<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 MARCH 31, 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 March 31, 2000, 2,460,911
units of Class B Beneficial Interests and 738,273 units of Class C Beneficial
Interests were outstanding.
<PAGE> 2
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>
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
Assets, at estimated fair value (unaudited)
-------------------------------
<S> <C> <C>
Cash and cash equivalents ................................. $ 4,255 $ 5,271
Trust assets, net ......................................... 48,723 49,150
------------ ------------
Total assets ....................................... 52,978 54,421
------------ ------------
Less liabilities at face or estimated amount
--------------------------------------------
Payables and accrued liabilities .......................... 1,878 2,021
------------ ------------
Total liabilities .................................. 1,878 2,021
------------ ------------
Commitments and contingencies ............................. - -
Trust net asset value attributable to:
--------------------------------------
Class "B" Certificate, 2,460,911 units outstanding ........ 51,100 52,400
Class "C" Certificate, 738,273 units outstanding .......... - -
------------ ------------
Total net asset value .............................. $ 51,100 $ 52,400
============ ============
</TABLE>
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN NET ASSET VALUE IN LIQUIDATION
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Changes in fair value of trust assets ..................... $ 1,715 $ 2,113
Interest income on short-term investments ................. 45 97
Administrative expense .................................... (599) (1,397)
------------ ------------
Net income ......................................... 1,161 813
------------ ------------
Net asset value, beginning of period ...................... 52,400 55,300
Distributions on Class "B" Certificate .................... (2,461) (8,613)
------------ ------------
Net asset value, end of period ............................ $ 51,100 $ 47,500
============ ============
</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>
THREE MONTHS ENDED MARCH 31,
--------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................. $ 1,161 $ 813
Adjustments to reconcile net income to net cash provided
by operating activities:
Changes in fair value of trust assets ............... (1,715) (2,113)
Collections on trust assets, net of advances ........ 2,136 4,862
Decrease in payables and accrued liabilities ........ (137) (238)
------------ ------------
Net cash provided by operating activities ........ 1,445 3,324
------------ ------------
Cash flows from financing activities:
Distributions on Class "B" Certificate ................. (2,461) (8,613)
------------ ------------
Net cash used in financing activities ............ (2,461) (8,613)
------------ ------------
Net decrease in cash and cash equivalents .............. $ (1,016) $ (5,289)
Cash and cash equivalents, beginning of period ......... 5,271 13,474
------------ ------------
Cash and cash equivalents, end of period ............... $ 4,255 $ 8,185
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 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 March 31, 2000, and its changes in net asset value in liquidation and cash
flows for the three month periods ended March 31, 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.
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>
March 31, December 31,
Estimated Gross Cash Flow by Type of Asset 2000 1999
------------ ------------
<S> <C> <C>
(unaudited)
Borrowers' obligation on outstanding balance of:
Performing loans ........................... $ 5,079 $ 5,327
Nonperforming loans ........................ 244 209
Real estate and other assets ................... 49,252 49,557
------------ ------------
Total ...................................... 54,575 55,093
------------ ------------
Discount required to reflect trust assets at
estimated fair value .................. (5,852) (5,943)
------------ ------------
Trust assets, net .............................. $ 48,723 $ 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. 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 March 31, 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.
4
<PAGE> 5
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
The March 31, 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.
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.
(C) Distribution Priorities
The Trust is required to apply all proceeds from 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 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 $56 million at March 31,
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
5
<PAGE> 6
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
Level is reduced for distributions to Class B Certificate holders. In the first
quarter of 2000, $2.5 million, or $1.00 per Certificate, was distributed to
Class B Certificate holders and a $112,000 bonus was paid to certain former
employees of the Debtor. For the year ended December 31, 1999, $23.4 million, 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.
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 $22.84 per unit as of March 31, 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.
(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.
6
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The operations of the Trust for the first quarter of 2000 and 1999 are
summarized below (dollars in thousands):
<TABLE>
<CAPTION>
First Quarter First Quarter
2000 1999
------------ ------------
<S> <C> <C>
Changes in fair value of trust assets ... $ 1,715 $ 2,113
Interest income on short-term investments 45 97
Administrative expense .................. (599) (1,397)
------------ ------------
Net income ....................... $ 1,161 $ 813
============ ============
</TABLE>
The estimated fair value of the Trust's assets increased $1.7 million in
the first quarter of 2000 as compared to $2.1 million in the first quarter of
1999. Factors which contributed to the enhancement of the net asset value of the
Trust's assets in the first quarters 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 first quarter of
2000 as compared to the first quarter of 1999 because less excess funds were
available.
Administrative expense totaled $.6 million in the first quarter of 2000 as
compared to $1.4 million in the first quarter of 1999. A $112,000 bonus, based
on distributions to Class B Certificate holders, was paid to certain former
employees of the Debtor in the first quarter of 2000 as compared to a $417,000
bonus paid to such employees in 1999. Professional fees totaled $.1 million in
the first quarter of 2000 as compared to $.2 million in the first quarter of
1999.
In the first quarter of 2000, the Trust distributed $2.5 million, or $1.00
per Certificate, to Class B Certificate holders. This distribution was made
possible principally by $2.1 million in net collections on Trust assets in 2000
and cash held at December 31,1999. The Class B Beneficial Interests were valued
at $51.1 million at March 31, 2000.
7
<PAGE> 8
Non-cash trust assets at March 31, 2000 and December 31, 1999 were
comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
Estimated Gross Cash Flow by Type of Asset 2000 1999
- ------------------------------------------ ------------ ------------
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans ........................... $ 5,079 $ 5,327
Nonperforming loans ........................ 244 209
Real estate and other assets ................... 49,252 49,557
------------ ------------
Total ...................................... 54,575 55,093
------------ ------------
Discount required to reflect trust assets at
estimated fair value .................. (5,852) (5,943)
------------ ------------
Trust assets, net .............................. $ 48,723 $ 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 March 31, 2000 and December 31, 1999, the projected monthly cash flows
were discounted at 11% to reflect the Trust assets at estimated fair value.
The March 31, 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.
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.
8
<PAGE> 9
PART II - OTHER INFORMATION
<TABLE>
<CAPTION>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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. A report on Form 8-K was filed by the
Registrant with the Commission dated March 9, 2000.
9
<PAGE> 10
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: April 26, 2000 /s/ Susan T. Keller
-----------------------------------
Name: Susan T. Keller
-----------------------------------
Title: Vice President
-----------------------------------
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------- ------------
<S> <C>
27.1 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FIRSTCITY LIQUIDATING TRUST MARCH 31, 2000 FORM 10-Q FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FIRSTCITY LIQUIDATING TRUST
MARCH 31, 2000 FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,255
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 48,723
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52,978
<CURRENT-LIABILITIES> 1,878
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 51,100
<TOTAL-LIABILITY-AND-EQUITY> 52,978
<SALES> 1,715
<TOTAL-REVENUES> 1,760
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 599
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,161
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,161
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,161
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
