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, 1999
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 0-19063
-------
PHOENIX INCOME FUND, L.P.
- --------------------------------------------------------------------------------
Registrant
California 68-0204588
- ---------------------------------- ----------------------------------
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
----- -----
169,587 Units of Limited Partnership Interest were outstanding as of March 31,
1999.
Transitional small business disclosure format:
Yes No X
----- -----
Page 1 of 12
<PAGE>
Part I. Financial Information
-----------------------------
Item 1. Financial Statements
PHOENIX INCOME FUND, L.P.
BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
March 31, December 31,
1999 1998
---- ----
ASSETS
Cash and cash equivalents $3,449 $3,050
Accounts receivable (net of allowance for losses on
accounts receivable of $106 and $109 at March 31,
1999 and December 31, 1998, respectively) 66 23
Notes receivable (net of allowance for losses on
notes receivable of $162 at March 31, 1999 and
December 31, 1998) 192 271
Equipment on operating leases and held for lease
(net of accumulated depreciation of $3,255 and
$3,309 at March 31, 1999 and December 31, 1998,
respectively) 114 38
Netinvestment in financing leases (net of allowance
for early terminations of $89 at March 31, 1999
and December 31, 1998) 16 351
Investment in joint ventures 84 115
Capitalized acquisition fees (net of accumulated
amortization of $3,610 and $3,596 at March 31,
1999 and December 31, 1998, respectively) 12 26
Other assets 26 39
------ ------
Total Assets $3,959 $3,913
====== ======
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 139 $ 213
------ ------
Total Liabilities 139 213
------ ------
Partners' Capital
General Partner -- --
Limited Partners, 300,000 units authorized,
175,285 units issued and 169,587 and 169,604
units outstanding at March 31, 1999 and
December 31, 1998, respectively 3,814 3,685
Accumulated other comprehensive income 6 15
------ ------
Total Partners' Capital 3,820 3,700
------ ------
Total Liabilities and Partners' Capital $3,959 $3,913
====== ======
The accompanying notes are an integral part of these statements.
2
<PAGE>
PHOENIX INCOME FUND, L.P.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
INCOME
Rental income $ 124 $ 343
Earned income, financing leases 21 68
Equity in earnings from joint ventures, net 8 41
Interest income, notes receivable 18 32
Other income 41 27
----- -----
Total Income 212 511
----- -----
EXPENSES
Depreciation 3 68
Amortization of acquisition fees 14 23
Lease related operating expenses 12 17
Management fees to General Partner 17 32
Reimbursed administrative costs to General Partner 17 28
Provision for losses on receivables -- 6
General and administrative expenses 20 30
----- -----
Total Expenses 83 204
----- -----
NET INCOME 129 307
Other comprehensive income:
Unrealized losses on securities:
Unrealized holding losses arising during period (9) (8)
Less: reclassification adjustment for losses
included in net income -- --
----- -----
Other comprehensive income (9) (8)
----- -----
COMPREHENSIVE INCOME $ 120 $ 299
===== =====
NET INCOME PER LIMITED PARTNERSHIP UNIT $ .76 $1.31
===== =====
DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT $ -- $9.46
===== =====
ALLOCATION OF NET INCOME:
General Partner $ -- $ 84
Limited Partners 129 223
----- -----
$ 129 $ 307
===== =====
The accompanying notes are an integral part of these statements.
3
<PAGE>
PHOENIX INCOME FUND, L.P.
STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Operating Activities:
- --------------------
Net income $ 129 $ 307
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 3 68
Amortization of acquisition fees 14 23
Equity in earnings from joint ventures, net (8) (41)
Gain on sale of equipment (12) (21)
Provision for early termination, financing leases -- 6
Decrease (increase) in accounts receivable (43) 43
Decrease in accounts payable and accrued expenses (74) (145)
Decrease in other assets 4 4
------- -------
Net cash provided by operating activities 13 244
------- -------
Investing Activities:
- --------------------
Principal payments, financing leases 256 345
Principal payments, notes receivable 79 152
Proceeds from sale of equipment 12 21
Distributions from joint ventures 39 130
------- -------
Net cash provided by investing activities 386 648
------- -------
Financing Activities:
- --------------------
Redemptions of capital -- (2)
Distributions to partners -- (1,691)
------- -------
Net cash used in financing activities -- (1,693)
------- -------
Increase (decrease) in cash and cash equivalents 399 (801)
Cash and cash equivalents, beginning of period 3,050 2,693
------- -------
Cash and cash equivalents, end of period $ 3,449 $ 1,892
======= =======
The accompanying notes are an integral part of these statements.
4
<PAGE>
PHOENIX INCOME FUND, L.P.
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.
The Partnership Agreement stipulates the methods by which income will
be allocated to the General Partner and the limited partners. Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles for book purposes, which varies from income or loss calculated for
tax purposes.
The calculation of items of income and loss for book and tax purposes
may result in book basis capital accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner will be determined based on the tax basis capital accounts. At
liquidation of the Partnership, the General Partner's remaining book basis
capital account will be reduced to zero through the allocation of income or
loss.
Note 2. Reclassification.
----------------
Reclassification - Certain 1998 amounts have been reclassified to
conform to the 1999 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 financial statements of the Partnership.
Note 4. Notes Receivable.
----------------
Impaired Notes Receivable. At March 31, 1999, the Partnership has
investments in notes receivable, before allowance for losses, of $354,000 of
which $87,000 is considered to be impaired. The Partnership has an allowance for
losses of $162,000 as of March 31, 1999. The average recorded investment in
impaired loans during the three months ended March 31, 1999 and 1998 was
approximately $87,000 and $113,000, respectively.
5
<PAGE>
The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:
1999 1998
---- ----
(Amounts In Thousands)
Beginning balance $162 $162
Provision for losses -- --
Write downs -- --
---- ----
Ending balance $162 $162
==== ====
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 169,587 and 169,853 for the three months
ended March 31, 1999 and 1998, respectively. For purposes of allocating net
income (loss) to each individual limited partner, the Partnership allocates net
income (loss) based upon each respective limited partner's net capital
contributions.
Note 6. Investment in Joint Ventures:
----------------------------
Equipment Joint Venture
- -----------------------
The aggregate financial information of the equipment joint venture is
presented below:
March 31, December 31,
1999 1998
---- ----
(Amounts in Thousands)
Assets $101 $184
Liabilities 65 117
Partners' Capital 36 67
Three Months Ended
March 31,
1999 1998
---- ----
(Amounts in Thousands)
Revenue $101 $181
Expenses 9 20
Net Income 92 161
6
<PAGE>
Financing Joint Ventures
- ------------------------
The aggregate financial information of the financing joint venture is
presented below:
March 31, December 31,
1999 1998
---- ----
(Amounts in Thousands)
Assets $466 $550
Liabilities 144 151
Partners' Capital 322 399
Three Months Ended
March 31,
1999 1998
---- ----
(Amounts in Thousands)
Revenue $ 1 $ 25
Expenses 51 4
Net Income (Loss) (50) 21
7
<PAGE>
PHOENIX INCOME FUND, L.P.
Item 2. Management's Discussion and Analysis of Financial Condition and
-----------------------------------------------------------------
Results of Operations.
---------------------
Results of Operations
The Partnership reported net income of $129,000 during the three months
ended March 31, 1999, as compared to net income of $307,000 during the three
months ended March 31, 1998. The Partnership reported an overall decrease in
total revenues and expenses. However, the decreases in revenues exceeded the
decreases in expenses, generating a decrease in net income for the period.
Total revenues decreased by $299,000 for the three months ended March
31, 1999, as compared to the same period in 1998. The decrease in total
revenues for the three months ended March 31, 1999 is primarily due to decreases
in rental income, earned income from financing leases and interest income from
notes receivable. The $219,000 decrease in rental income for the three months
ended March 31, 1999 is attributable to a decrease in the amount of equipment
owned that is classified as operating leases. At March 31, 1999, the Partnership
owned equipment with an aggregate original cost of $5.6 million, as compared to
the $14 million of equipment owned at March 31, 1998.
Earned income from financing leases decreased by $47,000 during the
three months ended March 31, 1999, as compared to the same period in 1998. This
decrease is attributable to the decrease in net investment in financing leases
since March 31, 1998. The Partnership had investments in financing leases with a
net investment of $16,000 at March 31, 1999, as compared to $1,407,000 at March
31, 1998. The net investment in financing leases will continue to decline over
the lease term as the Partnership amortizes income over the life of the lease
using the interest method.
Interest income from notes receivable decreased by $14,000 for the
three months ended March 31, 1999, compared to 1998. The decrease in interest
income from notes receivable is attributable to the decline in net investment in
notes receivable. The net investment in notes receivable was $192,000 at March
31, 1999, compared to $660,000 at March 31, 1998. Additionally, no new
investments were made during the three months ended March 31, 1999 to mitigate
the decline in the net investment in notes receivable.
Total expenses of the Partnership decreased by $121,000 during the
three months ended March 31, 1999, compared to the same period in 1998. All
expense items decreased, with depreciation expense contributing the largest
decline due to the decrease in the amount of equipment owned by the Partnership.
Depreciation expense decreased by $65,000 for the three months ended March 31,
1999, as compared to the same period in 1998. This decrease is attributable to
the decline in the amount of equipment owned as previously discussed, but
additionally as a result of an increasing portion of the equipment portfolio
having been fully depreciated.
Liquidity and Capital Resources
The Partnership's primary source of liquidity comes from its
contractual obligations with a diversified group of lessees and borrowers for
fixed lease terms at fixed payment amounts. As the initial lease terms of the
Partnership's short term operating leases expire, the Partnership will re-lease
8
<PAGE>
or sell the equipment. The future liquidity of the Partnership will depend upon
the General Partner's success in collecting its contractually owed amounts from
lessees and borrowers as well as re-leasing and selling the Partnership's
equipment when the lease terms expire.
The Partnership reported net cash generated by equipment leasing and
financing activities during the three months ended March 31, 1999 of $348,000,
as compared to $741,000 during the same period in 1998. The decline in net cash
generated from leasing and financing activities for the three months ended March
31, 1999, as compared to the same period in the previous year, is attributable
to decreases in rental income from operating leases, principal payments from
financing leases and principal payments from notes receivable, as previously
discussed in the Results of Operations.
The Partnership received distributions from joint ventures of $39,000
and $130,000 for the three months ended March 31, 1999 and 1998, respectively.
The decrease in distributions from joint ventures is attributable to one joint
venture experiencing a decline in cash available for distributions as a result
of a reduction in rental income and sales proceeds received.
As of March 31, 1999, the Partnership owned equipment being held for
lease with an original cost of $2,948,000 and a net book value of $109,000, as
compared to equipment with an original cost of $5,558,000 and a net book value
of $28,000 at March 31, 1998. The General Partner is actively engaged, on behalf
of the Partnership, in remarketing and selling the Partnership's off lease
equipment. Until new lessees or buyers of equipment can be found, the equipment
will continue to generate depreciation expense without any corresponding rental
income. The effect of this will be a reduction of the Partnership earnings
during this remarketing period.
The cash distributed to partners was $0 and $1,691,000 during the three
months ended March 31, 1999 and 1998, respectively. In accordance with the
Partnership Agreement, the limited partners are entitled to 95% of the cash
available for distribution and the General Partner is entitled to 5%. As a
result, the limited partners received $0 and $1,606,000 in cash distributions
for the three months ended March 31, 1999 and 1998, respectively. The cumulative
cash distributions to limited partners at March 31, 1999 is $38,891,000, as
compared to $37,304,000 at March 31, 1998. The General Partner received cash
distributions of $0 and $85,000 for its share of the cash distribution for the
three months ended March 31, 1999 and 1998, respectively. The Partnership plans
to make its next distribution in December 1999.
As provided for by the partnership agreement, the General Partner has
determined to exercise its discretion that no further redemptions in the
Partnership will be permitted after March 31, 1998.
The cash to be generated from leasing and financing operations is
anticipated to be sufficient to meet the Partnership's continuing operational
expenses.
Impact of the Year 2000 Issue
ReSource/Phoenix, Inc. ("ReSource/Phoenix"), an affiliate of the parent
to the General Partner does all local computer processing for the General
Partner. And as such Resource/Phoenix manages the Year 2000 project on behalf of
the General Partner.
9
<PAGE>
Resource/Phoenix has a Year 2000 project plan in place. The Year 2000
project team has identified risks, and has implemented remediation procedures
for its Year 2000 issues. ReSource/Phoenix has budgeted for the necessary
changes, built contingency plans, and has progressed along the scheduled
timeline. Installation of all remediation changes to software and hardware is
planned to be completed by September 15, 1999.
Costs incurred by the Partnership will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.
The Partnership's customers consist of lessees and borrowers. The
Partnership does not have exposure to any individual customer that would
materially impact the Partnership should the customer experience a significant
Year 2000 problem, however, cumulative exposure to multiple individual customers
could materially impact the Partnership should multiple customers experience a
significant Year 2000 problem.
10
<PAGE>
PHOENIX INCOME FUND, L.P.
March 31, 1999
Part II. Other Information.
-----------------
Item 1. Legal Proceedings.
-----------------
On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing Incorporated, Phoenix Leasing Associates, II and III LP., Phoenix
Securities Inc. and Phoenix American Incorporated (the "Companies") in
California Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution Funds I through V (the
"Partnerships"). The Companies were served with the Complaint on December 9,
1997. The Complaint sought declaratory and other relief including accounting,
receivership, imposition of a constructive trust and judicial dissolution and
winding up of the Partnerships, and damages based on fraud, breach of fiduciary
duty and breach of contract by the Companies as general partners of the
Partnerships.
Plaintiffs severed one cause of action from the Complaint, a claim
related to the marketing and sale of CDF V, and transferred it to Marin County
Superior Court (the "Marin Action"). Plaintiffs then dismissed the remaining
claims in Sacramento Superior Court and refiled them in a separate lawsuit
making similar allegations (the"Sacramento Action").
Plaintiffs have amended the Marin Action twice. Defendants have not yet
answered the complaint and may file a demurrer to dismiss the claims. Discovery
has not commenced. The Companies intend to vigorously defend the Complaint.
In February 1999, plaintiffs requested a transfer of the Sacramento
Action to Marin County. The Court granted that request, and the case was
transferred in March 1999. Defendants have not yet responded to the Complaint.
Discovery has not commenced. The Companies intend to vigorously defend the
Complaint.
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
11
<PAGE>
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 INCOME FUND, L.P.
-------------------------
(Registrant)
BY: PHOENIX LEASING ASSOCIATES LP,
a California limited partnership,
General Partner
BY: PHOENIX LEASING ASSOCIATES, INC.
a Nevada corporation,
General Partner
Date Title Signature
---- ----- ---------
May 13, 1999 Senior Vice President /S/ GARY W. MARTINEZ
- ------------ and a Director of --------------------
Phoenix Leasing Associates, Inc. (Gary W. Martinez)
May 13, 1999 Chief Financial Officer, /S/ HOWARD SOLOVEI
- ------------ Treasurer and a Director of --------------------
Phoenix Leasing Associates, Inc. (Howard Solovei)
May 13, 1999 Senior Vice President, /S/ BRYANT J. TONG
- ------------ Financial Operations of --------------------
Phoenix Leasing Associates, Inc. (Bryant J. Tong)
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,449
<SECURITIES> 6
<RECEIVABLES> 526
<ALLOWANCES> 268
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,369
<DEPRECIATION> 3,255
<TOTAL-ASSETS> 3,959
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,820
<TOTAL-LIABILITY-AND-EQUITY> 3,959
<SALES> 0
<TOTAL-REVENUES> 212
<CGS> 0
<TOTAL-COSTS> 83
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 129
<INCOME-TAX> 0
<INCOME-CONTINUING> 129
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 129
<EPS-PRIMARY> .76
<EPS-DILUTED> 0
</TABLE>
