FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 33-21267 CSA Income Fund Limited Partnership III (Exact name of registrant as specified in its charter) Massachusetts 04-3002909 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 22 Batterymarch St., Boston, Massachusetts 02109 (Address of principal executive offices) (Zip Code) (617) 357-1700 (Registrant's telephone number,including area code) Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: X No: PART I - FINANCIAL INFORMATION CSA INCOME FUND LIMITED PARTNERSHIP III STATEMENTS OF FINANCIAL POSITION AS OF (Unaudited) June 30, December 31, 1998 1997 Assets Cash and cash equivalents $ 142,589 $ 200,328 Rentals receivable 4,778 45,665 Accounts receivable- affiliates 33,288 61,368 Notes receivable-lessee 3,708 14,641 Remarketing receivables 7,971 56,010 Rental equipment, at cost 24,380,185 32,491,943 Less accumulated depreciation (13,743,486) (13,732,945) Net rental equipment 10,636,699 18,758,998 Total assets $10,829,033 $19,137,010 Liabilities and partners' capital Accounts payable $ 41,602 $ 78,738 Accrued management fees 27,327 35,639 Deferred income 38,507 60,558 Notes payable 6,019,335 12,629,981 Total liabilities 6,126,771 12,804,916 Partners' capital: General Partner: Capital contribution 1,000 1,000 Cumulative net income 406,118 267,020 Cumulative cash distributions (407,118) (391,966) 0 (123,946) Limited Partners (500,000 units): Capital contributions net of offering costs 44,539,778 44,539,778 Cumulative net income 511,699 765,477 Cumulative cash distributions (40,349,215) (38,849,215) 4,702,262 6,456,040 Total Partners' capital 4,702,262 6,332,094 Total liabilities and partners' capital $10,829,033 $19,137,010 CSA INCOME FUND LIMITED PARTNERSHIP III STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1997 Three Months Six Months Ended June 30, June 30, June 30, June 30, 1998 1997 1998 1997 Revenues: Rental income $1,999,566 $2,833,935 $ 4,373,774 $5,300,538 Interest income 489 6,747 1,530 19,777 Gain on sale of equipment 65,101 139,880 144,648 211,329 Exchange gain (loss) on foreign currency (47) 2,292 198 4,437 Total revenues 2,065,109 2,982,854 4,520,150 5,536,081 Costs and expenses: Depreciation and amortization 1,840,879 2,265,828 3,932,574 4,245,680 Interest 168,804 326,663 401,783 580,890 Management fees 99,978 141,697 218,689 265,027 Storage and Refurbishment - 1,253 - 3,253 General and administrative 37,946 49,400 81,784 93,609 Total expenses 2,147,607 2,784,841 4,634,830 5,188,459 Net income (loss) $ (82,498) $ 198,013 $ (114,680) $ 347,622 Net income (loss) allocation: General Partner $ 59,551 $ 139,880 $ 139,098 $ 211,329 Limited Partners (142,049) 58,133 (253,778) 136,293 $ (82,498) $ 198,013 $ (114,680) $ 347,622 Net income (loss) per Limited Partnership Unit $ (.28) $ .11 $ (.51) $ .27 Number of Limited Partnership Units 500,000 500,000 500,000 500,000 CSA INCOME FUND LIMITED PARTNERSHIP III STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1997 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 1998 1997 1998 1997 Cash flows from operations: Cash received from rental of equipment $ 2,048,046 $ 2,781,302 $ 4,422,012 $ 5,237,448 Cash paid for operating and management expenses (159,771) (184,579) (345,920) (357,537) Interest paid (168,804) (326,663) (401,783) (580,890) Interest received 489 6,747 1,530 19,777 Net cash from operations 1,719,960 2,276,807 3,675,839 4,318,798 Cash flow from investments: Purchase of equipment - (157,247) - (5,628,169) Sale of equipment 3,622,059 268,375 4,390,382 647,087 Net cash from (used by) investments 3,622,059 111,128 4,390,382 (4,981,082) Cash flows from financing: Proceeds from notes receivable - 10,489 10,933 17,337 Advances to/from affiliates (259,095) (2,888,944) (9,095) 1,037,653 Proceeds from notes payable - 3,617,836 - 5,260,094 Reduction of notes payable (4,301,653) (2,164,135) (6,610,646) (4,159,864) Payment of cash distributions (757,576) (757,576) (1,515,152) (1,515,152) Net cash from (used by) financing (5,318,324) (2,182,330) (8,123,960) 640,068 Net change in cash 23,695 205,605 (57,739) (22,216) Cash and cash equivalents at beginning of period 118,894 222,964 200,328 450,785 Cash and cash equivalents at end of period $ 142,589 $ 428,569 $ 142,589 $ 428,569 CSA INCOME FUND LIMITED PARTNERSHIP III NOTE TO FINANCIAL STATEMENTS The quarterly financial statements of the Partnership presented herein are without audit except for balance sheet information as of December 31, 1997. Certain information and footnote disclosure normally included in the annual financial statements have been condensed or omitted from the accompanying statements. For such information, reference should be made to the financial statements and notes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1997. In the General Partner's opinion, the unaudited financial statements reflect all adjustments necessary to present fairly the financial position of CSA Income Fund Limited Partnership III as of June 30, 1998 and June 30, 1997 and the results of operations and cash flows for the periods presented therein. CSA INCOME FUND LIMITED PARTNERSHIP III GENERAL PARTNER'S DISCUSSION OF OPERATIONS Total revenue was $2,065,109 and $2,982,854 for the quarters ended June 30, 1998 and 1997,respectively. Net loss for the quarter ended June 30, 1998 was $82,498 as compared to net income of $198,013 in the quarter ended June 30, 1997. For the six months ended June 30, 1998 and June 30,1997, total revenue was $4,520,150 and $5,536,081, respectively. Net loss of $114,680 for the six months ended June 30, 1998 as compared to income of $347,622 in the six months ended June 30, 1997. The decrease in net income is primarily attributable to the increase in depreciation expense associated with the equipment purchased in 1996 and early 1997. The Partnership generated $8,066,221 from operations and sale of equipment during the six months ended June 30, 1998. The Partnership used these funds and cash on hand to reduce notes payable by $6,610,646 and make distributions to partners of $1,515,152. $2,517,896 of the notes payable reduction was as a result of the Partnership selling equipment still under lease with an original equipment cost of $5,046,027 as part of the Partnership wind-up process. As previously stated,the General Partner of CSA Income Fund Limited Partnership III informed the Limited Partners in the Partnership's 1997 10-K and Annual Report that it would be the best interest of the Limited Partners and the Partnership to complete the wind-up of the Partnership in 1998. As part of the wind-up process, during the first six months of 1998, the General Partner has disposed of equipment with an original cost of $8,111,758. In accordance with the Partnership Agreement, pursuant to section 8.3 (c), accounting profits from the sale of equipment that result in the dissolution of the Partnership, shall be allocated to each partner first in the amount equal to the negative balance in the Capital Account of such partner. In connection with the wind up of the Partnership, certain accounting gains on the disposition of partnership assets were allocated during the second quarter of 1998 to the General Partner to reduce its Capital Account negative balance. The wind-up Partnership distributed $.50 per Limited Partnership Unit on the 15th of April, May, and June. To date, the Partnership has made cash distributions to the Limited Partners ranging from 73% to 89% of their initial investment, depending on when the Limited Partner entered the Partnership. As previously reported, certain revenues generated by the Partnership from lease renewals and remarketings after the initial lease terms have been lower than anticipated as a result of more rapid obsolescence in high technology equipment. The General Partner still estimates that the continued cash distributions may not fully return the entire initial investment of the Limited Partners and/or a return thereon and will continue to report on the Limited Partners' return of investment with each cash distribution. CSA INCOME FUND LIMITED PARTNERSHIP III PART II Item 1 - Legal Proceedings None Item 2 - Changes in Securities None Item 3 - Defaults Upon Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits - Exhibit 27. Financial Data Schedule. (b) Reports on Form 8-K - There were no reports filed during the second quarter of 1998. 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. CSA Income Fund Limited Partnership III (Registrant) By its General Partner, CSA Equity Funds,Inc. Date: /s/ J. Frank Keohane President Principal Executive Officer Date: /s/ Richard P.Timmons Corporate Controller Principal Accounting and Finance Officer