ITEM 1. BUSINESS
Superior Wholesale Inventory Financing Trust I (the "Trust" or the "Issuer") was formed pursuant to a Trust Agreement, dated as of January 25, 1994, between Wholesale Auto Receivables Corporation and Citibank Delaware, as Owner Trustee. On January 25, 1994, the Trust issued Floating Rate Asset-Backed Certificates, Class A with an aggregate initial certificate balance of $132,000,000. On January 25, 1994, the Trust also issued Floating Rate Asset-Backed Term Notes, Series 1994-A in the aggregate principal amount of $1,250,000,000 and Floating Rate Asset-Backed Revolving Notes, Series 1994-RN1 with a specified maximum balance of $1,250,000,000 pursuant to an Indenture, as of January 25, 1994, between the Issuer and The Bank of New York, as Indenture Trustee.
Superior Wholesale Inventory Financing Trust II (the "Trust" or the "Issuer") was formed pursuant to a Trust Agreement, dated as of August 22, 1995, between Wholesale Auto Receivables Corporation and The Chase Manhattan Bank (USA), as Owner Trustee. On August 22, 1995, the Trust issued Floating Rate Asset-Backed Certificates, Class A with an aggregate initial certificate balance of $72,750,000. On August 22, 1995, the Trust also issued Floating Rate Asset-Backed Term Notes, Series 1995-A in the aggregate principal amount of $1,000,000,000 and Floating Rate Asset-Backed Revolving Notes, Series 1995-RN1 with a specified maximum balance of $1,000,000,000 pursuant to an Indenture, as of August 22, 1995, between the Issuer and The Bank of New York, as Indenture Trustee.
Superior Wholesale Inventory Financing Trust III (the "Trust" or the "Issuer") was formed pursuant to a Trust Agreement, dated as of April 11, 1996, between Wholesale Auto Receivables Corporation and The Chase Manhattan Bank (USA), as Owner Trustee. On April 11, 1996, the Trust issued Floating Rate Asset-Backed Certificates, Class A with an aggregate initial certificate balance of $79,000,000. On April 11, 1996, the Trust also issued Floating Rate Asset-Backed Term Notes, Series 1996-A in the aggregate principal amount of $500,000,000 and Floating Rate Asset-Backed Revolving Notes, Series 1996-RN1 and Series 1996-RN2 with a specified maximum balance of $1,000,000,000 and $500,000,000, respectively, pursuant to an Indenture, as of April 11, 1996, between the Issuer and The Bank of New York, as Indenture Trustee. On July 24, 1996, the Trust replaced the Floating Rate Asset-Backed Revolving Notes, Series 1996-RN1 and Series 1996-RN2 with Series 1996-RN3 and Series 1996-RN4 with a specified maximum balance of $631,000,000 and $869,000,000, respectively.
ITEM 7.
ITEM 7. 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 and Superior Wholesale Inventory Financing Trust III. 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.
Initial Date of Wholesale Sale and Finance 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 $ 850.3 Financing Notes 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
Superior April 11, 1996 $1,918.2 Term Notes $ 500.0 $ 79.0 Wholesale Inventory Revolving $1,339.2 Financing Notes Trust III
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.
II-1
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page - ----------- ------------------------------------------------- -----
-- Superior Wholesale Inventory Financing Trust I, Independent Auditors' Report, Financial Statements II-3 and Selected Quarterly Data for the year ended December 31, 1996.
-- Superior Wholesale Inventory Financing Trust II, Independent Auditors' Report, Financial Statements II-10 and Selected Quarterly Data for the year ended December 31, 1996.
-- Superior Wholesale Inventory Financing Trust III, Independent Auditors' Report, Financial Statements II-17 and Selected Quarterly Data for the period April 11, 1996 (inception) through December 31, 1996.
27.1 Financial Data Schedule for Superior Wholesale Inventory Financing Trust I (for SEC electronic -- filing purposes only).
27.2 Financial Data Schedule for Superior Wholesale Inventory Financing Trust II (for SEC electronic -- filing purposes only).
27.3 Financial Data Schedule for Superior Wholesale Inventory Financing Trust III (for SEC electronic -- filing purposes only).
II-2
INDEPENDENT AUDITORS' REPORT
March 3, 1997
The Superior Wholesale Inventory Financing Trust I, its Noteholders and Certificateholders, Wholesale Auto Receivables Corporation, Citibank Delaware, Owner Trustee, and The Bank of New York, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Superior Wholesale Inventory Financing Trust I as of December 31, 1996 and 1995, and the related Statement of Distributable Income for the years ended December 31, 1996 and 1995 and for the period January 25, 1994 (inception) through December 31, 1994. 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 Superior Wholesale Inventory Financing Trust I at December 31, 1996 and 1995, and its distributable income and distributions for the years ended December 31, 1996 and 1995 and the period January 25, 1994 (inception) through December 31, 1994, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP 600 Renaissance Center Detroit, Michigan 48243
II-3
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1996 1995 -------- -------- (in millions of dollars) ASSETS
Receivables (Note 2) .................... $2,241.7 $2,632.0 -------- --------
TOTAL ASSETS ............................ $2,241.7 $2,632.0 ======== ========
LIABILITIES (Notes 2 and 3)
Asset-Backed Term Notes ................. $1,250.0 $1,250.0
Asset-Backed Revolving Notes ............ 859.7 1,250.0 -------- -------- TOTAL LIABILITIES ....................... 2,109.7 2,500.0
EQUITY
Asset-Backed Certificates (Notes 2 and 3) 132.0 132.0 -------- --------
TOTAL LIABILITIES AND EQUITY ............ $2,241.7 $2,632.0 ======== ========
Reference should be made to the Notes to Financial Statements.
II-4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1996 1995 1994* ------ ------ ------ (in millions of dollars) Distributable Income
Allocable to Interest . . . . . . . . . . $136.3 $159.1 $ 85.0 ------ ------ ------
Distributable Income . . . . . . . . . . . $136.3 $159.1 $ 85.0 ====== ====== ======
Income Distributed . . . . . . . . . . . . $136.3 $159.1 $ 85.0 ====== ====== ======
* Represents the period January 25, 1994 (inception) through December 31, 1994.
Reference should be made to the Notes to Financial Statements.
II-5
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 basis 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. 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.
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 5.453% per annum from January 25, 1994 through December 15, 1996.
II-6
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS
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 5.687% per annum from January 25, 1994 through November 30, 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 5.753% per annum from January 25, 1994 through December 15, 1996.
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Trust is a party to an interest rate basis swap contract with an embedded interest rate floor to manage exposure to interest rate fluctuations. The interest rate basis swap, which relates to the Asset-Backed Term Notes and the Asset-Backed Certificates, is a contractual agreement between the Trust and GMAC to exchange floating interest rate payments (i.e. the Trust pays Prime and receives London Interbank Offering Rate (LIBOR) plus 185 basis points). The embedded floor, which relates to the Asset-Backed Revolving Notes, provides the Trust with monthly cash settlements from GMAC for an amount equal to the excess, if any, of the One Month LIBOR rate plus 150 basis points over the Prime rate.
Market risk is mitigated because the derivatives are used to hedge a portfolio of underlying debt and equity obligations. Credit risk of the instruments is limited to payments due from GMAC. If GMAC had defaulted, the potential cost to the Trust, if the positions were replaced at market rates in effect at December 31, 1996 and 1995, would have been as follows:
1996 1995 ------ ------ (in millions of dollars)
Interest Rate Basis Swap $( 2.0) $(14.5) Interest Rate Floor 0.0 0.1 ------ ------ $( 2.0) $(14.4) ====== ======
The notional amount of the interest rate basis swap including the embedded interest rate floor approximates the outstanding balance in the Asset-Backed Notes and Asset-Backed Certificates.
II-7
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS
NOTE 5. 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.
NOTE 6. SUBSEQUENT EVENTS
As of December 1, 1996, the Trust began its Wind Down Period. A portion of the unpaid principal of the Term Notes and Revolving Notes along with interest was paid on January 15, 1997. The remaining unpaid principal and interest for the Term Notes, Revolving Notes and Certificates were paid on the final distribution date of February 18, 1997.
II-8
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1996 Quarters Interest - ------------------------------------ -------- (in millions of dollars)
First quarter ...................... $ 39.3
Second quarter ..................... 35.3
Third quarter ...................... 31.1
Fourth quarter ..................... 30.6 ------- Total ......................... $ 136.3 =======
1995 Quarters Interest - ------------------------------------ -------- (in millions of dollars)
First quarter ...................... $ 38.3
Second quarter ..................... 42.7
Third quarter ...................... 40.0
Fourth quarter ..................... 38.1 ------- Total ......................... $ 159.1 =======
1994 Quarters Interest - ------------------------------------ -------- (in millions of dollars)
First quarter ...................... $ 9.6
Second quarter ..................... 24.4
Third quarter ...................... 25.1
Fourth quarter ..................... 25.9 ------- Total ......................... $ 85.0 =======
II-9
INDEPENDENT AUDITORS' REPORT
March 3, 1997
The Superior Wholesale Inventory Financing Trust II, its Noteholders and Certificateholders, Wholesale Auto Receivables Corporation, The Chase Manhattan Bank (USA), Owner Trustee, and The Bank of New York, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Superior Wholesale Inventory Financing Trust II as of December 31, 1996 and 1995, and the related Statement of Distributable Income for the year ended December 31, 1996 and the period August 22, 1995 (inception) through 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 audit.
We conducted our audit 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 audit provides 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 Superior Wholesale Inventory Financing Trust II at December 31, 1996 and 1995, and its distributable income and distributions for the year ended December 31, 1996 and the period August 22, 1995 (inception) through 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-10
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1996 1995 -------- -------- (in millions of dollars) ASSETS
Receivables (Note 2) .................... $2,017.2 $2,072.8 -------- --------
TOTAL ASSETS ............................ $2,017.2 $2,072.8 ======== ========
LIABILITIES (Notes 2 and 3)
Asset-Backed Term Notes ................. $1,000.0 $1,000.0
Asset-Backed Revolving Notes ............ 944.4 1,000.0 -------- --------
TOTAL LIABILITIES ....................... 1,944.4 2,000.0
EQUITY
Asset-Backed Certificates (Notes 2 and 3) 72.8 72.8 -------- --------
TOTAL LIABILITIES AND EQUITY ............ $2,017.2 $2,072.8 ======== ========
Reference should be made to the Notes to Financial Statements.
II-11
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1996 1995* ------ ------- (in millions of dollars) Distributable Income
Allocable to Interest . . . . . . . . . . $109.9 $ 36.2 ------ ------
Distributable Income . . . . . . . . . . . $109.9 $ 36.2 ====== ======
Income Distributed . . . . . . . . . . . . $109.9 $ 36.2 ====== ======
* Represents the period August 22, 1995 (inception) through December 31, 1995.
Reference should be made to the Notes to Financial Statements.
II-12
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 basis 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").
II-13
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
NOTES TO FINANCIAL STATEMENTS
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 5.708% per annum from August 22, 1995 through December 15, 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 5.873% per annum from August 22, 1995 through November 30, 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 5.878% per annum from August 22, 1995 through December 15, 1996.
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Trust is a party to an interest rate basis swap contract with an embedded interest rate floor and a termination option to manage exposure to interest rate fluctuations. The interest rate basis swap, which relates to the Asset-Backed Term Notes and the Asset-Backed Certificates, is a contractual agreement between the Trust and GMAC to exchange floating interest rate payments (i.e. the Trust pays Prime and receives London Interbank Offering Rate (LIBOR) plus 294 basis points). The embedded floor, which relates to the Asset-Backed Revolving Notes, provides the Trust with monthly cash settlements from GMAC for an amount equal to the excess, if any, of the One Month LIBOR rate plus 150 basis points over the Prime rate. In addition, the interest rate basis swap will terminate at the time the outstanding principal balance of the Revolving and Term Notes and the Certificates has been paid in full. In the event that GMAC gives notice that it has elected not to extend the revolving period of the sale transaction, the notional amount of the interest rate basis swap would amortize at the same rate as the outstanding balance of the related debt and equity obligations.
Market risk is mitigated because the derivatives are used to hedge a portfolio of underlying debt and equity obligations. Credit risk of the instruments is limited to payments due from GMAC. If GMAC had defaulted, the potential cost to the Trust, if the positions were replaced at market rates in effect at December 31, 1996 and 1995, would have been as follows:
II-14
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
NOTES TO FINANCIAL STATEMENTS
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (concluded)
1996 1995 ------ ------ (in millions of dollars)
Interest Rate Basis Swap $ 2.8 $ 4.5 Interest Rate Floor 0.6 0.1 Termination Option ( 3.8) ( 5.4) ------ ------ $( 0.4) $( 0.8) ====== ======
The notional amount of the interest rate basis swap including the embedded interest rate floor and termination option approximates the outstanding balance in the Asset-Backed Notes and Asset-Backed Certificates.
NOTE 5. 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.
II-15
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1996 Quarters Interest - ------------------------------------ -------- (in millions of dollars)
First quarter ...................... $ 30.8
Second quarter ..................... 28.5
Third quarter ...................... 25.6
Fourth quarter ..................... 25.0 ------- Total ......................... $ 109.9 =======
1995 Quarters Interest - ------------------------------------ --------- (in millions of dollars)
Third quarter ...................... $ 5.7
Fourth quarter ..................... 30.5 ------- Total ......................... $ 36.2 =======
II-16
INDEPENDENT AUDITORS' REPORT
March 3, 1997
The Superior Wholesale Inventory Financing Trust III, its Noteholders and Certificateholders, Wholesale Auto Receivables Corporation, The Chase Manhattan Bank (USA), Owner Trustee, and The Bank of New York, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Superior Wholesale Inventory Financing Trust III as of December 31, 1996, and the related Statement of Distributable Income for the period April 11, 1996 (inception) through December 31, 1996. 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 audit.
We conducted our audit 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 audit provides 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 Superior Wholesale Inventory Financing Trust III at December 31, 1996, and its distributable income and distributions for the period April 11, 1996 (inception) through December 31, 1996, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP 600 Renaissance Center Detroit, Michigan 48243
II-17
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 1996 ----------------- (in millions of dollars)
ASSETS
Receivables (Note 2) ................ $2,079.0 --------
TOTAL ASSETS ........................ $2,079.0 ========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ............. $ 500.0
Asset-Backed Revolving Notes ........ 1,500.0 -------- TOTAL LIABILITIES ................... 2,000.0
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 79.0 --------
TOTAL LIABILITIES AND EQUITY ........ $2,079.0 ========
Reference should be made to the Notes to Financial Statements.
II-18
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 1996* ------------------ (in millions of dollars) Distributable Income
Allocable to Interest . . . . . . . . . . $ 61.1 ------
Distributable Income . . . . . . . . . . . $ 61.1 ======
Income Distributed . . . . . . . . . . . . $ 61.1 ======
* Represents the period April 11, 1996(inception) through December 31, 1996.
Reference should be made to the Notes to Financial Statements.
II-19
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust III (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 April 11, 1996, the Trust 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 and Asset-Backed Certificates representing equity interests in the Trust. The Asset-Backed Notes include $500.0 million Floating Rate Term Notes and $1,339.2 million Floating Rate Revolving Notes ($839.2 million Revolving Notes, Series 1996-RN1 and $500.0 million Revolving Notes, Series 1996-RN2). The Asset-Backed Certificates totaled $79.0 million. On July 24, 1996, the Trust issued $278.7 million Revolving Notes, Series 1996-RN3 replacing the $647.7 million Revolving Notes, Series 1996-RN1 and issued $869.0 million Revolving Notes, Series 1996-RN4 replacing the $500.0 million Revolving Notes, Series 1996-RN2 (collectively, the "Revolving Notes"). No additional equity certificates were issued for this transaction. 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 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 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 will be payable on March 15, 2001 and the then-unpaid principal balance of the Revolving Notes and Certificates will be payable on April 15, 2003.
Payments of interest on the Revolving Notes, Series 1996-RN3 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 May 15, 1996 (the "Initial Distribution Date"). Payments of interest on the Term 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. Payments of interest on the Revolving Notes, Series 1996-RN4 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.
II-20
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
The Term Notes' interest rate equals an average of the Federal Funds Weekly Rate plus 26 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 5.541% per annum from April 11, 1996 through December 15, 1996.
The Revolving Notes', Series 1996-RN1 interest rate equals LIBOR plus 32 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 5.771% per annum from April 11, 1996 through July 23, 1996.
The Revolving Notes', Series 1996-RN2 interest rate equals 3-Month LIBOR plus 29 basis points per annum for each Distribution Date. Interest on the Revolving Notes accrue for the three Collection Periods (three calendar months) immediately preceding each Distribution Date. The Revolving Noteholders received interest at a weighted average rate of 5.781% per annum from April 11, 1996 through July 23, 1996.
The Revolving Notes', Series 1996-RN3 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 5.704% per annum from July 24, 1996 through November 30, 1996.
The Revolving Notes', Series 1996-RN4 interest rate equals 3-Month LIBOR plus 26 basis points per annum for each Distribution Date. Interest on the Revolving Notes accrue for the three Collection Periods (three calendar months) immediately preceding each Distribution Date. The Revolving Noteholders accrued interest at a weighted average rate of 5.885% per annum from July 24, 1996 through November 30, 1996.
The Certificates' interest rate equals LIBOR plus 33 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 5.772% per annum from April 11, 1996 through December 15, 1996.
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Trust is a party to interest rate basis swap contracts with an embedded termination option to manage exposure to interest rate fluctuations. The interest rate basis swaps, which relates to the Asset-Backed Term Notes, Asset-Backed Certificates, Asset-Backed Revolving Notes, Series 1996-RN3 and the Asset-Backed Revolving Notes, Series 1996-RN4, is a contractual agreement between the Trust and GMAC to exchange floating interest rate payments (i.e. the Trust pays Prime and receives London Interbank Offering Rate (LIBOR) plus
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SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
NOTES TO FINANCIAL STATEMENTS
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (concluded)
265 basis points, 272 basis points, 278 basis points, and 279 basis points, respectively). In addition, the interest rate basis swaps will terminate at the time the outstanding principal balance of the Revolving and Term Notes and the Certificates has been paid in full. In the event that GMAC gives notice that it has elected not to extend the revolving period of the sale transaction, the notional amount of the interest rate basis swaps would amortize at the same rate as the outstanding balance of the related debt and equity obligations.
Market risk is mitigated because the derivatives are used to hedge a portfolio of underlying debt and equity obligations. Credit risk of the instruments is limited to payments due from GMAC. The Trust would have been in a net receivable postion at December 31, 1996, as follows: ------ (in millions of dollars)
Interest Rate Basis Swaps $ 9.3 Termination Option ( 9.0) ------ $ 0.3 ======
The notional amount of the interest rate basis swaps including the embedded interest rate floor approximates the outstanding balance in the Asset-Backed Notes and Asset-Backed Certificates.
NOTE 5. 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.
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SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1996 Quarters Interest - ------------------------------------ -------- (in millions of dollars)
Second quarter ..................... $ 12.6
Third quarter ...................... 23.4
Fourth quarter ..................... 25.1 ------- Total ......................... $ 61.1 =======
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PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(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).
-- Superior Wholesale Inventory Financing Trust I Financial Statements for the year ended December 31, 1996.
-- Superior Wholesale Inventory Financing Trust II Financial Statements for the year ended December 31, 1996.
-- Superior Wholesale Inventory Financing Trust III Financial Statements for the period April 11, 1996 (inception) through December 31, 1996.
27.1 Financial Data Schedule for Superior Wholesale Inventory Financing Trust I (for SEC electronic filing purposes only).
27.2 Financial Data Schedule for Superior Wholesale Inventory Financing Trust II (for SEC electronic filing purposes only).
27.3 Financial Data Schedule for Superior Wholesale Inventory Financing Trust III (for SEC electronic filing purposes only).
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by the above-mentioned Trusts during the fourth quarter ended December 31, 1996.
ITEMS 2, 3, 4, 5, 6, 9, 10, 11, 12 and 13 are not applicable and have been omitted.
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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
Date: MARCH 13, 1997 --------------
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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 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 Cashin ----------------------------- Second Vice President
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST III
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 Cashin ----------------------------- Second Vice President
Date: MARCH 13, 1997 --------------
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