<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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
State or other jurisdiction of
incorporation or organization (I.R.S. Employer
Delaware Identification No.)
33-0577635
Onyx Acceptance Corporation
8001 Irvine Center Drive, 5th Floor
Irvine, Ca. 92618
(714) 450-5500
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of April 30, 1997, there were 5,700,515 shares of registrant's
Common Stock, par value $.01 per share outstanding.
<PAGE> 2
ONYX ACCEPTANCE CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Financial Condition at
March 31, 1997 (Unaudited) and December 31, 1996 .............. 3
Condensed Consolidated Statements of Operations for the three
months ended March 31, 1997 (Unaudited) and March 31, 1996
(Unaudited) ................................................... 4
Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 (Unaudited),
and March 31, 1996(Unaudited) ................................. 5
Notes to Consolidated Financial Statements....................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ..................................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 18
SIGNATURES................................................................... 24
</TABLE>
<PAGE> 3
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
CASH & CASH EQUIVALENTS $ 435,856 $ 603,028
TRUST RECEIVABLES 14,814,577 10,105,690
FINANCE RECEIVABLES (Net of allowance) 41,603,448 12,562,073
RETAINED INTEREST ON SECURITIZED ASSETS 31,550,412 29,632,039
OTHER ASSETS 6,515,586 3,774,123
----------- -----------
TOTAL ASSETS $94,919,879 $56,676,953
=========== ===========
LIABILITIES AND EQUITY
LIABILITIES
ACCOUNTS PAYABLE 2,616,550 2,705,118
DEBT 50,474,360 13,151,233
OTHER LIABILITIES 3,249,735 2,906,786
----------- -----------
TOTAL LIABILITIES 56,340,645 18,763,137
REDEEMABLE PREFERRED STOCK SERIES A
EQUITY
COMMON STOCK
Par value $.01 per share; authorized 4,373,178 shares; 60,086 59,048
issued and outstanding 2,241,500 as of
December 31, 1995 and issued and outstanding
5,496,633 as of March 31, 1996
PAID IN CAPITAL 37,805,660 37,753,725
RETAINED EARNINGS 713,488 101,043
----------- -----------
TOTAL EQUITY 38,579,234 37,913,816
----------- -----------
TOTAL LIABILITIES AND EQUITY $94,919,879 $56,676,953
=========== ===========
</TABLE>
See the accompanying notes to the consolidated financial statements.
<PAGE> 4
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31,
1997 1996
---------- -----------
(unaudited)
<S> <C> <C>
Finance Revenue $1,881,992 $ 2,135,353
Interest Expense 1,054,909 1,790,268
---------- -----------
Net Finance Revenue 827,083 345,085
Provision for Credit Losses 293,270 (74,894)
---------- -----------
Net Finance Revenue after Provision
for Credit Losses 533,813 419,978
Gain on Sale of Loans 3,776,143 5,324,711
Service Fee Income 2,619,638 1,104,894
Expenses:
Salaries and Benefits 3,417,324 1,795,696
Depreciation 201,983 170,398
Occupancy 324,091 122,123
General and administrative expenses 1,937,752 779,508
---------- -----------
Total Expenses 5,881,150 2,867,725
---------- -----------
Net Income before Taxes 1,048,444 3,981,858
Income Taxes 436,000 782,100
---------- -----------
Net Income after Taxes $ 612,444 $ 3,199,758
========== ===========
Net Income per share of Common Stock $ 0.10 $ 0.87
Weighted average number of shares
of Common Stock and Common Stock
Equivalent outstanding 6,352,233 3,697,525
</TABLE>
See the accompanying notes to the consolidated financial statements.
<PAGE> 5
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ($ 36,178,828) $ 28,249,316
INVESTING ACTIVITIES:
PURCHASES OF PROPERTY AND EQUIPMENT (778,276) (394,542)
------------- ------------
NET CASH USED IN INVESTING ACTIVITIES (778,276) (394,542)
FINANCING ACTIVITIES:
PROCEEDS FROM ISSUANCE OF COMMON STOCK 0 26,326,502
PROCEEDS FROM EXERCISE OF OPTIONS/WARRANTS 52,974 1,320
PAYMENTS OF IPO RELATED CAPITALIZED FEES 0 (186,031)
PROCEEDS FROM DRAWDOWNS ON WAREHOUSE LINE OF CREDIT 0 1,048,568
PAYMENTS ON CAPITAL LEASE OBLIGATIONS (Net of proceeds) 227,433 (8,013)
PROCEEDS FROM DRAWDOWNS ON EXCESS SERVICING LINE OF CREDIT 8,000,000 12,800,000
PAYOFF OF EXCESS SERVICING LINE OF CREDIT 0 (12,800,000)
PAYOFF OF DEALER PARTICIPATION LINE OF CREDIT 0 (10,617,786)
PAYDOWN OF COMMERCIAL PAPER RELATED TO SECURITIZATION (83,500,000) (95,000,000)
PROCEEDS FROM ISSUANCE OF COMMERCIAL PAPER (Net of other Payments) 112,093,298 59,536,318
PAYOFF OF SUBORDINATED DEBT 0 (10,000,000)
INCREASE IN OTHER LOANS (83,773) 0
------------- ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 36,789,932 (28,899,122)
------------- ------------
DECREASE IN CASH AND CASH EQUIVALENTS (167,172) (1,044,348)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 603,028 1,622,713
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 435,856 $ 578,365
============= ============
INTEREST PAID $ 1,003,023 $ 2,512,856
</TABLE>
See the accompanying notes to the consolidated financial statements.
<PAGE> 6
ONYX ACCEPTANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The financial statements included herein are unaudited
and have been prepared by the Company in accordance with generally accepted
accounting principles for interim financial reporting and Securities and
Exchange Commission regulations. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
regulations. In the opinion of management, the financial statements reflect all
adjustments (of a normal and recurring nature) which are necessary to present
fairly the financial position, results of operations and cash flows for the
interim periods. Operating results for the three months ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. For further information, refer to the financial
statements and footnotes thereto included in the Company's 1996 Annual Report on
Form 10-K and Annual Report on Form 10-K/A.
Earnings Per Share. In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, "Earnings per Share," ("SFAS 128") which is required
to be adopted on December 31, 1997. At that time, the Company will be required
to change the method currently used to compute earnings per share and to restate
all prior periods. Under the new requirements for calculating basic earnings
per share, the dilutive effect of common stock equivalents will be excluded. The
impact would result in no change in primary earnings per share for the first
quarter ended March 31, 1997 and an increase of $.17 per share for the first
quarter ended March 31, 1996. The Company has not yet determined what the impact
of SFAS 128 will be on the calculation of fully diluted earnings per share.
Retained Interest on Securitized Assets. Effective January 1, 1997, the Company
is required to account for gains on sale of loans in accordance with Statement
of Financial Accounting Standards No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" ("SFAS 125").
The implementation of SFAS 125 did not have a material effect on the Company's
accounting for gains on sale of loans.
<PAGE> 7
NOTE 2 - CONTRACTS HELD FOR SALE
Contracts held for sale consisted of the following:
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31,
1997 1996
------------ -------------
<S> <C> <C>
Contracts held for sale $ 49,007,146 $ 14,539,285
Less Unearned interest 8,377,988 2,301,207
------------ ------------
40,629,158 12,238,078
Allowance for credit losses (203,146) (61,190)
------------ ------------
40,426,012 12,176,888
Dealer Participation 1,177,435 385,185
------------ ------------
Total $ 41,603,447 $ 12,562,073
============ ============
</TABLE>
NOTE 3 - RETAINED INTEREST ON SECURITIZED ASSETS
The following table presents the balances and activity for retained
interest on securitized assets:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Beginning Balance $ 29,632,039 $ 6,181,518
Additions 7,162,000 35,870,000
Amortization (5,243,627) (12,419,479)
------------ ------------
Ending Balance $ 31,550,412 $ 29,632,039
============ ============
</TABLE>
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
OVERVIEW
Onyx Acceptance Corporation (the "Company" or "Registrant") is a specialized
consumer finance company engaged in the purchase, securitization and servicing
of motor vehicle retail installment contracts ("Contracts") originated by
franchised and select independent automobile dealerships within California,
Arizona, Washington, Oregon, Nevada and Florida. The Company focuses its efforts
on acquiring Contracts that are secured by late model used and, to a lesser
extent, new automobiles and entered into with purchasers whom the Company
believes have a favorable credit profile. As of March 31, 1997, the Company had
acquired approximately $730.6 million in Contracts from 1717 dealerships in
California, Arizona, Washington, Oregon, Nevada and Florida.
The following table illustrates the changes in the Company's Contract
acquisition volume, total revenue, securitization activity and servicing
portfolio during the past five fiscal quarters:
Selected Quarterly Financial Information
For the Quarters Ended
<TABLE>
<CAPTION>
March 31, June 30, September 30, Dec. 31, March 31,
1996 1996 1996 1996 1997
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Contracts purchased during period $ 73,343 $ 83,555 $ 79,936 $ 83,006 $125,713
Average monthly purchases during period 24,433 27,852 26,645 27,669 41,904
Gain on Sale of Loans 5,325 4,175 4,325 4,303 3,776
Total revenue.(1) 6,775 6,353 6,303 5,790 7,223
Contracts Securitized during period 100,500 85,013 120,000 100,000 90,000
Servicing Portfolio at period end 266,251 317,054 359,104 400,665 478,440
</TABLE>
(1) Total revenue is comprised of Net Finance Revenue, Servicing Fee Income and
Gain on Sale of Loans
Net income decreased from $3.2 million or $.87 per share in first
quarter of 1996 to 612,444 or $.10 per share in the first quarter of 1997. The
reduction in earnings and earning per share resulted from several factors. Due
to the utilization of NOL carryforwards, first quarter 1996 income was not fully
tax effected (effective tax rate of 19.6%). These carryforwards were not
available to the Company in the first quarter of 1997, when the tax effective
rate was 41.6%. In addition, first quarter 1996 reported earnings per share
benefited from the March 26, 1996 public offering date, which mitigated the
impact on average shares outstanding during that quarter. Assuming a statutory
effective tax rate of 41.6% and that the IPO shares had been outstanding the
entire quarter, net income and net income per share for the first quarter 1996
would have been $2.3 million and $0.38 per share, respectively. Also, the
Company sold $90.0 million in retail installment contracts during the first
quarter of 1997 compared to $100.5 million in the first quarter of 1996 and
increased its assumption for loan losses in its gain on sale calculation from
1.00% to 1.35%, combining to reduce the gain on sale recognized in the current
quarter by $1.5 million or $0.14 per share vs. first quarter 1996. Finally, the
Company
<PAGE> 9
experienced an increase in operating costs due to expansion of the business
within California and into Arizona, Washington, Nevada and Florida.
CONTRACTS PURCHASED AND SERVICING PORTFOLIO.
The Company experienced significant growth in its purchased volume of
Contracts. Purchased Contract volume increased to $125.7 million for the first
three months of 1997 from $73.3 million for the first three months of 1996,
representing an increase of 71%. This growth in acquisition is attributable to
the opening of three additional Auto Finance Centers since the end of the first
quarter of 1996 and the continued market penetration within the Company's
existing centers. The Company's servicing portfolio at March 31, 1997 was $478.4
million compared to $266.3 at March 31, 1996, an increase of 80%. Total
revenues during the first three months of 1997 were $6.9 million compared to
$6.8 million for the same period ended March 31, 1996.
RESULTS OF OPERATIONS
QUARTERS ENDED MARCH 31, 1997 AND 1996
NET FINANCE REVENUE. Net finance revenue increased to $827,000 for the quarter
ended March 31, 1997 from $345,000 for the same period in 1996. The increase is
primarily attributable to an increase in Contracts held for sale during the
quarter.
PROVISIONS FOR CREDIT LOSSES. During the quarter ended March 31, 1997, the
provision for credit losses totaled $293,000 compared to $(75,000) for the same
period ended in 1996. This increase is attributable to a larger balance of
contracts held for sale during the period as origination volume increased,
resulting in a higher provision requirement. At March 31, 1997 Contracts held
for sale were $40.6 million compared to $12.2 million at March 31, 1996.
GAIN ON SALE OF LOANS. The Company completed a $90.0 million securitization
during the quarter ended March 31, 1997, resulting in a gain on sale of
Contracts of $3.8 million compared to a securitization of $100 million for the
first quarter of 1996 resulting in a gain on sale of $5.3 million.
SERVICING FEE INCOME. Servicing fee income increased to $2.6 million for the
quarter ended March 31, 1997 from $1.1 million for the quarter ended March 31,
1996. The increase was attributable to a significant increase in the size of the
servicing portfolio from $266.3 million at March 31, 1996 to $478.4 million at
March 31, 1997.
SALARIES AND BENEFITS EXPENSE. The Company incurred salary and benefit expenses
of $3.4 million during the first quarter of 1997 compared with $1.8 million for
the first quarter of 1996, an increase of 89%. This is attributable to the
growth of operations the three additional Auto Finance Centers, growth of the
servicing portfolio and the fact that the number of employees at the Company
increased from 109 at March 31, 1996 to 250 at March 31, 1997.
<PAGE> 10
OTHER OPERATING EXPENSES. Other operating expenses increased by 127% to $2.5
million for the quarter ended March 31, 1997 from $1.1 million for the same
period ended March 31, 1996. The majority of the increases are due to growth of
the servicing portfolio and the opening of three new auto finance centers.
NET INCOME. The Company posted net income of $612,000 for the quarter ended
March 31, 1997 or $.10 per share compared to $3.2 million or $.87 per share for
the same period of 1996. The lower earnings are the result of several factors.
Due to the utilization of NOL carryforwards, first quarter 1996 income was not
fully tax effected (effective tax rate of 19.6%). These carrryforwards were not
available to the Company in the first quarter of 1997, when the tax effective
rate was 41.6%. In addition, first quarter 1996 reported earnings per share
benefited from the March 26, 1996 public offering date, which mitigated the
impact on average shares outstanding during that quarter. Assuming a statutory
effective tax rate of 41.6% and that the IPO shares had been outstanding the
entire quarter, net income and net income per share for the first quarter 1996
would have been $2.3 million and $0.38 per share, respectively. Also, the
Company sold $90.0 million in retail installment contracts during the first
quarter of 1997 compared to $100.5 million in the first quarter of 1996 and
increased its assumption for loan losses in its gain on sale calculation from
1.00% to 1.35%, combining to reduce the gain on sale recognized in the current
quarter by $1.5 million or $0.14 per share vs. first quarter 1996. Finally, the
Company experienced an increase in operating costs due to expansion of the
business within California and into Arizona, Washington and Nevada.
ASSET QUALITY.
At March 31, 1997, delinquencies for the Servicing Portfolio represented 3.13%
of the amount of Contracts in the Company's Servicing Portfolio or $15.0 million
as compared to 0.90% at March 31, 1996 or $2.4 million. Loan losses for the
Servicing Portfolio as a percentage of average serviced loans outstanding
increased to 1.83% during the quarter compared to .62% for the first quarter of
1996. Onyx centralized its collection efforts during the first quarter of 1997
from the various branches to the Irvine facility. In connection with this
centralization, the company's loan deferment policy was reviewed on a Company
wide basis resulting in a payment deferral policy that was more consistently
applied. This consistent application resulted in a reduction in loan deferments
by 55% during the quarter ended March 31, 1997 from the quarter ended March 31,
1996. This reduction was a significant factor in the increase in delinquency of
the first quarter of 1997.
<PAGE> 11
DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
March 31,
-------------------------------------------------
1997 1996
--------------------- ---------------------
AMOUNT NO. AMOUNT NO.
-------- ------ -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Servicing portfolio ............... $478,440 45,740 $266,251 24,648
Delinquencies(1)(2)
31-59 days ........... $ 9,867 904 $ 1,089 106
60-89 days ........... $ 2,551 242 $ 418 40
90+ days ............. $ 2,542 214 $ 887 72
Total ............................. $ 14,960 1,360 $ 2,394 218
Total delinquencies as a percent of
Servicing Portfolio ............... 3.13% 2.97% 0.90% 0.88%
</TABLE>
(1) Delinquencies include principal amounts only.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO
FOR THE QUARTERS ENDED
<TABLE>
<CAPTION>
March 31,
-----------------------------
1997 1996
----------- -----------
(Dollars in thousands)
<S> <C> <C>
Period end contracts outstanding ................. $ 478,440 $ 266,251
Average servicing portfolio(1) ................... $ 433,147 $ 239,601
Number of gross charge-offs ...................... 367 153
Gross charge-offs ............................. $ 2,309.2 $ 384.5
Net charge-offs ............................... $ 1,979.7 $ 370.3
Annualized net charge-offs as a percent of average
servicing portfolio .............................. 1.83% .62%
</TABLE>
(1) Average is based on daily balances.
(2) Net charge-offs are gross charge-offs minus recoveries of Contracts
previously charged off.
LIQUIDITY AND CAPITAL RESOURCES
<PAGE> 12
The Company requires substantial cash and capital resources to operate its
business. Its primary uses of cash include: (i) acquisition of Contracts; (ii)
payments 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 loans in Securitizations; (vi) equity
investments; and (vii) borrowings under its credit facilities.
Cash used in operating activities was $36.2 million for the quarter ended March
31, 1997, compared to $28.2 million provided the quarter ended March 31, 1996.
Cash used in investing activities was $778,000 for the quarter ended March 31,
1997 compared to $395,000 for the quarter ended March 31, 1996.
Cash provided by financing activities was $36.8 million for the quarter ended
March 31, 1997, compared to $28.9 million used in financing activities for the
quarter ended March 31, 1996. Cash provided during the quarter ended March 31,
1997 was provided by warehouse facilities. The Company's wholly owned special
purpose subsidiary, Onyx Acceptance Financial Corporation ("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/P-1 by Standard & Poor's Ratings Group and Moody's
Investor Services, Inc., respectively. This facility provides funds to purchase
Contracts. CapMAC provides credit enhancement to Triple-A by issuing surety
bonds covering all principal and interest obligations owed by OAFC under a loan
agreement with Triple-A. In February of 1996, the Company refinanced its $13.5
million revolving credit facility with the Revolving Credit Facility under which
the Company may (subject to borrowing base availability) borrow up to $20
million for working capital and expenditures for which the Company's $200
million CP Facility is not otherwise available. By refinancing the Revolving
Credit Facility, the Company reduced the interest it pays under the Revolving
Facility from a 30-day LIBOR based rate to a prime rate base. Under the two year
term of the Revolving Credit Facility, the available borrowings are based on the
following collateral based formula. The Company may borrow up to the lesser of
65% of the net book value of the Company's excess servicing and trust
receivables deemed eligible by the lenders or 80% of the value of such excess
servicing and trust receivables determined by such lenders in accordance with
their collateral valuation model. The Revolving Credit 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 March of 1997, the Company consummated, with a pass-through
rate of 6.55% and a net interest rate spread inclusive of all costs of 2.78%, a
securitization in the amount of $90 million. As a result of this securitization,
the Company realized a gain on sale of approximately $3.8 million.
The Contracts originated and held by the Company during the warehousing period
are all fixed rate and accordingly, the Company has exposure to changes in
interest rates. 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
<PAGE> 13
interest rate exposure. 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. As of May 10, 1997, the Company had in effect an interest rate
hedge for $120.0 million which matures June 16, 1997 which the Company believes
is adequate to cover its next securitization.
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 Form 10-Q 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.
RISK FACTORS
Except for the historical information contained herein, the matters discussed in
this Quarterly Report are forward-looking statements which involve risk and
uncertainties, including but not limited to economic, competitive and
governmental factors affecting the Company's operations and other factors
discussed in the Company's filing 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.
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 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
<PAGE> 14
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 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. There can be no assurance, however, that the Company will
be able to comply with these covenants in the future. 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.
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.
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
<PAGE> 15
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 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
<PAGE> 16
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.
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 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.
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
<PAGE> 17
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.
GEOGRAPHIC CONCENTRATION. To date, the Company has purchased all of its
Contracts in California, Arizona, Washington, Hawaii, Oregon, Nevada and
Florida. Accordingly, adverse economic conditions or other factors particularly
affecting these states could adversely affect the delinquency, loan loss or
repossession experience of the servicing portfolio.
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 markets in which the Company operates, could have
an adverse impact upon the Company, the results of its operations and its
ability to implement its business strategy. 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.
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.
NO PRIOR PUBLIC MARKET FOR COMMON STOCK AND POSSIBLE VOLATILITY OF STOCK PRICE.
Prior to the Common Stock offering, there has been no public market for the
Common Stock, and there can be no assurance that an active trading market will
be sustained or that the market price of the Common Stock will not decline below
the initial public offering price. The market price of the Common Stock could be
subject to significant fluctuations in response to variations in financial
results or announcements of material events by the Company or its competitors;
in addition, changes in the general conditions of the economy or financial
markets could adversely affect the market price of the Common Stock.
<PAGE> 18
POTENTIAL MARKET IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial
amounts of Common Stock on the public market could adversely affect the market
price of the Common Stock.
ITEM 5.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) Exhibits
*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.
*4.1 Specimen certificate representing shares of Common Stock of the Company.
*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.
<PAGE> 19
*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.
<PAGE> 20
*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.
*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, 1994.
*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,
<PAGE> 21
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.
*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. *
<PAGE> 22
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.
*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.
<PAGE> 23
11.1 Computation of Earnings per Share
21.1 Subsidiaries of the Registrant
27.1 Financial Data Schedule.
- ---------------
* 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).
(b) Reports on Form 8-K
Form 8-K dated April 28, 1997. Item 5 providing the Distribution Date
Statement for Distribution Date of April 15, 1997 for the Onyx Acceptance
Grantor Trust 1997-1.
<PAGE> 24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ONYX ACCEPTANCE CORPORATION
Date: May 13, 1997
By: /s/ JOHN W. HALL
-----------------------------------------------
John W. Hall President
Date: May 13, 1997
By: /s/ DON P. DUFFY
------------------------------------------------
Don P. Duffy Executive Vice President
and Principal Financial Officer
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
11.1 Computation of Earnings Per Share 27
21.1 Subsidiaries of the Registrant
27.1 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
ONYX ACCEPTANCE CORPORATION
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
PRIMARY:
Net Income (loss) $ 612,444 $3,199,758
========== ==========
Shares as adjusted:
Weighted average common shares outstanding 5,962,174 3,079,050
Incremental shares from outstanding
stock options and warrants as determined under
the treasury stock method 390,059 618,474
---------- ----------
Shares as adjusted 6,353,233 3,697,524
========== ==========
Net income (loss) per share $ 0.10 $ 0.87
========== ==========
FULLY DILUTED: Net Income (loss) $ 612,444 $3,199,758
========== ==========
Shares as adjusted:
Weighted average common shares
outstanding 5,962,174 3,079,050
Incremental shares from outstanding
stock options as determined under
the treasury stock method 390,059 618,474
---------- ----------
Shares as adjusted 6,352,233 3,697,524
========== ==========
Net income (loss) per share $ 0.10 $ 0.87
========== ==========
ONYX ACCEPTANCE CORPORATION
</TABLE>
<PAGE> 1
EXHIBIT 21.1
Subsidiaries of the Registrant
Onyx Acceptance Financial Corporation, a Delaware corporation
ABNI, Inc., a Delaware corporation
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 435,856
<SECURITIES> 0
<RECEIVABLES> 41,603,447
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 94,919,879
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 60,086
<OTHER-SE> 38,519,148
<TOTAL-LIABILITY-AND-EQUITY> 94,919,879
<SALES> 0
<TOTAL-REVENUES> 8,277,773
<CGS> 0
<TOTAL-COSTS> 5,881,150
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 293,270
<INTEREST-EXPENSE> 1,054,909
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