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 March 31, 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 333-74817
MAIN PLACE FUNDING, LLC
(Exact name of registrant as specified in its charter)
| Delaware |
57-0236115 | |
| (State or other jurisdiction of |
(I.R.S. Employer | |
| incorporation or organization) |
Identification Number) |
100 North Tryon Street, Charlotte, NC 28255
(Address of principal executive offices) (Zip Code)
(704) 388-8232
(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 ¨
On May 13, 2003, there were no shares of common stock outstanding. As of May 13, 2003, Bank of America, N.A. holds 100 percent membership interest in Main Place.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
March 31, 2003 Form 10-Q
Index
| Page | ||||
| Part I. |
Financial Information |
|||
| Item 1. |
Financial Statements |
|||
| Statement of Income for the Three Months Ended March 31, 2003 and 2002 |
3 | |||
| 4 | ||||
| Statement of Cash Flows for the Three Months Ended March 31, 2003 and 2002 |
5 | |||
| Statement of Changes in Members’ Equity for the Three Months Ended March 31, 2003 and 2002 |
6 | |||
| 7 | ||||
| Item 2. |
Management’s Discussion and Analysis of Results of Operations and Financial Condition |
10 | ||
| Item 4. |
10 | |||
| Part II. |
Other Information |
|||
| Item 1. |
Legal Proceedings (nothing to report) |
|||
| Item 5. |
Other Events (nothing to report) |
|||
| Item 6. |
11 | |||
| 12 | ||||
| 15 | ||||
| Exhibit 12 |
Ratio of Earnings to Fixed Charges | |
| Exhibit 99.1 |
Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 99.2 |
Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Main Place Funding, LLC
(Dollars in Thousands)
| Three Months Ended March 31 | ||||||
| 2003 |
2002 | |||||
| Income |
||||||
| Interest and fees on loans |
$ |
— |
$ |
78,837 | ||
| Interest on securities |
|
— |
|
9,529 | ||
| Interest on time deposits placed |
|
33,964 |
|
49,771 | ||
| Gains on sales of available-for-sale securities |
|
— |
|
10,358 | ||
| Trading account profits and fees |
|
63 |
|
— | ||
| Total income |
|
34,027 |
|
148,495 | ||
| Expenses |
||||||
| Interest on securities sold under agreements to repurchase |
|
— |
|
1,747 | ||
| Interest on long-term debt |
|
— |
|
8,287 | ||
| Provision for credit losses |
|
— |
|
97 | ||
| Other operating expenses |
|
98 |
|
4,424 | ||
| Total expenses |
|
98 |
|
14,555 | ||
| Income before income taxes |
|
33,929 |
|
133,940 | ||
| Income tax expense |
|
12,244 |
|
48,218 | ||
| Net income |
$ |
21,685 |
$ |
85,722 | ||
See accompanying notes to financial statements.
3
Main Place Funding, LLC
(Dollars in Thousands)
| As of March 31 2003 |
As of December 31 2002 | |||||
| Assets |
||||||
| Cash and cash equivalents |
$ |
7,010,484 |
$ |
15,361,616 | ||
| Derivative trading account receivable |
|
36,157 |
|
37,383 | ||
| Interest receivable |
|
234 |
|
4,435 | ||
| Other assets |
|
— |
|
48 | ||
| Total assets |
$ |
7,046,875 |
$ |
15,403,482 | ||
| Liabilities |
||||||
| Due to affiliates |
$ |
167,611 |
$ |
1,055,943 | ||
| Derivative trading account payable to affiliate |
|
27,239 |
|
28,168 | ||
| Other liabilities |
|
80 |
|
— | ||
| Total liabilities |
|
194,930 |
|
1,084,111 | ||
| Members’ Equity |
||||||
| Contributed equity |
|
4,770,337 |
|
12,259,448 | ||
| Undistributed income |
|
2,081,608 |
|
2,059,923 | ||
| Total members’ equity |
|
6,851,945 |
|
14,319,371 | ||
| Total liabilities and members’ equity |
$ |
7,046,875 |
$ |
15,403,482 | ||
See accompanying notes to financial statements.
4
Main Place Funding, LLC
(Dollars in Thousands)
| Three Months Ended March 31 |
||||||||
| 2003 |
2002 |
|||||||
| Operating Activities |
||||||||
| Net income |
$ |
21,685 |
|
$ |
85,722 |
| ||
| Reconciliation of net income to net cash (used in) provided by operating activities: |
||||||||
| Gain on sale of securities |
|
— |
|
|
(10,358 |
) | ||
| Provision for credit losses |
|
— |
|
|
97 |
| ||
| Amortization/Accretion of securities-available-for-sale |
|
— |
|
|
(420 |
) | ||
| Deferred income tax benefit |
|
— |
|
|
(117 |
) | ||
| Net decrease in derivative trading account receivable |
|
1,226 |
|
|
— |
| ||
| Net decrease in interest receivable |
|
4,201 |
|
|
10,776 |
| ||
| Net increase in accounts receivable from affiliates |
|
— |
|
|
(337 |
) | ||
| Net (decrease) increase in due to affiliates |
|
(888,332 |
) |
|
34,573 |
| ||
| Net decrease in derivative trading account payable to affiliate |
|
(929 |
) |
|
— |
| ||
| Other operating activities, net |
|
128 |
|
|
135,952 |
| ||
| Net cash (used in) provided by operating activities |
|
(862,021 |
) |
|
255,888 |
| ||
| Investing Activities |
||||||||
| Proceeds from maturities of securities held-to-maturity |
|
— |
|
|
1,212 |
| ||
| Proceeds from sales and maturities of securities available-for-sale |
|
— |
|
|
626,264 |
| ||
| Collections of loans outstanding |
|
— |
|
|
722,254 |
| ||
| Proceeds from sales of loans to affiliates |
|
— |
|
|
255,786 |
| ||
| Net cash provided by investing activities |
|
— |
|
|
1,605,516 |
| ||
| Financing Activities |
||||||||
| Net decrease in securities sold under agreements to repurchase |
|
— |
|
|
(612,224 |
) | ||
| Distribution of capital to Parent |
|
(7,489,111 |
) |
|
— |
| ||
| Net cash used in financing activities |
|
(7,489,111 |
) |
|
(612,224 |
) | ||
| Net (decrease) increase in cash and cash equivalents |
|
(8,351,132 |
) |
|
1,249,180 |
| ||
| Cash and cash equivalents at beginning of period |
|
15,361,616 |
|
|
11,591,254 |
| ||
| Cash and cash equivalents at end of period |
$ |
7,010,484 |
|
$ |
12,840,434 |
| ||
See accompanying notes to financial statements.
5
Main Place Funding, LLC
Statement of Changes in Members’ Equity
(Dollars in Thousands)
| Contributed Equity |
Undistributed Income |
Accumulated Other Comprehensive Income (Loss) (1) |
Total Members’ Equity |
Comprehensive Income (Loss) |
|||||||||||||||
| Balance on December 31, 2001 |
$ |
13,395,436 |
|
$ |
1,801,675 |
$ |
17,527 |
|
$ |
15,214,638 |
|
||||||||
| Net income |
|
— |
|
|
85,722 |
|
— |
|
|
85,722 |
|
$ |
85,722 |
| |||||
| Other comprehensive income |
|
— |
|
|
— |
|
(11,822 |
) |
|
(11,822 |
) |
|
(11,822 |
) | |||||
| Comprehensive income |
|
— |
|
|
— |
|
— |
|
|
— |
|
$ |
73,900 |
| |||||
| Balance on March 31, 2002 |
$ |
13,395,436 |
|
$ |
1,887,397 |
$ |
5,705 |
|
$ |
15,288,538 |
|
||||||||
| Balance on December 31, 2002 |
$ |
12,259,448 |
|
$ |
2,059,923 |
$ |
— |
|
$ |
14,319,371 |
|
||||||||
| Net income |
|
||||||||||||||||||