1 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 July 31, 1995 ------------- 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: 33-16599 -------- WALNUT EQUIPMENT LEASING CO., INC. ---------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 23-1712443 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) SUITE 2128, 101 W. CITY AVENUE, BALA CYNWYD, PENNSYLVANIA 19004 --------------------------------------------------------------- (Address of Principal executive offices) (Zip Code) (610) 668-0700 (800) 866-0809 ------------- (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 ----- ----- Indicate the number of shares outstanding of each of the issuer's class of common stock, as of August 31, 1995: $1.00 par value common stock - 1,000 shares. 2 WALNUT EQUIPMENT LEASING CO., INC. INDEX PART I. FINANCIAL INFORMATION PAGE NUMBER ------------------------------ ----------- Item 1. Financial Statements Consolidated Balance Sheets; July 31, 1995 (unaudited) and April 30, 1995 1-2 Consolidated Statements of Operations; Three months ended July 31, 1995 and 1994 (unaudited) 3 Consolidated Statement of Changes in Shareholders' Deficit; Three months ended July 31, 1995 (unaudited) 4 Consolidated Statements of Cash Flows; Three months ended July 31, 1995 and 1994 (unaudited) 5-6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION --------------------------- Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 3 WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 31, 1995 April 30, 1995 ------------- -------------- (unaudited) ASSETS Direct finance Leases: Aggregate future amounts receivable under lease contracts $ 18,598,918 $ 18,829,268 Estimated residual value of equipment 1,919,618 1,976,244 Less: Unearned income under lease contracts (3,325,079) ( 3,436,458) Advance payments ( 570,201) ( 579,965) ------------ ------------ 16,623,256 16,789,089 Allowance for doubtful lease receivables (1,385,947) ( 1,413,389) ------------ ------------ 15,237,309 15,375,700 ------------ ------------ Operating Leases: Equipment at cost, Less accumulated depreciation of $8,064 and $6,680, respectively 26,890 23,316 Accounts receivable 3,173 --- Cash and cash equivalents 10,143,636 8,957,949 Other assets (Includes $637,479 paid to or receivable from related parties at April 30, 1995) 1,131,690 1,086,402 ------------ ------------ Total assets $ 26,542,698 $ 25,443,367 ========== ============ See accompanying notes 1 4 WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (Continued) July 31, 1995 April 30, 1995 ------------- -------------- (unaudited) LIABILITIES Amounts payable to equipment suppliers $ 586,156 $ 477,296 Other accounts payable and accrued expenses 240,350 252,361 Demand, Fixed Rate and Money Market Thrift Certificates (Includes $181,266 at April 30, 1995 payable to related parties) 25,757,363 24,521,875 Senior Thrift Certificates (includes $697,706 at April 30, 1995 payable to related parties) 19,670,152 18,783,578 Subordinated Thrift Certificates (Includes $555,844 at April 30, 1995 payable to related parties) 5,843,096 6,025,366 Accrued interest 5,640,690 5,411,748 Subordinated debentures (Includes $4,000 at April 30, 1995 payable to related parties) 5,858 5,858 State income taxes payable 8,401 8,401 ------------ ------------ 57,752,066 55,486,483 ------------ ------------ SHAREHOLDERS' DEFICIT Prime Rate Cumulative Preferred Shares, $1 par value, $100 per share liquidation preference, 50,000 shares authorized, 281 shares, issued and outstanding (liquidation preference $28,100) 281 281 Adjustable Rate Cumulative Preferred Shares, $1 par value, $1000 per share liquidation preference. 1,000 shares authorized, 275 shares issued and outstanding (liquidation preference $275,000) 275 275 Common stock, $1.00 par value, 1,000 shares authorized, issued and outstanding 101,500 101,500 Accumulated Deficit (31,311,424) (30,145,172) ------------ ------------ (31,209,368) (30,043,116) ------------ ------------ Total liabilities and shareholders' deficit $26,542,698 $ 25,443,367 ============ ============ See accompanying notes 2 5 WALNUT EQUIPMENT LEASING CO., INC. CONSOLIDATED STATEMENTS OF OPERATIONS For The Three Months Ended July 31, 1995 1994 ------------ ----------- (unaudited) (unaudited) Revenue: Income earned under direct finance lease contracts $ 974,965 $ 1,059,263 Operating lease rentals 6,751 306 ----------- ----------- Total revenue 981,716 1,059,569 Costs and expenses: Interest 1,182,359 1,038,139 Lease origination expenses 269,514 305,875 General and administrative expenses 504,515 493,380 Provision for doubtful lease receivables 190,196 171,949 Depreciation of operating lease equipment 1,384 2,131 ----------- ----------- Total costs and expenses 2,147,968 2,011,474 ----------- ----------- Loss before provision for income tax expense (1,166,252) (951,905) Provision for state income taxes (See Note 2) --- 897 ----------- ----------- Net Loss (See Note 2) $(1,166,252) $ (952,802) =========== =========== SEE ACCOMPANYING NOTES 3 6 WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT Prime Rate Adjustable Rate Total Cumulative Cumulative Common Accumulated Shareholders' Preferred Shares Preferred Shares Stock Deficit Deficit ---------------- ---------------- ------ ----------- ------------ No. of Shares No. of Share Issued Amount Issued Amount ------ ------ ------ ------ Balance, April 30, 1995 281 $ 281 275 $ 275 $101,500 $(30,145,172) $(30,043,116) Net loss for the three month period ended July 31, 1995 (unaudited) --- --- --- --- --- (1,166,252) (1,166,252) ---- ------- ----- ------- -------- ------------ ------------ Balance, July 31, 1995 (unaudited) 281 $ 281 275 $ 275 $101,500 $(31,311,424) $(31,209,368) ==== ======= ===== ======= ======== ============ ============ SEE ACCOMPANYING NOTES 4 7 WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended July 31, 1995 1994 ----------- ----------- (unaudited) (unaudited) OPERATING ACTIVITIES -------------------- Net Loss $(1,166,252) $ (952,802) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Depreciation 1,384 2,131 Amortization of Deferred Debt Expenses 34,011 30,051 Provision for doubtful lease receivables 190,196 171,949 Effects of Changes in other Operating Items: Accrued Interest 228,942 289,493 Amounts Payable to Equipment Suppliers 108,860 75,859 Other (net), principally increase in other Assets (94,483) (167,853) ----------- ------------ Net Cash used in Operating Activities (697,342) (551,172) ----------- ------------ INVESTING ACTIVITIES -------------------- Excess of Cash Received Over Lease Income Recorded 1,879,096 1,741,393 Increase (Decrease) in Advance Payments (9,764) 18,235 Purchase of Equipment for Lease (1,926,095) (2,159,998) Purchase of U.S. Government Securities --- (7,013,583) ----------- ------------ Net Cash Used in Investing Activities (56,763) (7,413,953) ----------- ------------ See accompanying notes 5 8 WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued) For the Three Months Ended July 31, 1995 1994 ----------- ----------- (unaudited) (unaudited) FINANCING ACTIVITIES -------------------- Proceeds from Issuance of: Demand, and Fixed Rate Certificates 3,014,550 2,100,662 Senior Thrift Certificates 1,712,013 2,057,613 Redemption of: Demand, Fixed Rate, and Money Market Thrift Certificates (1,779,062) (1,786,773) Subordinated Thrift Certificates and Debentures (182,270) 40,950 Senior Thrift Certificates (825,439) (585,347) ----------- ------------ Net Cash Provided By Financing Activities 1,939,792 1,827,105 ----------- ------------ Increase (decrease) in cash and cash equivalents 1,185,687 (6,138,020) Cash and equivalents, Beginning of Year 8,957,949 7,598,151 ----------- ------------ Cash and cash equivalents, End of Year $10,143,636 $ 1,460,131 =========== ============ See accompanying notes 6 9 Walnut Equipment Leasing Co., Inc. and Subsidiaries Notes to Interim Consolidated Financial Statements 1. FINANCIAL STATEMENT PRESENTATION The unaudited interim financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the audited financial statements and notes thereto for the year ended April 30, 1995. The accompanying interim financial statements have not been audited by independent certified public accountants, but in the opinion of management, such financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the results of operations, and are not necessarily indicative of the results to be expected for the full year. 2. ACCOUNTING POLICIES METHOD OF CONSOLIDATION The unaudited interim consolidated financial statements of Walnut Equipment Leasing Co., Inc. for the three month periods ended July 31, 1995 and 1994, respectively, include the operating results of its wholly-owned subsidiary, Equipment Leasing Corporation of America ("ELCOA"). All intercompany items have been eliminated for purposes of preparing the consolidated financial statements contained herein. ACCOUNTING FOR LEASES The Company's lease contracts provide for total noncancellable rentals which exceed the cost of the leased equipment plus anticipated financing charges and, accordingly, are accounted for as financing leases. At the inception of each new lease, the Company records the gross lease receivable, the estimated residual value of the leased equipment, and the unearned lease income. The unearned lease income represents the excess of the gross lease receivable plus the estimated residual value over the cost of the equipment leased. For leases originated after April 30, 1988, the Company has changed its method of accounting to conform with the requirements of FAS No. 91 "Accounting for Non Refundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Cost of Leases". Under this method, commissions paid in the amounts of $17,972 and $10,464 for the three months ended July 31, 1995 and 1994, respectively, were accounted for as part of the Investment in Direct Financing leases. Unearned income is earned and initial direct costs are amortized to direct finance lease income using the interest (or "effective") method over the term of each lease. 7 10 An allowance for doubtful direct finance lease receivables has been maintained at a level considered adequate to provide for estimated losses that will be incurred in the collection of these receivables. The allowance is increased by provisions charged to operating expense and reduced by charge-offs based upon a periodic evaluation, performed at least quarterly, of delinquent finance lease receivables. Pursuant to FAS 91, reserves are established to reflect losses anticipated from delinquencies and impairments that have already occurred rather than ultimate losses expected over the life of the lease portfolio. Total write-offs charged against this reserve for the three months ended July 31, 1995 and 1994 were $217,638 and $259,783, respectively, while the Company increased these reserves by charges of $190,196 and $171,949, respectively, to maintain reserves considered adequate for losses anticipated from remaining outstanding delinquent lease receivables. INCOME TAXES EXPENSE Effective May 1, 1993, the Company adopted Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expenses is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The net deferred tax asset as of April 30, 1995 includes deferred tax assets (liabilities) attributable to the following temporary deductible (taxable) differences: Operating lease method vs. direct financial method $ 3,000,800 Provision for doubtful lease receivables 473,200 Other (35,000) ----------- Net deferred tax asset 3,439,000 Valuation allowance (3,439,000) ----------- Net deferred tax asset after valuation allowance $ --- =========== A valuation allowance was required as of April 30, 1995 due to the net operating loss carryover of approximately $21,182,000 and investment tax credit carryover of approximately $1,284,000, and due to the valuation allowance for the carryforwards there is no net change in deferred tax assets for the three months ended July 31, 1995. 8 11 WALNUT EQUIPMENT LEASING CO., INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS COMPARISON OF THREE MONTHS ENDED JULY 31, 1995 AND 1994 REVENUES FROM LEASE CONTRACTS Total revenues from direct finance leases for the three months ended July 31, 1995 decreased 8.0% or $84,298 as compared to the three months ended July 31, 1994. This decrease resulted from a decrease in the amount of outstanding lease receivables, offset in part by an increase in late charges and other fees recognized from collection of delinquent lease receivables during the three months ended July 31, 1995 in comparison to the prior year. Aggregate new lease receivables entered decreased $324,131 or 11.5% to $2,500,771 for the three months ended July 31, 1995 from $2,824,902 for the three months ended July 31, 1994. Management attributes this decrease to the delay in initiation of a marketing strategy that began during the fourth quarter of the fiscal year ended April 30, 1995 that emphasizes the "private label" leasing programs with manufacturers. The Company is further refining these efforts in an attempt to dramatically increase volume beyond current levels. See "Further Refinements in Marketing Strategy and Efforts to Reduce Operating Losses", below. Unearned income during the three months ended July 31, 1995 decreased by $111,379 in comparison to a decrease of $64,139 for the three months ended July 31, 1994. During the three month periods ended July 31, 1995 and 1994, the gross rents charged over the "net investment" in direct finance leases were 142% and 147%, respectively. Competition for new leases, along with recent declines in interest rates in general, contributed to the decline in rates of rents being charged. The recognition of direct finance lease income reflects the composite aging of the underlying leases in the portfolio, as well as application of FAS No. 91, to outstanding leases after May 1, 1988 which affects leases originated after April 30, 1988, and changes the method used to recognize income and expense items. FAS No. 91 does not change the total income and expenses ultimately to be recognized from each transaction. Further increases in new lease volume are expected to increase the levels of unearned income in the future. The Company is continuing to increase its efforts to contact new equipment vendors to further increase the level of new business. As noted below, in an effort to further increase new business during the current fiscal year, the Company is in the process of contacting equipment manufacturers with the expectation that it will jointly market its leasing services to the equipment manufacturer by using its in-house printing and direct-mail facilities, and when warranted, create a "private label lease program" specifically for a given manufacturer. See "Further Refinements in Marketing Strategy and Efforts to Reduce Operating Losses", below. As the number of new lease applications increase, the Company will be employing additional vendor account executives in its sales department. 9 12 The limited use of the operating lease equipment program resulted in $4,958 of equipment being purchased for operating leases for the three months ended July 31, 1995, and $9,000 for the three months ended July 31, 1994. Operating lease rental income increased by $6,445 in the three months ended July 31, 1995 as compared to the three months ended July 31, 1994, primarily due to the purchase of additional equipment, and fewer retirements of expiring leases. INTEREST EXPENSE For the three months ended July 31, 1995, interest expense increased $144,220 or 13.9% as compared to the three months ended July 31, 1994. Management attributes the increase to additional debt securities outstanding and the excess funds on hand from sale of debt securities awaiting investment in new lease receivables, offset in part by the increase in interest income from its investment in short-term U.S. government securities having maturities of three months or less. Total interest expense (disregarding interest income of $119,383 and $87,490, respectively, during the three month periods ended July 31, 1995 and 1994) averaged 9.3% on average total borrowings (including accrued interest) of $55,832,792 for the three months ended July 31, 1995 as compared to 8.9% on average total borrowings (including accrued interest) of $50,367,671 for the three months ended July 31, 1994. The interest rate on three month U.S. Treasury bills was 5.46% at July 31, 1995, which represents an increase of 13.0% over the 4.83% rate at July 31, 1994. OTHER EXPENSES Lease origination expenses decreased 11.9% or $36,361 for the three months ended July 31, 1995, compared to the corresponding period ended a year earlier. Lease origination expenses, including capitalized commissions paid, were 11.5% of new direct financing lease receivables during the three months ended July 31, 1995 as compared to 11.2% for the three months ended July 31, 1994. The increased percentage in the period ended July 31, 1995 is attributable to the costs associated with the Company's direct mail efforts in cooperation with equipment manufacturers during the three months ended July 31, 1995. Effective September, 1994, the Company had eliminated its direct mail solicitation in favor of increasing the number of in-house vendor account executives to personally contact prospective equipment vendors by telephone. The Company's efforts in increasing new lease volume are continuing, and at the same time the Company is attempting to reduce these costs whenever possible without compromising its goals. See "Further Refinements in Marketing Strategy and Efforts to Reduce Operating Losses". During the three months ended July 31, 1995 and 1994, commissions of $17,972 and $10,464, respectively, were paid and included as lease origination expenses during the period. The Company believes that increasing new leases generated from repeat vendors and increasing the number of new vendors utilizing its leasing services that are being attracted through its marketing efforts, will assist to decrease the overall percentage of total lease origination costs in comparison to new lease volume in the future. 10 13 General and administrative expenses increased by $11,135 or 2.3% for the three months ended July 31, 1995, as compared to the corresponding period in 1994, due in part to increased recognition of amortized expenses associated with the sale of debt securities by the Company and ELCOA, and an increase in legal costs necessary to facilitate collection of its delinquent lease receivables. An allowance for doubtful direct finance lease receivables is maintained at a level considered adequate to provide for estimated losses that will be incurred in the collection of these receivables. The allowance is increased by the provisions charged to operating expense and reduced by charge-offs. See Footnote 2 to the Interim Consolidated Financial Statements for a more detailed discussion of the accounting for the provision for doubtful accounts. FURTHER REFINEMENTS IN MARKETING STRATEGY AND EFFORTS TO REDUCE OPERATING LOSSES Management further initiated certain measures to refine its marketing strategy during the three months ended July 31, 1995 that it believes may result in an increase in the levels of new leases to be generated in the future. The Company must increase the level of new leases and control its costs of lease origination and administration in order to reduce its operating losses. Management initiated certain changes during September, 1994 to enhance its previous direct mail marketing program. The Company began to purchase and/or internally obtain from equipment manufacturers nationwide lists of commercial equipment vendors in industries such as office machinery, light industrial equipment, data processing and peripheral equipment, along with food service and preparation equipment, among others. By October 31, 1994, the Company had obtained in excess of 50,000 names and information of additional potential equipment vendors, manufacturers, and other distributors which were put into its computer database. The Company had eliminated the costs associated with direct mail solicitation in favor of utilizing its in-house account executives who were responsible to contact vendors in these target groups of equipment sellers, and to solicit interest in their using the Company's leasing services as a sales tool. Once a vendor expressed interest in receiving further information, the Company's marketing materials were forwarded to the equipment vendor. The account executives maintained further contact with the equipment sellers to implement the relationships of the equipment sellers with the Company, and the Company utilized direct mail solely to send bi-weekly reminders to interested vendors to use the Company's services. During the three months ended April 30, 1995, the Company began to target equipment manufacturers having a broad sales distribution network (primarily those with at least $5 million in annual sales and at lease one hundred equipment distributors and vendors) to offer them a "private label lease program" customized for their distributors' needs. The Company has entered into approximately twenty such programs as of September, 1995 and have solicited indications of sincere interest from other manufacturers. In this 11 14 way, the Company accepts responsibility for the origination, servicing, and funding for lease transactions from each manufacturer for new leases from the manufacturers distributors using the Company's forms and documentation customized with the equipment manufacturers' name. The Company uses its in-house printing and direct mail facilities to produce flyers and brochures to be distributed throughout each manufacturers' sales distribution network illustrating the benefits of leasing, to facilitate sales of the manufacturers' equipment. The Company is encouraged by the initial positive reaction received from the equipment manufacturers, and intends to further emphasize this program as a means towards increasing new lease volume. Although the results of this program were immaterial through April 30, 1995, they began in a small measure to be recognized during the three months ended July 31, 1995. New leases generated during August, 1995 began to reflect an increase as a result of this program. The Company believes that lease securitization may provide both the additional funding for and increased revenues associated with an increase in new lease volume. Reference is made to the prospectus contained in the Registration Statement dated September 12, 1995 relative to the offering and sale of the Company's Senior Thrift Certificates. The Company anticipates that such sales under a lease securitization program may commence during the fiscal year ending April 30, 1996, although no such sales have occurred to date as a result of the excess available funds the Company presently maintains awaiting investment in new direct finance lease equipment. CAPITAL RESOURCES AND LIQUIDITY The Company has financed its growth to date primarily from proceeds of debt securities offered to the public. The Company has not experienced any difficulty in financing the purchase of equipment that it leases at current levels. Taking into consideration new business, the Company's cash and unhypothecated leases on hand, cash available from sale of leases to ELCOA, anticipated renewal of a portion of the Company's borrowings, anticipated sales of senior debt and other resources, it is management's opinion that its cash will be sufficient to conduct its business and meet its anticipated obligations during the current fiscal year. The Company attributes the increased redemptions of its Senior Thrift Certificates during the three months ended July 31, 1995 to increased debt outstanding, and to a lesser extent to rates of return in the equity markets and mutual funds in general. No assurance can be given that the redemption of senior and subordinated borrowings will not exceed the Company's expectation or that a substantial portion of its offering of Senior Thrift Certificates or the offering by Equipment Leasing Corporation of America of its Demand and Fixed Rate Certificates will be sold. In view of the Company's history of losses, the uncertainty with respect to future interest rates to holders of its unsecured borrowings, the potential redemption of senior and subordinated borrowings and the uncertainty as to the sale of its offering of Senior Thrift Certificates, and of the sale of the Demand and Fixed Rate Certificates, management is unable 12 15 to estimate the Company's future profitability and liquidity beyond the current fiscal year. If the Company continues to have losses, it may have difficulty in servicing its debt in future years. Management attributes its losses during the current fiscal year to the size of its lease portfolio relative to its fixed costs, including interest on outstanding debt. Management is currently exploring various means of increasing its new leases entered and the outstanding lease portfolio. See "Consolidated Statements of Cash Flows" on page 5 of this report for an analysis of the sources and uses of cash by the Company during the three month periods ended July 31, 1995 and 1994, respectively. See also "Further Refinements in Marketing Strategy and Efforts to Reduce Operating Losses on page 11 of this report on Form 10-Q. For a complete discussion of liquidity and capital resources for the fiscal year ending April 30, 1995, reference is made to the "Capital Resources and Liquidity" section of Form 10-K filed on July 28, 1995 for the fiscal year ended April 30, 1995. 13 16 PART II OTHER INFORMATION ITEM 5. OTHER INFORMATION On August 2, 1995 and September 12, 1995, the Company filed post-effective amendments in conjunction with a new registration statement to register for sale to the public the principal amount of $22,400,000 in principal amount of Senior Thrift Certificates. (SEC File #33-81630). The offering of these debt securities is expected to be declared effective during September, 1995 after which the offering to the public will re-commence. On August 2, 1995 and September 11, 1995, the company's wholly-owned subsidiary, ELCOA, filed post-effective amendments to its registration statement to register for sale to the public the remaining $13,500,000 in principal amount of its Demand and Fixed Rate Certificates (SEC File #33-65814). The offering of these debt securities is expected to be declared effective during September, 1995, after which the offering to the public will re-commence. The Company expects to relocate its offices to One Belmont Avenue, Suite 200, Bala Cynwyd, Pennsylvania, effective October 1, 1995. Its telephone numbers will remain the same. Reference is made to Footnote 12 to the Consolidated Financial Statements filed as part of Post-Effective Amendment Number 2 filed September 12, 1995. (SEC File #33-81630). ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K REPORTS ON FORM 8-K There were no reports on Form 8-K filed during the three month period ended July 31, 1995. 14 17 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. September 14, 1995 WALNUT EQUIPMENT LEASING CO., INC. ------------------ ---------------------------------- Date /s/ William Shapiro ---------------------------------- William Shapiro, President and Chief Financial Officer