Page 1 of 28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - ----- ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 Commission File Number 0-8868 PHOENIX LEASING INCOME FUND 1977 - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) California 94-2446904 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 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 -------------- Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ________ 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 ___ As of December 31, 1996, 16,521 Units of Limited Partnership interest were outstanding. No market exists for the Units of Partnership interest and therefore there exists no aggregate market value at December 31, 1996. DOCUMENTS INCORPORATED BY REFERENCE: NONE Page 2 of 28 PHOENIX LEASING INCOME FUND 1977 1996 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS Page PART I Item 1. Business.................................................. 3 Item 2. Properties................................................ 4 Item 3. Legal Proceedings......................................... 4 Item 4. Submission of Matters to a Vote of Security Holders....... 4 PART II Item 5. Market for the Registrant's Securities and Related Security Holder Matters.................................. 4 Item 6. Selected Financial Data................................... 5 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 6 Item 8. Financial Statements and Supplementary Data............... 8 Item 9. Disagreements on Accounting and Financial Disclosure...... 24 PART III Item 10. Directors and Executive Officers of the Registrant........ 24 Item 11. Executive Compensation.................................... 25 Item 12. Security Ownership of Certain Beneficial Owners and Management............................................... 25 Item 13. Certain Relationships and Related Transactions............ 26 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................................. 26 Signatures......................................................... 27 Page 3 of 28 PART I Item 1. Business. Summary of Business Activities. Phoenix Leasing Income Fund 1977, a California limited partnership (the "Partnership"), was organized on June 30, 1976. The Partnership was registered with the Securities and Exchange Commission with an effective date of August 24, 1977 and shall continue to operate until its termination date unless dissolved sooner due to the sale of substantially all of the assets of the Partnership or a vote of the Limited Partners. The Partnership will terminate on December 31, 1997. The General Partners originally consisted of Phoenix Leasing Incorporated, a California corporation and three individual General Partners, Gus Constantin, Daniel B. Murray and Paul J. Ronan. The General Partners remaining are Phoenix Leasing Incorporated and Gus Constantin. The General Partners or their affiliates also are or have been a general partner in several other limited partnerships formed to invest in capital equipment and other assets. The initial public offering was for 20,000 units of limited partnership interest at a price of $1,000 per unit. The Partnership sold 20,000 units for a total capitalization of $20,000,000. Of the proceeds received through the offering, the Partnership has incurred $2,163,000 in organizational and offering expenses. From the initial formation of the Partnership through December 31, 1996, the total investments in equipment leases and financing transactions (loans), including the Partnership's pro-rata interest in investments made by joint ventures, approximate $52,470,000. The average initial firm term of contractual payments from equipment subject to lease was 23.43 months, and the average initial net monthly payment rate as a percentage of the original purchase price was 3.09%. The average initial firm term of contractual payments from loans was 65 months. The Partnership's principal objective is to produce current income and to build and maintain a balanced portfolio of leases and loans, through the acquisition and financing of various types of assets including computer peripherals, terminal systems, small computer systems, communications equipment, IBM-software compatible mainframes, office systems and telecommunications equipment and to lease such equipment and products to third parties pursuant to either Operating Leases or Full Payout Leases. The principal markets for the types of equipment in which the Partnership has invested are (1) major corporations and other large organizations seeking to reduce the cost of their peripheral equipment and large computer systems, (2) major corporations with numerous operating locations seeking to improve the timeliness and responsiveness of their data processing systems, and (3) small organizations interested in improving the efficiency of their overall operations by moving from manually operated to small computer-based management systems. In addition to acquiring equipment for lease to third parties, the Partnership either directly or through the investment in Joint Ventures, has provided limited financing to certain emerging growth companies, manufacturers and their lessees with respect to equipment leased directly by such manufacturers to third parties. The Partnership maintains a security interest in the equipment financed and in the receivables due under any lease or rental agreement relating to such equipment. Such security interests will give the Partnership the right, upon a default by the manufacturer or lessee, to obtain possession of the equipment. The Partnership will not incur debt to finance the purchase of equipment. However, the Registrant can enter into joint venture agreements with certain other partnerships managed by the General Partner which would finance the acquisition of equipment through the use of indebtedness which would be nonrecourse to the Partnership. Competition. The equipment leasing industry is highly competitive. Leases are offered on a wide variety of equipment ranging from construction equipment to entire manufacturing facilities. The equipment leasing industry offers to users an alternative to the purchase of nearly every type of equipment. The General Partner intends to concentrate the Partnership's activities, however, in markets in which the General Partner has expertise. The computer equipment industry is extremely competitive. Competitive factors include pricing, technological innovation and methods of financing (including use of various short-term and long-term financing plans, as well as the outright purchase of equipment). Generally, the impact of these factors to the Partnership would be the realization of increased equipment remarketing and storage costs, as well as lower residuals received from the sale or remarketing of such equipment. Page 4 of 28 There is strong competition in non-computer related equipment markets in which the Partnership will engage as well. There is, however, no single dominant company or factor in those other markets. Other. A brief description of the type of assets in which the Partnership has invested as of December 31, 1996, together with information concerning the uses of assets is set forth in Item 2. Item 2. Properties. The Partnership is engaged in the equipment leasing and financing industry and as such, does not own or operate any principal plants, mines or real property. The primary assets held by the Partnership are its investments in leases and loans either directly or through its investment in joint ventures. As of December 31, 1996, the Partnership owns equipment and has outstanding loans to borrowers with an aggregate original cost of $666,000. The equipment and loans have been made to customers located throughout the United States. The following table summarizes the type of equipment owned or financed by the Partnership, including its pro rata interest in joint ventures, at December 31, 1996. Percentage of Asset Types Purchase Price(1) Total Assets ----------- ----------------- ------------ (Amounts in Thousands) Financing Related to Cable TV Systems $500 75% Reproduction Equipment 99 15 Small Computer Systems 47 7 Financing of Solar Systems 20 3 ---- ---- TOTAL $666 100% ==== ==== (1) These amounts include the Partnership's pro rata interest in equipment joint ventures of $89,000, financing joint ventures of $20,000, and original cost of outstanding loans of $500,000, at December 31, 1996. Item 3. Legal Proceedings. The Registrant is not a party to any pending legal proceedings which would have a material adverse impact on its financial position. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of Limited Partners, through the solicitation of proxies or otherwise, during the year covered by this report. PART II Item 5. Market for the Registrant's Securities and Related Security Holder Matters. (a) The Registrant's limited partnership interests are not publicly traded. There is no market for the Registrant's limited partnership interests and it is unlikely that any will develop. (b) Approximate number of equity security investments: Number of Unit Holders Title of Class as of December 31, 1996 ---------------------------------- ----------------------- Limited Partners 1,943 Page 5 of 28 Item 6. Selected Financial Data. 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- (Amounts in Thousands Except for Per Unit Amounts) Total Income $ 79 $ 259 $ 239 $ 188 $ 230 Net Income (Loss) (244) 159 161 31 29 Total Assets 959 1,370 1,763 1,769 1,975 Distributions to Partners 164 532 165 248 124 Net Income (Loss) per Limited Partnership Unit (13.19) 8.42 8.46 1.41 1.42 Distributions per Limited Partnership Unit 9.95 29.22 9.98 15.00 7.50 The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. Page 6 of 28 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Phoenix Leasing Income Fund 1977 (the Partnership) reported a net loss of $244,000 during the year ended December 31, 1996, as compared to net income of $159,000 and $161,000 for the years ended December 31, 1995 and 1994, respectively. The decreased earnings during 1996 is attributable to the decrease in total revenues combined with an increase in total expenses. Total revenues decreased by $180,000 during 1996, as compared to the same period in 1995, and increased by $20,000 during 1995, as compared to the same period in 1994. During the year ended December 31, 1995 the Partnership received payment for the settlement of two outstanding notes receivable from cable television system operators that had been in default and the Partnership had suspended the accrual of interest income. The amount received in excess of the net carrying value of these notes was recognized as interest income. There were no such payments during 1996. Rental income decreased during the year ended December 31, 1996, primarily as a result of the majority of the remaining equipment lease portfolio being off lease. Because the Partnership is in its liquidation stage, it is not expected that the Partnership will acquire additional equipment. As a result, revenues from equipment leasing activities are expected to decline as the portfolio is liquidated and the remaining equipment is re-leased at lower rental rates. Rental income increased slightly during 1995, primarily as a result of the recognition as rental income of prepaid rent that had previously been recorded as a liability. During this period it was determined that these payments were no longer a liability and the amount was subsequently recognized as rental income. Other income increased during 1995, as compared to the same period in 1994, due to the increase in the Partnership's cash balances combined with an increase in interest rates earned on such balances. At December 31, 1996, the Partnership owned equipment with an aggregate original cost, excluding the Partnership's pro rata interest in joint ventures, of $47,000 as compared to $78,000 at December 31, 1995. Total expenses increased by $223,000 and $22,000 during 1996 and 1995, respectively, as compared to the same periods in the previous year. The increase during 1996 is primarily the result of increased legal expenses and the additional provision booked for its remaining note receivable from a cable television system operator that is in default. Based on a recent appraisal of the cable systems collateralizing this impaired note, the carrying value of the note receivable exceeded the market value of the cable systems and the Partnership recognized an additional provision for losses of $182,000 during the year ended December 31, 1996. The increased expenses during 1995, as compared to 1994, is primarily the result of an increase in management fees to the General Partner. The increase in management fees is the direct result of the receipt of a payoff on the outstanding notes receivable during 1995. Joint Ventures The Partnership has made investments in various equipment and financing joint ventures along with other affiliated partnerships managed by the General Partner for the purpose of spreading the risk of investing in certain equipment leasing and financing transactions. These joint ventures are not currently making any significant additional investments in new equipment leasing or financing transactions. As a result, the earnings and cash flow from such investments generally are anticipated to continue to decline as the portfolios are re-leased at lower rental rates and eventually liquidated. Earnings from joint ventures increased by $4,000 during 1996, as compared to 1995, and decreased by $38,000 during 1995, as compared to the same period in 1994. The small increase in earnings during 1996 was due to one joint venture's increased net income due to decreasing expenses in excess of decreasing revenues. Earnings decreased during 1995 due to the closure of several joint ventures during 1995. Overall, the joint ventures experienced a decrease in total expenses, such as depreciation and lease related expenses. The equipment owned by several of the joint ventures has been fully depreciated thereby causing depreciation expense to decline. Lease related expenses decreased in one joint venture as a result of decreases in remarketing, refurbishing and maintenance expenses. Inflation affects the Partnership in relation to the current cost of equipment placed on lease and the residual values realized when the equipment comes off-lease and is sold. During the last several years inflation has been low, thereby having very little impact upon the Partnership. Page 7 of 28 Liquidity and Capital Resources The Partnership's primary source of liquidity comes from rental and note receipts. The Partnership has contractual obligations from lessees and borrowers for fixed terms at stated amounts. The Partnership also has investments in equipment leasing and financing joint ventures in which it receives a share of the profits and receives cash distributions. The future liquidity of the Partnership will depend upon the General Partner's success in collecting contractual amounts owed. The Partnership reported net cash used by leasing and financing activities of $117,000 during 1996, as compared to $633,000 and $184,000 provided by leasing and financing activities during 1995 and 1994, respectively. This decrease is due to the majority of the Partnership's assets having been liquidated. The cash flow was higher during 1995 due to the payoff of two notes receivable from cable television system operators that had been in default. At December 31, 1996, the Partnership has one remaining note receivable from a cable television system operator that is in default and is not currently providing any cash flows to the Partnership. Distributions from joint ventures declined $26,000 for the year ended December 31, 1996 as compared to 1995, yet increased $22,000 during the year ended December 31, 1995 as compared to 1994. Distributions from joint ventures consisted primarily of cash received from the Partnership's investments in equipment joint ventures. The decrease in distributions, during 1996, is due to the closure of some equipment joint ventures during the year ended December 31, 1995. This decrease was offset by the increased distribution from a new equipment joint venture that was formed upon the receipt of a legal settlement during October of 1994. The Partnership owned equipment held for lease with a purchase price of $31,000 and a net book value of $0 at December 31, 1996, 1995 and 1994. The General Partner is actively engaged, on behalf of the Partnership, in remarketing and selling the Partnership's off-lease equipment portfolio. The Limited Partners received $164,000, $483,000 and $165,000 in cash distributions during the years ended December 31, 1996, 1995 and 1994, respectively. As a result, the cumulative cash distributions to the Limited Partners are $28,604,000, $28,440,000 and $27,957,000 as of December 31, 1996, 1995 and 1994, respectively. The General Partner did not receive cash distributions during the 1996 and 1994, but did receive cash distributions of $49,000 during 1995. In addition, the General Partner received payment of liquidation fees of $22,000, $14,000 and $22,000 during 1996, 1995 and 1994, respectively. The Partnership made a special cash distribution to partners on October 15, 1995, due to the increase in its cash balance resulting from the receipt of payoffs from two notes receivable from cable television system operators that had been in default. Due to the decrease in the cash generated by leasing operations, the Partnership is no longer making quarterly cash distributions to Partners. Distributions are now being made on an annual basis with the annual distribution date being January 15. However, since the Partnership is closing this year the next distribution to partners is expected to be made at the termination of the Partnership. The amount of the distribution will be dependent upon the amount of cash available after the Partnership liquidates its remaining assets and liabilities. The Partnership will reach the end of its term on December 31, 1997. Cash generated from leasing and financing operations has been and is anticipated to continue to be sufficient to meet the Partnership's on-going operational expenses. Forward-looking statements in this report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those anticipated by some of the statements made above. Limited Partners are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Partnership's plans are subject to change at any time at the discretion of the General Partner of the Partnership, (ii) future technological developments in the industry in which the Partnership operates, (iii) competitive pressure on pricing or services, (iv) substantial customer defaults or cancellations, (v) changes in business conditions and the general economy, (vi) changes in government regulations affecting the Partnership's core businesses and (vii) the ability of the Partnership to sell its remaining assets. Page 8 of 28 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PHOENIX LEASING INCOME FUND 1977 YEAR ENDED DECEMBER 31, 1996 Page 9 of 28 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Phoenix Leasing Income Fund 1977: We have audited the accompanying balance sheets of Phoenix Leasing Income Fund 1977 (a California limited partnership) as of December 31, 1996 and December 31, 1995, and the related statements of operations, partners' capital, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Phoenix Leasing Income Fund 1977 as of December 31, 1996 and December 31, 1995, and the results of its operations, partners' capital and the cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in Item 14, Subsection (a)2 are presented for purposes of complying with the Securities and Exchange Commission's rules and regulations under the Securities Exchange Act of 1934 and are not otherwise a required part of the basic financial statements. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. San Francisco, California KROHN AND CROAK January 17, 1997 Page 10 of 28 PHOENIX LEASING INCOME FUND 1977 BALANCE SHEETS (Amounts in Thousands Except for Unit Amounts) December 31, 1996 1995 ---- ---- ASSETS Cash and cash equivalents $ 369 $ 595 Accounts receivable (net of allowance for losses on accounts receivable of $0 and $1 at December 31, 1996 and 1995, respectively) 17 1 Notes receivable (net of allowance for losses on notes receivable of $274 and $92 at December 31, 1996 and 1995) 525 707 Equipment on operating leases and held for lease (net of accumulated depreciation of $15 and $31 at December 31, 1996 and 1995, respectively) -- -- Investment in joint ventures 44 64 Other assets 4 4 ------ ------ Total Assets $ 959 $1,371 ====== ====== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accounts payable and accrued expenses $ 39 $ 44 ------ ------ Total Liabilities 39 44 ------ ------ Partners' Capital: General Partners (26) -- Limited Partners, 20,000 units authorized and issued, 16,521 units outstanding at December 31, 1996 and 1995 945 1,327 Unrealized gains on available-for-sale securities 1 -- ------ ------ Total Partners' Capital 920 1,327 ------ ------ Total Liabilities and Partners' Capital $ 959 $1,371 ====== ====== The accompanying notes are an integral part of these statements. Page 11 of 28 PHOENIX LEASING INCOME FUND 1977 STATEMENTS OF OPERATIONS (Amounts in Thousands Except for Per Unit Amounts) For the Years Ended December 31, 1996 1995 1994 ----- ----- ----- INCOME Rental income $ 6 $ 41 $ 27 Equity in earnings from joint ventures, net 32 28 66 Interest income, notes receivable 17 156 60 Settlement -- -- 70 Other income 24 34 16 ------ ----- ----- Total Income 79 259 239 ------ ----- ----- EXPENSES Depreciation -- -- 15 Lease related operating expenses -- -- 2 Management fees to General Partner 2 37 11 Liquidation fees to General Partner 22 14 22 Provision for (recovery of) losses on receivables 182 5 (15) Legal Expense 86 4 7 General and administrative expenses 31 40 36 ------ ----- ----- Total Expenses 323 100 78 ------ ----- ----- NET INCOME (LOSS) $ (244) $ 159 $ 161 ====== ===== ===== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $(13.19) $ 8.42 $ 8.46 ====== ===== ===== ALLOCATION OF NET INCOME (LOSS): General Partners $ (26) $ 20 $ 21 Limited Partners (218) 139 140 ------ ----- ----- $ (244) $ 159 $ 161 ====== ===== ===== The accompanying notes are an integral part of these statements. Page 12 of 28 PHOENIX LEASING INCOME FUND 1977 STATEMENTS OF PARTNERS' CAPITAL (Amounts in Thousands Except for Unit Amounts) General Partners' Limited Partners' Unrealized Total Amount Units Amount Gains Amount ------ ----- ------ ----- ------ Balance, December 31, 1993 $ 8 16,521 $ 1,696 $ -- $ 1,704 Distributions to partners ($9.98 per limited partnership unit) -- -- (165) -- (165) Net income 21 -- 140 -- 161 ------- ------- ------- ------- ------- Balance, December 31, 1994 29 16,521 1,671 -- 1,700 Distributions to partners ($29.22 per limited partnership unit) (49) -- (483) -- (532) Net income 20 -- 139 -- 159 ------- ------- ------- ------- ------- Balance, December 31, 1995 -- 16,521 1,327 -- 1,327 Distributions to partners ($9.95 per limited partnership unit) -- -- (164) -- (164) Unrealized gains on available-for-sale securities -- -- -- 1 1 Net loss (26) -- (218) -- (244) ------- ------- ------- ------- ------- Balance, December 31, 1996 $ (26) 16,521 $ 945 $ 1 $ 920 ======= ======= ======= ======= ======= The accompanying notes are an integral part of these statements. Page 13 of 28 PHOENIX LEASING INCOME FUND 1977 STATEMENTS OF CASH FLOWS (Amounts in Thousands) For the Years Ended December 31, 1996 1995 1994 ---- ---- ---- Operating Activities: Net income (loss) $(244) $ 159 $ 161 Adjustments to reconcile net income(loss) to net cash provided (used) by operating activities: Depreciation -- -- 15 Loss (gain) on sale of equipment (1) (1) 5 Equity in earnings from joint ventures, net (32) (28) (66) Recovery of early termination, financing leases -- (3) (5) Provision for losses on notes receivable 182 -- -- Provision for (recovery of) losses on accounts receivable -- 8 (10) Gain on sale of securities (1) -- -- Settlement -- -- (42) Decrease (increase) in accounts receivable (16) 1 9 Decrease in accounts payable and accrued expenses (5) (19) (2) Decrease in other assets -- 6 -- ----- ----- ----- Net cash provided (used) by operating activities (117) 123 65 ----- ----- ----- Investing Activities: Principal payments, financing leases -- 3 38 Principal payments, notes receivable -- 507 81 Proceeds from sale of equipment 1 1 2 Proceeds from sale of securities 2 -- -- Distributions from joint ventures 52 78 56 Purchase of equipment -- -- (43) ----- ----- ----- Net cash provided by investing activities 55 589 134 ----- ----- ----- Financing Activities: Distributions to partners (164) (532) (165) ----- ----- ----- Net cash used by financing activities (164) (532) (165) ----- ----- ----- Increase (decrease) in cash and cash equivalents (226) 180 34 Cash and cash equivalents, beginning of period 595 415 381 ----- ----- ----- Cash and cash equivalents, end of period $ 369 $ 595 $ 415 ===== ===== ===== The accompanying notes are an integral part of these statements. Page 14 of 28 PHOENIX LEASING INCOME FUND 1977 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 Note 1. Organization and Partnership Matters. Phoenix Leasing Income Fund 1977, a California limited partnership (the "Partnership"), was formed on June 30, 1976, to invest in capital equipment of various types and to lease such equipment to third parties on either a long-term or short-term basis. Minimum investment requirements were met September 30, 1977, at which time the Partnership commenced operations. The Partnership will terminate on December 31, 1997. The Partnership has also made investments in joint ventures with affiliated partnerships managed by the General Partner for the purpose of spreading the risks of financing or acquiring certain capital equipment leased to third parties (see Note 6). On June 20, 1984, Daniel B. Murray resigned as General Partner of the Partnership and the Partnership repurchased his equity interest. Mr. Murray's interest was valued pursuant to the partnership agreement at $410,873. Such amount was paid in five equal annual installments, the first of which was made on July 15, 1984. Interest has been imputed at 10.5%. As a result of the Partnership's repurchase of Mr. Murray's General Partner interest, future distributions and income or loss applicable to this interest will be reallocated to the remaining General and Limited Partners on a pro rata basis. Phoenix Leasing Incorporated and Gus Constantin remain as the General Partners of the Partnership. The General Partners are allocated 11.688% (15% prior to repurchase of Mr. Murray's interest, as discussed above) of all profits, losses, and cash distributions. Cash distributions in excess of allocated cumulative net profits represent a liquidation fee which cannot exceed, in the aggregate, 11.688% (15% of profits prior to the repurchase of Mr. Murray's interest) of net contributed capital. The cumulative liquidation fee paid or accrued to date is $1,914,000. The fee represents an expense of the Partnership and is specially allocated to the Limited Partners. The Limited Partners are not required to make additional capital contributions, nor are they otherwise liable for deficit balances in their adjusted capital accounts, if any, as defined in the Partnership agreement. As compensation for management services, the General Partner receives a fee, payable quarterly in an amount equal to 5% of the Partnership's gross revenues for the quarter from which such payment is being made, which revenues shall include rental receipts, maintenance fees, proceeds from the sale of equipment and notes receivable payments. Note 2. Summary of Significant Accounting Policies. Leasing Operations. The Partnership's leasing operations originally consisted of both financing and operating leases. The financing method of accounting for leases records as unearned income at the inception of the lease, the excess of net rentals receivable and estimated residual value at the end of the lease term, over the cost of equipment leased. Unearned income is credited to income monthly over the term of the lease on a declining basis to provide an approximate level rate of return on the unrecovered cost of the investment. Initial direct costs of consummating new leases are capitalized and included in the cost of the equipment. Under the operating method of accounting for leases, the leased equipment is recorded as an asset at cost and depreciated on a straight-line basis over the estimated useful life, ranging up to seven years. The Partnership's policy is to review periodically the expected economic life of its rental equipment in order to determine the probability of recovering its undepreciated cost. Such reviews address, among other things, recent and anticipated technological developments affecting computer equipment and competitive factors within the computer marketplace. Although remarketing rental rates are expected to decline in the future with respect to some of the Partnership's rental equipment, such rentals are expected to exceed projected expenses, including depreciation. Should subsequent reviews of the equipment portfolio indicate that rentals plus anticipated sales proceeds will not exceed the net book value of the equipment in any future period, the Partnership will revise its depreciation policy as appropriate. Page 15 of 28 Rental income for the year is determined on the basis of rental payments due for the period under the terms of the lease. Maintenance, repairs and minor renewals of the leased equipment are charged to expense. Portfolio Valuation Methodology. The Partnership will use the portfolio method of accounting for the net realizable value of the Partnership's equipment and loan portfolio. Investment in Joint Ventures. Investments in net assets of the equipment and financing joint ventures reflect the Partnership's equity basis in the ventures. Under the equity method of accounting, the original investment is recorded at cost and is adjusted periodically to recognize the Partnership's share of earnings, losses, cash contributions and cash distributions after the date of acquisition. Investment in Available-for-Sale Securities. The Partnership has investments in stock in public companies that have been determined to be available for sale. Available-for-sale securities are stated at their fair market value, with the unrealized gains and losses reported in a separate component of partners' capital. Financial Accounting Pronouncements. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the entity would estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss for long-lived assets and identifiable intangibles that an entity expects to hold and use should be based on the fair value of the asset. Statement No. 121 is effective for financial statements for fiscal years beginning after December 15, 1995. At January 1, 1996, the adoption of Statement No. 121 did not materially impact the Partnership's financial position or results of operations. Reclassification. Certain 1995 and 1994 amounts have been reclassified to conform to the 1996 presentation. Cash and Cash Equivalents. Cash and cash equivalents includes deposits at banks, investments in money market funds and other highly liquid short-term investments with original maturities of less than 90 days. Credit and Collateral. The Partnership's activities have been concentrated in the equipment leasing and financing industry. A credit evaluation is performed by the General Partner for all leases and loans made, with the collateral requirements determined on a case-by-case basis. The Partnership's loans are generally secured by the equipment or assets financed and, in some cases, other collateral of the borrower. In the event of default, the Partnership has the right to foreclose upon the collateral used to secure such loans. Non Cash Investing Activities. During the quarter ended June 30, 1995, the Partnership received a final distribution of common stock from one of its investments in equipment joint ventures. The market value of the stock at the final distribution date was $2,000 and is included in Other Assets. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in financial statements and accompanying notes. Actual results could differ from those estimates. Page 16 of 28 Note 3. Accounts Receivable. Accounts receivable consist of the following at December 31: 1996 1995 ---- ---- (Amounts in Thousands) General Partner and affiliates $17 $ 1 Lease payments -- 1 --- --- 17 2 Less: allowance for losses on accounts receivable -- (1) --- --- Total $17 $ 1 === === Note 4. Notes Receivable. Notes receivable consist of the following at December 31: 1996 1995 ---- ---- (Amounts in Thousands) Notes receivable from cable television system operators with interest of 16% per annum, receivable in installments of 96 months, collateralized by a security interest in the cable system assets This loan has a graduated repayment schedule followed by a balloon payment $ 799 $ 799 Less: allowance for losses on notes receivable (274) (92) ----- ----- Total $ 525 $ 707 ===== ===== The Partnership's notes receivable from cable television system operators provides for a monthly payment rate in an amount that is less than the contractual interest rate. The difference between the payment rate and the contractual interest rate is added to the principal and therefore deferred until the maturity date of the note. Upon maturity of the note, the original principal and deferred interest is due and payable in full. Although the contractual interest rate may be higher, the amount of interest being recognized on the Partnership's outstanding notes receivable to cable television system operators is being limited to the amount of the payments received, thereby deferring the recognition of a portion of the deferred interest until the loan is paid off. Generally, notes receivable are classified as impaired and the accrual of interest on such notes are discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of the contractual payments. Any payments received subsequent to the placement of the note receivable on to impaired status will generally be applied towards the reduction of the outstanding note receivable balance, which may include previously accrued interest as well as principal. Once the principal and accrued interest balance has been reduced to zero, the remaining payments will be applied to interest income. At December 31, 1996 and 1995, the recorded investment in notes that are considered to be impaired were $799,000 and $0, respectively, for which the related allowance for losses were $274,000 and $0, respectively. The average recorded investment in impaired loans during the year ended December 31, 1996 and 1995 were approximately $799,000 and $158,000, respectively. The Partnership recognized interest income on impaired notes receivable during the year ended December 31, 1996 and 1995 totaling $19,000 and $0, respectively. The activity in the allowance for losses on notes receivable during the years ended December 31, is as follows: 1996 1995 ---- ---- (Amounts in Thousands) Beginning balance $ 92 $ 92 Provision for losses 182 -- Write downs -- -- ---- ---- Ending balance $274 $ 92 ==== ==== Page 17 of 28 Note 5. Equipment on Operating Leases. Equipment on lease consists primarily of small computer systems, subject to operating leases. The Partnership's operating leases are for initial lease terms of approximately 12 to 36 months. During the remaining terms of existing operating leases the Partnership will not recover all of the undepreciated cost and related expenses of its rental equipment, and therefore must remarket a portion of its equipment in future years. The Partnership has agreements with the manufacturers of certain of its equipment, whereby such manufacturers undertake to remarket off-lease equipment on a best efforts basis. These agreements permit the Partnership to assume the remarketing function directly if certain conditions contained in the agreements are not met. For their remarketing services, the manufacturers are paid a percentage of net monthly rentals. Certain manufacturers are entitled to additional fees after the Partnership has recovered certain amounts. The Partnership has entered into direct lease arrangements with certain lessees. Generally, it is the responsibility of the lessee to provide maintenance on leased equipment. The General Partner administers the equipment portfolio of leases acquired through the direct leasing program. Administration includes the collection of rents from the lessees and remarketing of the equipment. Minimum rentals to be received on noncancelable operating leases for the year ended December 31 are as follows: Operating --------- (Amounts in Thousands) 1997.......................................... $ 1 ---- Total $ 1 ==== Note 6. Investment in Joint Ventures. Equipment Joint Ventures The Partnership owns a limited or general partnership interest in equipment joint ventures. These investments are accounted for using the equity method of accounting. The other partners of the ventures are entities organized and managed by the General Partner. The purpose of the equipment joint ventures is the acquisition and leasing of various types of equipment. As of December 31, 1996, Phoenix Leasing Income Fund 1977, is participating in the following equipment joint ventures: Weighted Joint Venture Percentage Interest ------------- ------------------- PLI Limited Partnership Fund A(2) 3.94% Leveraged Joint Venture 1985(1) 17.20 Leveraged Joint Venture 1986(2) 5.25 Arroyo Joint Venture VI(1) 19.98 Arroyo Joint Venture VII(1) 12.90 Arroyo Joint Venture IX(1) 17.76 Arroyo Joint Venture XV(2) 1.46 Arroyo Joint Venture XVII(1) 7.42 Leverged Joint Venture 1987-1(1) 7.03 Leveraged Joint Venture 1987-2 5.37 Leveraged Joint Venture 1987-3 3.76 Phoenix Micro Joint Venture(3) 28.47 Phoenix Joint Venture 1994-1 1.86 Page 18 of 28 (1) Closed during 1994 (2) Closed during 1995 (3) Closed during 1996 An analysis of the Partnership's investment in equipment joint ventures is as follows: Net Investment Net Investment at Beginning Equity in Equity in at End Date of Period Contributions Earnings Distributions of Period - ---- --------- ------------- -------- ------------- --------- (Amounts in Thousands) Year Ended December 31, 1994 $ 19 $ 85 $66 $54 $116 ==== ===== === === ==== Year Ended December 31, 1995 $116 $- $27 $79 $ 64 ==== ===== === === ==== Year Ended December 31, 1996 $ 64 $- $31 $51 $ 44 ==== ===== === === ==== The aggregate combined financial information of the equipment joint ventures as of December 31, and for the years then ended is presented as follows: COMBINED BALANCE SHEETS ASSETS December 31, 1996 1995 ---- ---- (Amounts in Thousands) Cash and cash equivalents $ 351 $ 512 Accounts receivable 1,311 1,459 Operating lease equipment 526 1,021 Other assets 512 691 ------ ------ Total Assets $2,700 $3,683 ====== ====== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 372 $ 454 Partners' capital 2,328 3,229 ------ ------ Total Liabilities and Partners' Capital $2,700 $3,683 ====== ====== COMBINED STATEMENTS OF OPERATIONS INCOME For the Years Ended December 31, 1996 1995 1994 ---- ---- ---- (Amounts in Thousands) Rental income $1,847 $2,526 $1,208 Gain on sale of equipment 328 547 188 Other income 262 718 288 ------ ------ ------ Total Income 2,437 3,791 1,684 ------ ------ ------ Page 19 of 28 EXPENSES Depreciation 332 957 81 Lease related operating expenses 718 1,311 588 Management fee to the General Partner 104 194 63 Interest expense -- 1 1 Other expenses 5 200 21 ------ ------ ------ Total Expenses 1,159 2,663 754 ------ ------ ------ Net Income $1,278 $1,128 $ 930 ====== ====== ====== As of December 31, 1996 and 1995, the Partnership's pro rata interest in the equipment joint ventures' net book value of off-lease equipment was $1,000 and $2,000, respectively. The General Partner earns a management fee of 5% of the Partnership's respective interest in gross revenues of each equipment joint venture, excluding TOFI I. Revenues subject to management fees at the joint venture level are not subject to management fees at the Partnership level. Revenues generated from equipment joint ventures are subject to the same management fee percentage as revenues from equipment purchased and maintained in the Partnership's own portfolio. Financing Joint Ventures The Partnership has invested in financing joint ventures which are consolidated for reporting purposes into Phoenix Funding Partnership (PFP). The Partnership's current investment in PFP consists of one financing joint venture. The purpose of the financing joint ventures is to provide on a limited basis, financing to manufacturers and their lessees for equipment leased directly by manufacturers to third parties. All loans to manufacturers are secured by equipment. The Partnership uses the equity method of accounting to account for the PFP. PFP periodically reviews the probability of recovering the outstanding note balances. Such reviews address, among other things, current cash receipts, costs of collection efforts, the current economic situation and potential uncollectible receivables. If the review indicates that future cash receipts, net of anticipated future expenses, does not exceed the outstanding note balances, PFP provides a reserve for any anticipated loan loss as appropriate. Due to a high degree of uncertainty relating to the collection of the entire amount of contractually owed principal and interest over the lives of the notes receivable, the PFP loan portfolio applies all cash receipts (principal and interest) to the outstanding note balances. Under this method, interest income will not be recognized until the outstanding note balances are recovered. The following information summarizes the Partnership's respective interest in the original loan proceeds of the financing joint ventures. Weighted Joint Venture Percentage Interest ------------- ------------------- Phoenix Funding Partnership 3.56% Page 20 of 28 An analysis of the Partnership's investment account in financing joint ventures is as follows: Net Investment Net Investment at Beginning Equity in Equity in at End Date of Period Contributions Earnings Distributions of Period - ---- --------- ------------- --------- ------------- --------- (Amounts in Thousands) Year Ended December 31, 1994 $ 2 $-- $-- $2 $-- ====== === ===== == === Year Ended December 31, 1995 $ -- $-- $ 1 $1 $-- ====== === ===== == === Year Ended December 31, 1996 $ -- $-- $ 1 $1 $-- ====== === ===== == === The aggregate combined financial information of the financing joint ventures as of December 31, and for the years then ended is presented as follows: COMBINED BALANCE SHEETS ASSETS December 31, 1996 1995 ---- ---- (Amounts in Thousands) Cash and cash equivalents $11 $12 Accounts receivable 6 -- --- --- Total Assets $17 $12 === === LIABILITIES AND PARTNERS' CAPITAL Partners' capital $17 $12 --- --- Total Liabilities and Partners' Capital $17 $12 === === COMBINED STATEMENTS OF OPERATIONS INCOME For the Years Ended December 31, 1996 1995 1994 ---- ---- ---- (Amounts in Thousands) Interest income $ 8 $ 2 $-- Other income 20 67 1 --- --- --- Total Income 28 69 1 --- --- --- EXPENSES Management fee to the General Partner 1 4 4 Other expenses 1 2 3 --- --- --- Total Expenses 2 6 7 --- --- --- Net Income (loss) $26 $63 $(6) === === === Page 21 of 28 The General Partner earns a management fee of 5% of the Partnership's respective interest in gross payments received for each financing joint venture. Revenues subject to a management fee at the joint venture level are not subject to management fees at the Partnership level. Revenues generated from the financing joint venture are subject to the same management fee percentage as revenues from equipment purchased and maintained in the Partnership's own portfolio. Note 7. Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses consist of the following at December 31: 1996 1995 ---- ---- (Amounts in Thousands) Equipment lease operations $ 1 $ 1 General Partners and Affiliates 1 2 Other 37 41 --- --- Total $39 $44 === === Note 8. Settlement. On July 1, 1991, Phoenix Leasing Incorporated, as General Partner to the Partnership and sixteen other affiliated partnerships, filed suit in the Superior Court for the County of Marin, Case No. 150016, against Xerox Corporation, a corporation with which the General Partner had entered into contractual agreements for the acquisition and administration of leased equipment. The lawsuit was settled out of court effective as of October 28, 1994 pursuant to the terms of a Confidential Settlement Agreement and Mutual Release. The settlement agreement generally provides for compensation payable to the Partnership and its affiliates in cash and kind, including the assignment by Xerox of certain goods and services. The agreement further provides for the sale by Xerox to the Partnership and its affiliates of equipment subject to lease. The suit that was filed in the Superior Court for the County of Marin, Case No. 150016, has been dismissed with prejudice on the merits. The Partnership's pro rata share of the Xerox settlement was $70,000, which consists of cash of $28,000, and assigned monthly rentals and credits for goods and services valued at $42,000. In addition, the Partnership purchased additional leased equipment at an aggregate cost of $43,000. The Partnership, along with sixteen other affiliated partnerships managed by the General Partner, contributed its share of the assigned monthly rentals, credits for goods and services and purchased equipment leases to a joint venture, in exchange for an interest in the joint venture. Note 9. Liquidation Fees. The General Partner is entitled to 11.688% of all cash distributions. Distributions in excess of the General Partners' capital account are characterized as liquidation fees. If the Partnership were to dissolve, the General Partner would be liable to the Partnership for the negative capital account to the extent of the liability. For the years ended December 31, 1996, 1995 and 1994, the liquidation fees accrued to the General Partners were $22,000, $14,000 and $22,000, respectively. The fee represents an expense of the Partnership and is specially allocated to the Limited Partners. Note 10. 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. Page 22 of 28 The net difference between the tax basis and the reported amounts of the Partnership's assets and liabilities are as follows at December 31: Reported Amounts Tax Basis Net Difference ---------------- --------- -------------- (Amounts in Thousands) 1996 - ---- Assets $ 959 $ 1,220 $ (261) Liabilities 39 21 18 1995 - ---- Assets $ 1,370 $ 1,475 $ (105) Liabilities 43 42 1 Note 11. Related Entities. The General Partner serves in the capacity of general partner in other partnerships, all of which are engaged in the equipment leasing and financing business. The General Partner incurs certain expenses, such as data processing, equipment storage and equipment remarketing costs, for which it is reimbursed by the Partnership. Equipment remarketing costs are incurred as the General Partner remarkets certain equipment on behalf of the Partnership. These expenses incurred by the General Partner are reimbursed at the lower of the actual costs or an amount equal to 90% of the fair market value for such services. Note 12. Net Income (Loss) and Distributions per Limited Partnership Unit. Net income (loss) and distributions per limited partnership unit was based on the limited partners' share of net income (loss) and distributions and the weighted average number of units outstanding of 16,521 for the years ended December 31, 1996, 1995 and 1994. Note 13. Fair Value of Financial Instruments. The following methods and assumptions were used to estimate the fair value of each class of financial instrument which it is practicable to estimate that value. Cash and Cash Equivalents The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of these instruments. Notes Receivable The fair value of notes receivable is estimated by discounting the expected future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. Available-for-Sale Securities The fair values of investments in available-for-sale securities are estimated based on quoted market prices. Page 23 of 28 The estimated fair values of the Partnership's financial instruments are as follows at December 31: Carrying Amount Fair Value ------ ---------- (Amounts in Thousands) 1996 - ---- Assets Cash and cash equivalents $ 369 $ 369 Securities, available-for-sale 2 2 Notes receivable 525 525 1995 - ---- Assets Cash and cash equivalents $ 595 $ 595 Securities, available-for-sale 2 2 Notes receivable 707 1,069 Page 24 of 28 Item 9. Disagreements on Accounting and Financial Disclosure Matters. None. PART III Item 10. Directors and Executive Officers of the Registrant. The registrant is a limited partnership and, therefore, has no executive officers or directors. The corporate general partner of the registrant is Phoenix Leasing Incorporated, a California corporation. Gus Constantin serves as an individual general partner. The directors and executive officers of Phoenix Leasing Incorporated (PLI) are as follows: GUS CONSTANTIN, age 59, is President, Chief Executive Officer and a Director of PLI. Mr. Constantin received a B.S. degree in Engineering from the University of Michigan and a Master's Degree in Management Science from Columbia University. From 1969 to 1972, he served as Director, Computer and Technical Equipment of DCL Incorporated (formerly Diebold Computer Leasing Incorporated), a corporation formerly listed on the American Stock Exchange, and as Vice President and General Manager of DCL Capital Corporation, a wholly-owned subsidiary of DCL Incorporated. Mr. Constantin was actively engaged in marketing manufacturer leasing programs to computer and medical equipment manufacturers and in directing DCL Incorporated's IBM System/370 marketing activities. Prior to 1969, Mr. Constantin was employed by IBM as a data processing systems engineer for four years. Mr. Constantin is an individual general partner in four active partnerships and is an NASD registered principal. Mr. Constantin is the founder of PLI and the beneficial owner of all of the common stock of Phoenix American Incorporated. PARITOSH K. CHOKSI, age 43, is Senior Vice President, Chief Financial Officer, Treasurer and a Director of PLI. He has been associated with PLI since 1977. Mr. Choksi oversees the finance, accounting, information services and systems development departments of the General Partner and its Affiliates and oversees the structuring, planning and monitoring of the partnerships sponsored by the General Partner and its Affiliates. Mr. Choksi graduated from the Indian Institute of Technology, Bombay, India with a degree in Engineering. He holds an M.B.A. degree from the University of California, Berkeley. GARY W. MARTINEZ, age 46, is Senior Vice President and a Director of PLI. He has been associated with PLI since 1976. He manages the Asset Management Department, which is responsible for lease and loan portfolio management. This includes credit analysis, contract terms, documentation and funding; remittance application, change processing and maintenance of customer accounts; customer service, invoicing, collection, settlements and litigation; negotiating lease renewals, extensions, sales and buyouts; and management information reporting. From 1973 to 1976, Mr. Martinez was a Loan Officer with Crocker National Bank, San Francisco. Prior to 1973, he was an Area Manager with Pennsylvania Life Insurance Company. Mr. Martinez is a graduate of California State University, Chico. BRYANT J. TONG, age 42, is Senior Vice President, Financial Operations of PLI. He has been with PLI since 1982. Mr. Tong is responsible for investor services and overall company financial operations. He is also responsible for the technical and administrative operations of the cash management, corporate accounting, partnership accounting, accounting systems, internal controls and tax departments, in addition to Securities and Exchange Commission and other regulatory agency reporting. Prior to his association with PLI, Mr. Tong was Controller-Partnership Accounting with the Robert A. McNeil Corporation for two years and was an auditor with Ernst & Whinney (succeeded by Ernst & Young) from 1977 through 1980. Mr. Tong holds a B.S. in Accounting from the University of California, Berkeley, and is a Certified Public Accountant. CYNTHIA E. PARKS, age 41, is Vice President, General Counsel and Assistant Secretary of PLI. Prior to joining PLI in 1984, she was with GATX Leasing Corporation, and had previously been Corporate Counsel for Stone Financial Companies, and an Assistant Vice President of the Bank of America, Bank Amerilease Group. She has a bachelor's degree from Santa Clara University, and earned her J.D. from the University of San Francisco School of Law. Neither the General Partner nor any Executive Officer of the General Partner has any family relationship with the others. Phoenix Leasing Incorporated or its affiliates and the executive officers of the General Partner serve in a similar capacity to the following affiliated limited partnerships: Phoenix Leasing American Business Fund, L.P. Phoenix Leasing Cash Distribution Fund V, L.P. Page 25 of 28 Phoenix Income Fund, L.P. Phoenix Leasing Cash Distribution Fund IV Phoenix High Tech/High Yield Fund Phoenix Leasing Cash Distribution Fund III Phoenix Leasing Cash Distribution Fund II Phoenix Leasing Income Fund VII Phoenix Leasing Income Fund VI and Phoenix Leasing Growth Fund 1982 Item 11. Executive Compensation. Set forth is the information relating to all direct remuneration paid or accrued by the Registrant during the last year to the General Partner. (A) (B) (C) (D) Cash and cash- Aggregate of Name of Individual Capacities in equivalent forms contingent forms or persons in group which served of remuneration of remuneration - ------------------- ------------ ------------------------------------------- ----------------- (C1) (C2) Securities or property Salaries, fees, directors' insurance benefits or fees, commissions, and reimbursement, personal bonuses benefits ------------------------ -------------------- (Amounts in Thousands) Phoenix Leasing General Partner $17(1) $0 $0 Incorporated Gus Constantin General Partner 7(2) 0 0 --- - - All General Partners General Partners $24 $0 $0 === = = (1) consists of management and liquidation fees. (2) consists of liquidation fees. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) No person owns of record, or is known by the Registrant to own beneficially, more than five percent of any class of voting securities of the Registrant. (b) The General Partner of the Registrant owns the equity securities of the Registrant set forth in the following table: Page 26 of 28 (1) (2) (3) Title of Class Amount Beneficially Owned Percent of Class -------------- ------------------------- ---------------- General Partner Interest: Mr. Gus Constantin, Represents a 3.896% Interest 33.3% Individual General Partner in the Registrant's Profits, Losses and Distributions. General Partner Interest: Phoenix Leasing Incorporated, Represents a 7.792% Interest 66.7% Corporate General Partner in the Registrant's Profits, Losses and Distributions. Limited Partner Interest: Phoenix Leasing Incorporated, .50 units - Corporate General Partner Item 13. Certain Relationships and Related Transactions. None. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. Page No. -------- (a) 1. Financial Statements: Report of Independent Public Accountants 9 Balance Sheets 10 Statements of Operations 11 Statements of Partners' Capital 12 Statements of Cash Flows 13 Notes to the Financial Statements 14-23 2. Financial Statement Schedules: Report of Independent Public Accountants on the Financial Statement Schedules 9 Schedule II - Valuation and Qualifying Accounts and Reserves 28 All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto. (b) Reports on Form 8-K: No reports on Form 8-K were filed for the quarter ended December 31, 1996. (c) Exhibits. 21. Additional Exhibits a) Balance Sheets of Phoenix Leasing Incorporated E21 1-12 b) Financial Statements for Significant Subsidiaries: Phoenix Joint Venture 1994-1 E21 13-23 27. Financial Data Schedule. Page 27 of 28 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PHOENIX LEASING INCOME FUND 1977 (Registrant) BY: PHOENIX LEASING INCORPORATED, A CALIFORNIA CORPORATION GENERAL PARTNER Date: March 25, 1997 By: /S/ GUS CONSTANTIN -------------- ------------------- Gus Constantin, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /S/ GUS CONSTANTIN President, Chief Executive Officer and a March 25, 1997 - ---------------------- Director of Phoenix Leasing Incorporated -------------- (Gus Constantin) General Partner /S/ PARITOSH K. CHOKSI Chief Financial Officer, March 25, 1997 - ---------------------- Senior Vice President, -------------- (Paritosh K. Choksi) Treasurer and a Director of Phoenix Leasing Incorporated General Partner /S/ BRYANT J. TONG Senior Vice President, March 25, 1997 - ---------------------- Financial Operations of -------------- (Bryant J. Tong) (Principal Accounting Officer) Phoenix Leasing Incorporated General Partner /S/ GARY W. MARTINEZ Senior Vice President and a Director of March 25, 1997 - ---------------------- Phoenix Leasing Incorporated -------------- (Gary W. Martinez) General Partner /S/ MICHAEL K. ULYATT Partnership Controller of March 25, 1997 - ---------------------- Phoenix Leasing Incorporated -------------- (Michael K. Ulyatt) General Partner Page 28 of 28 PHOENIX LEASING INCOME FUND 1977 SCHEDULE II (Amounts in Thousands) SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F Classification Balance at Charged to Charged to Deductions Balance at Beginning of Expense Revenue End of Period Period - ----------------------------------- --------------- -------------- -------------- ---------------- ------------- Year ended December 31, 1994 Allowance for losses on accounts receivable $ 23 $ 0 $10 $ 9 $ 4 Allowance for early termination of financing leases 8 0 5 0 3 Allowance for losses on notes receivable 92 0 0 0 92 ---- ---- --- --- ---- Totals $123 $ 0 $15 $ 9 $ 99 ==== ==== === === ==== Year ended December 31, 1995 Allowance for losses on accounts receivable $ 4 $ 8 $ 0 $11 $ 1 Allowance for early termination of financing leases 3 0 3 0 0 Allowance for losses on notes receivable 92 0 0 0 92 ---- ---- --- --- ---- Totals $ 99 $ 8 $ 3 $11 $ 93 ==== ==== === === ==== Year ended December 31, 1996 Allowance for losses on accounts receivable $ 1 $ 0 $ 0 $ 1 $ 0 Allowance for losses on notes receivable 92 182 0 0 274 ---- ---- --- --- ---- Totals $ 93 $182 $ 0 $ 1 $274 ==== ==== === === ====