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 February 28, 2001
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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
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Commission file number: 333-34842
GreatAmerica Leasing Receivables 2000-1, L.L.C.
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(Exact name of registrant as specified in its charter)
Delaware 42-1502818
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 First SE, Suite 701
Cedar Rapids, Iowa 52401
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(Address of principal executive offices) (Zip Code)
(319) 365-8449
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(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
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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 February 28, 2001
Statements of Operations--Three months ended February 28 ,
2001; Nine months ended February 28, 2001
Statement of Cash Flow-For the Nine months ended
February 28, 2001
Notes to condensed financial statements--February 28, 2001
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
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MEMBERS' EQUITY $1,000
======
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
UNAUDITED BALANCE SHEET AS OF
FEBRUARY 28, 2001
ASSETS:
CASH-RESTRICTED $ 12,400,477
CAPITALIZED SECURITIZATION COSTS 1,151,199
DIRECT FINANCING LEASES:
MINIMUM LEASE PAYMENTS 179,479,123
ESTIMATED UNGUARANTEED RESIDUAL VALUES 21,516,301
UNEARNED INCOME (27,109,719)
ALLOWANCE FOR DOUBTFUL ACCOUNTS (6,405,690)
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NET INVESTMENT IN DIRECT FINANCING LEASES 167,480,015
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TOTAL ASSETS $181,031,691
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LIABILITIES:
NOTES PAYABLE $167,153,218
ACCRUED INTEREST 343,655
DUE TO AFFILIATE 1,163,952
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TOTAL LIABILITIES 168,660,825
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MEMBERS' EQUITY:
PAID IN CAPITAL 8,022,411
RETAINED EARNINGS 4,348,455
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TOTAL MEMBERS' EQUITY: 12,370,866
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TOTAL LIABILITIES & MEMBERS' EQUITY $181,031,691
============
The accompanying notes are an integral part of these condensed financial
statements.
GREATAMERICA LEASING RECEIVABLES 2000-1 L.L.C.
UNAUDITED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
February 28, 2001 February 28, 2001
REVENUES
DIRECT FINANCING LEASES $ 5,288,708 $ 17,932,688
INTEREST INCOME 172,385 512,302
OTHER INCOME 587,829 1,254,177
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TOTAL REVENUE 6,048,922 19,699,167
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EXPENSES:
INTEREST EXPENSE 3,322,803 10,436,020
SELLING, GENERAL,
AND ADMINISTRATIVE 550,143 1,815,319
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TOTAL EXPENSES 3,872,946 12,251,339
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NET INCOME $ 2,175,976 $ 7,447,828
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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 NINE MONTHS ENDED FEBRUARY 28, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 7,447,828
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
GAIN ON TERMINATION OF LEASES (789,380)
AMORTIZION OF CAPITALIZED SECURITIZATION COSTS 659,443
INCREASE IN DUE TO AFFILIATE 1,163,952
INCREASE IN ACCRUED INTEREST 343,655
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NET CASH FLOW FROM OPERATING ACTIVITIES 8,825,498
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CASH FLOW FROM INVESTING ACTIVITIES:
PURCHASE OF LEASE RECEIVABLE CONTRACTS (234,462,674)
REPAYMENT OF LEASE RECEIVABLE CONTRACTS 68,328,196
PROCEEDS ON TERMINATION OF LEASES 7,465,253
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NET CASH FLOWS FROM INVESTING ACTIVITIES (158,669,225)
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CASH FLOW FROM FINANCING ACTIVITIES:
PROCEEDS FROM NOTES PAYABLE 235,195,755
REPAYMENT ON NOTES PAYABLE (68,042,537)
PAYMENT OF SECURITIZATION COSTS (1,810,642)
DISTRIBUTION TO PARENT (3,099,372)
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NET CASH FLOWS FROM FINANCING ACTIVITIES 162,243,204
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NET INCREASE IN CASH 12,399,477
CASH AT BEGINNING OF PERIOD 1,000
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CASH AT END OF PERIOD $ 12,400,477
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SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD FOR INTEREST $ 10,101,726
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
FEBRUARY 28, 2001
(UNAUDITED)
The accompanying unaudited condensed financial statements have been prepared by
GreatAmerica Leasing Receivables 2000-1 L.L.C., ("Company" ) in accordance with
accounting principles generally accepted in the United States of America
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 the Company are limited by the terms of the Limited
Liability 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 the Company
did not conduct any activities.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America 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.
RESTRICTED CASH-The Company is required to maintain a reserve fund equal to
$2,412,264. The remaining available amounts are required to be distributed
in accordance with the securitization agreement.
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
FEBRUARY 28, 2001 (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 the Originator, with funds that were obtained through the
issuance of notes payable that were publicly offered, as 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 minimum payments from lessees are as scheduled below:
Years Ending May 31, Minimum Lease Payment
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2001 $22,544,295
2002 75,890,859
2003 47,517,663
2004 24,690,612
2005 8,617,215
Thereafter 218,479
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$179,479,123
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3. Related Party Transactions
The Originator 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, the Originator has the right to elect, but is not obligated, to
advance unpaid scheduled payments with respect to the contracts.
As the servicer, the Originator received cash payments for the quarter and
nine month ended February 28, 2001 totaling $349,283 and $1,048,727 in
servicing fees, respectively. Also, the servicer has not been reimbursed
for advances of $1,163,952 which are reflected on the balance sheet as due
to affiliate.
4. Notes Payable
Notes Payable at February 28, 2001 consisted of :
Seven classes of Receivable-Backed Notes at rates of 6.96% to 8.14%
maturing through November 2005 $ 167,153,218
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The aggregate maturities of the notes payable as of February 28, 2001 are
as follows:
2001 $ 21,087,945
2002 71,286,153
2003 43,633,788
2004 20,829,251
2005 9,969,966
Thereafter 346,115
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Total $ 167,153,218
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
On June 16, 2000 GreatAmerica Leasing Receivables 2000-1 L.L.C.
("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 December 29, 2000 the Registrant filed a report on Form 8-K to
file under Item 5 of the Form, Servicer report information.
On January 24, 2001 the Registrant filed a report on Form 8-K to
file under Item 5 of the Form, Servicer report information.
On February 28, 2001 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: April X, 2001