767 Due to affiliates -- (12,856) Accounts payable (2,695) (16,265) Prepaid deposits and engine reserves (260) (1,059) ------------------------------------- Cash provided by operating activities 78,187 40,444 ------------------------------------- Investing activities: Proceeds from disposition of equipment 34,213 48,172 ------------------------------------- Cash provided by investing activities 34,213 48,172 ------------------------------------- Cash flows used in financing activities: Cash distributions paid to partners (99,046) (99,046) ------------------------------------- Net increase (decrease) in cash and cash equivalents 13,354 (10,430) Cash and cash equivalents at beginning of period 293,808 358,864 ------------------------------------- Cash and cash equivalents at end of period $ 307,162 $ 348,434 ===================================== See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS March 31, 1996 1. Opinion of Management In the opinion of the management of PLM Financial Services Inc., the General Partner, the accompanying unaudited financial statements contain all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the Partnership's financial position as of March 31, 1996, the statements of operations and cash flows for the three months ended March 31, 1996 and 1995, the statements of changes in partners' capital for the period from December 31, 1994 to March 31, 1996. 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. 2. Equipment The components of owned equipment are as follows: March 31, December 31, 1996 1995 ---------------------------------------- Equipment held for operating leases: Trailers $ 3,394,985 $ 3,543,334 Rail equipment 318,649 110,739 Marine containers 94,914 318,649 ----------------------------------------- 3,808,548 3,972,722 Less accumulated depreciation (3,521,610) (3,616,132) ----------------------------------------- Net equipment $ 286,938 $ 356,590 ========================================= All of the equipment owned by the Partnership was either on lease or operating in PLM-affiliated short-term rental facilities as of March 31, 1996. With the exception of one trailer with a carrying value of $6,500, all of the equipment was on lease as of December 31, 1995. During the three months ended March 31, 1996, the Partnership sold or disposed of five trailers and six marine containers with a net book value of $14,883 for proceeds of $34,213. During the three months ended March 31, 1995, the Partnership sold or disposed of six trailers and four marine containers with a net book value of $35,342 for proceeds of $48,172. 3. Liquidation and special distributions During the first quarter of 1995, the Partnership completed its 10th year of operations. As originally anticipated by the General Partner, the Partnership will be liquidated in an orderly manner in its 11th and 12th years of operation. The General Partner is actively marketing the remaining equipment portfolio with the intent of maximizing sale proceeds. As sale proceeds are received the General Partner intends to periodicially declare special distributions to distribute the sale proceeds to the partners. During the liquidation phase of the Partnership the equipment will continue to be leased under operating leases until sold. Operating cash flows, to the extent they exceed Partnership expenses, will continue to be distributed on a quarterly basis to partners. The amounts reflected for PLM TRANSPORTATION EQUIPMENT PARTNERS VIIB 1985 INCOME FUND (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS March 31, 1996 3. Liquidation and special distributions (continued) assets and liabilites of Partnership have not been adjusted to reflect liquidation values. The equipment portfolio continues to be carried at the lower of depreciated cost or fair value less cost to dispose. Although the General Partner estimates that there will be distributions after liquidation of assets and liabilities, the amounts cannot be accurately determined prior to actual liquidation of the equipment. Any excess proceeds over expected Partnership obligations will be distributed to the Partners throughout the liquidation period. Upon final liquidation, the Partnership will be dissolved. 4. Investment in Unconsolidated Special Purpose Entity Prior to 1996, the Partnership accounted for operating activities associated with joint ownership of rental equipment as undivided interests, including its proportionate share of each asset with similar wholly-owned assets in its financial statements. Under generally accepted accounting principles, the effects of such activities, if material, should be reported using the equity method of accounting. Therefore, effective January 1, 1996, the Partnership adopted the equity method to account for its investment in such jointly-held assets. The principle differences between the previous accounting method and the equity method relates to the presentation of activities relating to these assets in the statement of operations. Whereas, under equity accounting the Partnership's proportionate share is presented as a single net amount, "equity in net income (loss) of unconsolidated special purpose entities", under the previous method, the Partnership's statement of operations reflected its proportionate share of each individual item of revenue and expense. Accordingly, the effect of adopting the equity method of accounting has no cumulative effect on previously reported partner's capital or on the Partnership's net income (loss) for the period of adoption. Because the effects on previously issued financial statements of applying the equity method of accounting to investments in jointly-owned assets are not considered to be material to such financial statements taken as a whole, previously issued financial statements have not been restated. However, certain items have been reclassified in the previously issued balance sheet to conform to the current period presentation. The net investment in unconsolidated special purpose entity includes a 31% interest in a commuter aircraft. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND (A Limited Partnership) BALANCE SHEETS ASSETS March 31, December 31, 1996 1995 ---------------------------------------- Equipment held for operating leases, at cost $ 4,778,390 $ 5,059,215 Less accumulated depreciation (4,348,943) (4,536,562) ---------------------------------------- Net equipment 429,447 522,653 Cash and cash equivalents 512,811 551,094 Investments in unconsolidated special purpose entities 370,398 425,957 Accounts receivable, net of allowance for doubtful accounts of $10,572 in 1996 and $6,649 in 1995 93,712 143,225 Prepaid Insurance 3,393 5,435 ======================================== Total assets $ 1,409,761 $ 1,648,364 ======================================== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Due to affiliates $ 7,026 $ 7,026 Accounts Payable 12,230 15,202 ---------------------------------------- Total liabilities 19,256 22,228 Partners capital (deficit): Limited Partners (33,727 units) 1,525,102 1,758,377 General Partner (134,597) (132,241) ---------------------------------------- Total partners' capital 1,390,505 1,626,136 ---------------------------------------- Total liabilities and partners' capital $ 1,409,761 $ 1,648,364 ======================================== See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND (A Limited Partnership) STATEMENTS OF INCOME For the three months ended March 31, 1996 1995 ----------------------------------- Lease revenue $ 109,192 $ 314,676 Interest and other income 6,463 11,274 Gain on disposition of equipment 34,445 18,691 -------------------------------- Total revenues 150,100 344,641 Expenses: Depreciation 66,504 130,908 Management fees to affiliate 15,298 24,280 Repairs and maintenance 23,711 42,929 General and administrative expenses to affiliates 37,131 55,095 Other general and administrative expenses 19,747 4,647 ---------------------------------- Total expenses 162,391 257,859 Equity in net income of unconsolidated special purpose entities 36,977 -- -------------------------------- Net income $ 24,686 $ 86,782 ================================ Partners' share of net income: Limited Partners - 99% $ 24,439 $ 85,914 General Partner - 1% 247 868 ================================ Total $ 24,686 $ 86,782 ================================ Net income per Limited Partnership Unit (33,727 units) $ 0.72 $ 2.55 ================================ Cash distributions $ 160,317 $ 263,767 ================================ Cash distribution per Limited Partnership Unit $ 4.71 $ 7.74 ================================ Special cash distributions $ 100,000 $ 100,000 ================================ Special cash distributions per Limited Partnership Unit $ 2.94 $ 2.94 ================================ Total Cash Distributions per Limited Partnership Units $ 7.65 $ 10.68 ================================ See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC INCOME FUND (A Limited Partnership) STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the period from December 31, 1994 to March 31, 1996 Limited General Partner Partner Total ---------------------------------------------------------------- Partners' capital (deficit) at December 31, 1994 $ 2,622,019 $ (123,518) $ 2,498,501 Net income 173,422 1,752 175,174 Cash distributions (1,037,064) (10,475) (1,047,539) ---------------------------------------------------------------- Partners' capital (deficit) at December 31, 1995 1,758,377 (132,241) 1,626,136 Net income 24,439 247 24,686 Quarterly cash distributions (158,714) (1,603) (160,317) Special distributions (99,000) (1,000) (100,000) ---------------------------------------------------------------- Partners' capital (deficit) at March 31, 1996 $ 1,525,102 (134,597) 1,390,505 ================================================================ See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND (A Limited Partnership) STATEMENTS OF CASH FLOWS For the three months ended March 31, 1996 1995 -------------------------------------- Operating Activities: Net income $ 24,686 $ 86,782 Adjustment to reconcile net income to net cash provided by operating activities: Gain on disposition of equipment (34,445) (18,691) Depreciation 66,504 130,908 Cash distributions from unconsolidated special purpose entities in excess of income accrued 55,559 -- Changes in operating assets and liabilities Restricted cash -- (231) Accounts receivable, net 49,513 26,856 Prepaid insurance 2,042 1,035 Due to affiliates -- (16,710) Accounts payable (2,972) (595) Prepaid deposits and engine reserves -- 232 -------------------------------------- Cash provided by operating activities 160,887 209,586 -------------------------------------- Investing activities: Proceeds from disposition of equipment 61,147 50,703 -------------------------------------- Cash provided by investing activities 61,147 50,703 -------------------------------------- Cash flows used in financing activities: Cash distributions paid to partners (260,317) (363,767) -------------------------------------- Net decrease in cash and cash equivalents (38,283) (103,478) Cash and cash equivalents at beginning of period 551,094 799,068 -------------------------------------- Cash and cash equivalents at end of period $ 512,811 $ 695,590 ====================================== See accompanying notes to financial statements. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS March 31, 1996 1. Opinion of Management In the opinion of the management of PLM Financial Services Inc., the General Partner, the accompanying unaudited financial statements contain all adjustments necessary, consisting primarily of normal recurring accruals, to present fairly the Partnership's financial position as of March 31, 1996, the statements of income and cash flows for the three months ended March 31, 1996 and 1995, the statements of changes in partners' capital for the period from December 31, 1994 to March 31, 1996. 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. 2. Equipment The components of owned equipment are as follows: March 31, December 31, 1996 1995 ----------------------------------------- Equipment held for operating leases: Trailers $ 4,560,847 $ 4,833,449 Marine containers 217,543 225,766 ----------------------------------------- 4,778,390 5,059,215 Less accumulated depreciation (4,348,943) (4,536,562) ========================================= Net equipment $ 429,447 $ 522,653 ========================================= All of the equipment owned by the Partnership is either on lease or operating in PLM-affiliated short-term rental facilities as of March 31, 1996, and at December 31, 1995. During the three months ended March 31, 1996, the Partnership sold or disposed of four marine containers and nine trailers with a net book value of $26,702 for proceeds of $61,147. During the three months ended March 31, 1995, the Partnership sold or disposed of four marine containers and six trailers with a net book value of $32,012 for proceeds of $50,703. 3. Liquidation and special distributions During the first quarter of 1995, the Partnership completed its 10th year of operations. As originally anticipated by the General Partner, the Partnership will be liquidated in an orderly manner in its 11th and 12th years of operation. The General Partner is actively marketing the remaining equipment portfolio with the intent of maximizing sale proceeds. As sale proceeds are received the General Partner intends to periodicially declare special distributions to distribute the sale proceeds to the partners. During the liquidation phase of the Partnership the equipment will continue to be leased under operating leases until sold. Operating cash flows, to the extent they exceed Partnership expenses, will continue to be distributed on a quarterly basis to partners. The amounts reflected for assets and liabilities of the Partnership have not been adjusted to reflect liquidation values. The PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS March 31, 1996 3. Liquidation and special distributions (continued) equipment portfolio continues to be carried at the lower of depreciated cost or fair value less cost to dispose. Although the General Partner estimates that there will be distributions after liquidation of assets and liabilities, the amounts cannot be accurately determined prior to actual liquidation of the equipment. Any excess proceeds over expected Partnership obligations will be distributed to the Partners throughout the liquidation period. Upon final liquidation, the Partnership will be dissolved. During the three months ended March 31, 1996, and 1995, the General Partner paid special distributions of $2.94 per Limited Partnership Unit for proceeds from equipment liquidations. The Partnership is not permitted to reinvest proceeds from sales or liquidations of equipment. These proceeds, in excess of operational cash requirements, are periodically paid out to limited partners in the form of special distributions. The sales and liquidations occur because of equipment destructions, the determination by the General Partner that it is the appropriate time to maximize the return on an asset through sale of that asset, and, in some leases, the ability of the lessee to exercise purchase options. 4. Investments in Unconsolidated Special Purpose Entites Prior to 1996, the Partnership accounted for operating activities associated with joint ownership of rental equipment as undivided interests, including its proportionate share of each asset with similar wholly-owned assets in its financial statements. Under generally accepted accounting principles, the effects of such activities, if material, should be reported using the equity method of accounting. Therefore, effective January 1, 1996, the Partnership adopted the equity method to account for its investment in such jointly-held assets. The principle differences between the previous accounting method and the equity method relates to the presentation of activities relating to these assets in the income statement. Whereas, under equity accounting the Partnership's proportionate share is presented as a single net amount, "equity in net income (loss) of unconsolidated special purpose entities", under the previous method, the Partnership's income statement reflected its proportionate share of each individual item of revenue and expense. Accordingly, the effect of adopting the equity method of accounting has no cumulative effect on previously reported partner's capital or on the Partnership's net income (loss) for the period of adoption. Because the effects on previously issued financial statements of applying the equity method of accounting to investments in jointly-owned assets are not considered to be material to such financial statements taken as a whole, previously issued financial statements have not been restated. However, certain items have been reclassified in the previously issued balance sheet to conform to the current period presentation. The net investments in unconsolidated special purpose entities includes 31% and 80% interests in two separate commuter aircraft. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (I) Results of Operations Comparison of the Partnerships' Operating Results for the Three Months Ended March 31, 1996 and 1995 TEP VIIB: (A) Revenues Total revenues of $128,857 for the quarter ended March 31, 1996, decreased from $201,819 for the same period in 1995 due primarily to lower lease revenues and lower interest and other income, offset by a higher gain on disposition of equipment for the first quarter of 1996 when compared to the same period in 1995. (1) Lease revenue decreased to $106,074 in the first quarter of 1996, from $183,663 in the first quarter of 1995. The following table lists lease revenues for owned equipment types: For the three months ended March 31, ---------------------------------- 1996 1995 ---------------------------------- Trailers $ 93,308 $ 143,910 Aircraft -- 24,770 Marine containers 5,266 7,903 Rail equipment 7,500 7,080 ================================== $ 106,074 $ 183,663 ================================== Although, net income was not affected by the change in accounting for investment in unconsolidated special purpose entity, lease revenues attributable to the unconsolidated special purpose entity totaled $24,093 in the first quarter of 1996 which represented revenue for jointly-owned assets (refer to the "Equity in net income of the unconsolidated special purpose entity" section below). Significant revenue component changes related to owned equipment resulted primarily from: (a) Trailer revenues decreased $50,602 due to the sale of two trailers during the last three quarters of 1995, and five trailers in the first quarter of 1996, and a decline in utilization in the PLM-affiliated short-term rental facilities in 1996 compared to 1995 levels; (b) Marine containers revenues decreased $2,637 due to the disposition or sale of 11 marine containers in the last three quarters of 1995 and six marine containers in the first quarter of 1996, and lower utlilization in the first quarter of 1996 compared to the same period in 1995. (2) Interest and other income decreased to $3,453 in the first quarter of 1996 from $5,326 in the first quarter of 1995. This increase was primarily due to lower interest rate earned on cash investments in the first quarter of 1996. (3) For the quarter ended March 31, 1996, the Partnership realized a gain of $19,330 on the sale or disposition of six marine containers and five trailers, compared to the same period in 1995 where the Partnership realized a gain of $12,830 on the sale or disposition of six trailers and four marine containers. (B) Expenses Total expenses of $145,254 for the quarter ended March 31, 1996 decreased from $221,890 for the same period in 1995. Although net income was not affected as a result of the change in accounting for investment in unconsolidated special purpose entity, expenses attributable to the unconsolidated special purpose entity totaled $14,762 in the first quarter of 1996, all relating to jointly-owned assets (refer to the "Equity in net income of the unconsolidated special purpose entity" section below). The remaining decreases in 1996 expenses are explained below: (1) Direct operating expenses (defined as repairs and maintenance expenses) decreased to $22,263 in the first quarter of 1996, from $44,164 in the same period in 1995. This decrease is primarily attributable to disposition of trailers and containers during 1995 and 1996. (2) Indirect operating expenses (defined as depreciation expense, management fees to affiliates, bad debt expenses, and general and administrative expenses) increased to $122,991 in the first quarter of 1996, from $177,726 in the first quarter of 1995. The change related to owned equipment resulted primarily from: (a) a decrease of $26,818 in bad debt expense due to the General Partner's evaluation of collectibility of the current open receivable balances; (b) a decrease in depreciation expense of $17,087 was due to asset sales or dispositions during 1995 and 1996; (c) a decrease of $8,420 in all general and administrative expenses from 1995 levels due to lower accounting costs associated with the Partnership, less license and registration fee for trailers due to the disposition or sale of trailers during 1995 and 1996, offset by an increase in audit fee. (C) Equity in net income of the unconsolidated special purpose entity represents the net income generated from jointly owned assets now accounted for under the equity method. The aircraft revene for the quarter ended March 31, 1996, was $24,093. Expenses totaled $14,762, composed mostly of depreciation expense. (D) Net loss The Partnership's net loss of $7,066 in the first quarter of 1996, decreased from a net loss of $20,071 in the first quarter of 1995. The Partnership's ability to operate or liquidate assets, secure leases, and re-lease those assets whose leases expire during the duration of the Partnership is subject to many factors, and the Partnership's performance in the first quarter of 1996 is not necessarily indicative of future periods. In the first quarter of 1996, the Partnership distributed $98,056 to the Limited Partners, or $4.40 per Limited Partnership Unit. TEP VIIC: (A) Total revenues of $150,100 for the quarter ended March 31, 1996, decreased from $344,641 for the same period in 1995 due primarily to lower lease revenues and lower interest and other income, offset by a larger gain on the sale of equipment in the first quarter of 1996, as compared to the same period in 1995. (1) Lease revenue decreased to $109,192 in the first quarter of 1996 from $314,676 for the same period in 1995. The following table lists lease revenues for owned equipment types. For the three months ended March 31, ---------------------------------- 1996 1995 ---------------------------------- Trailers $ 107,892 $ 205,296 Aircraft -- 99,462 Marine containers 1,300 9,918 ================================== $ 109,192 $ 314,676 ================================== Although, net income was not affected by the change in accounting for investments in unconsolidated special purpose entities, lease revenues attributable to unconsolidated special purpose entities totaled $99,462 in the first quarter of 1996 which represented revenue for jointly-owned assets (refer to the "Equity in net income of unconsolidated special purpose entity" section below). Significant revenue component changes related to owned equipment resulted primarily from: (a) Trailer revenue decreased $97,404 due to the sale of eight trailers in the last three quarters of 1995 and nine trailers in the first quarter of 1996 and a decline in utilization in the PLM-affiliated short-term rental facilities in 1996 compared to 1995 levels; (b) Marine containers revenues decreased $8,618 due to disposition of 13 marine containers during the last three quarters of 1995 and four marine containers in the first quarter of 1996, and a lower utlilization in the first quarter of 1996 compared to 1995 levels. (2) For the quarter ended March 31, 1996, the Partnership realized a gain of $34,445 on the sale or disposition of nine trailers and four marine containers, compared to the same period in 1995, where the Partnership realized a gain of $18,691 on the sale or disposition of six trailers and four marine containers. (B) Expenses Total expenses of $162,391 for the quarter ended March 31, 1996 decreased from $257,859 for the same period in 1995. Although net income was not affected as a result of the change in accounting for investments in unconsolidated special purpose entities, expenses attributable to unconsolidated special purpose entities totaled $62,628 in the first quarter of 1996, all relating to jointly-owned assets (refer to the "Equity in net income of unconsolidated special purpose entities" section below). The remaining decreases in 1996 expenses are explained below: (1) Direct operating expenses (defined as repairs and maintenance expenses) decreased to $23,711 in the first quarter of 1996, from $42,929 in the same period of 1995 due to decreases in maintenance for trailers in the PLM-affiliated short-term rental facilities. In the first quarter of 1995, repairs were made on former term lease trailers prior to transitioning into the PLM-affiliated short-term rental facilities. (2) Indirect operating expenses (defined as depreciation expense, management fees to affiliates, and general and administrative expenses) decreased to $138,680 in the first quarter of 1996 from $214,930 in the first quarter of 1995. The change related to owned equipment resulted primarily from: (a) a decrease of $8,844 in depreciation expense from 1995 levels reflecting asset sales or dispositions during 1995 and 1996; (b) a decrease in general and administrative expenses of $2,864 resulting from a decrease in indirect costs associated with the operations of the PLM-affiliated short-term rental facilities and lower accounting costs, offset by increase in audit fee. (C) Equity in net income of unconsolidated special purpose entities represents the net income generated from jointly owned assets now accounted for under the equity method. The revene for these two aircraft for the quarter ended March 31, 1996, was $99,605. Expenses totaled $62,628, composed mostly of depreciation expense. (D) Net Income The Partnership's net income decreased to $24,686 in the first quarter of 1996, from $86,782 in the first quarter of 1995. The Partnership's ability to operate or liquidate assets, secure leases, and re-lease those assets whose leases expire during the duration of the Partnership is subject to many factors, and the Partnership's performance in the first quarter of 1996 is not necessarily indicative of future periods. In the first quarter of 1996, the Partnership distributed $158,714 to the Limited Partners, or $7.65 per Limited Partnership Unit. (II) Asset Sales The General Partner is actively marketing the remaining equipment portfolio with the intent of maximizing sale proceeds. Equipment sales and dispositions prior to the Partnerships' planned liquidation phase generally result from either the exercise by lessees of fair market value purchase options provided for in certain leases, or the payment of stipulated loss values on equipment lost or disposed of during the time it is subject to lease agreements. Such disposal of equipment is unpredictable and results from the wear, tear, and general risk of normal operations. As discussed in note 5, the Partnerships have entered the portfolio liquidation phase as of the third quarter of 1995. During the three months ended March 31, 1996, TEP VIIB sold or disposed of five trailers and six marine containers for $34,213, and TEP VIIC sold or disposed of nine trailers and four marine containers for $61,146. As discussed in note 3, the General Partner is actively marketing the remaining equipment portfolio with the intent of maximizing sale proceeds. (III) Market Values In March 1995, the Financial Accounting Standards Board (FASB) issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of" (SFAS 121). This standard is effective for years beginning after December 15, 1995. The Partnership adopted SFAS 121 during 1995, the effect of which was not material as the method previously employed by the Partnership was consistent with SFAS 121. In accordance with SFAS 121, the General Partner reviews the carrying value of its equipment portfolio at least annually in relation to expected future market conditions for the purpose of assessing recoverability of the recorded amounts. If projected future lease revenue plus residual values are less than the carrying value of the equipment, a loss on revaluation is recorded. No adjustments to reflect impairment of individual equipment carrying values were required for the three months ended March 31, 1996. As of March 31, 1996, the General Partner estimated the fair market value of each Partnerships' equipment portfolio to be approximately: $1.8 million and $3.3 million for TEP VIIB and TEP VIIC respectively. (IV) Government Regulations The General Partner operates the Partnerships' equipment in accordance with current regulations (see Item 1 (D) Government Regulations). However, the continuing implementation of new or modified regulations by some of the authorities mentioned previously, or others, may adversely affect the Partnerships' ability to continue to own or operate equipment in its portfolio. These on-going changes in the regulatory environment, both in the U.S. and internationally, cannot be predicted with any certainty and thus preclude the General Partner from accurately determining the impact of such changes on Partnership operations, purchases and sales of equipment. (V) Future outlook Pursuant to the original operating plan, the Partnerships entered into their liquidation phase during 1995 and the General Partner is actively pursuing the sale of all of the Partnerships' equipment with the intention of winding up the Partnerships and distributing all available cash to the Partners. (VI) Trends Inflation and changing prices did not materially impact the Partnerships' revenues or expenses during the reported periods. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K None. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PLM TRANSPORTATION EQUIPMENT PARTNERS VIIC 1985 INCOME FUND By: PLM Financial Services, Inc. General Partner Date: May 13, 1996 By: /s/ David J. Davis ------------------ David J. Davis Vice President and Corporate Controller