Page 1 of 11
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the quarterly period ended September 30, 1997
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 _____
40,343 Units of Limited Partnership Interest were outstanding as of September
30, 1997.
Transitional small business disclosure format:
Yes _____ No __X__
<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,
1997 1996
------- --------
ASSETS
Cash and cash equivalents $ 337 $ 658
Accounts receivable 1 1
Equipment on operating leases and held for
lease (net of accumulated depreciation of
$114 at September 30, 1997 and December
31, 1996) -- --
Investment in joint ventures 21 99
Securities, available-for-sale 67 67
Other assets 11 4
------- -------
Total Assets $ 437 $ 829
======= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities
Accounts payable and accrued expenses $ 57 $ 71
Liquidation fees payable to the General Partner 1,816 1,816
------- -------
Total Liabilities 1,873 1,887
------- -------
Partners' Capital (Deficit):
General Partner (408) (408)
Limited Partners, 44,000 units authorized,
41,798 units issued and 40,343 units
outstanding at September 30, 1997 and
December 31, 1996 (1,049) (671)
Unrealized gains on available-for-sale
securities 21 21
------- -------
Total Partners' Capital (Deficit) (1,436) (1,058)
------- -------
Total Liabilities and Partners' Capital (Deficit) $ 437 $ 829
======= =======
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,
1997 1996 1997 1996
------ ------ ------ ------
INCOME
Rental income $ 1 $ 1 $ 1 $ 5
Equity in earnings (losses)
from joint ventures, net (33) 46 32 210
Gain on sale of securities -- -- -- 11
Other income 5 8 15 25
------ ------ ------ ------
Total Income (27) 55 48 251
------ ------ ------ ------
EXPENSES
Management fees to General Partner -- 1 1 4
Provision for losses on receivables -- 2 -- 2
General and administrative expenses 7 11 22 36
------ ------ ------ ------
Total Expenses 7 14 23 42
------ ------ ------ ------
NET INCOME (LOSS) $ (34) $ 41 $ 25 $ 209
====== ====== ====== ======
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (.82) $ 1.01 $ .62 $ 5.14
====== ====== ====== ======
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $ -- $ -- $10.01 $20.01
====== ====== ====== ======
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (1) $ 1 $ -- $ 2
Limited Partners (33) 40 25 207
------ ------ ------ ------
$ (34) $ 41 $ 25 $ 209
====== ====== ====== ======
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,
1997 1996
------- -------
Operating Activities:
Net income $ 25 $ 209
Adjustments to reconcile net income to
net cash used by operating activities:
Equity in earnings from joint
ventures, net (32) (210)
Decrease in accounts receivable -- 22
Increase in provision for losses on
receivables -- 2
Decrease in accounts payable and
accrued expenses (14) (74)
Increase in other assets (7) (1)
Gain on sale of securities -- (11)
------- -------
Net cash used by operating activities (28) (63)
------- -------
Investing Activities:
Distributions from joint ventures 110 343
Proceeds from sale of securities -- 47
------- -------
Net cash provided by investing activities 110 390
------- -------
Financing Activities:
Distributions to partners (403) (807)
------- -------
Net cash used by financing activities (403) (807)
------- -------
Decrease in cash and cash equivalents (321) (480)
Cash and cash equivalents, beginning of period 658 1,078
------- -------
Cash and cash equivalents, end of period $ 337 $ 598
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
Page 5 of 11
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 1996 amounts have been reclassified to
conform to the 1997 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 (loss) 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, 1997 and 1996. 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.
<PAGE>
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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:
September 30, December 31,
1997 1996
------- -------
(Amounts in Thousands)
Assets $ 1,377 $ 2,912
Liabilities 557 786
Partners' Capital 820 2,126
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
------- ------- ------- -------
(Amounts in Thousands)
Revenue $ 271 $ 822 $ 1,630 $ 2,853
Expenses 921 400 1,646 1,529
Net Income (Loss) (650) 422 (16) 1,324
Financing Joint Venture
The aggregate financial information of the financing joint venture is
presented as follows:
September 30, December 31,
1997 1996
------- -------
(Amounts in Thousands)
Assets $ 37 $ 38
Liabilities 11 4
Partners' Capital 26 34
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
------- ------- ------- -------
(Amounts in Thousands)
Revenue $ 21 $ 15 $ 40 $ 56
Expenses 1 3 5 11
Net Income 20 12 35 45
<PAGE>
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Foreclosed Cable Systems Joint Ventures
The aggregate combined financial information of the foreclosed cable
systems joint ventures is presented as follows:
September 30, December 31,
1997 1996
------- -------
(Amounts in Thousands)
Assets $ -- $ --
Liabilities -- --
Partners' Capital -- --
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
------- ------- ------- -------
(Amounts in Thousands)
Revenue $ -- $ 3 $ -- $ 1,244
Expenses -- -- -- 165
Net Income -- 3 -- 1,079
<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 a net loss
of $34,000 and a net income of $25,000 for the three and nine months ended
September 30, 1997, respectively, compared to a net income of $41,000 and
$209,000 during the same periods in 1996. The decrease in earnings is
attributable to a decline in earnings from joint ventures.
The decrease in total revenues of $82,000 and $203,000 for the three
and nine months ended September 30, 1997, respectively, as compared to the same
periods in 1996, is the result of a decline in all revenue items with equity in
earnings from joint ventures causing the most significant of the decline in
total revenues of $79,000 and $178,000 for the three and nine months ended
September 30, 1997, respectively, as compared to the same periods in 1996. The
decrease in earnings from joint ventures will be further discussed under "Joint
Ventures".
An additional factor contributing to the decline in total revenues for
the nine months ended September 30, 1997, compared to the same period in 1996,
is the absence of a gain on sale of securities. During the nine months ended
September 30, 1996, the Partnership reported a gain on sale of securities of
$11,000. This gain on sale of securities was a result of the Partnership selling
a portion of its investment in Storage Technology Corporation common stock,
receiving proceeds from the sale of $47,000.
Total expenses decreased by $7,000 and $19,000 for the three and nine
months ended September 30, 1997, respectively, as compared to the same periods
in 1996, primarily as a result of a decline in general and administrative
expenses of $4,000 and $14,000, respectively. General and administrative
expenses consist primarily of postage, printing and insurance costs.
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
re-leased at lower rental rates and eventually liquidated.
Earnings from joint ventures decreased by $79,000 and $178,000 for the
three and nine months ended September 30, 1997, respectively, compared to the
same periods in the previous year. This decline in earnings from joint ventures
for both periods in 1997 is attributable to an equipment joint venture recording
provisions for additional depreciation and losses on notes receivable.
Additionally, earnings from joint ventures were higher than usual for the nine
months ended September 30, 1996 due to a foreclosed cable system joint venture
selling the assets of its cable system at a gain. Such an event did not occur
during 1997.
<PAGE>
Page 9 of 11
Liquidity and Capital Resources
The Partnership reported net cash used by leasing and financing
activities of $28,000 for the nine months ended September 30, 1997, compared to
net cash used by leasing and financing activities of $63,000 for the same period
in 1996. The improvement in net cash generated by leasing and financing
activities for the nine months ended September 30, 1997, compared to 1996, is
due to no payment being made in 1997 to the General Partner for its liquidation
fees.
At September 30, 1997 and 1996, the Partnership's remaining equipment
was held for lease. The equipment held for lease has a purchase price of
$251,000 and a net book value of $0 at September 30, 1997, compared to $668,000
and $0 at September 30, 1996. The General Partner is actively engaged, on behalf
of the Partnership, in remarketing and selling the Partnership's off-lease
equipment portfolio.
Distributions from joint ventures declined by $233,000 for the nine
months ended September 30, 1997, compared to the same period in the prior year.
Distributions from joint ventures were higher than usual during 1996 as a result
of an increase in cash available for distributions from the Partnership's only
foreclosed cable system joint venture. This foreclosed cable system joint
venture sold the assets of its cable television system and ceased operations
during 1996.
The limited partners received cash distributions of $403,000 and
$807,000 during the nine months ended September 30, 1997 and 1996, respectively.
As a result, the cumulative cash distributions to the limited partners are
$38,870,000 and $38,467,000 as of September 30, 1997 and 1996, respectively. The
General Partner did not receive cash distributions for the periods ended
September 30, 1997 and 1996. The distribution made on January 15, 1997 was made
at a lower rate than the 1996 distribution.
The Partnership will reach the end of its term on December 31, 1997, at
which time it will liquidate its remaining assets and make a final distribution
to partners of the excess cash, if any. The Partnership currently does not
anticipate making any further distribution to partners until the termination of
the Partnership.
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
September 30, 1997
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
---- ----- ---------
November 12, 1997 Senior Vice President /S/ GARY W. MARTINEZ
- --------------------- and a Director of ----------------------
Phoenix Leasing Incorporated (Gary W. Martinez)
General Partner
November 12, 1997 Chief Financial Officer, /S/ PARITOSH K. CHOKSI
- --------------------- Senior Vice President, ----------------------
Treasurer and a Director of (Paritosh K. Choksi)
Phoenix Leasing Incorporated
General Partner
November 12, 1997 Senior Vice President, /S/ BRYANT J. TONG
- --------------------- Financial Operations of ----------------------
(Principal Accounting Officer) (Bryant J. Tong)
Phoenix Leasing Incorporated
General Partner
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 337
<SECURITIES> 67
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 114
<DEPRECIATION> 114
<TOTAL-ASSETS> 437
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,436)
<TOTAL-LIABILITY-AND-EQUITY> 437
<SALES> 0
<TOTAL-REVENUES> 48
<CGS> 0
<TOTAL-COSTS> 23
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 25
<INCOME-TAX> 0
<INCOME-CONTINUING> 25
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25
<EPS-PRIMARY> .62
<EPS-DILUTED> 0
</TABLE>
