1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) Annual Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
( )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 - 0-25574
-------
TELECOMMUNICATIONS INCOME FUND X, L.P.
---------------------------------------
(Exact name of registrant as specified in its charter)
Iowa 42-1401715
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Tama Street, Marion, Iowa 52302
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 319-447-5700
------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities pursuant to section 12 (g) of the Act:
Limited Partnership Interests (the "Units")
-------------------------------------------
(Title of class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K (X).
As of March 8, 2000, 88,783 units were issued and outstanding. Based on the book
value at December 31, 1999 of $88.77 per unit, the aggregate market value at
March 8, 2000 was $7,881,267.
DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Registration Statement on
- -----------------------------------
Form S-1, dated August 27, 1993 are incorporated by reference into Part IV.
2
TELECOMMUNICATIONS INCOME FUND X, L.P.
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1. Business--------------------------------------------------------------------------------3
Item 2. Properties------------------------------------------------------------------------------5
Item 3. Legal Proceedings-----------------------------------------------------------------------5
Item 4. Submission of Matters to a Vote of Unit Holders-----------------------------------------5
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholders Matters--------------------------------------------------5
Item 6. Selected Financial Data-----------------------------------------------------------------5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations-----------------------------------------------6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk-----------------------------11
Item 8. Financial Statements and Supplementary Data--------------------------------------------12
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure-------------------------------------------30
PART III
Item 10. Directors and Executive Officers of the Registrant--------------------------------------30
Item 11. Executive Compensation------------------------------------------------------------------31
Item 12. Security Ownership of Certain Beneficial Owners and Management--------------------------32
Item 13. Certain Relationships and Related Transactions------------------------------------------32
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.------------------------33
SIGNATURES------------------------------------------------------------------------------34
EXHIBIT INDEX---------------------------------------------------------------------------35
2
3
PART I
ITEM 1. BUSINESS
Telecommunications Income Fund X, L.P., an Iowa limited partnership (the
"Partnership"), was organized on April 20, 1993. The general partner is Berthel
Fisher & Company Leasing, Inc. (the "General Partner"), an Iowa corporation that
has been in operation since 1988. The Partnership's business and the executive
offices of the General Partner are located at 701 Tama Street, Marion, Iowa
52302. Substantially all of the voting stock of the General Partner is owned by
Berthel Fisher & Company ("Berthel Fisher").
The Partnership began offering units to the public on August 27, 1993. The
General Partner suspended sales of units effective May 16, 1994, pending a
decision to prepare an offering supplement to the prospectus. This supplement
included updated financial information on the Partnership's lease portfolio and
updated the information in the Prior Performance tables contained in the
Partnership's prospectus dated August 27, 1993. The General Partner filed, on
July 16, 1994, Post-Effective Amendment No. 1 to the registration statement
updating the financial information and requesting an extension of sales to
December 31, 1994. Approval was received on this request effective July 20,
1994.
The Partnership will operate until December 31, 2002 unless dissolved sooner due
to the occurrence of any of the following events: (i) the vote by limited
partners owning a majority of the Partnership in accordance with the Partnership
Agreement; (ii) the withdrawal, bankruptcy, or dissolution and liquidation or
other cessation to exist as a legal entity of the General Partner (unless any
successor general partner elected in accordance with the provisions of the
Partnership Agreement elects to continue the business of the Partnership); (iii)
the final distribution of all liquidating distributions among the limited
partners pursuant to the Partnership Agreement; or (iv) the sale or disposition
of all or substantially all of the assets of the Partnership without the
subsequent reinvestment in equipment.
The business of the Partnership is the acquisition and leasing of equipment,
primarily telecommunications equipment such as pay telephones and call
processing equipment. The Partnership began its primary business activities on
September 29, 1993. The Partnership entered its liquidation phase on December
31, 1999.
A significant portion of the Partnership's business is with customers who are in
the telecommunications industry. The telecommunications industry, particularly
the pay telephone and long distance facets of the industry, is heavily regulated
by the Federal Communications Commission ("FCC") and by various state public
utility commissions. Regulation is not directed at the ownership or leasing of
telecommunications equipment, but is focused primarily on the business of the
Partnership's customers that operate in the telecommunications industry.
Generally, regulation affects rates that can be charged and the relationship of
the regional Bell operating companies to the rest of the pay telephone industry.
Management does not expect regulation to have any significant negative impact
upon the business of the Partnership.
The principle objective of the Partnership is to obtain the maximum available
economic return from its investment in equipment leases to unaffiliated third
parties with a view toward: (i) generating cash flow from operations, with the
intent to make distributions during the Operating Phase (the period which ends
when the General Partner elects to begin the liquidation of the Partnership
assets); (ii) reinvesting (during the Operating Phase) any undistributed cash
flow from
3
4
operations in additional equipment to be leased to increase the Partnership's
assets; (iii) obtaining the residual values of equipment upon sale; (iv)
obtaining value from sales of the Partnership's lease portfolio upon entering
the Liquidating Phase (the period during which the General Partner will
liquidate the Partnership assets); and (v) providing cash distributions to the
partners during the liquidating phase.
The Partnership acquires primarily telecommunications equipment (specifically
pay telephones and call processing equipment), that is leased to third parties.
The Partnership has also acquired other types of equipment that is generally
subject to leases. During 1999 the Partnership acquired equipment with a cost of
$3,204,657. All of this equipment has been leased.
Equipment acquired by the Partnership is installed in various locations by the
lessees. When the lessee installs the equipment in a location, a site location
agreement gives the lessee the right to have the equipment at this site for a
specified period of time. These site location agreements generally have a three
to five year term. The Partnership, in addition to its ownership of the
equipment, takes an assignment of and a first security interest in these site
location agreements. Therefore, if a lessee defaulted, the Partnership could
have the ability to re-sell or re-lease the equipment in place. This "in place"
value is generally much higher than the residual value of the equipment. The
telecommunications equipment generates revenue primarily through long distance
phone calls. The Partnership's lessee generally receives long distance revenue
from a contracted third party billing company. The Partnership also takes an
assignment of this revenue.
The General Partner acquired and approved leases on behalf of the Partnership.
The General Partner established guidelines to use in approving lessees.
Generally, before any lease was approved, there was a review of the potential
lessees' financial statements, credit references were checked, and outside
business and/or individual credit reports were obtained.
The equipment purchased by the Partnership consists of advanced technology pay
telephones and call processing systems used in hotels, hospitals, colleges,
universities, and correctional institutions. The Partnership has also purchased
and leased other types of equipment.
The Partnership's lease and notes receivable portfolio is concentrated in pay
telephones, hotel phone equipment, office equipment, and automated teller
machines ("ATM"). The portfolio related to these sources at December 31, 1999,
1998, and 1997 is outlined in the table below.
1999 1998 1997
---- ---- ----
Pay telephones 52% 59% 69%
Hotel phone equipment 0% 0% 17%
Office equipment 9% 20% 4%
ATM machines 20% 17% 1%
Two customers accounted for 40.8% of income from direct financing leases during
the year ended December 31, 1999. ATM Network Services, Inc. and Hansen Lind
Meyer, Inc. accounted for 21.1% and 19.7% of the income, respectively.
The leasing industry is very competitive and the Partnership has fewer assets
than some of its major competitors. The principal methods of competition include
service and price (interest rate). The Partnership operates in one segment.
The Partnership has no employees and utilizes the administrative services of the
General Partner for which it pays an administrative service fee.
4
5
ITEM 2. PROPERTIES
The Partnership does not own or lease any real estate. The Partnership's
materially important assets consist entirely of equipment under lease, primarily
telecommunications equipment, as described in Item 1.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNIT HOLDERS
No matters were submitted to a vote of limited partners, through the
solicitation of proxies or otherwise during the year covered by this report.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Registrants' Units are not publicly traded. There is no market for the
Registrant's Units and it is unlikely that any will develop. The General Partner
will resist the development of a public market for the Units.
Number of Partners
Title of Class at March 8, 2000
-------------- ------------------
Limited Partner 1,599
General Partner 1
Distributions are paid to Partners on a monthly basis. Through December 31,
1999, $13,607,892 has been paid in distributions to partners during the life of
the Partnership. Distributions to partners during the prior three years have
been $27.00 per unit. As of December 31, 1999, the Partnership had accrued
distributions to partners of $199,762.
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31
- ------------------------------------------------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------------------
Total Revenue $ 1,607,766 $ 2,802,667 $ 3,045,703 $ 3,704,977 $ 3,828,433
Net Income (Loss) 542,733 1,664,367 (1,897,893) 196,197 1,551,153
Total Assets 11,828,955 12,647,703 18,799,155 21,261,096 27,664,248
Line of Credit 2,556,214 15,433 5,354,801 2,607,911 5,685,953
Bank term loan -0- -0- 583,233 1,386,361 2,119,863
Provision for Possible Losses 184,730 199,060 3,628,090 1,092,551 828,911
Distributions to Partners 2,409,159 2,422,973 2,430,890 2,442,420 2,442,692
Earnings (Loss) per Unit 6.08 18.54 (21.11) 2.17 17.15
Distributions per Unit 27.00 27.00 27.00 27.00 27.00
The Partnership began the orderly liquidation of Partnership assets in January,
2000. As a result, on December 31, 1999, the Partnership adopted the liquidation
basis of accounting. The statement of net assets as of December 31, 1999 has
been prepared on the liquidation basis. Accordingly, assets have been valued at
estimated net realizable value and liabilities include estimated costs
associated with carrying out the plan of liquidation.
The above selected financial data should be read in connection with the
financial statements and related notes appearing elsewhere in this report.
5
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Year Ended Year Ended Year Ended
Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
------------- -------------- --------------
Lease income $ 1,314,165 $ 1,848,567 $ 2,843,989
Interest and other income 276,777 185,517 116,194
Gain on lease terminations 16,824 768,583 85,520
Management fees 217,147 214,325 353,109
Administrative services 84,000 84,000 84,000
Interest expense 222,344 254,975 407,538
Professional fees 110,799 221,076 131,819
Provision for possible losses 184,730 199,060 3,628,090
Depreciation expense -0- -0- 51,031
Impairment loss on equipment -0- 54,224 205,693
Impairment loss on equity security 173,261 -0 -0-
The interest and other income above is primarily interest income from notes
receivable and late fees received on direct financing leases. Total income from
direct financing leases and notes receivable was $1,590,942 ($1,314,165 lease
income and $276,777 interest and other income) for 1999, $2,034,084 for 1998,
and $2,960,183 for 1997. The decline in income from leases and notes is due to a
steady decline in the Partnership's investment in direct financing leases and
notes receivable, from $20,323,138 at December 31, 1996 to $12,311,690 at
December 31, 1999 (prior to adjustment to net realizable value). This decline in
lease financing levels is primarily a result of the Partnership's charge-off of
a number of leases within its portfolio due to non-payment of lease receivables,
and the early termination of various leases which funded distributions to
Partners and repayments of borrowings. Proceeds from early lease terminations in
1998 were $10,737,743, which enabled the Partnership to recognize a gain on
lease terminations of $768,583 in 1998. In 1999, proceeds from early lease
terminations were $679,172, with the Partnership recognizing a gain of $16,824.
At the end of a lease term, the Partnership will attempt to sell the equipment
under lease to the lessee for an amount equal to or exceeding the residual value
booked. Additionally, from time to time, the Partnership will receive a request
from a lessee for an early pay-off of their contract. The General Partner will
always quote an amount at least equal to the Partnership's net investment and
typically will exceed the net investment as evidenced by the net gains
recognized by the Partnership on lease terminations. The Partnership's gain on
lease terminations can and will vary from year to year based on the number of
requests received to terminate leases as well as the size of the contract being
terminated.
The Partnership had net income in 1999 of $542,733, but had comprehensive income
of only $186,274, resulting from an unrealized loss on securities of $356,459.
The Partnership holds 159,975 common shares of Murdock Communications
Corporation ("Murdock") as available for sale and 432,525 common shares as not
readily marketable, due to restrictions imposed by rule 144 of the Securities
and Exchange Commission.
In addition to the unrealized loss described above, the Partnership incurred an
impairment loss on an available for sale security in 1999. The Partnership wrote
off its investment in the common stock of Phone-Tel Corporation and incurred an
impairment loss of $173,261. Prior to 1999, unrealized losses on this security
of $168,015 were taken and charged to comprehensive income. The impairment loss
of $173,261 results from the prior year amount, along with $5,246 recognized in
1999.
6
7
The General Partner receives a monthly reimbursement of $7,000 per month for
administrative services provided to the Partnership. Management fees are paid to
the General Partner and represent 5% of the rental and note payments received.
Payments received in each of the three years ended December 31 are as follows:
1999 1998 1997
---- ---- ----
Rental Payments Received $ 4,342,940 $ 4,286,480 $ 7,062,180
The decrease in interest expense is a result of the Partnership borrowing less
compared to 1998. Borrowings from the line of credit were $12,124,666 in 1997,
$7,797,857 in 1998, and $5,981,076 in 1999. The balance outstanding on the line
of credit at December 31, 1999 was $2,556,214. Proceeds from various lease
terminations were also used to reduce the line of credit in 1998, primarily in
the third quarter.
Professional fees include payments for legal expenses, independent auditing
services, tax return preparation, and other accounting assistance. Professional
fees are higher in 1998 due to increased legal expenses resulting from
litigation regarding the non-payment of lease receivables.
In May 1995, the Partnership exercised its right to manage the assets leased to
Telecable/Continental due to nonpayment of lease receivables. The remaining net
equipment cost, which had been depreciated to $938,693 and relates to hotel
satellite television equipment, was expected by management to be recovered
through the sale of the equipment. Such equipment cost has been adjusted for an
impairment loss of $621,000 in 1996, $205,693 in 1997, and $54,224 in 1998 to
reflect management's estimated fair market value of the equipment. The equipment
was disposed of in 1999 at no further loss to the Partnership.
Due to cash flow problems experienced during 1997 by a lessee of the
Partnership, North American Communications Group, Inc. ("NACG"), the
Partnership, in an attempt to protect the assets leased to NACG, advanced funds
to various entities to whom NACG owed money, subject to either the terms of the
leases or to promissory notes which were executed by NACG. The Partnership
assisted in arranging a management agreement between NACG and another entity to
provide services to customers of NACG associated with the Partnership's leases.
In spite of the funds advanced by the Partnership and the management contract,
the cash flow of NACG continued to deteriorate. During the last several months
of 1997, the General Partner actively solicited bids from parties to purchase
the assets associated with the Partnership leases to NACG. Based on the value of
similar assets and contract sites, management believed the equipment leased to
NACG had substantial value. However, the offers received were not deemed
adequate by the General Partner. Following a refusal by NACG to voluntarily
execute a Deed in Lieu of Foreclosure, the General Partner decided to institute
a foreclose action against NACG and its affiliates. Finally, the General Partner
determined it was no longer economically feasible to continue to advance funds
on behalf of NACG, discontinued doing so and informed all site operators of that
decision. As a result, the Partnership decided to provide for a specific loss
reserve of $3,319,159 at December 31, 1997, which was equal to the carrying
value of the leases and advances associated with NACG. The Partnership
foreclosed on the assets underlying the leases, and charged off the lease
receivables to the specific allowance in February 1998. The Partnership received
$105,000 in the first quarter of 1999 from the sale of assets recovered to date,
and credited this to the allowance for possible loan and lease losses.
In December, 1998, the Partnership, Telecommunications Income Fund IX, the
General Partner, NACG, and others filed suit against Shelby County, Tennessee
("County"). The suit alleged, among other things, damages for wrongful
termination of the pay phone contract between NACG and
7
8
Shelby County and racial discrimination by the County against NACG. The County
filed an answer and the initial discovery was completed. Based on the facts
discovered, it was determined it was not economical to continue to spend
Partnership funds in an effort to obtain additional information or to continue
the lawsuit.
The allowance for possible loan and lease losses is based upon a continuing
review of past loss experience, current economic conditions and the underlying
lease asset value of the portfolio. At the end of each quarter a review of the
allowance account is conducted. At a minimum it is the Partnership's desire to
maintain a loss reserve equal to 1.5 percent of the Partnership's investment in
leases and notes. The Partnership currently has a loss reserve of $582,507 or
4.7% of the lease and note portfolio. Management has determined to increase its
general allowance due to the loss history of the Partnership and due to the
uncertainty of lessees that are past due, as described below.
As of December 31, 1999, three customers were over 90 days past due. When
payments are past due more than 90 days, the Partnership discontinues
recognizing income on those customer contracts. The total contract balance
remaining at December 31, 1999 on the three customers was $3,788,438. The
Partnership's net investment in these contracts totalled $2,981,163 at December
31, 1999. One customer has four contracts past due with a total contract balance
remaining of $3,085,714 and a net investment of $2,443,740. Another customer, an
affiliate of the past due customer mentioned previously, has a contract past due
with a contract balance remaining of $696,256 and a net investment of $532,017.
The Partnership increased its allowance for possible losses due to these two
customers based on an analysis of the customers' repayment ability.
The General Partner is engaged directly for its own account in the business of
acquiring and leasing equipment. The General Partner serves as the general
partner of Telecommunications Income Fund IX, L.P. ("TIF IX") and
Telecommunications Income Fund XI, L.P. ("TIF XI"), publicly owned limited
partnerships that are engaged in the equipment leasing business. TIF IX is
currently in its liquidation phase and must be dissolved by December 31, 2005.
Also, an affiliate of the General Partner is the general partner of a privately
offered active limited partnership. As of December 31, 1999, the net proceeds of
the private program, TIF IX, and TIF XI have been invested in specific
equipment. The activities of the General Partner, in regards to its other
leasing activities, has had no impact on the Partnership to date in management's
opinion.
The equipment that the Partnership leases is maintained by the lessee, and the
lessee is responsible for keeping the equipment upgraded with any improvements
that may be developed. The Partnership generally establishes the equipment's
residual value at 10% of the equipment's original cost. The Partnership
generally expects to realize the residual value by the sale of the equipment at
the expiration of the original lease term. The General Partner monitors the
maintenance and upgrades to the equipment and expects the Partnership to realize
residual values of at least 10%.
The General Partner is not aware of any regulatory issues that may have a
substantial negative impact on the telecommunications businesses to whom the
Partnership leases equipment. There are and will continue to be regulatory
issues in the telecommunications industry that the General Partner will monitor.
The equipment leases or notes acquired by the Partnership have been financed to
yield rates of return between 15% and 20%. The lease terms vary from 36 months
to 60 months. The rate
8
9
charged on a particular lease or note depends on the size of the transaction and
the financial strength of the customer.
Inflation affects the cost of equipment purchased and the residual values
realized when leases terminate and equipment is sold.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
In June, 1998, the Financial Accounting Standard Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The recognition of gains or losses resulting from
changes in the values of derivatives is based on the use of each derivative
instrument and whether it qualifies for hedge accounting. In June 1999, the FASB
issued SFAS No. 137, which deferred the effective date of adoption of SFAS No.
133 for one year. The Partnership will adopt SFAS No. 133 in the first quarter
of calendar year 2001. The adoption of this standard is not expected to have any
material impact on the Partnership's results of operations, financial position
or cash flows.
YEAR 2000 ISSUE
As of the date of this filing, the Partnership and its General Partner have
encountered no problems relating to the year 2000 issue. The Partnership and its
General Partner are not aware of any Y2K problems or situations encountered by
its customers, vendors, affiliates, or others.
LIQUIDITY AND CAPITAL RESOURCES
Year Ended Year Ended Year Ended
Major Cash Sources (Uses): Dec. 31, 1999 Dec. 31, 1998 Dec. 31, 1997
------------- ------------- -------------
Operations $ 746,219 $ 2,012,147 $ 1,595,449
Net Proceeds (payments) from Line of Credit 2,540,781 (5,339,368) 2,746,890
Proceeds from lease repayments & terminations 3,365,105 12,769,566 5,275,866
Repayments of Notes Receivable 508,096 872,178 5,490
Purchases of Equipment for Leases (3,204,657) (5,941,745) (5,233,450)
Issuance of notes receivable (1,483,582) (166,000) (1,510,000)
Distributions to Partners (2,411,161) (2,423,504) (2,433,440)
The Partnership is required to establish working capital reserves of no less
than 1% of the total capital raised to satisfy general liquidity requirements,
operating costs of equipment, and the maintenance and refurbishment of
equipment. At December 31, 1999, that working capital reserve, as defined, would
be $226,025. Actual cash on hand at December 31, 1999 was $4,147. While the cash
balance is less than the working capital reserve required, the Partnership could
have borrowed on its line of credit to satisfy the requirement.
At December 31, 1999, the Partnership had a line of credit agreement with a bank
that allows the Partnership to borrow the lesser of $4.0 million, or 40% of the
Partnership's Qualified Accounts as defined in the agreement. As of December 31,
1999, the balance outstanding under this line of credit was $2,556,214. The line
of credit is secured by substantially all assets of the Partnership. Before any
funds are borrowed, the Partnership first utilizes all available excess cash.
The Partnership's line of credit is used to acquire additional leases as they
become available. The line of credit matures on June 30, 2000 and is cancellable
by the lender after giving a 90-day notice. The Partnership paid off the line of
credit in February, 2000 with the proceeds from
9
10
various early contract terminations. The line of credit will not be renewed as
the Partnership entered its liquidation phase on December 31, 1999.
Cash flow from operating activities has been less than the distributions paid to
partners for 1999, 1998, and 1997.
The Partnership entered its liquidation phase on December 31, 1999, and began
the orderly liquidation of Partnership assets. As a result, on December 31,
1999, the Partnership adopted the liquidation basis of accounting. The statement
of net assets as of December 31, 1999 and the statement of changes in net assets
as of December 31, 1999 have been prepared on the liquidation basis.
Accordingly, assets have been valued at estimated net realizable value and
liabilities include estimated costs associated with carrying out the plan of
liquidation.
The net adjustment as of December 31, 1999 required to convert from the going
concern (historical cost) basis to the liquidation basis of accounting was a
decrease in carrying value of $1,464,813, which is included in the statement of
changes in net assets as of December 31, 1999. Significant increases (decreases)
in the carrying value of net assets are summarized as follows:
Increase to reflect net realizable value of equity securities $ 162,328
Decrease to reflect net realizable value of net investment
in direct financing leases and notes receivable (1,077,141)
Record estimated liabilities associated with carrying out the liquidation (550,000)
---------------------
Net decrease in carrying value $ (1,464,813)
=====================
The valuation of assets and liabilities necessarily requires many estimates and
assumptions and there are uncertainties in carrying out the liquidation of the
Partnership's net assets. The actual value of the liquidating distributions will
depend on a variety of factors, including the actual timing of distributions to
partners. The actual amounts are likely to differ from the amounts presented in
the financial statements.
10
11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
EQUITY PRICE SENSITIVITY
The table below provides information about the Partnership's marketable and not
readily marketable equity securities that are sensitive to changes in prices.
The table presents the carrying amount and fair value at December 31, 1999.
Carrying Amount Fair Value
----------------- ----------
Common Stock-Murdock $ 305,952 $ 305,952
------------------ ------------------
Total Available for Sale $ 305,952 $ 305,952
================== ==================
Carrying Amount Fair Value
---------------- ----------
Common Stock-Murdock $ 778,602 $ 778,602
------------------ ------------------
Total Not Readily Marketable $ 778,602 $ 778,602
================== ==================
The Partnership's primary market risk exposure with respect to equity securities
is equity price. The Partnership's general strategy in owning equity securities
is long-term growth in the equity value of emerging companies in order to
increase the rate of return to the limited partners over the life of the
Partnership. The primary risk of the portfolio is derived from the underlying
ability of the companies invested in to satisfy debt obligations and their
ability to maintain or improve common equity values. The Partnership holds
159,975 shares of Murdock as available for sale and 432,525 shares as not
readily marketable, due to restrictions imposed by rule 144 of the Securities
and Exchange Commission. Murdock is an emerging company whose stock price can be
volatile. At December 31, 1999, the market price of Murdock was $2.25 per share.
As of March 21, 2000, the price of Murdock had dropped approximately 58% to $.94
per share. At December 31, 1999, the total amount at risk was $1,084,554.
INTEREST RATE SENSITIVITY
The table below provides information about the Partnership's notes receivable
and line of credit agreement that are sensitive to changes in interest rates.
The table presents the principal amounts and related weighted average interest
rates by expected maturity dates as of December 31, 1999.
Assets Liabilities
------------------------------------------- -----------------------------------
Expected Fixed Rate Average Variable Rate Interest
Maturity Date Notes Receivable Interest Rate Line of Credit Rate
------------- ------------------ --------------- -------------- ----
2000 $ 475,443 15.1% $ 2,556,214 9.50%
2001 614,813 15.6% -0- ---
2002 328,548 15.8% -0- ---
2003 306,647 16.5% -0- ---
2004 48,369 16.5% -0- ---
------------------ ------------------
Total $ 1,773,820 $ 2,556,214
================== ==================
Fair Value $ 1,596,438 $ 2,556,214
================== ==================
The Partnership manages interest rate risk, its primary market risk exposure
with respect to notes receivable, by limiting the terms of notes receivable to
no more than five years and generally requiring full repayment ratably over the
term of the note.
11
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and related information as of and for the
years ended December 31, 1999, 1998, and 1997 are included in Item 8:
Independent Auditors' Report
Statements of Net Assets as of December 31, 1999 (Liquidation Basis)
and December 31, 1998 (Going Concern Basis)
Statement of Changes in Net Assets (Liquidation Basis) as of
December 31, 1999 (Initial Adoption of Liquidation Basis)
Statements of Operations and Comprehensive Income (Loss)
(Going Concern Basis) Years Ended December 31, 1999, 1998, and 1997
Statements of Changes in Partners' Equity (Going Concern Basis)
Years Ended December 31, 1999, 1998, and 1997
Statements of Cash Flows (Going Concern Basis)
Years Ended December 31, 1999, 1998, and 1997
Notes to Financial Statements
12
13
INDEPENDENT AUDITORS' REPORT
To the Partners
Telecommunications Income Fund X, L.P.
We have audited the accompanying statement of net assets (liquidation basis) of
Telecommunications Income Fund X, L.P. (the "Partnership") as of December 31,
1999, and the related statement of changes in net assets (liquidation basis) as
of December 31, 1999 (initial adoption of liquidation basis). In addition, we
have audited the accompanying statement of net assets (going concern basis) of
the Partnership as of December 31, 1998, and the related statements (going
concern basis) of operations and comprehensive income (loss), changes in
partners' equity and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the financial statements, the Partnership agreement
required that the orderly liquidation of the Partnership's net assets begins
December 31, 1999, and the Partnership commenced liquidation shortly thereafter.
As a result, the Partnership has changed its basis of accounting from the going
concern basis to the liquidation basis effective December 31, 1999.
In our opinion, such financial statements present fairly, in all material
respects, (1) the net assets of Telecommunications Income Fund X, L.P. at
December 31, 1999, (2) the changes in its net assets as of December 31, 1999
upon the initial adoption of the liquidation basis, (3) its financial position
at December 31, 1998, and (4) the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with generally accepted accounting principles on the basis described in the
preceding paragraph.
13
14
As discussed in Note 1 to the financial statements, because of the inherent
uncertainty of valuation when an entity is in liquidation, the amounts
realizable from the disposition of the remaining assets may differ materially
from the amounts shown in the accompanying financial statements.
DELOITTE & TOUCHE LLP
Cedar Rapids, Iowa
March 20, 2000
14
15
TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF NET ASSETS AS OF DECEMBER 31, 1999 (LIQUIDATION BASIS)
AND DECEMBER 31, 1998 (GOING CONCERN BASIS)
- --------------------------------------------------------------------------------
ASSETS (Note 6) 1999 1998
Cash and cash equivalents $ 4,147 $ 67,570
Available-for-sale equity securities (Note 2) 305,952 1,451,946
Not readily marketable equity security (Note 2) 778,602 -
Net investment in direct financing leases
and notes receivable (Note 3) 10,652,042 11,475,014
Allowance for possible loan and lease losses (Note 4) - (445,718)
----------- -----------
Direct financing leases and notes receivable, net 10,652,042 11,029,296
Equipment held for sale (Note 5) - 57,776
Other assets 88,212 41,115
----------- -----------
Total assets 11,828,955 12,647,703
----------- -----------
LIABILITIES
Line-of-credit agreement (Note 6) 2,556,214 15,433
Outstanding checks in excess of bank balance 37,127 436,199
Due to affiliates 317,474 24,602
Distributions payable to partners 199,762 201,719
Accrued expenses and other liabilities 153,769 143,174
Lease security deposits 133,376 170,958
Reserve for estimated costs during the period of liquidation 550,000 -
------------ -------------
Total liabilities 3,947,722 992,085
------------ -------------
NET ASSETS $ 7,881,233 $ 11,655,618
============ =============
15
16
TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF CHANGES IN NET ASSETS (LIQUIDATION BASIS)
AS OF DECEMBER 31, 1999 (INITIAL ADOPTION OF LIQUIDATION BASIS)
- --------------------------------------------------------------------------------
NET ASSETS AS OF DECEMBER 31, 1999 (GOING CONCERN BASIS) $ 9,346,046
Adjustment to liquidation basis (Note 1) (1,464,813)
-----------
NET ASSETS AS OF DECEMBER 31, 1999 (LIQUIDATION BASIS) $ 7,881,233
=============
See notes to financial statements.
16
17
TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF OPERATIONS AND COMPRESENSIVE INCOME (LOSS)
(GOING CONCERN BASIS)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1999 1998 1997
REVENUES:
Income from direct financing leases $ 1,314,165 $ 1,848,567 $ 2,843,989
Gain on lease terminations 16,824 768,583 85,520
Interest and other income 276,777 185,517 116,194
--------- --------- ---------
Total revenues 1,607,766 2,802,667 3,045,703
----------- ----------- -----------
EXPENSES:
Management and administrative fees (Note 8) 301,147 298,325 437,109
Other general and administrative expenses 183,551 331,716 214,135
Interest expense 222,344 254,975 407,538
Depreciation expense - - 51,031
Provision for possible loan and lease losses (Note 4) 184,730 199,060 3,628,090
Impairment loss on equipment (Note 5) - 54,224 205,693
Impairment loss on available-for-sale security 173,261 - -
----------- ----------- -----------
Total expenses 1,065,033 1,138,300 4,943,596
----------- ----------- -----------
NET INCOME (LOSS) 542,733 1,664,367 (1,897,893)
OTHER COMPREHENSIVE INCOME (LOSS) -
Unrealized gain (loss) on available for sale securities (356,459) 540,808 10,943
----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ 186,274 $ 2,205,175 $(1,886,950)
=========== =========== ===========
NET INCOME (LOSS) ALLOCATED TO:
General partner $ 243 $ 742 $ (842)
Limited partners 542,490 1,663,625 (1,897,051)
----------- ----------- -----------
$ 542,733 $ 1,664,367 $(1,897,893)
=========== =========== ===========
NET INCOME (LOSS) PER PARTNERSHIP UNIT $ 6.08 $ 18.54 $ (21.11)
=========== =========== ===========
WEIGHTED AVERAGE PARTNERSHIP UNITS
OUTSTANDING 89,241 89,763 89,889
=========== =========== ===========
See notes to financial statements.
17
18
TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (GOING CONCERN BASIS)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
UNREALIZED
GAIN (LOSS) ON
GENERAL LIMITED PARTNERS AVAILABLE- TOTAL
PARTNER ------------------------- FOR -SALE PARTNERS'
(40 UNITS) UNITS AMOUNT SECURITIES EQUITY
BALANCE AT DECEMBER 31, 1996 $ 10,194 90,370 $ 16,366,470 $ (43,316) $ 16,333,348
Net loss (842) - (1,897,051) - (1,897,893)
Distributions to partners
($27.00 per unit) (Note 7) (1,080) - (2,429,810) - (2,430,890)
Withdrawal of limited partners - (521) (112,529) - (112,529)
Change in unrealized (loss) on
available-for-sale security - - - 10,943 10,943
------------ ------------ ------------ ------------ ------------
BALANCE AT DECEMBER 31, 1997 8,272 89,849 11,927,080 (32,373) 11,902,979
Net income 742 - 1,663,625 - 1,664,367
Distributions to partners ($27.00 per unit)
(Note 7) (1,080) - (2,421,893) - (2,422,973)
Withdrawal of limited partner - (236) (29,563) - (29,563)
Change in unrealized gain on
available-for-sale securities - - - 540,808 540,808
------------ ------------ ------------ ------------ ------------
BALANCE AT DECEMBER 31, 1998 7,934 89,613 11,139,249 508,435 11,655,618
Net income 243 - 542,490 - 542,733
Distributions to partners ($27.00 per unit)
(Note 7) (1,080) - (2,408,079) - (2,409,159)
Withdrawal of limited partners - (870) (86,687) - (86,687)
Change in unrealized gain on available-for-sale
securities - - - (356,459) (356,459)
------------ ------------ ------------ ------------ ------------
BALANCE AT DECEMBER 31, 1999 $ 7,097 88,743 $ 9,186,973 $ 151,976 $ 9,346,046
============ ============ ============ ============ ============
See notes to financial statements.
18
19
TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF CASH FLOWS (GOING CONCERN BASIS)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1999 1998 1997
OPERATING ACTIVITIES:
Net income (loss) $ 542,733 $ 1,664,367 $ (1,897,893)
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Gain on lease terminations (16,824) (768,583) (85,520)
Depreciation of equipment - - 51,031
Amortization of intangibles 5,021 7,009 8,863
Provision for possible loan and lease losses 184,730 199,060 3,628,090
Impairment loss on equipment - 54,224 205,693
Impairment loss on available-for-sale security 173,261 - -
Changes in operating assets and liabilities:
Other assets (47,097) 498,443 (383,863)
Due to affiliates 292,872 1,346 (66,614)
Accrued expenses and other liabilities 10,595 (79,918) 135,662
Outstanding checks in excess of bank balance (399,072) 436,199 -
------------ ------------ ------------
Net cash from operating activities 746,219 2,012,147 1,595,449
------------ ------------ ------------
INVESTING ACTIVITIES:
Investment in available-for-sale security - (770,250) -
Acquisitions of, and purchases of equipment for,
direct financing leases (3,204,657) (5,941,745) (5,233,450)
Repayments of direct financing leases 2,685,933 2,031,823 3,796,745
Proceeds from termination of direct financing leases 679,172 10,737,743 1,479,121
Repayments of notes receivable 508,096 872,178 5,490
Issuance of notes receivable (1,483,582) (166,000) (1,510,000)
Net lease security deposits paid (37,582) (338,586) (41,832)
------------ ------------ ------------
Net cash from investing activities (852,620) 6,425,163 (1,503,926)
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from line-of-credit borrowings 5,981,076 7,797,857 12,124,666
Repayments of line-of-credit borrowings (3,440,295) (13,137,225) (9,377,776)
Repayment of additional borrowings - (583,233) (803,128)
Distributions and withdrawals paid to partners (2,497,803) (2,453,067) (2,545,969)
------------ ------------ ------------
Net cash from financing activities 42,978 (8,375,668) (602,207)
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (63,423) 61,642 (510,684)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 67,570 5,928 516,612
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,147 $ 67,570 $ 5,928
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 199,642 $ 302,529 $ 387,992
Noncash investing and financing activities:
Change in unrealized gain (loss) on available-for-sale securities (356,459) 540,808 10,943
Conversion of leases to notes receivable - 2,631,890 -
See notes to financial statements
19
20
TELECOMMUNICATIONS INCOME FUND X, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND NATURE OF OPERATIONS- Telecommunications Income Fund X,
L.P. (the "Partnership") was formed on April 20, 1993 under the Iowa
Limited Partnership Act. The general partner of the Partnership is
Berthel Fisher & Company Leasing, Inc. (the "General Partner"), an Iowa
corporation. During the offering period, which ended December 31, 1994,
the Partnership sold 90,470 partnership interests at a price per unit of
$250.
The Partnership operates in one segment. The Partnership's operations
are conducted throughout the United States. The Partnership primarily
acquired equipment for lease to third parties under a direct finance
arrangement. The lease agreements with individual customers were
generally in excess of $500,000 and certain agreements exceed 10% of the
Partnership's direct finance lease portfolio (see Note 3). The
Partnership ceased reinvestment in equipment and leases and began the
orderly liquidation of Partnership assets on January 1, 2000 as required
by the Partnership agreement. The Partnership must dissolve on December
31, 2002, or earlier, upon the occurrence of certain events (see Note
7).
BASIS OF PRESENTATION - The Partnership began the orderly liquidation of
Partnership assets in January 2000 as discussed above. As a result, on
December 31, 1999 the Partnership adopted the liquidation basis of
accounting. The statement of net assets as of December 31, 1999 and the
statement of changes in net assets as of December 31, 1999 have been
prepared on the liquidation basis. Accordingly, assets have been valued
at estimated net realizable value and liabilities include estimated
costs associated with carrying out the plan of liquidation.
The net adjustment as of December 31, 1999 required to convert from the
going concern (historical cost) basis to the liquidation basis of
accounting was a decrease in carrying value of $1,464,813, which is
included in the statement of changes in net assets as of December 31,
1999. Significant increases (decreases) in the carrying value of net
assets are summarized as follows:
Increase to reflect net realizable value of equity securities $ 162,328
Decrease to reflect net realizable value of net investment
in direct financing leases and notes receivable (1,077,141)
Record estimated liabilities associated with carrying
out the liquidation (550,000)
---------------
Net decrease in carrying value $ (1,464,813)
===============
The valuation of assets and liabilities necessarily requires many
estimates and assumptions and there are uncertainties in carrying out
the liquidation of the Partnership's net assets. The actual value of the
liquidating distributions will depend on a variety of factors, including
the actual timing of distributions to partners. The actual amounts are
likely to differ from the amounts presented in the financial statements.
20
21
The statement of net assets as of December 31, 1998 (going concern
basis) and the related statements (going concern basis) of operations
and comprehensive income (loss), changes in partners' equity and cash
flows for the years ended December 31, 1999, 1998 and 1997 have been
prepared using the historical cost (going concern) basis of accounting
on which the Partnership had previously reported its financial
condition, results of operations and cash flows.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ significantly from those estimated. Material
estimates that are particularly susceptible to significant change in the
near-term relate to the determination of the net realizable values of
the Partnership's assets and the reserve for estimated costs during the
period of liquidation.
Equity securities at December 31, 1999 represent common stock
investments in one company. A prospective buyer may require a
substantially greater illiquidity discount than currently estimated and
the operating results and prospects of that company may deteriorate.
These factors, among others, could have a material near-term impact on
the net realizable value of equity securities.
Most of the Partnership's leases and notes receivable are with customers
that are in the entrepreneurial stage and, therefore, are highly
leveraged and require financing in place of or to supplement financing
from banks. Although the Partnership attempts to mitigate its credit
risk through timely collection efforts, failure of the Partnership's
customers to make scheduled payments under their equipment leases and
notes receivable could have a material near-term impact on the net
realizable value of leases and notes receivable.
Realization of residual values depends on many factors, several of which
are not within the Partnership's control, including general market
conditions at the time of the original contract's expiration, whether
there has been unusual wear and tear on, or use of, the equipment, the
cost of comparable new equipment, the extent, if any, to which the
equipment has become technologically or economically obsolete during the
contract term and the effects of any additional or amended government
regulations. These factors, among others, could have a material
near-term impact on the net realizable value of leases.
CERTAIN RISK CONCENTRATIONS - The Partnership's portfolio of leases and
notes receivable are concentrated in pay telephones, office equipment,
and automated teller machines, representing approximately 52%, 9% and
20% at December 31, 1999 and 59%, 20% and 17% at December 31, 1998, of
the Partnership's direct finance lease portfolio.
Four customers account for approximately 69% of the Partnership's net
investment in direct financing leases and notes receivable portfolio at
December 31, 1999. One of these customers was past due in lease payments
at December 31, 1999 (see Note 4). Also, the Partnership's entire
investment in equity securities at December 31, 1999 (and substantially
all of December 31, 1998) represent securities of one of the past due
customers. This customer represents approximately 24% of the lease and
notes receivable portfolio at December 31, 1999.
RELATED PARTY TRANSACTIONS - In fulfilling its role as general partner,
Berthel Fisher & Company Leasing, Inc. enters into transactions with the
Partnership in the normal course of business. Further, the Partnership
also enters into transactions with affiliates of Berthel Fisher &
Company Leasing, Inc. These transactions are set forth in the notes that
follow. Management is of the opinion that these transactions are in
accordance with the terms of the Agreement of Limited Partnership.
CASH AND CASH EQUIVALENTS - The Partnership considers all highly liquid
investments with a maturity of three months or less when purchased to be
cash equivalents.
21
22
EQUITY SECURITIES - The Partnership's equity securities, which cannot be
sold within one year, due to restrictions as to sale in the public
market under rule 144 of the Securities & Exchange Commission, are
classified as not readily marketable. Such securities are valued at
December 31, 1999 at an estimated discount from the published market
price reflective of their illiquid nature and were carried at their cost
basis during 1999 prior to the adoption of the liquidation basis of
accounting.
Equity securities which can be sold in the public market within one year
are classified as available-for-sale. Available-for-sale securities are
carried at fair value, with unrealized gains and losses reported as a
separate component of partners' equity. Fair value is determined using
published market prices.
NET INVESTMENT IN DIRECT FINANCING LEASES - The Partnership's primary
activity consists of leasing telecommunications equipment under direct
financing leases generally over a period of three to five years. At the
time of closing a direct financing lease, the Partnership records the
gross lease contract receivable, the estimated unguaranteed residual
value and unearned lease income. The unearned lease income represents
the excess of the gross lease receivable plus the estimated unguaranteed
residual value over the cost of the equipment leased. In addition, the
Partnership capitalizes all initial direct costs associated with
originating the direct financing lease. The unearned income and initial
direct costs are amortized to income over the lease term so as to
produce a constant periodic rate-of-return on the net investment in the
lease. Lessees are responsible for all taxes, insurance and maintenance
costs.
The realization of the estimated unguaranteed residual value of leased
equipment depends on the value of the leased equipment at the end of the
lease term and is not a part of the contractual agreement with the
lessee. Estimated residual values are based on estimates of amounts
historically realized by the Partnership for similar equipment and are
periodically reviewed by management for possible impairment.
Direct financing leases are accounted for as operating leases for income
tax purposes.
NOTES RECEIVABLE - Notes receivable are carried at the principle balance
outstanding. Interest income on notes receivable is accrued based on the
principle amount outstanding.
ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES - The Partnership performed
credit evaluations prior to approval of a loan and lease. Subsequently,
the creditworthiness of the customer and the value of the underlying
assets are monitored on an ongoing basis. Under its lease agreements,
the Partnership retains legal ownership of the leased asset. The
Partnership maintains an allowance for possible loan and lease losses
which could arise should customers become unable to discharge their
obligations under the loan and lease agreements. The allowance for
possible loan and lease losses is maintained at a level deemed
appropriate by management to provide for known and inherent risks in the
loan and lease portfolio. The allowance is based upon a continuing
review of past loss experience, current economic conditions, delinquent
loans and leases, an estimate of potential loss exposure on significant
customers in adverse situations, and the underlying asset value. The
consideration of such future potential losses also includes an
evaluation for other than temporary declines in value of the underlying
assets. Loans and leases which are deemed uncollectible are charged off
and deducted from the allowance. The provision for possible loan and
lease losses and recoveries are added to the allowance.
NET REALIZABLE VALUE OF NET INVESTMENT IN DIRECT FINANCING LEASES AND
NOTES RECEIVABLE - Management, in arriving at the net realizable value
of the Partnership's net investment in direct financing leases and notes
receivable, considered the contractual repayment schedule, the estimated
duration of the liquidation period, the customer and industry
concentration risks, and interest rate levels, among other factors, in
arriving at a discount to apply to the portfolio at December 31, 1999 to
estimate its net realizable value.
22
23
EQUIPMENT - Equipment leased under operating leases was depreciated
using the straight-line method over the estimated useful lives of the
assets (five years) to the estimated residual value of the equipment at
the end of the lease term. Estimated residual values were based on
estimates of amounts historically realized by the Partnership for
similar equipment and were periodically reviewed by management for
possible impairment.
Equipment held for sale is stated at lower of cost or estimated fair
market value.
INTANGIBLES - Intangibles consisted of organization costs incurred with
the formation of the Partnership and financing costs incurred in
connection with borrowing agreements. Deferred organization expenses
were amortized over a five-year period. Deferred financing costs were
amortized over the life of the related debt, which was approximately
three years.
SALE OF DIRECT FINANCE LEASES - The Partnership at times sells direct
financing leases, on a limited recourse basis, to lenders in return for
a cash payment. In the case of default by the lessee, the lender has a
first lien on the underlying leased equipment. In the event the sale or
re-lease proceeds from the underlying equipment do not satisfy the
remaining lessee's obligation to the lender, the Partnership is
responsible for a predetermined amount of that obligation. When the sale
of direct finance leases occurs, proceeds from the sale, less the net
book value of direct finance leases sold and an estimated loss
allowance, are recorded as a component of gain on early termination of
leases.
TAX STATUS - Under present income tax laws, the Partnership is not
liable for income taxes, as each partner recognizes a proportionate
share of the Partnership income or loss in their income tax return.
Accordingly, no provision for income taxes is made in the financial
statements of the Partnership.
NET INCOME (LOSS) PER PARTNERSHIP UNIT - Net income (loss) per
partnership unit is based on the weighted average number of units
outstanding (including both general and limited partners' units).
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS - In June 1998, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes standards
for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as derivatives)
and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. The
recognition of gains or losses resulting from changes in the values of
derivatives is based on the use of each derivative instrument and
whether it qualifies for hedge accounting. In June 1999, the FASB issued
SFAS No. 137, which deferred the effective date of adoption of SFAS No.
133 for one year. The Partnership will adopt SFAS No. 133 in the first
quarter of calendar year 2001. The adoption of this standard is not
expected to have any material impact on the Partnership's changes in net
assets, net assets or cash flows.
RECLASSIFICATIONS - Certain amounts in the 1998 financial statements
have been reclassified to conform with the 1999 financial statement
presentation.
23
24
2. EQUITY SECURITIES
The Partnership's equity securities consist of the following at December
31, 1999 and 1998:
1999 1998
Available-for-sale equity securities:
Murdock Communications Corporation, 159,975 and
592,500 shares of common stock at December 31,
1999 and 1998, respectively $ 305,952 $ 1,446,700
Other - 5,246
---------- ------------
Total $ 305,952 $ 1,451,946
========== ============
Not readily marketable equity security - Murdock
Communications Corporation, 432,525 shares of
common stock $ 778,602 $ -
========== ============
Due to certain requirements under rule 144 of the Securities & Exchange
Commission, a portion of the Partnership's common shares held in Murdock
Communications Corporation became restricted beyond one year in 1999 and
were reclassified to a not readily marketable equity security.
The Partnership's gross changes in unrealized gain (loss) on
available-for-sale equity securities for the years ended December 31,
1999, 1998 and 1997 consists of the following:
1999 1998 1997
Unrealized holding gains during the year $ - $ 676,450 $ 10,943
Unrealized holding losses during the year (including
$48,602 related to reclassifying shares to
not readily marketable) (529,720) (135,642) -
Reclassification adjustment for loss included
in net income (loss) 173,261 - -
---------- ----------- ----------
Unrealized gain (loss) on available-for-sale
securities, net $ (356,459) $ 540,808 $ 10,943
========== =========== ==========
The cost and market value of available -for-sale equity securities
consists of the following at December 31, 1999 and 1998:
1999 1998
Cost $ 207,967 $ 943,511
Gross unrealized gains 151,976 676,450
Gross unrealized losses - (168,015)
---------- ------------
Market value 359,943 $ 1,451,946
Net realizable value adjustment (53,991) ============
----------
Net realizable value $ 305,952
==========
As of March 20, 2000, the value of Murdock Communications Corporation
common stock has declined by approximately 60%.
24
25
3. NET INVESTMENT IN DIRECT FINANCING LEASES AND NOTES RECEIVABLE
The Partnership's net investment in direct financing leases and notes
receivable consists of the following at December 31, 1999 and 1998:
1999 1998
Minimum lease payments receivable $ 12,223,103 $ 12,713,308
Estimated unguaranteed residual values 645,025 644,853
Unamortized initial direct costs 24,022 22,840
Unearned income (2,354,280) (2,704,320)
Notes receivable 1,773,820 798,333
Adjustment to net realizable value (1,659,648) -
------------ ------------
Net investment in direct financing leases and notes receivable $ 10,652,042 $ 11,475,014
============ ============
At December 31, 1999, contractual maturities under notes receivable,
future minimum payments to be received under the direct financing leases
and the estimated unguaranteed residuals to be realized at the
expiration of the direct financing leases are as follows:
NOTES MINIMUM ESTIMATED
RECEIVABLE LEASE UNGUARANTEED
CONTRACTUAL PAYMENTS RESIDUAL
MATURITIES RECEIVABLE VALUES
Years ending December 31:
2000 $ 475,443 $ 5,102,937 $ 103,684
2001 614,813 3,542,494 122,796
2002 328,548 2,552,338 58,627
2003 306,647 901,106 224,351
2004 48,369 124,228 135,567
------------- -------------- ----------
Total $ 1,773,820 $ 12,223,103 $ 645,025
============= ============== ==========
Additionally, the Partnership leases equipment to certain companies for
which the General Partner or its affiliates have an ownership interest
in, provide financing to, or provide investment advisory services for
such companies. The Partnership's net investment in direct financing
leases with these companies approximated $4,681,696 and $6,276,688 at
December 31, 1999 and 1998, respectively.
Five customers accounted for 10% or more of the amount of income from
direct financing leases during one or more of the years presented, as
follows:
1999 1998 1997
Customer A 20% 18% 9%
Customer B 21 4 -
Customer C - - 15
Customer D - - 15
Customer E 8 21 9
25
26
4. ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES
The changes in the allowance for possible loan and lease losses for the
years ended December 31, 1999, 1998 and 1997 are as follows:
1999 1998 1997
Balance at beginning of year $ 445,718 $ 3,855,618 $ 323,398
Provision 184,730 199,060 3,628,090
Charge-offs, net of recoveries (47,941) (3,608,960) (95,870)
---------- ------------ ------------
Balance at end of year $ 582,507 $ 445,718 $ 3,855,618
========== ============ ============
The allowance for possible loan and lease losses consisted of specific
allowances for leases and notes receivable of $380,807, $114,102 and
$3,319,159 and a general unallocated allowance of $201,700, $331,616 and
$536,459, respectively, at December 31, 1999, 1998 and 1997. The
allowance at December 31, 1999 is included in the net realizable value
adjustment discussed in Note 3.
Due to cash flow problems experienced during 1997 by a lessee of the
Partnership, North American Communications Group, Inc. ("NACG"), the
Partnership, in an attempt to protect the assets leased to NACG,
advanced funds to various entities to whom NACG owed money related to
the operation of such leased assets. In addition, the Partnership
assisted in arranging a management agreement between NACG and another
entity to attempt to improve NACG's cash flow generated by the leased
assets. In spite of the funds advanced by the Partnership and the
management agreement, the cash flow of NACG continued to deteriorate.
During the past several months, the General Partner actively solicited
bids from parties to purchase the assets associated with the Partnership
leases to NACG. Based on the value of similar assets and contract sites,
management believed the equipment leased to NACG had substantial value.
However, the offers received were not adequate to cover additional funds
which were required to be advanced to keep the equipment sites
operating. The General Partner, therefore, determined it was no longer
economically feasible to continue to advance funds on behalf of NACG,
discontinued doing so and informed all site operators of that decision.
As a result, the Partnership decided to provide for a specific allowance
of $3,319,159 at December 31, 1997 which was equal to the carrying value
of the leases and advances associated with NACG. Such leases and
advances were charged-off to the allowance for possible loan and lease
losses during 1998. The Partnership received $105,000 in the first
quarter of 1999 from the sale of assets recovered to date, and credited
this to the allowance for possible loan and lease losses.
In December 1998, the Partnership, Telecommunications Income Fund IX,
the General Partner, NACG and others filed a suit against Shelby County,
Tennessee ("County"). The suit alleges, among other things, damages for
wrongful termination of the pay phone contract between NACG and Shelby
County and racial discrimination by the County against NACG. The County
filed an answer and the initial discovery has been completed. Based on
the facts discovered, it was determined it was not economical to
continue to spend Partnership funds in an effort to obtain additional
information or to continue the lawsuit.
At December 31, 1999, the Partnership had three customers with payments
over 90 days past due. The Partnership's net investment in lease
contracts with these customers totaled $2,981,163. Two of the customers
are related through common ownership and their net investment in lease
contracts totaled $2,975,757. Management has provided a specific
allowance of $300,000 at December 31, 1999 related to these two
customers based on an analysis of the customers' repayment ability.
Management believes that the underlying collateral is adequate to
recover the Partnership's net investment for the remaining past due
customer.
26
27
5. EQUIPMENT HELD FOR SALE
In May 1995, the Partnership exercised its right to manage the assets
leased to Telecable/Continental due to nonpayment of lease receivables.
The remaining net equipment cost, which had been depreciated to $938,693
and relates to hotel satellite television equipment, was expected by
management to be recovered through the sale of the equipment. Such
equipment cost had been adjusted for an impairment loss of $621,000 in
1996, $205,693 in 1997 and $54,224 in 1998, to reflect management's
estimated fair market value of the equipment. The equipment was disposed
of in 1999 at no further loss to the Partnership.
6. BORROWING AGREEMENT
The Partnership has a line-of-credit agreement with a bank which bears
interest at a variable rate (1% over the prime rate) of 9.5%, 8.75% and
9.5% at December 31, 1999, 1998 and 1997, respectively. The agreement
was amended August 26, 1998 to extend the maturity date to June 30,
2000, reduce the borrowing amount to the lesser of $4.0 million or 40%
of Qualified Accounts, as defined in the agreement, and require minimum
monthly interest payments of $4,000 beginning in December 1998. The
agreement is cancellable by the lender after giving a 90-day notice and
is collateralized by substantially all assets of the Partnership. The
line-of-credit is guaranteed by the General Partner and certain
affiliates of the General Partner. The General Partner believes amounts
available under the line of credit are adequate for the foreseeable
future. The amount outstanding under this line-of-credit at December 31,
1999 and 1998 was $2,556,214 and $15,433, respectively.
7. LIMITED PARTNERSHIP AGREEMENT
The Partnership was formed pursuant to an Agreement of Limited
Partnership dated as of April 20, 1993 and amended August 12, 1993 (the
"Agreement"). The Agreement outlines capital contributions to be made by
the partners and the allocation of cash distributions, net income and
net loss to the partners. Capital contributions by the partners to the
partnership consist of the $10,000 contributed by the General Partner
and the amounts contributed by limited partners for the purchase of
their units.
Net income or net loss allocated to the limited partners will be
apportioned among them based on the number of limited partnership units
held and on the number of months within the respective year that such
units were held. Any share of Partnership net loss will first be
allocated to the limited partners to the extent of their positive
capital account balances. Any share of additional net loss will be
allocated to the General Partner. Any Partnership net income will first
be allocated to partners with negative capital accounts in proportion
to, and to the extent of, such negative capital accounts. Except as
provided below, any additional net income will then be allocated to the
General Partner and limited partners based on number of units held.
During liquidation of the Partnership, when cash distributions are to be
made 80% to the limited partners and 20% to the General Partner (see
below), net income will be allocated 80% to the limited partners and 20%
to the General Partner.
During the Partnership's operating phase, to the extent there is cash
available for distribution, cash distributions will be made on a monthly
basis in the following order of priority: first, to reimburse the
General Partner for administrative services it provides to the
Partnership, as further described in the Agreement (see Note 8); second,
to the limited partners up to amounts representing a 10.8% cumulative
annual return on their adjusted capital contribution (as defined); and,
third, to the General Partner, representing a monthly equipment
management fee of 5% of the gross rental payments received by the
Partnership (see Note 8). To the extent that cash is not available to
pay all or a portion of the equipment management fee pursuant to the
above priority distributions, such fee will accrue and accumulate. Any
remaining cash distributions after payment of the above (including
arrearages) will be paid, at the discretion of the General Partner, to
the limited partners.
27
28
During the Partnership's liquidation phase, cash available for
distribution will be distributed in the following order of priority:
first, for payment of the General Partner's administrative services
expense described above; second, to the limited partners for any
arrearage in their 10.8% cumulative priority return; third, to the
limited partners for 100% of their adjusted capital contributions;
fourth, to the limited partners, distributions totaling 10.8% annually,
noncompounded, on their adjusted capital contributions; fifth, to the
General Partner for any arrearage in its equipment management fee; and,
sixth, 80% to the limited partners and 20% to the General Partner
(provided, however, that the General Partner will not receive such
amounts unless the limited partners have received total distributions
equal to their capital contribution plus a 10.8% annualized return).
8. MANAGEMENT AND SERVICE AGREEMENTS
The Partnership pays an equipment management fee, equal to 5% of the
amount of gross rental payments received, to the General Partner. The
Partnership entered its liquidation phase in January 2000 and at that
time discontinued the fee. During the years ended December 31, 1999,
1998 and 1997, those management fees aggregated $217,147, $214,325 and
$353,109, respectively.
In addition, the General Partner is reimbursed for certain other costs
under an administrative services agreement. Amounts incurred by the
Partnership pursuant to this agreement amounted to $84,000 for each of
the years ended December 31, 1999, 1998 and 1997.
9. RECONCILIATION OF FINANCIAL AND INCOME TAX REPORTING BASIS
A reconciliation of net income (loss) for financial reporting purposes
with the related amount reported for income tax purposes for the years
ended December 31, 1999, 1998 and 1997 is as follows:
1999 1998 1997
---------------------------- ---------------------------- ----------------------------
Per Per Per
Amount Unit Amount Unit Amount Unit
Net income (loss) for
financial reporting
purposes $ 542,733 $ 6.08 $ 1,664,367 $ 18.54 $ (1,897,893) $ (21.11)
Adjustment to
convert direct
financing leases to
operating leases
for income tax
purposes 198,174 2.22 (931,343) (10.37) (587,372) (6.53)
Net change in
allowance for
possible loan and
lease losses 194,565 2.18 (3,409,900) (37.98) 3,532,220 39.29
Gain on lease
terminations (74,076) (.83) 673,200 7.49 (715,724) (7.96)
Impairment of
investment 173,261 1.94 - - - -
-------------- ---------- ------------- ---------- ------------ ------------
Net income (loss)
for income tax
reporting purposes $ 1,034,657 $ 11.59 $ (2,003,676) $ (22.32) $ 331,231 $ 3.69
============== ========== ============= ========== ============ ============
28
29
10. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value amounts disclosed below are based on estimates prepared
by management based on valuation methods appropriate in the
circumstances. Generally accepted accounting principles do not require
disclosure for lease contracts. The carrying amount for financial
instruments included among cash and cash equivalents, line-of-credit
agreement, and other short-term payables approximates their fair value
because of the short maturity of those instruments or the variable
interest rate feature of the instrument. Also, the Partnership's
available-for-sale securities are reported at market value. The
estimated fair value of other significant financial instruments are
based principally on discounted future cash flows at rates commensurate
with the credit and interest rate risk involved.
The estimated fair values of the Partnership's other significant
financial instruments are as follows at December 31, 1998:
1998
------------------------------
Carrying Fair
Amount Value
Notes receivable $ 798,333 $ 798,333
11. SUBSEQUENT EVENT
The Partnership paid off its line of credit in February 2000 with the
proceeds from various early lease terminations. The line of credit will
not be renewed as the Partnership entered its liquidation phase on
December 31, 1999.
* * * * *
29
30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS & EXECUTIVE OFFICERS OF THE REGISTRANT
A: The General Partner of the registrant:
Berthel Fisher & Company Leasing, Inc., an Iowa corporation.
B: Executive officers of the General Partner of the Registrant:
Thomas J. Berthel (age 48) - Mr. Berthel is the Chief Executive Officer and
Director of the General Partner, a position he has held since the General
Partner's inception in 1988. Mr. Berthel is also President and a Director of the
General Partner's parent, Berthel Fisher & Company, Inc. ("Berthel Fisher"),
which he founded in 1985, and Berthel Fisher's other subsidiaries, Berthel
Fisher & Company Financial Services, Inc.; Berthel Fisher & Company Management
Corp.; Berthel Fisher & Company Planning, Inc.; and one other corporation which
acts as general partner of a separate private program. He also serves as the
Chairman of the Board and Director of Amana Colonies Golf Course, Inc. Mr.
Berthel holds a bachelor's degree from St. Ambrose College in Davenport, Iowa
(1974). From 1974 to 1982, Mr. Berthel was President and majority shareholder of
Insurance Planning Services Corporation in Maquoketa, Iowa, which was engaged in
the operation of a securities and insurance business. Mr. Berthel holds a
Financial and Operation Principal license issued by the National Association of
Securities Dealers, Inc. Mr. Berthel is also a Certified Life Underwriter. Mr.
Berthel also serves as an individual general partner of the limited partnership
referred to above. Mr. Berthel received a MBA degree from the University of Iowa
in 1993.
Ronald O. Brendengen (age 45) - Mr. Brendengen is the Treasurer, Chief Operating
Officer, Chief Financial Officer, and a Director (1988 to present) of the
General Partner. He was elected to his current offices in October 1996. He
served as Treasurer and Chief Financial Officer since October 1996. He has also
served as Secretary (1994 - March, 1995), Treasurer (1988 - August 1995) and
Chief Financial Officer (1994 - August 1995) of the General Partner. He served
as Controller (1985-1993), Treasurer (1987-present), Chief Financial Officer,
Secretary and a Director (1987-present), and was also elected Chief Operating
Officer in January 1998, of Berthel Fisher & Company, the parent company of the
General Partner. Mr. Brendengen serves as the Treasurer, Chief Financial Officer
and a Director of Berthel Fisher & Company Planning, Inc., the trust advisor of
Berthel Growth & Income Trust I, a company required to file reports pursuant to
the Securities Exchange Act of 1934. He also serves in various offices and as a
Director of each subsidiary of Berthel Fisher & Company. Mr. Brendengen holds a
certified public accounting certificate and worked in public accounting during
1984 and 1985. From 1979 to 1984, Mr. Brendengen worked in various capacities
for Morris Plan and MorAmerica Financial Corp., Cedar Rapids, Iowa. Mr.
Brendengen attended the University of Iowa before receiving a bachelor's degree
in Accounting and Business Administration with a minor in Economics from Mt.
Mercy College, Cedar Rapids, Iowa, in 1978.
Nancy L. Lowenberg (age 41) - Ms. Lowenberg was Executive Vice President and
General Manager of the General Partner beginning January 2, 1997. From September
1986 to December 1996, Ms. Lowenberg was employed by Firstar Bank Iowa, N.A., in
Cedar Rapids. Since 1989, Ms. Lowenberg was Vice President Commercial Loans. As
Vice President Commercial Loans, she was relationship manager for 62 accounts
with approximately $70,000,000 of committed credit. She had responsibility for
credit quality, annual review and maintenance of existing accounts and business
development. From 1981-1986, Ms. Lowenberg was employed by Firstar Bank Systems.
Ms. Lowenberg received her Bachelor of Science Agricultural Business with a
minor in Finance in 1981 from Iowa State University, Ames, Iowa. Ms. Lowenberg
resigned from the General Partner effective February 9, 2000.
30
31
ITEM 11. EXECUTIVE COMPENSATION
Set forth is the information relating to all direct remuneration paid or accrued
by the Registrant during the last three years to the General Partner:
(A) (B) (C) (C1) (C2) (D)
Securities of
property
insurance Aggregate
benefits or of
Cash and Cash reimbursement contingent
Name of individual Year equivalent forms personal or forms of
and capacities served Ended of remuneration Fees benefits remuneration
- ---------------------------------------------------------------------------------------------------------------------
Berthel Fisher & Co. Leasing, Inc. 1999 $0 $301,147 $0 $0
(General Partner) 1998 $0 $298,325 $0 $0
1997 $0 $437,109 $0 $0
31
32
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person owns of record, or is known by the Registrant to own
beneficially, more than five percent of the Partnership Units.
(b) The General Partner of the Registrant owns Units of the Registrant set
forth in the following table.
(1) (2) (3) (4)
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP OF CLASS
- -------------- -------------------- -------------------- ---------
Units Berthel Fisher & Co. Forty (40) Units; 0.04%
Leasing, Inc. sole owner.
701 Tama Street
Marion, IA 52302
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related party transactions are described in Notes 3 and 8 of the notes to the
financial statements.
32
33
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
Page No.
Statements of Net Assets as of December 31, 1999 (Liquidation Basis)
and December 31, 1998 (Going Concern Basis) 15
Statement of Changes in Net Assets (Liquidation Basis) as of
December 31, 1999 (Initial Adoption of Liquidation Basis) 16
Statements of Operations and Comprehensive Income (Loss)
(Going Concern Basis) Years Ended December 31, 1999
1998, and 1997 17
Statements of Changes in Partners' Equity (Going Concern Basis)
Years Ended December 31, 1999, 1998, and 1997 18
Statements of Cash Flows (Going Concern Basis)
Years Ended December 31, 1999, 1998, and 1997 19
Notes to Financial Statements 20
2. Financial Statements Schedules
Information pursuant to Rule 12-09 (Schedule II) is included in the
financial statements and notes thereto.
3. Exhibits
3,4 Amended and Restated Agreement of Telecommunications
Income Fund X, L.P. currently in effect dated as of August 19, 1993(1)
27 Financial Data Schedule-filed electronically
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the fourth quarter of 1999.
- --------------------------------------------------------------------------------
(1) Incorporated herein by reference to Exhibit A in the
Partnership's registration statement on Form S-1, effective August
27, 1993
33
34
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.
TELECOMMUNICATIONS INCOME FUND X, L.P.
--------------------------------------
(REGISTRANT)
By Berthel Fisher & Company Leasing, Inc.
By: Thomas J. Berthel/s/ Date: March 24, 2000
--------------------------------------
Thomas J. Berthel
President
By Berthel Fisher & Company Leasing, Inc.
By: Ronald O. Brendengen/s/ Date: March 24, 2000
--------------------------------------
Ronald O. Brendengen
Chief Financial Officer, Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Thomas J. Berthel/s/ Date: March 24, 2000
- ------------------------------------------
Thomas J. Berthel
Chief Executive Officer
President, Director
Berthel Fisher & Company Leasing, Inc.
Corporate General Partner
Ronald O. Brendengen/s/ Date: March 24, 2000
- ------------------------------------------
Ronald O. Brendengen
Treasurer, Director
Berthel Fisher & Company Leasing, Inc.
Corporate General Partner
Daniel P. Wegmann/s/ Date: March 24, 2000
- ------------------------------------------
Daniel P. Wegmann
Controller
Berthel Fisher & Company Leasing, Inc.
Corporate General Partner
34
35
EXHIBIT INDEX
3,4 Amended and Restated Agreement of
Telecommunications Income Fund IX, L.P. currently in
effect dated as of August 12, 1991 (1)
- ------------------------------------------
(1) Incorporated herein by reference to Partnership Exhibit
A to the prospectus included in the Partnership's post
effective amendment No. 4 to Form S-1 registration
statement filed on December 22, 1992.
35