AFG INVESTMENT TRUST A
10-Q, 1996-08-14
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>
 
                                 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, 1996
                               -------------
 
                                             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, 1996                   Commission File No.  0-21396


                             AFG Investment Trust 
- ---------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

Delaware                                                   04-3145953
- ----------------------------------------------------      --------------
(State or other jurisdiction of                          (IRS Employer
 incorporation or organization)                         Identification No.)
 
98 North Washington Street, Boston, MA                    02114
- ----------------------------------------------------      --------------
(Address of principal executive offices)                  (Zip Code)
 
Registrant's telephone number, including area code        (617) 854-5800
                                                          --------------
 
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required  to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X     No
                                             ---       ---

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yes    No
                                                       ---    ---

<PAGE>
 
                             AFG Investment Trust A

                                   FORM 10-Q

                                     INDEX
<TABLE> 
<CAPTION> 

                                                               Page
                                                               ----
<S>                                                            <C> 
PART I.  FINANCIAL INFORMATION:
 
Item 1.  Financial Statements
 
   Statement of Financial Position
    at June 30, 1996 and December 31, 1995                       3
 
   Statement of Operations for the three and 
    six months ended June 30, 1996 and 1995                      4
 
   Statement of Cash Flowsm for the six months 
    ended June 30, 1996 and 1995                                 5
 
   Notes to the Financial Statements                           6-8
 
 Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                  9-12


PART II.  OTHER INFORMATION:

 Items 1 - 6                                                    13

</TABLE> 

                                       2
<PAGE>
 
                             AFG Investment Trust A

                        STATEMENT OF FINANCIAL POSITION
                      June 30, 1996 and December 31, 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                            June 30,     December 31,
                                              1996           1995
                                          -------------  -------------
<S>                                       <C>            <C>
 
ASSETS
- ------
 
Cash and cash equivalents                  $ 1,677,290    $   455,262

Rents receivable                               407,688        642,680

Accounts receivable - affiliate                127,649         83,314

Equipment at cost, net of accumulated
 depreciation of $9,544,942 and 
 $8,310,244 at June 30,1996 and                          
 Decmeber 31, 1995, respectively            13,438,967     15,420,535

Organization costs, net of accumulated
 amortization of $4,167 and $3,667 
 at June 30, 1996 and December 31, 
 1995, respectively                                833          1,333    
                                           -----------    -----------

   Total assets                            $15,652,427    $16,603,124
                                           ===========    ===========
 
LIABILITIES AND PARTICIPANTS' CAPITAL
- -------------------------------------
 
Notes payable                              $ 5,531,008    $ 6,323,893
Accrued interest                                57,896         83,426
Accrued liabilities                             14,700         24,135
Accrued liabilities - affiliate                171,165          4,744
Deferred rental income                          46,115         39,853
Cash distributions payable to      
 participants                                  127,092        127,092
                                           -----------    -----------
   Total liabilities                         5,947,976      6,603,143
                                           -----------    -----------
Participants' capital (deficit):
   Managing Trustee                            (26,286)       (23,330)
   Special Beneficiary                        (224,110)      (199,729)
   Beneficiary Interests
   (549,218 Interests; initial 
   purchase price of $25 each)               9,954,847     10,223,040
   
   Total participants' capital               9,704,451      9,999,981
                                           -----------    -----------
   Total liabilities and participants'   
    capital                                $15,652,427    $16,603,124
                                           ===========    ===========
 
 
</TABLE>

                                       3
<PAGE>
 
                             AFG Investment Trust A

                            STATEMENT OF OPERATIONS
           for the three and six months ended June 30, 1996 and 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
 
                                      Three Months      Six Months
                                     Ended June 30,   Ended June 30,
                                          1996             1995            1996          1995
                                     ---------------  ---------------  ------------  ------------
<S>                                  <C>              <C>              <C>           <C>
 
Income:
   Lease revenue                         $1,173,106       $1,324,658    $2,427,754    $2,679,029
   Interest income                           32,465           15,943        38,801        19,999
   Loss on sale of equipment                 (1,994)         (68,769)     (150,061)      (77,267)
                                         ----------       ----------    ----------    ----------
   Total income                           1,203,577        1,271,832     2,316,494     2,621,761
                                         ----------       ----------    ----------    ----------
 
Expenses:
   Depreciation and amortization            911,392          912,607     1,863,511     1,777,493
   Interest expense                         111,740          144,675       216,697       277,142
   Interest expense - affiliate                  --              364            --           364
   Equipment management fees
   - affiliate                               44,542           48,820        93,003        99,740
   Operating expenses - affiliate            40,561           33,688        57,537        61,028
                                         ----------       ----------    ----------    ----------
   Total expenses                         1,108,235        1,140,154     2,230,748     2,215,767
                                         ----------       ----------    ----------    ----------
 
Net income                               $   95,342       $  131,678    $   85,746    $  405,994
                                         ==========       ==========    ==========    ==========
 
Net income per Beneficiary Interest      $     0.16            $0.22    $     0.14    $     0.67
                                         ==========       ==========    ==========    ==========
Cash distributions declared
   per Beneficiary Interest              $     0.32            $0.63    $     0.63    $     1.26
                                         ==========       ==========    ==========    ==========
</TABLE>

                                       4
<PAGE>
 
                             AFG Investment Trust A

                            STATEMENT OF CASH FLOWS
                for the six months ended June 30, 1996 and 1995

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                              1996          1995
                                          ------------  ------------
<S>                                       <C>           <C>
Cash flows from (used in) operating
 activities:                             
Net income                                $    85,746   $   405,994
Adjustments to reconcile net income to
   net cash from operating activities:
       Depreciation and amortization        1,863,511     1,777,493
   Loss on sale of equipment                  150,061        77,267
Changes in assets and liabilities
   Decrease (increase) in:
     rents receivable                         234,992       244,050
     accounts receivable - affiliate          (44,335)      (54,094)
   Increase (decrease) in:
     accrued interest                         (25,530)      (30,925)
     accrued liabilities                       (9,435)         (500)
     accrued liabilities - affiliate          166,421       (69,170)
     deferred rental income                     6,262       (17,222)
                                          -----------   -----------
   Net cash from operating activities       2,427,693     2,332,893
                                          -----------   -----------
Cash flows from (used in) investing
 activities:                              
   Purchase of equipment                    1,410,292     1,305,269
   Proceeds from equipment sales           (1,441,796)   (2,378,228)
                                          -----------   -----------
   Net cash used in investing activities      (31,504)   (1,072,959)
                                          -----------   -----------
Cash flows from (used in) financing
 activities:                              
   Proceeds from notes payable                997,888     1,454,669
   Proceeds from notes payable -          
    affiliate                                      --        38,396
   Principal payments - notes payable      (1,790,773)   (1,559,300)
   Distributions paid                        (381,276)     (762,551)
                                          -----------   -----------
   Net cash used in financing activities   (1,174,161)     (828,786)
                                          -----------   -----------
Net increase in cash and cash              
 equivalents                                1,222,028       431,148

Cash and cash equivalents at beginning     
 of period                                    455,262         6,471
                                          -----------   -----------
Cash and cash equivalents at end of 
 period                                   $ 1,677,290   $   437,619
                                          ===========   ===========
 
Supplemental disclosure of cash flow
 information:  
 Cash paid during the period 
 for interest                                $424,227      $308,432
                                          ===========   ===========
</TABLE> 

Supplemental schedule of non-cash investing and financing activities:
   During 1995, the Trust sold equipment to a third party which assumed related
   debt and interest of $96,913 and $625, respectively.

                 The accompanying notes are an intregal part 
                      of these financial statements.

                                       5
<PAGE>
 
                    AGF Investment Trust A
                Notes to the Financial Statements

                         June 30, 1996



 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 1995 Annual Report.  Except as
 disclosed herein, there has been no material change to the information
 presented in the footnotes to the 1995 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, 1996 and December 31, 1995 and results of operations for
 the three and six month periods ended June 30, 1996 and 1995 have been made and
 are reflected.


 NOTE 2 - CASH
 -------------

    At June 30, 1996, the Trust had $1,665,000 invested in reverse repurchase
 agreements secured by U.S. Treasury Bills or interests in U.S. Government
 securities.


 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. Future minimum rents of
 $8,808,363 are due as follows:

<TABLE>
 
<S>                                  <C>
For the year ending June 30, 1997     $4,463,196
                             1998      2,986,650
                             1999        663,256
                             2000        232,020
                             2001        196,490
                       Thereafter        266,751
                                      ----------
 
                            Total     $8,808,363
                                      ==========
</TABLE>

    During March 1996, the Trust acquired an 8.86% proportionate ownership
 interest in an MD-87 jet aircraft leased by Reno Air, Inc. (the "Reno
 Aircraft") - See Note 4 herein.  The Trust will receive approximately $157,000
 of rental revenue in each of the years in the period ending June 30, 2002 and
 $79,000 in the year ending June 30, 2003, pursuant to the Reno Aircraft lease
 agreement.  Rents from the Reno Aircraft, as provided for in the lease
 agreement, are adjusted monthly for changes of the London Inter-Bank Offered
 Rate ("LIBOR").  Future rents from the Reno Aircraft, included above, reflect
 the most recent LIBOR effected rental payment.

                                       6
<PAGE>
 
                        AFG Investment Trust A
                   Notes to the Financial Statements

                              (Continued)



 NOTE 4 - EQUIPMENT
 ------------------

    The following is a summary of equipment owned by the Trust at June 30, 1996.
 In the opinion of American Finance Group ("AFG"), the acquisition cost of the
 equipment did not exceed its fair market value.
<TABLE>
<CAPTION>
 
                                                              Lease Term    Equipment
Equipment Type                                                (Months)       at Cost
- --------------------------                                  -------------  -----------
<S>                        <C>                                             <C>

Aircraft                                                          60-81    $6,814,662
Materials handling                                                12-60     3,751,618
Retail store fixtures                                             36-60     2,992,236
Vessels                                                              72     2,399,580
Computers and peripherals                                          9-62     2,226,777
Construction and mining                                           36-84     1,945,484
Communications                                                       56     1,802,423
Research and test                                                    60       459,282
Manufacturing                                                        48       442,590
Energy systems                                                       60       108,975
Photocopying                                                      24-36        40,282
                                                                           ----------
 
                                                 Total equipment cost      22,983,909
 
                                             Accumulated depreciation      (9,544,942)
                                                                          -----------
 
                           Equipment, net of accumulated depreciation     $13,438,967
                                                               ===========
</TABLE>

    On September 29, 1995, the Trust entered into an agreement with United Air
 Lines, Inc. ("United") to transfer the Trust's proportionate ownership interest
 in a Boeing 747-SP aircraft (the "United Aircraft"), to United for cash
 consideration of $1,609,894, including unpaid rents through the date of sale,
 which event concluded in February 1996.  In March 1996, the Trust acquired an
 8.86% ownership interest in the Reno Aircraft, pursuant to the reinvestment
 provisions of the Trust's prospectus, at a cost of $1,239,741.  To acquire the
 interest in the Reno Aircraft, the Trust obtained leveraging of $997,888 from a
 third-party lender and utilized cash proceeds of $241,853 from the sale of the
 United Aircraft.  The Managing Trustee intends to reinvest the remaining
 proceeds from the sale of the United Aircraft in other equipment in 1996.

    At June 30, 1996, the Trust's equipment portfolio included equipment having
 a proportionate original cost of $8,519,757, representing approximately 37% of
 total equipment cost.

    The summary above includes equipment held for sale or re-lease with a cost
 and net book value of approximately $58,000 and $20,000, respectively, at June
 30, 1996.


 NOTE 5 - RELATED PARTY TRANSACTIONS
 -----------------------------------

    All operating expenses incurred by the Trust are paid by AFG on behalf of
 the Trust and AFG is reimbursed at its actual cost for such expenditures.  Fees
 and other costs incurred during the six month periods ended June 30, 1996 and
 1995, which were paid or accrued by the Trust to AFG or its Affiliates, are as
 follows:

                                       7
<PAGE>
 
                         AGF Investment Trust A            
                 Notes to the Finacial Statements

                            (Continued)
<TABLE>
<CAPTION>
 
                                           1996       1995
                                         ---------  ---------
<S>                                      <C>        <C>
 
 Equipment acquisition fees               $ 36,109   $ 45,250
 Interest on note payable - affiliate           --        364
 Equipment management fees                  93,003     99,740
 Administrative charges                     10,500     10,500
 Reimbursable operating expenses
   due to third parties                     47,037     50,528
                                          --------   --------
 
                       Total              $186,649   $206,382
                                          ========   ========
 
</TABLE>

    All rents and proceeds from the sale of equipment are paid directly to
 either AFG or to a lender.  AFG temporarily deposits collected funds in a
 separate interest-bearing escrow account prior to remittance to the Trust.  At
 June 30, 1996, the Trust was owed $127,649 by AFG for such funds and the
 interest thereon.  These funds were remitted to the Trust in July 1996.


 NOTE 6 - NOTES PAYABLE
 ----------------------

    Notes payable at June 30, 1996 consisted of installment notes of $5,531,008
 payable to banks and institutional lenders.  The notes bear interest rates
 ranging between 5.7% and 9.17%, except for one note which bears a fluctuating
 interest rate based on LIBOR plus a margin (5.5% at June 30, 1996).  All of the
 installment notes are non-recourse and are collateralized by the equipment and
 assignment of the related lease payments. Generally, the installment notes will
 be fully amortized by noncancellable rents.  However, the Trust has a balloon
 payment obligation at the expiration of the primary lease term related to the
 Reno Aircraft.  The carrying amount of notes payable approximates fair value at
 June 30, 1996.

    The annual maturities of the notes payable are as follows:
<TABLE>
 
<S>                                  <C>
For the year ending June 30, 1997     $2,748,172
                             1998      1,587,035
                             1999        479,965
                             2000        108,896
                             2001        118,984
                       Thereafter        487,956
                                      ----------
 
                            Total     $5,531,008
                                      ==========
 
</TABLE>

                                       8
<PAGE>
 
                             AFG Investment Trust A

                                   FORM 10-Q

                         PART I.  FINANCIAL INFORMATION


 Item 2.  Management's Discussion and Analysis of Financial Condition and
 ------------------------------------------------------------------------
 Results of Operations.
 ----------------------

 Three and six months ended June 30, 1996 compared to the three and six months
 -----------------------------------------------------------------------------
 ended June 30, 1995:
 --------------------

 Overview
 --------

    As an equipment leasing trust, the Trust was organized to acquire a
 diversified portfolio of capital equipment subject to lease agreements with
 third parties.  The Trust was designed to progress through three principal
 phases:  acquisitions, operations, and liquidation.  During the operations
 phase, a period of approximately six years, all equipment in the Trust's
 portfolio will progress through various stages.  Initially, all equipment will
 generate rental revenues under primary term lease agreements.  During the life
 of the Trust, these agreements will expire on an intermittent basis and
 equipment held pursuant to the related leases will be renewed, re-leased or
 sold, depending on prevailing market conditions and the assessment of such
 conditions by AFG to obtain the most advantageous economic benefit.  Over time,
 a greater portion of the Trust's original equipment portfolio will become
 available for remarketing and cash generated from operations and from sales or
 refinancings will begin to fluctuate.  Ultimately, all equipment will be sold
 and the Trust will be dissolved.  The Trust's operations commenced in 1992.


 Results of Operations
 ---------------------

    For the three and six months ended June 30, 1996, the Trust recognized lease
 revenue of $1,173,106 and $2,427,754, respectively, compared to $1,324,658 and
 $2,679,029 for the same periods in 1995.  The decrease in lease revenue from
 1995 to 1996 is due primarily to the Trust's sale of its interest in the United
 Aircraft in February 1996, as discussed below.  In the near-term, lease revenue
 is expected to increase due to reinvestment of the proceeds from the sale of
 the United Aircraft in other equipment.  Over time, the level of lease revenue
 will decline due to the expiration of the Trust's primary lease term
 agreements.  The Trust also earns interest income from temporary investments of
 rental receipts and equipment sales proceeds in short-term instruments.

    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 AFG or an affiliated equipment leasing program sponsored
 by AFG.  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.

    On February 5, 1996, the Trust concluded the sale of its interest in a
 Boeing 747-SP to the lessee, United Air Lines, Inc., as reported in Note 3 to
 the Trust's 1995 Annual Report.  The Trust recognized a net loss of $458,638 in
 connection with this transaction, of which $311,621 was recognized as Write-
 Down of Equipment in 1995.  The remainder of $147,017 was recognized as a loss
 on sale of equipment on the accompanying financial statements for the six
 months ended June 30, 1996.  In addition to lease rents, the Trust received net
 sale proceeds of $1,392,779 from United for the aircraft.  The Trust plans to
 reinvest substantially all of such proceeds in other equipment in 1996, a
 portion of which was completed in March 1996 through the acquisition of an
 8.86% ownership interest in the Reno Aircraft at an aggregate cost of
 $1,239,741.  To acquire the interest in the Reno Aircraft, the Trust obtained
 long-term financing of $997,888 from a third-party lender and utilized cash
 proceeds of $241,853 from the sale of the United Aircraft.  During the three
 and six months ended June 30, 1996, the Trust sold other equipment having a net
 book value of 

                                       9
<PAGE>
 
                            AFG Investments Trust A

                                   FORM 10-Q

                         PART 1. FINANCIAL INFORMATION

 
 $4,736 and $20,557, respectively, to existing lessees and third parties. These
 sales resulted in a net loss, for financial statement purposes, of $1,994 and
 $3,044, respectively. 

    During the three and six months ended June 30, 1995, the
 Trust sold equipment having a net book value of $1,464,026 and $1,480,074,
 respectively, to existing lessees and third parties. These sales resulted in
 net losses, for financial statement purposes, of $68,769 and $77,267,
 respectively. The equipment sales included the Trust's interest in a vessel
 with an original cost and net book value of $1,948,190 and $1,449,673,
 respectively, which the Trust sold to an existing lessee in June 1995. In
 connection with this sale, the Trust realized sale proceeds of $1,285,318 and
 the purchaser assumed related debt and interest of $96,913 and $625,
 respectively, which resulted in a net loss, for financial statement purposes,
 of $66,817. This equipment was sold prior to the expiration of the related
 lease term. The sale proceeds were fully reinvested in other equipment as of
 June 30, 1995.

    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 AFG'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.  AFG attempts to monitor these changes in order to
 identify opportunities which may be advantageous to the Trust and which will
 maximize total cash returns for each asset.

    The total economic value realized upon final disposition of each asset is
 comprised of all primary lease term revenue generated from that asset, together
 with its residual value.  The latter consists of cash proceeds realized upon
 the asset's sale in addition to all other cash receipts obtained from renting
 the asset on a re-lease, renewal or month-to-month basis.  The Trust classifies
 such residual rental payments as lease revenue.  Consequently, the amount of
 gain or loss reported in the financial statements is not necessarily indicative
 of the total residual value the Trust achieved from leasing the equipment.

    Depreciation and amortization expense was $911,392 and $1,863,511 for the
 three and six months ended June 30, 1996, respectively, compared to $912,607
 and $1,777,493 for the same periods in 1995.  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.  The overall increase in depreciation
 expense from 1995 to 1996 reflects the acquisition of equipment subsequent to
 June 30, 1995.

    Interest expense was $111,740 and $216,697 or 9.5% and 8.9% of lease revenue
 for the three and six months ended June 30, 1996, respectively, compared to
 $145,039 and $277,506 or 11% and 10.4% of lease revenue for the same periods in
 1995.  Interest expense in the near-term is expected to increase due to
 anticipated leveraging to be obtained to finance the acquisition of
 reinvestment equipment, discussed above.  Thereafter, interest expense will
 decline in amount and as a percentage of lease revenue as the principal balance
 of notes payable is reduced through the application of rent receipts to
 outstanding debt.

                                       10
<PAGE>
 
                            AFG Investment Trust A

                                   FORM 10-Q

                        PART 1. FINANCIAL INFORMATION  


    Management fees were 3.8% of lease revenue for each of the three and six
 month periods ended June 30, 1996 compared to 3.7% of lease revenue for each of
 the same periods in 1995.  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.

    Operating expenses consist principally of administrative charges,
 professional service costs, such as audit and legal fees, as well as printing,
 distribution and remarketing expenses.  Collectively, operating expenses
 represented 3.5% and 2.4% of lease revenue for the three and six months ended
 June 30, 1996, respectively, compared to 2.5% and 2.3% of lease revenue for the
 same periods in 1995.  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.


 Liquidity and Capital Resources and Discussion of Cash Flows
 ------------------------------------------------------------

    The Trust by its nature is a limited life entity which was established for
 specific purposes described in the preceding "Overview".  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 $2,427,693 and $2,332,893 for the six months ended June 30,
 1996 and 1995, respectively.  In the near-term, net cash inflows generated from
 operating activities are expected to increase due to the receipt of additional
 lease revenue from additional reinvestment equipment to be purchased during the
 remainder of 1996.  Subsequently, future renewal, re-lease and equipment sale
 activities will cause a gradual decline in the Trust's lease revenue and
 corresponding sources of operating cash.  Overall, expenses associated with
 rental activities, such as management fees, and net cash flow from operating
 activities will decline as the Trust experiences a higher frequency of
 remarketing events.

    Ultimately, the Trust will dispose of all assets under lease.  This will
 occur principally through sale transactions whereby each asset will be sold to
 the existing lessee or to a third party.  Generally, this will occur upon
 expiration of each asset's primary or renewal/re-lease term.  In certain
 instances, casualty or early termination events may result in the disposal of
 an asset.  Such circumstances are infrequent and usually result in the
 collection of stipulated cash settlements pursuant to terms and conditions
 contained in the underlying lease agreements.

    Cash expended for equipment acquisitions and cash realized from asset
 disposal transactions are reported under investing activities on the
 accompanying Statement of Cash Flows.  During the six month periods ended June
 30, 1996 and 1995, the Trust expended $1,441,796 and $2,378,228, respectively,
 to acquire equipment, including reinvestment equipment discussed above.  During
 the six months ended June 30, 1996, the Trust realized net cash proceeds of
 $1,410,292 compared to $1,305,269 for the same period in 1995.  Future inflows
 of cash from asset disposals will vary in timing and amount and will be
 influenced by many factors including, but not limited to, the frequency and
 timing of lease expirations, the type of equipment being sold, its condition
 and age, and future market conditions.

    The Trust 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.  Cash inflows of
 $997,888 and $1,454,669 in 1996 and 1995, respectively, resulted from
 leveraging a portion of the Trust's equipment portfolio with third-party
 lenders.  AFG also provided interim financing of $38,396 during the six months
 ended June 30, 1995, until third-party financing was finalized.  Each note
 payable is recourse only to the specific equipment financed and to the minimum
 rental payments contracted 

                                       11
<PAGE>
 
                            AFG Investment Trust A

                                   FORM 10-Q

                        PART 1.  FINANCIAL INFORMATION

 
 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. In the near-term, the amount of cash used to repay debt
 obligations will increase due to leveraging expected to be obtained to finance
 the acquisition of additional reinvestment equipment. Subsequently, the amount
 of cash used to repay debt obligations will decline as the principal balance of
 notes payable is reduced through the collection and application of rents.
 However, the Trust has a balloon payment obligation at the expiration of the
 primary lease term related to the Reno Aircraft.


    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, 1996, the
 Trust declared total cash distributions of Distributable Cash From Operations
 and Distributable Cash From Sales and Refinancings of $381,276.  In accordance
 with the Amended and Restated Declaration of Trust, the Beneficiaries were
 allocated 90.75% of these distributions, or $346,008; the Special Beneficiary
 was allocated 8.25%, or $31,455; and the Managing Trustee was allocated 1%, or
 $3,813.

    Cash distributions paid to the Participants consist of both a return of and
 a return on capital.  To the extent that cash distributions consist of Cash
 From Sales or Refinancings, substantially all of such cash distributions should
 be viewed as a return of 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 AFG 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.

    The future liquidity of the Trust will be influenced by the foregoing and
 will be greatly dependent upon the collection of contractual rents and the
 outcome of residual activities.  The Managing Trustee anticipates that cash
 proceeds resulting from these sources will satisfy the Trust's future expense
 obligations.  However, the amount of cash available for distribution in future
 periods will fluctuate.  Equipment lease expirations and asset disposals will
 cause the Trust's net cash from operating activities to diminish over time; and
 equipment sale proceeds will vary in amount and period of realization.
 Accordingly, fluctuations in the level of monthly cash distributions will occur
 during the life of the Trust.

                                       12
<PAGE>
 
                             AFG Investment Trust A

                                   FORM 10-Q

                          PART II.  OTHER INFORMATION



     Item 1.            Legal Proceedings
                        Response:  None

     Item 2.            Changes in Securities
                        Response:  None

     Item 3.            Defaults upon Senior Securities
                        Response:  None

     Item 4.            Submission of Matters to a Vote of Security Holders
                        Response:  None

     Item 5.            Other Information
                        Response:  None

     Item 6(a).         Exhibits
                        Response:  None

     Item 6(b).         Reports on Form 8-K
                        Response:  None

                                       13
<PAGE>
 
                                 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 A


                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 14, 1996
                       ---------------



                By:  /s/  Gary M. Romano
                     -------------------------------
                     Gary M. Romano
                     Clerk of AFG ASIT Corporation
                     (Duly Authorized Officer and
                     Principal Financial Officer)


                Date:  August 14, 1996
                       -----------------------------

                                       14

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,677,290
<SECURITIES>                                         0
<RECEIVABLES>                                  535,337
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,213,460
<PP&E>                                      22,983,909
<DEPRECIATION>                               9,544,942
<TOTAL-ASSETS>                              15,652,427
<CURRENT-LIABILITIES>                          416,968
<BONDS>                                      5,531,008
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   9,704,451
<TOTAL-LIABILITY-AND-EQUITY>                15,652,427
<SALES>                                              0
<TOTAL-REVENUES>                             2,316,494
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             2,230,748
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             216,697
<INCOME-PRETAX>                                 85,746
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             85,746
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    85,746
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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