COMMONWEALTH INCOME & GROWTH FUND V - FORM 10-Q

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EX-31.1 - CIGF5 EXHIBIT 31.1 09-30-11 - COMMONWEALTH INCOME & GROWTH FUND V	ex31_1.htm
EX-32.2 - CIGF5 EXHIBIT 32.2 09-30-11 - COMMONWEALTH INCOME & GROWTH FUND V	ex32_2.htm
EX-32.1 - CIGF5 EXHIBIT 32.1 09-30-11 - COMMONWEALTH INCOME & GROWTH FUND V	ex32_1.htm
EX-31.2 - CIGF5 EXHIBIT 31.2 09-30-11 - COMMONWEALTH INCOME & GROWTH FUND V	ex31_2.htm
EXCEL - IDEA: XBRL DOCUMENT - COMMONWEALTH INCOME & GROWTH FUND V	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

¨ 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)

Brandywine Bldg. One, Suite 200

2 Christy Drive

Chadds Ford, PA 19317

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

(484) 785-1480

(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 T 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 T 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 T
(Do not check if a smaller reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO T

FORM 10-Q

SEPTEMBER 30, 2011

TABLE OF CONTENTS

	PART I
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
	PART II
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 5.	Other Information	13
Item 6.	Exhibits	13

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Commonwealth Income & Growth Fund V
Condensed Balance Sheets


	September 30,				December 31,
	2011				2010
	(unaudited)

ASSETS
Cash and cash equivalents		$	175,322		$	79,118
Escrow-Restricted Cash			960,000			-
Lease income receivable, net of reserve of approximately $141,000 at September 30, 2011 and December 31, 2010			126,955			287,131
Accounts receivable, Commonwealth Capital Corp.			-			75,079
Other receivables			9,914			11,973
Prepaid expenses			1,694			4,202
			1,273,885			457,503

Technology equipment, at cost			11,816,721			17,888,633
Accumulated depreciation			(10,019,618	)		(14,834,770	)
			1,797,103			3,053,863

Equipment acquisition costs and deferred expenses, net of accumulated amortization of approximately $156,000 and $145,000 at September 30, 2011 and December 31, 2010, respectively			48,880			92,705
Prepaid acquisition fees			31,809			41,308
			80,689			134,013

Total Assets		$	3,151,677		$	3,645,379

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accounts payable		$	249,269		$	216,721
Accounts payable, General Partner			391,070			260,693
Accounts payable, Commonwealth Capital Corp.			264,994			-
Contingency accrual			176,000			-
Payable to Affiliate			506,227			-
Other accrued expenses			10,117			24,030
Unearned lease income			64,961			187,239
Notes payable			219,014			356,976
Total Liabilities			1,881,652			1,045,659

PARTNERS' CAPITAL
General Partner			1,000			1,000
Limited Partners			1,269,025			2,598,720
Total Partners' Capital			1,270,025			2,599,720

Total Liabilities and Partners' Capital		$	3,151,677		$	3,645,379



see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statements of Operations
(unaudited)


	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2011				2010			2011			2010
Revenue
Lease		$	349,513		$	561,762			1,125,181			2,276,177
Interest and other			2,104			6,333			6,279			37,966
Gain on sale of computer equipment			12,291			161,754			62,861			252,893
Total revenue			363,908			729,849			1,194,321			2,567,036

Expenses
Operating, excluding legal, depreciation			56,263			129,972			405,428			574,470
Legal Fees			22,449			28,691			231,477			35,177
Contingency loss			-			-			176,000			-
Equipment management fee, General Partner			8,748			14,044			28,130			99,765
Interest			11,956			5,529			21,713			14,468
Depreciation			307,685			868,835			1,154,396			2,949,933
Amortization of equipment acquisition costs and deferred expenses			17,223			21,487			53,324			76,304
Bad debt expense			-			48,383			-			71,992
Total expenses			424,324			1,116,941			2,070,468			3,822,109

Net (loss)		$	(60,416	)	$	(387,092	)	$	(876,147	)	$	(1,255,073	)

Net (loss) allocated to Limited Partners		$	(60,416	)	$	(393,278	)	$	(877,569	)	$	(1,273,646	)

Net (loss) per equivalent Limited Partnership unit		$	(0.05	)	$	(0.32	)	$	(0.71	)	$	(1.03	)

Weighted average number of equivalent limited partnership units outstanding during the period			1,236,608			1,238,193			1,236,848			1,238,200


see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statements of Partners' Capital
For the nine months ended September 30, 2011
(unaudited)


	General		Limited
	Partner		Partner			General			Limited
	Units		Units			Partner			Partners			Total
Balance, January 1, 2011		50		1,237,440		$	1,000		$	2,598,720		$	2,599,720
Net income (loss)		-		-			1,422			(877,569	)		(876,147	)
Redemptions		-		(832	)		-			(5,299	)		(5,299	)
Distributions		-		-			(1,422	)		(446,827	)		(448,249	)
Balance, September 30, 2011		50		1,236,608		$	1,000		$	1,269,025		$	1,270,025



see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund V
Condensed Statements of Cash Flow
(unaudited)

	Nine Months ended			Nine Months ended
	September 30, 2011			September 30, 2010

Net cash provided by operating activities	$	838,300		$	1,518,438

Investing activities:
Capital Expenditures		(237,490	)		(332,669	)
Equipment acquisition fees paid to General Partner		-			(10,017	)
Net proceeds from the sale of computer equipment		402,715			318,133
Net cash provided by (used in) investing activities		165,225			(24,553	)

Financing activities:
Escrow-Restricted Cash		(960,000	)		-
Borrowings from Affiliate		506,227			-
Redemptions		(5,299	)		(41,214	)
Distributions to partners		(448,249	)		(1,857,287	)
Debt placement fee paid to General Partner		-			(2,143	)
Net cash (used in) financing activities		(907,321	)		(1,900,644	)

Net increase (decrease) in cash and cash equivalents		96,204			(406,759	)

Cash and cash equivalents beginning of period		79,118			556,766

Cash and cash equivalents end of period	$	175,322		$	150,007


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.

During the nine months ended September 30, 2011 limited partners redeemed 832 units of the partnership for a total redemption price of approximately $5,000 in accordance with the terms of the limited partnership agreement.

The Partnership used the proceeds of the offering to acquire, own and lease various types of information technology 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 technology 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 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 Partnership intends to sell or otherwise dispose of all of its equipment, make final distributions to partners, and to dissolve. Unless sooner terminated, the Partnership will continue until December 31, 2015.

As a result of a jury’s verdict in favor of the City of Tempe, (see Note 7), the Partnership has temporarily suspended distributions, beginning with the second quarter of 2011 and continuing through year-end 2011. The General Partner will continue to reassess the funding of limited partner distributions throughout 2011. 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 refinancing equipment, or by borrowing within its permissible limits.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial information presented as of any date other than December 31, 2010 has been prepared from the books and records without audit. Financial information as of December 31, 2010 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. For further information regarding the Partnership’s accounting policies, refer to the financial statements and related notes included in the Partnership’s annual report on Form 10-K for the year ended December 31, 2010. Operating results for the nine months ended September 30, 2011 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2011.

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, receivables, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of September 30, 2011 and December 31, 2010.

The Partnership’s long-term debt consists of notes payable, which are secured by specific technology equipment and are nonrecourse liabilities of the Partnership. The estimated fair value of this debt at September 30, 2011 and December 31, 2010 approximates the carrying value of these instruments, due to the interest rates approximating current market values.

Disclosure about fair value of financial instruments is based on pertinent information available to management as of September 30, 2011 and December 31, 2010.

Cash and cash equivalents

At September 30, 2011 cash was held in three accounts maintained at one financial institution with an aggregate balance of approximately $178,000. Bank accounts are federally insured up to $250,000, while pursuant to the Dodd/Frank Act of 2010, some accounts are fully insured by the FDIC. At September 30, 2011, the total cash bank balance was as follows:

At September 30, 2011	Amount
Total bank balance	$	178,000
FDIC insured		(178,000	)
Uninsured amount	$	-

The amount in such accounts will fluctuate throughout 2011 due to many factors, including the pace of additional cash receipts, equipment acquisitions, payment of operating expenses and other liabilities, and distributions to investors.

Reclassifications

Certain amounts from the prior year have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In May of 2011, the FASB issued ASU No. 2011-04 (“ASC Update 2011-04”), Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. This ASU is intended to update the fair value measurement and disclosure requirements in US GAAP for measuring fair value and for disclosing information about fair value measurements. Some of the amendments clarify the Board’s intent about application of existing fair value measurement requirements, while others change a particular principle or requirement for measuring or disclosing fair value measurement information. The amendments in this update are for interim and annual periods beginning after December 15, 2011. The Partnership is currently evaluating the effect this ASU will have on its financial statements.

In April of 2011, the FASB issued ASU No. 2011-03 (“ASC Update 2011-03”), Reconsideration of Effective Control for Repurchase Agreements. This ASU is intended to improve financial reporting of repurchase agreements (“repos”) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The amendments in this Update are effective for the fiscal quarters and years that start on or after December 15, 2011. Early adoption is not permitted. The Partnership is currently evaluating the effect this ASU will have on its financial statements.

In April 2011, the FASB issued ASU No. 2011-02 (“ASC Update 2011-02”) A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. This ASU provides additional guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The additional guidance is intended to create additional consistency in the application of generally accepted accounting principles (GAAP) for debt restructuring. The amendments in this Update are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. The Partnership adopted this ASU during the third quarter of 2011 and it did not have a material effect on its financial statements.

In January 2011, the FASB issued ASU No. 2011-01 (“ASC Update 2011-01”), Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. This ASU temporarily delays the effective date for public entities of the disclosures about troubled debt restructurings (TDRs) in ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This guidance was effective for interim and annual periods ending after June 15, 2011. The Partnership adopted this ASU during the second quarter of 2011 and it did not have a material effect on its financial statements.

3. Information Technology Equipment

The Partnership is the lessor of equipment under leases with periods that generally will range from 12 to 36 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

The Partnership’s leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

When the Partnership leases are acquired from other leasing companies, remarketing fees are often paid to these leasing companies. These are fees that are earned by the leasing companies when the initial terms of the lease have been met and the lessee extends or renews the lease, or the equipment is sold. 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 up-front fee paid to the leasing company. Remarketing fees incurred in connection with lease extensions are accounted for as operating costs. Remarketing fees incurred in connection with the sale of technology equipment are included in our gain or loss calculations. For the nine months ended September 30, 2011 and 2010, the Partnership incurred remarketing fees of approximately $70,000 and $97,000, respectively. For the nine months ended September 30, 2011 and 2010 the Partnership paid approximately $31,000 and $53,000, respectively, in such fees.

CCC, on behalf of the Partnership and on behalf of other affiliated partnerships, acquires technology equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors. The Partnership’s share of the equipment in which it participates with other partnerships at September 30, 2011 was approximately $12,148,000 and is included in the Partnership’s fixed assets on its balance sheet. The Partnership’s share of the outstanding debt associated with this equipment at September 30, 2011 was approximately $208,000. The total cost of the equipment shared by the Partnership with other partnerships at September 30, 2011 was approximately $37,668,000. The total outstanding debt related to the equipment shared by the Partnership at September 30, 2011 was approximately $833,000.

The Partnership’s share of the equipment in which it participates with other partnerships at December 31, 2010 was approximately $12,017,000 and is included in the Partnership’s fixed assets on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at December 31, 2010 was approximately $37,219,000. The Partnership’s share of the outstanding debt associated with this equipment at December 31, 2010 was approximately $335,000. The total outstanding debt related to the equipment shared by the Partnership at December 31, 2010 was approximately $1,374,000.

The following is a schedule of future minimum rentals on non-cancellable operating leases at September 30, 2011:

	Amount
Three Months ended December 31, 2011	$	312,000
Year ended December 31, 2012		411,000
Year ended December 31, 2013		132,000
Year ended December 31, 2014		35,000
	$	890,000

4. Related Party Transactions

As of September 30, 2011, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing, except for the payable to affiliate, which has an interest rate of prime plus 3% and is payable on demand.

Nine months ended September 30,	2011		2010

Reimbursable expenses
Reimbursable expenses, which are charged to the Partnership by CCC in connection with the administration and operation of the Partnership, are allocated to the Partnership based upon several factors including, but not limited to, the number of investors, compliance issues, and the number of existing leases. These reimbursable expenses are primarily included in operating expenses, but also include legal fees on our condensed statement of operations.	$	568,000	$	563,000

Equipment acquisition fee
The General Partner earns an equipment acquisition fee of 4% of the purchase price of each item of equipment purchased, as compensation for the negotiation of the acquisition of the equipment and lease thereof, or sale under a conditional sales contract. At September 30, 2011, the remaining balance of prepaid acquisition fees was approximately $32,000, which is expected to be earned in future periods.	$	9,000	$	22,000

Debt placement fee
As compensation for arranging term debt to finance the acquisition of equipment by the Partnership, the General Partner is paid a fee equal to 1% of such indebtedness, provided, however, that such fee shall be reduced to the extent the Partnership incurs such fees to third parties, unaffiliated with the General Partner or the lender, with respect to such indebtedness and no such fee will be paid with respect to borrowings from the General Partner or its affiliates.	$	-	$	2,000

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) 2.5% of the gross lease revenues attributable to equipment which is subject to operating leases. In an effort to increase future cash flow for the fund our General Partner 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.		$	28,000			$	100,000

Equipment liquidation fee
With respect to each item of equipment sold by the General Partner (other than in connection with a conditional sales contract), a fee equal to the lesser of (i) 50% of the competitive equipment sale commission or (ii) three percent of the sales price for such equipment is payable to the General Partner. The payment of such fee is subordinated to the receipt by the limited partners of (i) a return of their net capital contributions and a 10% per annum cumulative return, compounded daily, on adjusted capital contributions and (ii) the net disposition proceeds from such sale in accordance with the Partnership Agreement. Such fee will be reduced to the extent any liquidation or resale fees are paid to unaffiliated parties.		$	5,000			$	11,000

5. Notes Payable

Notes payable consisted of the following amounts:

	September 30, 2011		December 31, 2010

Installment note payable to bank; interest at 5.75% due in quarterly installments of $22,756 including interest, with final payment in January 2011	$	-		$	22,000

Installment note payable to bank; interest at 6.21%, due in monthly installments of $1,368, including interest, with final payment in May 2012		11,000			22,000

Installment note payable to bank; interest ranging from 5.89% to 7.50%, due in monthly installments of $7,104 and $6,666, including interest, with final payment in April 2013		208,000			313,000
	$	219,000		$	357,000

These notes are secured by specific technology equipment and are nonrecourse liabilities of the Partnership. As such, the notes do not contain any debt covenants with which we must comply on either an annual or quarterly basis. Aggregate maturities of notes payable for each of the periods subsequent to September 30, 2011 are as follows:

	Amount
Three months ending December 31, 2011	$	49,000
Year ended December 31, 2012		144,000
Year ended December 31, 2013		26,000
	$	219,000

6. Supplemental Cash Flow Information

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

Nine months ended September 30,		2011				2010
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank		$	138,000			$	217,000

No interest or principal on notes payable was paid by the Partnership 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.

Noncash investing and financing activities include the following:

Nine months ended September 30,	2011		2010
Debt assumed in connection with purchase of technology equipment	$	-	$	214,000

Equipment acquisition fees earned by General Partner, upon purchase of equipment	$	9,000	$	22,000

During the nine months ended September 30, 2011 and 2010 , the Partnership wrote-off fully amortized acquisition and finance fees of approximately $42,000 and $282,000 respectively.

Additionally, during the nine months ended September 30, 2011, the Partnership wrote-off fully depreciated equipment of approximately $937,000, which represented fixed assets located in the city of Tempe, Arizona which will not be recovered as a result of the litigation described below.

7. Commitments and Contingencies

Allied Health Care Services

The bankruptcy proceedings regarding our former lessee, Allied Health Care Services Inc. (“Allied”) and its owner, Charles K. Schwartz, remain ongoing. Due to the bankruptcy proceedings, management can not determine, at this time, the status of the equipment leased to Allied or the amounts that may ultimately be paid to us from the bankruptcy estates. The timeline for identifying and recovering assets is uncertain, with resolution depending in large part upon the Trustee’s resolution of certain legal disputes and the cooperation of the various parties involved. Due to the complexity of the alleged fraud and the number of parties involved, we expect that completion of asset recovery by the trustee, and distribution to creditors will take in excess of six additional months from the date of this form 10-Q filing.

Our share of exposure related to the Allied default (if no rent is collected, the equipment is not paid for and/or we are unable to obtain performance under partial personal guaranty) is approximately $474,000 as of September 30, 2011 net of a reserve taken against substantially all the Allied receivables.

City of Tempe

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, Commonwealth Capital Corp. ("Commonwealth") has been involved in litigation on the Partnership's behalf with the City of Tempe, Arizona related to a default by a lessee, MobilePro Corp. A jury trial of Case No. CV09-00274 was held in U.S. District Court for the District of Arizona on May 16-18 and May 24-25, 2011. On May 25, 2011, judgment was entered in accordance with the jury’s verdict in favor of the City of Tempe and against Commonwealth Capital Corp. in the amount of $1,808,904. The Partnership’s share of the judgment, based upon its proportionate participation in the MobilePro lease transaction, is $866,217. Commonwealth Capital Corp. filed a Notice of Appeal to the U.S. Court of Appeals for the Ninth Circuit on September 23, 2011, and believes that multiple grounds are available for an appeal that will either set aside or reduce the amount of the judgment. In connection therewith, Commonwealth has posted a bond with the court as security during the appeal in July 2011. The Partnership provided its proportionate share of the cash needed to obtain a $2,000,000 letter of credit, which was used as collateral for the bond. The Partnership has recorded its share of the collateral, $960,000, as restricted cash in our condensed balance sheet, as of September 30, 2011. Management has determined a range of probable loss associated with this litigation, in light of the uncertain nature of the appeal, and has accrued a loss contingency in the amount of $176,000 as of September 30, 2011. It remains reasonably possible that the loss exposure could ultimately remain at approximately $866,000 if we are wholly unsuccessful upon appeal, or are unable to reach a settlement.

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, 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, 2010 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.

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 of recent accounting pronouncements.

INFORMATION TECHNOLOGY EQUIPMENT

CCC, on our behalf and on behalf of other affiliated partnerships, acquires information technology equipment subject to associated debt obligations and lease revenue and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors. Depreciation on information technology equipment for financial statement purposes is based on the straight-line method estimated generally over useful lives of two to four years.

The Equipment Leasing and Finance Association (“ELFA”) Monthly Leasing and Finance Index, which reports economic activity for the $628 billion equipment finance sector, showed overall new business volume for the 3rd Quarter of 2011 increasing 25% relative to the third quarter of 2010. Credit quality continues to improve as the rate of receivables aged in excess of 30 days has improved on average 32.4% from the 3rd quarter of 2010 through the 2nd quarter of 2011. Sixty percent of ELFA reporting members reported submitting more transactions for approval during the 3rd quarter 2011 compared to the same period the year prior. For 2011-2012 ELFA has forecast a 12% increase in finance volume year over year.

ACCOUNTS RECEIVABLE

We monitor our accounts receivable to ensure timely and accurate payment by lessees. Our Lease Relations department is responsible for monitoring accounts receivable and, as necessary, resolving outstanding invoices.

We review a customer’s credit history before extending credit. In the event of a default, we may establish a provision for uncollectible accounts receivable based upon the credit risk of specific customers, historical trends or other information.

REVENUE RECOGNITION

Through September 30, 2011, we have solely entered into operating leases. Lease revenue is recognized on a monthly straight-line basis which is in accordance with the terms of the lease agreement.

Our leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

LONG-LIVED ASSETS

We evaluate our long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. We determine 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. The fair value is determined based on estimated discounted cash flows to be generated by the asset. We determined no impairment analysis was necessary at September 30, 2011 and 2010 as no impairment indicators were noted.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of cash for the nine months ended September 30, 2011 were operating activities that generated approximately $838,000, borrowing from affiliate of approximately $506,000 and the proceeds from the sale of equipment of approximately $403,000, compared to the nine months ended September 30, 2010 where our primary sources of cash were operating activities that generated approximately $1,518,000 and proceeds from the sale of equipment of approximately $318,000.

Our primary uses of cash for the nine months ended September 30, 2011 were distributions to partners of approximately $448,000, escrow –restricted cash of approximately $960,000 and the purchase of new information technology equipment of approximately $237,000. For the nine months ended September 30, 2010 distributions to partners were approximately $1,857,000, and our capital expenditures were approximately $333,000.

Capital expenditures are expected to generally remain constant during the remainder of 2011. We intend to invest approximately $1,150,000 in additional equipment during the remainder of 2011, primarily through leveraged investments. The acquisition of this equipment will be primarily funded by debt financing. Any debt service will be funded from cash flows from lease rental payments, and not from public offering proceeds. As a result of a jury’s verdict in favor of the City of Tempe, (see Part II: Item 1, Legal Proceedings), management has suspended distributions to investors until at least the first quarter of 2012, and we may also refinance or leverage equipment to meet our cash flow needs, if necessary.

Cash was provided by operating activities for the nine months ended September 30, 2011 of approximately $838,000, which includes a net loss of approximately $876,000, a gain on sale of equipment of approximately $63,000 and depreciation and amortization expenses of approximately $1,208,000. Other non-cash activities included in the determination of net loss include direct payments of lease income by lessees to banks of approximately $138,000.

For the nine months ended September 30, 2010 cash was also generated by operating activities of approximately $1,518,000, which includes a net loss of approximately $1,255,000, a gain on sale of equipment of approximately $253,000 and depreciation and amortization expenses of approximately $3,026,000. Other non-cash activities included in the determination of net loss include direct payments of lease income by lessees to banks of approximately $217,000.

To the extent that we increase the size of our equipment portfolio, operating expenses will increase, which reflects the administrative costs of servicing the portfolio. Because of our investment strategy of leasing technology equipment primarily through triple-net leases, we avoid operating expenses related to equipment maintenance or taxes when we add equipment to the portfolio. Depreciation expenses will likely increase more rapidly than operating expenses if we add technology equipment to our portfolio.

At September 30, 2011	Amount
Total bank balance	$	178,000
FDIC insured		(178,000	)
Uninsured amount	$	-

The amounts in such accounts will fluctuate throughout 2011 due to many factors, including the pace of additional cash receipts, equipment acquisitions, payment of operating expenses and other liabilities, and distributions to limited partners.

Our investment strategy of acquiring information technology equipment and generally leasing it under triple-net leases to operators who generally meet specified financial standards minimizes our operating expenses. As of September 30, 2011, we had future minimum rentals on non-cancelable operating leases of approximately $312,000 for the balance of the year ending December 31, 2011 and approximately $578,000 thereafter.

As of September 30, 2011, our debt was approximately $219,000, with interest rates ranging from 5.89% to 7.50%, payable in monthly installments through April 2013. In addition, the Partnership had a payable to an affiliate of approximately $506,000 with an interest rate of prime plus 3% and is payable on demand.

Our cash 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 equipment 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 refinancing equipment, or by borrowing within our permissible limits. Since our leases are triple-net leases, and therefore no reserve for maintenance and repairs is deemed necessary.

RESULTS OF OPERATIONS

Three months ended September 30, 2011 compared to three months ended September 30, 2010

Revenue

For the three months ended September 30, 2011, we recognized revenue of approximately $364,000 and expenses of approximately $424,000, resulting in a net loss of approximately $60,000. For the three months ended September 30, 2010, we recognized revenue of approximately $730,000 and expenses of approximately $1,117,000, resulting in a net loss of approximately $387,000.

Our lease revenue decreased to approximately $350,000 for the three months ended September 30, 2011, from $562,000 for the three months ended September 30, 2010. This decrease was primarily due to more lease agreements ending versus new lease agreements being acquired during the three months ended September 30, 2011.

Interest revenue from cash held at financial institutions decreased to approximately $2,000 for the three months ended September 30, 2011 from approximately $6,000 for the three months ended September 30, 2010 which is consistent with the decrease in cash due to new equipment purchases and distributions for the same period. The amounts in such accounts that generate interest revenue will fluctuate throughout 2011 due to many factors, including the pace of cash receipts, equipment acquisitions and distributions to limited partners.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses decreased to approximately $56,000 for the three months ended September 30, 2011, from approximately $130,000 for the three months ended September 30, 2010 due to lower expenses from CCC including the waiving of certain administrative expenses, associated with the operation of the Partnership.

Equipment Management Fee

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 2.50% of the gross lease revenue attributable to equipment that is subject to operating leases. The equipment management fee decreased to approximately $9,000 for the three months ended September 30, 2011 from approximately $14,000 for the three months ended September 30, 2010, which is consistent with the decrease in lease revenue.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on information technology equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $325,000 for the three months ended September 30, 2011, from approximately $890,000 for the three months ended September 30, 2010. This decrease was due to equipment being fully depreciated and not being replaced with new equipment, due to acquisition fees becoming fully amortized.

Sale of Technology Equipment

We sold equipment with a net book value of approximately $95,000 for the three months ended September 30, 2011, for a net gain of approximately $12,000, compared to equipment that we sold for the three months ended September 30, 2010 with a net book value of approximately $20,000, for a net gain of approximately $162,000.

Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

Revenue

For the nine months ended September 30, 2011, we recognized revenue of approximately $1,194,000 and expenses of approximately $2,070,000, resulting in a net loss of approximately $876,000. For the nine months ended September 30, 2010, we recognized revenue of approximately $2,567,000 and expenses of approximately $3,822,000, resulting in a net loss of approximately 1,255,000.

Our lease revenue decreased to approximately $1,125,000 for the nine months ended September 30, 2011, from approximately $2,276,000 for the nine months ended September 30, 2010. This decrease was primarily due to more lease agreements ending versus new lease agreements being acquired during the nine months ended September 30, 2011. Lease revenue also decreased because we ceased booking revenues on the Allied leases completely in July 2010.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses decreased to approximately $405,000 for the nine months ended September 30, 2011, from approximately $574,000 for the nine months ended September 30, 2010. This decrease was primarily attributable to lower expenses from CCC, including the waiving of certain administrative expenses, associated with the operation of the partnership.

Our legal fees increased to approximately $231,000 for the nine months ending September 30, 2011 from approximately $35,000 for the nine months ended September 30, 2010, primarily due to legal fees associated with the City of Tempe, Arizona litigation.

A contingency loss of approximately $176,000, also related to the City of Tempe, Arizona litigation, was recorded in the second quarter of 2011. There was no such loss in 2010.

Equipment Management Fee

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. The equipment management fee decreased to approximately $28,000 for the nine months ended September 30, 2011 from approximately $100,000 for the nine months ended September 30, 2010, which is consistent with the decrease in lease revenue. Additionally, our General Partner reduced the percentage from 5% to 2.5% from July 2010 going forward, which also contributed to the reduction in equipment management fees for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on information technology equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $1,208,000 for the nine months ended September 30, 2011, from $3,026,000 for the nine months ended September 30, 2010. This decrease was due to equipment and acquisition fees being fully depreciated and not being replaced with new equipment, and to the full amortization of acquisition fees.

Sale of Technology Equipment

We sold equipment with a net book value of approximately $340,000 for the nine months ended September 30, 2011, for a net gain of approximately $63,000, compared to equipment that we sold for the nine months ended September 30, 2010 with a net book value of approximately $65,000, for a net gain of approximately $253,000.

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 principal 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 principal executive officer and principal financial officer have concluded that, as of September 30, 2011, 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 principal 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 third quarter of 2011 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

Allied Health Care Services

City of Tempe

Item 1A.	Risk Factors
Changes in economic conditions could materially and negatively affect our business. Our business is directly impacted by factors such as economic, political, and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond our control. Although we are experiencing a modest improvement in the global economy in 2011, the economic recovery continues to remain somewhat weak, and a prolonged period of economic weakness could result in the following consequences, any of which could materially affect our business: lease delinquencies may increase; problem leases and defaults could increase; and demand for information technology products generally may decrease as businesses attempt to reduce expenses.

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

Item 3.	Defaults Upon Senior Securities
	N/A

Item 5.	Other Information
	N/A

Item 6.	Exhibits

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

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

32.1 SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

32.2 SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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

November 14, 2011	By: /s/ Kimberly A. Springsteen-Abbott
Date	Kimberly A. Springsteen-Abbott
	Chief Executive Officer

November 14, 2011	By: /s/ Lynn A. Franceschina
Date	Lynn A. Franceschina
	Executive Vice President, Chief Operating Officer

Attached files

COMMONWEALTH INCOME & GROWTH FUND V Reports

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