SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 0-19164 --------------------------------------------------------- Capital Preferred Yield Fund, A California Limited Partnership -------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 68-0190817 - ----------------------- ------------------------------------ (State of organization) (I.R.S. Employer Identification No.) 7175 West Jefferson Avenue, Suite 4000 Lakewood, Colorado 80235 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 980-1000 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ----- ----- Exhibit Index appears on Page 11 Page 1 of 12 Pages CAPITAL PREFERRED YIELD FUND A California Limited Partnership Quarterly Report on Form 10-Q For the Quarter Ended March 31, 1998 Table of Contents ----------------- PAGE PART I. FINANCIAL INFORMATION ---- Item 1. Financial Statements (Unaudited) Balance Sheets-March 31, 1998 and December 31, 1997 3 Statements of Income - Three Months Ended March 31, 1998 and 1997 4 Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 6. Exhibits and Reports on Form 8-K 11 Signature 12 2 CAPITAL PREFERRED YIELD FUND A California Limited Partnership BALANCE SHEETS ASSETS (Unaudited) March 31, December 31, 1998 1997 ----------- ----------- Cash and cash equivalents $ 308,900 $ 2,839,510 Accounts receivable, net 7,559,905 7,579,737 Receivable from related party 20,000 - Equipment held for sale or re-lease 776,656 887,865 Net investment in direct finance leases 390,413 229,696 Leased equipment, net 605,006 1,074,600 ----------- ----------- Total assets $ 9,660,880 $12,611,408 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Payable to affiliate $ 11,165 $ 44,916 Accounts payable and accrued liabilities 855,797 905,979 Rents received in advance 92,801 162,931 Distributions payable to partners 604,994 1,241,334 Discounted lease rentals - 7,835 Financed operating lease rentals 520,238 1,123,270 ----------- ----------- Total liabilities 2,084,995 3,486,265 ----------- ----------- Partners' capital: General partner - - Limited partners: Class A 5,506,897 6,923,098 Class B 2,068,988 2,202,045 ----------- ----------- Total partners' capital 7,575,885 9,125,143 ----------- ----------- Total liabilities and partners' capital $ 9,660,880 $12,611,408 =========== =========== The accompanying notes are an integral part of these financial statements. 3 CAPITAL PREFERRED YIELD FUND A California Limited Partnership STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, ----------------------- 1998 1997 ---------- ---------- REVENUE: Operating lease rentals $ 110,173 $1,562,212 Direct finance lease income 94,714 249,422 Equipment sales margin 392,662 127,494 Interest income 19,139 20,068 ---------- ---------- Total revenue 616,688 1,959,196 ---------- ---------- EXPENSES: Depreciation and amortization 106,316 1,008,536 Management fees paid to general partner 8,570 113,104 Direct services from general partner 23,783 45,091 Interest on discounted lease rentals 28 70,192 Interest on financed operating lease rentals 12,639 13,157 General and administrative 55,378 65,909 Provision for losses 50,000 125,000 ---------- ---------- Total expenses 256,714 1,440,989 ---------- ---------- NET INCOME $ 359,974 $ 518,207 ========== ========== NET INCOME ALLOCATED: To the general partner $ 85,916 $ 106,168 To the Class A limited partners 254,798 383,084 To the Class B limited partner 19,260 28,955 ---------- ---------- $ 359,974 $ 518,207 ========== ========== Net income per weighted average Class A limited partner units outstanding $ 1.01 $ 1.52 ========== ========== Weighted average Class A limited partner unit outstanding 251,388 251,709 ========== ========== The accompanying notes are an integral part of these financial statements. 4 CAPITAL PREFERRED YIELD FUND A California Limited Partnership STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, -------------------------- 1998 1997 ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 625,828 $ 3,210,879 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on financed operating lease rentals (603,032) (42,009) Principal payments on discounted lease rentals (7,835) (708,155) Distributions to partners (2,545,571) (2,617,780) Redemptions of limited partner units - (12,394) ----------- ----------- Net cash used in financing activities (3,156,438) (3,380,338) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (2,530,610) (169,459) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,839,510 2,672,112 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 308,900 $ 2,502,653 =========== =========== Supplemental disclosure of cash flow information: Interest paid on discounted lease rentals $ 28 $ 70,192 Interest paid on financed operating lease rentals 12,639 13,157 The accompanying notes are an integral part of these financial statements. 5 CAPITAL PREFERRED YIELD FUND A California Limited Partnership NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. Basis of Presentation --------------------- The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for annual financial statements. In the opinion of the general partner, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The balance sheet at December 31, 1997 has been derived from the audited financial statements included in the Partnership's 10-K. For further information, refer to the financial statements of Capital Preferred Yield Fund, A California Limited Partnership (the "Partnership"), and the related notes, included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997, previously filed with the Securities and Exchange Commission. 6 CAPITAL PREFERRED YIELD FUND A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - --------------------- Presented below are schedules (prepared solely to facilitate the discussion of results of operations that follows) showing condensed statements of income categories and analyses of changes in those condensed categories derived from the Statements of Income. Condensed Statements of Income The Effect for the Three Months on Net Income Ended March 31, of Changes ----------------------- Between 1998 1997 Periods ---------- ----------- ------------- Leasing margin $ 85,904 $ 719,749 $(633,845) Equipment sales margin 392,662 127,494 265,168 Interest income 19,139 20,068 (929) Management fees paid to general partner (8,570) (113,104) 104,534 Direct services from general partner (23,783) (45,091) 21,308 General and administrative (55,378) (65,909) 10,531 Provision for losses (50,000) (125,000) 75,000 --------- --------- --------- Net income $ 359,974 $ 518,207 $(158,233) ========= ========= ========= The Partnership is in its liquidation period as defined in the Partnership Agreement and, as expected, the Partnership is not purchasing additional equipment, initial leases are expiring and the amount of equipment being remarketed (i.e., re-leased, renewed, or sold) will increase. As a result, both the size of the Partnership's leasing portfolio and the amount of leasing revenue are declining. LEASING MARGIN Leasing margin consists of the following: Three Months Ended March 31, ----------------------------- 1998 1997 ----------- ------------- Operating lease rentals $ 110,173 $ 1,562,212 Direct financing lease income 94,714 249,422 Depreciation and amortization (106,316) (1,008,536) Interest expense on related financed operating lease rentals (12,639) (13,157) Interest expense on related discounted lease rentals (28) (70,192) ----------- ----------- Leasing margin $ 85,904 $ 719,749 =========== =========== Leasing margin ratio 42% 40% =========== =========== 7 CAPITAL PREFERRED YIELD FUND A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued Results of Operations, continued - --------------------- LEASING MARGIN, continued The components of leasing margin have declined and are expected to decline further due to portfolio run-off. The ultimate rate of return on leases depends, in part, on interest rates at the time the leases are originated, as well as future equipment values and on-going lessee creditworthiness. Because leasing is an alternative to financing equipment purchases with debt, lease rates tend to rise and fall with interest rates (although lease rate movements generally lag interest rate changes in the capital markets). EQUIPMENT SALES MARGIN Equipment sales margin consists of the following: Three Months Ended March 31, ----------------------------- 1998 1997 ----------- ------------- Equipment sales revenue $ 740,425 $ 1,257,201 Cost of equipment sales (347,763) (1,129,707) ----------- ----------- Equipment sales margin $ 392,662 $ 127,494 =========== =========== The Partnership is in it's liquidation period (as defined in the Partnership Agreement). Currently, a portion of the Partnership's initial leases are expiring and equipment is being remarketed (i.e., re-leased or sold to the original lessee or third parties). Equipment sales margin increased as the Partnership was successful in realizing amounts on equipment greater than their net book values. INTEREST INCOME Interest income decreased due to a decrease in cash available for investment as the Partnership is in liquidation and therefore distributing excess cash to the partners. 8 CAPITAL PREFERRED YIELD FUND A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued Results of Operations, continued - --------------------- PROVISION FOR LOSSES The remarketing of equipment for an amount greater than its book value is reported with equipment sales margin (if the equipment is sold) or leasing margin (if the equipment is re-leased). The realization of less than the carrying value of equipment (which is typically not known until remarketing subsequent to the initial lease termination has occurred) is recorded as provision for losses. Residual values are established equal to the estimated value to be received from the equipment following termination of the lease. In estimating such values, the Partnership considers all relevant facts regarding the equipment and the lessee, including, for example, the likelihood that the lessee will re-lease the equipment. The nature of the Partnership's leasing activities is that it has credit and residual value exposure and, accordingly, in the ordinary course of business, it will incur losses from those exposures. The Partnership performs ongoing quarterly assessments of its assets to identify other-than-temporary losses. The provision for losses recorded for the three months ended March 31, 1998 and for the same period in 1997 was primarily related to lessees returning equipment to the Partnership. The Partnership had previously expected to realize the carrying value of this equipment through lease renewals and proceeds from the sales of equipment to the original lessees. The fair market value of the equipment re-leased or sold to a third party was less than anticipated. EXPENSES Management fees paid to the general partner decreased primarily as a result of portfolio run-off. Direct services from the general partner and general and administrative expenses decreased primarily due to a decrease in administrative costs for the remarketing of warehoused equipment. Liquidity and Capital Resources - ------------------------------- The Partnership funds its operating activities principally with cash from rents, non-recourse debt, interest income and sales of off-lease equipment. Available cash and cash reserves of the Partnership are invested in interest bearing cash accounts and short-term U.S. Government securities pending distributions to the partners. 9 CAPITAL PREFERRED YIELD FUND A California Limited Partnership Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued Liquidity and Capital Resources, continued - ------------------------------- During the three months ended March 31, 1998, the Partnership declared distributions to the partners of $1,909,232 ($71,382 of which was paid during April 1998). The Partnership is in its liquidation period (as defined in the Partnership Agreement) and distributions during the liquidation period will vary based upon cash availability. All distributions are expected to be a return of capital for economic purposes. The general partner currently anticipates that the Partnership will generate cash flow from operations and equipment sales during the remainder of 1998 which, when added to cash and cash equivalents on hand, should provide sufficient cash to enable the Partnership to meet its current operating requirements. The Class B limited partner distributions of cash from operations are subordinated to the Class A limited partners receiving distributions of cash from operations, as scheduled in the Partnership Agreement (i.e., 13%). Therefore, because of the anticipated decrease in distributions to the Class A limited partners, CAII, the sole Class B limited partner, ceased receiving distributions of cash from operations as of August 1997. The general partner believes these cumulative distributions will be paid when the proceeds from the sale of certain equipment become available for distribution. Such proceeds are currently recorded in accounts receivable. 10 CAPITAL PREFERRED YIELD FUND A California Limited Partnership PART II. OTHER INFORMATION Item 1. Legal Proceedings The Partnership is involved in routine legal proceedings incidental to the conduct of its business. The general partner believes none of these legal proceedings will have a material adverse effect on the financial condition or operations of the Partnership. Item 6. Exhibits and Reports on Form 8-K (a) None (b) The Partnership did not file any reports on Form 8-K during the three months ended March 31, 1998 11 CAPITAL PREFERRED YIELD FUND A California Limited Partnership Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAPITAL PREFERRED YIELD FUND A California Limited Partnership By: CAI Partners Management Company Dated: May 14, 1998 By: /s/Anthony M. DiPaolo --------------------- Anthony M. DiPaolo Senior Vice President 12