1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NUMBER 2 TO
FORM 10-Q
(Mark One)
/X/ Amendment Number 2 to Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended July 31, 1996
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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 .................
Commission File Number: 33-65814
EQUIPMENT LEASING CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
DELAWARE 23-2408914
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 76, 501 Silverside Road, Wilmington, Delaware 19809
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(302)-798-2335
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(Toll Free: 1-800-523-5644)
(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 classes of
common stock, as of August 31, 1996: $1.00 par value common stock - 1,000
shares.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND
(B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
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EQUIPMENT LEASING CORPORATION OF AMERICA
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
- ----------------------------- -----------
Item 1. Financial Statements
Balance Sheets as of July 31, 1996
(unaudited) and April 30, 1996 1-2
Statements of Operations; For the
Three months ended July 31, 1996 and 1995
(unaudited) 3
Statement of Changes in Shareholder's Deficit;
For the Three months ended July 31, 1996 4
(unaudited)
Statements of Cash Flows For the
Three months ended July 31, 1996 and 1995
(unaudited) 5-6
Notes to Financial Statements 7
Item 2. Management's Narrative Analysis of
The Results of Operations as Permitted
by General Instruction H(1)(A) and (B) 10
PART II. OTHER INFORMATION
- --------------------------
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
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EQUIPMENT LEASING CORPORATION OF AMERICA
BALANCE SHEETS
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July 31, 1996 April 30, 1996
------------- --------------
(Restated) (Restated)
(unaudited)
ASSETS
Direct finance leases:
Aggregate future amounts
receivable under lease
contracts $16,917,870 $16,667,226
Estimated residual value
of equipment 1,501,451 1,577,174
Initial direct costs, net 395,455 393,897
Less:
Unearned income under
lease contracts (3,398,087) (3,347,395)
Advance payments (517,834) (516,658)
---------- ----------
14,898,855 14,774,244
Allowance for doubtful
lease receivables (1,745,786) (1,751,521)
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13,153,069 13,022,723
Cash and cash equivalents 8,566,389 9,260,482
Other assets 480,460 452,783
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TOTAL ASSETS $22,199,918 $22,735,988
=========== ===========
SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
BALANCE SHEETS - (Continued)
July 31, 1996 April 30, 1996
------------- --------------
(Restated) (Restated)
(unaudited)
LIABILITIES
Amounts payable to
equipment suppliers $ 8,749 $ 8,749
Accrued expenses and
security deposits 58,464 65,809
Demand, Fixed Rate and
Money Market Thrift
Certificates 26,560,094 26,407,959
Accrued interest 2,921,626 2,767,158
---------- ----------
29,548,933 29,249,675
SHAREHOLDER'S DEFICIT
Common stock $1 par value,
1,000 shares authorized,
issued and outstanding 1,000 1,000
Variable Rate Cumulative
Preferred Stock, Series A, $1
par value, 50,000 shares
authorized, none issued --- ---
Additional paid - in capital 999,000 999,000
Due from parent (4,997,318) (4,582,407)
Accumulated deficit (3,351,697) (2,931,280)
---------- ---------
(7,349,015) (6,513,687)
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TOTAL LIABILITIES AND
SHAREHOLDER'S DEFICIT $22,199,918 $22,735,988
=========== ===========
SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF OPERATIONS
(Restated)
For the Three Months Ended July 31,
1996 1995
----------- -----------
(unaudited) (unaudited)
Revenue:
Income earned under
direct finance lease contracts $ 612,570 $ 714,521
---------- ----------
Total revenue 612,570 714,521
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Costs and expenses:
Interest expense, net 521,406 463,758
General and administrative expenses 227,215 233,306
Provision for doubtful lease receivables 284,366 174,641
---------- ----------
Total costs and expenses 1,032,987 871,705
---------- ----------
Loss before provision
for income tax expense (420,417) (157,184)
Provision for state income tax expense --- ---
---------- ----------
Net Loss $ (420,417) $ (157,184)
========== ==========
SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
(Restated)
Common Stock
-----------------
($1.00 Par Value)
1,000 shares
Authorized Additional Total
No. of shares Paid-In Due From Accumulated Shareholder's
Issued Amount Capital Parent Deficit Deficit
------ ------ ---------- ----------- ----------- -------------
Balance, April 30, 1996,
Previously Reported 1,000 $1,000 $999,000 $ -- $(1,435,128) $ (435,128)
Prior year effect of
restatement of
interest income from parent -- -- -- -- (1,496,152) (1,496,152)
Reclassification of
due from parent -- -- -- (4,582,407) -- (4,582,407)
----- ------ -------- ----------- ----------- -----------
Balance, May 1, 1996, as
restated 1,000 $1,000 $999,000 (4,582,407) $(2,931,280) $(6,513,687)
Net Loss for the
three month period
ended July 31, 1996
(unaudited) -- -- -- -- (420,417) (420,417)
Reclassification of
net increase of amount
due from parent -- -- -- (414,911) -- (414,911)
----- ------ -------- ----------- ----------- -----------
Balance, July 31, 1996 1,000 $1,000 $999,000 $(4,997,318) $(3,351,697) $(7,349,015)
(unaudited) ===== ====== ======== =========== =========== ===========
SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF CASH FLOWS
(Restated)
For the Three Months Ended July 31,
1996 1995
----------- -----------
(unaudited) (unaudited)
OPERATING ACTIVITIES
- --------------------
Net Loss $ (420,417) $ (157,184)
Adjustment to Reconcile Net
Loss to Net Cash Provided by
Operating Activities:
Amortization of Deferred Debt Expenses 67,856 44,576
Provision for doubtful lease receivables 284,366 174,641
Effects of Changes
in other Operating Items:
Accrued Expenses (7,345) (4,288)
Accrued Interest 154,468 151,087
Other (net) (95,533) (45,080)
----------- -----------
Net Cash Provided by (Used in) Operating
Activities (16,605) 163,752
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INVESTMENT ACTIVITIES
- ---------------------
Excess of Cash Received
Over Lease Income Recorded 1,438,674 1,622,401
Receipt of Advance Payments 60,069 39,801
Purchase of Equipment
for Direct Finance Leases (1,913,455) (1,727,175)
----------- -----------
Net Cash Used in
Investing Activities $ (414,712) $ (64,973)
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SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF CASH FLOWS
(Restated)
For the Three Months Ended July 31,
1996 1995
----------- -----------
(unaudited) (unaudited)
FINANCING ACTIVITIES
- --------------------
Proceeds from Issuance
of Demand and Fixed Rate Certificates $ 2,363,448 $ 3,014,550
Net Advances to Parent (414,911) 102,388
Redemption of Demand, Fixed
Rate, and Money Market Thrift
Certificates (2,211,313) (1,779,062)
----------- -----------
Net Cash Provided by (used in)
Financing Activities (262,776) 1,337,876
----------- -----------
Increase (Decrease) in Cash
and cash equivalents (694,093) 1,436,655
Cash and cash equivalents,
Beginning of Year 9,260,482 8,908,798
----------- -----------
Cash and cash equivalents,
End of Period $ 8,566,389 $10,345,453
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SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
Notes to Interim Financial Statements
Three Months Ended July 31, 1996 and 1995
1. FINANCIAL STATEMENT PRESENTATION
The unaudited 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 as of April 30, 1996. The
accompanying financial statements have not been audited by independent
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.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Although these estimates are based on management's knowledge of
current events and actions it may undertake in the future, they may
ultimately differ from actual results.
2. ACCOUNTING POLICIES
ACCOUNTING FOR LEASES
Equipment Leasing Corporation of America ("ELCOA") lease contracts provide
for total noncancellable rentals which exceed the cost of leased equipment
and, accordingly, are accounted for as direct finance leases. At inception,
ELCOA 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 at inception of the
contract plus the estimated residual value over the cost of the equipment
being leased. ELCOA utilizes the "effective" or interest method in
recognizing the remainder of unearned income. 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 a portion of the initial direct costs as
defined by FAS No. 91 ($73,594 and $66,429 for the three months ended July
31, 1996 and 1995, respectively), were accounted for as part of the
Investment in Direct Financing Leases. Unearned income is earned and initial
direct costs are amortized to income using the effective method over the term
of the lease.
ELCOA provides a provision for doubtful accounts based upon a periodic review
(not less than quarterly) of its outstanding lease portfolio, and provides a
direct charge against operations to increase the amount of stated reserves
for uncollectable accounts. Any write-offs of uncollectable leases reduce
the stated amount of ELCOA's reserves. Write-offs of delinquent leases
totaled $290,101 and $160,483 during the three month periods ended July 31,
1996 and 1995, respectively, while ELCOA increased these reserves by charges
of $284,366 and $174,641 during the three month periods ended July 31, 1996
and 1995, respectively.
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INCOME TAXES
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 basis 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 expense 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, 1996 includes deferred tax assets
(liabilities) attributable to the following temporary deductible (taxable)
differences:
Operating lease method vs. direct financing method $1,467,000
Provision for doubtful lease receivables 472,000
Other (32,000)
----------
Net deferred tax asset 1,907,000
Valuation allowance (1,907,000)
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Net deferred tax asset after valuation allowance $ ----
==========
A valuation allowance was considered necessary since it is more likely than
not that the Company will not realize the tax benefits of the deductible
differences.
The Company will be included in the consolidated federal income tax return of
its parent, Walnut Equipment Leasing Co., Inc. Based on a tax allocation
agreement, current federal taxes otherwise refundable (payable) under a
separate company computation will be received from (paid to) its parent.
For the three months ended July 31, 1996 and 1995, the provision for federal
and state income taxes consists of:
Three Months Ended July 31,
1996 1995
-------- --------
Current $212,685 $271,098
Deferred (212,685) (271,098)
-------- --------
$ --- $ ---
======== ========
The deferred tax benefit is the change in the net deferred tax asset arising
from the available carry-back claim from its parent.
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OTHER ASSETS AND LIABILITIES
Amounts payable to equipment suppliers in the amount of $8,749 as of July 31,
1996 represents holdbacks from suppliers of equipment as additional security
for performance by the underlying lessee on the related lease contract, and
are payable at the termination of the contracts based upon the lessee's
compliance with terms of the lease contract.
Other assets as of July 31, 1996 include $480,172 in deferred expenses, net
of amortization, representing costs directly related to the Company's
registration and solicitation of Demand, Fixed Rate and Money Market Thrift
Certificates. Registration expenses of $148,525 at July 31, 1996 are being
amortized on a straight-line basis over the estimated average lives of the
debt to be issued under the registration statement. Amortization of these
deferred registration expenses and solicitation costs charged to income
during the three month periods ended July 31, 1996 and 1995 were $67,856 and
$44,576, respectively. Also, $331,647 in commissions paid for sale of the
Demand, Fixed Rate and Money Market Thrift Certificates included in Other
Assets as of July 31, 1996 are being amortized over the life of each
respective certificate sold.
3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Subsequent to the issuance of ELCOA's financial statements for the three
month period ended July 31, 1996, ELCOA recognized the necessity to
reclassify the amounts due from parent as a deduction from shareholder's
equity rather than as an asset. In addition, the interest income earned on
the receivable was restated as a reduction to the intercompany receivable,
rather than income in the statements of operations. The effect of this
restatement decreased assets and shareholder's equity by $6,661,032 and
$6,078,559 as of July 31, 1996 and April 30, 1996, respectively.
Accordingly, the previously reported statements of operations for the three
months ended July, 31, 1996 and 1995 have been restated as follows:
For the three months ended July 31,
1996 1995
---- ----
Net loss as previously reported $(252,855) $ (48,342)
Effect of restatement of interest
income from parent (167,562) (108,842)
--------- ---------
Net loss as restated $(420,417) $(157,184)
As a result of this restatement, beginning accumulated deficit at April 30,
1996 has been restated to reflect an adjustment of $1,496,152 resulting in a
restated accumulated deficit of $2,931,280.
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EQUIPMENT LEASING CORPORATION OF AMERICA
MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
AS PERMITTED BY GENERAL INSTRUCTION H(1)(A) AND (B)
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 1996 AND 1995.
Revenues of $612,570 and $714,521 were recognized during the three months
ended July 31, 1996 and 1995 respectively. Revenues decreased $101,951 or
14.3% as a result of the decrease in average outstanding aggregate future
receivables during these periods. The Company utilizes the "effective"
method in recognizing income from deferred income on its direct finance lease
portfolio. For a more detailed discussion of the manner in which income is
computed and recognized, see Footnote 2 to the Financial Statements. During
the three month periods ended July 31, 1996 and 1995, $2,540,777 and
$2,255,150, respectively, in new gross finance lease receivables were added
to the portfolio of outstanding leases, corresponding to equipment purchases
of $1,913,455 and $1,727,175, respectively. Unearned income under direct
finance leases reflected a net increase of $50,692 during the three months
ended July 31, 1996 which resulted from an increase in new leases generated
during the current period ended July 31, 1996. During a period in which the
rate of growth of new lease volume increases, the growth rate of net lease
revenue in that period will be less than the rate of growth in new lease
volume, as income earned from new lease volume is recognized over the term of
each lease contract and not necessarily in the year the contract is entered.
The Company is beginning to experience an increase in new leases received
from its parent, Walnut. Management expects new lease volume to continue to
increase throughout the fiscal year as more leases become available for sale
from Walnut as a result of certain refinements in Walnut's marketing efforts
in attracting new leases.
Amounts paid under the service contract for lease origination in the amounts
of $73,594 and $66,429, respectively, were capitalized in accordance with FAS
No. 91 during the three months ended July 31, 1996, and 1995. See Footnote 2
to the Financial Statements.
General and administrative expenses for the three month periods ended July
31, 1996 and 1995 were $227,215 and $233,306, respectively. Included in
these expenses were $124,417 and $152,282, respectively, in monthly servicing
fees which are to reimburse Walnut for the servicing and administration of
ELCOA's outstanding leases which are charged at $6.50 per account per month.
As of July 31, 1996 and 1995, there were 6,181 and 7,700 direct finance
leases outstanding, respectively. Also included in general and
administrative expenses for the three months ended July 31, 1996 and 1995 are
$67,856 and $44,576, respectively, which represents the amortization of the
deferred registration and solicitation expenses which are included in "Other
Assets" on the Balance Sheet as of July 31, 1996 and 1995. See Footnote 2 to
the Financial Statements for a more detailed discussion of the calculation of
the amortization expense. ELCOA paid Walnut $6,500 and $6,000, respectively,
for the three month periods ended July 31, 1996 and 1995, for bookkeeping
fees. These fees are to reimburse Walnut for the routine bookkeeping
functions performed for ELCOA and are charged at $500 per week. Also
included in general and administrative expenses were $26,201 and $26,563,
respectively, in transfer service fees paid to Financial Data, Inc., an
affiliate. These expenses approximate the actual costs incurred for the
services performed.
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13
For the three months ended July 31, 1996 and 1995, ELCOA recognized expenses
of $284,366 and $174,641, respectively, for its doubtful lease receivable
provision. See Footnote 2 to the Financial Statements. This provision was
recognized in order to maintain an adequate allowance, based upon
management's belief and historical experience, for anticipated delinquencies
and impairments from doubtful direct finance lease receivables outstanding as
of July 31, 1996 and 1995. During the three months ended July 31, 1996,
ELCOA continued to conduct an extensive review of the collectibility of all
past due accounts, and wrote-off those situations where further costs in
pursuing legal remedies in collection were considered to be unwarranted.
As a result, past due accounts four or more monthly payments past due (on a
strict contractual basis) as of July 31, 1996 were $5,257,143 or 31.1% of the
$16,917,870 in aggregate future lease receivables outstanding at that date.
These delinquencies decreased $71,294 or 1.3% from the amount of $5,328,437
(32.0% of aggregate receivables) as of April 30, 1996. Management is
continuing its efforts in pursuit of collections of all past due lease
receivables.
During the three months ended July 31, 1996 and 1995, ELCOA incurred $521,406
and $463,758, respectively in interest expense (net) on the Demand, Fixed
Rate and Money Market Thrift Certificates. Accrued interest thereon of
$2,921,626 and $2,477,795, respectively, were outstanding at July 31, 1996
and 1995. These expenses were reduced by interest income of $97,606 and
$118,053, respectively during the three months ended July 31, 1996 and 1995.
ELCOA's excess cash is invested in short-term U.S. Government Treasury Bills,
having maturities of three months, with interest rates of 5.2% and 5.5% at
July 31, 1996 and 1995, respectively. The average rates of interest paid on
the Certificates (including accrued interest thereon) during these periods
were approximately 8.4% and 8.5%, respectively, during the three month
periods ended July 31, 1996 and 1995. Effective July 1, 1991, ELCOA and
Walnut, its parent, agreed to pay each other interest on any intercompany
advances during each month. Interest is charged at a rate equal to 2% above
the prevailing "prime" rate of interest at Corestates Bank, Reading,
Pennsylvania. During the three months ended July 31, 1996 and 1995, ELCOA
earned $167,562 and $108,842 respectively of interest income. These amounts
are not reflected in the statement of operations but rather were recorded as
reductions to the intercompany receivable.
During the three month periods ended July 31, 1996 and 1995, no provisions
for either state or federal income taxes were necessary. See Footnote 2 to
the Financial Statements.
CAPITAL RESOURCES AND LIQUIDITY
ELCOA has financed its growth to date primarily from the proceeds of sale of
its debt securities, as well as from rental receipts from its outstanding
lease portfolio. To date ELCOA has not experienced any difficulty in
financing the purchase of new equipment for lease.
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Taking into consideration new lease business, cash and unhypothecated leases
on hand, anticipated sales and redemptions of debt securities, 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. No assurance can be given that the anticipated level of sales
of its offering of Demand and Fixed Rate Certificates will be attained.
Proceeds during the three months ended July 31, 1996 decreased as a result of
management's efforts to reduce the amount of certificate purchases in an
effort to reduce the excess cash on hand. Advances to parent increased to
fund general corporate purposes included but not limited to purchase of
equipment for lease and funds necessary to maintain Walnut's operations.
Intercompany advances by ELCOA to Walnut, its sole shareholder, have been
treated as a deduction from equity in ELCOA's balance sheet because of the
relationship of the parties and the control inherent in that relationship.
Interest otherwise received by ELCOA from Walnut has been recorded as a
reduction in the amount due from its parent, and not as interest income in
the statement of operations. As a result, the net increase in the amount due
from parent during the three months ended July 31, 1996 of $414,911 increased
the shareholder's deficit at July 31, 1996 by this amount. See the Statement
of Cash Flows on page 5 of this report for an analysis of the sources and
uses of cash by ELCOA during the three month periods ended July 31, 1996 and
1995.
ITEM 5. OTHER INFORMATION
On September 11, 1996, ELCOA filed a post-effective amendment to a
registration statement on Form S-2 in connection with the continuing offer
and sale of its debt securities. Sales of these securities were suspended
effective September 1, 1996, pending declaration of effectiveness of this
post-effective amendment. Post-Effective Amendment Number 5 to Form S-2 (SEC
Registration Number 333-02497) relating to $45,200,000 in principal amount of
Demand and Fixed Rate Certificates remaining unsold from the prior
registration was declared effective on January 31, 1997. The sale of these
securities recommenced effective with that date. As a result of comments
received from the Division of Corporation Finance of the Securities and
Exchange Commission, sales of debt securities were voluntarily suspended.
As a result of comments received from the Division of Corporation Finance of
the Securities and Exchange Commission on April 3, 1997 and May 7, 1997,
ELCOA restated and reclassified the amount due from parent and restated
interest income at April 30, 1996. Reference is made to Form 10-K/A filed on
May 28, 1997 to reflect the restatement of previously filed financial
statements. To the extent applicable, the financial statements contained in
this amended Form 10-Q for the three months ended July 31, 1996 have been
restated accordingly.
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 months ended July
31, 1996.
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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 LEASING CORPORATION OF AMERICA
----------------------------------------
(Registrant)
/s/ William Shapiro
----------------------------------------
William Shapiro, President and
Chief Financial Officer
May 28, 1997
- ------------
Date
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