<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 September 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 November 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 Nine Month Periods
Ended September 30, 2000 and 1999
---------------------------------
<TABLE>
<CAPTION>
For the three months For the nine months
ended September 30, ended September 30,
2000 1999 2000 1999
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Income:
Interest $ 27,409 $ 19,589 $ 76,354 $ 58,414
-------- -------- ---------- ----------
Total income $ 27,409 $ 19,589 $ 76,354 $ 58,414
======== ======== ========== ==========
Expenses:
Manager fees $ 12,604 $ 12,056 $ 37,537 $ 37,127
Accounting fees 11,000 2,000 28,502 5,000
Legal fees 10,549 21,396 31,953 47,346
Transfer agent and
administration fees 9,000 28,000 27,000 54,000
Other 1,600 179 2,800 6,010
-------- -------- ---------- ----------
Total expenses 44,753 63,631 127,792 149,483
-------- -------- ---------- ----------
Net loss $(17,344) $(44,042) $ (51,438) $ (91,069)
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
EBS PENSION, L.L.C.
Balance Sheet
September 30, 2000 and December 31, 1999
----------------------------------------
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
(unaudited)
<S> <C> <C>
Assets
Cash and cash equivalents
Available for general operations $ 142,595 $ 144,200
Returned member distributions 262,057 225,018
Available for anticipated cost of legal 1,500,000 1,500,000
indemnification of officers
Interest receivable 9,100 7,436
---------- ----------
$1,913,752 $1,876,654
Total assets ========== ==========
Liabilities
Distribution payable $ 262,057 $ 225,018
Accrued expenses 161,263 109,766
---------- ----------
Total liabilities $ 423,320 $ 334,784
========== ==========
Members' equity:
Membership Units (Class A - 10,000,000
authorized, issued and outstanding at
September 30, 2000 and December 31, 1999,
Class B - 0 authorized, issued and
outstanding at September 30, 2000 and
December 31, 1999)
Paid-in capital 1,667,492 1,667,492
Retained deficit (177,060) (125,622)
---------- ----------
Total members' equity 1,490,432 1,541,870
---------- ----------
Total liabilities and members' equity $1,913,752 $1,876,654
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
EBS PENSION, L.L.C.
Statement of Changes in Members' Equity
For the Nine Months Ended September 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) - - - (51,438) (51,438)
---------- ----------- ---------- --------- ----------
Balance, September 30, 2000 10,000,000 - $1,667,492 $(177,060) $1,490,432
(unaudited) ========== =========== ========== ========= ==========
</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 Nine Months Ended September 30, 2000 and 1999
-----------------------------------------------------
<TABLE>
<CAPTION>
For the nine months ended
September 30,
2000 1999
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (51,438) $ (91,069)
Reconciliation of net loss to cash flows provided
by (used in) operating activities:
(Increase) decrease in interest receivable (1,664) 7,280
Increase (decrease) in liabilities 51,497 (68,176)
---------- ----------
Cash flows used in operating activities (1,605) (151,965)
---------- ----------
Cash flows from financing activities:
Proceeds from canceled checks 37,039 225,018
---------- ----------
Cash flows provided by financing activities 37,039 225,018
Net increase in cash and cash equivalents 35,434 73,053
Cash and cash equivalents at beginning of period 1,869,218 1,786,927
---------- ----------
Cash and cash equivalents at end of period $1,904,652 $1,859,980
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
EBS PENSION, L.L.C.
Notes to Financial Statements
September 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") 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 September 30, 1999 (unaudited) and January 1, 2000 through
September 30, 2000 (unaudited), July 1, 1999 through September 30, 1999
(unaudited) and July 1, 2000 through September 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
<PAGE>
EBS PENSION, L.L.C.
Notes to Financial Statements
September 30, 2000 and December 31, 1999
------------------------------------------------------------------------
3. Distribution Payable
Through September 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 filing may have a materially adverse impact
on the collectibility of the Pension Plan Tax Reserve discussed in the
first
7
<PAGE>
EBS PENSION, L.L.C.
Notes to Financial Statements
September 30, 2000 and December 31, 1999
-------------------------------------------------------------------------
paragraph of Note 4 above. The Company has continued to pursue the receipt of
these proceeds in fiscal 2000, however no judgment as to the amount, if any, to
be received has been made at this time.
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
estate. 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.
After the Hearing, the Company and Edison made several attempts to resolve this
matter without the need for trial, but were unsuccessful in these efforts. Both
Edison and the Company have submitted pleadings in support of entry of judgment
in favor of their respective positions.
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 the 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 October 31, 2000
As of October 31, 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 September 30, 2000, less disbursements through
October 31, 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 September 30, 2000 (unaudited) and January 1, 1999 through
September 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, 1999 and 1998, the Company recognized $80,314 and
$321,488 of interest income, respectively. During the nine month periods ended
September 30, 2000 and 1999, the Company recognized $76,354 and $58,414 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 nine month periods ended September
30, 2000 and 1999, the Company had expenses of $127,792 and $149,483,
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
9
<PAGE>
to holders of Class A Membership Units in 1998. At December 31, 1997, the
Company had no cash or cash equivalents. At September 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
estate. 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.
After the Hearing, the Company and Edison made several attempts to resolve this
matter without the need for trial, but were unsuccessful in these efforts. Both
Edison and the Company have submitted pleadings in support of entry of judgment
in favor of their respective positions.
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 the 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.
In September 2000, the Company filed a motion with the United States
Bankruptcy Court, District of Delaware to reopen the bankruptcy case of Edison
Brothers Stores, Inc. for the limited purpose of extending the term of the
Company. Section 1.4 of the Company's Members Agreement limits the Company's
existence to three years subject to extension(s) approved by the Bankruptcy
Court for good cause shown. Therefore, the Company's existence was set to expire
on September 26, 2000 unless extended by the Bankruptcy Court. In its motion,
the Company argued that the Company's members would be best served by permitting
the Company to remain a going concern. The Bankruptcy Court granted the
Company's motion to extend the existence of the Company for an additional two-
year term.
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
Nine Months ended September 30, 2000 Compared to Nine Months Ended September 30,
1999
Total income for the nine months ended September 30, 2000 was $76,354
compared to $58,414 for the nine months ended September 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 $21,691 due primarily to a decrease in transfer
agent and administration fees and a decrease in legal 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: November 10, 2000 Lon P. LeClair
Vice President
12
