<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13
or 15 (d) of the Securities
Exchange Act of 1934
---------------------------------
For the Quarter Ended
June 30, 1999 Commission File Number 0-18650
- --------------------- --------------------------------
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 36-3639399
- ------------------ ---------------------------
State or other IRS Employer Identification
jurisdiction of Number
incorporation or
organization
1300 E. Woodfield Road, Suite 312 Schaumburg, Illinois 60173
- --------------------------------- --------------------------
Address of principal City, State, Zip Code
executive offices
Registrant's telephone number: (847) 240-6200
-------------------------
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.
(1) Yes x No
--- ---
(2) Yes x No
--- ---
<PAGE> 2
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
PART I - FINANCIAL INFORMATION
Item 1.
Index to Financial Statements
Balance Sheets
June 30, 1999 (unaudited) 3
December 31, 1998 4
Statements of Revenue and Expenses (unaudited)
For the three months ended June 30, 1999 5
For the three months ended June 30, 1998 6
For the six months ended June 30, 1999 7
For the six months ended June 30, 1998 8
Statements of Changes in Partners' Equity
For the six months ended June 30, 1999
(unaudited) 9
Statements of Cash Flows (unaudited)
For the six months ended June 30, 1999 10
For the six months ended June 30, 1998 11
Notes to Financial Statements (unaudited) 12 - 13
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 14 - 15
Item 3.
Quantitative and Qualitative Disclosures about
Market Risk 16
PART II - OTHER INFORMATION
Items 1-6. 17
2
<PAGE> 3
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
BALANCE SHEETS
June 30, 1999
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ----------- ----------
ASSETS
- ------
Cash and cash equivalents $ 641,598 $ 2,579,061 $3,220,659
Net investment in direct financing
leases - 166,169 166,169
Residual interest in CRCA - - -
Diverted and other assets, net 176,327 616,511 792,838
Datronic assets, net - - -
----------- ----------- ----------
$ 817,925 $ 3,361,741 $4,179,666
=========== =========== ==========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Accounts payable and accrued
expenses $ 8,990 $ 39,304 $ 48,294
Lessee rental deposits 4,335 30,644 34,979
----------- ----------- ----------
Total liabilities 13,325 69,948 83,273
Total partners' equity 804,600 3,291,793 4,096,393
----------- ----------- ----------
$ 817,925 $ 3,361,741 $4,179,666
=========== =========== ==========
See accompanying notes to financial statements
3
<PAGE> 4
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
BALANCE SHEETS
December 31, 1998
See accompanying notes to financial statements
Liquidating Continuing
Limited Limited
Partners Partners Total
------------ ------------ -----------
ASSETS
- ------
Cash and cash equivalents $ 2,417,775 $ 7,094,146 $ 9,511,921
Judgment receivable, net 29,673 103,747 133,420
Net investment in direct financing
leases - 314,607 314,607
Residual interest in CRCA - - -
Diverted and other assets, net 176,327 616,511 792,838
Datronic assets, net - - -
------------ ------------ -----------
$ 2,623,775 $ 8,129,011 $10,752,786
============ ============ ===========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Accounts payable and accrued
expenses $ 17,395 $ 71,160 $ 88,555
Lessee rental deposits 9,434 53,240 62,674
------------ ------------ -----------
Total liabilities 26,829 124,400 151,229
Total partners' equity 2,596,946 8,004,611 10,601,557
------------ ------------ -----------
$ 2,623,775 $ 8,129,011 $10,752,786
============ ============ ===========
See accompanying notes to financial statements
4
<PAGE> 5
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF REVENUE AND EXPENSES
For the three months ended June 30, 1999
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
------------ ------------ -----------
Revenue:
Lease income $ 757 $ 11,411 $ 12,168
Interest income 7,305 35,501 42,806
------------ ------------ -----------
8,062 46,912 54,974
------------ ------------ -----------
Expenses:
General Partner's expense
reimbursement 49,994 187,583 237,577
Professional fees 6,358 26,742 33,100
Other operating expenses 3,789 13,247 17,036
Credit for lease losses (45,398) (173,729) (219,127)
------------ ------------ -----------
14,743 53,843 68,586
------------ ------------ -----------
Net loss $ (6,681) $ (6,931) $ (13,612)
============ ============ ===========
Net loss - General Partner $ (67) $ (69) $ (136)
============ ============ ===========
Net loss - Limited Partners $ (6,614) $ (6,862) $ (13,476)
============ ============ ===========
Net loss per limited
partnership unit $ (0.15) $ (0.04)
============ ============
Weighted average number of limited
partnership units outstanding 44,468 155,509
============ ============
See accompanying notes to financial statements
5
<PAGE> 6
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF REVENUE AND EXPENSES
For the three months ended June 30, 1998
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
------------ ------------ -----------
Revenue:
Lease income $ 3,068 $ 44,368 $ 47,436
Interest income 22,567 81,589 104,156
------------ ------------ -----------
25,635 125,957 151,592
------------ ------------ -----------
Expenses:
General Partner's expense
reimbursement 41,680 167,011 208,691
Professional fees 79,734 282,820 362,554
Other operating expenses 2,813 9,795 12,608
Credit for lease losses (3,716) (45,992) (49,708)
------------ ------------ -----------
120,511 413,634 534,145
------------ ------------ -----------
Net loss $ (94,876) $ (287,677) $ (382,553)
============ ============ ===========
Net loss - General Partner $ (949) $ (2,877) $ (3,826)
============ ============ ===========
Net loss - Limited Partners $ (93,927) $ (284,800) $ (378,727)
============ ============ ===========
Net loss per limited
partnership unit $ (2.11) $ (1.83)
============ ============
Weighted average number of limited
partnership units outstanding 44,468 155,509
============ ============
See accompanying notes to financial statements
6
<PAGE> 7
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF REVENUE AND EXPENSES
For the six months ended June 30, 1999
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
------------ ------------ -----------
Revenue:
Lease income $ 2,701 $ 31,077 $ 33,778
Interest income 28,900 119,652 148,552
------------ ------------ -----------
31,601 150,729 182,330
------------ ------------ -----------
Expenses:
General Partner's expense
reimbursement 94,659 360,014 454,673
Professional fees 16,850 68,329 85,179
Other operating expenses 4,794 17,097 21,891
Credit for lease losses (48,751) (200,454) (249,205)
------------ ------------ -----------
67,552 244,986 312,538
------------ ------------ -----------
Net loss $ (35,951) $ (94,257) $ (130,208)
============ ============ ===========
Net loss - General Partner $ (360) $ (943) $ (1,303)
============ ============ ===========
Net loss - Limited Partners $ (35,591) $ (93,314) $ (128,905)
============ ============ ===========
Net loss per limited
partnership unit $ (0.80) $ (0.60)
============ ============
Weighted average number of limited
partnership units outstanding 44,468 155,509
============ ============
See accompanying notes to financial statements
7
<PAGE> 8
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF REVENUE AND EXPENSES
For the six months ended June 30, 1998
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- ---------
Revenue:
Lease income $ 10,528 $ 104,996 $ 115,524
Interest income 44,258 163,137 207,395
----------- ---------- ---------
54,786 268,133 322,919
----------- ---------- ---------
Expenses :
General Partner's expense
reimbursement 89,943 356,259 446,202
Professional fees 133,373 471,874 605,247
Other operating expenses 5,960 21,307 27,267
Credit for lease losses (96,401) (450,056) (546,457)
----------- ---------- ---------
132,875 399,384 532,259
----------- ---------- ---------
Net loss $ (78,089) $ (131,251) $(209,340)
=========== ========== =========
Net loss - General Partner $ (781) $ (1,312) $ (2,093)
=========== ========== =========
Net loss - Limited Partners $ (77,308) $ (129,939) $(207,247)
=========== ========== =========
Net loss per limited
partnership unit $ (1.74) $ (0.84)
=========== ==========
Weighted average number of limited
partnership units outstanding 44,468 155,509
=========== ==========
See accompanying notes to financial statements
8
<PAGE> 9
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Liquidating Continuing
General Limited Limited Total
Partners' Partners' Partners' Partners'
Equity Equity Equity Equity
-------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998* $ - $ 2,596,946 $ 8,004,611 $ 10,601,557
Distributions to partners - (1,756,395) (4,618,561) (6,374,956)
Net loss (1,303) (35,591) (93,314) (130,208)
Allocation of General
Partner's Equity 1,303 (360) (943) -
-------- ----------- ----------- -------------
Balance, June 30, 1999 $ - $ 804,600 $ 3,291,793 $ 4,096,393
======== =========== =========== =============
</TABLE>
* Balances are net of $56,896 and $296,111 of General Partner's equity
previously allocated to Liquidating and Continuing Limited Partners' Equity.
See accompanying notes to financial statements
9
<PAGE> 10
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Liquidating Continuing
Limited Limited
Partners Partners Total
------------ ------------ ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (35,951) $ (94,257) $ (130,208)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Credit for lease losses (48,751) (200,454) (249,205)
Changes in assets and liabilities:
Judgment receivable, net 29,673 103,747 133,420
Accounts payable and
accrued expenses (8,405) (31,856) (40,261)
Lessee rental deposits (5,099) (22,596) (27,695)
------------ ------------ ----------
(68,533) (245,416) (313,949)
------------ ------------ ----------
Cash flows from investing activities:
Principal collections on leases 12,611 222,532 235,143
Residual interest in CRCA 36,140 126,360 162,500
------------ ------------ ----------
48,751 348,892 397,643
------------ ------------ ----------
Cash flows from financing activities:
Distributions to Limited Partners (1,756,395) (4,618,561) (6,374,956)
------------ ------------ ----------
Net decrease in cash and
cash equivalents (1,776,177) (4,515,085) (6,291,262)
Cash and cash equivalents:
Beginning of year 2,417,775 7,094,146 9,511,921
------------ ------------ ----------
End of second quarter $ 641,598 $ 2,579,061 $3,220,659
============ ============ ==========
</TABLE>
See accompanying notes to financial statements
10
<PAGE> 11
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ----------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (78,089) $ (131,251) $ (209,340)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Credit for lease losses (96,401) (450,056) (546,457)
Changes in assets and liabilities:
Accounts payable and
accrued expenses (648) (7,516) (8,164)
Lessee rental deposits (3,698) (13,080) (16,778)
----------- ----------- ----------
(178,836) (601,903) (780,739)
----------- ----------- ----------
Cash flows from investing activities:
Principal collections on leases 96,401 857,400 953,801
----------- ----------- ----------
Net increase (decrease) in cash and
cash equivalents (82,435) 255,497 173,062
Cash and cash equivalents:
Beginning of year 2,253,955 5,662,905 7,916,860
----------- ----------- ----------
End of second quarter $ 2,171,520 $ 5,918,402 $8,089,922
=========== =========== ==========
</TABLE>
See accompanying notes to financial statements
11
<PAGE> 12
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
NOTE 1 - ORGANIZATION:
Datronic Equipment Income Fund XVIII, L.P., a Delaware Limited Partnership (the
"Partnership"), was formed on April 12, 1989 for the purpose of acquiring and
leasing both high- and low-technology equipment. See Notes 5, 8, and 10 to the
Partnership's financial statements included in the 1998 Form 10-K for a
discussion of the alleged diversion of Partnership assets in 1991 and 1992 and
the subsequent litigation and settlement, change in general partner, new classes
of limited partners established and amendments to the Partnership Agreement that
occurred.
NOTE 2 - BASIS OF FINANCIAL STATEMENTS:
The accompanying financial statements should be read in conjunction with the
Partnership's financial statements included in the 1998 Form 10-K. The financial
information furnished herein is unaudited but in the opinion of Management
includes all adjustments necessary (all of which are normal recurring
adjustments) for a fair presentation of financial condition and results of
operations. See Note 2 to the Partnership's financial statements included in the
1998 Form 10-K.
NOTE 3 - LIMITED PARTNERSHIP DISTRIBUTIONS:
In early April 1999, the Partnership made a cash distribution to Limited
Partners who were owners of record on December 31, 1998. This distribution
consisted of two components: (i) the net proceeds from the Price Waterhouse and
Weiss & Company legal actions ($127,000 and $446,000 for Liquidating and
Continuing Limited Partners, respectively), and (ii) residual cash resulting
from the net cash flows of the Partnership ($1,629,000 and $4,173,000 for
Liquidating and Continuing Limited Partners, respectively). The portion of the
distribution attributable to legal action proceeds was allocated to each Limited
Partner based on the number of units held at the rate of $2.87 per unit. See
Note 8 to the Partnership's financial statements included in the 1998 Form 10-K.
Pursuant to the Partnership Agreement, residual cash was allocated to each
Limited Partner based on their proportionate share of total partners' capital
attributable to their Class.
NOTE 4 - RESIDUAL INTEREST IN CRCA:
Residual interest in CRCA represents the Partnership's fully reserved 65% (35%
for Fund XX) interest in the remaining assets of Computer
12
<PAGE> 13
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
Rental Corp. of America, Inc. (CRCA). These assets consisted of a $4.2 million
subordinated note receivable from Personal Computer Rental Corporation (PCR) and
$136,000 of cash. See Note 4 to the financial statements included in the 1998
Form 10-K. In early April, 1999, CRCA sold the note to PCR's senior secured
creditor for $250,000. The Partnership's share ($162,500) of the note proceeds
has been credited to the provision for lease losses. The Partnership's 65% share
of any residual cash that may remain after payment of expenses will also be
credited to the provision for lease losses when paid to the Partnership.
13
<PAGE> 14
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of liquidity and capital resources covers
material changes in the Partnership's financial condition from December 31, 1998
through June 30, 1999. The discussion and analysis of results of operations is
for the three and six month periods ended June 30, 1999 as compared to the
corresponding periods in 1998. Any capitalized term not defined herein has been
defined or discussed in the Partnership's 1998 Form 10-K.
Liquidity and Capital Resources
During the six months ended June 30, 1999, Partnership assets continued to be
converted to cash in order to pay Partnership operating expenses and provide for
the ultimate liquidation of the Partnership. During the six months ended June
30, 1999, Partnership cash and cash equivalents decreased by $6,291,000 to
$3,221,000 at June 30, 1999 from $9,512,000 at December 31, 1998. This decrease
is primarily due to a distribution paid to Limited Partners of $6,375,000 (see
below) and by cash used in operations of $314,000, partially offset by cash
receipts from collections on leases of $235,000 and $162,000 from the sale of a
CRCA note receivable.
In early April 1999, the Partnership made a cash distribution to Limited
Partners who were owners of record on December 31, 1998. This distribution
consisted of two components: (i) the net proceeds from the Price Waterhouse and
Weiss & Company legal actions ($127,000 and $446,000 for Liquidating and
Continuing Limited Partners, respectively), and (ii) residual cash resulting
from the net cash flows of the Partnership ($1,629,000 and $4,173,000 for
Liquidating and Continuing Limited Partners, respectively). The portion of the
distribution attributable to legal action proceeds was allocated to each Limited
Partner based on the number of units held at the rate of $2.87 per unit. See
Note 8 to the Partnership's financial statements included in the 1998 Form 10-K.
Pursuant to the Partnership Agreement, residual cash was allocated to each
Limited Partner based on their proportionate share of total partners' capital
attributable to their Class.
The Partnership's sources of future liquidity are expected to come from
cash-on-hand, cash receipts from leases owned by the Partnership and the
disposition of the remaining Diverted Assets (consisting primarily of an office
building in Schaumburg, Illinois). The lease portfolio is scheduled to be fully
liquidated by May 2000. The general partner expects that the building will be
sold during the second half of 1999 or 2000 and the proceeds included in the
next distribution to the Limited Partners sometime during 2000. After all assets
are disposed of and the proceeds distributed to the Limited Partners, the
Partnership will be required to file final reports with the Securities and
Exchange Commission and the Internal Revenue
14
<PAGE> 15
Service. The general partner expects this to occur sometime during the year
2000.
Results of Operations
The Partnership had net losses of $14,000 and $130,000 for the three and six
months ended June 30, 1999 in the aggregate for all classes of partners. This
compares to net losses of $383,000 and $209,000 for the three and six months
ended June 30, 1998. Differences in operating results between Liquidating and
Continuing Limited Partners are attributable to lease income and expenses
associated with new lease investments made since the March 4, 1993 Settlement.
Liquidating Limited Partners do not participate in these post Settlement
activities. Significant factors affecting overall operating results for the
three and six month periods ended June 30, 1999 and 1998 include the following:
Lease income:
Since April 1995, the Partnership has been in its Liquidating Phase which
prohibits investing in any new leases. Accordingly, the lease portfolio has
continued to decrease as collections are made, resulting in a continued decline
in lease income. This trend will continue as the Partnership liquidates its
remaining leases.
Interest income:
Interest income includes earnings on invested cash balances. Interest income for
1999 was lower than 1998 because of lower average invested cash balances and
interest rates.
General Partner's expense reimbursement:
General Partner's expense reimbursement includes payments to LRC for expenses it
incurred as general partner. These expenses include expenses incurred by LRC in
its management of the day-to-day operations of the Partnership.
Professional fees:
Professional fees for the three and six months ended June 30, 1999 reflect a
decreasing level of professional services required as a result of the decrease
in the Partnership's lease portfolio and related activities. Included in the
1998 amount are fees paid in connection with the litigation against the
Partnership's former accountants.
Credit for lease losses:
This credit reflects recovery of previously reserved balances. The 1999 credit
includes the Partnership's share ($162,500) of a $250,000 recovery against its
residual interest in CRCA that resulted from the sale of a note receivable. See
Note 4 to the Partnership's financial statements included in Item 1. The 1998
credit includes a $384,000 CRCA-related recovery from the collection of another
note receivable. See Note 4 to the Partnership's financial statements included
in the 1998 Form 10-K.
15
<PAGE> 16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for in this disclosure is not applicable to the
Registrant.
16
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3 - Legal Proceedings in the Partnership's December
31, 1998 Form 10-K, for a discussion of material legal proceedings involving the
Partnership.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
None.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized, on the 4th day of August 1999.
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
Registrant
By: /s/DONALD D. TORISKY
-------------------------------------------
Donald D. Torisky Chairman and Chief Executive Officer,
Lease Resolution Corporation
General Partner of
Datronic Equipment Income Fund XVIII, L.P.
By: /s/ROBERT P. SCHAEN
-------------------------------------------
Robert P. Schaen
Vice-Chairman and Chief Financial Officer,
Lease Resolution Corporation
General Partner of
Datronic Equipment Income Fund XVIII, L.P.
18
<PAGE> 19
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27 Financial Data Schedule, which is
submitted electronically to the
Securities and Exchange Commission
for information only and not filed.
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet and the Statements of Revenue and Expenses and is qualified in its
entirety by reference to such Report on Form 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,220,659
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,179,666
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,096,393
<TOTAL-LIABILITY-AND-EQUITY> 4,179,666
<SALES> 0
<TOTAL-REVENUES> 182,330
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 21,891
<LOSS-PROVISION> (249,205)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (130,208)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
