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, 1998
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
Incorporation or Organization I.R.S. Employer Identification No.
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,
1998 1997
Assets
Cash and cash equivalents $ 1,803,279 $ 1,909,899
Total Assets $ 1,803,279 $ 1,909,899
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,588,846 $ 1,605,246
Total Liabilities 1,588,846 1,605,246
Partners' Capital:
General Partners 8,577 12,186
Limited Partners 203,712 289,421
Special Limited Partner 2,144 3,046
Total Partners' Capital 214,433 304,653
Total Liabilities and Partners' Capital $ 1,803,279 $ 1,909,899
Consolidated Statement of Partners' Capital
For the three months ended March 31, 1998
Special
General Limited Limited
Partners Partners Partner Total
Balance at December 31, 1997 $ 12,186 $ 289,421 $ 3,046 $ 304,653
Net Loss (3,609) (85,709) (902) (90,220)
Balance at March 31, 1998 $ 8,577 $ 203,712 $ 2,144 $ 214,433
Consolidated Statements of Operations
For the three months ended March 31, 1998 1997
Income
Interest income $ 25,159 $ 135,160
Other income _ 5,522
Total Income 25,159 140,682
Expenses
General, selling and administrative 115,379 521,312
Total Expenses 115,379 521,312
Loss from Operations (90,220) (380,630)
Net Loss before Minority Interest
and Benefit for Income Taxes (90,220) (380,630)
Minority Interest _ 277,970
Loss before Benefit for Income Taxes (90,220) (102,660)
Provision for Income Taxes _ 339,059
Net Income (Loss) $ (90,220) $ 236,399
Net Income (Loss) Allocated:
To the General Partners $ (3,609) $ 9,456
To the Limited Partners (85,709) 224,579
To the Special Limited Partner (902) 2,364
$ (90,220) $ 236,399
Per limited partnership unit
(32,722 outstanding) $ (2.76) $ 6.86
Consolidated Statements of Cash Flows
For the three months ended March 31, 1998 1997
Cash Flows From Operating Activities
Net Income (Loss) $ (90,220) $ 236,399
Adjustments to reconcile net income (loss) to
net cash used for operating activities:
Minority interest _ (713,151)
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Accounts receivable, net _ 134,117
Income taxes receivable _ (330,514)
Other assets _ 193,397
Accounts payable and accrued expenses (16,400) (462,832)
Management fee payable _ (1,445,685)
Income taxes payable _ (584,860)
Net cash used for operating activities (106,620) (2,973,129)
Cash Flows From Financing Activities
Distributions paid to partners _ (10,333,264)
Net cash used for financing activities _ (10,333,264)
Net decrease in cash and cash equivalents (106,620) (13,306,393)
Cash and cash equivalents, beginning of period 1,909,899 15,217,595
Cash and cash equivalents, end of period $ 1,803,279 $ 1,911,202
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 March 31, 1998 and the
results of operations and cash flows for the three months ended March 31, 1998
and 1997 and the statement of changes in partners' capital for the three months
ended March 31, 1998. 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 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 March 31, 1998, the Partnership and its consolidated venture and
subsidiary's cash and cash equivalents balance totaled $1,803,279 compared to
$1,909,899 at December 31, 1997. The decrease primarily is due to the payment
of accrued expenses for 1997, 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 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 payable and accrued expenses decreased from $1,605,246 at December 31,
1997 to $1,588,846 at March 31, 1998. The change is due to differences in the
timing of payments, primarily for audit and legal expenses.
Results of Operations
For the three-month period ended March 31, 1998, the Partnership generated a
net loss of $90,220 compared to net income of $236,399 for the corresponding
period in 1997. The change from net income to net loss is primarily due to the
benefit for income taxes of $339,059 and minority interest of $277,970 for the
1997 period. Excluding the benefit for income taxes and minority interest, the
Partnership generated a loss from operations of $380,630 for the three-month
period ended March 31, 1997. The decreased loss from operations 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-month period ended March 31, 1998 was $25,159,
compared to $135,160 for the corresponding period in 1997, down primarily due
to the Partnership maintaining a lower average cash balance during the 1998
period as a result of the pending termination of the Partnership. Other income
was $0 for the three-month period ended March 31, 1998 compared to $5,522 for
the corresponding period in 1997, due to management fees no longer being earned
during the 1998 period.
General, selling and administrative expenses for the three-month period ended
March 31, 1998 were $115,379, compared to $521,312 for the corresponding period
in 1997. The decrease primarily is due to the absence of operating expenses
during the 1998 period due 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 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 March 31, 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: May 15, 1998 BY: /s/ Jeffrey C. Carter
President, Director and
Chief Financial Officer
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