10-Q 1 h10314e10vq.txt FIRSTCITY LIQUIDATING TRUST - SEPTEMBER 30, 2003 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, 2003 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-20677 FIRSTCITY LIQUIDATING TRUST (Exact name of registrant as specified in its charter) Texas 06-6414468 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1001 Fannin, Suite 250, Houston, Texas 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 651-7841 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 [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of September 30, 2003, 2,454,310 units of Class B Beneficial Interests and 725,729 units of Class C Beneficial Interests were outstanding. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections, guidance or other statements, other than statements of historical fact, are forward-looking statements. When used in this Form 10-Q, words such as "will", "would", "should", "plans", "may", "anticipate", "believe", "estimate", "expect", "intend", "predict", "project" and similar expressions as they relate to the Trust or Trust management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of Trust management as well as information currently available to the Trust and assumptions made by Trust management that are subject to changes and other risks. Although the Trust believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Certain risks and uncertainties inherent in the Trust's business are set forth in the filings of the Trust with the Securities and Exchange Commission. If one or more of these risks or uncertainties materialize, or if any underlying assumption proves incorrect, actual results may vary materially from those anticipated, expected or projected. All subsequent written and oral forward-looking statements attributable to the Trust or individuals acting on behalf of the Trust are expressly qualified in their entirety by this paragraph. The Trust does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. PART I - FINANCIAL INFORMATION Item 1. Financial Statements FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION (DOLLARS IN THOUSANDS)

~~JUNE~~SEPTEMBER 30, DECEMBER 31, 2003 2002 ------------- ------------- ~~(Unaudited)~~ Assets, at estimated fair value (Unaudited) Cash and cash equivalents ...................................... $ 324,~~756~~172 $ 4,226 Trust assets, net .............................................. ~~(1,531)~~83 27,405 ------------- ------------- Total assets ............................................ 314,~~225~~255 31,631 ------------- ------------- Less liabilities at face or estimated amount Payables and accrued liabilities ............................... ~~525~~455 1,531 ------------- ------------- Total liabilities ....................................... ~~525~~455 1,531 ------------- ------------- Commitments and contingencies .................................. -- -- Trust net asset value attributable to: Class "B" Certificate, 2,454,310 units outstanding ............... 303,~~700~~800 30,100 Class "C" Certificate, 725,729 units outstanding ................. -- -- ------------- ------------- Total net asset value ................................... $ 303,~~700~~800 $ 30,100 ============= =============

See accompanying notes to consolidated financial statements. 2 FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSET VALUE IN LIQUIDATION (DOLLARS IN THOUSANDS)(UNAUDITED)

THREE MONTHS ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, ENDED ~~JUNE~~SEPTEMBER 30, --------------------~~--------~~ --------------------~~--------~~ 2003 2002 2003 2002 --------~~----~~ --------~~----~~ --------~~----~~ --------~~----~~ Changes in fair value of trust assets ........ $ 2,~~974~~022 $ ~~336~~314 $ 13,~~295~~317 $ ~~784~~1,098 Interest income on short-term investments .... 915 1316 2035 2743 Administrative expense ....................... (~~383~~1,940) (~~349~~330) (~~715~~2,655) (~~811~~1,141) --------~~----~~ --------~~----~~ --------~~----~~ --------~~----~~ Net income ............................ ~~2,600~~97 -- ~~600~~697 -- --------~~----~~ --------~~----~~ --------~~----~~ --------~~----~~ Net asset value, beginning of period ......... 2830,~~100~~700 36,900 30,100 36,900 Distributions on Class B Certificate ......... (26,997) -- (26,997) -- -------- --------~~----~~ --------~~----~~ --------~~----~~ Net asset value, end of period ............... $ 303,~~700~~800 $ 36,900 $ 303,~~700~~800 $ 36,900 ========~~====~~ ========~~====~~ ========~~====~~ ========~~====~~

CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)(UNAUDITED)

~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, ~~----------------------------~~ 2003 2002 --------~~----~~ --------~~----~~ Cash flows from operating activities: Net income ..................................................... $ ~~600~~697 $ -- Adjustments to reconcile net income to net cash provided by ~~(used in)~~ operating activities: Changes in fair value of trust assets ....................... (13,~~295~~317) (~~784~~1,098) Collections on Trust assets, net of advances ................ 29,~~235~~443 ~~630~~1,974 ~~Decrease~~Increase (decrease) in payables and accrued liabilities .... 120 (75) -------- -------- Net cash provided by operating activities ................ ~~(10)~~26,943 ~~(75)~~801 -------- -------- Cash flows from financing activities: Distributions on Class B Certificate ........................... (26,997) -- -------- -------- Net cash ~~provided by (~~used in) ~~operating~~financing activities .......................... ~~$ 28,530 $~~ (~~229~~26,997) -- ---------- --------~~----~~ Net increase(decrease) in cash and cash equivalents ............ ~~28,530~~ (~~229~~54) 801 Cash and cash equivalents, beginning of period ................. 4,226 3,265 --------~~----~~ --------~~----~~ Cash and cash equivalents, end of period ....................... $ 324,~~756~~172 $ 34,~~036~~066 ========~~====~~ ========~~====~~

See accompanying notes to consolidated financial statements. 3 FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES Notes to Consolidated Financial Statements September 30, 2003 (A) Basis of Presentation The unaudited consolidated financial statements of FirstCity Liquidating Trust (the "Trust", formerly the "Debtor") reflect, in the opinion of management, all adjustments, consisting only of normal and recurring adjustments, necessary to present fairly the Trust's net assets in liquidation at September 30, 2003, its changes in net asset value in liquidation for the three month and nine month periods ended September 30, 2003 and 2002 and cash flows for the nine month periods ended September 30, 2003 and 2002. Management of the Trust has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates. (B) Trust Assets Trust assets are comprised of the following (dollars in thousands):

~~June~~September 30, December 31, Estimated Gross Cash Flow by Type of Asset 2003 2002 ------------------------------------------ ------------ ------------ (Unaudited) Borrowers' obligation on outstanding balance of: Performing loans .................................. $ ~~375~~333 $ 438 Nonperforming loans ............................... 4 6 Real estate and other assets .......................... ~~355~~234 31,616 ------------ ------------ Total ............................................. ~~734~~571 32,060 ------------ ------------ Discount required to reflect trust assets at estimated fair value ......................... (~~2,265~~488) (4,655) ------------ ------------ Trust assets, net ..................................... $ ~~(1,531)~~83 $ 27,405 ============ ============

For each asset, estimates of income, expense and net cash flow on a monthly basis through the expected final disposition date are prepared by management of the Trust. The individual asset budget is developed based upon factors which include physical inspection of the asset or the collateral underlying the related loan, local market conditions, contractual payments or rents, and discussions with the relevant borrower. The Trust's management and the Portfolio Committee periodically reevaluate and revise projected monthly cash flows on an asset by asset basis. At September 30, 2003 and December 31, 2002, the projected monthly cash flows were discounted at 7% to reflect the Trust assets at estimated fair value. The Trust assets are highly concentrated in Texas. 4 FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) In the second quarter of 2003, the Trust sold its 67% partnership interest in First City Tower for approximately $29 million. At September 30, 2003, the discount required to reflect trust assets at estimated fair value included estimated future expenses of closing out the Trust. (C) Distribution Priorities The Trust is required to apply all proceeds from the liquidation and disposition of the Trust's assets first to payment of normal operating expenses. Second, Trust proceeds totaling $188 million were distributed to FirstCity Financial Corporation ("FirstCity") to retire the Class A Certificate in December 1997. The third order of distribution of Trust proceeds is payments pursuant to employment and bonus agreements with certain former employees of the Debtor. The bonus pool and executive long-term incentive plan provides for the payment of bonuses equal to 4.76% of additional distributions to Class B Certificate holders and (if any) Class C Certificate holders. Fourth, Class B Certificate holders are entitled to distributions up to the Pour-Over Level. The Pour-Over Level (approximately $30 million at September 30, 2003) is the liquidation preference on July 3, 1995 of the Debtor's Series B and Series E preferred stock, less the nominal stated value of FirstCity special preferred stock and the book value of FirstCity common stock issued to the Series B and Series E holders, plus interest at an annual rate of 6.5% from July 3, 1995. The Pour-Over Level is reduced for distributions to Class B Certificate holders. On July 14, 2003, $27.0 million, or $11.00 per Certificate, was distributed to Class B Certificate holders and a $1.3 million bonus was paid to certain former employees of the Debtor. Lastly, Class C Certificate holders receive distributions, if any, after any remaining payments to Class B Certificate holders up to the Pour-Over Level (approximately $12.36 per unit as of September 30, 2003). The ultimate amounts to be distributed to the holders of the B and C Certificates will result from the cash flow actually realized from the liquidation of the non-cash Trust assets. The determination of the net asset value of the Trust in the accompanying consolidated statements of net assets in liquidation is based upon estimates of future cash flows. The actual cash flows and the timing of such cash flows may vary significantly from those estimates, thus affecting the final distributions to the certificate holders. 5 FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) (D) Commitments and Contingencies In July 2002, Gordonville Corporation, N.V., New Coronado Investment Corp., N.V. and Corona Investments, N.V., companies which claim to own approximately 46% of the 725,729 Class C Certificates (acquired in various tender offers at prices varying from approximately $1.00 to $1.50) filed a lawsuit against the Trustee and individual members of the Portfolio Committee of the Trust in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division (Gordonville Corporation, et al. vs. State Street Bank and Trust Company et al., Case No. 392-39474-HCA-11). The complaint alleges, among other things, that the Trustee and the individual members of the Portfolio Committee breached their fiduciary duties to the Class C Certificate holders in a manner which would prevent the Class C Certificate holders from realizing any value. The complaint seeks $14 million in actual damages, plus punitive damages and attorneys' fees. Management of the Trust and the members of the Portfolio Committee believe that the lawsuit is entirely without merit and intend to vigorously defend against the action. In November 2002 the Bankruptcy Court granted the Trust's motion to dismiss the lawsuit without prejudice. In February 2003 the lawsuit was re-filed in the District Court of Harris County, Texas. Trial is scheduled for January 2004 and discovery is proceeding. The Trust is involved in various other legal proceedings in the ordinary course of business. In the opinion of management of the Trust, the resolution of such matters will not have a material adverse impact on the consolidated financial position, results of operations or liquidity of the Trust. In 1996 the FDIC closed the receiverships of the Debtor's banks and distributed the remaining surplus of those receiverships to the Trust. In accordance with a conveyance and indemnification agreement, the Trust is required, among other things, to provide indemnity to the FDIC against any known or unknown liabilities, obligations or actual expenses associated with the receiverships, in an aggregate amount up to $10 million until the termination of the Trust. Management of the Trust does not believe that, to the extent the Trust is obligated to pay certain claims or expenses associated with the past obligations of the Debtor's banks, such payments will have a material adverse impact on the consolidated financial position, results of operations or liquidity of the Trust. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The operations of the Trust for the third quarter and first nine months of 2003 and 2002 are summarized below (dollars in thousands):

~~SECOND~~THIRD ~~SIX~~NINE MONTHS QUARTER ENDED ~~JUNE~~SEPTEMBER 30, --------------------~~--------~~ --------------------~~--------~~ 2003 2002 2003 2002 --------~~----~~ --------~~----~~ --------~~----~~ --------~~----~~ Changes in fair value of trust assets ........ $ 2,~~974~~022 $ ~~336~~314 $ 13,~~295~~317 $ ~~784~~1,098 Interest income on short-term investments .... 915 1316 2035 2743 Administrative expense ....................... (~~383~~1,940) (~~349~~330) (~~715~~2,655) (~~811~~1,141) --------~~----~~ --------~~----~~ --------~~----~~ --------~~----~~ Net income ............................ $ ~~2,600~~97 $ -- $ ~~600~~697 $ -- ========~~====~~ ========~~====~~ ========~~====~~ ========~~====~~

THIRD QUARTER 2003 COMPARED TO THIRD QUARTER 2002 The estimated fair value of the Trust's assets increased $2.0 million in the third quarter of 2003 as compared to $.3 million in the third quarter of 2002. Factors which contributed to the enhancement of the net asset value of the Trust's assets in the third quarter of 2003 and 2002 include the increase in the estimated market value of the Trust's assets that naturally occurs as the remaining life of the Trust (and concomitantly the discount factor applied in calculating net asset value) decreases and as estimated future expenses are incurred. Interest income on short-term investments decreased in the third quarter of 2003 as compared to the third quarter of 2002 because of lower money market yields. Administrative expense totaled $1.9 million in the third quarter of 2003 as compared to $.3 million in 2002. A $1.3 million bonus, based on distributions to Class B Certificate holders, was paid to certain former employees of the Debtor in 2003 as compared to no bonus paid to such employees in 2002. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002 The estimated fair value of the Trust's assets increased $3.3 million in the first nine months of 2003 as compared to $1.1 million in the first nine months of 2002. Factors which contributed to the enhancement of the net asset value of the Trust's assets in the first nine months of 2003 and 2002 include the increase in the estimated market value of the Trust's assets that naturally occurs as the remaining life of the Trust (and concomitantly the discount factor applied in calculating net asset value) decreases and as estimated future expenses are incurred. Interest income on short-term investments decreased in 2003 as compared to 2002 because of lower money market yields. Administrative expense totaled $2.7 million in the first nine months of 2003 as compared to $1.1 million in the first nine months of 2002. A $1.3 million bonus, based on distributions to Class B Certificate holders, was paid to certain former employees of the Debtor in 2003 as compared to no bonus paid to such employees in 2002. 7 Net collections on Trust assets in the first nine months of 2003 totaled $29.4 million (primarily the sale of the 67% partnership interest in First City Tower) as compared to $2.0 million in 2002. The Class B Certificates were valued at $3.8 million at September 30, 2003. On July 14, 2003, $27.0 million, or $11.00 per Certificate, was distributed to Class B Certificate holders and a $1.3 million bonus was paid to certain former employees of the Debtor. After the July 14, 2003 distribution, the remaining net asset value of the Trust as reflected in the value of the Class B Certificates is estimated to be between $1.25 and $2.00 per Certificate. The actual valuation will be determined by the remaining asset liquidations and expenses of closing out the Trust, as well as the outcome of certain litigation. From the inception of the Trust in 1995, the net asset valuation has never shown any value to the Class C Certificates. With the liquidation of the Trust assets nearly complete subsequent to the sale of the largest remaining asset, management of the Trust believes that no value will be apportioned to the Class C interests. Non-cash trust assets at September 30, 2003 and December 31, 2002 were comprised of the following (dollars in thousands):

~~June~~September 30, December 31, Estimated Gross Cash Flow by Type of Asset 2003 2002 ------------------------------------------ ------------- ------------- Borrowers' obligation on outstanding balance of: Performing loans .................................. $ ~~375~~333 $ 438 Nonperforming loans ............................... 4 6 Real estate and other assets .......................... ~~355~~234 31,616 ------------- ------------- Total ............................................. ~~734~~571 32,060 ------------- ------------- Discount required to reflect trust assets at estimated fair value ......................... (~~2,265~~488) (4,655) ------------- ------------- Trust assets, net ..................................... $ ~~(1,531)~~83 $ 27,405 ============= =============

~~EXHIBIT~~Exhibit ~~NUMBER~~No. ~~DESCRIPTION~~Description ------- ---------------------------------------------------------------------- 2.1(1) Joint Plan of Reorganization for First City Bancorporation of Texas, Inc., as modified, under Chapter 11 of the United States Bankruptcy Code, as confirmed by the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, on May 31, 1995. 2.2(5) Order To Extend Term of FirstCity Liquidating Trust, dated June 11, 2001. 2.3(6) Purchase and Sale Contract between Financial Center, Inc., FCLT Tower, L.P., Parkway Properties FCT Limited Partner LP and Parkway Properties FCT General Partner dated April 30, 2003. 2.4(6) Notice of exercise of right of first refusal by UIDC Management, Inc. and UIDC of Texas Co. dated May 28, 2003. 3.1(1) The Liquidating Trust Agreement, dated as of July 3, 1995, by and between First City Bancorporation of Texas, Inc. and Shawmut Bank Connecticut, National Association (subsequently Fleet National Bank, State Street Bank and Trust Company, now U.S. Bank National Association), as Trustee. 10.1(3) Employment Agreement, effective as of July 3, 1995, by and between FCLT Loans Asset Corp. and Robert W. Brown, as amended May 1, 1996. 10.2(2) Settlement Agreement, dated as of June 22, 1994, as amended as of January 30, 1995, by and among FDIC-Corporate, the FDIC-Receivers and the First City Parties. 10.3(3) Conveyance and Indemnification Agreement, dated December 23, 1996, between FDIC-Corporate, the FDIC-Receivers, FCLT Loans, L.P. and the Trust. 10.4(4) Extension of Conveyance and Indemnification Agreement, dated in April 1999, between FDIC-Corporate, the FDIC-Receivers, FCLT Loans, L.P. and the Trust. 31.1 Rule 13a-14(a)/15d-14(a) Certification. 31.2 Rule 13a-14(a)/15d-14(a) Certification. 32.1 Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

--------- (1) Filed as the exhibit indicated to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 1, 1996 and incorporated herein by reference. (2) Filed as the exhibit indicated to the Registration Statement on Form 10/A filed with the Securities and Exchange Commission on July 10, 1996 and incorporated herein by reference. (3) Filed as the exhibit indicated to the Form 10-K for the fiscal year ended December 31, 1996 filed with the Securities and Exchange Commission and incorporated herein by reference. (4) Filed as the exhibit indicated to the Form 10-Q for the quarter ended March 31, 1999 filed with the Securities and Exchange Commission and incorporated herein by reference. (5) Filed as the exhibit indicated to the Form 10-Q for the quarter ended June 30, 2001 filed with the Securities and Exchange Commission and incorporated herein by reference. (6) Filed as Exhibits 2.1 and 2.2 to the Form 8-K filed with the Securities and Exchange Commission on July 14, 2003 and incorporated herein by reference. (b) Reports on Form 8-K. A report on Form 8-K was furnished to the Securities and Exchange Commission on July 14, 2003. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. U.S. Bank National Association, as Trustee Date: November 10, 2003 /s/ Cauna Silva --------------------- Name: Cauna Silva --------------- Title: Vice President -------------- 11 INDEX TO EXHIBITS

Filing Compare · FIRST CITY LIQUIDATING TRUST