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 SEPTEMBER 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
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-2 333-06039
------------------------------------------- ---------------
(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, September 30,
1999.
2. Statement of Distributable Income for the Third Quarter and First
Nine Months ended September 30, 1999.
3. Notes to Financial Statements.
The above described Financial Statements for the registrant are submitted
herewith as Exhibits 20.1 and 20.2.
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.
<PAGE>
-2-
PART II
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Each of the Trusts were formed pursuant to a trust agreement between Capital
Auto Receivables, Inc. (the "Seller") and Bankers Trust (Delaware), as Owner
Trustee and issued the following Asset-Backed Notes and Certificates. Each 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. Each Trust's property
includes a pool of retail instalment sale contracts secured by new and used
automobiles and light trucks, certain monies due thereunder, security interests
in the vehicles financed thereby and certain other property.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Retail
Finance
Date of Sale Receivables
and Servicing Aggregate Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- ---------- ---------------- --------- ---------------- ------------
(millions) (millions) (millions)
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
Capital September 9,1999 $2,125.0 Class A-1 $ 427.0 $ 63.7
Auto (Private Placement)
Receivables Class A-2 $ 370.0
Asset Trust Class A-3 $ 306.5
1999-2 Class A-4 $ 400.0
Class A-5 $ 76.8
Variable Pay Term
$ 481.0
(Private Placement)
</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.
--------------------
<PAGE>
-3-
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 September 30, 1999.
20.2 Capital Auto Receivables Asset Trust 1999-2 Financial
Statements for the Period September 9, 1999 (inception)
through September 30, 1999.
(b) Reports on Form 8-K
A Current Report on Form 8-K dated September 24, 1999,
reporting matters under item 7 was filed during the third
quarter ended September 30, 1999.
---------------------
<PAGE>
-4-
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
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-2
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: November 11, 1999
-----------------
<PAGE>
-5-
Exhibit 20.1
Page 1 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
September 30, 1999
-----------------------
(in millions of dollars)
ASSETS
Receivables-(Discounted)(Note 2)........... $2,053.5
--------
TOTAL ASSETS .............................. $2,053.5
========
LIABILITIES AND EQUITY (NOTES 2 and 3)
Asset-Backed Notes ........................ $1,915.5
Asset-Backed Certificates (Equity) ........ 138.0
--------
TOTAL LIABILITIES AND EQUITY .............. $2,053.5
========
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 September 30, 1999
Third Quarter Nine Months*
-------------------------------
(in millions of dollars)
Distributable Income
Allocable to Principal
Asset-Backed Notes ........................ $ 251.0 $ 574.7
Asset-Backed Certificates (Equity) ........ 0.0 0.0
-------- --------
Total Principal $ 251.0 $ 574.7
======== ========
Allocable to Interest
Asset-Backed Notes ........................ $ 28.6 $ 62.4
Asset-Backed Certificates (Equity) ........ 2.1 4.3
-------- --------
Total Interest $ 30.7 $ 66.7
======== ========
Distributable Income ............................. $ 281.7 $ 641.4
======== ========
Income Distributed ............................... $ 281.7 $ 641.4
======== ========
*Represents the period March 11, 1999 (inception) through September 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 new 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.
<PAGE>
Exhibit 20.2
Page 1 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
September 30, 1999
-----------------------
(in millions of dollars)
ASSETS
Receivables-(Note 2) ...................... $2,125.0
--------
TOTAL ASSETS .............................. $2,125.0
========
LIABILITIES AND EQUITY (NOTES 2 and 3)
Asset-Backed Notes ........................ $2,061.3
Asset-Backed Certificates (Equity) ........ 63.7
--------
TOTAL LIABILITIES AND EQUITY .............. $2,125.0
========
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.2
Page 2 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-2
STATEMENT OF DISTRIBUTABLE INCOME
Period Ended September 30, 1999
Third Quarter Nine Months*
-------------------------------
(in millions of dollars)
Distributable Income
Allocable to Principal
Asset-Backed Notes ........................ $ 0.0 $ 0.0
Asset-Backed Certificates (Equity) ........ 0.0 0.0
-------- --------
Total Principal $ 0.0 $ 0.0
======== ========
Allocable to Interest
Asset-Backed Notes ........................ $ 0.0 $ 0.0
Asset-Backed Certificates (Equity) ........ 0.0 0.0
-------- --------
Total Interest $ 0.0 $ 0.0
======== ========
Distributable Income ............................. $ 0.0 $ 0.0
======== ========
Income Distributed ............................... $ 0.0 $ 0.0
======== ========
*Represents the period September 9, 1999 (inception) through September 30, 1999.
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.2
Page 3 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-2
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1999-2 (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 September 9, 1999, Capital Auto Receivables Asset Trust 1999-2 acquired
retail finance receivables aggregating approximately $2,125.0 million from the
Seller in exchange for six classes of Asset-Backed Notes representing
indebtedness of the Trust of $427.0 million Class A-1; $370.0 million Class A-2;
$306.5 million Class A-3; $400.0 million Class A-4; $76.8 million Class A-5;
$481.0 million Initial Variable Pay Term Note; and $63.7 million of Asset-Backed
Certificates representing equity interests in the Trust. The Trust property
includes a pool of retail instalment sale contracts for new and used 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 Class A Notes, the Initial Variable Pay Term Note
and the Certificates 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
October 15, 1999 (each a "Distribution Date"). In general, no principal payments
will be made on any class of the Class A Notes until its Targeted Final
Distribution Date. On the Targeted Final Distribution Date for each class of
Class A Notes, the Trust will pay the entire principal balance of that class of
Class A Notes, to the extent of funds available therefor. The Trust may issue
additional Variable Pay Term Notes on the Targeted Final Distribution Date for
each class of Class A Notes, subject to certain conditions. If issued, the
proceeds will be available to make payments of principal on the Targeted Final
Distribution Date for each of the Class A Notes.The Targeted Final Distribution
Dates for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Notes are
as follows, respectively: March 2000, September 2000, March 2001, September 2001
and September 2002.
Amounts available to pay principal on the Class A Notes on each Distribution
Date that is not a Targeted Final Distribution Date for a class of Class A
Notes, will be applied to make principal payments on the Variable Pay Term Notes
and distribution of Certificate Balance, pro rata based on the outstanding
amount of the Notes and Certificates, to the extent of funds available therefor.
Payments of principal on the Variable Pay Term Notes on the Targeted Final
Distribution Dates for each class of Class A Notes will also be applied to the
extent of funds available therefor. The Final Scheduled Distribution Date for
the Variable Pay Term Notes will occur on the Distribution Date in January 2005.
On each Distribution Date, Certificateholders will receive, in respect of the
Certificate Balance, an amount equal to the Certificateholders' Principal
Distributable Amount, a pro rata portion based on the outstanding amount of the
Notes and Certificates, to the extent of funds available therefor. The Final
Scheduled Distribution Date for the Certificates will occur on the Distribution
Date in January 2005.
<PAGE>
Exhibit 20.1
Page 4 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (continued)
Interest on the outstanding principal amount of the Notes accrues from September
9, 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 5.992% per annum. The Class A-2 Notes receive
interest at the rate of 6.060% per annum. The Class A-3 Notes receive interest
at the rate of 6.250% per annum. The Class A-4 Notes receive interest at the
rate of 6.300% per annum. The Class A-5 Notes receive interest at the rate of
6.450% per annum. The Initial Variable Pay Term Note receives interest at the
rate of one Month LIBOR plus 0.120%. For the period September 9, 1999 through
September 30, 1999, the Initial Variable Pay Term Note interest rate was
5.478750% per annum. Interest on Class A-1 Note and the Initial Variable Pay
Term Note is calculated on the basis of actual days elapsed during the period
for which interest is payable and a 360-day year. Interest on Class A-2, Class
A-3, Class A-4 and Class A-5 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 6.700% per annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a Grantor Trust 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.
Each Certificateholder by the acceptance of a Certificate agrees to treat the
Certificates as equity interests in a grantor trust for federal, state and local
income and franchise tax purposes. A portion of the Certificates were issued to
the Seller on the closing date.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000893958
<NAME> CARI 1999-1
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
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0
0
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<EXPENSE-OTHER> 0
<INCOME-PRETAX> 67
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