REDWOOD EQUIPMENT LEASING INCOME FUND LP
10-Q, 1996-05-10
EQUIPMENT RENTAL & LEASING, NEC
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                                                     FORM 10-Q


                                        SECURITIES AND EXCHANGE COMMISSION

                                              Washington, D.C. 20549


          QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


(Mark One)
{ X }  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           September 30, 1995

{   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to


For Quarter Ended      September 30, 1995      Commission file number  33-32125

                                Redwood Equipment Leasing Income Fund L.P.
                          (Exact Name of Registrant as Specified in its Charter)


             Delaware                                           52-1650971
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)



225 East Redwood Street, Baltimore, Maryland                        21202
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, Including Area Code:        (410) 727-4083


                                                   N/A
                          (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

<PAGE>
                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.



                                                       INDEX


                                                                      Page No.

Part I.    Financial Information


     Item 1.    Financial Statements

                       Balance Sheets                                    1
                       Statements of Operations                          2
                       Statements of Partners' Capital                   3
                       Statements of Cash Flows                          4
                       Notes to Financial Statements                    5-6


     Item 2.    Management's Discussion and Analysis of
                   Financial Condition and Results of Operations        7-8



Part II.   Other Information


     Item 1. through Item 6.                                             9

     Signatures                                                         10


<PAGE>

          REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

                        Balance Sheets
                         (Unaudited)


<TABLE>
<CAPTION>
                                                               March 31,       December 31,
                                                                  1996             1995


Assets

<S>                                                           <C>             <C>
  Cash and cash equivalents                                   $2,544,275      $  2,500,697
  Lease payment and other receivables                             50,061            68,663
  Deposit                                                         10,000            10,000
  Investment in direct finance leases, net                     2,240,003         2,419,556

    Total assets                                              $4,844,339      $  4,998,916


Liabilities and Partners' Capital

  Accounts payable and accrued expenses                       $   11,721      $     16,813
  Amounts due to affiliates                                       19,588            15,910
  Advance rentals                                                 17,199            18,521

    Total liabilities                                             48,508            51,244


  Partners' Capital
    General Partner                                              (76,903)          (73,866)
    Assignor Limited Partner:
      Assignment of limited partnership interests - $25 stated
        value per unit, 401,180 units outstanding              4,871,923         5,020,712
      Limited partnership interests - $25 stated value per
        unit, 40 units outstanding                                   611               626
    Special Limited Partners                                         200               200

    Total partners' capital                                    4,795,831         4,947,672

    Total liabilities and partners' capital                   $4,844,339      $  4,998,916
         See accompanying notes to financial statements

</TABLE>
                             -1-
<PAGE>
REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

      Statements of Operations
For the three months ended March 31,
            (Unaudited)

<TABLE>
<CAPTION>
                                          1996              1995

Revenues
<S>                                 <C>                  <C>
  Direct finance lease revenue      $        51,796      $ 57,699
  Interest income                            31,581        36,582
  Gain from sale of leased equipment               -       24,285

                                             83,377       118,566


Expenses
  Administrative expenses including
    amounts to related party                 19,491        15,924
  Management fees to advisor                  3,053         5,443
  Professional fees                           4,450         3,500
  Amortization of acquisition and
    organization costs                        3,520         5,174

                                             30,514        30,041


Net earnings                        $        52,863      $ 88,525

Net earnings per unit of assignee
  limited partnership interest      $          0.13      $   0.22



See accompanying notes to financial statements

                -2-
</TABLE>
<PAGE>
REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

Statements of Partners' Capital
For the three months ended March 31, 1996 and 1995
        (Unaudited)

<TABLE>
<CAPTION>

                              Assignee  Assignor     Special
                              Limited   Limited      Limited       General
                              Partners  Partner      Partners      Partner    Total


<S>                          <C>       <C>      <C>              <C>       <C>
Balance at December 31, 1995$5,020,712 $    626 $            200 $ (73,866)$4,947,672

Net earnings                    51,801        5                 -    1,057     52,863

Distributions to partners     (200,590)     (20)                -   (4,094)  (204,704)

Balance at March 31, 1996   $4,871,923 $    611 $            200 $ (76,903)$4,795,831



Balance at December 31, 1994$5,426,614 $    667 $            200 $ (65,582)$5,361,899

Net earnings                    86,745        9                 -    1,771     88,525

Distributions to partners     (200,590)     (20)                -   (4,094)  (204,704)

Balance at March 31, 1995   $5,312,769 $    656 $            200 $ (67,905)$5,245,720



See accompanying notes to financial statements

            -3-
</TABLE>
<PAGE>
                               REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

                                        Statements of Cash Flows
                                  For the three months ended March 31,
                                              (unaudited)
<TABLE>
<CAPTION>

                                                                                                            1996               1995


Cash flow from operating activities
<S>                                                                                                 <C>                  <C>
   Net earnings                                                                                     $        52,863      $   88,525
   Adjustments to reconcile net earnings to net
     cash provided by operating activities
       Amortization of acquisition and
         organization costs                                                                                   3,520           5,174
       Gain from sale of leased equipment                                                                          -        (24,285)
       Changes in assets and liabilities
         Decrease (increase) in lease payment and other receivables                                          18,602          (3,504)
         Decrease in accounts payable and accrued expenses                                                   (5,092)         (7,792)
         Increase in amounts due to affiliates                                                                3,678          10,700
         Decrease in advance rentals                                                                         (1,322)         (1,322)
Net cash provided by operating activities                                                                    72,249          67,496

Cash flows from investing activities-
   principal received on direct finance leases                                                              176,033         195,687

Cash flows from financing activities-
   distributions to partners                                                                               (204,704)       (204,704)


Net increase in cash and cash equivalents                                                                    43,578          58,479

Cash and cash equivalents
   Beginning of period                                                                                    2,500,697       2,645,192

   End of period                                                                                    $     2,544,275      $2,703,671

                                                          See accompanying notes to financial statements

                                                                                              -4-
</TABLE>
<PAGE>
                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

                                           Notes to Financial Statements
                                                  March 31, 1996
                                                    (Unaudited)


Note 1 - The Partnership and Basis of Preparation

         The  accompanying  financial  statements of Redwood  Equipment  Leasing
Income Fund L.P. (the  "Partnership")  do not include all of the information and
note  disclosures   normally  included  in  financial   statements  prepared  in
accordance with generally accepted accounting principles.  The unaudited interim
financial  statements  reflect  all  adjustments  which are,  in the  opinion of
management, necessary to a fair statement of the results for the interim periods
presented.  All such adjustments are of a normal recurring nature. The unaudited
interim financial  information  should be read in conjunction with the financial
statements contained in the 1995 Annual Report.

Note 2 - New Accounting Pronouncements

         In March 1995, The Financial  Accounting  Standards Board (FASB) issued
Statement  of  Financial  Accounting  Standards  No.  121  "Accounting  for  the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
(Statement 121). Statement 121 provides guidance for recognition and measurement
of  impairment  of  long-lived  assets,  certain  identifiable  intangibles  and
goodwill  related  both to assets to be held and used and assets to be  disposed
of. The Partnership  adopted  Statement 121 during the first quarter of 1996 and
the adoption did not have any impact on its financial statements.

Note 3 - Cash and Cash Equivalents

         The  Partnership  considers all  short-term  investments  with original
maturities  of  three  months  or  less  as  cash  equivalents.  Cash  and  cash
equivalents  consist of cash,  money market accounts and other liquid short term
investments and are stated at cost,  which  approximates  market value, at March
31, 1996 and December 31, 1995.

Note 4 - Related Party Transactions

         The  Partnership's  General  Partner earned an asset  management fee of
$6,141 each quarter (3% of  distributions  to investors) and received or was due
reimbursement  of $9,245 and $8,717  for  certain  costs  incurred  relating  to
administrative services for the Partnership for the three months ended March 31,
1996 and 1995, respectively.

         As the management  agent,  Signet is entitled to an equipment and lease
management fee equal to 1.5% of gross lease rental payments as well as a fee for
services  provided in acquiring  and disposing of leased  assets.  For the three
months  ended  March  31,  1996 and  1995,  Signet  earned  $3,053  and  $5,443,
respectively in management and disposition fees.

Note 5 - Leases

         Investment in direct  finance leases with initial terms ranging from 34
to 82 months at March 31, 1996 and December 31, 1995 includes the following:

<TABLE>
<CAPTION>
                                                                  March 31, 1996       December 31, 1995

<S>                                                                 <C>                     <C>
          Lease payments receivable                                 $ 1,952,256             $ 2,178,763
          Estimated residual value                                      572,852                 572,852
          Acquisition fees, net                                          28,858                  32,378
          Unearned income                                              (291,407)               (341,881)
          Reserve for residual value loss                               (22,556)                (22,556)
                                                                    $ 2,240,003             $ 2,419,556

          All leases in the  Partnership's  portfolio  are  classified as direct
finance leases.

                                                      -5-
</TABLE>
<PAGE>
                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

                                           Notes to Financial Statements
                                                  March 31, 1996
                                                    (Unaudited)

Note 6 - Net Earnings per Unit of Assigned Limited Partnership Interest

          Net  earnings  per unit of assignee  limited  partnership  interest is
disclosed  on the  Statements  of  Operations  and is based upon  401,180  units
outstanding.

Note 7 - Subsequent Events

          In May, 1996, the Partnership will make a cash  distribution  totaling
$204,704 of which 98% will be  allocated  to  assignee  limited  partners.  This
distribution will be derived from net cash provided by operating  activities and
principal  payments  received  on direct  finance  leases.  Holders of  assignee
limited  partnership  interests will receive cash  distributions of $.50 per $25
unit.



                                                      -6-
<PAGE>
                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


Liquidity and Capital Resources

         At March 31, 1996, the Partnership had a working capital  position that
included  cash and cash  equivalents  of  $2,544,275  and  accounts  payable and
accrued  expenses of $11,721.  The  Partnership  invests its cash  balances in a
money  market  account  and other  high  quality  short  term  investments.  The
Partnership  initially  allocated  $100,295 (1% of offering proceeds) as working
capital  reserves,  but has the  discretion to increase or decrease  reserves as
deemed necessary.  The unexpended offering proceeds and working capital reserves
are sufficient to satisfy the Partnership's liquidity requirements.

         It is  anticipated  that a  substantial  portion of the current cash on
hand will be used to fund lease acquisitions in future periods.

         Cash and cash equivalents increased $43,578 during the first quarter of
1996.  This  increase  represented  the combined  effect of $72,249  provided by
operating activities,  $176,033 received in principal payments on direct finance
leases and $204,704 distributed to partners.

         The  Partnership  made a  distribution  of $204,704 on February 8, 1996
from funds generated from operations,  and principal  payments on direct finance
leases.  This  distribution  represents  an  annualized  rate of 8% on  invested
capital and reflects the Partnership's current distribution target.


Results of Operations

         Direct finance lease revenue  decreased $5,903 during the first quarter
of 1996 as compared to the first quarter of 1995. This slight decrease  resulted
from scheduled  lease  terminations  during 1995 and an expected  decline in the
portion of lease payments recognized as revenue (versus return of principal) for
existing leases.

         Interest  income  decreased  $5,001 during the first quarter of 1996 as
compared to the first quarter of 1995, due primarily to lower interest rates and
lower cash balances.

         The  Partnership  recognized  a  $24,285  gain  from the sale of leased
equipment  during the first  quarter of 1995  resulting  from the sale of leased
office furniture and computer equipment to EA Engineering.  The Partnership also
sold the equipment leased to American Health Services (a Shiatuz imaging system)
during the first  quarter of 1995 for $30,000 or $43,752  less than the original
recorded residual value of the equipment.  The Partnership  reduced its existing
reserves  as a result of the sale.  The  Partnership  currently  has  $22,556 in
reserves which is deemed sufficient for any future potential losses.

         Total expenses remained  consistent during the first quarter of 1996 as
compared to the first quarter of 1995. Increases in administrative  expenses and
professional  fees were partially offset by a decreases in amortization  expense
and management fees to the advisor..

Equipment Lease Acquisitions

         During the first  quarter of 1996,  the  Partnership  made no equipment
lease  acquisitions.  The  Partnership  will continue to review  equipment lease
proposals  and  anticipates  making  additional  lease  acquisitions  in  future
periods.



                                                      -7-
<PAGE>
                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.




PART II.  OTHER INFORMATION


Item 1.     Legal Proceedings

                  Inapplicable

Item 2.     Changes in Securities

                  Inapplicable

Item 3.     Defaults upon Senior Securities

                  Inapplicable

Item 4.     Submission of Matters to a Vote of Security Holders

                  Inapplicable

Item 5.     Other Information

                  Inapplicable

Item 6.     Exhibits and Reports on Form 8-K

                  a)  Exhibits:  None

                  b)  Reports on Form 8-K:    None



                                                        -9-


<PAGE>

                                    REDWOOD EQUIPMENT LEASING INCOME FUND L.P.




                                                    SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                                  REDWOOD EQUIPMENT LEASING
                                                       INCOME FUND L.P.




DATE: 5/9/96                                      By:  /s/ John M. Prugh
                                                     John M. Prugh
                                                     President and Director
                                                     Redwood Leasing, Inc.
                                                     General Partner



DATE: 5/9/96                                      By: /s/ Timothy M. Gisriel
                                                     Timothy M. Gisriel
                                                     Treasurer
                                                     Redwood Leasing, Inc.
                                                     General Partner




                                                       -10-

<PAGE>


<TABLE> <S> <C>

<ARTICLE>                                                      5
<LEGEND>
(Replace this text with legend, if applicable)
</LEGEND>
<CIK>                                                 0000857615
<NAME>                                  Redwood Equipment Leasing Income Fund
<MULTIPLIER>                                                   1
<CURRENCY>                                          U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                                              3-MOS
<FISCAL-YEAR-END>                                    DEC-31-1996
<PERIOD-START>                                        JAN-1-1996
<PERIOD-END>                                         MAR-31-1996
<EXCHANGE-RATE>                                                1
<CASH>                                                 2,544,275
<SECURITIES>                                                   0
<RECEIVABLES>                                             50,061
<ALLOWANCES>                                                   0
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                       2,594,336
<PP&E>                                                         0
<DEPRECIATION>                                                 0
<TOTAL-ASSETS>                                         4,844,339
<CURRENT-LIABILITIES>                                     31,309
<BONDS>                                                        0
                                          0
                                                    0
<COMMON>                                                       0
<OTHER-SE>                                                     0
<TOTAL-LIABILITY-AND-EQUITY>                           4,844,339
<SALES>                                                        0
<TOTAL-REVENUES>                                          83,377
<CGS>                                                          0
<TOTAL-COSTS>                                                  0
<OTHER-EXPENSES>                                          30,514
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                             0
<INCOME-PRETAX>                                           52,863
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                       52,863
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                              52,863
<EPS-PRIMARY>                                              0.000
<EPS-DILUTED>                                              0.000
        


</TABLE>


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