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 MARCH 31, 2019 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 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
17755 US Highway 19 North
Suite 400
Clearwater, FL 33764
(Address, including zip code, of principal executive offices)
(877) 654-1500
(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:
YES ☒ 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 ☒ 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 ☐ | 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). YES ☐ NO ☒
FORM 10-Q
March 31, 2019
TABLE OF CONTENTS
PART I |
Item 1. | Financial Statements | 3
|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 16 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 |
Item 4. | Controls and Procedures | 21 |
PART II |
Item 1. | Legal Proceedings | 22 |
Item 1A. | Risk Factors | 23 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
Item 3. | Defaults Upon Senior Securities | 23 |
Item 4. | Mine Safety Disclosures | 23 |
Item 5. | Other Information | 23 |
Item 6. | Exhibits | 23 |
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Commonwealth Income & Growth Fund V |
Condensed Balance Sheets |
|
| | |
| | |
| | |
ASSETS | | |
Cash and cash equivalents | $11,603 | $19,695 |
Lease income receivable, net of reserve of approximately $10,000 at March 31, 2019 and December 31, 2018, respectively | 154,416 | 114,375 |
Other receivables | 1,055 | 4,133 |
Prepaid expenses | 665 | 1,165 |
| 167,739 | 139,368 |
| | |
Net investment in finance leases | 13,441 | 21,334 |
| | |
Equipment, at cost | 4,594,630 | 4,665,356 |
Accumulated depreciation | (4,125,598) | (4,113,846) |
| 469,032 | 551,510 |
Total Assets | $650,212 | $712,212 |
| | |
LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL | | |
| | |
LIABILITIES | | |
Accounts payable | $158,934 | $173,998 |
Accounts payable, CIGF, Inc. | 22,732 | 22,732 |
Accounts payable, Commonwealth Capital Corp, net | 189,534 | 202,146 |
Other accrued expenses | 14,281 | 2,979 |
Unearned lease income | 31,617 | 19,894 |
Notes payable | 244,213 | 303,642 |
Total Liabilities | 662,136 | 725,391 |
| | |
COMMITMENTS AND CONTINGENCIES | | |
PARTNERS' (DEFICIT) CAPITAL | | |
General Partner | 1,000 | 1,000 |
Limited Partners | (12,099) | (14,179) |
Total Partners' (Deficit) Capital | (11,099) | (13,179) |
Total Liabilities and Partners' (Deficit) Capital | $650,212 | $712,212 |
| | |
see accompanying notes to condensed financial statements |
Commonwealth Income & Growth Fund V |
Condensed Statements of Operations |
|
| |
| Three Months Ended March 31, |
| | |
Revenue | | |
Lease | $127,826 | $151,512 |
Interest and other | 333 | 1,022 |
Gain on sale of equipment | 374 | 6,132 |
Total revenue and gain on sale of equipment | 128,533 | 158,666 |
| | |
Expenses | | |
Operating, excluding depreciation and amortization | 42,635 | 53,915 |
Interest | 3,799 | 6,838 |
Depreciation | 80,019 | 104,840 |
Total expenses | 126,453 | 165,593 |
| | |
| | |
Net Income (Loss) | $2,080 | $(6,927) |
| | |
Net Income (Loss) allocated to Limited Partners | $2,080 | $(6,927) |
| | |
Net Income (Loss) per equivalent Limited Partnership unit | $0.00 | $(0.01) |
Weighted average number of equivalent limited | | |
partnership units outstanding during the year | 1,236,148 | 1,236,148 |
| | |
see accompanying notes to condensed financial statements |
Commonwealth Income & Growth Fund V |
Condensed Statement of Partners' (Deficit) Capital |
For the three months ended March 31, 2019 |
(unaudited) |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Balance, January 1, 2019 | 50 | 1,236,148 | $1,000 | $(14,179) | $(13,179) |
Net Income | - | - | $- | $2,080 | $2,080 |
Balance March 31, 2019 | 50 | 1,236,148 | $1,000 | $(12,099) | $(11,099) |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Balance, January 1, 2018 | 50 | 1,236,148 | $1,000 | $(71,280) | $(70,280) |
Net loss | - | - | $- | $(6,927) | $(6,927) |
Balance March 31, 2018 | 50 | 1,236,148 | $1,000 | $(78,207) | $(77,207) |
| | | | | |
see accompanying notes to condensed financial statements |
Commonwealth Income & Growth Fund V |
Condensed Statements of Cash Flow |
(unaudited) |
| | |
| | |
| Three months ended March 31, |
| | |
| | |
Net cash (used in) provided by operating activities | $(15,608) | $148 |
| | |
Investing activities: | | |
Payments from finance leases | -
| 8,636 |
Net proceeds from the sale of equipment | 7,516 | 7,160 |
Net cash provided by investing activities | 7,516
| 15,796 |
| | |
Net (decrease) increase in cash and cash equivalents | (8,092) | 15,944 |
| | |
Cash and cash equivalents at beginning of period | 19,695 | 12,338 |
| | |
Cash and cash equivalents at end of period | $11,603 | $28,282 |
| | |
see accompanying notes to condensed financial statements |
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 expected to terminate on December 31, 2022.
For the first quarter of 2019, the General Partner elected to forgo distributions and allocations of net income owed to it, and suspended limited partner distributions for the three months ended March 31, 2019. The General Partner will reassess the funding of limited partner distributions on a quarterly basis, throughout 2019. 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.
Liquidity and Going Concern
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 May 15, 2020. The General Partner will continue to reassess the funding of limited partner distributions throughout 2019 and will continue to waive certain fees. The General Partner and CCC will also determine if related party payables owed to the Partnership may be deferred (if deemed necessary) in an effort to further increase the Partnership’s cash flow. 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.
The Partnership has incurred recurring losses and has a working capital deficit at March 31, 2019. The Partnership believes it has alleviated these conditions as discussed above. Allocations of income and distributions of cash are based on the Agreement.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial information presented as of any date other than December 31, 2018 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, 2018 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 three months ended March 31, 2019 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2019.
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, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of March 31, 2019 and December 31, 2018 due to the short term nature of these financial instruments.
The Partnership’s debt consists of notes payable, which are secured by specific equipment and are nonrecourse liabilities of the Partnership. The estimated fair value of this debt at March 31, 2019 and December 31, 2018 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 cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.
At March 31, 2019, cash and cash equivalents were held in one account maintained at one financial institution with a balance of approximately $13,000. Bank accounts are federally insured up to $250,000 by the FDIC. At March 31, 2019, the total cash bank balance was as follows:
At March 31, 2019 | |
Total bank balance | $13,000 |
FDIC insured | (13,000) |
Uninsured amount | $- |
The Partnership’s bank balance is 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 its account, and believes it is not exposed to any significant credit risk. The amount in the account will fluctuate throughout 2019 due to many factors, including cash receipts, equipment acquisitions, interest rates, and distribution to limited partners.
Recent Accounting Pronouncements Adopted
In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which is expected to reduce a lessor’s implementation and ongoing costs associated with applying the new leases standard. The ASU also clarifies a specific lessor accounting requirement. Specifically, this ASU addresses the following issues facing lessors when applying the leases standard: Sales taxes and other similar taxes collected from lessees, certain lessor costs paid directly by lessees and recognition of variable payments for contracts with lease and non-lease components. The Partnership concluded, upon adoption of this update that there was no significant change to their accounting.
In March 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. Additionally, our business involves lease agreements with our customers whereby we are the lessor in the transaction. Accounting guidance for lessors is largely unchanged. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We adopted Topic 842 at the required adoption date of January 1, 2019. We used the package of practical expedients permitted under the transition guidance that allowed us not to reassess: (1) lease classification for expired or existing leases and (2) initial direct costs for any expired or existing leases. We did not recognize an adjustment to the opening balance of partner’s capital upon adoption.
Recent Accounting Pronouncements Not Yet Adopted
In March 2019, the FASB issued Accounting Standards Update No. 2019-01, Leases (Topic 842) Codification Improvements — Effective for fiscal years beginning after December 15, 2019, 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 amendments in this Update include the following items brought to the Board’s attention through those interactions with stakeholders:
●
Determining the fair value of the underlying asset by lessors that are not manufacturers or dealers (Issue 1).
●
Presentation on the statement of cash flows—sales-type and direct financing leases (Issue 2).
●
Transition disclosures related to Topic 250, Accounting Changes and Error Corrections (Issue 3).
Our evaluation of this guidance is ongoing and the impact that this new ASU will have on our financial statements has not yet been determined.
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 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 three months ended March 31, 2019 and 2018, no remarketing fees were incurred or paid.
Gains from the termination of leases are recognized when the lease is modified and terminated concurrently. Gains from lease termination included in lease revenue for the three months ended March 31, 2019 and 2018 were approximately $0 and $0, respectively.
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.
The Partnership’s share of the cost of the equipment in which it participates with other partnerships at March 31, 2019 was approximately $2,705,000 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 March 31, 2019 was approximately $9,798,000. The Partnership’s share of the outstanding debt associated with this equipment at March 31, 2019 was approximately $172,000 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 March 31, 2019 was approximately $1,435,000.
The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, 2018 was approximately $3,567,000 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, 2018 was approximately $12,260,000. The Partnership’s share of the outstanding debt associated with this equipment at December 31, 2018 was approximately $218,000 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, 2018 was approximately $1,696,000.
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 March 31, 2019:
For the period ended December | |
Nine months ended December 31, 2019 | $181,000 |
Year Ended December 31, 2020 | 97,000 |
Year Ended December 31, 2021 | 13,000 |
| $291,000 |
| |
Finance Leases:
The following lists the approximate components of the net investment in direct financing leases:
| | |
Total minimum lease payments to be received | $12,000 | $15,000 |
Estimated residual value of leased equipment (unguaranteed) | 2,000 | 7,000 |
Less: unearned income | (1,000) | (1,000) |
Net investment in finance leases | $13,000 | $21,000 |
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 includes both general and industry specific qualitative and quantitative metrics. We separately take into 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 March 31, 2019:
Risk Level | | Percent of Total |
Low | | | -% |
Moderate-Low | | | -% |
Moderate | | | -% |
Moderate-High | | | 100% |
High | | | -% |
Net finance lease receivable | | | 100% |
As of March 31, 2019 and December 31, 2018, 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 March 31, 2019:
| |
Nine months ended December 31, 2019 | $6,000 |
2020 | 6,000 |
Total | $12,000 |
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.
4. Related Party Transactions
Receivables/Payables
As of March 31, 2019 and December 31, 2018, the Company’s related party receivables and payables are short term, unsecured and non-interest bearing.
Three months ended March 31, | | |
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, 2019 and 2018, the General Partner waived certain reimbursable expenses due to it by the Partnership. For the three months ended both March 31, 2019 and 2018, the Partnership was charged approximately $0 in Other LP expense. | $29,000 | $27,000 |
| | |
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% and 2% of the gross lease revenues attributable to equipment which is subject to operating leases, respectively. In an effort to increase future cash flow for the fund our General Partner had elected to reduce the percentage of equipment management fees paid to it from 5% to 2.5% of the gross lease revenues attributable to equipment which is subject to operating leases. The reduction was effective beginning in July 2010 and remained in effect for the three months ended March 31, 2019 and 2018. For the three months ended March 31, 2019 and 2018, equipment management fees of approximately $3,000 and $4,000 were earned but were waived by the General Partner, respectively. | $- | $- |
5. Notes Payable
Notes payable consisted of the following approximate amounts:
| | |
| | |
Installment note payable to bank; interest at 4.47% due in monthly installments of $2,208, including interest, with final payment in February 2019 | - | 2,000 |
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 | - | 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 | - | 4,000 |
Installment note payable to bank; interest at 1.80% due in monthly installments of $175, including interest, with final payment in March 2019 | - | 1,000 |
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 | - | 2,000 |
Installment note payable to bank; interest at 4.98% due in monthly installments of $2,847, including interest, with final payment in December 2019 | 25,000 | 33,000 |
Installment note payable to bank; interest at 5.25% due in quarterly installments of $8,102, including interest, with final payment in December 2019 | 24,000 | 31,000 |
Installment note payable to bank; interest at 4.87% due in quarterly installments of $11,897, including interest, with final payment in January 2020 | 46,000 | 57,000 |
Installment note payable to bank; interest at 5.25% due in monthly installments of $679, including interest, with final payment in June 2020 | 10,000 | 12,000 |
Installment note payable to bank; interest at 5.56% due in monthly installments of $2,925, including interest, with final payment in June 2020 | 42,000 | 50,000 |
Installment note payable to bank; interest at 4.87% due in monthly installments of $1,902, including interest, with final payment in July 2020 | 11,000 | 13,000 |
Installment note payable to bank; interest at 6.28% due in quarterly installments of $722, including interest, with final payment in September 2020 | 5,000 | 5,000 |
Installment note payable to bank; interest at 5.75% due in monthly installments of $857, including interest, with final payment in November 2020 | 16,000 | 19,000 |
Installment note payable to bank; interest at 5.31% due in quarterly installments of $4,618, including interest, with final payment in January 2021 | 35,000 | 39,000 |
Installment note payable to bank; interest at 4.70% due in monthly installments of $1,360, including interest, with final payment in February 2021 | 30,000 | 34,000 |
| $244,000 | $304,000 |
These notes are secured by specific equipment with a carrying value of approximately $370,000 and are nonrecourse liabilities of the Partnership. As such, the notes do not contain any financial debt covenants with which we must comply on either an annual or quarterly basis. Aggregate approximate maturities of notes payable for each of the periods subsequent to March 31, 2019 are as follows:
| |
Nine months ended December 31, 2019 | $153,000 |
Year ended December 31, 2020 | 84,000 |
Year ended December 31, 2021 | 7,000 |
| $244,000 |
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 the 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 March 31, 2019 and December 31, 2018 was approximately $0 and $2,000, respectively, and is secured by specific equipment under both operating and finance leases. The carrying value of the secured equipment under operating leases at March 31, 2019 and December 31, 2018 is $0 and $0, respectively. The carrying value of the secured equipment under finance leases at March 31, 2019 and December 31, 2018 is approximately $14,000 and $22,000, respectively.
6. Supplemental Cash Flow Information
No interest or principal on notes payable was paid by the Partnership during 2019 and 2018 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 income (loss) are as follows:
Three months ended March 31, | | |
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank | $59,000 | $86,000 |
At March 31, 2019 and 2018, the Partnership wrote-off fully depreciated equipment of approximately $0 and $171,000, respectively.
7. Commitments and Contingencies
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. A 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 had allocated approximately $87,000 of the $208,000 in allegedly misallocated expenses back to the affected funds as a contingency accrual in CCC’s financial statements and a good faith payment for the benefit of those Income Funds.
The decision of the Hearing Panel was stayed when it was appealed to FINRA's National Adjudicatory Council (the “NAC”) pursuant to FINRA Rule 9311. The NAC issued a decision that upheld the lower panel’s ruling and the bar took effect on August 23, 2016. Ms. Springsteen-Abbott appealed the NAC’s decision to the 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 reduced the list of 1,840 items totaling $208,000 to a remaining list of 84 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, but reaffirmed its position on the bar from the securities industry. Respondents promptly appealed FINRA’s revised ruling to the SEC. That appeal is pending as of May 15, 2019. All requested or allowed briefs have been filed with the SEC. Management believes that whatever final resolution of this may be, it will not result in any material adverse financial impact on the Funds, although a final assurance cannot be provided until the legal matter is resolved.
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, 2018 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
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 March was $8.2 billion, down 10% year-over-year from new business volume in March 2018. Volume was up 39% month-to-month from $5.9 billion in February. Year to date, cumulative new business volume was down 10% compared to 2018. Receivables over 30 days were 1.90%, up from 1.80% the previous month and up from 1.70% the same period in 2018. Charge-offs were 0.37%, up from 0.35% the previous month, and down from 0.51% in the year-earlier period. Credit approvals totaled 75.3%, down from 76.0% from February. Total headcount for equipment finance companies was up 0.4% year-over-year. Separately, the Equipment Leasing & Finance Foundation’s Monthly Confidence Index (MCI-EFI) in April is 58.3, down from the March index of 60.4.
ELFA President and CEO Ralph Petta said, “First quarter new business volume got off to a slow start, relative to Q1 last year. This was not unexpected given analysts’ expectations that equipment and software capex in 2019 could not realistically expect to keep pace with last year’s strong showing. The overall U.S. economy continues to perform reasonably well: unemployment is low; interest rates are favorable, with the Fed deciding to hold off on additional increases for a while; and the broader equity markets are stable. Credit markets appear healthy. Headwinds to this benign scenario include a softening in global economies and continued international trade frictions, particularly with China and Europe.”
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.
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.
LEASE INCOME RECEIVABLE
Lease income receivable includes current lease income receivable net of allowances for uncollectible accounts, if any. The Partnership monitors lease income receivable to ensure timely and accurate payment by lessees. Its 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
Through March 31, 2019, 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.
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 or losses from sales of leased and off lease equipment are recorded on a net basis in the Fund’s condensed Statement of Operations.
Our leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.
Gains from the termination of leases are recognized when the lease is modified and terminated concurrently. Gains from lease termination included in lease revenue for the three months ended March 31, 2019 and 2018 were approximately $0 and $0, respectively.
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 four 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.
LIQUIDITY AND CAPITAL RESOURCES
Our primary source of cash for the three months ended March 31, 2019 was net proceeds from the sale of equipment of approximately $8,000. This compares to the three months ended March 31, 2018, where our primary sources of cash were cash provided by operating activities of approximately $148, net proceeds from the sale of equipment of approximately $7,000 and payments from finance leases of approximately $9,000.
Our primary use of cash for the three months ended March 31, 2019 was cash used in operating activities of approximately $16,000.
For the three months ended March 31, 2019 and March 31, 2018, the Partnership had no financing and/or investing activities.
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.
Cash was used in operating activities for the three months ended March 31, 2019 of approximately $16,000 which includes net income of approximately $2,000 and depreciation expenses of approximately $80,000. Other non-cash activities included in the determination of net income include direct payments of lease income by lessees to banks of approximately $59,000.
For the three months ended March 31, 2018, cash was provided by operating activities of approximately $148 which includes a net loss of approximately $7,000 and depreciation expenses of approximately $105,000. Other non-cash activities included in the determination of net loss include direct payments of lease income by lessees to banks of approximately $86,000.
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 March 31, 2019 and December 31, 2018 was approximately $0 and $2,000, respectively, and is secured by specific equipment under both operating and finance leases. The carrying value of the secured equipment under operating leases at March 31, 2019 and December 31, 2018 is $0 and $0, respectively. The carrying value of the secured equipment under finance leases at March 31, 2019 and December 31, 2018 is approximately $14,000 and $22,000, respectively.
We consider cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.
At March 31, 2019, cash and cash equivalents were held in one account maintained at one financial institution with a balance of approximately $13,000. Bank accounts are federally insured up to $250,000 by the FDIC. At March 31, 2019, the total cash bank balance was as follows:
At March 31, 2019 | |
Total bank balance | $13,000 |
FDIC insured | (13,000) |
Uninsured amount | $- |
The Partnership’s bank balance is 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 its account, and believes it is not exposed to any significant credit risk. The amount in the account will fluctuate throughout 2019 due to many factors, including cash receipts, equipment acquisitions, interest rates, and distribution 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 March 31, 2019, we had future minimum rentals on non-cancelable operating leases of approximately $181,000 for the balance of the year ending December 31, 2019 and approximately $110,000 thereafter. As of March 31, 2019, we had future minimum rentals on non-cancelable finance leases of approximately $6,000 for the balance of the year ending December 31, 2019 and approximately $6,000 thereafter.
As of March 31, 2019, our non-recourse debt was approximately $244,000, with interest rates ranging from 1.80% to 6.28%, and will be payable through February 2021.
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 expected to terminate on December 31, 2022. As such, the Partnership will 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 year 2019, as the Partnership builds its portfolio.
Our cash flow from operations is expected 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 on 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.
The General Partner elected to forgo distributions and allocations of net income owed to it, and suspended limited partner distributions for the three months ended March 31, 2019. The General Partner will continue to reassess the funding of limited partner distributions throughout 2019 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.
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 May 15, 2020. The General Partner will continue to reassess the funding of limited partner distributions throughout 2019 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 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 March 31, 2019 compared to three months ended March 31, 2018
Lease Revenue
Our lease revenue decreased to approximately $128,000 for the three months ended March 31, 2019, from approximately $152,000 for the three months ended March 31, 2018. This revenue decrease is primarily due to a decrease in active lease agreements as described below.
The Partnership had 63 and 76 active operating leases during the three months ended March 31, 2019 and 2018, respectively. The decrease in number of active leases is consistent with the overall decrease in lease revenue. Management expects to add new leases to our portfolio throughout the remainder of 2019, 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
For the three months ended March 31, 2019, we sold fully depreciated equipment for a net gain of $400. During the three months ended March 31, 2018, we sold fully depreciated equipment for a net gain of approximately $6,000.
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 $43,000 for the three months ended March 31, 2019, from approximately $54,000 for the three months ended March 31, 2018. This decrease is primarily attributable to a decrease in reimbursable expenses in connection with the administration and operation of the Partnership of approximately $10,000, principally due to a decrease in legal expense.
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% of the gross lease revenue attributable to equipment that is subject to operating leases. For the three months ended March 31, 2019 and 2018, the equipment management fee was waived.
Depreciation and Amortization Expenses
Depreciation expenses consist of depreciation on equipment. This expense decreased to approximately $80,000 for the three months ended March 31, 2019, from $105,000 for the three months ended March 31, 2018. This decrease was due to the higher frequency in the termination of leases and equipment being fully depreciated as compared to the acquisition of new leases for the three months ended March 31, 2019.
Net Income (Loss)
For the three months ended March 31, 2019, we recognized revenue of approximately $128,000, expenses of approximately $126,000, resulting in net income of approximately $2,000. For the three months ended March 31, 2018, we recognized revenue of approximately $159,000, expenses of approximately $166,000, resulting in a net loss of approximately $7,000. This change in net income is due to the changes in revenue and expenses described above.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
N/A
Item 4. Controls and Procedures
Our management, under the supervision and with the participation of the General Partner’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures related to our reporting and disclosure obligations as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the General Partner’s Chief Executive Officer and Principal Financial Officer have concluded that, as of March 31, 2019, our disclosure controls and procedures are effective in ensuring that information relating to us which is required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934 is (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) accumulated and communicated to management, including 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’s internal control over financial reporting during the first quarter of 2019 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.
Part II: OTHER INFORMATION
Item 1. Legal Proceedings
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. A 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 had allocated approximately $87,000 of the $208,000 in allegedly misallocated expenses back to the affected funds as a contingency accrual in CCC’s financial statements and a good faith payment for the benefit of those Income Funds.
The decision of the Hearing Panel was stayed when it was appealed to FINRA's National Adjudicatory Council (the “NAC”) pursuant to FINRA Rule 9311. The NAC issued a decision that upheld the lower panel’s ruling and the bar took effect on August 23, 2016. Ms. Springsteen-Abbott appealed the NAC’s decision to the 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 reduced the list of 1,840 items totaling $208,000 to a remaining list of 84 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, but reaffirmed its position on the bar from the securities industry. Respondents promptly appealed FINRA’s revised ruling to the SEC. That appeal is pending as of May 15, 2019. All requested or allowed briefs have been filed with the SEC. Management believes that whatever final resolution of this may be, it will not result in any material adverse financial impact on the Funds, although a final assurance cannot be provided until the legal matter is resolved.
Item 1A. Risk Factors
N/A
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
N/A
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Mine Safety Disclosures
N/A
Item 5. Other Information
NONE
Item 6. Exhibits
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 |
May 15, 2019 | By: /s/ Kimberly A. Springsteen-Abbott |
| Kimberly A. Springsteen-Abbott |
| Chief Executive Officer And Principal Financial Officer
Commonwealth Income & Growth Fund, Inc. |
| |
May 15, 2019
| By: /s/ Theodore Cavaliere Theodore Cavaliere Vice President, Financial Operations Principal |
| |
| |
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