UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934
For the quarterly period ended September 30, 1998
OR
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 0-16615
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PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
Registrant
California 68-0062480
- --------------------------------- ----------------------------------
State of Jurisdiction I.R.S. Employer Identification No.
2401 Kerner Boulevard, San Rafael, California 94901-5527
- --------------------------------------------------------------------------------
Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (415) 485-4500
--------------
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
preceding requirements for the past 90 days.
Yes X No
--- ---
516,662 Units of Limited Partnership Interest were outstanding as of September
30, 1998.
Transitional small business disclosure format:
Yes No X
--- ---
Page 1 of 14
<PAGE>
Part I. Financial Information
-----------------------------
Item 1. Financial Statements
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
September 30, December 31,
1998 1997
---- ----
ASSETS
Cash and cash equivalents $ 4,363 $ 3,072
Accounts receivable (net of allowance for losses
on accounts receivable of $52 and $73 at
September 30, 1998 and December 31, 1997,
respectively) 102 192
Notes receivable (net of allowance for losses
on notes receivable of $21 and $604 at September
30, 1998 and December 31, 1997, respectively) 43 45
Equipment on operating leases and held for lease
(net of accumulated depreciation of $1,221 and
$10,017 at September 30, 1998 and December 31,
1997, respectively) -- --
Cable systems, property and equipment (net of
accumulated depreciation of $738 and $521
at September 30, 1998 and December 31, 1997,
respectively) 2,915 3,086
Cable subscriber lists (net of accumulated
amortization of $522 and $380 at September
30, 1998 and December 31, 1997, respectively) 993 1,135
Investment in joint ventures 356 310
Other assets 39 48
------- -------
Total Assets $ 8,811 $ 7,888
======= =======
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 473 $ 608
------- -------
Total Liabilities 473 608
------- -------
Partners' Capital
General Partner 2,056 (18)
Limited Partners, 600,000 units authorized,
528,151 units issued and 516,662 units
outstanding at September 30, 1998 and
December 31, 1997 6,282 7,298
------- -------
Total Partners' Capital 8,338 7,280
------- -------
Total Liabilities and Partners' Capital $ 8,811 $ 7,888
======= =======
The accompanying notes are an integral part of these statements.
2
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
INCOME
Cable subscriber revenue $ 410 $ 426 $1,253 $1,278
Rental income 129 106 259 310
Equity in earnings (losses) from joint
ventures, net 115 (40) 135 6
Interest income, notes receivable -- 78 6 107
Gain on sale of securities -- 1 32 151
Gain on sale of cable system -- 169 -- 169
Other income 82 58 151 237
------ ------ ------ ------
Total Income 736 798 1,836 2,258
------ ------ ------ ------
EXPENSES
Depreciation and amortization 129 119 368 338
Cable system operations 241 242 715 744
Lease related operating expenses 11 5 25 26
Management fees to General Partner
and affiliate 23 33 66 86
Reimbursed administrative costs to
General Partner 21 25 77 100
Legal expense 57 21 167 59
General and administrative expenses 37 67 140 147
------ ------ ------ ------
Total Expenses 519 512 1,558 1,500
------ ------ ------ ------
NET INCOME BEFORE MINORITY INTEREST 217 286 278 758
Minority interest in losses (earnings)
of subsidiary -- (2) -- 6
------ ------ ------ ------
NET INCOME $ 217 $ 284 $ 278 $ 764
====== ====== ====== ======
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ .41 $ .55 $ .53 $ 1.47
====== ====== ====== ======
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $ - $ - $ 2.50 $22.50
====== ====== ====== ======
ALLOCATION OF NET INCOME:
General Partner $ 2 $ 3 $ 3 $ 6
Limited Partners 215 281 275 758
------ ------ ------ ------
$ 217 $ 284 $ 278 $ 764
====== ====== ====== ======
The accompanying notes are an integral part of these statements.
3
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Nine Months Ended
September 30,
1998 1997
---- ----
Operating Activities:
- --------------------
Net income $ 278 $ 764
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization 368 338
Gain on sale of equipment (21) (51)
Gain on sale of cable system -- (169)
Equity in earnings from joint ventures, net (135) (6)
Provision for losses on accounts receivable 22 40
Gain on sale of securities (32) (151)
Decrease (increase) in accounts receivable 68 (7)
Decrease in accounts payable and accrued expenses (135) (2,252)
Decrease (increase) in other assets 1 (23)
Minority interest in losses of subsidiary -- (6)
-------- --------
Net cash provided (used) by operating activities 414 (1,523)
-------- --------
Investing Activities:
- --------------------
Principal payments, notes receivable 2 13
Proceeds from sale of equipment 21 52
Proceeds from sale of securities 32 151
Proceeds from sale of cable system -- 169
Distributions from joint ventures 88 102
Cable systems, property and equipment (47) (134)
-------- --------
Net cash provided by investing activities 96 353
-------- --------
Financing Activities:
- --------------------
Contribution from General Partner 2,072 --
Distributions to partners (1,291) (11,625)
Distribution to minority partners -- (2)
-------- --------
Net cash provided (used) by financing activities 781 (11,627)
-------- --------
Increase (decrease) in cash and cash equivalents 1,291 (12,797)
Cash and cash equivalents, beginning of period 3,072 15,591
-------- --------
Cash and cash equivalents, end of period $ 4,363 $ 2,794
======== ========
The accompanying notes are an integral part of these statements.
4
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. General.
-------
The accompanying unaudited condensed consolidated financial statements
have been prepared by the Partnership in accordance with generally accepted
accounting principles, pursuant to the rules and regulations of the Securities
and Exchange Commission. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Although management believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed financial statements be read in conjunction with
the financial statements and the notes included in the Partnership's Financial
Statement, as filed with the SEC in the latest annual report on Form 10-K.
The Partnership Agreement stipulates the methods by which income will
be allocated to the General Partner and the limited partners. Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles for book purposes, which varies from income or loss calculated for
tax purposes.
The calculation of items of income and loss for book and tax purposes
may result in book basis capital accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner will be determined based on the tax basis capital accounts. At
liquidation of the Partnership, the General Partner's remaining book basis
capital accounts will be reduced to zero through the allocation of income or
loss.
In March of 1998, Phoenix Concept Cablevision of Indiana, L.L.C. , a
wholly owned subsidiary of the Partnership, entered into an Asset Purchase
Agreement to sell all or substantially all of its assets on or before the
closing date of July 31, 1998. The potential buyer has been unable to secure
financing for the purchase of these assets prior to the contractual closing
date. The General Partner is continuing its efforts in marketing this cable
system for sale.
Note 2. Reclassification.
----------------
Reclassification - Certain 1997 amounts have been reclassified to
conform to the 1998 presentation.
Note 3. Income Taxes.
------------
Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.
Note 4. Notes Receivable.
----------------
Impaired Notes Receivable. At September 30, 1998, the recorded
investment in notes that are considered to be impaired was $64,000 for which the
related allowance for losses was $21,000. The average recorded investment in
5
<PAGE>
impaired loans during the nine months ended September 30, 1998 and 1997 was
approximately $387,000 and $653,000, respectively.
The activity in the allowance for losses on notes receivable during the
nine months ended September 30, is as follows:
1998 1997
---- ----
(Amounts in Thousands)
Beginning balance $ 604 $ 604
Provision for losses -- --
Write downs (583) --
----- -----
Ending balance $ 21 $ 604
===== =====
The Partnership wrote-off the outstanding balance of several impaired
notes receivable from cable television system operators during the nine months
ended September 30, 1998 which totaled $583,000. These notes receivable had been
fully reserved for in a previous year.
Note 5. Net Income (Loss) and Distributions Per Limited Partnership Unit.
----------------------------------------------------------------
Net income and distributions per limited partnership unit were based on
the limited partners' share of net income and distributions, and the weighted
average number of units outstanding of 516,662 and 516,716 for the nine months
ended September 30, 1998 and 1997, respectively. For purposes of allocating net
income (loss) and distributions to each individual limited partner, the
Partnership allocates net income (loss) and distributions based upon each
respective limited partner's net capital contributions.
Note 6. Investment in Joint Ventures.
----------------------------
Equipment Joint Ventures
- ------------------------
The aggregate combined financial information of the equipment joint
ventures is presented as follows:
September 30, December 31,
1998 1997
---- ----
(Amounts in Thousands)
Assets $ 331 $1,055
Liabilities 7 409
Partners' Capital 324 646
6
<PAGE>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
(Amounts in Thousands)
Revenue $ 457 $ 240 $ 752 1,431
Expenses 686 901 840 1,569
Net Loss (229) (661) (88) (138)
Foreclosed Cable Systems Joint Ventures
- ---------------------------------------
The aggregate combined financial information of the foreclosed cable
systems joint ventures is presented as follows:
September 30, December 31,
1998 1997
---- ----
(Amounts in Thousands)
Assets $1,591 $2,071
Liabilities 329 519
Partners' Capital 1,262 1,552
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
(Amounts in Thousands)
Revenue $ 255 $ 257 $ 688 $ 762
Expenses 234 278 747 829
Net Income (Loss) 21 (21) (59) (67)
Note 7. Legal Proceedings.
-----------------
On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing Incorporated, Phoenix Leasing Associates, II and III LP., Phoenix
Securities Inc. and Phoenix American Incorporated (the "Companies") in
California Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution Funds I through V (the
"Partnerships"). The Companies were served with the Complaint on December 9,
1997. The Complaint seeks declaratory and other relief including accounting,
receivership, imposition of a constructive trust and judicial dissolution and
winding up of the Partnerships, and damages based on fraud, breach of fiduciary
duty and breach of contract by the Companies as general partners of the
Partnerships. Discovery has not commenced. The Companies intend to vigorously
defend the Complaint.
Plaintiffs severed one cause of action from the Complaint, a claim
related to the marketing and sale of CDF V, and transferred it to Marin County
Superior Court (the "Marin Action"). Plaintiffs subsequently amended the Marin
Action on August 14, 1998. On October 23, 1998, the Companies filed a demurrer
to the Marin Action, seeking its dismissal. Discovery has not commenced. The
Companies intend to vigorously defend the Complaint.
7
<PAGE>
During the nine months ended September 30, 1998, the Partnerships
recorded legal expenses of approximately $110,000 in connection with the above
litigation as indemnification to the General Partner.
Note 8. Subsequent Event.
----------------
On October 19, 1998, Phoenix Concept Cablevision, Inc., a foreclosed
cable television system joint venture, received proceeds of $1,681,000 for the
sale of its assets. The Partnership owns a. 14.19% interest in this joint
venture.
8
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
---------------------
Results of Operations
Phoenix Leasing Cash Distribution Fund III, a California limited
partnership and Subsidiary (the Partnership) reported net income of $217,000 and
$278,000 for the three and nine months ended September 30, 1998, respectively,
as compared to net income of $284,000 and $764,000 for the same periods in 1997.
The decrease in net income during the three and nine months ended September 30,
1998, as compared to the same periods in 1997, is primarily attributable to a
decline in total revenues.
The Subsidiary's cable operations has become the primary activity of
the Partnership. Cable subscriber revenue and cable system operations expenses
remained relatively the same for the three and nine months ended September 30,
1998, compared to the same periods in 1997.
Total revenues declined by $62,000 and $422,000 for the three and nine
months ended September 30, 1998, respectively, as compared to the same periods
in the prior year. The decline in total revenues for both the three and nine
months ended September 30, 1998, compared to the previous year, is attributable
to decreases in interest income from notes receivable and gain on sale of cable
system. Additionally, for the nine months ended September 30, 1998, compared to
1997, the Partnership experienced decreases in gain on sale of securities and
other income which were also factors contributing to the decrease in total
revenues for that period.
Interest income from notes receivable was $0 and $6,000 for the three
and nine months ended September 30, 1998, respectively, compared to $78,000 and
$107,000 for the same periods in 1997. During the three months ended September
30, 1997, the Partnership received additional settlement proceeds from a
defaulted note receivable with a net carrying value of $0 which contributed to
increasing interest income from notes receivable during both the three and nine
months ended September 30, 1997, such an occurrence does not exist in 1998.
For both the three and nine months ended September 30, 1998, the
Partnership reported a gain on sale of cable system of $0, compared to $169,000
for both the three and nine months ended September 30, 1997. During the three
months ended September 30, 1997, Phoenix Grassroots Cable Systems, L.L.C., a
subsidiary of the Partnership, received a disbursement of proceeds of $169,000
which were held in escrow from the August 30, 1996 sale of assets. At the time
of the sale, a portion of the proceeds were held in escrow to cover liabilities
which may have arisen after the sale. The receipt of the escrow proceeds was
treated as an adjustment to the sales price, and as a result, the Partnership
recognized an additional gain on the sale of cable systems for the three and
nine months ended September 30, 1997.
The Partnership exercised and sold stock warrants during the nine
months ended September 30, 1998 recognizing a gain on securities of $32,000,
compared to $151,000 for the same period in 1997. The Partnership has been
granted stock warrants as part of its lease or financing agreements with certain
emerging growth companies.
9
<PAGE>
The decrease in other income of $86,000 for the nine months ended
September 30, 1998, compared to the same period in 1997, is attributable to a
decrease in interest income. The decrease in interest income is due to a
reduction in the Partnership's cash balance resulting from a decline in cash
generated from the Partnership's operating and investing activities during 1997
and 1998.
The increase in earnings from joint ventures of $155,000 and $129,000
for the three and nine months ended September 30, 1998, is due to one equipment
joint venture having sold its remaining equipment which resulted in the recovery
of provision for doubtful accounts receivable and a write off of a liability.
The increase in total expenses of $7,000 and $58,000 for the three and
nine months ended September 30, 1998, respectively, as compared to the same
periods in 1997 is a result of an increase in legal fees. Legal fees increased
by $36,000 and $108,000 for the three and nine months ended September 30, 1998,
respectively, as compared to the same periods in 1997 as a result of legal costs
associated to a Class Action Complaint as further discussed in Note 7.
Because the Partnership is in its liquidation stage, it is not
expected that the Partnership will acquire any additional equipment for its
leasing activities or provide any further financing. As a result, revenues from
leasing and financing activities are expected to continue to decline as the
portfolio is liquidated. The aggregate original cost of equipment owned by the
Partnership as of September 30, 1998 is $1,358,000 compared to $11,919,000 as of
September 30, 1997. The Partnership will reach the end of its term on December
31, 1998.
Liquidity and Capital Resources
The Partnership's primary source of liquidity comes from cable
subscriber revenues. As another source of liquidity, the Partnership has entered
into contractual obligations with lessees and borrowers for fixed payment terms,
has investments in foreclosed cable system joint ventures and investments in
leasing joint ventures.
The net cash generated by operating activities was $414,000 during the
nine months ended September 30, 1998, as compared to net cash used of $1,523,000
during the same period in 1997. During the nine months ended September 30, 1997,
the Partnership's net use of cash generated by operating activities was
attributable to payments of outstanding liabilities for reimbursements of costs
to the General Partner.
The net cash generated by investing activities was $96,000 during the
nine months ended September 30, 1998, compared to $353,000 during the nine
months ended September 30, 1997. This decrease during the nine months ended
September 30, 1998, compared to 1997 is primarily due to the decline in proceeds
from the sale of securities and proceeds from sale of cable systems. As
previously discussed, the Partnership exercised and sold stock warrants during
the nine months ended September 30, 1998 and 1997. As a result, the Partnership
received proceeds from the sale of these securities of $32,000 and $151,000 for
the nine months ended September 30, 1998 and 1997, respectively. Additionally,
10
<PAGE>
the decline in net cash generated by investing activities for the nine months
ended September 30, 1998, compared to 1997, is also due to the absence of
proceeds from sale of cable system, compared to $169,000 in 1997, as was further
discussed in "Results of Operations".
During the nine months ended September 30, 1998, the Partnership
received a capital contribution of $2,072,000 from the General Partner in order
to restore the General Partner's tax basis deficit capital balance.
The cash distributed to limited partners during the nine months ended
September 30, 1998 and 1997 was $1,291,000 and $11,625,000, respectively. As a
result, the cumulative cash distributions to the limited partners are
$111,095,000 and $109,804,000 as of September 30, 1998 and 1997, respectively.
The General Partner did not receive cash distributions during the nine months
ended September 30, 1998 and 1997.
The first annual distribution was made on January 15, 1997. As a result
of the sale of certain cable television systems and the settlement of an
impaired note receivable during 1996, the Partnership included the excess cash
provided by these events in the January 15, 1997 distribution. The Partnership
anticipates making a distribution to partners on or before December 30, 1998.
As of September 30, 1998, the Partnership owned equipment held for
lease with an aggregate original cost of $160,000 and a net book value of $0,
compared to $2,944,000 and $0, respectively, as of September 30, 1997. The
General Partner is actively engaged, on behalf of the Partnership, in
remarketing and selling the Partnership's off-lease portfolio.
As the Partnership's asset portfolio continues to decline as a result
of the on-going liquidation of assets, it is expected that the cash generated
from operations will also decline. Cash generated from cable television, leasing
and financing operations has been and is anticipated to continue to be
sufficient to meet the Partnership's on-going operational expenses.
The General Partner currently anticipates that it may not be able to
liquidate the remaining assets by December 31, 1998, as previously reported. The
remaining assets of the Partnership consist primarily of: Phoenix Concept
Cablevision of Indiana, L.L.C. (a cable television system and wholly owned
subsidiary), an investment in Phoenix Pacific Northwest J.V. (a foreclosed cable
television system joint venture), a note receivable from a cable television
system operator and various leased equipment. The General Partner is continuing
its efforts in marketing these assets for sale.
On October 19, 1998, Phoenix Concept Cablevision, Inc., a foreclosed
cable system joint venture, received proceeds of $1,681,000 million for the sale
of its assets. The Partnership owns a 14.19% interest in this joint venture.
Impact of the Year 2000 Issue
The "Year 2000 problem" arose because many existing computer programs
use only the last two digits to refer to a year. Therefore, these computers and
computer programs do not properly recognize a year that begins with "20" instead
of the familiar "19." If not corrected, many computer applications could fail or
create erroneous results.
11
<PAGE>
The General Partner has performed an assessment of the computer
programs used to conduct the business of the Partnership that are subject to
Year 2000 risk. The General Partner and its affiliates are currently in the
process of testing, upgrading, modifying and replacing existing computer
programs that have been determined not to be Year 2000 compliant. It is
estimated that this project will be completed in mid 1999. However, if this
project is not completed in a timely matter, the Year 2000 issue could have a
material impact on the Partnership's operations. The costs of these changes are
being incurred by the General Partner or its affiliates. Costs incurred by the
Partnership will be expensed as incurred and are not currently anticipated to be
material to the Partnership's financial position or results of operations. The
General Partner currently does not have a contingency plan, but will continue to
evaluate the need for such plan as systems and programs are tested.
The Partnership's customers consist of cable subscribers, lessees and
borrowers. The Partnership does not have exposure to any individual customer
that would materially impact the Partnership should the customer experience a
significant Year 2000 problem.
The assessments of the risks and costs of the Year 2000 issue are based
on management's best estimates. However, there can be no guarantee that these
estimates will be achieved and the actual results could differ materially from
those estimates.
12
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
September 30, 1998
Part II. Other Information.
-----------------
Item 1. Legal Proceedings.
-----------------
On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing Incorporated, Phoenix Leasing Associates, II and III LP., Phoenix
Securities Inc. and Phoenix American Incorporated (the "Companies") in
California Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution Funds I through V (the
"Partnerships"). The Companies were served with the Complaint on December 9,
1997. The Complaint seeks declaratory and other relief including accounting,
receivership, imposition of a constructive trust and judicial dissolution and
winding up of the Partnerships, and damages based on fraud, breach of fiduciary
duty and breach of contract by the Companies as general partners of the
Partnerships. Discovery has not commenced. The Companies intend to vigorously
defend the Complaint.
Plaintiffs severed one cause of action from the Complaint, a claim
related to the marketing and sale of CDF V, and transferred it to Marin County
Superior Court (the "Marin Action"). Plaintiffs subsequently amended the Marin
Action on August 14, 1998. On October 23, 1998, the Companies filed a demurrer
to the Marin Action, seeking its dismissal. Discovery has not commenced. The
Companies intend to vigorously defend the Complaint.
During the nine months ended September 30, 1998, the Partnerships
recorded legal expenses of approximately $110,000 in connection with the above
litigation as indemnification to the General Partner.
Item 2. Changes in Securities. Inapplicable
---------------------
Item 3. Defaults Upon Senior Securities. Inapplicable
-------------------------------
Item 4. Submission of Matters to a Vote of Securities Holders. Inapplicable
-----------------------------------------------------
Item 5. Other Information. Inapplicable
-----------------
Item 6. Exhibits and Reports on 8-K:
---------------------------
a) Exhibits:
(27) Financial Data Schedule
b) Reports on 8-K: None
13
<PAGE>
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.
PHOENIX LEASING CASH DISTRIBUTION FUND III,
-------------------------------------------
A CALIFORNIA LIMITED PARTNERSHIP
(Registrant)
Date Title Signature
---- ----- ---------
November 11, 1998 Executive Vice President, /S/ GARY W. MARTINEZ
- ----------------- Chief Operating Officer --------------------
and a Director of (Gary W. Martinez)
Phoenix Leasing Incorporated
General Partner
November 11, 1998 Chief Financial Officer, /S/ HOWARD SOLOVEI
- ----------------- Treasurer and a Director of --------------------
Phoenix Leasing Incorporated (Howard Solovei)
General Partner
November 11, 1998 Senior Vice President, /S/ BRYANT J. TONG
- ----------------- Financial Operations --------------------
(Principal Accounting Officer) (Bryant J. Tong)
and a Director of
Phoenix Leasing Incorporated
General Partner
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,363
<SECURITIES> 0
<RECEIVABLES> 218
<ALLOWANCES> 73
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,874
<DEPRECIATION> 1,959
<TOTAL-ASSETS> 8,811
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,338
<TOTAL-LIABILITY-AND-EQUITY> 8,811
<SALES> 0
<TOTAL-REVENUES> 1,836
<CGS> 0
<TOTAL-COSTS> 1,558
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 278
<INCOME-TAX> 0
<INCOME-CONTINUING> 278
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 278
<EPS-PRIMARY> .53
<EPS-DILUTED> 0
</TABLE>
