UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1997
Commission File Number: 0-18201
EQUIVEST FINANCE, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-2346270
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2 CLINTON SQUARE, SYRACUSE, NEW YORK 3202
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (315) 422-9088
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the Company (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 Company
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes__ No__X
As of August 31, 1997, 9,484,847 shares of common stock of Equivest Finance,
Inc. were outstanding.
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
FORM 10-QSB
QUARTER ENDED JUNE 30, 1997
INDEX
PART I FINANCIAL STATEMENTS PAGE
Item 1. Financial Statements
Consolidated Financial Information:
Consolidated Balance Sheets - June 30,
1997(unaudited) and December 31, 1996
Unaudited Consolidated Income Statements - Three
Months Ended June 30, 1997 and 1996
Unaudited Consolidated Income Statements - Six
Months Ended June 30, 1997 and 1996
Unaudited Consolidated Statement of Equity
Accounts
Unaudited Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996
Notes to Interim Consolidated Financial
Information
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART 1 - FINANCIAL STATEMENTS
Item 1. Financial Statements
EQUIVEST FINANCE, INC. and SUBSIDIARIES
consolidated balance sheet
Unaudited December 31,
ASSETS June 30, 1997 1996
- ------------------------------------------ ------------- -------------
Cash $ 2,302,936 $ 4,037,201
Receivables:
Accounts receivable 6,284,059 6,234,491
Notes and advance receivable 89,378,129 90,307,500
(1,979,182) (1,979,182)
Less allowance for doubtful receivables -------------- --------------
93,683,006 94,562,809)
-------------- --------------
Accounts receivable - related parties 972,890 671,411
6,761,998 7,537,968
Notes receivable - related party -------------- --------------
101,417,894 102,772,188
Total Receivables -------------- --------------
Deferred financing costs, net 4,111,378 3,859,554
Cash - restricted 3,785,409 1,128,773
Accrued interest receivable 326,341 425,471
Deferred taxes 824,536 824,536
155,135 156,084
Other Assets -------------- --------------
$112,923,629 $113,203,807
-------------- --------------
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------------
Liabilities:
Accounts Payable and Other Liabilities
Accounts payable $ 378,789 $ 715,698
Accounts payable - related parties 678,160 680,842
Total Accounts Payable and Other 1,040,417 994,788
Liabilities -------------- --------------
2,097,366 2,391,328
-------------- --------------
Notes payable
Notes payable - related parties 80,533,855 82,942,196
24,624,854 23,803,257
-------------- --------------
107,256,075 109,136,781
-------------- --------------
12.5% REDEEMABLE CONVERTIBLE PREFERRED
STOCK
$3 per value, 1,000,000 shares
authorized, 9,915 shares issued and
outstanding 29,745 29,745
PREFERRED AND COMMON STOCK AND OTHER
CAPITAL
Cumulative Redeemable Preferred Stock--
Series 2 Class A, $3 par value; 15,000
shares authorized, 10,000 shares issued
and outstanding 30,000 30,000
Cumulative Convertible Preferred Stock--
Series 2, $3 par value, 3,000 shares
authorized, issued and outstanding 9,000 9,000
Common Stock, $.05 par value; 10,000,000
shares authorized, 9,484,847 shares
issued and outstanding 474,243 474,243
Additional paid-in capital 6,330,956 6,330,956
(1,206,390) (2,806,918)
Retained earnings (deficit) -------------- --------------
5,637,809 4,037,281
-------------- --------------
$112,923,629 $113,203,807
-------------- --------------
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
(unaudited)
consolidated balance sheet
3 Months Ended June 30,
1997 1996
------------------------ ------------------------
Revenues:
Interest $ 3,637,126 $3,365,243
Gain on Sales of Contracts 0 11,366
295,997 29,675
Other Income ----------------------- ---------------------
3,933,123 3,406,284
----------------------- ---------------------
Costs and Expenses: -- 15,822
Provision for doubtful receivables 2,112,993 1,898,670
Interest 246,213 173,392
602,376 633,983
Debt related costs including amortization of financing costs ----------------------- ---------------------
2,961,582 2,721,867
Selling, general and administrative ----------------------- ---------------------
Income Before Provision for Taxes 971,541 684,417
Provision for Income Taxes
Current 96,000 76,000
0 16,000
Deferred ----------------------- ---------------------
96,000 92,000
Total Provision for Taxes ----------------------- ---------------------
$875,541 $592,417
Net Income ----------------------- ---------------------
Earnings Per Common Share
Weighted average shares outstanding 9,512,708 9,512,708
Fully diluted average shares outstanding 17,012,708 17,012,708
Net income $875,541 $592,417
(196,429) (150,929)
Preferred stock dividend requirement ----------------------- ---------------------
$679,112 $441,488
Net Income after preferred stock dividends ----------------------- ---------------------
$0.07 $0.05
Primary earnings per share ----------------------- ---------------------
$0.04 $0.03
Fully diluted earnings per share ----------------------- ---------------------
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
(unaudited)
consolidated statement of equity accounts
Redeemable
Preferred Convertible
Additional Stock-- Preferred Retained
Common Stock Paid in Series 2 Stock-- Earnings
Total Shares Amount Capital Class A Series 2 (Deficit)
-------------- -------------- -------------- -------------- -------------- -------------- -------------
Balances at
December 31,
1996 $4,037,281 9,484,847 $474,243 $6,330,956 $30,000 $9,000 $(2,806,918)
Issue Preferred
Stock--
Series 2
1,600,528 1,600,528
Net Income ------------- ------------- ------------- ------------- ------------- ------------- -------------
Balance at June $5,637,809 9,484,847 $474,243 $6,330,956 $30,000 $9,000 $(1,206,390)
30, 1997 ------------- ------------- ------------ ------------- ------------ ---------- -------------
EQUIVEST FINANCE, INC. AND SUBSIDIARIES
(unaudited)
consolidated statement of cash flow
6 Months Ended June 30,
1997 1996
-------------------------- --------------------------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net Income $ 1,600,528 $ 831,831
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 483,187 483,187
Provision for doubtful receivables 0 31,644
Provision for deferred taxes 0 36,000
Gains on sales of contracts (29,689) (198,762)
Changes in assets and liabilities:
(Increase) degree in other assets (634,932) 109,838
Increase in accounts receivable - related parties (301,479) (1,429,992)
(Increase) decrease in restricted cash (2,656,636) (992,996)
(Decrease) increase in accounts payable, cash
overdraft and accrued expenses (291,184) 340,209
(2,682) (1,593,722)
Decrease in accounts payable--related parties ------------------- --------------------
NET CASH USED IN OPERATING ACTIVITIES (1,832,887) (2,382,763)
CASH FLOWS USED IN INVESTING ACTIVITIES
909,395 (4,049,257)
(Increase) decrease in receivables, net ------------------- --------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 909,395 (4,049,257)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on loans payable--related party 0 (4,088,948)
Payments on notes receivables - related party 775,970 0
Proceeds on loans payable - related party 821,597 0
Proceeds from recourse notes payable 6,633,749 14,826,322
Proceeds from non-recourse notes payable (7,148,870) (12,236,325)
Payments on non-recourse notes payable 8,809,829 12,131,048
(10,703,048) (4,735,763)
NET CASH PROVIDED BY FINANCING ACTIVITIES ------------------- --------------------
(810,773) 5,896,334
INCREASE (DECREASE) IN CASH ------------------- --------------------
(1,734,265) (535,686)
------------------- --------------------
4,037,201 1,302,934
Cash at beginning of period ------------------- --------------------
$ 2,302,936 $ 767,248
CASH AT END OF PERIOD ------------------- --------------------
EQUIVEST FINANCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation
The accompanying consolidated interim financial statements as of June
30, 1997 and for the six-month period ended June 30, 1997 have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Rule 10-01
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal accruals) considered necessary for a fair presentation
have been included. Operating results for the six-month period ended June
30, 1997, are not necessarily indicative of the results expected for the year
ended December 31, 1997. For further information, please refer to the
consolidated financial statements and footnotes thereto included in Equivest
Finance, Inc.'s (the "Company") Form 10-KSB for the period ended December 31,
1996.
The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries, Equivest Capital Funding, Inc.,
and Resort Funding, Inc. ("Resort Funding") and its subsidiary, BFICP
Corporation. All significant intercompany balances and transactions have
been eliminated in consolidation.
The preparation of these financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and costs
and expenses during the reporting period. Actual results could differ from
the Company's estimates.
The Company recognizes interest income on consumer financing
contracts using the interest method over the term of the contract. It
recognizes interest income on outstanding resort acquisition and development
loans when earned, based on the terms of the loan agreements. The accrual of
interest on an impaired loan is discontinued when accrued and unpaid
interest, together with the loan principal outstanding, exceeds the loan's
projected cash flow or the loan's net collateral value.
Gains on sales of contracts result from periodic non-recourse sales
of consumer receivables. A gain is recorded to the extent the net proceeds
exceed the net investment in the consumer receivables sold.
Other income primarily represents fees, which are recognized as
income when Resort Funding performs the related service. These services
include billing services for developers, servicing of accounts receivable
sold under its financing facility (discontinued after April 1996), and loan
commitment, chargeback and collection fees to from its resort developers.
Receivables have been reduced by an allowance for doubtful
receivables. The allowance is an amount which management believes will be
adequate to absorb possible losses on existing receivables. The evaluation
incorporates past loss experience, known and inherent risks in the portfolio,
adverse conditions that may affect the borrower's ability to repay, the
estimated value of underlying collateral, and current economic conditions.
Receivables are charged against the allowance when management believes that
collectibility is unlikely. Because of uncertainties in the estimation
process, it is at least reasonably possible that management's estimate of
loan losses inherent in the loan portfolio and the related allowance will
change in the near term.
The Company follows Statement of Financial Accounting Standards No.
114 (SFAS 114) "Accounting by Creditors for Impairment of a Loan". Under
SFAS 114, the allowance for doubtful receivables for loans identified as
impaired is specifically determined using the loan's projected discounted
cash flow or its net collateral value.
In July 1997, a Las Vegas, Nevada developer and customer of Resort
Funding filed for bankruptcy court protection. As of July 31, 1997, the
developer had outstanding indebtedness on its acquisition and development
loans of approximately $6 million, which loans are secured by first and third
mortgages on the property. This amount owed includes principal, accrued
interest, and certain other fees relating to such loans. Although the
appraised value of this property is substantially in excess of the debt owed
to Resort Funding, there can be no assurance that the bankruptcy will not
affect the amount owed to Resort Funding. A loss by Resort Funding on this
loan could have a material impact on Resort Funding's financial statements,
and the Company.
As of July 31, 1997, a resort property located in Hilton Head, South
Carolina was approximately six months delinquent in payment of its
obligations to Resort Funding under an acquisition and development loan
agreement. As of July 31, 1997, Resort Funding was owed approximately
$140,000.00 by the developer in overdue payments. There can be no assurance
that the resort will bring its obligation current in the future. The balance
owed to Resort Funding under such acquisition and development loan as of July
31, 1997 was approximately $3.6 million. There can be no assurance Resort
Funding will receive principal payments relating to this obligation in the
short term, or that it will not incur a loss on this loan. Pursuant to
certain of its lending arrangements, Resort Funding previously assigned its
rights under the referenced acquisition and development loan as collateral
to several banks; approximately $950,000 of the loans from these banks
relating to this collateral are non-recourse to Resort Funding.
Deferred financing costs represent unamortized expenses associated
with issuing certain debt and fees payable pursuant to certain bank
settlement transactions described below. Amortization of these costs is
computed on a straight-line basis over the term of the associated debt and
does not differ materially from that computed using the effective interest
method.
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 (SFAS 109). SFAS 109 is an asset and liability
approach to accounting for deferred income taxes. This method requires the
recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's
financial statements or tax returns. In estimating future tax consequences,
the Company generally considers all expected future events other than
enactments of changes in tax laws or rates. A valuation allowance reduces
deferred tax assets when it is more likely than not that some portion or all
of the deferred tax assets will not be realized.
Primary earnings per common share is computed by dividing net income,
less the preferred stock dividend requirements, by the weighted average
number of common shares and, as appropriate, common stock equivalents
outstanding for the period. Fully diluted earnings per common share assumes
conversion of convertible preferred stock, elimination of the related
preferred stock dividend requirements and the issuance of common stock for
all other potentially dilutive equivalents outstanding.
The Financial Accounting Standards Board issued several new
pronouncements which became effective during 1997. "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities" (SFAS
125) applies to transfers of assets after December 31, 1996. SFAS 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. Those standards are
based on consistent application of a financial components approach that
focuses on control. Under that approach, after a transfer of financial
assets, an entity recognizes the financial and servicing assets it controls
and the liabilities it has incurred, derecognizes financial assets when
control has been surrendered, and derecognizes liabilities when extinguished.
SFAS 125 provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company discontinued its operations as an insurance premium financing
company during 1995. Therefore, the following presentation and discussion
relates to Resort Funding and its operations.
THREE MONTHS ENDED JUNE 30, 1997
Results of Operations
Revenues increased 15.5% to $3,933,100 for the three months ended June 30,
1997, from $3,406,300 for the same period in 1996. The increase was due
primarily to an increase in interest income as a result of growth in the
portfolio growth held for investment and higher cash balances, as well as an
increase in commitment fees and other contract-related fees. Income before
income taxes increased 41.9% to $971,500 for the three months ended June 30,
1997, from $684,400 for the same period in 1996. The increase was due
primarily to an increase in interest income as a result of growth in the
portfolios being held for investment and other contract-related fees. The
increase was offset in part by an increase in interest expense primarily due
to higher levels of borrowings and an increase in the interest rate charged
on the ING facility. Resort Funding's net income increased 28.0% to
$1,0109,2700 for the three months ended June 30, 1997 compared to $789,100
for the same period in 1996.
Interest Income
Interest on loans increased 8.1% to $3,637,100 for the three months ended
June 30, 1997, from $3,365,200 for the same period in 1996, primarily due to
growth in the portfolio held for investment, as well as higher cash balances.
Interest on consumer notes increased 11.2% to $2,492,900 for the three
months ended June 30, 1997 from $2,241,000 for the same period in 1996, also
as a result of growth in the portfolio held for investment. The growth in
interest income on consumer notes was augmented by $169,500 in interest
income on notes receivable from a related party, which notes did not exist in
the same period a year earlier. This increase in interest income more than
offset a decrease of 17.0% or $183,700 in interest received on acquisition
and development loans to developers, due to lower than average balances
outstanding compared to the same period in 1996.
Gain on Sale of Contracts
Interest revenue was partially offset by a decrease of 100% on gains on the
sale of consumer contracts, to $0 for the three months ended June 30, 1997
from $11,400 for the same period in 1996. This decrease was caused by a
prohibition by Resort Funding's primary lender, ING (U.S.) Capital Markets,
Inc. ("ING"), on sales of loans using ING's commercial paper facility after
March 31, 1996.
Other Income
Other income increased by 897.5% to $296,000 for the three months ended June
30, 1997, from $29,700 for the same period in 1996. The increase was
primarily due to an increase in commitment fees and other contract-related
fees.
Provision for Doubtful Accounts
The provision for doubtful receivables decreased to $0 for the three months
ended June 30, 1997, from $15,800 for the same period in 1996, as a result of
slightly decreased levels of outstanding receivables.
Interest Expense
Interest expense increased 11.3% to $2,113,000 for the three months ended
June 30, 1997, from $1,898,700 for the same period in 1996, primarily due to
higher levels of borrowing (caused by ING's prohibition on the sales of the
loans by Resort Funding) and an increase in the interest rate charged on the
ING facility. The interest expense on the ING facility increased 72.6% to
$889,800 for the second quarter of 1997 from $515,500 for the second quarter
of 1996. Interest expense on other bank notes decreased 30.3% to $653,500
for the three months ended June 30, 1997, from $938,100 for the same period
in 1996, due to a decrease in interest rates. The average interest rates on
other bank notes decreased to 6.5% for the second quarter of 1997, from 10.3%
for the same period in 1996. The decrease in interest rates is entirely due
to the addition of certain loans relating to the settlement of the claims
made by several lenders (the "Banks") in the bankruptcy case of Bennett
Funding Group, Inc. ("BFG") and its affiliate, Aloha Capital Corporation
(collectively, the "Debtors"), arising out of lease-financing agreements
pursuant to which the Banks made loans to the Debtors. The settlements,
which were approved by the United States Bankruptcy Court for the Northern
District of New York (the "Bankruptcy Court"), required the Banks to make
new, interest-only term loans to Resort Funding at favorable 1/2 to 4%
interest rates (the "Settlement Loans"), ranging in term from 30 to 120
months, with an average duration of 70 months. Additional such settlements
have been entered into from time to time with a total amount through August
31, 1997, of approximately $22,500,000. The weighted average interest rate
on the Settlement Loans is 2.0% compared with a rate as of June 30, 1997 of
10.5% on the ING facility. The beneficial effect of the extremely low
interest rates of the Settlement Loans is partially offset by a 3% per annum
arrangement fee paid by Resort Funding to BFG, which fee is accounted for as
a cost of debt issuance.
Selling, General and Administrative
Selling, General and Administrative costs increased 6.6% to $564,200 for the
three months ended June 30, 1997, from $529,300 for the same period in 1996.
The increase was primarily a result of increased payroll expenses. The
results from the Company's administrative expenses decreased by 63.2% to
$38,500 for the three months ended June 30, 1997, from $104,700 for the same
period in 1996.
Debt Issue Costs and Amortization
Debt issue costs and amortization increased 42.0% to $246,200 for the three
months ended June 30, 1997, from $173,400 for the same period in 1996. The
increase was primarily attributable to the amortization of debt issue costs
for the 3% per annum arrangement fee charged by the bankrupt estate of BFG
and other affiliated companies (the "Estate") relating to the Settlement
Loans. Resort Funding is obligated to pay the arrangement fee to the Estate
based on the unpaid principal balance of the new term loans. The increases
in amortization of debt issue costs were offset by decreases in fees
associated with the ING facility.
Selling, General and Administrative
Selling, General and Administrative costs increased 6.6% to $564,200 for the
three months ended June 30, 1997, from $529,300 for the same period in 1996.
The increase was primarily a result of increased payroll expenses. The
results from the Company's administrative expenses decreased by 63.5% to
$38,200 for the three months ended June 30, 1997, from $104,700 for the same
period in 1996.
Provision for Income Taxes
The provision for income taxes for the three months ended June 30, 1997
increased 4.3% to $96,000, from $92,000 for the same period in 1996. The
current period tax provision results from the availability of net operating
loss carryforwards which shelter the Company's book income from federal
taxes. The current portion of the provision relates to currently payable
state income taxes. The provision for income taxes for the three months
ended June 30, 1997 also reflects utilization of the net operating loss
carryforwards (but only for the period after February 16, 1996) and the
deferred tax provision relating to the provision for doubtful accounts.
SIX MONTHS ENDED JUNE 30, 1997
Results of Operations
Revenues increased 8.5% to $7,650,200 for the six months ended June 30, 1997,
from $7,050,700 for the same period in 1996. The increase was due primarily
to an increase in interest income as a result of portfolio growth in the
portfolio held for investment and , higher cash balances and an increase in
commitment fees. This increase was partially offset by a one-time special
origination fee received in the first quarter of 1996, half of which was
discounted in the first quarter of 1997 when the asset was sold. Service
income and gains on the sale of consumer contracts also had a negative impact
on the overall increase in revenues. Income before income taxes increased
85.3% to $1,780,500 for the six months ended June 30, 1997, from $960,800 for
the same period in 1996. The increase was due primarily to an increase in
interest income as a result of growth in portfolios being held for investment
and decreased expenses resulting from the discontinuance of fees paid to an
affiliate of the Company and administrative expenses from the Company.
Resort Funding's net income increased 45.4% to $1,867,100 for the six months
ended June 30, 1997 compared to $1,284,500 for the same period in 1996.
Interest Income
Interest on loans increased 16.0% to $7,314,200 for the six months ended June
30, 1997, from $6,307,100 for the same period in 1996, primarily due to
growth in the portfolio held for investment, as well as higher cash balances.
Interest on consumer notes increased 20.4% to $4,884,300 for the six months
ended June 30, 1997 from $4,055,200 for the same period in 1996, as a result
of growth in the portfolio held for investment. The growth in interest
income on consumer notes was augmented by $359,000 in interest income on
notes receivable from a related party, which notes did not exist in the same
period a year earlier. This increase in interest income more than offset a
decrease of 14.4% or $315,0500 in interest received on acquisition and
development loans to developers, due to lower than average balances
outstanding compared to the same period in 1996.
Gain on Sale of Contracts
Interest revenue was partially offset by a decrease of 85.1% on gains on the
sale of consumer contracts, to $29,700 for the six months ended June 30, 1997
from $198,800 for the same period in 1996. This decrease was caused by a
prohibition by Resort Funding's primary lender, ING (U.S.) Capital Markets,
Inc. ("ING"), on sales of loans using ING's commercial paper facility after
March 31, 1996.
Other Income
Other income decreased by 43.8% to $306,200 for the six months ended June 30,
1997, from $544,900 for the same period in 1996. The year-to-date decrease
was primarily due to a one-time special origination fee, received in the
first quarter of 1996, half of which was discounted in the first quarter of
1997 when the asset was sold, and a decrease in service fee income. The
decrease was partially offset by an increase in origination fees.
Provision for Doubtful Accounts
The provision for doubtful receivables decreased to $0 for the six months
ended June 30, 1997, from $31,600 for the same period in 1996, as a result of
slightly decreased levels of outstanding receivables.
Interest Expense
Interest expense increased 10.4% to $4,277,100 for the six months ended June
30, 1997, from $3,873,000 for the same period in 1996, primarily due to
higher levels of borrowing (caused by ING's prohibition on the sales of the
loans by Resort Funding) and an increase in the interest rate charged on the
ING facility. The interest expense on the ING facility increased 85.2% to
$1,772,900 for six months ending June 30, 1997 from $957,400 for same period
of 1996. Interest expense on other bank notes decreased 24.1% to $1,383,400
for the six months ended June 30, 1997, from $1,823,300 for the same period
in 1996, due to a decrease in interest rates. The average interest rates on
other bank notes decreased to 6.85% for the first half of 1997, from 10.3%
for the same period in 1996. The decrease in interest rates is entirely due
to the addition of certain loans relating to the settlement of the claims
made by several lenders (the "Banks") in the bankruptcy case of Bennett
Funding Group, Inc. ("BFG") and its affiliate, Aloha Capital Corporation
(collectively, the "Debtors"), arising out of lease-financing agreements
pursuant to which the Banks made loans to the Debtors. The settlements,
which were approved by the United States Bankruptcy Court for the Northern
District of New York (the "Bankruptcy Court"), required the Banks to make
new, interest-only term loans to Resort Funding at favorable 1/2 to 4%
interest rates (the "Settlement Loans"), ranging in term from 30 to 120
months, with an average duration of 70 months. The weighted average interest
rate on the Settlement Loans is 2.0% compared with a rate as of June 30, 1997
of 10.5% on the ING facility. The beneficial effect of the extremely low
interest rates of the Settlement Loans is partially offset by a 3% per annum
arrangement fee paid by Resort Funding to BFG, which fee is accounted for as
a cost of debt issuance.
Selling, General and Administrative
Selling, General and Administrative costs decreased 29.8% to $1,007,600 for
the six months ended June 30, 1997, from $1,434,300 for the same period in
1996. The decrease was primarily a result of the elimination of application,
recording and processing fees paid to an affiliate of the Company. The
results from the Company's administrative expenses decreased by 73.3% to
$86,600 for the six months ended June 30, 1997, from $323,600 for the same
period in 1996.
Debt Issue Costs and Amortization
Debt issue costs and amortization increased 16.6% to $498,400 for the six
months ended June 30, 1997, from $427,400 for the same period in 1996. The
increase was primarily attributable to the amortization of debt issue costs
for the 3% per annum arrangement fee charged by the bankrupt estate of BFG
and other affiliated companies (the "Estate") relating to the Settlement
Loans. Resort Funding is obligated to pay the arrangement fee to the Estate
based on the unpaid principal balance of the new term loans. The increases
in amortization of debt issue costs were offset by decreases in fees
associated with the ING facility.
Selling, General and Administrative
Selling, General and Administrative costs decreased 29.8% to $1,007,600 for
the six months ended June 30, 1997, from $1,434,300 for the same period in
1996. The decrease was primarily a result of the elimination of application,
recording and processing fees paid to an affiliate of the Company. The
results from the Company's administrative expenses decreased by 73.3% to
$86,600 for the six months ended June 30, 1997, from $323,600 for the same
period in 1996.
Provision for Income Taxes
The provision for income taxes for the six months ended June 30, 1997
increased 39.5% to $180,000, from $129,000 for the same period in 1996. The
current period tax provision results from the availability of net operating
loss carryforwards which shelter the Company's book income from federal
taxes. The current portion of the provision relates to currently payable
state income taxes. The provision for income taxes for the six months ended
June 30, 1997 also reflects utilization of the net operating loss
carryforwards (but only for the period after February 16, 1996) and the
deferred tax provision relating to the provision for doubtful accounts and
depreciation.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Bankruptcy of Affiliated Companies; Relationship to Bankruptcy
Effective February 16, 1996, the Company entered into the Agreement
and Plan of Exchange, dated as of February 16, 1996 (the "Exchange
Agreement"), among the Company, BFG and Resort Funding, pursuant to which the
Company acquired all of the common stock of Resort Funding from BFG in
exchange for the issuance to BFG of 10,000 shares of the Company's Series 2
Preferred Stock and 3,000 shares of the Company's Convertible Preferred
Stock. As a result of the Exchange Agreement and certain prior investments,
BFG and an affiliate acquired beneficial ownership of approximately 86% of
the Company's voting shares. Because of the relationships among the parties,
the Company accounted for the transaction as if it were a pooling of
interest.
On March 29, 1996, subsequent to the closing of the transactions
contemplated by the Exchange Agreement, BFG, along with its affiliate Bennett
Management & Development Corp. ("BMDC"), also a principal stockholder of the
Company, filed voluntary petitions (the "Petitions") for reorganization (Case
Nos. 96-61376 and 96-61379, respectively) under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the Bankruptcy Court.
On April 18, 1996, the U.S. Department of Justice appointed, and the
Bankruptcy Court approved, the Hon. Richard C. Breeden as trustee in
bankruptcy (the "Trustee") for BFG and BMDC, as well as for certain other
related debtors.
The Petitions were filed after (i) the SEC filed a civil complaint
(the "Civil Complaint") in the United States District Court for the Southern
District of New York (the "Court") against BFG, BMDC, certain of their
affiliates and Patrick R. Bennett, the former Chief Financial Officer of BFG
(Case No. 96 Civ. 2237 (JES)) and (ii) the United States Attorney for the
Southern District of New York filed a criminal complaint (the "Criminal
Complaint") in the Court against Patrick Bennett alleging perjury and
criminal violations of the anti-fraud provisions of the federal securities
laws. The Civil Complaint alleges numerous violations of the anti-fraud
provisions of the federal securities laws, based in part on allegations of
sales of fictitious equipment leases, fraudulent misrepresentations to
investors in private placements of debt securities and misappropriation of
corporate assets. In June 1996, the Trustee filed an adversary proceeding
seeking more than $1 billion in damages from, among others, prior controlling
stockholders of BFG and its affiliates and certain of their business
associates, the previous auditing firm and others.
On June 26, 1997, a federal grand jury issued a 43-count indictment
against Patrick Bennett, his brother Michael, and two associates on charges
ranging from conspiracy to obstruction of justice. The defendants were
arraigned on July 3, 1997, and were released after posting personal
recognizance bonds.
Notwithstanding the allegations of fraudulent financial dealings at
BFG and BMDC, the Trustee has advised the Company that he has concluded,
based on his investigations to date, that the operations of Resort Funding
were not involved in the fraudulent activities detailed in the complaints
described above and in the Trustee's adversary proceeding. Moreover, the
Trustee has advised the Company that he has determined not to challenge the
transactions effected pursuant to the Exchange Agreement.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. (a) Exhibits
The following exhibits are filed herewith: None.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on
its behalf by the undersigned, there unto duly authorized.
EQUIVEST FINANCE, INC.
BY: /s/ Thomas J. Hamel
---------------------
Thomas J. Hamel, Director
Dated: September 24, 1997