LEASTEC INCOME FUND III
10-Q, 1996-07-31
COMPUTER RENTAL & LEASING
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<PAGE>  1
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 FORM 10-Q
                 Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

For Quarter Ended June 30, 1996       Commission file number 299435
                              
                   Leastec Income Fund III
              A California Limited Partnership
     (Exact name of registrant as specified in its charter)
        California                         68-0066209

(State or other jurisdiction of         (I.R.S. Employer Identification
incorporation or organization)                          Number)
                              
                              
    2855 Mitchell Drive, Suite 215, Walnut Creek, California 94598
   
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code    (510) 938-3443
_____________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)

    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        __
        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
        PROCEEDINGS DURING THE PRECEDING FIVE YEARS: N/A
        
     Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
            Yes       ___                    No        ___
          APPLICABLE ONLY TO CORPORATE ISSUERS: N/A
                              
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<PAGE>  2
                  Part 1.  Financial Information
                     LEASTEC INCOME FUND III
                 A California Limited Partnership

                   CONDENSED BALANCE SHEETS
                           (Unaudited)
<TABLE>
<CAPTION>
                                                June 30      December 31
                                                 1996           1995
                                                ------       -----------
<S>                                          <C>           <C>
ASSETS:
Cash                                          $ 337,326     $  706,443
Accounts receivable                                   0         87,417
Net investment in direct financing leases       235,660        541,980
Equipment on operating leases, net of
    accumulated depreciation of $6,166
    in 1996 and $6,166 in 1995                        0              0
Equipment held for sale or lease, net of
    accumulated depreciation of $-0- in
    1996 and $-0- in 1995.                            0              0
                                               --------      ---------
    Total assets                              $ 572,986     $1,335,840
                                               ========      =========

LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Payables to affiliates                        $  6,090      $    2,767
Accounts payable                                44,349          64,323
Deposits                                        26,438          43,818
Prepaid rental income                                0           2,944
Distributions payable                          105,263         368,421
Notes payable                                        0               0
                                               -------       ---------
    Total liabilities                          182,140         482,273
                                               -------       ---------
Partners' capital:
Partners' capital                              390,846         853,567
                                               -------       --------- 
    Total partners' capital                    390,846         853,567
                                               -------       ---------

    Total liabilities & partners' capital    $ 572,986      $1,335,840
                                              ========       =========
</TABLE>
             The accompanying notes are an integral
           part of these condensed financial statements.
<PAGE>  3
                      LEASTEC INCOME FUND III
                 A California Limited Partnership

                 CONDENSED STATEMENTS OF INCOME
                           (Unaudited)

<TABLE>
<CAPTION>

                                          Six Months              Quarter
                                             Ended                 Ended
                                            June 30               June 30
                                        1996       1995       1996      1995
                                        ----       ----       ----      ----
<S>                                 <C>       <C>          <C>      <C>
Revenue: 
Rental income                        $     78   $118,385          0    50,220
Direct financing lease income          16,831    191,120      6,655   103,572
Gain (loss) on sale of equipment            0    112,731          0    98,895
Interest income                         4,754      8,840      1,777     4,064
Other income                            6,601    124,963          0   121,976
                                      -------    -------     ------   -------
    Total revenues                     28,264    556,039      8,432   378,727
                                      -------    -------     ------   -------

Expenses:
Management fees                        22,886     91,940      8,367    56,055
General & administrative               87,343     97,167     46,815    50,063
Data processing                        12,335     16,946      5,537     8,273
lnterest expense                            0      3,064          0     1,044
                                      -------    -------     ------   -------

Total expenses                        122,564    209,117     60,719   115,435
                                      -------    -------     ------   -------
Net Income (loss)                    $(94,300)  $346,922   $(52,287) $263,292 
                                      =======    =======     ======   =======
                                              
Net income (loss) per limited
  partnership unit                   $  (1.20)  $   4.40   $  (0.66) $   3.34
                                      =======    =======     ======   =======
</TABLE>
               The accompanying notes are an integral
            part of these condensed financial statements.

<PAGE>  4
                    LEASTEC INCOME FUND III
                A California Limited Partnership
                
                   STATEMENTS OF CASH FLOWS
                           (Unaudited)

<TABLE>
<CAPTION>
                                                              Six Months
                                                                 Ended
                                                                June 30
                                                         1996           1995
                                                         ----           ----

<S>                                                  <C>           <C>
Cash flows from operating activities:
  Net (loss) income                                   $ (94,300)     346,922   
    Adjustments to reconcile net income to net
    cash provided by operating activities:
    Gain on disposition of equipment                          0     (112,731)
  Change in assets and liabilities:
    Decrease (increase) in accounts receivable           87,417      (26,220)
    Increase (decrease) in payable to affiliates          3,323      (11,508)
    Decrease in accounts payable                        (19,974)     (54,725)
    Decrease in deposits                                (17,380)     (67,303)
    Decrease in prepaid rental income                    (2,944)      (4,609)
    (Decrease) increase in distributions payable       (263,158)     163,153
                                                        -------    ---------
  Net cash (used) provided by operating activities     (307,016)     232,979
                                                        -------    ---------
Cash flows from investing activities:
    Proceeds from disposition of equipment                    0      126,364
    Decrease in net investment in direct
      financing leases                                  306,320      942,128
                                                        -------    --------- 
  Net cash provided by investing activities             306,320    1,068,492  
                                                        _______    _________
Cash flows from financing activities:
    Repayment of notes payable                                0      (44,864)
    Net distributions to partners                      (368,421)    (947,265)
                                                        -------    ---------
  Net cash used in financing activities                (368,421)    (992,129)
                                                        -------    ---------
Net (decrease) increase in cash                        (369,117)     309,342
  Cash at beginning of period                           706,443      645,072
                                                        -------    ---------
  Cash at end of period                               $ 337,326   $  954,414
                                                        =======    =========
</TABLE>
             The accompanying notes are an integral
           part of these condensed financial statements.
<PAGE>  5

                    LEASTEC INCOME FUND III
               A California Limited Partnership

             NOTES TO CONDENSED FINANCIAL STATEMENTS

        June 30, 1996, June 30, 1995 and December 31, 1995
                        (Unaudited)

1.  Basis of Condensed Financial Statement Preparation
    __________________________________________________
    In the opinion of the General Partner, the accompanying unaudited
    condensed financial statements contain all  adjustments (consisting
    principally of normal, recurring accruals) necessary to present fairly the
    financial position of Leastec Income Fund III (the Partnership) as of
    June 30, 1996, June 30, 1995 and December 31, 1995.
  
    As provided for in the Partnership agreement and offering document, the
    Partnership engaged in leasing activities which intended to be completed
    in approximately eleven years from its inception  at which time all
    remaining partnership assets will have been liquidated and cash proceeds
    distributed to the registrant's partners. The Partnership has presented
    its 1996 financial statements to reflect its leasing activities on a basis
    consistent with prior periods.
   
2.  Wind Down Phase
    _______________
    The Registrant has ceased acquisition of new capital equipment and is in
    the process of liquidating its lease portfolio.  It is intended that the
    Registrant will be fully liquidated at the end of its eleventh full year
    of operation, December 1996.
   
 <PAGE>  6
 
                        LEASTEC INCOME FUND III
                    A California Limited Partnership
                              
        Management's Discussion and Analysis of Financial
               Condition and Results of Operations
        
Results of Operation

    The Registrant has been winding down operations since 1993 by
discontinuing new leasing activities and returning cash available from
operations to the Registrant's Partners.  Although the Registrant has until
December 1997 to liquidate operations, the Registrant intends to be fully
liquidated by December 1996.  This is the Registrant's final year of
operation.
    All of the Registrant's operating leases have terminated.  As operating
leases terminated the equipment was sold.  The remaining lease portfolio is
invested in Direct Finance leases which terminate with the lessee's
contractually required purchase of equipment.  The income of the Registrant
is rapidly declining as the lease portfolio size declines.  The cash balances
and related interest income fluctuates according to the cash flow from rents
and finance lease terminations during each quarter.  Cash is distributed to
the Partners according to their respective tax basis capital accounts.  It is
anticipated that the Partners will receive a return of approximately 80% of
their original investment because of shortfalls in portfolio performance and
a difficult economic environment during the life of the Partnerhsip.
    The  Registrant reported a net loss of $94,300 or $1.20 per Limited
Partnership Unit for the six months ended June 30, 1996 as compared to net
income of $346,922 or $4.40 per Limited Partnership Unit for the six months
ended June 30, 1995.
    Total revenues for the six months ended June 30, 1996, were $28,264
compared to $556,039 for the same period in the prior year.  This decrease
reflects a reduced rental income from both operating and finance leases due to
the gradual liquidation of the Registrant's lease portfolio.  Revenue derived
from the Fund's equipment management activities comprised 83% of the total
income for the period, with the remaining 17% being interest income.
    Direct financing lease income decreased from June 30, 1995, to June 30,
1996, ($191,120 to $16,831 respectively).  The net investment in direct
financing leases decreased from $1,345,006 at June 30, 1995, to $235,660 at
June 30, 1996.
    Interest income decreased because the Registrant held lower cash balances
due to distributions to Partners and lease termination's during the first
six months of 1996 as compared to the same period in the prior year.  All
available cash is being paid out in distributions to the Fund's partners on a
quarterly basis.

<PAGE>  7

    Total expenses for the six months ended June 30, 1996, were $122,564
compared to $209,117 for the same period in the prior year.  Management fees,
interest, and general and administrative costs comprised 90% of the total
expenses.  Interest expense decreased from June 30, 1995, to June 30, 1996,
($3,064 to $-0- respectively).
    General and administrative costs decreased from $97,167 for the first
six months of 1995 to $87,343 for the same period in 1996.  The variable
expenses of the Registrant have been reduced steadily as the liquidation
progressed.  There are certain fixed expenses caused by the Partnership
Agreement's requirements for Regulatory and Partner reporting which will
continue at their current level until the Registrant's final close of
operations.

Liquidity and Capital Resources
_______________________________

    Cash used by operating activities for the six months ended June 30,
1996, was $307,016 compared to cash provided of $232,979 for the same period
in the prior year.  The decrease in cash provided by operating activities
reflects the continued winding down of the operating lease portfolio and large
decreases in distribution payable to Partners.

    Cash provided by investing activities decreased from $1,068,492 in the
first half of 1995 to $306,320 for the first half of 1996, reflecting
the final sales of operating lease equipment in the first half of 1995, lease
terminations and fluctuation of rental receipts from the direct finance
lease portfolio.  As rental payment on finance leases are received, the cash
is broken up into income and return of principal.  As a finance lease ages
the income portion of the rental receipts decreases and the return of
principal portion increases.
    Cash provided by investing activities was used to repay notes payable of
$44,864 in the first six months of 1995 compared to $-0- for the same period
in 1996.
    As of June 30, 1996, the Fund's partners were allocated cash distributions
of $105,263 payable on July 15, 1996.  The size of investor distributions
depend on the timing of lease terminations and collections of rents.  As a
result of the decreasing portfolio of leases, the amount of each distribution
can be expected to gradually decrease during 1996.
    The cash balance increased from $645,072 at December 31, 1994, to $954,414
at June 30, 1995, and decreased to $706,443 at December 31, 1995, then
decreased to $337,326 at June 30, 1996.
    The cash position as of June 30, 1996, was $337,326.  The General Partner
anticipates that funds from operations will be adequate to cover all operating
expenses of the Partnership during 1996.

<PAGE>  8
PART II.  OTHER INFORMATION

Item 1.   Legal Proceeding
          None.

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)  Reports on Form 8-K
               None.


<PAGE>  8

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.

                                   LEASTEC INCOME FUND III (Registrant)
                                   LEASTEC CORPORATION,
                                   General Partner


Date:  July 29, 1996              By:  _____________________________
                                        Ernest V. Lavagetto, President



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         337,326
<SECURITIES>                                         0
<RECEIVABLES>                                  235,660
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               572,986
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 572,986
<CURRENT-LIABILITIES>                          182,140
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     390,846
<TOTAL-LIABILITY-AND-EQUITY>                   572,986
<SALES>                                         28,264
<TOTAL-REVENUES>                                28,264
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               122,564
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (94,300)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (94,300)
<EPS-PRIMARY>                                   (1.20)
<EPS-DILUTED>                                   (1.20)
        

</TABLE>


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