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 March 31, 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 March 31,
1997.
Transitional small business disclosure format:
Yes _____ No __X__
<PAGE>
Page 2 of 11
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,
1997 1996
------- -------
ASSETS
Cash and cash equivalents $ 293 $ 658
Accounts receivable 1 1
Equipment on operating leases and held for
lease (net of accumulated depreciation
of $114 at March 31, 1997 and December 31,
1996, respectively) -- --
Investment in joint ventures 64 99
Securities, available-for-sale 55 67
Other assets 8 4
------- -------
Total Assets $ 421 $ 829
======= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities:
Accounts payable and accrued expenses $ 61 $ 71
Liquidation fees payable to the
General Partner 1,816 1,816
------- -------
Total Liabilities 1,877 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 March 31, 1997 and
December 31, 1996 (1,057) (671)
Unrealized gains on available-for-sale
securities 9 21
------- -------
Total Partners' Capital (Deficit) (1,456) (1,058)
------- -------
Total Liabilities and Partners' Capital
(Deficit) $ 421 $ 829
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
Page 3 of 11
PHOENIX LEASING GROWTH FUND 1982
STATEMENTS OF OPERATIONS
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended
March 31,
1997 1996
------- -------
INCOME
Rental income $ - $ 3
Equity in earnings from joint ventures, net 21 116
Other income 5 7
------- -------
Total Income 26 126
------- -------
EXPENSES
General and administrative expenses 9 15
------- -------
Total Expenses 9 15
------- -------
NET INCOME $ 17 $ 111
======= =======
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ .42 $ 2.73
======= =======
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $ 10.01 $ 20.01
======= =======
ALLOCATION OF NET INCOME:
General Partner $ 3 $ 1
Limited Partners 14 110
------- -------
$ 17 $ 111
======= =======
The accompanying notes are an integral part of these statements.
<PAGE>
Page 4 of 11
PHOENIX LEASING GROWTH FUND 1982
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
1997 1996
------- -------
Operating Activities:
Net income $ 17 $ 111
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Equity in earnings from joint ventures, net (21) (116)
Decrease in accounts receivable -- 24
Decrease in accounts payable and
accrued expenses (10) (12)
Increase in other assets (4) --
------- -------
Net cash provided (used) by operating activities (18) 7
------- -------
Investing Activities:
Distributions from joint ventures 56 225
------- -------
Net cash provided by investing activities 56 225
------- -------
Financing Activities:
Distributions to partners (403) (807)
------- -------
Net cash used by financing activities (403) (807)
------- -------
Decrease in cash and cash equivalents (365) (575)
Cash and cash equivalents, beginning of period 658 1,078
------- -------
Cash and cash equivalents, end of period $ 293 $ 503
======= =======
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 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, 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>
Page 6 of 11
Note 5. Investment in Joint Ventures.
Equipment Joint Ventures
The aggregate combined financial information of the equipment joint
ventures is presented as follows:
March 31, December 31,
1997 1996
------ ------
(Amounts in Thousands)
Assets $2,667 $2,912
Liabilities 763 786
Partners' Capital 1,904 2,126
Three Months Ended
March 31,
1997 1996
------ ------
(Amounts in Thousands)
Revenue $ 687 $ 961
Expenses 351 587
Net Income 336 374
Financing Joint Ventures
The aggregate combined financial information of the financing joint
ventures is presented as follows:
March 31, December 31,
1997 1996
------ ------
(Amounts in Thousands)
Assets $ 34 $ 44
Liabilities 11 10
Partners' Capital 23 34
Three Months Ended
March 31,
1997 1996
------ ------
(Amounts in Thousands)
Revenue $ 14 $ 20
Expenses 3 5
Net Income 11 15
<PAGE>
Page 7 of 11
Foreclosed Cable Systems Joint Venture
The financial information of the foreclosed cable joint venture is
presented as follows:
March 31, December 31,
1997 1996
------ ------
(Amounts in Thousands)
Assets $ -- $ --
Liabilities -- --
Partners' Capital -- --
Three Months Ended
March 31,
1997 1996
------ ------
(Amounts in Thousands)
Revenue $ -- $1,276
Expenses -- 164
Net Income -- 1,112
<PAGE>
Page 8 of 11
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 $17,000 for the three months ended March 31, 1997, compared to net income of
$111,000 during the same period in 1996. The decrease in net income is
attributable to a decline in earnings from joint ventures.
The decrease in total revenues of $100,000 for the three months ended
March 31, 1997, as compared to the same period 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 $95,000. The decrease
in earnings from joint ventures will be further discussed under "Joint
Ventures".
Total expenses decreased by $6,000 for the three months ended March 31,
1997, as compared to 1996 as a result of a decline in general and administrative
expenses. 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 $95,000 for the three months
ended March 31, 1997, compared to the same period in the previous year. Earnings
from joint ventures were higher than usual for the quarter ended March 31, 1996
due to the sale of a cable system at a gain in one of the foreclosed cable
systems joint ventures. Such an event did not occur during 1997.
Liquidity and Capital Resources
The Partnership reported net cash used by leasing and financing
activities of $18,000 for the three months ended March 31, 1997, compared to net
cash provided by leasing and financing activities of $7,000 for the same period
in 1996. The reduction in net cash generated by leasing and financing activities
for the three months ended March 31, 1997, compared to 1996, is a result of an
absence in rental income. The Partnership's remaining equipment is being held
for lease.
As of March 31, 1997, the Partnership owned equipment held for lease
with a purchase price of $257,000 and a net book value of $0 compared to
$719,000 and $0 at March 31, 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 $169,000 for the three
months ended March 31, 1997, compared to the same period in the prior year.
Distributions from joint ventures were higher than usual during 1996 as a result
<PAGE>
Page 9 of 11
of an increase in cash available for distributions from the Partnership's only
foreclosed cable system joint venture as a result of the sale of its cable
television system.
The limited partners received cash distributions of $403,000 and
$807,000 during the three months ended March 31, 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 March 31, 1997 and 1996, respectively. The
General Partner did not receive cash distributions for the periods ended March
31, 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
March 31, 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
---- ----- ---------
May 13, 1997 Chief Financial Officer, /S/ PARITOSH K. CHOKSI
- ----------------- Senior Vice President, ----------------------
Treasurer and a Director of (Paritosh K. Choksi)
Phoenix Leasing Incorporated
General Partner
May 13, 1997 Senior Vice President, /S/ BRYANT J. TONG
- ----------------- Financial Operations of ----------------------
(Principal Accounting Officer) (Bryant J. Tong)
Phoenix Leasing Incorporated
General Partner
May 13, 1997 Senior Vice President /S/ GARY W. MARTINEZ
- ----------------- and a Director of ----------------------
Phoenix Leasing Incorporated (Gary W. Martinez)
General Partner
May 13, 1997 Partnership Controller of /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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 293
<SECURITIES> 55
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 114
<DEPRECIATION> 114
<TOTAL-ASSETS> 421
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,456)
<TOTAL-LIABILITY-AND-EQUITY> 421
<SALES> 0
<TOTAL-REVENUES> 26
<CGS> 0
<TOTAL-COSTS> 9
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17
<INCOME-TAX> 0
<INCOME-CONTINUING> 17
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17
<EPS-PRIMARY> .42
<EPS-DILUTED> 0
</TABLE>
