UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/XX/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ------------------------
For Quarter Ended June 30, 1999 Commission File No. 0-21444
AFG Investment Trust C
----------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3157232
- --------------------------------------- -----------------------
(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
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- --------------------------------------------------------------------------------
(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 C
FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 1999 and December 31, 1998 3
Statement of Operations
for the three and six months ended June 30, 1999 and 1998 4
Statement of Changes in Participants' Capital
for the six months ended June 30, 1999 5
Statement of Cash Flows
for the six months ended June 30, 1999 and 1998 6
Notes to the Financial Statements 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-16
PART II. OTHER INFORMATION:
Items 1 - 6 17
2
AFG Investment Trust C
STATEMENT OF FINANCIAL POSITION
June 30, 1999 and December 31, 1998
(Unaudited)
June 30, December 31,
1999 1998
----------------- -----------------
ASSETS
Cash and cash equivalents $ 23,479,321 $ 17,025,123
Restricted cash 1,513,639 4,919,327
Marketable securities 141,231 --
Rents receivable 313,061 341,111
Accounts receivable - affiliate 432,984 678,673
Loan receivable - Kettle Valley 50,604 --
Investment in Kettle Valley 4,472,129 --
Investment in Kirkwood 2,424,000 --
Equipment at cost, net of accumulated depreciation
of $34,492,180 and $42,241,976 at June 30, 1999
and December 31, 1998, respectively 41,543,685 49,944,695
----------------- -----------------
Total assets $ 74,370,654 $ 72,908,929
----------------- -----------------
----------------- -----------------
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable $ 34,676,351 $ 35,072,883
Accrued interest 319,764 229,115
Accrued liabilities 290,425 311,500
Accrued liabilities - affiliates 1,098,679 54,202
Deferred rental income 116,741 481,439
Other liabilities 1,524,803 --
Cash distributions payable to participants 1,831,575 399,296
----------------- -----------------
Total liabilities 39,858,338 36,548,435
----------------- -----------------
Participants' capital (deficit):
Managing Trustee 11,158 12,631
Special Beneficiary 92,057 104,209
Class A Beneficiary Interests (1,787,153 Interests;
initial purchase price of $25 each) 28,319,075 30,022,170
Class B Beneficiary Interests (3,024,740 Interests;
initial purchase price of $5 each) 8,428,393 8,559,851
Treasury Interests (223,861 Class A Interests at Cost) (2,338,367) (2,338,367)
----------------- -----------------
Total participants' capital 34,512,316 36,360,494
----------------- -----------------
Total liabilities and participants' capital $ 74,370,654 $ 72,908,929
----------------- -----------------
----------------- -----------------
The accompanying notes are an integral
part of these financial statements.
3
AFG Investment Trust C
STATEMENT OF OPERATIONS
for the three and six months ended June 30, 1999 and 1998
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
-------------- -------------- -------------- --------------
Income:
Lease revenue $ 2,765,585 $ 4,077,757 $ 5,618,204 $ 8,179,332
Interest income 314,125 295,366 591,979 559,444
Gain (loss) on sale of equipment 633,259 (218,327) 954,733 2,065,984
Other income -- -- 261,116 --
--------------- --------------- --------------- ---------------
Total income 3,712,969 4,154,796 7,426,032 10,804,760
--------------- --------------- --------------- ---------------
Expenses:
Depreciation 1,565,595 2,693,747 3,360,214 5,541,624
Interest expense 658,227 774,591 1,316,284 1,619,558
Equipment management fees
- affiliate 134,620 176,100 264,724 352,323
Operating expenses - affiliate 224,012 219,893 517,631 327,787
--------------- --------------- --------------- ---------------
Total expenses 2,582,454 3,864,331 5,458,853 7,841,292
--------------- --------------- --------------- ---------------
Net income $ 1,130,515 $ 290,465 $ 1,967,179 $ 2,963,468
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
Net income
per Class A Beneficiary Interest $ 0.37 $ 0.09 $ 0.66 $ 0.52
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
per Class B Beneficiary Interest $ 0.11 $ 0.04 $ 0.19 $ 0.21
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
Cash distributions declared
per Class A Beneficiary Interest $ 1.21 $ 0.41 $ 1.62 $ 0.82
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
per Class B Beneficiary Interest $ 0.11 $ 0.16 $ 0.23 $ 0.33
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
The accompanying notes are an integral
part of these financial statements.
4
AFG Investment Trust C
STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL
for the six months ended June 30, 1999
(Unaudited)
Managing Special
Trustee Beneficiary Class a Beneficiaries
Amount Amount Interests Amount
-------------- -------------- -------------- ---------------
Balance at December 31, 1998 $ 12,631 $ 104,209 1,787,153 $ 30,022,170
Net income 22,358 184,452 -- 1,185,100
Unrealized gain on marketable
securities 127 1,048 -- 7,760
------------- -------------- -------------- ---------------
Comprehensive income 22,485 185,500 -- 1,192,860
------------- -------------- -------------- ---------------
Cash distributions declared (23,958) (197,652) -- (2,895,955)
------------- -------------- -------------- ---------------
Balance at June 30, 1999 $ 11,158 $ 92,057 1,787,153 $ 28,319,075
------------- -------------- -------------- ---------------
------------- -------------- -------------- ---------------
Class B Beneficiaries Treasury
Interests Amount Interests Total
-------------- --------------- -------------- ----------
Balance at December 31, 1998 3,024,740 $ 8,559,851 $ (2,338,367) $ 36,360,494
Net income -- 575,269 -- 1,967,179
Unrealized gain on marketable
securities -- 3,767 -- 12,702
-------------- --------------- -------------- ---------------
Comprehensive income -- 579,036 -- 1,979,881
-------------- --------------- -------------- ---------------
Cash distributions declared -- (710,494) -- (3,828,059)
-------------- --------------- -------------- ---------------
Balance at June 30, 1999 3,024,740 $ 8,428,393 $ (2,338,367) $ 34,512,316
-------------- --------------- -------------- ---------------
-------------- --------------- -------------- ---------------
The accompanying notes are an integral
part of these financial statements.
5
AFG Investment Trust C
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1999 and 1998
(Unaudited)
1999 1998
--------------- ---------------
Cash flows from (used in) operating activities:
Net income $ 1,967,179 $ 2,963,468
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 3,360,214 5,541,624
Gain on sale of equipment (954,733) (2,065,984)
Changes in assets and liabilities
Decrease (increase) in:
Rents receivable 28,050 67,367
Accounts receivable - affiliate 245,689 (454,700)
Loan receivable - Kettle Valley (50,604) --
Increase (decrease) in:
Accrued interest 90,649 368,599
Accrued liabilities (21,075) 127,020
Accrued liabilities - affiliates 1,044,477 (94,456)
Deferred rental income (364,698) 97,887
--------------- ---------------
Net cash from operating activities 5,345,148 6,550,825
--------------- ---------------
Cash flows from (used in) investing activities:
Investment in Kettle Valley (3,139,648) --
Investment in Kirkwood (2,424,000) --
Purchase of marketable securities (128,529) --
Other liabilities 1,524,803 --
Proceeds from equipment sales 5,995,529 3,130,915
--------------- ---------------
Net cash from investing activities 1,828,155 3,130,915
--------------- ---------------
Cash flows from (used in) financing activities:
Principal payments - notes payable (1,729,013) (2,269,700)
Distributions paid (2,395,780) (2,710,800)
Restricted cash 3,405,688 --
--------------- ---------------
Net cash used in financing activities (719,105) (4,980,500)
--------------- ---------------
Net increase in cash and cash equivalents 6,454,198 4,701,240
Cash and cash equivalents at beginning of period 17,025,123 8,843,640
--------------- ---------------
Cash and cash equivalents at end of period $ 23,479,321 $ 13,544,880
--------------- ---------------
--------------- ---------------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,225,635 $ 1,250,959
--------------- ---------------
--------------- ---------------
Supplemental disclosure of non-cash activity:
See Note 4 to the financial statements.
The accompanying notes are an integral
part of these financial statements.
6
AFG Investment Trust C
Notes to the Financial Statements
June 30, 1999
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles and 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 1998 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1998 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at June 30, 1999 and December 31, 1998 and results of operations for
the three and six months ended June 30, 1999 and 1998 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 which 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 Trust recorded an
unrealized gain on available-for-sale securities of $12,702 during the six
months ended June 30, 1999 that is included as a separate component of
participants' capital.
At June 30, 1999, the Trust had $2,174,174 invested in federal agency
discount notes and reverse repurchase agreements secured by U.S. Treasury Bills
or interests in U.S. Government securities. Such cash includes $1,513,639 which
is classified as Restricted Cash and represents funds designated to pay a
special cash distribution to Class A Beneficiaries in conjunction with the
settlement of the Class Action Lawsuit referred to in Notes 9 and 10.
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 $16,009,583 are due as follows:
For the year ending June 30, 2000 $ 7,384,010
2001 4,066,745
2002 2,076,704
2003 1,850,540
2004 631,584
------------------
Total $ 16,009,583
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------------------
7
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
NOTE 4 - INVESTMENT IN KETTLE VALLEY
On March 1, 1999, the Trust and an affiliated trust (collectively, the
"Buyers") formed EFG/Kettle Development LLC, a Delaware limited liability
company, for the purpose of acquiring a 49.9% indirect ownership interest (the
"Interest") in a real estate development in Kelowna, British Columbia called
Kettle Valley. EFG/Kettle Development LLC, upon receiving the Buyers' equity
investment, purchased the Interest from a special purpose company ("SPC") whose
subsidiaries own a 99.9% limited partnership interest in Kettle Valley
Development Limited Partnership ("KVD LP"). The SPC and its subsidiaries were
established by the seller, in part, for income tax purposes and have no business
interests other than the development of Kettle Valley. KVD LP is a Canadian
Partnership that owns the property, consisting of approximately 280 acres of
land. The project, which is in the early stages of being marketed to home
buyers, is zoned for 1,000 residential units in addition to commercial space
that, currently, is being constructed. The seller is an unaffiliated third-party
company and has retained the remaining 50.1% ownership interest in the SPC. A
newly organized Canadian affiliate of EFG replaced the original general partner
of KVD LP on March 1, 1999.
The Trust's ownership share in EFG/Kettle Development LLC is 50.604% and
had a cost of $4,427,850, which was funded with cash of $3,095,369 and a
non-recourse note for $1,332,481. The note bears interest at an annualized rate
of 7.5% and will be fully amortized over 34 months commencing April 1, 1999. The
note is secured only by the Trust's stock interests in the SPC. In addition, the
seller purchased a residual sharing interest in a Boeing 767-300 owned by the
Buyers and leased to Scandinavian Airlines System ("SAS"). The seller paid
$3,013,206 to the Buyers ($1,524,803, or 50.604% to the Trust) for the residual
interest, which is subordinate to certain preferred payments to be made to the
Buyers in connection with the aircraft. Payment of the residual interest is due
only to the extent that the Trust receives net residual proceeds from the
aircraft. The residual interest is non-recourse to the Buyers and is reflected
as Other Liabilities on the accompanying Statement of Financial Position at June
30, 1999. Investment in Kettle Valley at June 30, 1999 represents the actual
cost paid by the Trust plus a 1% acquisition fee.
NOTE 5 - INVESTMENT IN 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 holders. KAI owns a ski resort, a
local public utility, and significant land which is held for development. The
resort is located in Kirkwood, California and is approximately 30 miles from
South Lake Tahoe, Nevada. The Trust's ownership interest in EFG/Kirkwood had a
cost of $2,424,000, including a 1% acquisition fee ($24,000) paid to EFG. At
June 30, 1999, the Trust owed $900,000 to an affiliate related to this
transaction which is included in Accrued Liabilities - Affiliates on the
accompanying Statement of Financial Position at June 30, 1999. This amount was
paid in July 1999.
NOTE 6 - EQUIPMENT
The following is a summary of equipment owned by the Trust at June 30,
1999. Remaining Lease Term (Months), as used below, represents the number of
months remaining from June 30, 1999 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.
8
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
Remaining
Lease Term Equipment
Equipment Type (Months) At Cost
- ----------------------------------- ------------- --------------
Aircraft 4-42 $ 40,067,071
Locomotives 12-57 9,179,509
Manufacturing 6-50 9,053,648
Construction and mining 0-18 6,071,695
Materials handling 0-44 5,840,222
Computers and peripherals 0-6 2,258,386
Research & test 0-21 1,667,223
Retail store fixtures 0-3 1,540,586
Furniture & fixtures 0 203,261
Communications 0 151,460
Photocopying 0 2,804
--------------
Total equipment cost 76,035,865
Accumulated depreciation (34,492,180)
--------------
Equipment, net of accumulated depreciation $ 41,543,685
--------------
--------------
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.
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. At June 30, 1999, the
Trust's equipment portfolio included equipment having a proportionate original
cost of $51,320,903, representing approximately 67% of total equipment cost.
At June 30, 1999, the cost and net book value of equipment held for sale or
re-lease was approximately $2,105,000 and $2,000, respectively. The Managing
Trustee is actively seeking the sale or re-lease of all equipment not on lease.
NOTE 7 - 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 each of the six month periods ended June 30,
1999 and 1998, which were paid or accrued by the Trust to EFG or its Affiliates,
are as follows:
1999 1998
--------------- ---------------
Equipment management fees $ 264,724 $ 352,323
Acquisition fees 25,285 --
Administrative charges 109,842 45,372
Reimbursable operating expenses
due to third parties 407,789 282,415
--------------- ----------------
Total $ 807,640 $ 680,110
--------------- ----------------
--------------- ----------------
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
June 30, 1999, the Trust was owed $432,984 by EFG for such funds and the
interest thereon. These funds were remitted to the Trust in July 1999.
9
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
Administrative charges represent amounts owed to EFG, pursuant to
Section 10.4(c) of the Trust Agreement, for persons employed by EFG who are
engaged in providing administrative services to the Trust. Administrative
charges and reimburseable operating expenses for the six months ended June
30, 1999 include adjustments for 1998 actual costs of approximately $43,000
and $31,000, respectively.
NOTE 8 - NOTES PAYABLE
Notes payable at June 30, 1999 consisted of installment notes of
$34,676,351 payable to banks and institutional lenders. The notes bear interest
rates ranging between 6.76% and 14.46%, except for one note which bears a
fluctuating interest rate based on LIBOR (4.99% at June 30, 1999) plus a margin.
All of the installment notes are non-recourse and are collateralized by the
equipment and assignment of the related lease payments, except for one note
which is collateralized by certain stock interests (see Note 4). Generally, the
installment notes will be fully amortized by noncancellable rents. However, the
Trust has balloon payment obligations of $20,469,318, $2,717,790 and $282,421 at
the expiration of the lease terms related to an aircraft leased to SAS, certain
rail equipment and its interest in an aircraft leased to Reno Air, Inc.,
respectively. The carrying amount of notes payable approximates fair value at
June 30, 1999.
The annual maturities of notes payable are as follows:
For the year ending June 30, 2000 $ 3,877,196
2001 26,200,297
2002 2,024,188
2003 1,959,441
2004 615,229
--------------
Total $ 34,676,351
--------------
--------------
NOTE 9 - LEGAL PROCEEDINGS
On or about January 15, 1998, certain plaintiffs (the "Plaintiffs") filed a
class and derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the United States District Court
for the Southern District of Florida (the "Court") on behalf of a proposed class
of investors in 28 equipment leasing programs sponsored by EFG, including the
Trust (collectively, the "Nominal Defendants"), against EFG and a number of its
affiliates, including the Managing Trustee, as defendants (collectively, the
"Defendants"). Certain of the Plaintiffs, on or about June 24, 1997, had filed
an earlier derivative action, captioned LEONARD ROSENBLUM, ET AL. V. EQUIS
FINANCIAL GROUP LIMITED PARTNERSHIP, ET AL., in the Superior Court of the
Commonwealth of Massachusetts on behalf of the Nominal Defendants against the
Defendants. Both actions are referred to herein collectively as the "Class
Action Lawsuit." The Class Action Lawsuit was divided into two sub-classes on
March 22, 1999.
On May 26, 1999, the Court issued its Order and Final Judgment approving
settlement of the Class Action Lawsuit with respect to claims asserted by the
Plaintiffs on behalf of the sub-class that includes the Trust. Claims involving
the second sub-class, not including the Trust, remain pending. As a result of
the settlement, the Trust declared a special cash distribution of $1,513,639,
including legal fees for Plaintiffs' counsel of $81,360, that was paid in July
1999. In addition, the parent company of the Managing Trustee, Equis II
Corporation, agreed to commit $3,405,688 of its Class B Capital Contributions
(paid in connection with its purchase of Class B Interests in July 1997) to the
Trust for the Trust's investment purposes. In the absence of this commitment,
Equis II Corporation would have been entitled to receive a Class B Capital
Distribution for this amount pursuant to the Trust Agreement, as amended. The
Trust's share of legal fees and expenses related to the Class Action Lawsuit,
including the fees for Plaintiff's counsel referenced above, is estimated to be
approximately $280,000, all of which was accrued and expensed by the Trust in
1998.
10
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
In addition to the foregoing, the Trust is a party to other lawsuits that
have arisen out of the conduct of its business, principally involving disputes
or disagreements with lessees over lease terms and conditions. The following
action was resolved during the quarter ended June 30, 1999:
ACTION INVOLVING NATIONAL STEEL CORPORATION
EFG, on behalf of the Trust and certain affiliated investment programs
(collectively, the "Plaintiffs"), filed an action in the Commonwealth of
Massachusetts Superior Court, Department of the Trial Court in and for the
County of Suffolk on July 27, 1995, for damages and declaratory relief against a
lessee of the Trust, National Steel Corporation ("National Steel"). The
Complaint seeks reimbursement from National Steel of certain sales and/or use
taxes paid to the State of Illinois in connection with equipment leased by
National Steel from the Plaintiffs and other remedies provided under the Master
Lease Agreement ("MLA"). On August 30, 1995, National Steel filed a Notice of
Removal, which removed the case to United States District Court, District of
Massachusetts. On September 7, 1995, National Steel filed its Answer to the
Plaintiff's Complaint along with Affirmative Defenses and Counterclaims and
sought declaratory relief, alleging breach of contract, implied covenant of good
faith and fair dealing, and specific performance. The Plaintiffs filed an Answer
to National Steel's Counterclaims on September 29, 1995. The parties discussed
settlement with respect to this matter for some time; however, the negotiations
were unsuccessful. The Plaintiffs filed an Amended and Supplemental Complaint
alleging further default under the MLA and filed a motion for Summary Judgment
on all claims and Counterclaims. The Court held a hearing on the Plaintiff's
motion in December 1997 and later entered a decision dismissing certain of
National Steel's Counterclaims, finding in favor of the Plaintiffs on certain
issues and in favor of National Steel on other issues. On May 11, 1999, the
parties executed a comprehensive settlement agreement to resolve all outstanding
issues, including reimbursement to the Trust for the disputed sales tax items
referenced above. This matter did not have a material effect on the Trust's
financial position or results of operations.
NOTE 10 - SUBSEQUENT EVENT
In July 1999, the Trust distributed $1,513,639, including legal fees of
$81,360 paid to Plaintiffs' counsel, as a special cash distribution in
connection with the settlement of the Class Action Lawsuit described in Note 9
above.
11
AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
AFG Investment Trust C (the "Trust") commenced operations in 1992 and,
pursuant to its Trust Agreement, the Trust is scheduled to be dissolved by
December 31, 2004. The Trust was a Nominal Defendant in a Class Action Lawsuit
that was settled, with respect to the Trust and certain affiliates, in May 1999.
See Note 9 to the accompanying financial statements.
Certain statements in this quarterly report 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, and future economic conditions.
YEAR 2000 ISSUE
The Year 2000 Issue generally refers to the capacity of computer
programming logic to correctly identify the calendar year. Many companies
utilize computer programs or hardware with date sensitive software or embedded
chips that could interpret dates ending in "00" as the year 1900 rather than the
year 2000. In certain cases, such errors could result in system failures or
miscalculations that disrupt the operations of the affected businesses. The
Trust uses information systems provided by Equis Financial Group Limited
Partnership (formerly American Finance Group) ("EFG") and has no information
systems of its own. EFG has adopted a plan to address the Year 2000 Issue that
consists of four phases: assessment, remediation, testing, and implementation
and has elected to utilize principally internal resources to perform all phases.
EFG has completed substantially all of its Year 2000 project at an aggregate
cost of less than $50,000 and at a di minimus cost to the Trust. All costs
incurred in connection with EFG's Year 2000 project have been expensed as
incurred.
EFG's primary information software was coded by a third party at the point
of original design to use a four digit field to identify calendar year. All of
the Trust's lease billings, cash receipts and equipment remarketing processes
are performed using this proprietary software. In addition, EFG has gathered
information about the Year 2000 readiness of significant vendors and third party
servicers and continues to monitor developments in this area. All of EFG's
peripheral computer technologies, such as its network operating system and
third-party software applications, including payroll, depreciation processing,
and electronic banking, have been evaluated for potential programming changes
and have required only minor modifications to function properly with respect to
dates in the year 2000 and thereafter. EFG understands that each of its and the
Trust's significant vendors and third-party servicers are in the process, or
have completed the process, of making their systems Year 2000 compliant.
Substantially all parties queried have indicated that their systems are Year
2000 compliant.
Presently, EFG is not aware of any outside customer with a Year 2000 Issue
that would have a material effect on the Trust's results of operations,
liquidity, or financial position. The Trust's equipment leases were structured
as triple net leases, meaning that the lessees are responsible for, among other
things, (i) maintaining and servicing all equipment during the lease term, (ii)
ensuring that all equipment functions properly and is returned in good
condition, normal wear and tear excepted, and (iii) insuring the assets against
casualty and other events of loss. Non-compliance with lease terms on the part
of a lessee, including failure to address Year 2000 Issues could result in lost
revenues and impairment of residual values of the Trust's equipment assets under
a worst-case scenario.
EFG believes that its Year 2000 compliance plan will be effective in
resolving all material Year 2000 risks in a timely manner and that the Year 2000
Issue will not pose significant operational problems with respect to its
computer systems or result in a system failure or disruption of its or the
Trust's business operations. However, EFG has no means of ensuring that all
customers, vendors and third-party servicers will conform ultimately to Year
2000 standards. The effect of this risk to the Trust is not determinable.
12
AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
THREE AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE AND SIX MONTHS
ENDED JUNE 30, 1998:
RESULTS OF OPERATIONS
For the three and six months ended June 30, 1999, the Trust recognized
lease revenue of $2,765,585 and $5,618,204, respectively, compared to $4,077,757
and $8,179,332 for the same periods in 1998. The decrease in lease revenue from
1998 to 1999 resulted principally 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 six months ended June 30, 1999 was
$314,125 and $591,979, respectively, compared to $295,366 and $559,444 for the
same periods in 1998. Generally, interest income is generated from the temporary
investment of rental receipts and equipment sale proceeds in short-term
instruments. Interest income in 1999 and 1998 includes interest earned on
proceeds resulting from the issuance of Class B Interests. Future interest
income will fluctuate as a result of changing interest rates, the collection of
lease revenue and the proceeds from equipment sales, among other factors.
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 in the first quarter of 1999. This amount is reflected as Other
Income on the accompanying Statement of Operations for the six months ended June
30, 1999.
During the three and six months ended June 30, 1999, the Trust sold
equipment having a net book value of $406,294 and $5,040,796 to existing lessees
and third parties. These sales resulted in a net gain, for financial statement
purposes, of $633,259 and $954,733, respectively.
During the three and six months ended June 30, 1998, the Trust sold
equipment having a net book value of $930,201 and $1,064,931 to existing lessees
and third parties. These sales resulted in a net loss, for financial statement
purposes, of $218,327 for the three months ended June 30, 1998 and a net gain,
for financial statement purposes, of $2,065,984, for the six months ended June
30, 1998.
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 for 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
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AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
sale in addition to all other cash receipts obtained from renting the asset on a
release, 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.
Depreciation expense for the three and six months ended June 30, 1999 was
$1,565,595 and $3,360,214, respectively, compared to $2,693,747 and $5,541,624
for the same periods in 1998. 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 $658,227 and $1,316,284 or 24% and 23% of lease
revenue, for the three and six months ended June 30, 1999, respectively,
compared to $774,591 and $1,619,558, or 19% and 20% of lease revenue, for the
same periods in 1998. Interest expense in future periods is expected to decline
as the principal balance of notes payable is reduced through the application of
rent receipts to outstanding indebtedness. However, to the extent that
reinvestment assets are acquired using financing, future interest expense could
increase.
Management fees were 4.9% and 4.7% of lease revenue for the three and six
months ended June 30, 1999, compared to 4.3% of lease revenue for the same
periods in 1998. 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
$224,012 and $517,631 for the three and six months ended June 30, 1999,
respectively, compared to $219,893 and $327,787 for the same periods in 1998.
Operating expenses were higher in 1999 principally as a result of costs
incurred of approximately $206,000 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 include an adjustment
for 1998 actual administrative and third party costs of approximately
$74,000. The increase in operating expenses from 1998 to 1999 was partially
offset by legal fees accrued in 1998 related to the Class Action Lawsuit
described in Note 9 to the financial statements. 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 $5,345,148 and $6,550,825 for the six months ended June 30, 1999 and
1998, respectively. Future renewal, re-lease and equipment sale activities will
cause a decline in the Trust's primary-term lease revenues and corresponding
sources of operating cash. Overall, expenses associated with rental activities,
such as management fees, and net cash flow from operating activities also will
decline as the Trust experiences a higher frequency of remarketing events.
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AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 six months ended June 30, 1999, the Trust
expended $3,139,648 to acquire its investment in Kettle Valley. In connection
with the investment, the Trust was paid $1,524,803 for a residual interest in an
aircraft in which the Trust owns an interest (see Note 4 for discussion of this
transaction). Also during the six months ended June 30, 1999, the Trust expended
$2,424,000 to acquire its investment in Kirkwood (see Note 5 for discussion of
this transaction). During the six months ended June 30, 1999, the Trust realized
net cash proceeds from asset disposals of $5,995,529 compared to $3,130,915 for
the same period in 1998. Sale proceeds in 1999 include $4,997,297 related to the
Trust's 42.83% 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 asset disposal transactions 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 obtained long-term financing in connection with certain equipment
leases. The origination of such indebtedness and the subsequent repayments of
principal are reported as components of financing activities. Generally, each
note payable is recourse only to the specific equipment financed and to the
minimum rental payments contracted to be received during the debt amortization
period (which period generally coincides with the lease rental term). As rental
payments are collected, a portion or all of the rental payment is used to repay
the associated indebtedness. During 1999, the Trust leveraged $1,332,481 of its
investment in Kettle Valley that will be amortized over 34 months (see Note 4).
In the near-term, the amount of cash used to repay debt obligations may increase
due to the financing of other newly acquired assets. Thereafter, the amount of
cash used to repay debt obligations will decline. In addition, the Trust has
balloon payment obligations of $20,469,318, $2,717,790 and $282,421 at the
expiration of the lease terms related to the SAS Aircraft, certain rail
equipment and the Reno Aircraft, respectively.
At June 30, 1999, the Trust was due aggregate future minimum lease payments
of $16,009,583 from contractual lease agreements (see Note 3 to the financial
statements), a portion of which will be used to amortize the principal balance
of notes payable of $34,676,351 (see Note 8 to the financial statements).
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 become available for
remarketing, the cash flows of the Trust will become less predictable. In
addition, the Trust will have cash needs to satisfy interest on indebtedness and
to pay management fees and operating expenses. Ultimately, the Trust is expected
to meet its future disbursement obligations and to distribute any excess of cash
inflows over cash outflows to the Participants in accordance with the Trust
Agreement. However, several factors, including month-to-month lease extensions,
lessee defaults, equipment casualty events, and early lease terminations could
alter the Trust's anticipated cash flows as described herein and in the
accompanying financial statements and result in fluctuations to the Trust's
periodic cash distribution payments.
It is the intention of the Managing Trustee to maintain a cash distribution
level that is consistent with the operating cash flows of the Trust and to
optimize the long-term value of the Trust. A distribution level that is
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AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
higher than the Trust's operating cash flows could compromise the Trust's
working capital position, as well as its ability to refurbish or upgrade
equipment in response to lessee requirements or other market circumstances.
Class A distributions have been maintained at an annualized rate of $1.64 per
Class A Interest since October 1996. Class B distributions were set at an
annualized distribution rate of $0.66 per Class B Interest commencing July 18,
1997 and decreased to an annualized distribution rate of $0.47 per Class B
Interest in August 1998 following the Class B Capital Distribution paid at that
time. Future distributions with respect to Class B Interests will be subordinate
to certain distributions with respect to Class A Interests.
Cash distributions to the Managing Trustee, the Special Beneficiary and the
Beneficiaries are declared and generally paid within 45 days following the end
of each calendar month. The payment of such distributions is presented as a
component of financing activities. For the six months ended June 30, 1999, the
Trust declared total cash distributions of $3,828,059, including the special
distribution described below. Of the total distributions, the Beneficiaries were
allocated $3,606,449 ($2,895,955 to Class A Beneficiaries and $710,494 to Class
B Beneficiaries); the Special Beneficiary was allocated $197,652, and the
Managing Trustee was allocated $23,958.
In July 1999, the Trust distributed $1,513,639, including legal fees of
$81,360 paid to Plaintiffs' counsel, as a special cash distribution in
connection with the settlement of the Class Action Lawsuit described in Note 9
to the financial statements.
Cash distributions paid to the Participants consist of both a return of and
a return on capital. Cash distributions do not represent and are not indicative
of yield on investment. Actual yield on investment cannot be determined with any
certainty until conclusion of the Trust and will be dependent upon the
collection of all future contracted rents, the generation of renewal and/or
re-lease rents, and the residual value realized for each asset at its disposal
date. Future market conditions, technological changes, the ability of EFG to
manage and remarket the assets, and many other events and circumstances, could
enhance or detract from individual asset yields and the collective performance
of the Trust's equipment portfolio.
In the future, the nature of the Trust's operations and principal cash
flows gradually will shift from rental receipts to equipment sale proceeds as
the Trust matures and change 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 and the collection of
contractual rents, the retirement of scheduled indebtedness, and the Trust's
future working capital requirements, in establishing future cash distribution
rates.
During the past year, 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 have involved the equipment leasing, business
finance and real estate development industries. Although the Managing Trustee
intends to continue to evaluate additional new investments, it is considering
returning a portion of the Trust's capital to the Trust Beneficiaries in the
event that suitable reinvestment transactions are not identified.
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, 1998, the Managing Trustee had a negative tax capital
account balance of $70,410.
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AFG Investment Trust C
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 9 to the financial statements herein.
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
Response: None
Item 6(b). Reports on Form 8-K
Response: None
17
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 C
By: AFG ASIT Corporation, a Massachusetts
corporation and the Managing Trustee of
the Registrant.
By: /s/ Michael J. Butterfield
----------------------------------------------------
Michael J. Butterfield
Treasurer AFG ASIT Corporation
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 6, 1999
----------------------------------------------------
By: /s/ Gary Romano
----------------------------------------------------
Gary M. Romano
Clerk of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 6, 1999
----------------------------------------------------
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