BERTHEL FISHER & CO LEASING INC
10QSB, 1996-08-14
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1

                    U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996


                        Commission file number 33-98346C

                     Berthel Fisher & Company Leasing, Inc.
                    ---------------------------------------
                    (Exact name of small business issuer as
                           specified in its charter)

                 Iowa                           42-1312639
      -----------------------------    ---------------------------------
     (State or other jurisdiction      (IRS Employer Identification No.)
     of incorporation or organization)


           425 Second Street SE  Suite 600  Cedar Rapids, IA  52401
           ---------------------------------------------------------
                    (Address of principal executive offices)


                                 (319)365-2506
                          ---------------------------
                          (Issuer's telephone number)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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      No  X
    ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS
     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 400,000 shares of Class A
common stock.                                      -------
                                                 
Transitional Small Business Disclosure Format (Check one):  Yes    No  X
                                                                ---   ---








<PAGE>   2





                     BERTHEL FISHER & COMPANY LEASING, INC.

                                     INDEX



Part I.   FINANCIAL INFORMATION
- - --------------------------------

Item 1.  Financial Statements (unaudited).

          Balance sheet - June 30, 1996

          Statements of operations - three months ended June 30, 1996 and three 
          months ended June 30, 1995.  Six months ended June 30, 1996 and six 
          months ended June 30, 1995.

          Statements of cash flows - six months ended June 30, 1996 and six 
          months ended June 30, 1995.

Item 2.  Management's discussion and analysis of financial condition and 
         results of operations.



Signatures





<PAGE>   3



                     BERTHEL FISHER & COMPANY LEASING, INC.
                           BALANCE SHEET (UNAUDITED)
                                 JUNE 30, 1996

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                         <C>
Cash and cash equivalents                                     $   360,266


Net investment in direct financing leases (Note 4)              7,854,216
Notes receivable                                                7,838,114
Allowance for possible lease and notes receivable losses         (322,349)
                                                              -----------
Direct financing leases and notes receivable, net              15,369,981
Other assets                                                    1,671,440
                                                              -----------
                 
  Total assets                                                $17,401,687
                                                              ===========


                     LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Note payable under line-of-credit (Note 3)                  $ 9,696,110
  Long-term debt (Note 3)                                       6,057,106
  Other liabilities                                               872,597
                                                              -----------


  Total liabilities                                          $ 16,625,813
                                     
Commitments and contingencies (Note 7)
Redeemable class B nonvoting convertible stock (Note 5)
  No par value
  Authorized shares --- 100,000
  Issued and outstanding shares --- 75,500                        718,893

Stockholder's equity:
 Class A common stock
  No par value                                         
  Authorized shares --- 1,000,000                               
  Issued and outstanding shares --- 400,000                         1,000
  Additional paid-in-capital (Note 3)                               1,758
Retained earnings                                                  54,223
                                                              -----------
  Total stockholder's equity                                       56,981
                                                              -----------

  Total liabilities and stockholder's equity                  $17,401,687
                                                              ===========
</TABLE>


See Accompanying Notes



<PAGE>   4


                     BERTHEL FISHER & COMPANY LEASING, INC.
                      STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
 
                                                   Three Months Ending
                                                         June 30
                                                 ----------------------     
                                                    1996          1995      
                                                 ---------      --------
<S>                                             <C>            <C>
Revenue:     
Income from direct financing leases             $  258,551     $ 245,180    
Management and lease acquisition fees
  from affiliates                                  196,623       288,128    
Interest income                                    280,028       203,407    
Gain on early terminations                          82,679        65,878    
Other revenues                                      41,948        70,308    
                                                 ---------     ---------    
                                                                            
Total revenues                                     859,829       872,901    
                                                                          

Expenses:                                                      
Employment compensation and benefits               227,635       200,396    
Management fees to affiliates                      144,311       168,844   
Interest expense                                   402,795       291,857    
Other expenses                                     233,161       309,277    
                                                 ---------     ---------    
                                                                            
Total expenses                                   1,007,902       970,374    
                                                 ---------     ---------    
                                                                            
Loss before income taxes                          (148,073)      (97,473)   
Income tax credit                                  (52,707)      (33,141)   
                                                 ---------     ---------    

Net loss                                           (95,366)      (64,332)   
Less net income attributable to class B stock            0             0     
                                                 ---------     ---------    
Net loss attributable to class A common stock   $  (95,366)    $ (64,332)   
                                                 ---------     ---------    
Loss per common share                            ---------     ---------
      
 Primary                                        $     (.24)    $    (.16)    
 Fully Diluted                                  $     (.24)    $    (.16)    

</TABLE>
                                                                            
                                                                            
See Accompanying Notes                                                      
    



<PAGE>   5


                     BERTHEL FISHER & COMPANY LEASING, INC.
                      STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Six Months Ending
                                                          June 30 
                                                --------------------------  
                                                  1996             1995      
                                                ----------       ----------  
<S>                                             <C>              <C>        
Revenue:                                                                     
Income from direct financing leases             $  545,061       $  476,496  
Management and lease acquisition fees 
  from affiliates                                  399,850          633,131  
Interest income                                    542,166          334,891  
Gain on early terminations                         198,109           67,582  
Other revenues                                      74,530           94,221  
                                                ----------       ----------  
                                                                             
Total revenues                                   1,759,716        1,606,321  
                                                                             

Expenses:                                                                    
Employment compensation and benefits               422,826          366,798  
Management fees to affiliates                      291,925          333,549  
Interest expense                                   806,879          541,053   
Other expenses                                     442,135          503,227  
                                                ----------       ----------  
                                                                             
Total expenses                                   1,963,765        1,744,627  
                                                ----------       ----------  
                                                                             
Loss before income taxes                          (204,049)        (138,306) 
Income tax credit                                  (72,319)         (47,024) 
                                                ----------       ----------  
                                                                             
Net loss                                          (131,730)         (91,282) 
Less net income attributable to class B stock          -0-              -0- 
                                                ----------       ----------  
                                                                             
Net loss attributable to class A common stock   $ (131,730)      $  (91,282) 
                                                ==========       ==========  

Loss per common share                                                        
  Primary                                       $     (.33)      $     (.23) 
  Fully Diluted                                 $     (.33)      $     (.23) 

</TABLE>                                                                     
                                                                             
See Accompanying Notes                                                       
                                                                             
                                                                             
                                                                             
                                                                             
                                                                             
                                                                             
     
     
<PAGE>   6

                    BERTHEL FISHER & COMPANY LEASING, INC.
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



                                                                

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED   
                                                           JUNE 30, 1996            JUNE 30,1995   
                                                           -------------------------------------   
<S>                                                         <C>                    <C>            
OPERATING ACTIVITIES                                                                              
Net (Loss)                                                  $  (131,730)            $   (91,282)  
Adjustments to reconcile net loss to net cash                                                     
 provided by operating activities:                                                                
 Amortization                                                    41,355                  46,738   
 Provision for uncollectible accounts                            85,014                  40,590   
 Gain on early termination of leases and notes                 (198,109)                 (2,695)  
 Gain on redemption of Class B non-voting                                                         
    convertible stock                                                -0-                (27,280)  
 Gain on redemption of convertible preferred                                                      
    stock of subsidiary                                              -0-                (20,447)  
 Gain on sale of monitoring contracts                                -0-                (65,585)  
 Depreciation                                                    36,418                  14,997   
 Changes in operating assets and liabilities:                                                     
    Recoverable/payable under tax allocation agreement          (56,859)                (34,974)  
    Other assets                                                (31,675)                 37,100   
    Trade accounts payable                                     (174,846)                350,420   
    Accrued expenses                                            (61,516)               (117,851)  
                                                              ---------               ---------   
Net cash provided by (used in) operating activities            (491,948)                129,731   
                                                                                                  
INVESTING ACTIVITIES                                                                              
Purchases of equipment for direct financing leases           (6,139,723)             (2,491,830)  
Repayments of direct financing leases                         1,028,145               1,275,817   
Proceeds from sale or early termination of                                                        
 direct financing leases                                      5,290,716                 125,967   
Issuance of notes receivable                                 (3,394,584)             (1,510,100)  
Repayments of notes receivable                                  921,342                 353,124   
Proceeds from early termination of notes receivable           1,599,619                      -0-  
Distributions from (investments in) limited partnersships       414,444                 (39,144)  
Net lease security deposits collected(repaid)                   112,365                  25,967  
Purchases of furniture and equipment                            (87,907)                (56,733)  
Payments from monitoring contracts                                   -0-                535,742  
                                                              ---------               ----------   
Net cash provided by (used in) investing activities            (255,583)             (1,781,190)  
</TABLE> 
                                                                               
                   
<PAGE>   7



                    BERTHEL FISHER & COMPANY LEASING, INC.
                           STATEMENTS OF CASH FLOWS
                            (UNAUDITED) (CONTINUED)




<TABLE>       
<S>                                                   <C>                     <C>     
FINANCING ACTIVITIES                                                                        
Net proceeds from (repayments) of notes payable          1,120,610                  2,179,456       
Proceeds from issuance of long term debt                 1,316,792                  1,204,080       
Repayments of long term debt                            (1,483,455)                (1,471,882)      
Redemption of convertible preferred stock                                                          
   of subsidiary                                               -0-                   (129,510)        
Redemption of Class B non-voting convertible stock             -0-                   (172,720)        
Cash dividends paid on Class B non-voting                                                          
   convertible stock                                           -0-                   (114,600)        
                                                       -----------               ------------        
Net cash provided by financing activities                  953,947                  1,494,824        
                                                       -----------               ------------        
Net increase (decrease) in cash and cash equivalents       206,416                   (156,635)        
Cash and cash equivalents at beginning of period           153,849                    374,826        
                                                       -----------               ------------        
Cash and cash equivalents at end of period             $   360,265               $    218,191        
                                                       ===========               ============        
                                                                                                   
                                                                                                   
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                                  
Cash paid during the period for:                                                                   
 Interest                                              $   792,341                 $  500,239        
 Income taxes                                                4,170                    116,519        
Noncash investing and financing activities:                                                        
 Amortization of Class B nonvoting convertible                                                     
  stock issuance costs                                       4,017                      4,012        
</TABLE>  
                                                                               

See accompanying notes.                                                        
<PAGE>   8


                     BERTHEL FISHER & COMPANY LEASING, INC.
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principle for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the six months ended
June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996.  These financial statements
should be read in conjunction with the Company's registration statement on Form
SB-2 filed with the Securities and Exchange Commission.

2.   ORGANIZATION

     Berthel Fisher & Company Leasing, Inc. (the "Company") is a wholly-owned
subsidiary of Berthel Fisher & Company (the "Parent").  During the year ended
December 31, 1993, the Company formed a wholly-owned subsidiary, Security
Finance Corporation.  Security Finance Corporation was established to provide
financing services to the home security industry.  During 1995, all assets and
liabilities of Security Finance Corporation were assumed by the Company, and
Security Finance Corporation was subsequently dissolved.  During the year ended
December 31, 1994, the Company formed a wholly-owned subsidiary, Communications
Finance Corporation.  All of the assets and liabilities of Communications
Finance Corporation have been assumed by the Company.  The Company intends to
keep Communications Finance Corporation as a shell for use in future financing
transactions.

     The Company is the general partner in two limited partnerships,
Telecommunications Income Fund IX, L.P. ("TIF IX") and Telecommunications
Income Fund X, L.P. ("TIF X").  The Company accounts for its general
partnership interests in TIF IX and TIF X under the equity method of
accounting.  (See Note 6).

3.   CREDIT ARRANGEMENTS

     The Company has a note payable consisting of a line-of-credit agreement
with a bank.  The amount available to borrow under the line-of-credit is
limited to 85% of its qualified accounts (primarily leases and notes
receivable) at June 30, 1996, which limit must be reduced to 75% by August 31,
1996 or earlier upon the occurrence of certain events, as defined in the
agreement, but in no case can exceed $10 million.  The advance rate was 78 1/2%
of qualified accounts at July 31, 1996.  The line-of-credit bears
interest at prime plus 1.7% and is collateralized by substantially all of the
Company's assets.  The line-of-credit agreement is guaranteed by the Company's
Parent and a major stockholder of the Company's Parent.  The loan agreement
contains various restrictive covenants including, among others, covenants that
restrict dividend payments except to Class B stockholders and requires the
Company to maintain certain financial ratios including a total liabilities to
tangible net worth ratio, as defined in the agreement, of not greater than 3.0.
As of  June 30, 1996, the company's ratio was 2.8.











<PAGE>   9


                     BERTHEL FISHER & COMPANY LEASING, INC.
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


3. CREDIT ARRANGEMENTS (CONTINUED)
     Long-term debt at June 30, 1996 consists of:

<TABLE>                                                                        
<S>                                                                           <C>
   Collateral trust bonds, 9% to 9.5%, maturing through 1997                      $     52,111   
   Installment loan agreements to banks, 7.75% to 11%, maturing                                  
     through April 2000, collateralized by net investment in certain                             
     direct financing leases                                                      $  2,137,746   
   Subordinated notes payable, interest of 9.5% to 10%, maturing 2001 and 2004,              
     generally subordinate to all direct and guaranteed third party                              
     debt of the Company                                                              $877,269   
   Unsecured subordinated debentures, interest of 11% to 12%,                                    
   maturing in September 1998                                                         $725,000   
   Subordinated debenture to the Parent, interest of 3% over                                     
     prime (11.5% at June 30, 1996), due 2005, generally                                         
     subordinated to all direct and guaranteed debt of the Company                $  2,264,980   
                                                                                  ------------   
                                                                                  $  6,057,106   
                                                                                  ============   
   </TABLE>                                                                    
                  
                                                                               
                
     The collateral trust bonds have a first security interest in certain   
equipment leases and are redeemable by the bond holder at any time after one   
year from the date of issuance subject to certain limitations as defined in the
agreements, including a maximum redemption in any one year of 5% of the total
principal balance outstanding.

     In June, 1996, the Company began raising funds through an effective
registration statement for subordinated notes under Form SB-2 filed with the
Securities and Exchange Commission.  Through June 30, 1996, the Company had
raised $879,000 under this offering on a best efforts basis.  The subordinated 
notes payable are subordinate to all indebtedness secured by assets of the 
Company but are senior in right of payment to debt held by the Parent.  
Each subordinated note is issued with a detachable warrant which
entitles the holder to purchase 11 shares of Class A common stcck of the
Company.  Each warrant has been assigned a value of $2 by the Company which
amount is carried as additional paid in capital.  This amount will be amortized
over the life of the associated subordnated notes to increase the carrying
value of the subordinated notes to their full redemption value at maturity.

4. NET INVESTMENT IN DIRECT  FINANCING LEASES

     The Company's net investment in direct financing leases at June 30, 1996
consists of:


<TABLE>                                                                     
<S>                                                         <C>                   
Minimum lease payments receivable                           $ 9,104,024            
Estimated unguaranteed residual values                      $   851,996              
Unamortorized initial direct costs                          $   139,087              
Unearned income                                             $(2,240,891)          
                                                            ------------          
                                                            $ 7,854,216            
                                                            ============          
</TABLE>                                                                       
                 
                                                                               
<PAGE>   10



                     BERTHEL FISHER & COMPANY LEASING, INC.
             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)


5. CLASS B NONVOTING CONVERTIBLE STOCK

     The Company's Class B nonvoting convertible stock carries a 12%
noncumulative dividend limited to 25% of the Company's income before taxes each
year, up to a maximum of $1.20 per share.  The Class B nonvoting convertible is
convertible on a one-for-one basis up to a maximum of 20% of the Class A common
stock of the Company after conversion.  The stock is redeemable at $10 per
share for a 30-day period after the tenth anniversary of the issuance date
(April, 1990 to September, 1991) at the option of the holder.  Shares which are
not redeemed during that time are automatically converted to Class A common
stock on a one-for-one basis.  The following summarizes the amounts pertaining
to the Class B nonvoting convertible stock as set forth in the balance sheets
at June 30, 1996:


<TABLE>
 <S>                                                             <C>
 Class B nonvoting convertible stock (no par value-authorized 
   100,000 shares, issued and outstanding 75,500 shares) at 
   redemption or liquidation value                                $   755,000
 Unamortorized stock issuance costs                               $   (36,107)
                                                                  -----------
                                                                  $   718,893
                                                                  ===========
</TABLE>                                               
  
During the six months ended June 30, 1995, the Company allowed redemptions
aggregating $200,000 outside the standard terms of the stock agreement.  This
redemption resulted in a gain of $27,270 which was recorded directly to
retained earnings together with a gain of $20,457 on the redemption of
preferred stock of its former subsidiary, Security Finance Corporation.

6. INVESTMENT IN LIMITED PARTNERSHIPS


Combined summarized income statement information for TIFIX and TIFX is as 
follows:

<TABLE>
<CAPTION>                                                                      
                                              SIX  MONTHS ENDED  JUNE 30       
                                              --------------------------       
                                              1996                   1995       
                                              ----                   ----       
   <S>                                     <C>                  <C>            
   Income from direct financing leases     $  3,057,813         $  3,194,321   
   Other revenue                           $    388,563         $     70,308   
   Provision for possible losses           $   (782,549)        $   (123,841)  
   Expenses                                $ (1,593,511)        $ (1,090,734)  
                                           ------------         ------------   
   Net income                              $  1,070,316         $  2,050,054   
                                           ============         ============   
   Net income per partnership unit:                                            
    TIFIX                                  $       9.80         $      12.39   
    TIFX                                   $       4.47         $      13.34   
   </TABLE>                                                                
                                                          
7. COMMITMENTS AND CONTINGENCIES

     The Company has guaranteed amounts outstanding under a line-of-credit
agreement with a bank of TIFIX.  The line-of-credit agreement allows TIFIX to
borrow the lesser of $6.25 million or 32% of its qualified accounts, as defined
in the agreement.  The balance outstanding under this line-of-credit was
$4,811,211 at June 30, 1996.  The agreement matures on November 30, 1997, and
is cancelable by the lender after giving 90-day notice and is secured by
substantially all assets of TIFIX.  The note is also guaranteed by the
Company's Parent and a principal stockholder of the Company's Parent.




<PAGE>   11



                     BERTHEL FISHER & COMPANY LEASING, INC.
            NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)



The Company also has guaranteed amounts outstanding under a line-of-credit
agreement with a bank of TIFX. The line-of-credit agreement allows TIFX to
borrow the lesser of $7.25 million or 32% of its qualified accounts, as defined
in the agreement.  The balance outstanding under this line-of-credit was
$5,780,852 at June 30, 1996.  The agreement matures on November 30, 1997, and
is cancelable by the lender after giving 90-day notice and is secured by
substantially all assets of TIFX.  The note is also guaranteed by the Company's
Parent and a principal stockholder of the Company's Parent.

     The Company has also guaranteed amounts outstanding under installment loan
agreements of TIFIX and TIFX totaling $2,802,995 at June 30, 1996.  The
agreements are collateralized by certain direct financing leases and a second
interest in all assets of TIFIX and TIFX.

     In May, 1996, the Company exercised its right to manage the assets
financed for a customer under a note receivable due to default under the
agreement.  The note receivable balance at the time the assets were repossessed
approximated $437,000 which amount has been reclassified to furniture and       
equipment and is being depreciated on a straight-line basis over its estimated
remainig useful life.   This equipment is currently being serviced for the
Company under a short-term management agreement.  The Company's intent is to
sell the equipment or lease the equipment to a new lessee.  The Company expects
to incur a loss approximating $50,000 upon the sale or lease of this equipment.
Although there can be no assurances, management believes the Company's
allowance for possible losses is sufficient to cover any potential losses with
respect to this equipment.  The Company's allowance for possible losses has not
yet been charged for this estimated loss due to ongoing negotiations with a
potential purchaser.





<PAGE>   12




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

Total revenues in the six months ended June 30, 1996 have increased
approximately 10% over the same period in 1995.  This increase is attributable
to increases in lease income, interest income and gains on early termination of
leases and notes receivable.  Collectively, these three components increased
46% over the same period in 1995.  The primary offset to these increases was
the 36% decrease from 1995 to 1996 in management and lease acquisition fees the
Company receives from the limited partnerships for which it serves as the
general partner.

Lease and interest income have continued to increase as the Company's net
investment in direct financing leases and its notes receivable have increased.
Gains on early termination of leases have increased due to sales of
approximately $4 million of net investment in direct financing leases by the
Company in the first six months of 1996 to provide the Company the capacity to
continue to originate new business.  These sales by the Company resulted in
gains of approximately $35,000 in the first six months of 1996 whereas, the
Company did not make such sales in the first six months of 1995.  In addition,
certain lease and note receivable customers opted to pay off their leases and
notes prior to full term resulting in gains to the Company of approximately
$163,000 in the first six months of 1996 compared to approximately $68,000 in
1995.   Management of the Company believes lease and interest income will
continue to increase as proceeds from sales of  the Company's subordinated
notes registered under Form SB-2 enable the Company to originate new leases and
notes receivable and thus, provide sufficient cash flow to avoid further sales
of the Company's lease portfolio.

Management and lease acquisition fees represent fees paid to the Company by
Telecommunications Income Fund IX, L.P. ("TIF IX") and Telecommunications
Income Fund X, L.P. ("TIF X").  The Company earns management fees from TIF IX
and TIF X based upon lease rentals received by the partnerships.  Management
fees decreased approximately $102,000 or 20% in the first six months of 1996 as
compared to the same period in 1995 due primarily to early termination of
leases in 1996 as well as delinquent lease payments from lessees in 1996.
Management of the Company estimates that management fees from TIF IX and TIF X
will remain consistent throughout the remainder of 1996 due to increased lease
originations in the partnerships.  Lease acquisition fees were approximately
$131,000 in the first six months of 1995 while they were $0 in 1996. The
Company earned lease acquisition fees equal to 4% of the cost of equipment in
leases originated for TIF IX and TIF X initial lease originations.  The
acquisition fee was only payable to the Company on leases originated and funded
with original debt and equity funds of TIF IX and TIF X and not on reinvested
capital.  The Company ceased earning acquisition fees from TIF IX  in 1994 and
TIF X in April, 1995 when their respective original equity and debt funds were
fully utilized and originations began to be funded with reinvested capital.

Total expenses during the six months ended June 30, 1996 increased
approximately 13% over the same period in 1995.  This increase is attributable
to a 49% increase in interest expense and a 15% increase in employee
compensation and benefits while being offset by 12% decreases in both
management fees and other expenses.


<PAGE>   13



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

The increased interest expense is a result of the Company increasing the size
of its lease and note receivable portfolio from $11.7 million at June 30, 1995
to $15.4 million at June 30, 1996 using its line-of-credit and other debt
proceeds.  Employee compensation and benefits has increased over the prior year
due to the addition of personnel to facilitate and service the increased
portfolio.

The Company pays its parent one-half of the management fees it receives from
TIF IX and TIF X.  The management fee income decrease of approximately $102,000
as described above, therefore, resulted in an approximate $51,000 decrease in
managment fee expense.  The decrease in other expenses is due primarily to the
sale in 1995 of alarm monitoring contracts, and thus the elimination of the
associated costs of approximately $82,000,  which were held by the Company's
former subsidiary, Security Finance Corporation.

In May, 1996, the Company exercised its right to manage the assets financed for
a customer under a note receivable due to default under the agreement.  The
note receivable balance at the time the assets were repossessed approximated
$437,000 which amount has been reclassified to furniture and equipment and is
being depreciated on a straight-line basis over its estimated remainig useful
life.   This equipment is currently being serviced for the Company under a
short-term management agreement.  The Company's intent is to sell the equipment
or lease the equipment to a new lessee.  The Company expects to incur a loss
upon the sale or lease of this equipment.  Although there can be no assurances,
management believes the Company's loss reserve is sufficient to cover any
potential losses with respect to this equipment.

LIQUIDITY AND CAPITAL RESOURCES

The Company relies primarily upon debt financing to originate its leases and
notes receivable.  The Company has a $10 million revolving line-of-credit with
2 banks with an expiration date of November, 1997.   The Company is currently
in negotiations with another bank to provide an additional $5 million through a 
participation in the existing line-of-credit.   The Company will also "match
fund" leases by executing a note payable with a bank for a specific lease.  At
June 30, 1996, the Company has notes payable of approximately $2.1 million
payable to banks for these "match fundings" with these notes due in varying
monthly payments through June, 2001.

The Company has also raised funds via private placement debt offerings. At June
30, 1996, the Company is obligated under private placement debt offerings of
approximately $3 million, including $2,264,980 payable to its parent.  The
amount due the parent is payable in 2005 while the other obligations are due at
various dates through 1998.

In June, 1996, the Company began raising funds through a public offering of
subordinated notes under a Form SB-2 registration statement filed with the
Securities and Exchange Commission.  Through June 30, 1996, the Company had
raised $879,000 under this offering and approximately $1.9 million had been
raised through July 31, 1996.  These subordinated notes are offered in two
series, Series A which pays interest on a monthly basis at an annual rate of
9.5% and the notes are  due 5 years from issuance.  Series B pays interest on a
monthly basis at an annual rate of 10% and the notes are due 8 years from
issuance.




<PAGE>   14



                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                    BERTHEL FISHER & COMPANY LEASING, INC.
                    --------------------------------------
                       (Registrant)



Date   August  13, 1996          /s/ David R. Harvey
       ----------------          ------------------------------
                                     David R. Harvey, President


Date   August 13, 1996           /s/ R. Brooks Sherman, Jr.
       ---------------           --------------------------------------
                                     R. Brooks Sherman, Jr., 
                                     Chief Financial Officer, Treasurer




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED BALANCE SHEET OF BERTHEL FISHER & COMPANY LEASING, INC. AS OF JUNE
30, 1996, AND THE UNAUDITED STATEMENT OF OPERATION OF BERTHEL FISHER & COMPANY
LEASING, INC. FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         360,266
<SECURITIES>                                         0
<RECEIVABLES>                               15,692,330
<ALLOWANCES>                                   322,349
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         797,222
<DEPRECIATION>                                 109,196
<TOTAL-ASSETS>                              17,401,687
<CURRENT-LIABILITIES>                                0
<BONDS>                                     15,753,216
<COMMON>                                         1,000
                                0
                                    718,893
<OTHER-SE>                                      55,981
<TOTAL-LIABILITY-AND-EQUITY>                17,401,687
<SALES>                                              0
<TOTAL-REVENUES>                               859,829
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               605,107
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             402,795
<INCOME-PRETAX>                              (148,073)
<INCOME-TAX>                                  (52,707)
<INCOME-CONTINUING>                           (95,366)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (95,366)
<EPS-PRIMARY>                                    (.24)
<EPS-DILUTED>                                    (.24)
        

</TABLE>


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