1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ AMENDMENT NUMBER 1 TO FORM 10-Q (Mark One) /X/ Amendment Number 1 to Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended October 31, 1996 ---------------- 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 ---------------------------------------- (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 (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 class of common stock, as of December 15, 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. 2 EQUIPMENT LEASING CORPORATION OF AMERICA INDEX Part I. Financial Information Page Number - ------------------------------ ----------- Item 1. Financial Statements Balance Sheets as of October 31, 1996 (unaudited) and April 30, 1996 1-2 Statements of Operations; For the Six months ended October 31, 1996 and 1995 and three months ended October 31, 1996 and 1995 (unaudited) 3 Statement of Changes in Shareholder's Deficit; For the Six months ended October 31, 1996 4 (unaudited) Statements of Cash Flows For the Six months ended October 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 3 EQUIPMENT LEASING CORPORATION OF AMERICA BALANCE SHEETS ------------ October 31, 1996 April 30, 1996 ---------------- -------------- (Restated) (Restated) (unaudited) ASSETS Direct finance leases: Aggregate future amounts receivable under lease contracts $17,003,620 $16,667,226 Estimated residual value of equipment 1,421,899 1,577,174 Initial direct costs, net 435,863 393,897 Less: Unearned income under lease contracts (3,479,772) (3,347,395) Advance payments (515,489) (516,658) ---------- ---------- 14,866,121 14,774,244 Allowance for doubtful lease receivables (1,699,850) (1,751,521) ---------- ---------- 13,166,271 13,022,723 Cash and cash equivalents 6,176,821 9,260,482 Other assets 443,920 452,783 ---------- ---------- TOTAL ASSETS $19,787,012 $22,735,988 =========== =========== SEE ACCOMPANYING NOTES 1 4 EQUIPMENT LEASING CORPORATION OF AMERICA BALANCE SHEETS - (Continued) ------------ October 31, 1996 April 30, 1996 ---------------- -------------- (Restated) (Restated) (unaudited) LIABILITIES Amounts payable to equipment suppliers $8,749 $8,749 Accrued expenses and security deposits 60,929 65,809 Demand, Fixed Rate and Money Market Thrift Certificates 25,931,241 26,407,959 Accrued interest 3,228,787 2,767,158 ---------- ---------- 29,229,706 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 (6,707,206) (4,582,407) Accumulated deficit (3,735,488) (2,931,280) ---------- ---------- (9,442,694) (6,513,687) ---------- --------- TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT $19,787,012 $22,735,988 =========== =========== SEE ACCOMPANYING NOTES 2 5 EQUIPMENT LEASING CORPORATION OF AMERICA STATEMENTS OF OPERATIONS (Restated) (Restated) For the Six Months Ended October 31, For the Three Months Ended October 31, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- (unaudited) (unaudited) (unaudited) (unaudited) Revenue: Income earned under direct finance lease contracts $1,253,468 $1,362,988 $ 640,898 $ 648,467 ---------- ---------- ---------- ---------- Total revenue 1,253,468 1,362,988 640,898 648,467 ---------- ---------- ---------- ---------- Costs and expenses: Interest expense, net 1,056,005 943,970 534,599 480,212 General and administrative expenses 457,673 484,448 230,458 251,142 Provision for doubtful lease receivables 543,998 346,593 259,632 171,952 ---------- ---------- ---------- ---------- Total costs and expenses 2,057,676 1,775,011 1,024,689 903,306 ---------- ---------- ---------- ---------- Loss before provision for income tax expense (804,208) (412,023) (383,791) (254,839) Provision for state income tax expense --- --- --- --- ---------- ---------- ---------- ---------- Net Loss $ (804,208) $ (412,023) $ (383,791) $ (254,839) ========== =========== =========== =========== SEE ACCOMPANYING NOTES 3 6 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 net amounts 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 six month period ended October 31, 1996 (unaudited) -- -- -- -- (804,208) (804,208) Reclassification of net increase of amount due from parent -- -- -- (2,124,799) -- (2,124,799) ----- ----- ------- ----------- ----------- ----------- Balance, October 31, 1996 1,000 $1,000 $999,000 $(6,707,206) $(3,735,488) $(9,442,694) (unaudited) ===== ====== ======== =========== =========== ========== SEE ACCOMPANYING NOTES 4 7 EQUIPMENT LEASING CORPORATION OF AMERICA STATEMENTS OF CASH FLOWS (Restated) For the Six Months Ended October 31, 1996 1995 ------------ ------------ (unaudited) (unaudited) OPERATING ACTIVITIES - -------------------- Net Loss $ (804,208) $ (412,023) Adjustment to Reconcile Net Loss to Net Cash Provided by Operating Activities: Amortization of Deferred Debt Expenses 130,329 108,024 Provision for doubtful lease receivables 543,998 346,593 Effects of Changes in other Operating Items: Accrued Expenses (4,880) (11,228) Accrued Interest 461,629 277,866 Other (net) (121,466) (128,705) ----------- ----------- Net Cash Provided by Operating Activities 205,402 180,527 ----------- ----------- INVESTING ACTIVITIES - --------------------- Excess of Cash Received Over Lease Income Recorded 2,906,791 3,275,370 Receipt of Advance Payments 141,088 91,004 Purchase of Equipment for Direct Finance Leases (3,735,425) (3,344,014) ----------- ----------- Net Cash Provided by (Used in) Investing Activities $ (687,546) $ 22,360 ----------- ----------- SEE ACCOMPANYING NOTES 5 8 EQUIPMENT LEASING CORPORATION OF AMERICA STATEMENTS OF CASH FLOWS - (Continued) (Restated) For the Six Months Ended October 31, 1996 1995 ----------- ----------- (unaudited) (unaudited) FINANCING ACTIVITIES - -------------------- Proceeds from Issuance of Demand and Fixed Rate Certificates $ 3,096,902 $ 5,533,126 Net Advances to Parent (2,124,799) (585,368) Redemption of Demand, Fixed Rate, and Money Market Thrift Certificates (3,573,620) (3,757,861) ----------- ----------- Net Cash Provided by (Used in) Financing Activities (2,601,517) 1,189,897 ----------- ----------- Increase (Decrease) in Cash and cash equivalents (3,083,661) 1,392,784 Cash and cash equivalents, Beginning of year 9,260,482 8,908,798 ----------- ----------- Cash and cash equivalents, End of Period $ 6,176,821 $10,301,582 =========== =========== SEE ACCOMPANYING NOTES 6 9 EQUIPMENT LEASING CORPORATION OF AMERICA Notes to Interim Financial Statements Six Months Ended October 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")'s 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 ($189,624 and $130,565 for the six months ended October 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 writeoffs of uncollectable leases reduce the stated amount of ELCOA's reserves. Write-offs of delinquent leases totaled $595,669 and $295,933 during the six month periods ended October 31, 1996 and 1995, respectively, while ELCOA increased these reserves by charges of $543,998 and $346,593 during the six month periods ended October 31, 1996 and 1995, respectively. 7 10 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 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 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 May 1, 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) ---------- 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 six months ended October 31, 1996 and 1995, the provision for federal and state income taxes consists of: Six Months Ended October 31, 1996 1995 -------- -------- Current $416,627 $564,216 Deferred (416,627) (564,216) -------- -------- $ --- $ --- ======== ======== The deferred tax benefit is the change in the net deferred tax asset arising from the available carry-back claim from its parent. 8 11 OTHER ASSETS AND LIABILITIES Amounts payable to equipment suppliers in the amount of $8,749 as of October 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 at October 31, 1996 include $443,631 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 $140,099 at October 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 six month periods ended October 31, 1996 and 1995 were $130,329 and $108,024, respectively. Also, $303,532 in commissions paid for sale of the Demand, Fixed Rate and Money Market Thrift Certificates included in Other Assets at October 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 October 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 $8,567,373 and $6,078,559 as of October 31, 1996 and April 30, 1996, respectively. Accordingly, the previously reported statements of operations for the six and three months ended October 31, 1996 and 1995 have been restated as follows: For the six months For the three months ended October 31, ended October 31, 1996 1995 1996 1995 ---- ---- ---- ---- Net loss as previously reported $(440,193) $(171,136) $(187,338) $(122,794) Effect of restatement of interest income from parent (364,015) (240,887) (196,453) (132,045) --------- --------- --------- --------- Net loss as restated $(804,208) $(412,023) $(383,791) $(254,839) 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. 9 12 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 SIX MONTHS ENDED OCTOBER 31, 1996 AND 1995. Revenues of $1,253,468 and $1,362,988 were recognized during the six months ended October 31, 1996 and 1995 respectively. Revenues decreased $109,520 or 8.04% as a result of changes in the composition of the aging of the 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 six month periods ended October 31, 1996 and 1995, $4,965,522 and $4,358,100, respectively, in new gross finance lease receivables were added to the portfolio of outstanding leases, corresponding to equipment purchases of $3,735,425 and $3,344,014, respectively. Unearned income under direct finance leases reflected a net increase of $132,377 during the six months ended October 31, 1996 after having decreased $163,948 during the six months ended October 31, 1995. During a period in which new lease volume grows, the rate of growth in new lease volume and unearned income will exceed the rate of growth, if any, of income earned under direct finance leases as unearned income is recognized over the term of the lease and not necessarily in the year of origination. Management attributes the increase in new leases generated during the six month period ended October 31, 1996 to an increase in equipment available for purchase from its parent, Walnut. Amounts paid under the service contract for lease origination in the amounts of $189,624 and $130,565, respectively, were capitalized in accordance with FAS No. 91 during the six months ended October 31, 1996, and 1995. See Footnote 2 to the Financial Statements for the six month interim period ended October 31, 1996. General and administrative expenses for the six month periods ended October 31, 1996 and 1995 were $457,673 and $484,448, respectively. Included in these expenses were $245,466 and $297,505, 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 October 31, 1996 and 1995, there were 6,104 and 7,294 accounts outstanding, respectively. Also included in general and administrative expenses for the six months ended October 31, 1996 and 1995 are $130,329 and $108,024, respectively, which represents the amortization of the deferred registration and solicitation expenses which are included in "Other Assets" on the Balance Sheet at October 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 $13,000 during each of the six month periods ended October 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 $50,398 and $53,292 respectively, in transfer service fees paid to Financial Data, Inc., an affiliate. These expenses approximate the actual costs incurred in the services performed, which decreased during the six months ended October 31, 1996 as a result of the suspension of sales of 10 13 certificates effective September 1, 1996 pending effectiveness of a Post-effective amendment to a registration statement. See "Other Information below. For the six months ended October 31, 1996 and 1995, ELCOA recognized expenses of $543,998 and $346,593, 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 October 31, 1996 and 1995. During the three months ended October 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 October 31, 1996 were $5,191,027 or 30.53% of the $17,003,620 in aggregate future lease receivables outstanding at that date. These delinquencies decreased $137,410 or 2.58% from the amount of $5,328,437 (32.0% of aggregate receivables) at April 30, 1996. Management is continuing its efforts in pursuit of collections of all past due lease receivables. During the six months ended October 31, 1996 and 1995, ELCOA incurred $1,056,005 and $943,970, respectively in interest expense on the Demand, Fixed Rate and Money Market Thrift Certificates. Accrued interest thereon of $3,228,787 and $2,604,574, respectively, were outstanding at October 31, 1996 and 1995. These expenses were reduced by interest income of $186,406 and $247,441, respectively during the six months ended October 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 5.0% and 5.3% at October 31, 1996 and 1995, respectively. The average rates of interest paid on the Certificates (including accrued interest thereon) during these periods were approximately 8.5% and 8.6%, respectively, during the six month periods ended October 31, 1996 and 1995. Effective January 1, 1991, ELCOA and Walnut, its parent, agreed to pay each other interest on any intercompany advances during each month. Interest will be charged at a rate equal to 2% above the prevailing "prime" rate of interest at Corestates Bank, Reading, Pennsylvania. During the six months ended October 31, 1996 and 1995, ELCOA earned $364,015 and $240,887, respectively, of interest income under this agreement. These amounts are not reflected in the Statement of Operations, but rather were recorded as reductions to the intercompany receivable. During the six month periods ended October 31, 1996 and 1995, ELCOA recognized no provisions for state income taxes, or federal income taxes. 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. 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 11 14 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. Sales of demand and fixed rate certificates were suspended effective September 1, 1996, pending declaration of effectiveness of a post-effective amendment to a registration statement. As a result, proceeds from the issuance of debt securities have decreased during the current six months ended October 31, 1996 as compared to the same period prior year. See the Statement of Cash Flows on pages 5 and 6 of this report for an analysis of the sources and uses of cash by ELCOA during the six month periods ended October 31, 1996 and 1995. 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 statements of operations. As a result, the net increase in the amount due from parent during the six months ended October 31, 1996 of $2,124,799 increased the shareholder's deficit at October 31, 1996 by this amount. 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 at which time sales of debt securities re-commenced. 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 October 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 October 31, 1996. 12 15 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 13