-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/7s6FlUvkuBZsu1newpRH16UDDE4FzsgV3TRyBzDYQ0yBjvzIUybZg4P1EfJWU/ GPO0hvJVa1UeJoxikws4Qw== 0001047469-97-004822.txt : 19971117 0001047469-97-004822.hdr.sgml : 19971117 ACCESSION NUMBER: 0001047469-97-004822 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFG INVESTMENT TRUST C CENTRAL INDEX KEY: 0000879496 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 043157232 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-21444 FILM NUMBER: 97719688 BUSINESS ADDRESS: STREET 1: 98 N WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6178545800 MAIL ADDRESS: STREET 1: 98 N WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------------ ------------- For Quarter Ended September 30, 1997 Commission File No. 0-21444 AFG Investment Trust C - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 04-3157232 - ------------------------------ ---------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 88 Broad Street, Boston, MA 02110 - -------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (617) 854-5800 ----------------------- - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ----- ------ AFG INVESTMENT TRUST C FORM 10-Q INDEX PAGE ----- PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Statement of Financial Position at September 30, 1997 and December 31, 1996......................................... 3 Statement of Operations for the three and nine months ended September 30, 1997 and 1996............................. 4 Statement of Cash Flows for the nine months ended September 30, 1997 and 1996................................... 5 Notes to the Financial Statements.............................. 6-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 12-17 PART II. OTHER INFORMATION: Items 1-6....................................................... 18 2 AFG INVESTMENT TRUST C STATEMENT OF FINANCIAL POSITION SEPTEMBER 30, 1997 AND DECEMBER 31, 1996 (UNAUDITED)
SEPTEMBER 30, DECEMBER 31, 1997 1996 ------------- ------------ ASSETS Cash and cash equivalents........................................................... $11,874,866 $10,634,493 Restricted cash..................................................................... 12,011,598 -- Rents receivable.................................................................... 1,025,623 2,139,372 Accounts receivable--affiliate...................................................... 676,462 6,484,537 Equipment at cost, net of accumulated depreciation of $48,732,516 and $43,782,922 at September 30, 1997 and December 31, 1996, respectively............................ 65,794,022 35,868,028 Organization costs, net of accumulated amortization of $4,833 and $4,083 at September 30, 1997 and December 31, 1996, respectively............................ 167 917 ----------- ----------- Total assets.................................................................... $91,382,738 $55,127,347 ----------- ----------- ----------- ----------- LIABILITIES AND PARTICIPANTS' CAPITAL Notes payable....................................................................... $45,801,266 $19,084,751 Accrued interest.................................................................... 148,833 188,983 Accrued liabilities................................................................. 22,500 23,985 Accrued liabilities--affiliate...................................................... 154,206 264,123 Deferred rental income.............................................................. 157,972 209,535 Cash distributions payable to participants.......................................... 451,805 302,484 ----------- ----------- Total liabilities............................................................... 46,736,582 20,073,861 ----------- ----------- Participants' capital (deficit): Managing Trustee.................................................................. (157,325) (103,527) Special Beneficiary............................................................... (1,275,631) (861,348) Class A Beneficiary Interests (2,011,014 Interests; initial purchase price of $25 each)........................................................................... 31,866,638 36,018,361 Class B Beneficiary Interests (3,024,740 Interests; initial purchase price of $5 each)........................................................................... 14,212,474 -- ----------- ----------- Total participants' capital..................................................... 44,646,156 35,053,486 ----------- ----------- Total liabilities and participants' capital..................................... $91,382,738 $55,127,347 ----------- -----------
The accompanying notes are an integral part of these financial statements. 3 AFG INVESTMENT TRUST C STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)
THREE MONTHS NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ---------------------- ------------------------ 1997 1996 1997 1996 ---------- ---------- ----------- ----------- Income: Lease revenue................................................. $3,875,875 $5,097,913 $11,933,449 $15,712,736 Interest income............................................... 321,611 79,947 730,878 177,062 Loss on sale of equipment..................................... (567,125) (67,351) (356,822) (598,749) ---------- ---------- ----------- ----------- Total income................................................ 3,630,361 5,110,509 12,307,505 15,291,049 ---------- ---------- ----------- ----------- Expenses: Depreciation and amortization................................. 3,276,517 3,780,959 9,710,932 11,659,346 Interest expense.............................................. 284,830 434,711 886,502 1,320,246 Equipment management fees--affiliate.......................... 168,713 202,279 505,854 622,979 Operating expenses--affiliate................................. 258,492 165,336 486,986 279,681 ---------- ---------- ----------- ----------- Total expenses.............................................. 3,988,552 4,583,285 11,590,274 13,882,252 ---------- ---------- ----------- ----------- Net income (loss)............................................... $ (358,191) $ 527,224 $ 717,231 $ 1,408,797 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Net income (loss) per Class A Beneficiary Interest.............................. $ -- $ 0.24 $ 0.32 $ 0.64 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- per Class B Beneficiary Interest.............................. $ (0.12) $ -- $ (0.12) $ -- ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- Cash distributions declared per Class A Beneficiary Interest.............................. $ 1.73 $ 0.35 $ 2.55 $ 0.98 ---------- ---------- ----------- ----------- ---------- ---------- ----------- ----------- per Class B Beneficiary Interest.............................. $ 0.13 $ -- $ 0.13 $ -- ---------- ---------- ----------- ----------- ---------- ---------- ----------- -----------
The accompanying notes are an integral part of these financial statemets. 4 AFG INVESTMENT TRUST C STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (UNAUDITED)
1997 1996 ------------ ------------ Cash flows from (used in) operating activities: Net income............................................................................... $ 717,231 $ 1,408,797 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization........................................................ 9,710,932 11,659,346 Loss on sale of equipment............................................................ 356,822 598,749 Changes in assets and liabilities Decrease (increase) in: rents receivable..................................................................... 1,113,749 1,356,421 accounts receivable--affiliate....................................................... 5,808,075 (293,955) Increase (decrease) in: accrued interest..................................................................... (40,150) (136,754) accrued liabilities.................................................................. (1,485) (1,250) accrued liabilities--affiliate....................................................... (109,917) 83,466 deferred rental income............................................................... (51,563) 7,034 ------------ ------------ Net cash from operating activities................................................. 17,503,694 14,681,854 ------------ ------------ Cash flows from (used in) investing activities: Purchase of equipment.................................................................. (38,887,683) (1,805,100) Proceeds from equipment sales.......................................................... 778,820 4,284,841 ------------ ------------ Net cash from (used in) investing activities....................................... (38,108,863) 2,479,741 ------------ ------------ Cash flows from (used in) financing activities: Proceeds from capital contributions.................................................... 15,123,700 -- Payment of offering costs.............................................................. (151,237) -- Proceeds from notes payable............................................................ 31,951,256 8,581,221 Principal payments--notes payable...................................................... (7,118,876) (14,125,616) Distributions paid..................................................................... (5,947,703) (2,094,112) ------------ ------------ Net cash from (used in) financing activities....................................... 33,857,140 (7,638,507) ------------ ------------ Net increase in cash and cash equivalents and restricted cash............................ 13,251,971 9,523,088 Cash and cash equivalents at beginning of period......................................... 10,634,493 279,116 ------------ ------------ Cash and cash equivalents and restricted cash at end of period........................... $ 23,886,464 $ 9,802,204 ------------ ------------ ------------ ------------ Supplemental disclosure of cash flow information: Cash paid during the period for interest............................................... $ 926,652 $ 1,457,000 ------------ ------------ ------------ ------------ Supplemental disclosure of non-cash investing and financing activities: See Note 4 to the financial statements herein.
The accompanying notes are an integral part of these financial statements. 5 AFG INVESTMENT TRUST C NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (UNAUDITED) NOTE 1--BASIS OF PRESENTATION The financial statements presented herein are prepared in conformity with generally accepted accounting principles and the instructions for preparing Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange Commission and are unaudited. As such, these financial statements do not include all information and footnote disclosures required under generally accepted accounting principles for complete financial statements and, accordingly, the accompanying financial statements should be read in conjunction with the footnotes presented in the 1996 Annual Report. Except as disclosed herein, there has been no material change to the information presented in the footnotes to the 1996 Annual Report. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary to present fairly the financial position at September 30, 1997 and December 31, 1996 and results of operations for the three and nine month periods ended September 30, 1997 and 1996 have been made and are reflected. NOTE 2--CASH At September 30, 1997, the Trust had $23,780,000 invested in reverse repurchase agreements secured by U.S. Treasury Bills or interests in U.S. Government securities. NOTE 3--REVENUE RECOGNITION Rents are payable to the Trust monthly, quarterly or semi-annually and no significant amounts are calculated on factors other than the passage of time. Rents from Reno Air, Inc. ("Reno Air"), as provided for in the lease agreement, are adjusted monthly for changes in the London Inter-Bank Offered Rate ("LIBOR"). Future rents from Reno Air, included below, reflect the most recent LIBOR effected rental payment. The leases are accounted for as operating leases and are noncancellable. Rents received prior to their due dates are deferred. Future minimum rents of $29,435,878 are due as follows: For the year ending September 30, 1998 $14,844,287 1999 5,402,102 2000 3,009,467 2001 2,157,534 2002 2,027,510 Thereafter 1,994,978 ----------- Total $29,435,878 ----------- ----------- During August 1997, the Trust acquired a 50.6% proportionate ownership interest in a Boeing 767-300ER aircraft leased by Scandinavian Airlines System (the "SAS Aircraft")--See Note 4 herein. The Trust will receive approximately $4,132,000 of rental revenue during the year ending September 30, 1998 and $1,033,000 in the year ending September 30, 1999. Scandinavian Airlines System has two one year renewal options in place which will commence following the expiration of the primary lease term on December 29, 1998. If the options are exercised, the renewal rental payments will be the lesser of 90% of the primary lease term rents or the then current fair market value rents for such equipment. 6 AFG INVESTMENT TRUST C NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE 4--EQUIPMENT The following is a summary of equipment owned by the Trust at September 30, 1997. In the opinion of Equis Financial Group Limited Partnership ("EFG"), the acquisition cost of the equipment did not exceed its fair market value. REMAINING LEASE TERM EQUIPMENT EQUIPMENT TYPE (MONTHS) AT COST - ------------------------------------------------ ------------- ------------- Aircraft........................................ 3-63 $ 47,400,169 Computers & peripherals......................... 0-27 11,314,334 Retail store fixtures........................... 0-24 11,112,212 Manufacturing................................... 15-71 10,328,381 Locomotives..................................... 33-78 9,179,510 Materials handling.............................. 0-65 9,079,377 Construction & mining........................... 0-39 7,958,503 Commercial printing............................. 3 3,542,761 Communications.................................. 3-8 2,004,394 Research & test................................. 0-13 1,667,223 Tractors and heavy duty trucks.................. 0-6 285,299 Furniture & fixtures............................ 1-11 239,785 Trailers/intermodal containers.................. 7 229,361 Photocopying.................................... 0-9 118,652 Energy systems.................................. 0 63,900 Medical......................................... 11 2,206 Miscellaneous................................... 12 471 ------------- ------------- Total equipment cost............................ 114,526,538 Accumulated depreciation........................ (48,732,516) ------------- Equipment, net of accumulated depreciation...... $ 65,794,022 ------------- ------------- On February 5, 1996, the Trust concluded the sale of its interest in a Boeing 747-SP to the lessee, United Air Lines, Inc., ("United"). The Trust recognized a net loss of $1,313,122 in connection with this transaction, of which $880,717 was recognized as Write-Down of Equipment in 1995. The remainder of $432,405 was recognized as a loss on sale of equipment on the accompanying financial statements for the nine month period ended September 30, 1996. In addition to lease rents, the Trust received net sale proceeds of $4,048,779 from United for the aircraft.. In March 1996, the Trust acquired an 8.86% ownership interest in an aircraft leased to Reno Air, Inc. (the "Reno Aircraft"), pursuant to the reinvestment provisions of the Trust Agreement, at a cost of $1,239,741. To acquire its interest in the Reno Aircraft, the Trust obtained leveraging of $997,888 from a third-party lender and utilized cash of $241,853 from the sale of the United Aircraft. Additional cash proceeds of $565,359 were utilized during the nine months ended September 30, 1996 to acquire certain construction and mining and other equipment. In August 1997, the Trust acquired a 50.6% ownership interest in the SAS Aircraft, pursuant to the reinvestment provisions of the Trust Agreement, at a cost of $30,895,171. To acquire the interest in the SAS Aircraft, the Trust obtained leveraging of $25,654,667 from a third-party lender and utilized cash of $5,240,504. Various other equipment, having a cost of $7,992,512 was acquired in 1997 using cash of $1,695,923 and leveraging of $6,296,589. 7 AFG INVESTMENT TRUST C NOTES TO FINANCIAL STATEMENTS (CONTINUED) During August 1997, the Trust and another EFG-sponsored investment program exchanged certain locomotives for a proportionate interest in certain other locomotives. The Trust's original locomotives had a cost and net book value of $4,819,218 and $3,151,503, respectively, and had associated indebtedness of $1,235,989 at the time of the exchange. The replacement locomotives were recorded at their estimated fair value of $4,574,485 and the Trust assumed associated debt of $3,120,127. The exchange resulted in the recognition of a net loss, for financial statement purposes, of $461,153. At September 30, 1997, the Trust's equipment portfolio included equipment having a proportionate original cost of $59,469,686, representing approximately 52% of total equipment cost. At September 30, 1997, the cost and net book value of equipment held for sale or re-lease was approximately $636,000 and $116,000, 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. 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 each of the nine month periods ended September 30, 1997 and 1996, which were paid or accrued by the Trust to EFG or its Affiliates, are as follows: 1997 1996 ----- ---- Reimbursement of offering costs.................... $ 151,237 $ -- Equipment acquisition fees......................... 1,121,158 52,473 Equipment management fees.......................... 505,854 622,979 Administrative charges............................. 62,148 15,750 Reimbursable operating expenses due to third parties.................................... 424,838 263,931 ------------ ---------- Total........................................ $ 2,265,235 $ 955,133 ------------ ---------- ------------ ---------- All rents and proceeds from the sale of equipment are paid directly to either EFG or to a lender. EFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Trust. At September 30, 1997, the Trust was owed $676,462 by EFG for such funds. These funds were remitted to the Trust in October 1997. NOTE 6--NOTES PAYABLE Notes payable at September 30, 1997 consisted of installment notes of $45,801,266 payable to banks and institutional lenders. The notes bear interest rates ranging between 5.1% and 14.46%, except for one note which bears a fluctuating interest rate based on LIBOR (5.66% at September 30, 1997) 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 at the expiration of the primary lease terms related to the Reno Aircraft, certain rail equipment and the SAS Aircraft of $282,421, $2,867,081 and $22,704,268, 8 AFG INVESTMENT TRUST C NOTES TO FINANCIAL STATEMENTS (CONTINUED) respectively. In addition, the Managing Trustee expects to use a portion of the Trust's available cash to retire certain indebtedness. The carrying amount of notes payable approximates fair value at September 30, 1997. The annual maturities of the notes payable are as follows: For the year ending September 30, 1998 $8,793,276 1999 26,277,885 2000 5,119,456 2001 1,730,036 2002 1,745,058 Thereafter 2,135,555 ----------- Total $45,801,266 ----------- ----------- NOTE 7--PROFIT AND LOSS ALLOCATION AND DISTRIBUTION OF DISTRIBUTABLE CASH Effective for the third quarter of 1997, the allocation of net income or loss, for financial statement purposes, and distributions of distributable cash are made to each Participant in accordance with the Trust Agreement, as Amended. (see Note 9). NOTE 8--LEGAL PROCEEDINGS On July 27, 1995, EFG, on behalf of the Trust and other EFG-sponsored investment programs, filed an action in the Commonwealth of Massachusetts Superior Court Department of the Trial Court in and for the County of Suffolk, for damages and declaratory relief against a lessee of the Trust, National Steel Corporation ("National Steel"), under a certain Master Lease Agreement ("MLA") for the lease of certain equipment. EFG is seeking the reimbursement by National Steel of certain sales and/or use taxes paid to the State of Illinois and other remedies provided by the MLA. On August 30, 1995, National Steel filed a Notice of Removal which removed the case to the United States District Court, District of Massachusetts. On September 7, 1995, National Steel filed its Answer to EFG's Complaint along with Affirmative Defenses and Counterclaims, seeking declaratory relief and alleging breach of contract, implied covenant of good faith and fair dealing and specific performance. EFG filed its Answer to these counterclaims on September 29, 1995. Though the parties have been discussing settlement with respect to this matter for some time, to date, the negotiations have been unsuccessful. Notwithstanding these discussions, EFG recently filed an Amended and Supplemental Complaint alleging a further default by National Steel under the MLA and EFG recently filed a request for Summary Judgment on all claims and counterclaims. The matter remains pending before the Court. The Trust has not experienced any material losses as a result of this action. On June 24, 1997, four plaintiffs (the "Plaintiffs") owning limited partner units or beneficiary interests in eight investment programs sponsored by EFG filed a lawsuit, as a derivative action, on behalf of the Trust and 27 other investment programs (collectively, the "Nominal Defendants") in the Superior Court of the Commonwealth of Massachusetts for the County of Suffolk against EFG and certain of EFG's affiliates, including the Managing Trustee of the Trust and four other wholly-owned subsidiaries of EFG which are the general partner or managing trustee of one or more of the investment programs, (collectively, the "Managing Defendants"), and certain other entities and individuals that have control of the Managing Defendants and the Nominal Defendants (the "Controlling Defendants"). The Plaintiffs assert claims of breach of fiduciary duty, breach of contract, unjust enrichment, and equitable relief and seek various remedies, including compensatory and punitive damages to be determined at trial. 9 AFG INVESTMENT TRUST C NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Managing Trustee and EFG are in the early stages of evaluating the nature and extent of the claims asserted in this lawsuit and cannot predict its outcome with any degree of certainty. However, based upon all of the facts presently being considered by management, the Managing Trustee and EFG do not believe that any likely outcome will have a material adverse effect on the Trust. The Managing Trustee, EFG and their affiliates intend to vigorously defend against the lawsuit. NOTE 9--ISSUANCE OF CLASS B INTERESTS On October 26, 1996, the Trust filed a Solicitation Statement with the United States Securities and Exchange Commission (the "SEC") which subsequently was sent to the Beneficiaries pursuant to Regulation 14A of Section 14 of the Securities Exchange Act. The Solicitation Statement sought the consent of the Beneficiaries to a proposed amendment (the "Amendment") to the Amended and Restated Declaration of Trust (the "Trust Agreement") which would (i) amend the provisions of the Trust Agreement governing the redemption of Beneficiary Interests to permit the Trust to offer to redeem outstanding Beneficiary Interests at such times, in such amounts, in such manner and at such prices as the Managing Trustee might determine from time to time, in accordance with applicable law; and (ii) add a provision to the Trust Agreement that would permit the Trust to issue, at the discretion of the Managing Trustee and without further consent or approval of the Beneficiaries, an additional class of security with such designations, preferences and relative, participating, optional or other special rights, powers and duties as the Managing Trustee might affix. The funds obtained through the issuance of such a security would be used by the Trust to (a) expand redemption opportunities for Beneficiaries without using Trust funds which might otherwise be available for cash distributions; and (b) make a special one-time cash distribution to the Beneficiaries. Pursuant to the Trust Agreement, the adoption of the Amendment required the consent of the Beneficiaries holding more than 50% in the aggregate of the Beneficiary Interests held by all Beneficiaries. A majority of Beneficiary Interests, representing 1,215,771 or 60.5% of all Beneficiary Interests, voted in favor of the Amendment; 174,315 or 8.7% of all Beneficiary Interests voted against the Amendment; and 49,787 or 2.5% of all Beneficiary Interests abstained. Approximately 72% of all Beneficiary Interests participated in the vote. Accordingly, the Trust Agreement was amended. On February 12, 1997, the Trust filed a Registration Statement on Form S-1 with the SEC, which became effective June 10, 1997. The Registration Statement covered the issuance and sale of a new class of beneficiary interests in the Trust (the "Class B Interests"). The characteristics of the Class B Interests, associated risk factors and other matters of importance to the Beneficiaries and purchasers of the Class B Interests were set forth in a Prospectus sent to the Beneficiaries. On July 17, 1997, the offering closed and on July 18, 1997 the Trust issued 3,024,740 Class B Interests at $5.00 per interest, thereby generating $15,123,700 in aggregate Class B capital contributions. Class A Beneficiaries purchased 5,520 Class B Interests, generating $27,600 of aggregate capital contributions, and the Special Beneficiary, EFG, purchased 3,019,220 Class B Interests, generating $15,096,100 of such aggregate capital contributions. Subsequently, EFG transferred its Class B Interests to a special-purpose company, Equis II Corporation, a Delaware corporation. EFG also transferred its ownership of AFG ASIT Corporation, the Managing Trustee of the Trust, to Equis II Corporation. As a result, Equis II Corporation has voting control of the Trust through its ownership of the majority of all of the Trust's outstanding voting interests, as well as its ownership of AFG ASIT Corporation. Equis II Corporation is controlled by EFG's President and Chief Executive Officer, Gary D. Engle. Accordingly, control of the Managing Trustee did not change as a result of the foregoing transactions. As described in the Prospectus for the offering of the Class B Interests, the Managing Trustee used a portion of the net cash proceeds realized from the offering of the Class B Interests to pay a one-time special cash 10 AFG INVESTMENT TRUST C NOTES TO FINANCIAL STATEMENTS (CONTINUED) distribution of approximately $1.47 per Class A Beneficiary Interest to the Class A Beneficiaries of the Trust. The Managing Trustee declared and paid this special cash distribution, aggregating $2,960,865 to the Class A Beneficiaries on August 15, 1997. NOTE 10--OFFER TO REDEEM CLASS A INTERESTS On August 7, 1997, the Trust commenced an offer to purchase up to 45% of the outstanding Class A Beneficiary Interests of the Trust by filing a Form 13E-4, Issuer Tender Offer Statement, with the SEC and distributing to the Class A Beneficiaries information (the "Tender Documents") concerning the offer. On October 10, 1997, the Trust used $2,291,567 of the net proceeds realized from the offering of the Class B Interests to purchase 218,661 of the Class A Beneficiary Interests tendered as a result of the offer. 11 AFG Investment Trust C FORM 10-Q PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Certain statements in this quarterly report that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to a variety of risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the ability of EFG to collect all rents due under the attendant lease agreements and to successfully remarket the Trust's equipment upon the expiration of such leases. Three and nine months ended September 30, 1997 compared to the three and nine months ended September 30, 1996: Overview As an equipment leasing trust, AFG Investment Trust C (the "Trust") was organized to acquire a diversified portfolio of capital equipment subject to lease agreements with third parties. The Trust was designed to progress through three principal phases: acquisitions, operations, and liquidation. During the operations phase, a period of approximately six years, all equipment in the Trust's portfolio will progress through various stages. Initially, all equipment will generate rental revenues under primary term lease agreements. During the life of the Trust, these agreements will expire on an intermittent basis and equipment held pursuant to the related leases will be renewed, re-leased or sold, depending on prevailing market conditions and the assessment of such conditions by EFG to obtain the most advantageous economic benefit. Over time, a greater portion of the Trust's original equipment portfolio will become available for remarketing and cash generated from operations and from sales or refinancings will begin to fluctuate. Ultimately, all equipment will be sold and the Trust will be dissolved. The Trust's operations commenced in 1992. Results of Operations For the three and nine months ended September 30, 1997, the Trust recognized lease revenue of $3,875,875 and $11,933,449, respectively, compared to $5,097,913 and $15,712,736 for the same periods in 1996. The decrease in lease revenue from 1996 to 1997 is attributable principally to the sale of the Trust's interest in a vessel (which generated approximately $362,134 of gross quarterly rents in 1996) to the lessee in December 1996 and primary lease term expirations. In the near-term, lease revenue is expected to increase, due to reinvestment of available proceeds in other equipment, including cash proceeds realized from the Trust's sale of its interest in a Boeing 747-SP aircraft leased to United Airlines, Inc. (the "United Aircraft") in February 1996, as discussed below and the net proceeds resulting from the Trust's sale of its interest in the vessel. Over time, the level of lease revenue will decline due to the expiration of the Trust's lease agreements. The Trust's equipment portfolio includes certain assets in which the Trust holds a proportionate ownership interest. In such cases, the remaining interests are owned by EFG or an affiliated equipment leasing program sponsored by EFG. Proportionate equipment ownership enables the Trust to further diversify its equipment portfolio by participating in the ownership of selected assets, thereby reducing the general levels of risk which could result from a concentration in any single equipment type, industry or lessee. The Trust and each affiliate individually report, in proportion to their respective ownership interests, their respective shares of assets, liabilities, revenues, and expenses associated with the equipment. Interest income for the three and nine months ended September 30, 1997 was $321,611 and $730,878, respectively, compared to $88,422 and $97,115 for the same periods in 1996. Interest income was generated 12 AFG Investment Trust C FORM 10-Q PART I. FINANCIAL INFORMATION from temporary investment of available cash in short-term money market instruments. Interest income was higher in the three and nine months ended September 30, 1997 than in the same periods in 1996 due to interest earned on sale proceeds associated with the aircraft and vessel, discussed above. The amount of future interest income is expected to fluctuate in relation to prevailing interest rates and the collection of lease revenue and equipment sales proceeds. During August 1997, the Trust and another EFG-sponsored investment program exchanged certain locomotives for a proportionate interest in certain other locomotives. The Trust's original locomotives had a cost and net book value of $4,819,218 and $3,151,503, respectively, and had associated indebtedness of $1,235,989 at the time of the exchange. The replacement locomotives were recorded at their estimated fair value of $4,574,485 and the Trust assumed associated debt of $3,120,127. The exchange resulted in the recognition of a net loss, for financial statement purposes, of $461,156. On February 5, 1996, the Trust concluded the sale of its interest in a Boeing 747-SP to the lessee, United Air Lines, Inc., ("United"). The Trust recognized a net loss of $1,313,122 in connection with this transaction, of which $880,717 was recognized as Write-Down of Equipment in 1995. The remainder of $432,405 was recognized as a loss on sale of equipment on the accompanying Statement of Operations for the nine months ended September 30, 1996. In addition to lease rents, the Trust received net sale proceeds of $4,048,779 from United for the aircraft. The Managing Trustee actively pursued the reinvestment of all such proceeds in other equipment during the third quarter of 1997 resulting in the acquisition of a 50.6% ownership interest in an aircraft (the "SAS Aircraft") at an aggregate cost to the Trust of $30,895,171. To acquire the interest in the SAS Aircraft, the Trust obtained long-term financing of $25,654,667 from a third party lender and utilized cash of $5,240,504. Reinvestment during 1996 included the acquisition of an 8.86% ownership interest in an aircraft (the "Reno Aircraft") at an aggregate cost to the Trust of $1,239,741. To acquire its interest in the Reno Aircraft, the Trust obtained long-term financing of $997,888 from a third-party lender and utilized cash proceeds of $241,853 from the sale of the United Aircraft. During the three and nine months ended September 30, 1996, the Trust sold other equipment having a net book value of $224,944 and $402,406, respectively, to existing lessees and third parties. These sales resulted in net losses for financial statement purposes, of $67,351 and $166,344, respectively. It cannot be determined whether future sales of equipment will result in a net gain or 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 to 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 for the three and nine months ended September 30, 1997 was $3,276,517 and $9,710,932, respectively, compared to $3,780,959 and $11,659,346 for the same periods in 1996. 13 AFG Investment Trust C FORM 10-Q PART I. FINANCIAL INFORMATION 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 $284,830 and $886,502, or 7.3% and 7.4% of lease revenue for the three and nine months ended September 30, 1997, respectively, compared to $434,711 and $1,320,246, or 8.5% and 8.4% of lease revenue for the same periods in 1996. The Managing Trustee expects to use a portion of the Trust's available cash to retire indebtedness and will continue to reduce the balance of notes payable through the application of rent receipts to outstanding debt. Accordingly, interest expense will decline in amount and as a percentage of lease revenue as the principal balance of notes payable is reduced. Management fees were 4.4% and 4.2% of lease revenue for the three and nine months ended September 30, 1997, respectively, compared to 4% of lease revenue for each of the same periods in 1996. Management fees are based on 5% of gross lease revenue generated by operating leases and 2% of gross lease revenue generated by full payout leases. Operating expenses consist principally of administrative charges, professional service costs, such as accounting, insurance and legal fees, as well as printing, distribution and remarketing expenses. Collectively, operating expenses represented 6.7% and 4.1% of lease revenue for the three and nine months ended September 30, 1997, respectively, compared to 3.2% and 1.8% of lease revenue for of the same periods in 1996. The increase in operating expenses from 1996 to 1997 was due primarily to professional service costs incurred in connection with the Solicitation and Registration Statements described in Note 9 to the accompanying financial statements and an increase in administrative charges. The amount of future operating expenses cannot be predicted with certainty; however, such expenses are usually higher during the acquisition and liquidation phases of a trust. 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 nine months ended September 30, 1997, operating activities generated net cash inflows of $11,391,360, after reductions for equipment sale proceeds of $2,265,436 received in connection with the sale of the vessel and debt proceeds of $3,846,898 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 and received by the Trust in January 1997. For the nine months ended September 30, 1996, the Trust generated net cash inflows from operating activities of $14,681,854. Over time, 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 14 AFG Investment Trust C FORM 10-Q PART I. FINANCIAL INFORMATION an allowance for doubtful accounts. Notwithstanding a positive collection history, there is no assurance that all future contracted rents will be collected or that the credit quality of the Trust's lessees will be maintained. Collection risk could increase in the future, particularly as the Trust remarkets its equipment and enters re-lease agreements with different lessees. The Managing Trustee will continue to evaluate and monitor the Trust's experience in collecting accounts receivable to determine whether a future allowance for doubtful accounts may become appropriate. Ultimately, the Trust will dispose of all assets under lease. This will occur principally through sale transactions whereby each asset will be sold to the existing lessee or to a third party. Generally, this will occur upon expiration of each asset's primary or renewal/re-lease term. In certain instances, casualty or early termination events may result in the disposal of an asset. Such circumstances are infrequent and usually result in the collection of stipulated cash settlements pursuant to terms and conditions contained in the underlying lease agreements. Cash expended for equipment acquisitions and cash realized from asset disposal transactions are reported under investing activities on the accompanying Statement of Cash Flows. The Trust expended $38,887,683 and $1,805,100 during the nine months ended September 30, 1997 and 1996, respectively, to acquire equipment pursuant to the reinvestment provisions of the Trust Agreement. Acquisitions for the nine months ended September 30, 1997 include the SAS Aircraft discussed previously and an equipment basis adjustment of $1,884,139 related to the lease exchange described in Note 4 to the accompanying financial statements. During the nine months ended September 30, 1997, the Trust realized net sale proceeds of $778,820 compared to $4,284,841 (including the proceeds from the United sale) for the same period in 1996. Future inflows of cash from asset disposals will vary in timing and amount and will be influenced by many factors including, but not limited to, the frequency and timing of lease expirations, the type of equipment being sold, its condition and age, and future market conditions. The Trust obtained long-term financing in connection with certain equipment leases. The origination of such indebtedness and the subsequent repayments of principal are reported as components of financing activities. Cash inflows of $31,951,256 and $8,581,221 in 1997 and 1996, respectively, resulted from leveraging a portion of the Trust's equipment portfolio with third-party lenders (see Results of Operations). 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 leveraging obtained in connection with the acquisition of reinvestment equipment. In addition, the Managing Trustee expects to use a portion of the Trust's available cash to retire certain indebtedness. Thereafter, the amount of indebtedness 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 $282,421, $2,867,081 and $22,704,268 at the expiration of the primary lease terms related to the Reno Aircraft, certain rail equipment and the SAS Aircraft, respectively. For financial reporting purposes, the Managing Trustee and the Special Beneficiary each has accumulated a capital deficit at September 30, 1997. This is the result of aggregate cash distributions to these Participants being in excess of their aggregate capital contributions ($1,000 each) and their respective allocations of financial statement net income or loss. Ultimately, the existence of a capital deficit for the Managing Trustee or the Special Beneficiary for financial reporting purposes is not indicative of any further capital obligations to the Trust by either the Managing Trustee or the Special Beneficiary. For income tax purposes, income is allocated first to those Participants having negative tax capital account balances so as to eliminate any such balances. In accordance with the Trust Agreement, upon the dissolution of the Trust, the Managing Trustee will be required to contribute to the Trust an amount equal to any negative balance which may exist in the Managing Trustee's tax capital account. No such requirement exists with respect to the Special Beneficiary. At December 31, 1996, the Managing Trustee had a positive tax capital account balance. 15 AFG Investment Trust C FORM 10-Q PART I. FINANCIAL INFORMATION At September 30, 1997, the Trust had aggregate future minimum lease payments of $29,435,878 from contractual lease agreements (see Note 3 to the financial statements), which will be used to amortize the principal balance of notes payable (see Note 6 to the financial statements). Additional cash inflows will be realized from future remarketing activities, such as lease renewals and equipment sales, the timing and extent of which cannot be predicted with certainty. This is because the timing and extent of equipment sales is often dependent upon the needs and interests of the existing lessees. Some lessees may choose to renew their lease contracts, while others may elect to return the equipment. In the latter instances, the equipment could be re-leased to another lessee or sold to a third party. Accordingly, as the Trust matures and a greater level of its equipment assets become available for remarketing, the cash flows of the Trust will become less predictable. In addition, the Trust will have cash outflows to satisfy interest on indebtedness and to pay management fees and operating expenses. Ultimately, the Trust is expected to meet its future disbursement obligations and to distribute any excess of cash inflows over cash outflows to the Participants in accordance with the Trust Agreement. However, several factors, including month-to-month lease extensions, lessee defaults, equipment casualty events, and early lease terminations could alter the Trust's anticipated cash flows as described herein and in the accompanying financial statements and result in fluctuations to the Trust's periodic cash distribution payments. 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 3,024,740 Class B Interests at $5.00 per interest, thereby generating $15,123,700 in aggregate Class B capital contributions. Class A Beneficiaries purchased 5,520 Class B Interests, generating $27,600 of aggregate capital contributions, and the Special Beneficiary, EFG, purchased 3,019,220 Class B Interests, generating $15,096,100 of such aggregate capital contributions. The Trust incurred costs in the amount of $151,237 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 a 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 offering of the Class B Interests to pay a one-time special cash distribution to the Class A Beneficiaries of the Trust. The Managing Trustee declared and paid this special cash distribution of approximately $1.47 per Class A Beneficiary Interest, aggregating $2,960,865, 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 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 $2,291,567 of the net proceeds realized from the offering of the Class B Interests to purchase 218,661 of the Class A Beneficiary Interests tendered as a result of the offer. Cash distributions paid to the Participants consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be 16 AFG Investment Trust C FORM 10-Q PART I. FINANCIAL INFORMATION 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. 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 Beneficiary Interest (the rate established and paid from the Trust's inception through September 1995) to an annualized rate of $1.26 per Class A Beneficiary Interest commencing in October 1995. In October 1996, the Managing Trustee increased the annualized distribution rate to $1.64 per Class A Beneficiary Interest and expects that the Trust will be able to sustain this distribution rate throughout 1997. For the Class B Beneficiaries, the Managing Trustee established an annualized distribution of $0.66 per Class B Beneficiary Interest commencing in August 1997. The Managing Trustee expects to maintain this distribution throughout 1997. Future distributions, with respect to Class B Interests, will be subordinate to certain distributions to Class A Interests. 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. 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 month. The payment of such distributions is presented as a component of financing activities. For the nine months ended September 30, 1997, the Trust declared total cash distributions of Distributable Cash From Operations and Distributable Cash From Sales and Refinancings of $6,097,024. In accordance with the Trust Agreement, the Beneficiaries were allocated 90.75% of these distributions, or $5,533,049 ($5,127,669 to Class A Beneficiaries and $405,380 to Class B Beneficiaries); the Special Beneficiary was allocated 8.25% or $503,005; and the Managing Trustee was allocated 1%, or $60,970. 17 AFG Investment Trust C FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings Response: Refer to Note 8 to the financial statements herein. Item 2. Changes in Securities Response: On July 18, 1997, the Trust issued 3,024,740 Class B Interests at $5.00 per interest, generating $15,123,700 in aggregate Class B capital contributions. Class A Beneficiaries purchased 5,520 Class B Interests, generating $27,600 of such aggregate capital contributions, and the Special Beneficiary, EFG, purchased 3,019,220 Class B Interests, generating $15,096,100 of such aggregate capital contributions. Subsequently, EFG transferred its Class B Interests to a special-purpose company, Equis II Corporation. (See Note 9 to the accompanying financial statements.) The Trust Agreement grants limited voting rights to the Class A Beneficiaries and Class B Beneficiaries. However, each Class A Beneficiary and Class B Beneficiary is entitled to cast one vote for each Interest owned by him or her. Equis II Corporation has voting control of the Trust through its ownership of its Class B Interests. Future cash distributions with respect to the Class B Interests will be subordinate to certain distributions with respect to the Class A Interests. Item 3. Defaults upon Senior Securities Response: None Item 4. Submission of Matters to a Vote of Security Holders Response: None Item 5. Other Information Response: None Item 6(a). Exhibits Response: None Item 6(b). Reports on Form 8-K Response: None 18 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the registrant and in the capacity and on the date indicated. AFG Investment Trust C By: AFG ASIT Corporation, a Massachusetts corporation and the Managing Trustee of the Registrant. By: /s/ Michael J. Butterfield ------------------------------------------- Michael J. Butterfield Treasurer of AFG ASIT Corporation (Duly Authorized Officer and Principal Accounting Officer) Date: November 14, 1997 ------------------------------------------- By: /s/ Gary M. Romano ------------------------------------------- Gary M. Romano Clerk of AFG ASIT Corporation (Duly Authorized Officer and Principal Financial Officer) Date: November 14, 1997 -------------------------------------------- 19 EX-27 2 EX-27 FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-1996 JAN-01-1997 SEP-30-1997 23,886,464 0 1,702,085 0 0 25,588,549 114,526,538 48,732,516 91,382,738 935,316 45,801,266 0 0 0 44,646,156 91,382,738 0 12,307,505 0 0 10,703,772 0 886,502 717,231 0 717,231 0 0 0 717,231 0 0
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