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
___ TRANSACTION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSACTION PERIOD FROM ________ TO ________.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V 33-50323
----------------------------------------------- ------------
(Exact name of registrant as Commission
specified in its charter) file number
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
A Delaware Business Trust 38-3082709
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Chase Manhattan Bank (Delaware)
1201 Market Street
Wilmington, Delaware 19801
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 428-3375
--------------
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:
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1. Statement of Assets, Liabilities and Equity, June 30, 1999.
2. Statement of Distributable Income for the Period May 18,1999
(inception) through June 30, 1999.
3. Notes to Financial Statements.
The above described Financial Statements for the registrants 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.
------------------------------
PART II
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Trust was formed pursuant to a trust agreement between Wholesale Auto
Receivables Corporation (the "Seller") and Chase Manhattan Bank Delaware, as
Owner Trustee for Superior Wholesale Inventory Financing Trust V. The 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 amount as shown below in exchange for Asset-Backed Notes and
Asset-Backed Certificates representing undivided interests in the Trust. The
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.
- 2 -
<PAGE>
<TABLE>
<CAPTION>
Initial
Date of Wholesale
Sale and Finance
Servicing Sale Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- -------- ---------- ---------- ------------ -----------
(millions) (millions) (millions)
<S> <C> <C> <C> <C>
Superior May 18, 1999 $2,185.8 Term Notes $ 750.0 $185.8
Wholesale
Inventory Revolving $1,250.0
Financing Note
Trust V
</TABLE>
General Motors Acceptance Corporation ("GMAC"), the originator of the wholesale
receivables, continues to service the receivables for the Trust 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.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND OTHER REPORTS ON FORM 8-K
(a) Exhibit(s):
20.1 Superior Wholesale Inventory Financing Trust V Financial
Statements for the Period May 18,1999 (inception) through June
30, 1999.
(b) Reports on Form 8-K:
Current Reports on Form 8-K dated May 6, 1999 and June 9, 1999
reporting matters under Items 5 and 7 respectively, were filed
during the second quarter ended June 30, 1999.
------------------------------
- 3 -
<PAGE>
SIGNATURES
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.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
by: Chase Manhattan Bank (Delaware)
----------------------------------
(Owner Trustee, not in
its individual capacity
but solely as Owner
Trustee on behalf of
the Issuer.)
s\ Dennis Kelly
-----------------------------
Trust Officer
Date: August 13, 1999
-----------------
- 4 -
<PAGE>
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
June 30, 1999
----------------------
(in millions of dollars)
ASSETS
Receivables (Note 2) .................... $2,185.8
--------
TOTAL ASSETS ............................ $2,185.8
========
LIABILITIES (Notes 2 and 3)
Asset-Backed Term Notes ................. $ 750.0
Asset-Backed Revolving Notes ............ 1,250.0
--------
TOTAL LIABILITIES ....................... 2,000.0
EQUITY
Asset-Backed Certificates (Notes 2 and 3) 185.8
--------
TOTAL LIABILITIES AND EQUITY ............ $2,185.8
========
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
STATEMENT OF DISTRIBUTABLE INCOME
Six Months Ended
June 30, 1999*
---------------------
(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 6.5
------
Distributable Income ........ $ 6.5
======
Income Distributed .......... $ 6.5
======
* Represents the period May 18, 1999 (inception) through June 30,1999.
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 3 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust V (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 May 18, 1999, the Trust acquired the Seller's right, title and interest in
wholesale finance receivables totaling $2,185.8 million in exchange for two
types of Asset-Backed Notes representing indebtedness of the Trust and Asset
Backed Certificates representing equity interests in the Trust. The Asset Backed
Notes include $750.0 million Floating Rate Asset Backed Term Notes, Series
1999-A and $1,250.0 million Floating Rate Asset Backed Revolving Note, Series
1999-RN1. The Asset Backed Certificates totaled $185.8 million. 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, basis swaps and certain other property.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
In the ordinary course of business, no principal payments will be made on the
Floating Rate Asset Backed Term Notes, Series 1999-A 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 Note on a daily basis.
The then-unpaid principal balance of the Floating Rate Asset Backed Term Notes,
Series 1999-A will be payable on May 15, 2006 and the then unpaid principal
balance of the Floating Rate Asset Backed Revolving Note and Asset Backed
Certificates will be payable on March 15, 2007.
Payments of interest on the Floating Rate Asset Backed Term Notes, Series
1999-A, Floating Rate Asset Backed Revolving Note, Series 1999-RN1 and Asset
Backed 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,
<PAGE>
Exhibit 20.1
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
a "Distribution Date"), commencing June 15, 1999 (the "Initial Distribution
Date").
The Floating Rate Asset Backed Term Notes, Series 1999-A interest rate equals
London Interbank Offering Rate (LIBOR) plus 12.5 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
5.025% per annum from May 18, 1999 through June 14, 1999.
The Floating Rate Asset Backed Revolving Note, Series 1999-RN1 interest rate
equals LIBOR plus 30 basis points per annum for each Distribution Date. Interest
on the Revolving Note accrues for the Collection Period (calendar month)
immediately preceding each Distribution Date. The Revolving Noteholders received
interest at a weighted average rate of 5.200% per annum from May 18, 1999
through May 31, 1999.
The Asset Backed Certificates interest rate equals LIBOR plus 225 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 7.150% per annum from May 18, 1999 through June 14, 1999.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a division of the Seller, and therefore is not
taxable as a corporation for federal income tax purposes. Each Noteholder, by
acceptance of a Note agrees to treat the Note as indebtedness in the Trust for
federal state and local income and franchise tax purposes. The Seller as owner
of the Certificates is the tax owner of the assets in the Trust for federal,
state and local income and franchise tax purposes.
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000894360
<NAME> SWIFT V
<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> 2186
<ALLOWANCE> 0
<TOTAL-ASSETS> 2186
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 2186
<INTEREST-LOAN> 7
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 7
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 7
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 7
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7
<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>
