UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended August 31, 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 number: 333-34842
GreatAmerica Leasing Receivables 2000-1, L.L.C.
...........................................................
(Exact name of registrant as specified in its charter)
Delaware 42-1502818
.................................. ......................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 First SE, Suite 701
Cedar Rapids, Iowa 52401
...................................... .................
(Address of principal executive offices) (Zip Code)
(319) 365-8449
..................................................
(Registrant's telephone number, including area code)
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.........
INDEX
GREATAMERICA LEASING RECEIVABLES 2000-1, L.L.C.
Part I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Unaudited Balance Sheet-May 31, 2000
Unaudited Balance Sheet--August 31, 2000
Unaudited Statement of Operations and Retained
Earnings--For the Three Months Ended August 31, 2000
Unaudited Statement of Cash Flows-For the Three
Months Ended August 31,2000
Notes to Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition And Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GREATAMERICA LEASING RECEIVABES 2000-1 L.L.C.
UNAUDITED BALANCE SHEET AS OF
MAY 31, 2000
ASSETS-Cash $1,000
=======
MEMBERS' EQUITY $1,000
=======
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
UNAUDITED BALANCE SHEET AS OF
AUGUST 31, 2000
ASSETS:
CASH-RESTRICTED $ 13,695,128
CAPITALIZED SECURITIZATION COSTS 1,500,828
DIRECT FINANCING LEASES:
MINIMUM LEASE PAYMENTS 232,027,315
ESTIMATED UNGUARANTEED RESIDUAL VALUES 23,360,337
UNEARNED INCOME (38,819,689)
ALLOWANCE FOR DOUBTFUL ACCOUNTS (7,085,193)
------------
NET INVESTMENT IN DIRECT FINANCING LEASES 209,482,770
------------
TOTAL ASSETS $224,678,726
============
LIABILITIES:
NOTES PAYABLE $211,895,819
ACCRUED EXPENSES 433,421
DUE TO AFFILIATE 1,281,816
------------
TOTAL LIABILITIES 213,611,056
------------
MEMBERS' EQUITY:
PAID IN CAPITAL 8,022,411
RETAINED EARNINGS 3,045,259
------------
TOTAL MEMBERS' EQUITY: 11,067,670
------------
TOTAL LIABILITIES & MEMBERS' EQUITY $224,678,726
============
The accompanying notes are an integral part of these condensed financial
statements.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
UNAUDITED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED AUGUST 31, 2000
REVENUES:
DIRECT FINANCING LEASES $ 6,686,807
INTEREST INCOME 141,849
OTHER INCOME 256,977
------------
TOTAL REVENUE 7,085,633
------------
EXPENSES:
INTEREST EXPENSE $ 3,387,115
SELLING, GENERAL, AND ADMINISTRATIVE 653,259
------------
TOTAL EXPENSES 4,040,374
------------
NET INCOME $ 3,045,259
============
RETAINED EARNINGS:
BEGINNING OF PERIOD $ 0
NET INCOME 3,045,259
------------
END OF PERIOD $ 3,045,259
============
The accompanying notes are an integral part of these condensed financial
statements.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31,2000
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 3,045,259
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
GAIN ON TERMINATION OF LEASES (232,761)
AMORTIZION OF CAPITALIZED SECURITIZATION COSTS 210,591
INCREASE IN DUE TO AFFILIATE 1,281,816
INCREASE IN ACCRUED EXPENSES 433,421
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NET CASH FLOW FROM OPERATING ACTIVITIES 4,738,326
-------------
CASH FLOW FROM INVESTING ACTIVITIES:
PURCHASE OF LEASE RECEIVABLE CONTRACTS (234,462,674)
REPAYMENT OF LEASE RECEIVABLE CONTRACTS 30,403,636
PROCEEDS ON TERMINATION OF LEASES 2,830,440
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NET CASH FLOWS FROM INVESTING ACTIVITIES (201,228,598)
-------------
CASH FLOW FROM FINANCING ACTIVITIES:
PROCEEDS FROM NOTES PAYABLE 235,195,755
REPAYMENT ON NOTES PAYABLE (23,299,936)
PAYMENT OF SECURITIZATION COSTS (1,711,419)
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NET CASH FLOWS FROM FINANCING ACTIVITIES 210,184,400
-------------
NET INCREASE IN CASH 13,694,128
CASH AT BEGINNING OF PERIOD 1,000
-------------
CASH AT END OF PERIOD $ 13,695,128
=============
SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD FOR INTEREST $ 2,953,692
NONCASH INVESTING AND FINANCING ACTIVITY-
CONTRIBUTION OF LEASE RECEIVABLE CONTRACTS 8,022,411
The accompanying notes are an integral part of these condensed financial
statements.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2000
(UNAUDITED)
The accompanying unaudited condensed financial statements have been prepared by
GreatAmerica Leasing Receivables 2000-1 L.L.C., ("Company" ) in accordance with
generally accepted accounting principles, pursuant to the rules and regulations
of the Securities and Exchange Commission. In the opinion of management, all
adjustments, consisting of normal recurring entries, considered necessary have
been included.
1. Nature of Operations and Significant Accounting Policies
NATURE OF OPERATIONS-The Company is a limited purpose limited liability
company established under laws of the state of Delaware and was formed by
GreatAmerica Leasing Corporation ("Originator") who holds a 99% membership
interest, and GreatAmerica Leasing Receivables 2000 Corporation (the
"Special Purpose Member), who holds a 1% membership interest, pursuant to
the Limited Liability Company Agreement dated April 12, 2000 between the
Originator and the Special Purpose Member (the "Limited Liability
Agreement"). The Special Purpose Member is wholly owned by the Originator.
The activities of GreatAmerica Leasing Receivable 2000-1 L.L.C. are limited
by the terms of the Limited Liability Company Agreement to purchasing
equipment leases and lease receivables (including equipment), loan
agreements and other financing agreements, issuing notes secured by such
assets and other activities related thereto. Prior to June 16, 2000
GreatAmerica Leasing Receivables 2000-1 L.L.C. did not conduct any
activities.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
significantly from those estimated. Material estimates that are
particularly susceptible to significant change in the near-term relate to
the determination of the allowance for doubtful accounts and the estimated
unguaranteed residual values on the lease receivable contracts purchased.
Failure of the customers to make scheduled payments under their equipment
lease contracts could have a material near-term impact on the allowance for
doubtful accounts.
Realization of unguaranteed residual values depends on many factors,
several of which are not within the Company's control, including general
market conditions at the time of the original lease contract's expiration,
whether there has been unusual wear and tear on, or use of, the equipment,
the cost of comparable new equipment and the extent, if any, to which the
equipment has become technologically or economically obsolete during the
contract term. These factors, among others, could have a material near-term
impact on the estimated unguaranteed residual values.
CAPITALIZED SECURITIZATION COSTS-Capitalized securitization costs are
amortized over the terms of the related debt agreement using the effective
yield method.
NET INVESTMENT IN DIRECT FINANCING LEASES - At the time the lease
receivable contracts were purchased from the Originator the Company
recorded the remaining lease contract receivable, an estimated unguaranteed
residual value and unearned lease income. The unearned lease income
represents the excess of the remaining lease contract receivable plus the
unamortized estimated residual value over the carrying value of the lease
receivable contracts. The unearned income is amortized to income over the
lease term so as to produce a constant periodic rate of return on the net
investment in the lease. Lessees are responsible for all taxes, insurance
and maintenance costs.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - The Company maintains an allowance for
doubtful accounts for customers that may become unable to discharge their
obligations under the agreements. The allowance for doubtful accounts is
maintained at a level deemed appropriate by management to provide for known
and inherent risks in the portfolio. The allowance is based on current
economic conditions and the underlying asset value. The consideration of
such future potential losses also includes an evaluation for other than
temporary declines in the value of the underlying leased assets. Leases
which are deemed uncollectible are charged off and deducted from the
allowance and recoveries are added to the allowance.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AUGUST 31, 2000 (CONTINUED)
INCOME TAXES-The Company is taxed as a partnership. As such, the members of
the Company include the taxable income or loss of the Company in their
income tax returns and the Company is not subject to income taxes.
2. Equipment Leased
Equipment leases are primarily true leases and finance leases for
predominantly office equipment. The length of the lease term on the leases
initially purchased ranged from 2 to 80 months. The assets were conveyed
from an affiliate, GreatAmerica Leasing Corporation, with funds that were
obtained through the issuance of notes payable that were publicly offered,
as described in a prospectus, dated June 13, 2000 previously filed with the
Securities and Exchange Commission pursuant to Rule 424 A(b) 4. The
schedule of remaining annual mimimum payments from lessees are as scheduled
below:
Years Ending May 31, Minimum Lease Payment
---------------------- ---------------------
2001 $ 73,031,590
2002 77,342,576
2003 47,931,248
2004 24,857,790
2005 8,679,978
Thereafter 184,133
------------
$232,027,315
============
3. Related Party Transactions
GreatAmerica Leasing Corporation is the majority owner of GreatAmerica
Leasing Receivables 2000-1 L.L.C., GreatAmerica Leasing Corporation also
serves as the contract servicer. In this function as servicer, it is
responsible for collecting , enforcing, and administering the contracts.
For performing the servicer function it is entitled to a monthly fee equal
to 1/12 of .75% of the aggregate discounted contract balance of the
contracts pledged to the indenture trustee as of the beginning of the
related collection period. Also in it's function as servicer GreatAmerica
Leasing Corporation has the right to elect, but is not obligated to advance
unpaid scheduled payments with respect to the contracts.
As the servicer, GreatAmerica Leasing Corporation received for the quarter
ending August 31, 2000 a total of $442,667 in servicing fees. During this
same period the servicer has not been reimbursed for advances of $1,281,816
which is reflected on the Balance Sheet as a due to affiliate.
4. Notes Payable
Notes Payable at August 31, 2000 consisted of : Seven classes of
Receivable-Backed Notes at rates of 6.96088% to 8.14% maturing through
November 2005 $ 211,895,819
The aggregate maturities of the notes payable as of August 31, 2000 are as
follows:
2001 $ 61,384,997
2002 69,177,759
2003 46,001,193
2004 25,657,220
2005 9,674,650
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Total $ 211,895,819
=============
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
On June 16, 2000 the Company issued $214,570,896 in Receivable-Backed
Notes through a public offering. In addition the Company issued
$20,624,859 in Receivable-Backed Notes through a private placement.
The proceeds were used to purchase $235,195,755 of lease contracts
from GreatAmerica Leasing Corporation. The notes are secured by
certain lease receivables and equipment and were issued pursuant to
the terms of an Indenture, a Transfer and Servicing Agreement and
other related transaction agreements, all as more fully described in
the prospectus dated June 13, 2000. The Company has timely paid all
principal, and interest, and fees owing with respect to the notes and
there are no known defaults under any of the transaction agreements.
This was the first period of operation for the Company, so there are
no meaningful comparisons to prior periods. Management believes the
cash flow from the lease contracts will be sufficient to pay the debt
service on the notes payable for at least the next twelve months.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Not Applicable
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) Reports on Form 8-K
On June 16, 2000 the Registrant filed a current report on Form
8-K to file information regarding the registration and issuance
of $ 214,570,896 of Receivable-Backed Notes.
(B) Exhibits
Exhibits required by item 601 that are not incorporated by
reference to Form 8-K are available in Form S-1 filed on April
14, 2000 by the Registrant, with amendments subsequently filed on
June 2, 2000 and June 12, 2000 and incorporated by reference
hereto.
(C) Exhibit 27 Financial Data Schedule
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.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
BY: /s/ Stanley M. Herkelman
------------------------------------------
Chief Financial Officer
Date: October 13, 2000