UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999, OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE TRANSITION PERIOD FROM _________ TO __________.
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1 333-06039
------------------------------------------- ---------------
(Exact name of registrant as Commission file
specified in its charter) number
A Delaware Business Trust 38-3082892
- -------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Bankers Trust (Delaware)
1011 Centre Road, Suite 200
Wilmington, Delaware 19805
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 250-6864
--------------
Securities registered pursuant to Section 12(b) of the Act: (None)
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 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes X. No .
<PAGE>
This quarterly report, filed pursuant to Rule 13a-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q:
PART I. FINANCIAL INFORMATION
The required information is given as to the registrants as shown on page 1
herein.
ITEM 1. FINANCIAL STATEMENTS
1. Statement of Assets, Liabilities and Equity, June 30,
1999.
2. Statement of Distributable Income for the Period March 11, 1999
(inception) through June 30, 1999.
3. Notes to Financial Statements.
The above described Financial Statements for the registrant are submitted
herewith as Exhibits 20.1.
In the opinion of management, the interim financial statements reflect all
adjustments, consisting of normal recurring items, which are necessary for a
fair presentation of the results for the interim periods presented.
-2-
<PAGE>
PART II
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Capital Auto Receivables Asset Trust 1999-1 (the "Trust") was formed by Capital
Auto Receivables, Inc. (the "Seller") pursuant to a trust agreement, dated March
11, 1999, between the Seller and Bankers Trust (Delaware), as Owner Trustee and
issued the following Asset-Backed Notes and Certificates. The Trust acquired
retail finance receivables from the Seller in the aggregate amount as shown
below in exchange for Asset-Backed Notes and Asset-Backed Certificates
representing undivided ownership interests in the Trust. The Trust's property
includes a pool of retail instalment sale contracts secured by new automobiles
and light trucks, certain monies due thereunder, security interests in the
vehicles financed thereby and certain other property.
<TABLE>
<CAPTION>
Retail
Finance
Date of Sale Receivables
and Servicing Aggregate Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- ---------- ---------------- ----------- ---------------- ------------
(millions) (millions) (millions)
<S> <C> <C> <C> <C>
Capital March 11, 1999 $2,809.8 Class A-1 $ 1,352.2 $ 138.0
Auto (Private Placement)
Receivables Class A-2 735.0
Asset Trust Class A-3 403.0
1999-1
</TABLE>
General Motors Acceptance Corporation, the originator of the retail receivables,
continues to service the receivables for the aforementioned Trust and receives
compensation and fees for such services. Investors receive periodic payments of
principal and interest for each class of Notes and Certificates as the
receivables are liquidated.
--------------------
-3-
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
20.1 Capital Auto Receivables Asset Trust 1999-1 Financial
Statements for the Period March 11, 1999 (inception)
through June 30, 1999.
(b) Reports on Form 8-K
No current Reports on Form 8-K have been filed by the
aforementioned Owner Trust during the quarter ended June
30, 1999.
---------------------
-4-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Owner Trustee has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
by: Bankers Trust (Delaware)
----------------------------------
(Owner Trustee, not in its individual
capacity but solely as Owner Trustee on
behalf of the Issuer.)
s\ Patricia Russo
----------------------------------------
(Patricia Russo, Vice President)
Date: August 13, 1999
-----------------
-5-
<PAGE>
Exhibit 20.1
Page 1 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
June 30, 1999
--------------
(in millions of dollars)
ASSETS
Receivables-(Discounted)(Note 2)........... $2,304.5
--------
TOTAL ASSETS .............................. $2,304.5
========
LIABILITIES AND EQUITY (NOTES 2 and 3)
Asset-Backed Notes ........................ $2,166.5
Asset-Backed Certificates (Equity) ........ 138.0
--------
TOTAL LIABILITIES AND EQUITY .............. $2,304.5
========
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 2 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
STATEMENT OF DISTRIBUTABLE INCOME
Period Ended
June 30,
1999*
------------
(in millions of dollars)
Distributable Income
Allocable to Principal
Asset-Backed Notes ........................ $ 323.7
Asset-Backed Certificates (Equity) ........ 0.0
-------
Total Principal $ 323.7
========
Allocable to Interest
Asset-Backed Notes ........................ $ 33.8
Asset-Backed Certificates (Equity) ........ 2.2
--------
Total Interest $ 36.0
========
Distributable Income ............................. $ 359.7
========
Income Distributed ............................... $ 359.7
========
*Represents the period March 11, 1999 (inception) through June 30, 1999.
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 3 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1999-1 (the
"Trust") are prepared on the basis of cash receipts and cash disbursements. Such
financial statements differ from financial statements prepared in accordance
with generally accepted accounting principles in that interest income and the
related assets are recognized when received rather than when earned and
distributions to Noteholders and Certificateholders are recognized when paid
rather than when the respective obligation is incurred. Certain expenses of the
Trust are paid by Capital Auto Receivables, Inc. (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On March 11, 1999, Capital Auto Receivables Asset Trust 1999-1 acquired retail
finance receivables aggregating approximately $2,628.2 million at a discount of
$181.6 million from the Seller in exchange for three classes of Asset-Backed
Notes representing indebtedness of the Trust of $1,352.2 million Class A-1;
$735.0 million Class A-2; $403.0 million Class A-3; and $138.0 million of
Asset-Backed Certificates representing equity interests in the Trust. The Trust
property includes a pool of retail instalment sale contracts for automobiles and
light trucks, monies due or received thereunder, security interests in the
vehicles financed thereby and certain other property. The Servicer has the
option to repurchase the remaining receivables as of the last day of any month
on or after which the principal balance declines to 10% or less of the aggregate
amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest on the Notes will be made on the fifteenth day of each
month or, if any such day is not a Business Day, on the next succeeding Business
Day, commencing on April 15, 1999 (each a "Distribution Date"). Principal of the
Notes will be payable by class in the priorities and in the amounts as set forth
in the Indenture (previously filed by Form 8-K), equal to the sum of the
Aggregate Noteholders' Principal Distributable Amounts to the extent of funds
available therefor. The unpaid principal of the Class A-1, Class A-2 and Class
A-3 Notes will be payable on the each of the following Distribution Dates,
respectively: in May 2001, June 2002 and August 2004.
No principal distributions will be made with respect to the Certificates until
the Notes have been paid in full. Thereafter, on each Distribution Date,
Certificateholders will receive, in respect of the Certificate Balance, an
amount equal to the Certificateholders' Principal Distributable Amount to the
extent of funds available therefor. The final scheduled Distribution Date for
the Certificates will occur on the Distribution Date in August 2004.
Interest on the outstanding principal amount of the Notes accrues from March 11,
1999 or, from the most recent Distribution Date on which interest has been paid
to but excluding the following Distribution Date. The Class A-1 Notes receive
interest at the rate of 5.364% per annum. The Class A-2 Notes receive interest
at the rate of 5.580% per annum. The Class A-3 Notes receive interest at the
rate of 5.680% per annum. Interest on each class of Notes is calculated on the
basis of a 360-day year consisting of twelve 30-day months. On each Distribution
Date, the Owner Trustee distributes pro rata to Certificateholders accrued
interest at the pass-through rate of 6.090% per annum on the outstanding
Certificate Balance.
<PAGE>
Exhibit 20.1
Page 4 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
NOTES TO FINANCIAL STATEMENTS
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a Tax Non-Entity, and hence is a division of the
Seller for federal income tax purposes. Each Noteholder by the acceptance of a
Note agrees to treat the Notes as indebtedness in the Trust for federal, state
and local income and franchise tax purposes. All the Certificates were issued to
the Seller on the closing date. If the Seller sells less than all of the
Certificates or if the Trust issues additional Certificates, this
characterization may change.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This Financial Data Schedule contains summary information from the Capital Auto
Receivables, Inc. Form 10-Q for the period ended June 30, 1999 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000893958
<NAME> CARI 1999-1
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 2305
<ALLOWANCE> 0
<TOTAL-ASSETS> 2305
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 2305
<INTEREST-LOAN> 36
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 36
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 36
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 36
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
