<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-20677
FIRSTCITY LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
Texas 06-6414468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Fannin, Suite 505, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 651-7841
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of June 30, 2000, 2,454,310
units of Class B Beneficial Interests and 725,729 units of Class C Beneficial
Interests were outstanding.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------------- -------------
(unaudited)
<S> <C> <C>
Assets, at estimated fair value
Cash and cash equivalents................................................ $ 6,174 $ 5,271
Trust assets, net........................................................ 45,202 49,150
-------------- -------------
Total assets...................................................... 51,376 54,421
-------------- -------------
Less liabilities at face or estimated amount
Payables and accrued liabilities......................................... 1,619 2,021
-------------- -------------
Total liabilities................................................. 1,619 2,021
-------------- -------------
Commitments and contingencies............................................ -- --
Trust net asset value attributable to:
Class "B" Certificate, 2,454,310 units outstanding....................... 49,757 52,400
Class "C" Certificate, 725,729 units outstanding......................... -- --
-------------- -------------
Total net asset value............................................. $ 49,757 $ 52,400
============== =============
</TABLE>
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN NET ASSET VALUE IN LIQUIDATION
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------------- ------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Changes in fair value of trust assets............ $ 1,436 $ 1,660 $ 3,151 $ 3,773
Interest income on short-term investments........ 72 86 117 183
Administrative expense........................... (647) (1,102) (1,246) (2,499)
---------- ---------- ----------- ----------
Net income................................ 861 644 2,022 1,457
----------- ----------- ----------- ----------
Net asset value, beginning of period............. 51,100 47,500 52,400 55,300
Distributions on Class "B" Certificate........... (2,461) (9,844) (4,922) (18,457)
Eliminate liability for distributions on
unsurrendered Class "B" Certificates........... 257 -- 257 --
----------- ----------- ----------- ---------
Net asset value, end of period................... $ 49,757 $ 38,300 $ 49,757 $ 38,300
=========== =========== =========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------------
2000 1999
--------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................................... $ 2,022 $ 1,457
Adjustments to reconcile net income to net cash provided
by operating activities:
Changes in fair value of trust assets............................. (3,151) (3,773)
Collections on trust assets, net of advances ..................... 7,083 14,084
Decrease in payables and accrued liabilities ..................... (142) (261)
-------------- ------------
Net cash provided by operating activities...................... 5,812 11,507
-------------- ------------
Cash flows from financing activities:
Distributions on Class "B" Certificate............................... (4,909) (18,407)
-------------- ------------
Net cash used in financing activities............................. (4,909) (18,407)
-------------- ------------
Net increase (decrease) in cash and cash equivalents................. $ 903 $ (6,900)
Cash and cash equivalents, beginning of period....................... 5,271 13,474
-------------- ------------
Cash and cash equivalents, end of period............................. $ 6,174 $ 6,574
============== =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2000
(A) Basis of Presentation
The unaudited consolidated financial statements of FirstCity
Liquidating Trust (the "Trust", formerly the "Debtor") reflect, in the
opinion of management, all adjustments, consisting only of normal and
recurring adjustments, necessary to present fairly the Trust's net
assets in liquidation at June 30, 2000, and its changes in net asset
value in liquidation and cash flows for the three month and six month
periods ended June 30, 2000 and 1999.
Management of the Trust has made certain estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare these consolidated
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
By order of the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, unsurrendered securities of the Debtor were
required to be submitted for exchange into Class B Certificates or
Class C Certificates by May 31, 2000. As of that date, securities
representing 2,454,310 Class B Certificates and 725,729 Class C
Certificates had been exchanged. Prior to May 31, 2000, Certificates
outstanding were assumed equal to an exchange of all Debtor securities.
Accordingly, in the second quarter of 2000, a liability for
distributions on the unsurrendered Class B Certificates was reversed.
Holders of the unsurrendered securities of the Debtor will have no
right to receive any distributions on Trust securities.
Certain amounts in the financial statements for prior periods have been
reclassified to conform with current financial statement presentation.
(B) Trust Assets
Trust assets are comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
Estimated Gross Cash Flow by Type of Asset 2000 1999
------------------------------------------ ------------ ------------
(unaudited)
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans ........................... $ 3,366 $ 5,327
Nonperforming loans ........................ 62 209
Real estate and other assets ................... 47,561 49,557
------------ ------------
Total ...................................... 50,989 55,093
------------ ------------
Discount required to reflect trust assets at
estimated fair value .................. (5,787) (5,943)
------------ ------------
Trust assets, net............................... $ 45,202 $ 49,150
============ ============
</TABLE>
4
<PAGE> 5
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are prepared.
The individual asset budget is developed based upon factors which
include physical inspection of the asset or the collateral underlying
the related loan, local market conditions, contractual payments or
rents, and discussions with the relevant borrower. The Trust's
management and the Portfolio Committee periodically reevaluate and
revise projected monthly cash flows on an asset by asset basis. At June
30, 2000 and December 31, 1999, the projected monthly cash flows were
discounted at 11% to reflect the Trust assets at estimated fair value.
The Trust assets are highly concentrated in Texas.
The June 30, 2000 consolidated statement of net assets in liquidation
reflects a value of $45 million for a 67% interest in a partnership
which owns the First City Tower, a Class A office building located in
downtown Houston. UIDC Management, Inc. owns the remaining 33% of the
partnership. The Trust publicly stated its intent to market its share
of the partnership in the first quarter of 2000.
The Trust received a letter dated February 18, 2000 from UIDC
Management in which UIDC alleged that in 1997 it "exercised" its
contractual right of first refusal to purchase the 67% partnership
interest. This alleged exercise of the right of first refusal arose in
connection with an unconsummated prior transaction which was itself the
subject of previously settled litigation. The letter further states
that UIDC "demands that the Trust tender its partnership interest".
Adjusted for refinancing costs, the alleged right of first refusal
would have been on a value of approximately $25 million for the
partnership interest.
In response to this letter and because management of the Trust believes
that UIDC's claim has no merit, the Trust filed a lawsuit on March 9,
2000 seeking a declaratory judgment that "Defendants UIDC Management,
Inc. and UIDC of Texas Co. (collectively referred to as "UIDC" or the
"UIDC Defendants") failed in May 1997 to exercise their right of first
refusal properly under the Limited Partnership Agreement of FC Tower
Property Partners, L.P. or, in the alternative, that UIDC Defendants
have waived and/or are estopped from asserting such right".
FirstCity Liquidating Trust cannot predict the outcome of any such
legal matters; however, the current litigation makes it unlikely that
any near-term deal to sell the interest can be accomplished.
5
<PAGE> 6
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
(C) Distribution Priorities
The Trust is required to apply all proceeds from the liquidation and
disposition of the Trust's assets first to payment of normal operating
expenses. Second, Trust proceeds totaling $188 million were distributed
to FirstCity Financial Corporation ("FirstCity") to retire the Class A
Certificate in December 1997. The third order of distribution of Trust
proceeds is payments pursuant to employment and bonus agreements with
certain former employees of the Debtor. The bonus pool and executive
long-term incentive plan provides for the payment of bonuses equal to
4.76% of additional distributions to Class B Certificate holders and
(if any) Class C Certificate holders.
Fourth, Class B Certificate holders are entitled to distributions up to
the Pour-Over Level. The Pour-Over Level (approximately $54 million at
June 30, 2000) is the liquidation preference on July 3, 1995 of the
Debtor's Series B and Series E preferred stock, less the nominal stated
value of FirstCity special preferred stock and the book value of
FirstCity common stock issued to the Series B and Series E holders,
plus interest at an annual rate of 6.5% from July 3, 1995. The
Pour-Over Level is reduced for distributions to Class B Certificate
holders. In the first six months of 2000, $4.9 million, or $2.00 per
Certificate, was distributed to Class B Certificate holders and a $.2
million bonus was paid to certain former employees of the Debtor. For
the year ended December 31, 1999, $23.4 million (based on Class B
Certificates assumed to be outstanding on December 31, 1999), or $9.50
per Certificate, was distributed to Class B Certificate holders and a
$1.1 million bonus was paid to certain former employees of the Debtor.
In July 2000, an additional $2.5 million, or $1.00 per Certificate, was
distributed to Class B Certificate holders.
Lastly, Class C Certificate holders receive distributions, if any,
after any remaining payments to Class B Certificate holders up to the
Pour-Over Level (approximately $22.09 per unit as of June 30, 2000).
The ultimate amounts to be distributed to the holders of the B and C
Certificates will result from the cash flow actually realized from the
liquidation of the non-cash Trust assets. The determination of the net
asset value of the Trust in the accompanying consolidated statements of
net assets in liquidation is based upon estimates of future cash flows.
The actual cash flows and the timing of such cash flows may vary
significantly from those estimates, thus affecting the final
distributions to the Certificate holders.
6
<PAGE> 7
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
(D) Commitments and Contingencies
The Trust is involved in various other legal proceedings in the
ordinary course of business. In the opinion of management of the Trust,
the resolution of such matters will not have a material adverse impact
on the consolidated financial position, results of operations or
liquidity of the Trust.
In 1996 the FDIC closed the receiverships of the Debtor's banks and
distributed the remaining surplus of those receiverships to the Trust.
In accordance with a conveyance and indemnification agreement, the
Trust is required, among other things, to provide indemnity to the FDIC
against any known or unknown liabilities, obligations or actual
expenses associated with the receiverships, in an aggregate amount up
to $10 million until the termination of the Trust. Management of the
Trust does not believe that, to the extent the Trust is obligated to
pay certain claims or expenses associated with the past obligations of
the Debtor's banks, such payments will have a material adverse impact
on the consolidated financial position, results of operations or
liquidity of the Trust.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The operations of the Trust for the second quarter and first six months
of 2000 and 1999 are summarized below (dollars in thousands):
<TABLE>
<CAPTION>
SECOND SIX MONTHS
QUARTER ENDED JUNE 30,
--------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Changes in fair value of trust assets............ $ 1,436 $ 1,660 $ 3,151 $ 3,773
Interest income on short-term investments........ 72 86 117 183
Administrative expense........................... (647) (1,102) (1,246) (2,499)
----------- ----------- ----------- ----------
Net income................................ $ 861 $ 644 $ 2,022 $ 1,457
=========== =========== =========== ==========
</TABLE>
SECOND QUARTER 2000 COMPARED TO SECOND QUARTER 1999
The estimated fair value of the Trust's assets increased $1.4 million
in the second quarter of 2000 as compared to $1.7 million in the second quarter
of 1999. Factors which contributed to the enhancement of the net asset value of
the Trust's assets in the second quarter of 2000 and 1999 include (i) the
appreciation in value of certain assets attributable to a favorable interest
rate environment and the effect of such favorable interest rates on the
marketability of real estate and (ii) the increase in the estimated market value
of the Trust's assets that naturally occurs as the remaining life of the Trust
(and concomitantly the discount factor applied in calculating net asset value)
decreases.
Interest income on short-term investments decreased in the second
quarter of 2000 as compared to the second quarter of 1999 because less excess
funds were available.
Administrative expense totaled $.6 million in the second quarter of
2000 as compared to $1.1 million in the second quarter of 1999. A $113,000
bonus, based on distributions to Class B Certificate holders, was paid to
certain former employees of the Debtor in the second quarter of 2000 as compared
to a $464,000 bonus paid to such employees in 1999. Professional fees were flat
year to year.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
The estimated fair value of the Trust's assets increased $3.2 million
in the first six months of 2000 as compared to $3.8 million in the first six
months of 1999. Factors which contributed to the enhancement of the net asset
value of the Trust's assets in the first six months of 2000 and 1999 include (i)
the appreciation in value of certain assets attributable to a favorable interest
rate environment and the effect of such favorable interest rates on the
marketability of real estate and (ii) the increase in the estimated market value
of the Trust's assets that naturally occurs as the remaining life of the Trust
(and concomitantly the discount factor applied in calculating net asset value)
decreases.
8
<PAGE> 9
Interest income on short-term investments decreased in 2000 as compared
to 1999 because less excess funds were available.
Administrative expense totaled $1.2 million in the first six months of
2000 as compared to $2.5 million in the first six months of 1999. A $.2 million
bonus, based on distributions to Class B Certificate holders, was paid to
certain former employees of the Debtor in the first six months of 2000 as
compared to a $.9 million bonus paid to such employees in 1999. Professional
fees were flat year to year.
In the first six months of 2000, the Trust distributed $4.9 million, or
$2.00 per Certificate, to Class B Certificate holders. This distribution was
made possible principally by $7.1 million in net collections on Trust assets in
2000 and cash held at December 31, 1999. The Class B Beneficial Interests were
valued at $49.8 million at June 30, 2000. In July 2000, the Trust distributed an
additional $2.5 million, or $1.00 per Certificate, to Class B Certificate
holders.
Non-cash trust assets at June 30, 2000 and December 31, 1999 were
comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
Estimated Gross Cash Flow by Type of Asset 2000 1999
------------------------------------------ ------------ ------------
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans ........................... $ 3,366 $ 5,327
Nonperforming loans ........................ 62 209
Real estate and other assets ................... 47,561 49,557
------------ -------------
Total ...................................... 50,989 55,093
------------ -------------
Discount required to reflect trust assets at
estimated fair value .................. (5,787) (5,943)
------------ -------------
Trust assets, net .............................. $ 45,202 $ 49,150
============ =============
</TABLE>
For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are prepared by
management of the Trust. The individual asset budget is developed based upon
factors which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual payments or
rents, and discussions with the relevant borrower. The Trust's management
periodically reevaluates and revises its projected monthly cash flows on an
asset by asset basis. At June 30, 2000 and December 31, 1999, the projected
monthly cash flows were discounted at 11% to reflect the Trust assets at
estimated fair value.
The June 30, 2000 statement of net assets in liquidation reflects a
value of $45 million for a 67% interest in a partnership which owns the First
City Tower, a Class A office building located in downtown Houston. UIDC
Management, Inc. owns the remaining 33% of the partnership. The Trust publicly
stated its intent to market its share of the partnership in the first quarter of
2000.
9
<PAGE> 10
The Trust received a letter dated February 18, 2000 from UIDC
Management in which UIDC alleged that in 1997 it "exercised" its contractual
right of first refusal to purchase the 67% partnership interest. This alleged
exercise of the right of first refusal arose in connection with an unconsummated
prior transaction which was itself the subject of previously settled litigation.
The letter further states that UIDC "demands that the Trust tender its
partnership interest". Adjusted for refinancing costs, the alleged right of
first refusal would have been on a value of approximately $25 million for the
partnership interest.
In response to this letter and because management of the Trust believes
that UIDC's claim has no merit, the Trust filed a lawsuit on March 9, 2000
seeking a declaratory judgment that "Defendants UIDC Management, Inc. and UIDC
of Texas Co. (collectively referred to as "UIDC" or the "UIDC Defendants")
failed in May 1997 to exercise their right of first refusal properly under the
Limited Partnership Agreement of FC Tower Property Partners, L.P. or, in the
alternative, that UIDC Defendants have waived and/or are estopped from asserting
such right".
FirstCity Liquidating Trust cannot predict the outcome of any such
legal matters; however, the current litigation makes it unlikely that any
near-term deal to sell the interest can be accomplished.
10
<PAGE> 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
2.1(1) Joint Plan of Reorganization for First City Bancorporation
of Texas, Inc., as modified, under Chapter 11 of the United
States Bankruptcy Code, as confirmed by the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division,
on May 31, 1995.
2.2(5) Order Extending Term of FirstCity Liquidating Trust, dated
June 18, 1999.
3.1(1) The Liquidating Trust Agreement, dated as of July 3, 1995,
by and between First City Bancorporation of Texas, Inc. and
Shawmut Bank Connecticut, National Association (subsequently
Fleet National Bank, now State Street Bank and Trust
Company), as Trustee.
10.1(3) Employment Agreement, effective as of July 3, 1995, by and
between FCLT Loans Asset Corp. and Robert W. Brown, as
amended May 1, 1996.
10.2(2) Settlement Agreement, dated as of June 22, 1994, as amended
as of January 30, 1995, by and among FDIC-Corporate, the
FDIC-Receivers and the First City Parties.
10.3(3) Conveyance and Indemnification Agreement, dated December 23,
1996, between FDIC-Corporate, the FDIC-Receivers, FCLT
Loans, L.P. and the Trust.
10.4(4) Extension of Conveyance and Indemnification Agreement, dated
in April 1999, between FDIC-Corporate, the FDIC-Receivers,
FCLT Loans, L.P. and the Trust.
27.1 Financial Data Schedule.
</TABLE>
----------
(1) Filed as the exhibit indicated to the Registration Statement on
Form 10 filed with the Securities and Exchange Commission on May 1,
1996 and incorporated herein by reference.
(2) Filed as the exhibit indicated to the Registration Statement on
Form 10/A filed with the Securities and Exchange Commission on July 10,
1996 and incorporated herein by reference.
(3) Filed as the exhibit indicated to the Form 10-K for the fiscal year
ended December 31, 1996 filed with the Securities and Exchange
Commission and incorporated herein by reference.
(4) Filed as the exhibit indicated to the Form 10-Q for the quarter
ended March 31, 1999 filed with the Securities and Exchange Commission
and incorporated herein by reference.
(5) Filed as the exhibit indicated to the Form 10-Q for the quarter
ended June 30, 1999 filed with the Securities and Exchange Commission
and incorporated herein by reference.
(b) Reports on Form 8-K. No report on Form 8-K was filed by the
Registrant with the Commission during the quarterly period ended June
30, 2000.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
Date: July 31, 2000 /s/ Susan T. Keller
---------------------
Name: Susan T. Keller
Title: Vice President
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
