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EX-31.1 - CERTIFICATION - Commonwealth Income & Growth Fund VIcigf6_ex31z1.htm
EX-32.2 - CERTIFICATION - Commonwealth Income & Growth Fund VIcigf6_ex32z2.htm
EX-31.2 - CERTIFICATION - Commonwealth Income & Growth Fund VIcigf6_ex31z2.htm
EX-32.1 - CERTIFICATION - Commonwealth Income & Growth Fund VIcigf6_ex32z1.htm

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

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015 or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-131736

 

COMMONWEALTH INCOME & GROWTH FUND VI

(Exact name of registrant as specified in its charter)

 

Pennsylvania

20-4115433

(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 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

JUNE 30, 2015

 

TABLE OF CONTENTS

 

PART I

Item 1.

Financial Statements

3

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

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

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 3.

Defaults Upon Senior Securities

22

Item 4.

Mine Safety Disclosures

22

Item 5.

Other Information

22

Item 6.

Exhibits

22

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Part I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Commonwealth Income & Growth Fund VI

Condensed Balance Sheets

 

 

 

 

 

June 30,

 

December 31,

 

2015

 

2014

 

(unaudited)

 

 

ASSETS

 

 

 

Cash and cash equivalents

 $192,199  

 

 $148,748  

Lease income receivable, net of reserve of approximately $37,000

at June 30,2015 and December 31, 2014

118,780  

 

145,093  

Accounts receivable, Commonwealth Capital Corp., net

241,031  

 

324,754  

Other receivables, net of reserve of approximately $5,000 and $0

at June 30,2015 and December 31, 2014, respectively

22,775  

 

3,494  

Prepaid expenses

6,531  

 

2,543  

 

581,316  

 

624,632  

 

 

 

 

Net investment in finance leases

122,254  

 

141,327  

 

 

 

 

Equipment, at cost

11,501,202  

 

12,514,225  

Accumulated depreciation

(9,659,931) 

 

(9,853,504) 

 

1,841,271  

 

2,660,721  

 

 

 

 

Equipment acquisition costs and deferred expenses, net of

accumulated amortization of approximately $119,000 and $125,000

at June 30, 2015 and December 31, 2014, respectively

46,798  

 

72,708  

 

 

 

 

Total Assets

 $2,591,639  

 

 $3,499,388  

 

 

 

 

LIABILITIES AND PARTNERS' CAPITAL

 

 

 

 

 

 

 

LIABILITIES

 

 

 

Accounts payable

 $151,180  

 

 $125,731  

Accounts payable, CIGF, Inc., net

347,001  

 

347,209  

Other accrued expenses

214,897  

 

216,014  

Unearned lease income

72,115  

 

89,464  

Notes payable

544,762  

 

690,550  

Total Liabilities

1,329,955  

 

1,468,968  

 

 

 

 

PARTNERS' CAPITAL

 

 

 

General Partner

1,000  

 

1,000  

Limited Partners

1,260,684  

 

2,029,420  

Total Partners' Capital

1,261,684  

 

2,030,420  

 

 

 

 

Total Liabilities and Partners' Capital

 $2,591,639  

 

 $3,499,388  

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

 

 

 

 

 

 


 

Commonwealth Income & Growth Fund VI

Condensed Statements of Operations

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

2015

 

2014

 

2015

 

2014

Revenue

 

 

 

 

 

 

 

Lease

$ 549,684   

 

$ 788,092   

 

$ 1,110,808   

 

$ 1,764,852   

Interest and other

4,536   

 

13,905   

 

7,001   

 

30,453   

Gain on sale of equipment

6,376   

 

9,271   

 

20,468   

 

-   

Total revenue   

560,596   

 

811,268   

 

1,138,277   

 

1,795,305   

 

 

 

 

 

 

 

 

Expenses   

 

 

 

 

 

 

 

Operating, excluding depreciation and amortization 

108,531   

 

185,397   

 

316,973   

 

418,934   

Equipment management fee, General Partner   

27,927   

 

39,707   

 

55,995   

 

88,676   

Interest   

5,488   

 

6,755   

 

11,247   

 

9,231   

Depreciation   

376,092   

 

576,173   

 

767,843   

 

1,167,339   

Amortization of equipment acquisition costs and deferred expenses   

12,155   

 

22,818   

 

28,128   

 

44,414   

Loss on sale of equipment

-   

 

-   

 

-   

 

34,103   

Bad debt expense

5,000   

 

-   

 

5,000   

 

-   

Total expenses

535,193   

 

830,850   

 

1,185,186   

 

1,762,697   

 

 

 

 

 

 

 

 

Net income (loss)

$ 25,403   

 

$ (19,582)  

 

$ (46,909)  

 

$ 32,608   

 

 

 

 

 

 

 

 

Net income (loss) allocated to Limited Partners

$ 22,310   

 

$ (25,772)  

 

$ (54,088)  

 

$ 17,438   

 

 

 

 

 

 

 

 

Net income (loss) per equivalent Limited Partnership unit

$ 0.01   

 

$ (0.01)  

 

$ (0.03)  

 

$ 0.01   

 

 

 

 

 

 

 

 

Weighted average number of equivalent Limited

Partnership units outstanding during the period

1,794,699   

 

1,799,410   

 

1,794,870   

 

1,795,923   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

 

 

 

 

 

 

 


 

Commonwealth Income & Growth Fund VI

Condensed Statement of Partners' Capital

For the six months ended June 30, 2015

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

General

Limited

 

 

 

 

Partner

Partner

General

Limited

 

 

Units

Units

Partner

Partners

Total

Balance, January 1, 2015

50   

1,795,542   

$ 1,000   

$ 2,029,420   

$ 2,030,420   

Net income (loss)

-   

-   

7,179   

(54,088)  

(46,909)  

Redemptions

-   

(843)  

-   

(3,931)  

(3,931)  

Distributions

-   

-   

(7,179)  

(710,717)  

(717,896)  

Balance, June 30, 2015

50   

1,794,699   

$ 1,000   

$ 1,260,684   

$ 1,261,684   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

 

 

 

 

 


 

 

Commonwealth Income & Growth Fund VI

Condensed Statements of Cash Flow

(unaudited)

 

 

 

 

 

Six months ended June 30,

 

2015

 

2014

 

 

 

 

Net cash provided by operating activities

 $426,223  

 

 $1,690,854  

 

 

 

 

Cash flows from investing activities

 

 

 

Capital expenditures

(8,639) 

 

(253,125) 

Purchase of finance leases

 

 

(73,033) 

Payments received from finance leases

22,701  

 

17,887  

Equipment acquistion fees paid to General Partner

(1,844) 

 

(27,016) 

Net proceeds from the sale of equipment

118,183  

 

168,565  

Net cash provided by (used in) investing activities

130,401  

 

(166,722) 

 

 

 

 

Cash flows from financing activities

 

 

 

Redemptions

(3,931) 

 

(2,080) 

Debt placement fee

(375) 

 

(7,568) 

Distributions to Partners

(508,867) 

 

(1,098,648) 

Net cash used in financing activities

(513,173) 

 

(1,108,296) 

 

 

 

 

Net increase in cash and cash equivalents

43,451  

 

415,836  

 

 

 

 

Cash and cash equivalents at beginning of the period

148,748  

 

29,493  

 

 

 

 

Cash and cash equivalents at end of the period

 $192,199  

 

 $445,329  

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

 

 

 

 

 

 

 

 

 


 

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

1. Business

 

Commonwealth Income & Growth Fund VI (the “Partnership”) is a limited partnership organized in the Commonwealth of Pennsylvania on January 6, 2006. The Partnership offered for sale up to 2,500,000 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 May 10, 2007. The offering terminated on March 6, 2009 with 1,810,311 units sold for a total of approximately $36,000,000 in limited partner contributions.

 

The Partnership uses the proceeds of the offering to acquire, own and lease various types of information technology equipment and other similar capital equipment, which will be 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 General Partner is Commonwealth Income & Growth Fund, Inc. (the “General Partner”), a Pennsylvania corporation which is an indirect wholly owned subsidiary of CCC. CCC is a member of the Investment Program Association (IPA), Financial Planning Association (FPA), and the Equipment Leasing and Finance Association (ELFA). 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 or extended pursuant to the terms of its Limited Partnership Agreement, the Partnership will continue until December 31, 2018.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The financial information presented as of any date other than December 31, 2014 has been prepared from the books and records without audit. Financial information as of December 31, 2014 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, 2014. Operating results for the six months ended June 30, 2015 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2015.

 

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 June 30, 2015 and December 31, 2014 due to the short term nature of these financial instruments.

 

The Partnership’s long-term 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 June 30, 2015 and December 31, 2014 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 an original maturity of 90 days or less.

 

At June 30, 2015, cash was held in two accounts maintained at one financial institution with an aggregate balance of approximately $195,000. Bank accounts are federally insured up to $250,000 by the FDIC. At June 30, 2015, the total cash balance was as follows:

 

At June 30, 2015

 

Balance

 

Total bank balance

 

$

195,000

 

FDIC insured

 

 

(195,000)

 

Uninsured amount

 

$

-

 

 

The Partnership’s bank balances are 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 such accounts, and believes it is not exposed to any significant credit risk. The amount in such accounts will fluctuate throughout 2015 due to many factors, including cash receipts, equipment acquisitions, interest rates, and distribution to limited partners.

 

Recent Accounting Pronouncements

 

In June 2015, the FASB issued Accounting Standards Update No. 2015-10, Technical Corrections and Improvements- Transition guidance varies based on the amendments in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update.  The Partnership is currently evaluating the effect that this ASU will have on its financial statements.

 

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis- Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.  A reporting entity may apply the amendments in this Update using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively.  The Partnership is currently evaluating the effect that this ASU will have on its financial statements.

 

In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.  Effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities.  The Partnership is currently evaluating the effect that this ASU will have on its financial statements.

 

 


 

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption.  If substantial doubt exists but is not alleviated by management’s plans, the footnotes must specifically state that “there is substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued.”  In addition, if substantial doubt exists, regardless of whether such doubt was alleviated, entities must disclose (a) principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans, if any); (b) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and (c) management’s plans that are intended to mitigate the conditions or events that raise substantial doubt, or that did alleviate substantial doubt, about the entity’s ability to continue as a going concern.  If substantial doubt has not been alleviated, these disclosures should become more extensive in subsequent reporting periods as additional information becomes available.  In the period that substantial doubt no longer exists (before or after considering management’s plans), management should disclose how the principal conditions and events that originally gave rise to substantial doubt have been resolved.  The ASU applies prospectively to all entities for annual periods ending after December 15, 2016, and to annual and interim periods thereafter.  Early adoption is permitted.  The Partnership is currently evaluating the effect that this ASU will have on its financial statements.

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  The Partnership is currently evaluating the effect that this ASU will have on its financial statements.

 

In April 2014, the FASB issued ASU No. 2014-08 (“ASU Updated 2014-08”), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU provides guidance on the change in criteria established to enhance the presentation of reporting discontinued operations. The guidance is effective for annual financial statements beginning on or after December 15, 2014 that report discontinued operations or disposals of components of an entity. The Partnership is currently evaluating the effect that this ASU will have on its financial statements.  This was adopted January 1, 2015, however there were no discontinued operations during the six months ended, June 30, 2015.

 

3. Information Technology, Medical Technology, Telecommunications Technology, Inventory Management and Other Business-Essential Capital Equipment (“Equipment”)

 

The Partnership is the lessor of equipment under 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 will be 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 of approximately $3,000 and $4,000 were incurred for the six months ended June 30, 2015 and 2014, respectively. For the six months ended June 30, 2015 and 2014, there were no remarketing fees paid.

 

 


 

In December 2014, a significant lessee, ALSC, breached its Master Lease Agreement (“MLA”) scheduled to terminate in December 2015 and defaulted on its lease payments for equipment shared by the Partnership and other affiliated Funds.  On December 4, 2014, ALSC filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware.  On April 2, 2015, CCC, on behalf of the Funds, entered into a settlement agreement with the parent company of ALSC for $3,500,000.  The Partnership’s share of this settlement was approximately $83,000 of which $69,000 was recorded as a gain on termination of leases in the second quarter of 2015.  In addition, the Bankruptcy Court ordered the release of all equipment leased to ALSC under the MLA to the Partnerships.  In January 2015, CCC, on behalf of the Funds, entered into a Purchase Agreement (“Purchase Agreement”) for the sale of the equipment to Medshare Technologies for approximately $3,400,000.  The Partnership’s share of the sale proceeds was approximately $77,000

 

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 six months ended June 30, 2015 and 2014, was approximately $79,000 and $185,000, 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 June 30, 2015 was approximately $5,793,000 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 June 30, 2015 was approximately $12,840,000. The Partnership’s share of the outstanding debt associated with this equipment at June 30, 2015 was approximately $335,000 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 June 30, 2015 was approximately $1,032,000.

 

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, 2014 was approximately $6,224,000 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, 2014 was approximately $13,759,000. The Partnership’s share of the outstanding debt associated with this equipment at December 31, 2014 was approximately $471,000 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, 2014 was approximately $1,443,000.

 

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 future minimum rentals on non-cancellable operating leases at June 30, 2015:

 

 

 

Amount

Six months ended December 31, 2015

 

$

610,000

Year ended December 31, 2016

 

 

513,000

Year ended December 31, 2017

 

 

106,000

Year ended December 31, 2018

 

 

6,000

 

 

$

1,235,000

 

 

10 

 


 

Finance Leases:

 

The following lists the components of the net investment in direct finance leases at June 30, 2015:

 

 

 

Amount

Total minimum lease payments to be received 

$

112,000

Initial direct costs 

 

3,000

Estimated residual value of leased equipment (unguaranteed) 

 

20,000

Less: unearned income 

 

(13,000)

Net investment in direct finance leases 

$

122,000

 

 

 

 

Our finance lease customers operate in various industries, and we have no significant customer concentration in any one industry. 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 in to 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 and their payment history. 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.

 

The following table presents the credit risk profile, by creditworthiness category, of our finance lease receivables at June 30, 2015:

 

Risk Level

 

Percent of Total

 

Low

 

 

-

%

Moderate-Low

 

 

-

%

Moderate

 

 

-

%

Moderate-High

 

 

100

%

High

 

 

-

%

Net finance lease receivable

 

 

100

%

 

As of June 30, 2015, 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 future minimum rentals on non-cancelable direct financing leases at June 30, 2015:

 

 

 

Amount

Six months ended December 31, 2015

 

$

23,000

Year ended December 31, 2016

 

 

45,000

Year ended December 31, 2017

 

 

39,000

Year ended December 31, 2018

 

 

5,000

 

 

$

112,000

 

 

11 

 


4. Related Party Transactions

 

Receivables/Payables

 

As of June 30, 2015, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing.

 

 

Six months ended June 30,

 

2015

 

 

2014

 

 

 

 

 

 

 

 

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.  For the six months ended June 30, 2015 and 2014, the Partnership was charged approximately $138,000 and $143,000 in Other LP expense, respectively.  For the six months ended June 30, 2015, the Fund was allocated approximately $21,000 from CCC and recorded it as a reduction in operating expenses (see Note 7).

 

$

319,000

 

 

$

404,000

 

 

Equipment acquisition fee

 

 

 

 

 

 

 

 

The General Partner earned 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.

 

$

2,000

 

 

$

27,000

 

 

Equipment management fee

 

 

 

 

 

 

The General Partner is entitled to be paid 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 and capital leases, respectively.

 

$

56,000

 

 

$

89,000

 

 

Debt placement fee

 

 

 

 

 

 

As compensation for arranging term debt to finance our acquisition of equipment, we will pay the General Partner a fee equal to one percent of such indebtedness; provided, however, that such fee shall be reduced to the extent we incur such fees to third parties unaffiliated with the General Partner of the lender with respect to such indebtedness. No such fee will be paid with respect to borrowings from the General Partner or its affiliates. We intend to initially acquire leases on an all cash basis with the proceeds of this offering, but may borrow funds after the offering proceeds have been invested. The amount we borrow, and therefore the amount of the fee, will depend upon interest rates at the time of a loan, and the amount of leverage we determine is appropriate at the time. We do not intend to use more than 30% leverage overall in the portfolio. Fees will increase as the amount of leverage we use increases, and as turnover in the portfolio increases and additional equipment is purchased using leverage.

 

$

400

 

 

$

8,000

 

 

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 fees is subordinated to the receipt by the limited partners of (i) the return of their net capital contributions and 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.

 

$

4,000

 

 

$

5,000

 

 

12 

 


 

5. Notes Payable

 

Notes payable consisted of the following approximate amounts:

 

 

 

June 30,

2015

 

 

December 31, 2014

 

Installment note payable to bank; interest rate of 4.23%, due in quarterly installments of $10,311 including interest with final payment in September 2015

 

 

$        10,000

 

 

 

$       30,000

 

Installment note payable to bank; interest rate of 4.23%, due in quarterly installments of $5,665, including interest, with final payment in June 2016

 

 

22,000

 

 

 

33,000

 

Installment note payable to bank; interest rate of 4.85%, due in quarterly installments of $35,894, including interest, with final payment in August 2016

 

 

173,000

 

 

 

240,000

 

Installment note payable to bank; interest rate of 4.23%, due in quarterly installments of $6,288, including interest, with final payment in December 2016

 

 

 

36,000

 

 

 

 

48,000

 

Installment note payable to bank; interest rate of 1.60%, due in monthly installments of $2,775, including interest, with final payment in March 2017

 

 

58,000

 

 

 

74,000

 

Installment note payable to bank; interest rate of 1.60%, due in monthly installments of $5,138, including interest, with final payment in April 2017

 

 

111,000

 

 

 

141,000

 

Installment note payable to bank; interest rate of 4.85%, due in quarterly installments of $7,699, including interest, with final payment in July 2017

 

 

 

65,000

 

 

 

 

87,000

 

Installment note payable to bank; interest rate of 4.23%, due in quarterly installments of $420, including interest, with final payment in August 2017

 

 

4,000

 

 

 

5,000

 

Installment note payable to bank; interest rate of 4.88%, due in monthly installments of $1,058, including interest, with final payment in October 2017

 

 

 

28,000

 

 

 

 

33,000

 

Installment notes payable to bank; interest rate of 4.23%, due in quarterly installments ranging from $1,370 to $1,927, including interest, with final payment in February 2018

 

 

38,000

 

 

 

-

 

 

 

$

545,000

 

 

$

691,000

 

 

The notes are secured by specific equipment with a carrying value of approximately $861,000 as of June 30, 2015 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 maturities of notes payable for each of the periods subsequent to June 30, 2015 are as follows:

 

 

 

Amount

Six months ended December 31, 2015

 

$

177,000

Year ended December 31, 2016

 

 

289,000

Year ended December 31, 2017

 

 

76,000

Year ended December 31, 2018

 

 

3,000

 

 

$

545,000

 

 

13 

 


 

6. Supplemental Cash Flow Information

 

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

 

Six months ended June 30,

 

2015

 

 

2014

 

Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank

 

$

183,000

 

 

$

214,000

 

 

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:

 

Six months ended June 30,

 

2015

 

 

2014

 

Debt assumed in the connection with purchase of equipment

 

$

37,000

 

 

$

349,000

 

Debt assumed and satisfaction of liability in 2015 in connection with acquisition of equipment in 2014

 

$

-

 

 

$

408,000

 

Accrual for distribution to partners paid in July

 

$

209,000

 

 

$

418,000

 

 

During the six months ended June 30, 2015 and 2014, the Partnership wrote-off fully amortized acquisition and finance fees of approximately $33,000 and $58,000, respectively.

 

During the six months ended June 30, 2015 and 2014, the Partnership wrote-off fully depreciated equipment of approximately $16,000 and $403,000, respectively.

 

7. Commitments and Contingencies

 

Allied Health Care Services

 

As previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014, management wrote off the fully reserved accounts receivable and fully impaired assets related to the lease to Allied Health Care Services, Inc. (“Allied”), due to the bankruptcy of Allied and the criminal conviction of its founder for fraud. There have been no material changes in the status of Allied’s bankruptcy or in the likelihood of recovering available assets since the date of the Partnership’s annual report. The deadline for the bankruptcy trustee to pursue adversary claims against certain creditors has expired, including extensions. The bankruptcy trustee cannot seek to claim the Partnership's payments received from Allied, therefore the Partnership has no exposure to such potential claims. Commonwealth continues to pursue all of our rights against both Allied and Mr. Schwartz to recover any available assets to the greatest extent possible.

 

14 

 


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. 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.  That 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 $208,000 of expenses involving certain Funds over the course of three years.  Decisions issued by FINRA's Office of Hearing Officers may be appealed to FINRA's National Adjudicatory Council (NAC) pursuant to FINRA Rule 9311. Under NASD Rule 1015, an applicant may file a written request for review of the membership decision with the NAC within 25 days after service of the decision. While a panel decision is on appeal, the sanction is not enforced against the individual.  Ms. Springsteen-Abbott has appealed the Panel’s decision and intends to vigorously challenge it.  Upon the findings of the panel, the General Partner has determined that during the 3 months ended June 30, 2015, it will allocate approximately $87,000 of $208,000 in allegedly misallocated expenses back to the affected funds in a good faith payment for the benefit of those funds.  The Partnership’s share of the approximate $87,000 allocation is approximately $21,000.  An adjustment of approximately $21,000 was made to the Partnership’s June 30, 2015 financial statements resulting in an increase to accounts receivable, Commonwealth Capital Corp. and a reduction of an equal amount to operating expenses.  Management believes that resolution of the charge will not result in any material adverse financial impact on the Funds, but no assurance can be provided until the FINRA 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, 2014 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.

 

 

15 

 


INDUSTRY OVERVIEW

 

The Equipment Leasing and Finance Association's (ELFA) Monthly Leasing and Finance Index, which reports economic activity from 25 companies representing a cross section of the $903 billion equipment finance sector, showed their overall new business volume for June was $9.5 billion, up 4% from new business volume in June 2014. Volume was up 34% from $7.1 billion in May. Year to date, cumulative new business volume increased 9% compared to 2014. Receivables over 30 days were 1.1%, unchanged from the previous month and up from 0.9% the same period in 2014. Charge-offs remained at an all-time low of 0.2% for the 16th consecutive month. Credit approvals totaled 79.4% in June, up slightly from 79.2% in May. Total headcount for equipment finance companies was up 5.2% year over year. Separately, the Equipment Leasing & Finance Foundation's Monthly Confidence Index for July is 62.6, remaining essentially the same as the June index of 63.0.

 

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 amounts, if any. The Partnership monitors lease income receivable to ensure timely and accurate payment by lessees. The Partnership’s Lease Relations department is responsible for monitoring lease income receivable and, as necessary, resolving outstanding invoices.

 

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.

 

 

16 

 


REVENUE RECOGNITION

 

Through June 30, 2015, the Partnership’s lease portfolio consisted of operating leases and finance leases. For operating leases, lease revenue is recognized on a straight-line basis in accordance with the terms of the lease agreement.

 

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 value 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.

 

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 six months ended June 30, 2015 and 2014, was approximately $79,000 and $185,000, respectively.

 

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

 

LONG-LIVED ASSETS

 

Depreciation on technology and inventory management 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 released, 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. Residual values are determined by management and are calculated using information from both internal and external sources, as well as other economic indicators.

 

 

17 

 


LIQUIDITY AND CAPITAL RESOURCES

 

Sources and Uses of Cash

 

Our primary sources of cash for the six months ended June 30, 2015 were cash provided by operating activities of approximately $426,000 and net proceeds from the sale of equipment of approximately $118,000, compared to the six months ended June 30, 2014 where our primary sources of cash were provided by operating activities of approximately $1,691,000 and net proceeds from the sale of equipment of approximately $169,000.

 

Our primary uses of cash for the six months ended June 30, 2015 were for the purchase of new equipment of approximately $9,000 and distributions to partners of approximately $509,000.   Distributions to partners of approximately $209,000 were accrued at June 30, 2015 and paid in July 2015.  For the six months ended June 30, 2014, our primary uses of cash were for the purchase of new equipment of approximately $253,000, purchase of finance leases of approximately $73,000 and distributions to partners of approximately $1,099,000.  Distributions to partners of approximately $418,000 were accrued at June 30, 2014 and paid in July 2014.

 

Cash was provided by operating activities for the six months ended June 30, 2015 of approximately $426,000, which includes a net loss of approximately $47,000, depreciation and amortization expenses of approximately $796,000 and gain on sale of computer equipment of approximately $20,000. Other noncash activities included in the determination of net income include direct payments to banks by lessees of approximately $183,000 and bad debt expense of approximately $5,000. For the six months ended June 30, 2014, cash was provided by operating activities of approximately $1,691,000, which includes a net income of approximately $33,000 and depreciation and amortization expenses of approximately $1,212,000. Other noncash activities included in the determination of net income include direct payments to banks by lessees of approximately $214,000.

 

The General Partner elected to reduce partner distributions for the six months ended June 30, 2015.  The General Partner will reassess the funding of limited partner distributions on a quarterly basis, throughout 2015.

 

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.

 

CCC, on our behalf and on behalf of other affiliated partnerships, acquires 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.

Capital expenditures and distributions are expected to continue to increase overall during the remainder of 2015 as management focuses on additional equipment acquisitions and funding limited partner distributions. We intend to invest approximately $900,000 in additional equipment during the remainder of 2015, primarily through debt financing.

 

We consider cash equivalents to be highly liquid investments with an original maturity of 90 days or less.

 

At June 30, 2015, cash was held in two accounts maintained at one financial institution with an aggregate balance of approximately $195,000. Bank accounts are federally insured up to $250,000 by the FDIC. At June 30, 2015, the total cash balance was as follows:

 

At June 30, 2015

 

Balance

 

Total bank balance

 

$

195,000

 

FDIC insured

 

 

(195,000)

 

Uninsured amount

 

$

-

 

 

The Partnership's deposits are fully insured by the FDIC. The Partnership has not experienced any losses in our accounts, and believes it is not exposed to any significant credit risk. The amounts in such accounts will fluctuate throughout 2015 due to many factors, including cash receipts, equipment acquisitions, interest rates and distributions to investors.

 

18 

 


 

The Partnership’s 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 June 30, 2015, the Partnership had future minimum rentals on non-cancelable operating leases of approximately $610,000 for the balance of the year ending December 31, 2015 and approximately $625,000 thereafter. As of June 30, 2015, the Partnership had future minimum rentals on non-cancelable finance leases of approximately $23,000 for the balance of the year ended December 31, 2015 and approximately $89,000 thereafter.

 

As of June 30, 2015, our non-recourse debt was approximately $545,000 with interest rates ranging from 1.60% to 4.88% and will be payable through February 2018.

 

In December 2014 a significant lessee, ALSC, breached its Master Lease Agreement (“MLA”) scheduled to terminate in December 2015 and defaulted on its lease payments for equipment shared by the Partnership and other affiliated Funds.  The MLA had an original equipment purchase price of approximately $10,000,000 and was scheduled to terminate in January 2016.  The Funds had received approximately $6,300,000 in scheduled lease payments prior to the December 2014 default.  Additionally, in January 2015, Commonwealth, on behalf of the Funds, entered into a Purchase Agreement (“Purchase Agreement”) for the sale of the equipment to Medshare Technologies for approximately $3,400,000.  The Partnership’s share of the sale proceeds was approximately $77,000.  Approximately $52,000 has been received during six months ended June 30, 2015.  On April 2, 2015, Commonwealth reached a settlement agreement with the parent company of ALSC for $3,500,000.  The Partnership’s share was approximately $83,000 of which $69,000 was recorded as a gain on termination of leases in the second quarter of 2015.

 

RESULTS OF OPERATIONS

 

Three months ended June 30, 2015 compared to three months ended June 30, 2014

 

Lease Revenue

 

Our lease revenue decreased to approximately $550,000 for the three months ended June 30, 2015, from approximately $788,000 for the three months ended June 30, 2014.  The Partnership had 71 and 105 active operating leases for the three months ended June 30, 2015 and 2014, respectively.  This decline was primarily due to fewer acquisitions of new leases during the three months ended June 30, 2015 compared to the termination of leases and the default of a significant lessee in December 2014.  Management expects to add new leases to the Partnership’s portfolio throughout 2015, primarily through debt financing.

 

Sale of Equipment

 

For the three months ended June 30, 2015, the Partnership sold fully depreciated equipment with a net book value of approximately $10,000 for net gain of approximately $6,000. This compares to the three months ended June 30, 2014, when we sold fully depreciated equipment with a net book value of approximately $0 for net gain of approximately $9,000.

 

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 $109,000 for the three months ended June 30, 2015, from approximately $185,000 for the three months ended June 30, 2014. This decline is primarily attributable to a decrease in legal fees of approximately $29,000 associated with the FINRA matter (see Item 1. Legal Proceedings), a decrease in “Other LP” expense of approximately $17,000 and an allocation from CCC of approximately $21,000 recorded as a reduction in operating expenses (See Note 7).  

 

Equipment Management Fees

 

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases and approximately 2% of the gross lease revenue attributable to equipment that is subject to direct financing leases. The equipment management fee decreased to approximately $28,000 for the three months ended June 30, 2015 from approximately $40,000 for the three months ended June 30, 2014, which is consistent with the decrease in lease revenue.

 

 

19 

 


 

Depreciation and Amortization Expense

 

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $388,000 for the three months ended June 30, 2015, from approximately $599,000 for the three months ended June 30, 2014. 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 June 30, 2015.

 

Net Income (Loss)

 

For the three months ended June 30, 2015, we recognized revenue of approximately $560,000 and expenses of approximately $535,000, resulting in net income of approximately $25,000. For the three months ended June 30, 2014, we recognized revenue of approximately $811,000 and expenses of approximately $831,000, resulting in a net loss of approximately $20,000. This change in net income (loss) is due to the changes in revenue and expenses as described above.

 

Six months ended June 30, 2015 compared to six months ended June 30, 2014

 

Lease Revenue

 

Our lease revenue decreased to approximately $1,111,000 for the six months ended June 30, 2015, from approximately $1,765,000 for the six months ended June 30, 2014. The Partnership had 77 and 113 active operating leases for the six months ended June 30, 2015 and 2014, respectively.  This decline was primarily due to fewer acquisitions of new leases during the six months ended June 30, 2015 compared to the termination of leases and the default of a significant lessee in December 2014.  Management expects to add new leases to the Partnership’s portfolio throughout 2015, primarily through debt financing.

 

Sale of Equipment

 

For the six months ended June 30, 2015, we sold equipment held under operating leases with a net book value of approximately $98,000 for net gain of approximately $20,000. This compares to the six months ended June 30, 2014, when we sold equipment held under operating leases with a net book value of approximately $203,000 for net loss of approximately $34,000.

 

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 $317,000 for the six months ended June 30, 2015, from approximately $419,000 for the six months ended June 30, 2014. This decline is primarily attributable to a decrease in legal fees of approximately $80,000 associated with the FINRA matter (see Item 1. Legal Proceedings), a decrease in “Other LP” expense of approximately $5,000 and an allocation from CCC of approximately $21,000 recorded as a reduction in operating expenses (See Note 7).

 

Equipment Management Fees

 

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases and approximately 2% of the gross lease revenue attributable to equipment that is subject to direct financing leases. The equipment management fee decreased to approximately $56,000 for the six months ended June 30, 2015 from approximately $89,000 for the six months ended June 30, 2014.  This decline is consistent with the overall decrease in lease revenue.

 

Depreciation and Amortization Expense

 

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $796,000 for the six months ended June 30, 2015, from approximately $1,212,000 for the six months ended June 30, 2014. 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 six months ended June 30, 2015.

 

 

20 

 


 

Net (Loss) Income

 

For the six months ended June 30, 2015, we recognized revenue of approximately $1,138,000 and expenses of approximately $1,185,000, resulting in a net loss of approximately $47,000. For the six months ended June 30, 2014, we recognized revenue of approximately $1,795,000 and expenses of approximately $1,762,000, resulting in a net income of approximately $33,000. This change in net (loss) income is due to the changes in revenue and expenses as 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 June 30, 2015, 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 second quarter of 2015 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

 

 

21 

 


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. 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.  That 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 $208,000 of expenses involving certain Funds over the course of three years.  Decisions issued by FINRA's Office of Hearing Officers may be appealed to FINRA's National Adjudicatory Council (NAC) pursuant to FINRA Rule 9311. Under NASD Rule 1015, an applicant may file a written request for review of the membership decision with the NAC within 25 days after service of the decision. While a panel decision is on appeal, the sanction is not enforced against the individual.  Ms. Springsteen-Abbott has appealed the Panel’s decision and intends to vigorously challenge it.  Upon the findings of the panel, the General Partner has determined that during the 3 months ended June 30, 2015, it will allocate approximately $87,000 of $208,000 in allegedly misallocated expenses back to the affected funds in a good faith payment for the benefit of those funds.  The Partnership’s share of the approximate $87,000 allocation is approximately $21,000.  An adjustment of approximately $21,000 was made to the Partnership’s June 30, 2015 financial statements resulting in an increase to accounts receivable, Commonwealth Capital Corp. and a reduction of an equal amount to operating expenses.  Management believes that resolution of the charge will not result in any material adverse financial impact on the Funds, but no assurance can be provided until the FINRA 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

 

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

31.2 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

 

 

 

 

 

 

 

 

22 

 


 

 

 

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 VI

 

BY: COMMONWEALTH INCOME & GROWTH FUND, INC., General Partner

 

August 14, 2015

By: /s/ Kimberly A. Springsteen-Abbott

Date

Kimberly A. Springsteen-Abbott

 

Chief Executive Officer

Commonwealth Income & Growth Fund, Inc.

 

 

 

 

August 14, 2015

By: /s/ Lynn A. Franceschina

Date

Lynn A. Franceschina

 

Executive Vice President, Chief Operating Officer


 

 

 

 

 

 

 

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