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 June 30, 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 July 31, 1997, 67,879 Units were issued and outstanding. Based on the original sales price of $250 per Unit, the aggregate market value at July 31, 1997 was $16,969,750. 2 2 TELECOMMUNICATIONS INCOME FUND IX, L.P. INDEX PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements (unaudited). Balance sheets - June 30, 1997 and December 31, 1996. Statements of income - three months ended June 30, 1997 and three months ended June 30, 1996. Six months ended June 30, 1997 and six months ended June 30, 1996. Statement of changes in partners' equity - six months ended June 30, 1997. Statements of cash flows - six months ended June 30, 1997 and six months ended June 30, 1996. ITEM 2. Management's discussion and analysis of financial condition and results of operations. SIGNATURES 3 3 TELECOMMUNICATIONS INCOME FUND IX, L.P. BALANCE SHEETS (UNAUDITED) June 30, 1997 December 31, 1996 ----------------------- ----------------- ASSETS Cash and cash equivalents $ 66,807 $ 497,144 Available-for-sale security 66,780 60,310 Net investment in direct financing leases (Note B) 14,085,553 13,575,298 Allowance for possible lease losses (292,563) (244,814) -------------- ------------ Direct financing leases net 13,792,990 13,330,484 Equipment leased under operating leases, less accumulated depreciation of $130,800 at June 30, 1997 and $23,144 at December 31, 1996 1,171,997 1,307,948 Equipment held for sale 141,884 164,487 Intangibles 5,539 7,615 Other assets 236,361 274,191 -------------- ------------ TOTAL ASSETS $15,482,358 $15,642,179 ============== ============ LIABILITIES AND PARTNERS' EQUITY LIABILITIES Line of credit agreement (Note C) $ 1,483,132 $ 1,060,490 Trade accounts payable 32,950 4,059 Due to affiliates 29,514 47,719 Accrued expenses and other liabilities 12,822 61,352 Lease security deposits 473,160 439,033 Note payable (Note C) 641,160 845,149 -------------- ------------ Total Liabilities 2,672,738 2,457,802 PARTNERS' EQUITY, 100,000 units authorized General partner, 40 units issued and outstanding 11,610 11,832 Limited partners: 67,839 units issued and outstanding 12,811,069 13,192,649 Gain on redemption of units 575 -0- Unrealized loss on available-for-sale security (13,634) (20,104) -------------- ------------ Total partners' equity 12,809,620 13,184,377 -------------- ------------ TOTAL LIABILITIES & PARTNERS' EQUITY $15,482,358 $15,642,179 ============== ============ See accompanying notes. 4 4 TELECOMMUNICATIONS INCOME FUND IX, L.P. STATEMENTS OF INCOME (UNAUDITED) Three Months Ended June 30, 1997 June 30, 1996 ------------- ------------- INCOME: Lease income $ 591,120 $ 654,400 Interest income 1,666 43,903 Gain on lease terminations 6,392 14,036 Other 4,900 12,468 ---------- ---------- Total Income 604,078 724,807 ---------- ---------- EXPENSES: Management fees 71,102 79,326 Administrative services 21,955 18,086 Interest 52,761 118,839 Professional fees 38,200 38,697 Provision for possible losses (Note B) 7,264 178,377 Depreciation 77,149 78,608 Other 27,911 22,547 ---------- ---------- Total expenses 296,342 534,480 ---------- ---------- Net income $ 307,736 $ 190,327 ========== ========== Net income per partnership unit $ 4.53 $ 2.80 ========== ========== Weighted average partnership units outstanding 67,894 68,007 See accompanying notes. 5 5 TELECOMMUNICATIONS INCOME FUND IX, L.P. STATEMENTS OF INCOME (UNAUDITED) Six Months Ended June 30, 1997 June 30, 1996 INCOME: Lease income $ 1,179,475 $ 1,358,292 Interest income 3,150 43,903 Gain on lease terminations 18,522 39,703 Other 6,162 40,614 ----------- ----------- Total Income 1,207,309 1,482,512 ----------- ----------- EXPENSES: Management fees 148,337 156,208 Administrative services 45,822 36,440 Interest 95,926 243,487 Professional fees 41,131 74,815 Provision for possible losses (Note B) 38,923 108,799 Depreciation 154,554 153,879 Other 40,195 42,570 ----------- ----------- Total expenses 564,888 816,198 ----------- ----------- Net income $ 642,421 $ 666,314 =========== =========== Net income per partnership unit $ 9.46 $ 9.80 =========== =========== Weighted average partnership units outstanding 67,898 68,007 See accompanying notes. 6 6 TELECOMMUNICATIONS INCOME FUND IX, L.P. STATEMENT OF CHANGES IN PARTNERS' EQUITY SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) Unrealized (Gain) Loss General Gain on on Available Partner Limited Partners Redeemed for-Sale Partners' (40 Units) Units Amount Units 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 Change in unrealized loss on available-for-sale security --- --- --- --- 4,104 4,104 Distributions (300) --- (508,908) --- --- (509,208) Redeemed Units --- (23) (5,750) --- --- (5,750) Gain on redeemed units --- --- --- 575 --- 575 Net income 2nd quarter 1997 181 --- 307,555 --- --- 307,736 ---------------------------------------------------------------------------- Balance at June 30, 1997 $11,610 67,839 $12,811,069 $575 $(13,634) $12,809,620 ============================================================================ See accompanying notes. 7 7 TELECOMMUNICATIONS INCOME FUND IX, L.P. STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1997 June 30, 1996 ------------- ------------- OPERATING ACTIVITIES Net income $ 642,421 $ 666,314 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of deferred organization costs 2,076 2,647 Provision for possible losses 38,923 108,799 Depreciation 154,554 153,879 Gain on lease terminations (18,522) (39,072) Changes in operating assets and liabilities: Decrease in other assets 37,830 159,816 Increase in outstanding checks in excess of cash -0- 285,788 Increase in trade accounts payable excluding equipment purchase cost accrued 28,891 1,456 Decrease in due to affiliates (18,205) (201,910) Decrease in accrued expenses 48,530) (41,397) ---------- ----------- Net cash provided by operating activities 819,438 1,096,320 INVESTING ACTIVITIES Acquisitions of, and purchases of equipment for direct financing leases (2,594,844) (4,123,929) Purchase of equipment for an operating lease -0- (9,802) Repayments of direct financing leases 1,114,831 1,666,069 Proceeds from sale of direct financing leases 491,844 1,905,154 Advances on notes receivable -0- (171,908) Net security deposits collected (repaid) 34,127 (13,559) ---------- ----------- Net cash used in investing activities (954,045) (747,975) FINANCING ACTIVITIES Distributions paid to partners (509,208) (1,020,106) Redemption of partnership units (5,175) -0- Repayment of note payable (203,989) (187,812) Net proceeds from line-of-credit borrowings 422,642 697,707 ---------- ----------- Net cash used by financing activities (295,730) (510,211) T ---------- ----------- Net decrease in cash and cash equivalents (430,337) (161,866) Cash and cash equivalents at beginning of period 497,144 161,866 ---------- ----------- Cash and cash equivalents at end of period $ 66,807 $ -0- ========== =========== SUPPLEMENTAL DISCLOSURES Cash paid during the period for interest $ 104,576 $ 237,074 Non-cash activities: Direct financing lease restructured as a note receivable -0- 1,370,346 Repossession of equipment formerly under lease -0- 200,209 Reclassification of direct financing lease to other receivable -0- 350,000 Forfeiture of security deposit upon write-off of lease -0- 32,585 See accompanying notes. 8 8 TELECOMMUNICATIONS INCOME FUND IX, L.P. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 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 six months ended June 30, 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: June 30, 1997 December 31, 1996 ------------- ----------------- Lease payments receivable $ 16,001,152 $ 15,905,074 Estimated unguaranteed residual values of leased equipment 1,732,663 1,740,217 Unearned lease income (3,676,378) (4,077,214) Unamortized initial direct costs 28,116 7,221 Allowance for possible losses (292,563) (244,814) ------------ ------------ Net investment in direct financing leases $ 13,792,990 $ 13,330,484 ============ ============ 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 June 30, 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. 9 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Months Ended June 30 Six Months Ended June 30 - --------------------- -------------------------- ------------------------ 1 9 9 7 1 9 9 6 1 9 9 7 1 9 9 6 ------- ------- ------- ------- Description: Lease income $ 591,120 $ 654,400 $1,179,475 $1,358,292 Management fees 71,102 79,326 148,337 156,208 Interest expense 52,761 118,839 95,926 243,487 Professional Fees 38,200 38,697 41,131 74,815 Provision for possible losses 7,264 178,377 38,923 108,799 Depreciation 77,149 78,608 154,554 153,879 Lease income for the six months ended June 30, 1997 remained relatively consistent with the same period in 1996 as the Partnership's net investment in leases has also remained stable. Lease income will, however, 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 re-marketed (i.e. re-leased, renewed or 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 decreased from $3,124,160 in the six months ended June 30, 1996 to $2,966,740 for the six months ended June 30, 1997. These decreases are attributable to the early terminations of leases as well as the termination of fully mature leases. The Partnership has reinvested the cash received on these pay-offs, which occurred periodically over the six months. The decrease in interest expense is a result of the Partnership borrowing less funds to acquire equipment for investment in direct financing leases. In addition, the Partnership has used the proceeds of lease terminations to reduce the balance of its line of credit. Currently the Partnership provides for possible lease losses at a rate of 1.5% of equipment purchased for investment in leases. This amounts to $38,923 for the six months ended June 30, 1997. As discussed in previous reports, the Partnership realized losses of $124,233 on leases associated with Value Added Communications as of June 30, 1996. For the period ended June 30, 1996, an adjustment was also made to reduce the loss reserve to 1.5% of leases and equipment under operating lease. This adjustment, plus the specific charge for Value Added Communications, resulted in the $108,799 expense provision. At June 30, 1997, the allowance for possible lease losses was comprised of a general reserve of $283,738 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 $205,729 at June 30, 1997. This represents 1.29% of the Partnership's lease payments receivable. 10 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES Six Months Ended June 30, 1997 June 30, 1996 - ------------------------------------------------------------------------------------------------------------------------------ Major Cash Sources: - ------------------- Principal portion of lease payments received $ 1,114,831 $ 1,666,069 Proceeds received on sale of leases 491,841 1,905,154 Net proceeds from debt 218,653 509,895 Major Cash Uses: - ---------------- Purchase of equipment and leases 2,594,844 4,123,929 Distributions to partners 1,018,473 1,020,106 - ------------------------------------------------------------------------------------------------------------------------------ The Partnership increased the amount owed on a $6.25 million line-of-credit agreement by $422,642 in the six month period ended June 30, 1997, leaving an outstanding balance at June 30, 1997 of $1,483,132. 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 June 30, 1997 was $641,160. This note payable requires monthly payments of $39,996 through its maturity on November 30, 1998. The Partnership's line of credit agreement is cancelable by the lender after giving a 90-day notice. The agreement matures in November 1997. The Partnership has entered into preliminary discussions with the lender and anticipates renewing the agreement for a yet to be determined term. 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 June 30, 1997 that working capital reserve, as defined, would be $170,018. The Partnership has these funds readily available under its line-of-credit. Equipment purchases for investment in direct financing leases has declined. As the Partnership approaches the liquidation phase of its life, less equipment will be purchased for investment in leases. All net proceeds from the sale of Partnership units have been used to acquire equipment. Equipment purchases are now funded through available excess operating cash and borrowed funds. At June 30, 1997 adequate cash is being generated to make projected distributions and allow for reinvestment of a portion of the cash to fund additional leases. At any time after October 30, 1996, but no later than April 30, 1998, the Partnership will cease reinvestment in equipment and leases and will begin the orderly liquidation of Partnership assets. The Partnership must dissolve on December 31, 1999, or earlier, upon the occurrence of certain events. To date, the General Partner has made preliminary inquiries of certain parties with respect to a method of liquidation of all or a portion of the Partnership's assets. No agreements, however, have been entered into and the General Partner will continue to pursue the best possible liquidation scenario on behalf of the Partnership. 11 11 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 August 13, 1997 Ronald O. Brendengen/s/ ---------------------- ------------------------------- Ronald O. Brendengen, Chief Financial Officer, Treasurer Date August 13, 1997 Daniel P. Wegmann/s/ ---------------------- ------------------------------- Daniel P. Wegmann, Controller