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 March 31, 1997
or
Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
For the Transition period from ______ to ______
Commission File Number: 0-13532
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,
New York, NY Attn: Andre Anderson 10285-2900
Address of Principal Executive Offices Zip Code
(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 March 31, At December 31,
1997 1996
Assets
Cash and cash equivalents $ 1,911,202 $15,217,595
Accounts receivable, net of allowance for
doubtful accounts of $10,000 in 1996 39,298 173,415
Income taxes receivable 330,514 _
Other assets _ 193,397
Total Assets $ 2,281,014 $15,584,407
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,282,913 $ 1,745,745
Management fee payable _ 1,445,685
Distribution payable _ 10,333,264
Income taxes payable 39,205 624,065
Total Liabilities 1,322,118 14,148,759
Minority interest (128,838) 584,313
Partners' Capital:
General Partners 43,509 34,053
Limited Partners (32,722 outstanding) 1,033,348 808,769
Special Limited Partner 10,877 8,513
Total Partners' Capital 1,087,734 851,335
Total Liabilities and Partners' Capital $ 2,281,014 $15,584,407
Consolidated Statement of Partners' Capital
For the three months ended March 31, 1997
Special
General Limited Limited
Partners Partners Partner Total
Balance at December 31, 1996 $ 34,053 $ 808,769 $ 8,513 $ 851,335
Net Income 9,456 224,579 2,364 236,399
Balance at March 31, 1997 $ 43,509 $1,033,348 $ 10,877 $1,087,734
Consolidated Statements of Operations
For the three months ended March 31, 1997 1996
Income
Rental income $ _ $ 1,287,373
Interest income 135,160 14,974
Other income 5,522 5,020
Total Income 140,682 1,307,367
Expenses
Rental expenses _ 340,829
General, selling and administrative 521,312 409,537
Depreciation and amortization _ 294,775
Interest expense _ 86,753
Management fee _ 65,160
Total Expenses 521,312 1,197,054
Income (Loss) from Operations (380,630) 110,313
Other Income
Gain on sale of equipment _ 360,432
Net Income (Loss) before Minority Interest
and Provision for Income Taxes (380,630) 470,745
Minority Interest 277,970 82,930
Income (Loss) before Provision for Income Taxes (102,660) 553,675
Provision for Income Taxes 339,059 (210,396)
Net Income $ 236,399 $ 343,279
Net Income Allocated:
To the General Partners $ 9,456 $ 343,279
To the Limited Partners 224,579 _
To the Special Limited Partner 2,364 _
$ 236,399 $ 343,279
Per limited partnership unit
(32,722 outstanding) $ 6.86 $ _
Consolidated Statements of Cash Flows
For the three months ended March 31, 1997 1996
Cash Flows From Operating Activities
Net Income $ 236,399 $ 343,279
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Gain on sale of equipment _ (360,432)
Minority interest (713,151) (82,930)
Depreciation _ 278,250
Amortization _ 16,525
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts receivable, net 134,117 (119,706)
Income taxes receivable (330,514) _
Other assets 193,397 (175,671)
Accounts payable and accrued expenses (462,832) (52,999)
Management fee payable (1,445,685) 50,161
Accrued interest _ 25,955
Due to affiliates _ 8,919
Income taxes payable (584,860) 210,396
Net cash provided by (used for) operating
activities (2,973,129) 141,747
Cash Flows From Investing Activities
Proceeds from sale of equipment _ 570,375
Net cash provided by investing activities _ 570,375
Cash Flows From Financing Activities
Proceeds from long-term debt _ 100,000
Principal payments on long-term debt _ (667,425)
Distributions paid to partners (10,333,264) _
Net cash used for financing activities (10,333,264) (567,425)
Net increase (decrease) in cash and
cash equivalents (13,306,393) 144,697
Cash and cash equivalents, beginning of period 15,217,595 1,118,831
Cash and cash equivalents, end of period $ 1,911,202 $ 1,263,528
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest $ _ $ 60,798
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 March 31, 1997 and the results of operations and
cash flows for the three months ended March 31, 1997 and 1996 and
the statement of changes in partners' capital for the three
months ended March 31, 1997. Results of operations for the
period are not necessarily indicative of the results to be
expected for the full year.
Reclassification. Certain prior year amounts have been
reclassified in order to conform to the current year's
presentation.
No significant events have occurred subsequent to fiscal year
1996, and no material contingencies exist which would require
disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
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 March 31, 1997, the Partnership and its consolidated venture
and subsidiary's cash and cash equivalents balance totaled
$1,911,202 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. 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 $39,298 at March 31, 1997 due to the collection of receivable
amounts during the three months ended March 31, 1997.
Income taxes receivable increased from $0 at December 31, 1996 to
$330,514 at March 31, 1997, reflecting a refund of federal tax
due SFN which resulted from prior-year overpayments.
Other assets decreased from $193,397 at December 31, 1996 to $0
at March 31, 1997 due to the receipt of proceeds during the 1997
first quarter from the Liquidating Sale that were held in escrow.
Accounts payable and accrued expenses decreased from $1,745,745
at December 31, 1996 to $1,282,913 at March 31, 1997 due to the
payment of accrued operating expenses.
Management fee payable decreased from to $1,445,685 at
December 31, 1996 to $0 at March 31, 1997 reflecting the payment
during the first quarter of 1997 of the deferred management fees
and the property disposition fees.
Income taxes payable decreased from $624,065 at December 31, 1996
to $39,205 at March 31, 1997. The balance at December 31, 1996
represents both accrued federal and state tax liabilities. The
balance at March 31, 1997 represents accrued state tax
liabilities only. In addition, SFN has recorded a federal tax
receivable as discussed above.
Results of Operations
For the three months ended March 31, 1997, the Partnership
generated a net loss from operations of $380,630 compared to net
income of $110,313 during the same period in 1996. The change
from net income to net loss is primarily due to the Liquidating
Sale.
Rental income for the three months ended March 31, 1997 decreased
to $0 in comparison to $1,287,373 during the same period in 1996
reflecting the absence of rental revenue in the 1997 period as a
result of the Liquidating Sale.
Interest income for the three months ended March 31, 1997
increased in comparison to the same period in 1996 primarily due
to the Partnership's higher average cash balances as a result of
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-month period ended March 31, 1996 to $0 during the same
period in 1997.
General, selling and administrative expenses for the three months ended March
31, 1997 were $521,312, compared to $409,537 for the same period in 1996. The
increase reflects contract services incurred in connection with liquidating the
Partnership's 51% owned subsidiary, SFN Corporation.
Part II Other Information
Items 1-5 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 March 31, 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: May 14, 1997 BY: /s/ Moshe Braver
President, Director and
Chief Financial Officer
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1997
<CASH> 1,911,202
<SECURITIES> 000
<RECEIVABLES> 39,298
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 369,812
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 2,281,014
<CURRENT-LIABILITIES> 1,282,913
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 1,087,734
<TOTAL-LIABILITY-AND-EQUITY> 2,281,014
<SALES> 000
<TOTAL-REVENUES> 140,682
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 521,312
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (102,660)
<INCOME-TAX> 339,059
<INCOME-CONTINUING> 236,399
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 236,399
<EPS-PRIMARY> 6.86
<EPS-DILUTED> 6.86
</TABLE>
