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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 28050
ONYX ACCEPTANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 33-0577635
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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ONYX ACCEPTANCE CORPORATION
8001 IRVINE CENTER DRIVE, FIFTH FLOOR
IRVINE, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 450-5500
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF SECURITIES EXCHANGES ON WHICH REGISTERED
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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. X Yes __ No
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 amendments to
this Form 10-K [X].
APPLICABLE ONLY TO CORPORATE REGISTRANTS
The registrant does not have different classes of Common Stock. Based on
the closing sale price of the registrant's Common Stock as quoted on the Nasdaq
National Market on March 14, 1997, the aggregate market value of such stock held
by non-affiliates of the registrant was approximately $30,200,000 on that date.
For purposes of such calculation, only executive officers, board members, and
beneficial owners of more than 10% of the registrant's outstanding Common Stock
are deemed to be affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders currently expected to be held on May 22, 1997, as filed with the
Commission pursuant to Regulation 14A, are incorporated by reference in Part III
of this Report.
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FORM 10-K
INDEX
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PAGE
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PART I
Item 1. Business.............................................................. 1
Item 2. Properties............................................................ 15
Item 3. Litigation............................................................ 15
Item 4. Submission of Matters to a Vote of Security Holders................... 15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters -- Price Range of Common Stock and Dividend Policy............ 15
Item 6. Selected Financial Data............................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................. 17
Item 8. Financial Statements and Supplementary Data........................... 24
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.................................................. 24
PART III
Item 10. Directors and Executive Officers of the Registrant.................... 24
Item 11. Executive Compensation................................................ 24
Item 12. Security Ownership of Certain Beneficial Owners and Management........ 24
Item 13. Certain Relationships and Related Transactions........................ 25
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....... 25
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The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Annual Report on Form 10-K contains
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934. The Company's actual results could differ
materially from those projected in the forward-looking statements as a result of
the factors described under "Risk Factors" and elsewhere in this Annual Report
on Form 10-K. These factors should be considered by investors in the Company's
securities.
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PART I.
ITEM 1. BUSINESS
GENERAL
Onyx Acceptance Corporation ("Onyx" or the "Company") is a specialized
consumer finance company engaged in the purchase, securitization and servicing
of motor vehicle retail installment contracts originated by franchised and
select independent automobile dealerships in California, Arizona, Washington,
Nevada and Oregon and to a lesser extent the origination of motor vehicle loans
on a direct basis to consumers in California and Arizona (collectively "the
Contracts"). The Company focuses its efforts on acquiring Contracts secured by
late model used and, to a lesser extent, new motor vehicles, entered into with
purchasers whom the Company believes have a favorable credit profile. Since
commencing the purchase, origination and servicing of Contracts in February
1994, the Company has purchased in excess of $604.9 million in Contracts from
1,471 dealerships and has expanded its operations from a single office in
Irvine, California to nine Auto Finance Centers serving California, Arizona,
Washington, Nevada and Oregon.
The Company has significantly expanded its customer base of automobile
dealerships, and has substantially increased both monthly Contract purchases and
the size of its servicing portfolio. The number of active dealerships increased
from 769 at December 31, 1995 to 1,471 at December 31, 1996, and the annual
volume of Contracts purchased increased from $199.4 million for the year ended
December 31, 1995 to $319.8 million for the year ended December 31, 1996. As a
result, the servicing portfolio grew from an outstanding balance of $218.2
million as of December 31, 1995 to $400.7 million as of December 31, 1996. Of
the Contracts purchased by Onyx through December 31, 1996, $310.2 million, or
77.4%, were secured by used vehicles and $90.4 million, or 22.6%, were secured
by new motor vehicles. For the year-ended December 31, 1996, the average initial
principal balance and the weighted average interest rate of Contracts purchased
by the Company that were secured by motor vehicles were $12,187 and 14.69%.
The Company generates revenues primarily through the purchase, origination,
warehousing, subsequent securitization of and ongoing servicing of Contracts.
The Company earns net interest income on Contracts held during the warehousing
period. Upon the securitization and sale of Contracts, the Company recognizes a
gain on sale of Contracts, receives future servicing cash flows and earns
servicing fees from the trusts in the amount of one percent per annum of the
outstanding principal balance of the Contracts securitized. Before the Company
receives distributions of future servicing cash flows, all cash flow is utilized
to fund spread accounts up to a predetermined level required by Capital Markets
Assurance Corporation ("CapMAC") in connection with its surety bond.
BACKGROUND
The Company was founded in August 1993 by a team of six executives from
Western Financial Savings Bank ("WFS"), where they served together in key
management positions responsible for the major aspects of Prime Auto Lending,
including underwriting, servicing, information systems implementation, interest
rate management, securitizations and dealer center management.
The Company was initially capitalized by three venture capital firms in
November 1993. During February 1994, the Company obtained a $75 million
revolving credit facility and began building its portfolio of prime quality
Contracts secured by new and used motor vehicles. Within eight months following
this initial purchase of Contracts, the Company replaced that facility with a
$100 million commercial paper facility with improved terms (which has been
subsequently increased to $200 million) and successfully completed a $38.6
million publicly underwritten AAA/Aaa rated securitization. Within its first
three years of operations, Onyx has expanded to nine Auto Finance Centers,
purchased over $604.9 million in Contracts and has completed six AAA/Aaa rated
publicly underwritten securitizations.
MARKET AND COMPETITION
Competition in the field of financing retail motor vehicles sales is
intense. According to ADT Automotive, an independent automobile finance market
research firm, automobile sales valued at $675 billion
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were completed in 1996. The automobile finance market is highly fragmented and
historically has been serviced by a variety of financial entities including the
captive finance affiliates of major automotive manufacturers, banks, savings
associations, independent finance companies, credit unions and leasing
companies. Several of these competitors have greater financial resources than
the Company and may have a significantly lower cost of funds. Many of these
competitors also have long-standing relationships with automobile dealerships
and may offer dealerships or their customers other forms of financing or
services not provided by the Company. Furthermore, during the past three years,
a number of automobile finance companies have completed public offerings of
common stock, the proceeds from which are to be used, at least in part, to fund
expansion and finance increased purchases of Contracts. The Company's ability to
compete successfully depends largely upon its relationships with dealerships and
the willingness of dealerships to offer those Contracts that meet the Company's
underwriting criteria to the Company for purchase. There can be no assurance
that the Company will be able to continue to compete successfully in the markets
it serves.
The Company competes for the purchase of Contracts which meet its
underwriting criteria on the basis of emphasizing strong relationships with its
dealership customer base through its local presence. The Company supports its
dealership customer base with an operation that is open seven days a week and
has the ability to finalize purchases of Contracts on weekends, thereby
providing dealerships a level of service not available through most conventional
financing sources. The Company's success in attracting Contracts that satisfy
its underwriting criteria from a significant number of dealerships is dependent
upon the fact that many of the Company's largest competitors are not focused on
the used car market and do not generally provide the service levels provided by
the Company. The Company believes that its strong personal relationship with
dealerships in its customer base provides a significant competitive advantage to
the Company.
BUSINESS STRATEGY
The Company's principal objective remains to become one of the leading
sources of Prime Auto Lending in the United States by leveraging the experience
of its senior management team in this industry. The Company seeks to attain and
increase profitability through the implementation of the following strategies:
Targeted Market and Product Focus. The Company targets the Prime Auto
Lending market because it believes that prime lending produces greater
origination and operating efficiency than does sub-prime lending. The
Company focuses on late model used rather than new vehicles, as management
believes the risk of loss on used vehicles is lower due to lower
depreciation rates, while interest rates are typically higher. In addition,
the Company believes that the late model used motor vehicle finance market
is growing at a faster rate than is the finance market for new motor
vehicles.
Localized Dealership Service. The Company provides a high level of
service to its dealership base by marketing, underwriting, purchasing and
servicing Contracts on a local level through its Auto Finance Centers. The
Company locates its Auto Finance Centers in geographic areas of high
dealership concentration to facilitate personal service in the local
markets, including consistent buying practices, operations open seven days
a week, competitive rates, a dedicated customer service staff, fast
turnaround time and systems designed to expedite the processing of Contract
applications. This personal service is provided by a team of experienced
Account Managers with an established reputation for responsiveness and
integrity who call on dealerships in a consistent and professional manner.
The Company believes that its local presence and service provide the
opportunity to build strong and lasting relationships with dealerships.
Expansion of Dealership Customer Base. The Company believes that it
can establish active relationships with a substantial percentage of
franchised dealerships in California, Arizona, Washington, Nevada and
Oregon through its nine existing Auto Finance Centers and can access
additional franchise dealerships in other states with the additional
centers it expects to add during 1997.
Maintenance of Underwriting Standards and Portfolio Performance. The
Company has developed an underwriting process that is designed to achieve
attractive yields while minimizing delinquencies and losses. Based on its
belief that a credit scoring system is a less effective means of assessing
credit risk, the Company employs its experienced Credit Managers in the
local Auto Finance Centers to purchase
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Contracts satisfying the underwriting criteria developed by the Company.
The Company's Credit Managers are compensated, in part, upon the quality of
underwriting of the Contracts they approve. To further monitor the
integrity of the underwriting process, management regularly tracks the
delinquency and loss rates of Contracts purchased by each Credit Manager
and reviews Contracts against the Company's underwriting standards shortly
after they have been purchased.
Technology-Supported Operational Controls. Through the use of
technology, the Company has developed and instituted control and review
functions that enable senior management to monitor both the operations of
the Company and the performance of the servicing portfolio. These systems
enable senior management to monitor Contract production, yields and
performance on a real-time basis. The Company believes that its information
systems not only enhance its internal controls but also allow it to
significantly expand its Servicing Portfolio without a corresponding
increase in its labor costs.
Liquidity Through Warehousing and Securitizations. The Company's
strategy is to complete securitizations on a regular basis and to use
warehousing credit facilities provided by institutional lenders, including
a $200 million asset-backed commercial paper conduit, to fund Contracts
prior to securitization and a $20 million facility secured by the Company's
excess servicing receivables, used for other corporate purposes. The
Company also utilizes both securitization and hedging strategies to
leverage its capital efficiently and substantially reduce its interest rate
risk, while also limiting its credit loss exposure on Contracts sold.
OPERATIONS
Dealership Marketing and Service. Currently, the Company has nine Auto
Finance Centers located in the following regions:
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California Arizona
Orange County and Metropolitan Los Angeles Phoenix
North Los Angeles and Ventura Counties
The San Francisco Bay Area Washington
Riverside and San Bernardino Counties Bellevue
San Diego County
Sacramento County Nevada
Las Vegas
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As of December 31, 1996 the Company had 1,471 active dealerships in its
dealership customer base located in these regions. Of these 1,471 dealerships,
1,248 are franchised and 223 are independent used automobile dealerships. The
Company believes that franchised and select independent automobile dealerships
are most likely to provide the Company with Contracts that meet the Company's
underwriting standards.
The following table sets forth information about the Company's Contracts
and Auto Finance Centers as of the dates indicated:
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FOR THE YEARS ENDED
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DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1995 1996
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(DOLLARS IN THOUSANDS)
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Number of Auto Finance Centers................ 4 5 9
Number of Contracts purchased................. 7,619 16,571 26,244
Dollar volume of Contracts.................... $ 85,723 $199,397 $319,840
Average dollar volume of Contracts per Auto
Finance Center.............................. $ 21,430 $ 39,879 $ 35,538
Number of Active Dealerships.................. 380 769 1,471
</TABLE>
The Company's objectives over the next 12 months are to open additional
Auto Finance Centers in metropolitan areas within the United States and to
further develop relationships with existing franchised dealerships in the states
where the Company is currently doing business.
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The Account Managers work from the Auto Finance Centers to solicit, enroll
and educate new dealerships as well as to maintain relationships with the
Company's existing dealership customer base. Each Account Manager visits finance
managers at each targeted dealership in his or her territory and presents
information about the Company's dealership services. The Company's services
include service hours seven days a week and the ability to rapidly respond to
credit applications. The Account Managers educate the finance managers about the
Company's underwriting philosophy, including its preference for prime quality
Contracts secured by late model used motor vehicles and its practice of using
experienced Credit Managers (rather than computerized scoring systems) to review
applications.
The Account Managers also advise the dealership finance managers regarding
the Company's commitment to serve a broad scope of qualified borrowers through
its three Prime Auto Lending programs: the "Premier," the "Preferred," and the
"Standard" Programs. The Premier Program allows the Company to market lower
interest rates in order to capture customers of superior credit quality. The
Preferred Program allows the Company to offer Contracts at higher interest rates
to borrowers with proven credit quality. The Standard Program allows the Company
to assist qualified borrowers, who may have experienced previous credit problems
or have not yet established a significant credit history, at interest rates
higher than the Company's other programs.
The Company enters into a non-exclusive dealership agreement containing
certain representations by the dealership about the Contracts. After this
relationship is established, the Account Managers continue to actively monitor
the relationship with the objective of maximizing the volume of applications
meeting the Company's underwriting standards. Due to the non-exclusive nature of
the Company's relationships with dealerships, the dealerships retain discretion
to determine whether to seek financing from the Company for a customer seeking
to finance a vehicle purchase. The Account Managers regularly telephone and
visit finance managers to remind them of the Company's objectives and to answer
any questions they may have. To increase the effectiveness of these contacts,
the Account Managers can obtain from the Company's management information
systems real-time information listing by dealership the number of applications
submitted, the Company's response and the reasons why a particular application
was rejected. The Company believes that the personal relationships its Account
Managers, Credit Managers and Auto Finance Center Managers establish with the
finance managers are an important factor in creating and maintaining productive
relationships with its dealership customer base.
UNDERWRITING AND PURCHASING OF CONTRACTS
The Company's underwriting standards are applied by experienced Credit
Managers with a personal, hands-on analysis of the creditworthiness of each
applicant, rather than credit scoring systems used by some of the Company's
competitors. The Company believes that credit scoring systems may approve
applicants who are in fact not creditworthy while denying credit to others who
may have acceptable credit risk for the interest rate being charged. In
addition, the Company believes that having its Credit Managers personally review
each application and communicate to the submitting dealership the results of the
review, including the reasons why a particular application may have been
declined, enhances the relationship with its dealership customer base. This
practice encourages the finance manager to submit Contracts meeting the
Company's underwriting standards, thereby increasing the Company's operating
efficiency.
In order to ensure consistent application of its underwriting standards as
its volume of Contract purchases increases, the Company trains its Credit
Managers internally by requiring each of them to review Contracts recently
purchased by more experienced Credit Managers.
The underwriting process begins when an application is telecopied by a
dealership to a central toll-free number at the Irvine headquarters where it is
input into the Company's computer system. The application sets forth the
applicant's income, liabilities, credit and employment history, proposed
downpayment and provides a description of the financed vehicle. Each application
is evaluated by a Credit Manager in the local Auto Finance Center using uniform
underwriting standards developed by the Company. These underwriting standards
are intended to assess the applicant's ability to timely repay all amounts due
under the Contract and the adequacy of the financed vehicle as collateral. Among
the criteria considered by the Credit Managers in
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evaluating each application are: (i) stability of the applicant with specific
regard to his or her occupation, length of employment and length of residency;
(ii) the applicant's payment history; (iii) a debt service-to-gross monthly
income ratio test (generally not to exceed 45%); (iv) the proposed downpayment
for the financed vehicle; (v) the principal amount of the Contract taking into
account the age, type and market value of the financed vehicle; and (vi) a
payment to income ratio test generally not to exceed 15%. To evaluate credit
applications, the Company reviews on-line information, including reports of
credit reporting agencies provided by TRW, Equifax and TransUnion, Kelly Blue
Book values of financial vehicles and ownership of real estate listed on an
application. Under the Company's credit policies and procedures, Contracts of
more than $50,000 require the approval of qualified Regional Manager or the
Chief Credit Officer and more than $75,000 require approval of the Chief
Executive Officer. The Company's wide area network permits a Credit Manager in
any Auto Finance Center or the Irvine headquarters to access an application on a
real-time basis. This computer network enables senior management to efficiently
review and approve Contracts requiring approval and permits the Company to
seamlessly shift underwriting work among any of the Auto Finance Centers to
increase operating efficiency. Finally, the Company's computer network permits
real-time review by senior management of operating results sorted by any number
of variables, including by Credit Manager, Auto Finance Center, or auto
dealership.
The funds advanced by the Company to purchase a Contract generally do not
exceed: (i) for a new financed vehicle, the dealer's invoice plus taxes, title
and license fees, any extended warranty and credit insurance; or (ii) for a used
financed vehicle, the wholesale value assigned by a nationally recognized used
car value guide, plus taxes, title and license fees, any extended warranty and
credit insurance. However, the actual amount advanced for a Contract may be
often less than the maximum permissible amount depending on a number of factors,
including the length of the Contract term and the make, model and year of the
financed vehicle. These adjustments are made to verify that the financed vehicle
constitutes adequate collateral to secure the Contract.
Once review of an application is completed, the Credit Manager communicates
his or her decision to the dealership, specifying approval, conditional approval
(such as an increase in the downpayment, reduction in the term of the financing,
or the addition of a co-signer to the Contract), or denial. This process
generally takes 60 minutes or less after receipt of the application. Generally,
the Company approves or conditionally approves approximately 50% of the
applications it receives and is selected to fund approximately 50% of those
approved applications.
The dealership is required to deliver the necessary documentation for each
Contract approved for purchase by the Company to the originating Auto Finance
Center. The Company audits such documents for completeness and consistency with
the application, providing final approval for purchase of the Contract once
these requirements have been satisfied. The completed Contract file is then
promptly forwarded to the Irvine headquarters.
The Auto Finance Center purchasing the Contract funds the purchase and pays
any dealer participation. The dealership can receive 100% of the dealer
participation at purchase and the Company is entitled to recover from the
dealership over the life of the Contract the unearned portion of the dealer
participation in the event of a prepayment of the purchased Contract or
repossession of the Financed Vehicle. The Company also offers three "shared
commission" methods, in which the dealership can elect to receive 70%, 60% or
50% of the dealer participation at the time of purchase, with the Company
retaining 30%, 40% or 50% of the dealer participation.
The Company currently conducts a post-funding credit review of a majority
of its Contracts. In the review, the approved application is reexamined to be
certain it complies with the Company's underwriting and documentation
requirements. The results of these reviews are then reviewed by senior
management to ensure consistent application of the Company's underwriting
standards.
The Company employs a compensation system for its Credit Managers, Account
Managers and Auto Finance Center managers designed to reward those employees
whose Contract purchases meet the Company's volume and yield objectives while
preserving credit quality. Generally, these bonuses are payable quarterly, are
initially calculated based on the volume of Contracts purchased and the yield on
such Contracts. This bonus
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amount is reduced if the Company's post-funding credit review reveals that these
purchased Contracts did not satisfy the Company's underwriting standards. The
Company believes this incentive compensation system motivates employees to
purchase only those prime quality Contracts that meet its objectives of
increasing volume at targeted yields while preserving credit quality.
The following table sets forth information about the Company's Contracts as
of the dates indicated:
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FOR THE YEARS ENDED
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DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1995 1996
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Contracts purchased during the period
(Dollars in thousands)..................... $ 85,723 $199,397 $319,840
Average Contract amount...................... $ 11,251 $ 12,033 $ 12,187
Weighted average initial term (months)....... 54.3 55.5 56.2
Weighted average A.P.R....................... 14.01% 15.00% 14.69%
Percentage of Contracts secured by new Motor
Vehicles purchased during the period....... 27.79% 19.91% 21.47%
Percentage of Contracts secured by used Motor
Vehicles purchased during the period....... 72.21% 80.09% 78.53%
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Periodically the Company performs an analysis of its servicing portfolio to
evaluate the effectiveness of its underwriting guidelines. If external economic
factors, credit delinquencies or credit losses change, the Company may adjust
its underwriting guidelines to maintain the asset quality deemed acceptable by
the Company's management.
SERVICING AND COLLECTION PROCEDURES
The Company services all Contracts in its servicing portfolio. To reduce
the costs of its servicing operations, the Company has outsourced certain data
processing and billing functions related to its servicing of Contracts. The
Company has entered into a contract with a service bureau to provide certain
loan accounting, reporting and servicing functions. The agreement has a three
year term expiring in February 2000 subject to successive three year extensions,
and provides for billing on a per account basis. Through these service
providers, the Company mails to each Obligor a monthly billing statement ten
days prior to the due date. The Company believes this method has proven to be
more effective in controlling delinquency, and therefore losses, than payment
coupon books which are delivered to the Obligor at the time the Contract is
purchased. The Company charges a late fee on any payment received after the
expiration of the statutory or contractual grace period. Most payments from
Obligors are deposited directly into a lock box account while the balance is
received directly by the Company and promptly deposited by the Company into the
lock box account.
Under the terms of its credit facilities and securitization trusts, the
Company acts as servicer with respect to all Contracts in its servicing
portfolio. The Company receives servicing fees for servicing securitized
Contracts equal to one percent per annum of the outstanding principal balance of
such Contracts. The Company services the securitized Contracts by collecting
payments due from Obligors and remitting such payments to the trustee in
accordance with the terms of the servicing agreements. The Company maintains
computerized records with respect to each Contract to record receipts and
disbursements and to prepare related reports.
COLLECTION PROCEDURES
Collection activities with respect to delinquent Contracts are performed by
Onyx at its Irvine Collection Center. Collection activities include prompt
investigation and evaluation of the causes of any delinquency. An Obligor is
considered delinquent when he or she has failed to make at least 90% of a
scheduled payment under the Contract within 30 days of the related due date
(each a "Due Date").
To automate its collection procedures, Onyx uses features of the computer
system of its third party service bureau, Online Computer Systems, Inc. ("OCS")
to provide tracking and notification of delinquencies. The collection system
provides relevant Obligor information (for example, current addresses, phone
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numbers and loan information) and records of all Contracts. The system also
records an Obligor's promise to pay and affords supervisors the ability to
review collection personnel activity and to modify collection priorities with
respect to Contracts. Onyx utilizes a predictive dialing system centrally
located within its Irvine headquarters to make phone calls to Obligors whose
payments are past due by more than eight days but less than 30 days. The
predictive dialer is a computer-controlled telephone dialing system which dials
phone numbers of Obligors from a file of records extracted from the Onyx's
database. By eliminating time wasted on attempting to reach Obligors, the system
gives a single collector, on average, the ability to speak with and work 200 to
250 accounts per day. Once a live voice responds to the automated dialer's call,
the system automatically transfers the call to a collector and the relevant
account information to the collector's computer screen. The system also tracks
and notifies collections management of phone numbers that the system has been
unable to reach within a specified number of days, thereby promptly identifying
for management all Obligors who cannot be reached by telephone.
Once an Obligor is 20 days or more delinquent, these accounts are assigned
to specific collectors at the Centralized Collection Center who have primary
responsibility for such delinquent accounts until they are resolved. To expedite
collections from late paying Obligors, Onyx uses Western Union "Quick Collect,"
which allows an Obligor to pay at numerous locations any late payments and Onyx
to print at its Irvine headquarters a check evidencing the payment. Onyx also
uses an automatic payment system that allows an Obligor to authorize Onyx to
present a draft on the Obligor's bank account directly to the Obligor's bank for
payment to Onyx.
Generally, after a scheduled payment under a Contract continues to be past
due for between 45 and 60 days, Onyx will initiate repossession of the financed
vehicle. However, if a Contract is deemed uncollectible, if the financed vehicle
is deemed by collection personnel to be in danger of being damaged, destroyed or
made unavailable for repossession, or if the Obligor voluntarily surrenders the
financed vehicle, Onyx may repossess it without regard to the length or
existence of payment delinquency. Repossessions are conducted by third parties
who are engaged in the business of repossessing vehicles for secured parties.
Under California law and most other states, after repossession, the Obligor
generally has an additional 10 to 15 days to redeem the financed vehicle before
the financed vehicle may be resold by Onyx in an effort to recover the balance
due under the Contract.
Losses may occur in connection with delinquent Contracts and can arise in
several ways, including inability to locate the financed vehicle or the Obligor,
or because of a discharge of the Obligor in a bankruptcy proceeding. The current
policy of Onyx is to recognize losses at the time a Contract is deemed
uncollectible or during the month a scheduled payment under a Contract becomes
120 days or more past due, whichever occurs first.
Upon repossession and sale of the financed vehicle, any deficiency
remaining is pursued against the Obligor to the extent deemed practical by Onyx
and to the extent permitted by law. The loss recognition and collection policies
and practices of Onyx may change over time in accordance with Onyx's business
judgment.
MODIFICATIONS AND EXTENSIONS
Onyx offers certain credit-related extensions to Obligors. Generally, these
extensions are offered only when (i) Onyx believes that the Obligor's financial
difficulty has been resolved or will no longer impair the Obligor's ability to
make future payments, (ii) the extension will result in the Obligor's payments
being brought current, (iii) the total number of credit-related extensions
granted on the Contract will not exceed three and the total credit-related
extensions granted on the Contract will not exceed three months in the
aggregate, (iv) there have been no more than two credit-related extensions
granted on the Contract in the immediately preceding twelve months, and (v) Onyx
(or its assignee) had held the Contract for at least six months. Any deviation
from this policy requires the concurrence of a Collection Supervisor and Onyx's
collection manager and an Auto Finance Center manager.
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INSURANCE
Each Contract requires the Obligor to obtain comprehensive and collision
insurance with respect to the related financed vehicle with Onyx named as a loss
payee. Onyx's experience has been that most Obligors obtain the required
comprehensive and collision insurance in accordance with the requirements of
their Contracts.
In the event that the Obligor fails to maintain the required insurance,
however, Onyx has purchased limited comprehensive and collision insurance,
referred to as the "Blanket Insurance Policy" coverage. The Blanket Insurance
Policy provides Onyx with protection on each uninsured or underinsured Financed
Vehicle against total loss, damage or theft. Onyx has obtained its Blanket
Insurance Policy from United Financial Casualty Company, which is rated "A" by
A.M. Best & Co. For the Blanket Insurance Policy, Onyx is assessed a premium
based on each Contract acquired. The insurer under the Blanket Insurance Policy
is required to settle any claim complying with the policy conditions within 60
days from the date reported.
FINANCING AND SALE OF CONTRACTS
The Company finances acquisition of Contracts primarily with the credit
facilities and through securitizations.
CP Facility. The Company is party to a $200 million auto loan warehousing
program with Triple-A One Funding ("Triple A") used to fund purchases of
Contracts. Triple-A is a commercial paper asset-backed conduit lender sponsored
by CapMAC and is currently rated A-1/P-1 by Standard & Poor's Ratings Group and
Moody's Investor Services, Inc., respectively. CapMAC is providing credit
enhancement to Triple-A by issuing the CP Surety Bonds covering all principal
and interest obligations owed by the Company to finance purchases of Contracts
from dealerships. The Company uses the Contracts as collateral to borrow from
Triple-A. The advance rate is 95% of adjusted eligible contract balance of each
Contract and is subject to reduction by CapMAC if the net yield on the Company's
Contract portfolio falls below a target net yield. The CP Facility term is for a
five-year period ending in September 1999, subject to the annual renewal of a
liquidity facility provided by several financial institutions. After maturity in
September 1999, the CP Facility is subject to annual renewals upon mutual
consent of the parties.
Revolving Facility. The Company is party to a secured revolving line of
credit with an institutional lender of up to $20 million for working capital and
other expenditures for which the Company's $200 million CP Facility is not
otherwise available. Under the Revolving Facility, Onyx may (subject to
borrowing base availability) borrow and repay during the two-year revolving
period up to $20 million based on the following collateral-based formula: up to
the lesser of 65% of the net book value of the Company's excess servicing and
trust receivables of the securitizations deemed eligible by the lenders or up to
80% of the value of such excess servicing and trust receivables determined by
such lenders in accordance with their collateral valuation model. The Revolving
Facility contains affirmative, negative and financial covenants typical of such
credit facilities.
Hedging and Interest Rate Risk Management. The Company employs a hedging
strategy that is intended to minimize the risk of interest rate fluctuations and
which historically has involved the forward sale of U.S. Treasury securities or
use of a pre-funding structure for its securitizations. The Company is not
required to maintain collateral on the outstanding hedging program.
Securitization. Regular securitizations are an integral part of the
Company's business plan because they allow the Company to increase its
liquidity, provide for redeployment of its capital and reduce risks associated
with interest rate fluctuation. In October 1994, the Company commenced a
securitization program that involves selling interests in pools of its Contracts
to investors through the public issuance of AAA/Aaa rated, asset-backed
securities. The Company completed four AAA/Aaa rated publicly underwritten
asset-backed securitization in the amount of $405.5 million in 1996.
The net proceeds of these securitizations are used to pay down outstanding
indebtedness incurred under the Company's credit facilities to purchase
contracts, thereby creating availability for the purchase of additional
Contracts. Since 1994, the Company securitized $639.1 million of its Contracts
in seven separate
8
<PAGE> 11
transactions. In each of its securitizations, the Company has sold its Contracts
to a newly formed grantor trust which issued pass-through certificates in an
amount equal to the aggregate principal balance of the Contracts.
To improve the level of profitability from the sale of securitized
Contracts, the Company arranges for credit enhancement to achieve an improved
credit rating on the asset-backed securities issued. This credit enhancement has
taken the form of a financial guaranty issued by CapMAC, which issues a surety
bond (the "Surety Bond") insuring the payment of principal and interest due on
the asset-backed securities. Additionally, a spread account is created which
provides a source of cash to cover shortfalls in collections and to reimburse
CapMAC for claims made, if any, under the surety bonds issued with respect to
the Company's securitizations.
The spread account is generally funded with an initial cash deposit made by
the Company either from working capital or from an advance under the Revolving
Facility or from the purchase of a surety bond, and thereafter, with interest
collected on the Contracts that exceeds the interest payable to holders of the
certificates, the monthly servicing fees and certain other amounts. Funds are
withdrawn from the spread account to cover any shortfalls in amounts payable on
the asset-backed securities or to reimburse CapMAC for draws on the surety bond.
The Company is entitled to receive future servicing cash flows from the spread
account to the extent the amounts deposited exceed predetermined required
minimum levels. After such levels are reached, the future servicing cash flows
are distributed to the Company in the absence of a default.
The Company receives servicing fees for its duties relating to the
accounting for and collection of the Contracts. In addition, the Company is
entitled to the future servicing cash flows. Generally, the Company sells the
Contracts at face value and without recourse, except that certain
representations and warranties with respect to the Contracts are provided by
Onyx as the servicer and Onyx Acceptance Financial Corporation ("OAFC") as the
seller to the trust.
Gains on sale of Contracts in securitizations provide a significant portion
of the Company's revenues. Several factors affect the Company's ability to
complete securitizations of its Contracts, including conditions in the
securities markets generally, conditions in the asset-backed securities market
specifically, the credit quality of the Company's portfolio of Contracts and the
Company's ability to obtain credit enhancement.
In order to commence its public securitizations, the Company appointed
Merrill Lynch in May 1994 as exclusive lead manager for any securitization for
the period ending December 31, 1996. No such exclusive arrangement is in place
for 1997.
GOVERNMENT REGULATION
The Company's operations are subject to regulation, supervision, and
licensing under various federal, state and local statutes, ordinances and
regulations. The Company is required to comply with the laws of those states in
which it conducts operations.
Consumer Protection Laws. Numerous federal and state consumer protection
laws and related regulations impose substantial requirements upon lenders and
servicers involved in consumer finance. These laws include the Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the
Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and Z,
state's adaptations of the Uniform Consumer Credit Code and of the Uniform
Commercial Code (the "UCC") and state motor vehicle retail installment sales
acts and other similar laws. These laws, among other things, require the Company
to provide certain disclosures to applicants, prohibit misleading advertising
and protect against discriminatory financing or unfair credit practices. The
Truth in Lending Act and Regulation Z promulgated thereunder require disclosure
of, among other things, the payment schedule, the finance charge, the amount
financed, the total of payments and the annual percentage rate charged on each
retail installment contract. The Equal Credit Opportunity Act prohibits
creditors from discriminating against loan applicants (including retail
installment contracts obligors) on the basis of race, color, sex, age (provided
the applicant has the capacity to contract) marital status, religion, national
origin, the fact that all or part of the applicant's income derives from a
public assistance program, or the fact that the
9
<PAGE> 12
applicant has in good faith exercised any right under the Consumer Credit
Protection Act. Under the Equal Credit Opportunity Act, creditors are required
to make certain disclosures regarding consumer rights and advise consumers whose
credit applications are not approved of the reasons for the rejection. The rules
of the Federal Trade Commission (the "FTC") limit the types of property a
creditor may accept as collateral to secure a consumer loan and its holder in
due course rules provide for the preservation of the consumer's claims and
defenses when a consumer obligation is assigned to a subject holder. With
respect to used vehicles specifically, the FTC's rule on Sale of Used Vehicles
requires that all sellers of used vehicles prepare, complete and display a
Buyer's guide which explains any applicable warranty coverage for such vehicles.
Also, some state laws impose finance charge ceilings and other restrictions on
consumer transactions and require contract disclosures in addition to those
required under federal law. These requirements impose specific statutory
liabilities upon creditors who fail to comply with their provisions. In some
cases, these provisions could affect the Company's ability to enforce Contracts
it purchases.
EMPLOYEES
The Company employs personnel experienced in all areas of loan
originations, documentation, collection and administration. The Company employs
and trains specialists in loan processing and servicing with minimal crossover
of duties. At December 31, 1996, the Company had 221 full-time employees, none
of whom were covered by collective bargaining agreements. The Company believes
it has good relationships with its employees.
10
<PAGE> 13
RISK FACTORS
Except for the historical information contained herein, the matters
discussed in this Annual Report on Form 10-K are forward-looking statements
which involve risk and uncertainties, including but not limited to credit,
economic, competitive, governmental and financial factors affecting the
Company's operations, markets, financial products, and services and other
factors discussed in the Company's filings with the Securities and Exchange
Commission.
LIQUIDITY. The Company requires substantial cash to implement its business
strategy, including cash to: (i) acquire Contracts; (ii) pay dealer
participation; (iii) pay securitization costs including cash held in spread
accounts; (iv) settle hedge transactions; (v) satisfy working capital
requirements; (vi) pay operating expenses; and (vii) pay interest expense. These
cash requirements increase as the Company's volume of purchases of Contracts
increases. A substantial portion of the Company's revenues in any period is
represented by gain on sale of Contracts in such period but the cash underlying
such revenues is received over the life of the Contracts. In addition, cash paid
by the Company for dealer participation is not recovered at the time of
securitizations, but over the life of the Contract. The Company has operated and
expects to continue to operate on a negative cash flow basis as long as the
volume of Contract purchases continues to grow. The Company has historically
funded these negative operating cash flows principally through borrowings from
financial institutions, sales of equity securities and sales of subordinated
notes. No assurance can be given, however, that the Company will have access to
the capital markets in the future for equity or debt issuances or for
securitizations, or that financing through borrowings or other means will be
available on acceptable terms to satisfy the Company's cash requirements to
implement its business strategy. The Company's inability to access the capital
markets or obtain acceptable financing could have a material adverse effect on
the Company's results of operations and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
DEPENDENCE ON WAREHOUSE FINANCING. The Company depends on warehousing
facilities with financial institutions to finance the purchase of Contracts
pending securitization. The Company participates in a $200 million asset-backed
commercial paper conduit program (the "CP Facility"), of which Capital Markets
Assurance Corporation ("CapMAC") is the program manager, to finance 95% of the
purchase price of Contracts. The CP Facility expires in September 1999, subject
to the requirement that the related liquidity facility provided by certain banks
be extended annually. The Company currently has (subject to borrowing base
availability) a $20 million secured revolving credit facility (the "Revolving
Facility") with an institutional lender for working capital and expenditures for
which the Company's $200 million CP Facility is not otherwise available. The
Revolving Facility converts on January 31, 1998 into fully-amortizing two-year
term loans maturing in February 2000. The Company's business strategy will
require continued availability of financing during the warehousing period. There
can be no assurance that such financing will be available to the Company on
favorable terms. The inability of the Company to arrange new warehousing credit
facilities or to extend its existing credit facilities when they expire would
have a material adverse effect on the Company's results of operations and
financial condition.
The continued availability of the CP Facility is subject to, among other
things, maintenance of a target net yield, and compliance by the Company with
certain financial covenants contained in the sale and servicing agreement
between the Company, as seller, and the Company's wholly owned special purpose
finance subsidiary, Onyx Acceptance Financial Corporation ("OAFC"), as
purchaser. These covenants include a minimum ratio of tangible net worth to
total liabilities plus tangible net worth, minimum operating cash flow, minimum
amount of Contracts serviced by the Company and minimum cash on hand.
The continued availability of the Revolving Facility is subject to, among
other things, substantially similar financial covenants to those of the CP
Facility except that leverage is measured as the ratio of net worth plus
subordinated debt to total liabilities plus net worth, and is tested on the last
day of every month. Additionally, the Company is subject under the documentation
governing the Revolving Facility, to minimum net worth and subordinated debt
plus net worth tests, a limitation on quarterly operating losses and covenants
restricting delinquencies, losses and prepayments of Contracts included in a
Securitization.
11
<PAGE> 14
DEPENDENCE ON SECURITIZATION PROGRAM. The Company relies significantly upon
securitizations to generate cash proceeds for repayment of its credit facilities
and to create availability to purchase additional Contracts. Further, gain on
sale of Contracts generated by the Company's securitizations represents a
significant portion of the Company's revenues. Several factors affect the
Company's ability to complete securitizations of its Contracts, including
conditions in the securities markets generally, conditions in the asset-backed
securities market specifically, the credit quality of the Company's portfolio of
Contracts and the Company's ability to obtain credit enhancement. If the Company
were unable to profitably securitize a sufficient number of its Contracts in a
particular financial reporting period, then the Company's revenues for such
period would decline and could result in lower income or a loss for such period.
In addition, unanticipated delays in closing a securitization could also
increase the Company's interest rate risk by increasing the warehousing period
for its Contracts. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Liquidity and Capital Resources," and
"Business -- Financing and Sale of Contracts."
DEPENDENCE ON CREDIT ENHANCEMENT. Each of the Company's securitizations has
utilized credit enhancement in the form of surety bonds issued by CapMAC in
order to achieve "AAA/Aaa" ratings. This form of credit enhancement reduces the
costs of the securitizations relative to alternative forms of credit
enhancements currently available to the Company. CapMAC is not required to
insure future securitizations nor is the Company restricted in its ability to
obtain credit enhancement from providers other than CapMAC or to use other forms
of credit enhancement. There can be no assurance that the Company will be able
to obtain credit enhancement in any form from CapMAC or any other provider of
credit enhancement on acceptable terms or that future securitizations will be
similarly rated. The Company also relies on CapMAC's surety bonds to reduce its
borrowing cost under the "A-1/P-1" rated CP Facility. A downgrading of CapMAC's
credit rating or CapMAC's withdrawal of credit enhancement could result in
higher interest costs for future Company securitizations and financing costs
during the Warehousing period. Such events could have a material adverse effect
on the Company's results of operations and financial condition.
INTEREST RATE RISK. The Company's profitability is largely determined by
the difference, or "spread," between the effective rate of interest received by
the Company on the Contracts acquired by the Company and the interest rates
payable under its credit facilities during the warehousing period or for
certificates issued in securitizations. Several factors affect the Company's
ability to manage interest rate risk. First, the Contracts are purchased at
fixed interest rates, while amounts borrowed under certain of the Company's
credit facilities bear interest at variable rates that are subject to frequent
adjustment to reflect prevailing rates for short-term borrowings. The Company's
policy is to increase the buy rates it posts with dealerships for Contracts in
response to increases in its cost of funds during the warehousing period.
However, there is generally a time lag before such increased borrowing costs can
be offset by increases in the buy rates for Contracts and, in certain instances,
the rates charged by its competitors may limit the Company's ability to pass
through its increased costs of warehousing financing. Second, the spread can be
adversely affected after a Contract is purchased and while it is held during the
warehousing period by increases in the prevailing rates in the commercial paper
markets. The CP Facility permits the Company to select maturities of up to 270
days for commercial paper issued under the CP Facility. Third, the interest rate
demanded by investors in securitizations is a function of prevailing market
rates for comparable transactions and the general interest rate environment.
Because the Contracts purchased by the Company have fixed rates, the Company
bears the risk of spreads narrowing because of interest-rate increases during
the period from the date the Contracts are purchased until the closing of its
securitization of such Contracts. The Company employs a hedging strategy that is
intended to minimize this risk which historically has involved the forward sale
of U.S. Treasury securities or use of a pre-funding structure for its
securitizations. There can be no assurance, however, that this strategy will
consistently or completely offset adverse interest-rate movements during the
warehousing period or that the Company will not sustain losses on hedging
transactions. The Company's hedging strategy requires estimates by management of
monthly Contract acquisition volume and timing of its securitizations. If such
estimates are materially inaccurate, then the Company's gains on sales of
Contracts and results of operations could be adversely affected. In addition,
the Company has some interest rate exposure to falling interest rates during the
pre-funding period to the extent that the interest rates charged on Contracts
sold in a securitization with a pre-funding structure decline below the rates
prevailing at the time that the securitization closed. Such a rate
12
<PAGE> 15
decline would reduce the interest rate spread because the interest rate on the
certificates would remain fixed. This, in time, would negatively impact the
gains on sale of Contracts and the Company's results of operations.
DEFAULT AND PREPAYMENT RISK. The Company's results of operations, financial
condition and liquidity depend, to a material extent, on the performance of
Contracts purchased and warehoused by the Company. A portion of the Contracts
acquired by the Company may default or prepay during the warehousing period. The
Company bears the risk of losses resulting from payment defaults during the
warehousing period. In the event of a payment default, the collateral value of
the Financed Vehicle may not cover the outstanding Contract balance and costs of
recovery. The Company maintains an allowance for credit losses on Contracts held
during the warehousing period which reflects management's estimates of
anticipated credit losses during such period. If the allowance is inadequate,
then the Company would recognize as an expense the losses in excess of such
allowance and results of operations could be adversely affected. In addition,
under the terms of the CP Facility, the Company will not be able to borrow
against defaulted Contracts.
The Company's servicing income can also be adversely affected by prepayment
or default of Contracts in the servicing portfolio. The Company's contractual
servicing revenue is based on a percentage of the outstanding balance of such
Contracts. Thus, if Contracts are prepaid or charged-off, then the Company's
servicing revenue will decline to the extent of such prepaid or charged-off
Contracts.
The gain on sale of Contracts recognized by the Company in each
securitization and the value of the excess servicing receivable in each
transaction reflect management's estimated future credit losses and prepayments
for the Contracts included in that securitization. If actual rates of credit
loss or prepayments, or both, on such Contracts exceeded those estimated, the
value of the excess servicing receivable would be impaired. The Company
periodically reviews its credit loss and prepayment assumptions relative to the
performance of the securitized contracts and to market conditions. If necessary,
the Company would adjust the value of the excess servicing receivable by making
a charge to servicing fee income. However, the Company's results of operations
and liquidity could be adversely affected if credit loss or prepayment levels on
securitized Contracts substantially exceeded anticipated levels. Further, any
write down of excess servicing receivable would reduce the amount available to
the Company under the Revolving Facility, thus requiring the Company to pay down
amounts outstanding under the Revolving Facility or provide additional
collateral to cure the borrowing base deficiency.
LOSS OF SERVICING RIGHTS AND SUSPENSION OF FUTURE SERVICING CASH FLOWS. The
Company is entitled to receive servicing income only while it acts as servicer
under the sale and servicing agreement for Contracts during the warehousing
period and under the pooling and servicing agreement for securitized Contracts.
Any loss of the servicing rights would have a material adverse effect on the
Company's operations and financial condition.
The Company's right to act as servicer can be terminated by CapMAC, as
program manager, upon the occurrence of certain servicer termination events (as
defined in the sale and servicing agreement). Servicer termination events
include: (i) material misrepresentations or material breaches of warranties or
covenants by Onyx or OAFC, including the financial covenants of Onyx contained
in the sale and servicing agreement.
The Company's loss of the servicing rights under the Company's sale and
servicing agreement or the pooling and servicing agreements or the occurrence of
a trigger event that would block release of future servicing cash flows from the
Grantor Trusts' spread accounts would have a material adverse effect on the
Company's results of operations and financial condition.
VARIABLE QUARTERLY EARNINGS. The Company's revenues and losses have
fluctuated in the past and are expected to fluctuate in the future principally
as a result of the timing and size of its securitizations. Several factors
affecting the Company's business can cause significant variations in its
quarterly results of operations. In particular, variations in the volume of the
Company's Contract acquisitions, the interest rate spreads between the Company's
cost of funds and the average interest rate of purchased Contracts, the
effectiveness of the Company's hedging strategies, the Certificate rate for
securitizations, and the timing and size of securitizations, can result in
significant increases or decreases in the Company's revenues from quarter to
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<PAGE> 16
quarter. Any significant decrease in the Company's quarterly revenues could have
a material adverse effect on the Company's results of operations and its
financial condition.
DEPENDENCE ON KEY PERSONNEL. The Company's future operating results depend
in significant part upon the continued service of its key senior management
personnel, none of whom is bound by an employment agreement. The Company's
future operating results also depend in part upon its ability to attract and
retain qualified management, technical, and sales and support personnel for its
operations. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting or retaining such
personnel. The loss of any key employee, the failure of any key employee to
perform in his or her current position or the Company's inability to attract and
retain skilled employees, as needed, could materially adversely affect the
Company's results of operations and financial condition. The Company presently
maintains a key man life insurance policy on John W. Hall in the amount of $3
million.
COMPETITION. Competition in the field of financing retail motor vehicles
sales is intense. The automobile finance market is highly fragmented and
historically has been serviced by a variety of financial entities including the
captive finance affiliates of major automotive manufacturers, banks, savings
associations, independent finance companies, credit unions and leasing
companies. Several of these competitors have greater financial resources than
the Company and may have a significantly lower cost of funds. Many of these
competitors also have long-standing relationships with automobile dealerships
and offer dealerships or their customers other forms of financing or services
not provided by the Company. Furthermore, during the past two years, a number of
automobile finance companies have completed public offerings of common stock,
the proceeds from which are to be used, at least in part, to fund expansion and
finance increased purchases of Contracts. The Company's ability to compete
successfully depends largely upon its relationships with dealerships and the
willingness of dealerships to offer those Contracts that meet the Company's
underwriting criteria to the Company for purchase. There can be no assurance
that the Company will be able to continue to compete successfully in the markets
it serves.
THE EFFECT OF ADVERSE ECONOMIC CONDITIONS. The Company is a motor vehicle
consumer auto finance company whose activities are dependent upon the sale of
motor vehicles. The ability of the Company to continue to acquire Contracts in
the markets in which it operates and to expand into additional markets is
dependent upon the overall level of sales of new and used motor vehicles in
those markets. A prolonged downturn in the sale of new and used motor vehicles,
whether nationwide or in the California markets, could have an adverse impact
upon the Company, the results of its operations and its ability to implement its
business strategy. See "Business -- Competition."
The automobile industry generally is sensitive to adverse economic
conditions both nationwide and regionally in California and the western United
States. Periods of rising interest rates, reduced economic activity or higher
rates of unemployment generally result in a reduction in the rate of sales of
motor vehicles and higher default rates on motor vehicle loans. There can be no
assurance that such economic conditions will not occur, or that such conditions
will not result in such severe reductions in the Company's revenues or cash
flows available to the Company to permit the Company to remain current on its
credit facilities. See "Risk Factors -- Liquidity."
REGULATION. The Company's business is subject to numerous federal and state
consumer protection laws and regulations, which, among other things: (i) require
the Company to obtain and maintain certain licenses and qualifications; (ii)
limit the interest rates, fees and other charges the Company is allowed to
charge; (iii) limit or prescribe certain other terms of the Company's Contracts;
(iv) require specific disclosures; and (v) define the Company's rights to
repossess and sell collateral. The Company believes it is in compliance in all
material respects with all such laws and regulations, and that such laws and
regulations have had no material adverse effect on the Company's ability to
operate its business. However, the Company's failure to comply with applicable
laws and regulations, changes in existing laws or regulations, or in the
interpretation thereof, or the promulgation of any additional laws or
regulations could have a material adverse effect on the Company's results of
operations and financial condition.
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<PAGE> 17
ITEM 2. PROPERTIES
The Company did not own any real property at December 31, 1996. The
Company's headquarters are located in Irvine, California. The Company also
leases office space for its nine Auto Finance Centers.
ITEM 3. LITIGATION
The Company is currently not a party to any material litigation, although
it is involved from time to time in routine litigation incident to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year
covered by this Annual Report on Form 10-K to a vote of security holders,
through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the NASDAQ under the symbol "ONYX".
The following table provides quarterly high and low sales closing prices for the
Company's Common Stock from the initiation of trading on March 26, 1996 to the
year ended December 31, 1996.
<TABLE>
<CAPTION>
1996 HIGH LOW
------------------------------------------------------- ------ ------
<S> <C> <C>
First quarter.......................................... $14.00 $12.75
Second quarter......................................... $19.00 $14.00
Third quarter.......................................... $15.00 $10.50
Fourth quarter......................................... $11.50 $ 7.63
</TABLE>
At March 14, 1997, there were approximately 690 holders of record of the
Company's Common Stock.
DIVIDEND POLICY
The Company has never declared or paid dividends on its Common Stock. The
Company currently intends to retain any future earnings for its business and
does not anticipate declaring or paying any dividends on the Common Stock in the
foreseeable future. In addition, the Company's ability to declare or pay
dividends is restricted by the terms of the credit facilities.
15
<PAGE> 18
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
the Consolidated Financial Statements of the Company and the notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere herein. The consolidated statement of operations
data set forth below with respect to the years ended December 31, 1994, 1995,
and 1996 are derived from, and are qualified by reference to, the audited
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K and should be read in conjunction with those consolidated financial
statements and the notes thereto.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31
--------------------------------------------
1993 1994 1995 1996
------ ------- -------- --------
(DOLLARS IN THOUSANDS EXCEPT
FOR PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net interest income................................................. $ 9 $ 1,311 $ 2,225 $ 4,140
Servicing fee income................................................ 0 269 1,381 2,952
Gain on sale of contracts........................................... 0 515 2,012 18,128
------ ------- -------- --------
Total revenues...................................................... 9 2,095 5,618 25,220
------ ------- -------- --------
Provision for credit losses......................................... 0 208 465 266
Operating expenses.................................................. 734 5,392 8,340 15,394
------ ------- -------- --------
Total expenses...................................................... 734 5,600 8,805 15,660
------ ------- -------- --------
Income (loss) before income taxes................................... (725) (3,505) (3,187) 7,560
Income taxes........................................................ 0 0 0 1,888
------ ------- -------- --------
Net income (loss)................................................... $ (725) $(3,505) $ (3,187) $ 7,672
====== ======= ======== ========
Net income (loss) available to common shareholders.................. $ (725) $(4,081) $ (3,763) $ 7,672
====== ======= ======== ========
Average shares outstanding.......................................... N/A 2,255 2,258 5,700
====== ======= ======== ========
Net income (loss) per share......................................... N/A $ (1.81) $ (1.67) $ 1.35
====== ======= ======== ========
OPERATING DATA:
Contracts purchased during the period............................... $ 0 $85,723 $199,397 $319,840
Number of Contracts purchased during the period..................... 0 7,619 16,571 26,244
Contracts securitized during the period............................. $ 0 $38,601 $105,000 $405,514
Number of active dealerships (at end of period)..................... 0 380 769 1,471
Operating expenses as percentage of average Servicing Portfolio
during the period(1).............................................. N/A 19.1% 5.9% 4.9%
SELECTED PORTFOLIO DATA:
Servicing Portfolio (at end of period).............................. $ 0 $74,581 $218,207 $400,665
Average Servicing Portfolio during the period(1).................... $ 0 $28,291 $141,029 $311,340
Number of Contracts in Servicing Portfolio (at end of period)....... 0 6,893 20,156 38,275
Weighted average annual percentage rate (at end of period)(2)....... 0% 14.01% 15.00% 14.69%
Delinquencies as a percentage of the dollar amount of Servicing
Portfolio (at end of period)(4)................................... 0% 0.07% 1.20% 2.03%
Net charge-offs as a percentage of the average Servicing Portfolio
during the period(1).............................................. 0% 0.00% 0.37% 1.63%
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------------------
1993 1994 1995 1996
------ ------- -------- --------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents........................................... $6,729 $10,252 $ 1,623 $ 603
Contracts held for sale(3).......................................... 0 40,313 116,893 12,238
Excess servicing receivable......................................... 0 2,061 6,182 29,632
Total assets........................................................ 7,517 57,095 136,077 56,677
Commercial paper.................................................... 0 40,850 112,380 10,108
Revolving credit borrowings......................................... 0 0 9,569 2,500
Subordinated debt................................................... 0 10,000 10,000 0
Redeemable Series A Preferred Stock................................. 8,227 8,803 9,379 0
Stockholders' equity (deficit)...................................... (782) (4,122) (7,896) 37,914
</TABLE>
- ---------------
(1) Averages are based on daily balances.
(2) The weighted averages are based on the Contracts outstanding at the end of
the period.
(3) Contracts held for sale excludes dealer participation and allowance for
credit losses. See Notes 2 and 4 to the Consolidated Financial Statements.
(4) Excludes repossessed inventory.
16
<PAGE> 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Onyx is a specialized consumer finance company engaged in the purchase,
origination, securitization and servicing of Contracts originated by franchised
and select independent automobile dealerships within California, Arizona,
Washington, Nevada and Oregon and to a lesser extent the origination of motor
vehicle loans on a direct basis to consumers in California and Arizona
(collectively "the Contracts"). The Company focuses its efforts on acquiring
Contracts that are secured by late model used and, to a lesser extent, new
automobiles, that are entered into with purchasers whom the Company believes
have a favorable credit profile. Since commencing the purchase of Contracts in
February 1994, the Company has acquired more than $604.9 million in Contracts
from 1,471 dealerships and has expanded its operations from a single office in
Irvine, California to nine Auto Finance Centers serving California, Arizona,
Washington, Nevada and Oregon.
The Company generates revenues primarily through the purchase, origination,
warehousing, subsequent securitization and ongoing servicing of Contracts. The
Company earns net interest income on Contracts held during the warehousing
period. Upon the securitization and sale of Contracts, the Company recognizes a
gain on sale of Contracts, receives future servicing cash flows and earns
servicing fees from the trusts in the amount of one percent per annum of the
outstanding principal balance of the Contracts securitized.
The following table illustrates the changes in the Company's Contract
acquisition volume, total revenue, securitization activity and servicing
portfolio during the past three fiscal years.
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
----------------------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1995 1996
------------ ------------ ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Contracts purchased during year...................... $ 85,723 $199,397 $319,840
Average monthly purchases during the year............ 7,144 16,616 26,653
Gain on sale of Contracts............................ 515 2,012 18,128
Total revenue(1)..................................... 2,095 5,618 25,220
Contracts securitized during the year................ 38,601 105,000 405,514
Servicing Portfolio at period end.................... 74,581 218,207 400,665
</TABLE>
- ---------------
(1) Total revenue is comprised of net interest income, servicing fee income and
gain on sale of contracts.
Contracts Purchased and Servicing Portfolio
Since its inception, the Company has experienced significant growth in its
purchased volume of Contracts. Acquisition volume for the year ended December
31, 1996 was $319.8 million compared to $199.4 million for the year ended
December 31, 1995, representing an increase of 60% from 1995 to 1996. This
growth in acquisition volume is attributable primarily to the opening of four
additional Auto Finance Centers during 1996 bringing the total to nine Auto
Finance Centers.
The Company's increase in Contract acquisition volume has resulted in an
increase in the Company's servicing portfolio. The servicing portfolio at
December 31, 1996 was $400.7 million compared to $218.2 million at December 31,
1995, representing an increase of 83.6% for 1996.
17
<PAGE> 20
Net Interest Income
Net interest income is primarily the difference between the rate earned on
Contracts held on the balance sheet prior to securitization and the interest
costs associated with the Company's borrowings to finance the warehousing of
such Contracts. The following table illustrates the average rate earned on
Contracts, the average rate paid on borrowings and the corresponding net
interest rate spread.
NET INTEREST RATE SPREAD
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
1994 1995 1996
----- ----- -----
<S> <C> <C> <C>
Yield on Contracts(1)................................... 13.57% 14.22% 13.66%
Cost of borrowings...................................... 6.53% 7.13% 7.14%
Net interest rate spread................................ 7.04% 7.09% 6.52%
</TABLE>
- ---------------
(1) The yield on Contracts is net of Dealer Participation amortized expenses.
Gain on Sale of Contracts
The Company computes a gain on sale with respect to contracts securitized
based on the present value of the estimated future excess cash flows to be
received from such contracts using a market discount rate. Gain on sale is
recorded as excess servicing receivable on the balance sheet and is amortized
against servicing income over the life of the contracts. The gain recorded in
the income statement is adjusted for prepaid dealer commissions, issuance costs
and the effect of hedging activities.
The Company recorded gains on sale of Contracts of $18.1 million on the
sale of $405.5 million of Contracts in 1996 for its securitizations. The gain on
sale of Contracts is affected by the amount of Contracts securitized and the net
interest rate spread on those Contracts. The following table illustrates the net
interest rate spread for each of the Company's securitizations:
<TABLE>
<CAPTION>
SECURITIZATION TRANSACTIONS
---------------------------------------------------------------------------
REMAINING WEIGHTED
BALANCE AT AVERAGE
ORIGINAL DECEMBER 31, CONTRACT CERTIFICATE GROSS NET
SECURITIZATION BALANCE 1996 RATE RATE SPREAD(1) SPREAD(2)
- -------------------------------- -------- ------------ --------- ----------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
1994-1 Grantor Trust............ $ 38,601 $ 11,733 13.75% 6.90% 6.85% 1.32%
1995-1 Grantor Trust............ 105,000 46,847 14.94 7.00 7.94 1.07
1996-1 Grantor Trust............ 100,500 64,857 15.07 5.40 9.67 3.07
1996-2 Grantor Trust............ 85,013 65,449 14.84 6.40 8.44 2.98
1996-3 Grantor Trust............ 120,000 106,535 14.54 6.45 8.09 2.54
1996-4 Grantor Trust............ 100,000 93,007 14.80 6.20 8.60 2.63
-------- --------
Total........................... $549,114 $388,428
======== ========
</TABLE>
- ---------------
(1) Difference between weighted average Contract rate and certificate rate.
(2) Difference between weighted average Contract rate and certificate rate, net
of underwriting costs, other issuance costs, servicing fees, ongoing surety
bond premiums and trustee fees, and the hedging gain or loss.
Servicing Fee Income
Contractual servicing is earned at a rate of 1.0% per annum on the
outstanding balance of contracts securitized and is consistent with industry
standards. Excess servicing income is dependent upon the average
18
<PAGE> 21
excess spread on the contracts sold and the performance of the contracts.
Servicing fee income is related to the size of the serviced portfolio.
RESULTS OF OPERATIONS
Years Ended December 31, 1996, 1995 and 1994
Net Interest Income. Net interest income increased by 86% to $4.1 million
for the year ended December 31, 1996 from $2.2 million for the year ended
December 31, 1995 from $1.3 million for the year ended December 31, 1994. The
increase is primarily attributable to an increase in the average amount of
Contracts held for sale from $21.9 million for the year ended December 31, 1994
to $54.2 million for the year ended December 31, 1995, to $81.8 million for the
year ended December 31, 1996, an increase of 147% and 50.9%, respectively. This
increase in average Contracts held for sale during 1996 and 1995 increased the
interest income that Onyx earned during the warehousing period, and, as a
result, increased net interest income. The increase in interest income was
partially offset by increases in the Company's weighted average cost of
borrowings, from 6.53% in 1994 to 7.13% in 1995 to 7.14% in 1996, an increase of
9.2% and 0.1%, respectively.
Provision for Credit Losses. The Company maintains an allowance for credit
losses to cover anticipated losses on the Contracts held on balance sheet. The
allowance for credit losses is increased by charging the provision for credit
losses and decreased by actual losses on the Contracts held on balance sheet or
by the reduction of Contracts held on balance sheet. The level of the allowance
is determined based principally on the outstanding balance of Contracts held on
balance sheet, pending sales of Contracts and historical loss trends. When the
Company sells Contracts in a securitization transaction, it reduces its
allowance for credit losses and factors potential losses into its calculations
of gain on sale. The Company believes that the allowance for credit losses is
currently adequate to absorb potential losses in the owned portfolio.
Gain on Sale of Contracts. The Company completed four securitizations
totaling $405.5 million during the year ended December 31, 1996, resulting in
gains on sale of Contracts of $18.1 million. The Company completed a $38.6
million securitization during the year ended December 31, 1994, resulting in a
gain on sale of Contracts of $515,000 and a $105 million securitization in 1995
with a gain on sale of Contracts $2.0 million.
Servicing Fee Income. Servicing fee income increased to $3.0 million for
the year ended December 31, 1996 from $1,381,000 for the year ended December 31,
1995 and $269,000 for the year ended December 31, 1994. The increase was
attributable to a significant increase in the size of the average servicing
portfolio. For the year ended December 31, 1996, the size of the average
servicing portfolio increased to $311.3 million from $141.0 million and $28.3
million for the same period in 1995 and 1994.
Salaries and Benefits Expense. The Company incurred salary and benefit
expenses of $8.5 million during the year ended December 31, 1996, compared to
$5.1 million and $3.4 million for the years ended December 31, 1995 and 1994. In
order to support the growth of its operations and the servicing portfolio, the
Company hired 144 employees during 1996. The number of employees increased from
50 at December 31, 1994 to 77 at December 31, 1995 to 221 at December 31, 1996.
Other Operating Expenses. Other operating expenses increased to $6.8
million at December 31, 1996 from $3.2 million for the year ended December 31,
1995 and $2.0 million for the same period ended December 1994. The majority of
increases are due to the growth of the average servicing portfolio from $28.3
million to $141.0 million and $311.3 million at December 31, 1994, 1995 and
1996, respectively. Additionally, the Company opened four Auto Finance Centers
during the year ended December 31, 1996.
Income Taxes
The Company files federal and certain state tax returns as part of a
consolidated group that includes the Onyx and OAFC. Tax liabilities from the
consolidated returns are allocated in accordance with a tax sharing agreement
based on the relative income or loss of each entity on a stand-alone basis. The
effective tax rate for Onyx was 25% in 1996 due to the utilization of net
operating losses. Management expects the effective tax rate to increase in 1997
as a result of the utilization of the majority of the net operating losses.
19
<PAGE> 22
Net Income. The Company had net income of $7.7 million for the year ended
December 31, 1996 compared to losses of $3.2 million and $3.5 million for the
years ended December 31, 1995 and 1994. The increase in the net income is
primarily attributable to increases in gain on sale of Contracts and the
reduction in operating expenses as a percentage of outstanding balance of the
average servicing portfolio.
FINANCIAL CONDITION
Contracts Held for Sale
Contracts held for sale totaled $12.2 million at December 31, 1996 compared
to $116.9 million at December 31, 1995. The number and principal balance of
Contracts held for sale is largely dependent upon the timing and size of the
Company's securitizations. The decline in the value of Contracts held for sale
from 1995 to 1996 is primarily attributable to the Company's increased
securitization pace in 1996. Onyx securitizes Contracts on a regular basis. See
Notes 4 to the Company's Consolidated Financial Statements for Contracts held
for sale and allowance for credit losses.
Trust Receivable
At the time a securitization closes, the Company is required to establish
spread accounts in connection with each securitization. Depending on the
securitization structure, the Company may be required to deposit cash into the
spread account. The future servicing cash flows generated by Contracts sold to
each trust are deposited into the related spread account and are ultimately paid
to the Company after the related spread account reaches a predetermined funding
level. Trust receivable represents funds due to the Company but not yet
disbursed from the spread accounts, because of the restrictions imposed by the
terms of the securitizations. Trust receivable at December 31, 1994 was $1
million. Trust receivable at December 31, 1995 was $6.2 million. Trust
receivable at December 31, 1996 was $10.1 million. This 62.7% increase is a
result of the increase in total Contracts securitized and outstanding.
Excess Servicing Receivable
Excess servicing receivable consists of the estimated present value of
future servicing cash flows from related securitizations. Future servicing cash
flows are computed by taking into account certain assumptions principally
regarding prepayments, losses and servicing costs. These cash flows are then
discounted at a market-based rate. The balance is then amortized against actual
servicing fee income on a monthly basis. The following table provides historical
data regarding the excess servicing receivable.
EXCESS SERVICING RECEIVABLE
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
------ ------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Beginning balance................................... $ 0 $ 2,061 $ 6,182
Additions........................................... 2,532 8,718 35,870
Amortization........................................ (471) (4,597) (12,420)
------ ------- --------
Ending balance...................................... $2,061 $ 6,182 $ 29,632
====== ======= ========
</TABLE>
Asset Quality
The Company monitors and attempts to minimize delinquencies and losses
through timely collections and the use of a predictive dialing system. At
December 31, 1996, delinquencies for the servicing portfolio represented 2.03%
of the amount of Contracts in its servicing portfolio compared to 1.20% at
December 31, 1995. Net charge-offs as a percentage of the average servicing
portfolio were 1.63% for the period ended December 31, 1996 compared to 0.37%
for the period ended December 31, 1995. The levels of delinquencies and loan
losses have increased due to the continued seasoning of the Company's auto
portfolio and have remained at higher than expected levels due to the continued
recognition of loan losses on contracts purchased from certain used car
dealerships, primarily out of the Company's North Hollywood office. The North
Hollywood Auto Finance Center had a significant concentration of used car
dealers and the performance of the Contracts purchased from those dealers has
not been in line with management objectives.
20
<PAGE> 23
To address performance issues at this Center, management has reunderwritten
all independent used car dealers that have relationships with the Company and as
a result, has ceased doing business with a number of used car dealers,
especially in the North Hollywood office. Management further enhanced the credit
review process by creating the position of Chief Credit Officer and by
increasing staffing in the credit review department. This department continues
to audit contracts within a few days after funding. The results of the audits
are communicated back to the originating office on a daily basis. In addition,
during the fourth quarter of 1996 management further enhanced the collections
process by centralizing collections at Onyx's Irvine headquarters and hiring a
manager with over 25 years of collections experience to head the department.
Collections were previously handled at Onyx's nine Auto Finance Centers, each of
which was responsible for collections in certain geographic areas. Centralized
collections is intended to reduce cost and enhance effectiveness by enabling
personnel to specialize in specific stages of the collections process, rather
than focusing on specific geographic areas. For example, a collections officer
previously working at a regional Auto Finance Center might have focused on a
particular geographic region and covered all stages of collections (e.g., from
delinquencies through bankruptcies). In the centralized collections operation,
this officer might cover all geographic areas, but focus on a particular stage
of collections (e.g., 60-day delinquencies).
Management has also increased its on and off balance sheet reserves from
1.16% at December 31, 1994 to 1.24% at December 31, 1995 to 2.12% at December
31, 1996 of the serviced portfolio. Off balance sheet reserves are those
reserves established within the separate financial statements of the grantor
trusts in connection with securitized loans.
DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1994 1995 1996
--------------- ------------------ -----------------
AMOUNT NO. AMOUNT NO. AMOUNT NO.
------- ----- -------- ------- -------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Servicing Portfolio............. $74,581 6,893 $218,207 20,156 $400,665 38,275
Delinquencies(1)(2)
30-59 days.................... 15 2 1,608 153 5,022 478
60-89 days.................... 27 4 470 35 1,816 162
90+ days...................... 12 1 547 42 1,279 111
Total delinquencies as a percent
of Servicing Portfolio........ 0.07% 0.10% 1.20% 1.14% 2.03% 1.96%
</TABLE>
- ---------------
(1) Delinquencies include principal amounts only, net of repossessed inventory.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1994 1995 1996
------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Number of Contracts................................. 6,893 20,156 38,275
Period end Servicing Portfolio...................... $74,581 $218,207 $400,665
Average Servicing Portfolio(1)...................... $28,291 $141,029 $311,340
Number of gross charge-offs......................... 0 197 987
Gross charge-offs................................... $ 0 $ 548.2 $5,789.2
Net charge-offs(2).................................. $ 0 $ 528.6 $5,066.1
Net charge-offs as a percent of average Servicing
Portfolio......................................... 0.0 0.37 1.63
On and off balance sheet reserves as a percent of
Period end Serviced Portfolio..................... 1.16% 1.24% 2.12%
</TABLE>
- ---------------
(1) Average is based on daily balances.
(2) Net charge-offs are gross charge-offs minus recoveries of Contracts
previously charged off.
21
<PAGE> 24
LIQUIDITY AND CAPITAL RESOURCES
The Company requires substantial cash and capital resources to operate its
business. Its primary uses of cash include: (i) acquisition of Contracts; (ii)
payment of dealer participation; (iii) securitization costs, including cash held
in spread accounts; (iv) settlements of hedging transactions; (v) operating
expenses; and (vi) interest expense. The capital resources available to the
Company include: (i) net interest income during the warehousing period; (ii)
contractual servicing fees; (iii) future servicing cash flows; (iv) settlements
of hedging transactions; (v) sales of Contracts in securitizations; and (vi)
borrowings under its Credit Facilities. These sources can provide capital to
fund expansion of the Company's Contract purchasing and servicing capabilities.
Cash provided by operating activities was $90.3 million for the year ended
December 31, 1996, compared to $88.9 million used for the year ended December
31, 1995. The principal reason for the increase in cash in the Company's
operating activities was the increase in the securitizations during the year.
Proceeds from 1996 securitizations totaled $405.5 million, compared to $105
million in 1995. This increase in the proceeds from securitizations was
partially offset in 1996 with an increase in the purchases of contracts during
the year. Contract volume increased to $319.8 million in 1996 compared to $199.4
million in 1995, an increase of 60%.
Cash used in investing activities increased to $804,587 in the year ended
December 31, 1996 from $287,631 and $0 in the years ended December 31, 1995 and
1994 respectively. This increase was a result from higher capital expenditures
by the Company, principally in the purchase of furniture and equipment, in
connection with the Company's expansion.
Cash used in financing activities was $90.5 million for the year ended
December 31, 1996, compared to $80.6 million and $51.5 million provided for the
years ended December 31, 1995 and 1994. This decrease was primarily the result
of the paydown of the Revolving Facility, subordinated debt, and CP Facility.
The Company's wholly owned special purpose subsidiary, OAFC, is party to a
$200 million auto loan warehouse program (the "CP Facility") with Triple-A One
Funding Corporation ("Triple-A"). Triple-A is a commercial paper asset-backed
conduit lender sponsored by Capital Markets Assurance Corporation ("CapMAC") and
is currently rated A-1/P1 by Standard & Poor's Ratings Group and Moody's
Investor Services, Inc., respectively (such ratings are not recommendations to
invest and are subject to change). This facility provides funds to purchase
Contracts. The advance rate to OAFC is 95% of adjusted eligible principal
balance of each Contract and is subject to reduction by CapMAC if the net yield
on OAFC's Contract portfolio falls below a target net yield. The remaining 5% of
the purchase price of the Contracts generally is funded either from net interest
income earned by OAFC or by a subordinated secured note by OAFC in favor of
Onyx, which Onyx has pledged to secure its obligations under the Revolving
Facility described below. Since the CP Facility is commercial paper based, the
Company has the ability to manage its interest rate exposure during the
warehouse period between origination and securitization by determining the
maturities (one to 270 days) of its commercial paper borrowings.
Upon the occurrence of a wind-down event (as defined in the CP Facility
documents), no further borrowings by OAFC from Triple-A will be permitted and
all collections on the Contracts included in the borrowing base are distributed
in substantially the same manner as before the wind-down event except that all
outstanding Triple-A advances must be repaid before any amounts can be paid to
the subordinated note holder or OAFC. Unless earlier terminated upon the
occurrence of a wind-down event, the CP Facility matures in September 1999,
subject to the requirement that the liquidity facility provided by certain banks
to Triple-A be extended annually. After maturity in September 1999, the CP
Facility is subject to annual renewals upon mutual consent of the parties.
Additionally, the Company has a secured revolving line of credit with an
institutional lender (the "Revolving Facility")of up to $20 million for working
capital and other expenditures for which the Company's $200 million CP Facility
is not otherwise available. Under the Revolving Facility, Onyx may (subject to
borrowing base availability) borrow and repay during the two-year revolving
period up to $20 million based on the following collateral-based formula: up to
the lesser of 65% of the net book value of the Company's excess servicing and
trust receivables for the securitizations deemed eligible by the lenders or 80%
of the value of
22
<PAGE> 25
such excess servicing and trust receivables determined by such lenders in
accordance with their collateral valuation model. Advances bear interest at
1/4% over the lenders' prime rate. The Company's obligations under the
Revolving Facility are secured by a blanket lien on the Company's assets. The
Revolving Facility contains affirmative, negative and financial covenants and
other provisions typical of such credit facilities. The Revolving Facility
converts from revolving loans to fully-amortizing two-year term loans on January
31, 1998 or, if earlier, upon the occurrence of certain "Credit Triggers."
SECURITIZATIONS
In 1994, the Company commenced a securitization program that involves
selling interests in pools of its Contracts to investors through the issuance of
AAA/Aaa rated, asset-backed securities. Management's experience in this area
dates back to 1985. The Company believes that experience coupled with the
quality of Contracts acquired and the Company's management information systems
were instrumental in the Company successfully completing a $38.6 million AAA/Aaa
rated publicly underwritten Securitization in October 1994, nine months after
starting operations. The Company successfully completed its second AAA/Aaa rated
publicly underwritten securitizations in April 1995 totaling $105 million and
completed four securitizations in 1996 totaling $405.5 million and one
securitization in the first quarter of 1997 in the amount of $90 million. The
April 1995 and December 1996 transactions utilized a pre-funding structure.
These ongoing periodic securitizations are an integral part of the
Company's business plan because they allow the Company to increase its
liquidity, provide for redeployment of its capital and reduce risks associated
with interest rate fluctuations. The net proceeds of these securitizations are
generally used to pay down outstanding loans under the Company's CP Facility,
thereby creating availability for the acquisition of additional Contracts. In
each of its securitizations, the Company sells its Contracts from OAFC to a
newly formed grantor trust. The trust in turn issues interest-bearing
certificates to investors in an amount equal to the aggregate principal balance
of the Contracts. Purchasers of the certificates backed by Contracts receive a
fixed rate of interest established at the time of the sale.
INTEREST RATE EXPOSURE AND HEDGING
The Company is able through the use of varying maturities on advances from
the CP Facility to lock in rates during the warehousing period, when in
management's judgment it is appropriate, to limit interest rate exposure during
the warehousing period. See "Risk Factors -- Interest Rate Risk."
The Company has the ability to move rates upward in response to rising
borrowing costs because the Company currently does not originate loans near the
maximum rates permitted by law. Further, the Company employs a hedging strategy
which primarily includes the use of two-year Treasury securities forward
agreements. These hedges are entered into by the Company in numbers and amounts
which generally correspond to the anticipated principal amount of the related
securitization. The market value of these hedges responds inversely to the
market value changes of the underlying two-year Treasury rate. Because of this
inverse relationship, the Company can effectively lock in its gross interest
rate spread at the time the hedge transaction is entered into. Gains and losses
relative to these hedges are recognized in full at the time of securitization as
an adjustment to the gain on sale of the Contracts. The Company has only used
counterparties with investment grade debt ratings from national rating agencies
for its hedging transactions.
Management monitors the Company's hedging activities on a frequent basis to
ensure that the value of hedges, their correlation to the Contracts being hedged
and the amounts being hedged continue to provide effective protection against
interest rate risk. The Company's hedging strategy requires estimates by
management of monthly Contract acquisition volume and timing of its
securitizations. If such estimates are materially inaccurate, then the Company's
gain on sales of Contracts and results of operations could be adversely
affected. The amount and timing of hedging transactions are determined by senior
management based upon the amount of Contracts purchased and the interest rate
environment. Senior management currently expects to hedge substantially all of
its Contracts pending securitization.
23
<PAGE> 26
NEW ACCOUNTING PRONOUNCEMENTS
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities ("FAS 125"). FAS 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. Those standards are based
on consistent application of a financial-components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been surrendered,
and derecognizes liabilities when extinguished. This Statement provides
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings.
A transfer of financial assets in which the transferor surrenders control
over those assets is accounted for as a sale to the extent that consideration
other than beneficial interests in the transferred assets is received in
exchange.
The Company will adopt FAS 125 during the first quarter of 1997 and does
not believe that this statement will have a material effect on the statement of
financial position or operations.
FORWARD LOOKING INFORMATION
The preceding Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which can be identified by the use of forward-looking terminology such
as "may," "will," "expect," "anticipate," "estimate," "should" or "continue" or
the negative thereof or other variations thereon or comparable terminology. The
matters set forth in this Annual Report on Form 10-K constitute cautionary
statements identifying important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to differ materially from those in such forward-looking statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements and schedules, as listed under Item 14,
appear in a separate section of this Annual Report on Form 10-K beginning on
page F-1 and S-1, respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the directors and officers of the Company is
incorporated herein by reference to the descriptions set forth under the caption
"Election of Directors" and "Management" in the Proxy Statement for the Annual
Meeting of Shareholders currently expected to be held May 22, 1997 (the "Proxy
Statement").
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is incorporated herein by
reference to the descriptions set forth under the caption "Executive
Compensation" in the 1997 Proxy Statement.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions with
the Company is incorporated herein by reference to the information set forth
under the caption "Certain Transactions" in the 1997 Proxy Statement.
24
<PAGE> 27
ITEM 13. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management of the Company is incorporated herein by reference to the information
set forth under the caption "Security Ownership of Certain Beneficial Owners and
Management" in the 1997 Proxy Statement.
PART IV
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS:
The Company's financial statements appear in a separate section of this
Annual Report on Form 10-K beginning on the pages referenced below:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accounts......................................................... F-2
Consolidated Statements of Financial Condition as of December 31, 1996 and 1995........ F-3
Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and
1994................................................................................. F-4
Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity
(Deficit) for the years December 31, 1996, 1995 and 1994............................. F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and
1994................................................................................. F-6
Notes to Consolidated Financial Statements............................................. F-7
</TABLE>
(A) EXHIBITS
The following Exhibits are attached hereto and incorporated herein by
reference.
<TABLE>
<C> <S>
*3.1 Restated Articles of Incorporation of the Company.
*3.2 Bylaws of the Company.
*3.3 Amended and Restated Articles of Incorporation of the Company.
*3.4 Form of Certificate of Incorporation of the Company, a Delaware corporation.
*3.5 Form of Bylaws of the Company, a Delaware corporation.
*3.6 Form of Agreement and Plan of Merger of the Company, a Delaware corporation,
and the Company, a California corporation.
*10.1 Form of Indemnification Agreement of the Company, a Delaware corporation.
*10.2 Second Amended and Restated 1994 Stock Option Plan.
*10.3 Form of Notice of Grant of Stock Option under Second Amended and Restated 1994
Stock Option Plan.
*10.4 Form of Stock Option Agreement under Second Amended and Restated 1994 Stock
Option Plan.
*10.5 Form of Stock Purchase Agreement under Second Amended and Restated 1994 Stock
Option Plan.
*10.6 1994 Special Performance Option Grant Plan.
*10.7 Form of Notice of Grant of Stock Option under 1994 Special Performance Option
Grant Plan.
*10.8 Form of Stock Option Agreement under 1994 Special Performance Option Grant
Plan.
*10.9 Form of Stock Purchase Agreement under 1994 Special Performance Option Grant
Plan.
*10.10 Second Amended and Restated Loan and Security Agreement between Onyx Acceptance
Corporation and ContiTrade Services Corporation dated as of April 17, 1995.
*10.11 Letter Agreement between Onyx Acceptance Corporation and ContiTrade Services
Corporation regarding extension of the Dealer Participation Note Purchase
Facility and the Spread Account Deposit Note Purchase Facility dated August 7,
1995.
</TABLE>
25
<PAGE> 28
<TABLE>
<C> <S>
*10.12 Letter Agreement between Onyx Acceptance Corporation and ContiTrade Services
L.L.C. regarding extension of Contract Purchase Facility dated as of November
22, 1995.
*10.13 Third Amendment to Amended and Restated Investors' Rights Agreement between and
among Onyx Acceptance Corporation and the Investors identified therein dated as
of November 27, 1995.
*10.14 Warrant to purchase Common Stock in favor of ContiTrade Services Corporation
from Onyx Acceptance Corporation dated as of February 1, 1994.
*10.15 First Amendment to Co-Sale and First Refusal Agreement between and among Onyx
Acceptance Corporation, ContiFinancial Services Corporation, the Investors and
Managers, as defined therein, dated as of February 1, 1994.
*10.16 First Amendment to and Waiver of Certain Provisions of Investors' Rights
Agreement between Onyx Acceptance Corporation, ContiFinancial Services
Corporation, the Investors and the Management Holders, as defined therein,
dated as of February 1, 1994.
*10.17 Senior Subordinated Note and Warrant Purchase Agreement between and among Onyx
Acceptance Corporation, Capital Resource Lenders II, L.P. and Dominion Fund
III, L.P., dated as of November 17, 1994.
*10.18 Senior Subordinated Note due 1999 in favor of Capital Resource Lenders II, L.P.
from Onyx Acceptance Corporation dated as of November 17, 1994.
*10.19 Senior Subordinated Note due 1999 in favor of Dominion Fund III, L.P. from Onyx
Acceptance Corporation dated as of November 17, 1994.
*10.20 Warrant to purchase Common Stock in favor of Capital Resource Lenders II, L.P.
from Onyx Acceptance Corporation dated as of November 17, 1994.
*10.21 Warrant to purchase Common Stock in favor of Dominion Fund III, L.P. from Onyx
Acceptance Corporation dated as of November 17, 1994.
*10.22 Amended and Restated Co-Sale and First Refusal Agreement between and among Onyx
Acceptance Corporation and the Shareholders identified therein dated as of
November 17, 1994.
*10.23 Amended and Restated Investors' Rights Agreement between and among Onyx
Acceptance Corporation, the Investors and the Management Holders identified
therein dated as of November 17, 1994.
*10.24 Amended and Restated Voting Agreement between and among Onyx Acceptance
Corporation and the Shareholders identified therein dated as of November 17,
1994.
*10.25 Preferred Stock Subordination Agreement between and among Onyx Acceptance
Corporation, Capital Resource Lenders II, L.P., Dominion Fund III, L.P. and
certain holders of Preferred Stock identified therein dated as of November 17,
1994.
*10.26 Subordination and Intercreditor Agreement between and among Onyx Acceptance
Corporation, ContiTrade Services Corporation, Capital Resource Lenders II,
L.P., Dominion Fund III, L.P., dated as of November 17, 1994.
*10.27 Amendment of Subordination and Intercreditor Agreement dated as of April 17,
1995, between and among Onyx Acceptance Corporation, Capital Resource Lenders
II, L.P., Dominion Fund III, L.P. and ContiTrade Services Corporation.
*10.28 ISDA Master Agreement between Onyx Acceptance Financial Corporation and
Dai-Ichi Kangyo Bank, Ltd. dated as of September 8, 1994.
*10.29 Side Letter to ISDA Master Agreement between Onyx Acceptance Corporation and
Dai-Ichi Kangyo Bank, Ltd. dated as of September 12, 1994.
*10.30 Sale and Servicing Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated as of September 8, 1994.
*10.31 Triple-A One Funding Corporation Credit Agreement between and among Onyx
Acceptance Financial Corporation, Triple-A One Funding Corporation, CapMAC
Financial Services, Inc. and Capital Markets Assurance Corporation dated as of
September 8, 1994.
*10.32 Triple-A One Funding Corporation Note in favor of Onyx Acceptance Financial
Corporation from Triple-A One Funding Corporation dated as of September 12,
1994.
</TABLE>
26
<PAGE> 29
<TABLE>
<C> <S>
*10.33 Triple-A One Funding Corporation Security Agreement between and among Onyx
Acceptance Financial Corporation, Triple-A One Funding Corporation and Capital
Markets Assurance Corporation dated as of September 8, 1994.
*10.34 Subordinated Security Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated as of September 8, 1994.
*10.35 Insurance and Indemnity Agreement between and among Onyx Acceptance
Corporation, Capital Markets Assurance Corporation, Onyx Acceptance Financial
Corporation and Triple-A One Funding Corporation dated as of September 8, 1994.
*10.36 Seller Note in favor of Onyx Acceptance Corporation from Onyx Acceptance
Financial Corporation dated September 12, 1994.
*10.37 Subordinated Note in favor of Onyx Acceptance Corporation from Onyx Acceptance
Financial Corporation dated September 12, 1994.
*10.38 Sublease and Administrative Services Agreement between Onyx Acceptance
Corporation and Onyx Acceptance Financial Corporation dated as of September 8,
1994.
*10.39 Tax Allocation Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated as of September 1, 1994.
*10.40 Corporate Separateness Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated September 8, 1994.
*10.41 Amendment Number One to Security Agreement, Subordinated Security Agreement,
Sale and Servicing Agreement and Definitions List between and among Onyx
Acceptance Financial Corporation, Onyx Acceptance Corporation, Triple-A One
Funding Corporation and Capital Markets Assurance Corporation dated March 1,
1995.
*10.42 Series B Preferred Stock Purchase Agreement between Onyx Acceptance Corporation
and Comdisco, Inc. dated as of November 26, 1994.
*10.43 Series B Preferred Stock Purchase Agreement between Onyx Acceptance Corporation
and Jack Slevin dated as of November 26, 1994.
*10.44 Series B Preferred Stock Purchase Agreement between Onyx Acceptance Corporation
and Individuals' Venture Fund dated as of November 30, 1994.
*10.45 First Amendment to Amended and Restated Investors' Rights Agreement between and
among Onyx Acceptance Corporation and certain Investors identified therein
dated as of December 15, 1994.
*10.46 Pooling & Servicing Agreement between and among Onyx Acceptance Corporation,
Onyx Acceptance Financial Corporation and Bankers Trust Company dated as of
September 1, 1994.
*10.47 Indemnification Agreement between and among Onyx Acceptance Corporation, Onyx
Acceptance Financial Corporation, Capital Markets Assurance Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of September 27,
1994.
*10.48 Indemnification Agreement between Onyx Acceptance Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated dated as of September 28, 194.
*10.49 Underwriting Agreement between and among Onyx Acceptance Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of September 28,
1994.
*10.50 Pooling & Servicing Agreement between and among Onyx Acceptance Corporation,
Onyx Acceptance Financial Corporation and Bankers Trust Company dated as of
April 1, 1995.
*10.51 Indemnification Agreement between and among Onyx Acceptance Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of April 11, 1995.
*10.52 Indemnification Agreement between and among Onyx Acceptance Corporation, Onyx
Acceptance Financial Corporation, Capital Markets Assurance Corporation,
ContiFinancial Services Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated dated as of April 11, 1995.
*10.53 Underwriting Agreement between Onyx Acceptance Financial Corporation and Onyx
Acceptance Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
dated as of April 11, 1995.
</TABLE>
27
<PAGE> 30
<TABLE>
<C> <S>
*10.54 Master Lease Agreement between Onyx Acceptance Corporation and Comdisco, Inc.
dated January 7, 1994.
*10.55 Warrant to purchase Series A Preferred Stock in favor of Comdisco, Inc. from
Onyx Acceptance Corporation dated as of January 7, 1994.
*10.56 Warrant to purchase Common Stock in favor of Lighthouse Capital Partners from
Onyx Acceptance Corporation dated November 3, 1995.
*10.57 Master Lease Agreement between Lighthouse Capital Partners and Onyx Acceptance
Corporation dated November 3, 1995.
*10.58 Second Amendment to Amended and Restated Investors' Rights Agreement between
and among Onyx Acceptance Corporation and the Investors identified therein
dated as of November 3, 1995.
*10.59 Agreement for On-Line Services between On-Line Computer Systems, Inc. and Onyx
Acceptance Corporation dated as of November 19, 1993.
*10.60 Agreement for On-Line Service between On-Line Computer Systems, Inc. and Onyx
Acceptance Financial Corporation dated as of September 7, 1994.
*10.61 Option Agreement between Onyx Acceptance Corporation and John W. Hall dated as
of December 20, 1994.
*10.62 Promissory Note in favor of Onyx Acceptance Corporation from John Hall dated as
of December 20, 1994.
*10.63 Option Agreement between Onyx Acceptance Corporation and Brian Mac Innis dated
as of December 20, 1994.
*10.64 Promissory Note in favor of Onyx Acceptance Corporation from Brian Mac Innis
dated as of December 20, 1994.
*10.65 Stock Purchase Agreement between and among Brian Mac Innis and certain
Investors identified therein dated as of June 7, 1995.
*10.66 Stock Purchase Agreement between and among John W. Hall and certain Investors
identified therein dated as of June 7, 1995.
*10.67 Sublease Agreement between Onyx Acceptance Corporation and AT&T Resource
Management Corporation dated as of August 31, 1993.
*10.68 Office Space Lease (Master Lease) between and among The Irvine Company and
American Telephone and Telegraph Company dated as of April 29, 1987.
*10.69 First Amendment To Sublease between and among AT&T Resource Management
Corporation and Onyx Acceptance Corporation dated as of September 1, 1993.
*10.70 Onyx Acceptance Corporation 401(k) Plan dated January 1, 1994.
*10.71 Pooling and Servicing Agreement between Onyx Acceptance Financial Corporation,
Onyx Acceptance Corporation and Bankers Trust Company dated as of January 1,
1996.
*10.72 Underwriting Agreement between Onyx Acceptance Financial Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated January 31, 1996.
*10.73 Indemnification Agreement by and among Capital Markets Assurance Corporation,
Onyx Acceptance Corporation, Onyx Acceptance Financial Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated dated January 31, 1996.
*10.74 Indemnification Agreement by and between Onyx Acceptance Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of January 31,
1996.
*10.75 Excess Servicing and Trust Receivable Revolving Credit and Term Loan Agreement
among Onyx Acceptance Corporation, State Street Bank and Trust Company and The
First National Bank of Boston dated as of January 31, 1996.
*10.76 Pledge and Security Agreement by and among Onyx Acceptance Corporation, State
Street Bank and Trust Company and The First National Bank of Boston dated as of
January 31, 1996.
*10.77 Subordination and Intercreditor Agreement by and among State Street Bank and
Trust Company, The First National Bank of Boston, Capital Resource Lenders II,
L.P., Dominion Fund III and Onyx Acceptance Corporation dated as of January 31,
1996.
</TABLE>
28
<PAGE> 31
<TABLE>
<C> <S>
*10.78 1996-1 Spread Account Trust Agreement between Onyx Acceptance Financial
Corporation and Bankers Trust (Delaware) dated as of February 6, 1996.
*10.79 1995-1 Spread Account Trust Agreement between Onyx Acceptance Financial
Corporation and Bankers Trust (Delaware) dated as of February 6, 1996.
*10.80 1995-1 Purchase Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated as of February 6, 1996.
*10.81 1994-1 Spread Account Trust Agreement between Onyx Acceptance Financial
Corporation and Bankers Trust (Delaware) dated as of February 6, 1996.
*10.82 1994-1 Purchase Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated as of February 6, 1996.
*10.83 Form of Dealer Agreement Non-Recourse (U) between Dealership and Onyx
Acceptance Corporation.
*10.84 Form of Dealer Agreement Non-Recourse (N) between Dealership and Onyx
Acceptance Corporation.
*10.85 1996 Stock Option/Stock Issuance Plan.
**10.86 1996-2 Pooling and Servicing Agreement between Onyx Acceptance Financial
Corporation, Onyx Acceptance Corporation and Bankers Trust Company of New York
dated May 17, 1996.
**10.87 1996-2 Spread Account Trust Agreement between Onyx Acceptance Financial
Corporation and Bankers Trust (Delaware) dated as of May 17, 1996.
**10.88 Underwriting Agreement between Onyx Acceptance Financial Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated May 10, 1996.
***10.89 1996-3 Pooling and Servicing Agreement between Onyx Acceptance Financial
Corporation, Onyx Acceptance Corporation and Bankers Trust Company of New York
dated September 17, 1996.
***10.90 1996-3 Spread Account Trust Agreement between Onyx Acceptance Financial
Corporation and Bankers Trust (Delaware) dated as of September 17, 1996.
***10.91 Underwriting Agreement between Onyx Acceptance Financial Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated September 13, 1996.
****10.92 1996-4 Pooling and Servicing Agreement between Onyx Acceptance Financial
Corporation, Onyx Acceptance Corporation and Bankers Trust Company of New York
dated December 23, 1996.
****10.93 1996-4 Spread Account Trust Agreement between Onyx Acceptance Financial
Corporation and Bankers Trust (Delaware) dated as of December 23, 1996.
****10.94 Underwriting Agreement between Onyx Acceptance Financial Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated December 16, 1996.
11.1 Computation of Earnings Per Share.
21.1 Subsidiaries of the Registrant.
</TABLE>
- ---------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-680).
** Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-4220).
*** Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-10461).
**** Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-22301).
(a)(3) FINANCIAL STATEMENT SCHEDULES
All such schedules as are required are included herein. See Exhibit 11.1.
(b) EXHIBITS ON FORM 8-K
No Current Reports on Form 8-K were filed during the quarter ended December
31, 1996.
29
<PAGE> 32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Annual Report on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.
ONYX ACCEPTANCE CORPORATION
By: /s/ JOHN W. HALL
------------------------------------
John W. Hall
President and
(Principal Executive Officer)
By: /s/ DON P. DUFFY
------------------------------------
Don P. Duffy
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to the Annual Report on Form 10-K/A has been signed by the
following persons on behalf of the Registrant in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------------- ----------------
<C> <S> <C>
/s/ THOMAS C. STICKEL Chairman of the Board of Directors April 29, 1997
- ----------------------------------------
Thomas C. Stickel
/s/ JOHN W. HALL President, Chief Executive Officer April 29, 1997
- ---------------------------------------- and Director
John W. Hall
/s/ BRUCE R. HALLETT Secretary and Director April 29, 1997
- ----------------------------------------
Bruce R. Hallett
/s/ ROBERT A. HOFF Director April 29, 1997
- ----------------------------------------
Robert A. Hoff
/s/ G. BRADFORD JONES Director April 29, 1997
- ----------------------------------------
G. Bradford Jones
/s/ DON P. DUFFY Executive Vice President and Chief April 29, 1997
- ---------------------------------------- Financial Officer, Director
Don P. Duffy
</TABLE>
30
<PAGE> 33
ONYX ACCEPTANCE CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants..................................................... F-2
Consolidated Financial Statements
Consolidated Statements of Financial Condition as of December 31, 1996 and 1995..... F-3
Consolidated Statements of Operations for the years ended December 31, 1996, 1995
and 1994......................................................................... F-4
Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity
(Deficit) for the years ended December 31, 1996, 1995 and 1994................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995
and 1994......................................................................... F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>
F-1
<PAGE> 34
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
Onyx Acceptance Corporation
We have audited the accompanying consolidated statements of financial
condition of Onyx Acceptance Corporation and subsidiary (the "Company") as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, redeemable preferred stock and stockholders' equity (deficit), and
cash flows for each of the three years in the period ended December 31, 1996 and
the financial statement schedule included as Exhibit 11.1. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Onyx Acceptance
Corporation and its subsidiary as of December 31, 1996 and 1995, the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material respects,
the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
January 31, 1997
F-2
<PAGE> 35
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1996 1995
----------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents.................................... $ 603,028 $ 1,622,713
Contracts held for sale (net of allowance)................... 12,562,073 120,215,434
Trust receivable............................................. 10,105,690 6,208,617
Excess servicing receivable (net of amortization)............ 29,632,039 6,181,518
Furniture and equipment (net of accumulated depreciation).... 1,327,200 872,713
Other assets................................................. 2,446,923 975,846
----------- ------------
TOTAL ASSETS................................................... $56,676,953 $136,076,841
=========== ============
LIABILITIES
Accounts payable............................................. $ 2,705,118 $ 287,519
Commercial paper............................................. 10,108,390 112,380,318
Subordinated debt............................................ 0 10,000,000
Revolving credit borrowing................................... 2,500,000 9,569,218
Capital lease obligations.................................... 542,843 557,955
Accrued interest payable..................................... 73,161 1,317,515
Other liabilities............................................ 2,833,625 480,864
----------- ------------
TOTAL LIABILITIES.............................................. 18,763,137 134,593,389
MANDATORILY REDEEMABLE PREFERRED STOCK
Par value $.01 per share; Series A;
authorized 8,863,600 shares;
issued and outstanding 8,227,349 shares at December 31,
1995...................................................... 0 9,379,177
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY/(DEFICIT)
SERIES B PREFERRED STOCK
Par value $.01 per share; authorized 138,400 shares;
issued and outstanding 136,365 shares at December 31,
1995.................................................... 0 1,364
PREFERRED STOCK
Par value $.01 per share; authorized 3,000,000 shares;
none issued and outstanding.............................
COMMON STOCK
Par value $.01 per share; authorized 15,000,000 shares;
issued and outstanding 5,904,768 as of December 31, 1996
and issued and outstanding 2,241,454 shares as of
December 31, 1995....................................... 59,048 22,415
ADDITIONAL PAID IN CAPITAL................................... 37,753,725 803,109
RETAINED EARNINGS (DEFICIT).................................. 101,043 (8,722,613)
----------- ------------
TOTAL EQUITY/(DEFICIT)......................................... 37,913,816 (7,895,725)
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)........... $56,676,953 $136,076,841
=========== ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-3
<PAGE> 36
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES:
Interest income..................................... $ 9,354,271 $ 7,707,644 $ 2,964,241
Investment income................................... 325,885 522,676 167,221
----------- ----------- -----------
INTEREST INCOME -- TOTAL.............................. 9,680,156 8,230,320 3,131,462
INTEREST EXPENSE...................................... 5,539,850 6,005,376 1,820,151
----------- ----------- -----------
NET INTEREST INCOME................................... 4,140,306 2,224,944 1,311,311
SERVICING FEE INCOME.................................. 2,952,242 1,381,041 268,689
GAIN ON SALE OF CONTRACTS............................. 18,127,956 2,012,365 514,916
----------- ----------- -----------
TOTAL REVENUES........................................ 25,220,504 5,618,350 2,094,916
----------- ----------- -----------
EXPENSES:
Provision for credit losses......................... 265,802 465,240 208,142
Salaries and benefits............................... 8,547,815 5,127,005 3,388,190
Occupancy........................................... 662,634 398,673 298,260
Depreciation........................................ 821,354 688,876 550,451
General and administrative expenses................. 5,362,382 2,125,602 1,155,257
----------- ----------- -----------
TOTAL EXPENSES........................................ 15,659,987 8,805,396 5,600,300
----------- ----------- -----------
NET INCOME (LOSS) BEFORE INCOME TAXES................. 9,560,517 (3,187,046) (3,505,384)
INCOME TAXES.......................................... 1,888,691 0 0
----------- ----------- -----------
NET INCOME (LOSS)..................................... $ 7,671,826 $(3,187,046) $(3,505,384)
=========== =========== ===========
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON
STOCKHOLDERS........................................ $ 7,671,826 $(3,762,960) $(4,081,298)
=========== =========== ===========
NET INCOME (LOSS) PER SHARE OF COMMON STOCK -- PRIMARY
AND FULLY DILUTED................................... $ 1.35 $ (1.67) $ (1.81)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING......... 5,700,515 2,258,101 2,254,860
=========== =========== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-4
<PAGE> 37
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
(DEFICIT)
<TABLE>
<CAPTION>
MANDATORILY
REDEEMABLE SERIES A SERIES B PREFERRED TOTAL
PREFERRED STOCK COMMON STOCK STOCK RETAINED STOCKHOLDERS'
------------------------- -------------------- ------------------ ADDITIONAL EARNINGS EQUITY
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT PAID IN CAPITAL (DEFICIT) (DEFICIT)
---------- ----------- --------- ------- -------- ------ --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
at
December
31,
1993... 8,227,349 $ 8,227,349 2,158,779 $21,588 0 0 $ 52,458 $ (855,686) $ (781,640)
Issuance
of
Series
B
Preferred
Stock... 136,365 $1,364 748,636 750,000
Issuance
costs
on
Series
B
Preferred
Stock... (8,700) (8,700)
Accretion
of
Redeemable
Series
A
Preferred
Stock to
redemption
price... 575,914 (575,914) (575,914)
Net
loss... (3,505,384) (3,505,384)
---------- ----------- --------- ------- -------- ------ --------------- ----------- -------------
Balance
at
December
31,
1994... 8,227,349 8,803,263 2,158,779 21,588 136,365 1,364 801,094 (4,945,684) (4,121,638)
---------- ----------- --------- ------- -------- ------ --------------- ----------- -------------
Issuance
of
Common
Stock... 82,675 827 2,015 2,842
Issuance
costs
on
Common
Stock... (13,969) (13,969)
Accretion
of
Redeemable
Series
A
Preferred
Stock to
redemption
price... 575,914 (575,914) (575,914)
Net
loss... (3,187,046) (3,187,046)
---------- ----------- --------- ------- -------- ------ --------------- ----------- -------------
Balance
at
December
31,
1995... 8,227,349 9,379,177 2,241,454 22,415 136,365 1,364 803,109 (8,722,613) (7,895,725)
---------- ----------- --------- ------- -------- ------ --------------- ----------- -------------
Issuance
of
Common
Stock... 2,908,135 29,081 32,307,821 32,336,902
Conversion
of
Preferred
Stock
Series
A... (8,227,349) (9,379,177) 715,422 7,154 8,220,195 1,151,830 9,379,179
Conversion
of
Preferred
Stock
Series
B... 39,757 398 (136,365) (1,364) 966
Issuance
costs... (3,578,366) (3,578,366)
Net
income... 7,671,826 7,671,826
---------- ----------- --------- ------- -------- ------ --------------- ----------- -------------
Balance
at
December
31,
1996... 0 $ 0 5,904,768 $59,048 0 $ 0 $37,753,725 $ 101,043 $37,913,816
========== ============ ========= ======== ========= ====== ============ ============ ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-5
<PAGE> 38
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------
1996 1995 1994
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income (loss)....................................... $ 7,671,826 $ (3,187,046) $ (3,505,384)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Amortization of excess servicing................... 12,419,479 4,597,816 471,262
Provision for credit losses........................ 265,802 465,240 208,142
Depreciation....................................... 821,354 688,876 550,451
Increase in trust receivable....................... (3,897,074) (5,184,314) (1,024,303)
Increase in excess servicing receivable............ (35,870,000) (8,718,596) (2,532,000)
(Increase) decrease in other assets................ (1,471,078) 106,304 (1,001,677)
Increase in accounts payable....................... 2,417,599 158,673 57,632
Increase (decrease) in accrued interest payable.... (1,244,356) 1,249,453 68,062
Increase in other liabilities...................... 1,766,591 9,002 471,863
Proceeds from the sale of Contracts held for sale....... 405,513,000 105,000,000 38,601,305
Purchase of Contracts held for sale..................... (319,840,214) (199,397,321) (85,722,877)
Principal payments received on Contracts held for
sale.................................................. 21,582,236 18,936,342 6,808,804
Write-off unamortized participation on sold loans....... 12,582,515 3,485,771 1,270,184
Payments of participation to dealers (net of chargeback
collections and amortized expense).................... (12,449,983) (7,148,199) (2,733,952)
------------- ------------- -------------
Cash provided by (used in) operating activities........... 90,267,697 (88,937,999) (48,012,488)
INVESTING ACTIVITIES
Purchase of furniture and equipment..................... (804,587) (287,631) 0
------------- ------------- -------------
Cash used in investing activities......................... (804,587) (287,631) 0
FINANCING ACTIVITIES
Proceeds from capital lease financing................... 0 0 306,956
Payments on capital leases.............................. (486,369) (502,978) (363,250)
Proceeds from commercial paper issuance................. 273,228,073 628,929,455 224,296,055
Payments to retire outstanding commercial paper......... (375,500,000) (557,399,222) (183,445,971)
Proceeds from drawdown on revolving credit borrowings... 16,348,568 9,850,000 44,550,000
Payments to paydown revolving credit borrowings......... (23,417,776) (280,782) (44,550,000)
Proceeds (paydown) from subordinated debt............... (10,000,000) 0 10,000,000
Payments of stock issuance costs........................ (1,595,837) 0 0
Payments for issuance of preferred stock................ 0 0 (8,700)
Proceeds from exercise of options/warrants.............. 17,250 0 0
Proceeds from sale of preferred and common stock........ 30,337,128 0 750,000
Increase in other loans................................. 586,168 0 0
------------- ------------- -------------
Cash provided by (used in) financing activities........... (90,482,795) 80,596,473 51,535,090
------------- ------------- -------------
Increase (decrease) in cash and cash equivalents.......... (1,019,685) (8,629,157) 3,522,602
Cash and cash equivalents at beginning of period.......... 1,622,713 10,251,870 6,729,268
------------- ------------- -------------
Cash and cash equivalents at end of period................ $ 603,028 $ 1,622,713 $ 10,251,870
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash activities:
Additions to capital leases........................... $ 471,256 $ 166,281 $ 950,946
Cash paid for interest................................ 6,784,204 4,755,923 1,752,089
Conversion of preferred stock......................... 9,379,177 -- --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
F-6
<PAGE> 39
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- NATURE OF OPERATIONS
Onyx Acceptance Corporation ("Onyx") was incorporated on August 17, 1993,
and commenced operations in February 1994. Onyx and its wholly owned special
purpose finance subsidiary Onyx Acceptance Financial Corporation ("OAFC")
(collectively, the "Company") specialize in the origination, sale and servicing
of retail automobile installment loans ("Loans" or "Contracts") originated by
automobile dealers in California, Arizona, Washington, Nevada and Oregon. The
Company provides an independent source to automobile dealers to finance their
customers' purchases of new and used automobiles. The Company attempts to meet
the needs of dealers through consistent buying practices, competitive rates, a
dedicated customer service staff, fast turnaround time and systems designed to
expedite the processing of loan applications.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of Onyx and OAFC. All significant intercompany
accounts and transactions have been eliminated upon consolidation.
Cash and Cash Equivalents: The Company considers all significant
investments with maturity at acquisition of three months or less to be cash
equivalents.
Contracts Held for Sale: Contracts held for sale are stated at the lower
of aggregate amortized cost or market. Market is determined based on the
estimated value of the loans if securitized and sold.
The Company defers certain contract origination fees and premiums paid to
dealers. The net amount is amortized as an adjustment to the related contracts
yield, on the same basis as that used to record income on the Contracts, over
the contractual life of the related loans. At the time of sale any remaining
amounts are included as part of the computation of the gain on sale of
Contracts.
The Company continues to accrue interest on Contracts until the Contract is
charged off which occurs after the Contract is past due 120 days. At the time
that the Contract is charged off, all accrued interest is also charged off.
Allowance for Credit Losses: The allowance for credit losses is maintained
at a level believed adequate by management to absorb potential losses in the
Contracts held for sale. The Company stratifies the portfolio by credit type at
origination, with each separate risk pool assigned a unique provision rate. This
unique provision rate is established by Management using the following criteria;
past loan loss experience, current economic conditions, volume, growth and other
relevant factors, and is re-evaluated on a quarterly basis. The allowance is
increased by provisions for loan losses charged against income. All recoveries
on finance receivables previously charged off are credited to the allowance.
Excess Servicing Receivable: The Company purchases contracts to be sold to
investors with servicing rights retained by Onyx. Onyx sells 100% of the
contracts and does not retain any residual interest in securitized or sold
contracts. Contracts are sold at or near par value with the Company retaining a
participation in the future cash flows released by the Grantor Trusts. As of
December 31, 1996 the Company is servicing all the Contracts sold to the Grantor
Trusts.
Gains on sales of contracts are determined by the difference between sales
proceeds and the cost of the loans or contracts adjusted for the present value
of the difference, if any, between the estimated future servicing revenues and
normal servicing revenues for those loan sales where servicing is retained by
the Company. Premiums resulting from the present value of such excess revenues
are amortized over the estimated lives of the contracts.
F-7
<PAGE> 40
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
To determine the Excess Servicing Receivable, the future servicing cash
flows are first estimated using an assumed rate of prepayment that is intended
to be a conservative estimate relative to historical experience and is then
discounted at a market rate commensurate with the risk associated with the type
of investment. The Excess Servicing Receivable is then reduced by a credit loss
provision based upon historical experience and deemed adequate to cover net
losses over the life of the Grantor Trust.
The Company quarterly evaluates the carrying value of the Excess Servicing
Receivable on a trust by trust basis for the predominant risk factors of the
underlying contracts, including actual prepayment experience and actual loss
experience and for changes in economic conditions. An adjustment required to
reduce the carrying amount, if appropriate, is charged to servicing income.
Furniture and Equipment: Furniture and equipment are stated at cost less
accumulated depreciation and are depreciated for financial reporting purposes on
a straight-line basis over a three year estimated life. Capitalized leased
assets are amortized over the lease term.
Reverse Stock Split: As a result of the initial public offering during 1996
Onyx effected a 3.43 for 1 reverse split of Common Stock. The Common Stock and
Additional Paid in Capital of Onyx reported on the Consolidated Statements of
Financial Condition have been retroactively adjusted for all reported periods
for the reverse stock split. The reverse stock split has also been given effect
to the Net Income (Loss) Per Share, Stock Options (Note 11) and Warrants (Note
15).
Interest and Fee Income: Interest and fee income on Contracts held for sale
is determined on a monthly basis using the sum-of-the-months digits method which
approximates the effective yield method.
Income Taxes: The Company utilizes Statement of Financial Accounting
Standards No. 109,
"Accounting for Income Taxes," which requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statements and the tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The provision for income taxes represents the tax payable for the period and the
change during the year in deferred tax assets and liabilities. The Company files
consolidated federal and state tax returns.
Net Income Per Share: Net income per common share is based on average
number of shares outstanding during 1996 plus the net effect of dilutive
warrants and options. The net loss per share in 1995 and 1994 has been
calculated in terms of Staff Accounting Bulletin SAB Topic 4-D issued by the
Securities and Exchange Commission ("SAB") which requires the net loss
attributable to common stockholders to be divided by the number of shares of
common stock outstanding, after giving effect to the reverse stock split in
1996, plus the number of warrants and options, calculated using the treasury
stock method, issued within a one year period prior to the initial filing of the
registration statement relating to the initial public offering, after giving
effect to the reverse stock split. Furthermore, as required by the SAB the
number of shares of common stock and common stock equivalents has been applied
even though the effect of the incremental number of shares with respect to the
options and warrants is anti-dilutive. The number of shares of common stock and
common stock equivalents so calculated amounted to 2,258,101 in 1995 and
2,254,860 in 1994.
Derivative Financial Instruments: The Company employs hedging strategies to
manage its gross interest rate risk. The hedging strategies include the use of
U.S. Treasury securities to manage the interest rate on securitization of the
Contracts held for sale.
The two-year Treasury forward agreements are entered into by the Company in
numbers and amounts which generally correspond to the principal amount of future
securitization transactions. The market value of these forward agreements
responds inversely to the market value change of the underlying Contracts.
Because
F-8
<PAGE> 41
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of this inverse relationship, Onyx can effectively lock in its gross interest
rate spread at the time the hedge transaction is entered into. Gains and losses
relative to these agreements are deferred and recognized in full at the time of
securitization as an adjustment to the Gain on Sale of Contracts. The Company is
not required to maintain any collateral with respect to its hedging strategies.
Pervasiveness of Estimates: The preparation of the consolidated financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Concentration of Credit Risk: A majority of the Company's operations are
concentrated in California and performance of the Company's Contracts held for
sale and excess servicing receivable is sensitive to general economic
conditions.
Stock-based Compensation: Accounting for Stock-Based Compensation ("SFAS
123"), was issued by the Financial Accounting Standards Board in October 1995
and is effective for fiscal years beginning after December 15, 1995. SFAS 123
encourages, but does not require companies to recognize compensation expense
associated with stock based compensation plans over the anticipated service
period based on the fair value of the award on the date of grant. As allowed by
SFAS 123, however, the Company has elected to continue to measure compensation
costs as prescribed by APB Opinion No. 25 "Accounting for Stock Issued to
Employees." See footnote 11 for Pro Forma disclosures of net income (loss) and
earnings per share, as if 123 had been adopted.
NOTE 3 -- RECENT ACCOUNTING PRONOUNCEMENTS
In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities ("FAS 125"). FAS 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. Those standards are based
on consistent application of a financial-components approach that focuses on
control. Under that approach, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been surrendered,
and derecognizes liabilities when extinguished. This Statement provides
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings.
A transfer of financial assets in which the transferor surrenders control
over those assets is accounted for as a sale to the extent that consideration
other than beneficial interests in the transferred assets is received in
exchange.
The Company will adopt FAS 125 during the first quarter of 1997 and does
not believe that this statement will have a material effect on the statement of
financial position or operations.
RECLASSIFICATION
Certain amounts in the prior year consolidated financial statements have
been reclassified to conform to 1996 presentation.
F-9
<PAGE> 42
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- CONTRACTS HELD FOR SALE
Contracts held for sale consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1996 1995
----------- ------------
<S> <C> <C>
Contracts held for sale.......................... $14,539,285 $157,552,745
Less unearned interest........................... 2,301,207 40,660,123
----------- ------------
12,238,078 116,892,622
Allowance for credit losses...................... (61,190) (591,765)
----------- ------------
12,176,888 116,300,857
Dealer Participation............................. 385,185 3,914,577
----------- ------------
Total............................................ $12,562,073 $120,215,434
=========== ============
</TABLE>
At December 31, 1996, contractual maturities of Contracts held for sale
were as follows:
<TABLE>
<S> <C>
1997............................................................ $ 26,341
1998............................................................ 396,556
1999............................................................ 792,387
2000............................................................ 2,405,476
2001 and thereafter............................................. 8,617,318
-----------
$12,238,078
===========
</TABLE>
Changes in the allowance for credit losses were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
--------- --------
<S> <C> <C>
Balance at beginning of period........................ $ 591,765 $208,142
Provision for credit losses........................... 265,802 465,240
Charged-off loans..................................... (953,582) (83,297)
Recoveries............................................ 157,205 1,680
--------- --------
Balance at end of period.............................. $ 61,190 $591,765
========= ========
</TABLE>
The fair value of Contracts held for sale was $13.1 million and $129.5
million at December 31, 1996 and 1995, respectively.
At December 31, 1995, the Company had entered into two-year Treasury
forward agreements with a notional face amount outstanding of $200.0 million
with maturities matching the average life of the Contracts being hedged. At
December 31, 1995 the Company had deferred losses of $1.7 million relating to
these agreements. At December 31, 1996, the Company had similar agreements with
a notional face amount outstanding of $75.0 million with deferred losses of
$2,000. The latest maturity date being March 18, 1997.
Included in the Gain on Sale of Contracts for the year ended December 31,
1996 and 1995 is a loss of $2.3 million and a loss of $1.6 million,
respectively, arising from hedging activities.
Contracts serviced by the Company for the benefit of others totaled
approximately $388.0 million at December 31, 1996 and $101.0 million at December
31, 1995. These amounts are not reflected in the accompanying consolidated
financial statements.
F-10
<PAGE> 43
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 -- EXCESS SERVICING RECEIVABLE
The following table presents the balances and activity for excess servicing
receivable:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1996 1995
------------ -----------
<S> <C> <C>
Beginning Balance........................................ $ 6,181,518 $ 2,060,738
Additions................................................ 35,870,000 8,718,596
Amortization............................................. (12,419,479) (4,597,816)
------------ -----------
Ending Balance........................................... $ 29,632,039 $ 6,181,518
============ ===========
</TABLE>
The fair value of excess servicing receivable was $29.6 million and $6.2
million at December 31, 1996 and 1995, respectively.
NOTE 6 -- FURNITURE AND EQUIPMENT
Furniture and equipment consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1995
---------- ----------
<S> <C> <C>
OWNED:
Office furniture........................................... $ 617,485 $ 185,811
Computer equipment......................................... 726,616 449,338
Leasehold improvements..................................... 389,425 52,040
---------- ----------
Total.............................................. 1,733,526 687,189
---------- ----------
CAPITALIZED LEASES:
Office furniture........................................... 481,768 481,768
Computer equipment......................................... 1,173,149 683,083
Leasehold improvements..................................... 0 260,000
---------- ----------
Total.............................................. 1,654,917 1,424,851
---------- ----------
Total furniture and equipment................................ 3,388,443 2,112,040
Less: accumulated depreciation and amortization.............. 2,061,243 1,239,327
---------- ----------
Furniture and equipment, net................................. $1,327,200 $ 872,713
========== ==========
</TABLE>
NOTE 7 -- COMMERCIAL PAPER
The Company has a commercial paper facility (the "CP facility") with a
financial institution with borrowings outstanding at December 31, 1996 of
$10,108,390 and at December 31, 1995 of $112,380,318. Under terms of the
agreements the Company is able to borrow 95% of the principal amount of loans
purchased. Borrowings under the commercial paper arrangement become due as the
principal payments are received or the related automobile loans are sold. The
combined amount of credit available to the Company for the purchase of
automobile loans under the facility is $200 million. The amount of commercial
paper outstanding at any time is collateralized by the Contracts held for sale.
These credit arrangements mature on September 7, 1997 and are subject to annual
renewal on each anniversary date. The Company is in compliance with certain
ratios and other borrowing covenants under the commercial paper arrangements.
The fair value of commercial paper was $10.1 million and $112.4 million at
December 31, 1996 and 1995 respectively. The commercial paper facility had an
average interest rate of 6.69% for the year ended December 31, 1996, 7.62% and
7.16% for the years ended December 31, 1995 and 1994, respectively.
F-11
<PAGE> 44
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 8 -- SUBORDINATED DEBT
On November 17, 1994 the Company issued $5.0 million of 12% and $5.0
million of 11 3/4% subordinated debentures, with warrants for common stock, due
October 31, 1999. The debentures were paid off at the completion of the initial
public offering. The fair value of subordinated debt was $10.0 million at
December 31, 1995.
NOTE 9 -- REVOLVING CREDIT BORROWING
The Company has a secured revolving line of credit with borrowings
outstanding of $2.5 million at December 31, 1996 with an institutional lender of
up to $20.0 million for working capital and other expenditures for which the
$200.0 million CP facility is not available. The Company may borrow and repay
the loan during the two-year revolving period with the loan amount determined by
a borrower base formula. The formula is a percentage of the Company's excess
servicing assets and trust receivables which are collateral for the borrowings.
Advances bear interest at 1/4% over the lenders prime rate. The Revolving
facility converts from revolving loans to fully-amortizing two-year term loans
on January 31, 1998. The Revolving Credit facility had an average interest rate
of 8.5% for the year ended December 31, 1996. The fair value of the Revolving
Facility was $2.5 million at December 31, 1996. The Company is in compliance
with certain ratios and other borrowing covenants under the revolving credit
borrowings.
The Company had a revolving credit facility that allowed the Company to
borrow up to $13.5 million. The facility was split into two subfacilities of
$3.5 million and $10 million. The first subfacility allowed the Company to
borrow 5% of the amount of automobile loans purchased. The first subfacility was
collateralized by 5% of the Contracts held for sale. The second subfacility
allowed the Company to fund dealer commissions and the initial deposit to fund
accounts (spread accounts) required of the Company under securitization
agreements. The second subfacility was collateralized by the cash flows released
by the spread accounts. The Revolving Credit facility had an average interest
rate of 12.93% for the year ended December 31, 1995. The first subfacility
revolving credit borrowings agreements was issued warrants for common stock. The
warrants are exercisable at a price of $0.01.
NOTE 10 -- COMMITMENTS AND CONTINGENCIES
The Company leases furniture, fixtures and equipment under capital leases
with terms in excess of one year. The Company leases its office space under
operating leases with options to renew. Certain operating lease agreements
provide for escalations based on contractual provisions.
Future minimum lease payments required under capital leases and
noncancelable operating leases are as follows as of December 31, 1996:
<TABLE>
<CAPTION>
CAPITAL LEASES OPERATING LEASES
-------------- ----------------
<S> <C> <C>
1997............................................ $334,261 $1,055,647
1998............................................ 211,778 953,986
1999............................................ 65,840 494,085
2000............................................ -- 313,839
2001 and thereafter............................. -- 158,617
-------- ----------
Total...................................... 611,879 $2,976,174
==========
Less amounts representing interest.............. 69,036
--------
Present value of net minimum lease payments..... $542,843
========
</TABLE>
Rental expenses for premises and equipment amounted to approximately
$651,898, $373,000 and $267,000 for the year ended December 31, 1996, 1995, and
1994 respectively.
F-12
<PAGE> 45
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 11 -- STOCK OPTIONS
The Company reserved 533,303 shares of Common Stock at December 31, 1995
and 1,133,304 shares of Common Stock at December 31, 1996 for future issuance to
certain employees under its incentive stock option plan. The options may be
exercised at prices ranging from $0.51 per share to $15.50 per share at any
time, in whole or part, within ten years after the date of grant. Reserved,
unoptioned shares totaled 159,492 at December 31, 1995 and 485,824 at December
31, 1996. There were 215,633 and 342,866 exercisable stock options at December
31, 1995 and 1996, respectively.
Stock option activity is summarized as follows:
<TABLE>
<CAPTION>
SHARES OPTION PRICE
-------- ---------------
<S> <C> <C>
Outstanding at December 31, 1994.................. 307,517 $0.51
Issued.......................................... 68,044 $0.51 - $13.72
Exercised....................................... 0
Cancelled....................................... (1,750) $0.51
-------- --------------
Outstanding at December 31, 1995.................. 373,811 $0.51 - $13.72
Issued.......................................... 444,593 $8.00 - $15.50
Exercised....................................... (33,056) $0.51
Cancelled....................................... (137,868) $0.51 - $15.50
-------- --------------
Outstanding at December 31, 1996.................. 647,480 $0.51 - $15.50
======== ==============
</TABLE>
The Company's purchase right lapses at twenty-five percent upon completion
of one year of service and the balance in thirty-six equal monthly installments
upon completion of each additional month of service. No options were exercised
during the years ended December 31, 1994 and 1995. During the year 1996, 33,056
shares were exercised at a price of $.51 per share.
Effective January 1, 1996 the Company adopted Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS
123") SFAS 123 provides for companies to recognize compensation expense
associated with stock based compensation plans over the anticipated service
period based on the fair value of the award on the date of grant. However, SFAS
123 allows companies to continue to measure compensation costs prescribed by APB
Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25"). Companies
electing to continue accounting for stock based compensation plans under APB 25
must make pro forma disclosures of net income and earnings per share, as if SFAS
123 had been adopted. The company has continued to account for stock-based
compensation plans under APB 25. The fair value of the options was estimated at
date of grant using a Black-Scholes option pricing model with the
weighted-average risk-free interest rate assumptions of 6.0%, volatility factor
of the expected market price of the Company's common stock of 0.8 and an option
life of four years. Fair value calculations assume no dividends will be paid on
the Company's Common Stock. The following table presents the pro forma
disclosures required for SFAS 123 as of December 31:
<TABLE>
<CAPTION>
1996 1995
------ -------
<S> <C> <C>
Pro forma net income (loss) (dollars in thousands)...... $6,785 $(3,892)
Pro forma net income (loss) per share................... $ 1.19 $ (1.72)
</TABLE>
NOTE 12 -- REDEEMABLE PREFERRED STOCK
The Company has reserved 10 million shares of preferred stock and had
designated 9 million as Series A Preferred Stock. The shares were subject to a
$.06 per share dividend, payable quarterly when and if declared by the Board of
Directors. The dividends were not cumulative. The Series A Preferred Stock was
subject to holder redemption to be paid out of future earnings in three annual
installments beginning January 1, 1999 and each subsequent January until January
1, 2001. The shares were subject to a 7% per year increase from the issue date.
The increase accrued at December 31 of each year. The Series A Preferred Stock
was converted to Common Stock at the time of the initial public offering.
F-13
<PAGE> 46
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 13 -- STOCKHOLDER'S EQUITY (DEFICIT)
The Company had designated 136,000 shares of preferred stock as Series B
Preferred Stock. The shares were subject to a $.05 per share dividend payable
annually when, as and if declared by the Board of Directors. The dividends are
not cumulative. The Series B Preferred Stock was converted into Common Stock
upon the initial public offering.
NOTE 14 -- INCOME TAXES
The following table presents the current and deferred provision (benefit)
for federal and state income taxes for the years ended December 31, 1996, 1995
and 1994:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---- ----
<S> <C> <C> <C>
Current:
Federal........................................ $ 725,801 $ 0 $ 0
State.......................................... (20,602) 0 800
---------- ---- ----
$ 705,199 $ 0 $800
========== ==== ====
Deferred:
Federal........................................ $ 337,285 $ 0 $ 0
State.......................................... 846,207 0 0
---------- ---- ----
$1,183,492 $ 0 $ 0
========== ==== ====
</TABLE>
The provision (benefit) for income taxes differs from the amount that would
result from applying the federal statutory rate as follows for the years ended
December 31, 1996, 1995 and 1994:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Statutory regular federal income tax rate
(benefit).................................... 34.00% (34.00)% (34.00)%
State taxes (net of federal benefit)........... 10.35 (12.59) (9.04)
Other.......................................... 7.66 (0.79) 0.40
Change in valuation allowance.................. (32.24) 47.38 42.64
------ ------ ------
19.77% 0.00% 0.00%
====== ====== ======
</TABLE>
The components of the deferred income tax asset or (liability) as of
December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Property and equipment.......................... $ 36,973 $ 39,599
Accrued liabilities............................. 54,715 94,929
Capitalized costs............................... 171,670 254,071
Allowance for credit losses..................... 27,719 267,798
Gain on sale of Contracts....................... (5,930,396) (435,625)
Excess yield.................................... 0 0
Net operating losses............................ 4,149,362 2,826,223
Credit carryover................................ 18,211 18,211
State taxes..................................... 288,254 16,927
----------- -----------
(1,183,492) 3,082,133
Valuation allowance............................. 0 (3,082,133)
----------- -----------
$(1,183,492) $ 0
=========== ===========
</TABLE>
F-14
<PAGE> 47
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has no valuation allowance as of December 31, 1996 as the
Company is in a defered tax liability position.
At December 31, 1996, the Company had net operating loss carryforwards for
federal and state purposes of $10,555,447 and $4,960,266, respectively. The net
operating loss carryforwards begin to expire after 2009 and 1999, respectively.
NOTE 15 -- WARRANTS
At December 31, 1996, the Company had the following warrants outstanding to
purchase shares of common stock:
<TABLE>
<CAPTION>
BALANCE BALANCE BALANCE
OUTSTANDING NET REDUCTIONS OUTSTANDING NET REDUCTIONS OUTSTANDING
AT TO AT TO AT
EXERCISE DECEMBER 31, OUTSTANDING DECEMBER 31, OUTSTANDING DECEMBER 31,
PRICE 1994 WARRANTS 1995 WARRANTS 1996
-------- ------------ ----------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Warrants............... $ 0.03 1,786,858 (82,675) 1,704,183 (1,587,261) 116,922
Warrants............... $ 0.51 109,891 0 109,891 (25,580) 84,311
Warrants............... $17.15 0 3,791 3,791 0 3,791
--------- ------- --------- --------- -------
Total............. 1,896,749 (78,884) 1,817,865 1,612,841 205,024
========= ======= ========= ========= =======
</TABLE>
At December 31, 1996, all the Company's warrants outstanding to purchase
shares of common stock were exercisable.
During the year ended December 31, 1996 and 1995 warrants of 41,423 and
82,675, respectively, were exercised at a price of $0.03 per share.
NOTE 16 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated fair
value amounts have been determined by the Company, using available market
information and appropriate valuation methodologies. However, considerable
judgement is necessarily required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
Cash and Cash Equivalents
The carrying amount approximates fair value because of the short maturity
of those investments.
Commercial Paper and Revolving Credit Borrowing
The fair value of the Company's debt is estimated based upon the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities and characteristics.
F-15
<PAGE> 48
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Contracts held for sale
The fair value of Contracts held for sale is based on the estimated
proceeds expected on securitization of the Contracts held for sale.
Trust Receivable
The fair value of the Trust Receivable is estimated using discounted cash
flow analyses, using interest rates commensurate with the risk associated with
the underlying assets of the Grantor Trusts.
Excess Servicing Receivable
The carrying amount is accounted for on a historical cost basis which, due
to the nature of this financial instrument, approximates fair value.
Hedging
The fair value of the Company's outstanding forward agreements are
estimated based on current rates offered to the Company for forward agreements
with similar terms and conditions.
The estimated fair values of the Company's financial instruments at
December 31, 1996 are as follows:
<TABLE>
<CAPTION>
CARRYING FAIR
AMOUNT VALUE
-------- -----
(IN MILLIONS)
<S> <C> <C>
Cash and cash equivalents.......................................... $ .6 $ .6
Contracts held for sale............................................ 12.6 13.1
Trust receivable................................................... 10.1 10.1
Excess servicing receivable........................................ 29.6 29.6
Commercial paper................................................... 10.1 10.1
Revolving credit borrowings........................................ 2.5 2.5
Hedging
Forward agreements............................................ 0.5 0.4
</TABLE>
NOTE 17 -- RELATED PARTIES
The Company has notes receivable from certain shareholders in the amount of
$350,000. The notes bear interest at 6.66% per annum. Principal and accrued
interest are due on December 20, 1997.
F-16
<PAGE> 49
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 18 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
1996
Interest income........................ $2,135,353 $2,752,428 $ 2,994,193 $1,798,182
Interest expense....................... 1,790,268 1,255,688 1,492,629 1,001,264
Net interest income.................... 345,085 1,496,740 1,501,564 796,918
Provision for credit losses............ (74,894) 49,824 167,963 122,909
Income before income taxes............. 3,981,858 2,642,299 1,874,294 1,062,064
Income taxes........................... 782,100 526,591 370,000 210,000
Net income............................. 3,199,758 2,115,708 1,504,294 852,064
Net income per common share............ $ 0.87 $ 0.33 $ 0.23 $ 0.13
1995
Interest income........................ $2,233,457 $ 369,575 $ 1,868,823 $3,758,465
Interest expense....................... 1,290,357 969,611 1,220,902 2,504,506
Net interest income.................... 943,100 (620,036) 647,921 1,253,959
Provision for credit losses............ 178,864 4,542 21,286 260,548
Loss before income taxes............... (740,857) (286,829) (1,198,003) (961,375)
Income taxes........................... 0 0 0 0
Net loss............................... (740,839) (286,829) (1,198,003) (961,375)
Net loss per common share.............. $ (0.33) $ (0.13) $ (0.53) $ (0.43)
</TABLE>
NOTE 19 -- SUBSEQUENT EVENTS (UNAUDITED)
Effective March 25, 1997, the Company sold $90 million of Contracts held
for sale in a securitization transaction.
F-17
<PAGE> 50
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
--------- --------------------------------------------------------------------- ------------
<C> <S> <C>
*3.1 Restated Articles of Incorporation of the Company.
*3.2 Bylaws of the Company.
*3.3 Amended and Restated Articles of Incorporation of the Company.
*3.4 Form of Certificate of Incorporation of the Company, a Delaware
corporation.
*3.5 Form of Bylaws of the Company, a Delaware corporation.
*3.6 Form of Agreement and Plan of Merger of the Company, a Delaware
corporation, and the Company, a California corporation.
*10.1 Form of Indemnification Agreement of the Company, a Delaware
corporation.
*10.2 Second Amended and Restated 1994 Stock Option Plan.
*10.3 Form of Notice of Grant of Stock Option under Second Amended and
Restated 1994 Stock Option Plan.
*10.4 Form of Stock Option Agreement under Second Amended and Restated 1994
Stock Option Plan.
*10.5 Form of Stock Purchase Agreement under Second Amended and Restated
1994 Stock Option Plan.
*10.6 1994 Special Performance Option Grant Plan.
*10.7 Form of Notice of Grant of Stock Option under 1994 Special
Performance Option Grant Plan.
*10.8 Form of Stock Option Agreement under 1994 Special Performance Option
Grant Plan.
*10.9 Form of Stock Purchase Agreement under 1994 Special Performance
Option Grant Plan.
*10.10 Second Amended and Restated Loan and Security Agreement between Onyx
Acceptance Corporation and ContiTrade Services Corporation dated as
of April 17, 1995.
*10.11 Letter Agreement between Onyx Acceptance Corporation and ContiTrade
Services Corporation regarding extension of the Dealer Participation
Note Purchase Facility and the Spread Account Deposit Note Purchase
Facility dated August 7, 1995.
*10.12 Letter Agreement between Onyx Acceptance Corporation and ContiTrade
Services L.L.C. regarding extension of Contract Purchase Facility
dated as of November 22, 1995.
*10.13 Third Amendment to Amended and Restated Investors' Rights Agreement
between and among Onyx Acceptance Corporation and the Investors
identified therein dated as of November 27, 1995.
*10.14 Warrant to purchase Common Stock in favor of ContiTrade Services
Corporation from Onyx Acceptance Corporation dated as of February 1,
1994.
*10.15 First Amendment to Co-Sale and First Refusal Agreement between and
among Onyx Acceptance Corporation, ContiFinancial Services
Corporation, the Investors and Managers, as defined therein, dated as
of February 1, 1994.
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
--------- --------------------------------------------------------------------- ------------
<C> <S> <C>
*10.16 First Amendment to and Waiver of Certain Provisions of Investors'
Rights Agreement between Onyx Acceptance Corporation, ContiFinancial
Services Corporation, the Investors and the Management Holders, as
defined therein, dated as of February 1, 1994.
*10.17 Senior Subordinated Note and Warrant Purchase Agreement between and
among Onyx Acceptance Corporation, Capital Resource Lenders II, L.P.
and Dominion Fund III, L.P., dated as of November 17, 1994.
*10.18 Senior Subordinated Note due 1999 in favor of Capital Resource
Lenders II, L.P. from Onyx Acceptance Corporation dated as of
November 17, 1994.
*10.19 Senior Subordinated Note due 1999 in favor of Dominion Fund III, L.P.
from Onyx Acceptance Corporation dated as of November 17, 1994.
*10.20 Warrant to purchase Common Stock in favor of Capital Resource Lenders
II, L.P. from Onyx Acceptance Corporation dated as of November 17,
1994.
*10.21 Warrant to purchase Common Stock in favor of Dominion Fund III, L.P.
from Onyx Acceptance Corporation dated as of November 17, 1994.
*10.22 Amended and Restated Co-Sale and First Refusal Agreement between and
among Onyx Acceptance Corporation and the Shareholders identified
therein dated as of November 17, 1994.
*10.23 Amended and Restated Investors' Rights Agreement between and among
Onyx Acceptance Corporation, the Investors and the Management Holders
identified therein dated as of November 17, 1994.
*10.24 Amended and Restated Voting Agreement between and among Onyx
Acceptance Corporation and the Shareholders identified therein dated
as of November 17, 1994.
*10.25 Preferred Stock Subordination Agreement between and among Onyx
Acceptance Corporation, Capital Resource Lenders II, L.P., Dominion
Fund III, L.P. and certain holders of Preferred Stock identified
therein dated as of November 17, 1994.
*10.26 Subordination and Intercreditor Agreement between and among Onyx
Acceptance Corporation, ContiTrade Services Corporation, Capital
Resource Lenders II, L.P., Dominion Fund III, L.P., dated as of
November 17, 1994.
*10.27 Amendment of Subordination and Intercreditor Agreement dated as of
April 17, 1995, between and among Onyx Acceptance Corporation,
Capital Resource Lenders II, L.P., Dominion Fund III, L.P. and
ContiTrade Services Corporation.
*10.28 ISDA Master Agreement between Onyx Acceptance Financial Corporation
and Dai-Ichi Kangyo Bank, Ltd. dated as of September 8, 1994.
*10.29 Side Letter to ISDA Master Agreement between Onyx Acceptance
Corporation and Dai-Ichi Kangyo Bank, Ltd. dated as of September 12,
1994.
*10.30 Sale and Servicing Agreement between Onyx Acceptance Corporation and
Onyx Acceptance Financial Corporation dated as of September 8, 1994.
</TABLE>
<PAGE> 52
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
--------- --------------------------------------------------------------------- ------------
<C> <S> <C>
*10.31 Triple-A One Funding Corporation Credit Agreement between and among
Onyx Acceptance Financial Corporation, Triple-A One Funding
Corporation, CapMAC Financial Services, Inc. and Capital Markets
Assurance Corporation dated as of September 8, 1994.
*10.32 Triple-A One Funding Corporation Note in favor of Onyx Acceptance
Financial Corporation from Triple-A One Funding Corporation dated as
of September 12, 1994.
*10.33 Triple-A One Funding Corporation Security Agreement between and among
Onyx Acceptance Financial Corporation, Triple-A One Funding
Corporation and Capital Markets Assurance Corporation dated as of
September 8, 1994.
*10.34 Subordinated Security Agreement between Onyx Acceptance Corporation
and Onyx Acceptance Financial Corporation dated as of September 8,
1994.
*10.35 Insurance and Indemnity Agreement between and among Onyx Acceptance
Corporation, Capital Markets Assurance Corporation, Onyx Acceptance
Financial Corporation and Triple-A One Funding Corporation dated as
of September 8, 1994.
*10.36 Seller Note in favor of Onyx Acceptance Corporation from Onyx
Acceptance Financial Corporation dated September 12, 1994.
*10.37 Subordinated Note in favor of Onyx Acceptance Corporation from Onyx
Acceptance Financial Corporation dated September 12, 1994.
*10.38 Sublease and Administrative Services Agreement between Onyx
Acceptance Corporation and Onyx Acceptance Financial Corporation
dated as of September 8, 1994.
*10.39 Tax Allocation Agreement between Onyx Acceptance Corporation and Onyx
Acceptance Financial Corporation dated as of September 1, 1994.
*10.40 Corporate Separateness Agreement between Onyx Acceptance Corporation
and Onyx Acceptance Financial Corporation dated September 8, 1994.
*10.41 Amendment Number One to Security Agreement, Subordinated Security
Agreement, Sale and Servicing Agreement and Definitions List between
and among Onyx Acceptance Financial Corporation, Onyx Acceptance
Corporation, Triple-A One Funding Corporation and Capital Markets
Assurance Corporation dated March 1, 1995.
*10.42 Series B Preferred Stock Purchase Agreement between Onyx Acceptance
Corporation and Comdisco, Inc. dated as of November 26, 1994.
*10.43 Series B Preferred Stock Purchase Agreement between Onyx Acceptance
Corporation and Jack Slevin dated as of November 26, 1994.
*10.44 Series B Preferred Stock Purchase Agreement between Onyx Acceptance
Corporation and Individuals' Venture Fund dated as of November 30,
1994.
*10.45 First Amendment to Amended and Restated Investors' Rights Agreement
between and among Onyx Acceptance Corporation and certain Investors
identified therein dated as of December 15, 1994.
*10.46 Pooling & Servicing Agreement between and among Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Bankers Trust
Company dated as of September 1, 1994.
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
--------- --------------------------------------------------------------------- ------------
<C> <S> <C>
*10.47 Indemnification Agreement between and among Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation, Capital Markets
Assurance Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated dated as of September 27, 1994.
*10.48 Indemnification Agreement between Onyx Acceptance Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of
September 28, 194.
*10.49 Underwriting Agreement between and among Onyx Acceptance Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of
September 28, 1994.
*10.50 Pooling & Servicing Agreement between and among Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Bankers Trust
Company dated as of April 1, 1995.
*10.51 Indemnification Agreement between and among Onyx Acceptance
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
dated as of April 11, 1995.
*10.52 Indemnification Agreement between and among Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation, Capital Markets
Assurance Corporation, ContiFinancial Services Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of April
11, 1995.
*10.53 Underwriting Agreement between Onyx Acceptance Financial Corporation
and Onyx Acceptance Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated dated as of April 11, 1995.
*10.54 Master Lease Agreement between Onyx Acceptance Corporation and
Comdisco, Inc. dated January 7, 1994.
*10.55 Warrant to purchase Series A Preferred Stock in favor of Comdisco,
Inc. from Onyx Acceptance Corporation dated as of January 7, 1994.
*10.56 Warrant to purchase Common Stock in favor of Lighthouse Capital
Partners from Onyx Acceptance Corporation dated November 3, 1995.
*10.57 Master Lease Agreement between Lighthouse Capital Partners and Onyx
Acceptance Corporation dated November 3, 1995.
*10.58 Second Amendment to Amended and Restated Investors' Rights Agreement
between and among Onyx Acceptance Corporation and the Investors
identified therein dated as of November 3, 1995.
*10.59 Agreement for On-Line Services between On-Line Computer Systems, Inc.
and Onyx Acceptance Corporation dated as of November 19, 1993.
*10.60 Agreement for On-Line Service between On-Line Computer Systems, Inc.
and Onyx Acceptance Financial Corporation dated as of September 7,
1994.
*10.61 Option Agreement between Onyx Acceptance Corporation and John W. Hall
dated as of December 20, 1994.
*10.62 Promissory Note in favor of Onyx Acceptance Corporation from John
Hall dated as of December 20, 1994.
*10.63 Option Agreement between Onyx Acceptance Corporation and Brian Mac
Innis dated as of December 20, 1994.
*10.64 Promissory Note in favor of Onyx Acceptance Corporation from Brian
Mac Innis dated as of December 20, 1994.
</TABLE>
<PAGE> 54
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
--------- --------------------------------------------------------------------- ------------
<C> <S> <C>
*10.65 Stock Purchase Agreement between and among Brian Mac Innis and
certain Investors identified therein dated as of June 7, 1995.
*10.66 Stock Purchase Agreement between and among John W. Hall and certain
Investors identified therein dated as of June 7, 1995.
*10.67 Sublease Agreement between Onyx Acceptance Corporation and AT&T
Resource Management Corporation dated as of August 31, 1993.
*10.68 Office Space Lease (Master Lease) between and among The Irvine
Company and American Telephone and Telegraph Company dated as of
April 29, 1987.
*10.69 First Amendment To Sublease between and among AT&T Resource
Management Corporation and Onyx Acceptance Corporation dated as of
September 1, 1993.
*10.70 Onyx Acceptance Corporation 401(k) Plan dated January 1, 1994.
*10.71 Pooling and Servicing Agreement between Onyx Acceptance Financial
Corporation, Onyx Acceptance Corporation and Bankers Trust Company
dated as of January 1, 1996.
*10.72 Underwriting Agreement between Onyx Acceptance Financial Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated January
31, 1996.
*10.73 Indemnification Agreement by and among Capital Markets Assurance
Corporation, Onyx Acceptance Corporation, Onyx Acceptance Financial
Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
dated January 31, 1996.
*10.74 Indemnification Agreement by and between Onyx Acceptance Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of
January 31, 1996.
*10.75 Excess Servicing and Trust Receivable Revolving Credit and Term Loan
Agreement among Onyx Acceptance Corporation, State Street Bank and
Trust Company and The First National Bank of Boston dated as of
January 31, 1996.
*10.76 Pledge and Security Agreement by and among Onyx Acceptance
Corporation, State Street Bank and Trust Company and The First
National Bank of Boston dated as of January 31, 1996.
*10.77 Subordination and Intercreditor Agreement by and among State Street
Bank and Trust Company, The First National Bank of Boston, Capital
Resource Lenders II, L.P., Dominion Fund III and Onyx Acceptance
Corporation dated as of January 31, 1996.
*10.78 1996-1 Spread Account Trust Agreement between Onyx Acceptance
Financial Corporation and Bankers Trust (Delaware) dated as of
February 6, 1996.
*10.79 1995-1 Spread Account Trust Agreement between Onyx Acceptance
Financial Corporation and Bankers Trust (Delaware) dated as of
February 6, 1996.
*10.80 1995-1 Purchase Agreement between Onyx Acceptance Corporation and
Onyx Acceptance Financial Corporation dated as of February 6, 1996.
*10.81 1994-1 Spread Account Trust Agreement between Onyx Acceptance
Financial Corporation and Bankers Trust (Delaware) dated as of
February 6, 1996.
*10.82 1994-1 Purchase Agreement between Onyx Acceptance Corporation and
Onyx Acceptance Financial Corporation dated as of February 6, 1996.
*10.83 Form of Dealer Agreement Non-Recourse (U) between Dealership and Onyx
Acceptance Corporation.
</TABLE>
<PAGE> 55
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
--------- --------------------------------------------------------------------- ------------
<C> <S> <C>
*10.84 Form of Dealer Agreement Non-Recourse (N) between Dealership and Onyx
Acceptance Corporation.
*10.85 1996 Stock Option/Stock Issuance Plan.
**10.86 1996-2 Pooling and Servicing Agreement between Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation and Bankers Trust
Company of New York dated May 17, 1996.
**10.87 1996-2 Spread Account Trust Agreement between Onyx Acceptance
Financial Corporation and Bankers Trust (Delaware) dated as of May
17, 1996.
**10.88 Underwriting Agreement between Onyx Acceptance Financial Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated May 10,
1996.
***10.89 1996-3 Pooling and Servicing Agreement between Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation and Bankers Trust
Company of New York dated September 17, 1996.
***10.90 1996-3 Spread Account Trust Agreement between Onyx Acceptance
Financial Corporation and Bankers Trust (Delaware) dated as of
September 17, 1996.
***10.91 Underwriting Agreement between Onyx Acceptance Financial Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
September 13, 1996.
****10.92 1996-4 Pooling and Servicing Agreement between Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation and Bankers Trust
Company of New York dated December 23, 1996.
****10.93 1996-4 Spread Account Trust Agreement between Onyx Acceptance
Financial Corporation and Bankers Trust (Delaware) dated as of
December 23, 1996.
****10.94 Underwriting Agreement between Onyx Acceptance Financial Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated
December 16, 1997.
11.1 Computation of Earnings Per Share.
21.1 Subsidiaries of the Registrant.
</TABLE>
- ---------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-680)
** Incorporated by reference from the Company's Registration Statement Form
S-1 (Registration No. 333-4220)
*** Incorporated by reference from the Company's Registration Statements on
Form S-1 (Registration No. 333-10461)
**** Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-22301)
<PAGE> 1
ONYX ACCEPTANCE CORPORATION
COMPUTATION OF EARNINGS PER SHARE
Exhibit 11.1
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------
1996 1995 1994
---------- ----------- -----------
<S> <C> <C> <C>
PRIMARY:
Net Income (loss) attributable
to common stock $7,671,826 $(3,762,960) $(4,081,298)
========== =========== ===========
Shares as adjusted:
Weighted average common shares
outstanding 5,159,181 2,241,454 2,158,779
Incremental shares from outstanding
stock options and warrants as
determined under the treasury
stock method 541,334 16,647 96,081
---------- ----------- -----------
Shares as adjusted 5,700,515 2,258,101 2,254,860
========== =========== ===========
Net income (loss) per share $ 1.35 $ (1.67) $ (1.81)
========== =========== ===========
FULLY DILUTED:
Net Income (loss)
attributable to common stock $7,671,826 $(3,762,960) $(4,081,298)
========== =========== ===========
Shares as adjusted:
Weighted average common shares
outstanding 5,159,181 2,241,454 2,158,779
Incremental shares from outstanding
stock options and warrants as
determined under the treasury
stock method 541,334 16,647 96,081
---------- ----------- -----------
Shares as adjusted 5,700,515 2,258,101 2,254,860
========== =========== ===========
Net income (loss) per share $ 1.35 $ (1.67) $ (1.81)
========== =========== ===========
</TABLE>
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF ONYX ACCEPTANCE CORPORATION
Onyx Acceptance Financial Corporation, a Delaware corporation
