<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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 2110
(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 September 30, 2000 and December 31, 1999.................................... 3
Statement of Operations
for the three and nine months ended September 30, 2000 and 1999................ 4
Statement of Changes in Participants' Capital
for the nine months ended September 30, 2000................................... 5
Statement of Cash Flows
for the nine months ended September 30, 2000 and 1999.......................... 6
Notes to the Financial Statements................................................. 7-11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.................................................................. 12-16
PART II. OTHER INFORMATION:
Items 1-6.................................................................................. 17
</TABLE>
2
<PAGE>
AFG INVESTMENT TRUST C
STATEMENT OF FINANCIAL POSITION
September 30, 2000 and December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents.............................................. $ 9,379,020 $22,923,967
Marketable securities.................................................. 294,000 434,176
Rents receivable....................................................... 40,256 202,128
Accounts receivable--affiliate......................................... 104,118 940,527
Accounts receivable--other............................................. 64,816 -
Interest receivable.................................................... 6,281 14,722
Loan receivable--Kettle Valley......................................... 77,059 77,059
Investment in Kettle Valley............................................ 4,334,369 4,472,129
Investment in EFG/Kirkwood............................................. 3,529,550 2,706,800
Investments--other..................................................... 135,782 12,562
Other assets........................................................... 340,951 340,951
Equipment at cost, net of accumulated depreciation of $20,008,755
and $22,674,903 at September 30, 2000 and December 31, 1999,
respectively.......................................................... 34,360,878 38,965,921
----------- -----------
Total assets...................................................... $52,667,080 $71,090,942
=========== ===========
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable.......................................................... $26,997,840 $32,573,152
Accrued interest....................................................... 203,062 171,784
Accrued liabilities.................................................... 70,084 96,804
Accrued liabilities--affiliate......................................... 53,667 48,503
Deferred rental income................................................. 31,248 317,185
Other liabilities...................................................... 1,524,803 1,524,803
Cash distributions payable to participants............................. - 15,200,000
----------- -----------
Total liabilities................................................. 28,880,704 49,932,231
----------- -----------
Participants' capital (deficit):
Managing Trustee...................................................... 22,264 (20,275)
Special Beneficiary................................................... 184,647 (167,270)
Class A Beneficiary Interests (1,787,153 Interests; initial purchase
price of $25 each)................................................... 25,484,970 23,898,406
Class B Beneficiary Interests (3,024,740 Interests; initial purchase
price of $5 each).................................................... 432,862 (213,783)
Treasury Interests (223,861 Class A Interests at Cost)................ (2,338,367) (2,338,367)
----------- -----------
Total participants' capital....................................... 23,786,376 21,158,711
----------- -----------
Total liabilities and participants' capital....................... $52,667,080 $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 and nine months ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
2000 1999 2000 1999
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Income:
Lease revenue........................ $1,768,284 $2,504,766 $5,948,971 $ 8,122,970
Interest income...................... 167,801 294,208 506,033 886,187
Gain on sale of equipment............ 1,409,938 1,016,037 1,761,928 1,970,770
Gain on sale of marketable
securities.......................... - - 86,079 -
Other income......................... 33,886 - 240,215 261,116
---------- ---------- ---------- -----------
Total income..................... 3,379,909 3,815,011 8,543,226 11,241,043
---------- ---------- ---------- -----------
Expenses:
Depreciation......................... 972,151 1,255,282 3,196,279 4,615,496
Amortization......................... 16,450 - 49,350 -
Interest expense..................... 584,146 646,037 1,895,192 1,962,321
Management fees - affiliates......... 99,842 131,541 329,346 396,265
Operating expenses - affiliate....... 141,247 416,145 338,833 933,776
Loss on investment in Kettle Valley.. 88,410 - 88,410 -
---------- ---------- ---------- -----------
Total expenses................... 1,902,246 2,449,005 5,897,410 7,907,858
---------- ---------- ---------- -----------
Net income............................ $1,477,663 $1,366,006 $2,645,816 $ 3,333,185
========== ========== ========== ===========
Net income
per Class A Beneficiary Interest..... $ 0.59 $ 0.47 $ 0.90 $ 1.13
========== ========== ========== ===========
per Class B Beneficiary Interest..... $ 0.09 $ 0.13 $ 0.21 $ 0.32
========== ========== ========== ===========
Cash distributions declared
per Class A Beneficiary Interest..... $ - $ 0.41 $ - $ 2.03
========== ========== ========== ===========
per Class B Beneficiary Interest..... $ - $ 0.12 $ - $ 0.35
========== ========== ========== ===========
</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 nine months ended September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Managing Special Class A Class B
Trustee Beneficiary Beneficiaries Beneficiaries Treasury
Amount Amount Interests Amount Interests Amount Interests Total
------ ------ --------- ------ --------- ------ --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999...... $(20,275) $(167,270) 1,787,153 $23,898,406 3,024,740 $(213,783) $(2,338,367) $21,158,711
Net income....................... 42,720 352,440 - 1,604,813 - 645,843 - 2,645,816
Unrealized gain (loss) on mar-
ketable securities/marketable
securities--affiliate........... (181) (523) - (18,249) - 802 - (18,151)
-------- --------- --------- ----------- --------- --------- ----------- -----------
Comprehensive income.............. 42,539 351,917 - 1,586,564 - 646,645 - 2,627,665
-------- --------- --------- ----------- --------- --------- ----------- -----------
Balance at September 30, 2000..... $ 22,264 $ 184,647 1,787,153 $25,484,970 3,024,740 $ 432,862 $(2,338,367) $23,786,376
======== ========= ========= =========== ========= ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
AFG INVESTMENT TRUST C
STATEMENT OF CASH FLOWS
For the nine months ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
2000 1999
------------ -----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income..................................................... $ 2,645,816 $ 3,333,185
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................ 3,245,629 4,615,496
Accretion of bond discount................................... (6,504) -
Gain on sale of equipment.................................... (1,761,928) (1,970,770)
Gain on sale of marketable securities........................ (86,079) -
Loss on investment in Kettle Valley.......................... 88,410 -
Changes in assets and liabilities
Decrease (increase) in:
Rents receivable............................................. 161,872 187,415
Accounts receivable - affiliate.............................. 836,409 376,141
Accounts receivable - other.................................. (64,816) -
Interest receivable.......................................... 8,441 -
Loan receivable - Kettle Valley.............................. - (50,604)
Increase (decrease) in:
Accrued interest............................................. 31,278 27,426
Accrued liabilities.......................................... (26,720) (265,408)
Accrued liabilities--affiliate............................... 5,164 10,690
Deferred rental income....................................... (285,937) (356,855)
------------ -----------
Net cash provided by operating activities................. 4,791,035 5,906,716
------------ -----------
Cash flows provided by (used in) investing activities:
Proceeds from equipment sales................................. 3,170,692 7,115,174
Proceeds from sale of marketable securities................... 214,608 -
Investment in EFG/Kirkwood.................................... (822,750) (2,424,000)
Investment in Kettle Valley................................... - (3,139,648)
Investments--other............................................ (123,220) -
Other liabilities............................................. - 1,524,803
Purchase of marketable securities............................. - (128,529)
------------ -----------
Net cash provided by investing activities................. 2,439,330 2,947,800
------------ -----------
Cash flows provided by (used in) financing activities:
Principal payments--notes payable............................. (5,575,312) (2,756,348)
Distributions paid............................................ (15,200,000) (5,025,949)
Restricted cash............................................... - 4,919,327
------------ -----------
Net cash used in financing activities..................... (20,775,312) (2,862,970)
------------ -----------
Net (decrease) increase in cash and cash equivalents........... (13,544,947) 5,991,546
Cash and cash equivalents at beginning of period............... 22,923,967 17,025,123
------------ -----------
Cash and cash equivalents at end of period..................... $ 9,379,020 $23,016,669
============ ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest...................... $ 1,863,914 $ 1,934,895
============ ===========
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
September 30, 2000
(Unaudited)
Note 1--Basis of Presentation
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles for interim financial information and
with 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 have been no material changes 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 September 30, 2000 and December 31, 1999 and results of operations
for the three and nine months ended September 30, 2000 and 1999 have been made
and are reflected.
Certain 1999 balances have been reclassified to conform to the 2000
presentation.
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 a net unrealized loss on available-for-sale securities of
$18,151 during the nine months ended September 30, 2000 that is included as a
separate component of participants' capital. At September 30, 2000, total debt
securities had an amortized cost of $291,984 and a fair value of $294,000.
During the nine months ended September 30, 2000, total comprehensive income
amounted to $2,627,665.
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 $17,033,087 are due as follows:
For the year ending September 30,
2001................... $ 5,953,572
2002................... 5,466,351
2003................... 5,041,224
2004................... 571,940
-----------
Total.................. $17,033,087
===========
7
<PAGE>
AFG INVESTMENT TRUST C
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 3--Revenue Recognition
During 2000, the Trust and an affiliated trust owning an interest in a
Boeing 767-300 aircraft entered into a lease extension agreement with
Scandinavian Airlines System. The lease extension, effective upon the expiration
of the existing lease term on December 29, 2000, extended the lease for an
additional two years and eleven months, commencing December 30, 2000 and
terminating November 29, 2003. Under the terms of this agreement, the Trust will
receive aggregate rents of $9,741,270 over the term of this extension.
Note 4--Other Assets
Other assets represent a security deposit with the local government in
British Columbia, Canada, related to the Trust's investment in Kettle Valley.
Note 5--Equipment
The following is a summary of equipment owned by the Trust at September 30,
2000. Remaining Lease Term (Months), as used below, represents the number of
months remaining from September 30, 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.
Remaining
Lease Term Equipment
Equipment Type (Months) at Cost
-------------- ------ -------
Aircraft...................... 27-38 $32,134,911
Manufacturing................. 0-35 9,053,648
Locomotives................... 42 4,574,489
Materials handling............ 0-29 4,376,876
Construction and mining....... 0-15 2,209,691
Computers and peripherals..... 0-2 1,796,318
Research & test............... 0 220,896
Photocopying.................. 0 2,804
-----------
Total equipment cost 54,369,633
Accumulated depreciation 20,008,755
-----------
Equipment, net of
accumulated depreciation $34,360,878
===========
At September 30, 2000, the Trust's equipment portfolio included equipment
having a proportionate original cost of $38,561,420, representing approximately
71% of total equipment cost.
Certain of the Trust's equipment and the related lease streams were used to
secure the Trust's term loans with third-party lenders. The preceding summary
includes leveraged equipment having an aggregate original cost of approximately
$45,362,980 and a net book value of $34,014,919 at September 30, 2000.
The summary above includes fully-depreciated equipment held for sale or re-
lease with a cost of $1,613,675. The Managing Trustee is actively seeking the
sale or re-lease of all equipment not on lease.
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
8
<PAGE>
AFG INVESTMENT TRUST C
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 6--Investment in Kettle Valley (continued)
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 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 $4,472,129, including a 1% acquisition fee of $44,279 paid to EFG.
The acquisition was funded with cash of $3,139,648 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 $49,350 for the
nine months ended September 30, 2000.
The Trust accounts for its investment Kettle Valley using the equity method
of accounting. Under the equity method of accounting, the Trust's investment is
(i) increased (decreased) to reflect the Trust's share of income (loss) of the
investee and (ii) decreased to reflect any distributions the Trust received from
the investee. The Trust's investment was decreased by $88,410 during the nine
months ended September 30, 2000, reflecting its share of loss from Kettle
Valley.
In addition, the seller purchased a residual sharing interest in a Boeing
767-300 aircraft 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 September 30, 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 acquiring preferred and common stock
interest in Kirkwood Associates Inc. ("KAI"). 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.
On May 1, 2000 the Trusts exchanged their interests in KAI common stock and
preferred stock for corresponding pro-rata interests in Mountain Resort Holdings
LLC ("Mountain Resort"). Mountain Resort 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 Mountain Resort, 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
9
<PAGE>
AFG INVESTMENT TRUST C
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 7--Investment in EFG/Kirkwood (continued)
ski resort. The Trust's ownership interest in EFG/Kirkwood had a cost of
$3,529,550, including a 1% acquisition fee ($34,946) 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 nine month periods ended September 30, 2000
and 1999, which were paid or accrued by the Trust to EFG or its Affiliates, are
as follows:
<TABLE>
<CAPTION>
For the nine months ended
September 30,
---------------------------
2000 1999
-------- ----------
<S> <C> <C>
Management fees......................................... $329,346 $ 396,265
Acquisition fees........................................ 9,366 25,285
Administrative charges.................................. 137,048 151,095
Reimbursable operating expenses due to third parties.... 201,785 782,681
-------- ----------
Total.............................................. $677,545 $1,355,326
======== ==========
</TABLE>
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
September 30, 2000, the Trust was owed $104,118 by EFG for such funds and the
interest thereon. These funds were remitted to the Trust in October 2000.
Note 9--Notes Payable
Notes payable at September 30, 2000 consisted of installment notes of
$26,997,840 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. Generally, the installment notes will be fully
amortized by noncancellable rents. However, the Trust has balloon payment
obligations of $20,469,318 and $282,421 at the expiration of lease terms related
to an aircraft leased to Scandinavian Airlines System ("SAS") and its interest
in an aircraft leased to Reno Air, Inc., respectively. The Managing Trustee is
currently negotiating with the lender of the SAS debt to extend the term of the
debt consistent with the term of the SAS lease extension (See Note 3). The
carrying amount of notes payable approximates fair value at September 30, 2000.
The annual maturities of the notes payable are as follows:
10
<PAGE>
AFG INVESTMENT TRUST C
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 9--Notes Payable (continued)
For the year ending September 30,
2001................. $22,963,534
2002................. 1,875,215
2003................. 1,872,752
2004................. 286,339
-----------
Total........ $26,997,840
===========
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 current
guaranteed amount, or $8,376,784 at September 30, 2000. In consideration for its
guarantee, the Trust 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 nine months
ended September 30, 2000, the Trust received an upfront cash fee of $175,400 and
recognized $240,215 of income related to this guaranty fee. The guaranty fee is
reflected as Other Income on the accompanying Statement of Operations for the
nine months ended September 30, 2000.
11
<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 and nine months ended September 30, 2000 compared to the three and nine
months ended September 30, 1999
Results of Operations
For the three and nine months ended September 30, 2000, the Trust
recognized lease revenue of $1,768,284 and $5,948,971, respectively, compared to
$2,504,766 and $8,122,970, respectively, for same periods in 1999. The decrease
in lease revenue from 1999 to 2000 resulted primarily from lease term
expirations and equipment sales. 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 and nine months ended September 30, 2000 was
$167,801 and $506,033, respectively, compared to $294,208 and $886,187,
respectively, for the same periods 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, and the amount of cash available for
investment, among other factors. In addition, the Trust made a distribution of
$15,200,000 in January 2000, which resulted in a reduction in cash available for
investment.
During the three and nine months ended September 30, 2000, the Trust sold
equipment having a net book value of $1,359,354 and $1,408,764, respectively, to
existing lessees and third parties. These sales resulted in a net gain, for
financial statement purposes, of $1,409,938 and $1,761,928, respectively.
During the three and nine months ended September 30, 1999, the Trust sold
equipment having a net book value of $103,608 and $5,144,404 to existing lessees
and third parties. These sales resulted in a net gain, for financial statement
purposes, of $1,016,037 and $1,970,770, respectively.
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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.
During the nine months ended September 30, 2000, the Trust sold marketable
securities, having a book value of $128,529, resulting in a gain, for financial
statement purposes, of $86,079.
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 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 nine months ended September 30, 2000, the Trust received
an upfront cash fee of $175,400 and recognized $240,215 of income related to
this guaranty fee. The guaranty fee is reflected as Other Income on the
accompanying Statement of Operations for the nine months ended September 30,
2000. See additional discussion in Note 10 to the financial statements herein.
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 during the first quarter of 1999. This amount is reflected as Other
Income on the accompanying Statement of Operations for the nine months ended
September 30, 1999.
Depreciation expense was $972,151 and $3,196,279, respectively, for the
three and nine months ended September 30, 2000 compared to $1,255,282 and
$4,615,496, respectively, for the same periods of 1999. 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 and $49,350 during the three and nine months ended September
30, 2000, respectively, in connection with its investment in Kettle Valley (see
Note 6 to the financial statements herein).
Interest expense was $584,146 and $1,895,192 for the three and nine months
ended September 30, 2000, respectively, compared to $646,037 and $1,962,321, for
the same periods in 1999. Interest expense will decline in future periods as the
principal balance of notes payable is reduced through the application of rent
receipts to outstanding debt.
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Management fees were $99,842 and $329,346, respectively, during the three and
nine months ended September 30, 2000, compared to $131,541 and $396,265,
respectively, for the same periods in 1999. 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. Operating expenses were $141,247 and $338,833 for the
three and nine months ended September 30, 2000, respectively, compared to
$416,145 and $933,776 for the same periods in 1999. 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 and legal fees
incurred of approximately $198,000 related to the Trust's investments in
Kettle Valley and EFG/Kirkwood. In addition, operating expenses in 1999 include
an adjustment for 1998 actual administrative and third party costs of
approximately $74,000. 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.
During the three and nine months ended September 30, 2000, the Trust recorded
a loss on investment in Kettle Valley of $88,410. This represents the Trust's
share of losses of Kettle Valley recorded under the equity method of accounting.
See further discussion below.
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 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 $4,791,035 and $5,906,716 for the nine months ended September 30,
2000 and 1999, respectively. Future renewal, re-lease and equipment sale
activities will cause a decline in the Trust's 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 nine months ended September 30, 2000 and
1999, the Trust expended $822,750 and $2,424,000, respectively, for its
investment in EFG/Kirkwood (see Note 7 to the financial statements herein).
During the nine months ended September 30, 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 to the financial
statements herein). The Trust expended $123,220 to acquire certain other
investments and $128,529 to purchase marketable securities during the nine
months ended September 30, 2000 and 1999, respectively. During the nine months
ended September 30, 2000, the Trust realized net cash proceeds from equipment
disposals of $3,170,692 compared to $7,115,174 for the same period in 1999. Sale
proceeds in 2000 include $2,717,790 related to the Trust's 66% interest in
certain rail equipment which was sold in July 2000. 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 equipment disposal transactions will
vary in timing and amount and will be influenced by many factors including,
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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 nine months ended September 30, 2000.
At September 30, 2000, the Trust was due aggregate future minimum lease
payments of $17,033,087 from contractual lease agreements, a portion of which
will be used to amortize the principal balance of notes payable of $26,997,840.
See Notes 3 and 9 to the financial statements herein. 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 becomes available for remarketing, the cash flows
of the Trust will become less predictable.
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 nine months ended September 30, 2000, the
Trust recorded a net unrealized loss on available-for-sale securities of
$18,151.
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. 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. The amount
of cash used to repay debt obligations may fluctuate in the future due to the
financing of assets which may be acquired. In addition, the Trust has balloon
payment obligations of $20,469,318 and $282,421 at the expiration of the lease
terms related to an aircraft leased to Scandinavian Airlines System ("SAS") and
an aircraft leased to Reno Air, Inc., respectively. The Managing Trustee is
currently negotiating with the lender of the SAS debt to extend the term of the
debt consistent with the terms of the SAS lease extention. (See Notes 3 and 9 to
the financial statements herein.)
The Managing Trustee has 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 sales
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
will continue to shift from rental receipts to equipment sale proceeds as the
Trust matures and changes 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
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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.
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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
27 Financial Data Schedule
Item 6(b). Reports on Form 8-K
Response: None
EXHIBIT INDEX
Exhibit Description
------- -----------
27 Financial Data Schedule
17
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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.
/s/ Michael J. Butterfield
By:
Michael J. Butterfield
Treasurer of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Accounting Officer)
Date: November 14, 2000
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