<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 SEPTEMBER 30, 2000
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)
701 Tama Street Marion, IA 52302
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(Address of principal executive offices)
(319) 447-5700
---------------------------
(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: 453,154 shares of Class A common
stock as of October 27, 2000
Transitional Small Business Disclosure Format (Check one): Yes No X
--- ---
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BERTHEL FISHER & COMPANY LEASING, INC.
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheet - September 30, 2000 3
Statements of Operations and Comprehensive Loss -
three months ended September 30, 2000 and 1999 4
Statements of Operations and Comprehensive Loss -
nine months ended September 30, 2000 and 1999 5
Statements of Cash Flows - nine months ended
September 30, 2000 and 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
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BERTHEL FISHER & COMPANY LEASING, INC.
BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2000
<TABLE>
<S> <C>
ASSETS:
Cash and cash equivalents $ 318,703
Notes receivable 1,868,280
Net investment in direct financing leases (Note 2) 447,576
Allowance for possible loan and lease losses (Note 3) (406,990)
-----------
Notes receivable and direct financing leases, net 1,908,866
Equipment under operating leases 73,920
Due from affiliates 354,202
Receivable from parent under tax allocation agreement 910,120
Investments in:
Limited partnerships 28,837
Not readily marketable equity securities, at cost 1,249,362
Available-for-sale equity securities, at fair value 202,929
Furniture and equipment, less accumulated depreciation of $179,489 48,001
Deferred income taxes, net of allowance of $326,187 -0-
Deferred costs, less accumulated amortization of $482,206 86,181
Other receivables 152,655
Other assets 9,966
-----------
TOTAL $ 5,343,742
===========
LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' DEFICIT
LIABILITIES:
Trade accounts payable $ 67,655
Due to affiliates 66,146
Accrued expenses 72,695
Dividends payable 35,288
Lease security deposits 58,940
Notes payable (Note 4) 11,092
Subordinated notes payable (Note 4) 2,994,428
Subordinated debenture payable to parent (Note 4) 2,000,000
-----------
Total liabilities 5,306,244
-----------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK (NOTE 6) 397,994
-----------
STOCKHOLDERS' DEFICIT:
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) (Note 7) 1,621,422
Class A common stock, no par value-authorized 1,000,000 shares,
issued and outstanding 453,154 shares 878,703
Common stock warrants 6,002
Accumulated deficit (2,681,916)
Unrealized loss on available-for-sale securities, net of tax effect (184,707)
-----------
Total stockholders' deficit (360,496)
-----------
TOTAL $ 5,343,742
===========
</TABLE>
See accompanying notes.
3
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BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30
2000 1999
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<S> <C> <C>
Revenues:
Income from direct financing leases $ 14,818 $ 25,748
Interest income 108,813 117,524
Management, administrative, and acquisition
fees from affiliates 206,473 320,802
Gain on early terminations 96,407 1,718
Other revenues 35,912 55,984
--------- ---------
Total revenues 462,423 521,776
--------- ---------
Expenses:
Employee compensation and benefits 74,421 173,288
Management fees to affiliates 66,000 60,000
Interest expense 127,105 142,038
Provision for possible loan and lease losses 22,042 15,340
Other expenses 129,980 157,773
--------- ---------
Total expenses 419,548 548,439
--------- ---------
Income (loss) before income taxes 42,875 (26,663)
Income tax expense (benefit) 274,517 (8,165)
--------- ---------
Net loss (231,642) (18,498)
Comprehensive income (loss):
Unrealized gain (loss) on available-for-
sale securities, net of tax (116,875) 18,395
--------- ---------
Comprehensive loss $(348,517) $ (103)
========= =========
LOSS PER COMMON SHARE CALCULATION:
Net loss $(231,642) $ (18,498)
Dividends on convertible preferred stock (Note 7) (35,288) (35,288)
--------- ---------
Net loss attributable to Class A stock $(266,930) $ (53,786)
========= =========
Basic $ (.59) $ (.12)
========= =========
Fully Diluted $ (.59) $ (.12)
========= =========
Weighted average common shares outstanding 453,154 453,154
========= =========
</TABLE>
See accompanying notes.
4
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BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
2000 1999
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<S> <C> <C>
Revenues:
Income from direct financing leases $ 52,118 $ 121,414
Interest income 382,130 353,336
Management, administrative, and acquisition
fees from affiliates 540,625 747,263
Gain (loss) on early terminations 100,441 (13,691)
Other revenues 124,768 101,957
----------- -----------
Total revenues 1,200,082 1,310,279
----------- -----------
Expenses:
Employee compensation and benefits 252,916 363,624
Management fees to affiliates 198,000 180,000
Interest expense 383,345 432,358
Provision for possible loan and lease losses 46,598 125,070
Other expenses 403,371 517,731
----------- -----------
Total expenses 1,284,230 1,618,783
----------- -----------
Loss before income taxes (84,148) (308,504)
Income tax expense (benefit) 228,865 (114,435)
----------- -----------
Net loss (313,013) (194,069)
Comprehensive income (loss):
Unrealized gain (loss) on available-for-
sale securities, net of tax (273,779) 39,953
----------- -----------
Comprehensive loss $ (586,792) $ (154,116)
=========== ===========
LOSS PER COMMON SHARE CALCULATION:
Net loss $ (313,013) $ (194,069)
Dividends on convertible preferred stock (Note 7) (105,096) (104,712)
----------- -----------
Net loss attributable to Class A stock $ (418,109) $ (298,781)
=========== ===========
Basic $ (.92) $ (.66)
=========== ===========
Fully Diluted $ (.92) $ (.66)
=========== ===========
Weighted average common shares outstanding 453,154 452,914
=========== ===========
</TABLE>
See accompanying notes.
5
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BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (313,013) $ (194,069)
Adjustments to reconcile to net cash from operating activities:
Loss (gain) on early termination of leases and notes (100,441) 13,691
Deferred income tax expense 219,179 -0-
Dividend income received in form of common stock (1,046) -0-
Accretion of notes receivable (11,536) -0-
Depreciation 48,660 54,061
Amortization 94,790 144,266
Provision for possible loan and lease losses 46,598 125,070
Changes in operating assets and liabilities:
Due from affiliates 168,081 (159,738)
Receivable from parent under tax allocation agreement -0- (129,644)
Other receivables (114,902) -0-
Other assets 9,153 138,958
Outstanding checks in excess of bank balance -0- (424,053)
Trade accounts payable (33,734) (75,823)
Due to affiliates (49,338) (3,935)
Accrued expenses (79,327) 62,602
----------- -----------
Net cash from operating activities (116,876) (448,614)
----------- -----------
INVESTING ACTIVITIES
Purchases of equipment for direct financing leases (28,991) (167,728)
Repayments of direct financing leases 335,396 346,727
Proceeds from sale or early termination of direct financing leases 185,981 122,749
Repayments of notes receivable 377,798 398,882
Proceeds from early termination of notes receivable -0- 294,349
Net lease security deposits paid (44,243) (15,373)
Purchases of furniture and equipment (2,000) (735)
Proceeds from sale of furniture and equipment -0- 1,669
----------- -----------
Net cash from investing activities 823,941 980,540
----------- -----------
FINANCING ACTIVITIES
Proceeds from exercise of stock warrants -0- 8,400
Repayment of demand note payable to parent (175,000) -0-
Repayments of other borrowings (4,501) (218,612)
Redemption of Class B stock (345,000) -0-
Dividends paid on Series A preferred stock (105,096) (104,713)
----------- -----------
Net cash from financing activities (629,597) (314,925)
----------- -----------
Net increase in cash and cash equivalents 77,468 217,001
Cash and cash equivalents at beginning of period 241,235 697,072
----------- -----------
Cash and cash equivalents at end of period $ 318,703 $ 914,073
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 387,724 $ 434,813
Amortization of Class B nonvoting convertible stock issuance costs 6,018 6,018
Change in unrealized gain (loss) on securities, net of tax effect (273,779) 39,953
Non-cash note conversion 1,117,789 -0-
</TABLE>
See accompanying notes
6
<PAGE> 7
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 accounting principles generally accepted in the United States of America
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 nine months ended
September 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. 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, 1999.
Basic net loss per common share is based on the weighted average number of
shares of Class A common stock outstanding. Diluted net loss per common share is
the same as basic net loss per share due to the antidilutive effect on net loss
per share of any convertible securities.
Certain amounts in the 1999 financial statements have been reclassified to
conform with the 2000 financial statement presentation.
2. NET INVESTMENT IN DIRECT FINANCING LEASES
The Company's net investment in direct financing leases at September 30, 2000
consists of:
Minimum lease payments receivable $ 464,122
Estimated unguaranteed residual values 41,397
Unamortized initial direct costs 2,251
Unearned income (60,194)
----------
Net investment in direct financing leases $ 447,576
==========
3. ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES
The change in the allowance for possible loan and lease losses for the nine
months ended September 30, 2000 is as follows:
Balance at December 31, 1999 $ 494,764
Provision 46,598
Recoveries 30,479
Charge-offs (164,851)
----------
Balance at September 30, 2000 $ 406,990
==========
4. CREDIT ARRANGEMENTS
Notes payable at September 30, 2000 consists of:
Installment loan agreement with a bank, 10.5%,
maturing in 2003 $ 11,092
----------
Notes payable $ 11,092
==========
Subordinated debt at September 30, 2000 consists of the following:
Uncollateralized subordinated debenture
payable to Parent, floating interest
rate, maturing in 2006 $ 2,000,000
Uncollateralized subordinated notes payable,
9.5% to 10%, maturing in 2001 and 2004 2,994,428
-------------
Total subordinated debt $ 4,994,428
=============
7
<PAGE> 8
5. COMMITMENTS AND CONTINGENCIES
The Company is the general partner in three limited partnerships,
Telecommunications Income Fund IX, L.P. ("TIF IX"), Telecommunications Income
Fund X, L.P. ("TIF X"), and Telecommunications Income Fund XI, L.P. ("TIF XI")
collectively referred to as the "TIFS". The Company is contingently liable for
all debts of TIF IX, X and XI as the general partner.
The Company guarantees amounts outstanding under a line-of-credit agreement with
a bank of TIF XI. The line-of-credit allows TIF XI to borrow the lesser of
$4,400,000 or 32% of its qualified accounts, as defined in the agreement. TIF
XI's balance outstanding was $2,391,744 at September 30, 2000. The agreement
matures on June 30, 2002, is cancelable by the lender after giving a 90-day
notice and is collateralized by substantially all assets of TIF XI. The
Company's Parent and a principal stockholder of the Company's Parent also
guarantee the note.
The Company is also a guarantor for a line-of-credit agreement with a bank of
the Company's Parent. The line-of-credit is for $1,000,000, bears interest at
1.5% above the prime rate, and expires June 30, 2001. The balance on this
line-of-credit was $-0- at September 30, 2000.
6. REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK
The Company's Redeemable 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 stock 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 Company redeemed $345,000 of Class B stock during the
first nine months of 2000.
Class B nonvoting convertible stock at September 30, 2000 is summarized as
follows:
Class B nonvoting convertible stock (no par
value-authorized 100,000 shares, issued
and outstanding 40,000 shares) at
redemption or liquidation value $ 400,000
Unamortized stock issuance costs (2,006)
-----------
$ 397,994
===========
7. 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 $14.28 per
share if redeemed in 2000, $14.14 per share if redeemed in 2001, and $14.00 per
share if redeemed thereafter, plus, in each case, accumulated unpaid dividends.
Unless previously redeemed by the Company, the preferred stock holders 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.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues in the nine months ended September 30, 2000 decreased $110,197
compared to the same period in 1999. Income from direct financing leases
decreased $69,296 and interest income increased $37,505. The net decrease in
income from the portfolio of leases and notes receivable is primarily due to the
decrease in net investment of direct financing leases and notes receivable,
which totalled $3,854,932 at September 30, 1999 and $2,315,856 at September 30,
2000.
The Company receives management, administrative, and acquisition fees from the
TIFS. This revenue totalled $540,625 for the first nine months of 2000 compared
to $747,263 for the same period a year ago. The Company receives a monthly
administrative fee from each of the TIFS and for the first nine months of 2000
was $22,500 for TIF IX, $63,000 for TIF X, and $108,000 for TIF XI. TIF X
entered its liquidation phase on December 31, 1999 and, therefore, the
management fee from TIF X, equal to $162,806 for the first nine months of 1999,
was discontinued. Currently, the Company receives a management fee equal to 2%
of rental and note payments for TIF XI, which was $105,650 for the first nine
months of 2000 compared to $32,904 for the same period in 1999. TIF XI also pays
the Company an equipment acquisition fee equal to 5% of the equipment cost for
new leases and notes receivable, which amounted to $241,475 in the first nine
months of 2000, compared to $380,552 for the same period a year ago. TIF XI's
offering period ended December 23, 1999, which may result in a lower volume of
new leases and notes receivable, and therefore, lower acquisition fee income in
future periods.
Total expenses decreased $334,553 in the first nine months of 2000 compared to
the same period of 1999. Employee compensation and benefits decreased from
$363,624 for the first nine months of 1999 compared to $252,916 for the same
period in 2000. Interest expense decreased from $432,358 in 1999 to $383,345 in
2000. General and administrative expenses decreased from $517,731 in 1999 to
$403,371 in 2000 due to fewer leases and notes being originated by the Company.
The provision for possible loan and lease losses decreased from $125,070 in 1999
to $46,598 in 2000, also as a result of the smaller lease and note portfolio.
The Company had income tax expense of $228,865 for the nine months ending
September 30, 2000 as a result of reserving for its deferred tax assets.
Management determined that the reserve was necessary because of the decreased
likelihood of realizing these tax benefits due to losses the parent company has
had in recent years and during the first nine months of 2000.
The Company had a net loss for the first nine months of 2000 of $313,013, and a
comprehensive loss of $586,792, as a result of an unrealized loss on securities
available for sale of $273,779. The net unrealized loss is shown on the income
statement as other comprehensive income and is taken directly to stockholders'
equity on the balance sheet. Securities held as available for sale are carried
on the balance sheet at fair market value. The unrealized loss is primarily due
to the decline in market value of common stock of Murdock Communications
Corporation ("Murdock"). Securities classified as available for sale include
136,752 common shares of Murdock and 43,631 common shares of HLM Design, Inc.
The Company also holds 433,046 common shares of Murdock as not readily
marketable, at cost, due to certain restrictions imposed by Rule 144 of the
Securities and Exchange Commission. The Company carries the not readily
marketable common shares of Murdock at an average cost basis of $1.49 per share,
which exceeds the current market price. Management, however, has not written the
value down to the market price as they believe the decline in the market price
to be temporary. At September 30, 2000, the market price of Murdock was $.38 per
share. The Company also has warrants to purchase 79,279 common shares of Murdock
at an exercise price of $1.125 per share. On September 30, 2000, the Company's
254 shares of
9
<PAGE> 10
Murdock preferred stock were converted to common stock at a rate of 88.88 shares
of common for each share of preferred held.
In June, 2000, the Company's lease and note contracts with Murdock
Communications Corporation ("Murdock") were converted to notes and stock as part
of a restructuring. At the time of the restructuring, the Company's net
investment in the contracts totalled $1,117,789. The Company received two notes
and recorded these at a discounted cost totalling $545,311 and 99,900 shares of
preferred stock in Actel Integrated Communications, Inc. ("Actel"). The carrying
value of the Actel preferred stock is $572,478, resulting in no gain or loss on
the restructuring transaction. Actel is carried on the balance sheet as a not
readily marketable security. The notes receivable are accreted over the term of
the notes to their face value. This resulted in interest income of $11,536 for
the nine months ended September 30, 2000.
As of September 30, 2000 there were six customers with payments owed to the
Company which were over 90 days past due. When payments are past due more than
90 days, the Company discontinues recognizing income on those customer
contracts. The total net investment on these contracts was $23,382 at September
30, 2000. Management will continue to monitor these contracts and take the
necessary steps to protect the Company's investment.
In August, 2000, the Company sold equipment previously held under operating
leases for $130,000, resulting in a gain on the sale of $95,217. The buyer was
scheduled to make three payments totalling the $130,000. They made the first
payment at the time of the sale of $19,500, but did not make the second payment
of $99,125 scheduled for September 20. At September 30, 2000, $110,500 is
included in other receivables relating to this sale. Management will continue to
monitor this contract and take the necessary steps to protect the Company's
investment.
The Company's portfolio of leases and notes receivable are concentrated in
telecommunications equipment, home water treatment equipment, and the notes
receivable of Murdock (an entity in the telecommunications industry),
representing approximately 30%, 30%, and 25%, respectively, of the portfolio at
September 30, 2000. Two customers account for approximately 46% of the Company's
lease and notes receivable portfolio at September 30, 2000. The Murdock notes
receivable mentioned above, represent approximately 24% of the Company's net
investment in direct financing leases and notes receivable at September 30,
2000. The other customer, a related party to Murdock, represents approximately
23% of the portfolio at September 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon debt financing to originate its leases and
notes receivable. Management is currently attempting to establish a line of
credit with a financial institution.
The Company had a note payable to the Parent, bearing interest at 10.5%, payable
on demand. At December 31, 1999, the balance on this note payable was $175,000.
The Company paid off this note payable in March 2000. The Company had a note
receivable from TIF X for $300,000 at December 31, 1999, which was paid in full
in February, 2000, plus accrued interest.
From time to time the Company will consolidate a portion of its lease portfolio
to be used as collateral for fixed rate and fixed term loans. The Company
determines the average maturity of the consolidated leases and obtains fixed
rate and fixed term loans using the consolidated leases as collateral. The term
and interest rate of the financing offered by banks financing this collateral is
matched to the average maturity of the leases. Utilizing this type of financing
allows the Company to establish a spread between the financing interest rate and
the rates of return on a certain portfolio of leases. This type of financing
permits the Company to plan for a specific return on a portion of its lease
portfolio. At September 30, 2000, the Company had outstanding borrowings of
$11,092 from various banks in fixed rate loan transactions.
10
<PAGE> 11
Management anticipates that cash flows from operations and financing from the
Company's parent will be adequate to satisfy the Company's minimum capital
requirements for the next twelve months, including funding, if necessary,
approximately $400,000 of redeemable Class B nonvoting convertible stock that is
subject to redemption and $2,046,000 of subordinated notes payable that become
due in the next twelve months. No assurance can be provided that the Company, or
its parent, will be successful in their attempts to raise additional funds or
reduce debt, as discussed below.
OUTLOOK
This Section and other portions of this Quarterly Report on Form 10-QSB contain
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. These risks and uncertainties include, but are not
limited to, changes in economic conditions, changes in interest rates,
availability of lease business to the Company, 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 TIF XI. 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. Sources for obtaining capital include the sale of
existing leases owned by the Company, obtaining new capital from the Company's
parent, and obtaining a line of credit agreement. 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, the Company
is unable to secure a line of credit, or the Company fails to operate
effectively.
Management's plans for future profitability anticipate the need for the
sponsorship of another public limited partnership. The Company may register
interests in a new limited partnership, possibly within the next twelve months,
and would serve as the general partner. The partnership interests are intended
to be offered publicly and registered under the Securities Act of 1933. Upon the
successful offering of the partnership interests, the Company would generate
revenue from management and acquisition fees. No assurance can be provided that
the offering of limited partnership interests will be approved by the Securities
and Exchange Commission, that the Company would be successful in offering these
partnership units to the public, or that the Company would be profitable upon
completion of the offering.
The Company is currently exploring various means of refinancing the debt
structure of its balance sheet. Alternatives may include, but are not limited
to, conversion of the Company's subordinated debt to its parent to equity, or
the possibility of the parent becoming a public company with the intent of
raising additional capital and contributing a portion of the funds raised to the
Company. If the parent is successful in raising additional capital, the Company
would likely reduce debt from the proceeds received. No assurance can be
provided that the Company, or its parent, will be successful in their attempts
to raise additional funds or reduce debt.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Telcom Management Systems filed a suit against the Company, TIF IX, and others
in Federal Court in Dallas, Texas during February 1998. The plaintiffs purchased
equipment from TIF IX out of a bankruptcy for approximately $450,000. They
alleged that when they attempted to sell the equipment at a later date, TIF IX
had not provided good title. The Company filed a Motion for Summary Judgement,
which is still pending. After filing the suit, the plaintiff transferred assets
in lieu of bankruptcy. The bankruptcy trustee is now reviewing the transfer to
determine if the transfer was done in fraud of creditors. The bankruptcy court
had granted several extensions and the litigation was on hold until the trustee
had made a decision, however, in mid September the extension expired and was not
renewed. The Motion for Summary Judgement is now being considered by the judge.
No loss, if any, has been recorded in the financial statements with respect to
this matter.
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 reports on Form 8-K were filed for the quarter ended
September 30, 2000.
12
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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.
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(Registrant)
Date: November 10,2000 /s/ Ronald O. Brendengen
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Ronald O. Brendengen,
Chief Financial Officer, Treasurer
Date: November 10,2000 /s/ Daniel P. Wegmann
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Daniel P. Wegmann, Controller
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