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, 1997
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, 1997 Commission File No. 0-21396
AFG Investment Trust A
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3145953
- ------------------------------- -------------------
(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
98 North Washington Street, Boston, MA 02114
- --------------------------------------------------------------------------------
(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
Page
----
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 1997 and December 31, 1996 3
Statement of Operations
for the three and six months ended June 30, 1997 and 1996 4
Statement of Cash Flows
for the six months ended June 30, 1997 and 1996 5
Notes to the Financial Statements 6-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-17
PART II. OTHER INFORMATION:
Items 1 - 6 18
2
<PAGE>
AFG Investment Trust A
STATEMENT OF FINANCIAL POSITION
June 30, 1997 and December 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 2,567,129 $ 1,832,248
Rents receivable 673,384 623,237
Accounts receivable - affiliate 161,392 55,849
Note receivable - Banyan 462,353 --
Investment in Banyan 314,541 --
Equipment at cost, net of accumulated depreciation
of $11,141,143 and $11,280,817 at June 30, 1997
and December 31, 1996, respectively 8,614,782 11,663,702
Organization costs, net of accumulated amortization
of $5,000 and $4,667 at June 30, 1997
and December 31, 1996, respectively -- 333
------------ ------------
Total assets $ 12,793,581 $ 14,175,369
============ ============
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable $ 3,244,178 $ 4,249,311
Accrued interest 44,918 62,360
Accrued liabilities 15,000 23,250
Accrued liabilities - affiliate 30,591 38,293
Deferred rental income 12,123 18,721
Cash distributions payable to participants 165,220 165,220
------------ ------------
Total liabilities 3,512,030 4,557,155
------------ ------------
Participants' capital (deficit):
Managing Trustee (30,514) (27,148)
Special Beneficiary (259,000) (231,225)
Beneficiary Interests
(549,218 Interests; initial purchase price of $25 each) 9,571,065 9,876,587
------------ ------------
Total participants' capital 9,281,551 9,618,214
------------ ------------
Total liabilities and participants' capital $ 12,793,581 $ 14,175,369
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
3
<PAGE>
AFG Investment Trust A
STATEMENT OF OPERATIONS
for the three and six months ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Income:
Lease revenue $ 1,477,298 $ 1,173,106 $ 2,567,135 $ 2,427,754
Interest income 27,119 32,465 52,919 38,801
Loss on sale/exchange of equipment (364,901) (1,994) (362,806) (150,061)
----------- ----------- ----------- -----------
Total income 1,139,516 1,203,577 2,257,248 2,316,494
----------- ----------- ----------- -----------
Expenses:
Depreciation and amortization 861,524 911,392 1,794,021 1,863,511
Interest expense 67,229 111,740 110,587 216,697
Equipment management fees
- affiliate 49,807 44,542 94,385 93,003
Operating expenses - affiliate 60,403 40,561 99,260 57,537
----------- ----------- ----------- -----------
Total expenses 1,038,963 1,108,235 2,098,253 2,230,748
----------- ----------- ----------- -----------
Net income $ 100,553 $ 95,342 $ 158,995 $ 85,746
=========== =========== =========== ===========
Net income
per Beneficiary Interest $ 0.17 $ 0.16 $ 0.26 $ 0.14
=========== =========== =========== ===========
Cash distributions declared
per Beneficiary Interest $ 0.41 $ 0.32 $ 0.82 $ 0.63
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
4
<PAGE>
AFG Investment Trust A
STATEMENT OF CASH FLOWS
for the six months ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from (used in) operating activities:
Net income $ 158,995 $ 85,746
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 1,794,021 1,863,511
Loss on sale/exchange of equipment 362,806 150,061
Changes in assets and liabilities
Decrease (increase) in:
rents receivable (50,147) 234,992
accounts receivable - affiliate (105,543) (44,335)
Increase (decrease) in:
accrued interest (17,442) (25,530)
accrued liabilities (8,250) (9,435)
accrued liabilities - affiliate (7,702) 166,421
deferred rental income (6,598) 6,262
----------- -----------
Net cash from operating activities 2,120,140 2,427,693
----------- -----------
Cash flows from (used in) investing activities:
Investment in Banyan stock (314,541) --
Note receivable - Banyan (462,353) --
Purchase of equipment -- (1,441,796)
Proceeds from equipment sales/exchange 892,426 1,410,292
----------- -----------
Net cash from (used in) investing activities 115,532 (31,504)
----------- -----------
Cash flows from (used in) financing activities:
Proceeds from notes payable -- 997,888
Principal payments - notes payable (1,005,133) (1,790,773)
Distributions paid (495,658) (381,276)
----------- -----------
Net cash used in financing activities (1,500,791) (1,174,161)
----------- -----------
Net increase in cash and cash equivalents 734,881 1,222,028
Cash and cash equivalents at beginning of period 1,832,248 455,262
----------- -----------
Cash and cash equivalents at end of period $ 2,567,129 $ 1,677,290
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 128,029 $ 242,227
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
5
<PAGE>
AFG Investment Trust A
Notes to the Financial Statements
June 30, 1997
(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 1996 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1996 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, 1997 and December 31, 1996 and results of operations for
the three and six month periods ended June 30, 1997 and 1996 have been made and
are reflected.
NOTE 2 - CASH
At June 30, 1997, the Trust had $2,465,000 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.
Rents from Reno Air, Inc. ("Reno Air"), as provided for in the lease agreement,
are adjusted monthly for changes in the London Inter-Bank Offered Rate
("LIBOR"). Future rents from Reno Air, included below, reflect the most recent
LIBOR effected rental payment. The leases are accounted for as operating leases
and are noncancellable. Rents received prior to their due dates are deferred.
Future minimum rents of $4,007,459 are due as follows:
For the year ending June 30, 1998 $ 2,632,935
1999 670,253
2000 235,012
2001 198,897
2002 179,149
Thereafter 91,213
-----------
Total $ 4,007,459
===========
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,
1997. In the opinion of Equis Financial Group ("EFG"), the acquisition cost of
the equipment did not exceed its fair market value.
Remaining
Lease Term Equipment
Equipment Type (Months) at Cost
- ------------------------- ---------- ------------
Aircraft 6-68 $ 6,814,662
Materials handling 1-40 3,431,734
Retail store fixtures 1-21 2,992,236
Construction and mining 1-67 1,945,484
Communications 18 1,802,423
Computers and peripherals 1-15 1,738,961
Research and test 3 459,282
Manufacturing 12 442,590
Energy systems 6 108,975
Photocopying 1-4 19,578
-----------
Total equipment cost 19,755,925
Accumulated depreciation (11,141,143)
-----------
Equipment, net of accumulated depreciation $ 8,614,782
===========
At June 30, 1997, the Trust's equipment portfolio included equipment
having a proportionate original cost of $6,322,233, representing approximately
32% of total equipment cost.
At June 30, 1997, the cost and net book value of equipment held for sale
or re-lease was approximately $154,000 and $37,900, respectively. The Managing
Trustee is actively seeking the sale or re-lease of all equipment not on lease.
NOTE 5 - INVESTMENT IN BANYAN
On April 30, 1997, the vessel partnerships, in which the Trust and certain
affiliated investment programs are limited partners and through which the Trust
and the affiliated investment programs shared economic interests in three cargo
vessels (the "Vessels") leased by KGJS/Gearbulk Holdings Limited (the "Lessee"),
exchanged their ownership interests in the Vessels for aggregate consideration
of $11,565,375, including 1,987,000 shares (at $1.50 per share) of common stock
in Banyan Strategic Land Fund II ("Banyan") and a purchase money note of
$8,219,500 (the "Note"). Banyan is a Delaware corporation organized on April 14,
1987 and has its common stock listed on NASDAQ. Banyan holds certain real estate
investments, the most significant being a 274 acre site near Malibu, California
("Rancho Malibu").
The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Banyan or by any other party that otherwise would not have
been paid to EFG had the Trust sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on
7
<PAGE>
AFG Investment Trust A
Notes to the Financial Statements
(Continued)
May 6, 1997 and May 12, 1997. The Note was repaid with $3,800,000 of cash and
delivery of a $4,419,500 note from Banyan (the "Banyan Note").
As a result of the exchange transaction and its original 33% beneficial
ownership interest in Hato Arrow, one of the three Vessels, the Trust received
$433,036 in cash and is the beneficial owner of 209,694 shares of Banyan common
stock valued at $314,541 ($1.50 per share) and holds a beneficial interest in
the Banyan Note of $462,353.
Cash equal to the amount of the Banyan Note is being held in escrow for the
benefit of Banyan in a segregated account pending the outcome of certain
shareholder proposals. Specifically, as part of the exchange, Banyan agreed to
seek consent ("Consent") from its shareholders to: (1) amend its certificate of
incorporation and by-laws; (2) make additional amendments to restrict the
acquisition of its common stock in a way to protect Banyan's net operating loss
carry-forwards, and (3) engage EFG to provide administrative services to Banyan,
which services EFG will provide at cost. If the Consent is not obtained,
repayment of the Banyan Note will be accelerated and repaid from the cash held
in the segregated account. If the Consent is obtained, the Banyan Note will be
repaid over three years and bear an annual interest rate of 10%.
In connection with the Banyan transaction, Gary D. Engle, President and
Chief Executive Officer of EFG, joined the Board of Directors of Banyan and
James A. Coyne, Senior Vice President of EFG became Banyan's Chief Operating
Officer. The agreement also provides that a majority of the Board of Directors
remain independent of Banyan and EFG. Provided Consent is received by December
31, 1997, Banyan has agreed to declare a $0.20 per share dividend to be paid on
all shares, including those beneficially owned by the Trust.
The Managing Trustee believes that the underlying tangible assets of
Banyan, particularly the Rancho Malibu property, can be sold or developed on a
tax free basis due to Banyan's net operating loss carryforwards and can provide
an attractive economic return to the Trust.
NOTE 6 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Trust are paid by EFG on behalf of
the Trust and EFG is reimbursed at its actual cost for such expenditures. Fees
and other costs incurred during the six month periods ended June 30, 1997 and
1996, which were paid or accrued by the Trust to EFG or its Affiliates, are as
follows:
1997 1996
-------- --------
Equipment acquisition fees -- $ 36,109
Equipment management fees $ 94,385 93,003
Administrative charges 30,114 10,500
Reimbursable operating expenses
due to third parties 69,146 47,037
-------- --------
Total $193,645 $186,649
======== ========
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, 1997, the Trust was owed $161,392 by EFG for such funds and the
interest thereon. These funds were remitted to the Trust in July 1997.
8
<PAGE>
AFG Investment Trust A
Notes to the Financial Statements
(Continued)
NOTE 7 - NOTES PAYABLE
Notes payable at June 30, 1997 consisted of installment notes of $3,244,178
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 (5.69% at June 30, 1997). 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 of $282,421 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, 1997.
The annual maturities of the notes payable are as follows:
For the year ending June 30, 1998 $ 2,061,311
1999 485,400
2000 113,911
2001 123,188
2002 133,221
Thereafter 327,147
------------
Total $ 3,244,178
============
NOTE 8 - LEGAL PROCEEDINGS
On July 27, 1995, EFG, on behalf of the Trust and other EFG-sponsored
investment programs, filed an action in the Commonwealth of Massachusetts
Superior Court Department of the Trial Court in and for the County of Suffolk,
for damages and declaratory relief against a lessee of the Trust, National Steel
Corporation ("National Steel"), under a certain Master Lease Agreement ("MLA")
for the lease of certain equipment. EFG is seeking the reimbursement by National
Steel of certain sales and/or use taxes paid to the State of Illinois and other
remedies provided by the MLA. On August 30, 1995, National Steel filed a Notice
of Removal which removed the case to the United States District Court, District
of Massachusetts. On September 7, 1995, National Steel filed its Answer to EFG's
Complaint along with Affirmative Defenses and Counterclaims, seeking declaratory
relief and alleging breach of contract, implied covenant of good faith and fair
dealing and specific performance. EFG filed its Answer to these counterclaims on
September 29, 1995. Though the parties have been discussing settlement with
respect to this matter for some time, to date, the negotiations have been
unsuccessful. Notwithstanding these discussions, EFG recently filed an Amended
and Supplemental Complaint alleging a further default by National Steel under
the MLA and EFG recently filed a Summary Judgment on all claims and
counterclaims. The matter remains pending before the Court. The Trust has not
experienced any material losses as a result of this action.
On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited partner
units or beneficiary interests in eight investment programs sponsored by EFG
filed a lawsuit, as a derivative action, on behalf of the Trust and 27 other
investment programs (collectively, the "Nominal Defendants") in the Superior
Court of the Commonwealth of Massachusetts for the County of Suffolk against EFG
and certain of EFG's affiliates, including the Managing Trustee of the Trust and
four other wholly-owned subsidiaries of EFG which are the general partner or
managing trustee of one or more of the investment programs, (collectively, the
"Managing Defendants"), and certain other entities and individuals that have
control of the Managing Defendants and the Nominal Defendants (the "Controlling
Defendants"). The Plaintiffs assert claims of breach of fiduciary duty, breach
of contract, unjust enrichment, and equitable relief and seek various remedies,
including compensatory and punitive damages to be determined at trial.
9
<PAGE>
AFG Investment Trust A
Notes to the Financial Statements
(Continued)
The Managing Trustee and EFG are in the early stages of evaluating the
nature and extent of the claims asserted in this lawsuit and cannot predict its
outcome with any degree of certainty. However, based upon all of the facts
presently being considered by management, the Managing Trustee and EFG do not
believe that any likely outcome will have a material adverse effect on the
Trust. The Managing Trustee, EFG and their affiliates intend to vigorously
defend against the lawsuit.
NOTE 9 - ISSUANCE OF CLASS B INTERESTS AND OFFER TO REDEEM CLASS A INTERESTS
On October 26, 1996, the Trust filed a Solicitation Statement with the
United States Securities and Exchange Commission (the "SEC") which subsequently
was sent to the Beneficiaries pursuant to Regulation 14A of Section 14 of the
Securities Exchange Act. The Solicitation Statement sought the consent of the
Beneficiaries to a proposed amendment (the "Amendment") to the Amended and
Restated Declaration of Trust (the "Trust Agreement") which would (i) amend the
provisions of the Trust Agreement governing the redemption of Beneficiary
Interests to permit the Trust to offer to redeem outstanding Beneficiary
Interests at such times, in such amounts, in such manner and at such prices as
the Managing Trustee might determine from time to time, in accordance with
applicable law; and (ii) add a provision to the Trust Agreement that would
permit the Trust to issue, at the discretion of the Managing Trustee and without
further consent or approval of the Beneficiaries, an additional class of
security with such designations, preferences and relative, participating,
optional or other special rights, powers and duties as the Managing Trustee
might affix. The funds obtained through the issuance of such a security would be
used by the Trust to (a) expand redemption opportunities for Beneficiaries
without using Trust funds which might otherwise be available for cash
distributions; and (b) make a special one-time cash distribution to the
Beneficiaries.
Pursuant to the Trust Agreement, the adoption of the Amendment required
the consent of the Beneficiaries holding more than 50% in the aggregate of the
Beneficiary Interests held by all Beneficiaries. A majority of Beneficiary
Interests, representing 286,868 or 52.2% of all Beneficiary Interests, voted in
favor of the Amendment; 49,019 or 8.9% of all Beneficiary Interests voted
against the Amendment; and 16,104 or 2.9% of all Beneficiary Interests
abstained. Approximately 64% of all Beneficiary Interests participated in the
vote. Accordingly, the Trust Agreement was amended.
On February 12, 1997, the Trust filed a Registration Statement on Form S-1
with the SEC, which became effective June 10, 1997. The Registration Statement
covered the issuance and sale of a new class of beneficiary interests in the
Trust (the "Class B Interests"). The characteristics of the Class B Interests,
associated risk factors and other matters of importance to the Beneficiaries and
purchasers of the Class B Interests were set forth in a Prospectus sent to the
Beneficiaries. On July 17, 1997, the offering closed and on July 18, 1997 the
Trust issued 826,072 Class B Interests at $5.00 per interest, thereby generating
$4,130,360 in aggregate Class B capital contributions. Class A Beneficiaries
purchased 3,209 Class B Interests, generating $16,045 of such aggregate capital
contributions, and the Special Beneficiary, EFG, purchased 822,863 Class B
Interests, generating $4,114,315 of such aggregate capital contributions.
Subsequently, EFG transferred its Class B Interests to a special-purpose
company, Equis II Corporation, a Delaware corporation. EFG also transferred its
ownership of AFG ASIT Corporation, the Managing Trustee of the Trust, to Equis
II Corporation. As a result, Equis II Corporation has voting control of the
Trust through its ownership of the majority of all of the Trust's outstanding
voting interests, as well as its ownership of AFG ASIT Corporation. Equis II
Corporation is controlled by EFG's President and Chief Executive Officer, Gary
D. Engle. Accordingly, control of the Managing Trustee did not change as a
result of the foregoing transactions.
As described in the Prospectus for the offering of the Class B Interests,
the Managing Trustee intends to use a portion of the net cash proceeds realized
from the offering of the Class B Interests to pay a one-time special cash
distribution to the Class A Beneficiaries of the Trust. The Managing Trustee
expects to declare and pay this special cash distribution on or before August
31, 1997.
10
<PAGE>
AFG Investment Trust A
Notes to the Financial Statements
(Continued)
On August 7, 1997, the Trust commenced an offer to purchase up to 45% of
the outstanding Class A Beneficiary Interests of the Trust by filing a Form
13E-4, Issuer Tender Offer Statement, with the SEC and distributing to the Class
A Beneficiaries information (the "Tender Documents") concerning the offer. The
Trust will use a portion of the net proceeds realized from the offering of the
Class B Interests to purchase the Class A Beneficiary Interests tendered as a
result of the offer. The Tender Documents describe, among other things, the
terms of the offer and the purchase price per Class A Beneficiary Interest being
offered by the Trust.
NOTE 10- SUBSEQUENT EVENT
On July 7, 1997, a lessee of the Trust, Montgomery Ward and Company, Inc.,
filed for protection under Chapter 11 of the Bankruptcy Code. The Trust has not
been officially notified by the Bankruptcy Court to date. Equipment leased to
this lessee by the Trust had a cost and net book value of approximately
$1,800,000 and $660,000, respectively, at the time of bankruptcy filing.
Currently, the Trust is unable to make a determination as to the significance of
this bankruptcy.
11
<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.
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
ability of EFG to collect all rents due under the attendant lease agreements and
successfully remarket the Trust's equipment upon the expiration of such leases.
Three and six months ended June 30, 1997 compared to the three and six months
ended June 30, 1996:
Overview
As an equipment leasing trust, AFG Investment Trust A ("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 EFG 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, 1997, the Trust recognized
lease revenue of $1,477,298 and $2,567,135, respectively, compared to $1,173,106
and $2,427,754 for the same periods in 1996. The increase in lease revenue from
1996 to 1997 reflects the receipt in 1997 of prepaid contractual rental
obligations of $432,604 associated with the sale of its interest in a vessel
(see discussion below). Partially offsetting this increase were revenue
reductions due to the expiration of primary lease terms and the sale of
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 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.
During the three and six months ended June 30, 1997, the Trust sold or
exchanged equipment having a net book value of $1,244,327 and $1,255,232,
respectively, to existing lessees and third parties. These transactions resulted
in a net loss, for financial statement purposes, of $364,901 and $362,806,
respectively. The equipment transactions included the Trust's interest in a
vessel with an original cost and net book value of $2,399,580 and $1,185,726,
respectively. In connection with this transaction, the Trust realized proceeds
of $777,326, which
12
<PAGE>
AFG Investment Trust A
FORM 10-Q
PART I. FINANCIAL INFORMATION
resulted in a net loss, for financial statement purposes, of $408,400. In
addition, as this vessel was disposed of prior to the expiration of the related
lease term, the Trust received a prepayment of the remaining contracted rent due
under the vessel's lease agreement, as described above. See below for further
discussion related to the vessel.
On April 30, 1997, the vessel partnerships, in which the Trust and certain
affiliated investment programs are limited partners and through which the Trust
and the affiliated investment programs shared economic interests in three cargo
vessels (the "Vessels") leased by KGJS/Gearbulk Holdings Limited (the "Lessee"),
exchanged their ownership interests in the Vessels for aggregate consideration
of $11,565,375, including 1,987,000 shares (at $1.50 per share) of common stock
in Banyan Strategic Land Fund II ("Banyan") and a purchase money note of
$8,219,500 (the "Note"). Banyan is a Delaware corporation organized on April 14,
1987 and has its common stock listed on NASDAQ. Banyan holds certain real estate
investments, the most significant being a 274 acre site near Malibu, California
("Rancho Malibu").
The exchange was organized through an intermediary company (Equis Exchange
LLC, 99% owned by Banyan and 1% owned by EFG), which was established for the
sole purpose of facilitating the exchange. There were no fees paid to EFG by
Equis Exchange LLC or Banyan or by any other party that otherwise would not have
been paid to EFG had the Trust sold its beneficial interest in the Vessels
directly to the Lessee. The Lessee prepaid all of its remaining contracted
rental obligations and purchased the Vessels in two closings occurring on May 6,
1997 and May 12, 1997. The Note was repaid with $3,800,000 of cash and delivery
of a $4,419,500 note from Banyan (the "Banyan Note").
As a result of the exchange transaction and its original 33% beneficial
ownership interest in Hato Arrow, one of the three Vessels, the Trust received
$433,036 in cash and is the beneficial owner of 209,694 shares of Banyan common
stock valued at $314,541 ($1.50 per share) and holds a beneficial interest in
the Banyan Note of $462,353.
Cash equal to the amount of the Banyan Note is being held in escrow for the
benefit of Banyan in a segregated account pending the outcome of certain
shareholder proposals. Specifically, as part of the exchange, Banyan agreed to
seek consent ("Consent") from its shareholders to: (1) amend its certificate of
incorporation and by-laws; (2) make additional amendments to restrict the
acquisition of its common stock in a way to protect Banyan's net operating loss
carry-forwards, and (3) engage EFG to provide administrative services to Banyan,
which services EFG will provide at cost. If the Consent is not obtained,
repayment of the Banyan Note will be accelerated and repaid from the cash held
in the segregated account. If the Consent is obtained, the Banyan Note will be
repaid over three years and bear an annual interest rate of 10%.
The Managing Trustee believes that the underlying tangible assets of
Banyan, particularly the Rancho Malibu property, can be sold or developed on a
tax free basis due to Banyan's net operating loss carryforwards and can provide
an attractive economic return to the Trust.
On February 5, 1996, the Trust concluded the sale of its interest in the
United Aircraft to the lessee, United Air Lines, Inc., ("United"), as reported
in Note 3 to the Trust's 1996 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 Statement of Operations 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. A portion of such
sale proceeds was reinvested in other equipment in March 1996 through the
acquisition of an 8.86% ownership interest in an aircraft (the "Reno Aircraft")
at an aggregate cost to the Trust of $1,239,741. To acquire its 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
13
<PAGE>
AFG Investment Trust A
FORM 10-Q
PART I. FINANCIAL INFORMATION
a net book value of $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.
It cannot be determined whether future sales of equipment will result in a
net gain or a net loss to the Trust, as such transactions will be dependent upon
the condition and type of equipment being sold and its marketability at the time
of sale. In addition, the amount of gain or loss reported for financial
statement purposes is partly a function of the amount of accumulated
depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. EFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Trust and which will maximize
total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Trust classifies such
residual rental payments as lease revenue. Consequently, the amount of gain or
loss reported in the financial statements is not necessarily indicative of the
total residual value the Trust achieved from leasing the equipment.
Depreciation and amortization expense was $861,524 and $1,794,021 for the
three and six months ended June 30, 1997, respectively, compared to $911,392 and
$1,863,511 for the same periods in 1996. 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 $67,229 and $110,587 or 4.6% and 4.3% of lease revenue
for the three and six months ended June 30, 1997, respectively, compared to
$111,740 and $216,697 or 9.5% and 8.9% of lease revenue for the same periods in
1996. Interest expense is expected to decrease 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.
Management fees were 3.4% and 3.7% of lease revenue for the three and six
month periods ended June 30, 1997 compared to 3.8% of lease revenue for each of
the same periods in 1996. 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 4.1% and 3.9% of lease revenue for the three and six months ended
June 30, 1997, respectively, compared to 3.5% and 2.4% of lease revenue for the
same periods in 1996. The increase in operating expenses from 1996 to 1997 was
due primarily to professional service costs incurred in connection with the
Solicitation and Registration Statements described in Note 9 to the accompanying
financial statements and an increase in administrative charges. 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.
14
<PAGE>
AFG Investment Trust A
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 $2,120,140 and $2,427,693 for the six months ended June 30, 1997 and
1996, respectively. Future renewal, re-lease and equipment sale activities will
cause a gradual decline in the Trust's primary-term 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.
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.
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 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, 1997, the Trust
realized net cash proceeds of $892,426, including proceeds from the exchange
transaction, compared to $1,410,292 for the same period in 1996. 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. During the six months ended June 30, 1996,
the Trust expended $1,441,796 to acquire equipment. This amount reflects the
acquisition of an ownership interest in a commercial jet aircraft at a cost of
$1,239,741, pursuant to the reinvestment provisions of the Trust's prospectus
and an original equipment acquisition of $202,055. There were no equipment
acquisitions during the same period in 1997.
As a result of the exchange transaction (see Results of Operations) the
Trust became the beneficial owner of 209,694 shares of Banyan common stock
valued at $314,541 ($1.50 per share) and holds a beneficial interest in the
Banyan Note of $462,353.
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 in 1996 resulted from leveraging a portion of the Trust's equipment
portfolio with third-party lenders. 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. In future
periods, 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
15
<PAGE>
AFG Investment Trust A
FORM 10-Q
PART I. FINANCIAL INFORMATION
has a balloon payment obligation of $282,421 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, 1997, the
Trust declared total cash distributions of Distributable Cash From Operations
and Distributable Cash From Sales and Refinancings of $495,658. In accordance
with the Trust Agreement, the Beneficiaries were allocated 90.75% of these
distributions, or $449,810; the Special Beneficiary was allocated 8.25%, or
$40,892; and the Managing Trustee was allocated 1%, or $4,956.
For financial reporting purposes, the Managing Trustee and the Special
Beneficiary each have accumulated a capital deficit at June 30, 1997. This is
the result of aggregate cash distributions to these Participants being in excess
of their aggregate capital contributions ($1,000 each) and their respective
allocations of financial statement net income or loss. Ultimately, the existence
of a capital deficit for the Managing Trustee or the Special Beneficiary for
financial reporting purposes is not indicative of any further capital
obligations to the Trust by either the Managing Trustee or the Special
Beneficiary. However, for income tax purposes, the Trust Agreement requires that
income be allocated first to those Participants having negative tax capital
account balances so as to eliminate any such balances. 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. No such
requirement exists with respect to the Special Beneficiary. At December 31,
1996, the Managing Trustee had a positive tax capital account balance.
At June 30, 1997, the Trust had aggregate future minimum lease payments of
$4,007,459 from contractual lease agreements (see Note 3 to the financial
statements), of which $3,244,178 will be used to amortize the principal balance
of notes payable (see Note 7 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 outflows 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.
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.
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 higher
than the Trust's operating cash flows could compromise the Trust's working
capital position, as well as its ability to
16
<PAGE>
AFG Investment Trust A
FORM 10-Q
PART I. FINANCIAL INFORMATION
refurbish or upgrade equipment in response to lessee requirements or other
market circumstances. Accordingly, in order to better align monthly cash
distributions with the Trust's operating cash flows, the Managing Trustee
reduced the level of monthly cash distributions from an annualized rate of $2.52
per Beneficiary Interest (the rate established and paid from the Trust's
inception through September 1995) to an annualized rate of $1.26 per Beneficiary
Interest commencing in October 1995. In October 1996, the Managing Trustee
increased the annualized distribution rate to $1.64 per Beneficiary Interest and
expects that the Trust will be able to sustain this distribution rate throughout
1997. However, the nature of the Trust's principal cash flows gradually will
shift from rental receipts to equipment sale proceeds as the Trust matures. As
this occurs, the Trust's cash flows will 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 to maximize the
residual value of the Trust's equipment and will consider these factors, in
addition to the collection of contractual rents, the retirement of scheduled
indebtedness and the Trust's future working capital and equipment requirements,
in establishing future cash distribution rates. Ultimately, the Participants
should expect that cash distribution rates will fluctuate over the long term as
a result of future remarketing activities.
On February 12, 1997, the Trust filed a Registration Statement on Form S-1
with the SEC, which became effective June 10, 1997. The Registration Statement
covered the issuance and sale of a new class of beneficiary interests in the
Trust (the "Class B Interests"). The characteristics of the Class B Interests,
associated risk factors and other matters of importance to the Beneficiaries and
purchasers of the Class B Interests were set forth in a Prospectus sent to the
Beneficiaries. On July 17, 1997, the offering closed and on July 18, 1997 the
Trust issued 826,072 Class B Interests at $5.00 per interest, thereby generating
$4,130,360 in aggregate Class B capital contributions. Class A Beneficiaries
purchased 3,209 Class B Interests, generating $16,045 of such aggregate capital
contributions, and the Special Beneficiary, EFG, purchased 822,863 Class B
Interests, generating $4,114,315 of such aggregate capital contributions.
As described in the Prospectus for the offering of the Class B Interests,
the Managing Trustee intends to use a portion of the net cash proceeds realized
from the offering of the Class B Interests to pay a one-time special cash
distribution to the Class A Beneficiaries of the Trust. The Managing Trustee
expects to declare and pay this special cash distribution on or before August
31, 1997.
On August 7, 1997, the Trust commenced an offer to purchase up to 45% of
the outstanding Class A Beneficiary Interests of the Trust by filing a Form
13E-4, Issuer Tender Offer Statement, with the SEC and distributing to the Class
A Beneficiaries information (the "Tender Documents") concerning the offer. The
Trust will use a portion of the net proceeds realized from the offering of the
Class B Interests to purchase the Class A Beneficiary Interests tendered as a
result of the offer. The Tender Documents describe, among other things, the
terms of the offer and the purchase price per Class A Beneficiary Interest being
offered by the Trust.
17
<PAGE>
AFG Investment Trust A
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response:
Refer to Note 8 to the financial statements herein.
Item 2. Changes in Securities
Response:
On July 18, 1997, the Trust issued 826,072 Class B
Interests at $5.00 per interest, generating
$4,130,360 in aggregate Class B capital
contributions. Class A Beneficiaries purchased
3,209 Class B Interests, generating $16,045 of such
aggregate capital contributions, and the Special
Beneficiary, EFG, purchased 822,863 Class B
Interests, generating $4,114,315 of such aggregate
capital contributions. Subsequently, EFG
transferred its Class B Interests to a
special-purpose company, Equis II Corporation. (See
Note 9 to the accompanying financial statements.)
The Trust Agreement grants limited voting rights to
the Class A Beneficiaries and Class B
Beneficiaries. However, each Class A Beneficiary
and Class B Beneficiary is entitled to cast one
vote for each Interest owned by him or her. Equis
II Corporation has voting control of the Trust
through its ownership of its Class B Interests.
Future cash distributions with respect to the Class
B Interests will be subordinate to certain
distributions with respect to the Class A
Interests.
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
18
<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 of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 14, 1997
By: /s/ Gary M. Romano
---------------------------------
Gary M. Romano
Clerk of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,567,129
<SECURITIES> 0
<RECEIVABLES> 834,776
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,401,905
<PP&E> 19,755,925
<DEPRECIATION> 11,141,143
<TOTAL-ASSETS> 12,793,581
<CURRENT-LIABILITIES> 267,852
<BONDS> 3,244,178
0
0
<COMMON> 0
<OTHER-SE> 9,281,551
<TOTAL-LIABILITY-AND-EQUITY> 12,793,581
<SALES> 0
<TOTAL-REVENUES> 2,257,248
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,987,666
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110,587
<INCOME-PRETAX> 158,995
<INCOME-TAX> 0
<INCOME-CONTINUING> 158,995
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 158,995
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
