ITEM 1. BUSINESS
Each Capital Auto Receivables Asset Trust, (each a "Trust") was formed pursuant to a Trust Agreement, between Capital Auto Receivables, Inc. (the "Seller") and Bankers Trust (Delaware), as Owner Trustee of the related Trust. The Trusts have issued Asset-Backed Notes (the "Notes"). The Notes are issued and secured pursuant to Indentures, between the related Trust and The First National Bank of Chicago as Indenture Trustee. Each Trust has also issued Asset-Backed Certificates.
CAPITAL AUTO RECEIVABLES ASSET TRUSTS ------------------------------------- CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
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PART II
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Each of the Trusts was 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 interests in each of the Trusts. Each Trust's property includes a pool of retail instalment sale contracts for new and used automobiles and light trucks, certain monies due thereunder, security interests in the vehicles financed thereby and certain other property.
Retail Finance Date of Sale Receivables and Servicing Aggregate Asset-Backed Asset-Backed Trust Agreement Amount Notes Certificates - ---------- ----------------- --------- ---------------- ------------ (millions) (millions) (millions) Capital December 17, 1992 $1,607.1 Class A-1 $ 657.7 $ 56.2 Auto Class A-2 641.6 Receivables Class A-3 251.6 Asset Trust 1992-1
Capital February 11, 1993 $2,912.9 Class A-1 $ 322.0 $ 101.9 Auto Class A-2 225.0 Receivables Class A-3 125.0 Asset Trust Class A-4 478.0 1993-1 Class A-5 1,147.0 Class A-6 318.0 Class A-7 196.0
Capital June 2, 1993 $2,009.3 Class A-1 $ 750.0 $ 58.6 Auto Class A-2 100.0 Receivables Class A-3 641.0 Asset Trust Class A-4 403.0 1993-2
Capital October 21, 1993 $2,504.9 Class A-1 $ 430.0 $ 81.4 Auto Class A-2 59.0 Receivables Class A-3 63.0 Asset Trust Class A-4 210.0 1993-3 Class A-5 484.3 Class A-6 1,177.2 (Private Placement)
General Motors Acceptance Corporation (GMAC), the originator of the retail receivables, continues to service the receivables for the aforementioned Trusts 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.
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II-1
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page - ----------- ---------------------------------------------------- ------
-- Capital Auto Receivables Asset Trust 1992-1, Independent Auditors' Report, Financial Statements II-3 and Selected Quarterly Data for the Year Ended December 31, 1995.
-- Capital Auto Receivables Asset Trust 1993-1, Independent Auditors' Report, Financial Statements II-9 and Selected Quarterly Data for the Year Ended December 31, 1995.
-- Capital Auto Receivables Asset Trust 1993-2, Independent Auditors' Report, Financial Statements II-16 and Selected Quarterly Data for the Year Ended December 31, 1995.
-- Capital Auto Receivables Asset Trust 1993-3, Independent Auditors' Report, Financial Statements II-22 and Selected Quarterly Data for the Year Ended December 31, 1995.
27.1 Financial Data Schedule for Capital Auto Receivables Asset Trusts 1992-1, 1993-1, 1993-2 and 1993-3 (for -- SEC electronic filing purposes only).
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II-2
INDEPENDENT AUDITORS' REPORT
March 1, 1996
The Capital Auto Receivables Asset Trust 1992-1, its Noteholders and Certificateholders, Capital Auto Receivables, Inc., Bankers Trust (Delaware), Owner Trustee, and The First National Bank of Chicago, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 1992-1 as of December 31, 1995 and 1994, and the related Statement of Distributable Income for each of the three years in the period ended December 31, 1995. 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 audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial statements are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity of the Capital Auto Receivables Asset Trust 1992-1 at December 31, 1995 and 1994, and its distributable income and distributions for each of the three years in the period ended December 31, 1995, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
II-3
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1995 1994 ------- ------- (in millions of dollars) ASSETS
Receivables (Note 2) ................... $ 66.8 $ 252.5 ------- -------
TOTAL ASSETS ........................... $ 66.8 $ 252.5 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... $ 41.4 $ 220.6
Asset-Backed Certificates (Equity) ..... 25.4 31.9 ------- -------
TOTAL LIABILITIES AND EQUITY............ $ 66.8 $ 252.5 ======= =======
Reference should be made to the Notes to Financial Statements.
II-4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1995 1994 1993 ------ ------ ------ (in millions of dollars) Distributable Income
Allocable to Principal ............... $ 185.7 $ 506.8 $ 847.8
Allocable to Interest ............... 9.5 27.1 53.3 ------- ------- ------- Distributable Income ................... $ 195.2 $ 533.9 $ 901.1 ======= ======= =======
Income Distributed ..................... $ 195.2 $ 533.9 $ 901.1 ======= ======= =======
Reference should be made to the Notes to Financial Statements.
II-5
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1992-1 (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 December 17, 1992, Capital Auto Receivables Asset Trust 1992-1 acquired retail finance receivables aggregating approximately $1,607.1 million from the Seller in exchange for three classes of Asset-Backed Notes representing indebtedness of the Trust of $657.7 million Class A-1, $641.6 million Class A-2 and $251.6 million Class A-3, and $56.2 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, certain 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 and certain other property 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. On January 16, 1996, GMAC exercised this option and repurchased the remaining receivables in GMAC 1992-1 Capital Auto Receivables Asset Trust as of February 15, 1996.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are made on the fifteenth day of March, June, September and December or, if any such day is not a Business Day, on the next succeeding Business Day, commencing March 15, 1993 (each, a "Payment Date"). Principal of the Notes will be payable on each Payment Date in an amount equal to the sum of the Noteholders' Principal Distributable Amounts for each of the three Monthly Periods preceding such Payment Date, to the extent of funds available therefor. Payments of principal on the Notes are made (i) on the Class A-1 Notes until they are paid in full, (ii) then on the Class A-2 Notes until they are paid in full and (iii) then on the Class A-3 Notes until they are paid in full. The principal balance of the Class A-1 Notes was paid in full on September 15, 1993, the principal balance of the Class A-2 Notes was paid in full on December 15, 1994 and the then-unpaid principal balance of the Class A-3 Notes will be payable on February 15, 1996. The final Distribution Date for the Certificates will be February 15, 1996.
On each Distribution Date on and after the date on which the Class A-1 Notes have been paid in full, Certificateholders will receive, in respect of the certificate balance, an amount equal to the Certficateholders' Principal Distributable Amount for the Monthly Period preceding such Distribution Date, to the extent of funds available therefor.
II-6
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Interest on the outstanding principal amount of the Notes accrues from December 15, 1992 (in the case of the Class A-2 Notes, December 17, 1992) or, from the most recent Payment Date on which interest has been paid to but excluding the following Payment Date. During 1993, the Class A-1 Notes received interest at the rate of 3.73 percent per annum.
The Class A-2 Notes received a floating rate of interest from December 17, 1992 through December 14, 1994 at a weighted average rate of 3.7394 percent.
The Class A-3 Notes will bear interest at the rate of 5.75 percent per annum. On each Distribution Date, the Owner Trustee will distribute pro rata to Certificateholders accrued interest at the pass through rate of 6.20 percent per annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a grantor trust, and therefore is not taxable as a corporation for federal income tax purposes. Each Noteholder and Certificateholder, by the acceptance of a Note or Certificate, agrees to treat the Notes as indebtedness and the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes.
NOTE 5. SUBSEQUENT EVENT
Effective February 23, 1996, the Board of Directors of GMAC Auto Receivables Corporation approved the merger of and authorized the execution of an Agreement and Plan of Merger by and between Capital Auto Receivables, Inc. and GMAC Auto Receivables Corporation. The separate corporate existence of GMAC Auto Receivables Corporation shall cease and Capital Auto Receivables, Inc. shall continue as the surviving corporation.
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II-7
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1995 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 68.1 $ 3.7 $ 71.8
Second quarter ..................... 53.3 2.7 56.0
Third quarter ...................... 38.9 1.8 40.7
Fourth quarter ..................... 25.4 1.3 26.7 --------- -------- --------- Total ......................... $ 185.7 $ 9.5 $ 195.2 ========= ======== =========
1994 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 160.9 $ 8.5 $ 169.4
Second quarter ..................... 140.9 7.5 148.4
Third quarter ...................... 113.3 6.2 119.5
Fourth quarter ..................... 91.7 4.9 96.6 --------- -------- --------- Total ......................... $ 506.8 $ 27.1 $ 533.9 ========= ======== =========
1993 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 225.4 $ 16.7 $ 242.1
Second quarter ..................... 226.9 14.3 241.2
Third quarter ...................... 210.0 12.3 222.3
Fourth quarter ..................... 185.5 10.0 195.5 --------- -------- --------- Total ......................... $ 847.8 $ 53.3 $ 901.1 ========= ======== =========
II-8
INDEPENDENT AUDITORS' REPORT
March 1, 1996
The Capital Auto Receivables Asset Trust 1993-1, its Noteholders and Certificateholders, Capital Auto Receivables, Inc., Bankers Trust (Delaware), Owner Trustee, and The First National Bank of Chicago, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 1993-1 as of December 31, 1995 and 1994, and the related Statement of Distributable Income for each of the two years in the period ended December 31, 1995 and the period February 11, 1993 (inception) through December 31, 1993. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial statements are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity of the Capital Auto Receivables Asset Trust 1993-1 at December 31, 1995 and 1994, and its distributable income and distributions for each of the two years in the period ended December 31, 1995 and the period February 11, 1993 (inception) through December 31, 1993, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
II-9
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1995 1994 ------- ------- (in millions of dollars) ASSETS
Receivables (Note 2) ................... $ 233.5 $ 711.1 ------- -------
TOTAL ASSETS ........................... $ 233.5 $ 711.1 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... $ 186.0 $ 647.9
Asset-Backed Certificates (Equity) ..... 47.5 63.2 ------- -------
TOTAL LIABILITIES AND EQUITY............ $ 233.5 $ 711.1 ======= =======
Reference should be made to the Notes to Financial Statements.
II-10
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1995 1994 1993* ------ ------ ------ (in millions of dollars) Distributable Income
Allocable to Principal ............... $ 477.6 $ 949.7 $1,252.1
Allocable to Interest ............... 26.4 58.5 72.5 ------- -------- -------- Distributable Income ................... $ 504.0 $1,008.2 $1,324.6 ======= ======== ========
Income Distributed ..................... $ 504.0 $1,008.2 $1,324.6 ======= ======== ========
* Represents the period February 11, 1993 (inception) through December 31, 1993.
Reference should be made to the Notes to Financial Statements.
II-11 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-1 (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 February 11, 1993, Capital Auto Receivables Asset Trust 1993-1 acquired retail finance receivables aggregating approximately $2,912.9 million from the Seller in exchange for seven classes of Asset-Backed Notes representing indebtedness of the Trust of $322.0 million Class A-1; $225.0 million Class A-2; $125.0 million Class A-3; $478.0 million Class A-4; $1,147.0 million Class A-5; $318.0 million Class A-6; $196.0 million Class A-7 and $101.9 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, certain monies due or received thereunder, security interests in the vehicles financed thereby, an interest rate cap and certain other property. The Servicer has the option to repurchase the remaining receivables and certain other property 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. On February 15, 1996, GMAC exercised this option and repurchased the remaining receivables in GMAC 1993-1 Capital Auto Receivables Asset Trust as of March 15, 1996.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are made on the fifteenth day of February, May, August and November or, if any such day is not a Business Day, on the next succeeding Business Day, commencing May 17, 1993 (each, a "Payment Date"). Principal of the Notes will be payable on each Payment Date in an amount equal to the sum of the Noteholders' Principal Distributable Amounts for each of the three Monthly Periods preceding such Payment Date, to the extent of funds available therefor. Payments of principal on the Notes are payable by class in the priorities set forth in the Indenture (previously filed by Form 8-K).
The principal balance of the Class A-1 Notes was paid in full on May 17, 1993; the principal balance of the Class A-2 Notes was paid in full on August 16, 1993; the principal balances of the Class A-3 and Class A-4 Notes were paid in full on November 15, 1993; the principal balance of the Class A-5 Notes was paid in full on February 15, 1995; and the principal balance of the Class A-6 Notes was paid in full on November 15, 1995. The principal balance of the Class A-7 Notes will be payable on February 17, 1998. Payment of principal to the Certificateholders in respect of the Certificate Balance was initiated in 1993, subsequent to the full payment of the Class A-1, Class A-2, Class A-3, and Class A-4 Notes. On each Distribution Date, the Certificateholders receive an amount equal to the Certificateholders' Principal Distributable Amount for the Monthly Period II-12
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
preceding such Distribution Date, to the extent of funds available therefor. The final Distribution Date for the Certificates will be March 15, 1996.
Interest on the outstanding principal amount of the Notes accrues from February 11, 1993 or, from the most recent Payment Date on which interest has been paid to but excluding the following Payment Date. The Class A-1 Notes received interest at the rate of 3.1875 percent per annum. The Class A-2 Notes received interest at the rate of 3.3125 percent per annum. The Class A-3 Notes received interest at the rate of 3.4375 percent per annum. The Class A-4 Notes received a floating rate of interest from February 11, 1993 through November 14, 1993 at a weighted average rate of 3.2657 percent. The Class A-5 Notes receive a floating rate of interest from February 11, 1993 through February 15, 1995 at a weighted average rate of 3.7553 percent. The Class A-6 Notes received interest at the rate of 4.90 percent per annum.
The Class A-7 Notes bear interest at the rate of 5.35 percent per annum. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of 5.85 percent per annum on the outstanding Certificate Balance.
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENT AND RISK MANAGEMENT
The Trust was a party to an interest rate cap, which matured in February 1995. The interest rate cap required payments to the Trust from the counterparty in the event the three-month London Interbank Offering Rate (LIBOR) exceeded 10%. These payments would have offset increased interest expense on the Asset-Backed Notes. No payments were received in connection with the derivative in 1995 or 1994.
Credit Risk of the instrument was limited to payments due from the counterparty and was mitigated through the use of a financially sound counterparty. If the counterparty had defaulted, the cost, if the position was replaced at market rates in effect at December 31, 1994, would have been $5,000. Market risk of the derivative was inherently limited, since market variations offset the under- lying Asset-Backed Notes.
The notional amount of the interest rate cap approximated the outstanding balance in the Class A-5 Notes and was $133.8 million at December 31, 1994.
NOTE 5. FEDERAL INCOME TAX
The Trust is classified as a grantor trust, and therefore is not taxable as a corporation for federal income tax purposes. Each Noteholder and Certificateholder, by the acceptance of a Note or Certificate, agrees to treat the Notes as indebtedness and the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes.
II-13
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
NOTES TO FINANCIAL STATEMENTS
NOTE 6. SUBSEQUENT EVENT
Effective February 23, 1996, the Board of Directors of GMAC Auto Receivables Corporation approved the merger of and authorized the execution of an Agreement and Plan of Merger by and between Capital Auto Receivables, Inc., and GMAC Auto Receivables Corporation. The separate corporate existence of GMAC Auto Receivables Corporation shall cease and Capital Auto Receivables, Inc. shall continue as the surviving corporation.
_________________
II-14
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1995 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 153.3 $ 9.4 $ 162.7
Second quarter ..................... 129.6 7.2 136.8
Third quarter ...................... 109.7 5.6 115.3
Fourth quarter ..................... 85.0 4.2 89.2 --------- -------- --------- Total ......................... $ 477.6 $ 26.4 $ 504.0 ========= ======== =========
1994 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 287.0 $ 17.7 $ 304.7
Second quarter ..................... 253.3 14.9 268.2
Third quarter ...................... 217.2 14.3 231.5
Fourth quarter ..................... 192.2 11.6 203.8 --------- -------- --------- Total ......................... $ 949.7 $ 58.5 $ 1,008.2 ========= ======== =========
1993 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 0.0 $ 1.0 $ 1.0
Second quarter ..................... 523.8 28.8 552.6
Third quarter ...................... 391.3 22.9 414.2
Fourth quarter ..................... 337.0 19.8 356.8 --------- -------- --------- Total ......................... $ 1,252.1 $ 72.5 $ 1,324.6 ========= ======== =========
II-15
INDEPENDENT AUDITORS' REPORT
March 1, 1996
The Capital Auto Receivables Asset Trust 1993-2, its Noteholders and Certificateholders, Capital Auto Receivables, Inc., Bankers Trust (Delaware), Owner Trustee, and The First National Bank of Chicago, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 1993-2 as of December 31, 1995 and 1994, and the related Statement of Distributable Income for each of the two years in the period ended December 31, 1995 and the period June 2, 1993 (inception) through December 31, 1993. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial statements are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity of the Capital Auto Receivables Asset Trust 1993-2 at December 31, 1995 and 1994, and its distributable income and distributions for each of the two years in the period ended December 31, 1995 and the period June 2, 1993 (inception) through December 31, 1993, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
II-16
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1995 1994 ------- ------- (in millions of dollars) ASSETS
Receivables (Note 2) ................... $ 140.8 $ 662.0 ------- -------
TOTAL ASSETS ........................... $ 140.8 $ 662.0 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... $ 112.1 $ 617.7
Asset-Backed Certificates (Equity) ..... 28.7 44.3 ------- -------
TOTAL LIABILITIES AND EQUITY............ $ 140.8 $ 662.0 ======= =======
Reference should be made to the Notes to Financial Statements.
II-17
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1995 1994 1993* ------ ------ ------ (in millions of dollars) Distributable Income
Allocable to Principal ............... $ 521.2 $ 761.2 $ 529.4
Allocable to Interest ............... 18.8 46.0 37.4 ------- -------- -------- Distributable Income ................... $ 540.0 $ 807.2 $ 566.8 ======= ======== ========
Income Distributed ..................... $ 540.0 $ 807.2 $ 566.8 ======= ======== ========
* Represents the period June 2, 1993 (inception) through December 31, 1993.
Reference should be made to the Notes to Financial Statements.
II-18
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-2 (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 June 2, 1993, Capital Auto Receivables Asset Trust 1993-2 acquired retail finance receivables aggregating approximately $2,009.3 million at a discount of $56.7 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $750.0 million Class A-1, $100.0 million Class A-2, $641.0 million Class A-3, $403.0 million Class A-4, and $58.6 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, certain monies due or received thereunder, security interests in the vehicles financed thereby and certain other property. Substantially all of the Receivables comprising the Trust property were acquired by GMAC under special incentive rate financing programs. The Servicer has the option to repurchase the remaining receivables and certain other property 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 and principal (including prepayments) on the Notes 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, commencing June 15, 1993 (each, a "Distribution Date"). Principal of the Notes is payable on each Distribution Date in an amount equal to the sum of the Noteholders' Principal Distributable Amounts for the related Monthly Period to the extent of funds available therefor. Payments of principal on the Notes are payable by class in the priorities set forth in the Indenture (previously filed by Form 8-K). The principal balance of the Class A-1 Notes was paid in full on April 15, 1994; the principal balance of the Class A-2 Notes was paid in full on May 16, 1994; the principal balance of the Class A-3 Notes was paid in full on May 15, 1995; and the then-unpaid principal balance of the Class A-4 Notes will be payable on May 15, 1997.
II-19
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Payment of principal to the Certificateholders in respect of the Certificate Balance was initiated in 1994, subsequent to the full payment of the Class A-1 and Class A-2 Notes. On each Distribution Date, the Certificateholders receive an amount equal to the Certificateholders' Principal Distributable Amount for the Monthly Period preceding such Distribution Date, to the extent of funds available therefor. The final scheduled Distribution Date for the Certificates is May 15, 1997.
Interest on the outstanding principal amount of the Notes accrues from June 2, 1993 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 received interest at the rate of 3.35 percent per annum. The Class A-2 Notes received interest at the rate of 3.71 percent per annum. The Class A-3 Notes received interest at the rate of 4.20 percent per annum.
The Class A-4 Notes bear interest at the rate of 4.70 percent per annum. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of 4.70 percent per annum on the outstanding Certificate Balance.
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 the acceptance of a Note or Certificate, has agreed to treat the Notes as indebtedness and the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes.
NOTE 5. SUBSEQUENT EVENT
Effective February 23, 1996, the Board of Directors of GMAC Auto Receivables Corporation approved the merger of and authorized the execution of an Agreement and Plan of Merger by and between Capital Auto Receivables, Inc. and GMAC Auto Receivables Corporation. The separate corporate existence of GMAC Auto Receivables Corporation shall cease and Capital Auto Receivables, Inc. shall continue as the surviving corporation.
--------------------------
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CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1995 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 147.8 $ 7.0 $ 154.8
Second quarter ..................... 139.3 5.4 144.7
Third quarter ...................... 125.7 3.9 129.6
Fourth quarter ..................... 108.4 2.5 110.9 --------- -------- --------- Total ......................... $ 521.2 $ 18.8 $ 540.0 ========= ======== =========
1994 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 213.8 $ 14.4 $ 228.2
Second quarter ..................... 200.5 12.5 213.0
Third quarter ...................... 182.5 10.5 193.0
Fourth quarter ..................... 164.4 8.6 173.0 --------- -------- --------- Total ......................... $ 761.2 $ 46.0 $ 807.2 ========= ======== =========
1993 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
Second quarter ..................... $ 77.5 $ 2.9 $ 80.4
Third quarter ...................... 227.0 18.3 245.3
Fourth quarter ..................... 224.9 16.2 241.1 --------- -------- --------- Total ......................... $ 529.4 $ 37.4 $ 566.8 ========= ======== =========
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INDEPENDENT AUDITORS' REPORT
March 1, 1996
The Capital Auto Receivables Asset Trust 1993-3, its Noteholders and Certificateholders, Capital Auto Receivables, Inc., Bankers Trust (Delaware), Owner Trustee, and The First National Bank of Chicago, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 1993-3 as of December 31, 1995 and 1994, and the related Statement of Distributable Income for each of the two years in the period ended December 31, 1995 and the period October 21, 1993 (inception) through December 31, 1993. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial statements are prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles.
In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity of the Capital Auto Receivables Asset Trust 1993-3 at December 31, 1995 and 1994, and its distributable income and distributions for each of the two years in the period ended December 31, 1995 and the period October 21, 1993 (inception) through December 31, 1993, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
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CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1995 1994 ------- ------- (in millions of dollars) ASSETS
Receivables (Note 2) ................... $ 705.2 $1,278.7 ------- --------
TOTAL ASSETS ........................... $ 705.2 $1,278.7 ======= ========
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... $ 660.3 $1,212.4
Asset-Backed Certificates (Equity) ..... 44.9 66.3 ------- --------
TOTAL LIABILITIES AND EQUITY............ $ 705.2 $1,278.7 ======= ========
Reference should be made to the Notes to Financial Statements.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1995 1994 1993* ------ ------ ------ (in millions of dollars) Distributable Income
Allocable to Principal ............... $ 573.5 $1,160.0 $ 66.2
Allocable to Interest ............... 49.9 78.5 5.4 ------- -------- -------- Distributable Income ................... $ 623.4 $1,238.5 $ 71.6 ======= ======== ========
Income Distributed ..................... $ 623.4 $1,238.5 $ 71.6 ======= ======== ========
* Represents the period October 21, 1993 (inception) through December 31, 1993.
Reference should be made to the Notes to Financial Statements.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-3 (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 October 21, 1993, Capital Auto Receivables Asset Trust 1993-3 acquired retail finance receivables aggregating approximately $2,504.9 million from the Seller in exchange for six classes of Asset-Backed Notes representing indebtedness of the Trust of $430.0 million Class A-1; $59.0 million Class A-2; $63.0 million Class A-3; $210.0 million Class A-4; $484.3 million Class A-5; $1,177.2 million Class A-6; and $81.4 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 and certain other property 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-1 Notes and the Class A-5 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 November 15, 1993 (each a "Distribution Date"). Payments of interest on the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, and the Class A-6 Notes are made on the fifteenth day of January, April, July and October or, if any such day is not a Business Day, on the next succeeding Business Day, commencing January 18, 1994 (each, a "Payment 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 principal balance of the Class A-1 Notes was paid in full on November 15, 1994; the principal balance of the Class A-2 Notes was paid in full on January 18, 1994; the principal balances of the Class A-3 Notes and the Class A-4 Notes were paid in full on April 15, 1994; the principal balance of the Class A-5 Notes was paid in full on January 17, 1995; and the then-unpaid principal balance of the Class A-6 Notes will be payable on October 15, 1998. On each Distribution Date on and after the date on which the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes were paid (or provided for) in full, Certificateholders received, in respect of the
II-25 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
certificate balance, an amount equal to the Certificateholders' Principal Distributable Amount for the Monthly Period preceding such Distribution Date, to the extent of funds available therefor. The final scheduled Distribution Date for the Certificates will be October 15, 1998.
Interest on the outstanding principal amount of the Notes accrues from October 21, 1993 or, from the most recent Distribution Date or Payment Date, as applicable, on which interest has been paid to but excluding the following Payment Date. The Class A-1 Notes received interest at the rate of 3.30 percent per annum. The Class A-2 Notes received interest at the rate of 3.25 percent per annum. The Class A-3 Notes received interest at the rate of 3.25 percent per annum. The Class A-4 Notes received interest at the rate of 3.30 percent per annum. The Class A-5 Notes received interest at the rate of 3.65 percent per annum.
The Class A-6 Notes bear interest at the rate of 4.60 percent per annum. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of 4.60 percent per annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a grantor trust, and therefore is not taxable as a corporation for federal income tax purposes. Each Noteholder and Certificate- holder, by the acceptance of a Note or Certificate, agrees to treat the Notes as indebtedness and the Certificates as equity interests in the Trust for federal, state and local income and franchise tax purposes.
NOTE 5. SUBSEQUENT EVENT
Effective February 23, 1996, the Board of Directors of GMAC Auto Receivables Corporation approved the merger of and authorized the execution of an Agreement and Plan of Merger by and between Capital Auto Receivables, Inc. and GMAC Auto Receivables Corporation. The separate corporate existence of GMAC Auto Receivables Corporation shall cease and Capital Auto Receivables, Inc. shall continue as the surviving corporation.
--------------------------
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CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1995 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 65.8 $ 14.4 $ 80.2
Second quarter ..................... 187.0 13.9 200.9
Third quarter ...................... 169.1 11.8 180.9
Fourth quarter ..................... 151.6 9.8 161.4 --------- -------- --------- Total ......................... $ 573.5 $ 49.9 $ 623.4 ========= ======== =========
1994 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
First quarter ...................... $ 303.1 $ 23.4 $ 326.5
Second quarter ..................... 405.1 21.3 426.4
Third quarter ...................... 238.8 17.9 256.7
Fourth quarter ..................... 213.0 15.9 228.9 --------- -------- --------- Total ......................... $ 1,160.0 $ 78.5 $ 1,238.5 ========= ======== =========
1993 Quarters Principal Interest Total - ------------------------------------ --------- -------- ----- (in millions of dollars)
Fourth quarter ..................... $ 66.2 $ 5.4 $ 71.6 ========= ======== =========
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PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K
(a) (1) FINANCIAL STATEMENTS.
Included in Part II, Item 8, of Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES.
All schedules have been omitted because they are not applicable or because the information called for is shown in the financial statements or notes thereto.
(a) (3) EXHIBITS (Included in Part II of this report).
-- Capital Auto Receivables Asset Trust 1992-1, Financial Statements for the Year Ended December 31, 1995.
-- Capital Auto Receivables Asset Trust 1993-1 Financial Statements for the Year Ended December 31, 1995.
-- Capital Auto Receivables Asset Trust 1993-2 Financial Statements for the Year Ended December 31, 1995.
-- Capital Auto Receivables Asset Trust 1993-3 Financial Statements for the Year Ended December 31, 1995.
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by any of the above-mentioned Owner Trusts during the fourth quarter ended December 31, 1995.
ITEMS 2, 3, 4, 5, 6, 9, 10, 11, 12 and 13 are not applicable and have been omitted.
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SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Trustees have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
by: Bankers Trust (Delaware) -------------------------------------- (Owner Trustee, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer.)
s\ Lillian Rancic --------------------------------- (Lillian Rancic, Assistant Treasurer)
Date: March 13, 1996 --------------
IV-2