SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
---------
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the period September 1, 1995 (date of formation) through March 31, 1996
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________________ to _________________________
Commission file number 33-96072
NISSAN AUTO RECEIVABLES 1995-A GRANTOR TRUST
(Exact name of registrant as specified in its charter)
NEW YORK (governing law
of pooling and servicing agreement) NOT APPLICABLE
----------------------------------- -----------------------------
(State or other Jurisdiction of (I.R.S. employer identification no.)
Incorporation or Organization)
c/o Nissan Motor Acceptance Corporation, Servicer
990 West 190th Street, Torrance, California 90502
(Address of principal executive offices)
(310) 719-8013
(Phone number)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K _________ (Not Applicable)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(c) of the Securities Exchange Act 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 ------------ ------------
Aggregate market value of voting stock held by non affiliates of the
registrant. $ 0 ----
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K, is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
- --------------------------------------------------------------------------------
This Annual Report on Form 10-K is being filed by Nissan Motor Acceptance
Corporation ("NMAC"), as Servicer, on behalf of Nissan Auto Receivables 1995-A
Grantor Trust (the "Trust"), established pursuant to a Pooling and Servicing
Agreement, dated as of September 1, 1995, among Nissan Auto Receivables
Corporation, as Seller (the "Seller"), NMAC, as servicer and in its individual
capacity, and The Fuji Bank and Trust Company, as trustee (the "Trustee"),
pursuant to which the 6.10% Asset Backed Certificates, Class A (the "Class A
Certificates") registered under the Securities Act of 1933 were issued by the
Trust. Certain information that may otherwise have been required to be included
herein pursuant to Form 10-K has been omitted herefrom, or in certain cases
certain information has been included herein in lieu of such otherwise required
information, in accordance with the letter, dated June 28, 1996 (the "No-Action
Letter"), of the staff of the Office of Chief Counsel of the Division of
Corporation Finance of the Securities and Exchange Commission issued with
respect to series of pass-through securities issued by trusts formed by the
Seller or an affiliate thereof, as originator, including the Certificates.
PART I
------
Item 2. PROPERTIES.
The following table sets forth the aggregate information of the Trust for
the period from September 1, 1995 through March 31, 1996:
<TABLE>
<S> <C>
Distributions Allocable to Principal ... $ 144,744,000.00
Distributions Allocable to Income ...... $ 20,846,000.00
Amounts Received from the Yield Supplement
Account Distributed as Income ........ $ 45,000.00
Servicing Fees Paid to Servicer (NMAC).. $ 3,917,000.00
Class A Percentage of Servicing Fees ... 88%
Class B Percentage of Servicing Fees ... $ 12%
Additional Servicing Compensation
Paid to Servicer (NMAC) .............. $ 0.00
Net Losses ............................. $ 12,518,000.00
Net Liquidation Proceeds Received ...... $ 10,246,000.00
</TABLE>
Average Rate and Percentages for the period from September 1, 1995 through March
31, 1996
Average Net Loss Ratio (inluding reposessions) ........... 3.28%
<TABLE>
Number of Dollar
Delinquency Ratios Contracts Amount
------------------ -------- ------
<S> <C> <C>
31-60 Days Delinquent .................. 2.36% 2.29%
61-90 Days Delinquent .................. 0.23% 0.23%
91 Days or More Delinquent ............. 0.04% 0.04%
</TABLE>
<PAGE>
Item 3. LEGAL PROCEEDINGS.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY - HOLDERS.
Not applicable.
PART II
-------
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
All Class A Certificates issued by the Trust are registered in the
name of Cede & Co. Within the meaning of the No-Action Letter, the
number of "holders of record" of the Class A Certificates as of March
31, 1996, was 25.
There is no established public trading market for the Class A
Certificates.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The audited financial statements of the Trust and the related notes
are included herein on pages F-1 to F-9.
Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
<PAGE>
PART IV
-------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of documents filed as part of the Annual Report:
<TABLE>
Page
1. Index to Financial Statements: Number
------
<S> <C>
Cover Page .................................................... F-1
Independent Auditors' Report .................................. F-2
Balance Sheet as of March 31, 1996 ............................ F-3
Statement of Income for the period September 1, 1995
(date of formation) through March 31, 1996..................... F-4
Statement of Changes in Net Assets Held in Trust
for the period September 1, 1995 (date of formation)
through March 31, 1996......................................... F-5
Statement of Cash Flows for the period September 1, 1995
(date of formation) through March 31, 1996..................... F-6
Notes to Financial Statements.................................. F-7
</TABLE>
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Officer's Certificate dated as of March 31, 1996
The Registrant has also included herein the annualized financial
information set forth in Item 2.
(b) Reports on Form 8-K:
The Trust filed Current Reports on Form 8-K regarding monthly
distributions of principal and interest to certificateholders on
January 16, 1996 for the month ended December 31, 1995, on February
15, 1996 for the month ended January 31, 1996, and on March 15, 1996
for the month ended February 29, 1996. Included in each such Form 8-K
report as Exhibit 99.1 is the monthly servicing report for each
respective month end as provided by the Servicer to the Trustee. The
Trust filed on April 22, 1996 Current Reports on Form 8-A/K amending
the Current Reports on Form 8-K regarding monthly distributions of
principal and interest to certificateholders for the months ended
December 31, 1995, January 31, 1996 and February 29, 1996,
respectively.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 of 15(d) 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.
Date: July 12, 1996
Nissan Auto Receivables 1995-A
Grantor Trust (Registrant)
By: Nissan Motor Acceptance Corporation,
as Servicer
By: /s/ Katsumi Ishii
Name: Katsumi Ishii
Title: Vice President, Finance
and Treasurer
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
99.1 Officer's Certificate .......................... 7
dated as of March 31, 1996
</TABLE>
<PAGE>
NISSAN MOTOR ACCEPTANCE CORPORATION
OFFICER'S CERTIFICATE
The undersigned, Katsumi Ishii, Vice President, Finance and Treasurer
of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the
"Company"), does hereby certify, in his capacity as such corporate officer,
as follows:
(1) The undersigned has caused a review of the activities of the
Company, in its capacity as Servicer, pursuant to that certain Pooling and
Servicing Agreement dated as of September 1, 1995 (the "Agreement") by and
among the Company, Nissan Auto Receivables Corporation, as Seller, and The
Fuji Bank and Trust Company, as Trustee, to be conducted under his
supervision; and
(2) To the best of the undersigned's knowledge, based upon such
review, the Company has fulfilled all of its obligations under the
Agreement for the period September 1, 1995 (date of formation) through
March 31, 1996.
This Officer's Certificate is being furnished to The Fuji Bank and
Trust Company, as Trustee, Standard & Poor's Rating Group and Moody's
Investors Service, Inc., as required by Section 4.10 of the Agreement.
IN WITNESS WHEREOF, I have set my hand effective as of the 31st day of
March, 1996.
By: /s/ Katsumi Ishii
Name: Katsumi Ishii
Title: Vice President, Finance
and Treasurer
<PAGE>
NISSAN AUTO RECEIVABLES
1995-A GRANTOR TRUST
Financial Statements as of
March 31, 1996 and
for the Period September 1, 1995
(date of formation) through March 31, 1996
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Nissan Auto Receivables 1995-A Grantor Trust:
We have audited the accompanying balance sheet of Nissan Auto Receivables 1995-A
Grantor Trust (the "Trust") as of March 31, 1996 and the related statements of
income, changes in net assets held in trust and cash flows for the period
September 1, 1995 (date of formation) through March 31, 1996. These financial
statements are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Nissan Auto Receivables 1995-A Grantor Trust
as of March 31, 1996 and the results of its operations and its cash flows for
the period September 1, 1995 (date of formation) through March 31, 1996 in
conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
May 24, 1996
Los Angeles, California
F-2
<PAGE>
NISSAN AUTO RECEIVABLES 1995-A GRANTOR TRUST
BALANCE SHEET
(Dollars in Thousands)
- --------------------------------------------------------------------------------
<TABLE>
March 31,
1996
----
<S> <C> <C>
ASSETS:
Cash and cash equivalents in collection account (Note 2)......... $ 28,676
Finance receivables (Notes 2, 3, 4, 6 and 8) .................... 573,167
Collections receivable from Servicer (Note 2) ................... 1,130
Receivable from yield supplement account (Note 5) ............... 3
--------
TOTAL ........................................................... $602,976
========
LIABILITIES-
Servicing fee payable (Note 2) .................................. $ 499
--------
NET ASSETS HELD IN TRUST:
Asset backed certificates, Class A (Notes 1, 3, 4 and 6) ..... 529,999
Asset backed certificates, Class B (Notes 1, 3, 4 and 6) ..... 72,478
--------
Total net assets held in trust ............................... 602,477
--------
TOTAL ........................................................... $602,976
========
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
NISSAN AUTO RECEIVABLES 1995-A GRANTOR TRUST
STATEMENT OF INCOME
(Dollars in Thousands)
- --------------------------------------------------------------------------------
<TABLE>
Period
September 1, 1995
(Date of
Formation)
through
March 31, 1996
--------------
<S> <C> <C>
INCOME:
Interest income on finance receivables (Note 4) .................. $43,454
Interest income from yield supplement account (Note 5) ........... 45
-------
Total income ................................................... $43,499
=======
EXPENSE:
Servicing fee (Notes 2, 3 and 4) ................................. 3,917
Excess collections (Notes 3 and 4) ............................... 15,690
-------
Total expense .................................................. 19,607
-------
NET INCOME ....................................................... $23,892
=======
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
NISSAN AUTO RECEIVABLES 1995-A GRANTOR TRUST
STATEMENT OF CHANGES IN NET ASSETS HELD IN TRUST
Period September 1, 1995 (Date of Formation) through March 31, 1996 (Dollars in
Thousands)
- --------------------------------------------------------------------------------
<TABLE>
Class A Class B Total
------- ------- -----
<S> <C> <C> <C> <C>
Issuance of asset backed certificates
(Note 1) .................................... $ 655,608 $ 89,401 $ 745,009
Net income .................................. 21,025 2,867 23,892
Income distributions
(Notes 3 and 4) ............................. (18,344) (2,502) (20,846)
Principal distributions
(Notes 3 and 4) ............................. (128,290) (16,454) (144,744)
Principal reduction not paid
due to cash shortfall (Notes 3 and 4) ..... (834) (834)
--------- -------- ---------
Ending Balance .............................. $ 529,999 $ 72,478 $ 602,477
========= ======== =========
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
NISSAN AUTO RECEIVABLES 1995-A GRANTOR TRUST
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
- --------------------------------------------------------------------------------
<TABLE>
Period
September 1, 1995
(Date of Formation)
through
March 31, 1996
--------------
<S> <C>
Cash flows from operating activities:
Net income ............................................... $ 23,892
Adjustments to reconcile net income to
net cash provided by operating activities:
Changes in operating assets and liabilities:
Increase in collections receivable from Servicer ....... (1,130)
Increase in receivable from yield supplement account ... (3)
Increase in servicing fee payable ...................... 499
---------
Net cash provided by operating activities .................. 23,258
---------
Net cash provided by investing activities -
Principal reduction in finance receivables ............... 171,008
---------
Cash flows from financing activities:
Trust principal distributions:
Class A certificateholders ............................... (128,290)
Class B certificateholder ................................ (16,454)
Trust income distributions:
Class A certificateholders ............................... (18,344)
Class B certificateholder ................................ (2,502)
---------
Net cash used in financing activities ...................... (165,590)
---------
Cash and cash equivalents at March 31, 1996 ................ $ 28,676
=========
Supplemental disclosure of cash flow information -
Non cash investing activities:
Purchase of finance receivables in
exchange for asset backed certificates ................... $ 745,009
=========
Principal reduction not paid due to cash shortfall ....... $ 834
=========
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
NISSAN AUTO RECEIVABLES 1995-A GRANTOR TRUST
NOTES TO FINANCIAL STATEMENTS
PERIOD SEPTEMBER 1, 1995 (DATE OF FORMATION) THROUGH MARCH 31, 1996
- --------------------------------------------------------------------------------
1. GENERAL INFORMATION
The Nissan Auto Receivables 1995-A Grantor Trust (the "Trust") was formed
by Nissan Auto Receivables Corporation (the "Seller") by selling and
assigning $745,009,000 of retail automotive vehicle finance receivables and
the related security interests in the vehicles financed thereby to The Fuji
Bank and Trust Company, as Trustee, in exchange for Class A certificates
representing an undivided ownership interest of 88% in the Trust and for
Class B certificates representing an undivided ownership interest of 12% in
the Trust. The Class A certificates were remarketed to the public and the
Class B certificates were retained by the Seller. The rights of the Class B
certificateholders to receive distributions are subordinated to the rights
of the Class A certificateholders.
The parent of the Seller, Nissan Motor Acceptance Corporation (the
"Company" or the "Servicer") services the receivables pursuant to a Pooling
and Servicing Agreement and other related agreements each dated as of
September 1, 1995 (the "Agreements") and is compensated for acting as the
Servicer. In order to facilitate its servicing functions and minimize
administrative burdens and expenses, the Company retains physical
possession of the documents relating to the receivables as custodian for
the Trustee. The Trust has no employees.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation - The financial statements have been prepared on an
accrual basis of accounting. The preparation of these financial statements
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and cash equivalents - The Company considers investments purchased
with a maturity of three months or less to be cash equivalents.
Cash and cash equivalents in the collection account as of March 31, 1996
amounted to $28,676,000 which represents payments received by the Servicer
during March 1996.
F-7
<PAGE>
Collections receivable - Collections receivable from the Servicer amounted
to $1,130,000 and is substantially comprised of collections received by the
Servicer on March 29, 1996 and deposited on April 1, 1996.
Finance Receivables - Interest income on these receivables is calculated
using the simple interest method and is recorded as earned. The finance
receivables have a weighted average coupon rate of 11.16% and a weighted
average maturity of 50 months at March 31, 1996.
Servicing Fee - The servicing fee is calculated as 1% of the beginning
balance of finance receivables and is recorded on a monthly basis. The
amount of servicing fee paid to the Servicer for the period ended March 31,
1996 amounted to $3,917,000, of which $499,000 is included in servicing fee
payable at March 31, 1996.
3. PRIORITIES OF DISTRIBUTIONS
The total collections received by the Trust are distributed in the
following priority:
Servicing fee
Class A interest at pass-through rate
Class A principal (including losses)
Class B interest at pass-through rate
Class B principal (including losses)
Excess collections
If losses are greater than the amount of excess collections, the Class B
certificateholder will not receive its allocated principal. The principal
shortfall is carried over to future periods and is reduced by excess
collections, if any.
4. PRINCIPAL AND INTEREST PAYMENTS
Principal (including prepayments) is passed through on each distribution
date, as defined in the Agreements, commencing October 16, 1995. Principal
consists of payments on the receivables that are allocable to the repayment
of the amount financed. Interest is passed through to certificateholders on
each distribution date, as defined in the Agreements, commencing October
16, 1995, at a pass-through rate of 6.10% per annum. Excess collections, if
any, which is the difference between the yield of the finance receivables,
the pass-through rate and the servicing fee, is distributed to the Seller
in accordance with the terms of the Agreements. Interest consists of
payments on the receivables that are allocable to finance charges, as
determined using the simple interest method.
F-8
<PAGE>
The cash flows for the period ended March 31, 1996 are summarized below:
<TABLE>
Interest Prncpl
at pass- Prncpl reductn
Srvcng through pymnts due to Excess
fee Rate rec'd losses Collctns Total
------ ------- ------- ------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Allocated amounts........... $3,917 $23,892 $159,324 $12,518 $4,006 $203,657
----- ------ ------- ------ ----- -------
Class A certificateholders
Distributed ............... 18,344 118,626 9,664 146,634
Distributions to be paid... 2,681 21,579 1,352 25,612
Class B certificateholder
Distributed ............... 2,502 16,176 4,284 22,962
Distributions to be paid... 365 2,943 390 3,698
Servicer
Distributed ............... 3,418 3,418
Distributions to be paid... 499 499
Total amount distributed ----- ------ ------- ------ ----- -------
and to be paid ............ $3,917 $23,892 $159,324 $ -- $15,690 $202,823
===== ====== ======= ======= ======= =======
Shortfall (recovery)........ $12,518$(11,684) $834
======= ======= =======
</TABLE>
Principal reduction due to losses are paid out of excess collections. The
shortfall occurred because losses in the months of November, January and
February were greater than the amount of excess collections by $1,056,000.
Excess collections in December and March of $222,000 were used to reduce
this shortfall.
5. YIELD SUPPLEMENT ACCOUNT
The Agreements require the Seller to set up a Yield Supplement Account
("YSA Account") which is a separate trust account for the benefit of the
Class A certificateholders. The initial deposit required and made by the
Seller amounted to $411,000. This account is to compensate the Class A
certificateholders for all receivables purchased by the Trust with a yield
less than the pass-through rate of 6.10%. Amounts in the YSA Account, which
are released to the Class A certificateholders on a monthly basis, are
calculated as one-twelfth times the difference between the yield of these
receivables and the pass-through rate. The amount in the YSA Account at
March 31, 1996 was $300,000, which included $3,000 which is payable to the
Trust. The total amount of interest received from the YSA Account amounted
to $45,000 for the period ended March 31, 1996.
F-9
<PAGE>
6. CREDIT ENHANCEMENT
To protect the Class A certificateholders, the Agreements require the
Seller to set up a Subordination Spread Account ("SSA Account") which is a
separate trust account for the benefit of the Class A certificateholders.
The initial deposit required and made by the Seller amounted to $7,450,000.
Additionally, if certain loss and/or delinquency ratios rise above set
limits, the Seller is required to deposit in the SSA Account all amounts
otherwise distributable to the Class B certificateholders and all excess
collections otherwise distributable to the Seller, until the SSA Account
reaches the level specified in the Agreements. The specified amount at
March 31, 1996 was $57,317,000, which represents 10% of the finance
receivable balance. The SSA Account amounted to $20,067,000 at March 31,
1996 and is comprised of:
<TABLE>
<S> <C>
Initial deposit required $ 7,450,000
Excess servicing 2,612,000
Class B income 1,185,000
Class B principal 8,820,000
-----------
$20,067,000
===========
</TABLE>
Neither the Class B certificateholders nor the Seller will receive any
distributions while the loss and/or delinquency ratios continue to be above
the set limits and until the SSA Account reaches the level specified.
Accordingly, distributions and excess collections payable to Class B
certificateholders in the amount of $3,698,000 were deposited into the SSA
Account on April 15, 1996 on behalf of the Class B certificateholder. The
balance of the SSA Account after these deposits was $23,765,000.
As of March 31, 1996, the anticipated credit losses on finance receivables
based on historical loss experience are estimated to be $26,407,000.
Management believes that future receipts of excess collections, and, if
needed, utilization of SSA Account will be adequate to repay all amounts
due to Class A and Class B certificateholders, as such no allowance for bad
debts has been established.
7. FEDERAL INCOME TAXES
The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes. Each certificateholder is
treated as the owner of a pro rata undivided interest in each of the
receivables in the Trust.
8. ESTIMATED FAIR VALUE OF FINANCE RECEIVABLES
The fair value of the finance receivables was estimated by discounting the
future cash flows using quoted interest rates. As of March 31, 1996, the
estimated fair value of the finance receivables was $579,524,000. All other
receivables and payables approximate fair values due to the short-term
maturities of these instruments.
F-10
