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 quarterly period ended January 31, 1997
----------------
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 classes of
common stock, as of February 15, 1997: $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 January 31, 1997
(unaudited) and April 30, 1996 1
Statements of Operations; For the
nine months ended January 31, 1997 and 1996
and three months ended January 31, 1997
and 1996 (unaudited) 3
Statement of Changes in Shareholder's Deficit;
For the nine months ended January 31, 1997 4
(unaudited)
Statements of Cash Flows For the nine months
ended January 31, 1997 and 1996 (unaudited) 5
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
3
EQUIPMENT LEASING CORPORATION OF AMERICA
BALANCE SHEETS
--------------
January 31, 1997 April 30, 1996
---------------- --------------
(Restated) (Restated)
(unaudited)
ASSETS
Direct finance leases:
Aggregate future amounts
receivable under lease
contracts $18,077,502 $16,667,226
Estimated residual value
of equipment 1,388,188 1,577,174
Initial direct cost, net 473,696 393,897
Less:
Unearned income under
lease contracts (3,817,489) (3,347,395)
Advance payments (544,709) (516,658)
---------- ----------
15,577,188 14,774,244
Allowance for doubtful
lease receivables (1,815,566) (1,751,521)
---------- ----------
13,761,622 13,022,723
Cash and cash equivalents 2,662,884 9,260,482
Other assets 429,260 452,783
---------- ----------
TOTAL ASSETS $16,853,766 $22,735,988
=========== ===========
SEE ACCOMPANYING NOTES
1
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EQUIPMENT LEASING CORPORATION OF AMERICA
BALANCE SHEETS - (Continued)
--------------
January 31, 1997 April 30, 1996
---------------- --------------
(Restated) (Restated)
(unaudited)
LIABILITIES
Amounts payable to
equipment suppliers $ 8,749 $ 8,749
Accrued expenses and
security deposits 75,195 65,809
Demand, fixed rate and
money market thrift certificates 24,716,644 26,407,959
Accrued interest 3,265,196 2,767,158
---------- ----------
28,065,784 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 (8,042,415) (4,582,407)
Accumulated deficit (4,169,603) (2,931,280)
----------- ----------
(11,212,018) (6,513,687)
---------- ---------
TOTAL LIABILITIES AND
SHAREHOLDER'S DEFICIT $16,853,766 $22,735,988
=========== ===========
SEE ACCOMPANYING NOTES
2
5
EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF OPERATIONS
(Restated) (Restated)
For the Nine Months Ended January 31, For the Three Months Ended January 31,
1997 1996 1997 1996
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue:
Income earned under
direct finance lease contracts $ 1,871,140 $ 1,977,590 $ 617,672 $ 614,602
------------ ----------- ---------- -----------
Total revenue 1,871,140 1,977,590 617,672 614,602
------------ ----------- ---------- -----------
Costs and expenses:
Interest expense, net 1,599,583 1,441,302 543,578 497,332
General and administrative expenses 662,182 729,232 204,509 244,784
Provision for doubtful lease receivables 847,698 514,769 303,700 168,176
------------ ----------- ---------- -----------
Total costs and expenses 3,109,463 2,685,303 1,051,787 910,292
------------ ----------- ---------- -----------
Loss before provision
for income tax expense (1,238,323) (707,713) (434,115) (295,690)
Provision for income taxes
- Federal (See Note 2) --- --- --- ---
- State --- --- --- ---
----------- ----------- ---------- -----------
Net Loss $(1,238,323) $ (707,713) $ (434,115) $ (295,690)
=========== =========== ========== ===========
SEE ACCOMPANYING NOTES
3
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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
nine month period
ended January 31, 1997
(unaudited) -- -- -- -- (1,238,323) (1,238,323)
Reclassification of net
increase in amount due
from parent -- -- -- (3,460,008) -- (3,460,008)
----- ------ -------- ----------- ----------- ------------
Balance, January 31, 1997 1,000 $1,000 $999,000 $(8,042,415) $(4,169,603) $(11,212,018)
(unaudited) ===== ====== ======== =========== =========== ============
SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF CASH FLOWS
(Restated)
For the Nine Months Ended January 31,
1997 1996
----------- -----------
(unaudited) (unaudited)
OPERATING ACTIVITIES
- --------------------
Net Loss $(1,238,323) $ (707,713)
Adjustment to Reconcile Net Loss to Net
Cash from Operating Activities:
Amortization of Deferred Debt Expenses 176,436 172,026
Provision for doubtful lease receivables 847,698 514,769
Effects of Changes
in other Operating Items:
Accrued Expenses 9,386 450
Accrued Interest 498,038 451,302
Other (net) (152,913) (164,337)
----------- ----------
Net Cash Provided By Operating Activities 140,322 266,497
----------- ----------
INVESTING ACTIVITIES
- ---------------------
Excess of Cash Received
Over Lease Income Recorded 4,316,048 4,765,807
Receipt of Advance Payments 216,362 143,402
Purchase of Equipment
for Direct Finance Leases (6,119,007) (4,932,211)
----------- ----------
Net Cash Used In
Investing Activities $(1,586,597) $ (23,002)
----------- ----------
SEE ACCOMPANYING NOTES
5
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EQUIPMENT LEASING CORPORATION OF AMERCIA
STATEMENTS OF CASH FLOWS - (Continued)
(Restated)
For the Nine Months Ended January 31,
1997 1996
----------- -----------
(unaudited) (unaudited)
FINANCING ACTIVITIES
- --------------------
Proceeds from Issuance
of Demand and Fixed Rate Certificates $3,351,242 $7,168,313
Net Advances to Parent (3,460,008) (1,206,281)
Redemption of Demand, Fixed
Rate, and Money Market Thrift
Certificates (5,042,557) (5,195,690)
---------- ----------
Net Cash Provided by (used in)
Financing Activities (5,151,323) 766,342
---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents (6,597,598) 1,009,837
Cash and Cash Equivalents,
Beginning of Year 9,260,482 8,908,798
---------- ----------
Cash and Cash Equivalents,
End of Period $2,662,884 $9,918,635
========== ==========
SEE ACCOMPANYING NOTES
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EQUIPMENT LEASING CORPORATION OF AMERICA
Notes to Interim Financial Statements
Nine Months Ended January 31, 1997 and 1996
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 ($293,054 and $191,700
for the nine months ended January 31, 1997 and 1996, 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 uncollectible accounts. Any writeoffs of uncollectible
leases reduce the stated amount of ELCOA's reserves. Write-offs of
delinquent leases totaled $783,652 and $471,988 during the nine month
periods ended January 31, 1997 and 1996, respectively, while ELCOA
increased these reserves by charges of $847,698 and $514,769 during the
nine month periods ended January 31, 1997 and 1996, respectively.
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EQUIPMENT LEASING CORPORATION OF AMERICA
Notes to Interim Financial Statements
Nine Months Ended January 31, 1997 and 1996
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 nine months ended January 31, 1997 and 1996, the provision for
federal and state income taxes consists of:
Nine Months Ended January 31,
1997 1996
--------- ---------
Current $ 720,881 $ 805,106
Deferred (720,881) (805,106)
--------- ---------
$ --- $ ---
========= =========
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EQUIPMENT LEASING CORPORATION OF AMERICA
Notes to Interim Financial Statements
Nine Months Ended January 31, 1997 and 1996
INCOME TAXES - Continued
The deferred tax benefit is the change in the net deferred tax asset
arising from the available carry-back claim from its parent.
OTHER ASSETS AND LIABILITIES
Amounts payable to equipment suppliers in the amount of $8,749 as of
January 31, 1997 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 January 31, 1997 include $428,971 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 $139,755 at January 31, 1997 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 nine month periods ended January 31, 1997 and 1996 were
$176,436 and $172,026, respectively. Also, $289,216 in commissions paid
for sale of the Demand, Fixed Rate and Money Market Thrift Certificates
included in Other Assets at January 31, 1997 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 January 31, 1997, 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 $10,143,628 and
$6,078,559 as of January 31, 1997 and April 30, 1996, respectively.
Accordingly, the previously reported statements of operations for the nine
and three months ended January 31, 1997 and 1996 have been restated as
follows:
For the nine months For the three months
ended January 31, ended January 31,
1997 1996 1997 1996
Net loss as ---- ---- ---- ----
previously reported $ (633,262) $(314,087) $(193,069) $(142,951)
Effect of restatement of
interest income from parent (605,061) (393,626) (241,046) (152,739)
----------- --------- --------- ---------
Net loss as restated $(1,238,323) $(707,713) $(434,115) $(295,690)
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 NINE MONTHS ENDED JANUARY 31, 1997 AND 1996.
Revenues of $1,871,140 and $1,977,590 were recognized during the nine
months ended January 31, 1997 and 1996, respectively. Revenues decreased
$106,450 or 5.4% 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 nine month periods
ended January 31, 1997, and 1996, $8,183,644 and $6,499,838, respectively,
in new gross finance lease receivables were added to the portfolio of
outstanding leases, corresponding to equipment purchases of $6,119,007 and
$4,932,211, respectively. Unearned income under direct finance leases, net
of initial direct costs, reflected a net increase of $390,295 during the
nine months ended January 31, 1997, which resulted from an increase in the
aggregate amount of outstanding direct financing leases. During the nine
month period ended January 31, 1996, unearned income, net of initial direct
costs, had decreased $261,115, corresponding with an overall decrease in
the amount of direct finance leases outstanding during that period. 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 nine
month period ended January 31, 1997 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 $293,054 and $191,700, respectively, were capitalized in
accordance with FAS No. 91 during the nine months ended January 31, 1997
and 1996. See Footnote 2 to the Financial Statements for the nine month
interim period ended January 31, 1997.
General and administrative expenses for the nine month periods ended
January 31, 1997 and 1996 were $662,182 and $729,232, respectively.
Included in these expenses were $362,232 and $435,253, respectively, in
monthly servicing fees representing a reimbursement to Walnut for the
servicing and administration of ELCOA's outstanding leases at a cost of
$6.50 per account per month. As of January 31, 1997 and 1996, there were
5,903 and 6,936 of direct finance leases outstanding, respectively. Also
included in general and administrative expenses for the nine months ended
January 31, 1997 and 1996 are $176,436 and $172,026, respectively, which
represents the amortization of the deferred registration and solicitation
expenses which are included in "Other Assets" on the Balance Sheet at
January 31, 1997 and 1996. See Footnote 2 to the Financial Statements for
a more detailed discussion of the calculation of the amortization expense.
ELCOA paid Walnut $20,000 and $19,500 during the nine month periods ended
January 31, 1997 and 1996, respectively, 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 $73,062 and $79,479, respectively, in transfer
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service fees paid to Financial Data, Inc., an affiliate. These expenses
approximate the actual costs incurred in the services performed, which
decreased during the nine months ended January 31, 1997 as a result of the
suspension of sales of certificates from September 1, 1996 to January 31,
1997. See "Other Information" below.
For the nine months ended January 31, 1997 and 1996, ELCOA recognized
expenses of $847,698 and $514,769, 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 January 31, 1997 and 1996. During the nine
months ended January 31, 1997, ELCOA re-analyzed its method of calculating
its allowance for doubtful lease receivables which resulted in the
restatement of the allowance for the previous five years in addition to
increasing the provision for the current nine month period.
Past due accounts four or more monthly payments past due (on a strict
contractual basis) as of January 31, 1997 were $5,521,887 or 30.6% of the
$18,077,502 in aggregate future lease receivables outstanding at that date.
These delinquencies decreased 1.4 percentage points from the amount of
$5,328,439 or 32.0% of aggregate receivables outstanding at April 30, 1996.
Management is continuing its efforts in pursuit of collections of all past
due lease receivables.
During the nine months ended January 31, 1997 and 1996, ELCOA incurred
$1,599,583 and $1,441,302, respectively in interest expense (net) on its
outstanding Demand, Fixed Rate and Money Market Thrift Certificates.
Accrued interest thereon of $3,265,196 and $2,778,010, respectively, were
outstanding at January 31, 1997 and 1996. These expenses were reduced by
interest income of $235,714 and $371,028, respectively during the nine
months ended January 31, 1997 and 1996. ELCOA's excess cash is invested in
short-term U.S. Government Treasury Bills, having three month maturities,
with interest rates of 5.0% at January 31, 1997 and 1996. The average
rates of interest paid on the Certificates (including accrued interest
thereon) were approximately 8.6% during the nine month periods ended
January 31, 1997 and 1996. 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 nine months ended January 31, 1997 and 1996,
ELCOA earned $605,061 and $393,626, 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 nine month periods ended January 31, 1997 and 1996, 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
11
14
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 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 these certificates were suspended
beginning September 1, 1996 pending the registration of an offering of
$45,200,000 of Certificates which was declared effective on January 31,
1997. As a result, proceeds from the issuance of Demand and Fixed Rate
Certificates decreased $3,817,071 or 53.3% during the nine months ended
January 31, 1997 as compared to the nine months ended January 31, 1996.
See Item 5 to this report. 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 nine month periods ended January 31, 1997 and 1996.
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 balances 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 nine
months ended January 31, 1997 of $3,460,008 increased the shareholder's
deficit at January 31, 1997 by this amount.
ITEM 5. OTHER INFORMATION
Post-Effective Amendment Number 3 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 filed on
December 23, 1996. On January 21, 1997, and January 30, 1997 the Company
filed Post-Effective Amendments Number 4 and 5, respectively, to update
financial disclosures to include the results of operations for the quarter
ended October 31, 1996. This offering was declared effective on January
31, 1997, at which time ELCOA recommenced the offering of these securities
to the public.
As a result of comments received from the Division of Corporation Finance
of the Securities and Exchange Commission, ELCOA voluntarily suspended
sales of debt securities. ELCOA also filed amendment number 2 on Form 10-K
on May 28, 1997 to recalculate and reclassify the amount due from parent
and to recalculate interest income included in the financial statements for
the three fiscal years ended April 30, 1996. To the extent applicable, the
financial statements contained in this amended Form 10-Q for the nine
months ended January 31, 1997 have been restated accordingly.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the three months ended
January 31, 1997.
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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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