<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 March 31, 2000
-------------------------------------------------
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 March 31, 2000 Commission File No. 0-21444
AFG INVESTMENT TRUST C
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-3157232
- -------------------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
88 Broad Street, Boston, MA 02110
- -------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
----------------------------
- --------------------------------------------------------------------------------
(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 C
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at March 31, 2000 and December 31, 1999 3
Statement of Operations
for the three months ended March 31, 2000 and 1999 4
Statement of Changes in Participants' Capital
for the three months ended March 31, 2000 5
Statement of Cash Flows
for the three months ended March 31, 2000 and 1999 6
Notes to the Financial Statements 7-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-14
PART II. OTHER INFORMATION:
Items 1 - 6 15
</TABLE>
2
<PAGE>
AFG Investment Trust C
STATEMENT OF FINANCIAL POSITION
March 31, 2000 and December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 9,045,572 $ 22,923,967
Marketable securities 279,680 434,176
Rents receivable 162,109 214,690
Accounts receivable - affiliate 205,831 940,527
Accounts receivable - other 272,548 --
Interest receivable 2,222 14,722
Loan receivable - Kettle Valley 77,059 77,059
Investment in Kettle Valley 4,455,679 4,472,129
Investment in EFG/Kirkwood 2,963,950 2,706,800
Other assets 340,951 340,951
Equipment at cost, net of accumulated depreciation
of $22,482,293 and $22,674,903 at March 31, 2000
and December 31, 1999, respectively 37,806,453 38,965,921
------------ ------------
Total assets $ 55,612,054 $ 71,090,942
============ ============
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable $ 31,661,578 $ 32,573,152
Accrued interest 260,343 171,784
Accrued liabilities 91,769 96,804
Accrued liabilities - affiliate 72,249 48,503
Deferred rental income 44,774 317,185
Other liabilities 1,524,803 1,524,803
Cash distributions payable to participants -- 15,200,000
------------ ------------
Total liabilities 33,655,516 49,932,231
------------ ------------
Participants' capital (deficit):
Managing Trustee 3,965 (20,275)
Special Beneficiary 33,686 (167,270)
Class A Beneficiary Interests (1,787,153 Interests;
initial purchase price of $25 each) 24,176,760 23,898,406
Class B Beneficiary Interests (3,024,740 Interests;
initial purchase price of $5 each) 80,494 (213,783)
Treasury Interests (223,861 Class A Interests at Cost) (2,338,367) (2,338,367)
------------ ------------
Total participants' capital 21,956,538 21,158,711
------------ ------------
Total liabilities and participants' capital $ 55,612,054 $ 71,090,942
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
3
<PAGE>
AFG Investment Trust C
STATEMENT OF OPERATIONS
for the three months ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Income:
Lease revenue $2,145,097 $2,852,619
Interest income 185,923 277,854
Gain on sale of equipment 227,860 321,474
Gain on sale of marketable securities 86,079 --
Other income 206,329 261,116
---------- ----------
Total income 2,851,288 3,713,063
---------- ----------
Expenses:
Depreciation 1,116,328 1,794,619
Amortization 16,450 --
Interest expense 669,837 658,057
Management fees - affiliates 116,844 130,104
Operating expenses - affiliate 105,540 293,619
---------- ----------
Total expenses 2,024,999 2,876,399
---------- ----------
Net income $ 826,289 $ 836,664
========== ==========
Net income
per Class A Beneficiary Interest $ 0.17 $ 0.29
========== ==========
per Class B Beneficiary Interest $ 0.10 $ 0.08
========== ==========
Cash distributions declared
per Class A Beneficiary Interest $ -- $ 0.41
========== ==========
per Class B Beneficiary Interest $ -- $ 0.12
========== ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
4
<PAGE>
AFG Investment Trust C
STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL
for the three months ended March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Managing Special Class A Beneficiaries
Trustee Beneficiary ----------------------------
Amount Amount Interests Amount
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ (20,275) $ (167,270) 1,787,153 $ 23,898,406
Net income 24,525 202,329 -- 303,974
Unrealized loss on marketable
securities (285) (1,373) -- (25,620)
------------ ------------ ------------ ------------
Comprehensive income 24,240 200,956 -- 278,354
------------ ------------ ------------ ------------
Balance at March 31, 2000 $ 3,965 $ 33,686 1,787,153 $ 24,176,760
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Class B Beneficiaries
---------------------------- Treasury
Interests Amount Interests Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 3,024,740 $ (213,783) $ (2,338,367) $ 21,158,711
Net income -- 295,461 -- 826,289
Unrealized loss on marketable
securities -- (1,184) -- (28,462)
------------ ------------ ------------ ------------
Comprehensive income -- 294,277 -- 797,827
------------ ------------ ------------ ------------
Balance at March 31, 2000 3,024,740 $ 80,494 $ (2,338,367) $ 21,956,538
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
5
<PAGE>
AFG Investment Trust C
STATEMENT OF CASH FLOWS
for the three months ended March 31, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from (used in) operating activities:
Net income $ 826,289 $ 836,664
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 1,132,778 1,794,619
Accretion of bond discount (2,495) --
Gain on sale of equipment (227,860) (321,474)
Gain on sale of marketable securities (86,079) --
Changes in assets and liabilities
Decrease (increase) in:
Rents receivable 52,581 126,640
Accounts receivable - affiliate 734,696 193,745
Accounts receivable - other (272,548) --
Interest receivable 12,500 --
Loan receivable - Kettle Valley -- (50,604)
Increase (decrease) in:
Accrued interest 88,559 (100,342)
Accrued liabilities (5,035) 6,300
Accrued liabilities - affiliate 23,746 5,860
Deferred rental income (272,411) (3,149)
------------ ------------
Net cash from operating activities 2,004,721 2,488,259
------------ ------------
Cash flows from (used in) investing activities:
Proceeds from equipment sales 271,000 5,288,444
Proceeds from sale of marketable securities 214,608 --
Investment in EFG/Kirkwood (257,150) --
Investment in Kettle Valley -- (3,139,648)
Other liabilities -- 1,524,803
------------ ------------
Net cash from investing activities 228,458 3,673,599
------------ ------------
Cash flows used in financing activities:
Principal payments - notes payable (911,574) (981,542)
Distributions paid (15,200,000) (1,197,890)
------------ ------------
Net cash used in financing activities (16,111,574) (2,179,432)
------------ ------------
Net (decrease) increase in cash and cash equivalents (13,878,395) 3,982,426
Cash and cash equivalents at beginning of period 22,923,967 17,025,123
------------ ------------
Cash and cash equivalents at end of period $ 9,045,572 $ 21,007,549
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 581,278 $ 758,399
============ ============
Supplemental disclosure of non-cash activity:
See Note 6 to the financial statements
</TABLE>
The accompanying notes are an integral part
of these financial statements.
6
<PAGE>
AFG Investment Trust C
Notes to the Financial Statements
March 31, 2000
(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 1999 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1999 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at March 31, 2000 and December 31, 1999 and results of operations for
the three months ended March 31, 2000 and 1999 have been made and are reflected.
NOTE 2 - CASH EQUIVALENTS AND MARKETABLE SECURITIES
The Trust considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Marketable securities
consist of equity securities and debt securities that are classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with unrealized gains and losses reported as a separate component of
participants' capital. The amortized cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization and accretion are included in interest income on the accompanying
Statement of Operations.
The Trust recorded an unrealized loss on available-for-sale securities
of $28,462 during the three months ended March 31, 2000 that is included as a
separate component of participants' capital. At March 31, 2000, total debt
securities had an amortized cost of $287,975 and a fair value of $279,680.
During the three months ended March 31, 2000, total comprehensive income
amounted to $797,827.
NOTE 3 - REVENUE RECOGNITION
Rents are payable to the Trust monthly, quarterly or semi-annually and
no significant amounts are calculated on factors other than the passage of time.
The leases are accounted for as operating leases and are noncancellable. Rents
received prior to their due dates are deferred. In certain instances, the Trust
may enter primary-term, renewal or re-lease agreements which expire beyond the
Trust's anticipated dissolution date. This circumstance is not expected to
prevent the orderly wind-up of the Trust's business activities as the Managing
Trustee and the Advisor would seek to sell the then-remaining equipment assets
either to the lessee or to a third party, taking into consideration the amount
of future noncancellable rental payments associated with the attendant lease
agreements. Future minimum rents of $10,217,634 are due as follows:
For the year ending March 31, 2001 $ 5,122,463
2002 2,125,899
2003 1,904,141
2004 1,065,131
---------------
Total $ 10,217,634
===============
7
<PAGE>
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
NOTE 4 - OTHER ASSETS
Other assets represent a security deposit with the local government in
British Columbia related to the Trust's investment in Kettle Valley.
NOTE 5 - EQUIPMENT
The following is a summary of equipment owned by the Trust at March 31,
2000. Remaining Lease Term (Months), as used below, represents the number of
months remaining from March 31, 2000 under contracted lease terms and is
presented as a range when more than one lease agreement is contained in the
stated equipment category. A Remaining Lease Term equal to zero reflects
equipment either held for sale or re-lease or being leased on a month-to-month
basis. In the opinion of EFG, the acquisition cost of the equipment did not
exceed its fair market value.
<TABLE>
<CAPTION>
Remaining
Lease Term Equipment
Equipment Type (Months) at Cost
- --------------------------------- ------------ ----------------
<S> <C> <C>
Aircraft 33 $ 32,134,911
Locomotives 3-48 9,179,509
Manufacturing 0-41 9,053,648
Materials handling 0-35 5,226,014
Construction and mining 0-9 1,959,504
Computers and peripherals 0-8 1,833,079
Research & test 0 696,016
Furniture & fixtures 0 203,261
Photocopying 0 2,804
---------------
Total equipment cost 60,288,746
Accumulated depreciation (22,482,293)
---------------
Equipment, net of accumulated depreciation $ 37,806,453
===============
</TABLE>
At March 31, 2000, the Trust's equipment portfolio included equipment
having a proportionate original cost of $43,166,415, representing approximately
72% of total equipment cost.
The summary above includes fully-depreciated equipment held for sale or
re-lease with a cost of approximately $1,661,000. The Managing Trustee is
actively seeking the sale or re-lease of all equipment not on lease. In
addition, the summary above includes equipment being leased on a month-to-month
basis.
NOTE 6 - INVESTMENT IN KETTLE VALLEY
On March 1, 1999, the Trust and an affiliated trust (collectively, the
"Buyers") formed EFG/Kettle Development LLC, a Delaware limited liability
company, for the purpose of acquiring a 49.9% indirect ownership interest (the
"Interest") in a real estate development in Kelowna, British Columbia called
Kettle Valley. EFG/Kettle Development LLC, upon receiving the Buyers' equity
investment, purchased the Interest from a special purpose company ("SPC") whose
subsidiaries owned a 99.9% limited partnership interest in Kettle Valley
Development Limited Partnership ("KVD LP"). The SPC and its subsidiaries were
established by the seller, in part, for income tax purposes and have no business
interests other than the development of Kettle Valley. KVD LP is a Canadian
Partnership that owns the property, consisting of approximately 280 acres of
land. The project, which is in the early stages of being marketed to homebuyers,
is zoned for 1,000 residential units in addition to commercial space. The seller
is an unaffiliated third-party company and has retained the remaining 50.1%
ownership interest
8
<PAGE>
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
in the SPC. A newly organized Canadian affiliate of EFG replaced the original
general partner of KVD LP on March 1, 1999.
The Trust's ownership share in EFG/Kettle Development LLC is 50.604%
and had a cost of $4,427,850, which was funded with cash of $3,095,369 and a
non-recourse note for $1,332,481. The note bears interest at an annualized rate
of 7.5% and will be fully amortized over 34 months commencing April 1, 1999. The
note is secured only by the Trust's stock interests in the SPC. The Trust's cost
basis in this investment was approximately $658,000 greater than its equity
interest in the underlying net assets at December 31, 1999. This difference is
being amortized over a period of 10 years beginning January 1, 2000. The amount
amortized is included as an offset to Investment in Kettle Valley and was
$16,450 for the three months ended March 31, 2000. The Trust's investment is
accounted for on the equity method.
In addition, the seller purchased a residual sharing interest in a
Boeing 767-300 owned by the Buyers and leased to Scandinavian Airlines System
("SAS"). The seller paid $3,013,206 to the Buyers ($1,524,803, or 50.604% to the
Trust) for the residual interest, which is subordinate to certain preferred
payments to be made to the Buyers in connection with the aircraft. Payment of
the residual interest is due only to the extent that the Trust receives net
residual proceeds from the aircraft. The residual interest is non-recourse to
the Buyers and is reflected as Other Liabilities on the accompanying Statement
of Financial Position at March 31, 2000.
NOTE 7 - INVESTMENT IN EFG/KIRKWOOD
On May 1, 1999, the Trust and three affiliated trusts (collectively the
"Trusts") and another affiliate formed EFG/Kirkwood Capital LLC ("EFG/Kirkwood")
for the purpose of making an investment in Kirkwood Associates Inc. ("KAI").
EFG/Kirkwood's investment consists of a common stock interest in KAI of
approximately 16% as well as preferred stock and convertible debt. The Trusts
purchased Class A Interests in EFG/Kirkwood and the other affiliate purchased
Class B Interests in EFG/Kirkwood. Generally, the Class A Interest holders are
entitled to certain preferred returns prior to distribution payments to the
Class B Interest holder. KAI owns a ski resort, a local public utility, and land
which is held for development. The resort is located in Kirkwood, California and
is approximately 30 miles from South Lake Tahoe, Nevada. Subsequent to making
its investment in KAI, EFG/Kirkwood made a 50% investment in Mountain Springs
Resorts LLC, an entity formed for the purpose of acquiring an ownership interest
in a Colorado ski resort. The Trust's ownership interest in EFG/Kirkwood had a
cost of $2,963,950, including a 1% acquisition fee ($29,346) paid to EFG. The
Trust's investment in EFG/Kirkwood is accounted for on the equity method.
NOTE 8 - 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 three month periods ended March 31,
2000 and 1999, which were paid or accrued by the Trust to EFG or its Affiliates,
are as follows:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Management fees $116,844 $130,104
Administrative charges 55,214 22,686
Reimbursable operating expenses
due to third parties 50,326 270,933
-------- --------
Total $222,384 $423,723
======== ========
</TABLE>
9
<PAGE>
AFG Investment Trust C
Notes to the Financial Statements
(Continued)
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
March 31, 2000, the Trust was owed $205,831 by EFG for such funds and the
interest thereon. These funds were remitted to the Trust in April 2000.
NOTE 9 - NOTES PAYABLE
Notes payable at March 31, 2000 consisted of installment notes of
$31,661,578 payable to banks and institutional lenders. The notes bear interest
rates ranging between 6.76% and 7.93%, except for two notes which bear a
fluctuating interest rate based on LIBOR plus a margin. All of the installment
notes are non-recourse and are collateralized by the equipment and assignment of
the related lease payments, except for one note which is collateralized by
certain stock interests (see Note 6). Generally, the installment notes will be
fully amortized by noncancellable rents. However, the Trust has balloon payment
obligations of $20,469,318, $2,717,790 and $282,421 at the expiration of lease
terms related to an aircraft leased to Scandinavian Airlines System, certain
rail equipment and its interest in an aircraft leased to Reno Air, Inc.,
respectively. The carrying amount of notes payable approximates fair value at
March 31, 2000.
The annual maturities of the notes payable are as follows:
<TABLE>
<S> <C>
For the year ending March 31, 2001 $26,496,507
2002 2,168,480
2003 1,964,787
2004 1,031,804
-----------
Total $31,661,578
===========
</TABLE>
NOTE 10 - GUARANTY AGREEMENT
On March 8, 2000, the Trust and three affiliated trusts entered into a
guaranty agreement whereby the trusts, jointly and severally, have guaranteed
the payment obligations under a master lease agreement between Echelon
Commercial LLC, a newly-formed Delaware company that is controlled by Gary D.
Engle, President and Chief Executive Officer of EFG, as lessee, and Heller
Affordable Housing of Florida, Inc., and two other entities, as lessor
("Heller"). The lease payments of Echelon Commercial LLC to Heller are supported
by lease payments to Echelon Commercial LLC from various sub-lessees who are
parties to commercial and residential lease agreements under the master lease
agreement. The guarantee of lease payments by the Trust and the three affiliated
trusts is capped at a maximum of $34,500,000, excluding expenses that could
result in the event that Echelon Commercial LLC experiences a default under the
terms of the master lease agreement. An agreement among the four trusts provides
that the Trust is responsible for 35.08% of the guaranteed amount, or
$12,102,600. In consideration for its guarantee, the Trust received an upfront
cash fee equal to $175,400 and will receive an annualized fee equal to 4% of the
average guarantee amount outstanding during each quarterly period. Accrued but
unpaid fees will accrue and compound interest quarterly at an annualized
interest rate of 7.5% until paid. The Trust will receive minimum aggregate fees
for its guarantee of not less than $350,800, excluding interest. During the
period March 8, 2000 to March 31, 2000, the Trust accrued a guaranty fee of
$30,929. The upfront cash fee and the accrued but unpaid guaranty fee are
reflected as Other Income on the accompanying Statement of Operations for the
three months ended March 31, 2000.
10
<PAGE>
AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Certain statements in this quarterly report of AFG Investment Trust C
(the "Trust") that are not historical fact constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and are subject to a variety of risks and uncertainties. There are a
number of important factors that could cause actual results to differ materially
from those expressed in any forward-looking statements made herein. These
factors include, but are not limited to, the collection of the Trust's
contracted rents, the realization of residual proceeds for the Trust's
equipment, the performance of the Trust's non-equipment investments, and future
economic conditions.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999:
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Trust recognized lease
revenue of $2,145,097 compared to $2,852,617 for same period in 1999. The
decrease in lease revenue from 1999 to 2000 resulted principally from lease term
expirations and the sale of equipment. The level of lease revenue to be
recognized by the Trust in the future may be impacted by future reinvestment;
however, the extent of such impact cannot be determined at this time.
The Trust's equipment portfolio includes certain assets in which the
Trust holds a proportionate ownership interest. In such cases, the remaining
interests are owned by EFG or an affiliated equipment leasing program sponsored
by EFG. Proportionate equipment ownership enables the Trust to further diversify
its equipment portfolio by participating in the ownership of selected assets,
thereby reducing the general levels of risk which could result from a
concentration in any single equipment type, industry or lessee. The Trust and
each affiliate individually report, in proportion to their respective ownership
interests, their respective shares of assets, liabilities, revenues, and
expenses associated with the equipment.
Interest income for the three months ended March 31, 2000 was $185,923
compared to $277,854 for the same period in 1999. Generally interest income is
generated from the temporary investment of rental receipts and equipment sales
proceeds in short-term instruments. Interest income in 1999 also included
interest earned on proceeds from the issuance of the Trust's Class B Interests
in 1997. The amount of future interest income is expected to fluctuate as a
result of changing interest rates, the collection of lease revenue, and the
proceeds from equipment sales, among other factors. In addition, the Trust
distributed $15,200,000 in January 2000, which resulted in a reduction in cash
available for investment.
On March 8, 2000, the Trust and three affiliated trusts entered into a
guaranty agreement whereby the trusts, jointly and severally, have guaranteed
the payment obligations under a master lease agreement between Echelon
Commercial LLC, as lessee, and Heller Affordable Housing of Florida, Inc., and
two other entities, as lessor ("Heller"). In consideration for its guarantee,
the Trust received an upfront cash fee equal to $175,400 and will receive an
annualized fee equal to 4% of the average guarantee amount outstanding during
each quarterly period. Accrued but unpaid fees will accrue and compound interest
quarterly at an annualized interest rate of 7.5% until paid. During the period
March 8, 2000 to March 31, 2000, the Trust accrued a guaranty fee of $30,929.
The upfront cash fee and the accrued but unpaid guaranty fee are reflected as
Other Income on the accompanying Statement of Operations for the three months
ended March 31, 2000.
The Trust received $261,116 in 1999 as a breakage fee from a
third-party seller in connection with a transaction for new investments that was
canceled by the seller in the first quarter of 1999. This amount is reflected as
Other Income on the accompanying Statement of Operations for the three months
ended March 31, 1999.
11
<PAGE>
AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
During the three months ended March 31, 2000, the Trust sold equipment
having a net book value of $43,140 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $227,860
compared to a net gain of $321,474 on equipment having a net book value of
$4,966,970 during the same period in 1999.
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 expense was $1,116,328 and $1,794,619 for the three months
ended March 31, 2000 and 1999, respectively. 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. In addition, the Trust recorded amortization expense of $16,450 during the
three months ended March 31, 2000 in connection with its investment in Kettle
Valley (see Note 6).
Interest expense was $669,837 or 31.2% of lease revenue in 2000 and
$658,057 or 23.1% of lease revenue in 1999. Management fees were $116,844 and
$130,104 in 2000 and 1999, respectively. Management fees are based on 5% of
gross lease revenue generated by operating leases and 2% of gross lease revenue
generated by full payout leases. Management fees also include a 1% management
fee on non-equipment investments, excluding cash.
Operating expenses consist principally of administrative charges,
professional service costs, such as audit and legal fees, as well as printing,
distribution and remarketing expenses. Collectively, operating expenses were
$105,540 and $293,619 during the three months ended March 31, 2000 and 1999,
respectively. Operating expenses were higher in 1999 principally as a result of
costs incurred of approximately $206,000 related to the repair and remarketing
of an aircraft formerly leased to Alaska Airlines, Inc. in which the Trust held
an interest. The amount of future operating expenses cannot be predicted with
certainty; however, such expenses are usually higher during the acquisition and
liquidation phases of a trust. Other fluctuations typically occur in relation to
the volume and timing of remarketing activities.
LIQUIDITY AND CAPITAL RESOURCES AND DISCUSSION OF CASH FLOWS
The Trust by its nature is a limited life entity. As an equipment
leasing program, the Trust's principal operating activities derive from asset
rental transactions. Accordingly, the Trust's principal source of cash from
12
<PAGE>
AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 $2,004,721 and $2,488,259 for the three months ended March
31, 2000 and 1999, respectively. Future renewal, re-lease and equipment sale
activities will cause a decline in the Trust's primary-term lease revenue and
corresponding sources of operating cash. Expenses associated with rental
activities, such as management fees, also 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.
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 three months ended March 31,
2000, the Trust expended $257,150 for its investment in EFG/Kirkwood (see Note
7). During the three months ended March 31, 1999, the Trust expended $3,139,648
to acquire its investment in Kettle Valley. In connection with the investment in
Kettle Valley, the Trust was paid $1,524,803 for a residual interest in an
aircraft in which the Trust owns an interest (see Note 6). During the three
months ended March 31, 2000, the Trust realized net cash proceeds from asset
disposals of $271,000 compared to $5,288,444 for the same period in 1999. Sale
proceeds in 1999 include $4,997,297 related to the Trust's 42.83% interest in a
McDonnell Douglas MD-82 aircraft formerly leased to Alaska Airlines, Inc. which
was sold in January 1999. Future inflows of cash from asset disposal
transactions will vary in timing and amount and will be influenced by many
factors including, but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market conditions. The Trust also realized proceeds from the disposition of
marketable securities of $214,608 during the three months ended March 31, 2000.
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.
During 1999, the Trust leveraged $1,332,481 of its investment in Kettle Valley
that is being amortized over 34 months (see Note 6). Generally, each note
payable is recourse only to the specific equipment financed and to the minimum
rental payments contracted to be received during the debt amortization period
(which period generally coincides with the lease rental term). As rental
payments are collected, a portion or all of the rental payment is used to repay
the associated indebtedness. In the near-term, the amount of cash used to repay
debt obligations may increase due to the financing of other newly acquired
assets. In addition, the Trust has balloon payment obligations of $20,469,318,
$2,717,790 and $282,421 at the expiration of the lease terms related to an
aircraft leased to Scandinavian Airlines System, certain rail equipment and an
aircraft leased to Reno Air, Inc., respectively.
In accordance with Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities, marketable
debt and equity securities classified as available-for-sale are required to be
carried at fair value. During the three months ended March 31, 2000, the Trust
recorded an unrealized loss on available-for-sale securities of $28,462.
At March 31, 2000, the Trust was due aggregate future minimum lease
payments of $10,217,634 from contractual lease agreements (see Note 3 to the
financial statements), a portion of which will be used to amortize the principal
balance of notes payable of $31,661,578 (see Note 9 to the financial
statements). Additional cash
13
<PAGE>
AFG Investment Trust C
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 becomes available for remarketing,
the cash flows of the Trust will become less predictable.
During 1999, the Managing Trustee evaluated and pursued a number of
potential new investments, several of which the Managing Trustee concluded had
market returns that it believed were less than adequate given the potential
risks. Most transactions involved the equipment leasing, business finance and
real estate development industries. Although the Managing Trustee intends to
continue to evaluate additional new investments, it anticipates that the Trust
will be able to fund these new investments with cash on hand or other sources,
such as the proceeds from future asset sales or refinancings and new
indebtedness. As a result, the Trust declared a special cash distribution during
the fourth quarter of 1999 to the Trust Beneficiaries totaling $15,200,000 which
was paid on January 19, 2000.
After the special distribution on January 19, 2000, the Trust adopted a
new distribution policy and suspended the payment of regular monthly cash
distributions. Looking forward, the Managing Trustee presently does not expect
to reinstate cash distributions until expiration of the Trust's reinvestment
period in December 2002; however, the Managing Trustee periodically will review
and consider other one-time distributions. In addition to maintaining sale
proceeds for reinvestment, the Managing Trustee expects that the Trust will
retain cash from operations to fully retire its balloon debt obligations and for
the continued maintenance of the Trust's assets. The Managing Trustee believes
that this change in policy is in the best interests of the Trust over the long
term and will have the added benefit of reducing the Trust's distribution
expenses.
In the future, the nature of the Trust's operations and principal cash
flows gradually will shift from rental receipts to equipment sale proceeds as
the Trust matures and change as a result of potential new investments not
consisting of equipment acquisitions. As this occurs, the Trust's cash flows
resulting from equipment investments may become more volatile in that certain of
the Trust's equipment leases will be renewed and certain of its assets will be
sold. In some cases, the Trust may be required to expend funds to refurbish or
otherwise improve the equipment being remarketed in order to make it more
desirable to a potential lessee or purchaser. The Trust's Advisor, EFG, and the
Managing Trustee will attempt to monitor and manage these events in order to
maximize the residual value of the Trust's equipment and will consider these
factors, in addition to new investment activities, the collection of contractual
rents, the retirement of scheduled indebtedness, and the Trust's future working
capital requirements, in establishing the amount and timing of future cash
distributions.
In accordance with the Trust Agreement, upon the dissolution of the
Trust, the Managing Trustee will be required to contribute to the Trust an
amount equal to any negative balance which may exist in the Managing Trustee's
tax capital account. At December 31, 1999, the Managing Trustee had a negative
tax capital account balance of $61,593. No such requirement exists with respect
to the Special Beneficiary.
14
<PAGE>
AFG Investment Trust C
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
15
<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 C
By: AFG ASIT Corporation, a Massachusetts
corporation and the Managing Trustee of
the Registrant.
By: /S/ MICHAEL J. BUTTERFIELD
---------------------------------------
Michael J. Butterfield
Treasurer AFG ASIT Corporation
(Duly Authorized Officer and
Principal Accounting Officer)
Date: MAY 15, 2000
---------------------------------------
By: /S/ GARY ROMANO
---------------------------------------
Gary M. Romano
Clerk of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Financial Officer)
Date: MAY 15, 2000
---------------------------------------
16
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<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,045,572
<SECURITIES> 279,680
<RECEIVABLES> 719,769
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,967,962
<PP&E> 60,288,746
<DEPRECIATION> (22,482,293)
<TOTAL-ASSETS> 55,612,054
<CURRENT-LIABILITIES> 1,993,938
<BONDS> 31,661,578
0
0
<COMMON> 0
<OTHER-SE> 21,956,538
<TOTAL-LIABILITY-AND-EQUITY> 55,612,054
<SALES> 0
<TOTAL-REVENUES> 2,851,288
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,355,162
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 669,837
<INCOME-PRETAX> 826,289
<INCOME-TAX> 0
<INCOME-CONTINUING> 826,289
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 826,289
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
