Page 1 of 13
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - -----
ACT OF 1934
For the quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - ----- EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________.
Commission file number 0-11170
PHOENIX LEASING GROWTH FUND 1982
Registrant
California 68-2735710
State of Jurisdiction I.R.S. Employer Identification No.
2401 Kerner Boulevard, San Rafael, California 94901-5527
- - --------------------------------------------------------------------------------
Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (415) 485-4500
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
preceding requirements for the past 90 days.
Yes X No
--- ---
<PAGE>
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Part I. Financial Information
Item 1. Financial Statements
PHOENIX LEASING GROWTH FUND 1982
BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
September 30, December 31,
1995 1994
---- ----
ASSETS
Cash and cash equivalents $ 1,054 $ 1,975
Accounts receivable (net of allowance for
losses on accounts receivable of $2
and $6 at September 30, 1995 and
December 31, 1994, respectively) 25 34
Notes receivable (net of allowance for losses
on notes receivable of $0 and $100
at September 30, 1995 and
December 31, 1994, respectively) -- 115
Equipment on operating leases and held for
lease (net of accumulated
depreciation and obsolescence reserves of
$770 and $1,013 at September 30,
1995 and December 31, 1994,
respectively) -- --
Investment in joint ventures 328 437
Other assets 64 76
------- -------
Total Assets $ 1,471 $ 2,637
======= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and accrued expenses $ 2,017 $ 2,339
------- -------
Total Liabilities 2,017 2,339
------- -------
Partners' Capital (Deficit):
General Partner (410) (414)
Limited Partners, 44,000 units authorized,
41,798 units issued and 40,343
units outstanding at September 30, 1995
and December 31, 1994 (136) 712
------- -------
Total Partners' Capital (546) 298
------- -------
Total Liabilities and Partners'
Capital (Deficit) $ 1,471 $ 2,637
======= =======
The accompanying notes are an integral
part of these statements.
<PAGE>
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PHOENIX LEASING GROWTH FUND 1982
STATEMENTS OF OPERATIONS
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Rental income $ 13 $ 47 $ 157 $163
Equity in earnings from joint
ventures, net 61 20 174 93
Gain on sale of equipment 1 86 12 89
Interest income, notes receivable 21 -- 21 9
Other income 14 4 44 50
----- ---- ----- ----
Total Income 110 157 408 404
----- ---- ----- ----
EXPENSES
Depreciation -- 9 -- 28
Lease related operating expenses -- 2 8 6
Management fees to General Partner 9 4 24 16
Provision for losses on receivables (7) -- (59) --
General and administrative expenses 15 15 50 68
----- ---- ----- ----
Total Expenses 17 30 23 118
----- ---- ----- ----
NET INCOME $ 93 $127 $ 385 $286
===== ==== ===== ====
NET INCOME PER LIMITED
PARTNERSHIP UNIT $2.28 $3.12 $9.45 $7.02
===== ==== ===== ====
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $-- $-- $30.31 $30.02
===== ==== ===== ====
ALLOCATION OF NET INCOME:
General Partner $ 1 $ 1 $ 4 $ 3
Limited Partners 92 126 381 283
----- ---- ----- ----
$ 93 $127 $ 385 $286
===== ==== ===== ====
The accompanying notes are an integral
part of these statements.
<PAGE>
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PHOENIX LEASING GROWTH FUND 1982
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Nine Months Ended
September 30,
1995 1994
---- ----
Operating Activities:
Net income $ 385 $ 286
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation -- 28
Gain on sale of equipment (12) (89)
Equity in earnings from joint ventures, net (174) (93)
Provision for early termination, financing leases (1) --
Provision for losses on notes receivable (69) --
Provision for doubtful accounts receivable 11 --
Increase in accounts receivable (2) (2)
Decrease (increase) in accounts payable and
accrued expenses (322) 41
Decrease in other assets 17 16
------- -------
Net cash provided (used) by operating activities (167) 187
------- -------
Investing Activities:
Principal payments, financing leases 1 44
Principal payments, notes receivable 184 1
Proceeds from sale of equipment 12 12
Distributions from joint ventures 272 194
Investment in joint ventures -- (28)
------- -------
Net cash provided by investing activities 469 223
------- -------
Financing Activities:
Payments of principal, notes payable -- (32)
Distributions to partners (1,223) (1,211)
------- -------
Net cash used by financing activities (1,223) (1,243)
------- -------
Decrease in cash and cash equivalents (921) (833)
Cash and cash equivalents, beginning of period 1,975 2,671
------- -------
Cash and cash equivalents, end of period $ 1,054 $ 1,838
======= =======
The accompanying notes are an integral
part of these statements.
<PAGE>
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PHOENIX LEASING GROWTH FUND 1982
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. General.
The accompanying unaudited condensed financial statements have
been prepared by the Partnership in accordance with generally accepted
accounting principles, pursuant to the rules and regulations of the Securities
and Exchange Commission. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Although management believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed financial statements be read in conjunction with
the financial statements and the notes included in the Partnership's Financial
Statement, as filed with the SEC in the latest annual report on Form 10-K.
Financial Accounting Pronouncements. In March 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No.
121, "Accounting for the Impairment of LongLived Assets and for Long-Lived
Assets to be Disposed of," which requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability, the entity would estimate the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, an impairment loss is recognized.
Measurement of an impairment loss for long-lived assets and identifiable
intangibles that an entity expects to hold and use should be based on the fair
value of the asset. Statement No. 121 is effective for financial statements for
fiscal years beginning after December 15, 1995. The Partnership does not expect
the adoption of this statement to have a material impact on its financial
position and results of operations. The Partnership plans to adopt Statement No.
121 on January 1, 1996.
Non Cash Investing Activities. During the quarter ended June 30,
1995, the Partnership received a final distribution of common stock from one of
its investments in equipment joint ventures. The market value of the stock at
the distribution date was $11,000.
Note 2. Reclassification.
Reclassification - Certain 1994 amounts have been reclassified to
conform to the 1995 presentation.
Note 3. Income Taxes.
Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.
<PAGE>
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Note 4. Notes Receivable.
Impaired Notes Receivable. On January 1, 1995, the Partnership
adopted Financial Accounting Standards Board Statement No. 114, "Accounting by
Creditors for Impairment of a Loan", and Statement No. 118, "Accounting by
Creditors for Impairment of a Loan - Income Recognition and Disclosures".
Statement No. 114 requires that certain impaired loans be measured based on the
present value of expected cash flows discounted at the loan's effective interest
rate; or, alternatively, at the loan's observable market price or the fair value
of the collateral if the loan is collateral dependent. Prior to 1995, the
allowance for losses on notes receivable was based on the undiscounted cash
flows or the fair value of the collateral dependent loans.
In accordance with Statement No. 114, a loan is classified as
in-substance foreclosure when the Company has taken possession of the collateral
regardless of whether formal foreclosure proceedings take place. Notes
receivable previously classified as in-substance foreclosed cable systems but
for which the Company had not taken possession of the collateral have been
reclassified to notes receivable.
At September 30, 1995 there were no outstanding notes receivable.
The average recorded investment in impaired loans during the nine months ended
September 30, 1995 was approximately $111,000. Generally, notes receivable are
classified as impaired and the accrual of interest on such notes are
discontinued when the contractual payment of principal or interest has become 90
days past due or management has serious doubts about further collectibility of
the contractual payments. Any payments received subsequent to the placement of
the note receivable on to impaired status will generally be applied towards the
reduction of the outstanding note receivable balance, which may include
previously accrued interest as well as principal. Once the principal and accrued
interest balance has been reduced to zero, the remaining payments will be
applied to interest income.
During the quarter ended June 30, 1995, the Partnership received a
settlement on one of its notes receivable from a cable television system
operator which was considered to be impaired under Statement No. 114. The
Partnership received a partial recovery of $56,000 as a settlement which was
applied towards the $87,000 outstanding note receivable balance. The remaining
balance of $31,000 was written-off through its related allowance for loan
losses. The related allowance for loan losses for this note receivable was
provided for in a previous year in an amount equal to the carrying value of the
note. Upon receipt of the settlement of this note receivable, the Partnership
reduced the allowance for loan losses by $53,000 during the quarter ended June
30, 1995. This reduction in the allowance for loan losses was recognized as
income during the period.
The Partnership received a settlement on its one remaining note
receivable during the quarter ended September 30, 1995. This note receivable was
from a cable television operator which was impaired. The Partnership received
$141,000 as a settlement for this note receivable of which $120,000 was applied
towards the outstanding note receivable balance and the remaining $21,000
applied towards interest income. There was an allowance for losses on notes
receivable of $7,000 for this note receivable. Due to the receipt of a
settlement which exceeded the net carrying value of the note receivable, this
allowance was recognized as income. The remaining balance in the allowance for
losses on notes receivable of $9,000 was no longer necessary due to the payment
of this note receivable. As a result, the remaining allowance for loan losses
was reduced to zero through the recognition of income.
<PAGE>
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The activity in the allowance for losses on notes receivable
during the nine months ended September 30, is as follows:
1995 1994
---- ----
(Amounts in Thousands)
Beginning balance $ 100 $100
Provision for loss (69) --
Write downs (31) --
----- ----
Ending balance $-- $100
===== ====
Note 5. Net Income (Loss) and Distributions per Limited Partnership Unit.
Net income and distributions per limited partnership unit were
based on the limited partners' share of net income and distributions, and the
weighted average number of units outstanding of 40,343 for the nine month
periods ended September 30, 1995 and 1994. For purposes of allocating income
(loss) and distributions to each individual limited partner, the Partnership
allocates net income (loss) and distributions based upon each respective limited
partner's ending capital account balance. The use of this method accurately
reflects each limited partner's participation in the partnership including
reinvestment through the Capital Accumulation Plan. As a result, the calculation
of net income (loss) and distributions per limited partnership unit is not
indicative of per unit income (loss) and distributions due to reinvestments
through the Capital Accumulation Plan.
Note 6. Investment in Joint Ventures.
Equipment Joint Ventures
The aggregate combined statements of operations of the equipment
joint ventures is presented below:
COMBINED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Rental income $1,064 $557 $3,200 $2,311
Gain on sale of equipment 397 246 1,273 1,034
Other income 572 123 681 135
------ ---- ------ ------
Total income 2,033 926 5,154 3,480
------ ---- ------ ------
EXPENSES
Depreciation 629 283 1,089 917
Lease related operating expenses 710 489 2,241 2,043
Management fees to General Partner 94 42 220 169
General and administrative expenses 4 52 12 136
------ ---- ------ ------
Total expenses 1,437 866 3,562 3,265
------ ---- ------ ------
Net income $ 596 $ 60 $1,592 $ 215
====== ==== ====== ======
<PAGE>
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Financing Joint Ventures
The aggregate combined statements of operations of the financing joint
ventures is presented below:
COMBINED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Interest income - notes receivable $14 $49 $ 62 $49
Other income 7 2 74 12
--- --- ---- ---
Total income 21 51 136 61
--- --- ---- ---
EXPENSES
Management fees to General Partner 2 5 7 17
General and administrative expenses 3 8 15 28
--- --- ---- ---
Total expenses 5 13 22 45
--- --- ---- ---
Net income $16 $38 $114 $16
=== === ==== ===
Foreclosed Cable Systems Joint Venture
The statements of operations of the foreclosed cable systems joint
venture is presented below:
STATEMENTS OF OPERATIONS
(Amounts in Thousands)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
INCOME
Subscriber revenue $166 $162 $508 $488
Other income 3 2 9 6
---- ---- ---- ----
Total income 169 164 517 494
---- ---- ---- ----
EXPENSES
Depreciation and amortization 39 38 115 113
Program services 48 40 135 123
Management fees to an affiliate of
the General Partner 8 7 23 22
General and administrative expenses 42 40 144 115
Provision for losses on accounts receivable 2 2 5 5
---- ---- ---- ----
Total expenses 139 127 422 378
---- ---- ---- ----
Net income before income taxes 30 37 95 116
Income tax benefit 1 14 12 24
---- ---- ---- ----
Net income $ 31 $ 51 $107 $140
==== ==== ==== ====
<PAGE>
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PHOENIX LEASING GROWTH FUND 1982
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
Phoenix Leasing Growth Fund 1982 (the Partnership) reported net income
of $93,000 and $385,000 for the three and nine months ended September 30, 1995,
respectively, compared to net income of $127,000 and $286,000 during the same
periods in the prior year. The decrease in earnings during the three months
ended September 30, 1995, as compared to the same period in 1994, is due to a
decrease in the gain on the sale of equipment and a decrease in rental income.
The increase in earnings during the nine months ended September 30, 1995, as
compared to the same period in 1994, is primarily attributable to an increase in
earnings from joint ventures, as well as, a reduction in provision for losses on
receivables and a decrease in depreciation expense.
The $47,000 decrease in total revenues during the three months ended
September 30, 1995, as compared to the same period in 1994, is due to a decrease
in rental income and a decreased gain on the sale of equipment. The large gain
on sale of equipment during 1994 was attributable to the sale of equipment back
to the original manufacturer, in which the Partnership was released from all
obligations to such manufacturer including the outstanding note payable and
accrued interest of $84,000. The release of this obligation was included in gain
on the sale of equipment during the three and nine months ended September 30,
1994. The decrease in rental income is due to the reduction in the size of the
equipment portfolio as a result of the ongoing liquidation of equipment. Because
the Partnership is in its liquidation stage, it is not expected to acquire any
additional equipment. As a result, rental revenues are expected to continue to
decline as the portfolio is liquidated and the remaining equipment is re-leased
at lower rental rates. At September 30, 1995, the Partnership owned equipment
with an aggregate original cost of $1.2 million, as compared to $3.0 million at
September 30, 1994.
The $4,000 increase in total revenues during the nine months ended
September 30, 1995, as compared to the same period in 1994, is primarily due to
the increase in earnings from joint ventures. The increase in earnings from
joint ventures will be discussed under "Joint Ventures". Rental income did not
decrease as much during the nine months ended September 30, 1995, when compared
to the decrease during the three months ended September 30, 1995. This was due
the recognition of prepaid rent that had previously been recorded as a liability
during the nine months ended September 30, 1995. During the three months ended
September 30, 1995, it was determined that these payments were no longer a
liability and the amount was subsequently recognized as rental income. An
additional item included in rental income for the nine months ended September
30, 1995 is the recognition of a mandatory purchase option which came due on one
of the Partnership's leases.
The primary factor contributing to the increase of interest income from
notes receivable for the three and nine months ended September 30, 1995,
compared to the same periods in the prior year, is due to the payoff of the
Partnership's two remaining notes receivable from cable television system
operators. The Partnership's outstanding notes receivable had been in default
and the Partnership had suspended the recognition of interest income on these
notes. One note was paid off during the second quarter of 1995, which resulted
in the reversal of a provision for losses on notes receivable of $52,000 as the
Partnership received proceeds for a note that had been fully provided for. The
second note was paid off in the third quarter of 1995 and resulted in the
recognition of interest income. The Partnership had suspended the accrual
<PAGE>
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of interest income on this note in a prior period. Upon receipt of the payoff,
the proceeds were first applied to the net carrying amount of this note, with
the excess being recognized as interest income. The payoff of this last
remaining note receivable resulted in the Partnership reversing its remaining
allowance for losses on notes receivable of $7,000.
Because the Partnership is in its liquidation stage, it is not expected
that the Partnership will acquire any additional equipment. As a result,
revenues are expected to continue to decline as the portfolio is liquidated and
the remaining equipment is re-leased at lower rental rates. At September 30,
1995, the Partnership owned equipment, excluding the Partnership's pro rata
interest in joint ventures, with an aggregate original cost of $1.2 million as
compared to $3.0 million at September 30, 1994.
Total expenses decreased by $13,000 and $95,000 during the three and
nine months ended September 30, 1995, as compared to the same periods in 1994.
The decrease was attributable to decreases in depreciation expense and provision
for losses on receivables. The absence of depreciation expense for the three and
nine months ended September 30, 1995, compared to depreciation expense of $9,000
and $28,000 for the same periods in the prior year, is due to the remaining
equipment portfolio having been fully depreciated.
The receipt of settlements from the Partnership's two defaulted note
receivable from cable television system operators caused management fees to
increase by $5,000 and $8,000 for the three and nine months ended September 30,
1995, when compared to the same periods in 1994.
Joint Ventures
The Partnership has made investments in various equipment and financing
joint ventures along with other affiliated partnerships managed by the General
Partner for the purpose of spreading the risk of investing in certain equipment
leasing and financing transactions. These joint ventures are not currently
making any significant additional investments in new equipment leasing or
financing transactions. As a result, the earnings and cash flow from such
investments are anticipated to continue to decline as the portfolios are
released at lower rental rates and eventually liquidated.
The increase in earnings from joint ventures of $41,000 and $81,000 for
the three and nine months ended September 30, 1995, respectively, as compared to
the same periods in the previous year is due to increased earnings from two
equipment joint ventures. The increase in earnings from one joint venture was
due to a decline in depreciation expense and lease related operating expenses.
The decrease in depreciation expense is the result of its equipment portfolio
having been fully depreciated. The increase in earnings from the second joint
venture is due to this joint venture having been formed in October of 1994. As a
result, there were no comparable earnings from this joint venture during the
three or nine months ended September 30, 1994.
Liquidity and Capital Resources
The Partnership reported net cash provided by leasing and financing
activities of $18,000 for the nine months ended September 30, 1995, compared to
net cash provided by leasing and financing activities of $232,000 for the same
period in 1994. The decrease for the nine months ended September 30, 1995,
compared to the same period in the prior year, is the result of a payment of
liquidation fees payable to the General Partner.
<PAGE>
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Cash distributions from equipment joint ventures increased by $78,000
for the nine months ended September 30, 1995, compared to the same period in
1994. The increase is primarily attributable to a new investment made in a newly
formed joint venture during the fourth quarter of 1994. In addition, one
equipment joint venture experienced an increase in cash available as a result of
a decline in lease related operating expenses.
As of September 30, 1995, the Partnership owned equipment held for
lease with a purchase price of $986,000 and a net book value of $0 compared to
$1,687,000 and $1,000 at September 30, 1994. The General Partner is actively
engaged, on behalf of the Partnership, in remarketing and selling the
Partnership's off-lease equipment portfolio.
The limited partners received cash distributions of $1,223,000 and
$1,211,000 during the nine months ended September 30, 1995 and 1994,
respectively. As a result, the cumulative cash distributions to the limited
partners are $37,660,000 and $36,438,000 as of September 30, 1995 and 1994,
respectively. The General Partner did not receive cash distributions for the
periods ended September 30, 1995 and 1994.
Distributions to partners are now being made annually on January 15.
The distribution made on January 15, 1995 was at approximately the same rate as
January of 1994. The distribution to be made on January 15, 1996 is projected to
be made at a lower rate than the 1995 distribution.
Cash generated from leasing and financing operations has been and is
anticipated to continue to be sufficient to meet the Partnership's continuing
operational expenses.
<PAGE>
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PHOENIX LEASING GROWTH FUND 1982
September 30, 1995
Part II. Other Information.
Item 1. Legal Proceedings. Inapplicable.
Item 2. Changes in Securities. Inapplicable
Item 3. Defaults Upon Senior Securities. Inapplicable
Item 4. Submission of Matters to a Vote of Securities Holders. Inapplicable
Item 5. Other Information. Inapplicable
Item 6. Exhibits and Reports on 8-K:
a) Exhibits:
(27) Financial Data Schedule
b) Reports on 8-K: None
<PAGE>
Page 13 of 13
<TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PHOENIX LEASING GROWTH FUND 1982
(Registrant)
<CAPTION>
Date Title Signature
<S> <C> <C>
November 13, 1995 /S/ PARITOSH K. CHOKSI
- - ----------------- Chief Financial Officer, ----------------------
Senior Vice President (Paritosh K. Choksi)
and Treasurer of
Phoenix Leasing Incorporated
General Partner
November 13, 1995 /S/ BRYANT J. TONG
- - ----------------- Senior Vice President, ------------------
Financial Operations (Bryant J. Tong)
(Principal Accounting Officer)
and a Director of
Phoenix Leasing Incorporated
General Partner
November 13, 1995 /S/ GARY W. MARTINEZ
- - ----------------- Senior Vice President of --------------------
Phoenix Leasing Incorporated (Gary W. Martinez)
General Partner
November 13, 1995 /S/ MICHAEL K. ULYATT
- - ----------------- Partnership Controller ---------------------
Phoenix Leasing Incorporated (Michael K. Ulyatt)
General Partner
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,054
<SECURITIES> 0
<RECEIVABLES> 27
<ALLOWANCES> 2
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 770
<DEPRECIATION> 770
<TOTAL-ASSETS> 1,471
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (546)
<TOTAL-LIABILITY-AND-EQUITY> 1,471
<SALES> 0
<TOTAL-REVENUES> 408
<CGS> 0
<TOTAL-COSTS> 23
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (59)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 385
<INCOME-TAX> 0
<INCOME-CONTINUING> 385
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 385
<EPS-PRIMARY> 9.45
<EPS-DILUTED> 0
</TABLE>
