<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
March 31, 2000 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 jurisdiction of IRS Employer
incorporation or organization Identification Number
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
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DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
PART I - FINANCIAL INFORMATION
Item 1.
Index to Financial Statements
Balance Sheets
March 31, 2000 (unaudited) 3
December 31, 1999 4
Statements of Revenue and Expenses (unaudited)
For the three months ended March 31, 2000 5
For the three months ended March 31, 1999 6
Statements of Changes in Partners' Equity
For the three months ended March 31, 2000
(unaudited) 7
Statements of Cash Flows (unaudited)
For the three months ended March 31, 2000 8
For the three months ended March 31, 1999 9
Notes to Financial Statements (unaudited) 10 - 11
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 12 - 13
Item 3.
Quantitative and Qualitative Disclosures about
Market Risk 13
PART II - OTHER INFORMATION
Items 1-6. 14
2
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DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
BALANCE SHEETS
March 31, 2000
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- -----
ASSETS
Cash and cash equivalents $ 528,164 $2,333,248 $2,861,412
Net investment in direct financing
leases -- 30,194 30,194
Residual interest in CRCA -- -- --
Diverted and other assets, net 114,958 401,940 516,898
Datronic assets, net -- -- --
---------- ---------- ----------
$ 643,122 $2,765,382 $3,408,504
========== ========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued
expenses $ 8,996 $ 36,314 $ 45,310
Lessee rental deposits -- 14,377 14,377
---------- ---------- ----------
Total liabilities 8,996 50,691 59,687
Total partners' equity 634,126 2,714,691 3,348,817
---------- ---------- ----------
$ 643,122 $2,765,382 $3,408,504
========== ========== ==========
See accompanying notes to financial statements
3
<PAGE> 4
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
BALANCE SHEETS
December 31, 1999
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- -----
ASSETS
Cash and cash equivalents $ 570,937 $2,458,123 $3,029,060
Net investment in direct financing
leases -- 49,019 49,019
Residual interest in CRCA -- -- --
Diverted and other assets, net 176,327 616,511 792,838
Datronic assets, net -- -- --
---------- ---------- ----------
$ 747,264 $3,123,653 $3,870,917
========== ========== ==========
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued
expenses $ 8,524 $ 36,654 $ 45,178
Lessee rental deposits -- 14,377 14,377
---------- ---------- ----------
Total liabilities 8,524 51,031 59,555
Total partners' equity 738,740 3,072,622 3,811,362
---------- ---------- ----------
$ 747,264 $3,123,653 $3,870,917
========== ========== ==========
See accompanying notes to financial statements
4
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DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF REVENUE AND EXPENSES
For the three months ended March 31, 2000
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- -----
Revenue:
Lease income $ 2,543 $ 9,993 $ 12,536
Interest income 3,928 27,947 31,875
--------- --------- ---------
6,471 37,940 44,411
--------- --------- ---------
Expenses:
General Partner's expense
reimbursement 107,313 377,821 485,134
Professional fees 5,170 22,374 27,544
Other operating expenses 2,032 7,670 9,702
Credit for lease losses (3,430) (11,994) (15,424)
--------- --------- ---------
111,085 395,871 506,956
--------- --------- ---------
Net loss $(104,614) $(357,931) $(462,545)
========= ========= =========
Net loss - General Partner $ (1,046) $ (3,579) $ (4,625)
========= ========= =========
Net loss - Limited Partners $(103,568) $(354,352) $(457,920)
========= ========= =========
Net loss per limited
partnership unit $ (2.33) $ (2.28)
========= =========
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 March 31, 1999
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- -----
Revenue:
Lease income $ 1,944 $ 19,666 $ 21,610
Interest income 21,595 84,151 105,746
--------- --------- ---------
23,539 103,817 127,356
--------- --------- ---------
Expenses:
General Partner's expense
reimbursement 44,665 172,431 217,096
Professional fees 10,492 41,587 52,079
Other operating expenses 1,005 3,850 4,855
Credit for lease losses (3,353) (26,725) (30,078)
--------- --------- ---------
52,809 191,143 243,952
--------- --------- ---------
Net loss $ (29,270) $ (87,326) $(116,596)
========= ========= =========
Net loss - General Partner $ (293) $ (873) $ (1,166)
========= ========= =========
Net loss - Limited Partners $ (28,977) $ (86,453) $(115,430)
========= ========= =========
Net loss per limited
partnership unit $ (0.65) $ (0.56)
========= =========
Weighted average number of limited
partnership units outstanding 44,468 155,509
========= =========
See accompanying notes to financial statements
6
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DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Liquidating Continuing
General Limited Limited Total
Partner's Partners' Partners' Partners'
Equity Equity Equity Equity
----------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 * $ -- $ 738,740 $ 3,072,622 $ 3,811,362
Net loss (4,625) (103,568) (354,352) (462,545)
Allocation of General
Partner's Equity 4,625 (1,046) (3,579) --
----------- ----------- ----------- -----------
Balance, March 31, 2000 $ -- $ 634,126 $ 2,714,691 $ 3,348,817
=========== =========== =========== ===========
</TABLE>
* Balances are net of $57,914 and $299,245 of General Partner's equity
previously allocated to Liquidating and Continuing Limited Partners' Equity.
See accompanying notes to financial statements
7
<PAGE> 8
DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2000
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- -----
Cash flows from operating activities:
Net loss $(104,614) $ (357,931) $ (462,545)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Credit for lease losses (3,430) (11,994) (15,424)
Changes in assets and liabilities:
Accounts payable and
accrued expenses 472 (340) 132
--------- ---------- ----------
(107,572) (370,265) (477,837)
--------- ---------- ----------
Cash flows from investing activities:
Principal collections on leases 3,430 30,819 34,249
Distribution of Diverted and
other assets 61,369 214,571 275,940
--------- ---------- ----------
64,799 245,390 310,189
--------- ---------- ----------
Net decrease in cash and
cash equivalents (42,773) (124,875) (167,648)
Cash and cash equivalents:
Beginning of year 570,937 2,458,123 3,029,060
--------- ---------- ----------
End of first quarter $ 528,164 $2,333,248 $2,861,412
========= ========== ==========
See accompanying notes to financial statements
8
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DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1999
(Unaudited)
Liquidating Continuing
Limited Limited
Partners Partners Total
----------- ---------- -----
Cash flows from operating activities:
Net earnings $ (29,270) $ (87,326) $ (116,596)
Adjustments to reconcile net earnings
to net cash used in operating
activities:
Credit for lease losses (3,353) (26,725) (30,078)
Changes in assets and liabilities:
Judgment receivable, net 29,673 103,747 133,420
Accounts payable and
accrued expenses (3,004) (14,134) (17,138)
Lessee rental deposits (2,157) (12,196) (14,353)
---------- ---------- ----------
(8,111) (36,634) (44,745)
---------- ---------- ----------
Cash flows from investing activities:
Principal collections on leases 3,353 106,441 109,794
---------- ---------- ----------
Net increase (decrease) in cash and
cash equivalents (4,758) 69,807 65,049
Cash and cash equivalents:
Beginning of year 2,417,775 7,094,146 9,511,921
---------- ---------- ----------
End of first quarter $2,413,017 $7,163,953 $9,576,970
========== ========== ==========
See accompanying notes to financial statements
9
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DATRONIC EQUIPMENT INCOME FUND XVIII, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(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 1999 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 1999 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
1999 Form 10-K.
10
<PAGE> 11
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, 1999
through March 31, 2000. The discussion and analysis of results of operations is
for the three month period ended March 31, 2000 as compared to the corresponding
period in 1999. Any capitalized term not defined herein has been defined or
discussed in the Partnership's 1999 Form 10-K.
Liquidity and Capital Resources
During the three months ended March 31, 2000, 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 this period, Partnership
cash and cash equivalents decreased by $168,000 to $2,861,000 at March 31, 2000
from $3,029,000 at December 31, 1999. This decrease is primarily due to cash
used in operations of $478,000, partially offset by cash receipts from
collections on leases of $34,000 and $276,000 from a distribution of Diverted
and other assets.
The General Partner has declared an additional distribution totaling $1.18
million, payable to Limited Partners who are owners of record on March 31, 2000.
This distribution will be allocated to the Limited Partners based on their
proportionate shares 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
proceeds from the sale of the remaining Diverted Assets (consisting of cash and
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 2000 and the proceeds included in a subsequent distribution
to Limited Partners.
The Partnership's interest in the Schaumburg office building is carried at
$517,000 (see Note 5 to the Partnership's financial statements including in the
1999 Form 10-K). At March 1993, the date LRC was appointed general partner, the
building was approximately 40% occupied. Since then, occupancy has increased to
more than 80% and base rental rates have increased by 75%. Accordingly, the
general partner believes that the value of the building has increased and that
this value will be realized when the building is sold. The amount to be realized
from the sale of the building, however, cannot be determined until it is sold.
11
<PAGE> 12
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 Service. The general
partner expects this to occur sometime during 2001.
Results of Operations
The Partnership had a net loss of $463,000 for the three months ended March 31,
2000 in the aggregate for all classes of partners. This compares to a net loss
of $117,000 for the three months ended March 31, 1999. Differences in operating
results between Liquidating and Continuing Limited Partners are attributable to
lease income and expenses associated with 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 periods ended March 31, 2000 and 1999 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
2000 was less than 1999 because the $6.4 million cash distribution paid to
Limited Partners in April 1999 reduced average invested cash balances.
General Partner's expense reimbursement:
General Partner's expense reimbursement includes payments to LRC for expenses it
incurred as general partner. These expenses represent expenses incurred by LRC
in its management of the day-to-day operations of the Partnership. Included in
the first quarter 2000 expense are $303,000 of insurance premiums associated
with the wrap up of Partnership affairs and its ultimate liquidation and
dissolution.
Professional fees:
Professional fees for the three months ended March 31, 2000 reflect a decreasing
level of professional services required as a result of the decrease in the
Partnership's lease portfolio and related activities.
Credit for lease losses:
These credits reflect recoveries of previously reserved balances.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for in this disclosure is not applicable to the
Registrant.
12
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3 - Legal Proceedings in the Partnership's December
31, 1999 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.
13
<PAGE> 14
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 11th day of May 2000.
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/JEFFREY T. MCREYNOLDS
------------------------------
Jeffrey T. McReynolds
Vice President and Controller,
(principal accounting and financial officer)
Lease Resolution Corporation
General Partner of
Datronic Equipment Income Fund XVIII, L.P.
14
<PAGE> 15
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.
15
<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> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,861,412
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,408,504
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,348,817
<TOTAL-LIABILITY-AND-EQUITY> 3,408,504
<SALES> 0
<TOTAL-REVENUES> 44,411
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,702
<LOSS-PROVISION> (15,424)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (462,545)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
