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 MARCH 31, 1996,
OR
TRANSACTION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSACTION PERIOD FROM ________ TO ________.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I 33-50323
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II 33-50323
----------------------------------------------- ------------
(Exact name of registrant as Commission
specified in its charter) file number
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
A Delaware Business Trust 51-6189382
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Citibank Delaware
One Penn's Way
Newcastle, Delaware 19720
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 323-3973
--------------
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
A Delaware Business Trust 51-0368463
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The Chase Manhattan Bank (USA)
802 Delaware Avenue
Wilmington, Delaware 19801
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 575-5022
--------------
Securities registered pursuant to Section 12 (b) of the Act: (None).
Section 12 (g) of the Act: (None).
Indicate by check mark whether each of the registrants (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 .
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
ITEM 1. FINANCIAL STATEMENTS
1. Statement of Assets, Liabilities and Equity, March 31, 1996,
December 31, 1995 and March 31, 1995.
2. Statement of Distributable Income for the Three Months ended
March 31, 1996 and 1995.
3. Notes to Financial Statements.
The above described Financial Statements for the registrants 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.
------------------------------
- 2 -
PART II
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Trusts were formed pursuant to individual trust agreements between Wholesale
Auto Receivables Corporation (the "Seller") and Citibank Delaware, as Owner
Trustee for Superior Wholesale Inventory Financing Trust I and The Chase
Manhattan Bank (USA), as Owner Trustee for Superior Wholesale Inventory
Financing Trust II. Each Trust has issued the following floating rate
Asset-Backed Notes and Certificates, and acquired certain eligible wholesale
finance receivables from the Seller in the aggregate amounts as shown below in
exchange for Asset-Backed Notes and Asset-Backed Certificates representing
undivided interests in each of the respective Trusts. Each Trust's property
includes a pool of wholesale receivables generated in a portfolio of revolving
financing arrangements with dealers to finance inventories of new and used
automobiles and light trucks and collections thereon and certain other property.
Wholesale
Date of Finance
Sale and Initial
Servicing Sale Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- -------- ---------- ---------- ------------ ------------
(millions) (millions) (millions)
Superior January 25, 1994 $2,232.3 Term Notes $1,250.0 $132.0
Wholesale
Inventory Revolving
Financing Notes $ 850.3
Trust I
Superior August 22, 1995 $1,889.5 Term Notes $1,000.0 $ 72.8
Wholesale
Inventory Revolving $ 816.7
Financing Notes
Trust II
On April 11, 1996, Superior Wholesale Inventory Financing Trust III acquired the
Seller's right, title and interest in wholesale finance receivables totaling
approximately $1,918.2 million from the Seller in exchange for two types of
Asset-Backed Notes representing indebtedness of the Trust of $500.0 million
Floating Rate Term Notes, $1,339.2 million Floating Rate Revolving Notes and
$79.0 million Asset-Backed Certificates representing equity interest in the
Trust. The Trust property includes certain Eligible Receivables in Accounts
included in a Pool of Accounts, certain Receivables generated under each such
Accounts from time to time secured by new and used automobiles and light trucks,
certain monies due or received thereunder, interest rate swaps and certain other
property.
General Motors Acceptance Corporation ("GMAC"), the originator of the wholesale
receivables, continues to service the receivables for each of the aforementioned
Trusts and receives compensation and fees for such services. Investors receive
monthly payments of interest for each type of note and certificate at a floating
monthly interest rate.
- 3 -
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND OTHER REPORTS ON FORM 8-K
(a) Exhibits:
20.1 Superior Wholesale Inventory Financing Trust I Financial
Statements for the Three Months Ended March 31, 1996 and 1995.
20.2 Superior Wholesale Inventory Financing Trust II Financial
Statements for the Three Months Ended March 31, 1996.
(b) Reports on Form 8-K:
No current reports on Form 8-K have been filed by the
abovementioned Trust during the quarter ended March 31, 1996.
------------------------------
- 4 -
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, each of the Owner Trustees has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
by: Citibank Delaware
-----------------------------
(Owner Trustee, not in its individual capacity but
solely as Owner Trustee on behalf of the Issuer.)
s\ Michael Migliore
-----------------------------
Vice President and Trust Officer
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
by: The Chase Manhattan Bank (USA)
------------------------------
(Owner Trustee, not in its individual capacity but
solely as Owner Trustee on behalf of the Issuer.)
s\ John Mack
-------------------------------
Second Vice President
Date: May 13, 1996
-----------------
- 5 -
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
Mar. 31, Dec. 31, Mar. 31,
1996 1995 1995
-------- -------- --------
(in millions of dollars)
ASSETS
Receivables (Note 2) .................... $2,504.0 $2,632.0 $2,632.0
-------- -------- --------
TOTAL ASSETS ............................ $2,504.0 $2,632.0 $2,632.0
======== ======== ========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ................. $1,250.0 $1,250.0 $1,250.0
Asset-Backed Revolving Notes ............ 1,122.0 1,250.0 1,250.0
-------- -------- --------
TOTAL LIABILITIES ....................... 2,372.0 2,500.0 2,500.0
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 132.0 132.0 132.0
-------- -------- --------
TOTAL LIABILITIES AND EQUITY ............ $2,504.0 $2,632.0 $2,632.0
======== ======== ========
Reference should be made to the Notes to Financial Statements.
- 6 -
Exhibit 20.1
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF DISTRIBUTABLE INCOME
Three Months Ended March 31,
1996 1995
---- ----
(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 39.3 $ 38.3
------ ------
Distributable Income ........ $ 39.3 $ 38.3
====== ======
Income Distributed .......... $ 39.3 $ 38.3
====== ======
Reference should be made to the Notes to Financial Statements.
- 7 -
Exhibit 20.1
Page 3 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust I (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 Wholesale Auto Receivables Corporation (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On January 25, 1994, the Trust acquired the Seller's right, title and interest
in wholesale finance receivables totaling approximately $2,232.3 million from
the Seller in exchange for two types of Asset-Backed Notes representing
indebtedness of the Trust of $1,250.0 million Floating Rate Term Notes, $850.3
million Floating Rate Revolving Notes and $132.0 million Asset-Backed
Certificates representing equity interests in the Trust. The Trust property
includes certain Eligible Receivables in Accounts included in a Pool of
Accounts, certain Receivables generated under each such Accounts from time to
time secured by new and used automobiles and light trucks, certain monies due or
received thereunder, an interest rate swap and certain other property.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
In the ordinary course of business, no principal payments will be made on the
Term Notes until the commencement of the Wind Down Period (January 1997). During
the Revolving Period, the Trust will make payments of principal on, or
additional borrowings (up to the Maximum Revolver Balance) under, the Revolving
Notes on a daily basis.
The then-unpaid principal balance of the Term Notes, Revolving Notes, and
Certificates will be payable on January 15, 1999.
Payments of interest on the existing Notes and Certificates are made on the
fifteenth day of each month or, if any such day is not a Business Day, on the
next succeeding Business Day, (each, a "Distribution Date"), commencing February
15, 1994 (the "Initial Distribution Date").
The Term Notes interest rate equals LIBOR plus 15 basis points per annum for
each Distribution Date. Interest on the Term Notes will accrue from, and
including, the most recent Distribution Date to, but excluding, the current
Distribution Date. The Term Noteholders received interest at a weighted average
rate of 5.404 percent per annum from January 25, 1994 through March 14, 1996.
- 8 -
Exhibit 20.1
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
The Revolving Notes interest rate equals LIBOR plus 30 basis points per annum
for each Distribution Date. Interest on the Revolving Notes accrue for the
Collection Period (calendar month) immediately preceding each Distribution Date.
The Revolving Noteholders received interest at a weighted average rate of 5.677
percent per annum from January 25, 1994 through February 29, 1996.
The Certificates interest rate equals LIBOR plus 45 basis points per annum for
each Distribution Date. Interest on the Certificates accrues from, and
including, the most recent Distribution Date to, but excluding, the current
Distribution Date. The Certificateholders received interest at a weighted
average rate of 5.704 percent per annum from January 25, 1994 through March 14,
1996. The final scheduled distribution date for the Certificates is January 15,
1999.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a partnership, and therefore is not taxable as a
corporation for federal income tax purposes. Each Noteholder and
Certificateholder, by acceptance of a Note or Certificate, agrees to treat the
Note as indebtedness and the Certificate as an equity interest in the Trust for
federal, state and local income and franchise tax purposes.
- 9 -
Exhibit 20.2
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
Mar. 31, Dec. 31,
1996 1995
-------- --------
(in millions of dollars)
ASSETS
Receivables (Note 2) ................ $2,056.1 $2,072.8
-------- --------
TOTAL ASSETS ........................ $2,056.1 $2,072.8
======== ========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ............. $1,000.0 $1,000.0
Asset-Backed Revolving Notes ........ 983.3 1,000.0
-------- -------
TOTAL LIABILITIES ................... 1,983.3 2,000.0
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 72.8 72.8
-------- --------
TOTAL LIABILITIES AND EQUITY ........ $2,056.1 $2,072.8
======== ========
Reference should be made to the Notes to Financial Statements.
- 10 -
Exhibit 20.2
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
STATEMENT OF DISTRIBUTABLE INCOME
Three Months Ended
March 31, 1996
------------------
(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 30.8
------
Distributable Income ........ $ 30.8
======
Income Distributed .......... $ 30.8
======
Reference should be made to the Notes to Financial Statements.
- 11 -
Exhibit 20.2
Page 3 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust II (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 Wholesale Auto Receivables Corporation (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On August 22, 1995, the Trust acquired the Seller's right, title and interest in
wholesale finance receivables totaling approximately $1,889.5 million from the
Seller in exchange for two types of Asset-Backed Notes representing indebtedness
of the Trust of $1,000.0 million Floating Rate Term Notes, $816.7 million
Floating Rate Revolving Notes and $72.8 million Asset-Backed Certificates
representing equity interests in the Trust. The Trust property includes certain
Eligible Receivables in Accounts included in a Pool of Accounts, certain
Receivables generated under each such Accounts from time to time secured by new
and used automobiles and light trucks, certain monies due or received
thereunder, an interest rate swap and certain other property.
The terms of the sale transaction include a revolving and a wind down period.
The revolving period began on August 18, 1995 and the wind down period will
begin on the day immediately following the scheduled revolving period
termination date. The scheduled revolving period termination date, initially
June 30, 1996, will automatically be extended to the last day of each succeeding
month (but not beyond June 30, 1998) unless GMAC gives notice that it has
elected not to cause such extension.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
In the ordinary course of business, no principal payments will be made on the
Term Notes until the commencement of the Wind Down Period. During the Revolving
Period, the Trust will make payments of principal on, or additional borrowings
(up to the Maximum Revolver Balance) under, the Revolving Notes on a daily
basis.
The then-unpaid principal balance of the Term Notes, Revolving Notes, and
Certificates will be payable on August 15, 2000.
Payments of interest on the existing Notes and Certificates are made on the
fifteenth day of each month or, if any such day is not a Business Day, on the
next succeeding Business Day, (each, a "Distribution Date"), commencing
September 15, 1995 (the "Initial Distribution Date").
- 12 -
Exhibit 20.2
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
The Term Notes interest rate equals LIBOR plus 13 basis points per annum for
each Distribution Date. Interest on the Term Notes will accrue from, and
including, the most recent Distribution Date to, but excluding, the current
Distribution Date. The Term Noteholders received interest at a weighted average
rate of 5.891 percent per annum from August 22, 1995 through March 14, 1996.
The Revolving Notes interest rate equals LIBOR plus 28 basis points per annum
for each Distribution Date. Interest on the Revolving Notes accrue for the
Collection Period (calendar month) immediately preceding each Distribution Date.
The Revolving Noteholders received interest at a weighted average rate of 6.070
percent per annum from August 22, 1995 through February 29, 1996.
The Certificates interest rate equals LIBOR plus 30 basis points per annum for
each Distribution Date. Interest on the Certificates accrues from, and
including, the most recent Distribution Date to, but excluding, the current
Distribution Date. The Certificateholders received interest at a weighted
average rate of 6.061 percent per annum from August 22, 1995 through March 14,
1996. The final scheduled distribution date for the Certificates is August 15,
2000.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a partnership, and therefore is not taxable as a
corporation for federal income tax purposes. Each Noteholder and
Certificateholder, by acceptance of a Note or Certificate, agrees to treat the
Note as indebtedness and the Certificate as an equity interest in the Trust for
federal, state and local income and franchise tax purposes.
- 13 -
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This Financial Data Schedule contains summary information from the Wholesale
Auto Receivables Corporation Superior Wholesale Inventory Financing Trust
(SWIFT) I Form 10-Q for the period ending March 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
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<NAME> SWIFT I
<MULTIPLIER> 1000000
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<TABLE> <S> <C>
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<LEGEND>
This Financial Data Schedule contains summary information from the Wholesale
Auto Receivables Corporation Superior Wholesale Inventory Financing Trust
(SWIFT) II Form 10-Q for the period ended March 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001003012
<NAME> SWIFT II
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