ITEM 1. BUSINESS
Each Capital Auto Receivables Asset Trust, (the "Trusts") was formed pursuant to a Trust Agreement, between Capital Auto Receivables, Inc. (the "Seller") and Bankers Trust (Delaware), as Owner Trustee. The Trusts have issued Asset-Backed Notes (the "Notes"). The Notes are issued and secured pursuant to Indentures between the related Trust and Bank One, National Association as Indenture Trustee. Each Trust has also issued Asset-Backed Certificates. For further information, refer to the Prospectus Supplements dated January 9, 2001 and June 14, 2001.
CAPITAL AUTO RECEIVABLES ASSET TRUST --------------------------------------- CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2
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. The Trusts 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 equity interests in the respective Trust. Each Trust's property includes a pool of retail instalment sale contracts secured by new automobiles and light trucks, certain monies due thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property.
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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ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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INDEPENDENT AUDITORS' REPORT
The Capital Auto Receivables Asset Trust 2001-1, its Certificateholders, Capital Auto Receivables, Inc., and Bankers Trust (Delaware), Owner Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2001-1 as of December 31, 2001, and the related Statement of Distributable Income for the period January 17, 2001 (date of inception) to December 31, 2001. 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 auditing standards generally accepted in the United States of America. 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 were prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2001-1 at December 31, 2001, and its distributable income for the period January 17, 2001 (date of inception) to December 31, 2001, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP Detroit, Michigan 48243
March 11, 2002
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 2001 ------------------------ (in millions of dollars) ASSETS
Receivables-(Discounted) (Note 2)................... $ 2,084.4 ------------ TOTAL ASSETS........................................ $ 2,084.4 ============
LIABILITIES AND EQUITY (Notes 2 AND 3)
Asset-Backed Notes.................................. $ 2,021.9
Asset-Backed Certificates (Equity).................. 62.5 ------------ TOTAL LIABILITIES AND EQUITY........................ $ 2,084.4 ============
Reference should be made to the Notes to Financial Statements.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 2001* ----------------------------- (in millions of dollars) Distributable Income
Allocable to Principal
Asset-Backed Notes.......................... $ 964.7
Asset-Backed Certificates (Equity).......... 29.9 -------- Total Principal ............................ $ 994.6 --------
Allocable to Interest
Asset-Backed Notes ......................... $ 112.7
Asset-Backed Certificates (Equity).......... 4.1 -------- Total Interest.............................. $ 116.8 --------
Distributable Income .............................. $1,111.4 ========
Income Distributed ................................ $1,111.4 ========
*Represents the period January 17, 2001 (inception) through December 31, 2001.
Reference should be made to the Notes to Financial Statements.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 2001-1 (the "Trust") are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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"). Capitalized terms are defined in the prospectus dated January 9, 2001.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust's financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps are reflected in the cash flows shown in the Statement of Distributable Income.
NOTE 2. SALE OF NOTES AND CERTIFICATES
On January 17, 2001, the Trust acquired retail finance receivables aggregating approximately $3,079.0 million, which included a discount of $321.0 million from the Seller in exchange for six classes of Asset-Backed Notes representing indebtedness of the Trust of $617.0 million Class A-1; $526.0 million Class A-2; $429.0 million Class A-3; $471.0 million Class A-4; $250.6 million Class A-5; $693.0 million Initial Variable Pay Revolving Note; and $92.4 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sale contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance declines to 10% or less of the aggregate amount financed.
NOTE 3: PRINCIPAL AND INTEREST PAYMENTS
Payments of interest on the Class A Notes, the Initial Variable Pay Revolving Note and the Certificates will be made on the fifteenth day of each month, or, if any such day is not a Business Day, on the next succeeding Business Day, commencing February 15, 2001 (each a "Distribution Date"). In general, no principal payments will be made on any class of the Class A Notes until its Targeted Final Distribution Date. On the Targeted Final Distribution Date for each class of Class A Notes, the Trust will pay the entire principal balance of that class of Class A Notes, to the extent of funds available therefor. On the Targeted Final Distribution Date for a class of Class A Notes, the proceeds from any incremental advances under the Variable Pay Revolving Note will also be available to make principal payments. The Targeted Final Distribution Dates for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Notes are as follows, respectively: July 2001, January 2002, July 2002, January 2003 and January 2004.
Amounts available to pay principal on the Class A Notes on each Distribution Date that is not a Targeted Final Distribution Date for a class of Class A Notes will be applied to make principal payments on the Variable Pay Revolving Note and distributions of Certificate Balance, pro rata, based on the outstanding amount of the Notes and Certificates, to the extent of funds available therefor. Payments of principal on the Variable Pay Revolving Note on the Targeted Final Distribution Dates for each class of Class A Notes will also be applied to the extent of funds available therefor. The Final Scheduled Distribution Date for the Variable Pay Revolving Note will occur on the Distribution Date in July 2006.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
On each Distribution Date, Certificateholders will receive, in respect of the Certificate Balance, an amount equal to the Certificateholders' Principal Distributable Amount, a pro rata portion based on the outstanding amount of the Notes and Certificates, to the extent of funds available therefor. The Final Scheduled Distribution Date for the Certificates will occur on the Distribution Date in July 2006.
Interest on the outstanding principal amount of the Notes accrues from January 17, 2001 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Note recieves interest at the rate of 5.46% per annum. The Class A-2 Notes receive interest at the rate of 5.34% per annum. The Class A-3 Notes receive interest at the rate of 5.33% per annum. The Class A-4 Notes receive interest at the rate of one Month London Interbank Offer Rate "LIBOR" plus 0.07% per annum. The Class A-5 Notes receive interest at the rate of one Month LIBOR plus 0.08% per annum. The Initial Variable Pay Revolving Note receives interest at the rate of one Month LIBOR plus 0.11% per annum. Interest on Class A-1 Note, Class A-4 Notes, Class A-5 Notes and the Initial Variable Pay Revolving Note is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on Class A-2 Notes and Class A-3 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of 5.80% per annum on the outstanding Certificate Balance and calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Class A-4 Noteholders, Class A-5 Noteholders and the Initial Variable Pay Revolving Noteholder received interest at a weighted average rate as follows, respectively: 4.16% per annum, 4.17% per annum, and 4.25% per annum from January 17, 2001 through December 17, 2001.
On July 16, 2001, the Trust advanced $617.0 million under the Variable Pay Revolving Note for the full payment of the Class A-1 Note.
NOTE 4. FEDERAL INCOME TAX
The Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a partnership for federal income tax purposes. Each Noteholder, by the acceptance of a Note, agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. Each Certificateholder, by the acceptance of a Certificate, agrees to treat the Certificates as equity interests in the trust for federal, state, and local income and franchise tax purposes. A portion of the Certificates were issued to the Seller on the Closing Date.
NOTE 5. SUBSEQUENT EVENTS
On January 15, 2002, the Trust advanced $526.0 million under the Variable Pay Revolving Note for the full payment of the Class A-2 Notes.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
2001 Quarters Principal Interest Total ---------------------------------- ----------- ---------- --------- (in millions of dollars) First quarter*................... $ 172.6 $ 27.2 $ 199.8
Second quarter................... 268.1 37.1 305.2
Third quarter.................... 272.1 30.0 302.1
Fourth quarter................... 281.8 22.5 304.3 ------- -------- --------
Total................... $ 994.6 $ 116.8 $1,111.4 ======= ========== ========
*Represents the period January 17, 2001 (inception) through March 31, 2001.
II-8
INDEPENDENT AUDITORS' REPORT
The Capital Auto Receivables Asset Trust 2001-2, its Certificateholders, Capital Auto Receivables, Inc., and Bankers Trust (Delaware), Owner Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of the Capital Auto Receivables Asset Trust 2001-2 as of December 31, 2001, and the related Statement of Distributable Income for the period June 26, 2001 (date of inception) to December 31, 2001. 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 auditing standards generally accepted in the United States of America. 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 were prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.
In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Capital Auto Receivables Asset Trust 2001-2 at December 31, 2001, and its distributable income for the period June 26, 2001 (date of inception) to December 31, 2001, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP - ------------------------ Deloitte & Touche LLP Detroit, Michigan 48243
March 11, 2002
II-9
CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 2001 ------------------------ (in millions of dollars) ASSETS
Receivables-(Discounted) (Note 2).................... $ 1,741.3 ------------- TOTAL ASSETS......................................... $ 1,741.3 =============
LIABILITIES AND EQUITY (Notes 2 AND 3)
Asset-Backed Notes................................... $ 1,689.0
Asset-Backed Certificates (Equity)................... 52.3 ------------- TOTAL LIABILITIES AND EQUITY......................... $ 1,741.3 =============
Reference should be made to the Notes to Financial Statements.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31, 2001* ------------------------------ (in millions of dollars) Distributable Income
Allocable to Principal
Asset-Backed Notes..................... $398.6
Asset-Backed Certificates (Equity)..... 12.3 ------ Total Principal ....................... $410.9 ------
Allocable to Interest
Asset-Backed Notes .................... $ 33.9
Asset-Backed Certificates (Equity)..... 1.0 ------ Total Interest......................... $ 34.9 ------
Distributable Income ......................... $445.8 ======
Income Distributed ........................... $445.8 ======
*Represents the period June 26, 2001 (inception) through December 31, 2001.
Reference should be made to the Notes to Financial Statements.
II-11
CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2 NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 2001-2 (the "Trust") are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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"). Capitalized terms are defined in the prospectus dated June 14, 2001.
The Trust uses interest rate swaps to alter its interest rate exposure. The swaps are executed as an integral element of a specific investment transaction. As the Trust's financial statements are prepared on the basis of cash receipts and cash disbursements, the impact of the interest rate swaps are reflected in the cash flows shown in the Statement of Distributable Income.
NOTE 2. SALE OF NOTES AND CERTIFICATES
On June 26, 2001, the Trust acquired retail finance receivables aggregating approximately $2,152.2 million, which included a discount of $147.8 million from the Seller in exchange for five classes of Asset-Backed Notes representing indebtedness of the Trust of $447.0 million Class A-1; $680.0 million Class A-2; $385.0 million Class A-3; $150.6 million Class A-4; $425.0 million Initial Variable Pay Revolving Note; and $64.6 million of Asset-Backed Certificates representing equity interests in the Trust. The Trust property includes a pool of retail instalment sale contracts for new automobiles and light trucks, monies due or received thereunder, security interests in the vehicles financed thereby, interest rate swaps and certain other property. The Servicer has the option to repurchase the remaining receivables as of the last day of any month on or after which the principal balance declines to 10% or less of the aggregate amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest on the Class A Notes, the Initial Variable Pay Revolving Note and Certificates will be made on the fifteenth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, commencing July 16, 2001 (each a "Distribution Date"). In general, no principal payments will be made on any class of Class A Notes until its Targeted Final Distribution Date. On the Targeted Final Distribution Date for each class of Class A Notes, the Trust will pay the entire principal balance of that class of Class A Notes, to the extent of funds available therefor. On the Targeted Final Distribution Date for a class of Class A Notes, the proceeds from any incremental advances under the Variable Pay Revolving Note will also be available to make principal payments. The Targeted Final Distribution Dates for the Class A-1, Class A-2, Class A-3, and Class A-4 are as follows, respectively: December 2001, June 2002, June 2003, and June 2004.
Amounts available to pay principal on the Class A Notes on each Distribution Date that is not a Targeted Final Distribution Date for a class of Class A Notes will be applied to make principal payments on the Variable Pay Revolving Note and distributions of Certificate Balance, pro rata, based on the outstanding amount of the Notes and Certificates, to the extent of funds available therefor. Payments of principal on the Variable Pay Revolving Note on the Targeted Final Distribution Dates for each class of Class A Notes will also be applied to the extent of funds available therefor. The Final Scheduled Distribution Date for the Variable Pay Revolving Note will occur on the Distribution Date in December 2006.
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CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2 NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
On each Distribution Date, Certificateholders will receive, in respect of the Certificate Balance, an amount equal to the Certificateholders' Principal Distributable Amount, a pro rata portion based on the outstanding amount of the Notes and Certificates, to the extent of funds available therefor. The Final Scheduled Distribution Date for the Certificates will occur on the Distribution Date in December 2006.
Interest on the outstanding principal amount of the Notes accrues from June 26, 2001 or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date. The Class A-1 Note receives interest at the rate of one Month London Interbank Offer Rate "LIBOR" plus 0.06% per annum. The Class A-2 Notes receive interest at the rate of one Month LIBOR plus 0.04% per annum. The Class A-3 Notes receive interest at the rate of 4.60% per annum. The Class A-4 Notes receive interest at the rate of 5.00% per annum. The Initial Variable Pay Revolving Note receives interest at the rate of one Month LIBOR plus 0.11% per annum. Interest on Class A-1 Note, Class A-2 Notes and the Initial Variable Pay Revolving Note is calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year. Interest on Class A-3 Notes and Class A-4 Notes is calculated on the basis of a 360-day year consisting of twelve 30-day months. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of one Month LIBOR plus 0.35% per annum on the outstanding Certificate Balance and calculated on the basis of actual days elapsed during the period for which interest is payable and a 360-day year.
The Class A-1 Noteholder, Class A-2 Noteholders, Initial Variable Pay Revolving Noteholder and Certificateholders received interest at a weighted average rate as follows, respectively: 3.24% per annum, 3.22% per annum, 3.56% per annum, and 3.57% per annum from June 26, 2001 through December 17, 2001
On December 17, 2001, the Trust advanced $447.0 million under the Variable Pay Revolving Note for the full payment of the Class A-1 Note.
NOTE 4. FEDERAL INCOME TAX
The Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but will be classified as a partnership for federal income tax purposes. Each Noteholder, by the acceptance of a Note, agrees to treat the Notes as indebtedness in the Trust for federal, state and local income and franchise tax purposes. Each Certificateholder, by the acceptance of a Certificate, agrees to treat the Certificates as equity interests in the trust for federal, state and local income and franchise tax purposes. A portion of the Certificates were issued to the Seller on the Closing Date.
II-13
CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
2001 Quarters Principal Interest Total ----------------------------------- ----------- ---------- ---------- (in millions of dollars) First quarter................... $ 0.0 $ 0.0 $ 0.0
Second quarter.................. 0.0 0.0 0.0
Third quarter*.................. 201.1 19.2 220.3
Fourth quarter.................. 209.8 15.7 225.5 ------- ------- --------
Total.................. $ 410.9 $ 34.9 $ 445.8 ======= ======= ========
*Represents the period June 26, 2001 (inception) through September 30, 2001.
II-14
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 2001-1, Financial Statements for the period January 17, 2001 (inception) through December 31, 2001.
-- Capital Auto Receivables Asset Trust 2001-2, Financial Statements for the period June 26, 2001 (inception) through December 31, 2001.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K have been filed by Capital Auto Receivables Asset Trust 2001-1 or Capital Auto Receivables Asset Trust 2001-2 during the fourth Quarter ended December 31,2001.
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 Owner Trustee has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-2
by: Bankers Trust (Delaware) ---------------------------------------- (Owner Trustee, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer.)
s\ JENNA KAUFMAN --------------------------------------- (Jenna Kaufman, Vice President)
Date: March 28, 2002 --------------