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, 1998
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
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn.: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3183
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,
1998 1997
Assets
Cash and cash equivalents $ 1,783,947 $ 1,909,899
Total Assets $ 1,783,947 $ 1,909,899
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,641,495 $ 1,605,246
Total Liabilities 1,641,495 1,605,246
Partners' Capital:
General Partners 5,698 12,186
Limited Partners 135,330 289,421
Special Limited Partner 1,424 3,046
Total Partners' Capital 142,452 304,653
Total Liabilities and Partners' Capital $ 1,783,947 $ 1,909,899
Consolidated Statement of Partners' Capital
For the six months ended June 30, 1998
Special
General Limited Limited
Partners Partners Partner Total
Balance at December 31, 1997 $ 12,186 $ 289,421 $ 3,046 $ 304,653
Net Loss (6,488) (154,091) (1,622) (162,201)
Balance at June 30, 1998 $ 5,698 $ 135,330 $ 1,424 $ 142,452
Consolidated Statements of Operations
Three months ended Six months ended
June 30, June 30,
1998 1997 1998 1997
Income
Interest $ 79,523 $ 26,142 $ 104,682 $ 161,302
Other 0 110 0 5,632
Total Income 79,523 26,252 104,682 166,934
Expenses
General and administrative 151,504 100,059 266,883 621,371
Total Expenses 151,504 100,059 266,883 621,371
Loss from Operations (71,981) (73,807) (162,201) (454,437)
Net Loss before Minority Interest
and Benefit for Income Taxes (71,981) (73,807) (162,201) (454,437)
Minority Interest 0 (344,989) 0 (67,019)
Loss before Benefit for
Income Taxes (71,981) (418,796) (162,201) (521,456)
Benefit for Income Taxes 0 0 0 339,059
Net Loss $(71,981) $(418,796) $(162,201) $(182,397)
Net Loss Allocated:
To the General Partners $ (2,879) $ (16,752) $ (6,488) $ (7,296)
To the Limited Partners (68,382) (397,856) (154,091) (173,277)
To the Special Limited Partner (720) (4,188) (1,622) (1,824)
$(71,981) $(418,796) $(162,201) $(182,397)
Per limited partnership unit
(32,722 outstanding) $(2.09) $(12.16) $(4.71) $(5.30)
Consolidated Statements of Cash Flows
For the six months ended June 30, 1998 1997
Cash Flows From Operating Activities
Net Loss $ (162,201) $ (182,397)
Adjustments to reconcile net income to net cash
used for operating activities:
Minority interest 0 67,019
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Accounts receivable, net 0 173,415
Other assets 0 193,397
Accounts payable and accrued expenses 36,249 (501,929)
Management fee payable 0 (1,445,685)
Income taxes payable 0 (624,065)
Net cash used for operating activities (125,952) (2,320,245)
Cash Flows From Financing Activities
Distributions paid to minority interest 0 (630,582)
Distributions paid to partners 0 (10,333,264)
Net cash used for financing activities 0 (10,963,846)
Net decrease in cash and cash equivalents (125,952) (13,284,091)
Cash and cash equivalents, beginning of period 1,909,899 15,217,595
Cash and cash equivalents, end of period $1,783,947 $1,933,504
Notes to the Consolidated Financial Statements
The unaudited consolidated financial statements should be read in conjunction
with the Partnership's 1997 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, 1998 and the
results of operations for the three and six months ended June 30, 1998 and
1997, cash flows for the six months ended June 30, 1998 and 1997 and the
statement of changes in partners' capital for the six months ended June 30,
1998. Results of operations for the period are not necessarily indicative of
the results to be expected for the full year.
No significant events have occurred subsequent to fiscal year 1997, 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. However, the Partnership
will not be dissolved prior to the resolution of the pending class action suit.
A detailed discussion of this litigation is contained in Part II, Item 1
contained herein.
At June 30, 1998, the Partnership's cash and cash equivalents balance totaled
$1,783,947 compared to $1,909,899 at December 31, 1997. The decrease primarily
is due to the payment of legal expenses associated with the litigation
discussed above, continuing general and administrative expenses for 1998 and
the absence of cash flow from operations due to the Liquidating Sale. The
Partnership's remaining cash reserves will first be used to provide for the
Partnership's remaining liabilities and obligations, including any associated
with the litigation, following which any remaining cash will be distributed to
the partners upon liquidation.
Accounts payable and accrued expenses increased from $1,605,246 at December 31,
1997 to $1,641,495 at June 30, 1998. The change is due to differences in the
timing of payments, primarily for administrative, audit and legal expenses.
Results of Operations
For the three and six-month periods ended June 30, 1998, the Partnership
generated net losses of $71,981 and $162,201, respectively, compared to net
losses of $418,796 and $182,397, respectively, for the corresponding periods in
1997. The change for the three-month period primarily is due to minority
interest expense of $344,989 for the 1997 period. The change for the six-month
period primarily is due to the benefit for income taxes of $339,059 and
minority interest expense of $67,019 for the 1997 period. Excluding the
benefit for income taxes and minority interest, the Partnership generated
losses from operations of $73,807 and $454,437 for the three and six-month
periods ended June 30, 1997, respectively. The decreased loss from operations
for the six-month period primarily is attributable to the absence of operating
activity, and particularly a decrease in general, selling and administrative
expenses for the 1998 period, as a result of the Liquidating Sale.
Interest income for the three and six-month periods ended June 30, 1998 was
$79,523 and $104,682, respectively, compared to $26,142 and $161,302,
respectively, for the corresponding periods in 1997. The changes primarily are
due to the Partnership maintaining higher cash balances for the three-month
period in 1998 and lower cash balances for the six-month period in 1998, due to
the payment of a special cash distribution to partners in March 1997
representing the majority of the proceeds from the Liquidating Sale, and the
pending termination of the Partnership. Other income was $0 for the three and
six-month periods ended June 30, 1998 compared to $110 and $5,632,
respectively, for the corresponding periods in 1997, down due to management
fees no longer being earned during the 1998 periods.
General and administrative expenses for the three and six-month periods ended
June 30, 1998 were $151,504 and $266,883, respectively, compared to $100,059
and $621,371, respectively, for the corresponding periods in 1997. The
increase for the three-month period primarily is due to higher legal expenses
relating to the litigation discussed above. The decrease for the six-month
period primarily is due to the absence of operating expenses during the 1998
period due to the Liquidating Sale, partially offset by an increase in legal
expenses relating to the litigation.
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 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 which was 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 June 30, 1998.
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 13, 1998
BY: /s/Michael T. Marron
President, Director and
Chief Financial Officer
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