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 March 31, 1999 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) 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) March 31, December 31, 1999 1998 Assets Cash and cash equivalents $ 118,355 $ 428,948 Rentals receivable 1,585 786 Accounts receivable-affiliates - 11,376 Remarketing receivables - 699 Rental equipment, at cost 14,974,313 16,996,622 Less accumulated depreciation (11,625,819) (12,429,074) Net rental equipment 3,348,494 4,567,548 Total assets $ 3,468,434 $ 5,009,357 Liabilities and partners' capital Accounts payable $ 8,827 $ 46,669 Accounts payable-affiliates 3,631 - Accrued management fees 28,214 18,145 Deferred income 18,684 31,905 Notes Payable 1,065,376 1,715,804 Total liabilities 1,124,732 1,812,523 Partners' capital: General Partner: Capital contribution 1,000 1,000 Cumulative net income 428,844 421,268 Cumulative cash distributions (429,844) (422,268) 0 0 Limited Partners (500,000 units): Capital contributions net of offering costs 44,539,778 44,539,778 Cumulative net income 403,139 506,271 Cumulative cash distributions (42,599,215) (41,849,215) 2,343,702 3,196,834 Partners' capital 2,343,702 3,196,834 Total liabilities and partners' capital $ 3,468,434 $ 5,009,357 CSA INCOME FUND LIMITED PARTNERSHIP III STATEMENTS OF OPERATIONS Quarters Ended March 31, (unaudited) 1999 1998 Revenues: Rental income $ 1,057,341 $ 2,374,208 Interest income 1,019 1,041 Gain on sale of equipment 8,849 79,547 Gain (loss) on foreign currency (77) 245 Total revenues 1,067,132 2,455,041 Costs and expenses: Depreciation 1,046,261 2,091,695 Interest expense 27,987 232,979 Management fees 52,867 118,711 Storage & Refurbishment 9,000 - General and administrative 26,573 43,838 Total expenses 1,162,688 2,487,223 Net (loss) $ (95,556) $ (32,182) Net income (loss) allocation: General Partner $ 7,576 $ 79,547 Limited Partners (103,132) (111,729) $ (95,556) $ (32,182) Net loss per Limited Partnership Unit $ ( .21) $ (.22) Number of Limited Partnership Units 500,000 500,000 CSA INCOME FUND LIMITED PARTNERSHIP III STATEMENTS OF CASH FLOWS Quarters Ended March 31, (Unaudited) 1999 1998 Cash flows from operations: Cash received from rental of equipment $ 1,043,242 $ 2,373,966 Cash paid for operating and management expenses (116,210) (186,149) Interest paid (27,987) (232,979) Interest received 1,019 1,041 Net cash provided by operations 900,064 1,955,879 Cash flow from investments: Sale of equipment 182,341 768,323 Net cash provided by (used by) investments 182,341 768,323 Cash flows from financing: Advances to/from affiliates 15,005 250,000 Payment from notes receivable - 10,933 Repayment of notes payable (650,427) (2,308,993) Payment of cash distributions (757,576) (757,576) Net cash used by financing (1,392,998) (2,805,636) Net change in cash and cash equivalents (310,593) (81,434) Cash and cash equivalents at beginning of period 428,948 200,328 Cash and cash equivalents at end of period $ 118,355 $ 118,894 CSA INCOME FUND LIMITED PARTNERSHIP III NOTE TO FINANCIAL STATEMENTS The quarterly financial statements have been prepared by the Partnership without audit. Certain information and footnote disclosures 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, 1998. 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 March 31, 1999 and March 31, 1998 and the results of operations and cash flows for the periods presented therein. CSA INCOME FUND LIMITED PARTNERSHIP III FORM 10-Q GENERAL PARTNER'S DISCUSSION OF OPERATIONS Total Revenue for the quarters ended March 31, 1999 and 1998 was $1,067,132 and $2,455,041, respectively. Net loss for the quarter ended March 31, 1999 was $95,556 as compared to $32,182 in the quarter ended March 31, 1998. The net loss was primarily attributable to the increase in depreciation expense as a percentage of rental income as the portfolio winds-down. The net income was also affected by gains recorded on sale of equipment of $8,849 for the quarter ended March 31, 1999 as compare to $79,547 for the quarter ended March 31, 1998. The Partnership generated $1,082,405 in net cash flow from Operations and from the sale of equipment during the three months ended March 31, 1999. The Partnership used these funds, and cash on hand to reduce notes payable by $650,427 and pay cash distributions to the Limited Partners of $750,000. As reported in previous reports, the General Partner of CSA Income Fund Limited Partnership III is in the process of winding up the Partnership. The General Partner is endeavoring to complete the remarketing of the remaining leases and wind-up the Partnership by June 30, 1999. However, the General Partner is trying to maximize the proceeds attainable from the existing lessees before having to sell the equipment e.g. to another lessor. The process may continue for a short period beyond June 30th if it is to the benefit of the Partners. In accordance with the Partnership Agreement, pursuant to section 8.3 (c), accounting profits from the sale of equipment that results 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 gains on the disposition of partnership assets were allocated during the first quarter of 1999 to the General Partner to reduce its capital account negative balance. The Partnership distributed $ .50 per limited partnership unit on the 15th of January, February and March 1999. To date, the Partnership has made cash distributions to the Limited Partners ranging from 78% to 94% 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. Also as previously reported, 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. The General partner 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 - none. (b)Reports on Form 8-K - There were no reports filed during first quarter of 1999. 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 J.Frank Keohane President Principal Executive Officer Date: /s/ Richard P.Timmons Richard P. Timmons Corporate Controller Principal Accounting and Finance Officer