United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 1997
or
For the Transition period from ______ to ______
Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 01-13532
EQUIPMENT ASSET RECOVERY FUND, L.P.
Exact Name of Registrant as Specified in its Charter
TEXAS 11-2661586
State or Other Jurisdiction of I.R.S. Employer Identification No.
Incorporation or Organization
3 World Financial Center, 29th Floor, 10285
New York, NY Attn.: Andre Anderson Zip Code
Address of Principal Executive Offices
(212) 526-3237
Registrant's Telephone Number, Including Area Code
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
Consolidated Balance Sheets At September 30, At December 31,
1997 1996
Assets
Cash and cash equivalents $1,969,766 $15,217,595
Accounts receivable, net of allowance for
doubtful accounts of $10,000 in 1996 _ 173,415
Other assets _ 193,397
Total Assets $1,969,766 $15,584,407
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $1,296,375 $1,745,745
Management fee payable _ 1,445,685
Distribution payable _ 10,333,264
Income taxes payable _ 624,065
Total Liabilities 1,296,375 14,148,759
Minority interest 37,741 584,313
Partners' Capital:
General Partners 25,426 34,053
Limited Partners (32,722 units outstanding) 603,868 808,769
Special Limited Partner 6,356 8,513
Total Partners' Capital 635,650 851,335
Total Liabilities and Partners' Capital $1,969,766 $15,584,407
Consolidated Statement of Partners' Capital
For the nine months ended September 30, 1997
Special
General Limited Limited
Partners Partners Partner Total
Balance at December 31, 1996 $ 34,053 $808,769 $ 8,513 $851,335
Net Loss (8,627) (204,901) (2,157) (215,685)
Balance at September 30, 1997 $ 25,426 $603,868 $ 6,356 $635,650
Consolidated Statements of Operations
Three months ended Nine months ended
September 30, September 30,
1997 1996 1997 1996
Income
Rental $ _ $1,088,745 $ _ $3,545,509
Interest 25,377 36,148 186,679 65,920
Other 15 5,000 5,647 15,120
Total Income 25,392 1,129,893 192,326 3,626,549
Expenses
Rental _ 265,009 _ 880,019
General, selling and administrative 81,512 656,952 702,883 1,500,724
Depreciation and amortization _ 509,482 _ 1,074,056
Interest _ 15,444 _ 175,996
Management fee _ 85,691 _ 376,965
Total Expenses 81,512 1,532,578 702,883 4,007,760
Loss from Operations (56,120) (402,685) (510,557) (381,211)
Other Income
Gain on sale of equipment _ 1,033,970 _ 4,741,653
Gain on extinguishment of debt _ 130,144 _ 130,144
Total Other Income _ 1,164,114 _ 4,871,797
Net Income (Loss) before Minority
Interest and Provision
for Income Taxes (56,120) 761,429 (510,557) 4,490,586
Minority Interest (17,590) 319,746 (84,609) 300,435
Income (Loss) before Provision
for Income Taxes (73,710) 1,081,175 (595,166) 4,791,021
Provision for Income Taxes 40,422 181,330 379,481 (167,087)
Net Income (Loss) $(33,288) $1,262,505 $(215,685) $4,623,934
Net Income (Loss) Allocated:
To the General Partners $(1,331) $ 50,501 $(8,627) $583,648
To the Limited Partners (31,624) 1,199,379 (204,901) 3,998,199
To the Special Limited Partner (333) 12,625 (2,157) 42,087
$(33,288) $1,262,505 $(215,685) $4,623,934
Per limited partnership unit
(32,722 outstanding) $ (.97) $ 36.66 $ (6.26) $ 122.19
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1997 1996
Cash Flows From Operating Activities
Net Income (Loss) $ (215,685) $4,623,934
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Gain on sale of equipment _ (4,741,653)
Gain on extinguishment of debt _ (130,144)
Minority interest 84,609 (300,435)
Depreciation and Amortization _ 1,074,056
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts receivable, net 173,415 3,867
Other assets 193,397 (98,390)
Accounts payable and accrued expenses (449,370) (181,565)
Management fee payable (1,445,685) 133,667
Income taxes payable (624,065) 167,087
Due to affiliates _ 44,290
Net cash provided by (used for) operating activities (2,283,384) 594,714
Cash Flows From Investing Activities
Proceeds from sale of equipment _ 5,772,000
Net cash provided by investing activities _ 5,772,000
Cash Flows From Financing Activities
Proceeds from long-term debt _ 249,247
Principal payments on long-term debt _ (4,472,655)
Distributions paid to minority interest (631,181) _
Distributions paid to partners (10,333,264) _
Net cash used for financing activities (10,964,445) (4,223,408)
Net increase (decrease) in cash and cash equivalents (13,247,829) 2,143,306
Cash and cash equivalents, beginning of period 15,217,595 1,118,831
Cash and cash equivalents, end of period $ 1,969,766 $3,262,137
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest $ _ $175,996
Notes to the Consolidated Financial Statements
The unaudited consolidated financial statements should be read in conjunction
with the Partnership's 1996 annual audited consolidated financial statements
within Form 10-K.
The unaudited consolidated financial statements include all normal and
reoccurring adjustments which are, in the opinion of management, necessary to
present a fair statement of financial position as of September 30, 1997 and the
results of operations for the three and nine months ended September 30, 1997
and 1996, cash flows for the nine months ended September 30, 1997 and 1996 and
the statement of changes in partners' capital for the nine months ended
September 30, 1997. Results of operations for the period are not necessarily
indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.
The following significant event has occurred subsequent to fiscal year 1996,
and material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
On June 4, 1997, a purported class action suit was commenced by a limited
partner who acquired its interest in the Partnership through a tender offer
(the "Plaintiff"), on behalf of, among others, all limited partners of
Equipment Asset Recovery Fund, L.P. (the "Partnership"), in the 151st judicial
District Court for Harris County, Houston, Texas against Steven A. Webster,
Equipment Management, Inc. (the general partners of the Partnership), DSC
Venture (a Texas joint venture in which the Partnership owns a 99% interest),
Dayton-Scott Equipment Company (the former manager of the Partnership's
construction crane fleet) and SFN Corporation (a corporation owned, in part, by
the Partnership, which, in turn, owned construction cranes which were sold with
the balance of the Partnership's crane fleet in the fourth quarter of 1996) and
the Partnership (a Nominal Defendant) (collectively, the "Defendants"). The
petition purports to bring a suit for breach of fiduciary duty and breach of
contract with respect to the management and sale of the construction crane
fleet and related equipment. The Plaintiff has requested that the court enter
a judgment against the Defendants, jointly and severally, (i) declaring a
proper class action; (ii) awarding unspecified compensatory damages, plus
interest, expenses and attorneys fees and (iii) awarding punitive and exemplary
damages. The Defendants believe the allegations in this complaint are without
merit and intend to defend the action vigorously.
Part 1. Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
On November 27, 1996, the Partnership, DSC Venture ("DSC") and SFN Corporation
("SFN") executed a sale (the "Liquidating Sale") of their crane fleets, related
equipment and existing customer crane rental agreements to Western Crane
Supply, Inc. ("Western"), a Kennewick, Washington-based operator of
construction cranes and an affiliate of Neil F. Lampson, Inc., for a total
consideration of $15.9 million cash. Reference is made to the Partnership's
1996 annual report on Form 10-K for a discussion of the terms and conditions of
the Liquidating Sale. As a result of the Liquidating Sale, the General Partners
are in the process of dissolving the Partnership.
At September 30, 1997, the Partnership and its consolidated venture and
subsidiary's cash and cash equivalents balance totaled $1,969,766 compared to
$15,217,595 at December 31, 1996. The decrease is primarily due to the payment
of cash distributions and the absence of cash flow from operations due to the
Liquidating Sale. On March 6, 1997, the Partnership paid a special cash
distribution, in the amount of $300 per Unit, to Unitholders of record as of
November 27, 1996. As a result, distribution payable decreased from
$10,333,264 at December 31, 1996 to $0 at September 30, 1997. Such
distribution represented a substantial portion of the net sales proceeds and
distributions from DSC received by the Partnership from the Liquidating Sale.
The Partnership's remaining cash reserve will first be used to provide for the
Partnership's remaining liabilities and obligations, following which any
remaining cash will be distributed to the partners upon liquidation.
Accounts receivable decreased from $173,415 at December 31, 1996 to $0 at
September 30, 1997 primarily due to absence of receivables at September 30,
1997 resulting from the Liquidating Sale.
Other assets decreased from $193,397 at December 31, 1996 to $0 at September
30, 1997 due to the reimbursement of overpaid closing costs, held in escrow,
from the Liquidating Sale during the first quarter of 1997.
Accounts payable and accrued expenses decreased from $1,745,745 at December 31,
1996 to $1,296,375 at September 30, 1997 due to the payment of 1996 operating
expenses.
Management fee payable decreased from $1,445,685 at December 31, 1996 to $0 at
September 30, 1997 reflecting the payment during the first quarter of 1997 of
deferred management fees and property disposition fees.
Income taxes payable decreased from $624,065 at December 31, 1996 to $0 at
September 30, 1997. The decrease is primarily due to the payment of federal
income taxes during the first quarter of 1997.
Results of Operations
For the three and nine months ended September 30, 1997, the Partnership
generated losses from operations of $56,120 and $510,557, respectively, in
comparison to $402,685 and $381,211 for the corresponding periods in 1996. The
decreased loss from operations during the three-month period is primarily
attributable to a decrease in total expenses incurred by the Partnership during
the 1997 period, partially offset by the absence of rental income, as a result
of the Liquidating Sale. The increase in loss from operations during the
nine-month period is primarily due to the absence of rental revenue, partially
offset by a decrease in total expenses in the 1997 period, as a result of the
Liquidating Sale.
Rental income decreased to $0 for the three and nine months ended September 30,
1997 respectively, compared to $1,088,745 and $3,545,509 for the three and nine
months ended September 30, 1996, reflecting the absence of rental revenue in
the 1997 periods as a result of the Liquidating Sale.
Interest income for the three months ended September 30, 1997 totaled $25,377
and $186,679, respectively, compared to $36,148 and $65,920 for the
corresponding periods in 1996. The decrease for the three-month period is
primarily due to the Partnership maintaining a lower average cash balance
during the third quarter of 1997. The increase for the nine-month period is
primarily due to the Partnership's higher average cash balances during the
first nine months of 1997 as a result of the proceeds from the Liquidating
Sale.
As a result of the Liquidating Sale, rental expenses, depreciation and
amortization, interest expense and management fee expense decreased from their
respective balances for the three- and nine-month periods ended September 30,
1996 to $0 during the same periods in 1997.
General, selling and administrative expenses decreased to $81,512 and $702,883
for the three and nine months ended September 30, 1997 from $656,952 and
$1,500,724 for the same periods in 1996. The decreases for both periods are
primarily attributable to the wind down of Partnership operations subsequent to
the Liquidating Sale.
Part II Other Information
Item 1 On June 4, 1997, a purported class action suit was commenced by a
limited partner who acquired its interest in the Partnership through
a tender offer (the "Plaintiff"), on behalf of, among others, all
limited partners of Equipment Asset Recovery Fund, L.P. (the
"Partnership"), in the 151st judicial District Court for Harris
County, Houston, Texas against Steven A. Webster, Equipment
Management, Inc. (the general partners of the Partnership), DSC
Venture (a Texas joint venture in which the Partnership owns a 99%
interest), Dayton-Scott Equipment Company (the former manager of the
Partnership's construction crane fleet) and SFN Corporation (a
corporation owned, in part, by the Partnership, which, in turn, owned
construction cranes which were sold with the balance of the
Partnership's crane fleet in the fourth quarter of 1996) and the
Partnership (a Nominal Defendant) (collectively, the "Defendants").
The petition purports to bring a suit for breach of fiduciary duty
and breach of contract with respect to the management and sale of the
construction crane fleet and related equipment. The Plaintiff has
requested that the court enter a judgment against the Defendants,
jointly and severally, (i) declaring a proper class action; (ii)
awarding unspecified compensatory damages, plus interest, expenses
and attorneys fees and (iii) awarding punitive and exemplary damages.
The Defendants believe the allegations in this complaint are without
merit and intend to defend the action vigorously.
Items 2-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits - None
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were
filed during the quarter ended September 30, 1997.
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.
EQUIPMENT ASSET RECOVERY FUND, L.P.
BY: EQUIPMENT MANAGEMENT INC.
General Partner
Date: November 13, 1997 BY: /s/ Jeffrey Carter
President, Chief Financial Officer
Date: November 13, 1997 BY: /s/ Moshe Braver
Vice President & Director
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Sept-30-1997
<CASH> 1,969,766
<SECURITIES> 000
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 1,969,766
<CURRENT-LIABILITIES> 1,296,375
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 635,650
<TOTAL-LIABILITY-AND-EQUITY> 1,969,766
<SALES> 000
<TOTAL-REVENUES> 192,326
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 702,883
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (595,166)
<INCOME-TAX> 379,481
<INCOME-CONTINUING> (215,685)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (215,685)
<EPS-PRIMARY> (6.26)
<EPS-DILUTED> (6.26)
</TABLE>
