<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-24713
EBS Pension, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 42-1466520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Sixth and Marquette; N9303-120
Minneapolis, Minnesota 55479
(Address of principal executive offices)
(612) 667-4803
(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 [ ]
At August 1, 2000 there were 10,000,000 Class A Membership Units outstanding and
no Class B Membership Units outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EBS PENSION, L.L.C.
Statement of Operations
For the Three and Six Month Periods
Ended March 31, 2000 and 1999
-----------------------------
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
2000 1999 2000 1999
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Income:
Interest $ 25,283 $ 18,627 $ 48,945 $ 38,825
-------- -------- ---------- ----------
Total income $ 25,283 $ 18,627 $ 48,945 $ 38,825
======== ======== ========== ==========
Expenses:
Accounting fees $ 14,502 $ 1,000 $ 17,502 $ 3,000
Legal fees 13,683 23,950 21,404 25,950
Manager fees 12,467 12,466 24,933 25,068
Transfer agent and
settlement administration fees 9,000 19,000 18,000 26,000
Other 600 4,118 1,200 5,832
-------- -------- ---------- ----------
Total expenses 50,252 60,534 83,039 85,850
-------- -------- ---------- ----------
Net loss $(24,969) $(41,907) $ (34,094) $ (47,025)
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
EBS PENSION, L.L.C.
Balance Sheet
June 30, 2000 and December 31, 1999
-----------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
(unaudited)
<S> <C> <C>
Assets
Cash and cash equivalents
Available for general operations $ 125,836 $ 144,200
Returned member distributions 262,057 225,018
Available for anticipated cost of legal
indemnification of officers 1,500,000 1,500,000
Interest receivable 8,465 7,436
---------- ----------
Total assets $1,896,358 $1,876,654
========== ==========
Liabilities
Distribution payable $ 262,057 $ 225,018
Accrued expenses 126,525 109,766
---------- ----------
Total liabilities $ 388,582 $ 334,784
========== ==========
Members' equity:
Membership Units (Class A - 10,000,000
authorized, issued and outstanding at
June 30, 2000 and December 31, 1999,
Class B - 0 authorized, issued and outstanding at
June 30, 2000 and December 31, 1999)
Paid-in capital 1,667,492 1,667,492
Retained deficit (159,716) (125,622)
---------- ----------
Total members' equity 1,507,776 1,541,870
---------- ----------
Total liabilities and members' equity $1,896,358 $1,876,654
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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EBS PENSION, L.L.C.
Statement of Changes in Members' Equity
For the Six Months Ended June 30, 2000 and
For the Year Ended December 31, 1999
------------------------------------
<TABLE>
<CAPTION>
Class A Class B
Membership Membership Paid in Retained
Units Units Capital Deficit Total
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1999 10,000,000 - $1,667,492 $ 13,514 $1,681,006
Current year loss - - - (139,136) (139,136)
---------- ----------- ---------- --------- ----------
Balance, December 31, 1999 10,000,000 - 1,667,492 (125,622) 1,541,870
Current period loss (unaudited) - - - (34,094) (34,094)
---------- ----------- ---------- --------- ----------
Balance, June 30, 2000
(unaudited) 10,000,000 - $1,667,492 $(159,716) $1,507,776
========== =========== ========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
EBS PENSION, L.L.C.
Statement of Cash Flows
For the Six Months Ended June 30, 2000 and 1999
-----------------------------------------------
<TABLE>
<CAPTION>
For the six months ended
June 30,
2000 1999
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (34,094) $ (47,025)
Reconciliation of net loss to cash flows provided
by (used in) operating activities:
(Increase) decrease in interest receivable (1,029) 8,145
Increase in liabilities 53,798 6,753
---------- ----------
Cash flows provided by/(used in)
operating activities 18,675 (32,127)
---------- ----------
Net increase (decrease) in cash and cash equivalents 18,675 (32,127)
Cash and cash equivalents at beginning of period 1,869,218 1,786,927
---------- ----------
Cash and cash equivalents at end of period $1,887,893 $1,754,800
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2000 and December 31, 1999
--------------------------------------------------------------------------------
1. Description of Business
EBS Pension, L.L.C. (the "Company") is governed by a Members Agreement,
dated as of September 25, 1997 (the "Members Agreement"). Pursuant to the
Members Agreement, the Company is organized for the exclusive purposes of
(a) receiving and administering the cash proceeds (the "Pension Plan
Proceeds") to be received by Edison Brothers Stores, Inc. ("Edison") and its
affiliated debtors in possession (collectively with Edison, the "Debtors")
as a result of the termination of the Edison Brothers Stores, Inc. Pension
Plan (the "Pension Plan"), net of (i) the Pension Plan assets transferred to
qualified replacement pension plans, (ii) all costs, fees and expenses
relating to termination of the Pension Plan and establishment of replacement
plans, and (iii) all applicable taxes incurred or for which a reserve is
established in connection with termination of the Pension Plan, and (b)
distributing such assets to holders of Class A Membership Units (the
"Members") in accordance with the Members Agreement.
2. Summary of Significant Accounting Policies
This summary of significant accounting policies is presented to assist in
evaluating the Company's financial statements included in this report. These
principles conform to generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires that management make estimates and
assumptions that impact the reported amounts of assets and liabilities as of
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates. Adjustments are of a normal recurring nature. Actual
results could differ from those estimates.
Basis of Presentation
These financial statements include the accounts of the Company for the
periods from January 1, 1999 through December 31, 1999, January 1, 1999
through June 30, 1999 (unaudited) and January 1, 2000 through June 30, 2000
(unaudited), April 1, 1999 through June 30, 1999 (unaudited) and April 1,
2000 through June 30, 2000 (unaudited).
Cash and Cash Equivalents
Cash consists of amounts held in an account in the Company's name at a
highly-rated financial institution, along with U.S. Treasury Securities
purchased and held in the Company's name.
Accrued Expenses
Accrued expenses include amounts for unpaid legal, tax, accounting, manager
and transfer agent fees. Amounts are payable within one year.
Interest
Interest income is determined on the accrual basis. Interest receivable is
due to be received within one year.
Expenses
All expenses of the Company are recorded on the accrual basis of accounting.
Income Taxes
The Company is not subject to taxes. Instead, the Members report their
distributive share of the Company's profits and losses on their respective
income tax returns.
6
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EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2000 and December 31, 1999
--------------------------------------------------------------------------------
3. Distribution Payable
Through June 2000, a total of $262,057 of proceeds distributed to Members in
February 1998 were returned as the checks issued did not clear the bank. The
funds continue to be held by the Company for the respective Members to
claim.
Any unclaimed funds will eventually escheat to the state in which they were
distributed according to that state's statutory period for unclaimed
property.
4. Members' equity
On September 25, 1997, Edison transferred the right to receive the net cash
proceeds from the termination of the Pension Plan in exchange for 10,000,000
Class B Membership Units of the Company, which represented all of the
outstanding Membership Units of the Company. The Net Pension Plan Proceeds
(as defined in the Plan) amounted to $43.9 million at December 31, 1997 and
were due from Edison at that date. Pursuant to the Plan, an additional
amount of $5.7 million (the "Pension Plan Tax Reserve") is being held by
Edison to satisfy certain fees and tax liabilities of Edison. The Plan of
Reorganization further provided that upon receipt of a private letter ruling
(the "Tax Ruling") from the Internal Revenue Service (the "IRS") indicating
that no tax liability existed necessitating release of funds from the
Pension Plan Tax Reserve, that Edison should remit such funds to the
Company. On September 28, 1998, the IRS issued the Tax Ruling. To date,
however, Edison has not released the funds held in the Pension Plan Tax
Reserve to the Company. Some portion of the Pension Plan Tax Reserve may
ultimately be distributed by Edison to the Company. The amount of such
distribution (if any), however, cannot be determined at this time. See Note
6 hereof for further discussion of the Pension Plan Tax Reserve.
On December 12, 1997, in accordance with the Members Agreement and the Plan
of Reorganization, Edison exchanged 9,058,041 Class B Membership Units for
9,058,041 Class A Membership Units of the Company and simultaneously
distributed such Class A Membership Units to holders of Allowed General
Unsecured Claims.
During 1998, Edison paid $43.9 million to the Company in satisfaction of the
Company's receivable recorded at December 31, 1997. Of this amount, $42.3
million was distributed to Class A members during 1998, $1.5 million is
retained for the anticipated cost of legal indemnification of the officers
of Edison, and the remaining amount is retained for other anticipated
expenses expected to be incurred by the Company.
During 1998, Edison exchanged 942,238 Class B Membership Units for 942,238
Class A Membership Units of the Company and simultaneously distributed such
units to holders of Allowed General Unsecured Claims.
Also during 1998, certain Class A Membership Unit holders returned 279 Class
A Membership Units to Edison as such Membership Units had been distributed
in error. The distribution proceeds relating to these returned Membership
Units are included in paid in capital and were available for future
distributions to holders of Class A Membership Units. At December 31, 1998,
Edison has no Class B Membership Units.
In August 1999, $225,018 of proceeds distributed to Members in February 1998
were returned as the checks issued did not clear the bank. In June 2000,
$37,039 of proceeds distributed to Members in February 1998 were returned as
the checks issued did not clear the bank. See Note 3 above for further
discussion.
5. Related Parties
The Manager of the Company is the same financial institution that holds the
Company's cash and cash equivalents.
6. Commitments and Contingencies
On March 9, 1999, Edison filed for protection under Chapter 11 of the
Bankruptcy Code (the "Petition Date"). Prior to the Petition Date, Edison
had not yet released the Pension Plan Tax Reserve to the Company. Therefore,
Edison's Chapter 11
7
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EBS PENSION, L.L.C.
Notes to Financial Statements
June 30, 2000 and December 31, 1999
--------------------------------------------------------------------------------
filing may have a materially adverse impact on the collectibility of the
Pension Plan Tax Reserve discussed in the first paragraph of Note 4 above.
On April 23, 1999, the Company filed a complaint (the "Complaint") against
Edison seeking a declaration that Edison is holding the Pension Plan Tax
Reserve in constructive trust for the Company and it is not part of Edison's
bankruptcy. On June 16, 1999, the Company filed a motion for summary
judgment with respect to the Complaint. Edison filed a cross motion for
summary judgment on July 30, 1999. A hearing (the "Hearing") on the
Company's summary judgment motion was held on December 7, 1999 in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). At the Hearing, the Bankruptcy judge denied both summary judgment
motions citing the existence of genuine issues of material fact, but, in so
holding, determined that Edison was holding the Pension Plan Tax Reserve in
constructive trust for the Company. Currently, the Company and Edison are
engaged in negotiations in an effort to resolve this matter without the need
for a trial.
On or about April 28, 2000, the Debtors filed a Motion for an Order
Directing the Appointment of a Chapter 11 Trustee Pursuant to Section 1104
of the Bankruptcy Code. The Bankruptcy Court conducted a hearing on this
motion on May 16, 2000 and then entered an Order approving it shortly
thereafter. On May 30, 2000, the United States trustee for the District of
Delaware applied for an order appointing a Chapter 11 Trustee in the
Debtors' Chapter 11 cases. The Bankruptcy Court granted the application on
the same day. Thereafter, on June 16, 2000, the Chapter 11 Trustee filed a
Motion to Convert Case to Chapter 7 Pursuant to Sections 1112(a) and (b) of
the Bankruptcy Code, which motion was approved by order of the Bankruptcy
Court dated July 5, 2000.
7. Subsequent Events (unaudited)
Cash on Deposit as of July 15, 2000
As of July 15, 2000, the Company had approximately $1.9 million in cash and
cash equivalents. This sum represents the Pension Plan Funding amount as of
this date and accrued interest through June 30, 2000, less disbursements
through July 15, 2000. This cash, excluding the $262,057 of returned member
distributions, plus any portion of Pension Plan Tax Reserve that may
ultimately be received by the Company, will be used for general operations
and for the anticipated cost of legal indemnification of the officers of
Edison as contemplated by the Members' Agreement and collecting the Pension
Plan Tax Reserve from Edison. Any amounts not used for these purposes will
be made available for future distributions to Class A Membership Unit
holders.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion and analysis of the financial condition and
results of operations of the Company as of and for the years ended December 31,
1999 and 1998 and as of and for the periods ended December 31, 1997, January 1,
2000 through June 30, 2000 (unaudited) and January 1, 1999 through June 30, 1999
(unaudited), and of certain factors that may affect the Company's prospective
financial condition and results of operations. The following should be read in
conjunction with the Company's Financial Statements and Notes thereto included
elsewhere herein and included in the Company's Annual Report and Form 10-K for
the year ended December 31, 1999. This discussion contains certain forward-
looking statements that involve risks and uncertainties. The Company's actual
results could differ materially from the results expressed in, or implied by,
such statements.
Results of Operations/Overview
The Company, which was formed pursuant to the Amended Joint Plan of
Reorganization Under Chapter 11 of the U.S. Bankruptcy Code filed by the Debtors
(the "Plan") and the Members Agreement, is a limited purpose entity which was
organized for the exclusive purposes of (a) receiving and administering the
Company Assets, and (b) distributing the Company Assets to holders of the
Company's Class A Membership Units pursuant to the terms of the Members
Agreement.
On January 23, 1998, the Company received from Edison, Pension Plan
Proceeds totaling approximately $44.0 million. The Company recognizes income
from interest earned on its funds. The Company invests such funds in a money
market fund investing solely in direct obligations of the United States
Government. The Members Agreement permits all funds received by the Company to
be temporarily invested in United States treasury bills and notes with
maturities of 12 months or less, institutional money market funds and demand or
time deposits and certificates of deposit with U.S. federal or state commercial
banks having primary capital of not less than $500 million. During the period
ended December 31, 1997, the Company did not recognize any interest income
because it did not receive the Pension Plan Proceeds until January 1998. During
the year ended December 31, 1998 and 1999, the Company recognized $321,488 and
$80,314 of interest income, respectively. During the six month periods ended
June 30, 2000 and 1999, the Company recognized $48,945 and $38,825 of interest
income, respectively. The amount of interest income recognized by the Company in
future periods will be dependent on, among other things, (1) fluctuations in
interest rates, (2) the amounts and timing of any amounts received in the future
from the Pension Plan Tax Reserve, (3) the amount and timing of distributions,
if any, to holders of Class A Membership Units, and (4) the amount and timing of
the Company's expenses.
The Company's general and administrative expenses consist primarily of fees
payable to the Manager, the Transfer Agent, and the Company's lawyers,
accountants, and auditors. The Company had expenses of $219,450, $256,064 and
$51,910 for the years ended December 31, 1999 and 1998 and for the period ended
December 31, 1997, respectively. During the six month periods ended June 30,
2000 and 1999, the Company had expenses of $83,039 and $85,850, respectively.
These expenses are expected to fluctuate in future periods primarily based on
the volume of any future disbursements on account of Class A Membership Units
and any actions the Company takes in attempting to collect the Pension Plan Tax
Reserve from Edison.
The Company and EBS Litigation, L.L.C. (another limited liability company
formed pursuant to the Plan) have agreed to indemnify the Debtors and their
present or former officers, directors and employees from and against any losses,
claims, damages or liabilities by reason of any actions arising from or relating
to the Company and any actions taken or proceeding commenced by EBS Litigation,
L.L.C. (other than with respect to any Unresolved Avoidance Claims (as defined
in the Plan) that EBS Litigation, L.L.C. may have against such persons other
than in their capacities as officers, directors or employees of the Debtors.
Pursuant to the Plan, the Company established the Indemnification Reserve ($1.5
million) from the Pension Plan Proceeds for the benefit of these indemnified
persons, to pay their costs and expenses incurred in defending the LLC Related
Claims (as defined in the Plan). Payment of such cost and expenses must first be
sought from any applicable officers' and directors' insurance policy and then
from the Indemnification Reserve. The Company's indemnification liability is
limited to the amount of the Indemnification Reserve, i.e. an aggregate of $1.5
million. Although to date there has not been any indemnification claim, there
can be no assurance such a claim will not be made in the future. All liabilities
of the Company, including the foregoing indemnification obligations, will be
satisfied from the Company Assets.
At December 31, 1999, the Company had cash and cash equivalents of
approximately $1.9 million. At December 31, 1998, the Company had cash and cash
equivalents of approximately $1.8 million, after approximately $42.3 million was
distributed to holders of Class A Membership Units in 1998. At December 31,
1997, the Company had no cash or cash equivalents. At
9
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June 30, 2000, the Company had cash and cash equivalents of approximately $1.9
million, including the unclaimed funds discussed in Note 3 to the financial
statements. When determining the amount and timing of distributions, the Manager
considered, among other things, (1) the terms of the Members Agreement governing
distributions, and (2) the anticipated amount of necessary reserves and future
administrative expenses. The amount and timing of any future distributions of
Pension Plan Proceeds will be determined by the Manager in accordance with the
terms of the Members Agreement. There can be no assurance as to the amount (if
any) of any further distributions that will be made.
On April 23, 1999, the Company filed a complaint (the "Complaint") against
Edison seeking a declaration that Edison is holding the Pension Plan Tax Reserve
in constructive trust for the Company and it is not part of Edison's bankruptcy.
On June 16, 1999, the Company filed a motion for summary judgment with respect
to the Complaint. Edison filed a cross motion for summary judgment on July 30,
1999. A hearing (the "Hearing") on the Company's summary judgment motion was
held on December 7, 1999 in the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court"). At the Hearing, the Bankruptcy judge
denied both summary judgment motions citing the existence of genuine issues of
material fact, but, in so holding, determined that Edison was holding the
Pension Plan Tax Reserve in constructive trust for the Company.
On or about April 28, 2000, the Debtors filed a Motion for an Order
Directing the Appointment of a Chapter 11 Trustee Pursuant to Section 1104 of
the Bankruptcy Code. The Bankruptcy Court conducted a hearing on this motion on
May 16, 2000 and then entered an Order approving it shortly thereafter. On May
30, 2000, the United States trustee for the District of Delaware applied for an
order appointing a Chapter 11 Trustee in the Debtors' chapter 11 cases. The
Bankruptcy Court granted the application on the same day. Thereafter, on June
16, 2000, the Chapter 11 Trustee filed a Motion to Convert Case to Chapter 7
Pursuant to Sections 1112(a) and (b) of the Bankruptcy Code, which motion was
approved by order of the Bankruptcy Court dated July 5, 2000.
The Company is classified as a partnership for federal income tax purposes
and, therefore, does not pay any taxes. Instead, the Members pay taxes on their
proportionate share of the Company's income.
Quarterly Comparison
Six Months ended June 30, 2000 Compared to Six Months Ended June 30, 1999
Total income for the six months ended June 30, 2000 was $48,945 compared to
$38,825 for the six months ended June 30, 1999. This increase is due to slightly
higher cash balances as a result of returned member distributions and an
increase in interest rates.
Total expenses decreased $2,811 due primarily to a decrease in general and
administrative fees.
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Other than the matters discussed in Part I, Item 2 of this Quarterly Report,
the Company is not involved in any legal proceedings.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits Description
-------- -----------
2.1* Amended Joint Plan of Reorganization of Edison Brothers Stores,
Inc.
3.1* EBS Pension, L.L.C. Certificate of Formation
3.2* EBS Pension, L.L.C. Membership Agreement
27.1 Financial Data Schedule
* Incorporated by reference to the same numbered exhibit filed with the
Registrant's Registration Statement on Form 10 originally filed with the SEC
on July 29, 1998 (SEC File No. 000-24713).
(B) Reports on Form 8-K
None.
11
<PAGE>
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.
EBS PENSION, L.L.C.
By: WELLS FARGO BANK MINNESOTA, N.A.,
in its capacity as Manager of
EBS Pension, L.L.C.
By: /s/ Lon P. LeClair
--------------------
Date: August 15, 2000 Lon P. LeClair
Vice President
12
