PHOENIX LEASING CASH DISTRIBUTION FUND V L P
10QSB, 2000-05-12
COMPUTER RENTAL & LEASING
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                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 March 31, 2000

                                       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 0-20133
                                                -------


                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
- --------------------------------------------------------------------------------
                                   Registrant

      California                                           68-0222136
- ---------------------                         ----------------------------------
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
                                   -----       -----

1,878,334 Units of Limited Partnership Interest were outstanding as of March 31,
2000.

Transitional small business disclosure format:

                               Yes          No   X
                                   -----       -----


                                  Page 1 of 13
<PAGE>

                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                                 BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)


                                                          March 31, December 31,
                                                            2000       1999
                                                            ----       ----

ASSETS

Cash and cash equivalents                                  $ 5,721    $ 4,521

Accounts receivable (net of allowance for losses on
  accounts receivable of $115 and $131 at March 31,
  2000 and December 31, 1999, respectively)                    162        167

Notes receivable (net of allowance for losses on notes
  receivable of $142 and $88 at March 31, 2000 and
  December 31, 1999, respectively)                           8,767      8,943

Equipment on operating leases and held for lease (net of
  accumulated depreciation of $2,667 and $2,459 at
  March 31, 2000 and December 31, 1999, respectively)          102         61

Net investment in financing leases (net of allowance for
  early terminations of $89 and $55 at March 31, 2000
  and December 31, 1999, respectively)                       5,381      6,161

Investment in joint ventures                                  --           46

Capitalized acquisition fees (net of accumulated
  amortization of $2,932 and $2,866 at March 31, 2000
  and December 31, 1999, respectively)                         436        464

Marketable securities                                          703      1,729

Other assets                                                    57         61
                                                           -------    -------

   Total Assets                                            $21,329    $22,153
                                                           =======    =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
  Accounts payable and accrued expenses                    $   933    $   980
                                                           -------    -------

     Total Liabilities                                         933        980
                                                           -------    -------

Partners' Capital

  General Partner                                               27         12

  Limited Partners, 5,000,000 units authorized, 2,045,838
    units issued, 1,878,334 and 1,882,582 units
    outstanding at March 31, 2000 and December 31, 1999,
    respectively                                            19,666     19,432

Accumulated other comprehensive income                         703      1,729
                                                           -------    -------

  Total Partners' Capital                                   20,396     21,173
                                                           -------    -------

    Total Liabilities and Partners' Capital                $21,329    $22,153
                                                           =======    =======

        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)

                                                             Three Months Ended
                                                                  March 31,
                                                               2000       1999
                                                               ----       ----

INCOME
   Rental income                                             $   208    $   213
   Earned income, financing leases                               202        263
   Gain on sale of securities                                  1,240         13
   Interest income, notes receivable                             434        323
   Equity in earnings from joint ventures, net                     4         17
   Other income                                                   97         69
                                                             -------    -------

     Total Income                                              2,185        898
                                                             -------    -------


EXPENSES
   Depreciation                                                   64         67
   Amortization of acquisition fees                               66         55
   Lease related operating expenses                               11         15
   Management fees to General Partner                            118         76
   Reimbursed administrative costs to General Partner            107         68
   Provision for losses on receivables                           288         80
   Legal expense                                                  37         49
   General and administrative expenses                            24         23
                                                             -------    -------

     Total Expenses                                              715        433
                                                             -------    -------

NET INCOME                                                     1,470        465

Other comprehensive income:
   Unrealized gains (losses) on securities:
     Unrealized holding gains arising during period              213        307
     Less:  reclassification adjustment for gains
            included in net income                            (1,240)       (13)
                                                             -------    -------
Other comprehensive income (loss)                             (1,027)       294
                                                             -------    -------

COMPREHENSIVE INCOME                                         $   443    $   759
                                                             =======    =======


NET INCOME PER LIMITED PARTNERSHIP UNIT                      $   .76    $   .23
                                                             =======    =======

DISTRIBUTIONS PER LIMITED PARTNERSHIP UNIT                   $   .60    $   .53
                                                             =======    =======


ALLOCATION OF NET INCOME:
     General Partner                                         $    49    $    33
     Limited Partners                                          1,421        432
                                                             -------    -------
                                                             $ 1,470    $   465
                                                             =======    =======

        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                            STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)

                                                             Three Months Ended
                                                                  March 31,
                                                               2000      1999
                                                               ----      ----

Operating Activities:
- --------------------

Net income                                                    $ 1,470   $   465

Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation                                                   64        67
    Amortization of acquisition fees                               66        55
    Gain on sale of equipment                                      (4)       (3)
    Gain on sale of securities                                 (1,240)      (13)
    Equity in earnings from joint ventures, net                    (4)      (17)
    Provision for early termination, financing leases             234        27
    Provision for losses on notes receivable                       54        53
    Decrease in accounts receivable                                 5        40
    Increase (decrease) in accounts payable and accrued
      expenses                                                    (64)       36
    Decrease in other assets                                        4         4
                                                              -------   -------

Net cash provided by operating activities                         585       714
                                                              -------   -------

Investing Activities:
- --------------------
  Principal payments, financing leases                            801       931
  Principal payments, notes receivable                          1,040       772
  Proceeds from sale of equipment                                  22        10
  Proceeds from sale of securities                              1,240        13
  Distributions from joint ventures                                50        42
  Investment in financing leases                                 (378)     (468)
  Investment in notes receivable                                 (918)   (1,502)
  Payment of acquisition fees                                     (21)      (75)
                                                              -------   -------

Net cash provided by (used in) by investing activities          1,836      (277)
                                                              -------   -------

Financing Activities:
- --------------------
  Redemptions of capital                                          (57)      (27)
  Distributions to partners                                    (1,164)   (1,074)
                                                              -------   -------
Net cash used in financing activities                          (1,221)   (1,101)
                                                              -------   -------

Increase (decrease) in cash and cash equivalents                1,200      (664)

Cash and cash equivalents, beginning of period                  4,521     4,834
                                                              -------   -------

Cash and cash equivalents, end of period                      $ 5,721   $ 4,170
                                                              =======   =======

        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.  General.
         -------

         The accompanying  unaudited  condensed  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  account  will be reduced to zero  through the  allocation  of income or
loss.


Note 2.  Reclassification.
         ----------------

         Reclassification  - Certain  1999  amounts  have been  reclassified  to
conform to the 2000 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 financial statements of the Partnership.


Note 4.  Notes Receivable.
         ----------------

         Impaired  Notes  Receivable.  At March 31, 2000,  the  Partnership  has
investments in notes  receivable,  before allowance for losses, of $8,909,000 of
which $342,000 is considered to be impaired.  The impaired loans of $342,000 are
net of specific  write-downs of $815,000.  The  Partnership has an allowance for
losses of $142,000 as of March 31,  2000.  The average  recorded  investment  in
impaired  loans  during  the three  months  ended  March  31,  2000 and 1999 was
approximately $342,000 and $816,000, respectively.


                                       5
<PAGE>

         The activity in the allowance for losses on notes receivable during the
three months ended March 31, is as follows:

                                                      2000          1999
                                                      ----          ----
                                                    (Amounts In Thousands)

         Beginning balance                            $  88         $ 595
              Provision for losses                       54            52
              Write downs                               -            (137)
                                                      -----         -----
         Ending balance                               $ 142         $ 510
                                                      =====         =====


Note 5.  Investment in Financing Leases.
         ------------------------------

         The  activity in the  allowance  for early  terminations  of  financing
leases during the three months ended March 31, is as follows:

                                                      2000          1999
                                                      ----          ----
                                                    (Amounts In Thousands)

         Beginning balance                            $  55         $ 345
              Provision for losses                      234            27
              Write downs                              (200)          -
                                                      -----         -----
         Ending balance                               $  89         $ 372
                                                      =====         =====


Note 6.  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 1,880,539  and 1,902,375 for the three
months ended March 31, 2000 and 1999  respectively.  For purposes of  allocating
income (loss) to each individual partner,  the Partnership  allocates net income
(loss) based upon each respective  limited partner's net capital  contributions.


Note 7.  Investment in Joint Ventures.
         ----------------------------

Equipment Joint Venture
- -----------------------

         The aggregate  combined  financial  information of the equipment  joint
venture is presented as follows:

                                                     March 31,   December 31,
                                                       2000          1999
                                                       ----          ----
                                                     (Amounts in Thousands)

         Assets                                       $   -         $ 177
         Liabilities                                      -            35
         Partners' Capital                                -           142


                                       6
<PAGE>

                                                      Three Months Ended
                                                           March 31,
                                                      2000           1999
                                                      ----           ----
                                                    (Amounts in Thousands)

         Revenue                                      $  16         $ 101
         Expenses                                         3             9
         Net Income                                      13            92

         The  equipment  joint  venture was closed during the three months ended
March 31, 2000.

Financing Joint Venture
- -----------------------

         The aggregate  combined  financial  information of the financing  joint
venture is presented as follows:

                                                      Three Months Ended
                                                           March 31,
                                                      2000          1999
                                                      ----          ----
                                                    (Amounts in Thousands)

         Revenue                                      $   -         $   1
         Expenses                                         -            51
         Net Loss                                         -           (50)

         The  financing  joint venture  was closed during the  third quarter  of
1999.


Note 8.  Legal Proceedings.
         -----------------

         On October 28, 1997, a Class Action  Complaint  (the  "Complaint")  was
filed against Phoenix Leasing Inc., Phoenix Leasing Associates, II and III L.P.,
Phoenix   Securities  Inc.  and  Phoenix  American  Inc.  (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 sought  declaratory and other relief  including  accounting,
receivership,  imposition of  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.

         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 "Berger  Action").  Plaintiffs  then dismissed the remaining
claims in  Sacramento  Superior  Court and re-filed  them in a separate  lawsuit
making similar  allegations  (the "Ash Action").

         In the Ash action,  Plaintiffs  have filed a fourth  amended  complaint
which  includes  six causes of action:  breach of fiduciary  duty,  constructive
fraud,  judicial  dissolution of Cash Distribution Fund IV, judicial dissolution
of Cash  Distribution  Fund V,  accounting  and alter ego.  The court  sustained


                                       7
<PAGE>

Defendant's  demurrers  to the first four claims and  Defendants  have  recently
answered the complaint  concerning the remaining  claims.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the  offering  of Cash  Distribution  Fund V.  Defendants  have
answered the complaint and discovery has commenced.  A class has been certified.
The  Plaintiff's  deposition  has  been  taken  and  no  other  depositions  are
scheduled.

         The Companies intend to vigorously defend both actions.

         During the three months ended March 31, 2000 and 1999, the  Partnership
recorded  legal  expenses of  approximately  $0 and  $13,000,  respectively,  in
connection with the above litigation as indemnification to the General Partner.

         The Partnership is not a party to any pending legal  proceedings  which
would have a material adverse impact on its financial position.


                                       8
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

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

Results of Operations

         Phoenix  Leasing Cash  Distribution  Fund V, L.P.  (the  "Partnership")
reported net income of $1,470,000  during the three months ended March 31, 2000,
as compared to net income of $465,000  during the three  months  ended March 31,
1999.

         Total revenues increased by $1,287,000 for the three months ended March
31,  2000,  as compared to the same period in 1999,  primarily as a result of an
increase  in  gain  on  sale  of  securities  and  interest  income  from  notes
receivable.  However,  these  increases were offset by declines in rental income
from operating leases and earned income from finance leases.

         The Partnership reported a gain on sale of securities of $1,240,000 for
the three  months  ended  March 31,  2000,  compared  to  $13,000  in 1999.  The
securities  sold for both  2000 and 1999  consisted  of  common  stock  received
through the exercise of stock  warrants  granted to the  Partnership  as part of
financing  agreements with emerging growth  companies that are publicly  traded.
The  Partnership  received  proceeds of $1,240,000  and $13,000 from the sale of
these  securities  during  the  three  months  ended  March  31,  2000 and 1999,
respectively.  In addition,  at March 31, 2000, the  Partnership  owns shares of
stock and stock warrants in emerging  growth  companies that are publicly traded
with an unrealized gain of approximately $703,000.  These stock warrants contain
certain restrictions, but are generally exercisable within one year.

         Interest income from notes receivable  increased $111,000 for the three
months  ended March 31,  2000,  as  compared  to the same  period in 1999.  This
increase is attributable to new investments made in notes receivable during 1999
and 2000. During the three months ended March 31, 2000, the Partnership made new
investments  in notes  receivable  of $918,000,  compared to $1.5 million of new
investments in notes receivable during the three months ended March 31, 1999.

         Partially offsetting  these increases in gain on sale of securities and
interest income from notes receivable for the three months ended March 31, 2000,
compared to the same period in 1999,  is a decrease in rental  income of $5,000.
The  decrease in rental  income is  attributable  to a decrease in the amount of
equipment  owned.  At March 31, 2000, the  Partnership  owned  equipment with an
aggregate  original cost of  approximately  $13.8 million,  as compared to $21.8
million at March 31, 1999. Another factor contributing to the decrease in rental
income is the  equipment  being held for lease.  Until new  lessees or buyers of
equipment  can be found,  the equipment  will continue to generate  depreciation
expense without any  corresponding  rental income.  The effect of this will be a
reduction of the Partnership  earnings  during this  remarketing  period.  As of
March 31, 2000, the  Partnership  owned  equipment  being held for lease with an
original purchase price of $2,128,000 and a net book value of $102,000, compared
to $4,392,000 and $151,000, respectively, at March 31, 1999. The General Partner
is actively  engaged,  on behalf of the Partnership,  in remarketing and selling
the Partnership's equipment as it becomes available.


                                       9
<PAGE>


         Earned income from  financing  leases  decreased by $61,000  during the
three months ended March 31, 2000,  as compared to the same period in 1999,  due
to  a  decrease  in  the  Partnership's  investment  in  financing  leases.  The
investment in financing  leases was $5 million at March 31, 2000, as compared to
$7 million at March 31, 1999.  The  investment in financing  leases,  as well as
earned income from  financing  leases,  will decrease over the lease term as the
Partnership  amortizes  income  over the life of the lease  using  the  interest
method.  This decrease will be offset in part by a continuous  investment of the
excess cash flows of the Partnership in new leasing  transactions  over the life
of the  Partnership.  During  2000,  the  Partnership  made new  investments  in
financing  leases of $378,000,  compared to $468,000 during 1999.

         Total  expenses for the three months ended March 31, 2000  increased by
$282,000,  as compared to the same period in the previous year. This increase is
due to an  increase  of  $208,000  in the  provision  for losses on  receivables
resulting from the Partnership's increased investment in notes receivable.  This
increase  was  offset by  decreases  in most  other  expenses.  These  decreases
correspond  directly to the  reduction in the amount of  equipment  owned by the
Partnership.

Liquidity and Capital Resources

         The  Partnership's  primary source of liquidity comes from  contractual
obligations with lessees and borrowers for fixed terms at fixed payment amounts.
The future  liquidity of the  Partnership  is dependent  upon the payment of the
Partnership's  contractual  obligations  from its lessees and borrowers.  As the
initial lease terms of the Partnership's short term operating leases expire, the
Partnership  will  re-lease or sell the equipment as it becomes  available.  The
future  liquidity  of the  Partnership  will depend  upon the General  Partner's
success in collecting  the  contractual  amounts owed, as well as re-leasing and
selling the Partnership's equipment when the lease terms expire.

         The cash  generated  from leasing and financing  activities  during the
three  months  ended  March 31,  2000 and 1999 was  $2,426,000  and  $2,417,000,
respectively.  The slight  increase  in cash  generated  is  attributable  to an
increase in payments from notes receivable  offset by a decline in payments from
financing leases.  Payments from notes receivable increased due to the continued
acquisition of notes  receivable  during the years 1999 and 2000.  Payments from
financing  leases  decreased  during 2000,  compared to 1999, as a result of the
Partnership's declining investment in financing leases.

         The  Partnership  may  reinvest the cash  generated  by  operating  and
financing activities in new leasing and financing  transactions over the life of
the  Partnership.  During the three months ended March 31, 2000, the Partnership
acquired  new  equipment  leases  of  $378,000  and  new  investments  in  notes
receivable of $918,000,  as compared to new  investments in equipment  leases of
$468,000 and notes receivable of $1.5 million during the same period in 1999.

         As of March 31, 2000, the  Partnership  owned  equipment being held for
lease with an  original  cost of  $2,128,000  and a net book value of  $102,000,
compared to  $4,392,000  and  $151,000,  respectively,  at March 31,  1999.  The
General  Partner  is  actively  engaged,  on  behalf  of  the  Partnership,   in
remarketing and selling the Partnership's equipment as it becomes available.


         Distributions  from joint ventures increased by $8,000 during the three
months ended March 31, 2000,  compared to the same period in 1999.  The increase
in distributions  from joint ventures for the three months ended March 31, 2000,

                                       10
<PAGE>

compared to the prior year, is attributable to an increase in the amount of cash
available for distribution from one equipment joint venture.

         The cash  distributed  to partners for the three months ended March 31,
2000 was  $1,164,000,  as compared to  $1,074,000  during the three months ended
March 31,  1999.  In  accordance  with the  Partnership  Agreement,  the limited
partners  are entitled to 97% of the cash  available  for  distribution  and the
General Partner is entitled to 3%. As a result,  the limited  partners  received
$1,129,000 and $1,045,000 in  distributions  during the three months ended March
31, 2000 and 1999,  respectively.  The cumulative  distributions  to the Limited
Partners  are  $29,641,000  and  $25,105,000  as of March  31,  2000  and  1999,
respectively.   The  General  Partner  received  $35,000  and  $29,000  in  cash
distributions for the three months ended March 31, 2000 and 1999,  respectively.
The Partnership  anticipates making distributions to partners during 2000 at the
same rate as 1999.

         The cash to be  generated  from  leasing and  financing  operations  is
anticipated to be sufficient to meet the  Partnership's  continuing  operational
expenses.

Impact of the Year 2000 Issue

         The  General  Partner  has  appointed  ResourcePhoenix.com.  (RPC),  an
affiliate of the General  Partner,  to manage its Year 2000  project.

         RPC has a Year 2000 project plan in place and a "Y2K Project  Team" has
been appointed.  The team has identified risks, and has implemented  remediation
procedures for its Year 2000 issues. RPC has budgeted for the necessary changes,
built  contingency  plans,  and has  progressed  along the  scheduled  timeline.
Installation  of all remediation  changes to critical  software and hardware was
completed on November 5, 1999. As of April 30, 2000, RPC has not encountered any
material year 2000  problems with the hardware and software  systems used in our
operations.  In  addition,  none of RPC's  critical  vendors  have  reported any
material  year 2000  problems nor have they  experienced  any decline in service
levels from such vendors.

         RPC will continue to monitor  internal and external  issues  related to
year 2000.

         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  Partnership's  customers  consist of 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.


                                       11
<PAGE>

                 PHOENIX LEASING CASH DISTRIBUTION FUND V, L.P.

                                 March 31, 2000

                          Part II. Other Information.
                                   -----------------

Item 1.  Legal Proceedings.
         -----------------

         On October 28, 1997, a Class Action  Complaint  (the  "Complaint")  was
filed against Phoenix Leasing Inc., Phoenix Leasing Associates, II and III L.P.,
Phoenix   Securities  Inc.  and  Phoenix  American  Inc.  (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 sought  declaratory and other relief  including  accounting,
receivership,  imposition of  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.

         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 "Berger  Action").  Plaintiffs  then dismissed the remaining
claims in  Sacramento  Superior  Court and re-filed  them in a separate  lawsuit
making similar allegations (the "Ash Action").

         In the Ash action,  Plaintiffs  have filed a fourth  amended  complaint
which  includes  six causes of action:  breach of fiduciary  duty,  constructive
fraud,  judicial  dissolution of Cash Distribution Fund IV, judicial dissolution
of Cash  Distribution  Fund V,  accounting  and alter ego.  The court  sustained
Defendant's  demurrers  to the first four claims and  Defendants  have  recently
answered the complaint concerning the remaining claims.

         The Berger  complaint  relates to  alleged  misrepresentations  made in
connection  with the  offering  of Cash  Distribution  Fund V.  Defendants  have
answered the complaint and discovery has commenced.  A class has been certified.
The  Plaintiff's  deposition  has  been  taken  and  no  other  depositions  are
scheduled.

         The Companies intend to vigorously defend both actions.

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


                                       12
<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 V, L.P
                                ---------------------------------------------
                                                 (Registrant)

                                  BY:  PHOENIX LEASING ASSOCIATES II, L.P.
                                       a California limited partnership,
                                       General Partner

                                       BY:  PHOENIX LEASING ASSOCIATES II, INC.
                                            a Nevada corporation,
                                            General Partner


    Date                    Title                              Signature
    ----                    -----                              ---------


May 12, 2000       Senior Vice President                 /S/ GARY W. MARTINEZ
- --------------     and a Director of                     --------------------
                   Phoenix Leasing Associates II, Inc.   (Gary W. Martinez)


May 12, 2000       Vice President, Finance,              /S/ ANDREW N. GREGSON
- --------------     Treasurer and a Director of           ---------------------
                   Phoenix Leasing Associates II, Inc.   (Andrew N. Gregson)



                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                                                           <C>
<PERIOD-TYPE>                                                       3-MOS
<FISCAL-YEAR-END>                                             DEC-31-2000
<PERIOD-END>                                                  MAR-31-2000
<CASH>                                                              5,721
<SECURITIES>                                                          703
<RECEIVABLES>                                                       9,186
<ALLOWANCES>                                                          257
<INVENTORY>                                                             0
<CURRENT-ASSETS>                                                        0
<PP&E>                                                              2,769
<DEPRECIATION>                                                      2,667
<TOTAL-ASSETS>                                                     21,329
<CURRENT-LIABILITIES>                                                   0
<BONDS>                                                                 0
                                                   0
                                                             0
<COMMON>                                                                0
<OTHER-SE>                                                         20,396
<TOTAL-LIABILITY-AND-EQUITY>                                       21,329
<SALES>                                                                 0
<TOTAL-REVENUES>                                                    2,185
<CGS>                                                                   0
<TOTAL-COSTS>                                                         715
<OTHER-EXPENSES>                                                        0
<LOSS-PROVISION>                                                      288
<INTEREST-EXPENSE>                                                      0
<INCOME-PRETAX>                                                     1,470
<INCOME-TAX>                                                            0
<INCOME-CONTINUING>                                                 1,470
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                        1,470
<EPS-BASIC>                                                           .76
<EPS-DILUTED>                                                           0


</TABLE>


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