UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-21390 AFG Investment Trust B (Exact name of registrant as specified in its charter) Delaware 04-3157230 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 88 Broad Street, Boston, MA 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 854-5800 (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [_] No [_] AFG INVESTMENT TRUST B FORM 10-Q INDEX Page PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Statement of Financial Position at September 30, 2000 and December 31, 1999............................... 3 Statement of Operations for the three and nine months ended September 30, 2000 and 1999........... 4 Statement of Changes in Participants' Capital for the nine months ended September 30, 2000.............................. 5 Statement of Cash Flows for the nine months ended September 30, 2000 and 1999..................... 6 Notes to the Financial Statements........................................... 7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................................. 11-15 PART II. OTHER INFORMATION: Items 1-6........................................................................... 16 AFG INVESTMENT TRUST B STATEMENT OF FINANCIAL POSITION September 30, 2000 and December 31, 1999 (Unaudited) September 30, December 31, 2000 1999 ------------- ------------ ASSETS Cash and cash equivalents................................................. $ 5,396,912 $ 10,193,277 Marketable securities..................................................... 73,500 108,544 Rents receivable.......................................................... 14,939 635 Accounts receivable--affiliate............................................ 35,952 112,228 Accounts receivable--other................................................ 45,333 - Interest receivable....................................................... 2,161 3,681 Note receivable........................................................... 50,500 - Investment in EFG/Kirkwood................................................ 1,764,776 1,353,400 Equipment at cost, net of accumulated depreciation of $6,246,551 and $6,686,836 at September 30, 2000 and December 31, 1999, respectively... 1,085,357 1,280,251 ------------- ------------- Total assets.................................................... $ 8,469,430 $ 13,052,016 ============= ============= LIABILITIES AND PARTICIPANTS' CAPITAL Notes payable............................................................. $ 572,085 $ 656,454 Accrued interest.......................................................... 1,880 2,386 Accrued liabilities....................................................... 41,800 53,608 Accrued liabilities--affiliate............................................ 26,221 15,436 Deferred rental income.................................................... 10,982 42,050 Cash distributions payable to participants................................ - 5,300,000 ------------- ------------- Total liabilities............................................... 652,968 6,069,934 ------------- ------------- Participants' capital (deficit): Managing Trustee....................................................... 2,774 (26,988) Special Beneficiary.................................................... 22,884 (222,647) Class A Beneficiary Interests (582,017 Interests; initial purchase price of $25 each)................................................... 8,522,483 8,336,812 Class B Beneficiary Interests (1,000,961 Interests; initial purchase price of $5 each).................................................... 59,696 (313,720) Treasury Interests (83,477 Class A Interests at Cost).................. (791,375) (791,375) ------------- ------------- Total participants' capital..................................... 7,816,462 6,982,082 ------------- ------------- Total liabilities and participants' capital..................... $ 8,469,430 $ 13,052,016 ============= ============= The accompanying notes are an integral part of these financial statements. 3 AFG INVESTMENT TRUST B STATEMENT OF OPERATIONS For the three and nine months ended September 30, 2000 and 1999 (Unaudited) For the three months ended For the nine months ended September 30, September 30, 2000 1999 2000 1999 ------------- ------------- ------------- ------------- Income: Lease revenue........................... $ 238,160 $ 306,090 $ 801,568 $ 976,481 Interest income......................... 94,054 129,870 272,352 395,050 Gain on sale of equipment............... 16,000 20,414 36,124 494,717 Gain on sale of marketable securities... - - 21,520 - Other income............................ 11,186 - 79,296 261,116 ------------- ------------- ------------- ------------- Total income..................... 359,400 456,374 1,210,860 2,127,364 ------------- ------------- ------------- ------------- Expenses: Depreciation............................ 32,487 72,672 103,442 591,376 Interest expense........................ 11,424 12,433 35,182 37,934 Management fees - affiliates............ 15,967 18,045 51,212 51,651 Operating expenses - affiliate.......... 73,407 118,002 182,106 488,434 ------------- ------------- ------------- ------------- Total expenses................... 133,285 221,152 371,942 1,169,395 ------------- ------------- ------------- ------------- Net income................................. $ 226,115 $ 235,222 $ 838,918 $ 957,969 ============= ============= ============= ============= Net income per Class A Beneficiary Interest........ $ 0.27 $ 0.25 $ 0.33 $ 0.98 ============= ============= ============= ============= per Class B Beneficiary Interest........ $ 0.05 $ 0.07 $ 0.37 $ 0.28 ============= ============= ============= ============= Cash distributions declared per Class A Beneficiary Interest........ $ - $ 0.41 $ - $ 2.04 ============= ============= ============= ============= per Class B Beneficiary Interest........ $ - $ 0.12 $ - $ 0.36 ============= ============= ============= ============= The accompanying notes are an integral part of these financial statements. 4 AFG INVESTMENT TRUST B STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL For the nine months ended September 30, 2000 (Unaudited) Managing Special Class A Class B Trustee Beneficiary Beneficiaries Beneficiaries Treasury Amount Amount Interests Amount Interests Amount Interests Total ------ ------ --------- ------ --------- ------ --------- ----- Balance at December 31, 1999...... $ (26,988) $ (222,647) 582,017 $8,336,812 1,000,961 $ (313,720) $ (791,375) $6,982,022 Net income...................... 29,807 245,661 - 190,248 - 373,202 - 838,918 Unrealized gain(loss) on marketable securities/ marketable securities-- affiliate......... (45) (130) - (4,577) - 214 - (4,538) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Comprehensive income ............. 29,762 245,531 - 185,671 - 373,416 - 834,380 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at September 30, 2000..... $ 2,774 $ 22,884 582,017 $8,522,483 1,000,961 $ 59,696 $ (791,375) $7,816,462 ========== ========== ========== ========== ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. 5 AFG INVESTMENT TRUST B STATEMENT OF CASH FLOWS For the nine months ended September 30, 2000 and 1999 (Unaudited) 2000 1999 ------------- ------------- Cash flows provided by (used in) operating activities: Net income.......................................................... $ 838,918 $ 957,969 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation................................................... 103,442 591,376 Accretion of bond discount..................................... (1,626) - Gain on sale of equipment...................................... (36,124) (494,717) Gain on sale of marketable securities.......................... (21,520) - Changes in assets and liabilities Decrease (increase) in: Rents receivable............................................... (14,304) 233,968 Accounts receivable - affiliate................................ 76,276 45,691 Accounts receivable - other.................................... (45,333) - Interest receivable............................................ 1,520 - Increase (decrease) in: Accrued interest............................................... (506) (580) Accrued liabilities............................................ (11,808) (99,000) Accrued liabilities - affiliate................................ 10,785 796 Deferred rental income......................................... (31,068) 1,422 Other liabilities.............................................. - (197,950) ------------- ------------- Net cash provided by operating activities................. 868,652 1,038,975 ------------- ------------- Cash flows provided by (used in) investing activities: Purchase of marketable securities................................ - (32,132) Proceeds from equipment sales.................................... 127,576 4,721,955 Proceeds from sale of marketable securities...................... 53,652 - Investment in EFG/Kirkwood....................................... (411,376) (1,212,000) Note receivable................................................. (50,500) - ------------- ------------- Net cash (used in) provided by investing activities....... (280,648) 3,477,823 ------------- ------------- Cash flows provided by (used in) financing activities: Principal payments--notes payable................................ (84,369) (135,562) Distributions paid............................................... (5,300,000) (1,654,038) Restricted cash.................................................. - 1,627,304 ------------- ------------- Net cash used in financing activities..................... (5,384,369) (162,296) ------------- ------------- Net (decrease) increase in cash and cash equivalents................ (4,796,365) 4,354,502 Cash and cash equivalents at beginning of period.................... 10,193,277 5,909,535 ------------- ------------- Cash and cash equivalents at end of period.......................... $ 5,396,912 $ 10,264,037 ============= ============= Supplemental disclosure of cash flow information: Cash paid during the period for interest......................... $ 35,688 $ 38,514 ============= ============= The accompanying notes are an integral part of these financial statements. 6 AFG INVESTMENT TRUST B NOTES TO THE FINANCIAL STATEMENTS September 30, 2000 (Unaudited) Note 1--Basis of Presentation The financial statements presented herein are prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions for preparing Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange Commission and are unaudited. As such, these financial statements do not include all information and footnote disclosures required under generally accepted accounting principles for complete financial statements and, accordingly, the accompanying financial statements should be read in conjunction with the footnotes presented in the 1999 Annual Report. Except as disclosed herein, there have been no material changes to the information presented in the footnotes to the 1999 Annual Report. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary to present fairly the financial position at September 30, 2000 and December 31, 1999 and results of operations for the three and nine months ended September 30, 2000 and 1999 have been made and are reflected. Note 2--Cash Equivalents and Marketable Securities The Trust considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Marketable securities consist of equity securities and debt securities that are classified as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of participants' capital. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income on the accompanying Statement of Operations. The Trust recorded a net unrealized loss on available-for-sale securities of $4,538 during the nine months ended September 30, 2000 that is included as a separate component of participants' capital. At September 30, 2000, total debt securities had an amortized cost of $72,996 and a fair value of $73,500. During the nine months ended September 30, 2000, total comprehensive income amounted to $834,380. Note 3--Revenue Recognition Rents are payable to the Trust monthly, quarterly or semi-annually and no significant amounts are calculated on factors other than the passage of time. The leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred. In certain instances, the Trust may enter primary-term, renewal or re-lease agreements which expire beyond the Trust's anticipated dissolution date. This circumstance is not expected to prevent the orderly wind-up of the Trust's business activities as the Managing Trustee and the Advisor would seek to sell the then-remaining equipment assets either to the lessee or to a third party, taking into consideration the amount of future noncancellable rental payments associated with the attendant lease agreements. Future minimum rents of $488,320 are due as follows: For the year ending September 30, 2001....................... $ 288,735 2002....................... 159,715 2003....................... 39,870 ---------- Total...................... $ 488,320 ========== 7 AFG INVESTMENT TRUST B NOTES TO THE FINANCIAL STATEMENTS--(Continued) Note 4--Equipment The following is a summary of equipment owned by the Trust at September 30, 2000. Remaining Lease Term (Months), as used below, represents the number of months remaining from September 30, 2000 under contracted lease terms and is presented as a range when more than one lease agreement is contained in the stated equipment category. A Remaining Lease Term equal to zero reflects equipment either held for sale or re-lease or being leased on a month-to-month basis. In the opinion of EFG, the acquisition cost of the equipment did not exceed its fair market value. Remaining Lease Term Equipment, Equipment Type (Months) at Cost -------------- -------- ------- Communications.................... 3 $ 2,703,590 Materials handling................ 0-25 2,019,310 Aircraft.......................... 27 1,239,741 Computers and peripherals......... 10 1,051,435 Construction and mining........... 3 219,162 Trailers/intermodal containers.... 5 56,976 Manufacturing..................... 0 41,694 ------------- Total equipment cost 7,331,908 Accumulated depreciation 6,246,551 ------------- Equipment, net of accumulated depreciation $ 1,085,357 ============= At September 30, 2000, the Trust's equipment portfolio included equipment having a proportionate original cost of $5,245,162, representing approximately 72% of total equipment cost. Certain of the Trust's equipment and the related lease streams were used to secure the Trust's term loans with third-party lenders. The preceding summary includes leveraged equipment having an aggregate original cost of approximately $1,240,000 and a net book value of $973,555 at September 30, 2000. The summary above includes fully-depreciated equipment held for sale or re- lease with a cost of $859,132. The Managing Trustee is actively seeking the sale or re-lease of all equipment not on lease. Note 5--Investment in EFG/Kirkwood On May 1, 1999, the Trust and three affiliated trusts (collectively the "Trusts") and another affiliate formed EFG/Kirkwood Capital LLC ("EFG/Kirkwood") for the purpose of acquiring preferred and common stock interests in Kirkwood Associates Inc. ("KAI"). The Trusts purchased Class A Interests in EFG/Kirkwood and the other affiliate purchased Class B Interests in EFG/Kirkwood. Generally, the Class A Interest holders are entitled to certain preferred returns prior to distribution payments to the Class B Interest holder. On May 1, 2000, the Trusts exchanged their interests in KAI common stock and preferred stock for corresponding pro-rata interests in Mountain Resort Holdings LLC ("Mountain Resort"). Mountain Resort owns a ski resort, a local public utility, and land which is held for development. The resort is located in Kirkwood, California and is approximately 30 miles from South Lake Tahoe, Nevada. Subsequent to making its investment in Mountain Resort, EFG/Kirkwood made a 50% investment in Mountain Springs Resorts LLC, an entity formed for the purpose of acquiring an ownership interest in a Colorado ski resort. The Trust's ownership interest in EFG/Kirkwood had a cost of $1,764,776, including a 1% acquisition fee ($17,473) paid to EFG. The Trust's investment in EFG/Kirkwood is accounted for on the equity method. 8 AFG INVESTMENT TRUST B NOTES TO THE FINANCIAL STATEMENTS--(Continued) Note 6--Related Party Transactions All operating expenses incurred by the Trust are paid by EFG on behalf of the Trust and EFG is reimbursed at its actual cost for such expenditures. Fees and other costs incurred during the nine month periods ended September 30, 2000 and 1999, which were paid or accrued by the Trust to EFG or its Affiliates, are as follows: For the nine months ended September 30, 2000 1999 ---------- ---------- Management fees.......................................... $ 51,212 $ 51,651 Acquisition fees......................................... 4,810 12,321 Administrative charges................................... 82,027 101,338 Reimbursable operating expenses due to third parties..... 100,079 387,096 ---------- ---------- Total............................................... $ 238,128 $ 552,406 ========== ========== All rents and proceeds from the sale of equipment are paid directly to either EFG or to a lender. EFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Trust. At September 30, 2000, the Trust was owed $35,952 by EFG for such funds and the interest thereon. These funds were remitted to the Trust in October 2000. Note 7--Notes Payable Notes payable at September 30, 2000 consisted of an installment note of $572,085 payable to an institutional lender. The note bears a fluctuating interest rate based on LIBOR (approximately 6.62% at September 30, 2000) plus a margin. The installment note is non-recourse and is collateralized by the Trust's interest in an aircraft leased to Reno Air, Inc. and the assignment of the related lease payments. The Trust has a balloon payment obligation of $282,421 at the expiration of the related lease term in January 2003. The carrying amount of the note approximates fair value at September 30, 2000. The annual maturities of the note are as follows: For the year ending September 30, 2001........................ $ 121,614 2002........................ 133,242 2003........................ 317,229 ---------- Total....................... $ 572,085 ========== Note 8--Guaranty Agreement On March 8, 2000, the Trust and three affiliated trusts entered into a guaranty agreement whereby the trusts, jointly and severally, have guaranteed the payment obligations under a master lease agreement between Echelon Commercial LLC, a newly-formed Delaware company that is controlled by Gary D. Engle, President and Chief Executive Officer of EFG, as lessee, and Heller Affordable Housing of Florida, Inc., and two other entities, as lessor ("Heller"). The lease payments of Echelon Commercial LLC to Heller are supported by lease payments to Echelon Commercial LLC from various sub-lessees who are parties to commercial and residential lease agreements under the master lease agreement. The guarantee of lease payments by the Trust and the three affiliated trusts is capped at 9 AFG INVESTMENT TRUST B NOTES TO THE FINANCIAL STATEMENTS--(Continued) Note 8--Guaranty Agreement (continued) a maximum of $34,500,000 excluding expenses that could result in the event that Echelon Commercial LLC experiences a default under the terms of the master lease agreement. An agreement among the four trusts provides that the Trust is responsible for 11.58% of the current guaranteed amount, or $2,765,198 at September 30, 2000. In consideration for its guarantee, the Trust will receive an annualized fee equal to 4% of the average guarantee amount outstanding during each quarterly period. Accrued but unpaid fees will accrue and compound interest quarterly at an annualized interest rate of 7.5% until paid. The Trust will receive minimum aggregate fees for its guarantee of not less than $115,800, excluding interest. During the nine months ended September 30, 2000, the Trust received an upfront cash fee of $57,900 and recognized $79,296 of income related to this guaranty fee. The guaranty fee is reflected as Other Income on the accompanying Statement of Operations for the nine months ended September 30, 2000. 10 AFG INVESTMENT TRUST B FORM 10-Q PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Certain statements in this quarterly report of AFG Investment Trust B (the "Trust") that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to a variety of risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the collection of the Trust's contracted rents, the realization of residual proceeds for the Trust's equipment, the performance of the Trust's non-equipment investments, and future economic conditions. Three and nine months ended September 30, 2000 compared to the three and nine months ended September 30, 1999 Results of Operations For the three and nine months ended September 30, 2000, the Trust recognized lease revenue of $238,160 and $801,568, respectively, compared to $306,090 and $976,481 for the same periods in 1999. The decrease in lease revenue from 1999 to 2000 resulted primarily from lease term expirations and the sale of equipment. The level of lease revenue to be recognized by the Trust in the future may be impacted by future reinvestment; however, the extent of such impact cannot be determined at this time. The Trust's equipment portfolio includes certain assets in which the Trust holds a proportionate ownership interest. In such cases, the remaining interests are owned by EFG or an affiliated equipment leasing program sponsored by EFG. Proportionate equipment ownership enables the Trust to further diversify its equipment portfolio by participating in the ownership of selected assets, thereby reducing the general levels of risk which could result from a concentration in any single equipment type, industry or lessee. The Trust and each affiliate individually report, in proportion to their respective ownership interests, their respective shares of assets, liabilities, revenues, and expenses associated with the equipment. Interest income for the three and nine months ended September 30, 2000 was $94,054 and $272,352, respectively, compared to $129,870 and $395,050 for the same periods in 1999. Generally, interest income is generated from the temporary investment of rental receipts and equipment sales proceeds in short-term instruments. Interest income in 1999 also included interest earned on proceeds from the issuance of the Trust's Class B Interests in 1997. The amount of future interest income is expected to fluctuate as a result of changing interest rates and the amount of cash available for investment, among other factors. In addition, the Trust made a distribution of $5,300,000 in January 2000, which resulted in a reduction in cash available for investment. During the three and nine months ended September 30, 2000, the Trust sold fully-depreciated equipment and equipment having a net book value of $91,452 to existing lessees and third parties. These sales resulted in a net gain, for financial statement purposes, of $16,000 and $36,124, respectively. 11 During the three and nine months ended September 30, 1999, the Trust sold equipment having a net book value of $28,337 and $4,227,238, respectively, to existing lessees and third parties. These sales resulted in a net gain for financial statement purposes of $20,414 and $494,717, respectively. It cannot be determined whether future sales of equipment will result in a net gain or a net loss to the Trust, as such transactions will be dependent upon the condition and type of equipment being sold and its marketability at the time of sale. In addition, the amount of gain or loss reported for financial statement purposes is partly a function of the amount of accumulated depreciation associated with the equipment being sold. The ultimate realization of residual value for any type of equipment is dependent upon many factors, including EFG's ability to sell and re-lease equipment. Changing market conditions, industry trends, technological advances, and many other events can converge to enhance or detract from asset values at any given time. EFG attempts to monitor these changes in order to identify opportunities which may be advantageous to the Trust and which will maximize total cash returns for each asset. The total economic value realized upon final disposition of each asset is comprised of all primary lease term revenue generated from that asset, together with its residual value. The latter consists of cash proceeds realized upon the asset's sale in addition to all other cash receipts obtained from renting the asset on a re-lease, renewal or month-to-month basis. The Trust classifies such residual rental payments as lease revenue. Consequently, the amount of gain or loss reported in the financial statements is not necessarily indicative of the total residual value the Trust achieved from leasing the equipment. During the nine months ended September 30, 2000, the Trust sold marketable securities, having a book value of $32,132, resulting in a gain for financial statement purposes, of $21,520. On March 8, 2000, the Trust and three affiliated trusts entered into a guaranty agreement whereby the trusts, jointly and severally, have guaranteed the payment obligations under a master lease agreement between Echelon Commercial LLC, as lessee, and Heller Affordable Housing of Florida, Inc., and two other entities, as lessor ("Heller"). In consideration for its guarantee, the Trust will receive an annualized fee equal to 4% of the average guarantee amount outstanding during each quarterly period. Accrued but unpaid fees will accrue and compound interest quarterly at an annualized interest rate of 7.5% until paid. During the nine months ended September 30, 2000, the Trust received an upfront cash fee of $57,900 and recognized $79,296 of income related to this guaranty fee. The guaranty fee is reflected as Other Income on the accompanying Statement of Operations for the nine months ended September 30, 2000. The Trust received $261,116 in 1999 as a breakage fee from a third-party seller in connection with a transaction for new investments that was canceled by the seller during the first quarter of 1999. This amount is reflected as Other Income on the accompanying Statement of Operations for the nine months ended September 30, 1999. Depreciation expense for the three and nine months ended September 30, 2000 was $32,487 and $103,442, respectively, compared to $72,672 and $591,376 for the same periods in 1999. For financial reporting purposes, to the extent that an asset is held on primary lease term, the Trust depreciates the difference between (i) the cost of the asset and (ii) the estimated residual value of the asset on a straight-line basis over such term. For purposes of this policy, estimated residual values represent estimates of equipment values at the date of primary lease expiration. To the extent that an asset is held beyond its primary lease term, the Trust continues to depreciate the remaining net book value of the asset on a straight-line basis over the asset's remaining economic life. Interest expense was $11,424 and $35,182, respectively, for the three and nine months ended September 30, 2000, compared to $12,433 and $37,934 for the same periods in 1999. Interest expense will continue to decrease in future periods as the principal balance of notes payable is reduced through the application of rent receipts to outstanding debt. 12 Management fees totaled $15,967 and $51,212, respectively, for the three and nine months ended September 30, 2000, compared to $18,045 and $51,651, respectively, for the same periods in 1999. Management fees are based on 5% of gross lease revenue generated by operating leases and 2% of gross lease revenue generated by full payout leases. Management fees also include a 1% management fee on non-equipment investments, excluding cash. Operating expenses consist principally of administrative charges, professional service costs, such as audit and legal fees, as well as printing, distribution and remarketing expenses. Operating expenses were $73,407 and $182,106, respectively, for the three and nine months ended September 30, 2000 compared to $118,002 and $488,434 for the same periods in 1999. Operating expenses were greater in 1999 primarily as a result of costs incurred of approximately $191,000 related to the repair and remarketing of an aircraft formerly leased to Alaska Airlines, Inc., in which the Trust held an interest. In addition, operating expenses in 1999 included an adjustment for 1998 actual administrative and third-party costs of approximately $46,000. The amount of future operating expenses cannot be predicted with certainty; however, such expenses are usually higher during the acquisition and liquidation phases of a trust. Other fluctuations typically occur in relation to the volume and timing of remarketing activities. Liquidity and Capital Resources and Discussion of Cash Flows The Trust by its nature is a limited life entity. As an equipment leasing program, the Trust's principal operating activities derive from asset rental transactions. Accordingly, the Trust's principal source of cash from operations is provided by the collection of periodic rents. These cash inflows are used to satisfy debt service obligations associated with leveraged leases, and to pay management fees and operating costs. Operating activities generated net cash inflows of $868,652 and $1,038,975 for the nine months ended September 30, 2000 and 1999, respectively. Future renewal, re-lease and equipment sale activities will cause a decline in the Trust's lease revenue and corresponding sources of operating cash. Expenses associated with rental activities, such as management fees, also will decline as the Trust experiences a higher frequency of remarketing events. The Trust's equipment is leased by a number of creditworthy, investment- grade companies and, to date, the Trust has not experienced any material collection problems and has not considered it necessary to provide an allowance for doubtful accounts. Notwithstanding a positive collection history, there is no assurance that all future contracted rents will be collected or that the credit quality of the Trust's lessees will be maintained. Collection risk could increase in the future, particularly as the Trust remarkets its equipment and enters re-lease agreements with different lessees. The Managing Trustee will continue to evaluate and monitor the Trust's experience in collecting accounts receivable to determine whether a future allowance for doubtful accounts may become appropriate. Cash expended for asset acquisitions and cash realized from asset disposal transactions are reported under investing activities on the accompanying Statement of Cash Flows. During the nine months ended September 30, 2000 and 1999, the Trust expended $411,376 and $1,212,000, respectively, for its investment in EFG/Kirkwood (See Note 5 to the financial statements herein). The Trust loaned $50,500 to a third party and expended $32,132 to purchase marketable securities during the nine months ended September 30, 2000 and 1999, respectively. During the nine months ended September 30, 2000, the Trust realized net cash proceeds from equipment disposals of $127,576 compared to $4,721,955 for the same period in 1999. Sales proceeds in 1999 include $4,619,262 related to the Trust's 39.59% interest in a McDonnell Douglas MD-82 aircraft formerly leased to Alaska Airlines, Inc., which was sold in January 1999. Future inflows of cash from equipment disposals will vary in timing and amount and will be influenced by many factors including, but not limited to, the frequency and timing of lease expirations, the type of equipment being sold, its condition and age, and future market conditions. The Trust also realized proceeds from the sale of marketable securities of $53,652 during the nine months ended September 30, 2000. 13 At September 30, 2000, the Trust was due aggregate future minimum lease payments of $488,320 from contractual lease agreements, a portion of which will be used to amortize the principal balance of notes payable of $572,085. See Notes 3 and 7 to the financial statements herein. Additional cash inflows will be realized from future remarketing activities, such as lease renewals and equipment sales, the timing and extent of which cannot be predicted with certainty. This is because the timing and extent of equipment sales is often dependent upon the needs and interests of the existing lessees. Some lessees may choose to renew their lease contracts, while others may elect to return the equipment. In the latter instances, the equipment could be re-leased to another lessee or sold to a third party. Accordingly, as the Trust matures and a greater level of its equipment assets becomes available for remarketing, the cash flows of the Trust will become less predictable. In accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities", marketable debt and equity securities classified as available-for-sale are required to be carried at fair value. During the nine months ended September 30, 2000, the Trust recorded a net unrealized loss on available-for-sale securities of $4,538. The Trust obtained long-term financing in connection with certain equipment leases. The repayments of principal related to such indebtedness are reported as a component of financing activities. At September 30, 2000, the Trust had only one debt obligation outstanding pertaining to its ownership interest in an aircraft leased to Reno Air, Inc. That note will be partially amortized by the remaining contracted lease payments. Upon expiration of the lease agreement in 2003, the Trust will have a balloon payment obligation of $282,421 to retire this indebtedness. The Managing Trustee has evaluated and pursued a number of potential new investments, several of which the Managing Trustee concluded had market returns that it believed were less than adequate given the potential risks. Most transactions involved the equipment leasing, business finance and real estate development industries. Although the Managing Trustee intends to continue to evaluate additional new investments, it anticipates that the Trust will be able to fund these new investments with cash on hand or other sources, such as the proceeds from future asset sales or refinancings and new indebtedness. As a result, the Trust declared a special cash distribution during the fourth quarter of 1999 to the Trust Beneficiaries totaling $5,300,000, which was paid on January 19, 2000. After the special distribution on January 19, 2000, the Trust adopted a new distribution policy and suspended the payment of regular monthly cash distributions. The Managing Trustee presently does not expect to reinstate cash distributions until expiration of the Trust's reinvestment period in December 2001; however, the Managing Trustee will periodically review and consider other one-time distributions. In addition to maintaining sale proceeds for reinvestment, the Managing Trustee expects that the Trust will retain cash from operations to fully retire its balloon debt obligation and for the continued maintenance of the Trust's assets. The Managing Trustee believes that this change in policy is in the best interests of the Trust over the long term and will have the added benefit of reducing the Trust's distribution expenses. In the future, the nature of the Trust's operations and principal cash flows will continue to shift from rental receipts to equipment sale proceeds as the Trust matures and changes as a result of potential new investments not consisting of equipment acquisitions. As this occurs, the Trust's cash flows resulting from equipment investments may become more volatile in that certain of the Trust's equipment leases will be renewed and certain of its assets will be sold. In some cases, the Trust may be required to expend funds to refurbish or otherwise improve the equipment being remarketed in order to make it more desirable to a potential lessee or purchaser. The Trust's Advisor, EFG, and the Managing Trustee will attempt to monitor and manage these events in order to maximize the residual value of the Trust's equipment and will consider these factors, in addition to new investment activities, the collection of contractual rents, the retirement of scheduled indebtedness, and the Trust's future working capital requirements, in establishing the amount and timing of future cash distributions. 14 In accordance with the Trust Agreement, upon the dissolution of the Trust, the Managing Trustee will be required to contribute to the Trust an amount equal to any negative balance which may exist in the Managing Trustee's tax capital account. At December 31, 1999, the Managing Trustee had a positive tax capital account balance. No such requirement exists with respect to the Special Beneficiary. 15 AFG INVESTMENT TRUST B FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings Response: None Item 2. Changes in Securities Response: None Item 3. Defaults upon Senior Securities Response: None Item 4. Submission of Matters to a Vote of Security Holders Response: None Item 5. Other Information Response: None Item 6(a). Exhibits 27 Financial Data Schedule Item 6(b). Reports on Form 8-K Response: None 16 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant and in the capacity and on the date indicated. AFG INVESTMENT TRUST B By: AFG ASIT Corporation, a Massachusetts corporation and the Managing Trustee of the Registrant. By: /s/ MICHAEL J. BUTTERFIELD Michael J. Butterfield Treasurer of AFG ASIT Corporation (Duly Authorized Officer and Principal Accounting Officer) Date: November 14, 2000 17