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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 333-81615
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ANRC AUTO OWNER TRUST 1999-A
ANRC AUTO OWNER TRUST 2000-A
ANRC AUTO OWNER TRUST 2001-A
(AUTONATION RECEIVABLES CORPORATION)
(Originator of the Trusts described herein)
(Exact name of registrant as specified in its charter)
Delaware 65-092-9038
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
110 S.E. 6th Street, Fort Lauderdale, Florida 33301
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 769-7000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |_| No |X|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|
State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: NOT APPLICABLE
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PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
ANRC Auto Owner Trust 1999-A
ANRC Auto Owner Trust 1999-A (the "1999 Trust") was formed on October 1,
1999 pursuant to an Owner Trust Agreement between AutoNation Receivables
Corporation, as depositor (the "Depositor"), and The Bank of New York
(Delaware), as owner trustee (the "Owner Trustee"). Pursuant to an Amended and
Restated Owner Trust Agreement, dated as of October 1, 1999, between the
Depositor and the Owner Trustee, the 1999 Trust issued a certificate evidencing
an interest in the trust property (the "1999 Certificate"). The 1999 Certificate
is held by the Depositor.
Pursuant to an Indenture, dated as of October 1, 1999, between the 1999
Trust, as issuer, and The Chase Manhattan Bank (now JP Morgan Chase Bank), as
indenture trustee (the "Indenture Trustee"), the 1999 Trust issued asset-backed
notes consisting of $125,000,000 6.16625% Class A-1 Asset-Backed Notes,
$314,000,000 6.54% Class A-2 Asset-Backed Notes, $196,000,000 6.75% Class A-3
Asset-Backed Notes and $151,800,000 6.94% Class A-4 Asset Backed Notes
(collectively, the "1999 Notes"). The 1999 Notes were registered and publicly
offered and sold.
The assets of the 1999 Trust primarily include a pool of motor vehicle
retail installment sale contracts secured by new and used automobiles and
light-duty trucks. The 1999 Trust's business activities include acquiring and
holding the assets of the 1999 Trust and distributing payments on the 1999 Notes
and the 1999 Certificate.
Pursuant to a Sale and Servicing Agreement, dated as of October 1, 1999,
among the 1999 Trust, the Depositor, AutoNation Financial Services Corp.
("ANFS") and the Indenture Trustee, ANFS administers and services the 1999
Trust's pool of motor vehicle retail installment contracts.
The following tables set forth the number and aggregate principal amount of
delinquent receivables, the delinquency ratio and the aggregate net losses of
the 1999 Trust as of December 31, 2002:
1999 Trust Delinquent Contracts:
- --------------------------------
Contracts Amount
--------- ------
(i) 30-59 days 678 $ 3,795,960.60
(ii) 60-89 days 137 $ 770,106.07
(iii) 90 days or more 39 $ 232,035.24
--- --------------
854 $ 4,798,101.91
1999 Trust Delinquent Ratio:
- ----------------------------
Amount
------
(i) Delinquent Balance $ 4,798,101.91
(ii) Total Pool Balance $ 96,777,695.55
(iii) Delinquency Ratio 4.96%
1999 Trust Aggregate Net Losses:
- --------------------------------
Amount
------
(i) Cumulative Net Losses $ 23,113,668.70
(ii) Original Portfolio $ 794,746,210.70
(iii) Aggregate Loss Ratio 2.91%
ANRC Auto Owner Trust 2000-A
ANRC Auto Owner Trust 2000-A (the "2000 Trust") was formed on August 8,
2000 pursuant to a Trust Agreement between the Depositor and the Owner Trustee.
Pursuant to an Amended and Restated Owner Trust Agreement, dated as of August
10, 2000, between the Depositor and the Owner Trustee, the 2000 Trust issued a
certificate evidencing an interest in the trust property (the "2000
Certificate"). The 2000 Certificate is held by the Depositor.
Pursuant to an Indenture, dated as of August 10, 2000, between the 2000
Trust, as issuer, and the Indenture Trustee, the 2000 Trust issued asset-backed
notes consisting of $167,692,000 6.72462% Class A-1 Asset-Backed Notes,
$227,084,000 7.00% Class A-2 Asset-Backed Notes, $196,340,000 7.06% Class A-3
Asset-Backed Notes and $100,615,000 7.15% Class A-4 Asset Backed Notes
(collectively, the "2000 Notes"). The 2000 Notes were registered and publicly
offered and sold.
The assets of the 2000 Trust primarily include a pool of motor vehicle
retail installment sale contracts secured by new and used automobiles and
light-duty trucks. The 2000 Trust's business activities include acquiring and
holding the assets of the 2000 Trust and distributing payments on the 2000 Notes
and the 2000 Certificate.
Pursuant to a Sale and Servicing Agreement, dated as of August 10, 2000,
among the 2000 Trust, the Depositor, ANFS and the Indenture Trustee, ANFS
administers and services the 2000 Trust's pool of motor vehicle retail
installment contracts.
The following tables set forth the number and aggregate principal amount of
delinquent receivables, the delinquency ratio and the aggregate net losses of
the 2000 Trust as of December 31, 2002:
2000 Trust Delinquent Contracts:
- --------------------------------
Contracts Amount
--------- ------
(i) 30-59 days 757 $ 5,234,931.56
(ii) 60-89 days 139 $ 889,687.53
(iii) 90 days or more 46 $ 366,785.27
--- --------------
942 $ 6,491,404.36
2000 Trust Delinquent Ratio:
- ----------------------------
Amount
------
(i) Delinquent Balance $ 6,491,404.36
(ii) Total Pool Balance $ 147,392,288.32
(iii) Delinquency Ratio 4.40%
2000 Trust Aggregate Net Losses:
- --------------------------------
Amount
------
(i) Cumulative Net Losses $ 20,535,430.35
(ii) Original Portfolio $698,718,463.75
(iii) Aggregate Loss Ratio 2.94%
ANRC Auto Owner Trust 2001-A
ANRC Auto Owner Trust 2001-A (the "2001 Trust") was formed on September 10,
2001 pursuant to a Trust Agreement between the Depositor and the Owner Trustee.
Pursuant to an Amended and Restated Owner Trust Agreement, dated as of September
28, 2001, between the Depositor and the Owner Trustee, the 2001 Trust issued a
certificate evidencing an interest in the trust property (the "2001
Certificate"). The 2001 Certificate is held by the Depositor.
Pursuant to an Indenture, dated as of September 28, 2001, between the 2001
Trust, as issuer, and the Indenture Trustee, the 2001 Trust issued asset-backed
notes consisting of $210,000,000 2.57875% Class A-1 Asset-Backed Notes,
$210,000,000 3.03% Class A-2 Asset-Backed Notes, $267,000,000 3.76% Class A-3
Asset-Backed Notes and $163,000,000 4.32% Class A-4 Asset Backed Notes
(collectively, the "2001 Notes"). The 2001 Notes were registered and publicly
offered and sold.
The assets of the 2001 Trust primarily include a pool of motor vehicle
retail installment sale contracts secured by new and used automobiles and
light-duty trucks. The 2001 Trust's business activities include acquiring and
holding the assets of the 2001 Trust and distributing payments on the 2001 Notes
and the 2001 Certificate.
Pursuant to a Sale and Servicing Agreement, dated as of September 28, 2001,
among the 2001 Trust, the Depositor, ANFS and the Indenture Trustee, ANFS
administers and services the 2001 Trust's pool of motor vehicle retail
installment contracts.
The following tables set forth the number and aggregate principal amount of
delinquent receivables, the delinquency ratio and the aggregate net losses of
the 2001 Trust as of December 31, 2002:
2001 Trust Delinquent Contracts:
- --------------------------------
Contracts Amount
--------- ------
(i) 30-59 days 1138 $ 12,141,430.58
(ii) 60-89 days 238 $ 2,693,279.88
(iii) 90 days or more 67 $ 769,083.74
---- -------------
1443 $ 15,603,794.20
2001 Trust Delinquent Ratio:
- ----------------------------
Amount
------
(i) Delinquent Balance $ 15,603,794.20
(ii) Total Pool Balance $ 440,400,231.87
(iii) Delinquency Ratio 3.54%
2001 Trust Aggregate Net Losses:
- --------------------------------
Amount
------
(i) Cumulative Net Losses $ 16,650,243.53
(ii) Original Portfolio $ 858,585,858.59
(iii) Aggregate Loss Ratio 1.94%
ITEM 3. LEGAL PROCEEDINGS
There is nothing to report with regard to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There is nothing to report with regard to this item.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
To the knowledge of the Depositor, there is no established public trading
market for the 1999 Certificate, the 2000 Certificate or the 2001 Certificate
(collectively the "Certificates"). To the knowledge of the Depositor, the 1999
Notes, the 2000 Notes and the 2001 Notes (collectively, the "Notes") are traded
in the over-the-counter market to a limited extent.
The holder of record of the Certificates as of December 31, 2002 was the
Depositor.
The holder of record of all the Notes as of December 31, 2002 was Cede &
Co., the
nominee of The Depository Trust Company ("DTC") in the United States. An
investor holding Notes is not entitled to receive a physical certificate
representing such Notes except in limited circumstances. Accordingly, Cede & Co.
is the sole holder of record of the Notes, which it holds on behalf of brokers,
dealers, banks and other participants in the DTC system. Such participants may
hold Notes for their own accounts or for the accounts of their customers. The
address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
55 Water Street 49th Floor
New York, New York 10041-0099
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not applicable.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Effective as of May 31, 2002, AutoNation, Inc. ("AutoNation"), parent of
ANFS, the servicer to the 1999 Trust, the 2000 Trust and the 2001 Trust (the
"Trusts"), appointed Deloitte & Touche LLP ("D&T") as the new independent public
accountant to the Trusts. Effective as of May 30, 2002, AutoNation dismissed
Arthur Andersen LLP ("Andersen") as the Trusts' independent public accountant.
This change in independent public accountant was approved by the Board of
Directors of AutoNation. The change resulted from an evaluation process
undertaken by AutoNation to identify a new independent public accountant in
light of the well-publicized challenges then confronting Andersen.
During ANFS's two most recent fiscal years and through the date of
dismissal, there were no disagreements between ANFS and Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, with respect to the Trusts which disagreements, if
not resolved to Andersen's satisfaction, would have caused Andersen to make
reference to the subject matter of the disagreement in connection with its
"agreed upon
procedures" reports delivered to ANFS.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within each of the Trusts' two most recent fiscal years
and through the date hereof.
During ANFS's two most recent fiscal years and through May 31, 2002, ANFS
did not consult with D&T with respect to any of the Trusts regarding any of the
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The Depositor is the owner of each of the Certificates.
The records of DTC indicate that as of December 31, 2002, there were the
following participants with more than 5% of each class of the 1999 Notes:
Name of Participant Original Certificate Principal % of Class
Balance
- ----------------------------------------------------------------------------------------------------------------
Class A-4 Pershing LLC Securities Corporation $ 8,895,000 5.86%
1 Pershing Plaza
Jersey City, NJ, 07399
The Bank of New York $ 27,490,000 18.11%
One Wall Street
New York, NY 10286
JP Morgan Chase Bank $ 49,955,000 32.91%
14201 Dallas Parkway
Dallas, TX 15254
Citibank, N.A. $ 27,000,000 17.79%
3800 Citibank Center B3-15
Tampa, FL 33610
State Street Bank and Trust Company $ 16,640,000 10.96%
1776 Heritage Drive, Global Corporate
Action Unit JAB 5NW
North Quincy, MA 02171
- ----------------------------------------------------------------------------------------------------------------
The records of DTC indicate that as of December 31, 2002, there were the
following participants with more than 5% of each class of the 2000 Notes:
Name of Participant Original Certificate Principal % of Class
Balance
- ----------------------------------------------------------------------------------------------------------------
Class A-3 The Bank of New York $ 23,000,000 11.71%
One Wall Street
New York, NY 10286
JP Morgan Chase Bank $ 57,100,000 29.08%
14201 Dallas Parkway
Dallas, TX 15254
Deutsch Bank Trust Company Americas $ 20,000,000 10.19%
648 Grassmere Park Road
Nashville, TN 37211
Citibank, N.A. $ 10,000,000 5.09%
3800 Citibank Center B3-15
Tampa, FL 33610
Boston Safe Deposit and Trust Company $ 34,585,000 17.61%
Mellon Trust
525 William Penn Place, Ste 3148
Pittsburgh, PA 15259
State Street Bank and Trust Company $ 35,600,000 18.13%
1776 Heritage Drive, Global Corporate
Action Unit JAB 5NW
North Quincy, MA 02171
- ----------------------------------------------------------------------------------------------------------------
Class A-4 The Bank of New York $ 35,000,000 34.79%
One Wall Street
New York, NY 10286
JP Morgan Chase Bank $ 5,515,000 5.48%
14201 Dallas Parkway
Dallas, TX 15254
State Street Bank and Trust Company $ 31,000,000 30.81%
1776 Heritage Drive, Global Corporate
Action Unit JAB 5NW
North Quincy, MA 02171
The Northern Trust Company $ 7,050,000 7.01%
801 South Canal C-IN
Chicago, IL 60607
Merrill Lynch, Pierce Fenner & Smith $ 14,000,000 13.91%
4 Corporate Place
Piscataway, NJ 08854
- ----------------------------------------------------------------------------------------------------------------
The records of DTC indicate that as of December 31, 2002, there were
the following participants with more than 5% of each class of the 2001 Notes:
Name of Participant Original Certificate % of Class
Principal Balance
- ------------------------------------------------------------------------------------------
Class A-2 The Bank of New York $ 13,400,000 6.38%
One Wall Street
New York, NY 10286
JP Morgan Chase Bank $ 63,000,000 30.00%
14201 Dallas Parkway
Dallas, TX 15254
Boston Safe Deposit and Trust Company $ 83,600,000 39.81%
Mellon Trust
525 William Penn Place, Ste 3148
Pittsburgh, PA 15259
State Street Bank and Trust Company $ 20,000,000 9.52%
1776 Heritage Drive, Global Corporate
Action Unit JAB 5NW
North Quincy, MA 02171
HSBC Bank & Trust Company (Delaware) $ 20,000,000 9.52%
1201 Market Street, Suite 100
Wilmington, DE 19801
- ------------------------------------------------------------------------------------------
Class A-3 The Bank of New York $ 95,850,000 35.90%
One Wall Street
New York, NY 10286
JP Morgan Chase Bank $103,000,000 38.58%
14201 Dallas Parkway
Dallas, TX 15254
State Street Bank and Trust Company $ 36,300,000 13.60%
1776 Heritage Drive, Global Corporate
Action Unit JAB 5NW
North Quincy, MA 02171
- ------------------------------------------------------------------------------------------
Class A-4 JP Morgan Chase Bank $ 14,515,000 8.90%
14201 Dallas Parkway
Dallas, TX 15254
Deutsch Bank Trust Company Americas $ 14,000,000 8.59%
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit and Trust Company $ 35,780,000 21.95%
Mellon Trust
525 William Penn Place, Ste 3148
Pittsburgh, PA 15259
State Street Bank and Trust Company $ 25,795,000 15.83%
1776 Heritage Drive, Global Corporate
Action Unit JAB 5NW
North Quincy, MA 02171
Manufacturers and Traders Trust Company $ 15,315,000 9.40%
110 S. Paca Street
Baltimore, MD 21201
Union Bank of California, N.A. $ 10,310,000 6.33%
530 B Street, Suite 242
San Diego, CA 92101
National City Bank $ 8,790,000 5.39%
4100 West 150th Street
Cleveland, OH 44135
SSB - Trust Custody $ 10,300,000 6.32%
2 Heritage Drive
North Quincy, MA 02171
- ---------------------------------------------------------------------------------------------
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is nothing to report with regard to this item.
ITEM 14. CONTROLS AND PROCEDURES
Not applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) Not applicable.
(2) Not applicable.
(3) Exhibits - See Exhibit Index included elsewhere in this
document.
(b) Reports on Form 8-K: None.
(c) See (a)(3) above.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 25th day of
June, 2003.
AUTONATION RECEIVABLES CORPORATION
BY: /s/ David M. Jett
--------------------------
David M. Jett
Vice President--Finance
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other soliciting
material has been sent to holders of securities during the period covered by
this report and the registrant does not intend to furnish such materials to
holders of securities subsequent to the filing of this report.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
99.1 ANRC Auto Owner Trust 1999-A Annual Servicer's Certificate
99.2 ANRC Auto Owner Trust 2000-A Annual Servicer's Certificate
99.3 ANRC Auto Owner Trust 2001-A Annual Servicer's Certificate
99.4 Independent Accountants' Report
99.5 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.