UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017MARCH 31, 2023 or

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

Commission File Number: 333-108057

COMMONWEALTH INCOME & GROWTH FUND V
(Exact name of registrant as specified in its charter)

Pennsylvania 65-1189593

COMMONWEALTH INCOME & GROWTH FUND V

(Exact name of registrant as specified in its charter)

Pennsylvania

65-1189593

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

17755

4532 US Highway 19 North

Suite 400

Clearwater,200

New Port Richey, FL 33764

34652

(Address, including zip code, of principal executive offices)


(877) 654-1500
 (Registrant’s

(800) 249-3700

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (i) 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, and (ii) has been subject to such filing requirements for the past 90 days:

YESNO No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES. Yes NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "accelerated filer, “large accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Filer

Smaller reporting company

(Do not check if a smaller reporting company.)

Emerging growth company

Indicate by check mark whether the registrant is an emerging growth company (as defined in Rule 12b-2 of the Exchange Act). YES ☐     NO

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESNO



FORM 10-Q

September 30, 2017

March 31, 2023

TABLE OF CONTENTS


PART I

Item 1.

Financial Statements

3

Item 2.

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

17

13

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22

18

Item 4.

Controls and Procedures

22

18

PART II

Item 1.

Legal Proceedings

Commitments and Contingencies

23

19

Item 1A.2.

Risk Factors

Legal Proceedings

24

19

Item 2.2A.

Risk Factors

Item 3.

Unregistered Sales of Equity Securities and Use of Proceeds

24

20

Item 3.4.

Defaults Upon Senior Securities

24

20

Item 4.5.

Mine Safety Disclosures

24

20

Item 5.6.

Other Information

24

20

Item 6.7.

Exhibits

24

20

2

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Commonwealth Income & Growth Fund V
Condensed Balance Sheets
 
 
 
 
 
 
 
 
September 30,
 
 
December 31,
 
 
 
2017
 
 
2016
 
 
 
(unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 $9,934 
 $16,529 
Lease income receivable, net of reserve of approximately
    
    
$10,000 at September 30, 2017 and December 31, 2016
  80,023 
  41,927 
Other receivables
  10,312 
  20,754 
Prepaid expenses
  1,994 
  309 
 
  102,263 
  79,519 
 
    
    
Net investment in finance leases
  39,176 
  66,789 
 
    
    
Equipment, at cost
  6,743,712 
  6,142,862 
Accumulated depreciation
  (5,759,964)
  (5,492,621)
 
  983,748 
  650,241 
 
    
    
Total Assets
 $1,125,187 
 $796,549 
 
    
    
LIABILITIES AND PARTNERS' CAPITAL
    
    
LIABILITIES
    
    
Accounts payable
 $135,912 
 $127,286 
Accounts payable, CIGF, Inc., net
  74,884 
  104,992 
Accounts payable, Commonwealth Capital Corp., net
  272,014 
  249,525 
Other accrued expenses
  54,726 
  16,102 
Unearned lease income
  41,324 
  27,977 
Notes payable
  635,992 
  359,590 
Total Liabilities
  1,214,852 
  885,472 
 
    
    
COMMITMENTS AND CONTINGENCIES
    
    
PARTNERS' CAPITAL (DEFICIT)
    
    
General Partner
  1,000 
  1,000 
Limited Partners
  (90,665)
  (89,923)
Total Partners' Capital (Deficit)
  (89,665)
  (88,923)
 
    
    
Total Liabilities and Partners' Capital (Deficit)
 $1,125,187 
 $796,549 
 
    
    
see accompanying notes to condensed financial statements


Commonwealth Income & Growth Fund V
Condensed Statements of Operations
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
September 30,
 
 
September 30,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Lease
 $164,740 
 $179,717 
 $464,158 
 $537,534 
Interest and other
  3,445 
  1,407 
  5,693 
  4,869 
Gain on sale of equipment
  1,944 
  - 
  2,626 
  35,000 
Total revenue and gain on sale of equipment
  170,129 
  181,124 
  472,477 
  577,403 
 
    
    
    
    
Expenses
    
    
    
    
Operating, excluding depreciation and amortization
  41,445 
  97,145 
  142,254 
  322,888 
Equipment management fee, General Partner
  - 
  - 
  - 
  4,633 
Interest
  6,631 
  3,978 
  14,956 
  14,276 
Depreciation
  120,333 
  126,083 
  324,545 
  447,548 
Amortization of equipment acquisition costs and deferred expenses
  - 
  491 
  - 
  - 
Total expenses
  168,409 
  227,697 
  481,755 
  789,345 
 
    
    
    
    
Other income
    
    
    
    
Gain from insurance recovery
  - 
  - 
  10,863 
  - 
Total other income
  - 
  - 
  10,863 
  - 
 
    
    
    
    
Net income (loss)
 $1,720 
 $(46,573)
 $1,585 
 $(211,942)
 
    
    
    
    
Net income (loss) allocated to Limited Partners
 $1,720 
 $(46,573)
 $1,585 
 $(211,942)
 
    
    
    
    
Net income (loss) per equivalent Limited Partnership unit
 $0.00 
 $(0.04)
 $0.00 
 $(0.17)
 
    
    
    
    
Weighted average number of equivalent Limited Partnership units outstanding during the period
  1,236,386 
  1,236,608 
  1,236,533 
  1,236,608 
 
    
    
    
    
see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 2017
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General
 
 
Limited
 
 
 
 
 
 
 
 
 
 
 
 
Partner
 
 
Partner
 
 
General
 
 
Limited
 
 
 
 
 
 
Units
 
 
Units
 
 
Partner
 
 
Partners
 
 
Total
 
Balance, January 1, 2017
  50 
  1,236,608 
 $1,000 
 $(89,923)
 $(88,923)
Net income
  - 
  - 
  - 
  1,585 
  1,585 
Redemptions
  - 
  (460)
  - 
  (2,610)
  (2,610)
Capital Contribution - CCC
  - 
  - 
  - 
  283 
  283 
Balance, September 30, 2017
  50 
  1,236,148 
 $1,000 
 $(90,665)
 $(89,665)
 
    
    
    
    
    
see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statements of Cash Flow
(unaudited)
 
 
 
 
 
 
 
 
 
Nine months ended
 
 
 
September 30,
 
 
 
2017
 
 
2016
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
 $76,108 
 $(44,756)
 
    
    
Cash flows from investing activities
    
    
Capital expenditures
  (112,497)
  (74,089)
Payments received from finance leases
  26,290 
  28,170 
Net proceeds from the sale of equipment
  5,830 
  40,813 
 
    
    
Net cash used in investing activities
  (80,377)
  (5,106)
 
    
    
Cash flows from financing activities
    
    
Redemptions
  (2,326)
    
Distributions to partners
  - 
  (481)
Net cash used in financing activities
  (2,326)
  (481)
 
    
    
Net decrease in cash and cash equivalents
  (6,595)
  (50,343)
 
    
    
Cash and cash equivalents, beginning of period
  16,529 
  51,344 
 
    
    
Cash and cash equivalents, end of period
 $9,934 
 $1,001 
 
    
    
see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V

Condensed Balance Sheets

(unaudited)

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$-

 

 

$-

 

Lease income receivable, net of reserve of approximately $34,000 at both March 31, 2023 and December 31, 2022

 

 

28,133

 

 

 

57,295

 

Other receivables

 

 

333

 

 

 

333

 

Prepaid expenses

 

 

2,193

 

 

 

2,520

 

 

 

 

30,658

 

 

 

60,148

 

 

 

 

 

 

 

 

 

 

Equipment, at cost

 

 

3,470,113

 

 

 

3,470,113

 

Accumulated depreciation

 

 

(3,424,250)

 

 

(3,413,190)

 

 

 

45,864

 

 

 

56,924

 

Total Assets

 

$76,521

 

 

$117,072

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$131,317

 

 

$146,868

 

Accounts payable, CIGF, Inc.

 

 

267,844

 

 

 

227,781

 

Accounts payable, Commonwealth Capital Corp, net of accounts receivable of approximately $193,500 and $143,000 at March 31, 2023 and December 31, 2022, respectively

 

 

74,743

 

 

 

110,694

 

Unearned lease income

 

 

-

 

 

 

4,470

 

Note payable

 

 

8,658

 

 

 

9,896

 

Total Liabilities

 

 

482,563

 

 

 

499,710

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

PARTNERS' DEFICIT

 

 

 

 

 

 

 

 

General Partner

 

 

1,000

 

 

 

1,000

 

Limited Partners

 

 

(407,042)

 

 

(383,638)

Total Partners' Deficit

 

 

(406,042)

 

 

(382,638)

Total Liabilities and Partners' Deficit

 

$76,521

 

 

$117,072

 

 

 

 

 

 

 

 

 

 

See accompanying notes to these condensed financial statements

3

Table of Contents

Commonwealth Income & Growth Fund V

Condensed Statements of Operations

(unaudited)

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Revenue

 

 

 

 

 

 

Lease

 

$34,520

 

 

$46,094

 

Interest and other

 

 

22

 

 

 

90

 

Sales and property taxes

 

 

1,044

 

 

 

1,277

 

Gain on sale of equipment

 

 

1,750

 

 

 

-

 

Total revenue and gain on sale of equipment

 

 

37,336

 

 

 

47,461

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Operating, excluding depreciation and amortization

 

 

48,517

 

 

 

44,043

 

Interest

 

 

119

 

 

 

179

 

Depreciation

 

 

11,060

 

 

 

17,940

 

Sales and property taxes

 

 

1,044

 

 

 

1,277

 

Total expenses

 

 

60,740

 

 

 

63,439

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(23,404)

 

$(15,978)

 

 

 

 

 

 

 

 

 

Net Loss allocated to Limited Partners

 

$(23,404)

 

$(15,978)

 

 

 

 

 

 

 

 

 

Net Loss per equivalent Limited Partnership unit

 

$(0.02)

 

$(0.01)

Weighted average number of equivalent limited

 

 

 

 

 

 

 

 

 partnership units outstanding during the year

 

 

1,233,036

 

 

 

1,233,548

 

 

 

 

 

 

 

 

 

 

See accompanying notes to these condensed financial statements

4

Table of Contents

Commonwealth Income & Growth Fund V

Condensed Statement of Partners' Capital

For the three months ended March 31, 2023 and 2022

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

 

 

Limited

 

 

 

 

 

 

 

 

 

Partner

 

 

Partner

 

 

General

 

 

Limited

 

 

 

 

 

Units

 

 

Units

 

 

Partner

 

 

Partners

 

 

Total

 

Balance, January 1, 2023

 

 

50

 

 

 

1,233,036

 

 

$1,000

 

 

$(383,638)

 

$(382,638)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,404)

 

 

(23,404)

Redemption

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance March 31, 2023

 

 

50

 

 

 

1,233,036

 

 

$1,000

 

 

$(407,042)

 

$(406,042)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

 

 

Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partner

 

 

Partner

 

 

General

 

 

Limited

 

 

 

 

 

 

 

Units

 

 

Units

 

 

Partner

 

 

Partners

 

 

Total

 

Balance, January 1, 2022

 

 

50

 

 

 

1,233,548

 

 

$1,000

 

 

$(255,496)

 

$(254,496)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(15,978)

 

 

(15,978)

Redemption

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance March 31, 2022

 

 

50

 

 

 

1,233,548

 

 

$1,000

 

 

$(271,474)

 

$(270,474)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to these condensed financial statements

5

Table of Contents

Commonwealth Income & Growth Fund V

Condensed Statements of Cash Flow

(unaudited)

 

 

 

 

 

 

 

 

 

Three months ended March 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(1,750)

 

$(29,058)

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

Net proceeds from the sale of equipment

 

 

1,750

 

 

 

-

 

Net cash provided by investing activities

 

 

1,750

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

-

 

 

 

(29,058)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

-

 

 

 

29,571

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$-

 

 

$513

 

 

 

 

 

 

 

 

 

 

See accompanying notes to these condensed financial statements

6

Table of Contents

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Business

Commonwealth Income & Growth Fund V (the “Partnership”) is a limited partnership organized in the Commonwealth of Pennsylvania in May 2003. The Partnership offered for sale up to 1,250,000 units of the limited partnership at the purchase price of $20 per unit (the “offering”). The Partnership reached the minimum amount in escrow and commenced operations on March 14, 2005. As of February 24, 2006, the Partnership was fully subscribed.

The Partnership used the proceeds of the offering to acquire, own and lease various types of information technology, medical technology, telecommunications technology, inventory management equipment and other similar capital equipment, which is leased primarily to U.S. corporations and institutions.

Commonwealth Capital Corp. (“CCC”), on behalf of the Partnership and other affiliated partnerships, acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships that it manages based on certain risk factors.

The Partnership’s investment objective is to acquire primarily high technology equipment. Information technology has developed rapidly in recent years and is expected to continue to do so. Technological advances have permitted reductions in the cost of information technology processing capacity, speed, and utility. In the future, the rate and nature of equipment development may cause equipment to become obsolete more rapidly. The Partnership also acquires high technology medical, telecommunications and inventory management equipment. The Partnership’s general partner will seek to maintain an appropriate balance and diversity in the types of equipment acquired. The market for high technology medical equipment is growing each year. Generally, this type of equipment will have a longer useful life than other types of technology equipment. This allows for increased re-marketability, if it is returned before its economic or announcement cycle is depleted.

The Partnership’s General Partner is Commonwealth Income & Growth Fund, Inc. (the “General Partner”), a Pennsylvania corporation which is an indirect wholly owned subsidiary of CCC. Approximately ten years after the commencement of operations (the “operational phase”), the Partnership intended to sell or otherwise dispose of all of its equipment; make final distributions to partners, and to dissolve. The Partnership was originally scheduled to end its operational phase on February 4, 2017. During the year ended December 31, 2015, the operational phase was officially extended to December 31, 2020 through an investor proxy vote. The Partnership is expectedintends to terminate on December 31, 2022.

2023.

Liquidity and Going Concern

For the ninethree months ended September 30, 2017,March 31, 2023, the Partnership incurred negative cash flows from operations.  At March 31, 2023, the Partnership has a working capital deficit of approximately $452,000. Such factors raise substantial doubt about the Partnership’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The General Partner electedagreed to forgo distributions and allocations of net income owed to it, and suspended limited partner distributions. The General Partner will reassess the funding of limited partner distributions on a quarterly basis, throughout 2017. The General Partnercontinue to waive certain fees and CCC will also determine ifmay defer certain related party payables owed to them by the Partnership may be deferred (if deemed necessary) in an effort to further increase the Partnership’s cash flow.

Liquidity and Going Concern
The Partnership has incurred recurring losses and has a working capital deficit at September 30, 2017. The Partnership believes it has alleviated these conditions as discussed below. The General Partner and CCC have committed to fund, either through cash contributions and/or forgiveness of indebtedness, any necessary operational cash shortfalls of the Partnership through September 30, 2018. The General Partner and CCC will also determine if related party payables owed to them by the Partnership may be deferred (if deemed necessary) in an effort to further increase the Partnership’s cash flow.
The General Partner will continue to reassess the funding of limited partner distributions throughout 2017 and will continue to waive certain fees if the General Partner determines it is in the best interest of the Partnership to do so. If available cash flow or net disposition proceeds are insufficient to cover the Partnership expenses and liabilities on a short and long term basis, the Partnership may attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits. Additionally, the Partnership will seek to enhance portfolio returns and maximize cash flow through the use of leveraged lease transactions: the acquisition of lease equipment through debt financing. This strategy allowsThe Partnership may also attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits. However, at this time, it is uncertain as to whether the General Partner to acquire additional revenue generating leases thus maximizing overall return.  For the nine months ended September 30, 2017, the Partnership has acquired approximately $657,000 in equipment, of which approximately $545,000 is leveraged.
7
Partner’s plans will be successful.

7

Table of Contents

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented as of any date other than December 31, 20162022 has been prepared from the books and records without audit. The following unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Financial information as of December 31, 20162022 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles to be included in audited financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included. Operating results for the ninethree months ended September 30, 2017March 31, 2023 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2017.

2023.

Disclosure of Fair Value of Financial Instruments

Estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, judgment was necessary to interpret market data and develop estimated fair value.  Cash and cash equivalents, receivables,Receivables, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of September 30, 2017March 31, 2023 and December 31, 20162022 due to the short termshort-term nature of these financial instruments.

The Partnership’s long-term debt consists of notesa note payable, which areis secured by specific equipment and are nonrecourse liabilities of the Partnership. The estimated fair value of this debt at September 30, 2017March 31, 2023 and December 31, 20162022 approximates the carrying value of these instruments, due to the interest rates on the debt approximating current market interest rates. The Partnership classifies the fair value of its notes payable within Level 2 of the valuation hierarchy based on the observable inputs used to estimate fair value.

Cash and cash equivalents

We consider

The Partnership considers cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.

At September 30, 2017,March 31, 2023, cash and cash equivalents was held in two accountsone account maintained at one financial institution with an aggregate balance of approximately $11,000.$200. Bank accounts are federally insured up to $250,000 by the FDIC. At September 30, 2017,March 31, 2023, the total cash bank balance was as follows:

At September 30, 2017
Balance
Total bank balance
$11,000
FDIC insured
(11,000)
Uninsured amount
$-

At March 31, 2023

 

Balance

 

Total bank balance

 

$200

 

FDIC insured

 

 

(200)

Uninsured amount

 

$-

 

The Partnership’s bank balances are fully insured by the FDIC. The Partnership deposits its funds with a Moody's Aaa-Rated banking institution which is one of only three Aaa-Rated banks listed on the New York Stock Exchange. The Partnership has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk. The amount in such accounts will fluctuate throughout 20172023 due to many factors, including cash receipts, equipment acquisitions and interest rates.


Recent Accounting Pronouncements

In OctoberJune 2016, the FASB issued Accounting Standards Update 2016-17— Consolidation(“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 810)326): Interests Held through Related Parties That Are under Common Control.Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.

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In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption.  ASU 2019-10 extended the effective date of ASU 2016-13 until fiscal year beginning after December 15, 2022.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.  The amendments in this Update are effectiveeliminate the accounting guidance for (Troubled Debt Restructurings (TDRs) by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. For public business entities, for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. This standard was adopted January 1, 2017; however, adoption of this ASU had no impact on the Partnership’s financial statements during the nine months ended September 30, 2017.

Recent Accounting Pronouncements Not Yet Adopted
In August 2016, the FASB issued Accounting Standards Update 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments- The amendments in this Update apply to all entities, including both business entitiesrequire that an entity disclose current-period gross writeoffs by year of origination for financing receivables and not-for-profitnet investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. For entities that are required to present a statement of cash flows under Topic 230. Thehave adopted the amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Partnership is currently evaluating the effect that this ASU will have on its financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Section A—Leases: Amendments to the FASB Accounting Standards Codification® Section B—Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification® Section C—Background Information and Basis for Conclusions- Effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for any of the following: A public business entity; A not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market; An employee benefit plan that files financial statements with the U.S. Securities and Exchange Commission (SEC). The new standard requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that entities may elect to apply.  This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. We have begun accumulating the information related to leases and are evaluating our internal processes and controls with respect to lease administration activities. Additionally, our business involves lease agreements with our customers whereby we are the lessor in the transaction. Accounting guidance for lessors is largely unchanged. Our evaluation of this guidance is ongoing and the impact that this new guidance will have on our financial statements has not yet been determined.
In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities-2016-13, the amendments in this Update are effective for fiscal years beginning after December 15, 2017,2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in Update 2016-13, the effective dates for the amendments in this Update are the same as the effective dates in Update 2016-13. The Partnership is currently evaluatingadopted this new guidance, including the effect that this ASU willsubsequent updates to Topic 326 on January 1, 2023 and the adoption did not have ona material impact to its financial statements.
statement upon adoption. For the three months ended March 31, 2023, the Partnership’s finance lease revenue subject to CECL represented less than 1% of total lease revenue.

3. Information Technology, Medical Technology, Telecommunications Technology, Inventory Management Equipment and other Business-Essential Capital Equipment (“Equipment”)

The Partnership is the lessor of equipment under operating leases with periods that generally will range from 12 to 48 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

Remarketing fees are paid to the leasing companies

Gains and losses from which the Partnership purchases leases. These are fees that are earned by the leasing companies when the initial terms of the lease have been met. The General Partner believes that this strategy adds value since it entices the leasing company to remain actively involved with the lessee and encourages potential extensions, remarketing or sale of equipment. This strategy is designed to minimize any conflicts the leasing company may have with a new lessee and may assist in maximizing overall portfolio performance. The remarketing fee is tied into lease performance thresholds and is a factor in the negotiation of the fee. Remarketing fees incurred in connection with lease extensions are accounted for as operating costs. Remarketing fees incurred in connection with the sale of equipment are included in the gain or loss calculations.  For the nine months ended September 30, 2017 and 2016, no remarketing fees were incurred or paid.

9

Gains from the termination of leases are recognized when the lease is modified and terminated concurrently. GainsGain from lease terminationthe sale of equipment included in lease revenue for the ninethree months ended September 30, 2017 and 2016 wereMarch 31, 2023, was approximately $0 and $500, respectively.
$2,000.

CCC, on behalf of the Partnership and on behalf of other affiliated companies and partnerships (“partnerships”), acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various companies based on certain risk factors.

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The Partnership’s share of the cost of the equipment in which it participates with other partnerships at September 30, 2017March 31, 2023 and December 31, 2022 was approximately $3,165,000$1,656,000 and is included in the Partnership’s equipment on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at September 30, 2017March 31, 2023 was approximately $11,456,000.$7,759,000. The Partnership’s share of the outstanding debt associated with this equipment at September 30, 2017March 31, 2023 was approximately $473,000$0 and is included in the Partnership’s notes payable on its balance sheet. The total outstanding debt related to the equipment shared by the Partnership at September 30, 2017March 31, 2023 was approximately $3,379,000.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, 2016 was approximately $4,166,000 and is included in the Partnership’s equipment on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at December 31, 2016 was approximately $10,453,000. The Partnership’s share of the outstanding debt associated with this equipment at December 31, 2016 was approximately $186,000 and is included in the Partnership’s notes payable on its balance sheet. The total outstanding debt related to the equipment shared by the Partnership at December 31, 2016 was approximately $502,000.
$0.

As the Partnership and the other programs managed by the General Partner continue to acquire new equipment for the portfolio, opportunities for shared participation are expected to continue. Sharing in the acquisition of a lease portfolio gives the fund an opportunity to acquire additional assets and revenue streams, while allowing the fund to remain diversified and reducing its overall risk with respect to one portfolio.

The following is a schedule of approximate future minimum rentals on non-cancellable operating leases at September 30, 2017:

 For the period ended December
Amount
Three months ended December 31, 2017
$143,000
Year Ended December 31, 2018
321,000
Year Ended December 31, 2019
218,000
Year Ended December 31, 2020
84,000
Year Ended December 31, 2021
7,000
$773,000
Finance Leases:
The following lists the approximate components of the net investment in direct financing leases: 
 
 
 
September 30, 2017
 
 
December 31, 2016
 
Total minimum lease payments to be received
 $28,000 
 $55,000 
Estimated residual value of leased equipment (unguaranteed)
  13,000 
  17,000 
Less: unearned income
  (2,000)
  (5,000)
Net investment in finance leases
 $39,000 
 $67,000 
10
We assess credit risk for all of our customers, including those that lease under finance leases. This credit risk is assessed using an internally developed model which incorporates credits scores from third party providers and our own customer risk ratings and is periodically reviewed. Our internal ratings are weighted based on the industry that the customer operates in. Factors taken into consideration when assessing risk include both general and industry specific qualitative and quantitative metrics. We separately take in to consideration payment history, open lawsuits, liens and judgments. Typically, we will not extend credit to a company that has been in business for less than 5 years or that has filed for bankruptcy within the same period. Our internally based model may classify a company as high risk based on our analysis of their audited financial statements. Additional considerations of high risk may include history of late payments, open lawsuits and liens or judgments. In an effort to mitigate risk, we typically require deposits from those in this category.
A reserve for credit losses is deemed necessary when payment has not been received for one or more months of receivables due on the equipment held under finance leases. At the end of each period, management evaluates the open receivables due on this equipment and determines the need for a reserve based on payment history and any current factors that would have an impact on payments.
The following table presents the credit risk profile, by creditworthiness category, of our direct finance lease receivables at September 30, 2017:
Risk Level
Percent of Total
Low
  -%
Moderate-Low
  -%
Moderate
  -%
Moderate-High
  100%
High
  -%
Net finance lease receivable
 100%
March 31, 2023:

 For the period ended December

 

Amount

 

Nine months ended December 31, 2023

 

$23,000

 

Year Ended December 31, 2024

 

 

27,500

 

Year Ended December 31, 2025

 

 

9,000

 

 

 

$59,500

 

4. Related Party Transactions

Receivables/Payables

As of September 30, 2017March 31, 2023, and December 31, 2016, we determined that we did not have a need for an allowance for uncollectible accounts associated with any of our finance leases, as the customer payment histories with us, associated with these leases, has been positive, with no late payments.

The following is a schedule of approximate future minimum rentals on non-cancellable finance leases at September 30, 2017:
 
Amount
Three months ended December 31, 2017
 $7,000 
2018
  20,000 
2019
  1,000 
Total
 $28,000 
The Partnership was originally scheduled to end its operational phase on February 4, 2017. During the year ended December 31, 2015, the operational phase was officially extended to December 31, 2020 through an investor proxy vote (see note 1). The Partnership is expected to terminate on December 31, 2022. If the Partnership should terminate, CCC will assume all remaining active leases at their fair market value and related remaining revenue stream and any associated debt obligation for the duration of the remaining lease term.
11
4. Related Party Transactions
Receivables/Payables
As of September 30, 2017 and December 31, 2016,2022, the Company’s related party receivables and payables are short term, unsecured and non-interest bearing.
Nine months ended September 30,
20172016
 
Reimbursable Expenses
 
 
 
 
 
 
Reimbursable expenses, which are charged to the partnership by CCC in connection with the administration and operation of the Partnership, are allocated to the Partnership based upon several factors including, but not limited to, the number of investors, compliance issues, and the number of existing leases. For the nine months ended September 30, 2017 and 2016, “Other LP” expense was charged to the Partnership of approximately $0 and $98,000, respectively.
 $122,000 
 $308,000 
 
    
    
Equipment Management Fee
    
    
Reimbursable expenses, which are charged to the partnership by CCC in connection with the administration and operation of the Partnership, are allocated to the Partnership based upon several factors including, but not limited to, the number of investors, compliance issues, and the number of existing leases. For the nine months ended June 30, 2017 and 2016, equipment management fees of approximately $12,000 and $9,000, respectively, were earned but waived by the General Partner.
 $- 
 $5,000 

Three months ended March 31,

 

2023

 

 

2022

 

Reimbursable Expenses

 

 

 

 

 

 

The General Partner and its affiliates are entitled to reimbursement by the Partnership for the cost of goods, supplies or services obtained and used by the General Partner in connection with the administration and operation of the Partnership from third parties unaffiliated with the General Partner. In addition, the General Partner and its affiliates are entitled to reimbursement of certain expenses incurred by the General Partner and its affiliates in connection with the administration and operation of the Partnership. For the three months ended March 31, 2023 and 2022, the General Partner waived certain reimbursable expenses due to it by the Partnership.  For the three months ended March 31, 2023 and 2022, the Partnership was charged approximately $25,000 and $20,000 in Other LP expense, respectively.

 

$38,000

 

 

$42,000

 

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Equipment Acquisition Fee

The General Partner earned an equipment acquisition fee of 4% of the purchase price of each item of equipment purchased as compensation for the negotiation of the acquisition of the equipment and lease thereof or sale under a conditional sales contract.  For the three months ended March 31, 2023 and 2022, approximately $0 and $0 of acquisition fees were waived by the General Partner, respectively.

$-

$-

Equipment Management Fee

The General Partner is entitled to be paid for managing the equipment portfolio a monthly fee equal to the lesser of (i) the fees which would be charged by an independent third party for similar services for similar equipment or (ii) the sum of (a) two percent of (1) the gross lease revenues attributable to equipment which is subject to full payout net leases which contain net lease provisions plus (2) the purchase price paid on conditional sales contracts as received by the Partnership and (b) 5% of the gross lease revenues attributable to equipment which is subject to operating leases. In an effort to increase future cash flow for the fund our General Partner has elected to waive equipment management fees. For the three months ended March 31, 2023 and 2022, equipment management fees of approximately $1,000 and $2,000 were earned but waived by the General Partner, respectively.

$-

$-

Equipment liquidation Fee

With respect to each item of equipment sold by the General Partner (other than in connection with a conditional sales contract), a fee equal to the lesser of (i) 50% of the competitive equipment sale commission or (ii) three percent of the sales price for such equipment is payable to the General Partner. The payment of such fee is subordinated to the receipt by the limited partners of (i) a return of their net capital contributions and a 10% per annum cumulative return, compounded daily, on adjusted capital contributions and (ii) the net disposition proceeds from such sale in accordance with the Partnership Agreement. Such fee will be reduced to the extent any liquidation or resale fees are paid to unaffiliated parties. During the three months ended March 31, 2023 and 2022, the General Partner waived approximately $53 and $0 of equipment liquidation fees, respectively.

$-

$-

5. Notes Payable


 
September 30, 2017December 31, 2016
Installment note payable to bank; interest at 4.23%, due in quarterly installments of $478, including interest, with final payment in February 2017
  - 
  1,000 
Installment notes payable to bank; interest at 4.23%, due in quarterly installments ranging from $951 to $1,327, including interest, with final payment in March 2017
  - 
  2,000 
Installment note payable to bank; interest at 4.85%, due in monthly installments of $922, including interest, with final payment in March 2017
  - 
  3,000 
Installment note payable to bank; interest at 1.60%, due in monthly installments of $2,286, including interest, with final payment in May 2017
  - 
  11,000 
Installment note payable to bank; interest at 4.23%, due in quarterly installments of $1,991, including interest, with final payment in June 2017
  - 
  4,000 
Installment note payable to bank; interest at 4.23%, due in quarterly installments of $2,711, including interest, with final payment in May 2017
  - 
  5,000 
Installment notes payable to bank; interest at 6.00%, due in monthly installments ranging from $132 to $663, including interest, with final payment in August 2017
  - 
  4,000 
Installment note payable to bank; interest at 4.85%, due in quarterly installments of $1,751, including interest, with final payment in September 2017
  - 
  5,000 
Installment note payable to bank; interest at 4.88%, due in quarterly installments of $1,852, including interest, with final payment in October 2017
  2,000 
  18,000 
Installment note payable to bank; interest at 4.23%, due in quarterly installments of $9,663, including interest, with final payment in February 2018
  19,000 
  47,000 
Installment notes payable to bank; interest at 4.23%, due in quarterly installments of $278, including interest, with final payment in March 2018
  1,000 
  3,000 
Installment notes payable to bank; interest at 4.23%, due in quarterly installments of $278, including interest, with final payment in April 2018
  3,000 
  5,000 
Installment note payable to bank; interest at 4.23% due in quarterly installments of $2,797, including interest, with final payment in June 2018
  8,000 
  16,000 
Installment notes payable to bank; interest at 4.23% due in quarterly installments of $458, including interest, with final payment in September 2018
  2,000 
  3,000 
Installment notes payable to bank; interest at 6.00% due in monthly installments ranging from $132 to $1,479, including interest, with final payment in September 2018
  10,000 
  22,000 
Installment notes payable to bank; interest at 6.00%, due in monthly installments ranging from $803 to $1,216, including interest, with final payment in February 2019
  19,000 
  29,000 
Installment notes payable to bank; interest at 4.23%, due in quarterly installments ranging from $296 to $458, including interest, with final payment in October 2018
  8,000 
  13,000 
Installment note payable to bank; interest at 4.23% due in quarterly installments of $208, including interest, with final payment in November 2018
  1,000 
  2,000 
Installment note payable to bank; interest at 1.80% due in monthly installments of $2,116, including interest, with final payment in February 2019
  36,000 
  54,000 
Installment note payable to bank; interest at 1.80% due in monthly installments of $175, including interest, with final payment in March 2019
  3,000 
  5,000 
Installment notes payable to bank; interest at 1.80% due in monthly installments ranging from $121 to $175, including interest, with final payment in April 2019
  9,000 
  13,000 
Installment note payable to bank; interest at 4.98% due in monthly installments of $2,847, including interest, with final payment in December 2019
  73,000 
  95,000 
Installment note payable to bank; interest at 4.47% due in monthly installments of $2,208, including interest, with final payment in February 2019
  34,000 
  - 
Installment note payable to bank; interest at 5.25% due in quarterly installments of $8,102, including interest, with final payment in December 2019
  68,000 
  - 
Installment note payable to bank; interest at 4.87% due in quarterly installments of $11,897, including interest, with final payment in January 2020
  111,000 
  - 
Installment note payable to bank; interest at 5.56% due in monthly installments of $2,925, including interest, with final payment in June 2020
  89,000 
  - 
Installment note payable to bank; interest at 5.75% due in monthly installments of $857, including interest, with final payment in November 2020
  30,000 
  - 
Installment note payable to bank; interest at 5.31% due in quarterly installments of $4,618, including interest, with final payment in January 2021
  59,000 
  - 
Installment note payable to bank; interest at 4.70% due in monthly installments of $1,360, including interest, with final payment in February 2021
  51,000 
  - 
 
 $636,000 
 $360,000 
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These notes are

Notes payable consisted of the following approximate amounts:

 

 

March 31,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Installment note payable to bank; interest at 5.00% due in monthly installments of $452, including interest, with final payment in November 2024

 

 

9,000

 

 

 

10,000

 

 

 

$9,000

 

 

$10,000

 

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The note is secured by specific equipment with a carrying value of approximately 890,000 as of September 30, 2017$12,000 and areis a nonrecourse liabilitiesliability of the Partnership. As such, the notes donote does not contain any financial debt covenants with which wethe Partnership must comply on either an annual or quarterly basis. Aggregate approximate maturities of notesnote payable for each of the periods subsequent to September 30, 2017March 31, 2023 are as follows:

Amount
Three months ended December 31, 2017
$42,000
Year ended December 31, 2018
296,000
Year ended December 31, 2019
210,000
Year ended December 31, 2020
81,000
Year ended December 31, 2021
7,000
$636,000
The Partnership was originally scheduled to end its operational phase on February 4, 2017. During the year ended December 31, 2015, the operational phase was officially extended to December 31, 2020 through an investor proxy vote (see note 1). The Partnership is expected to terminate on December 31, 2022. If the Partnership should terminate, CCC will assume the obligation related to any remaining notes payable for the duration of the remaining lease term.

During 2015, the General Partner executed a collateralized debt financing agreement on behalf of certain affiliates for a total shared loan amount of approximately $847,000, of which the Partnership’s share was approximately $101,000. The Partnership’s portion of the current loan amount at September 30, 2017 and December 31, 2016 was approximately $29,000 and $55,000, respectively, and is secured by specific equipment under both operating and finance leases. The carrying value of the secured equipment under operating leases at September 30, 2017 and December 31, 2016 is $5,000 and $12,000, respectively. The carrying value of the secured equipment under finance leases at September 30, 2017 and December 31, 2016 is approximately $46,000 and $72,000, respectively.

 

 

Amount

 

Nine months ended December 31, 2023

 

$4,000

 

Year ended December 31, 2024

 

 

5,000

 

 

 

$9,000

 

6. Supplemental Cash Flow Information

No interest or principal on notes payable was paid by the Partnership during 2017the three months ended 2023 and 20162022 because direct payment was made by lessee to the bank in lieu of collection of lease income and payment of interest and principal by the Partnership.

Other noncash activities included in the determination of net loss are as follows:

Nine months ended September 30,
20172016
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank
 $268,000 
 $296,000 
Noncash investing and financing activities include the following:
Nine months ended September 30,2017   
 2016
Debt assumed in conjunction with purchase of equipment
 $545,000 
 $118,000 
At September 30, 2017 and 2016, the Partnership wrote-off fully depreciated equipment of approximately $83,000 and $0, respectively.
15

Three months ended March 31,

 

 2023

 

 

           2022

 

Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank

 

$1,000

 

 

$1,000

 

7. Commitments and Contingencies

Investor Complaint
On November 10, 2015, certain investors (the “Claimants”) of Commonwealth Income & Growth Fund V (“CIGF5”) and Commonwealth Income & Growth Private Fund III (“CIGPF3”) (Collectively referred to as the “Funds”), filed an investor complaint with

FINRA naming CCSC and Ms. Springsteen-Abbott (the “Respondents”).  The Claimants, at the advice and recommendation of their personal financial advisors, purchased limited partnership units in CIGF5 between February 2005 and February 2006 and in CIGPF3 between April 2005 and February 2007.  The Claimants allege that the Respondents did not properly perform their duties as fund manager.  The Funds are not members of FINRA and/or subject to its jurisdiction.

The Respondents filed a complaint on December 23, 2015, against the Claimants in the United States District Court for the District of Maryland to enjoin the Claimants from proceeding with the arbitration and requiring its dismissal.  The Claimants withdrew its complaint with FINRA on July 27, 2016.  On August 1, 2016, the Respondents were granted voluntary dismissal in Federal court given the withdrawal of the FINRA claim.
On September 28, 2016, 23 investors, in addition to the original Claimants (the “Florida Claimants”) filed a complaint in the United States District Court for the Middle District of Florida, Albers et al. v. Commonwealth Capital Corp. et al., Case No. 6:16-cv-01713-Orl-37DCI, against the Partnership, Commonwealth Income & Growth Private Fund I, Commonwealth Income & Growth Private Fund II, CIGPF3 and CIGF5.  The allegation consists of breach of contract, securities fraud, misstatement in the prospectus, fraudulent concealment, negligence, common law fraud (the “Original Complaint”).  On October 18, 2016, the judge dismissed the Original Complaint without prejudice with leave to refile. The judge dismissed the Original Complaint for procedural failures. On October 28, 2016, the Florida Claimants filed an amended complaint that included the original claims with the addition of claims for negligent supervision and breach of industry standards (“Amended Complaint’). On July 17, 2017 the United States Court for the Middle District of Florida dismissed all claims and closed the file.
FINRA

On May 3, 2013, the FINRA Department of Enforcement filed a complaint naming Commonwealth Capital Securities Corp. (“CCSC”) and the owner of the firm, Kimberly Springsteen-Abbott, as respondents; however, on October 22, 2013, FINRA filed an amended complaint that dropped the allegations against CCSC and reduced the scope of the allegations against Ms. Springsteen-Abbott.  The sole remaining charge was that Ms. Springsteen-Abbott had approved the misallocation of some expenses to certain Funds.

Management believes that the expenses at issue include amounts that were proper and that were properly allocated to Funds, and also identified a smaller number of expenses that had been allocated in error, but were adjusted and repaid to the affected Funds when they were identified in 2012.  During the period in question, Commonwealth Capital Corp. (“CCC”) and Ms. Springsteen-Abbott provided important financial support to the Funds, voluntarily absorbed expenses and voluntarily waived fees in amounts aggregating in excess of any questioned allocations.  ThatA Hearing Panel ruled on March 30, 2015, that Ms. Springsteen-Abbott should be barred from the securities industry because the Panel concluded that she allegedly misallocated approximately $208,000 of expenses involving certain Funds over the course of three years.  As such, management has allocatedhad already at that time reallocated back approximately $87,000$151,225 of the $208,000 in(in allegedly misallocated expenses backexpenses) to the affected funds, which was fully documented, as a contingency accrual in CCC’s financial statements and a good faith paymentpayments for the benefit of those Income Funds.
Decisions issued by FINRA's Office

The decision of the Hearing Officers may bePanel was stayed when it was appealed to FINRA's National Adjudicatory Council (NAC)(the “NAC”) pursuant to FINRA Rule 9311.  The NAC Decisionissued a decision that upheld the Panel’s ruling.  Thelower panel’s ruling and the bar took effect on August 23, 2016.  Ms. Springsteen-Abbott appealed the NAC DecisionNAC’s decision to the SEC.U.S. Securities and Exchange Commission (the “SEC”).  On March 31, 2017, the SEC criticized that decision as so flawed that the SEC could not even review it, and remanded the matter back to FINRA for further consideration consistent with the SEC’s remand, but did not suggest any view as to a particular outcome.

On July 21, 2017, FINRA reaffirmed its position on the bar from the securities industry, but reduced the list of 1,840 items totaling $208,000 to a remaining list of 8487 items totaling $36,226 (which includes approximately $30,000 of continuing education expenses for personnel providing services to the Funds), and reduced the proposed fine from $100,000 to $50,000. On August 14, 2017 respondents$50,000, but reaffirmed its position on the bar from the securities industry.  Respondents promptly appealed FINRA’s revised ruling to the SEC.  All the requested or allowed briefs have been filed with the SEC.  Despite offering no additional evidence or legal reasoning from when SEC originally remanded this matter (for FINRA’s opinion being an unreviewably flawed opinion), the SEC upheld FINRA’s new order on February 7, 2020 as to the bar; however, FINRA’s fine was voided.  Ms. Springsteen-Abbott has filed a Petition for Review in the United States Court of Appeals for the District of Columbia Circuit to review a final order entered against her by the U.S. Securities and Exchange Commission.  On February 26, 2021, the United States Court of Appeals for the District of Columbia Circuit, made their ruling.  AsThey dismissed in part and denied in part Ms. Springsteen-Abbott’s petition. This was regardless of November 14, 2017, management believesCCC’s good faith reimbursements made many years ago of the questioned expense items of $208,000 (due to improper documentation), initially claimed misallocations by FINRA, even prior to FINRA’s reducing its final claim to $36,226. 

Prior to the original appeal to the SEC, Ms. Springsteen-Abbott discovered CCC’s required documentation of these items for FINRA review, which FINRA refused to consider, despite such efforts the District Court upheld the bar, despite admittingly not addressing her “due process” rights, for legal administrative procedural reasons.  However, given the SEC’s prior removal of FINRA’s fine and the District Court upholding that final resolutionremoval, the General Partner anticipates that this ruling will not result in any material adverse financial impact onto the Funds, but no assurance can be provided until the legal matter is resolved. Ms. Springsteen-Abbott has filed a Notice of Appeal and Preliminary Statement with the SEC.

16

Funds.

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

FORWARD LOOKING STATEMENTS

This section, as well as other portions of this document, includes certain forward-looking statements about our business and our prospects, tax treatment of certain transactions and accounting matters, sales of securities, expenses, cash flows, distributions, investments and operating and capital requirements. Such forward-looking statements include, but are not limited to: acquisition policies of our general partner; the nature of present and future leases; provisions for uncollectible accounts; the strength and sustainability of the U.S. economy; the continued difficulties in the credit markets and their impact on the economy in general; and the level of future cash flow, debt levels, revenues, operating expenses, amortization and depreciation expenses. You can identify those statements by the use of words such as “could,” “should,” “would,” “may,” “will,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and “contemplate,” as well as similar words and expressions.

Actual results may differ materially from those in any forward-looking statements because any such statements involve risks and uncertainties and are subject to change based upon various important factors, including, but not limited to, nationwide economic, financial, political and regulatory conditions; the health of debt and equity markets, including interest rates and credit quality; the level and nature of spending in the information, medical and telecommunications technologies markets; and the effect of competitive financing alternatives and lease pricing.

Readers are also directed to other risks and uncertainties discussed in other documents we file with the SEC, including, without limitation, those discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 20162022 filed with the SEC. We undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

INDUSTRY OVERVIEW

We invest in various types of domestic information technology equipment leases located solely within the United States. Our investment objective is to acquire primarily high technology equipment. We believe that dealing in high technology equipment is particularly advantageous due to a robust aftermarket. Information technology has developed rapidly in recent years and is expected to continue to do so. Technological advances have permitted reductions in the cost of computer processing capacity, speed, and utility. In the future, the rate and nature of equipment development may cause equipment to become obsolete more rapidly. In an effort to mitigate this risk our portfolio manager attempts to diversify our fund through the acquisition of different types of equipment, staggered lease maturities, various lessees, and businesses located throughout the U.S., and industries served.

We also acquire high technology medical, telecommunications and inventory management equipment. Our General Partner seeks to maintain an appropriate balance and diversity in the types of equipment acquired. The market for high technology medical equipment is growing each year. Generally, this type of equipment has a longer useful life. This allows for increased re-marketability, if it is returned before its economic or announcement cycle is depleted.

The Equipment Leasing and Finance Association’s (ELFA) Monthly Leasing and Finance Index (MLFI-25), which reports economic activity from 25 companies representing a cross section of the $1 trillion equipment finance sector, showed their overall new business volume for SeptemberMarch was $8.7$10.4 billion, down 7%2 percent year-over-year from new business volume in September 2016.March 2022. Volume was up 12% month-to-month32 percent from $7.8$7.9 billion in August. Year to date,February. Year-to-date, cumulative new business volume was up 4%4 percent compared to 2016. 2022.

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Receivables over 30 days were 1.40%, down1.9 percent, up from 1.50%1.8 percent the previous month and downup from 1.50%1.5 percent in the same period in 2016.2022. Charge-offs were 0.40%, down0.32 percent, unchanged from 0.44% the previous month and downup from 0.460.10 percent in the year-earlier period.

Credit approvals totaled 74% in September,75.3, down from 75.3%75.7 percent in August.February. Total headcount for equipment finance companies was up 16.5% year over year, largely attributable to continued acquisition activity at an MLFI reporting company. down 4.6 percent year-over-year.

Separately, the Equipment Leasing & Finance Foundation’s Monthly Confidence Index (MCI-EFI) in April is 47.0, a decrease from the March index of 50.3.

ELFA President and CEO Ralph Petta said, “While originations for Octoberthe month are strong—in the face of a persistently high interest rate and inflationary environment—the metrics that bear monitoring deal with portfolio quality. Delinquencies and losses are up compared to the same period last year, indicating a potential softness in the economy that is 63.7, unchangedmaking it more difficult for lessees to honor their lease and financing obligations.”

Linda Redding, Head of Equipment Finance, J.P. Morgan Commercial Banking, said, “Despite continued economic uncertainty, rising interest rates and other challenges, the equipment finance industry remains resilient, as seen in the increase in cumulative new business volume in the first quarter. The industry continues to demonstrate its viability throughout economic cycles, as there is a consistent need for companies of all industries and sizes to invest in equipment. Times of economic uncertainty can even create unique opportunities for the equipment finance industry, as its flexible solutions can allow businesses to preserve strong liquidity and cash positions when they need them most.”

Our business is directly impacted by factors such as economic, political, and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond our control. Given these circumstances, we believe companies overall, will continue to increasingly turn to leasing, as a financing solution. It is our belief that companies lease business-essential equipment because leasing can provide many benefits to a company. The number one benefit of leasing that we see is that there is no large outlay of cash required. Therefore, companies can preserve their working capital, lease equipment, which is an expense item, have the flexibility to upgrade the equipment when needed, and have no risk of obsolescence. Because we expect leasing to remain an attractive financing solution for American businesses during the next 12 months, we feel that our ability to increase our portfolio size and leasing revenues during that period will remain strong.

We, at Commonwealth, are currently operating business as usual (with our employees working remotely).  We may see a slowdown on new equipment acquisition decisions from September.

Corporate Lessees until the crisis is resolved and businesses can resume their normal operation.  We have no way of knowing what this period of time will be.  We will keep our investors informed of subsequent events.  For information relating to COVID-19 and the overall effects, as expressed by Ralph Petta, President of ELFA (The Equipment Leasing & Finance Association), please refer to elfaonline.org.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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We believe that our critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

See Note 2 to our condensed financial statements included herein for a discussion related to recent accounting pronouncements.
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LEASE INCOME RECEIVABLE

Lease income receivable includes current lease income receivable net of allowances for uncollectible accounts,amounts, if any. The Partnership monitors lease income receivable to ensure timely and accurate payment by lessees. ItsThe Partnership’s Lease Relations department is responsible for monitoring lease income receivable and, as necessary, resolving outstanding invoices. Lease revenue is recognized on a monthly straight-line basis which is in accordance with the terms of the lease agreement.

The Partnership reviews a customer’s credit history before extending credit. When the analysis indicates that the probability of full collection is unlikely, the Partnership may establish an allowance for uncollectible lease income receivable based upon the credit risk of specific customers, historical trends and other information. The Partnership writes off its lease income receivable when it determines that it is uncollectible and all economically sensible means of recovery have been exhausted.

REVENUE RECOGNITION

As

The Partnership is principally engaged in business of September 30, 2017,leasing equipment.  Ancillary to the Partnership’s principal equipment leasing business, the Partnership also sells certain equipment and may offer certain services to support its customers.

The Partnership’s lease transactions are principally accounted for under Topic 842 on January 1, 2019.  Prior to Topic 842, the Partnership accounted for these transactions under Topic 840, Leases (“Topic 840”).   Lease revenue includes revenue generated from leasing equipment to customers, including re-rent revenue, and is recognized as either on a straight line basis or using the effective interest method over the length of the lease contract, if such lease is either an operating lease or finance lease, respectively.

The Partnership’s sale of equipment along with certain services provided to customers is recognized under ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”), which was adopted on January 1, 2018.  Prior to adoption of Topic 606, the Partnership recognized these transactions under ASC Topic 605, Revenue Recognized, and (“Topic 605”).  The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.  The amount of revenue recognized reflects the consideration the Partnership expects to be entitled to in exchange for such products or services.

Through March 31, 2023, the Partnership’s lease portfolio consisted of operating and finance leases. For operating leases, lease revenue is recognized on a straight-line basis in accordance with the terms of the lease agreements.

agreement.  Finance lease interest income is recorded over the term of the lease using the effective interest method. For finance leases, we record, at lease inception, unearned finance lease income which is calculated as follows: total lease payments, plus any residual values and initial direct costs, less the cost of the leased equipment.

Upon the end of the lease term, if the lessee has not met the return conditions as set out in the lease, the Partnership is entitled in certain cases to additional compensation from the lessee. The Partnership’s accounting policy for recording such payments is to treat them as revenue.

Gain

Gains or losses from sales of leased and off leaseoff-lease equipment are recorded on a net basis in the Fund’s condensedPartnership’s Statement of Operations.

 Gains from the termination of leases are recognized when the lease is modified and terminated concurrently.  Our leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.
Gains

Partnership’s accounting policy for sales and property taxes collected from the termination of leaseslessees are recognized whenrecorded in the lease is modifiedcurrent period as gross revenues and terminated concurrently. Gains from lease termination included in lease revenue for the nine months ended September 30, 2017 and 2016 were approximately $0 and $500, respectively.

expenses.

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LONG-LIVED ASSETS

Depreciation on equipment for financial statement purposes is based on the straight-line method estimated generally over useful lives of two to fourfive years. Once an asset comes off lease or is re-leased, the Partnership reassesses the useful life of an asset.

The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. The Partnership determines whether impairment exists by estimating the undiscounted cash flows to be generated by each asset. If the estimated undiscounted cash flows are less than the carrying value of the asset then impairment exists. The amount of the impairment is determined based on the difference between the carrying value and the fair value. Fair value is determined based on estimated discounted cash flows to be generated by the asset, third party appraisals or comparable sales of similar assets, as applicable, based on asset type.

Residual values are determined by management and are calculated using information from both internal and external sources, as well as other economic indicators.
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LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary sourcessource of cash for the ninethree months ended September 30, 2017 wereMarch 31, 2023 was cash provided by operating activities of approximately $76,000, payments received from finance leases of approximately $26,000 andnet proceeds from the sale of computer equipment of approximately $6,000.$2,000.  This compares to the ninethree months ended September 30, 2016March 31, 2022, where ourthe Partnership did not have a primary sourcessource of cash were provided by payments received from finance leases of approximately $28,000 and proceeds from the sale of equipment of approximately $41,000.

cash.

Our primary use of cash for the ninethree months ended September 30, 2017March 31, 2023 and 2022 was for the purchase of new equipment of approximately $112,000.  For the nine months ended September 30, 2016, our primary uses of cash were operating activities of approximately $45,000 and for the purchase of new equipment of approximately $74,000.

As we continue to acquire equipment for the equipment portfolio, operating expenses may increase, but because of our investment strategy of leasing equipment primarily through triple-net leases, we avoid operating expenses related to equipment maintenance or taxes.
For the nine months ended September 30, 2017 cash was used in the purchase of new equipment of approximately $112,000, which includes a net gain of approximately $2,000 and depreciation and amortization expenses of approximately $325,000.  Other non-cash activities included in the determination of net gain include direct payments of lease income by lessees to banks of approximately $268,000 and a gain on sale of equipment in the amount of approximately $3,000.  For the nine months ended September 30, 2016 cash was used in operating activities of approximately $45,000,$2,000 and $29,000, respectively.  For the three months ended March 31, 2023 and March 31, 2022, the Partnership had no financing activities. 

Cash was used in operating activities for the three months ended March 31, 2023 of approximately $2,000 which includes a net loss of approximately $212,000$23,000 and depreciation and amortization expenses of approximately $448,000.$11,000. Other non-cash activities included in the determination of net loss include direct payments of lease income by lessees to banks of approximately $296,000$1,000.  For the three months ended March 31, 2022, cash was used in operating activities of approximately $29,000 which includes net loss of approximately $16,000 and a gain on saledepreciation expenses of equipmentapproximately $18,000. Other non-cash activities included in the amountdetermination of net loss include direct payments of lease income by lessees to banks of approximately $35,000.

During 2015, the General Partner executed a collateralized debt financing agreement on behalf of certain affiliates for a total shared loan amount of approximately $847,000, of which the Partnership’s share was approximately $101,000. The Partnership’s portion of the current loan amount at September 30, 2017 and December 31, 2016 was approximately $29,000 and $55,000, respectively, and is secured by specific equipment under both operating and finance leases. The carrying value of the secured equipment under operating leases at September 30, 2017 and December 31, 2016 is $5,000 and $12,000, respectively. The carrying value of the secured equipment under finance leases at September 30, 2017 and December 31, 2016 is approximately $46,000 and $72,000, respectively.
$1,000. 

We consider cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.

At September 30, 2017,March 31, 2023, cash wasand cash equivalents were held in two accountsone account maintained at one financial institution with an aggregate balance of approximately $11,000.$200. Bank accounts are federally insured up to $250,000 by the FDIC. At September 30, 2017,March 31, 2023, the total cash bank balance was as follows:

At September 30, 2017Balance
Total bank balance
$11,000
FDIC insured
(11,000)
Uninsured amount
$-

At March 31, 2023

 

Balance

 

Total bank balance

 

$200

 

FDIC insured

 

 

(200)

Uninsured amount

 

$-

 

The Partnership’s bank balances are fully insured by the FDIC. The Partnership deposits its funds with a Moody's Aaa-Rated banking institution which is one of only three Aaa-Rated banks listed on the New York Stock Exchange. The Partnership has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk.  The amount in such accounts will fluctuate throughout 20172023 due to many factors, including cash receipts, equipment acquisitions, interest rates, and distributions to limited partners.

Our investment strategy of acquiring equipment and generally leasing it under triple-net leases to operators who generally meet specified financial standards minimizes our operating expenses.  As of September 30, 2017,March 31, 2023, we had future minimum rentals on non-cancelable operating leases of approximately $143,000$23,000 for the balance of the year ending December 31, 20172023 and approximately $630,000$36,500 thereafter.

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As of September 30, 2017, we had future minimum rentals on non-cancelable finance leases of approximately $9,000 for the balance of the year ending DecemberMarch 31, 2017 and approximately $42,000 thereafter.

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As of September 30, 2017,2023, our non-recourse debt was approximately $636,000,$9,000, with interest rates ranging from 1.80% to 6.00%rate of 5.00%, and will be payable through February 2021.
November 2024.

The Partnership was originally scheduled to end its operational phase on February 4, 2017.  During the year ended December 31, 2015, the operational phase was officially extended to December 31, 2020 through an investor proxy vote.  The Partnership is expectedintends to terminate on December 31, 2022.2023.  As such, it is the Partnership willPartnership’s intention to continue to report its financial statements on a going concern basis until a formal plan of liquidation is approved by the General Partner.

As the Partnership and the other programs managed by the General Partner increase their overall portfolio size, opportunities for shared participation are expected to continue. Sharing in the acquisition of a lease portfolio gives the fund an opportunity to acquire additional assets and revenue streams, while allowing the fund to remain diversified and reducing its overall risk with respect to one portfolio. Thus, total shared equipment and related debt should continue to trend higher in fiscal 2017, as

For the three months ended March 31, 2023, the Partnership builds its portfolio.

Ourincurred negative cash flow from operations is expectedflow.  At March 31, 2023, the Partnership has a working capital deficit of approximately $452,000. Such factors raise substantial doubt about the Partnership’s ability to continue to be adequate to cover all operating expenses and liabilities during the next 12-month period. If available cash flow or net disposition proceeds are insufficient to cover our expenses and liabilities onas a short and long term basis, we will attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits.
going concern.

The General Partner elected to forgo distributions and allocations of net income owed to it, and suspended limited partner distributions for the ninethree months ended September 30, 2017.March 31, 2023.  The General Partner will continue to reassess the funding of limited partner distributions throughout 20172023 and will continue to waive certain fees if the General Partner determines it is in the best interest of the Partnership to do so.  If available cash flow or net disposition proceeds are insufficient to cover the Partnership expenses and liabilities on a short and long termlong-term basis, the Partnership may attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits.

The General Partner and CCC have committed to fund, either through cash contributions and/or forgiveness of indebtedness, any necessary operational cash shortfalls of the Partnership through June 30, 2018.

The General Partner will continue to reassess the funding of limited partner distributions throughout 20172023 and will continue to waive certain fees if the General Partner determines it is in the best interest of the Partnership to do so.fees. If available cash flow or net disposition proceeds are insufficient to cover the Partnership expenses and liabilities on a short and long termlong-term basis, the Partnership may attempt to obtain additional funds by disposing of or refinancing equipment, or by borrowing within its permissible limits.  Additionally, the Partnership will seek to enhance portfolio returns and maximize cash flow through the use of leveraged lease transactions;transactions: the acquisition of lease equipment through debt financing.  This strategy allows the General Partner to acquire additional revenue generating leases without the use of investor funds thus maximizing overall return.

RESULTS OF OPERATIONS

Three months ended September 30, 2017March 31, 2023 compared to three months ended September 30, 2016

March 31, 2022

Lease Revenue

Our lease revenue decreased to approximately $165,000$35,000 for the three months ended September 30, 2017,March 31, 2023, from approximately $180,000$46,000 for the three months ended September 30, 2016.March 31, 2022. This revenue decrease is primarily due to morea decrease in active lease agreements ending versus new lease agreements being acquired.

as described below.

The Partnership had 7813 and 8415 active operating leases during the three months ended September 30, 2017March 31, 2023 and 2016,2022, respectively. The declinedecrease in number of active leases is consistent with the overall decrease in lease revenue. Management expectsdoes not expect to addacquire new leases to our portfolio throughoutin the remainder of 2017, funded primarily through debt financing. Asfuture as the Partnership's operational phase of the Partnership has beenwas extended to December 31, 2020, management will continue to seek lease opportunities to enhance portfolio returns and cash flow.

20
2023 with the expectation of ending December 31, 2023. 

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Sale of Equipment

For the three months ended September 30, 2017,March 31, 2023, the Partnership soldsoled fully depreciated equipment with a net book value of approximately $3,000$0 for a net gain of approximately $2,000.  For the three months ended September 30, 2016,March 31, 2022, the Partnership sold equipment with net book value of approximately $4,000 for a net loss of approximately $500.

did not sell any equipment.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership.  These expenses decreasedincreased to approximately $41,000$49,000 for the three months ended September 30, 2017,March 31, 2023, from approximately $97,000$44,000 for the three months ended September 30, 2016.March 31, 2022.  This increase is primarily attributable to a decreasean increase in accounting fees of approximately $9,000 and other LP expenses of approximately $29,000,$5,000, partially offset by a decrease in legal feestemporary services expenses of approximately $23,000$6,000, a decrease in partnership taxes of approximately $2,000 and a decrease in accounting feesoutside office services expenses of approximately $3,000.

$1,000.

Equipment Management Fees

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 2.5%5% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee was waived for the three months ended September 30, 2017 as well as for the three months ended September 30, 2016.

Depreciationleases and Amortization Expenses
Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $120,000 for the three months ended September 30, 2017, from approximately $126,000 for the three months ended September 30, 2016.  This decrease is primarily due to significant leases that became fully depreciated, partially offset by new equipment acquisitions.
Net Income
For the three months ended September 30, 2017, we recognized revenue of approximately $170,000 and expenses of approximately $168,000, resulting in a net gain of approximately $2,000.  For the three months ended September 30, 2016, we recognized revenue of approximately $181,000 and expenses of approximately $228,000, resulting in a net loss of approximately $47,000. This change in net gain is due to the changes in revenue and expenses as described above.
Nine months ended September 30, 2017 compared to nine months ended September 30, 2016
Lease Revenue
Our lease revenue decreased to approximately $464,000 for the nine months ended September 30, 2017, from approximately $538,000 for the nine months ended September 30, 2016.  This decrease was primarily due to the replacement of matured leases with newly acquired leases generating less in revenue.
The Partnership had 82 operating leases during both thenine months ended September 30, 2017 and 2016. Management expects to add new leases to our portfolio throughout the remainder of 2017, funded primarily through debt financing. As the operational phase of the Partnership has been extended to December 31, 2020, management will continue to seek lease opportunities to enhance portfolio returns and cash flow.

Sale of Equipment
The Partnershipsold equipment with net book value of approximately $3,000 for the nine months ended September 30, 2017 for a net gain of approximately $3,000.  This compared to equipment sold for the nine months ended September 30, 2016 with net book value of approximately $6,000, for a net gain of approximately $35,000.
Operating Expenses
Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses decreased to approximately $142,000 for the nine months ended September 30, 2017, from approximately $323,000 for the nine months ended September 30, 2016.  This decrease is primarily attributable to a decrease in other LP expenses of approximately $98,000, a decrease in legal fees of approximately $74,000, a decrease in accounting fees of approximately $15,000 and a decrease in IT related accounting expenses of approximately $4,000.
Equipment Management Fees
We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 2.5%2% of the gross lease revenue attributable to equipment that is subject to operatingfinance leases.  TheFor the three months ended March 31, 2023 and 2022, the equipment management fee decreased to approximately $0 for the nine months ended September 30, 2017 from approximately $5,000 for the nine months ended September 30, 2016.  This decline is consistent with the decrease in overall lease revenue and the waiving of equipment management fees by the General Partner effective in the second quarter of 2016.
was waived.

Depreciation and Amortization Expenses

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expensesequipment.  This expense decreased to approximately $325,000$11,000 for the ninethree months ended September 30, 2017,March 31, 2023, from $448,000$18,000 for the ninethree months ended September 30, 2016.March 31, 2022.  This decrease is primarilywas due to significantthe higher frequency in the termination of leases that becameand equipment being fully depreciated partially offset byas compared to the acquisition of new equipment acquisitions.

leases for the three months ended March 31, 2023.

Net Income

Loss

For the ninethree months ended September 30, 2017,March 31, 2023, we recognized revenue of approximately $472,000$37,000, expenses of approximately $482,000 and an insurance recovery of approximately $11,000,$61,000, resulting in net loss of approximately $1,000.$23,000.  For the ninethree months ended September 30, 2016,March 31, 2022, we recognized revenue of approximately $577,000 and$47,000, expenses of approximately $789,000,$63,000, resulting in net loss of approximately $212,000.$16,000.  This change into a net gainloss is due to the changes in revenue and expenses as described above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A

Item 4. Controls and Procedures

Our

The Company’s management, under the supervision and with the participation of the General Partner’s ChiefCompany’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of ourthe Company’s disclosure controls and procedures related to our reporting(as such term is defined in Rules 13a-15(e) and disclosure obligations15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.Report. Based on such evaluation, the General Partner’s ChiefCompany’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of September 30, 2017, ourthe end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures are effective in ensuringwere temporarily rendered non-effective to provide reasonable assurance that information relating to us whichthat it is required to be discloseddisclose in our periodic reports filed or submitted underthat the Securities Exchange Act of 1934Company files with the SEC is (a) recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.

During the period covered by this report, management determined the filing delay of financial information for the period was a result of a contractual dispute with a third-party financial vendor which provides information necessary for completion of audit process for the filing of the 10K, which thereby resulted in the Securities and Exchange Commission’s rules and forms, and (b) accumulated and communicateddelay of the 10Q.  Specifically, we were unable to management, includingconduct a timely reconciliation of all accounts until resolution of the General Partner’s Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in the Partnership’saforesaid dispute.  As a result, we have concluded that our internal control over financial reporting during the second quarter of 2017 thatwas not effective for this period.  We have materially affected or are reasonably likelytaken steps to materially affect itsremediate this issue and improve our internal control over financial reporting.


  However, we cannot assure you that these steps will be successful or that we will not identify additional material weaknesses in the future.

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Part II: OTHER INFORMATION

Item 1. Commitments and Contingencies

N/A

Item 2. Legal Proceedings

Investor Complaint
On November 10, 2015, certain investors (the “Claimants”) of Commonwealth Income & Growth Fund V (“CIGF5”) and Commonwealth Income & Growth Private Fund III (“CIGPF3”) (Collectively referred to as the “Funds”), filed an investor complaint with

FINRA naming CCSC and Ms. Springsteen-Abbott (the “Respondents”).  The Claimants, at the advice and recommendation of their personal financial advisors, purchased limited partnership units in CIGF5 between February 2005 and February 2006 and in CIGPF3 between April 2005 and February 2007.  The Claimants allege that the Respondents did not properly perform their duties as fund manager.  The Funds are not members of FINRA and/or subject to its jurisdiction.

The Respondents filed a complaint on December 23, 2015, against the Claimants in the United States District Court for the District of Maryland to enjoin the Claimants from proceeding with the arbitration and requiring its dismissal.  The Claimants withdrew its complaint with FINRA on July 27, 2016.  On August 1, 2016, the Respondents were granted voluntary dismissal in Federal court given the withdrawal of the FINRA claim.
On September 28, 2016, 23 investors, in addition to the original Claimants (the “Florida Claimants”) filed a complaint in the United States District Court for the Middle District of Florida, Albers et al. v. Commonwealth Capital Corp. et al., Case No. 6:16-cv-01713-Orl-37DCI, against the Partnership, Commonwealth Income & Growth Private Fund I, Commonwealth Income & Growth Private Fund II, CIGPF3 and CIGF5.  The allegation consists of breach of contract, securities fraud, misstatement in the prospectus, fraudulent concealment, negligence, common law fraud (the “Original Complaint”).  On October 18, 2016, the judge dismissed the Original Complaint without prejudice with leave to refile. The judge dismissed the Original Complaint for procedural failures. On October 28, 2016, the Florida Claimants filed an amended complaint that included the original claims with the addition of claims for negligent supervision and breach of industry standards (“Amended Complaint’). On July 17, 2017 the United States Court for the Middle District of Florida dismissed all claims and closed the file.
FINRA

On May 3, 2013, the FINRA Department of Enforcement filed a complaint naming Commonwealth Capital Securities Corp. (“CCSC”) and the owner of the firm, Kimberly Springsteen-Abbott, as respondents; however, on October 22, 2013, FINRA filed an amended complaint that dropped the allegations against CCSC and reduced the scope of the allegations against Ms. Springsteen-Abbott.  The sole remaining charge was that Ms. Springsteen-Abbott had approved the misallocation of some expenses to certain Funds.

Management believes that the expenses at issue include amounts that were proper and that were properly allocated to Funds, and also identified a smaller number of expenses that had been allocated in error, but were adjusted and repaid to the affected Funds when they were identified in 2012.  During the period in question, Commonwealth Capital Corp. (“CCC”) and Ms. Springsteen-Abbott provided important financial support to the Funds, voluntarily absorbed expenses and voluntarily waived fees in amounts aggregating in excess of any questioned allocations.  ThatA Hearing Panel ruled on March 30, 2015, that Ms. Springsteen-Abbott should be barred from the securities industry because the Panel concluded that she allegedly misallocated approximately $208,000 of expenses involving certain Funds over the course of three years.  As such, management has allocatedhad already at that time reallocated back approximately $87,000$151,225 of the $208,000 in(in allegedly misallocated expenses backexpenses) to the affected funds, which was fully documented, as a contingency accrual in CCC’s financial statements and a good faith paymentpayments for the benefit of those Income Funds.
Decisions issued by FINRA's Office

The decision of the Hearing Officers may bePanel was stayed when it was appealed to FINRA's National Adjudicatory Council (NAC)(the “NAC”) pursuant to FINRA Rule 9311.  The NAC Decisionissued a decision that upheld the Panel’s ruling.  Thelower panel’s ruling and the bar took effect on August 23, 2016.  Ms. Springsteen-Abbott appealed the NAC DecisionNAC’s decision to the SEC.U.S. Securities and Exchange Commission (the “SEC”).  On March 31, 2017, the SEC criticized that decision as so flawed that the SEC could not even review it, and remanded the matter back to FINRA for further consideration consistent with the SEC’s remand, but did not suggest any view as to a particular outcome.

On July 21, 2017, FINRA reaffirmed its position on the bar from the securities industry, but reduced the list of 1,840 items totaling $208,000 to a remaining list of 8487 items totaling $36,226 (which includes approximately $30,000 of continuing education expenses for personnel providing services to the Funds), and reduced the proposed fine from $100,000 to $50,000. On August 14, 2017 respondents$50,000, but reaffirmed its position on the bar from the securities industry.  Respondents promptly appealed FINRA’s revised ruling to the SEC.  All the requested or allowed briefs have been filed with the SEC.  Despite offering no additional evidence or legal reasoning from when SEC originally remanded this matter (for FINRA’s opinion being an unreviewably flawed opinion), the SEC upheld FINRA’s new order on February 7, 2020 as to the bar; however, FINRA’s fine was voided.  Ms. Springsteen-Abbott has filed a Petition for Review in the United States Court of Appeals for the District of Columbia Circuit to review a final order entered against her by the U.S. Securities and Exchange Commission.  On February 26, 2021, the United States Court of Appeals for the District of Columbia Circuit, made their ruling.  AsThey dismissed in part and denied in part Ms. Springsteen-Abbott’s petition. This was regardless of November 14, 2017, management believesCCC’s good faith reimbursements made many years ago of the questioned expense items of $208,000 (due to improper documentation), initially claimed misallocations by FINRA, even prior to FINRA’s reducing its final claim to $36,226. 

Prior to the original appeal to the SEC, Ms. Springsteen-Abbott discovered CCC’s required documentation of these items for FINRA review, which FINRA refused to consider, despite such efforts the District Court upheld the bar, despite admittingly not addressing her “due process” rights, for legal administrative procedural reasons.  However, given the SEC’s prior removal of FINRA’s fine and the District Court upholding that final resolutionremoval, the General Partner anticipates that this ruling will not result in any material adverse financial impact onto the Funds, but no assurance can be provided until the legal matter is resolved. Ms. Springsteen-Abbott has filed a Notice of Appeal and Preliminary Statement with the SEC.

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Funds.

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Table of Contents

Item 1A. Risk Factors

N/A
Item 2. 3. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3. 4. Defaults Upon Senior Securities

N/A

Item 4. 5. Mine Safety Disclosures

N/A

Item 5. Other Information
NONE

Item 6. Other Information

NONE

Item 7. Exhibits

31.1 THE RULE 15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
31.2 THE RULE 15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
32.1 SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
32.2 SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
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31.1

THE RULE 15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

31.2

THE RULE 15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

32.1

SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

32.2

SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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Table of Contents

SIGNATURES

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

COMMONWEALTH INCOME & GROWTH FUND V

BY: COMMONWEALTH INCOME & GROWTH FUND,

INC., General Partner

June 27, 2023

November 14, 2017

By: /s//s/ Kimberly A. Springsteen-Abbott

Date

Kimberly A. Springsteen-Abbott

Chief Executive Officer

And Principal Financial Officer

Commonwealth Income & Growth Fund, Inc.

 
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November 14, 2017
By: /s/ Lynn A. Whatley
DateLynn A. Whatley
Executive Vice President, Chief Operating Officer
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