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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
Commission file number 33-98346C
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BERTHEL FISHER & COMPANY LEASING, INC.
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(Exact name of small business issuer as specified in its charter)
Iowa 42-1312639
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
701 Tama Street Marion, IA 52302
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(Address of principal executive offices)
(319) 447-5700
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 453,154 shares of Class A common
stock as of May 5, 2000
Transitional Small Business Disclosure Format (Check one): Yes No X
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BERTHEL FISHER & COMPANY LEASING, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheet - March 31, 2000 3
Statements of Operations and Comprehensive Income (Loss) -
three months ended March 31, 2000 and 1999 4
Statements of Cash Flows - three months ended March 31, 2000 and 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
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BERTHEL FISHER & COMPANY LEASING, INC.
BALANCE SHEET (UNAUDITED)
MARCH 31, 2000
ASSETS:
Cash and cash equivalents $ 237,305
Notes receivable 2,312,304
Net investment in direct financing leases (Note 2) 1,262,598
Allowance for possible loan and lease losses (Note 3) (499,929)
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Notes receivable and direct financing leases, net 3,074,973
Equipment under operating leases, less accumulated depreciation of $101,194 117,841
Due from affiliates 304,558
Receivable from parent under tax allocation agreement 979,807
Investments in:
Limited partnerships (Note 5) 31,763
Not readily marketable equity securities, at cost 657,695
Available-for-sale equity securities, at fair value 382,814
Furniture and equipment, less accumulated depreciation of $164,981 62,509
Deferred income taxes 183,146
Deferred costs, less accumulated amortization of $425,367 143,020
Other receivables 50,952
Other assets 27,109
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TOTAL $ 6,253,492
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LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY
LIABILITIES:
Trade accounts payable $ 74,282
Due to affiliates 110,155
Accrued expenses 50,284
Dividends payable 34,904
Lease security deposits 99,867
Notes payable (Note 4) 12,996
Subordinated notes payable (Note 4) 2,993,907
Subordinated debenture payable to parent (Note 4) 2,000,000
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Total liabilities 5,376,395
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COMMITMENTS AND CONTINGENCIES (NOTE 5)
REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK (NOTE 6) 738,982
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STOCKHOLDERS' EQUITY:
SeriesA preferred stock, no par value-authorized 125,000 shares, issued and
outstanding 125,000 shares ($1,750,000 liquidation
value, convertible into 109,375 shares of Class A common stock) (Note 7) 1,621,422
Class A common stock, no par value-authorized 1,000,000 shares,
issued and outstanding 453,154 shares 878,703
Common stock warrants 6,002
Accumulated deficit (2,352,084)
Unrealized loss on available-for-sale securities, net of tax effect (15,928)
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Total stockholders' equity 138,115
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TOTAL $ 6,253,492
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See accompanying notes.
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BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
March 31
2000 1999
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Revenues:
Income from direct financing leases $ 19,926 $ 51,807
Interest income 93,869 126,747
Management, administrative, and acquisition
fees from affiliates 207,540 198,516
Gain on early terminations 4,723 15,631
Other revenues 35,517 19,407
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Total revenues 361,575 412,108
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Expenses:
Employee compensation and benefits 107,542 80,618
Management fees to affiliates 66,000 60,000
Interest expense 129,523 148,452
Provision for possible loan and lease losses 9,405 5,764
Other expenses 137,351 183,837
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Total expenses 449,821 478,671
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Loss before income taxes (88,246) (66,563)
Income tax credit (30,858) (23,388)
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Net loss (57,388) (43,175)
Comprehensive income (loss):
Unrealized gain (loss) on available-for-
sale securities, net of tax (69,686) 349,788
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Comprehensive income (loss) $(127,074) $ 306,613
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LOSS PER COMMON SHARE CALCULATION:
Net loss (57,388) (43,175)
Dividends on convertible preferred stock (Note 7) (34,904) (34,520)
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Net loss attributable to Class A stock $ (92,292) $ (77,695)
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Basic $ (.20) $ (.17)
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Fully Diluted $ (.20) $ (.17)
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Weighted average common shares outstanding 453,154 452,529
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See accompanying notes.
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BERTHEL FISHER & COMPANY LEASING, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
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OPERATING ACTIVITIES
Net loss $ (57,388) $ (43,175)
Adjustments to reconcile to net cash from operating activities:
Gain on early termination of leases and notes (4,723) (15,631)
Dividend income received in form of common stock (359) -0-
Depreciation 23,231 19,309
Amortization 31,793 50,032
Provision for possible loan and lease losses 9,405 5,764
Changes in operating assets and liabilities:
Due from affiliates 217,725 (14,610)
Receivable from parent under tax allocation agreement (27,143) (30,099)
Other receivables (13,199) -0-
Other assets (7,990) 52,614
Outstanding checks in excess of bank balance -0- (424,053)
Trade accounts payable (27,107) (30,776)
Due to affiliates (5,329) 5,571
Accrued expenses (101,737) (13,027)
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Net cash from operating activities 37,179 (438,081)
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INVESTING ACTIVITIES
Purchases of equipment for direct financing leases (9,668) (62,362)
Repayments of direct financing leases 74,832 100,271
Repayments of notes receivable 101,814 128,555
Proceeds from sale or early termination of direct financing leases 10,113 85,723
Net lease security deposits paid (3,315) (3,595)
Purchases of furniture and equipment (2,000) (735)
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Net cash from investing activities 171,776 247,857
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FINANCING ACTIVITIES
Repayment of demand note payable to parent (175,000) (200,000)
Repayments of other borrowings (2,597) (8,086)
Dividends paid on Series A preferred stock (35,288) (35,288)
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Net cash from financing activities (212,885) (243,374)
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Net decrease in cash and cash equivalents (3,930) (433,598)
Cash and cash equivalents at beginning of period 241,235 697,072
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Cash and cash equivalents at end of period $ 237,305 $ 263,474
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 133,902 $ 149,088
Amortization of Class B nonvoting convertible stock issuance costs 2,006 2,006
Change in unrealized gain on security, net of tax effect (69,686) 349,788
See accompanying notes.
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BERTHEL FISHER & COMPANY LEASING, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. These financial statements should be read in conjunction with the
Company's annual report on Form 10-KSB filed with the Securities and Exchange
Commission for the year ended December 31, 1999.
Certain amounts in the 1999 financial statements have been reclassified to
conform with the 2000 financial statement presentation.
2. NET INVESTMENT IN DIRECT FINANCING LEASES
The Company's net investment in direct financing leases at March 31, 2000
consists of:
Minimum lease payments receivable $ 1,351,557
Estimated unguaranteed residual values 92,221
Unamortized initial direct costs 4,651
Unearned income (185,831)
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Net investment in direct financing leases $ 1,262,598
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3. ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES
The change in the allowance for possible loan and lease losses for the three
months ended March 31, 2000 is as follows:
Balance at December 31, 1999 $ 494,764
Provision 9,405
Recoveries 1,426
Charge-offs (5,666)
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Balance at March 31, 2000 $ 499,929
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4. CREDIT ARRANGEMENTS
Notes payable at March 31, 2000 consists of:
Installment loan agreement with a bank, 10.5%, maturing
in 2003 with subjective acceleration clauses,
collateralized by certain direct financing leases $ 12,996
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Notes payable $ 12,996
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Subordinated debt at March 31, 2000 consists of the following:
Uncollateralized subordinated debenture payable to
Parent, floating interest rate, maturing in 2005 $ 2,000,000
Uncollateralized subordinated notes payable, 9.5%
to 10%, maturing in 2001 and 2004 2,993,907
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Total subordinated debt $ 4,993,907
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5. COMMITMENTS AND CONTINGENCIES
The Company is the general partner in three limited partnerships,
Telecommunications Income Fund IX, L.P. ("TIF IX"), Telecommunications Income
Fund X, L.P. ("TIF X"), and Telecommunications Income Fund XI, L.P. ("TIF XI")
collectively referred to as the "TIFS". The Company is contingently liable for
all debts of TIF IX, X and XI as the general partner.
The Company has guaranteed amounts outstanding under a line-of-credit agreement
with a bank of TIF XI. The line-of-credit agreement allows TIF XI to borrow the
lesser of $4,400,000 or 32% of its qualified accounts, as defined in the
agreement. The balance outstanding under this line-of-credit was $412,980 at
March 31, 2000. The agreement matures on June 30, 2002, is cancelable by the
lender after giving a 90-day notice and is collateralized by substantially all
assets of TIF XI. The note is also guaranteed by the Company's Parent and a
principal stockholder of the Company's Parent.
The Company is also a guarantor for a line-of-credit agreement with a bank of
the Company's Parent. The line-of-credit is for $1,000,000 and bears interest at
1.5% above the prime rate. The balance on this line-of-credit was $763,184 at
March 31, 2000.
6. REDEEMABLE CLASS B NONVOTING CONVERTIBLE STOCK
The Company's Redeemable Class B nonvoting convertible stock carries a 12%
noncumulative dividend limited to 25% of the Company's income before taxes each
year, up to a maximum of $1.20 per share. The Class B nonvoting convertible is
convertible on a one-for-one basis up to a maximum of 20% of the Class A common
stock of the Company after conversion. The stock is redeemable at $10 per share
for a 30-day period after the tenth anniversary of the issuance date (April,
1990 to September, 1991) at the option of the holder. Shares which are not
redeemed during that time are automatically converted to Class A common stock on
a one-for-one basis.
The following summarizes the amounts pertaining to the Class B nonvoting
convertible stock as set forth in the balance sheets at March 31, 2000:
Class B nonvoting convertible stock (no par value-authorized
100,000 shares, issued and outstanding 74,500 shares) at
redemption or liquidation value $ 745,000
Unamortized stock issuance costs (6,018)
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$ 738,982
7. PREFERRED STOCK
Each share of the Series A preferred stock is entitled to cumulative annual
dividends of 8% payable, if as and when declared by the Board of Directors,
quarterly. Unpaid dividends will accumulate and be payable prior to the payment
of dividends on the Company's Class A common stock. The preferred stock is
redeemable at any time at the option of the Company, on not less than 30 days
written notice to registered holders. The redemption price shall be $14.28 per
share if redeemed during 2000, $14.14 per share if redeemed during 2001, and
$14.00 per share if redeemed thereafter, plus, in each case, accumulated unpaid
dividends. Unless previously redeemed by the Company, the holders of the
preferred stock are entitled at any time to convert each share into .875 shares
of Class A common stock. The preferred stock is not entitled to vote on any
matter except where the Iowa Corporation Act requires voting as a class, in
which case each share of stock shall be entitled to one vote per share on those
matters where the preferred stock is voting as a class. The preferred stock is
entitled to a preference on liquidation equal to $14.00 per share, plus
accumulated dividends.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues in the three months ended March 31, 2000 decreased $50,533
compared to the same period in 1999. Income from direct financing leases
decreased $31,881 and interest income decreased $32,878. This is primarily due
to the decrease in net investment of direct financing leases and notes
receivable, which totalled $4,769,947 at March 31, 1999 and $3,574,902 at March
31, 2000.
The Company receives management, administrative, and acquisition fees from the
TIFS. This revenue totalled $207,540 for the first quarter of 2000 compared to
$198,516 for the same period a year ago. The Company receives a monthly
administrative fee from each of the TIFS and for the first quarter of 2000 was
$10,000 for TIF IX, $21,000 for TIF X, and $36,000 for TIF XI. TIF X entered its
liquidation phase on December 31, 1999 and, therefore, the management fee from
TIF X, equal to $54,888 for the first quarter of 1999, was discontinued.
Currently, the Company receives a management fee equal to 2% of rental and note
payments for TIF XI, which was $74,617 for the first quarter of 2000. TIF XI
also pays the Company an equipment acquisition fee equal to 5% of the equipment
cost for new leases and notes receivable, which amounted to $65,923 in the first
quarter of 2000. TIF XI's offering period ended December 23, 1999, which may
result in a lower volume of new leases and notes receivable, and therefore,
lower acquisition fee income in future periods.
Total expenses decreased $28,850 in the first quarter of 2000 compared to the
same period of 1999. Interest expense decreased from $148,452 in 1999 to
$129,523 in 2000. General and administrative expenses decreased from $183,837 in
1999 to $137,351 in 2000 due to fewer leases and notes being originated by the
Company. Employee compensation and benefits increased $26,924 from the first
quarter of 1999 compared to the first quarter of 2000 as a result of commissions
paid for leases originated in TIF XI (for which the Company receives an
acquisition fee) and for leases financed by other leasing companies. When leases
are financed by other leasing companies, the Company serves as a broker, and
receives a commission from the other leasing company. The Company then pays a
commission to its salesperson out of the revenue received. Commission revenue
totalled $22,108 for the first quarter of 2000 and is included in other income.
The Company had a net loss for the first quarter of 2000 of $57,388, and a
comprehensive loss of $127,074, as a result of an unrealized loss on securities
available for sale of $69,686, net of the tax effect. The unrealized loss is due
to the decline in market value of common stock of Murdock Communications
Corporation ("Murdock"). Securities classified as available for sale include
147,274 common shares of Murdock and 43,631 common shares of HLM Design, Inc.
The Company also holds 398,185 common shares of Murdock as not readily
marketable, at cost, due to certain requirements under Rule 144 of the
Securities and Exchange Commission. The Company also has warrants to purchase
79,279 common shares of Murdock at an exercise price of $1.125 per share. At
March 31, 2000, the market price of Murdock was $1.06 per share. As of April 20,
2000, the price of Murdock had dropped approximately 40% to $.64 per share. The
net unrealized loss is shown on the income statement as other comprehensive
income and is taken directly to stockholders' equity on the balance sheet.
Securities held as available for sale are carried on the balance sheet at fair
market value.
As of March 31, 2000 there were nine customers with payments owed to the Company
which were over 90 days past due. When payments are past due more than 90 days,
the Company discontinues recognizing income on those customer contracts. The
total net investment on these contracts was $1,322,332 at March 31, 2000. One
customer has two contracts past due with a total net investment of $1,266,648 at
March 31, 2000. The Company also has a note receivable with an affiliate of the
past due
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customer mentioned previously with a principal balance remaining of $705,012 at
March 31, 2000. This note was not past due more than 90 days at March 31, 2000;
the last date a payment was received for this note was March 23, 2000.
Management will continue to monitor these contracts and take the necessary steps
to protect the Company's investment.
The Company's portfolio of leases and notes receivable are concentrated in
telecommunications equipment, home water treatment equipment, and computer
equipment, representing approximately 47%, 22%, and 18%, respectively, of the
portfolio at March 31, 2000. Two lessees account for approximately 55% of the
Company's lease and notes receivable portfolio at March 31, 2000. One of those
customers is past due over 90 days and has a total net investment of $1,266,648,
as mentioned above. This customer represents approximately 35% of the Company's
net investment in direct financing leases and notes receivable at March 31,
2000. The other customer, a related party to the past due customer above,
represents approximately 20% of the portfolio at March 31, 2000.
YEAR 2000 ISSUE
As of the date of this filing, the Company has encountered no problems relating
to the year 2000 issue. The Company is not aware of any year 2000 problems or
situations encountered by its customers, vendors, affiliates, or others.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon debt financing to originate its leases and
notes receivable. Management is currently attempting to establish a line of
credit with a financial institution.
The Company had a note payable to the Parent, bearing interest at 10.5%, payable
on demand. At December 31, 1999, the balance on this note payable was $175,000.
The Company paid off this note payable in March 2000. The Company had a note
receivable from TIF X for $300,000 at December 31, 1999, which was paid in full
in February, 2000, plus accrued interest.
From time to time the Company will consolidate a portion of its lease portfolio
to be used as collateral for fixed rate and fixed term loans. The Company
determines the average maturity of the consolidated leases and obtains fixed
rate and fixed term loans using the consolidated leases as collateral. The term
and interest rate of the financing offered by banks financing this collateral is
matched to the average maturity of the leases. Utilizing this type of financing
allows the Company to establish a spread between the financing interest rate and
the rates of return on a certain portfolio of leases. This type of financing
permits the Company to plan for a specific return on a portion of its lease
portfolio. At March 31, 2000, the Company had outstanding borrowings of $12,996
from various banks in fixed rate loan transactions.
OUTLOOK
This Section and other portions of this Quarterly Report on Form 10-QSB contain
statements relating to future results of the Company that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties. These risks and uncertainties include, but are not
limited to, changes in economic conditions, changes in interest rates,
availability of lease business to the Company, changes in personnel, regulation
of the telecommunications industry, and the success or failure of the Company's
customers as well as other risks and uncertainties. The Company does not
undertake, and specifically disclaims, any obligation to update any
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.
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The business of the Company is dependent upon being able to continue originating
leases, both for its own portfolio and for the portfolios of third party
entities, such as TIF XI. If the Company cannot continue to originate leases,
the Company will not be able to grow, either through the expansion of its
portfolio of leases or by deriving revenue from originating and managing leases
for other entities. The successful completion of the Company's business plan is
dependent upon having sufficient funds available to enable the Company to
continue to originate leases. Sources for obtaining capital include the sale of
existing leases owned by the Company, obtaining new capital from the Company's
Parent, and obtaining a line of credit agreement. Such alternative capital may
not be available depending upon a variety of factors, including without
limitation the possibility that purchasers of leases cannot be found, interest
rates increase, the Company's Parent has no funds available to it, the Company
is unable to secure a line of credit, or the Company fails to operate
effectively. Management anticipates that cash flows from operations and
financing from the Company's parent will be adequate to satisfy the Company's
minimum capital requirements for the next twelve months, including funding, if
necessary, approximately $670,000 of redeemable Class B nonvoting convertible
stock that is subject to redemption in 2000.
Management's plans for future profitability anticipate the need for the
sponsorship of another public limited partnership. The Company may register
interests in a new limited partnership, possibly within the next twelve months,
and would serve as the general partner. The partnership interests are intended
to be offered publicly and registered under the Securities Act of 1933. Upon the
successful offering of the partnership interests, the Company would generate
revenue from management and acquisition fees. No assurance can be provided that
the offering of limited partnership interests will be approved by the Securities
and Exchange Commission, that the Company would be successful in offering these
partnership units to the public, or that the Company would be profitable upon
completion of the offering.
The Company is currently exploring various means of refinancing the debt
structure of its balance sheet. Alternatives may include, but are not limited
to, conversion of the Company's subordinated debt to its parent to equity, or
the possibility of the parent becoming a public company with the intent of
raising additional capital and contributing a portion of the funds raised to the
Company. If the parent is successful in raising additional capital, the Company
would likely reduce debt from the proceeds received. No assurance can be
provided that the Company, or its parent, will be successful in their attempts
to raise additional funds or reduce debt.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Telcom Management Systems filed a suit against the Company, TIF IX, and others
in Federal Court in Dallas, Texas during February 1998. The plaintiffs purchased
equipment from TIF IX out of a bankruptcy for approximately $450,000. They
alleged that when they attempted to sell the equipment at a later date, TIF IX
had not provided good title. The Company filed a Motion for Summary Judgement,
which is still pending. After filing the suit, the plaintiff transferred assets
in lieu of bankruptcy. The bankruptcy trustee is now reviewing the transfer to
determine if the transfer was done in fraud of creditors. The bankruptcy court
has granted several extensions and the litigation is on hold until the trustee
makes a decision, then the Motion for Summary Judgement must be responded to. No
loss, if any, has been recorded in the financial statements with respect to this
matter.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits - None
b. No reports on Form 8-K were filed for the quarter ended March 31,
2000.
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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.
BERTHEL FISHER & COMPANY LEASING, INC.
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(Registrant)
Date: May 5, 2000 /s/ Ronald O. Brendengen
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Ronald O. Brendengen, Chief Financial
Officer, Treasurer
Date: May 5, 2000 /s/ Daniel P. Wegmann
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Daniel P. Wegmann, Controller
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