<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
---------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
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)
DELAWARE 33-0577635
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Onyx Acceptance Corporation
27051 Towne Centre Drive
Foothill Ranch, CA 92610
(949) 465-3900
(Address and telephone number of principal executive offices)
---------------
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 May 12, 2000, there were 6,189,758 shares of registrant's Common
Stock, par value $.01 per share outstanding.
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<PAGE> 2
ONYX ACCEPTANCE CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Financial Condition at March 31, 2000
and December 31, 1999 ................................................. 3
Condensed Consolidated Statements of Income for the three months ended
March 31, 2000 and March 31, 1999 ..................................... 4
Consolidated Statement of Stockholders' Equity at March 31, 2000 ......... 5
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and March 31, 1999 ................................ 6
Notes to Condensed Consolidated Financial Statements ..................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations .................................................. 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk ............... 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ........................................................ 18
Item 4. Submission of Matters to a Vote of Security Holders ...................... 18
Item 5. Other Information ........................................................ 19
Item 6. Exhibits and Reports on Form 8-K ......................................... 26
SIGNATURES ....................................................................... 27
EXHIBIT INDEX .................................................................... 28
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, DECEMBER 31,
2000 1999
--------- -----------
(Dollars in thousands)
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents ....................... $ 6,862 $ 5,190
Credit enhancement assets ....................... 102,489 142,884
Contracts held for sale (Net of allowance) ...... 256,531 229,992
Other assets .................................... 11,508 15,769
--------- ---------
Total assets ......................... $ 377,390 $ 393,835
========= =========
LIABILITIES
Accounts payable ................................ $ 22,949 $ 21,067
Debt ............................................ 276,449 298,167
Other liabilities ............................... 22,705 21,493
--------- ---------
Total liabilities ..................... 322,103 340,727
EQUITY
Common stock
Par value $.01 per share; authorized 15,000,000
shares; issued and outstanding 6,189,758
as of March 31, 2000 and 6,177,804 as of
December 31, 1999 ........................... 62 62
Paid in capital ................................. 37,898 37,892
Retained earnings ............................... 17,388 15,715
Accumulated other comprehensive loss, net of tax (61) (561)
--------- ---------
Total equity ......................... 55,287 53,108
--------- ---------
Total liabilities and equity ......... $ 377,390 $ 393,835
========= =========
See the accompanying notes to the condensed consolidated financial statements.
3
<PAGE> 4
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
---------- ----------
(Dollars in thousands, except
per share amounts)
(Unaudited)
REVENUES:
Interest income ....................... $ 8,898 $ 5,766
Interest expense ...................... 6,386 4,235
---------- ----------
Net interest income ................... 2,512 1,531
Gain on sale of contracts ............. 12,757 12,328
Service fee income .................... 8,679 5,709
---------- ----------
Total Revenues ........................ 23,948 19,568
EXPENSES:
Provision for credit losses ........... 433 500
Operating Expenses:
Salaries and benefits ............. 11,503 9,248
Systems & servicing ............... 1,574 824
Telephone & data lines ............ 1,647 1,187
Depreciation ...................... 1,002 710
General and administrative expenses 4,929 3,385
---------- ----------
Total Operating Expenses .............. 20,655 15,354
---------- ----------
Total Expenses ........................ 21,088 15,854
---------- ----------
Net Income before Taxes ............... 2,860 3,714
Income Taxes ...................... 1,187 1,541
---------- ----------
Net Income after Taxes ................ $ 1,673 $ 2,173
========== ==========
Net Income per share - Basic .......... $ 0.26 $ 0.35
Net Income per share - Diluted ........ $ 0.27 $ 0.34
Basic Shares Outstanding .............. 6,179,922 6,171,034
Diluted Shares Outstanding ............ 6,349,518 6,414,445
See the accompanying notes to the condensed consolidated financial statements.
4
<PAGE> 5
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Thousands)
<TABLE>
<CAPTION>
ACCUMULATED
ADDITIONAL COMPREHENSIVE
COMMON PAID-IN RETAINED INCOME (LOSS)
SHARES STOCK CAPITAL EARNINGS NET OF TAX TOTAL
------ ------ ---------- -------- -------------- -------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1999 6,178 $ 62 $37,892 $15,715 $(561) $53,108
Stock issued from stock option plan 12 6 6
Comprehensive income:
Unrealized gains in securitized assets,
net of tax of $347 500 500
Net Income 1,673 1,673
----- ------ ------- ------- ----- -------
Total comprehensive income 1,673 500 2,173
----- ------ ------- ------- ----- -------
BALANCE, MARCH 31, 2000 6,190 $ 62 $37,898 $17,388 $ (61) $55,287
===== ====== ======= ======= ===== =======
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
5
<PAGE> 6
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
2000 1999
--------- ---------
(Dollars in thousands)
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities.... $ 24,718 $ (29,765)
INVESTING ACTIVITIES:
Purchases of property and equipment............... (1,147) (2,026)
FINANCING ACTIVITIES:
Proceeds from exercise of employee options....... 6 --
Payments on capital lease obligations............. (72) (102)
Payments on residual lines of credit............. (46,054) (7,653)
Proceeds from drawdown on residual
lines of credit................................. 6,000 9,000
Paydown of warehouse lines related to
securitizations................................. (407,000) (299,000)
Proceeds from warehouse lines..................... 425,574 333,049
Payments on subordinated debt..................... (237) --
Payments on other loans........................... (116) --
--------- ---------
Net cash provided by (used in) financing activities.... (21,899) 35,294
--------- ---------
Increase in cash and cash
equivalents............................ 1,672 3,503
Cash and cash equivalents at beginning of period....... 5,190 1,929
--------- ---------
Cash and cash equivalents at end of period............. $ 6,862 $ 5,432
========= =========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
6
<PAGE> 7
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1
BASIS OF PRESENTATION
The condensed consolidated 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 the 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 period. Operating results for the three months ended
March 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. The condensed consolidated
financial statements should be read in conjunction with the audited financial
statements and footnotes thereto for the year ended December 31, 1999 included
in the Company's 1999 Annual Report on Form 10-K.
USE OF ESTIMATES
In conformity with generally accepted accounting principles, management
utilizes assumptions and estimates that affect the reported value of credit
enhancement assets and the gain on sale of motor vehicle retail installment
sales and loan contracts ("Contracts"). Such assumptions include, but are not
limited to, estimates of loan prepayments, defaults, recovery rates and present
value discount rates. The Company uses a combination of its own historical
experience, industry statistics and expectation of future performance to
determine such estimates. Actual results may differ from the Company's estimates
due to numerous factors both within and beyond the control of Company
management. Changes in these factors could require the Company to revise its
assumptions concerning the amount of voluntary prepayments, the frequency and or
severity of defaults and the recovery rates associated with the disposition of
repossessed vehicles.
NOTE 2 - CONTRACTS HELD FOR SALE
Contracts held for sale consisted of the following:
MARCH 31, DECEMBER 31,
2000 1999
-------- -----------
(In Thousands)
Gross Contracts held for sale................... $263,211 $235,694
Less unearned interest.......................... (6,510) (6,219)
-------- -------
Contract held for sale.......................... 256,701 229,475
Allowance for credit losses..................... (1,590) (1,453)
Dealer participation............................ 1,420 1,970
-------- --------
Total........................................... $256,531 $229,992
======== ========
NOTE 3 -- CREDIT ENHANCEMENT ASSETS
SFAS 125 requires that following a sale or transfer of financial assets, an
entity is to recognize the assets it controls and the liabilities it has
incurred, and derecognize assets for which control has been surrendered and
liabilities that have been extinguished.
Credit enhancement assets consisted of the following:
MARCH 31, DECEMBER 31,
2000 1999
--------- -----------
(In Thousands)
Trust receivable................... $ 8,653 $ 5,713
RISA .............................. 93,836 137,171
-------- --------
Total................... $102,489 $142,884
======== ========
7
<PAGE> 8
Retained interest in securitized assets ("RISA") capitalized upon
securitization of Contracts represent the present value of the estimated future
earnings to be received by the Company from the excess spread created in
securitization transactions. Excess spread is calculated by taking the
difference between the coupon rate of the Contracts sold and the weighted
average certificate rate paid to the investors less contractually specified
servicing and guarantor fees and projected credit losses, after giving effect to
estimated prepayments.
Prepayment and credit loss assumptions are utilized to project future
earnings and are based on historical experience. Credit losses are estimated
using cumulative loss frequency and severity estimates by management. All
assumptions are evaluated each quarter and adjusted, if appropriate, to reflect
the actual performance of the contracts.
Future earnings are discounted at a rate management believes to be
representative of market at the time of securitization. The balance of RISA is
amortized against actual excess spread income earned on a monthly basis over the
expected repayment life of the underlying contracts. RISA is classified in a
manner similar to available for sale securities and as such is marked to market
each quarter. Market value changes are calculated by discounting the remaining
projected excess spread using a current market discount rate. Any changes in the
market value of the RISA are reported as a separate component of stockholders'
equity as an unrealized gain or loss, net of deferred taxes. As of March 31,
2000 the market value of RISA was approximately $105,000 lower than cost. As of
December 31, 1999 the market value of RISA was approximately $1.0 million lower
than cost. A portion of this change is attributable to the securitization of the
residual cash flows from 15 of the Company's currently outstanding
securitizations which was completed in the first quarter of 2000. The Company
retains the rights to service all contracts it securitizes.
The following table presents the balances and activity for RISA:
MARCH 31, DECEMBER 31,
2000 1999
--------- -----------
(In Thousands)
Beginning Balance ................. $ 137,171 $ 109,241
Additions ......................... 28,605 101,586
Amortization ...................... (22,863) (72,704)
Sale of RISA ...................... (49,924) --
Change in unrealized gain (loss) on
securities available for sale ... 847 (952)
--------- ---------
Ending Balance .................... $ 93,836 $ 137,171
========= =========
In initially valuing the RISA, the Company establishes an off balance sheet
allowance for expected future credit losses. The allowance is based upon
historical experience and management's estimate of future performance regarding
credit losses. The amount is reviewed periodically and adjustments are made if
actual experience or other factors indicate that future performance may differ
from management's prior estimates.
The following table presents the estimated future undiscounted retained
interest earnings to be received from securitizations. Estimated future
undiscounted RISA earnings are calculated by taking the difference between the
coupon rate of the Contracts sold and the weighted average certificate rate paid
to the investors, less the contractually specified servicing fee of 1.0% and
financial insurance fees, after giving effect to estimated prepayments and
assuming no losses. To arrive at the RISA, this amount is reduced by the off
balance sheet allowance established for potential future losses and by
discounting to present value at the current market discount rates.
MARCH 31, DECEMBER 31,
2000 1999
---------- ----------
(In Thousands)
Estimated net undiscounted RISA earnings .... $ 212,585 $ 246,234
Off balance sheet allowance for losses ...... (91,810) (83,891)
Discount to present value ................... (26,939) (25,172)
---------- ----------
Retained interest in securitized assets ..... $ 93,836 $ 137,171
========== ==========
Outstanding balance of contracts sold through
securitizations ........................... $2,082,014 $1,897,242
8
<PAGE> 9
NOTE 4 - NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net
income per share ("EPS"):
THREE MONTHS ENDED
MARCH 31,
---------------------
2000 1999
------- ------
(In Thousands, except
$ per share)
Net Income ................................. $1,673 $2,173
Weighted average shares outstanding ........ 6,180 6,171
Net effect of dilutive stock
options/warrants ......................... 170 243
Diluted weighted average shares outstanding 6,350 6,414
Net income per share:
Basic EPS .................................. $ 0.26 $ 0.35
Diluted EPS ................................ $ 0.27 $ 0.34
NOTE 5 - NEW PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
contracts, and for hedging activities. The new standard requires that all
derivatives be recognized as either assets or liabilities in the consolidated
statements of financial condition and that those instruments be measured at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedging instrument. The accounting for changes in the fair value
of a derivative (that is, unrealized gains and losses) depends on the intended
use of the derivative and the resulting designation. The statement is effective
in the first quarter of year 2001. The Company is presently assessing the effect
of SFAS 133 on the consolidated financial statements of the Company.
NOTE 6 - CONTINGENCIES
The Company is party to various legal proceedings similar to actions brought
against other companies in the motor vehicle finance industry, which are or may
or may not be covered under insurance policies it holds. The Company vigorously
defends such proceedings; however, there is no assurance as to the results.
Based upon information presently available, the Company believes that the final
outcome of all such proceedings should not have a material adverse effect upon
the Company's results of operations, cash flows or financial condition.
NOTE 7 - SUBSEQUENT EVENTS
In the second quarter of 2000, the Company securitized contracts totaling
$450.0 million. In addition, the Company issued $12.0 million in subordinated
debt with a stated interest rate of 12.5%, and a maturity of June 2006.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Onyx Acceptance Corporation ("Onyx" or the "Company") is a specialized
consumer finance company engaged in the purchase, securitization and servicing
of Contracts originated by franchised and select independent automobile
dealerships. The Company focuses its efforts on acquiring Contracts
collateralized by late model used and, to a lesser extent, new motor vehicles,
entered into with purchasers whom the Company believes have an acceptable credit
profile.
9
<PAGE> 10
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 excess cash flows generated by owner
and grantor trusts, and earns fees from servicing the securitized contracts.
RESULTS OF OPERATIONS
Prior to securitizing Contracts, the Company earns interest income on its
Contracts, pays interest on funds used to purchase the Contracts and absorbs any
credit losses. After securitization, the net earnings are recorded as retained
interest income as a component of servicing income.
NET INTEREST INCOME
Net interest income consists primarily of the difference between the finance
revenue earned on Contracts held on the balance sheet during the warehousing
period and the interest costs associated with the Company's borrowings to
purchase such Contracts. To arrive at net interest income, the Company also
deducts the interest charges associated with non-warehouse borrowings, including
interest expense incurred on subordinated debt, residual and excess servicing
lines, capital lease obligations, and other miscellaneous long term borrowings.
Net interest income totaled $2.5 million for the three months ended March
31, 2000 compared to $1.5 million for the same period in 1999. The increase is
primarily due to the higher amounts of average Contracts held for sale during
the warehouse period. During the first quarter of 2000, the average amount of
Contracts held for sale was $234.1 million, compared to $156.0 million during
the first quarter of 1999, an increase of approximately 50%.
GAIN ON SALE OF CONTRACTS
The Company recorded a gain on sale of Contracts of $12.8 million for the
three months ended March 31, 2000, compared to $12.3 million for the same period
in 1999. The increase in the gain on sale is primarily the result of an increase
in the amount of Contracts sold. Contracts securitized during the three month
period of 2000 and 1999 totaled $430.0 million and $310.0 million respectively.
The net interest rate spread, declined to 2.67% for the first quarter 2000
securitization versus 3.44% for the securitization completed in the first
quarter of 1999. The net interest rate spread is the difference between the
weighted average Contract rate of the securitized assets, and the weighted
average investor rate inclusive of all costs related to the sale. Interest rate
spread is affected by product mix, general market conditions and overall market
interest rates. The risks inherent in interest rate fluctuations are reduced
through hedging activities. To protect against changes in interest rates, the
Company hedges Contracts prior to their securitization with forward interest
rate swap agreements. Gains or losses on these forward interest rate swap
agreements are included as part of the basis of the underlying Contracts and
recognized when the Contracts are securitized.
Included in the gain on sale amount for the first quarter of 2000 is a loss
of approximately $938,000 from the securitization of the residual cash flows
from 15 of the Company's currently outstanding securitizations. The proceeds of
this transaction were used to pay down two of the Company's residual interest
financing facilities and pay off another residual interest financing facility.
SERVICE FEE INCOME
Service fee income includes retained interest income, contractual servicing
income and other fee income. Retained interest income represents excess spread
earned on securitized Contracts less any losses not absorbed by the off balance
sheet allowance for losses. Retained interest income is dependent upon the
average excess spread on the securitized Contracts and the size of the serviced
portfolio. Changes in the amount of prepayments and credit losses may also
affect the amount and timing of retained interest income. Contractual service
fee income is earned at a rate of 1% per annum on the outstanding balance of
Contracts securitized. Other fee income consists primarily of documentation
fees, late charges and deferment fees and is dependent on the number of
Contracts originated and the size of the servicing portfolio. Increased
competition may also affect the amount of other fee income that the Company may
earn when originating or servicing Contracts.
10
<PAGE> 11
Service fee income increased to $8.7 million for the first quarter of 2000,
compared to $5.7 million for the first quarter of 1999. This increase is due
primarily to higher amounts of contractual service fees, late fees and document
fees as a result of the growth of the servicing portfolio.
PROVISION FOR CREDIT LOSSES
The Company maintains an allowance for credit losses to cover anticipated
losses for Contracts held for sale. The allowance for credit losses is increased
by adjusting the provision for credit losses to cover additional Contracts
originated and increases in loss estimates and decreased by actual losses on the
Contracts held for sale or by the reduction of the amount of Contracts held for
sale. The level of the allowance is based principally on the outstanding balance
of Contracts held for sale and the historical loss trends for the period of time
the Contracts are held before being sold in a securitization. When the Company
sells Contracts in a securitization transaction, it reduces its allowance for
credit losses and factors potential losses into its calculation of gain on sale.
The Company believes that the allowance for credit losses is currently adequate
to absorb potential losses. The provision for credit losses totaled $434,000 for
the three months ended March 31, 2000, compared to $500,000 for the same period
in 1999. Provision for credit losses consists of net credit losses incurred
during the warehousing period plus future provision for losses reserved against
the net changes in Contracts held for sale during the period. Net credit losses
accounted for $296,000 during the three months ended March 31, 2000, compared to
$311,000 for the same period in 1999. Future provisions totaled $138,000 for the
three months ended March 31, 2000, compared to $189,000 for the same period in
1999.
OPERATING EXPENSES
Total operating expenses were $20.7 million for the three months ended
March 31, 2000 compared to $15.4 million for the same period in 1999. The
increase in total operating expenses is primarily attributable to an increase in
the average servicing portfolio for the periods. The average servicing portfolio
increased to $2.2 billion at March 31, 2000 from $1.4 billion at March 31, 1999,
an increase of approximately 57%.
The Company incurred salary and benefit expenses of $11.5 million during the
first quarter of 2000 compared with $9.2 million for the first quarter of 1999,
an increase of approximately 25%. This increase is attributable to the
incremental staffing requirements related to the expansion of operations and the
growth of the servicing portfolio. The number of employees at the Company,
including temporary staff, increased from 802 at March 31, 1999, to 920 at March
31, 2000.
System and servicing expenses increased by approximately $750,000 to $1.6
million for the first quarter of 2000, compared to $824,000 in the first quarter
of 1999, primarily due to the growth of the average servicing portfolio.
Currently, the Company uses an external service provider for its loan accounting
system. The Company has signed a contract to acquire a loan accounting and
collection systems, and intends to bring these processes in-house in 2000. The
charges associated with this provider are directly correlated to the number and
balance of Contracts serviced by the Company. As of March 31, 2000, the Company
serviced approximately 231,000 accounts, compared to approximately 151,000
accounts as of March 31, 1999.
Telephone and data line charges increased to $1.6 million for the first
quarter of 2000, from $1.2 million in the same period of 1999. During 1999, the
Company expanded its operations by opening three additional branches. The
Company expects these charges to increase relative to the continued growth of
the servicing portfolio and the opening of additional branches.
Depreciation expenses increased to $1.0 million for the three months ended
March 31, 2000 compared to $710,000 for the same period of 1999, as the Company
continued to invest in technology and infrastructure. General and administrative
expenses increased to $4.9 million in the first quarter of 2000, from $3.4
million in the first quarter of 1999. Higher expenses are primarily due to an
increase in the dollar amount of the servicing portfolio.
INCOME TAXES
The Company files federal and state tax returns. The effective tax rates
for March 31, 2000 and 1999 were 41.5%.
11
<PAGE> 12
FINANCIAL CONDITION
CONTRACTS HELD FOR SALE
Contracts held for sale totaled $256.5 million at March 31, 2000, compared
to $230.0 million at December 31, 1999. The balance in the held for sale
portfolio is largely dependent upon the timing of the origination and
securitization of Contracts. The Company completed a securitization transaction
of $430.0 million during the first quarter of 2000 compared to a securitization
of $390.0 million during the fourth quarter of 1999. The Company plans to
continue to securitize Contracts on a regular basis.
The following table illustrates the changes in the Company's Contract
acquisition volume, securitization activity and servicing portfolio during the
past five fiscal quarters:
SELECTED QUARTERLY FINANCIAL INFORMATION
<TABLE>
<CAPTION>
FOR THE QUARTERS ENDED
------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
1999 1999 1999 1999 2000
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Contracts purchased/originated during period... $ 357,757 $ 374,075 $ 398,802 $ 428,369 $ 468,742
Average monthly volume during period .......... 119,252 124,691 132,934 142,790 156,247
Gain on sale of Contracts ..................... 12,328 14,470 13,723 13,399 12,757
Contracts securitized during period ........... 310,000 350,000 400,000 390,000 430,000
Servicing portfolio at period end ............. 1,542,612 1,729,338 1,924,881 2,133,460 2,344,399
</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 March
31, 2000, delinquencies represented 2.15% of the amount of Contracts in its
servicing portfolio compared to 3.24% at December 31, 1999. Net charge-offs as a
percentage of the average servicing portfolio were 2.33% for the quarter ended
March 31, 2000, compared to 1.73% for the same period in 1999.
Off balance sheet reserves at March 31, 2000 were 4.41% versus 4.42% at
December 31, 1999. Off balance sheet reserves are those reserves established and
maintained on Contracts sold to the grantor and owner trusts in connection with
securitized Contracts.
DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------------------- ----------------------
AMOUNT NO. AMOUNT NO.
---------- ------- ---------- -------
(DOLLARS IN THOUSANDS)
-------------------------------------------------
<S> <C> <C> <C> <C>
Servicing portfolio .... $2,344,399 231,316 $2,133,460 209,745
Delinquencies(1)(2)
31-59 days........ $ 26,430 2,797 $ 38,376 3,963
60-89 days........ 10,068 1,055 16,596 1,671
90+ days ......... 13,965 1,328 14,203 1,383
---------- ------- ---------- -------
Total .................. $ 50,463 5,180 $ 69,175 7,017
========== ======= ========== =======
Total delinquencies as a
percent of Servicing
portfolio .............. 2.15% 2.24% 3.24% 3.35%
</TABLE>
- ---------------
(1) Delinquencies include principal amounts only.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
12
<PAGE> 13
LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
---------- ----------
(DOLLARS IN THOUSANDS)
Period end Contracts outstanding ...... $2,344,399 $1,542,612
Average servicing portfolio(1) ........ $2,238,058 $1,435,409
Number of gross charge-offs ........... 2,361 1,307
Gross charge-offs ..................... $ 15,054 $ 7,040
Net charge-offs(2) .................... $ 13,052 $ 6,221
Annualized net charge-offs as a percent
of average Servicing portfolio ....... 2.33% 1.73%
- -----------------
(1) Average is based on daily balances.
(2) Net charge-offs are gross charge-offs minus recoveries of Contracts
previously charged off.
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<PAGE> 14
THE FOLLOWING TABLE ILLUSTRATES THE MONTHLY PERFORMANCE OF EACH OF THE
SECURITIZED POOLS OUTSTANDING FOR THE PERIOD FROM THE DATE OF SECURITIZATION
THROUGH MARCH 31, 2000:
<TABLE>
<CAPTION>
TRUST: 96-1 96-2 96-3 96-4 97-1 97-2 97-3 97-4 98-1 98-A 98-B 98-C 99-A 99-B 99-C 99-D 00-A
Month
- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 0.00% 0.01% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
2 0.03% 0.07% 0.02% 0.02% 0.00% 0.00% 0.00% 0.00% 0.01% 0.01% 0.00% 0.02% 0.00% 0.00% 0.01% 0.00% 0.00%
3 0.05% 0.20% 0.07% 0.05% 0.03% 0.02% 0.02% 0.01% 0.02% 0.03% 0.02% 0.02% 0.02% 0.03% 0.03% 0.01%
4 0.11% 0.33% 0.16% 0.14% 0.06% 0.07% 0.09% 0.04% 0.08% 0.07% 0.08% 0.04% 0.05% 0.07% 0.06% 0.04%
5 0.23% 0.46% 0.43% 0.24% 0.13% 0.22% 0.13% 0.11% 0.14% 0.14% 0.19% 0.15% 0.11% 0.14% 0.16% 0.09%
6 0.40% 0.78% 0.54% 0.38% 0.26% 0.32% 0.24% 0.20% 0.24% 0.23% 0.33% 0.27% 0.21% 0.27% 0.28% 0.15%
7 0.69% 0.98% 0.74% 0.53% 0.37% 0.59% 0.36% 0.28% 0.40% 0.37% 0.45% 0.46% 0.35% 0.43% 0.47%
8 0.82% 1.15% 0.97% 0.81% 0.52% 0.80% 0.47% 0.43% 0.53% 0.42% 0.61% 0.57% 0.49% 0.60% 0.64%
9 0.93% 1.39% 1.13% 0.98% 0.60% 0.91% 0.62% 0.55% 0.68% 0.51% 0.82% 0.74% 0.63% 0.85%
10 1.15% 1.52% 1.32% 1.18% 0.76% 1.07% 0.73% 0.72% 0.85% 0.70% 0.95% 0.94% 0.81% 1.07%
11 1.25% 1.69% 1.47% 1.43% 0.92% 1.26% 0.81% 0.87% 1.04% 0.85% 1.10% 1.12% 1.04% 1.34%
12 1.47% 1.94% 1.60% 1.63% 1.02% 1.42% 0.94% 0.95% 1.20% 1.01% 1.20% 1.30% 1.29%
13 1.65% 2.08% 1.77% 1.73% 1.13% 1.58% 1.10% 1.08% 1.33% 1.17% 1.36% 1.54% 1.49%
14 1.79% 2.34% 1.94% 1.87% 1.23% 1.68% 1.23% 1.19% 1.46% 1.37% 1.48% 1.73% 1.72%
15 2.02% 2.52% 2.09% 2.07% 1.40% 1.80% 1.38% 1.36% 1.61% 1.48% 1.64% 1.90%
16 2.25% 2.76% 2.27% 2.23% 1.56% 1.97% 1.58% 1.42% 1.71% 1.59% 1.89% 2.10%
17 2.43% 2.89% 2.42% 2.33% 1.68% 2.10% 1.68% 1.52% 1.88% 1.76% 2.05% 2.28%
18 2.59% 3.10% 2.57% 2.49% 1.75% 2.23% 1.77% 1.64% 2.01% 1.96% 2.22%
19 2.77% 3.14% 2.70% 2.62% 1.85% 2.35% 1.91% 1.75% 2.17% 2.07% 2.37%
20 2.93% 3.30% 2.83% 2.73% 1.92% 2.48% 2.04% 1.85% 2.25% 2.25%
21 3.06% 3.47% 2.94% 2.84% 1.98% 2.59% 2.11% 1.97% 2.41% 2.37%
22 3.15% 3.60% 3.00% 2.93% 2.09% 2.72% 2.20% 2.08% 2.52% 2.48%
23 3.21% 3.70% 3.08% 3.02% 2.17% 2.81% 2.31% 2.12% 2.63%
24 3.28% 3.81% 3.17% 3.10% 2.22% 2.85% 2.41% 2.23% 2.75%
25 3.40% 3.93% 3.28% 3.22% 2.31% 2.93% 2.51% 2.36% 2.86%
26 3.43% 4.06% 3.38% 3.29% 2.38% 2.96% 2.59% 2.41%
27 3.55% 4.13% 3.43% 3.39% 2.44% 3.09% 2.71% 2.52%
28 3.60% 4.22% 3.54% 3.46% 2.50% 3.17% 2.79% 2.55%
29 3.73% 4.23% 3.59% 3.58% 2.55% 3.22% 2.92%
30 3.75% 4.29% 3.69% 3.61% 2.63% 3.26% 2.94%
31 3.79% 4.31% 3.77% 3.64% 2.67% 3.33% 3.01%
32 3.85% 4.33% 3.75% 3.72% 2.73% 3.39%
33 3.88% 4.37% 3.77% 3.74% 2.77% 3.48%
34 3.90% 4.39% 3.79% 3.77% 2.84% 3.51%
35 3.94% 4.39% 3.81% 3.79% 2.86%
36 3.94% 4.42% 3.83% 3.81% 2.85%
37 3.94% 4.42% 3.84% 3.83% 2.89%
38 3.97% 4.43% 3.88% 3.85%
39 3.99% 4.45% 3.92% 3.89%
40 3.96% 4.46% 3.92% 3.89%
41 3.96% 4.45% 3.92%
42 3.95% 4.45% 3.91%
43 3.96% 4.45% 3.91%
44 3.94% 4.48%
45 3.97% 4.49%
46 3.95% 4.52%
47 3.92% 4.51%
48 3.90%
49 3.89%
50 3.86%
51 3.86%
</TABLE>
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<PAGE> 15
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)
payments of dealer participation amounts; (iii) securitization costs; (iv)
settlements of hedging transactions; (v) operating expenses; and (vi) interest
expense. The capital resources available to the Company include: (i) interest
income during the warehousing period; (ii) servicing amounts; (iii) releases
from spread accounts; (iv) settlements of hedging transactions; (v) sales of
Contracts in securitizations; and (vi) borrowings under its credit facilities.
Management believes that the resources available to the Company provide the
needed capital to fund the anticipated expansion of the Company, Contract
purchases, and investments in origination and servicing capabilities.
Cash provided by operating activities was $24.7 million for the three months
ended March 31, 2000, compared to $29.8 million used in the three months ended
March 31, 1999. This increase was primarily due to the securitization during the
first quarter of 2000 of the Company's residual cash flows from 15 of its
currently outstanding securitizations. The proceeds of this transaction were
used to pay down two of the Company's residual interest financing facilities and
pay off another residual interest financing facility. Cash used in investing
activities was $1.1 million for the three months ended March 31, 2000, compared
to $2.0 million for the three months ended March 31, 1999. During the first
quarter of 1999, the Company was completing its corporate move from its previous
headquarters in Irvine California.
CP Facilities. As of March 31, 2000, the Company was party to two primary
auto loan warehousing programs (the "CP Facilities"), one a $375 million
facility with Triple-A One Funding Corporation ("Triple-A"), and the other a
$150 million facility with Park Avenue Receivables Corporation ("Parco"). Two of
the Company's special purpose subsidiaries, Onyx Acceptance Financial
Corporation ("Finco") for the Triple-A One Facility and Onyx Acceptance
Receivables Corporation ("Recco") for the Parco Facility, are the borrowers
under the CP Facilities. The CP Facilities are used to fund the purchase or
origination of Contracts. Triple-A and Parco are both rated commercial paper
asset-backed conduits sponsored by MBIA Insurance Corporation ("MBIA") and The
Chase Manhattan Bank ("Chase"), respectively. MBIA provides credit enhancement
for both facilities by issuing financial guarantee insurance policies covering
all principal and interest obligations owed for the borrowings under the
facilities. The Company pledges
15
<PAGE> 16
its Contracts held for sale to borrow from Triple-A and from Parco. The Parco
Facility was executed in August 1999 and expires in August 2000, but may be
renewed at the option of the lenders. The Triple-A Facility is subject to
renewal in September 2000 at the option of the lenders, and, if so renewed, will
expire in September 2001.
The Merrill Line. A subsidiary of the Company, Onyx Acceptance Funding
Corporation ("Fundco"), has an uncommitted $100 million line of credit (the
"Merrill Line"), with Merrill Lynch Mortgage Capital, Inc. ("MLMCI"), which
provides warehouse funding for the purchase or origination of Contracts and is
used in concert with the CP Facilities the Company currently has in place. The
Merrill Line was renewed in February 2000 for a one year term, but may be
cancelled at any time in the lenders discretion.
The Residual Lines. The Company, through Fundco, has two residual
Facilities: a $10.0 million committed facility with MLMCI and a $50.0 million
line with Salomon Smith Barney Realty Corporation ("SBRC") (the "SBRC Line" and
together with the Facility with MLMCI, the "Residual Lines"). The Residual Lines
are used by the Company to finance operating requirements. The lines utilize a
collateral-based formula that sets borrowing availability to a percentage of the
value of excess cash flow to be received from certain securitizations. The
facility provided by MLMCI was renewed in February 2000 for a one year term.
Each loan under SBRC Line matures one year after the date of the loan; the
Company expects each loan to be renewed at term.
Excess Servicing Facility. The Company was party to a collateralized loan
("Excess Servicing Facility") with a lending group for up to $45 million, which
was used for working capital and other expenditures. The Excess Servicing
Facility matured in June 1999. This line was paid in full and retired with the
proceeds of the first quarter 2000 residual interest securitization.
Subordinated Debt. As of March 31, 2000, the Company had outstanding
approximately $9.8 million of subordinated debt with an initial term of two
years. In February 2000, the Company exercised its option to extend the term by
three years during which the loan will fully amortize. Final maturity is
scheduled for February 2003.
During the second quarter of 2000, the Company issued an additional $12.0
million in subordinated debt with a stated interest rate of 12.5% and a maturity
of June 2006.
The facilities and lines above contain affirmative, negative and financial
covenants typical of such credit facilities. The Company was in compliance with
these covenants as of March 31, 2000.
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 execution of forward interest rate swaps or
use of a pre-funding structure for the Company's securitizations. The Company is
not required to maintain collateral on the outstanding hedging program.
SECURITIZATIONS
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
fluctuations. The Company has developed 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 a
AAA/Aaa rated publicly underwritten asset-backed securitization in the amount of
$430 million in the first quarter of 2000.
During the second quarter of 2000, the Company securitized Contracts
totaling $450 million.
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. Through March 31, 2000, the Company has securitized $3.9 billion of
its Contracts in 19 separate transactions. In each of its securitizations, the
Company has sold its Contracts to a newly formed grantor or owner trust which
notes and/or certificates in an amount equal to the aggregate principal balance
of the 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 MBIA, or a predecessor of MBIA, which
issues a financial guaranty insurance policy (the "Financial Guarantee Insurance
Policy") insuring the payment of principal and interest due on the asset-backed
securities.
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<PAGE> 17
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 excess cash flows arising from the trusts. 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 the Company as the servicer and Finco as the seller to the trusts.
Gains on sale of Contracts arising from 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.
INTEREST RATE EXPOSURE AND HEDGING
The Company is able through the use of varying maturities on advances from
the CP Facilities to lock in rates during the warehousing period, when in
management's judgment it is appropriate, to limit interest rate exposure during
such 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 Contracts near
the maximum rates permitted by law. Further, the Company employs a hedging
strategy which primarily consists of the execution of forward interest rate
swaps. These hedges are entered into by the Company in numbers and amounts which
generally correspond to the anticipated principal amount of the related
securitization. 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 and cash flows 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.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
contracts, and for hedging activities. The new standard requires that all
derivatives be recognized as either assets or liabilities in the consolidated
statements of financial condition and that those instruments be measured at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedging instrument. The accounting for changes in the fair value
of a derivative (that is, unrealized gains and losses) depends on the intended
use of the derivative and the resulting designation. The statement is effective
in the first quarter of year 2001. The Company is presently assessing the effect
of SFAS 133 on the consolidated financial statements of the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because the Company's funding strategy is dependent upon the issuance of
interest-bearing securities and the incurrence of debt, fluctuations in interest
rates impact the Company's profitability. As a result, the Company employs
various hedging strategies to limit certain risks of interest rate fluctuations.
See "Management's Discussion and Analysis -- Hedging and Interest Rate Risk
Management" and "Risk Factors -- We are Subject to Interest Rate Fluctuations."
17
<PAGE> 18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As a consumer finance company, the Company is subject to various consumer
claims and litigation seeking damages and statutory penalties based upon, among
other things, disclosure inaccuracies and wrongful repossession, which could
take the form of a plaintiff's class action complaint. The Company, as the
assignee of finance contracts originated by dealers, may also be named as a
co-defendant in lawsuits filed by consumers principally against dealers. The
damages and penalties claimed by consumers in these types of matters can be
substantial. The relief requested by the plaintiffs varies but includes requests
for compensatory, statutory and punitive damages. The Company is a defendant in
three consumer class action lawsuits. One such proceeding served in 1999, in
which the Company is a defendant, has been brought as a putative class action
and is pending in the State of California. A class has yet to be certified in
this case in which the plaintiffs allege certain defects in post-repossession
notice forms in the State of California. Another proceeding, also served in
1999, in which the Company is a defendant, has been brought as a putative class
action and is also pending in the State of California. A class was certified in
2000; in the matter, the plaintiffs raise issues regarding the payment of dealer
participation to dealers. The third such proceeding, served in 2000, in which
the Company is a defendant, has been brought as a putative class action and is
pending in the state of New Jersey. A class has not yet been certified in this
case in which the plaintiffs allege certain disclosure defects on Contracts
purchased by the Company; specifically, the plaintiffs allege that the
defendants failed to disclose the amounts retained by dealers from charges for
extended warranty products sold by dealerships with the motor vehicles.
Management believes that the Company has taken prudent steps to address the
litigation risks associated with the Company's business activities. However,
there can be no assurance that the Company will be able to successfully defend
against all such claims or that the determination of any such claim in a manner
adverse to the Company would not have a material adverse effect on the Company's
automobile finance business.
On January 25, 2000, a putative class action complaint was filed against the
Company and certain of the Company's officers and directors alleging violations
of Section 10(b) and 20(a) of the Securities and Exchange Act of 1934 arising
from the Company's use of the cash-in method of measuring and accounting for
credit enhancement assets in the financial statements. The Company believes that
its previous use of the cash-in method of measuring and accounting for credit
enhancement assets was consistent with then current generally accepted
accounting principles and accounting practices of other finance companies. As
required by the Financial Accounting Standards Board's Special Report, "A Guide
to Implementation of Statement 125 on Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities, Second Edition," dated
December 1998 and related statements made by the staff of the Securities and
Exchange Commission, the Company retroactively changed the method of measuring
and accounting for credit enhancement assets to the cash-out method and restated
the Company's financial statements for 1996, 1997 and the first three fiscal
quarters of 1998. The Company intends to vigorously defend against the
complaint.
In the opinion of management, the resolution of the proceedings described in
this section will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the first quarter of the fiscal year
covered by this Quarterly Report on Form 10-Q to a vote of security holders,
through the solicitation of proxies or otherwise.
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<PAGE> 19
ITEM 5. OTHER INFORMATION
FORWARD LOOKING STATEMENTS
The preceding Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which provides a "safe harbor" for these types of statements. This
Quarterly Report on Form 10-Q contains forward-looking statements which reflect
the current views of Onyx Acceptance Corporation with respect to future events
and financial performance. These forward looking statements are subject to
certain risks and uncertainties, including those identified below which could
cause actual results to differ materially from historical results or those
anticipated. Forward-looking terminology can be identified by the use of terms
such as "may," "will," "expect," "anticipate," "estimate," "should" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Onyx Acceptance
Corporation undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The following factors could cause actual results to differ
materially from historical results or those anticipated: (1) the level of demand
for auto contracts, which is affected by such external factors as the level of
interest rates, the strength of the various segments of the economy, debt burden
held by consumers and demographics of the lending markets of Onyx Acceptance
Corporation; (2) continued dealer relationships; (3) fluctuations between
consumer interest rates and the cost of funds; (4) federal and state regulation
of auto lending operations; (5) competition within the consumer lending
industry; (6) the availability and cost of securitization transactions and (7)
the availability and cost of warehouse and residual financing.
RISK FACTORS
You should carefully consider the following risks in your evaluation of us
and our Common Stock. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties, including but
not limited to credit, economic, competitive, governmental and financial factors
affecting our operations, markets, financial products, and services and other
factors discussed in our filings with the Securities and Exchange Commission,
may also adversely impact and impair our business. If any of these risks
actually occur, our business, results of operations, cash flows or financial
condition would likely suffer. In such case, the trading price of our common
stock could decline, and you may lose all or part of the money you paid to buy
our Common Stock.
WE NEED SUBSTANTIAL LIQUIDITY.
We require a substantial amount of liquidity to operate our business. Among
other things, we use such liquidity to:
o acquire Contracts;
o pay dealer participation amounts;
o pay securitization costs and fund related accounts;
o settle hedge transactions;
o satisfy working capital requirements and pay operating expenses; and
o pay interest expense.
A substantial portion of our revenues in any period is represented by gain
on sale of Contracts generated by a securitization in such period, but the cash
underlying such revenues is received over the life of the Contracts.
We have historically operated on a negative cash flow basis and expect to do
so in the future as long as the volume of Contract purchases continues to grow.
We have historically funded these negative operating cash flows principally
through borrowings from financial institutions, sales of equity securities and
sales of subordinated notes. We cannot assure you, however, that (1) we will
have access to the capital markets in the future for equity, debt issuances or
securitizations, or (2) financing through borrowings or other
19
<PAGE> 20
means will be available on acceptable terms to satisfy our cash requirements. If
we were unable to access the capital markets or obtain acceptable financing, our
results of operations, financial condition and cash flows would be materially
and adversely affected. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
WE DEPEND ON WAREHOUSE FINANCING.
We depend on warehousing facilities with financial institutions to finance
the purchase or origination of Contracts pending securitization. See "Business
- -- Financing and Sale of Contracts." Our business strategy requires that such
financing continue to be available during the warehousing period.
Whether the CP Facilities continue to be available to us depends on, among
other things, whether we maintain a target net yield for the Contracts financed
under the CP Facilities and comply with certain financial covenants contained in
the sale and servicing agreements between us, as seller, and our wholly-owned
special purpose finance subsidiaries, Finco or Recco, as applicable, as
purchaser. These financial covenants include:
o a minimum ratio of net worth plus subordinated debt to total assets;
o a maximum ratio of credit enhancement assets to tangible net worth;
o earnings before interest, depreciation and taxes coverage ratio; and
o minimum cash on hand.
We also have a warehouse line of credit with Merrill Lynch. Whether the
Merrill Line continues to be available to us depends, to a certain extent, on
whether we meet certain debt to equity ratios and minimum equity requirements.
We cannot assure you that our CP Facilities or Merrill Line will be
available to us or that they will be available on favorable terms. If we are
unable to arrange new warehousing credit facilities or extend our existing
credit facilities when they expire, our results of operations, financial
condition and cash flows could be materially and adversely affected.
WE DEPEND ON RESIDUAL FINANCING.
When we sell our Contracts in securitizations, we receive cash and a
residual interest in the securitized assets ("RISA"). The RISA represents the
future cash flows to be generated by the Contracts in excess of the interest
paid on the securities issued in the securitization and other costs of servicing
the Contracts and completing the securitization. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations --
Securitizations". We typically use the RISA from each securitization as
collateral to borrow cash to finance our operations. The amount of cash advanced
by our lenders under our Residual Lines depends on a collateral formula that is
determined in large part by how well our securitized Contracts perform. If our
portfolio of securitized Contracts experienced higher delinquency and loss
ratios than expected, then the amount of money we could borrow under the
Residual Lines would be reduced. The reduction in availability under these
Residual Lines could materially and adversely affect our operations, financial
condition and cash flows. Additionally, we are subject, under the documentation
governing the Residual Lines, to minimum net worth and subordinated debt plus
net worth tests. Finally, our capacity under these lines is limited and, to the
extent that we cannot obtain increases in these lines, acquire new lines, or
create capacity through the securitization or other disposition of RISA, our
operations, financial condition and cash flows could be materially and adversely
affected.
WE DEPEND ON SECURITIZATIONS TO GENERATE REVENUE.
We rely significantly upon securitizations to generate cash proceeds for
repayment of our warehouse credit facilities and to create availability to
purchase additional Contracts. Further, gain on sale of Contracts generated by
our securitizations represents a significant portion of our revenues. Our
ability to complete securitizations of our Contracts is affected by the
following factors, among other things:
o conditions in the securities markets generally;
20
<PAGE> 21
o conditions in the asset-backed securities market specifically;
o the credit quality of our portfolio of Contracts; and
o our ability to obtain credit enhancement.
If we were unable to profitably securitize a sufficient number of our
Contracts in a particular financial reporting period, then our revenues for such
period could decline and could result in lower net income or a loss for such
period. In addition, unanticipated delays in closing a securitization could also
increase our interest rate risk by increasing the warehousing period for our
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."
WE DEPEND ON CREDIT ENHANCEMENT.
From inception through March 31, 2000, each of our securitizations has
utilized credit enhancement in the form of a financial guarantee insurance
policy issued by MBIA, or its predecessor, in order to achieve "AAA/Aaa"
ratings. This form of credit enhancement reduces the cost of the securitizations
relative to alternative forms of credit enhancements currently available to us.
MBIA is not required to insure future securitizations, and we are not restricted
in our ability to obtain credit enhancement from providers other than MBIA or to
use other forms of credit enhancement. We cannot assure you that:
o we will be able to continue to obtain credit enhancement in any form
from MBIA;
o we will be able to obtain credit enhancement from any other provider of
credit enhancement on acceptable terms; or
o future securitizations will be similarly rated.
We also rely on MBIA's financial guarantee insurance policy to reduce our
borrowing cost under the CP Facilities. If MBIA's credit rating is downgraded or
if it withdraws our credit enhancement, we could be subject to higher interest
and other costs for our future securitizations and financing costs during the
warehousing period. Such events could have a material adverse effect on our
results of operations, financial condition and cash flows.
WE ARE SUBJECT TO INTEREST RATE FLUCTUATIONS.
Our profitability is largely determined by the difference, or "spread,"
between the effective rate of interest received by us on the Contracts acquired
and the interest rates payable under our credit facilities during the
warehousing period and for securities issued in securitizations.
Several factors affect our ability to manage interest rate risk. First, the
Contracts are purchased or originated at fixed interest rates, while amounts
borrowed under our credit facilities bear interest at variable rates that are
subject to frequent adjustment to reflect prevailing rates for short-term
borrowings. Our policy is to increase the buy rates we issue to dealerships or
to increase rates we make available to consumers for Contracts in response to
increases in our 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 our competitors may limit our ability to pass through our increased
costs of warehouse financing.
Second, the spread can be adversely affected after a Contract is purchased
or originated and while it is held during the warehousing period by increases in
the prevailing rates in the commercial paper markets. While the CP Facilities
permit us to select maturities of up to 270 days for commercial paper, if we
selected a shorter maturity or had a delay in completing a securitization, we
would face this risk.
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 or originated by us
have fixed rates, we bear the risk of spreads narrowing because of interest-rate
increases during the period from the date the Contracts are purchased until the
pricing of our securitization of such Contracts. We employ a hedging strategy
that is intended to minimize this risk and which
21
<PAGE> 22
historically has involved the execution of forward interest rate swaps or use of
a pre-funding structure for our securitizations. However, we cannot assure you
that this strategy will consistently or completely offset adverse interest-rate
movements during the warehousing period or that we will not sustain losses on
hedging transactions. Our hedging strategy requires estimates by management of
monthly Contract acquisition volume and timing of our securitizations. If such
estimates are materially inaccurate, then our gains on sales of Contracts,
results of operations and cash flows could be materially and adversely affected.
We also have exposure to interest rate fluctuations under the Residual
Lines. The interest rates are based on 30 day LIBOR which resets each month In
periods of increasing interest rates our cash flows, results of operations and
financial condition could be materially adversely affected.
In addition, we have some interest rate exposure to falling interest rates
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 prices. Such a rate decline would reduce the
interest rate spread because the interest rate on the notes and/or the
certificates would remain fixed. This would negatively impact the gain on sale
of Contracts and our results of operations and cash flows.
WE WILL BE ADVERSELY AFFECTED WHEN CONTRACTS ARE PREPAID OR DEFAULTED.
Our results of operations, financial condition, cash flows, and liquidity
depend, to a material extent, on the performance of Contracts purchased,
originated, warehoused, and securitized by us. A portion of the Contracts
acquired by us may default or prepay during the warehousing period. We bear the
risk of losses resulting from payment defaults during the warehousing period. In
the event of payment default, the collateral value of the financed vehicle may
not cover the outstanding Contract balance and costs of recovery. We maintain 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 we would recognize as an expense
the losses in excess of such allowance, and our results of operations could be
adversely affected. In addition, under the terms of the CP Facilities, we are
not able to borrow against defaulted Contracts.
Our servicing income can also be adversely affected by prepayment of or
defaults under Contracts in the servicing portfolio. Our contractual servicing
revenue is based on a percentage of the outstanding principal balance of such
Contracts. Thus, if Contracts are prepaid or charged-off, then our servicing
revenue will decline to the extent of such prepaid or charged-off Contracts.
The gain on sale of Contracts recognized by us in each securitization and
the value of the retained interest in securitized assets ("RISA") in each
transaction reflects management's estimate of future credit losses and
prepayments for the Contracts included in such securitization. If actual rates
of credit loss or prepayments, or both, on such Contracts exceed those
estimated, the value of the RISA would be impaired. We periodically review our
credit loss and prepayment assumptions relative to the performance of the
securitized Contracts and to market conditions. In this event, our results of
operations and liquidity could be adversely affected if credit loss or
prepayment levels on securitized Contracts substantially exceed anticipated
levels. If necessary, we would write-down the value of the RISA through a
reduction to servicing fee income. Further, any write down of RISA would reduce
the amount available to us under our residual lines, thus requiring us to pay
down amounts outstanding under the facilities or provide additional collateral
to cure the borrowing base deficiency.
WE WILL BE ADVERSELY AFFECTED IF WE LOSE SERVICING RIGHTS.
Our results of operations, financial condition and cash flows would be
materially and adversely affected if any of the following were to occur:
o loss of the servicing rights under our sale and servicing agreements for
the CP Facilities;
o loss of the servicing rights under the applicable pooling and servicing
or sale and servicing agreement of a grantor trust or owner trust,
respectively; or
o a trigger event that would block release of future excess cash flows
generated from the grantor trusts' or owner trusts' respective spread
accounts.
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<PAGE> 23
We are entitled to receive servicing income only while we act as servicer
under the applicable sales and servicing agreements or pooling and servicing
agreements. Under the CP Facilities our right to act as servicer can be
terminated by MBIA, upon the occurrence of certain events.
OUR QUARTERLY EARNINGS MAY FLUCTUATE.
Our revenues have fluctuated in the past and are expected to fluctuate in
the future principally as a result of the following factors:
o the timing and size of our securitizations;
o variations in the volume of our Contract acquisitions;
o the interest rate spread between our cost of funds and the average
interest rate of purchased Contracts;
o the effectiveness of our hedging strategies; and
o the investor rate for securitizations.
Any significant decrease in our quarterly revenues could have a material
adverse effect on our results of operations, financial condition and cash flows.
WE DEPEND ON KEY PERSONNEL.
Our future operating results depend in significant part upon the continued
service of our key senior management personnel, none of whom is bound by an
employment agreement. Our future operating results also depend in part upon our
ability to attract and retain qualified management, technical, and sales and
servicing personnel for our operations. Competition for such personnel is
intense. We cannot assure you that we 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 our inability to attract
and retain skilled employees, as needed, could materially and adversely affect
our results of operations, financial condition and cash flows.
OUR INDUSTRY IS HIGHLY COMPETITIVE.
Competition in the field of financing retail motor vehicle 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 we do. 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 us. Our ability to compete successfully depends largely upon our
relationships with dealerships and the willingness of dealerships to offer those
Contracts that meet our underwriting criteria to us for purchase. We cannot
assure you that we will be able to continue to compete successfully in the
markets we serve.
WE MAY BE HARMED BY ADVERSE ECONOMIC CONDITIONS.
We are a motor vehicle consumer auto finance company whose activities are
dependent upon the sale of motor vehicles. Our ability to continue to acquire
Contracts in the markets in which we operate 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 a
material adverse impact upon us, our results of operations and our ability to
implement our business strategy.
The automobile industry generally is sensitive to adverse economic
conditions both nationwide and in California, where we have our largest
single-state exposure. 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
contracts. We cannot assure you that such economic conditions will not occur, or
that such conditions will not result in severe reductions in our revenues or the
cash flows available to us to permit us to remain current on our credit
facilities.
23
<PAGE> 24
WE ARE SUBJECT TO MANY REGULATIONS.
Our business is subject to numerous federal and state consumer protection
laws and regulations, which, among other things:
o require us to obtain and maintain certain licenses and qualifications;
o limit the interest rates, fees and other charges we are allowed to
charge;
o limit or prescribe certain other terms of our Contracts;
o require specific disclosures; and
o define our rights to repossess and sell collateral.
We believe that we are 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 our ability to operate our business. However, we will be
materially and adversely affected if we fail to comply with:
o applicable laws and regulations;
o changes in existing laws or regulations;
o changes in the interpretation of existing laws or regulations; or
o any additional laws or regulations that may be enacted in the future.
WE ARE SUBJECT TO LITIGATION RISKS.
We are party to various legal proceedings, similar to actions brought
against other companies in the motor vehicle finance industry. Companies in the
motor vehicle finance industry have been named as defendants in an increasing
number of class action lawsuits brought by purchasers of motor vehicles claiming
violation of various federal and state consumer credit and similar laws and
regulations. We are defendants in three such consumer class action lawsuits. One
such proceeding served in 1999, in which we are a defendant, has been brought as
a putative class action and is pending in the State of California. A class has
yet to be certified in this case in which the plaintiffs allege certain defects
in post-repossession notice forms in the State of California. Another proceeding
also served in 1999, in which we are a defendant, has been brought as a putative
class action and also is pending in the State of California. A class was
certified in 2000; in the matter, the plaintiffs raise issues regarding the
payment of dealer participation to dealers. The third such proceeding, served in
2000, in which we are a defendant, has been brought as a putative class action
and is pending in the state of New Jersey. A class has not yet been certified in
this case in which the plaintiffs allege certain disclosure defects on Contracts
purchased by us; specifically, the plaintiffs allege that the defendants failed
to disclose the amounts retained by dealers from charges for extended warranty
products sold by dealerships with the motor vehicles.
On January 25, 2000, a putative class action complaint was filed against us
and certain of our officers and directors alleging violations of Section 10(b)
and 20(a) of the Securities and Exchange Act of 1934 arising from our use of the
cash-in method of measuring and accounting for credit enhancement assets in the
financial statements. We believe that our previous use of the cash-in method of
measuring and accounting for credit enhancement assets was consistent with then
current generally accepted accounting principles and accounting practices of
other finance companies. As required by the Financial Accounting Standards
Board's Special Report, "A Guide to Implementation of Statement 125 on
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities, Second Edition," dated December 1998 and related statements made by
the staff of the Securities and Exchange Commission, we retroactively changed
the method of measuring and accounting for credit enhancement assets to the
cash-out method and restated our financial statements for 1996, 1997 and the
first three fiscal quarters of 1998. We intend to vigorously defend against the
complaint.
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<PAGE> 25
While we intend to vigorously defend ourselves against such proceedings
there is a chance that our results of operations, financial condition and cash
flows could be materially and adversely affected by unfavorable outcomes.
25
<PAGE> 26
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
EXHIBIT NO. EXHIBIT TITLE
----------- -------------
21.1 Subsidiaries of the Registrant.
27.1 Financial Data Schedule.
- -----------
(b) Reports on Form 8-K
None.
26
<PAGE> 27
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
By: /s/ JOHN W. HALL
--------------------------------
John W. Hall
President and Principal
Executive Officer
Date: May 12, 2000
By: /s/ DON P. DUFFY
--------------------------------
Don P. Duffy
Executive Vice President and
Principal Financial Officer
Date: May 12, 2000
27
<PAGE> 28
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
21.1 Subsidiaries of the Registrant.
27.1 Financial Data Schedule.
<PAGE> 1
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
Onyx Acceptance Financial Corporation, a Delaware corporation
ABNI, Inc., a Delaware corporation
Onyx Acceptance Funding Corporation, a Delaware corporation
C.U. Acceptance Corporation, a Delaware corporation
Onyx Acceptance Receivables Corporation, a Delaware corporation
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,862
<SECURITIES> 0
<RECEIVABLES> 256,531
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 377,390
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 62
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 377,390
<SALES> 0
<TOTAL-REVENUES> 23,948
<CGS> 0
<TOTAL-COSTS> 6,386
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 433
<INTEREST-EXPENSE> 6,386
<INCOME-PRETAX> 2,860
<INCOME-TAX> 1,187
<INCOME-CONTINUING> 1,673
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,673
<EPS-BASIC> .27
<EPS-DILUTED> .26
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