UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X]
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2003 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 333-71362
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization) 1738 Bass Road, P.O. Box 9115, Macon, Georgia (Address of principal executive offices) |
52-2652209 (I.R.S.Employer Identification No.) 31208 (Zip Code) |
Registrants
telephone number, including area code: (478) 471-2300
Former name, former
address and former fiscal year, if changed since last report: None
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 Act). Yes [ ] No [X]
Registered debt outstanding as of August 12, 2003 was $1,189,334,925.
The registrant meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing with the reduced format disclosure contemplated thereby.
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Item 1. Item 2. Item 4. |
Condensed Financial Statements Balance Sheets - June 30, 2003 (unaudited) and September 30, 2002 Statements of Income - Three and nine months ended June 30, 2003 and 2002 (unaudited) Statements of Cash Flows - Nine months ended June 30, 2003 and 2002 (unaudited) Notes to Condensed Financial Statements (unaudited) Management's Discussion and Analysis of Financial Condition and Results of Operations Controls and Procedures |
Item 6. | Exhibits and Reports on Form 8-K |
*All amounts contained in this quarterly report on Form 10-Q are in thousands unless otherwise noted.
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This Report includes or incorporates by reference information which may constitute forward-looking statements within the meaning of the federal securities laws. Although IKON Receivables Funding, LLC (the Company) believes the expectations contained in such forward-looking statements are reasonable, it can give no assurances that such expectations will prove correct. Such forward-looking information is based upon managements current plans or expectations and is subject to a number of risks and uncertainties that could significantly affect current plans, anticipated actions and the future financial condition and results of IKON Office Solutions, Inc. (IKON) and IOS Capital, LLC (IOSC). These risks and uncertainties, which apply to the Company, IOSC and IKON, include, but are not limited to, risks and uncertainties relating to: factors which may affect the Companys ability to collect amounts due from lessees in order to make payments due in connection with the Companys lease-backed notes (such as lessee defaults or factors impeding recovery efforts); growth opportunities and increasing market share; productivity and infrastructure initiatives; earnings, revenue, cash flow, margin, and cost-savings projections; the effect of competitive pressures on equipment sales; expected savings and lower costs from productivity and infrastructure initiatives; developing and expanding strategic alliances and partnerships; the impact of e-commerce and e-procurement initiatives; the implementation of e-IKON; anticipated growth rates in the digital and color equipment and outsourcing industries; the effect of foreign currency exchange risk; the reorganization of IKONs business segments and the anticipated benefits of operational synergies related thereto; and IKONs ability to finance its current operations and its growth initiatives. As a consequence of these and other risks and uncertainties, current plans, anticipated actions and future financial condition and results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Company, IOSC or IKON.
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June 30, 2003 (unaudited) |
September 30, 2002 |
|||||||||||||
Assets | ||||||||||||||
Investment in leases: | ||||||||||||||
Finance lease receivables | $ | 1,567,769 | $ | 741,005 | ||||||||||
Less: Unearned income | (267,701) | (138,799) | ||||||||||||
1,300,068 | 602,206 | |||||||||||||
Cash | 1 | 1 | ||||||||||||
Restricted cash | 53,205 | 27,015 | ||||||||||||
Accounts receivable | 19,094 | 10,586 | ||||||||||||
Prepaid expenses and other assets | 5,334 | 1,895 | ||||||||||||
Deferred tax assets | 885 | |||||||||||||
Total Assets | $ | 1,378,587 | $ | 641,703 | ||||||||||
Liabilities and Member's Deficit | ||||||||||||||
Liabilities: | ||||||||||||||
Accrued expenses | $ | 8,145 | $ | 978 | ||||||||||
Lease-backed notes | 1,227,325 | 570,224 | ||||||||||||
Deferred tax liabilities | 468,025 | 240,882 | ||||||||||||
Total Liabilities | 1,703,495 | 812,084 | ||||||||||||
Commitments and contingencies | ||||||||||||||
Member's deficit: | ||||||||||||||
Contributed capital | (361,620 | ) | (182,502 | ) | ||||||||||
Retained earnings | 38,039 | 12,121 | ||||||||||||
Accumulated other comprehensive loss | (1,327 | ) | ||||||||||||
Total Member's Deficit | (324,908 | ) | (170,381 | ) | ||||||||||
Total Liabilities and Member's Deficit | $ | 1,378,587 | $ | 641,703 | ||||||||||
See notes to condensed financial statements.
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Three Months Ended June 30, |
Nine Months Ended June 30, |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | 2003 | 2002 | |||||||
Revenues | ||||||||||
Lease finance income | $ | 32,513 | $ | 11,862 | $ | 64,685 | $ | 11,862 | ||
Interest income on restricted cash | 43 | 32 | 148 | 32 | ||||||
32,556 | 11,894 | 64,833 | 11,894 | |||||||
Expenses | ||||||||||
Interest | 9,292 | 2,259 | 20,590 | 2,259 | ||||||
General and administrative | 1,761 | 239 | 3,746 | 239 | ||||||
11,053 | 2,498 | 24,336 | 2,498 | |||||||
Income before taxes on income | 21,503 | 9,396 | 40,497 | 9,396 | ||||||
Taxes on income | 6,981 | 3,758 | 14,579 | 3,758 | ||||||
Net income | $ | 14,522 | $ | 5,638 | $ | 25,918 | $ | 5,638 | ||
See notes to condensed financial statements.
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Nine Months Ended June 30, |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2003 | 2002 | |||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net income | $ | 25,918 | $ | 5,638 | ||||||||||
Additions (deductions) to reconcile net income to net cash | ||||||||||||||
provided by operating activities: | ||||||||||||||
Amortization | 969 | 68 | ||||||||||||
Provision for income taxes | 14,579 | 3,758 | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Increase in accounts receivable | (8,508 | ) | (10,806 | ) | ||||||||||
Increase in prepaid expenses and other assets | (4,408 | ) | (2,063 | ) | ||||||||||
Increase in accrued expenses | 4,955 | 913 | ||||||||||||
Net cash provided by (used in) operating activities | 33,505 | (2,492 | ) | |||||||||||
Cash Flows from Investing Activities | ||||||||||||||
Investments in leases: | ||||||||||||||
Collections, net of financing income | 180,939 | 26,871 | ||||||||||||
Net cash provided by investing activities | 180,939 | 26,871 | ||||||||||||
Cash Flows from Financing Activities | ||||||||||||||
Proceeds from issuance of lease-backed notes | 852,085 | 634,800 | ||||||||||||
Payments on lease-backed notes | (194,984 | ) | (16,746 | ) | ||||||||||
Deposits to restricted cash | (26,190 | ) | (30,042 | ) | ||||||||||
Capital contribution from IOS Capital, LLC ("IOSC") | (845,355 | ) | (612,391 | ) | ||||||||||
Net cash used in financing activities | (214,444 | ) | (24,379 | ) | ||||||||||
Net increase in cash | - | - | ||||||||||||
Cash at beginning of year | 1 | 1 | ||||||||||||
Cash at end of period | $ | 1 | $ | 1 | ||||||||||
Supplemental financing activities: | ||||||||||||||
Non-cash capital contributions | $ | 666,237 | $ | 689,523 | ||||||||||
Interest paid | $ | 20,590 | $ | - |
See notes to condensed financial statements.
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Note 1: Basis of Presentation
The accompanying unaudited condensed financial statements of IKON Receivables Funding, LLC (the Company) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in the Companys Annual Report on Form 10-K for the year ended September 30, 2002. Certain prior year amounts have been reclassified to conform with the current year presentation.
Note 2: Capital Contributions
In fiscal 2003, IOSC made non-cash capital contributions to the Company of $666,237 of office equipment leases or contracts and related assets, net of deferred taxes, and the reversal of current income tax liability.
Note 3: Lease-Backed Notes
On April 23, 2003, the Company issued Series 2003-1 Lease-Backed Notes (the 2003-1 Notes) as described below:
Series | Notes | Issuance Date | Principle Issuance Amount | Interest Rate | Stated Maturity Date |
---|---|---|---|---|---|
2003-1 | Class A-1 | 04/23/03 | $253,200 | 1.30813% | May 2004 |
Class A-2 | 04/23/03 | 26,700 | 1.68% | November 2005 | |
Class A-3a | 04/23/03 | 206,400 | LIBOR + 0.24% | December 2007 | |
Class A-3b | 04/23/03 | 206,400 | 2.33% | December 2007 | |
Class A-4 | 04/23/03 | 159,385 | 3.27% | July 2011 | |
Total | $852,085 | ||||
The 2003-1 Notes are collateralized
by a pool of office equipment leases or contracts and related assets and the payments on
the 2003-1 Notes are made from payments received on the equipment leases. The Company
repaid $194,984 of lease-backed notes during the nine months ended June 30, 2003.
In April 2003, the Company entered into a swap transaction to hedge the variable rate 2003-1 Class A-3a
lease-backed note to a fixed rate of 2.095%. This hedge qualifies for evaluation using the
"short cut" method of assessing effectiveness; accordingly, there is an assumption of
no ineffectiveness.
Note 4: Comprehensive Income
Total comprehensive income is as follows:
Three Months Ended June 30, |
Nine Months Ended June 30, |
||||||
---|---|---|---|---|---|---|---|
2003 | 2002 | 2003 | 2002 | ||||
Net income | $ 14,522 | $ 5,638 | $ 25,918 | $ 5,638 | |||
Loss on derivative financial instruments, net | |||||||
of tax benefit of: $885 and $0 for the three | |||||||
months ended June 30, 2003 and 2002, respectively; | |||||||
$885 and $0 for the nine months ended June | |||||||
30, 2003 and 2002, respectively | (1,327) | (1,327) | |||||
Total comprehensive income | $ 13,195 | $ 5,638 | $ 24,591 | $ 5,638 | |||
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Note 5: Financial Instruments
As of June 30, 2003, all of the Companys derivatives designated as hedges are interest rate swaps which qualify for evaluation using the short cut method for assessing effectiveness. As such, there is an assumption of no ineffectiveness. The Company uses interest rate swaps to fix the interest rates on its variable rate classes of lease-backed notes, which results in a lower cost of capital than if we had issued fixed rate notes. During the nine months ended June 30, 2003, unrealized losses totaling $1,327 after taxes, were recorded in accumulated other comprehensive loss.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Pursuant to General Instruction
H(2)(a) of Form 10-Q, the following analysis of the results of operations is presented in
lieu of Managements Discussion and Analysis of Financial Condition and Results of
Operations.
The Company was formed on October 10, 2001 and initiated its first debt issuance
on May 22, 2002. Therefore, operating results and financial condition may not be comparable for each period.
Lease finance income earned on the leases offsets interest expense on the lease-backed notes, amortization of debt issuance costs and the fees charged by IOSC for servicing the leases and providing administrative services to the Company. For the three months ended June 30, 2003 and 2002, income generated from the leases was $32,513 and $11,862, interest income on restricted cash was $43 and $32, while interest expense during the period was $9,292 and $2,259 and administrative expenses were $1,761 and $239, respectively. Collections on the lease receivables, net of financing income, were $93,381 and $26,871 and the Company repaid $97,799 and $16,746 of principal on the lease-backed notes for the three months ended June 30, 2003 and 2002, respectively. Taxes on income for the three months ended June 30, 2003 and 2002 were $6,981 and $3,758, respectively. The Companys effective income tax rate was decreased from 40% to 36% during the quarter ended June 30, 2003. The changes described above are directly related to the collections on finance lease receivables, the paydown of the debt, and the issuance of new notes from June 30, 2002 to June 30, 2003.
Lease finance income earned on the leases offsets interest expense on the lease-backed notes, amortization of debt issuance costs and the fees charged by IOSC for servicing the leases and providing administrative services to the Company. For the nine months ended June 30, 2003 and 2002, income generated from the leases was $64,685 and $11,862, interest income on restricted cash was $148 and $32, while interest expense during the period was $20,590 and $2,259 and administrative expenses were $3,746 and $239, respectively. Collections on the lease receivables, net of financing income, were $180,939 and $26,871 and the Company repaid $194,984 and $16,746 of principal on the lease-backed notes for the nine months ended June 30, 2003 and 2002, respectively. Taxes on income for the nine months ended June 30, 2003 and 2002 were $14,579 and $3,758, respectively. The Companys effective income tax rate was 36% for the nine months ended June 30, 2003 and 40% for the nine months ended June 30, 2002. The changes described above are directly related to the collections on finance lease receivables and the paydown of the debt, and the issuance of new notes from June 30, 2002 to June 30, 2003.
The following summarizes the Companys significant contractual obligations and commitments as of June 30, 2003:
Payments due by | |||||
---|---|---|---|---|---|
Contractual Obligations | Total | June 30, 2004 |
June 30, 2006 |
June 30, 2008 |
|
Leased-back notes | $ 1,227,325 | $ 442,306 | $ 661,958 | $ 123,061 |
Payments on lease-backed notes generally are made from collections of our finance lease receivables. At June 30, 2003, lease-backed notes were $1,227,325 and net finance lease receivables were $1,300,068.
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On April 23, 2003, the Company issued Series 2003-1 Lease-Backed Notes as described below:
Series | Notes | Issuance Date | Principle Issuance Amount | Interest Rate | Stated Maturity Date |
---|---|---|---|---|---|
2003-1 | Class A-1 | 04/23/03 | $253,200 | 1.30813% | May 2004 |
Class A-2 | 04/23/03 | 26,700 | 1.68% | November 2005 | |
Class A-3a | 04/23/03 | 206,400 | LIBOR + 0.24% | December 2007 | |
Class A-3b | 04/23/03 | 206,400 | 2.33% | December 2007 | |
Class A-4 | 04/23/03 | 159,385 | 3.27% | July 2011 | |
Total | $852,085 | ||||
In April 2003, the Company entered into a swap transaction to hedge the variable rate 2003-1 Class A-3a lease-backed note to a fixed rate of 2.095%. This hedge qualifies for evaluation using the short cut method of assessing effectiveness; accordingly, there is an assumption of no ineffectiveness.
Evaluation of Disclosure Controls and Procedures. The Companys Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, they have concluded that, as of the evaluation date, the Companys disclosure controls and procedures are reasonably designed to alert them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in its reports filed or submitted under the Exchange Act.
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PART II. OTHER INFORMATION
Item 6. | Exhibits and Reports on Form 8-K |
a) | Exhibits | ||
31.1 | Certification of Principal Executive Officer of IKON Receivables Funding, LLC pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 |
||
31.2 | Certification of Principal Financial Officer of IKON Receivables Funding, LLC pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 |
||
32 | Certifications of Principal Executive Officer and Principal Financial
Officer of IKON Receivables Funding, LLC pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 |
||
b) | Reports on Form 8-K | ||
None |
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. This report has also been signed by the undersigned in his capacity as the chief accounting officer of the Registrant.
IKON Receivables Funding, LLC Date: August 14, 2003 By: IKON Receivables Funding, Inc., As Manager By: /s/ Harry G. Kozee Name: Harry G. Kozee Title: Vice President - Finance (Principal Financial Officer) |
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