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, 1999
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Or
- --------- Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition period from to
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Commission File Number: 01-13532
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EQUIPMENT ASSET RECOVERY FUND, L.P.
-----------------------------------
Exact Name of Registrant as Specified in its Charter
Texas 11-2661586
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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) 526-3183
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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
--- ---
<PAGE>
2
EQUIPMENT ASSET RECOVERY FUND, L.P.
AND CONSOLIDATED VENTURE AND SUBSIDIARY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
At March 31, At December 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 1,544,075 $ 1,585,699
- --------------------------------------------------------------------------------
Total Assets $ 1,544,075 $ 1,585,699
================================================================================
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 1,642,408 $ 1,566,319
------------------------------
Total Liabilities 1,642,408 1,566,319
------------------------------
Partners' Capital (Deficit):
General Partners (98,333) 775
Limited Partners -- 18,412
Special Limited Partner -- 193
------------------------------
Total Partners' Capital (Deficit) (98,333) 19,380
- --------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $ 1,544,075 $ 1,585,699
================================================================================
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
For the three months ended March 31, 1999
Special
General Limited Limited
Partners Partners Partner Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 $ 775 $ 18,412 $ 193 $ 19,380
Net Loss (99,108) (18,412) (193) (117,713)
- --------------------------------------------------------------------------------
Balance at March 31, 1999 $ (98,333) $ -- $ -- $ (98,333)
================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
3
EQUIPMENT ASSET RECOVERY FUND, L.P.
AND CONSOLIDATED VENTURE AND SUBSIDIARY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Income
Interest $ 18,826 $ 25,159
------------------------------
Total Income 18,826 25,159
- --------------------------------------------------------------------------------
Expenses
General and administrative 136,539 115,379
------------------------------
Total Expenses 136,539 115,379
------------------------------
Loss from Operations (117,713) (90,220)
- --------------------------------------------------------------------------------
Net Loss $ (117,713) $ (90,220)
================================================================================
Net Loss Allocated:
To the General Partners $ (99,108) $ (3,609)
To the Limited Partners (18,412) (85,709)
To the Special Limited Partner (193) (902)
- --------------------------------------------------------------------------------
$ (117,713) $ (90,220)
================================================================================
Per limited partnership unit
(32,722 outstanding) $ (.56) $ (2.62)
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net loss $ (117,713) $ (90,220)
Adjustments to reconcile net loss to net cash
used for operating activities:
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts payable and accrued expenses 76,089 (16,400)
------------------------------
Net cash used for operating activities (41,624) (106,620)
- --------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (41,624) (106,620)
Cash and cash equivalents, beginning of period 1,585,699 1,909,899
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,544,075 $ 1,803,279
================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
4
EQUIPMENT ASSET RECOVERY FUND, L.P.
AND CONSOLIDATED VENTURE AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The unaudited consolidated financial statements should be read in conjunction
with the Partnership's 1998 annual audited consolidated financial statements
within Form 10-K.
The unaudited consolidated financial statements include all normal and recurring
adjustments which are, in the opinion of management, necessary to present a fair
statement of financial position as of March 31, 1999 and the results of
operations for the three months ended March 31, 1999 and 1998, cash flows for
the three months ended March 31, 1999 and 1998 and the statement of changes in
partners' capital for the three months ended March 31, 1999. 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 1998, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
<PAGE>
5
EQUIPMENT ASSET RECOVERY FUND, L.P.
AND CONSOLIDATED VENTURE AND SUBSIDIARY
Part I, 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 in 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, 1999, the Partnership's cash and cash equivalents balance totaled
$1,544,075 compared to $1,585,699 at December 31, 1998. The decrease primarily
is due to the payment of legal expenses associated with the litigation discussed
above, continuing general and administrative expenses for 1999 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 $1,566,319 at December 31,
1998 to $1,642,408 at March 31, 1999. The change is due to differences in the
timing of payments, primarily for administrative, audit and legal expenses.
Results of Operations
- ---------------------
For the three month period ended March 31, 1999, the Partnership generated net
losses of $117,713, compared to net losses of $90,220, for the corresponding
period in 1998. The change for the three month period primarily is due to
greater general and administrative expenses in 1999.
Interest income for the three month period ended March 31, 1999 was $18,826,
compared to $25,159 for the corresponding period in 1998. The change primarily
is due to the Partnership maintaining lower cash balances for the three month
period in 1999.
General and administrative expenses for the three month period ended March 31,
1999 were $136,539, compared to $115,379 for the corresponding period in 1998.
The increase primarily is due to additional liquidating expenses recognized in
the three month period in 1999.
<PAGE>
6
EQUIPMENT ASSET RECOVERY FUND, L.P.
AND CONSOLIDATED VENTURE AND SUBSIDIARY
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 filed a Motion for Summary Judgment and a
Partial Summary Judgment was granted by the Court on
March 31, 1998. On August 24, 1998, the Court heard a
Motion for Summary Judgment filed by a co-defendant.
That Motion was taken under consideration, but the
judge recused herself before ruling. The case was then
reassigned to another judge and a hearing was held on
the Motion on March 8, 1999. The Court granted the
Motion in part and overruled it in part. The Court had
a scheduling conference on May 5, 1999, at which time a
trial date of September 20, 1999 was set. The
Defendants believe the remaining 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, 1999.
<PAGE>
7
EQUIPMENT ASSET RECOVERY FUND, L.P.
AND CONSOLIDATED VENTURE AND SUBSIDIARY
SIGNATURE
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, 1999 BY: /s/Michael T. Marron
----------------------------------
Name: Michael T. Marron
Title: President, Director and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Mar-31-1999
<CASH> 1,544,075
<SECURITIES> 000
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 1,544,075
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 1,544,075
<CURRENT-LIABILITIES> 1,642,408
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> (98,333)
<TOTAL-LIABILITY-AND-EQUITY> 1,544,075
<SALES> 000
<TOTAL-REVENUES> 18,826
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 136,539
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (117,713)
<INCOME-TAX> 000
<INCOME-CONTINUING> (117,713)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (117,713)
<EPS-PRIMARY> (.56)
<EPS-DILUTED> (.56)
</TABLE>
