<PAGE> 1
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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 MARCH 31, 1998
COMMISSION FILE NUMBER 33-98346C
BERTHEL FISHER & COMPANY LEASING, INC.
(Exact name of small business issuer as specified in its charter)
IOWA
(State or other jurisdiction of
incorporation or organization)
42-1312639
(I.R.S. Employer
Identification No.)
100 SECOND STREET S.E., CEDAR RAPIDS, IOWA
(Address of principal executive offices)
52401
(Zip Code)
(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 X No
--- ---
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: 403,900 shares of Class A
common stock
Transitional Small Business Disclosure Format (Check
one): Yes No X
--- ---
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<PAGE> 2
BERTHEL FISHER & COMPANY LEASING, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance sheet -- March 31, 1998
Statements of operations and comprehensive income (loss) -- three
months ended March 31, 1998 and three months ended March 31, 1997
Statements of cash flows -- three months ended March 31, 1998 and
three months ended March 31, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
2
<PAGE> 3
BERTHEL FISHER & COMPANY LEASING, INC.
BALANCE SHEET (UNAUDITED)
MARCH 31, 1998
<TABLE>
<S> <C>
ASSETS:
Cash and cash equivalents........................................................................ $ -0-
Notes receivable................................................................................. 5,708,791
Net investment in direct financing leases (Note 3)............................................... 7,559,540
Allowance for possible loan and lease losses (Note 4)............................................ (83,825)
-------------
Notes receivable and direct financing leases, net................................................ 13,184,506
Equipment under operating lease, less accumulated depreciation of $38,921........................ 101,194
Due from affiliates.............................................................................. 44,060
Receivable from Parent under tax allocation agreement............................................ 442,562
Investments in:
Limited partnerships.......................................................................... 150,669
Not readily marketable securities, at cost.................................................... 30,134
Available for sale security, at fair value.................................................... 120,907
Furniture and equipment, less accumulated depreciation of $180,099............................... 187,400
Deferred income taxes............................................................................ 388,362
Deferred costs, less accumulated amortization of $379,605........................................ 476,770
Other assets..................................................................................... 599,489
-------------
Total.............................................................................................. $ 15,726,063
=============
LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY
Liabilities:
Line of credit agreement (Note 5)................................................................ $ 5,705,788
Demand note payable to Parent.................................................................... 788,000
Outstanding checks in excess of bank balance..................................................... 38,330
Trade accounts payable........................................................................... 104,900
Due to affiliates................................................................................ 80,805
Accrued expenses................................................................................. 206,905
Lease security deposits.......................................................................... 332,251
Notes payable (Note 5)........................................................................... 1,403,515
Subordinated debentures (Note 5)................................................................. 725,000
Subordinated notes payable (Note 5).............................................................. 2,996,824
Subordinated debenture payable to parent (Note 5)................................................ 2,000,000
-------------
Total Liabilities............................................................................. 14,382,318
-------------
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK (NOTE 7)............................................ 722,935
-------------
STOCKHOLDERS' EQUITY:
Series A preferred stock, no par value-authorized 125,000 shares, issued and outstanding 125,000
shares ($1,750,000 liquidation value, convertible into 109,375 shares of Class A common
stock)........................................................................................ 1,621,422
Class A common stock, no par value-authorized 1,000,000 shares, issued and outstanding 403,900
shares........................................................................................ 63,400
Common stock warrants............................................................................ 237,660
Accumulated deficit.............................................................................. (1,263,102)
Accumulated other comprehensive loss............................................................. (38,570)
-------------
Total stockholders' equity.................................................................... 620,810
-------------
Total.............................................................................................. $ 15,726,063
=============
</TABLE>
See accompanying notes.
3
<PAGE> 4
BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING
MARCH 31
----------------------
1998 1997
---- ----
<S> <C> <C>
REVENUE:
Income from direct financing leases....................... $240,705 $301,598
Management fees from affiliates........................... 229,721 209,564
Interest income........................................... 205,286 215,960
Gain on early terminations................................ 10,679 12,762
Other revenues............................................ 21,358 20,490
-------- --------
Total revenues.............................................. 707,749 760,374
-------- --------
EXPENSES:
Employment compensation and benefits...................... 93,145 113,301
Management fees to affiliates............................. 62,500 99,646
Interest expense.......................................... 362,672 409,520
Provision for possible loan and lease losses.............. 11,655 12,546
Other expenses............................................ 229,434 213,523
-------- --------
Total expenses.............................................. 759,406 848,536
-------- --------
Loss before income taxes.................................... (51,657) (88,162)
Income tax credit........................................... (17,563) (32,678)
-------- --------
Net loss.................................................... (34,094) (55,484)
COMPREHENSIVE INCOME (LOSS):
Unrealized gain on available for sale security, net of
tax.................................................... 69,089 -0-
Comprehensive income (loss)............................... $ 34,995 $(55,484)
======== ========
LOSS PER COMMON SHARE CALCULATION:
Net loss.................................................. (34,094) (55,484)
Dividends on convertible preferred stock (Note 8)......... (34,521) (11,006)
-------- --------
Net loss attributable to Class A stock.................... $(68,615) $(66,490)
======== ========
Basic..................................................... $ (.17) $ (.17)
Diluted................................................... $ (.17) $ (.17)
</TABLE>
See accompanying notes
4
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BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------
MARCH 31, 1998 MARCH 31, 1997
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss.................................................... $ (34,094) $ (55,484)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Gain on early termination of leases and notes............. (10,679) (12,762)
Depreciation of furniture and equipment................... 20,336 19,700
Amortization of deferred costs............................ 44,136 38,659
Provision for possible loan and lease losses.............. 11,655 12,546
Changes in operating assets and liabilities:
Due from affiliates....................................... 17,872 (11,605)
Recoverable from parent under tax allocation agreement.... (17,562) (34,004)
Other assets.............................................. 279,536 (70,920)
Outstanding checks in excess of bank balance.............. 38,330 -0-
Trade accounts payable excluding equipment purchase costs
accrued................................................ 75,281 (57,017)
Due to affiliates......................................... (18,622) (35,922)
Accrued expenses.......................................... 9,467 (18,561)
----------- -----------
Net cash from operating activities.......................... 415,656 (225,370)
INVESTING ACTIVITIES
Purchases of equipment for direct financing leases........ (777,000) (604,542)
Repayments of direct financing leases..................... 328,697 1,138,642
Proceeds from sale or early termination of direct
financing leases and notes receivable.................. 93,847 19,438
Issuance of notes receivable.............................. -0- (75,000)
Repayments of notes receivable............................ 373,213 482,900
Proceeds from early termination of notes receivable....... 782,890 213,098
Distributions from limited partnerships................... -0- 42,424
Net lease security deposits repaid........................ (25,992) (1,642)
Purchases of furniture and equipment...................... (9,191) (942)
----------- -----------
Net cash from investing activities........................ 766,464 1,214,376
FINANCING ACTIVITIES
Net repayments of line of credit............................ (1,055,705) (1,029,356)
Net repayments of notes payable........................... (126,415) (459,467)
Net proceeds from issuance of Series A preferred stock and
warrants............................................... -0- 305,743
----------- -----------
Net cash from financing activities........................ (1,182,120) (1,183,080)
----------- -----------
Net decrease in cash and cash equivalents................... -0- (194,074)
Cash and cash equivalents at beginning of period............ -0- 342,726
----------- -----------
Cash and cash equivalents at end of period.................. $ -0- $ 148,652
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest.................................................. $ 361,900 $ 400,250
Income taxes.............................................. -0- -0-
Noncash investing and financing activities:
Amortization of Class B nonvoting convertible stock
issuance costs......................................... 2,007 2,007
Equipment reclassified from direct financing leases to
operating leases....................................... -0- 526,395
Decrease in trade accounts payable attributed to equipment
purchase costs......................................... -0- 37,858
</TABLE>
See accompanying notes.
5
<PAGE> 6
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 principles 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 three months ended March 31, 1998 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. These financial statements should be read in
conjunction with the Company's annual report on Form 10-KSB filed with the
Securities and Exchange Commission for the year ended December 31, 1997.
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, 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 three limited partnerships,
Telecommunications Income Fund IX, L.P. ("TIFIX"), Telecommunications Income
Fund X, L.P. ("TIFX"), and Telecommunications Income Fund XI, L.P. ("TIFXI")
collectively referred to as the "TIFS". The Company accounts for its general
partnership interests in the TIFS under the equity method of accounting.
3. NET INVESTMENT IN DIRECT FINANCING LEASES
The Company's net investment in direct financing leases at March 31, 1998
consists of:
<TABLE>
<S> <C>
Minimum lease payments receivable........................... $ 8,345,413
Estimated unguaranteed residual values...................... 927,723
Unamortorized initial direct costs.......................... 147,916
Unearned income............................................. (1,861,512)
-----------
$ 7,559,540
===========
</TABLE>
4. ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES
The change in the allowance for possible loan and lease losses is as
follows:
<TABLE>
<S> <C>
Balance at beginning of year................................ $ 435,292
Provision................................................... 11,655
Charge offs................................................. (363,122)
---------
$ 83,825
=========
</TABLE>
The allowance for loan and lease losses expressed as a percent of the total
portfolio is as follows:
<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997 MARCH 31, 1996
- -------------- ----------------- --------------
<S> <C> <C>
.98% 1.9% 2.9%
</TABLE>
The Company decided to charge-off leases with a net investment of $248,689
in the first quarter of 1998. A thorough review of the Company's lease portfolio
was conducted and it was determined that, due to 1) the non-payment of rents on
these leases (one to two years in arrears), and 2) the lack of any appreciable
value of
6
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BERTHEL FISHER & COMPANY LEASING, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
the assets, the Company would write these leases off against its loss reserve.
While the loss reserve, expressed as a percent of the total portfolio is now
approximately only 1%, management feels the remaining existing portfolio is
adequately collateralized and additional reserves are not required. Management
will continue to monitor the portfolio and will adjust the provision as needed.
Currently, a provision equal to 1.5% of equipment purchased for leases and notes
is being provided.
5. 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 75% of its qualified accounts (primarily leases and notes receivable), but in
no case can exceed $10 million. The line-of-credit bears interest at prime plus
1.76% 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 and Series A preferred 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 2.5,
a minimum stockholders' equity (including redeemable stock) of $1,230,000, and
an annual interest coverage ratio of 1.2. As of March 31, 1998, the Company was
in compliance with the financial covenants. The lender has extended the
agreement which is now due to expire June 30, 1998.
Notes payable at March 31, 1998 consist of:
<TABLE>
<S> <C>
Installment loan agreements with banks, 7.75% to 11%,
maturing through 2000 with subjective acceleration
clauses, collateralized by net investment in certain
direct financing leases, certain agreements are also
guaranteed by the Company's Parent........................ 1,392,218
Capital lease obligations, 5.37%, due through 2000.......... 11,297
----------
Notes payable............................................. $1,403,515
==========
</TABLE>
Subordinated debt consists of the following:
<TABLE>
<S> <C>
Uncollateralized subordinated debenture payable to Parent,
floating interest rate, maturing in 2005.................. $2,000,000
Uncollateralized subordinated notes payable, 9.5% to 10%,
maturing in 2001 and 2004................................. 2,996,824
Uncollateralized subordinated debentures, 11% to 12%
maturing through 1998..................................... 725,000
----------
Total subordinated debt..................................... $5,721,824
==========
</TABLE>
6. COMMITMENTS AND CONTINGENCIES
The Company is contingently liable for all debts of TIF IX, X and XI as the
general partner.
The Company also 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 $2 million or 32% of its qualified accounts, as defined in
the agreement. The balance outstanding under this line-of-credit was $708,613 at
March 31, 1998. The agreement matures on April 30, 1998, is cancelable by the
lender after giving 90-day notice and is collateralized 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. The amounts borrowed under this
agreement were paid off April 30, 1998. The agreement will not be renewed.
7
<PAGE> 8
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 $6 million or 40% of its qualified accounts, as defined in
the agreement. The balance outstanding under this line-of-credit was $3,939,570
at March 31, 1998. The agreement matures on April 30, 1998, is cancelable by the
lender after giving a 90-day notice and is collateralized by substantially all
assets of TIFX. The lender has extended the agreement and it is now due to
expire June 30, 1998. 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 TIFX totaling $370,780 at March 31, 1998. The agreements are
collateralized by certain direct financing leases and a second interest in all
assets of TIFX.
7. 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 March 31, 1998:
<TABLE>
<S> <C>
Class B nonvoting convertible stock (no par value-authorized
100,000 shares, issued and outstanding 74,500 shares) at
redemption or liquidation value........................... $745,000
Unamortorized stock issuance costs.......................... (22,065)
--------
$722,935
========
</TABLE>
8. PREFERRED STOCK
Each share of the Series A preferred stock is entitled to cumulative annual
dividends of 8% payable, if as and when declared by the Board of Directors,
quarterly. Unpaid dividends will accumulate and be payable prior to the payment
of dividends on the Company's Class A common stock. The preferred stock is
redeemable at any time at the option of the Company, on not less than 30 days
written notice to registered holders. The redemption price shall be $14.70 per
share if redeemed during 1997, $14.56 per share if redeemed during 1998, $14.42
per share if redeemed during 1999, $14.28 per share if redeemed during 2000,
$14.14 per share if redeemed during 2001, and $14.00 per share if redeemed
thereafter, plus, in each case, accumulated unpaid dividends. Unless previously
redeemed by the Company, the holders of the preferred stock are entitled at any
time to convert each share into .875 shares of Class A common stock. The
preferred stock is not entitled to vote on any matter except where the Iowa
Corporation Act requires voting as a class, in which case each share of stock
shall be entitled to one vote per share on those matters where the preferred
stock is voting as a class. The preferred stock is entitled to a preference on
liquidation equal to $14.00 per share, plus accumulated dividends.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Total revenues in the three months ended March 31, 1998 have decreased
$52,625 compared to the same period in 1997 primarily due to lower leases and
notes receivable outstanding. Management fees the Company receives from the TIFS
have increased $20,157. This can and will vary from period to period due to non-
8
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BERTHEL FISHER & COMPANY LEASING, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
payment of leases and catch up payments that occur in the TIF portfolios. TIFIX
will enter its liquidation phase May 1, 1998. It is anticipated that management
fees the Company receives from TIFIX on rental payments will be, consequently,
eliminated. Currently, the Company receives a fee equal to 5% of TIFIX's rental
payments, which totalled $978,560 for the first quarter of 1998 for TIFIX.
The Company currently pays its Parent $20,833 per month for management
fees. Prior to March 1997, the Company paid one-half of the management fees it
received from the TIFS to its Parent. Effective March 1, 1997, this was
discontinued, which has resulted in a $37,146 reduction in management fees paid
to its Parent for the first quarter of 1998 compared to the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon debt financing to originate its leases
and notes receivable. At March 31, 1998, the Company had a $10 million revolving
line-of-credit with Firstar Bank Milwaukee, N.A. with an expiration date of
April 30, 1998, which has been extended to June 30, 1998. At March 31, 1998,
$408,358 was available under this line of credit. The line of credit bears
interest at prime plus 1.76% and is collateralized by substantially all of the
Company's assets. It can be canceled by Firstar on 90 days notice. The line of
credit agreement is guaranteed by the Company's Parent and a major stockholder
of the Company's Parent. The line of credit is discussed further below.
The Company completed a private placement best efforts offering for the
issuance of $2 million of Series A preferred stock and warrants in 1997. The
Company issued a total of $1,750,000 of preferred stock and $250,000 of warrants
out of a total registered amount of $2,000,000. The Company issued $437,500 of
preferred stock and $62,500 of warrants to its Parent.
The Company is currently sponsoring a limited partnership,
Telecommunications Income Fund XI, L.P. ("TIFXI") for which the Company serves
as general partner. TIFXI is offering a minimum of $1,200,000 and a maximum of
$25,000,000 in units of limited partnership interest ("Units") in the
partnership. As of April 24, 1998, 2,940 Units were sold. The Company, as
general partner, will originate leases and finance contracts for TIFXI. This
will result in the Company realizing acquisition fees and management fees.
The Company obtains a portion of its financing under a line of credit
agreement with a bank. The amount available to borrow under the line of credit
agreement is limited to 75% of its qualified accounts, as defined in the
agreement (primarily leases and notes receivable), but, in no case, can exceed
$10 million. The line of credit bears interest at prime plus 1.76% at March 31,
1998, as in 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 agreement is also cancelable by the
lender after giving a 90-day notice. The agreement, which was due to expire
April 30, 1998, has been extended to June 30, 1998. Management anticipates that
it will be able to renew or refinance it's line of credit when it comes due.
The loan agreement contains various restrictive covenants which, among
others, restrict dividend payments except to Class B shareholders and Series A
preferred shareholders and requires the Company to maintain certain financial
ratios including a total liabilities to tangible net worth ratio of not greater
than 2.5, a minimum stockholders equity (including redeemable stock) of
$1,230,000 and an interest coverage ratio of 1.2. As of March 31, 1998, the
Company was in compliance with the financial covenants.
There can be no assurance that the Company will continue to be in
compliance of one or more of these covenants. Continued adverse operating
results could cause non-compliance with these covenants, in which event the bank
could immediately accelerate the maturity of the entire outstanding balance
under the line of credit or deny or restrict the Company's access to funds under
the line of credit, thus materially and adversely affecting the Company's
financial condition and continuing business operations. Also, certain other debt
obligations of the Company contain standard cross-default provisions.
Non-compliance with these covenants could result in the immediate acceleration
of the maturity of such other debt.
9
<PAGE> 10
BERTHEL FISHER & COMPANY LEASING, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
OUTLOOK
This Section and other portions of this Quarterly Report on Form 10-QSB
contains statements relating to future results of the Company that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties, including but not limited to
changes in economic conditions, changes in interest rates, availability to the
Company of lease business, changes in personnel, regulation of the
telecommunications industry, and the success or failure of the Company's
customers as well as other risks and uncertainties. The Company does not
undertake, and specifically disclaims, any obligation to update any forward
looking statements to reflect events or circumstances occurring after the date
of such statements.
The business of the Company is dependent upon being able to continue
originating leases, both for its own portfolio and for the portfolios of third
party entities, such as the TIFS. If the Company cannot continue to originate
leases, the Company will not be able to grow, either through the expansion of
its portfolio of leases or by deriving revenue from originating and managing
leases for other entities. The successful completion of the Company's business
plan is dependent upon having sufficient funds available to enable the Company
to continue to originate leases. The Company's primary source of capital for
itself was the private placement offering for the issuance of $2 million of
Class A preferred stock and warrants. If these funds are not sufficient, the
Company will have to consider the alternatives for obtaining capital, including
the sale of existing leases owned by the Company and obtaining new capital from
the Company's Parent. Such alternative capital may not be available depending
upon a variety of factors, including without limitation the possibility that
purchasers of leases cannot be found, interest rates increase, the Company's
Parent has no funds available to it or the Company fails to operate effectively
in 1998.
The Company's current business plan includes the Company's sponsorship of
TIFXI, for which the Company serves as general partner. The Company registered
interests in TIFXI under the Securities Act of 1933 and is offering those
interests publicly. If the offering is successful, the Company, as general
partner, will originate leases and finance contracts for TIFXI resulting in the
Company realizing acquisition fees and management fees. The Company may not be
able to rely upon the availability of TIFXI's capital to originate leases. TIFXI
could be abandoned due to several factors, including the failure of the TIFXI
offering due to lack of investor interest. If the public offering is not
successful, the Company would not be able to originate leases for TIFXI, and
would not realize revenue from management fees and origination fees. The
Company's long term success is highly dependent upon the successful offering of
TIFXI.
The best-efforts public offering of TIFXI is in process and through April
24, 1998, approximately $2,940,000 has been raised out of a maximum offering
amount of $25,000,000. No assurance can be provided that such offering will be
completed as planned.
10
<PAGE> 11
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits -- None
b. No Report on Form 8-K was filed for the quarter ended March 31, 1998
11
<PAGE> 12
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: 05/11/98 /s/ RONALD O. BRENDENGEN
---------------------------------------------------------
Ronald O. Brendengen, Chief Financial Officer, Treasurer
Date: 05/11/98 /s/ DANIEL P. WEGMANN
---------------------------------------------------------
Daniel P. Wegmann, Controller
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1998 AND STATEMENT OF OPERATIONS FOR THE PERIOD ENDED
MARCH 31, 1998 FOR BERTHEL FISHER & COMPANY LEASING, INC., AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 151,041
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0
1,621,422
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<EXTRAORDINARY> (128,611)
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<EPS-PRIMARY> (.40)
<EPS-DILUTED> (.40)
</TABLE>
