CAPITAL PREFERRED YIELD FUND III L P
10-Q, 1998-11-13
EQUIPMENT RENTAL & LEASING, NEC
Previous: CAI WIRELESS SYSTEMS INC, 10-Q, 1998-11-13
Next: SOUTHERN FINANCIAL BANCORP INC /VA/, 10-Q, 1998-11-13






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(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, 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                              33-44158
                       ---------------------------------------------------------

                     Capital Preferred Yield Fund-III, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                    84-1248907
       -----------------------              ------------------------------------
       (State of organization)              (I.R.S. Employer Identification No.)

 7175 West Jefferson Avenue, Suite 4000
               Lakewood, Colorado                        80235   
- ----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (303) 980-1000
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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      .
                                       -----    -----

                        Exhibit Index appears on Page 15

                               Page 1 of 16 Pages



<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          Quarterly Report on Form 10-Q
                              For the Quarter Ended
                               September 30, 1998


                                Table of Contents
                                -----------------


PART I.   FINANCIAL INFORMATION                                            PAGE
                                                                           ----
     Item 1.  Financial Statements (Unaudited)

              Balance Sheets - September 30, 1998 and December 31, 1997      3

              Statements of Income - Three and Nine Months Ended
              September 30, 1998 and 1997                                    4

              Statements of Cash Flows - Nine Months Ended
              September 30, 1998 and 1997                                    5

              Notes to Financial Statements                                 6-8

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                           9-13


PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings                                              14

     Item 6.  Exhibits and Reports on Form 8-K                               14

              Exhibit Index                                                  15

              Signature                                                      16



                                        2

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                 BALANCE SHEETS



                                     ASSETS


                                                    September 30,   December 31,
                                                       1998             1997
                                                    -------------   ------------
                                                     (Unaudited)

Cash and cash equivalents                           $ 3,786,623      $ 2,813,686
Accounts receivable                                   1,099,084        1,044,068
Receivable from related party                             5,342            6,523
Equipment held for sale or re-lease                     702,287          506,197
Net investment in direct finance leases               4,103,187        3,326,833
Leased equipment, net                                41,565,855       46,193,567
                                                    -----------      -----------

     Total assets                                   $51,262,378      $53,890,874
                                                    ===========      ===========


                       LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
     Accounts payable and accrued liabilities       $   896,568      $   687,727
     Payables to affiliates                              44,326           39,276
     Rents received in advance                          984,239          632,478
     Distributions payable to partners                  440,798          441,650
     Discounted lease rentals                        15,010,447       15,828,174
                                                    -----------      -----------

Total liabilities                                    17,376,378       17,629,305
                                                    -----------      -----------

Partners' capital:
     General partner                                          -                -
     Limited partners:
         Class A                                     33,465,472       35,818,106
         Class B                                        420,528          443,463
                                                    -----------      -----------

Total partners' capital                              33,886,000       36,261,569
                                                    -----------      -----------

Total liabilities and partners' capital             $51,262,378      $53,890,874
                                                    ===========      ===========

   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                              STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                         Three Months Ended              Nine Months Ended
                                                            September 30,                   September 30,           
                                                    ---------------------------     -----------------------------
                                                       1998             1997            1998            1997      
                                                    -----------     -----------     ------------     ------------
<S>                                                <C>             <C>             <C>              <C>         
REVENUE:
  Operating lease rentals                           $ 4,371,142     $ 4,627,126     $ 13,060,808     $ 14,083,922
  Direct finance lease income                           146,859          92,109          385,356          283,584
  Equipment sales margin                                185,727         567,588          401,600        1,476,487
  Interest income                                        35,169          28,929          122,965           84,759
                                                    -----------     -----------     ------------     ------------

     Total revenue                                    4,738,897       5,315,752       13,970,729       15,928,752
                                                    -----------     -----------     ------------     ------------

EXPENSES:
  Depreciation                                        3,405,018       3,280,891       10,066,646       10,474,920
  Management fees to general partner                    109,962         100,199          321,445          318,145
  Direct services from general partner                   52,994          40,828          147,721           89,384
  General and administrative                             61,624          50,416          206,379          159,959
  Interest on discounted lease rentals                  284,241         324,429          837,215        1,151,115
  Provision for losses                                   25,000         100,000          725,000          150,000
                                                    -----------     -----------     ------------     ------------

     Total expenses                                   3,938,839       3,896,763       12,304,406       12,343,523
                                                    -----------     -----------     ------------     ------------

NET INCOME                                          $   800,058     $ 1,418,989     $  1,666,323     $  3,585,229
                                                    ===========     ===========     ============     ============

NET INCOME ALLOCATED:
  To the general partner                            $    13,181     $    13,265     $     39,574     $     39,847
  To the Class A limited partners                       778,930       1,391,537        1,610,309        3,509,596
  To the Class B limited partner                          7,947          14,187           16,440           35,786
                                                    -----------     -----------     ------------     ------------

                                                    $   800,058     $ 1,418,989     $  1,666,323     $  3,585,229
                                                    ===========     ===========     ============     ============

  Net income per weighted average Class A
       limited partner unit outstanding             $      1.58     $      2.81     $       3.27     $       7.07
                                                    ===========     ===========     ============     ============

  Weighted average Class A limited
    partner units outstanding                           492,297         495,948         492,632           496,220
                                                    ===========     ===========     ===========      ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       Nine Months Ended
                                                                          September 30,
                                                                  -------------------------------
                                                                     1998               1997       
                                                                  ------------      -------------

<S>                                                               <C>               <C>         
NET CASH PROVIDED BY OPERATING ACTIVITIEs                          $ 18,530,217      $  19,396,833
                                                                   ------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment on operating leases from affiliate          (5,651,734)        (5,219,336)
  Investment in direct finance leases, acquired from affiliate       (2,286,569)           (50,602)
                                                                   ------------      -------------
Net cash used in investing activities                                (7,938,303)        (5,269,938)
                                                                   ------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from discounted lease rentals                              1,728,059                  -
  Principal payments on discounted lease rentals                     (7,304,291)        (8,287,137)
  Redemptions of Class A limited partner units                          (84,481)          (116,865)
  Distributions to partners                                          (3,958,264)        (3,986,097)
                                                                   ------------      -------------
Net cash used in financing activities                                (9,618,977)       (12,390,099)
                                                                   ------------      -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                               972,937          1,736,796

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      2,813,686            798,140
                                                                   ------------      -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $  3,786,623      $   2,534,936
                                                                   ============      =============

Supplemental disclosure of cash flow information - Interest paid
  on discounted lease rentals                                      $    837,215      $   1,151,115
Supplemental disclosure of noncash investing and financing
  activities - Discounted lease rentals assumed in equipment
  acquisitions                                                        4,758,505             97,600

</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation
     ---------------------

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information and the  instructions to Form 10-Q and Rule 10-01 of
     Regulation S-X. Accordingly, they do not include all of the information and
     disclosures required by generally accepted accounting principles for annual
     financial   statements.   In  the  opinion  of  the  General  Partner,  all
     adjustments   (consisting  of  normal  recurring  adjustments)   considered
     necessary for a fair presentation have been included.  The balance sheet at
     December  31,  1997 was  derived  from  the  audited  financial  statements
     included in the  Partnership's  1997 Form 10-K.  For  further  information,
     refer to the financial statements of Capital Preferred Yield Fund-III, L.P.
     (the "Partnership"),  and the related notes,  included in the Partnership's
     Annual Report on Form 10-K for the year ended December 31, 1997, previously
     filed with the Securities and Exchange Commission.

     RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 130,  Reporting  Comprehensive  Income
     ("Statement  130"),  which  requires  comprehensive  income to be displayed
     prominently  within  the  financial  statements.  Comprehensive  income  is
     defined  as  all  recognized   changes  in  equity  during  a  period  from
     transactions and other events and circumstances except those resulting from
     investments  by owners and  distributions  to owners.  Net income and items
     that  previously  have been  recorded  directly  in equity are  included in
     comprehensive  income.   Statement  130  affects  only  the  reporting  and
     disclosure  of  comprehensive  income  but does not affect  recognition  or
     measurement  of  income.  Statement  130  is  effective  for  fiscal  years
     beginning after December 15, 1997, with earlier application permitted.  The
     Partnership  adopted  Statement  130 in the  first  quarter  of  1998.  The
     adoption did not have an impact on its financial reporting.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 131,  Disclosures about Segments of an
     Enterprise  and  Related  Information   ("Statement  131").  Statement  131
     provides  guidance for reporting  information  about operating  segments in
     annual financial  statements and requires reporting of selected information
     about operating  segments in interim financial reports of public companies.
     An operating  segment is defined as a component of a business  that engages
     in business activities from which it may earn revenue and incur expenses, a
     component whose operating  results are regularly  reviewed by the company's
     chief  operating  decision  maker,  and  a  component  for  which  discrete
     financial information is available.  Statement 131 establishes quantitative
     thresholds for determining  operating segments of a company.  Statement 131
     is  effective  for fiscal years  beginning  after  December 15, 1997,  with
     earlier application permitted. The Partnership adopted Statement 131 in the
     first quarter of 1998. The adoption did not have an impact on its financial
     reporting.


                                        6

<PAGE>

                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


2.   Transactions With the General Partner and Affiliates
     ----------------------------------------------------

     DIRECT SERVICES FROM GENERAL PARTNER

     The  General  Partner  and  an  affiliate  provide   accounting,   investor
     relations,  billing, collecting, asset management, and other administrative
     services to the Partnership. The Partnership reimburses the General Partner
     for these services  performed on its behalf as permitted under the terms of
     the Partnership Agreement.  At September 30, 1998, direct services from the
     General Partner of $7,488 are included in payables to affiliates.

     MANAGEMENT FEES TO GENERAL PARTNER

     In accordance with the Partnership  Agreement,  the General Partner earns a
     management  fee  in  connection  with  its  management  of  the  equipment,
     calculated as a percentage of the monthly gross rentals received,  and paid
     monthly in arrears.  At September 30, 1998,  management fees of $36,838 are
     included in payable to affiliates.

     GENERAL AND ADMINISTRATIVE EXPENSES

     The General  Partner and an affiliate are reimbursed for the actual cost of
     administrative  expenses paid on behalf of Partnership per the terms of the
     Partnership Agreement.

     RECEIVABLE FROM RELATED PARTY

     The General  Partner  collects and applies rental  payments to the lessee's
     account with the  Partnership,  for those lessees who remit directly to the
     General   Partner.   The  rental  payments  are  then  transferred  to  the
     Partnership,  eliminating the receivable from related party balance. At the
     end of September  1998,  $5,391  rents were applied by the General  Partner
     that were transferred to the Partnership in October 1998.

     EQUIPMENT PURCHASES

     During the nine months ended September 30, 1998, the  Partnership  acquired
     the equipment described below from Capital Associates  International,  Inc.
     ("CAII"):

<TABLE>
<CAPTION>

                                                                                              Acquisition         Total
                                               Equipment                    Cost of             Fees and         Equipment
               Lessee                         Description                  Equipment         Reimbursements   Purchase Price
     ---------------------------        -------------------------         ------------       --------------   --------------

    <S>                                <C>                               <C>                    <C>           <C>         
     Breckenridge                       Forklifts                         $     99,157           $   3,436     $    102,593
     Collins Industry                   Office automation                      118,920               4,121          123,041
     Consolidated Diesel Company        Forklifts                               11,811                 409           12,220
     Darigold Incorporated              Forklifts                               11,495                 398           11,893
     
                                                             7

<PAGE>


                                          CAPITAL PREFERRED YIELD FUND-III, L.P.

                                               NOTES TO FINANCIAL STATEMENTS
                                                        (Unaudited)

2.   Transactions With the General Partner and Affiliates, continued
     ----------------------------------------------------

     EQUIPMENT PURCHASES, (continued)

                                                                                              Acquisition         Total
                                               Equipment                    Cost of             Fees and         Equipment
               Lessee                         Description                  Equipment         Reimbursements   Purchase Price
     ---------------------------        -------------------------         ------------       --------------   --------------

     Digital Audio                      Printing equipment                $     91,334           $   3,165     $     94,499
     E-Trade Group Incorporated         Furniture                              899,629              31,172          930,801
     General Motors Corporation         Dry vans                                39,440               1,367           40,807
     General Motors Corporation         Forklifts                            1,770,720              61,355        1,832,076
     GM Powertrain Division             Forklifts                              287,985               9,979          297,964
     HK System Inc.                     Communication equipment                 73,986               2,564           76,550
     ICI Americas Inc.                  Networking equipment                    25,176                 872           26,048
     Lenmark International, Inc.        Conveyor system                        113,132               3,920          117,052
     Lenmark International, Inc.        Printed circuit board                  567,600              19,667          587,267
     Lucent Technology                  CPU's DEC                               39,848               1,381           41,229
     Lucent Technology                  Desktop personal computer            1,519,350              52,645        1,571,996
     Lucent Technology                  Forklifts                              127,401               4,414          131,815
     Metris Direct Inc                  Networking equipment                    59,324               2,056           61,379
     Mitchell International             Personal computers                   1,382,045              47,888        1,429,933
     Moog Incorporated                  Personal computers                   1,693,170              58,668        1,751,838
     New York State Electric            Desktop computers                      523,809              18,333          542,143
     New York State Electric            Personal computers                   1,159,117              40,569        1,199,686
     Oakland University                 PBX systems                            497,555              17,414          514,969
     Parke-Davis Pharmaceuticals        Medical equipment                      101,730               3,525          105,255
     Parke-Davis Pharmaceuticals        Research equipment                      93,921               3,254           97,176
     Philips Digital Video Systems      Desktop personal computer               45,960               1,593           47,553
     Polo Ralph Lauren Corporation      Desktop computers                      152,165               5,326          157,490
     Polo Ralph Lauren Corporation      PBX systems                             76,114               2,664           78,778
     Polo Ralph Lauren Corporation      Peripheral printers                     33,805               1,183           34,988
     Polo Ralph Lauren Corporation      Personal computers                     195,021               6,826          201,846
     Sony Electronics                   Forklifts                               53,808               1,864           55,672
     Thomson Industries Inc.            Machine tools                           67,983               2,356           70,339
     Thomson industries, Inc.           Personal computers                      31,952               1,107           33,059
     Treasure Chest Advertising Co.     Forklifts                               80,741               2,798           83,538
     Williams Sonoma                    Point-of-sale equipment                191,210               6,625          197,835
     Xerox                              Office automation                       34,291               1,189           35,480
                                                                          ------------           ---------     ------------

         Total                                                            $ 12,270,705           $ 426,103     $ 12,696,808
                                                                          ============           =========     ============

</TABLE>


     At September 30, 1998,  the General  Partner had  identified  approximately
     $200,000  of  additional   equipment  that   satisfied  the   Partnership's
     acquisition  criteria.  The  Partnership  expects to acquire this equipment
     during the remainder of 1998.

                                        8

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

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

Results of Operations
- ---------------------

Presented below are schedules  (prepared  solely to facilitate the discussion of
results of  operations  that  follows)  showing  condensed  statements of income
categories and analyses of changes in those  condensed  categories  derived from
the Statements of Income:

<TABLE>
<CAPTION>

                                          Condensed Statements                       Condensed Statements
                                             of Income for         The Effect on         of Income for        The Effect on
                                           the Three Months         Net Income          the Nine Months         Net Income
                                          Ended September 30,       of Changes        Ended September 30,       of Changes
                                      ---------------------------    Between      --------------------------     Between
                                          1998           1997        Periods         1998          1997          Periods
                                      ------------   ------------  -------------  -----------  -------------  -------------

<S>                                  <C>            <C>            <C>           <C>           <C>           <C>          
Leasing margin                        $   828,742    $ 1,113,915    $ (285,173)   $ 2,542,303   $ 2,741,471   $   (199,168)
Equipment sales margin                    185,727        567,588      (381,861)       401,600     1,476,487     (1,074,887)
Interest income                            35,169         28,929         6,240        122,965        84,759         38,206
Management fees to general partner       (109,962)      (100,199)       (9,763)      (321,445)     (318,145)        (3,300)
Direct services from general partner      (52,994)       (40,828)      (12,166)      (147,721)      (89,384)       (58,337)
General and administrative                (61,624)       (50,416)      (11,208)      (206,379)     (159,959)       (46,420)
Provision for losses                      (25,000)      (100,000)       75,000       (725,000)     (150,000)      (575,000)
                                      -----------    -----------    ----------    -----------   -----------   ------------
Net income                            $   800,058    $ 1,418,989    $ (618,931)   $ 1,666,323   $ 3,585,229   $ (1,918,906)
                                      ===========    ===========    ==========    ===========   ===========   ============

</TABLE>


LEASING MARGIN

Leasing margin consists of the following:

<TABLE>
<CAPTION>

                                                      Three Months Ended                Nine Months Ended
                                                         September 30,                     September 30,
                                                 -----------------------------    -----------------------------
                                                    1998             1997             1998             1997 
                                                 ------------    ------------     ------------     ------------

<S>                                             <C>             <C>              <C>             <C>          
Operating lease rentals                          $  4,371,142    $  4,627,126     $ 13,060,808    $  14,083,922
Direct finance lease income                           146,859          92,109          385,356          283,584
Depreciation                                       (3,405,018)     (3,280,891)     (10,066,646)     (10,474,920)
Interest expense on discounted lease rentals         (284,241)       (324,429)        (837,215)      (1,151,115)
                                                 ------------    ------------     ------------    -------------

   Leasing margin                                $    828,742    $  1,113,195     $  2,542,303    $   2,741,471
                                                 ============    ============     ============    =============

   Leasing margin ratio                                    18%             24%              19%              19%
                                                           ==              ==               ==               ==

</TABLE>


Leasing margin ratio will vary due to changes in the portfolio, including, among
other things,  the mix of operating  leases versus direct  finance  leases,  the
average maturity of leases comprising the portfolio,  the average residual value
of leases in the portfolio, and the amount of discounted lease rentals financing
the portfolio.



                                        9

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued


Results of Operations, continued
- ---------------------

LEASING MARGIN, continued

Operating lease rentals  decreased for the three and nine months ended September
30, 1998 ("1998 Quarter and 1998 Period",  respectively)  because more equipment
subject  to  operating  leases  was  sold  than  purchased  during  the  period.
Depreciation  expense  increased  for the 1998  Quarter  due to a lower  average
residual value on the equipment subject to operating leases,  while it decreased
for the 1998 Period because of the net reduction in operating  leases  discussed
above. Direct finance lease income increased due to growth in the net investment
in direct finance leases. Interest expense on discounted lease rentals decreased
as the related non-recourse debt was repaid.

The ultimate rate of return on leases depends, in part, on interest rates at the
time the leases are originated,  as well as future equipment values and on-going
lessee  creditworthiness.   Because  leasing  is  an  alternative  to  financing
equipment  purchases with debt,  lease rates tend to rise and fall with interest
rates (although lease rate movements  generally lag interest rate changes in the
capital markets).

EQUIPMENT SALES MARGIN

Equipment sales margin consists of the following:

                             Three Months Ended           Nine Months Ended
                                September 30,               September 30,
                          -------------------------   -------------------------
                             1998          1997          1998           1997
                          -----------   -----------   -----------   -----------

Equipment sales revenue   $ 1,668,352   $ 1,817,339   $ 4,132,204   $ 5,046,749
Cost of equipment sales    (1,482,625)   (1,249,751)   (3,730,604)   (3,570,262)
                          -----------   -----------   -----------   -----------
  Equipment sales margin  $   185,727   $   567,588   $   401,600   $ 1,476,487
                          ===========   ===========   ===========   ===========

Currently,  a portion of the  Partnership's  initial leases have expired and the
equipment  is either  being  released  or sold to the  lessee or a third  party.
Equipment  sales margin  decreased for the 1998 Quarter and 1998 Period compared
to the  1997  Quarter  and  1997  Period  primarily  due to the  composition  of
equipment that was sold. The Partnership sold certain mining,  manufacturing and
printing equipment at a lower fair market value than originally anticipated.

INTEREST INCOME

Interest income increased due to an increase in invested cash during the quarter
ended  September 30, 1998.  Interest income varies due to (1) the amount of cash
available for investment (pending  distribution or equipment  purchases) and (2)
the interest rate on such invested cash.

                                       10

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued


Results of Operations, continued
- ---------------------

PROVISION FOR LOSSES

The  remarketing  of  equipment  for an amount  greater  than its book  value is
reported  with  equipment  sales  margin (if the  equipment  is sold) or leasing
margin  (if the  equipment  is  re-leased).  The  realization  of less  than the
carrying value of equipment (which is typically not known until the equipment is
remarketed at the termination of the lease) is recorded as provision for losses.

Residual values are established equal to the estimated value to be received from
the equipment following termination of the lease. In estimating such values, the
Partnership considers all relevant facts regarding the equipment and the lessee,
including,  for  example,  the  likelihood  that the lessee  will  re-lease  the
equipment.  The nature of the  Partnership's  leasing  activities is that it has
credit and residual value exposure and,  accordingly,  in the ordinary course of
business,  it will incur losses from those exposures.  The Partnership  performs
on-going    quarterly    assessments    of   its   assets   to   identify    any
other-than-temporary losses in value.

Accordingly,  a provision  for loss of $725,000 was recorded for the nine months
ended  September 30, 1998. Of this amount,  $160,000 is related to the estimated
decline in residual  value on earth moving and  warehouse  automation  equipment
returned to the partnership at lease maturity and $350,000 is primarily  related
to losses realized on the sales of certain  manufacturing and printing equipment
at a lower fair market value than originally anticipated.  In addition, computer
equipment  which has been held for sale or re-lease  for over a year was written
down to recognize a decline in its fair market  value.  The balance is comprised
of  provision  for  loss  on  other  miscellaneous  equipment  returned  to  the
Partnership at lease maturity.


Liquidity & Capital Resources
- -----------------------------

The Partnership funds its operating activities principally with cash from rents,
discounted lease rentals  (non-recourse  debt),  interest  income,  and sales of
off-lease  equipment.  Available cash and cash reserves of the  Partnership  are
invested  in  short-term   government  securities  pending  the  acquisition  of
equipment or distribution to the partners.

During the nine months  ended  September  30,  1998,  the  Partnership  acquired
equipment   subject  to  leases  with  a  total  equipment   purchase  price  of
$12,696,808.   At  September  30,  1998,  the  General  Partner  had  identified
approximately  $200,000 of additional equipment that satisfied the Partnership's
acquisition  criteria.  The Partnership expects to acquire this equipment during
the remainder of 1998.




                                       11

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued


Liquidity & Capital Resources, continued
- -----------------------------

During the nine months  ended  September  30,  1998,  the  Partnership  declared
distributions  to the partners of $3,957,411  ($440,798 of which was paid during
October  1998).  A  substantial  portion of such  distributions  is  expected to
constitute  a return of capital.  Distributions  may be  characterized  for tax,
accounting and economic purposes as a return of capital,  a return on capital or
a portion of both. The portion of each cash  distribution  which exceeds its net
income for the fiscal  period may be deemed a return of capital  for  accounting
purposes.  However,  the total  percentage of a partnership's  return on capital
over its life will only be  determined  after all  residual  cash  flows  (which
include  proceeds from the re-leasing and sale of equipment)  have been realized
at the termination of the partnership.

The General Partner believes that the Partnership will generate  sufficient cash
flows  from  operations  during  the  remainder  of 1998,  to (1)  meet  current
operating  requirements,  (2) fund  cash  distributions  to Class A and  Class B
limited partners at annualized rates of 10.5% (portions of which are expected to
constitute returns of capital),  and (3) reinvest in additional  equipment under
leases, provided that suitable equipment can be identified and acquired.

YEAR 2000 ISSUES

An affiliate provides accounting and other  administrative  services,  including
data  processing  services to the  Partnership.  The  affiliate  has conducted a
comprehensive  review of its computer  systems to identify systems that could be
affected  by the Year 2000  issue.  The Year 2000 issue  results  from  computer
programs  being  written  using  two  digits  rather  than  four to  define  the
applicable year.  Certain computer programs which have  time-sensitive  software
could  recognize  a date using "00" as the year 1900  rather than the year 2000.
This could result in major system  failures or  miscalculations.  Certain of the
affiliate's  software has already been updated to correctly account for the Year
2000  issue.  In  addition,  the  affiliate  is engaged in a system  conversion,
whereby the affiliate's  primary lease tracking and accounting software is being
replaced  with new systems which will account for the Year 2000  correctly.  The
affiliate  expects that the new system will be fully operational by December 31,
1999,  and therefore will be fully Year 2000  compliant.  The affiliate does not
expect any other changes required for the Year 2000 to have a material effect on
its financial position or results of operations.  As such, the affiliate has not
developed any specific  contingency  plans in the event it fails to complete the
conversion to a new system by December 31, 1999. In addition, the affiliate does
not expect any Year 2000 issues  relating to its customers and vendors to have a
material effect on its financial position or results of operations.

New Accounting Pronouncements
- -----------------------------

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting for Derivative  Instruments and Hedging Activities ("Statement 133").
Statement 133  establishes  accounting  and reporting  standards for  derivative
instruments and for hedging activities. It requires that an entity recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value. Statement 133 is effective
for  fiscal  years  beginning  after June 15,  1999,  with  earlier  application
permitted.

                                       12

<PAGE>


                      CAPITAL PREFERRED YIELD FUND-IV, L.P.

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued


New Accounting Pronouncements, continued
- -----------------------------

The  Partnership  will adopt  Statement  133 in the first  quarter of 1999.  The
General  Partner does not expect the adoption to have an impact on its financial
reporting.

"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
- --------------------------------------------------------------------------------
1995
- ----

The statements  contained in this report which are not  historical  facts may be
deemed  to  contain  forward-looking  statements  with  respect  to events,  the
occurrence of which involve risks and uncertainties,  and are subject to factors
that could cause actual future  results to differ both  adversely and materially
from currently anticipated results, including,  without limitation, the level of
lease originations, realization of residual values, the availability and cost of
financing  sources and the ultimate  outcome of any contract  disputes.  Certain
specific risks associated with particular aspects of the Partnership's  business
are  discussed  under  Results of Operations in this report and under Results of
Operations in the 1997 Form 10-K when and where applicable.

                                       13

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                     PART II

                                OTHER INFORMATION



Item 1.    Legal Proceedings

           The Partnership is involved in routine legal  proceedings  incidental
           to the conduct of its business.  The General Partner believes none of
           these legal  proceedings  will have a material  adverse effect on the
           financial condition or operations of the Partnership.


Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits

           (b)  The  Partnership did not file any reports on Form 8-K during the
                quarter ended September 30, 1998.


                                       14
<PAGE>



Item No.                              Exhibit Index
- --------                              -------------

27             Financial Data Schedule


  
                                       15

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                    Signature



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                     By:  CAI Equipment Leasing IV Corp.


Dated:  November 13, 1998            By:  /s/Anthony M. DiPaolo
                                          ---------------------------------
                                          Anthony M. DiPaolo
                                          Senior Vice President




                                       16


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
The  schedule  contains  summary  financial   information   extracted  from  the
consolidated  balance  sheets  and  consolidated  statements  of  income  and is
qualified in its entirety by reference to such financial statements.
</LEGEND>

       
<S>                                         <C>
<PERIOD-TYPE>                                9-MOS     
<FISCAL-YEAR-END>                            DEC-31-1998  
<PERIOD-END>                                 SEP-30-1998 
<CASH>                                         3,786,623
<SECURITIES>                                           0
<RECEIVABLES>                                  1,104,426 
<ALLOWANCES>                                           0
<INVENTORY>                                      702,287
<CURRENT-ASSETS>                                       0 
<PP&E>                                        41,565,855 
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                51,262,378 
<CURRENT-LIABILITIES>                                  0
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                    33,886,000 
<TOTAL-LIABILITY-AND-EQUITY>                  51,262,378 
<SALES>                                          401,600
<TOTAL-REVENUES>                              13,970,729
<CGS>                                                  0
<TOTAL-COSTS>                                 12,304,406
<OTHER-EXPENSES>                                 469,166
<LOSS-PROVISION>                                 725,000
<INTEREST-EXPENSE>                               837,215
<INCOME-PRETAX>                                1,666,323
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                            1,666,323 
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                   1,666,323
<EPS-PRIMARY>                                       3.27
<EPS-DILUTED>                                       3.27
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission