<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
-------------------------------------------------
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, 1998 Commission File No. 33-42946
AFG Investment Trust D
- --------------------------------------------------------------------------------
(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 D
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at March 31, 1998 and December 31, 1997 3
Statement of Operations
for the three months ended March 31, 1998 and 1997 4
Statement of Cash Flows
for the three months ended March 31, 1998 and 1997 5
Notes to the Financial Statements 6-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-18
PART II. OTHER INFORMATION:
Items 1 - 6 19
</TABLE>
2
<PAGE>
AFG Investment Trust D
STATEMENT OF FINANCIAL POSITION
March 31, 1998 and December 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 4,847,176 $ 4,218,502
Restricted cash 10,712,105 10,712,105
Cash held in escrow 3,035,956 3,017,318
Rents receivable 1,783,942 2,133,873
Accounts receivable - affiliate 419,207 508,209
Equipment at cost, net of accumulated depreciation of
$41,948,624 and $38,811,298 at March 31, 1998
and December 31, 1997, respectively 69,446,829 72,711,968
Organization costs, net of accumulated amortization of
$4,500 and $4,250 at March 31, 1998
and December 31, 1997, respectively 500 750
------------ ------------
Total assets $ 90,245,715 $ 93,302,725
============ ============
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable $ 40,822,543 $ 43,102,250
Accrued interest 431,842 492,620
Accrued liabilities 20,713 11,550
Accrued liabilities - affiliate 85,272 113,323
Deferred rental income 177,116 39,331
Cash distributions payable to participants 480,436 480,436
------------ ------------
Total liabilities 42,017,922 44,239,510
------------ ------------
Participants' capital (deficit):
Managing Trustee 5,126 (45,553)
Special Beneficiary 42,585 (379,308)
Class A Beneficiary Interests (1,935,755 Interests;
initial purchase price of $25 each) 35,684,803 36,477,495
Class B Beneficiary Interests (3,142,083 Interests;
initial purchase price of $5 each) 14,101,601 14,616,903
Treasury Interests (153,275 Interests at Cost) (1,606,322) (1,606,322)
------------ ------------
Total participants' capital 48,227,793 49,063,215
------------ ------------
Total liabilities and participants' capital $ 90,245,715 $ 93,302,725
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
3
<PAGE>
AFG Investment Trust D
STATEMENT OF OPERATIONS
for the three months ended March 31, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Income:
Lease revenue $ 4,977,782 $ 4,759,553
Interest income 217,980 121,151
Loss on sale of equipment (41,390) (4,946)
----------- -----------
Total income 5,154,372 4,875,758
----------- -----------
Expenses:
Depreciation and amortization 3,287,507 3,142,119
Interest expense 932,420 654,992
Equipment management fees - affiliate 234,552 219,681
Operating expenses - affiliate 93,999 140,602
----------- -----------
Total expenses 4,548,478 4,157,394
----------- -----------
Net income $ 605,894 $ 718,364
=========== ===========
Net income
per Class A Beneficiary Interest
$ -- $ 0.31
=========== ===========
per Class B Beneficiary Interest $ -- $ --
=========== ===========
Cash distributions declared
per Class A Beneficiary Interest
$ 0.41 $ 0.41
=========== ===========
per Class B Beneficiary Interest $ 0.16 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
4
<PAGE>
AFG Investment Trust D
STATEMENT OF CASH FLOWS
for the three months ended March 31, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from (used in) operating activities:
Net income $ 605,894 $ 718,364
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 3,287,507 3,142,119
Loss on sale of equipment 41,390 4,946
Changes in assets and liabilities
Decrease (increase) in:
Cash held in escrow (18,638) --
Rents receivable 349,931 742,010
Accounts receivable - affiliate 89,002 3,484,826
Increase (decrease) in:
Accrued interest (60,778) (235,458)
Accrued liabilities 9,163 (4,500)
Accrued liabilities - affiliate (28,051) (109,331)
Deferred rental income 137,785 171,091
------------ ------------
Net cash from operating activities 4,413,205 7,914,067
------------ ------------
Cash flows from (used in) investing activities:
Purchase of equipment (87,748) --
Proceeds from equipment sales 24,240 6,500
------------ ------------
Net cash from (used in) investing activities (63,508) 6,500
------------ ------------
Cash flows used in financing activities:
Principal payments - notes payable (2,279,707) (3,233,970)
Distributions paid (1,441,316) (942,653)
------------ ------------
Net cash used in financing activities (3,721,023) (4,176,623)
------------ ------------
Net increase in cash and cash equivalents 628,674 3,743,944
Cash and cash equivalents at beginning of period 4,218,502 6,640,347
------------ ------------
Cash and cash equivalents at end of period $ 4,847,176 $ 10,384,291
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 993,198 $ 890,450
============ ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
5
<PAGE>
AFG Investment Trust D
Notes to the Financial Statements
March 31, 1998
(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 1997 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1997 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, 1998 and December 31, 1997 and results of operations for
the three month periods ended March 31, 1998 and 1997 have been made and are
reflected.
NOTE 2 - CASH
At March 31, 1998, the Trust had $15,057,030 invested in federal agency
discount notes and reverse repurchase agreements secured by U.S. Treasury Bills
or interests in U.S. Government securities. Such cash includes $10,712,105 which
represents net proceeds realized from the offering of the Class B Interests less
the portion thereof used to pay a special distribution to the Class A
Beneficiaries and to redeem Class A Interests (see Note 9). These funds are
reserved for future purchases of Class A Interests pursuant to the Trust
Agreement and are classified as Restricted Cash on the Trust's Statement of
Financial Position at March 31, 1998 and December 31, 1997. Approximately,
$7,000,000 (including the cash held in escrow at March 31, 1998) of the Trust's
cash is expected to be used to acquire reinvestment equipment in 1998 and 1999.
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 non-cancelable rental payments associated with the attendant lease
agreements. Future minimum rents of $20,023,405 are due as follows:
<TABLE>
<CAPTION>
<S> <C>
For the year ending March 31, 1999 $ 9,337,700
2000 4,705,584
2001 3,347,022
2002 1,784,645
2003 848,454
-----------
Total $20,023,405
===========
</TABLE>
6
<PAGE>
AFG Investment Trust D
Notes to the Financial Statements
(Continued)
NOTE 4 - EQUIPMENT
The following is a summary of equipment owned by the Trust at March 31, 1998.
Remaining Lease Term (Months), as used below, represents the number of months
remaining from March 31, 1998 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 Equis Financial Group Limited Partnership ("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 0-57 $ 52,946,296
Vessels 54 13,875,360
Locomotives 27 10,684,643
Construction and mining 0-51 6,209,244
Materials handling 0-48 6,185,493
Computers and peripherals 0-24 5,474,624
Retail store fixtures 0-21 4,926,665
Manufacturing 2-9 3,849,128
Miscellaneous 0-32 3,564,568
Communications 0 1,834,800
Research & test 0-24 664,901
Tractors & heavy duty trucks 0-12 616,102
Furniture & fixtures 0 271,945
Trailers/intermodal containers 3 187,474
Photocopying 0 65,711
Motor vehicles 9 38,499
------------
Total equipment cost 111,395,453
Accumulated depreciation (41,948,624)
------------
Equipment, net of accumulated depreciation $ 69,446,829
============
</TABLE>
At March 31, 1998, the Trust's equipment portfolio included equipment having
a proportionate original cost of $45,527,100, representing approximately 41% of
total equipment cost.
At March 31, 1998, the cost and net book value of equipment held for sale or
re-lease was approximately $155,000 and $52,000, respectively. The Managing
Trustee is actively seeking the sale or re-lease of all equipment not on lease.
In addition, the summary above also includes equipment being leased on a
month-to-month basis.
7
<PAGE>
AFG Investment Trust D
Notes to the Financial Statements
(Continued)
NOTE 5 - 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, 1998 and
1997, which were paid or accrued by the Trust to EFG or its Affiliates, are as
follows:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Equipment acquisition fees $ 2,556 $ --
Equipment management fees 234,552 219,681
Administrative charges 20,046 12,159
Reimbursable operating expenses
due to third parties 73,953 128,443
-------- --------
Total $331,107 $360,283
======== ========
</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 March 31,
1998, the Trust was owed $419,207 by EFG for such funds and the interest
thereon. These funds were remitted to the Trust in April 1998.
Refer to Note 8 regarding the purchase of Class B Interests by an affiliate,
Equis II Corporation and the change in ownership of the Managing Trustee.
NOTE 6 - NOTES PAYABLE
Notes payable at March 31, 1998 consisted of installment notes of $40,822,543
payable to banks and institutional lenders. The notes bear interest rates
ranging between 6.7% and 13.75%, except for one note which bears a fluctuating
interest rate based on LIBOR (5.63% at March 31, 1998) plus a margin. 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 balloon
payment obligations of $22,162,280, $1,476,981 and $282,421 at the expiration of
the primary lease terms related to an aircraft leased to Scandinavian Airlines
System, certain rail equipment, and an aircraft leased to Reno Air, Inc.,
respectively. The carrying value of notes payable approximates fair value at
March 31, 1998.
The annual maturities of the notes payable are as follows:
<TABLE>
<CAPTION>
<S> <C>
For the year ending March 31, 1999 $29,703,513
2000 4,913,458
2001 3,335,272
2002 1,771,575
2003 1,098,725
-----------
Total $40,822,543
===========
</TABLE>
NOTE 7 - LEGAL PROCEEDINGS
On or about January 15, 1998, certain plaintiffs (the "Plaintiffs") filed a
class and derivative action, captioned Leonard Rosenblum, et al. v. Equis
Financial Group Limited Partnership, et al., in the United States District Court
for the Southern District of Florida (the "Court") on behalf of a proposed class
of investors in 28 equipment leasing
8
<PAGE>
AFG Investment Trust D
Notes to the Financial Statements
(Continued)
programs sponsored by EFG, including the Trust (collectively, the "Nominal
Defendants"), against EFG and a number of its affiliates, including the Managing
Trustee, as defendants (collectively, the "Defendants"). Certain of the
Plaintiffs, on or about June 24, 1997, had filed an earlier derivative action,
captioned Leonard Rosenblum, et al. v. Equis Financial Group Limited
Partnership, et al., in the Superior Court of the Commonwealth of Massachusetts
on behalf of the Nominal Defendants against the Defendants. Both actions are
referred to herein collectively as the "Class Action Lawsuit."
The Plaintiffs have asserted, among other things, claims against the
Defendants on behalf of the Nominal Defendants for violations of the Securities
Exchange Act of 1934, common law fraud, breach of contract, breach of fiduciary
duty, and violations of the partnership or trust agreements that govern each of
the Nominal Defendants. The Defendants have denied, and continue to deny, that
any of them have committed or threatened to commit any violations of law or
breached any fiduciary duties to the Plaintiffs or the Nominal Defendants.
On March 9, 1998, counsel for the Defendants and the Plaintiffs entered into
a Memorandum of Understanding setting forth the terms pursuant to which a
settlement of the Class Action Lawsuit is intended to be achieved and which,
among other things, is expected to reduce the burdens and expenses attendant to
continuing litigation. The Memorandum of Understanding represents a preliminary
step towards a comprehensive Stipulation of Settlement between the parties that
must be presented to and approved by the Court as a condition precedent to
effecting a settlement. The Memorandum of Understanding (i) prescribes a number
of conditions necessary to achieving a settlement, including providing the
beneficiaries (or partners, as applicable) of the Nominal Defendants with the
opportunity to vote on any settlement and (ii) contemplates various changes
that, if effected, would alter the future operations of the Nominal Defendants
(see Note 10). To the extent that the parties agree upon a Stipulation of
Settlement that is approved by the Court, the complete terms thereof will be
communicated to all of the beneficiaries (or partners) of the Nominal Defendants
to enable them to vote thereon.
There can be no assurance that the parties will agree on a Stipulation of
Settlement, or that it will be approved by the Court, or that the outcome of the
voting by the beneficiaries (or partners) of the Nominal Defendants, including
the Trust, will result in a settlement finally being effected or in the Trust
being included in any such settlement. The Managing Trustee and its affiliates,
in consultation with counsel, concur that there is a reasonable basis to believe
that a Stipulation of Settlement will be agreed upon by the parties and approved
by the Court. In the absence of a Stipulation of Settlement approved by the
Court, the Defendants intend to defend vigorously against the claims asserted in
the Class Action Lawsuit. The Managing Trustee and its affiliates cannot predict
with any degree of certainty the ultimate outcome of such litigation.
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 discussed settlement with respect to this
matter for some time, the negotiations were unsuccessful. Notwithstanding these
discussions, EFG recently filed an Amended and Supplemental Complaint alleging
further default under the MLA and EFG recently filed a motion for Summary
Judgment on all claims and counterclaims. The Court held a hearing on EFG's
motion in December 1997 and the Court recently entered a decision dismissing
certain of National Steel's counterclaims and finding in favor of EFG on certain
issues and in favor of National Steel on other issues. The Trust does not
anticipate that it will experience any material losses as a result of this
action.
9
<PAGE>
AFG Investment Trust D
Notes to the Financial Statements
(Continued)
NOTE 8 - ISSUANCE OF CLASS B 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 Class
A Interests held by all Beneficiaries. A majority of the Class A Interests,
representing 1,210,746 Interests or 58% of all Class A Interests, voted in favor
of the Amendment; 229,836 Interests or 11% of all Class A Interests voted
against the Amendment; and 39,233 Interests or 2% of all Class A Interests
abstained. Approximately 71% of all Class A 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 3,142,083 Class B Interests at $5.00 per interest, thereby
generating $15,710,415 in aggregate Class B capital contributions. Class A
Beneficiaries purchased 1,400 Class B Interests, generating $7,000 of such
aggregate capital contributions, and the Special Beneficiary, EFG, purchased
3,140,683 Class B Interests, generating $15,703,415 of such aggregate capital
contributions. The Trust incurred offering costs in the amount of $157,104 and
professional service costs of $159,066 in connection with this offering.
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 used a portion of the net cash proceeds realized from the
issuance of the Class B Interests to pay a one-time special cash distribution of
approximately $1.47 per Class A Interest to the Class A Beneficiaries of the
Trust. The Managing Trustee declared and paid this special cash distribution,
aggregating $3,075,818, to the Class A Beneficiaries on August 15, 1997.
NOTE 9 - REDEMPTION OF CLASS A INTERESTS
On August 7, 1997, the Trust commenced an offer to purchase up to 45% of the
outstanding Class A 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. On October 10, 1997,
the Trust used
10
<PAGE>
AFG Investment Trust D
Notes to the Financial Statements
(Continued)
$1,606,322 of the net proceeds realized from the offering of the Class B
Interests to purchase 153,275 of the Class A Interests tendered as a result of
the offer. The Tender Documents described, among other things, the terms of the
offer and the purchase price per Class A Interest being offered by the Trust.
The Trust intends to purchase additional outstanding Class A Interests through
future offers to purchase during the Initial Redemption Period (two years
following the close of the Class B offering which occurred on July 17,1997).
These purchases will be funded by the net proceeds realized from the issuance of
the Class B Interests and are classified as Restricted Cash on the Trust's
Statement of Financial Position at March 31, 1998 and December 31, 1997 (see
also Note 10).
NOTE 10 - SUBSEQUENT EVENT
On May 5, 1998, the Trust filed a definitive Solicitation Statement with the
United States Securities and Exchange Commission in connection with the
solicitation by the Trust of the consent of the Beneficiaries to a proposed
amendment (the "Amendment") to the Second Amended and Restated Declaration of
Trust (the "Trust Agreement"). The Solicitation Statement and Consent of
Beneficiary were mailed to all of the Beneficiaries of the Trust on May 6, 1998.
The Beneficiaries were requested to use the Consent of Beneficiary to vote on
several proposals and return their votes on or before June 5, 1998.
Subject to attaining a settlement in the Class Action Lawsuit described in
Note 7 herein, the Amendment, if approved, would modify the Trust Agreement in
the following principal respects: (i) the Trust would pay a Special Cash
Distribution to the Class A Beneficiaries of record as of September 1, 1997, or
to their successors or assigns, totaling $1,572,405 (or approximately $0.75 per
Class A Beneficiary Interest) using a portion of the Class B capital
contributions that otherwise would be distributed as a Class B Capital
Distribution to Equis II Corporation, the parent company of the Managing Trustee
and an affiliate of EFG; (ii) Equis II Corporation will be required to reduce
its prospective Class B Capital Distributions by $3,537,910 and treat such
amount as a long-term equity investment in the Trust; (iii) certain voting
restrictions will be placed upon the Class B Interests owned by Equis II
Corporation; (iv) the Trust's reinvestment period, which presently is scheduled
to expire on February 6, 1999, will be extended until December 31, 2002; and (v)
acquisition fees paid to EFG in connection with reinvestment assets acquired
after the Amendment date will be reduced from a maximum of 3% to 1% and
management fees earned in connection with such assets will be reduced from a
maximum of 5% to 2%.
The proposed Amendment also provides for other modifications to the Trust
Agreement which are not contingent upon reaching a settlement in the Class
Action Lawsuit, principally as follows: (i) the Trust's stated investment
policies and objectives will be broadened to permit the Trust to invest in
assets other than leased equipment, and (ii) the Trust's financing provisions
will be modified to eliminate any cap on the amount of aggregate Trust
indebtedness and permit the Trust to use cross-collateralized and other recourse
debt structures, thereby enabling the Trust to secure financing at interest
rates that, generally, would be lower than under current borrowing arrangements.
The Solicitation Statement contains additional information concerning the
proposed Amendment and associated risk factors. The Amendment will be adopted or
rejected based upon the majority of the Class A Interests actually voted
(including 44,084 Class A Interests owned by affiliates of EFG). Accordingly,
the Amendment will be adopted no matter how few Class A Interests are actually
voted, provided the majority of those Interests are voted in favor of the
Amendment. Although Equis II Corporation has voting control of the Trust, it
will vote its Class B Interests in the same proportion in which the majority of
the Class A Interests are voted.
11
<PAGE>
AFG Investment Trust D
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 D ("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 outcome of the Class Action Lawsuit
described in Note 7 to the accompanying financial statements, and the ability of
Equis Financial Group Limited Partnership (formerly American Finance Group)
("EFG") to collect all rents due under the attendant lease agreements and to
successfully remarket, the Trust's equipment, upon the expiration of such
leases.
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. EFG's computer
programs were designed and written using four digits to define the applicable
year. As a result, EFG does not anticipate system failure or miscalculations
causing disruptions of operations. Based on recent assessments, EFG determined
that minimal modification of software is required so that its network operating
system will function properly with respect to dates in the year 2000 and
thereafter. EFG believes that with these modifications to the existing operating
system, the Year 2000 Issue will not pose significant operational problems for
its computer systems. EFG will utilize internal resources to upgrade software
for Year 2000 modifications and anticipates completing the Year 2000 project by
December 31, 1998, which is prior to any anticipated impact on its operating
system. The total cost of the Year 2000 project is expected to be insignificant
and have no effect on the results of operations of the Trust.
Three months ended March 31, 1998 compared to the three months ended March 31,
1997:
Overview
As an equipment leasing trust, the Trust was organized to acquire a
diversified portfolio of capital equipment subject to lease agreements with
third parties. The Trust was designed to progress through three principal
phases: acquisitions, operations, and liquidation. During the operations phase,
a period of approximately six years, all equipment in the Trust's portfolio will
progress through various stages. Initially, all equipment will generate rental
revenues under primary term lease agreements. During the life of the Trust,
these agreements will expire on an intermittent basis and equipment held
pursuant to the related leases will be renewed, re-leased or sold, depending on
prevailing market conditions and the assessment of such conditions by 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
fluctuate. Presently, the Trust is a Nominal Defendant in a Class Action
Lawsuit. The outcome of the Class Action Lawsuit could alter the future business
operations of the Trust. See Note 7 to the accompanying financial statements.
The Trust's operations commenced in 1993.
Results of Operations
For the three months ended March 31, 1998, the Trust recognized lease revenue
of $4,977,782 compared to $4,759,553 for the three months ended March 31, 1997.
The increase in lease revenue from 1997 to 1998 was primarily attributable to
the acquisition of additional equipment during the second six months of 1997,
pursuant to the reinvestment provisions of the Amended and Restated Declaration
of Trust (the "Trust Agreement"). In the near-term, aggregate rental revenues
are expected to increase due to reinvestment of available proceeds in other
equipment. Over time, the level of lease revenue will decline due to the
expiration of the Trust's primary lease term agreements. The future level of
lease revenue to be recognized by the Trust may be impacted by the proposed
amendment to the Trust Agreement as described in Note 10 to the accompanying
financial statements.
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AFG Investment Trust D
FORM 10-Q
PART I. FINANCIAL INFORMATION
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, 1998 was $217,980
compared to $121,151 for the same period in 1997. Generally, interest income is
generated from the temporary investment of rental receipts and equipment sale
proceeds in short-term instruments. Interest income in 1998 included interest
earned on unexpended proceeds resulting from the issuance of Class B Interests
(see below). Future interest income will fluctuate in relation to prevailing
interest rates, the collection of lease revenue and the proceeds from equipment
sales.
For the three months ended March 31, 1998, the Trust sold equipment having a
net book value of $65,630 to existing lessees and third parties. These sales
resulted in a net loss for financial statement purposes, of $41,390 compared to
a net loss of $4,946 on equipment having a net book value of $11,446 for the
same period in 1997.
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 $3,287,507 and $3,142,119 for the
three months ended March 31, 1998 and 1997, 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.
Interest expense was $932,420 or 18.7% of lease revenue for the three months
ended March 31, 1998 and $654,992 or 13.8% of lease revenue for the same period
in 1997. The increase in interest expense in 1998 compared to 1997 is the result
of financing obtained in connection with the reinvestment equipment acquired in
1997. Interest expense in the near-term is expected to increase due to
anticipated leveraging to be obtained to finance the acquisition of additional
reinvestment equipment (see below). Thereafter, interest expense will
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AFG Investment Trust D
FORM 10-Q
PART I. FINANCIAL INFORMATION
decline as the principal balance of notes payable is reduced through the
application of rent receipts to outstanding indebtedness.
Management fees were 4.7% and 4.6% of lease revenue for the three months
ended March 31, 1998 and 1997, 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.
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 approximately 1.9% of lease revenue during the three months ended
March 31, 1998 and approximately 3% of lease revenue during the same period in
1997. The decrease in operating expenses from 1997 to 1998 reflects professional
service costs incurred in 1997 in connection with the Solicitation Statement
described in Note 8 to the accompanying financial statements. 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 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. For the three months ended March 31, 1998,
operating activities generated net cash inflows of $4,413,205 compared to
$4,315,994 for the same period in 1997, after reductions in 1997 for equipment
sale proceeds of $1,618,000 received in connection with the sale of a vessel and
debt proceeds of $1,980,073 which relate to the leveraging of certain rail
equipment in the Trust's portfolio. These sale and debt proceeds were due from
EFG at December 31, 1996. In the near-term, net cash inflows generated from
operating activities are expected to increase due to the acquisition of
reinvestment equipment as described below. Thereafter, renewal, re-lease and
equipment sale activities will cause the Trust's primary-term lease revenue and
corresponding sources of operating cash to decline. 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.
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AFG Investment Trust D
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PART I. FINANCIAL INFORMATION
Cash expended for equipment acquisitions and cash realized from asset
disposal transactions are reported under investing activities on the
accompanying Statement of Cash Flows. The Trust expended $87,748 to acquire
equipment during the three months ended March 31, 1998, pursuant to the
reinvestment provisions of the Trust Agreement. There were no equipment
acquisitions during the same period in 1997. During the three months ended March
31, 1998, the Trust realized equipment sale proceeds of $24,240, compared to
$6,500 during the same period in 1997. Future inflows of cash from asset
disposals will vary in timing and amount and will be influenced by many factors
including, but not limited to the frequency and timing of lease expirations, the
type of equipment being sold, its condition and age, and future market
conditions.
The Trust obtained long-term financing in connection with certain equipment
leases. The repayments of principal related to such indebtedness are reported as
a component of financing activities. 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 is expected to
increase as a result of anticipated leveraging to be obtained in connection with
the acquisition of additional reinvestment equipment. Thereafter, debt
repayments will decline as the principal balance of notes payable is reduced
through the collection and application of rents. However, the Trust has balloon
payment obligations of $22,162,280, $1,476,981 and $282,421 at the expiration of
the primary lease terms related to the Trust's proportionate ownership interest
in a Boeing 767-300 ER aircraft lease to Scandinavian Airlines System (the "SAS
Aircraft"), certain rail equipment and an MD-87 jet aircraft leased to Reno Air,
Inc., respectively. The lessee of the SAS Aircraft has the option to renew the
attendant lease agreement for two one year periods at the expiration of the
primary lease term on December 29, 1998. The repayment of the associated
indebtedness will be partly dependent on whether the lessee decides to renew
such leases or the outcome of alternative remarketing efforts, in the event the
lessee chooses not to do so.
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, 1997, the Managing Trustee had a negative tax capital
account balance of $228,373.
At March 31, 1998, the Trust had aggregate future minimum lease payments of
$20,023,405 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 $40,822,543 (see Note 6 to the financial statements and
discussion above). Additional cash inflows will be realized from future
remarketing activities, such as lease renewals and equipment sales, as well as
from lease revenues generated by equipment acquisitions from the Trust's
anticipated reinvestment activities. Presently, the Trust expects to acquire
approximately $28,000,000 of reinvestment equipment using on-hand cash of
approximately $7,000,000 and additional indebtedness, which will be amortized
from the associated rental streams. However, the extent of the Trust's total
future reinvestment activities may exceed this projection as a result of the
proposed amendment to the Trust Agreement (see Note 10 to the accompanying
financial statements) and future 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
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AFG Investment Trust D
FORM 10-Q
PART I. FINANCIAL INFORMATION
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.
On July 18, 1997, the Trust issued 3,142,083 Class B Interests at $5.00 per
interest, thereby generating $15,710,415 in aggregate Class B capital
contributions. Class A Beneficiaries purchased 1,400 Class B Interests,
generating $7,000 of such aggregate capital contributions, and the Special
Beneficiary, EFG, purchased 3,140,683 Class B Interests, generating $15,703,415
of such aggregate capital contributions. The Trust incurred offering costs in
the amount of $157,104 and professional service costs of $159,066 in connection
with this offering. 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 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 (see also Note 8 to the
accompanying financial statements).
As described in the Prospectus for the offering of the Class B Interests,
the Managing Trustee used a portion of the net cash proceeds realized from the
offering of the Class B Interests to pay a one-time special cash distribution of
approximately $1.47 per Class A Interest to the Class A Beneficiaries of the
Trust. The Managing Trustee declared and paid this special cash distribution,
aggregating $3,075,818, to Class A Beneficiaries on August 15, 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. On October 10, 1997, the
Trust used $1,606,322 of the net proceeds realized from the issuance of the
Class B Interests to purchase 153,275 of the Class A Interests tendered as a
result of the offer. The Trust intends to purchase additional Class A Interests
through future offers to purchase during the Initial Redemption Period (two
years following the close of the Class B offering which occurred on July
17,1997). These purchases will be funded by the remaining net proceeds of
$10,712,105 realized from the issuance of the Class B Interests which are
classified as Restricted Cash on the Trust's Statement of Financial Position
(see also Notes 9 and 10 to the accompanying financial statements).
Cash distributions paid to the Beneficiaries 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 refurbish or upgrade equipment in
response to lessee requirements or other market circumstances and, during its
reinvestment period, to purchase replacement equipment as original equipment is
remarketed. 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 Class A Interest
(the rate established and paid from the Trust's inception through September
1995) to an annualized rate of $1.26 per Class A Interest commencing in October
1995. In October 1996, the Managing Trustee increased the annualized
distribution rate to $1.64 per Class A Interest and has sustained this
distribution rate through the first quarter of 1998. For the Class B
Beneficiaries, the Managing Trustee established and paid, from the Trust, an
annualized
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AFG Investment Trust D
FORM 10-Q
PART I. FINANCIAL INFORMATION
distribution of $0.66 per Class B Beneficiary commencing July 18, 1997. Future
distributions, with respect to Class B Interests, will be subordinate to certain
distributions with respect to Class A Interests.
Cash distributions to the Managing Trustee, the Special Beneficiary and the
Beneficiaries are declared and generally paid within fifteen days following the
end of each calendar month. The payment of such distributions is presented as a
component of financing activities. For the three months ended March 31, 1998,
the Trust declared total cash distributions of Distributable Cash From
Operations of $1,441,316. Of the total distributions, the Beneficiaries were
allocated $1,307,994 ($792,692 to Class A Beneficiaries and $515,302 to Class B
Beneficiaries); the Special Beneficiary was allocated $118,909; and the Managing
Trustee was allocated $14,413.
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 Beneficiaries
should expect that cash distribution rates will fluctuate over the long term as
a result of future remarketing activities.
17
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AFG Investment Trust D
<TABLE>
<CAPTION>
FORM 10-Q
PART II. OTHER INFORMATION
<S> <C>
Item 1. Legal Proceedings
Response:
Refer to Note 7 to the financial statements herein.
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:
On May 5, 1998, the Trust filed a definitive
Solicitation Statement with the United States
Securities and Exchange Commission in connection
with the solicitation by the Trust of the consent
of the Beneficiaries to a proposed amendment to
the Second Amended and Restated Declaration of
Trust. The Solicitation Statement and accompanying
Consent of Beneficiary were mailed to all of the
Beneficiaries of the Trust on May 6, 1998. Refer
to Note 10 to the financial statements herein.
Item 5. Other Information
Response: None
Item 6(a). Exhibits
Response: None
Item 6(b). Reports on Form 8-K
Response: None
</TABLE>
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 D
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: May 15, 1998
-----------------------------------
By: /s/ Gary Romano
-----------------------------------
Gary M. Romano
Clerk of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Financial Officer)
Date: May 15, 1998
-----------------------------------
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 18,595,237
<SECURITIES> 0
<RECEIVABLES> 2,203,149
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,798,386
<PP&E> 111,395,453
<DEPRECIATION> 41,948,624
<TOTAL-ASSETS> 90,245,215
<CURRENT-LIABILITIES> 1,195,379
<BONDS> 40,822,543
0
0
<COMMON> 0
<OTHER-SE> 48,227,793
<TOTAL-LIABILITY-AND-EQUITY> 90,245,715
<SALES> 0
<TOTAL-REVENUES> 5,154,372
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,616,058
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 932,420
<INCOME-PRETAX> 605,894
<INCOME-TAX> 0
<INCOME-CONTINUING> 605,894
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 605,894
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
