================================================================================
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 June 30, 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 333-79903
COPELCO CAPITAL RECEIVABLES LLC
------------------------------------------------------
(exact name of Registrant as specified in its charter)
DELAWARE
----------------------------------------
(state of incorporation or organization)
EAST GATE CENTER
700 EAST GATE DRIVE
MOUNT LAUREL, NEW JERSEY 08054-5400
(856) 231-9600
--------------------------------------------------------------
(Address and Telephone Number of Principal Executive Officers)
IRS Employer Identification No: PENDING
-------
Indicate by check mark whether the Registrants (1) have 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) have been subject to such
filing requirements for the past 90 days.
Yes X No
---- -----
================================================================================
<PAGE>
* Applicable only to Corporate Issuers:
Indicate the number of shares outstanding of each Issuer's classes of common
stock, as of the latest practicable date. (Not Applicable)
The Registrant, a direct wholly owned subsidiary of Copelco Capital, Inc.
("Copelco") and an indirect wholly owned subsidiary of Citigroup Inc., 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.
<PAGE>
INDEX
COPELCO CAPITAL RECEIVABLES LLC
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
Balance Sheet--June 30, 2000
Statement of Operations and Retained Earnings--For the period
ending June 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 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
3
<PAGE>
FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
COPELCO CAPITAL RECEIVABLES LLC
UNAUDITED BALANCE SHEET AS OF
JUNE 30, 2000
06/30/00
----------------
ASSETS:
CASH $ 27,793,999
CASH - RESTRICTED 22,199,744
DIRECT FINANCING LEASES:
LEASE PAYMENTS RECEIVABLE 1,057,633,755
ESTIMATED RESIDUAL VALUES 103,411,104
LESS: UNEARNED INCOME (147,628,478)
---------------
NET INVESTMENT IN DIRECT FINANCING LEASES 1,013,416,381
TOTAL ASSETS 1,063,410,124
---------------
LIABILITIES:
NOTES PAYABLE $ 889,088,594
LEASE SECURITY DEPOSITS 3,985,795
PAYABLE TO AFFILIATE 66,332,526
---------------
TOTAL LIABILITIES 959,396,915
---------------
SHAREHOLDER'S EQUITY:
COMMON STOCK 0
ADDITIONAL PAID IN CAPITAL 103,411,104
RETAINED EARNINGS 602,105
TOTAL SHAREHOLDER'S EQUITY 104,013,209
---------------
TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $ 1,063,410,124
===============
4
<PAGE>
COPELCO CAPITAL RECEIVABLES LLC
UNAUDITED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE PERIOD ENDING JUNE 30, 2000
06/30/00
-----------
REVENUES:
DIRECT FINANCING LEASES $12,244,308
OTHER 602,105
-----------
TOTAL REVENUE 12,846,413
EXPENSES:
INTEREST 11,094,536
SELLING, GENERAL & ADMIN 1,149,772
-----------
TOTAL EXPENSES 12,244,308
INCOME BEFORE INCOME TAXES 602,105
INCOME TAXES --
-----------
NET INCOME $ 602,105
-----------
RETAINED EARNINGS:
BEGINNING OF PERIOD $ 0
END OF PERIOD $ 602,105
===========
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition And Results
of Operations
Not Applicable.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Pursuant to General Instruction H(2)(C) of Form 10-Q, the information
required by this item has been omitted.
PART II -- OTHER INFORMATION
Item 5. Other Information
On May 22, 2000, Citigroup Inc. announced that it had completed its
previously announced acquisition of all outstanding shares of Copelco
Capital, Inc. from Itochu International, Inc.
Item 6. Exhibits and Reports on Form 8-K
(A) The following exhibits are furnished pursuant to Item 601 of
Regulation S-K:
Exhibit No. 27 Financial Data Schedule
(B) Reports on Form 8-K
On April 19, 2000 the Registrant filed a report on Form 8-K to
file under Item 5 of the form, information regarding the
announced acquisition of all outstanding shares of Copelco
Capital, Inc. by Citigroup Inc.
On April 27, 2000, the Registrant filed a current report on Form
8-K to file, under Item 2 of the form, information regarding the
registration of up to $1,200,000,000 in principal amount of
lease-backed notes, by a Registration Statement on Form S-3 and
the issuance of $883,148,838 in aggregate principal amount of
Series 2000-A Lease-Backed Notes
6
<PAGE>
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.
COPELCO CAPITAL RECEIVABLES LLC
BY: COPELCO MANAGER, INC.
---------------------------------
As Manager
Date: August 14, 2000
/s/ NICHOLAS ANTONACCIO
------------------------------------
Nicholas Antonaccio
Vice President-Finance & Treasurer
