<PAGE>
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended September 30, 1996
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ____________ to
___________
Commission File No. 0-27268
ACC CONSUMER FINANCE CORPORATION
----------------------------------
(Exact Name of Registrant as Specified in its Charter)
a Delaware corporation 33-0682821
- ------------------------------ --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12750 High Bluff Drive, Suite 320
San Diego, California 92130
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (619) 793-6300
NO CHANGE
------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 ninety days. Yes x No
---- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock: 8,292,478 $.001 par value common stock as of September 30, 1996.
Exhibit Index on Page 24
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<PAGE>
ACC Consumer Finance Corporation
Condensed Consolidated Balance Sheets
September 30, 1996 December 31, 1995
------------------ -----------------
(unaudited)
ASSETS
Cash and Cash Equivalents $ 106,494 $ 120,672
Restricted Cash 1,426,361 1,032,683
Credit Enhancement Cash Reserve 7,194,382 4,052,524
Installment Contracts Held-for-Sale, Net (2) 24,990,322 28,187,778
Installment Contracts
Held-for-Investment, Net (3) 330,120 509,388
Interest Receivable 320,694 386,673
Asset-Backed Securities (4) 8,250,907 3,910,080
Excess Servicing Receivables (5) 11,862,618 5,590,878
Accounts Receivable 4,014,471 1,423,112
Fixed Assets, Net 965,067 842,016
Repossessed Vehicles 227,675 211,619
Prepaid Expenses 322,458 427,456
Other Assets 289,938 214,059
------------ ------------
Total Assets $ 60,301,507 $ 46,908,938
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Repurchase Facility, Net $ 26,328,645 $ 29,708,252
Amount Due to Bank 2,105,633 1,537,290
Other Borrowings 3,884,986 7,439,597
Tax Liability 2,189,290 123,909
Lease Liability 383,165 519,486
Accounts Payable and Accrued Liabilities 2,749,002 1,295,604
------------ ------------
Total Liabilities 37,640,721 40,624,138
Redeemable Preferred Stock, $.001 Par Value,
Authorized 182,282 Shares
Series A - 162,831 Shares Issued and
Outstanding at December 31, 1995
Series B - 11,538 Shares Issued and
Outstanding at December 31, 1995
Series C - 0 Shares Issued and
Outstanding at December 31, 1995 -- 6,279,049
------------ ------------
Total Redeemable Preferred Stock -- 6,279,049
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<PAGE>
ACC Consumer Finance Corporation
Condensed Consolidated Balance Sheets
(Continued)
September 30, 1996 December 31, 1995
------------------ -----------------
(unaudited)
Shareholders' Equity
Preferred Stock, $.001 Par Value,
Authorized 1,817,718 Shares
Common Stock, $.001 Par Value, Authorized
18,000,000, 8,292,478 and 2,099,992 Shares
Issued and Outstanding as of September 30,
1996 and December 31, 1995, Respectively 8,292 2,100
Additional Paid-in Capital 19,908,328 117,464
Retained Earnings (Accumulated Deficit) 2,744,166 (113,813)
------------ ------------
Total Shareholders' Equity 22,660,786 5,751
Commitments and Contingencies
Total Liabilities and Shareholders' Equity $ 60,301,507 $ 46,908,938
============ ============
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
<TABLE>
ACC Consumer Finance Corporation
Condensed Consolidated Statements of Operations
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ -------------------------
1996 1995 1996 1995
------ ------ ------- -----
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest Income $ 2,291,626 $ 1,840,512 $ 6,576,043 $ 6,373,575
Interest Expense (996,913) (980,104) (3,246,726) (3,432,726)
------------ ------------ ------------ ------------
Net Interest Income 1,294,713 860,408 3,329,317 2,940,849
CONTRACT LOSSES
Provision for Contract Losses (3) (241,514) (289,842) (590,298) (300,190)
------------ ------------ ------------ ------------
Net Interest Income after
Provision for Contract Losses 1,053,199 570,566 2,739,019 2,640,659
OTHER INCOME
Servicing and Ancillary Fees (5) 1,476,779 487,313 3,288,526 988,030
Gain on Sale of Contracts (5) 3,830,825 1,890,600 10,415,434 5,804,077
------------ ------------ ------------ ------------
Total Other Income 5,307,604 2,377,913 13,703,960 6,792,107
Total Income 6,360,803 2,948,479 16,442,979 9,432,766
EXPENSES
Personnel 2,066,295 1,314,507 5,907,831 3,904,851
General and Administrative 1,001,964 563,624 2,742,914 1,668,097
Servicing 438,965 123,299 1,197,081 287,533
Occupancy and Equipment 138,238 97,941 351,745 268,008
Depreciation and Amortization 117,015 79,104 325,975 199,587
------------ ------------ ------------ ------------
Total Expenses 3,762,477 2,178,475 10,525,546 6,328,076
Income Before Taxes 2,598,326 770,004 5,917,433 3,104,690
Income Tax Expense 1,091,000 282,380 2,485,000 317,380
------------ ------------ ------------ ------------
Net Income $ 1,507,326 $ 487,624 $ 3,432,433 $ 2,787,310
============ ============ ============ ============
Preferred Stock Dividends $ -- $ 54,819 $ 116,818 $ 151,641
============ ============ ============ ============
Net Income Available to
Common Shareholders $ 1,507,326 $ 432,805 $ 3,315,615 $ 2,635,669
============ ============ ============ ============
Primary Net Income per Common Share
and Common Share Equivalent $ 0.18 $ 0.08 $ 0.47 $ 0.51
============ ============ ============ ============
Fully Diluted Net Income per Common
Share and Common Share Equivalent $ 0.18 $ 0.08 $ 0.47 $ 0.48
============ ============ ============ ============
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<PAGE>
ACC Consumer Finance Corporation
Condensed Consolidated Statements of Operations
(Continued)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ -------------------------
1996 1995 1996 1995
------ ------ ------- -----
(unaudited) (unaudited) (unaudited) (unaudited)
Shares Used in Computing Primary Net
Income Per Common Share and
Common Share Equivalent 8,330,699 5,783,757 7,268,215 5,508,795
============ ============ ============ ============
Shares Used in Computing Fully Diluted
Net Income Per Common Share and
Common Share Equivalent 8,346,834 5,835,593 7,303,038 5,823,893
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
<TABLE>
ACC Consumer Finance Corporation
Condensed Consolidated Statements of Cash Flows
<CAPTION>
Nine Months Ended September 30,
1996 1995
---- ----
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 3,432,433 $ 2,787,310
Adjustments to Reconcile Net Income to Net Cash
(Used In) Provided By Operating Activities:
Gain on Sale of Contracts (10,415,434) (5,804,077)
Amortization and Depreciation 3,848,411 1,204,369
Provision for Contract Losses 590,298 300,190
Net Cash Deposited into Restricted Accounts (3,535,536) (1,337,308)
Changes in Operating Assets:
Net (Increase) Decrease in Contracts Held-for-Sale (3,361,640) 5,519,641
Interest Receivable 65,979 202,773
Accounts Receivable (2,591,359) (1,433,488)
Other Assets (98,206) (186,507)
Prepaid Expenses 104,998 (334,587)
Changes in Operating Liabilities:
Accounts Payable and Accrued Liabilities 3,518,779 1,177,559
------------ ------------
Net Cash (Used In) Provided By Operating Activities (8,441,277) 2,095,875
CASH FLOWS FROM INVESTING ACTIVITIES
Net Increase in Contracts Held-for-Investment (677,106) (73,883)
Principal Paydowns of Asset-Backed Securities 1,790,081 345,153
Proceeds from Liquidation of Repossessed Vehicles 1,469,550 1,311,786
Purchases of Fixed Assets, Net (385,703) (511,175)
------------ ------------
Net Cash Provided By Investing Activities $ 2,196,822 $ 1,071,881
CASH FLOWS FROM FINANCING ACTIVITIES
Net Decrease in Repurchase Facility $ (3,472,562) $(10,705,491)
Increase in Other Borrowings 3,327,264 8,936,556
Repayment of Other Borrowings (7,000,000) (2,500,000)
Net (Decrease) Increase in Capital Leases (136,321) 265,610
Increase in Amount Due to Bank 568,343 977,681
Net Proceeds from Issuance of Common Stock 12,517,012 --
Net Proceeds from Issuance of Preferred Stock 1,000,995 1,920,672
Payment of Preferred Stock Dividends (574,454) --
------------ ------------
Net Cash Provided By (Used In) Financing Activities 6,230,277 (1,104,972)
(Decrease) Increase in Cash and Cash Equivalents (14,178) 2,062,784
Cash and Cash Equivalents at Beginning of Period 120,672 143,833
------------ ------------
Cash and Cash Equivalents at End of Period $ 106,494 $ 2,206,617
============ ============
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<PAGE>
ACC Consumer Finance Corporation
Condensed Consolidated Statements of Cash Flows
(Continued)
Nine Months Ended September 30,
1996 1995
---- ----
(unaudited) (unaudited)
SUPPLEMENTAL DISCLOSURE
Interest Paid $ 2,990,814 $ 3,336,911
============ ============
Taxes Paid $ 419,619 $ 42,091
============ ============
Non-cash Conversion of Preferred Stock $ 7,280,044 $ --
============ ============
Transfers of Contracts Held-for-Sale
to Asset-Backed Securities $ 5,803,000 $ 3,385,284
============ ============
Transfers of Contracts Held-for-Investment
to Repossessed Automobiles $ 1,485,606 $ 1,449,288
============ ============
Transfers of Contracts Held-for-Investment to
Contracts Held-for-Sale $ 986,196 $ 38,862,581
============ ============
Transfers of Contracts Held-for-Sale to Contracts
Held-for-Investment $ 2,205,726 $ 2,972,453
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
ACC CONSUMER FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED
SEPTEMBER 30, 1996 AND 1995
(1) BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of ACC
Consumer Finance Corporation (ACC) and its wholly-owned subsidiaries, OFL-A
Receivables Corp. (OFL-A) and ACC Receivables Corp. (Receivables) (collectively,
the Company). All material intercompany accounts and transactions have been
eliminated. The condensed consolidated financial statements as of September 30,
1996, and for the three-month and nine-month periods ended September 30, 1996,
and 1995, are unaudited and reflect all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the financial position and operating results in the interim
periods. The condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 1995. The results of operations for the three-month and
nine-month periods ended September 30, 1996, are not necessarily indicative of
the results for the entire year ending December 31, 1996.
In May 1996, the Company sold in an initial public offering 2,000,000 shares of
its Common Stock which generated net proceeds of approximately $12.5 million.
The proceeds were used to partially pay-down the NIM Facility (included in Other
Borrowings), temporarily reduce advances on the Repurchase Facility, and for
other general corporate purposes. In addition, each share of the Company's
redeemable Preferred Stock automatically converted into 23 shares of Common
Stock upon consummation of the offering. Total cumulative dividends of $574,454
were paid to the holders of the redeemable Preferred Stock subsequent to
conversion.
(2) INSTALLMENT CONTRACTS HELD-FOR-SALE
Installment Contracts held for sale are summarized as follows:
Sept. 30, 1996 Dec. 31, 1995
---------------- ------------------
Principal Balance $ 25,996,221 $ 29,517,717
Purchase Discount (1,321,512) (1,161,892)
Deferred Expenses/(Net Fees) . 276,512 (392,889)
Unrealized Hedge Loss 39,101 224,842
------------ ------------
$ 24,990,322 $ 28,187,778
============ ============
In addition to the Contracts owned by the Company, the Company serviced $183
million and $87 million of Contracts for others as of September 30, 1996, and
December 31, 1995, respectively. The Company services Contracts for borrowers
residing in approximately 40 states, with the largest concentrations of
Contracts in California, Texas, Florida and Pennsylvania. An economic slowdown
or recession or a change in the regulatory or legal environment in one or more
of these states could have a material adverse effect on the performance of the
Company's existing servicing portfolio and on its Contract purchases.
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<PAGE>
ACC CONSUMER FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(3) INSTALLMENT CONTRACTS HELD-FOR-INVESTMENT
Contracts held-for-investment represent Contracts that are ineligible for sale
primarily due to their delinquent status. The held-for-investment Contracts are
also subject to the terms of the Repurchase Facility and are held by a custodian
until they are repurchased. The Contracts held-for-investment are comprised of
the following:
Sept. 30, 1996 Dec. 31, 1995
----------------- -----------------
Principal Balance $ 750,000 $ 1,040,695
Purchase Discount (37,857) (40,727)
Deferred Expenses/(Net Fees) 7,977 (13,772)
Allowance for Losses (390,000) (476,808)
----------- -----------
$ 330,120 $ 509,388
=========== ===========
The Company maintains an allowance for Contract losses based on the outstanding
principal balance of Contracts held-for-investment. A summary of the activity in
the allowance for Contract losses is as follows:
Three-Month Period Nine-Month Period
Ended Sept. 30, Ended Sept. 30,
-------------------------- --------------------------
1996 1995 1996 1995
---------- ------------ ----------- -----------
Beginning Balance $ 371,008 $ 962,504 $ 476,808 $ 1,181,004
Provision 241,514 289,842 590,298 300,190
Charge-offs (281,622) (804,872) (823,079 (1,018,820)
Recoveries 59,100 28,175 145,973 13,275
----------- ----------- ----------- -----------
Ending Balance $ 390,000 $ 475,649 $ 390,000 $ 475,649
=========== =========== =========== ===========
(4) ASSET-BACKED SECURITIES
In connection with the securitizations, the Company retained Subordinated
Securities representing 5% of the principal balance of the Contracts sold. The
Subordinated Securities have pass-through rates ranging from 5.95% to 6.90%.
These securities are currently valued at a discount to yield approximately 13%
to 14%. The Subordinated Securities are as follows:
September 30, 1996 December 31, 1995
---------------------- -----------------------
Carrying Fair Carrying Fair
Value Value Value Value
-------- ----- -------- ------
Total Asset-Backed Securities $8,250,907 $8,713,000 $3,910,080 $4,251,000
========== ========== ========== ==========
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<PAGE>
ACC CONSUMER FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(5) EXCESS SERVICING RECEIVABLES
The Company has created Excess Servicing Receivables ("ESRs") as a result of the
sale of Contracts in the Asset-Backed Securitization program. ESRs are
determined by computing the present value of the excess of the weighted average
coupon on the Contracts sold (ranging from 19.77% to 20.62%) over the sum of:
(i) the coupon on the senior bonds (ranging from 5.95% to 6.90%), (ii) a base
servicing fee paid to the Company (ranging from 3.00% to 3.15%) and (iii) the
charge-offs expected to be incurred on the portfolio of Contracts sold. For
purposes of the projection of the excess servicing cash flows, the Company
currently assumes that the principal and interest of charge-offs on the sold
portfolios will cumulatively approximate 11% of the original principal of the
Contracts sold, over the life of the portfolio. Further, the Company uses an
estimated average Contract life of 1.5 to 1.8 years. The cash flows expected to
be received by the Company, before expected losses, are then discounted at a
market interest rate that the Company believes an unaffiliated third-party
purchaser would require as a rate of return on such a financial instrument.
Expected losses are discounted using a rate equivalent to the risk-free rate
which is equivalent to the rate earned on securities rated AAA or better with a
duration similar to the underlying Contracts. This results in an effective
overall discount rate of approximately 15%. The excess servicing cash flows are
only available to the Company to the extent that there is no impairment of the
credit enhancements established at the time the Contracts are sold. ESRs are
amortized using the interest method and are offset against servicing and
ancillary fees. To the extent that the actual future performance results are
different from the excess cash flows the Company estimated, the Company's ESRs
will be adjusted quarterly with corresponding adjustments made to income in that
period.
In connection with the valuation of ESRs, the Company projects loan losses in
the pool of Contracts which effectively represents the estimated undiscounted
recourse loss allowance offset with the ESRs. As of September 30, 1996, the
estimated undiscounted recourse loss allowance embedded in the ESRs, excluding
accrued interest, was $15.5 million. This recourse loss allowance represents
8.5% of the Contracts serviced (excluding owned Contracts) of $183 million as of
September 30, 1996.
A summary of the activity in ESRs is as follows:
Nine-Months Ended Year Ended
Sept. 30, 1996 Dec. 31, 1995
----------------- -----------------
Beginning Balance $ 5,590,878 $ --
Additions from Securitizations 9,952,000 7,700,699
Amortization (3,680,260) (2,109,821)
------------ ----------
Ending Balance $ 11,862,618 $ 5,590,878
============ ============
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
From the inception of the Company on July 15, 1993, through April 30,
1995, the primary source of revenue for the Company was net interest income on
the Contracts owned by the Company. In May 1995, the Company initiated an
asset-backed securitization program by which the Company sells its Contracts and
retains subordinate asset-backed securities ("Subordinated Securities") and
excess servicing receivables ("ESRs"). The first securitization, ACC Auto
Grantor Trust 1995-A (the "1995-A Transaction"), was completed effective May 1,
1995. Since that transaction, the Company has completed four additional
securitizations , the last one of which closed in September 1996. To date, the
Company has sold $232 million of Contracts through asset securitizations. Since
initiation of the asset-backed securitization program, the Company's earnings
have been increasingly attributable to the gains recognized on the sale of the
Contracts. In addition, servicing revenues are expected to comprise a greater
percent of the Company's revenues as a result of the growth of the servicing
portfolio. In contrast, interest income is expected to be a declining portion of
total revenues.
In May 1996, the Company sold in an initial public offering 2,000,000
shares of its Common Stock (the "Offering") which generated net proceeds of
approximately $12.5 million. The proceeds were used to partially pay-down the
NIM Facility, temporarily reduce advances on the Company's warehouse facility
(the "Repurchase Facility") and for other general corporate purposes. In
addition, each share of the Company's redeemable Preferred Stock automatically
converted into 23 shares of Common Stock upon consummation of the Offering.
Total cumulative dividends of $574,454 were paid to the holders of the
redeemable Preferred Stock subsequent to conversion.
RESULTS OF OPERATIONS
THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1996, COMPARED TO THE
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 1995
During the three-month period ending September 30, 1996, income before
taxes increased to $2.6 million compared to $770,000 in the same period in the
prior year. This increase is primarily due to increases in the gain on sale of
Contracts and servicing and ancillary fees totaling $2.9 million which resulted
from the sale of $49 million of Contracts and the servicing for others of an
average balance of $166 million of Contracts during the quarter ended September
30, 1996, compared to $25 million sold and $59 million serviced during the same
period in 1995. Partially offsetting these increases was an increase in
operating expenses of $1.6 million as a result of the Company's expanded
purchasing and servicing operations. The Company reported net income of $1.5
million for the three-month period ended September 30, 1996, compared to
$488,000 for the three-month period ending September 30, 1995.
NET INTEREST INCOME. The Company generated approximately $1.3 million
of net interest income during the three-month period ended September 30, 1996,
compared to $860,000 earned in the three-month period ended September 30, 1995.
The principal source of the Company's net interest income was the net yield on
Contracts (yield on the Contracts less the cost of the Repurchase Facility)
which amounted to $881,000 during the three-month period ended September 30,
1996, compared to $736,000 for the three-month period ended September 30, 1995.
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<PAGE>
This increase resulted from a lower average balance of Contracts owned off-set
by a higher net yield on Contracts in the three-month period ended September 30,
1996, as compared to the same period in 1995. The yield on Contracts increased
to 22.4% and the average rate paid on the Repurchase Facility decreased to 8.7%
in the three-month period ending September 30, 1996, compared to 19.0% and 8.9%,
respectively, in the three-month period ended September 30, 1995. During the
three-month period ending September 30, 1996, the Company earned interest income
of $567,000 on asset-backed securities and cash balances held in restricted
accounts and as credit enhancement cash reserves, compared to $257,000 in the
three-month period ended September 30, 1995. The company recognized interest
expense on other borrowings and leases of $154,000 in the three-month period
ended September 30, 1996, compared to $133,000 in the three-month period a year
earlier.
CONTRACT LOSS PROVISION. The Company recorded a provision for Contract
losses of $242,000 for the three-month period ended September 30, 1996, compared
to $290,000 for the three-months ended September 30, 1995. The allowance for
Contract losses is maintained at a level deemed by management to be adequate to
provide for losses in the held-for-investment portfolio
SERVICING REVENUES. The Company recorded $3.3 million of servicing and
ancillary fees during the nine-month period ended September 30, 1996, compared
to $988,000 for the nine-month period ended September 30, 1995. This
substantial increase in servicing revenues arose from an increase in the average
size of the portfolio of Contracts serviced for others to $133 million during
the nine-month period ending September 30, 1996, as compared to $30 million
during the same period in 1995. Until the completion of the 1995-A Transaction
in May 1995, the Company did not service Contracts for others and recognized
no servicing revenue. Future servicing revenues could be adversely affected
if the level of charge-offs and prepayments in any pool of Contracts sold
exceeds the Company's estimate of such levels at the time of sale of such
Contracts in asset-backed securities.
GAIN ON SALE OF CONTRACTS. The Company recognized a gain on sale of
$10.4 million on the sale of $131 million of Contracts sold in connection with
the 1996-A Transaction, 1996-B Transaction and 1996-C Transaction during the
nine-month period ended September 30, 1996, compared to the Company recognized a
gain of $1.9 million, representing 7.6% of the $25 million of Contracts sold in
connection with the 1995-B Transaction. See note 5 of the Notes to Condensed
Consolidated Financial Statements for the methodology for calculating the gain
on sale.
OPERATING EXPENSES. The Company reported operating expenses of $3.8
million during the three-month period ended September 30, 1996, compared to $2.2
million for the three-month period ended September 30, 1995. The increase in
expenses reflected the growth in the amount of Contracts purchased and serviced
by the Company. The operating expense ratio (annualized operating expenses as a
percentage of the average Contracts owned and serviced) improved to 7.9% for the
three-month period ended September 30, 1996, from 9.8% for the three-month
period ended September 30, 1995.
Personnel expenses for the three-month period ended September 30, 1996,
were $2.1 million compared to $1.3 million during the three-month period ended
September 30, 1995. Personnel expenses consisted primarily of salaries and
wages, performance incentives, employee benefits and payroll taxes. The overall
increase in personnel expenses is a result of an increase in the Company's
full-time employees from 121 as of September 30, 1995 to 198 as of September 30,
1996.
-12-
<PAGE>
The Company's general and administrative expenses increased to $1.0
million for the three-month period ended September 30, 1996, from $564,000 for
the three-month period ended September 30, 1995. These expenses consisted
primarily of telecommunications expenses, travel expenses, marketing expenses,
professional fees, insurance expenses, credit bureau expenses and management
information systems expenses. The increase in general and administration
expenses reflected the substantial expansion of the Company's operations.
Servicing expenses increased to $439,000 for the three-month period
ended September 30, 1996, compared to $123,000 for the three-month period ended
September 30, 1995 due to the substantial growth of the Company's total
servicing portfolio. These expenses consisted primarily of out-of-pocket
collection, repossession and liquidation expenses.
Occupancy and equipment expenses increased to $138,000 for the
three-month period ended September 30, 1996, from $98,000 for the three-month
period ended September 30, 1995. The increase in occupancy and equipment
expenses generally reflected the expansion of its headquarters office space and
its regional operations since September 30, 1995. The Company expects its
occupancy and equipment expenses to increase as the Company expands its
headquarters facility to accommodate growth in servicing.
INCOME TAXES. For the three-month period ended September 30, 1996, the
effective tax rate was 42% compared to 37% for the three-month period ended
September 30, 1995.
RESULTS OF OPERATIONS
THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1996, COMPARED TO THE
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1995
During the nine-month period ended September 30, 1996, income before
taxes increased to $5.9 million compared to $3.1 million for the same period in
the prior year. This increase is primarily due to increases in the gain on sale
of Contracts and servicing and ancillary fees totaling $6.9 million which
resulted from the sale of $131 million of Contracts and the servicing for others
of an average balance of $133 million of Contracts during the nine-month period
ended September 30, 1996, compared to $76 million sold and $30 million serviced
during the same period in 1995. Partially offsetting these increases was an
increase in operating expenses of $4.2 million as a result of the Company's
expanded purchasing and servicing operations. The Company reported net income of
$3.4 million during the nine-month period ended September 30, 1996, compared to
$2.8 million for the nine-month period ended September 30, 1995.
NET INTEREST INCOME. The Company generated approximately $3.3 million
of net interest income during the nine-month period ended September 30, 1996,
compared to $2.9 million in the nine-month period ended September 30, 1995. The
principal source of the Company's net interest income was the net yield on
Contracts (yield on Contracts less the cost of the Repurchase Facility) which
amounted to $2.7 million during the nine-month period ended September 30, 1996,
compared to $2.4 million during the nine-month period ended September 30, 1995.
This small increase resulted from a lower average balance of Contracts owned
offset by higher net yield in the nine-month period ended September 30, 1996,
compared to the same period in 1995. The yield on Contracts increased to 21.8%
and the average rate on the Repurchase Facility decreased to 8.7% in the
nine-month period ended September 30, 1996, compared to 19.5% and 9.4%,
-13-
<PAGE>
respectively, in the nine-month period ended September 30, 1995. During the
nine-month period ended September 30, 1996, the Company earned interest income
of $1.3 million on asset-backed securities and cash balances held in restricted
accounts and as credit enhancement cash reserves, compared to $690,000 in the
nine-month period ended September 30, 1995. The Company recognized interest
expense on other borrowings and leases of $740,000 in the nine-month period
ended September 30, 1996 compared to $189,000 in the nine-month period a year
earlier.
CONTRACT LOSS PROVISION. The Company recorded a provision for Contract
losses of $590,000 for the nine-month period ended September 30, 1996, compared
to $300,000 for the nine-month period ended September 30, 1995. The 1995
provision included a provision for Contract losses of $700,000 and a one-time
recapture of $400,000 from the allowance for Contract losses provided for in a
prior period on Contracts sold in conjunction with the 1995-A Transaction. The
allowance for Contract losses is maintained at a level deemed by management to
be adequate to provide for losses in the held-for-investment portfolio.
SERVICING REVENUES. The Company recorded $3.3 million of servicing and
ancillary fees for the nine-month period ended September 30, 1996, compared to
$988,000 for the nine-month period ended September 30, 1995. This substantial
increase in servicing revenues arose from an increase in the average size of the
portfolio of Contracts serviced for others to $133 million during the nine-month
period ended September 30, 1996, as compared to $30 million during the same
period in 1995. Until the completion of the 1995-A Transaction in May 1995, the
Company serviced only owned Contracts and recognized no servicing revenue.
GAIN ON SALE OF CONTRACTS. The Company recognized a gain of $10.4
million on the sale of $131 million of Contracts in connection with the 1996-A
Transaction, 1996-B Transaction and 1996-C Transaction during the nine-month
period ended September 30, 1996, compared to $5.8 million on the sale of $76
million of Contracts in connection with the 1995-A Transaction and 1995-B
Transaction in the nine-month period ended September 30, 1995. See Note 5 of the
Notes to Consolidated Financial Statements for the methodology used to
calculate the gain on sale.
OPERATING EXPENSES. The Company reported operating expenses of $10.5
million during the nine-month period ended September 30, 1996, compared to $6.3
million for the nine-month period ended September 30, 1995. The increase in
expenses reflected the growth in the amount of Contracts purchased and serviced
by the Company. The operating expense ratio (annualized operating expenses as a
percentage of the average Contracts owned and serviced) improved to 8.8% for the
nine-month period ended September 30, 1996, from 12.1% during the nine-month
period ended September 30, 1995.
Personnel expenses for the nine-month period ended September 30, 1996,
were $5.9 million, compared to $3.9 million during the nine-month period ended
September 30, 1995. Personnel expenses consisted primarily of salaries and
wages, performance incentives, employee benefits and payroll taxes. The overall
increase in personnel expenses reflected the growth of the Company's full-time
employees from 121 as of September 30, 1995, to 198 as of September 30, 1996.
The Company expects that its number of full-time employees will continue to
increase commensurate with the growth of the Company's servicing portfolio.
-14-
<PAGE>
The Company's general and administrative expenses increased to $2.7
million for the nine-month period ended September 30, 1996, from $1.7 million
for the nine-month period ended September 30, 1995. These expenses consisted
primarily of telecommunications expenses, travel expenses, marketing expenses,
professional fees, insurance expenses, credit bureau expenses and management
information systems expenses. The increase in general and administrative
expenses reflected the substantial expansion of the Company's operations.
Servicing expenses increased to $1.2 million for the nine-month period
ended September 30, 1996, compared to $288,000 for the nine-month period ended
September 30, 1995, due to the substantial growth of the total servicing
portfolio. These expenses consisted primarily of out-of-pocket collection,
repossession and liquidation expenses.
Occupancy and equipment expenses increased to $352,000 for the
nine-month period ended September 30, 1996, from $268,000 for the nine-month
period ended September 30, 1995. The increase in occupancy and equipment
expenses reflected the expansion of its headquarters office space and its
regional operations since September 30, 1995. The Company expects its occupancy
expenses to increase as the Company expands its headquarters facility to
accommodate growth of the Company's operations.
INCOME TAXES. For the nine-month period ended September 30, 1996, the
effective tax rate was 42%, compared to 10.2% for the nine-month period ended
September 30, 1995.
CREDIT PERFORMANCE
The table below provides the Company's historic delinquency experience
and amounts in repossession with respect to its gross servicing portfolio
(including Contracts owned by the Company and Contracts sold in asset-backed
securities) at the dates indicated. All amounts and percentages are based on the
full amount remaining to be repaid on each Contract, net of any unearned finance
charges.
-15-
<PAGE>
<TABLE>
DELINQUENCY EXPERIENCE
<CAPTION>
Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
1996 1996 1996 1995 1995
-------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Gross Servicing
Portfolio (000's) $209,761 $172,562 $139,969 $117,539 $100,028
Period of Delinquencies (000's)(1):<F1>
31-60 Days 6,234 4,827 2,256 3,217 2,620
61-90 Days 1,832 1,347 1,010 1,171 838
91+ Days 1,088 662 561 608 652
-------- -------- -------- -------- --------
Total Delinquencies (000's) $ 9,154 $ 6,836 $ 3,827 $ 4,996 $ 4,110
======== ======== ======== ======== ========
Total Delinquencies as a Percentage
of Servicing Portfolio 4.36% 3.96% 2.73% 4.25% 4.11%
Amount in Repossession (000's)(2)<F2> $ 1,685 $ 1,369 $ 1,130 $ 861 $ 755
Amount in Repossession as a
Percentage of Servicing Portfolio 0.80% 0.79% 0.81% 0.73% 0.75%
<FN>
<F1> (1) The Company considers a Contract delinquent when an obligor
fails to make at least 90% of the contractual payment by the
stated due date. The period of delinquency is based upon the
number of days payments are contractually past due. Contracts
not yet 31 days past due are not considered to be delinquent.
<F2> (2) Amount in repossession represents the outstanding principal on
Contracts for which vehicles have been repossessed, but not
yet liquidated. Beginning with the quarter ended March 31,
1996, the amounts are net of reinstated repossessions.
</TABLE>
The table below provides the Company's historic net charge-off experience with
respect to its average gross servicing portfolio (including Contracts owned by
the Company and Contracts sold in asset-backed securities) during the periods
indicated. All amounts and percentages are based on the full amount remaining to
be repaid on each Contract, net of any unearned finance charges.
-16-
<PAGE>
<TABLE>
NET CHARGE-OFF EXPERIENCE
<CAPTION>
Three Months Ended
Sept. 30, June 30, March 31, Dec. 31, Sept. 30,
1996 1996 1996 1995 1995
<S> <C> <C> <C> <C> <C>
Average Servicing Portfolio (1)<F1>
Outstanding (000's) $191,162 $156,266 $128,754 $108,784 $ 89,073
Net Charge-offs
(000's)(2)(3)(4)<F2> <F3> <F4> $ 2,227 $ 1,329 $ 1,417 $ 1,233 $ 851
Annualized Net Charge-offs
as a Percentage of
Average Servicing Portfolio 4.66% 3.40% 4.40% 4.53% 3.82%
<FN>
<F1> (1) Average of receivables outstanding as of the beginning and the end of the period.
<F2> (2) Charge-off amounts exclude the effect of accrued interest,
discounts paid by the dealers and potential recoveries from
legal proceedings against borrowers.
<F3> (3) Net charge-offs are net of recoveries and include the
remaining Contract balance at time of charge-off. In the case
of repossession, net charge-offs include the remaining
Contract balance at the time of repossession less liquidation
proceeds (for disposed vehicles), NADA wholesale value (for
vehicles repossessed but not sold) or claims receivable under
the Company's vendor single interest insurance policy. Net
charge-offs do not include repossessions that are less than
120 days delinquent and are not yet charged-off.
<F4> (4) For the periods reflected in the table, the Company reduced
its charge-offs by an aggregate of $986,000 and paid total
premiums of $582,000 in connection with VSI policy.
The management of the Company believes that the payment practices of
Non-Prime Borrowers are partially a function of the time of year. Since
Non-Prime Borrowers typically have low disposable incomes, they tend with more
frequency to become late in payments on their Contracts during the early winter
months, when the holiday season generates competing demands for their limited
disposable income and when these borrowers encounter weather-related work
slow-downs. As a result, if all other factors are equal, management expects
delinquencies to be highest in the fourth calendar quarter.
-17-
<PAGE>
ALLOWANCE FOR LOSSES
The Company maintains an allowance for losses on Contracts that are
held-for-investment. The Company determines an allowance for Contract losses
based on an estimate of the losses inherent in the held-for-investment
portfolio, including estimates of the frequency of defaults for various
delinquency ranges and the expected average severity of losses on these
defaults. The allowance for Contract losses as of September 30, 1996, was
$390,000, or 52% of the Contracts held-for-investment. As of December 31, 1995,
the allowance for Contract losses was $477,000, or 46% of the Contracts
held-for-investment.
In connection with the valuation of the ESRs, the Company projects loan
losses in the pool of Contracts which effectively represent the estimated
undiscounted recourse loss allowance contained within the valuation of the ESRs.
As of September 30, 1996, the estimated undiscounted recourse loss allowance
embedded in the ESRs (excluding accrued interest) was $15.5 million. The
combined allowance for losses on Contracts held-for-investment and the recourse
loss allowance embedded in the ESRs was 7.6% of the Contracts serviced as of
September 30, 1996, as compared to 6.4% at December 31, 1995.
Since January 1, 1995, the Company has maintained, at its own expense,
vendor single interest ("VSI") insurance that protects the Company's interest in
the collateral against uninsured physical damaged (including total loss) and
skips. From January 1, 1995, through September 30, 1996, the Company's
recoveries on its VSI insurance reduced its net charge-offs by $1.1 million and
the total premiums paid by the Company were $712,000. The Company has been
notified by its current carrier that it does not intend to offer a renewal of
the existing policy and the Company may elect to discontinue VSI insurance when
its current policy expires on December 31, 1996. This could result in certain
modifications to the requirements for the credit enhancement cash reserves for
the asset securitizations, which could delay the Company's receipt of cash from
such reserves.
FINANCIAL CONDITION AND LIQUIDITY
The Company's financing needs are primarily driven by two factors.
First, the Company requires working capital to fund its operating expenses
because the net interest income earned on the Contracts owned by the Company is
restricted and not available for general operating purposes. Second, the
securitization program is capital intensive as the Company must fund credit
enhancement and securitization expenses. The Company expects to have an ongoing
need for cash to support the securitization program. This need may exceed the
amount of the net proceeds of the offering. The Company may preserve its right
to borrow under the NIM Facility until May 1998, in the event its cash
requirements exceed the net proceeds of the offering and its other cash
resources. Further, OFL-A and Receivables generate substantially all of the cash
income of the Company (from the ESRs and Subordinated Securities), as well as
all the secured financing (from the Repurchase Facility and NIM Facility). ACC's
only substantial source of cash comes from fees generated from servicing
Contracts pledged to Cargill in conjunction with the Repurchase Facility and
Contracts sold in conjunction with asset-backed securitizations. Because ACC is
responsible for virtually all operating expenses, cash infusions from its
subsidiaries are required regularly. These cash infusions are recognized as
intercompany loans and are eliminated during consolidation of the financial
statements of the Company.
-18-
<PAGE>
The Company reported total assets of $60 million as of September 30,
1996, compared to $47 million as of December 31, 1995. These assets consisted
primarily of Contracts held-for-sale, Subordinated Securities, ESRs and credit
enhancement cash reserves.
The Company had $106,000 of cash and cash equivalents as of September
30, 1996, compared to $121,000 as of December 31, 1995. The Company also had
$8.6 million in cash balances held in restricted bank accounts and in credit
enhancement cash reserves as of September 30, 1996, compared to $5.1 million as
of December 31, 1995.
The Company owned net Contracts of $25 million as of September 30,
1996, compared to $29 million as of December 31, 1995. During the nine-month
period ended September 30, 1996, the Company acquired $132 million of Contracts
and sold $131 million of Contracts in the 1996-A Transaction, 1996-B Transaction
and 1996-C Transaction. The average discount and the weighted average coupon on
the Contracts acquired during the nine-month period ended September 30, 1996,
were 4.8% and 20.7%, respectively.
As of September 30, 1996, the Company owned $11.9 million of ESRs and
$8.3 million of Subordinated Securities, compared to $5.6 million and $3.9
million, respectively, as of December 31, 1995. These assets represented 33.4%
and 20.3% of the total assets of the Company as of September 30, 1996, and
December 31, 1995, respectively. The value of these assets would be reduced in
the event of a material increase in the charge-off or prepayment experience
relative to the Company's estimates at the time of sale.
As of September 30, 1996, the principal amount owed under the
Repurchase Facility was $23 million and the Company had Contract shipments in
process of $2.7 million, compared to $29 million and $626,000, respectively, as
of December 31, 1995. The Repurchase Facility balance was collateralized by $27
million of Contracts and restricted cash reserves of $1.4 million as of
September 30, 1996.
During the nine-month period ended September 30, 1996, the Company used
net cash for operations of $8.4 million, compared to net cash provided by
operations of $2.1 million during the nine-month period ended September 30,
1995. The decrease in cash provided by operations was primarily due to a net
decrease in cash from the acquisition and sale of Contracts held-for-sale of
$8.9 million and a net increase in accounts receivable of $1.2 million. The
Company sold $131 million of Contracts and acquired $132 million of Contracts in
the nine-month period ended September 30, 1996, compared to the sale of $76
million of Contracts and the acquisition of $72 million of Contracts in the
nine-month period ended September 30, 1995. Additionally, the Company deposited
$3.5 million into restricted cash accounts and in credit enhancement cash
reserves during the nine-month period ended September 30, 1996, as compared to
$1.3 million during the same period in 1995.
-19-
<PAGE>
During the nine-month period ended September 30, 1996, cash generated
from payments received on Contracts financed under the Repurchase Facility was
used to reduce indebtedness under, or was deposited into restricted accounts as
additional collateral for, the Repurchase Facility. Proceeds from the sale of
asset-backed securities were also used by the Company to reduce indebtedness
under the Repurchase Facility. Following each of the asset securitization
transactions, excess servicing cash flows were deposited into restricted
accounts to build credit enhancements. Once the amounts in these credit
enhancement cash reserves reach required levels, any additional excess servicing
revenues are distributed to the Company. In January 1996, and May 1996,
respectively, the reserves associated with the 1995-A Transaction and 1995-B
Transaction met required levels and approximately $4.0 million has been
released, or approved for release, from these reserves during the nine-month
period ended September 30, 1996. These proceeds were used to reduce the amount
owed by the Company under the NIM Facility and for general working capital
purposes. To date, the required levels have not been met by the reserves
associated with the 1996-A Transaction, 1996-B Transaction or 1996-C
Transaction. Under normal circumstances, the Company expects to meet required
levels eight to 12 months following the effective date of a securitization,
however, there is no assurance that this expectation will be met and the
occurrence of any triggering event would delay release of excess cash.
The net cash provided by investing activities was $2.2 million during
the nine-month period ended September 30, 1996, compared to net cash provided of
$1.1 million in the nine-month period ended September 30, 1995. This increase in
cash provided was primarily due to collections associated with a larger balance
of Subordinated Securities, net of an increased balance of Contracts held-for-
investment.
The net cash provided by financing activities was $6.2 million for the
nine-month period ended September 30, 1996, compared to net cash used of $1.1
million for the nine-month period ended September 30, 1995. The increase in cash
provided by financing activities was primarily due to net cash of $12.5 million
raised in the Company's initial public offering and $1.0 million from the
issuance of redeemable Preferred Stock, net of $7.0 million used to partially
pay-down the outstanding balance of the NIM Facility. Additionally, the Company
reduced the balance of the Repurchase Facility by $3.5 million in the nine-month
period ended September 30, 1996, compared to $10.7 million in the same period a
year earlier.
The Company has financed its acquisition of Contracts primarily through
the Repurchase Facility. Cargill finances 100% of the purchase price of the
Contracts under the Repurchase Facility. The Company has also used the proceeds
of the retired bridge facility and, subsequently, the NIM Facility to finance
credit enhancement and securitization expenses arising from the issuance of
asset- backed securities and for working capital. A breach under either the
Repurchase Facility or the NIM Facility could prohibit the Company from
obtaining financing under both of the facilities and would require ACC to obtain
an alternative source of financing or limit its purchase of Contracts. The
Company intends to use the proceeds of this offering to repay temporarily the
NIM Facility and for general working capital purposes.
-20-
<PAGE>
The Company's business requires substantial cash to support the funding
of credit enhancement cash reserves for its asset securitizations issuance
costs of its asset securitizations, operating expenses, tax payments due in
recognition of gains on sales of Contracts (for which no cash is received by the
Company), debt service and other cash requirements. These cash requirements
increase as the volume of Contracts purchased and serviced by the Company
increases. Historically, the Company has operated on a negative cash flow basis
and, based upon the Company's growth of Contract purchase volumes and its
Contract securitization program, this negative cash flow may continue for the
foreseeable future. The Company has funded its negative operating cash flows
principally through borrowings under the NIM Facility (and the bridge facility
retired by the NIM Facility) and proceeds from the sale of equity securities,
and will use the proceeds of the Notes to fund, in part, its negative operating
cash flow. In order to execute its business strategy, the Company is dependent
upon the Repurchase Facility (and the replacement of the Repurchase Facility in
1998), its asset securitization program and its ongoing ability to access
capital markets to obtain long term debt and equity capital. There is no
assurance that the Company will have access to capital markets when needed or
will be able to obtain capital or financing facilities at costs and on terms
satisfactory to the Company. Factors that affect the Company's access to capital
markets or the cost of capital include, among others, interest rates, general
economic conditions and the Company's results of operations, financial
condition, business prospects (including competitive conditions), leverage and
the performance of its asset securitizations. In addition, covenants in the
Indenture and in future debt securities and financing facilities may
significantly restrict the Company's ability to incur additional indebtedness or
issue new equity securities.
INTEREST RATE RISK MANAGEMENT
The Company's hedging plan includes the sale of futures contracts on
two-year Treasury securities. These sales are made by the Company in amounts
which generally correspond to the principal amount of expected sales of
asset-backed securities. The market value of these futures contracts responds
inversely to changes in the value of the Contracts. Gains and losses relative to
these hedging transactions are deferred and recognized at the time of
securitization as an adjustment to the gain or loss on sale. The Company
recognized net gains on the hedging program of $90,000 during the nine-month
period ended September 30, 1996, as compared to net losses of $927,000 during
the year ended December 31, 1995. As of September 30, 1996, and December 31,
1995, the Company had unrealized losses under the hedging program of $39,000 and
$225,000, respectively.
At any point in time, the portfolio may be partially or fully hedged.
As of September 30, 1996, the Company owned $27 million of Contracts and
maintained a $25 million hedge position.
-21-
<PAGE>
IMPACT OF NEW ACCOUNTING STANDARDS
In October 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123"). SFAS No. 123 applies to all
transactions in which an entity acquires goods or services by issuing equity
instruments or by incurring liabilities where the payment amounts are based on
the entity's common stock price, except for employee stock ownership plans. A
new method of accounting for stock-based compensation arrangements with
employees is established by SFAS No. 123. The new method is a fair value-based
method rather than the intrinsic value-based method that is contained in APB
Opinion No. 25 ("APB 25").
The SFAS No. 123 fair value-based method will result in higher
compensation costs than the APB 25 intrinsic value-based method for fixed stock
option compensation plans and will result in different compensation costs for
variable stock option compensation plans. Also, many employee stock purchase
plans that are considered noncompensatory under APB 25 will be compensatory and
result in the recognition of compensation costs under the fair value-based
method.
SFAS No. 123 does not require an entity to adopt the new fair
value-based method for purposes of preparing its basic financial statements.
Entities are allowed either to continue to use the APB 25 method or to adopt the
SFAS No. 123 fair value-based method. However, disclosure of the pro forma net
earnings and earnings per share, as if the fair value-based method of accounting
for stock-based compensation had been elected, is required for fiscal years
beginning after December 15, 1995. The Company has elected to continue to
measure compensation cost related to employee stock purchase options using APB
25 and will provide pro forma disclosures as required in the 1996 consolidated
financial statements.
In June 1996, the FASB issued SFAS No. 125 which establishes accounting
for transfers and servicing of financial assets and extinguishment of
liabilities. This statement specifies when financial assets and liabilities are
to be removed from an entity's financial statements, the accounting for
servicing assets and liabilities and the accounting for assets that can be
contractually prepaid in such a way that the holder would not recover
substantially all of its recorded investment.
Under SFAS No. 125, an entity recognizes only assets it controls and
liabilities it has incurred, discontinues recognition of assets only when
control has been surrendered, and discontinues recognition of liabilities only
when they have been extinguished. SFAS No. 125 requires that the selling entity
continue to carry retained interests, including servicing assets, relating to
assets it no longer recognizes. Such retained interests are based on the
relative fair values of the retained interests of the subject assets at the date
of transfer. Transfers not meeting the criteria for sale recognition are
accounted for as a secured borrowing with a pledge of collateral. Under SFAS No.
125, certain collateralized borrowings may result in assets no longer being
recognized if the assets are provided as collateral and the secured party takes
control of the collateral. This determination is based upon whether: (1) the
secured party is permitted to repledge or sell the collateral and (2) the debtor
does not have the right to redeem the collateral on short notice.
Extinguishments of liabilities are recognized only when the debtor pays the
creditor and is relieved of its obligation for the liability, or when the debtor
is legally released from being the primary obligor under the liability, either
judicially or by the creditor.
-22-
<PAGE>
SFAS No. 125 requires an entity to recognize its obligation to service
financial assets that are retained in a transfer of assets in the form of a
servicing asset or liability. The servicing asset or liability is to be
amortized in proportion to, and over the period of, net servicing income or
loss. Servicing assets and liabilities are to be assessed for impairment based
on their fair value.
SFAS No. 125 modifies the accounting for interest-only strips or
retained interests in securitizations, such as capitalized servicing fees
receivable, that can be contractually prepaid or otherwise settled in such a way
that the holder would not recover substantially all of its recorded investment.
In this case, it requires that they be classified as available for sale or as
trading securities. Interest-only strips and retained interests are to be
recorded at market value. Changes in market value are included in operations, if
classified as trading securities, or in shareholders' equity as unrealized
holding gains or losses, net of the related tax effect, if classified as
available for sale. Management of the Company is currently in the process of
evaluating the financial impact of this statement on the Company.
-23-
<PAGE>
INDEX
ACC CONSUMER FINANCE CORPORATION
Page(s)
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)
Condensed consolidated balance sheets as of
September 30, 1996 and December 31, 1995 2
Condensed consolidated statements of operations
for the three months and nine months ended
September 30, 1996 and September 30, 1995 3
Condensed consolidated statements of cash flows
for the nine months ended September 30, 1996 and
September 30, 1995 4
Notes to condensed consolidated financial statements 5-8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Reports on Form 8-K
There were no reports on Form 8-K filed
during the quarter ended September 30, 1996.
b. Exhibits
Exhibit 11 - Computation of Weighted
Average Shares Outstanding 26
Exhibit 27 - Financial Data Schedule 27
-24-
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
ACC CONSUMER FINANCE CORPORATION
Date: October 25, 1996 By /s/ Rocco Fabiano
-------------------------------
Rocco Fabiano
Chief Executive Officer
Date: October 25, 1996 By /s/ Rellen Stewart
-------------------------------
Rellen Stewart
Chief Financial Officer
Date: October 25, 1996 By /s/ Shaemus Garland
-------------------------------
Shaemus Garland
Vice President and Controller
-25-
<PAGE>
</TABLE>
<TABLE>
ACC CONSUMER FINANCE CORPORATION EXHIBIT 11
COMPUTATION OF AVERAGE WEIGHTED SHARES OUTSTANDING
<CAPTION>
Three Months Ended September 30,
----------------------------------------------
1996 1995
---------- --------
Fully Fully
Issue Date Primary Diluted Primary Diluted
---------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Shares Outstanding at the Beginning of the Period 8,292,478 8,292,478 5,316,364 5,316,364
Convertible Preferred Stock Warrants
TREASURY STOCK METHOD 7/15/93 - - 467,393 519,229
Employee Stock Options
TREASURY STOCK METHOD 11/30/95 28,877 42,729 - -
Employee Stock Options
TREASURY STOCK METHOD 1/23/96 6,913 8,706 - -
Employee Stock Options
TREASURY STOCK METHOD 7/23/96 2,431 2,921 - -
-------- -------- --------------------------
Weighted Average Shares
at the End of the Period 8,330,699 8,346,834 5,783,757 5,835,593
========= ========= ========= =========
Nine Months Ended September 30,
1996 1995
---------------------- ----------------------
Shares Outstanding at Beginning of Period 6,110,479 6,110,479 5,033,343 5,033,343
Series B Preferred Stock
AS IF CONVERTED DATE OF ISSUANCE 3/28/95 - - 180,804 265,374
Series A Preferred Stock
AS IF CONVERTED DATE OF ISSUANCE 9/29/95 - - 5,947 5,947
Convertible Preferred Stock Warrants
TREASURY STOCK METHOD 7/15/93 - 288,701 519,229
Series C Preferred Stock
AS IF CONVERTED FROM BEGINNING OF
PERIOD OF ISSUANCE (SAB NO. 83) 1/15/96 181,999 181,999 - -
Common Stock 5/22/96 956,204 956,204 - -
Employee Stock Options
TREASURY STOCK METHOD 11/30/96 13,764 42,729 - -
Employee Stock Options
TREASURY STOCK METHOD 1/23/96 4,958 8,706 - -
Employee Stock Options
TREASURY STOCK METHOD 7/23/96 811 2,921 - -
---------- ---------- ----------- -------------
Weighted Average Shares at the End of the Period 7,268,215 7,303,038 5,508,795 5,823,893
=========== ========= =========== ==========
-26-
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 8,727,237
<SECURITIES> 8,250,907
<RECEIVABLES> 4,734,591
<ALLOWANCES> (390,000)
<INVENTORY> 0
<CURRENT-ASSETS> 26,151,087
<PP&E> 1,619,309
<DEPRECIATION> (654,242)
<TOTAL-ASSETS> 60,301,507
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0
0
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