1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1997 Commission File Number 33-40091 TELECOMMUNICATIONS INCOME FUND IX, L.P. --------------------------------------- (Exact name of Registrant as specified in its charter) Iowa 42-1367356 ---- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Second Street S.E., Cedar Rapids, Iowa 52401 -------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (319) 365-2506 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interest (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 filings requirements for the past 90 days. Yes X No ---- ----- As of April 30, 1997, 67,902 Units were issued and outstanding. Based on the original sales price of $250 per Unit, the aggregate market value at April 30, 1997 was $16,975,500. 2 TELECOMMUNICATIONS INCOME FUND IX, LP. INDEX Part I. FINANCIAL INFORMATION - ------- --------------------- Item 1. Financial Statements (unaudited). Balance Sheets - March 31, 1997 and December 31, 1996. Statements of Income - three months ended March 31, 1997 and three months ended March 31, 1996. Statement of Changes in Partners' Equity - three months ended March 31, 1997 Statements of Cash Flows - three months ended March 31, 1997 and three months ended March 31, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Signatures 2 3 TELECOMMUNICATIONS INCOME FUND IX, L.P. BALANCE SHEETS (UNAUDITED) March 31 December 31 1997 1996 ------------- ------------- ASSETS Cash and cash equivalents $ 161,783 $ 497,144 Available-for-sale security 62,676 60,310 Net investment in direct financing leases (Note B) 14,102,658 13,575,298 Allowance for possible lease losses (285,298) (244,814) ----------- ----------- Direct financing leases net 13,817,360 13,330,484 Equipment leased under operating leases, less accumulated depreciation of $238,021 at March 31, 1997 and $23,144 at December 31, 1996 1,237,397 1,307,948 Equipment held for sale 153,632 164,487 Intangibles 6,577 7,615 Other assets 250,245 274,191 ---------- ---------- TOTAL ASSETS $15,689,670 $15,642,179 =========== =========== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Line of credit agreement (Note C) $1,430,038 $1,060,490 Trade accounts payable 697 4,059 Due to affiliates 22,404 47,719 Accrued expenses and other liabilities 38,597 61,352 Lease security deposits 442,528 439,033 Note payable (Note C) 743,243 845,149 ---------- ---------- Total Liabilities 2,677,507 2,457,802 PARTNERS' EQUITY, 100,000 units authorized General partner, 40 units issued and outstanding 11,729 11,832 Limited partners: 67,862 units issued and outstanding 13,018,172 13,192,649 Unrealized loss on available-for-sale security (17,738) (20,104) ----------- ----------- Total partners' equity 13,012,163 13,184,377 ----------- ----------- TOTAL LIABILITIES & PARTNERS' EQUITY $15,689,670 $15,642,179 =========== =========== See accompanying notes. 3 4 TELECOMMUNICATIONS INCOME FUND IX, L.P. STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 31, 1997 March 31, 1996 -------------- -------------- Income: Lease income $588,355 $703,892 Interest income 1,484 -0- Gain on lease terminations 12,130 25,039 Other 1,262 28,774 --------- --------- Total Income 603,231 757,705 Expenses: Management fees 77,235 76,882 Administrative services 23,867 18,354 Interest 43,165 124,648 Professional fees 2,931 36,118 Provision for possible losses 31,659 (69,578) Depreciation 77,405 75,271 Other 12,284 20,023 --------- --------- Total expenses 268,546 281,718 --------- --------- Net income $334,685 $475,987 ========= ========= Net income per partnership unit $ 4.93 $ 7.00 Weighted average Partnership units outstanding 67,902 68,007 See accompanying notes. 4 5 TELECOMMUNICATIONS INCOME FUND IX, LP. STATEMENT OF CHANGES IN PARTNERS' EQUITY (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1997 Unrealized Loss on General Limited Partners Available- Total Partner ------------------ for-Sale Partners' (40 Units) Units Amount Security Equity ---------- -------- ----------- ----------- ----------- Balance at December 31, 1996 $11,832 67,862 $13,192,649 $(20,104) $13,184,377 Change in unrealized loss on available-for-sale security --- --- --- 2,366 2,366 Distributions (300) --- (508,965) --- (509,265) Net income 197 --- 334,488 --- 334,685 ------- ------ ----------- --------- ----------- Balance at March 31, 1997 $11,729 67,862 $13,018,172 $(17,738) $13,012,163 ======= ====== =========== ========= =========== See accompanying notes. 5 6 TELECOMMUNICATIONS INCOME FUND IX, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, 1997 March 31, 1996 -------------- -------------- OPERATING ACTIVITIES Net income for period $ 334,685 $ 475,987 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred organization costs 1,038 441 Provision for possible losses 31,659 (69,578) Depreciation 77,405 75,271 Gain on lease terminations (12,130) (25,039) Changes in operating assets and liabilities: (Increase) decrease in other assets 23,946 (16,178) Decrease in trade accounts payable excluding equipment purchase cost accrued (3,362) 49,429 Increase (decrease) in due to affiliates (25,315) (96,765) Increase (decrease) in accrued expenses (22,755) (45,992) ----------- ----------- Net cash provided by operating activities 405,171 347,576 INVESTING ACTIVITIES Acquisitions of, and purchases of equipment for direct financing leases (1,739,542) (1,491,424) Purchase of equipment for an operating lease -0- (9,802) Repayments of direct financing leases 986,154 849,060 Proceeds from sale of direct financing leases 250,984 1,243,190 Issuance of notes receivable -0- (94,048) Repayments of notes receivable -0- 4,229 Security deposits collected 3,495 15,863 ----------- ----------- Net cash used in investing activities (498,909) 517,068 FINANCING ACTIVITIES Distributions paid to partners (509,265) (510,053) Repayment of note payable (101,906) (92,753) Net (payments on) proceeds from line-of- credit borrowings 369,548 (297,244) ----------- ----------- Net cash used by financing activities (241,623) (900,050) ----------- ----------- Net decrease in cash and cash equivalents (335,361) (35,406) Cash and cash equivalents at beginning of period 497,144 161,866 ----------- ----------- Cash and cash equivalents at end of period $ 161,783 $ 126,460 =========== =========== Supplemental Disclosures Cash paid during the period for interest $ 55,447 $ 124,335 See accompanying notes 6 7 TELECOMMUNICATIONS INCOME FUND IX, L.P. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 1997 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. NOTE B -- NET INVESTMENT IN DIRECT FINANCING LEASES Components of the net investment in direct financing leases are as follows: March 31, 1997 December 31, 1996 --------------- ----------------- Lease payments receivable $16,344,349 $15,905,074 Estimated unguaranteed residual values of leased equipment 1,706,014 1,740,217 Unearned lease income (3,963,830) (4,077,214) Unamortized initial direct costs 16,125 7,221 ------------ ------------ Net investment in direct financing leases $14,102,658 $13,575,298 ============ =========== NOTE C --CREDIT ARRANGEMENTS The Partnership has a line-of-credit agreement with a bank that allows the Partnership to borrow the lesser of $6.25 million, or 32% of the Partnership's Qualified Accounts, as defined in the agreement. The line-of-credit expires November 30, 1997 and carries interest at 1% over prime (9.50% at March 31, 1997). The agreement carries a minimum interest charge of $7,500 per month. The agreement is cancelable by the lender after giving a 90-day notice and is secured by substantially all assets of the Partnership. This line-of-credit is guaranteed by the General Partner and certain affiliates of the General Partner. The Partnership also has an installment loan agreement which bears interest at 8.91% and is due in monthly installments through November, 1998. The agreement is collateralized by certain direct financing leases and a second interest in all other Partnership assets. The agreement is also guaranteed by the General Partner. Covenants under the agreement require the Partnership, among other things, to be profitable, not exceed 40% debt to original equity raised ratio, and not sell a material portion of its assets. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - --------------------- Three Months Ended March 31 1997 1996 -------------- -------------- Description: ------------ Investment in direct financing leases $14,102,658 $16,909,652 Lease income 588,355 703,892 Management fees 77,235 76,882 Interest expense 43,165 124,648 Provision for possible losses 31,659 (69,578) Lease income decreased in the first three months of 1997 as compared to the same period in 1996 due to the decrease in the Partnership's net investment in direct financing leases in 1997. Lease income will decline as the lease portfolio matures and the Partnership nears its liquidation. The Partnership is currently in it's fifth year of operations and the liquidation phase must begin no later than April 30, 1998. Initial leases are expiring and the amount of equipment being sold will increase. As a result, the size of the Partnership lease portfolio and the amount of lease income will decline. Management fees are paid to the General Partner and represent 5% of the gross rental payments received. Rental payments increased from $1,537,646 in the three months ended March 31, 1996 to $1,544,700 for the three months ended March 31, 1997. The decrease in interest expense is a result of the Partnership borrowing less funds to acquire equipment for investment in direct financing leases. The Partnership accrued a $31,659 provision for possible losses for the three months ended March 31, 1997. For the period ended March 31, 1996, an adjustment was made to reduce the loss reserve to equal 1.5 percent of leases and equipment under operating lease. This adjustment of $111,404 resulted in the total expense provision for the quarter ended March 31, 1996 to be a negative $69,578. It is the Partnership's intent to accrue a 1.5% reserve expense based on equipment recorded as an investment in financing leases. However, if a lease is determined to be non-performing, an additional specific reserve may be accrued for the troubled lease. At March 31, 1997, the allowance for possible lease losses was comprised of a general reserve of $276,473 and a specific reserve of $8,825 for United Tele-Systems. The specific reserve of $8,825 was established to cover anticipated legal costs associated with the sale of the United Tele-Systems equipment. Lease payments receivable of 31 or more days past due amounted to $72,162 at March 31, 1997. This represents .44% of the Partnership's lease payments receivable. While these leases are identified as requiring additional monitoring, they do not necessarily represent non-performing assets. 8 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED). LIQUIDITY AND CAPITAL RESOURCES Three Months Ended Three Months Ended March 31, 1997 March 31, 1996 - ----------------------------------------------------------------------------------------------- Major Cash Sources: Principal portion of lease payments received $ 986,154 $ 849,060 Proceeds received on sale of leases 250,984 1,243,190 Net proceeds from debt -0- 389,997 Major Cash Uses: Purchase of equipment and leases 1,739,542 1,491,424 Net payments on debt 267,642 -0- Distributions to partners 509,265 510,053 ============================================================================================ The Partnership increased the amount owed on a $6.25 million line-of-credit agreement by $369,548 in the three month period ended March 31, 1997, leaving an outstanding balance at March 31, 1997 of $1,430,038. This left $4,819,962 available to borrow under this agreement at March 31, 1997. In August, 1995, the Partnership borrowed $1,350,000 from a bank under terms of a long-term note payable for purposes of investing in additional leases. The balance due on this note payable at March 31, 1997 was $743,243. This note payable requires monthly payments of $39,996 through its maturity on November 30, 1998. The credit agreement establishing the line of credit contains various covenants which the Partnership was in compliance with at March 31, 1997. Management expects to renew the line of credit with the lender when it becomes due in November 1997. At the present time the Partnership has not encountered any significant competition thus enabling the Partnership to obtain its desired lease rates. The Partnership is required to establish working capital reserves of no less than 1% of the gross proceeds to satisfy general liquidity requirements, operating costs for equipment, and the maintenance and refurbishment of equipment. At March 31, 1997 that working capital reserve, as defined, would be $170,018. Actual cash on hand at period end March 31, 1997 was $161,783. The actual cash on hand at March 31, 1997 was below the required level, however, the Partnership has funds readily available from the line of credit agreement. Equipment purchases for investment in direct financing leases has increased from the corresponding period of one year ago due to the demand for equipment financing. Equipment purchases are funded through available excess operating cash and borrowed funds. At March 31, 1997 adequate cash is being generated to make projected distributions. 9 10 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. TELECOMMUNICATIONS INCOME FUND IX, L.P. (Registrant) Date__________ Ronald O. Brendengen/s/ ------------------------------------------------------- Ronald O. Brendengen, Chief Financial Officer, Treasurer Date__________ Daniel P. Wegmann/s/ -------------------------------------------------------- Daniel P. Wegmann, Controller 10