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 June 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,
New York, NY Attn.: Andre Anderson 10285
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 June 30, At December 31,
1997 1996
Assets
Cash and cash equivalents $1,933,504 $15,217,595
Accounts receivable, net of
allowance for doubtful accounts
of $10,000 in 1996 _ 173,415
Other assets _ 193,397
Total Assets $1,933,504 $15,584,407
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued
expenses $1,243,816 $1,745,745
Management fee payable _ 1,445,685
Distribution payable _ 10,333,264
Income taxes payable _ 624,065
Total Liabilities 1,243,816 14,148,759
Minority interest 20,750 584,313
Partners' Capital:
General Partners 26,757 34,053
Limited Partners (32,722 outstanding) 635,492 808,769
Special Limited Partner 6,689 8,513
Total Partners' Capital 668,938 851,335
Total Liabilities and
Partners' Capital $1,933,504 $15,584,407
Consolidated Statement of Partners' Capital
For the six months ended June 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 (7,296) (173,277) (1,824) (182,397)
Balance at June 30, 1997 $26,757 $635,492 $6,689 $668,938
Consolidated Statements of Operations
Three months Six Months
ended June 30, ended June 30,
1997 1996 1997 1996
Income
Rental $ _ $1,169,391 $ _ $ 2,456,764
Interest 26,142 14,798 161,302 29,772
Other 110 5,100 5,632 10,120
Total Income 26,252 1,189,289 166,934 2,496,656
Expenses
Rental _ 274,181 _ 615,010
General, selling and
administrative 100,059 434,235 621,371 843,772
Depreciation and
amortization _ 269,799 _ 564,574
Interest _ 73,799 _ 160,552
Management fee _ 226,114 _ 291,274
Total Expenses 100,059 1,278,128 621,371 2,475,182
Income (Loss)
from Operations (73,807) (88,839) (454,437) 21,474
Other Income
Gain on sale of equipment _ 3,347,251 _ 3,707,683
Net Income (Loss) before
Minority Interest and
Provision for Income Taxes (73,807) 3,258,412 (454,437) 3,729,157
Minority Interest (344,989) (102,241) (67,019) (19,311)
Income (Loss) before
Provision for Income
Taxes (418,796) 3,156,171 (521,456) 3,709,846
Provision for Income Taxes _ (138,021) 339,059 (348,417)
Net Income (Loss) $(418,796) $3,018,150 $(182,397) $3,361,429
Net Income (Loss) Allocated:
To the General Partners $ (16,752) $ 101,485 $ (7,296) $ 444,764
To the Limited Partners (397,856) 2,798,820 (173,277) 2,798,820
To the Special Limited
Partner (4,188) 117,845 (1,824) 117,845
$(418,796) $3,018,150 $(182,397) $3,361,429
Per limited partnership unit
(32,722 outstanding) $(12.16) $85.53 $(5.30) $85.53
Consolidated Statements of Cash Flows
For the six months ended June 30, 1997 1996
Cash Flows From Operating Activities
Net Income (Loss) $ (182,397) $3,361,429
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Gain on sale of equipment _ (3,707,683)
Minority interest 67,019 19,311
Depreciation _ 531,523
Amortization _ 33,051
Increase (decrease) in cash arising
from changes in operating assets and
liabilities:
Accounts receivable, net 173,415 (35,875)
Other assets 193,397 (396,009)
Accounts payable and accrued expenses (501,929) 47,795
Management fee payable (1,445,685) 93,779
Income taxes payable (624,065) 348,417
Accrued interest _ 12,148
Due to affiliates _ 188,664
Net cash provided by (used for) operating
activities (2,320,245) 496,550
Cash Flows From Investing Activities
Proceeds from sale of equipment _ 4,987,125
Net cash provided by investing activities _ 4,987,125
Cash Flows From Financing Activities
Proceeds from long-term debt _ 100,000
Principal payments on long-term debt _ (2,529,430)
Distributions paid to minority interest (630,582) _
Distributions paid to partners (10,333,264) _
Net cash used for financing activities (10,963,846) (2,429,430)
Net increase (decrease) in cash and
cash equivalents (13,284,091) 3,054,245
Cash and cash equivalents, beginning of period 15,217,595 1,118,831
Cash and cash equivalents, end of period $1,933,504 $4,173,076
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest $ _ $ 148,404
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 June 30, 1997 and the results of
operations for the three and six months ended June 30, 1997
and 1996, cash flows for the six months ended June 30, 1997
and 1996 and the statement of changes in partners' capital for
the six months ended June 30, 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.
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 Pa tnership's crane fleet in the fourth quarter
of 1996) and the Partnership (a Nominal Defendant)
(collectively, the "Defendants"). The complaint alleges,
inter alia, claims of fraud, negligent misrepresentation,
breach of contract and breach of fiduciary duty 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 June 30, 1997, the Partnership and its consolidated venture
and subsidiary's cash and cash equivalents balance totaled
$1,933,504 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 June 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 June 30, 1997 primarily due to absence of receivables
at June 30, 1997 resulting from the Liquidating Sale.
Other assets decreased from $193,397 at December 31, 1996 to $0
at June 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 $1,243,816 at June 30, 1997 due to the
payment of 1996 operating expenses.
Management fee payable decreased from to $1,445,685 at
December 31, 1996 to $0 at June 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 June 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 months ended June 30, 1997, the Partnership
generated a loss from operations of $73,807 in comparison to
$88,839 during the same period in 1996. For the six months
ended June 30, 1997, the Partnership generated a net loss from
operations of $454,437 compared to net income of $21,474 during
the same period in 1996. The decreased net loss during the
threemonth 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 change from net income to
net loss during the six-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 six months ended
June 30, 1997 respectively, compared to $1,169,391 and
$2,456,764 for the three and six months ended June 30, 1996
reflecting the absence of rental revenue in the 1997 periods as
a result of the Liquidating Sale.
Interest income for the three and six months ended June 30,
1997 increased in comparison to the same periods in 1996
primarily due to the Partnership's higher average cash balances
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 six-month periods ended June 30, 1996 to $0 during
the same periods in 1997.
General, selling and administrative expenses decreased to
$100,059 and $621,371 for the three and six months ended
June 30, 1997 from $434,435 and $843,772 for the same periods
in 1996. The decrease is primarily attributable to the wind
down of the Partnership and venture 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
complaint alleges, inter alia, claims of fraud,
negligent misrepresentation, breach of contract and
breach of fiduciary duty 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 June 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: August 14, 1997 BY: /s/ Moshe Braver
President & Director
Date: August 14, 1997 BY: /s/ Daniel Palmier
Vice President & Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Jun-30-1997
<CASH> 1,933,504
<SECURITIES> 000
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 1,933,504
<CURRENT-LIABILITIES> 1,243,816
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 668,938
<TOTAL-LIABILITY-AND-EQUITY> 1,933,504
<SALES> 000
<TOTAL-REVENUES> 166,934
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 621,371
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (454,437)
<INCOME-TAX> 339,059
<INCOME-CONTINUING> (182,397)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (182,397
<EPS-PRIMARY> (5.30)
<EPS-DILUTED> (5.30)
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