<PAGE>
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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 June 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. 0-25648
----------------
AFG Investment Trust D
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-3157233
(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)
</TABLE>
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> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at June 30, 2000 and December 31, 1999............................... 3
Statement of Operations
for the three and six months ended June 30, 2000 and 1999............ 4
Statement of Changes in Participants' Capital
for the six months ended June 30, 2000............................... 5
Statement of Cash Flows
for the six months ended June 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 D
STATEMENT OF FINANCIAL POSITION
June 30, 2000 and December 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents............................ $ 8,481,693 $11,335,028
Marketable securities................................ 288,000 434,176
Rents receivable..................................... 1,080,237 1,790,533
Accounts receivable--affiliate....................... 130,976 3,528,141
Accounts receivable--other........................... 41,856 --
Interest receivable.................................. 14,722 14,722
Loan receivable--Kettle Valley....................... 75,220 75,220
Investment--affiliate................................ 639,813 668,813
Investment--Kettle Valley............................ 4,333,272 4,365,372
Investment in EFG/Kirkwood........................... 2,495,665 2,030,100
Investment--other.................................... 95,000 --
Other assets, net of accumulated amortization of
$17,023 at June 30, 2000............................ 414,521 332,812
Equipment at cost, net of accumulated depreciation of
$25,751,509 and $24,612,634 at June 30, 2000 and
December 31, 1999, respectively..................... 41,656,490 44,761,455
----------- -----------
Total assets..................................... $59,747,465 $69,336,372
=========== ===========
LIABILITIES AND PARTICIPANTS' CAPITAL
Notes payable........................................ $29,573,892 $25,790,190
Accrued interest..................................... 452,986 129,587
Accrued liabilities.................................. 30,000 86,370
Accrued liabilities--affiliate....................... 45,493 384,990
Deferred rental income............................... 26,993 306,238
Other liabilities.................................... 1,488,403 1,488,403
Cash distributions payable to participants........... -- 13,200,000
----------- -----------
Total liabilities................................ 31,617,767 41,385,778
----------- -----------
Participants' capital (deficit):
Managing Trustee.................................... (1,622) (23,853)
Special Beneficiary................................. (12,586) (196,792)
Class A Beneficiary Interests (1,934,755 Interests;
initial purchase price of $25 each)................ 29,772,524 30,012,322
Class B Beneficiary Interests (3,142,083 Interests;
initial purchase price of $5 each)................. (13,296) (225,761)
Treasury Interests (154,275 Class A Interests at
Cost).............................................. (1,615,322) (1,615,322)
----------- -----------
Total participants' capital...................... 28,129,698 27,950,594
----------- -----------
Total liabilities and participants' capital...... $59,747,465 $69,336,372
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
AFG INVESTMENT TRUST D
STATEMENT OF OPERATIONS
For the three and six months ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, June 30,
---------------------------- --------------------------
2000 1999 2000 1999
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Income:
Lease revenue............. $ 2,007,074 $ 3,835,109 $ 4,062,766 $ 7,730,464
Interest income........... 143,982 169,340 278,984 321,779
Gain on sale of
equipment................ 59,959 74,571 343,419 168,288
Gain on sale of marketable
securities............... -- -- 86,079 --
Other income.............. -- -- 272,556 261,116
------------- ------------- ------------ ------------
Total income........... 2,211,015 4,079,020 5,043,804 8,481,647
------------- ------------- ------------ ------------
Expenses:
Depreciation.............. 1,458,748 1,936,288 2,948,949 4,140,547
Amortization.............. 26,264 -- 49,123 --
Interest expense.......... 659,500 692,381 1,278,506 1,391,177
Management fees--
affiliates............... 115,913 199,172 231,196 395,104
Operating expenses--
affiliate................ 163,752 209,460 334,809 298,930
------------- ------------- ------------ ------------
Total expenses......... 2,424,177 3,037,301 4,842,583 6,225,758
------------- ------------- ------------ ------------
Net income (loss).......... $ (213,162) $ 1,041,719 $ 201,221 $ 2,255,889
============= ============= ============ ============
Net income (loss)
per Class A Beneficiary
Interest................. $ (.11) $ .33 $ (.11) $ .73
============= ============= ============ ============
per Class B Beneficiary
Interest................. $ -- $ .09 $ .07 $ .20
============= ============= ============ ============
Cash distributions declared
per Class A Beneficiary
Interest ................ $ -- $ 1.18 $ -- $ 1.59
============= ============= ============ ============
per Class B Beneficiary
Interest................. $ -- $ .11 $ -- $ .22
============= ============= ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
AFG INVESTMENT TRUST D
STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL
For the six months ended June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Class A Class B
Managing Special Beneficiaries Beneficiaries
Trustee Beneficiary --------------------- ------------------- Treasury
Amount Amount Interests Amount Interests Amount Interests Total
-------- ----------- --------- ----------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1999........ $(23,853) $(196,792) 1,934,755 $30,012,322 3,142,083 $(225,761) $(1,615,322) $27,950,594
Net income (loss)........ 22,142 182,675 -- (213,162) -- 209,566 -- 201,221
Unrealized gain (loss) on
marketable securities... 89 1,531 -- (26,636) -- 2,899 -- (22,117)
-------- --------- --------- ----------- --------- --------- ----------- -----------
Comprehensive income...... 22,231 184,206 -- (239,798) -- 212,465 -- 179,104
-------- --------- --------- ----------- --------- --------- ----------- -----------
Balance at June 30, 2000.. $ (1,622) $ (12,586) 1,934,755 $29,772,524 3,142,083 $ (13,296) $(1,615,322) $28,129,698
======== ========= ========= =========== ========= ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
AFG INVESTMENT TRUST D
STATEMENT OF CASH FLOWS
For the six months ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Cash flows provided by (used in) operating
activities:
Net income.......................................... $ 201,221 $ 2,255,889
Adjustments to reconcile net income to net cash
provided by
operating activities:
Depreciation and amortization..................... 2,998,072 4,140,547
Accretion of bond discount........................ (4,470) --
Gain on sale of equipment......................... (343,419) (168,288)
Gain on sale of marketable securities............. (86,079) --
Changes in assets and liabilities
Decrease (increase) in:
Rents receivable.................................. 710,296 277,669
Accounts receivable--affiliate.................... 3,397,165 (253,104)
Accounts receivable--other........................ (41,856) --
Loan receivable--Kettle Valley.................... -- (49,396)
Other assets...................................... (98,732) --
Increase (decrease) in:
Accrued interest.................................. 323,399 60,473
Accrued liabilities............................... (56,370) (20,775)
Accrued liabilities--affiliate.................... (339,497) 428,245
Deferred rental income............................ (279,245) (306,849)
----------- -----------
Net cash provided by operating activities....... 6,380,485 6,364,411
----------- -----------
Cash flows provided by (used in) investing
activities:
Purchase of marketable securities.................. -- (128,529)
Proceeds from equipment sales...................... 499,435 1,177,246
Proceeds from sale of marketable securities........ 214,608 --
Investment in EFG/Kirkwood......................... (465,565) (1,818,000)
Investment--affiliate.............................. 29,000 18,125
Investment in Kettle Valley........................ -- (3,064,700)
Investment--other.................................. (95,000) --
Other liabilities.................................. -- 1,488,403
----------- -----------
Net cash provided by (used in) investing
activities..................................... 182,478 (2,327,455)
----------- -----------
Cash flows provided by (used in) financing
activities:
Proceeds from notes payable........................ 6,091,738 --
Principal payments--notes payable.................. (2,308,036) (2,850,972)
Distributions paid................................. (13,200,000) (2,507,632)
Restricted Cash.................................... -- 3,537,910
----------- -----------
Net cash used in financing activities........... (9,416,298) (1,820,694)
----------- -----------
Net (decrease) increase in cash and cash
equivalents........................................ (2,853,335) 2,216,262
Cash and cash equivalents at beginning of period.... 11,335,028 9,100,016
----------- -----------
Cash and cash equivalents at end of period.......... $ 8,481,693 $11,316,278
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest........... $ 955,107 $ 1,330,704
=========== ===========
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 D
NOTES TO THE FINANCIAL STATEMENTS
June 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 June 30, 2000 and December 31, 1999 and results of operations for
the three and six months ended June 30, 2000 and 1999 have been made and are
reflected.
Note 2--Cash Equivalents and Marketable Securities
The Trust considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents. Marketable securities consist
of equity securities and debt securities that are classified as available-for-
sale. Available-for-sale securities are carried at fair value, with unrealized
gains and losses reported as a separate component of participants' capital. The
amortized cost of debt securities is adjusted for amortization of premiums and
accretion of discounts to maturity. Such amortization and accretion are
included in interest income on the accompanying Statement of Operations.
The Trust recorded a net unrealized loss on available-for-sale securities of
$22,117 during the six months ended June 30, 2000 that is included as a
separate component of participants' capital. At June 30, 2000, total debt
securities had an amortized cost of $289,950 and a fair value of $288,000.
During the six months ended June 30, 2000, total comprehensive income amounted
to $179,104.
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 $6,142,000 are due as follows:
<TABLE>
<CAPTION>
For the year ending June 30, 2001.......................... $3,942,071
<S> <C>
2002...................................... 1,538,681
2003...................................... 661,248
----------
Total...................................... $6,142,000
==========
</TABLE>
7
<PAGE>
AFG INVESTMENT TRUST D
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 4--Other Assets
Other assets include a security deposit of $332,812 with the local
government in British Columbia, Canada, related to the Trust's investment in
Kettle Valley. In addition, other assets includes certain deferred financing
costs which are being amortized over 29 months, which is the life of the
related loan.
Note 5--Equipment
The following is a summary of equipment owned by the Trust at June 30, 2000.
Remaining Lease Term (Months), as used below, represents the number of months
remaining from June 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.
<TABLE>
<CAPTION>
Remaining
Lease Term Equipment,
Equipment Type (Months) at Cost
-------------- ---------- -----------
<S> <C> <C>
Aircraft.................................. 7-30 $45,014,136
Locomotives............................... 0 10,684,643
Materials handling........................ 0-35 4,061,909
Construction and mining................... 0-24 3,430,475
Manufacturing............................. 0 1,987,591
Miscellaneous............................. 5 1,692,068
Research & test........................... 0 338,749
Tractors and heavy duty trucks............ 0 149,585
Computers and peripherals................. 0 42,311
Communications............................ 0 6,532
-----------
Total equipment cost 67,407,999
Accumulated depreciation 25,751,509
-----------
Equipment, net of
accumulated depreciation $41,656,490
===========
</TABLE>
At June 30, 2000, the Trust's equipment portfolio included equipment having
a proportionate original cost of $34,464,793, representing approximately 51% of
total equipment cost.
Certain of the Trust's equipment and the related lease terms 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
$50,638,000 and a net book value of $36,754,867 at June 30, 2000.
The summary above includes fully-depreciated equipment held for sale or re-
lease with a cost of approximately $738,200. 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 interest (the
"Interest") in a real estate development in Kelowna, British Columbia called
8
<PAGE>
AFG INVESTMENT TRUST D
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
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 49.396% and had
a cost of $4,365,372, including a 1% acquisition fee of $43,222 paid to EFG.
This acquisition was funded with cash of $3,064,700 and a non-recourse note for
$1,300,672. 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 $642,000 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 $32,100 for the
six months ended June 30, 2000. The Trust's investment is accounted for on the
equity method.
In addition, the seller purchased a residual sharing interest in a Boeing
767-300 owned by the Buyers and leased to Scandinavian Airlines System ("SAS").
The seller paid $3,013,206 to the Buyers ($1,488,403, or 49.396% 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 June 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 making an investment in Kirkwood Associates
Inc. ("KAI"). EFG/Kirkwood's investment consists of a common stock interest in
KAI of approximately 16% as well as preferred stock and convertible debt. The
Trusts purchased Class A Interests in EFG/Kirkwood and the other affiliate
purchased Class B Interests in EFG/Kirkwood. Generally, the Class A Interest
holders are entitled to certain preferred returns prior to distribution
payments to the Class B Interest holder. KAI owns a ski resort, a local public
utility, and land which is held for development. The resort is located in
Kirkwood, California and is approximately 30 miles from South Lake Tahoe,
Nevada. Subsequent to making its investment in KAI, EFG/Kirkwood made a 50%
investment in Mountain Springs Resorts LLC, an entity formed for the purpose of
acquiring an ownership interest in a Colorado ski resort. The Trust's ownership
interest in EFG/Kirkwood had a cost of $2,495,665, including a 1% acquisition
fee ($24,710) paid to EFG. The Trust's investment in EFG/Kirkwood is accounted
for on the equity method.
9
<PAGE>
AFG INVESTMENT TRUST D
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
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 six month periods ended June 30, 2000 and
1999, which were paid or accrued by the Trust to EFG or its Affiliates, are as
follows:
<TABLE>
<CAPTION>
For the six months ended
June 30,
-------------------------
2000 1999
------------ ------------
<S> <C> <C>
Acquisition fees.................................... $ 4,610 $ 19,285
Management fees..................................... 231,196 395,104
Administrative charges.............................. 115,601 97,066
Reimbursable operating expenses due to third
parties............................................ 219,208 201,864
------------ ------------
Total............................................. $ 570,615 $ 713,319
============ ============
</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
June 30, 2000, the Trust was owed $130,976 by EFG for such funds and the
interest thereon. These funds were remitted to the Trust in July 2000.
During 1998, the Trust purchased limited partnership units (the "Units") in
AFG International Limited Partnership (the "Partnership"), a real estate
limited partnership sponsored by EFG that owns two commercial buildings leased
to an investment grade educational institution. The Trust purchased 7.25 Units
at a cost of $100,000 per unit for an aggregate purchase price of $725,000. As
a result of the purchase of the Units, the Trust owns approximately 22.5% of
the Partnership. The Trust accounts for its investment in the Partnership under
the equity method of accounting. As such, the carrying value of the Trust's
investment in the Partnership is increased or decreased by an amount equal to
the Trust's share of the Partnership's income or losses, respectively, and
decreased for any distributions received from the Partnership. At June 30,
2000, this investment had a carrying balance of $639,813 and is reflected as
Investment--affiliate on the accompanying Statement of Financial Position.
10
<PAGE>
AFG INVESTMENT TRUST D
NOTES TO THE FINANCIAL STATEMENTS--(Continued)
Note 9--Notes Payable
Notes payable at June 30, 2000 consisted of installment notes of $29,573,892
payable to banks and institutional lenders. The notes bear interest rates
ranging between 7.43% and 9.95%, 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
$19,980,682, $4,600,000, $1,400,074 and $282,421 at the expiration of the lease
terms related to an aircraft leased to Scandinavian Airlines System, an
aircraft leased to Emery Worldwide, certain rail equipment, and an MD-87 jet
aircraft leased to Reno Air, Inc., respectively. The carrying amount of notes
payable approximates fair value at June 30, 2000.
The annual maturities of the notes payable are as follows:
<TABLE>
<CAPTION>
For the year ending June 30, 2001.......................... $23,336,368
<S> <C>
2002...................................... 982,356
2003...................................... 5,255,168
-----------
Total...................................... $29,573,892
===========
</TABLE>
Note 10--Guaranty Agreement
On March 8, 2000, the Trust and three affiliated trusts entered into a
guaranty agreement whereby the trusts, jointly and severally, have guaranteed
the payment obligations under a master lease agreement between Echelon
Commercial LLC, a newly-formed Delaware company that is controlled by Gary D.
Engle, President and Chief Executive Officer of EFG, as lessee, and Heller
Affordable Housing of Florida, Inc., and two other entities, as lessor
("Heller"). The lease payments of Echelon Commercial LLC to Heller are
supported by lease payments to Echelon Commercial LLC from various sub-lessees
who are parties to commercial and residential lease agreements under the master
lease agreement. The guarantee of lease payments by the Trust and the three
affiliated trusts is capped at a maximum of $34,500,000, excluding expenses
that could result in the event that Echelon Commercial LLC experiences a
default under the terms of the master lease agreement. An agreement among the
four trusts provides that the Trust is responsible for 46.34% of the current
guaranteed amount, or $15,270,622 at June 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 $463,400, excluding interest. During the six months
ended June 30, 2000, the Trust received an upfront cash fee of $231,700 and
recognized $272,556 of income related to this guaranty fee. The guaranty fee is
reflected as Other Income on the accompanying Statement of Operations for the
six months ended June 30, 2000.
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 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 six months ended June 30, 2000 compared to the three and six months
ended June 30, 1999
Results of Operations
For the three and six months ended June 30, 2000, the Trust recognized lease
revenue of $2,007,074 and $4,062,766, respectively, compared to $3,835,109 and
$7,730,464, respectively, for same periods in 1999. The decrease in lease
revenue from 1999 to 2000 resulted primarily from lease term expirations,
including the sale of a vessel and the Trust's investment in an aircraft that
had generated lease revenues of $1,161,723 and $495,000, respectively, during
the six months ended June 30, 1999. In addition, the Trust renewed or re-leased
certain lease contracts that had expired after June 30, 1999 at rental rates
lower than provided for in the original lease contracts. 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 six months ended June 30, 2000 was
$143,982 and $278,984, respectively, compared to $169,340 and $321,779,
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
$13,200,000 in January 2000, which resulted in a reduction in cash available
for investment.
During the three and six months ended June 30, 2000, the Trust sold
equipment having a net book value of $91,201 and $156,016, respectively, to
existing lessees and third parties. These sales resulted in a net gain, for
financial statement purposes, of $59,959 and $343,419, respectively.
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<PAGE>
During the three and six months ended June 30, 1999, the Trust sold
equipment having a net book value of $667,319 and $1,008,958, respectively, to
existing lessees and third parties, these sales resulted in a net gain, for
financial statement purposes, of $74,571 and $168,288, respectively.
It cannot be determined whether future sales of equipment will result in a
net gain or a net loss to the Trust, as such transactions will be dependent
upon the condition and type of equipment being sold and its marketability at
the time of sale. In addition, the amount of gain or loss reported for
financial statement purposes is partly a function of the amount of accumulated
depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including EFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. EFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Trust and which will maximize
total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Trust classifies such
residual rental payments as lease revenue. Consequently, the amount of gain or
loss reported in the financial statements is not necessarily indicative of the
total residual value the Trust achieved from leasing the equipment.
During the six months ended June 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 six months ended June 30, 2000, the Trust received an
upfront cash fee of $231,700 and recognized $272,556 of income related to this
guaranty fee. The guaranty fee is reflected as Other Income on the accompanying
Statement of Operations for the six months ended June 30, 2000.
The Trust received $261,116 in 1999 as a breakage fee from a third-party
seller in connection with a transaction for new investments that was canceled
by the seller during the first quarter of 1999. This amount is reflected as
Other Income on the accompanying Statement of Operations for the six months
ended June 30, 1999.
Depreciation expense was $1,458,748 and $2,948,949, respectively, for the
three and six months ended June 30, 2000 compared to $1,936,288 and $4,140,547,
respectively, for the same periods in 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 $26,264 and $49,123 during the three and six months ended June 30,
2000, respectively, in connection with its investment in Kettle Valley (see
Note 6 to the financial statements) and certain capitalized deferred financing
costs.
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<PAGE>
Interest expense was $659,500 and $1,278,506, respectively, for the three
and six months ended June 30, 2000 compared to $692,381 and $1,391,177,
respectively, for the same periods of 1999. Interest expense in future periods
will decline as the principal balance of notes payable is reduced through the
application of rent receipts to outstanding debt.
Management fees totaled $115,913 and $231,196, respectively, during the
three and six months ended June 30, 2000, compared to $199,172 and $395,104,
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 $163,752 and
$334,809, respectively, during the three and six moinths ended June 30, 2000
compared to $209,460 and $298,930 during the three and six months ended June
30, 1999, respectively. The increase in operating expenses in 2000 is primarily
the result of an increase in administrative and professional service costs. The
amount of future operating expenses cannot be predicted with certainty;
however, such expenses are usually higher during the acquisition and
liquidation phases of a trust. Other fluctuations typically occur in relation
to the volume and timing of remarketing activities.
Liquidity and Capital Resources and Discussion of Cash Flows
The Trust by its nature is a limited life entity. As an equipment leasing
program, the Trust's principal operating activities derive from asset rental
transactions. Accordingly, the Trust's principal source of cash from 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 $6,380,485 and $6,364,411 for the six months ended June 30, 2000 and
1999, respectively. Future renewal, re-lease and equipment sale activities will
cause a decline in the Trust's primary-term lease revenue and corresponding
sources of operating cash. Expenses associated with rental activities, such as
management fees, also will decline as the Trust experiences a higher frequency
of remarketing events.
The Trust's equipment is leased by a number of creditworthy, investment-
grade companies and, to date, the Trust has not experienced any material
collection problems and has not considered it necessary to provide an allowance
for doubtful accounts. Notwithstanding a positive collection history, there is
no assurance that all future contracted rents will be collected or that the
credit quality of the Trust's lessees will be maintained. Collection risk could
increase in the future, particularly as the Trust remarkets its equipment and
enters re-lease agreements with different lessees. The Managing Trustee will
continue to evaluate and monitor the Trust's experience in collecting accounts
receivable to determine whether a future allowance for doubtful accounts may
become appropriate.
Cash expended for asset acquisitions and cash realized from asset disposal
transactions are reported under investing activities on the accompanying
Statement of Cash Flows. During the six months ended June 30, 2000 and 1999,
the Trust expended $465,565 and $1,818,000, respectively, for its investment in
EFG/Kirkwood (see Note 7 to the financial statements). During the six months
ended June 30, 1999, the Trust expended $3,064,700 to acquire its investment in
Kettle Valley. In connection with the investment in Kettle Valley, the Trust
was paid $1,488,403 for a residual interest in an aircraft in which the Trust
owns an interest (see Note 6 to the financial statements). The Trust expended
$95,000 to acquire certain other investments and $128,529 to purchase
marketable securities during the six months ended June 30, 2000 and 1999,
respectively. During the six months ended June 30, 2000, the Trust realized net
cash proceeds from equipment disposals of $499,435 compared to $1,177,246 for
the same period in 1999. Future inflows of cash from equipment disposal
transactions will vary in timing and amount and will be influenced by many
factors including, but not
14
<PAGE>
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 six months ended June 30, 2000.
At June 30, 2000, the Trust was due aggregate future minimum lease payments
of $6,142,000 from contractual lease agreements, a portion of which will be
used to amortize the principal balance of notes payable of $29,573,892. See
Notes 3 and 9 to the financial statements. Additional cash inflows will be
realized from future remarketing activities, such as lease renewals and
equipment sales, the timing and extent of which cannot be predicted with
certainty. This is because the timing and extent of equipment sales is often
dependent upon the needs and interests of the existing lessees. Some lessees
may choose to renew their lease contracts, while others may elect to return the
equipment. In the latter instances, the equipment could be re-leased to another
lessee or sold to a third party. Accordingly, as the Trust matures and a
greater level of its equipment assets 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 six months ended June 30, 2000, the Trust
recorded a net unrealized loss on available-for-sale securities of $22,117.
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 $1,300,672 of its investment in Kettle Valley that is being
amortized over 34 months. During February 2000, the Trust obtained financing of
$6,091,738 in connection with a lease renewal with Emery Worldwide ("Emery").
Generally, each note payable is recourse only to the specific equipment
financed and to the minimum rental payments contracted to be received during
the debt amortization period (which period generally coincides with the lease
rental term). As rental payments are collected, a portion or all of the rental
payment is used to repay the associated indebtedness. In the near-term, the
amount of cash used to repay debt obligations may increase due to the financing
of other newly acquired assets. In addition, the Trust has balloon payment
obligations of $19,980,682, $4,600,000, $1,400,074 and $282,421 at the
expiration of the lease terms related to an aircraft leased to Scandinavian
Airlines System, an aircraft leased to Emery, certain rail equipment, and an
MD-87 jet aircraft leased to Reno Air, Inc., respectively. Emery has the option
to extend its lease agreement for an additional 30 months at the expiration of
the lease term. If the lease agreement is extended, the balloon payment will be
postponed until the termination of the 30-month extension period at which time
the balloon payment will be $2,750,000.
During 1999, the Managing Trustee evaluated and pursued a number of
potential new investments, several of which the Managing Trustee concluded had
market returns that it believed were less than adequate given the potential
risks. Most transactions involved the equipment leasing, business finance and
real estate development industries. Although the Managing Trustee intends to
continue to evaluate additional new investments, it anticipates that the Trust
will be able to fund these new investments with cash on hand or other sources,
such as the proceeds from future asset sales or refinancings and new
indebtedness. As a result, the Trust declared a special cash distribution
during the fourth quarter of 1999 to the Trust Beneficiaries totaling
$13,200,000 which was paid on January 19, 2000.
15
<PAGE>
After the special distribution on January 19, 2000, the Trust adopted a new
distribution policy and suspended the payment of regular monthly cash
distributions. Looking forward, the Managing Trustee presently does not expect
to reinstate cash distributions until expiration of the Trust's reinvestment
period in December 2002; however, the Managing Trustee periodically will review
and consider other one-time distributions. In addition to maintaining sale
proceeds for reinvestment, the Managing Trustee expects that the Trust will
retain cash from operations to fully retire its balloon debt obligations and
for the continued maintenance of the Trust's assets. The Managing Trustee
believes that this change in policy is in the best interests of the Trust over
the long term and will have the added benefit of reducing the Trust's
distribution expenses.
In the future, the nature of the Trust's operations and principal cash flows
will continue to shift from rental receipts to equipment sale proceeds as the
Trust matures and change as a result of potential new investments not
consisting of equipment acquisitions. As this occurs, the Trust's cash flows
resulting from equipment investments may become more volatile in that certain
of the Trust's equipment leases will be renewed and certain of its assets will
be sold. In some cases, the Trust may be required to expend funds to refurbish
or otherwise improve the equipment being remarketed in order to make it more
desirable to a potential lessee or purchaser. The Trust's Advisor, EFG, and the
Managing Trustee will attempt to monitor and manage these events in order to
maximize the residual value of the Trust's equipment and will consider these
factors, in addition to new investment activities, the collection of
contractual rents, the retirement of scheduled indebtedness, and the Trust's
future working capital requirements, in establishing the amount and timing of
future cash distributions.
In accordance with the Trust Agreement, upon the dissolution of the Trust,
the Managing Trustee will be required to contribute to the Trust an amount
equal to any negative balance which may exist in the Managing Trustee's tax
capital account. At December 31, 1999, the Managing Trustee had a negative tax
capital account balance of $309,285. No such requirement exists with respect to
the Special Beneficiary.
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<PAGE>
AFG INVESTMENT TRUST D
FORM 10-Q
PART II. OTHER INFORMATION
<TABLE>
<S> <C>
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
</TABLE>
EXHIBIT INDEX
-------------
Exhibit Description
------- -----------
27 Financial Data Schedule
17
<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.
/s/ Michael J. Butterfield
By: ______________________________________________
Michael J. Butterfield
Treasurer of AFG ASIT Corporation
(Duly Authorized Officer and
Principal Accounting Officer)
Date: August 14, 2000
18
