Form 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO 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 33-43082 ZIEGLER LEASING CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-1148992 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 215 North Main Street, West Bend, Wisconsin 53095 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 334-5521 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 requirements for the past 90 days. Yes ( X ) No ( ) The number of shares outstanding of the registrant's Common Stock, par value $1.00 per share, at March 31, 1996 was 2,000 shares. REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. PART I ZIEGLER LEASING CORPORATION AND SUBSIDIARY CONSOLIDATED CONDENSED INCOME STATEMENTS (Unaudited) For the Three Months Ended March 31, March 31, 1995 1996 Revenues: Operating leases $1,591,125 $1,395,152 Financing leases 622,416 625,104 Leveraged leases 39,007 32,752 Fee income 73,620 61,639 Interest income 143,273 245,026 Gain on sale of equipment, net 91,216 155,080 Other 2,792 43,473 Total revenues 2,563,449 2,558,226 Expenses: Depreciation 1,209,205 1,080,686 Interest 727,111 710,462 Provision for losses 30,000 60,035 Selling 27,657 34,750 General and administrative 454,408 459,570 Total expenses 2,448,381 2,345,503 Income before income taxes 115,068 212,723 Provision for income taxes 81,000 80,000 Net income $ 34,068 $ 132,723 The accompanying notes to consolidated condensed financial statements are an integral part of these statements. ZIEGLER LEASING CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, March 31, 1995 1996 ASSETS Cash $ 5,645 $ 270,884 Short-term investments 2,100,112 2,019,239 Total cash and cash equivalents 2,105,757 2,290,123 Investments in leases, net: Financing leases 25,743,614 26,246,806 Leveraged leases 2,380,402 2,336,603 Operating leases 14,148,253 12,594,883 Total investment in leases 42,272,269 41,178,292 Receivables: Notes receivable 8,274,711 8,793,855 Other receivables 435,071 44,696 Other assets 1,046,176 894,439 Total assets $54,133,984 $53,201,405 LIABILITIES AND STOCKHOLDER'S EQUITY Short-term debt: Notes payable to parent $ 8,318,462 $ 8,355,783 Current maturities of long-term debt18,724,186 17,649,511 Accounts payable for leased equipment purchases 725,218 129,424 Other accounts payable and accrued expenses 870,022 1,266,783 Deferred income taxes 6,659,583 6,690,381 Long-term debt 7,516,751 8,107,038 Total liabilities 42,814,222 42,198,920 Commitments Stockholder's equity: Common stock -- $1 par; 40,000 shares authorized; 2,000 shares issued and outstanding 2,000 2,000 Additional paid-in capital 1,748,000 1,748,000 Retained earnings 9,569,762 9,252,485 Total stockholder's equity 11,319,762 11,002,485 Total liabilities and stockholder's equity $54,133,984 $53,201,405 The accompanying notes to consolidated condensed financial statements are an integral part of these balance sheets. ZIEGLER LEASING CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, March 31, 1995 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 34,068 $ 132,723 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,275,351 1,142,027 Provision for losses 30,000 60,035 Gain on sale of leased equipment (91,216) (155,080) Deferred income taxes (220,395) 214,823) Changes in assets and liabilities: Decrease (increase) in - Other receivables (302,323) 390,375) Other operating assets 8,451 (600,066) Increase (decrease) in - Other accounts payable and accrued expenses 597,689 212,736 Other operating liabilities (21) (321) Net cash provided by operating activities 1,331,604 1,397,252 CASH FLOWS FROM INVESTING ACTIVITIES: Payments received on notes receivable 238,469 1,544,252 Issuance of notes receivable (4,184,020) (4,553,819) Purchase of assets to be leased (2,700,061) (303,323) Principal payments received under leases2,848,513 2,943,422 Proceeds from sale of leased equipment 287,209 473,421 Net cash provided (used) by investing activities (3,509,890) 103,953) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of notes payable to parent 10,948,000 9,712,000 Principal payments of notes payable to parent (10,257,000) (9,647,000) Principal payments of notes payable to banks (386,967) (484,388) Principal payments on nonrecourse debt (538,905) (647,451) Cash dividends paid (100,000) (250,000) Net cash used by financing activities (334,872) (1,316,839) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,513,158) 184,366) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,294,953 2,105,757 CASH AND EQUIVALENTS AT END OF PERIOD $ 781,795 $ 2,290,123 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid during the period $ 522,000 $ 679,000 Income taxes paid during the period $ 36,215 $ 121,000 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES: Conversion of notes receivable to leased equipment $ 2,665,000 $ 2,490,000 The accompanying notes to consolidated condensed financial statements are an integral part of these statements. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS March 31, 1996 (1) Basis of Presentation - The condensed consolidated financial statements included herein have been prepared by Ziegler Leasing Corporation and subsidiary (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Management believes, however, that these condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the periods presented. All such adjustments are of a normal, recurring nature. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. (2) Consolidation - Ziegler Leasing Corporation's wholly-owned subsidiary, Ziegler Medical Equipment Group, Inc. ("ZMEG"), is in the business of refurbishing and remarketing used medical equipment. (3) Allowance for possible losses - The Company provides for the possibility that ultimately some customers will be unable to fulfill their lease obligations. Management monitors its past due accounts on a continuous basis, and provides for possible losses based on knowledge of its current customers and the industry it serves, as well as historical data. Activity in the allowance for possible losses for 1995 and for the first quarter of 1996 is summarized below. Balance, December 31, 1994 $587,132 Provision for losses 185,269 Charge-offs, net (296,275) Balance, December 31, 1995 476,126 Provision for losses 60,035 Recovery, net 5,000 Balance, March 31, 1996 $541,161 (4) Commitments - As of March 31, 1996, the Company had outstanding written agreements to provide equipment lease financing totalling approximately $4,431,000. To manage the off-balance sheet credit and interest rate risk exposure related to those commitments, the Company retains the right to adjust or cancel the commitments if adverse interest rate or credit conditions arise. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - Three Months Ended March 31, 1996 and 1995 Total revenues of the Company decreased $5,223 (0%) from $2,563,449 during the first quarter of 1995 to $2,558,226 during the first quarter of 1996. The primary components of revenue consist of lease income from operating and financing leases as well as gains on the sale of leased equipment at lease termination. The revenues from operating leases decreased $195,973 (12%) from $1,591,125 during the first quarter of 1995 to $1,395,152 during the first quarter of 1996. The decrease in revenue resulted primarily from a 20% decrease in the average net investment in operating leases during the first quarter of 1996 vs the first quarter of 1995. The revenue from financing leases increased $2,688 (0%) form $622,416 during the first quarter of 1995 to $625,104 during the first quarter of 1996. The increase in revenue resulted primarily from the timing of financing lease activations and terminations, as the average net investment in financing leases actually decreased 3% in the first quarter of 1996 vs the first quarter of 1995. The gain on sale of equipment at lease termination increased $63,864 (70%) from $91,216 during the first quarter of 1995 to $155,080 during the first quarter of 1996. An increase in equipment coming off lease was the primary reason for the increase in 1996. Total expenses for the Company decreased $102,878 (4%) from $2,448,381 during the first quarter of 1995 to $2,345,503 during the first quarter of 1996. The primary components of total expenses consist of depreciation of rental equipment, interest expense, general and administrative expenses and provision for losses. Depreciation of rental equipment decreased $128,519 (11%) from $1,209,205 during the first quarter of 1995 to $1,080,686 during the first quarter of 1996. The decrease in depreciation expense was due primarily to a 20% decrease in the average net investment in operating leases during the first quarter of 1996 vs the first quarter of 1995. Interest expense decreased $16,649 (2%) from $727,111 during the first quarter of 1995 to $710,462 during the first quarter of 1996. This decrease was due primarily to a 1% decrease in average debt outstanding during the first quarter of 1996 vs the first quarter of 1995. General and administrative expenses increased $5,162 (1%) from $454,408 during the first quarter of 1995 to $459,570 during the first quarter of 1996. General and administrative expenses are comprised of many expenses, the largest of which are employee compensation and benefits and amortization of initial direct costs. Employee compensation and benefits increased $28,801 (14%) from $200,780 during the first quarter of 1995 to $229,581 during the first quarter of 1996. The increase was due to the creation of additional sales positions. Initial direct costs are those expenses which are directly related to lease origination and are capitalized at the inception of the lease and amortized over the lease term. The amount of initial direct costs amortized is influenced by the following factors: net lease activations (number, amount and term), expected and unexpected lease terminations, and the presence or absence of broker commissions. Amortization of initial direct costs decreased $3,719 (5%) from $68,474 during the first quarter of 1995 to $64,755 during the first quarter of 1996. All other general and administrative expenses decreased $19,920 (11%) from $185,154 during the first quarter of 1995 to $165,234 during the first quarter of 1996. This decrease was due primarily to a reduction in costs associated with the operation of the Company's subsidiary. Provision for losses increased $30,035 (100%) from $30,000 during the first quarter of 1995 to $60,035 during the first quarter of 1996. This increase is due to an additional reserve established for an impaired lease. Net income increased $98,655 (290%) from $34,068 during the first quarter of 1995 to $132,723 during the first quarter of 1996. PART II Items 1 through 5. Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit No. Description 27 Financial Data Schedule (b) Reports on Form 8-K: None SIGNATURES Pursuant to the requirements 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. ZIEGLER LEASING CORPORATION Dated: May 14, 1996 By Mark E. Sedlmeier President and Chief Executive Officer Dated: May 14, 1996 By Kevin A. Kalnins Controller