Page 1 of 11
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 March 31, 1996
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____
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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)
March 31, December 31,
1996 1995
---- ----
ASSETS
Cash and cash equivalents $ 503 $ 1,078
Accounts receivable (net of allowance for
losses on accounts receivable of $2 and
$0 at March 31, 1996 and December 31, 1995,
respectively) 3 27
Equipment on operating leases and held for lease
(net of accumulated depreciation of $578 at
March 31, 1996 and December 31, 1995) -- --
Investment in joint ventures 174 283
Marketable securities 66 60
Other assets 5 5
------- -------
Total Assets $ 751 $ 1,453
======= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and accrued expenses $ 1,937 $ 1,949
------- -------
Total Liabilities 1,937 1,949
------- -------
Partners' Capital (Deficit):
General Partner (409) (410)
Limited Partners, 44,000 units authorized,
41,798 units issued and 40,343 units
outstanding at March 31, 1996 and
December 31, 1995 (760) (63)
Unrealized losses on marketable securities
available-for-sale (17) (23)
Total Partners' Capital (Deficit) (1,186) (496)
------- -------
Total Liabilities and Partners' Capital (Deficit) $ 751 $ 1,453
======= =======
The accompanying notes are an integral part of these statements.
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PHOENIX LEASING GROWTH FUND 1982
STATEMENTS OF OPERATIONS
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended
March 31,
1996 1995
---- ----
INCOME
Rental income $ 3 $ 76
Equity in earnings from joint ventures, net 116 43
Gain on sale of equipment -- 7
Other income 7 14
----- -----
Total Income 126 140
----- -----
EXPENSES
Lease related operating expenses -- 8
Management fees to General Partner -- 6
Provision for losses on receivables -- (1)
General and administrative expenses 15 17
----- -----
Total Expenses 15 30
----- -----
NET INCOME $ 111 $ 110
===== =====
NET INCOME PER LIMITED
PARTNERSHIP UNIT $2.73 $2.70
===== =====
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $20.01 $30.31
===== =====
ALLOCATION OF NET INCOME:
General Partner $ 1 $ 1
Limited Partners 110 109
----- -----
$ 111 $ 110
===== =====
The accompanying notes are an integral part of these statements.
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PHOENIX LEASING GROWTH FUND 1982
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
1996 1995
---- ----
Operating Activities:
Net income $ 111 $ 110
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Gain on sale of equipment -- (7)
Equity in earnings from joint ventures, net (116) (43)
Provision for early termination, financing leases -- (1)
Decrease (increase) in accounts receivable 24 (3)
Decrease in accounts payable and accrued expenses (12) (136)
Decrease in other assets -- 6
------- -------
Net cash provided (used) by operating activities 7 (74)
------- -------
Investing Activities:
Principal payments, financing leases -- 1
Principal payments, notes receivable -- 3
Proceeds from sale of equipment -- 7
Distributions from joint ventures 225 81
------- -------
Net cash provided by investing activities 225 92
------- -------
Financing Activities:
Distributions to partners (807) (1,222)
------- -------
Net cash used by financing activities (807) (1,222)
------- -------
Decrease in cash and cash equivalents (575) (1,204)
Cash and cash equivalents, beginning of period 1,078 1,975
------- -------
Cash and cash equivalents, end of period $ 503 $ 771
======= =======
The accompanying notes are an integral part of these statements.
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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.
Note 2. Reclassification.
Reclassification - Certain 1995 amounts have been reclassified to
conform to the 1996 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.
Note 4. 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 three month periods ended
March 31, 1996 and 1995. 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.
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Note 5. 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
March 31,
1996 1995
---- ----
INCOME
Rental income $ 672 $ 919
Gain on sale of equipment 248 578
Other income 41 60
------ ------
Total income 961 1,557
------ ------
EXPENSES
Depreciation 89 347
Lease related operating expenses 464 731
Management fees to General Partner 31 64
General and administrative expenses 3 4
------ ------
Total expenses 587 1,146
------ ------
Net income $ 374 $ 411
====== ======
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
March 31,
1996 1995
---- ----
INCOME
Interest income - notes receivable $18 $28
Other income 2 4
--- ---
Total income 20 32
--- ---
EXPENSES
Management fees to General Partner -- 2
General and administrative expenses 5 6
--- ---
Total expenses 5 8
--- ---
Net income $15 $24
=== ===
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Page 7 of 11
Foreclosed Cable Systems Joint Venture
The statements of operations of the foreclosed cable systems joint venture
is presented below:
COMBINED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
Three Months Ended
March 31,
1996 1995
---- ----
INCOME
Subscriber revenue $ 54 $ 169
Gain on sale of cable system 1,240 --
Other income 9 4
------ ------
Total income 1,303 173
------ ------
EXPENSES
Depreciation and amortization 13 38
Program services 12 44
Management fees to an affiliate of
the General Partner 120 8
General and administrative expenses 46 55
Provision for losses on accounts receivable -- 2
------ ------
Total expenses 191 147
------ ------
Net income before income taxes $1,112 $ 26
====== ======
<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
$111,000 for the three months ended March 31, 1996, compared to net income of
$110,000 during the same period in 1995. The slight improvement in earnings is
the result of a decrease in expenses that exceeded the decrease in revenues.
The decrease in total revenues of $14,000 for the three months ended March
31, 1996, as compared to the same period in 1995, is the result of a decline in
all revenue items with the exception of earnings from joint ventures. Rental
income caused the most significant of the decline in total revenues.
The decrease in rental income of $73,000 is reflective of a decrease 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, as
well as lease related operating expenses, are expected to continue to decline as
the portfolio is liquidated and the remaining equipment is re-leased at lower
rental rates. At March 31, 1996, the Partnership owned equipment with an
aggregate original cost of $722,000, as compared to $1,468,000 at March 31,
1995.
Total expenses decreased by $15,000 for the three months ended March 31,
1996, as compared to 1995. This decrease is primarily attributable to the
absences of lease related operating expenses, as previously discussed, and
management fees to the General Partner. The absence of management fees is a
result of a reduction in rental revenues.
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 $73,000 and the increase
in distributions from joint ventures of $144,000 for the three months ended
March 31, 1996, as compared to the same period in the previous year, are
primarily due to the sale of a cable system in one of the foreclosed cable
systems joint ventures in which the Partnership has an interest.
Liquidity and Capital Resources
The Partnership reported net cash provided by leasing and financing
activities of $7,000 for the three months ended March 31, 1996, compared to net
cash used by leasing and financing activities of $70,000 for the same period in
1995. The decrease experienced during the three months ended March 31, 1995 was
the result of a payment of liquidation fees payable to the General Partner. No
payment has been made during 1996.
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Page 9 of 11
As of March 31, 1996, the Partnership owned equipment held for lease with
a purchase price of $719,000 and a net book value of $0 compared to $695,000 and
$0 at March 31, 1995. 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 $807,000 and
$1,222,000 during the three months ended March 31, 1996 and 1995, respectively.
As a result, the cumulative cash distributions to the limited partners are
$38,467,000 and $37,660,000 as of March 31, 1996 and 1995, respectively. The
General Partner did not receive cash distributions for the periods ended March
31, 1996 and 1995.
Distributions to partners are being made annually on January 15. The
distribution made on January 15, 1996 was 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>
Page 10 of 11
PHOENIX LEASING GROWTH FUND 1982
March 31, 1996
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 11 of 11
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)
Date Title Signature
---- ----- ---------
May 13, 1996 Chief Financial Officer, /S/ PARITOSH K. CHOKSI
- --------------------- Senior Vice President ----------------------
and Treasure of (Paritosh K. Choksi)
Phoenix Leasing Incorporated
General Partner
May 13, 1996 Senior Vice President, /S/ BRYANT J. TONG
- --------------------- Financial Operations ----------------------
(Principal Accounting Officer) (Bryant J. Tong)
Phoenix Leasing Incorporated
General Partner
May 13, 1996 Senior Vice President of /S/ GARY W. MARTINEZ
- --------------------- Phoenix Leasing Incorporated -----------------------
General Partner (Gary W. Martinez)
May 13, 1996 Partnership Controller /S/ MICHAEL K. ULYATT
- --------------------- Phoenix Leasing Incorporated -----------------------
General Partner (Michael K. Ulyatt)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 503
<SECURITIES> 66
<RECEIVABLES> 5
<ALLOWANCES> 2
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 578
<DEPRECIATION> 578
<TOTAL-ASSETS> 751
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,186)
<TOTAL-LIABILITY-AND-EQUITY> 751
<SALES> 0
<TOTAL-REVENUES> 126
<CGS> 0
<TOTAL-COSTS> 15
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 111
<INCOME-TAX> 0
<INCOME-CONTINUING> 111
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 111
<EPS-PRIMARY> 2.73
<EPS-DILUTED> 0
</TABLE>
