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 September 30, 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 September 30, At December 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 1,456,794 $ 1,585,699
- --------------------------------------------------------------------------------
Total Assets $ 1,456,794 $ 1,585,699
================================================================================
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued expenses $ 1,620,172 $ 1,566,319
-----------------------------
Total Liabilities 1,620,172 1,566,319
-----------------------------
Partners' Capital (Deficit):
General Partners (163,378) 775
Limited Partners -- 18,412
Special Limited Partner -- 193
-----------------------------
Total Partners' Capital (Deficit) (163,378) 19,380
- --------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $ 1,456,794 $ 1,585,699
================================================================================
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
For the nine months ended September 30, 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 (164,153) (18,412) (193) (182,758)
- --------------------------------------------------------------------------------
Balance at September 30, 1999 $(163,378) $ -- $ -- $ (163,378)
================================================================================
</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 Nine months ended
September 30, September 30,
1999 1998 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Income
Interest $ 18,563 $ 23,826 $ 55,342 $ 128,508
------------------------------------------------
Total Income 18,563 23,826 55,342 128,508
- --------------------------------------------------------------------------------
Expenses
General and administrative 36,356 101,845 238,100 368,728
------------------------------------------------
Total Expenses 36,356 101,845 238,100 368,728
------------------------------------------------
Loss from Operations (17,793) (78,019) (182,758) (240,220)
- --------------------------------------------------------------------------------
Net Loss $(17,793) $(78,019) $ (182,758) $ (240,220)
================================================================================
Net Loss Allocated:
To the General Partners $(17,793) $ (3,121) $ (164,153) $ (9,609)
To the Limited Partners -- (74,118) (18,412) (228,209)
To the Special Limited Partner -- (780) (193) (2,402)
- --------------------------------------------------------------------------------
$(17,793) $(78,019) $ (182,758) $ (240,220)
================================================================================
Per limited partnership unit
(32,722 outstanding) $ -- $ (2.27) $ (0.56) $ (6.97)
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Net loss $ (182,758) $ (240,220)
Adjustments to reconcile net loss to net cash
used for operating activities:
Decrease in cash arising from changes in
operating assets and liabilities:
Accounts payable and accrued expenses 53,853 (7,696)
--------------------------
Net cash used for operating activities (128,905) (247,916)
- --------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (128,905) (247,916)
Cash and cash equivalents, beginning of period 1,585,699 1,909,899
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,456,794 $ 1,661,983
================================================================================
</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 September 30, 1999 and the results of
operations for the three and nine months ended September 30, 1999 and 1998, cash
flows for the nine months ended September 30, 1999 and 1998 and the statement of
changes in partners' capital for the nine months ended September 30, 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 September 30, 1999, the Partnership's cash and cash equivalents balance
totaled $1,456,794 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 $1,620,172 at September 30, 1999. The change is due to differences in
the timing of payments, primarily for administrative and legal expenses.
Results of Operations
- ---------------------
For the three- and nine-month periods ended September 30, 1999, the Partnership
generated net losses of $17,793 and $182,758, respectively, compared to net
losses of $78,019 and $240,220, respectively, for the corresponding periods in
1998. The decrease in 1999 is primarily due to lower general and administrative
expenses.
Interest income for the three- and nine-month periods ended September 30, 1999
was $18,563 and $55,342, respectively, compared to $23,826 and $128,508,
respectively, for the corresponding periods in 1998. The decrease for the 1999
periods is primarily due to the Partnership maintaining lower cash balances.
General and administrative expenses for the three- and nine-month periods ended
September 30, 1999 were $36,356 and $238,100, respectively, compared to $101,845
and $368,728, respectively, for the corresponding periods in 1998. The decrease
is primarily due to lower legal expenses, partially offset by liquidating
expenses incurred 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 trial
date was subsequently rescheduled to May 8, 2000. 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 -
(27) Financial Data Schedule
(b) Reports on Form 8-K -
No reports on Form 8-K were filed during the quarter ended
September 30, 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: November 12, 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> 9-mos
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Sep-30-1999
<CASH> 1,456,794
<SECURITIES> 000
<RECEIVABLES> 000
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 1,456,794
<PP&E> 000
<DEPRECIATION> 000
<TOTAL-ASSETS> 1,456,794
<CURRENT-LIABILITIES> 1,620,172
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> (163,378)
<TOTAL-LIABILITY-AND-EQUITY> 1,456,794
<SALES> 000
<TOTAL-REVENUES> 55,342
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 238,100
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (182,758)
<INCOME-TAX> 000
<INCOME-CONTINUING> (182,758)
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (182,758)
<EPS-BASIC> (.56)
<EPS-DILUTED> (.56)
</TABLE>
