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 December 31, 2002 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
IKON Receivables Funding, LLC
(Exact name of registrant as specified in its charter)
DELAWARE |
52-2652209 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
1738 Bass Road, P.O. Box 9115, Macon, Georgia |
31208 | |
(Address of principal executive offices) |
(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 February 13, 2003 was $506,742,966.
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 disclosure format contemplated thereby.
IKON Receivables Funding, LLC
INDEX*
PART I. |
FINANCIAL INFORMATION | |||
Item 1. |
Condensed Financial Statements | |||
Balance Sheets December 31, 2002 (unaudited) and September 30, 2002 | ||||
Statement of Income Three months ended December 31, 2002 (unaudited) | ||||
Statement of Cash Flows Three months ended December 31, 2002 (unaudited) | ||||
Notes to Condensed Financial Statements (unaudited) | ||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | |||
PART II. |
OTHER INFORMATION | |||
Item 6. |
Exhibits and Reports on Form 8-K |
SIGNATURES
*All amounts contained in this quarterly report on Form 10-Q are in thousands unless otherwise noted.
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FORWARD-LOOKING INFORMATION
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 the 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 the Companys business segments and the anticipated benefits of operational synergies related thereto; and the Companys 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.
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
IKON Receivables Funding, LLC
Balance Sheets
December 31, 2002 (unaudited) |
September 30, 2002 |
|||||||
Assets |
||||||||
Investments in leases: |
||||||||
Finance lease receivables |
$ |
680,275 |
|
$ |
741,005 |
| ||
Less: Unearned income |
|
(120,935 |
) |
|
(138,799 |
) | ||
|
559,340 |
|
|
602,206 |
| |||
Cash |
|
1 |
|
|
1 |
| ||
Restricted cash |
|
28,422 |
|
|
27,015 |
| ||
Accounts receivable |
|
10,553 |
|
|
10,586 |
| ||
Prepaid expenses and other assets |
|
1,690 |
|
|
1,895 |
| ||
Total Assets |
$ |
600,006 |
|
$ |
641,703 |
| ||
Liabilities and Members Deficit |
||||||||
Liabilities: |
||||||||
Accrued expenses |
$ |
901 |
|
$ |
978 |
| ||
Lease-backed notes |
|
522,506 |
|
|
570,224 |
| ||
Deferred income taxes |
|
223,736 |
|
|
240,882 |
| ||
Total Liabilities |
|
747,143 |
|
|
812,084 |
| ||
Commitments and contingencies |
||||||||
Members deficit: |
||||||||
Contributed capital |
|
(165,215 |
) |
|
(182,502 |
) | ||
Retained earnings |
|
18,078 |
|
|
12,121 |
| ||
Total Members Deficit |
|
(147,137 |
) |
|
(170,381 |
) | ||
Total Liabilities and Members Deficit |
$ |
600,006 |
|
$ |
641,703 |
| ||
See notes to condensed financial statements.
4
IKON Receivables Funding, LLC
Statement of Income
(unaudited)
Three Months Ended December 31, 2002 | |||
Revenues |
|||
Lease finance income |
$ |
16,704 | |
Interest income on restricted cash |
|
63 | |
|
16,767 | ||
Expenses |
|||
Interest |
|
5,801 | |
General and administrative |
|
1,037 | |
|
6,838 | ||
Income before taxes on income |
|
9,929 | |
Taxes on income |
|
3,972 | |
Net income |
$ |
5,957 | |
See notes to condensed financial statements.
5
IKON Receivables Funding, LLC
Statement of Cash Flows
(unaudited)
Thee Months Ended December 31, 2002 |
||||
Cash Flows from Operating Activities |
||||
Net income |
$ |
5,957 |
| |
Additions (deductions) to reconcile net income to net cash provided by operating activities: |
||||
Amortization |
|
251 |
| |
Provision for income taxes |
|
3,972 |
| |
Changes in operating assets and liabilities: |
||||
Decrease in accounts receivable |
|
33 |
| |
Increase in prepaid expenses and other assets |
|
(46 |
) | |
Decrease in accrued expenses |
|
(77 |
) | |
Net cash provided by operating activities |
|
10,090 |
| |
Cash Flows from Investing Activities |
||||
Investments in leases: |
||||
Collections, net of financing income |
|
44,791 |
| |
Net cash provided by investing activities |
|
44,791 |
| |
Cash Flows from Financing Activities |
||||
Payments on lease-backed notes |
|
(47,718 |
) | |
Deposits to restricted cash |
|
(1,407 |
) | |
Capital distributed to IOS Capital, LLC (IOSC) |
|
(5,756 |
) | |
Net cash used in financing activities |
|
(54,881 |
) | |
Net increase in cash |
|
|
| |
Cash at beginning of year |
|
1 |
| |
Cash at end of period |
$ |
1 |
| |
Supplemental financing activities: |
||||
Noncash capital contributions |
$ |
23,043 |
| |
Interest paid |
$ |
5,878 |
|
See notes to condensed financial statements.
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IKON Receivables Funding, LLC
Notes to Condensed Financial Statements
(unaudited)
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 thereto included in the Companys Annual Report on Form 10-K for the year ended September 30, 2002.
Note 2: Capital Contributions
In fiscal 2003, IOSC made non-cash capital contributions to the Company of $23,043 of office equipment leases or contracts and related assets and the reversal of income tax liability.
Note 3: Lease-Backed Notes
The Company repaid $47,718 of lease-backed notes for the three months ended December 31, 2002.
Item 2. Managements 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.
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 December 31, 2002, income generated from the leases was $16,704, interest income on restricted cash was $63, while interest expense during this period was $5,801 and administrative expenses were $1,037. Collections on the lease receivables, net of financing income were $44,791 and the Company repaid $47,718 of principal on the lease-backed notes during the three months ended December 31, 2002. Taxes on income for the three months ended December 31, 2002 were $3,972. The effective income tax rate was 40%.
Contractual Obligations
The following summarizes the Companys significant contractual obligations and commitments as of December 31, 2002:
Payments due | |||||||||
December 31, |
December 31, | ||||||||
Contractual Obligations |
Total |
2003 |
2005 | ||||||
Lease-backed notes |
$ |
522,506 |
$ |
186,913 |
$ |
335,593 |
Payments on lease-backed notes generally are made from collections of our finance lease receivables. At December 31, 2002, lease-backed notes were $522,506 and net finance lease receivables were $559,340.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 99.1 | Certification Pursuant to 18 U.S.C. Section 1850, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
b) Reports on Form 8-K
None
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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: February 14, 2003
By: /s/ Harry G. Kozee
Name: Harry G. Kozee
Title: Vice PresidentFinance (Principal Financial Officer)
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