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 November 30, 2000
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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 Sheets--May 31, 2000 and November 30, 2000
Statements of Operations--Three months ended
November 30, 2000; Six months ended
November 30, 2000
Statement of Cash Flow-For the Six months ended
November 30, 2000
Notes to financial statements--November 30, 2000
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
NOVEMBER 30, 2000
ASSETS:
CASH-RESTRICTED $ 12,805,678
CAPITALIZED SECURITIZATION COSTS 1,323,529
DIRECT FINANCING LEASES:
MINIMUM LEASE PAYMENTS 205,168,002
ESTIMATED UNGUARANTEED RESIDUAL VALUES 22,580,670
UNEARNED INCOME (32,601,697)
ALLOWANCE FOR DOUBTFUL ACCOUNTS (6,637,919)
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NET INVESTMENT IN DIRECT FINANCING LEASES 188,509,056
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TOTAL ASSETS $ 202,638,263
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LIABILITIES:
NOTES PAYABLE $ 188,856,679
ACCRUED EXPENSES 388,128
DUE TO AFFILIATE 1,242,074
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TOTAL LIABILITIES 190,486,881
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MEMBERS' EQUITY:
PAID IN CAPITAL 8,022,411
RETAINED EARNINGS 4,128,971
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TOTAL MEMBERS' EQUITY: 12,151,382
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TOTAL LIABILITIES & MEMBERS' EQUITY $ 202,638,263
=============
The accompanying notes are an integral part of these condensed financial
statements.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
UNAUDITED STATEMENT OF OPERATIONS
Three Months Ended Six Months Ended
November 30, 2000 November 30, 2000
REVENUES
DIRECT FINANCING LEASES $ 5,957,175 $12,643,982
INTEREST INCOME 198,067 339,916
OTHER INCOME 409,370 666,347
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TOTAL REVENUE 6,564,612 13,650,245
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EXPENSES:
INTEREST EXPENSE 3,726,102 7,113,217
SELLING, GENERAL, AND ADMINISTRATIVE 611,917 1,265,176
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TOTAL EXPENSES 4,338,019 8,378,393
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NET INCOME $ 2,226,593 $ 5,271,852
=========== ===========
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 SIX MONTHS ENDED NOVEMBER 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 5,271,852
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
GAIN ON TERMINATION OF LEASES (476,674)
AMORTIZION OF CAPITALIZED SECURITIZATION COSTS 444,670
INCREASE IN DUE TO AFFILIATE 1,242,074
INCREASE IN ACCRUED EXPENSES 388,128
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NET CASH FLOW FROM OPERATING ACTIVITIES 6,870,050
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CASH FLOW FROM INVESTING ACTIVITIES:
PURCHASE OF LEASE RECEIVABLE CONTRACTS (234,462,674)
REPAYMENT OF LEASE RECEIVABLE CONTRACTS 49,374,817
PROCEEDS ON TERMINATION OF LEASES 5,076,885
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NET CASH FLOWS FROM INVESTING ACTIVITIES (180,010,972)
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CASH FLOW FROM FINANCING ACTIVITIES:
PROCEEDS FROM NOTES PAYABLE 235,195,755
REPAYMENT ON NOTES PAYABLE (46,339,076)
PAYMENT OF SECURITIZATION COSTS (1,768,199)
DISTRIBUTION TO PARENT (1,142,880)
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NET CASH FLOWS FROM FINANCING ACTIVITIES 185,945,600
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NET INCREASE IN CASH $ 12,804,678
CASH AT BEGINNING OF PERIOD 1,000
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CASH AT END OF PERIOD $ 12,805,678
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SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD FOR INTEREST $ 6,725,087
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
NOVEMBER 30, 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 collateralized by
such assets and other activities related thereto. The leases, loans, and
other agreements purchased are originated throughout the United States of
America. 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
NOVEMBER 30, 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. Direct Financing Leases
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 $46,880,875
2002 76,901,219
2003 47,735,853
2004 24,792,141
2005 8,668,418
Thereafter 189,496
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$205,168,002
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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 its 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
and six months ended November 30, 2000 a total of $377,838 and $820,506 in
servicing fees, respectively. Also, the servicer has not been reimbursed
for advances of $1,242,074 which is reflected on the Balance Sheet as due
to affiliate.
4. Notes Payable
Notes Payable at November 30, 2000 consisted of :
Seven classes of Receivable-Backed Notes at rates of 6.96088% to 8.14%
maturing through November 2005 $ 188,856,679
=============
The aggregate maturities of the notes payable as of November 30, 2000
are as follows:
2001 $ 38,345,857
2002 69,177,759
2003 46,001,193
2004 25,657,220
2005 9,674,650
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Total $ 188,856,679
=============
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 is the first year of operation for the Company, so there are no
meaningful comparisons to the prior year. 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 September 22, 2000 the Registrant filed a report on Form 8-K to
file under Item 5 of the Form, Servicer report information.
On October 27, 2000 the Registrant filed a report on Form 8-K to file
under Item 5 of the Form, Servicer report information.
On November 29, 2000 the Registrant filed a current report on Form 8-K
to file under Item 5 of the Form, Servicer report information
(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.
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:
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Chief Financial Officer
Date: January 12, 2001