-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TPexQALHPaps/Xxi88a3dCq+kVtE+FYi8gSfvfU7rI4SmSeKyDfWE+sG34YSJetS yBgwNfkh/q/gjmcMT9no+g== 0000950137-99-000666.txt : 19990331 0000950137-99-000666.hdr.sgml : 19990331 ACCESSION NUMBER: 0000950137-99-000666 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATRONIC EQUIPMENT INCOME FUND XVI L P CENTRAL INDEX KEY: 0000814323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 363535958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-16764 FILM NUMBER: 99577453 BUSINESS ADDRESS: STREET 1: 1300 E WOODFIELD RD STE 312 CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 7082406200 MAIL ADDRESS: STREET 1: 1300 E WOODFIELD DRIVE STREET 2: SUITE 312 CITY: SCHAUMBURG STATE: IL ZIP: 60173 FORMER COMPANY: FORMER CONFORMED NAME: DATRONIC RENTAL CORPORATION EQUIPMENT INCOME FUND XVI L P DATE OF NAME CHANGE: 19870803 10-K405 1 ANNUAL REPORT 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549c ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 Commission File Number 0-16764 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. (Exact name of Registrant as specified in its charter)
Delaware 36-3535958 - --------- ---------- State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization
1300 E. WOODFIELD ROAD, SUITE 312, SCHAUMBURG, ILLINOIS 60173 (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 240-6200 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered NONE NONE
Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of class) 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 report(s)), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] 2 PART I ITEM 1 - BUSINESS Datronic Equipment Income Fund XVI, L.P. (the "Partnership"), a Delaware Limited Partnership, was formed on April 21, 1987. The Partnership offered Units of Limited Partnership Interests (the "Units") during 1987 and 1988 raising $49,970,000 of limited partner funds. As more fully described in Part II, Item 8, Notes 1, 5 and 8, during the second calendar quarter of 1992, it was learned that Edmund J. Lopinski, Jr., the president, director and majority stockholder of Datronic Rental Corp.("DRC"), the then general partner, in conjunction with certain other parties, may have diverted approximately $13.3 million of assets from the Datronic Partnerships and Transamerica Equipment Leasing Income Fund, L.P. ("TELIF") for his/their direct or indirect benefit. During 1992, a class action lawsuit was filed and subsequently certified on behalf of the limited partners in the Datronic Partnerships against DRC, various officers of DRC and various other parties. On March 4, 1993, a settlement was approved to resolve certain portions of the suit to enable the operations of the Datronic Partnerships to continue while permitting the ongoing pursuit of claims against alleged wrongdoers (the "Settlement"). In connection with the Settlement, DRC was replaced by Lease Resolution Corporation ("LRC") as General Partner of the Partnership. The Partnership was formed to acquire a variety of low-technology, high-technology and other equipment for lease to unaffiliated third parties under full payout leases as well as to acquire equipment subject to existing leases. The cash generated during the Partnership's Operating Phase from such investments was used to pay the operating costs of the Partnership, make distributions to the limited partners and the general partner (subject to certain limitations) and reinvest in additional equipment for lease. During the Partnership's Liquidating Phase, which began August 3, 1993, the cash generated from such investments is used to pay the liquidating costs of the Partnership and make cash distributions to the limited partners and the general partner (subject to certain limitations). Concurrent with the commencement of the Liquidating Phase, the Partnership ceased reinvestment in equipment and leases and began the orderly liquidation of the Partnership's assets. A presentation of information about industry segments, geographic regions, raw materials or seasonality is not applicable and would not be material to an understanding of the Partnership's business taken as a whole. Since the Partnership ceased investing in leases effective August 3, 1993, a discussion of sources and availability of leases, backlog and competition is not material to an understanding of the Partnership's future activity. 2 3 The Partnership has no employees. LRC, the General Partner, employed 27 persons at December 31, 1998 all of whom attend to the operations of the Datronic Partnerships. ITEM 2 - PROPERTIES The Partnership's operations are located in leased premises of approximately 15,000 square feet in Schaumburg, Illinois. LRC occupies approximately 3,800 square feet of office space in Schaumburg, Illinois in a real estate property that is a Recovered Asset (see Part II, Item 8, Note 5) held for the benefit of the Datronic Partnerships. ITEM 3 - LEGAL PROCEEDINGS Reference is made to Part II, Item 8, Note 8 for a discussion of material legal proceedings involving the Partnership. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of limited partners during the fourth quarter of the fiscal year covered by this report through the solicitation of proxies or otherwise. 3 4 PART II ITEM 5 - MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED LIMITED PARTNER AND GENERAL PARTNER MATTERS Market Information The Units are not listed on any exchange or national market system, and there is no established public trading market for the Units. To the best of LRC's knowledge, no trading market exists for the Units that would jeopardize the Partnership's status for federal income tax purposes. As of March 16, 1999, the Partnership estimates that there were approximately 4,420 record owners of Units. Distributions Reference is made to Part II, Item 8, Notes 7 and 10 for a discussion of classes of limited partners and distributions paid to limited partners and the general partner. ITEM 6 - SELECTED FINANCIAL DATA The following table sets forth selected financial data as of December 31, 1998, 1997, 1996, 1995 and 1994 and for the five years then ended. The amounts presented are aggregated for all Classes (A, B, and C) of Limited Partners, unless otherwise noted. This information should be read in conjunction with the financial statements included in Item 8 which also reflects amounts for each of the classes of limited partners. 4 5 STATEMENTS OF REVENUE AND EXPENSES DATA (in thousands, except for Unit amounts)
For the years ended December 31, ------------------------------------------------- 1998 1997 996 1995 1994 ---- ---- --- ---- ---- > Total revenue $ 579 $ 550 613 $ 890 $1,141 Total expenses 941 720 1,374 1,115 904 ------- -------- ------- -------- ------ Net earnings (loss) $ (362) $ (170) (761) $ (225) $ 237 ======= ======== ======= ======== ====== Net earnings (loss) per Unit Class A $(3.84) $ (1.94) $ (8.29) $ (2.43) $ 1.16 Class B $(3.43) $ (1.53) $ (7.08) $ (2.11) $ 3.08 Class C $(3.43) $ (1.53) $ (7.08) $ (2.11) $ 3.08 Distributions per Unit (per year) Class A $ - $ - $ - $ 6.18 $48.34 Class B - $ - $ 1.00 $ 14.07 $53.41 Class C - $ - $ 1.00 $ 14.07 $53.41 Weighted average number of Units outstanding Class A 38,197 38,197 38,197 38,197 38,197 Class B 61,569 61,569 61,569 61,569 61,569 Class C 127 127 127 127 127
BALANCE SHEET DATA (in thousands, except for Unit Amounts)
As of December 31, ------------------------------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Total assets $4,698 $ 5,103 $ 5,541 $ 6,764 $8,150 Total liabilities $ 116 $ 159 $ 427 $ 828 $ 865 Partners' equity $4,582 $ 4,944 $ 5,114 $ 5,936 $7,285 Book value per Unit Class A $42.60 $ 46.44 $ 48.38 $ 56.67 $64.70 Class B $49.93 $ 53.36 $ 54.89 $ 62.96 $78.51 Class C $52.97 $ 56.93 $ 58.46 $ 66.53 $82.08
5 6 ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis presents information pertaining to the Partnership's operating results and financial condition. RESULTS OF OPERATIONS The Partnership had a net loss of $362,000 in 1998 in the aggregate for all classes of partners. This compares to aggregate net losses in 1997 and 1996 of $170,000 and $761,000, respectively. 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 years ended December 31, 1998 include the following: Lease income: Since August 1993, 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 over the three years ended December 31, 1998. This trend will continue as the Partnership liquidates its remaining leases. Litigation proceeds: Litigation proceeds represent the Partnership's proportionate share of recoveries received in connection with the resolution of litigation against its former accountants. See Note 8 to the Partnership's financial statements included in Item 8. Recovery of Datronic Assets: Recovery of Datronic Assets represents the Partnership's 7.1% share of previously reserved cash balances held by a nominee company for the benefit of the Datronic Partnerships. During 1998, potential claims against these funds were resolved and a total of $750,000 was distributed proportionately to each of the Datronic Partnerships. See Note 6 to the Partnership's financial statements included in Item 8. Interest income: Interest income for all three years includes earnings on invested cash balances. Interest income for 1998 was lower than 1997 because of lower average invested cash balances. 6 7 Rental income: Rental income increased from 1996 to 1997 resulting from monthly rental rate increases. The 1998 rental receipts were credited to the investment in foreclosed properties, net. Management fees - New Era: These fees were paid to New Era Funding for managing the day-to-day operations of the Partnership under a Management Agreement that was terminated effective June 30, 1996. Accordingly, 1998 and 1997 reflect no New Era management fees and 1996 results reflect only six months of such fees plus $611,000 in termination and non-compete fees. Effective July 1, 1996, LRC assumed responsibility for the day-to-day management of the Partnership and the related expenses are included in General Partner's expense reimbursement (see Note 9 to the Partnership's financial statements included in Item 8). General Partner's expense reimbursement: General Partner's expense reimbursement includes payments to LRC for expenses it incurred as general partner in excess of those covered by its partner distributions. Effective July 1, 1996, these expenses include additional expenses incurred by LRC in its management of the day-to-day operations of the Partnership. The decrease in 1998 is due to the effects of staff reductions and other cost savings realized during 1998. Included in 1997 expenses is $60,000 of insurance premiums for coverage that extends through the ultimate liquidation of the Partnership and $33,000 of one-time charges for relocating the former New Era staff to reduced office space. See Note 10 to the Partnership's financial statements included in Item 8. Professional fees - litigation: Professional fees - litigation represent fees paid in connection with the Partnership's litigation which is described in Note 8 to the Partnership's financial statements included in item 8. The 1998 and 1997 increases reflect fees paid in connection with the litigation against the Partnership's former accountants. Included in the 1998 amount are contingent fees paid or accrued based on amounts recovered. Professional fees - other: Professional fees - other for the three years ended December 31, 1998 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 loss: This credit reflects Management's ongoing assessment of the potential losses inherent in the lease portfolio. The credits in 1996, 1997 and 1998 reflect net recoveries of lease balances previously reserved. 7 8 Provision (credit) for loss on Diverted and other assets: This provision (credit) represents the Partnership's share of any decrease (recovery) in the estimated net realizable value of various assets held for the benefit of the Datronic Partnerships. The credit in 1997 reflects a recovery of amounts previously reserved for in 1995. Because of the fluctuating nature of real estate values and the inherent difficulty of estimating the affects of future events, the amounts ultimately realized from these assets could differ significantly from their recorded amounts. See Note 5 to the Partnership's financial statements included in Item 8. LIQUIDITY AND CAPITAL RESOURCES During 1998, Partnership assets continued to be converted to cash in order to pay Partnership operating expenses and to provide for the ultimate liquidation of the Partnership. During the year, Partnership cash and cash equivalents increased by $224,000 to $3,010,000 at December 31, 1998 from $2,786,000 at December 31, 1997. This increase is primarily due to cash receipts from collections on leases of $110,000 (all of which were fully reserved), recoveries on foreclosed properties of $502,000 and a distribution of Diverted and other assets of $194,000, partially offset by cash used in operations of $581,000. The Partnership's sources of future liquidity are expected to come from cash-on-hand, the sale of foreclosed properties as well as the disposition of the remaining Diverted Assets. The ultimate liquidation date of the Partnership and its associated costs are not yet certain due to various timing issues relating to the liquidation of the Partnership's remaining assets. The remaining Diverted Assets (consisting primarily of an office building in Schaumburg, Illinois) are expected to be liquidated during 1999. Through the second quarter of 1998, it appeared unlikely that the Partnership would make any additional distributions until such time as its remaining assets were liquidated and the pending litigation resolved. Now that additional assets have been liquidated, the General Partner has determined that an interim cash distribution will be paid to the limited partners shortly after the end of the first quarter 1999. The General Partner is in the process of determining the amount that will be available for this distribution and its allocation among each class of Limited Partner. This distribution will be made to owners of record as of December 31, 1998 even if their units are subsequently sold. 8 9 IMPACT OF INFLATION AND CHANGING PRICES Inflation is not expected to have any significant direct, determinable effect on the Partnership's business or financial condition. IMPACT OF YEAR 2000 ISSUE LRC has conducted a comprehensive review of the computer systems used to support the Partnership's operations to determine whether any systems could be affected by the Year 2000 Issue. The Year 2000 Issue relates to computer programs that use two digits rather than four to define the year. This could cause date-sensitive software to recognize the digits "00" as the year 1900 rather than 2000. LRC does not expect the Partnership to be affected by the Year 2000 Issue because the systems used to support the Partnership's operations are already substantially able to meet the reduced operating requirements of the Partnership in the Year 2000. Furthermore, the only material relationships the Partnership has with third parties that could be affected by the Year 2000 are those with the Partnership's banking institutions. LRC has been advised by the Partnership's banking institutions that they are Year 2000 compliant. ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information called for in this disclosure is not applicable to the Registrant. 9 10 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page(s) Audited Financial Statements: Independent Auditors' Report 11-12 Balance Sheets In Total for All Classes of Limited Partners at December 31, 1998 and 1997 13 By Class of Limited Partner December 31, 1998 14 December 31, 1997 15 Statements of Revenue and Expenses In Total for All Classes of Limited Partners for the years ended December 31, 1998, 1997 and 1996 16 By Class of Limited Partner for the years ended December 31, 1998 17 December 31, 1997 18 December 31, 1996 19 Statements of Changes in Partners' Equity For the years ended December 31, 1998, 1997 and 1996 20 Statements of Cash Flows In Total for All Classes of Limited Partners for the years ended December 31, 1998, 1997 and 1996 21 By Class of Limited Partner for the years ended December 31, 1998 22 December 31, 1997 23 December 31, 1996 24 Notes to Financial Statements 25-36
10 11 INDEPENDENT AUDITORS' REPORT The Partners of Datronic Equipment Income Fund XVI, L.P. We have audited the accompanying balance sheets in total for all classes of limited partners of DATRONIC EQUIPMENT INCOME FUND XVI, L.P. ("the Partnership") as of December 31, 1998 and 1997 and the related statements of revenue and expenses in total for all classes of limited partners, of changes in partners' equity and of cash flows in total for all classes of limited partners for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1998 and 1997, and the results of its operations in total for all classes of limited partners and its cash flows in total for all classes of limited partners for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the Partnership's financial statements taken as a whole. As described in Note 2, the accounting records of the Partnership are maintained to reflect the interests of each of the classes of limited partners. Additional information consisting of the balance sheets by class of limited partner as of December 31, 1998 and 1997, the statements of revenue and expenses by class of limited partner and the statements of cash flows by class of limited partner for the three years in the period ended December 31, 1998 have been prepared by management solely for the information of the limited partners and are not a required part of the financial statements. This additional information has been subjected to the auditing 11 12 procedures applied in the audit of the Partnership's financial statements and, in our opinion, has been allocated to the respective classes of limited partners in accordance with the terms of the Amended Partnership Agreement described in Note 10 and is fairly stated in all material respects in relation to the Partnership's financial statements taken as a whole. As explained more fully in Notes 1 and 5, the former President and Majority Stockholder of Datronic Rental Corporation ("DRC"), the general partner of the Partnership until March 4, 1993, and others are alleged to have diverted, for their benefit, approximately $13 million from the Partnership and related entities -- Datronic Equipment Income Fund XVII, XVIII, XIX, XX, L.P., Datronic Finance Income Fund I, L.P. and Transamerica Equipment Leasing Income Fund, L.P. (collectively "the Partnerships"). Substantially all of the assets known to have been improperly acquired with the diverted funds have been recovered for the benefit of the Partnerships. Altschuler, Melvoin and Glasser LLP Chicago, Illinois March 9, 1999 12 13 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. BALANCE SHEETS IN TOTAL FOR ALL CLASSES OF LIMITED PARTNERS
December 31, --------------------- 1998 1997 ---- ---- ASSETS Cash and cash equivalents $3,010,635 $2,786,284 Judgment receivable, net 66,646 - Net investment in direct financing leases - - Diverted and other assets, net 207,594 401,673 Investment in foreclosed properties, net 1,412,819 1,914,556 Datronic assets, net - - ---------- ---------- $4,697,694 $5,102,513 ========== ========== LIABILITIES AND PARTNERS' EQUITY Accounts payable and accrued expenses $ 105,117 $ 145,357 Lessee rental deposits 10,819 13,873 ---------- ---------- Total liabilities 115,936 159,230 Total partners' equity 4,581,758 4,943,283 ---------- ---------- $4,697,694 $5,102,513 ========== ==========
See accompanying notes to financial statements. 13 14 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. BALANCE SHEETS BY CLASS OF LIMITED PARTNER
December 31, 1998 ---------------------------------------------- Liquidating Continuing Limited Limited Partners Partners Total ----------- ----------- ----------- ASSETS Cash and cash equivalents $ 980,185 $ 2,030,450 $ 3,010,635 Judgment receivable, net 25,485 41,161 66,646 Net investment in direct financing leases - - - Diverted and other assets, net 79,384 128,210 207,594 Investment in foreclosed properties, net 540,262 872,557 1,412,819 Datronic assets, net - - - ----------- ----------- ----------- $ 1,625,316 $ 3,072,378 $ 4,697,694 =========== =========== =========== LIABILITIES AND PARTNERS' EQUITY Accounts payable and accrued expenses $ 38,544 $ 66,573 $ 105,117 Lessee rental deposits 3,824 6,995 10,819 ----------- ----------- ----------- Total liabilities 42,368 73,568 115,936 Total partners' equity 1,582,948 2,998,810 4,581,758 ----------- ----------- ----------- $ 1,625,316 $ 3,072,378 $ 4,697,694 =========== =========== ===========
See accompanying notes to financial statements. 14 15 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. BALANCE SHEETS BY CLASS OF LIMITED PARTNER
December 31, 1997 ------------------------------------------ Liquidating Continuing Limited Limited Partners Partners Total ----------- ---------- --------- ASSETS Cash and cash equivalents $ 903,609 $1,882,675 $2,786,284 Net investment in direct financing leases - - - Diverted and other assets, net 153,599 248,074 401,673 Investment in foreclosed properties, net 732,126 1,182,430 1,914,556 Datronic assets, net - - - ---------- ---------- ---------- $1,789,334 $3,313,179 $5,102,513 ========== =========== =========== LIABILITIES AND PARTNERS' EQUITY Accounts payable and accrued expenses $ 53,420 $ 91,937 $ 145,357 Lessee rental deposits 4,905 8,968 13,873 ---------- ---------- ---------- Total liabilities 58,325 100,905 159,230 Total partners' equity 1,731,009 3,212,274 4,943,283 ---------- ---------- ---------- $1,789,334 $3,313,179 $5,102,513 ========== ========== ==========
See accompanying notes to financial statements. 15 16 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF REVENUE AND EXPENSES IN TOTAL FOR ALL CLASSES OF LIMITED PARTNERS
For the years ended December 31, ---------------------------------------------- 1998 1997 1996 --------- --------- --------- Revenue: Lease income $ 22,952 $ 25,391 $ 81,010 Litigation proceeds 381,020 - - Recovery of Datronic assets 53,250 - - Interest income 122,074 139,380 188,710 Rental income - 384,928 343,144 --------- --------- ---------- 579,296 549,699 612,864 --------- --------- ---------- Expenses: Management fees - New Era - - 1,019,003 General Partner's expense reimbursement 476,091 598,463 344,789 Professional fees - litigation 372,467 201,528 141,113 Professional fees - other 157,052 216,117 391,574 Other operating expenses 44,874 35,451 58,174 Credit for lease losses (109,663) (297,688) (605,000) Provision (credit) for loss on Diverted and other assets - (33,796) 24,140 --------- --------- ---------- 940,821 720,075 1,373,793 --------- --------- ---------- Net loss $(361,525) $(170,376) $ (760,929) ========= ========= ========== Net loss - General Partner $ (3,616) $ (1,703) $ (7,609) ========= ========= ========== Net loss - Limited Partners $(357,909) $(168,673) $ (753,320) ========= ========= ==========
See accompanying notes to financial statements. 16 17 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF REVENUE AND EXPENSES BY CLASS OF LIMITED PARTNER For the year ended December 31, 1998
Liquidating Continuing Limited Limited Partners Partners Total ----------- ---------- ---------- Revenue: Lease income $ 8,415 $ 14,537 $ 22,952 Litigation proceeds 145,702 235,318 381,020 Recovery of Datronic assets 20,363 32,887 53,250 Interest i come 41,829 80,245 122,074 --------- --------- --------- 216,309 362,987 579,296 --------- --------- --------- Expenses: General Partner's expense reimbursement $ 181,913 $ 294,178 $ 476,091 Professional fees - litigation 142,431 230,036 372,467 Professional fees - other 59,763 97,289 157,052 Other operating expenses 17,159 27,715 44,874 Credit for lease losses (36,896) (72,767) (109,663) --------- --------- --------- 364,370 576,451 940,821 --------- --------- --------- Net loss $(148,061) $(213,464) $(361,525) ========= ========= ========= Net loss - General Partner $ (1,481) $ (2,135) $ (3,616) ========= ========= ========= Net loss - Limited Partners $(146,580) $(211,329) $(357,909) ========= ========= ========= Net loss per limited partnership unit $ (3.84) $ (3.43) ========= ========= Weighted average number of limited partnership units outstanding 38,197 61,696 ========= =========
See accompanying notes to financial statements. 17 18 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF REVENUE AND EXPENSES BY CLASS OF LIMITED PARTNER For the year ended December 31, 1997
Liquidating Continuing Limited Limited Partners Partners Total ------------ ------------ ----------- Revenue: Lease income $ 6,923 $ 18,468 $ 25,391 Interest income 49,714 89,666 139,380 Rental income 147,196 237,732 384,928 ---------- --------- --------- 203,833 345,866 549,699 ---------- --------- --------- Expenses: General Partner's expense reimbursement $ 226,465 $ 371,998 $ 598,463 Professional fees - litigation 77,064 124,464 201,528 Professional fees - other 82,385 133,732 216,117 Other operating expenses 13,393 22,058 35,451 Credit for lease losses (107,519) (190,169) (297,688) Credit for loss on Diverted and other assets (12,923) (20,873) (33,796) ---------- --------- --------- 278,865 441,210 720,075 ---------- --------- --------- Net loss $ (75,032) $ (95,344) $(170,376) ========== ========= ========= Net loss - General Partner $ (750) $ (953) $ (1,703) ========== ========= ========= Net loss - Limited Partners $ (74,282) $ (94,391) $(168,673) ========== ========= ========= Net loss per limited partnership unit $ (1.94) $ (1.53) ========== ========= Weighted average number of limited partnership units outstanding 38,197 61,696 ========== =========
See accompanying notes to financial statements. 18 19 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF REVENUE AND EXPENSES BY CLASS OF LIMITED PARTNER For the year ended December 31, 1996
Liquidating Continuing Limited Limited Partners Partners Total --------- --------- --------- Revenue: Lease income $ 23,025 $ 57,985 $ 81,010 Interest income 72,139 116,571 188,710 Rental income 131,218 211,926 343,144 --------- --------- ---------- 226,382 386,482 612,864 --------- --------- ---------- Expenses: Management fees - New Era $ 386,400 $ 632,603 $1,019,003 General Partner's expense reimbursement 129,678 215,111 344,789 Professional fees - litigation 53,962 87,151 141,113 Professional fees - other 149,203 242,371 391,574 Other operating expenses 20,571 37,603 58,174 Credit for lease losses (202,672) (402,328) (605,000) Provision for loss on Diverted and other assets 9,231 14,909 24,140 --------- --------- --------- 546,373 827,420 1,373,793 --------- --------- --------- Net loss $(319,991) $(440,938) $(760,929) ========== ========= ========= Net loss - General Partner $ (3,200) $ (4,409) $ (7,609) --------- --------- --------- Net loss - Limited Partners $(316,791) $(436,529) $(753,320) ========= ========= ========= Net loss per limited partnership unit $ (8.29) $ (7.08) ========== ========= Weighted average number of limited partnership units outstanding 38,197 61,696 ========== ========
See accompanying notes to financial statements. 19 20 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF CHANGES IN PARTNERS' EQUITY For the three years ended December 31, 1998
General Liquidating Continuing Limited Limited Limited Total Partner's Partners' Partners' Partners' Equity Equity Equity Equity ----------- ---------- --------- --------- Balance, December 31, 1995 $ - $2,126,032 $3,810,252 $5,936,284 Distributions to partners - - (61,696) (61,696) Net loss (7,609) (316,791) (436,529) (760,929) Allocation of General Partner's Equity 7,609 (3,200) (4,409) - ------- ---------- ---------- ---------- Balance, December 31, 1996 - 1,806,041 3,307,618 5,113,659 ------- ---------- ---------- ---------- Net loss (1,703) (74,282) (94,391) (170,376) Allocation of General Partner's Equity 1,703 (750) (953) - ------- ---------- ---------- ---------- Balance, December 31, 1997 - 1,731,009 3,212,274 4,943,283 ------- ---------- ---------- ---------- Net loss (3,616) (146,580) (211,329) (361,525) Allocation of General Partner's Equity 3,616 (1,481) (2,135) - ------- ---------- ---------- ---------- Balance, December 31, 1998 $ - $1,582,948 $2,998,810 $4,581,758 ======= ========== ========== ==========
See accompanying notes to financial statements. 20 21 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF CASH FLOWS IN TOTAL FOR ALL CLASSES OF LIMITED PARTNERS
For the years ended December 31, ------------------------------------------------- 1998 1997 1996 ---------- ---------- ---------- Cash flows from operating activities: Net loss $(361,525) $(170,376) $(760,929) Adjustments to reconcile net loss to net cash used in operating activities: Credit for lease losses (109,663) (297,688) (605,000) Provision (credit) for loss on Diverted and other assets -- (33,796) 24,140 Changes in assets and liabilities: Judgment receivable, net (66,646) - - Accounts payable and accrued expenses (40,240) (132,990) (72,769) Lessee rental deposits (3,054) (134,946) (327,446) Due from management company -- 34,504 (34,655) ---------- ---------- ---------- (581,128) (735,292) (1,776,659) ---------- ---------- ---------- Cash flows from investing activities: Principal collections on leases 109,663 339,167 1,080,515 Distribution of Diverted and other assets 194,079 -- -- Release of Restricted cash -- -- 112,787 Investment in foreclosed properties 501,737 22,900 13,000 ---------- ---------- ---------- 805,479 362,067 1,206,302 ---------- ---------- ---------- Cash flows from financing activities: Distributions to Limited Partners -- -- (61,696) ---------- ---------- ---------- -- -- (61,696) ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents 224,351 (373,225) (632,053) Cash and cash equivalents: Beginning of year 2,786,284 3,159,509 3,791,562 ---------- ---------- ---------- End of year $3,010,635 $2,786,284 $3,159,509 ========== ========== ==========
See accompanying notes to financial statements 21 22 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF CASH FLOWS BY CLASS OF LIMITED PARTNER For the year ended December 31, 1998
Liquidating Continuing Limited Limited Partners Partners Total ----------- ---------- ---------- Cash flows from operating activities: Net loss $ (148,061) $ (213,464) $ (361,525) Adjustments to reconcile net loss to net cash used in operating activities: Credit for lease losses (36,896) (72,767) (109,663) Changes in assets and liabilities: Judgment receivable, net (25,485) (41,161) (66,646) Accounts payable and accrued expenses (14,876) (25,364) (40,240) Lessee rental deposits (1,081) (1,973) (3,054) ----------- ---------- ---------- (226,399) (354,729) (581,128) ----------- ---------- ---------- Cash flows from investing activities: Principal collections on leases 36,896 72,767 109,663 Distribution of Diverted and other assets 74,215 119,864 194,079 Investment in foreclosed properties 191,864 309,873 501,737 ----------- ---------- ---------- 302,975 502,504 805,479 ----------- ---------- ---------- Net increase in cash and cash equivalents 76,576 147,775 224,351 Cash and cash equivalents: Beginning of year 903,609 1,882,675 2,786,284 ----------- ---------- ---------- End of year $ 980,185 $2,030,450 $3,010,635 =========== ========== ==========
See accompanying notes to financial statements 22 23 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF CASH FLOWS BY CLASS OF LIMITED PARTNER For the year ended December 31, 1997
Liquidating Continuing Limited Limited Partners Partners Total ---------- ---------- ---------- Cash flows from operating activities: Net loss $ (75,032) $ (95,344) $ (170,376) Adjustments to reconcile net loss to net cash used in operating activities: Credit for lease losses (107,519) (190,169) (297,688) Credit for loss on Diverted and other assets (12,923) (20,873) (33,796) Changes in assets and liabilities: Accounts payable and accrued expenses (50,632) (82,358) (132,990) Lessee rental deposits (47,872) (87,074) (134,946) Due from management company 12,826 21,678 34,504 ---------- ---------- ---------- (281,152) (454,140) (735,292) ---------- ---------- ---------- Cash flows from investing activities: Principal collections on leases 110,039 229,128 339,167 Investment in foreclosed properties 8,757 14,143 22,900 ---------- ---------- ---------- 118,796 243,271 362,067 ---------- ---------- ---------- Net decrease in cash and cash equivalents (162,356) (210,869) (373,225) Cash and cash equivalents: Beginning of year 1,065,965 2,093,544 3,159,509 ---------- ---------- ---------- End of year $ 903,609 $1,882,675 $2,786,284 ========== ========== ==========
See accompanying notes to financial statements 23 24 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. STATEMENTS OF CASH FLOWS BY CLASS OF LIMITED PARTNER For the year ended December 31, 1996
Liquidating Continuing Limited Limited Partners Partners Total ------------ ------------ ---------- Cash flows from operating activities: Net loss $(319,991) $(440,938) $(760,929) Adjustments to reconcile net loss to net cash used in operating activities: Credit for lease losses (202,672) (402,328) (605,000) Provision for loss on Diverted and other assets 9,231 14,909 24,140 Changes in assets and liabilities: Accounts payable and accrued expenses (29,742) (43,027) (72,769) Lessee rental deposits (121,715) (205,731) (327,446) Due from management company (12,893) (21,762) (34,655) ---------- ---------- ---------- (677,782) (1,098,877) (1,776,659) ---------- ---------- ---------- Cash flows from investing activities: Principal collections on leases 347,365 733,150 1,080,515 Release of Restricted cash 43,130 69,657 112,787 Investment in foreclosed properties 4,971 8,029 13,000 ---------- ---------- ---------- 395,466 810,836 1,206,302 ---------- ---------- ---------- Cash flows from financing activities: Distributions to Limited Partners - (61,696) (61,696) ---------- ---------- ---------- - (61,696) (61,696) ---------- ---------- ---------- Net decrease in cash and cash equivalents (282,316) (349,737) (632,053) Cash and cash equivalents: Beginning of year 1,348,281 2,443,281 3,791,562 ---------- ---------- ---------- End of year $1,065,965 $2,093,544 $3,159,509 ========== ========== ==========
See accompanying notes to financial statements 24 25 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1998, 1997, AND 1996 NOTE 1 - ORGANIZATION: Datronic Equipment Income Fund XVI, L.P., a Delaware Limited Partnership (the "Partnership"), was formed on April 21, 1987 for the purpose of acquiring and leasing both high- and low-technology equipment. Through March 4, 1993, Datronic Rental Corporation ("DRC") was the general partner of the Partnership and Datronic Equipment Income Funds XVII, XVIII, XIX, XX and Datronic Finance Income Fund I, (collectively, the "Datronic Partnerships") and was co-general partner of Transamerica Equipment Leasing Income Fund, L.P. ("TELIF"). In 1992, it was alleged that the chairman of DRC (who was also its president and majority stockholder), in conjunction with various other parties, had misappropriated and commingled $13.3 million of funds belonging to this and the other Datronic Partnerships and TELIF. The Partnership's portion of these funds was $640,000. In connection with a partial settlement of a class action lawsuit arising from these allegations, Lease Resolution Corporation ("LRC") replaced DRC as general partner of this and the other Datronic Partnerships on March 4, 1993. LRC is a Delaware non-stock corporation formed for the sole purpose of acting as general partner of the Datronic Partnerships. On August 3, 1993, the Partnership began its Liquidating Phase under which it has ceased investing in new leases and began the orderly liquidation of its assets. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Financial Statements - The accounting records of the Partnership are being maintained to reflect the interests of each of the classes of limited partners (see Note 10). Each class of limited partner is not a separate legal entity holding title to individual assets nor the obligor of individual liabilities. Accordingly, assets allocated to a specific class of limited partner are available to settle claims of the Partnership as a whole. Additional information consisting of the balance sheets by class of limited partner as of December 31, 1998 and 1997, the statements of revenue and expenses by class of limited partner and the statements of cash flows by class of limited partner for the three years ended December 31, 1998 have been prepared to present allocations of the various categories of assets, liabilities, revenue, expenses and cash flows of the Partnership to each of the classes of limited partners in accordance with the Amended Partnership Agreement. In addition, the 25 26 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED general partner's equity has been allocated to each class of limited partner for purposes of additional information because the equity attributable to the general partner will be allocated to the limited partners upon final dissolution of the Partnership. For purposes of this additional information, the interests of the Class B and Class C Limited Partners have been combined as "Continuing Limited Partners." At December 31, 1998, the amounts per Unit relating to these two classes are identical with the exception that the per Unit value of Class C Limited Partners is $3.04 per Unit higher than the Class B Limited Partners because, in accordance with the 1993 Settlement, Class Counsel fees and expenses related to the Settlement, net of Datronic Assets, were not allocated to the Class C Limited Partners (see Note 6). Cash and Cash Equivalents - Cash and cash equivalents consist principally of overnight investments in high quality, short-term corporate demand notes (commercial paper). Due to the nature of the Partnership's commercial paper investments, Management does not believe there is any significant market risk associated with such investments. Amounts due (to) from the general partner (LRC) and other Datronic Partnerships are also included. Net Investment in Direct Financing Leases - Net Investment in direct financing leases consists of the present value of future minimum lease payments and residuals under non-cancelable lease agreements. Residuals are valued at the estimated fair market value of the underlying equipment at lease termination. Leases are classified as non-performing when it is determined that the only remaining course of collection is litigation. All balances relating to the lease are netted together and no further income is accrued when a lease is classified as non-performing. Lease income includes interest earned on the present value of lease payments and residuals (recognized over the term of the lease to yield a constant periodic rate of return), interest collected on non-performing leases, late fees, and other lease related items. Allowance for Lease Losses - An allowance is recorded to reflect estimated losses inherent in the existing portfolio of leases. Additions to the allowance are made by means of a provision for lease losses, which is charged to expense. Recoveries of amounts previously reserved are reflected as credits to the provision for lease loss. The amounts shown in the accompanying Statements of Revenue and Expenses reflect the net effect of provisions and recoveries. Write-offs are deducted from the allowance. 26 27 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED Investment in Foreclosed Properties, Net - Investments in foreclosed properties, net, includes the net book value of the leases for which the properties were pledged as collateral, amounts paid to liquidate senior lender positions in the properties, and carrying costs related to the properties. These amounts are partially offset by an allowance for loss to reduce the investment to estimated net realizable value. Due (to) from General Partner and Other Datronic Partnerships - In the ordinary course of the Partnership's day-to-day operations, there are occasions when the general partner and/or other Datronic Partnerships owe amounts to, and are owed amounts from, the Partnership. It is the Partnership's policy not to charge (credit) interest on these payable (receivable) balances and to include them as cash equivalents. Net Earnings (Loss) per Limited Partnership Unit - Net earnings (loss) per unit is based on net earnings (loss) after giving effect to a 1% allocation to the general partner. The remaining 99% of net earnings (loss) for each of the Liquidating and Continuing Limited Partners is divided by the weighted-average number of units outstanding to arrive at net earnings (loss) per limited partnership unit for each class of limited partner. Use of Estimates - In preparing financial statements in conformity with generally accepted accounting principles, Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3 - NET INVESTMENT IN DIRECT FINANCING LEASES: The components of the net investment in direct financing leases at December 31, 1998 and 1997 are as follows: 27 28 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 --------------------------------------------- Liquidating Continuing Limited Limited Partners Partners Total ----------- ---------- ---------- Performing leases Minimum lease payments receivable $ 3,255 $ 8,372 $ 11,627 Unearned income - - - --------- --------- --------- Total performing leases 3,255 8,372 11,627 Non-performing leases 217,292 354,297 571,589 --------- --------- --------- Net investment in direct financing leases before allowance 220,547 362,669 583,216 Allowance for lease losses (220,547) (362,669) (583,216) --------- --------- --------- Net investment in direct financing leases $ - $ - $ - ========== ========= ========= Billed and outstanding balances included in net investment in direct financing leases $ 3,255 $ 8,372 $ 11,627 ========== ========= =========
December 31, 1997 --------------------------------------------- Liquidating Continuing Limited Limited Partners Partners Total ----------- ---------- ---------- Performing leases Minimum lease payments receivable $ 25,885 $ 58,546 $ 84,431 Unearned income - (529) (529) --------- --------- --------- Total performing leases 25,885 58,017 83,902 Non-performing leases 253,444 413,022 666,466 --------- --------- --------- Net investment in direct financing leases before allowance 279,329 471,039 750,368 Allowance for lease losses (279,329) (471,039) (750,368) --------- --------- --------- Net investment in direct financing leases $ - $ - $ - ========= ========= ========= Billed and outstanding balances included in net investment in direct financing leases $ 25,885 $ 43,254 $ 69,139 ========= ========= =========
28 29 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED An analysis of the changes in the allowance for lease losses by Class of Limited Partner for 1996, 1997 and 1998 follows:
Liquidating Continuing Limited Limited Partners Partners Total ------------ ---------- --------- Balance at December 31, 1995 $ 647,687 $1,081,589 $1,729,276 Recoveries (202,672) (402,328) (605,000) Write-offs (38,564) (1,802) (40,366) ---------- ---------- ---------- Balance at December 31, 1996 406,451 677,459 1,083,910 Recoveries (107,519) (190,169) (297,688) Write-offs (19,603) (16,251) (35,854) ---------- ---------- ---------- Balance at December 31, 1997 279,329 471,039 750,368 Recoveries (36,896) (72,767) (109,663) Write-offs (21,886) (35,603) (57,489) ---------- ---------- ---------- Balance at December 31, 1998 $ 220,547 $ 362,669 $ 583,216 ========== ========== ==========
The Partnership leased equipment with lease terms generally ranging from two to five years. All remaining minimum payments are scheduled to be received on performing leases during 1999. NOTE 4 - INVESTMENT IN FORECLOSED PROPERTIES: Foreclosed properties at December 31, 1998 consisted of two real estate properties that were acquired through foreclosure on defaulted leases during 1991 and 1992. The properties are recorded at the Partnership's cost basis, less allowances to reflect their net realizable value. At December 31, 1997, foreclosed properties also included a $245,000 note receivable from the 1996 sale of a third foreclosed property. This note was collected in early 1998. The original cost of the foreclosed properties and the related valuation allowances are shown below:
December 31, 1998 1997 ----------- ----------- Cost $ 3,017,751 $ 3,759,035 Allowance for loss (1,604,932) (1,844,479) ----------- ----------- Net $ 1,412,819 $ 1,914,556 =========== ===========
29 30 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED The two remaining properties were occupied by their tenants through the third quarter of 1998 at aggregate monthly rentals of $31,248. During 1998, these rentals were applied as reductions of the properties' cost basis to ensure that their carrying amounts would not exceed net realizable value. LRC is actively marketing these properties for sale and expects that the proceeds from such sales will not differ materially from their net book value. NOTE 5 - DIVERTED AND OTHER ASSETS: The $13.3 million of funds allegedly misappropriated from the Datronic Partnerships and TELIF (collectively the "Partnerships") (see Note 1) were commingled by the alleged wrongdoers with $10.3 million of funds and used to acquire various assets. $20.7 million of such assets (collectively, "Diverted and other assets" or "Recovered Assets") were subsequently recovered for the benefit of the Partnerships and each Partnership was assigned an undivided pro-rata interest in them. These assets are held by a nominee company. Since 1993, LRC has been liquidating these assets and distributing available funds to the Partnerships. The Partnership's 4.8% interest in the remaining Diverted and other assets is reflected in the accompanying balance sheets at cost, less valuation allowances established in prior years. At December 31, 1998, these assets consisted of a seven-story office building in Schaumburg, Illinois and cash of $1.3 million. During 1998, $4.0 million of cash (Partnership's share, $194,080) was transferred from the nominee company to the Partnerships. These proceeds were recorded as a reduction of "Diverted and other assets, net" in the Partnership's Balance Sheet. The Partnership's Statements of Revenue and Expenses reflect a 1997 recovery ($33,796) of previously reserved balances and a 1996 loss ($24,140) from the settlement of claims against the Diverted and other assets. LRC is continuing its efforts to market and sell the Schaumburg, Illinois office building. The net sales proceeds, along with other available cash balances will be distributed to the Partnerships. Due to the fluctuating nature of real estate values, the ultimate net realizable value of the office building cannot be predicted. 30 31 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED NOTE 6 - DATRONIC ASSETS: At December 31, 1998, Datronic Assets consisted of the Partnership's 7.1% interest in fully-reserved residual cash of $46,000 held by a nominee company for the benefit of the Class A and B Limited Partners of the Datronic Partnerships. The reserves are in anticipation of future costs or claims that may be paid by the nominee. Originally, Datronic Assets consisted of all of DRC's net assets which were transferred to an LRC nominee company for the purpose of reimbursing the Class A and B Limited Partners for legal fees paid in connection with the 1993 court-approved partial settlement of class action litigation (See Notes 1, 2 and 8). Since then, all but $46,000 of the $1,732,000 (the Partnership's share was $123,000) realized from the liquidation of the Datronic Assets has been distributed to the Partnerships, including $750,000 (Partnership's share $53,250) during 1998. The $53,250 realized by the Partnership this year was previously fully-reserved for claims that were ultimately resolved during 1998 and is shown in the accompanying Statements of Revenue and Expenses as "Recovery of Datronic Assets". The $53,250 and all previously realized Datronic Assets have been allocated to the Class A and B Limited Partners. Upon dissolution of the nominee company, any portion of the $46,000 which is realized in excess of its fully-reserved balance of zero, will be distributed proportionately to the Partnerships. NOTE 7 - PARTNERS' EQUITY: Distributions per Unit to the Limited Partners for 1996 were: Class A $ - Class B $1.00 Class C $1.00
No distributions were made in 1997 or 1998. At December 31, 1998, 1997 and 1996, there were 38,197 Class A Units, 61,569 Class B Units, 127 Class C Units, and one General Partner Unit outstanding. 31 32 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED Funds raised by each Class and cumulative distributions to limited partners by class from the Partnership's formation through December 31, 1998 are:
Funds Cumulative Raised Distributions ----------- ------------- Class A $19,098,500 $15,160,208 Class B 30,784,500 24,238,299 Class C 63,500 50,835 ----------- ----------- Total $49,946,500 $39,449,342 =========== ===========
NOTE 8 - LITIGATION: Claims against professionals During 1992, various class action lawsuits and Partnership cross- claims were filed against the Partnerships' former securities counsel (Siegan, Barbakoff, Gomberg & Kane - "Siegan") alleging breach of fiduciary duty and the Partnerships' former independent accountants (Weiss and Company and Price Waterhouse) alleging professional negligence, breach of contract, and violations of Section 11 of the Securities Act of 1933. The claims against Siegan were settled in 1995 pursuant to which Siegan paid a total of $1.78 million (of which $213,000 went to the Partnership). Costs, consisting primarily of legal fees, incurred by the Partnerships in pursuing their claim against Siegan totaled approximately $683,000 (including $82,000 paid by the Partnership). During 1998, the claims against the Partnerships' former accountants were resolved. In May, LRC reached a settlement with Weiss under which Weiss agreed to pay the Partnerships $2.4 million (Partnership's share is $292,000) in exchange for a release from all Partnership claims and dismissal of the class claims against it. The settlement was consummated in September and the settlement proceeds, along with $37,000 of interest earned since May, were transferred to LRC for the benefit of the Partnerships. After payment of $609,000 in contingent legal fees (Partnership's share is $73,000), $1.83 million of net proceeds were made available to the Partnerships. The Partnership's share of the gross proceeds has been included in its 1998 Statements of Revenue and Expenses as "Litigation proceeds." The contingent legal fees are included in the Statements of Revenue and Expenses as part of "Professional fees - litigation." 32 33 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED In June, a jury verdict was rendered against Price Waterhouse finding them negligent in the conduct of their prior audits of the Datronic Partnerships. The jury awarded damages of $739,300. In January 1999, the court entered final judgment and awarded an additional $2,000 for trial costs. The Partnership's share ($89,000) of the total award has been included in its 1998 Statements of Revenue and Expenses as "Litigation proceeds." These damages bear 9% interest until paid by the defendant. Contingent fees of 25% of the recovery will be due upon receipt of the damages and are reflected in the Statements of Revenue and Expenses as part of "Professional fees - litigation." The proceeds due to the Partnership are included in its December 31, 1998 Balance Sheet, net of contingent legal fees, as "Judgment receivable, net." Legal fees and trial expenses incurred by the Partnership in pursuing its claims against the former accountants have totaled $663,000 since 1993. NOTE 9 - PARTNERSHIP MANAGEMENT: Since July 1, 1996, LRC has directly managed the day-to-day operations of the Datronic Partnerships. The cost of the day-to-day management services is allocated to each partnership based on the level of services performed for each partnership. These expenses are reimbursed to LRC pursuant to the terms of the Amended Partnership Agreement (see Note 10). Prior to July 1, 1996, the Datronic Partnerships were managed by New Era Funding under the direction of LRC pursuant to a Management Agreement. Effective June 30, 1996, this agreement was terminated and, pursuant to the Management Termination Agreement, New Era and its principals were paid an aggregate amount of $4.2 million. The Partnership's share of these payments was $611,282, and is included in the 1996 Statements of Revenue and Expenses as part of "Management fees - New Era". As part of the Management Termination Agreement, two of New Era's principals have been retained as consultants to the Datronic Partnerships through March 31, 1999 for an annual fee of $200,000 each. These payments are allocated to each of the Datronic Partnerships based on the services performed for each Partnership and are included in the accompanying Statements of Revenue and Expenses as part of "General Partner's expense reimbursement". 33 34 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED NOTE 10 - PARTNERSHIP AGREEMENT: As part of the 1993 Settlement each limited partner elected to become a Class A, B or C Limited Partner. Class A Limited Partners This class elected to begin liquidating their interest in the Partnership as of the Settlement date. Accordingly, each Class A Limited Partner is entitled to receive cash distributions equal to their pro rata share of the net proceeds from the disposition of assets owned by the Partnership on the Settlement Date, plus their pro rata interest in the net proceeds from the disposition of Datronic Assets, Diverted and other assets, and temporary investments. In addition, Class A Limited Partners participated in the Class Action. Class B Limited Partners This class elected not to begin liquidation of their interest in the Partnership as of the Settlement Date. Until the Liquidating Phase of the Partnership began on August 3, 1993, each Class B Limited Partner received cash distributions equal to 11% annually of their Adjusted Capital Contributions (as that term is defined in the Amended Partnership Agreement). Available cash in excess of that required to pay these distributions was invested in equipment and equipment leases ("New Investments") and temporary investments on behalf of the Class B Limited Partners. In addition, Class B Limited Partners participated in the Class Action. Class C Limited Partners This class elected not to participate in the Class Action. Therefore, each Class C Limited Partner: (i) preserved their individual claims against DRC and the other defendants, (ii) did not participate in the Class Action, and (iii) did not participate in the Settlement. In all other respects, including distributions from the Partnership, Class C Limited Partners are the same as Class B Limited Partners. Concurrent with the beginning of the Liquidating Phase on August 3, 1993, the Partnership ceased making New Investments and the General Partner (LRC) began the orderly liquidation of Partnership assets. Pursuant to this, cash reserves are to be maintained sufficient to satisfy all liabilities of the Partnership and provide for future contingencies. Cash available after satisfying such requirements ("Cash Flow Available for Distribution") will be distributed to the General and Limited Partners as described below. 34 35 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONTINUED During the Liquidating Phase, net Partnership proceeds from all sources, less cash reserves needed to satisfy Partnership liabilities and provide for future contingencies will be apportioned among the Class A, B and C Limited Partners, each class as a group, in accordance with each class' interest in each type of asset. Then, Liquidating Distributions will be made to the Limited Partners within each class in accordance with the positive Capital Account balance of each Limited Partner until all Limited Partners' Capital Account balances are zero, and thereafter, pro rata based on the number of units outstanding. The Amended Partnership Agreement provides for the General Partner (LRC) to receive quarterly distributions equal to 1% of the Cash Flow Available for Distribution. In addition, LRC receives reimbursement for expenses incurred in excess of those covered by the 1% distribution. These expense reimbursements are paid one quarter in advance and are adjusted based on LRC's actual expenses. LRC allocates its expenses to each of the Datronic Partnerships based on its activities performed for each Partnership. Beginning July 1, 1996, LRC's expense reimbursement includes expenses incurred in managing the day-to-day operations of this and the other Datronic Partnerships. LRC is entitled to no other fees or reimbursements from the Partnership. The following summarizes the total of all payments to LRC during the three years ended December 31, 1998:
Year ended December 31, 1998 1997 1996 ---------- ---------- ---------- 1% Distribution $ - $ 21,233 $ 104,304 Expense Reimbursement in excess of the 1% Distribution $4,079,994 5,369,846 2,955,260 ---------- ---------- ---------- Total $4,079,994 $5,391,079 $3,059,564 ========== ========== ==========
The Partnership's share of these payments were:
Year ended December 31, 1998 1997 1996 ---------- ---------- ---------- 1% Distribution $ - $ - $ - Expense Reimbursement in excess of the 1% Distribution 476,091 598,463 344,789 ---------- ---------- ---------- Total $ 476,091 $ 598,463 $ 344,789 ========== ========== ==========
35 36 DATRONIC EQUIPMENT INCOME FUND XVI, L.P. NOTES TO THE FINANCIAL STATEMENTS - CONCLUDED NOTE 11 - CONCENTRATION OF CREDIT RISK: Leasing activity was conducted throughout the United States, with emphasis in certain states such as Arizona, California, Colorado, Illinois, Missouri and Oklahoma. The cost of equipment under lease typically ranged from $15,000 to $30,000. Such equipment includes, but is not limited to: general purpose plant/office equipment, telecommunications equipment, machine tool and manufacturing equipment, computers and terminals for management information systems, photocopying equipment, medical equipment and transportation equipment. At December 31, 1998 there are no significant concentrations of business activity in any industry or with any one lessee. The Partnership maintains a security interest in all equipment until the lessee's obligations are fulfilled. NOTE 12 - INCOME TAXES: The Partnership is not subject to Federal income taxes and, accordingly, no provision or credit for such taxes is reflected in the accompanying financial statements. Instead, the tax effects of the Partnership's activities are includable in the individual tax returns of its partners. The following table reconciles the Partnership's net operating results determined in accordance with generally accepted accounting principles with those reported for Federal income tax purposes in total for all Partners and by Class of Partner for the year ended December 31, 1998.
Liquidating Continuing General Limited Limited Partner Partner Partner Total ---------- ----------- ----------- ---------- Net loss per accompanying statements $ (3,616) $ (146,580) $ (211,329) $ (361,525) Effect of leases treated as operating leases for tax purposes 1,165 48,307 67,052 116,524 Effect of principal repayments treated as income for tax purpose (113) (4,200) (7,010) (11,323) Provision for loss on foreclosed properties 875 33,126 53,506 87,507 Provision for recovery of Diverted and other assets 508 19,229 31,060 50,797 Provision for Class Counsel fees and expenses, net - 32,379 52,192 84,571 Other, net (197) (7,312) (12,183) (19,692) ---------- ----------- ----------- ----------- Loss for Federal income tax purposes in total $ (1,378) $ (25,051) $ (26,712) $ (53,141) ========= =========== =========== ===========
36 37 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in accountants or disagreements with accountants on accounting and financial disclosure. PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Partnership has no employees or directors. LRC was formed in December 1992 in contemplation of the Settlement for the sole purpose of acting as the general partner for each of the Datronic Partnerships. LRC became general partner in 1993. LRC has a nominal net worth. LRC, as a non-stock, not-for-profit corporation, does not have stockholders. The executive officers of LRC are also the members of the Board of Directors of LRC. None of the executive officers of LRC were previously affiliated with Datronic. While LRC's duration is perpetual, it is anticipated that it will liquidate and dissolve following the liquidation and dissolution of the last remaining Datronic Partnership. LRC's Board of Directors and executive officers, together with certain pertinent information regarding their background, are set forth below:
Director Name Position and Office Since - ---- -------------------- ------- Donald D. Torisky Chairman of the Board and Chief Executive Officer 12/92 Robert P. Schaen Vice-Chairman of the Board and Chief Financial Officer 12/92 Arthur M. Mintz Vice-Chairman of the Board and General Counsel 12/92
Donald D. Torisky, age 60, has been associated with LRC since its inception in 1992. Mr. Torisky is also President of Barrington Management and Consulting, Inc. where, prior to March 1993, he coordinated management consulting opportunities for national and international Fortune 500 finance companies. From 1987 to 1990, Mr. Torisky worked with the TransAmerica Corporation as an Executive Vice-President and board member of the TransAmerica Finance Group. 38 Mr. Torisky also served as the President and Chief Executive Officer of TransAmerica Commercial Finance Corporation. With TransAmerica, Mr. Torisky managed and directed a diversified financial services portfolio of $4.6 billion with branches in the United States, Canada, the United Kingdom and Australia. From 1962 to 1987, Mr. Torisky was with the Borg-Warner Corporation. In 1983 he became President and Chief Executive Officer of Borg-Warner Financial Services and an officer of Borg-Warner Corp. Mr. Torisky has completed the Advanced Management Program at the Harvard Graduate School of Business Administration. Mr. Torisky served honorably in the United States Marine Corps, and holds a license in life, accident, and health insurance and a Series 6 NASD license. Robert P. Schaen, age 72, has been associated with LRC since its inception in 1992. Prior to his association with LRC, Mr. Schaen retired from Ameritech in 1991 after 39 years of service with the Bell System and Ameritech. At his retirement he was the Vice-President and Comptroller of Ameritech. He started his Bell System career with New York Telephone Company in 1952, was promoted and transferred to AT&T in 1962, and thereafter, promoted and transferred to Illinois Bell Telephone Company in 1965 where he managed personnel, accounting, data systems and general operations prior to being elected Comptroller and Assistant Secretary. In 1983, Mr. Schaen was named Vice-President and Comptroller of Ameritech. Mr. Schaen served as a naval officer in the Pacific Theater during World War II and retired from the Naval Reserve Intelligence Service in 1968 with the rank of Commander. He graduated from Hobart College in Geneva, New York in 1948 and after graduation remained there as a mathematics and statistics instructor. In 1967 Mr. Schaen completed the Advanced Management Program at the Harvard Graduate School of Business Administration. Arthur M. Mintz, age 62, has been associated with LRC since its inception in 1992. Mr. Mintz is also Chairman of the Board of Olicon Imaging Systems, Inc., which was founded in 1991. Olicon Imaging Systems, Inc. is a teleradiology company serving approximately 800 hospitals nationwide. Since 1987, he has also served as President of AMRR Leasing Corporation and Vice President and General Counsel of Mobile M.R. Venture, Ltd. In 1983, Mr. Mintz was a founder of Diasonics, Incorporated and served as its Corporate Counsel. Diasonics was listed on the New York Stock Exchange prior to its acquisition by Elsinth in 1995. In 1957, Mr. Mintz obtained a Bachelor of Arts Degree from Northwestern University and in 1959, obtained his J.D. from Northwestern University School of Law. Thereafter, Mr. Mintz served in the United States Army and was honorably discharged. From 1965 to 1982, Mr. Mintz was a principal with the law firms of Mintz, Raskin, Rosenberg, Lewis & Cohen (1965-1975), Mintz, Raskin and Lewis (1975-1979), and Arthur M. Mintz, Ltd., P.C. (1979-1982). 38 39 Any change in the compensation of a director of LRC must be approved by the other two non-interested members of the Board of Directors. ITEM 11 - MANAGEMENT REMUNERATION The Partnership has no officers or directors and instead is managed by the general partner, LRC. The Partnership Agreement, as amended, provides for LRC to receive reimbursement for its operating expenses incurred in relation to its functions as General Partner of the Datronic Partnerships. These reimbursements are detailed in Note 10 to the Partnership's financial statements included in Item 8. Compensation paid to the Chief Executive Officer of LRC during 1997 was as follows:
Chairman of the Board and Chief All Other Executive Officer Salary Compensation(b) ----------------- ------ --------------- Donald D. Torisky $463,409 $3,200(a)
(a) Represents the value of LRC's contribution to LRC's Savings and Retirement Plan allocable to Mr. Torisky for services rendered during 1998. (b) Information concerning Bonus, Other Annual Compensation, Restricted Stock Award, Option/SARs and LTIP Payouts is not applicable. This compensation was included in LRC's operating expenses reimbursed by all Datronic Partnerships. The Partnership's share of such expense reimbursements, including the 1% of Cash Flow Available for Distribution, was 11.67%. The compensation of the other four highly compensated LRC executives, when allocated to the Partnership, individually do not exceed $100,000. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT None. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Partnership has no officers or directors and instead is managed by the general partner, LRC. 39 40 The Partnership Agreement, as amended, provides for LRC to receive reimbursement for its operating expenses incurred in relation to its functions as General Partner of the Datronic Partnerships. These reimbursements are detailed in Note 10 to the Partnership's financial statements included in Item 8. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) Financial Statements See index to Financial Statements included in Item 8 of this report. (2) Financial Statement Schedules None. (3) Exhibits The Exhibits listed in the Exhibit Index immediately following the signature page are filed as a part of this report. (b) Reports on Form 8-K None 41 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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 on the 30th day of March 1999. DATRONIC EQUIPMENT INCOME FUND XVI, L.P. March 30, 1998 By: Lease Resolution Corporation, General Partner By: /s/ Donald D. Torisky ------------------------ Donald D. Torisky Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated. By: /s/ Donald D. Torisky March 30, 1999 ---------------------- Donald D. Torisky Chairman and Chief Executive Officer, Lease Resolution Corporation, General Partner of Datronic Equipment Income Fund XVI, L.P. By: /s/ Robert P. Schaen March 30, 1999 ---------------------- Robert P. Schaen Vice-Chairman and Chief Financial Officer, Lease Resolution Corporation, General Partner of Datronic Equipment Income Fund XVI, L.P. By: /s/ Arthur M. Mintz March 30, 1999 ---------------------- Arthur M. Mintz Vice-Chairman and General Counsel, Lease Resolution Corporation, General Partner of Datronic Equipment Income Fund XVI, L.P..
41 42 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.
42 EX-27 2 FINANCIAL DATA SCHEDULE
5 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-K. YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 3,010,635 0 0 0 0 0 0 0 4,697,694 0 0 0 0 0 4,581,758 4,697,694 0 579,296 0 0 44,874 (109,663) 0 0 0 0 0 0 0 (361,525) 0 0
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