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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[x] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
December 31, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 33-5144-D
U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(Name of small business issuer in its charter)
TEXAS 75-2669147
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1120 N.W. 63RD, SUITE 250
OKLAHOMA CITY, OKLAHOMA 73116
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (405) 843-3135
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes[ ] No[ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's
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knowledge, in definite proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] State
issuer's revenues for its most fiscal year.
None
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price so such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule 12b
of Exchange Act.)
None
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions are stated.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
1,000 shares
DOCUMENTS INCORPORATED BY REFERENCE:
None
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ ]
2
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
U.S. Automobile Acceptance SNP-III, Inc. (the "Company") was incorporated as a
Texas Corporation in June 1996. The Company is a limited purpose corporation
engaged in the financial services business specializing in the purchase,
management and collection of used motor vehicle sub-prime credit receivables
(the "Contracts"). The Company purchases Contracts, at a discount, created by
the sale of used automobiles and light trucks. The Company has financed its
business through the securitization of the Contracts that it purchases. A public
note offering, began in 1996. The note offering totaled $23,996,000.
The Company's offices are located at 1120 N.W. 63rd, Suite 250, Oklahoma City,
Oklahoma 73116.
PLAN OF LIQUIDATION AND/OR REORGANIZATION
The Company has incurred very high customer defaults in its high interest
yielding used automobile sub-prime finance portfolio. In addition the Company
has experienced a high dealership guarantee default rate for many of the
automobile dealers from which automobile finance contracts were purchased.
Accordingly the Company's operating, collection, repossession and collateral
deposition costs, as well as losses from collateral dispositions, general and
administrative expenses and legal costs attempting to enforce recourse
agreements have been much higher that anticipated. Therefore, the decreased size
of the performing contract portfolio has resulted in substantially decreased
interest revenues. USAA SNP-III has incurred finance contract write offs
substantially in excess of originally anticipated amounts.
Accordingly, the Company believes that adopting a plan of orderly liquidation
and/or plan of reorganization is appropriate. The Company plans to begin
discussion with noteholders and Chase Bank of Texas to begin the process
necessary to implement procedures to allow for early liquidation of assets
and/or plan of reorganization of the Company. The Company plans to use best
efforts to implement and complete the plan (if approved by noteholders) during
2001.
There is no assurance that any proposed early liquidation and/or reorganization
plan will be approved by the noteholders or completed in a timely basis. A
federal bankruptcy or state court receivership action or other legal actions
might ultimately result.
In September 2000, Chase Manhattan Bank, as Indenture Trustee notified to the
Company of its failure to provide certain accounting information to the
Indenture Trustee. The Company was notified of its failure to provide to the
Trustee or the Noteholders the reports as required by the Indenture is a default
under the terms of the indenture and various related notes agreements. The
3
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Company has ninety days to cure this default, failing which the Trustee may
accelerate the principle and interest due on the Notes. The Company plans to
cure this technical default within the ninety-day grace period.
SECURITIZATION ACTIVITIES
Pursuant to an Indenture Agreement between the Company and Chase Bank of Texas,
formerly Texas Commerce Bank National Association, Texas, the Company has issued
an outstanding aggregate of $23,996,000 in principle amount of its Automobile
Contract Notes Due December 31, 2001 (the "Notes"). The Notes require monthly
interest payments at a rate of 11 % per annum.
The Notes are secured by the Contracts (and the related motor vehicle collateral
and by additional collateral support agreements provided by automobile
dealerships) purchased by the Company. In addition, the net proceeds of the
offering and the Company's excess cash after payment of interest and allowed
expenses secures the Notes.
CONTRACT PURCHASING AND COLLECTING ACTIVITIES
The Company's Contracts are purchased, usually at a discount, from automobile
dealerships. The Company's Contract collecting activities are conducted through
services provided by the Servicer pursuant to an agreement with the Company. The
Contracts were generally purchased at discounts below the total future net
principle balance owed on such Contracts. The Company did not participate in the
retail sales by the automobile dealer of the financed vehicles from which the
Contracts arise. The Company has discontinued purchasing Contracts.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company has no material physical properties.
ITEM 3. LEGAL PROCEEDINGS.
Management is not aware of any legal proceedings pending against the Company or
its assets. The Company has in the ordinary course of business filed numerous
legal proceedings against various automobile dealers for breach of contract and
failure to honor dealer recourse agreements.
See Item 1 Plan of Liquidation and/or Reorganization.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
PART 11
4
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no established public market for the Company's common equity.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company has continued to incur substantial operating losses resulting
principally from poor performance of its contract receivable portfolio
substantial operating, legal, administrative and collateral disposition costs
and decreased interest revenues related to the defaulted contracts. Many
automobile dealers have failed to honor dealer recourse agreement resulting in
legal actions against many dealers. The contract receivables of the Company have
not performed as expected.
See Item 1 Plan of Liquidation and/or Reorganization
ITEM 7. FINANCIAL STATEMENTS.
See index at page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The name, age, background and principal occupation of the sole director and
executive officer of the Company is set forth below:
Mr. Michael R. Marshall, age 51, is Chairman of the Board and President of the
Company. Mr. Marshall holds a Bachelor of Business Administration Degree in
Accounting which he obtained in 1971 from Texas A & M University. From 1971
through 1977 Mr. Marshall was employed at Coopers & Lybrand, Certified Public
Accountants, which he served in various positions including general practice
manager of its Oklahoma City office. Mr. Marshall was self-employed from 1977 to
1982 as a practicing Certified Public Accountant and as a corporate financial
consultant and since 1982 has specialized in assisting companies in the
placement, collection and liquidation of debt finance transactions.
Additionally, from 1981 through 1988, Mr. Marshall was the President of Settlers
Energy Corporation, an independent oil and gas company located in Oklahoma,
which specialized in purchasing, managing and liquidation of secured oil and gas
industry loans of distressed financial institutions.
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ITEM 10. EXECUTIVE COMPENSATION.
None
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
At December 31, 1999, the ownership of the Company's common stock is as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
NAME AND ADDRESS OF NUMBER OWNERSHIP PERCENTAGE OF
BENEFICIAL OWNER OF SHARES CLASS OUTSTANDING (1)
------------------- --------- -------------------------------
<S> <C> <C>
U.S. Automobile Acceptance Corporation (1)
1120 N.W. 63rd, Suite 250
Oklahoma City, OK 73116 1,000 100%
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
U.S. Automobile Acceptance Corporation is the owner 100% of the issued and
outstanding common stock of the Company. The Company's contracts have been
administrated, serviced and collected on behalf of the Company by U.S.
Automobile Service Corporation, an affiliate. The Servicer subcontracts a
portion of the servicing of the contracts to qualified automobile dealers and
other qualified subcontractors. The Servicer is paid for services provided. In
addition, the Company's Parent has been paid a monthly investor administration
fee of 1/12th of 1% of the aggregate principal amount of the Notes outstanding,
and 1/12th of 1% of aggregate funds held in investment accounts.
ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K
a) Exhibits
EXHIBIT
NUMBER EXHIBIT
3.1 - Articles of Incorporation of U.S. Automobile Acceptance SNP-III,
Inc.(1)
3.2 - Bylaws of U.S. Automobile Acceptance SNP-III, Inc.(1)
4.1 - Indenture Agreement between U.S. Automobile Acceptance SNP-III,
Inc. and Texas Commerce Bank National Association, as Trustee,
with respect to the 11% Automobile Contract Notes due December 31,
2001(1)
4.2 - Form of 11% Automobile Contract Note due December 31, 2001(1)
10.3 - Servicing Agreement between U.S. Automobile Acceptance SNP-III,
Inc. and U.S. Automobile Service Corporation(1)
27 - Financial Data Schedules
(b) Reports on Form 8-K:
No reports on Form 8-K were filed.
(1) Incorporated by reference to the Company's Form SB-2 Registration Statement
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
By /s/ MICHAEL R. MARSHALL
--------------------------------------------------
Michael R. Marshall, President
Date December 4, 2000
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ MICHAEL R. MARSHALL
-------------------------------------------------
Michael R. Marshall, President and Director
(Principal Executive Officer
and Principal Financial Officer)
Date December 4, 2000
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
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U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(a limited purpose corporation)
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditor's Report F-2
Statement of Net Assets (Liabilities)
in Liquidation as of December 31, 1999 F-3
Statement of Changes in Net Assets
in Liquidation for the year ended
December 31, 1999 F-4
Notes to Financial Statements F-5
</TABLE>
All financial statement schedules are omitted because they are not applicable,
not required, or the information required to be set forth therein is included in
the financial statements or the notes thereto.
F-1
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[TYSON HOPKINS LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors
U.S. Automobile Acceptance SNP-III, Inc.
I have audited the statement of net assets (liabilities) in liquidation of U.S.
Automobile Acceptance SNP-III, Inc. (a Texas Corporation) as of December 31,
1999. In addition, I have audited the statement of changes in net assets in
liquidation for the year ended December 31, 1999. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted audit standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principals used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
The Company has incurred very high customer defaults in its high interest
yielding used automobile sub-prime finance portfolio. In addition the Company
has experienced a high dealership guarantee default rate for many of the
automobile dealers from which automobile finance contracts were purchased.
Accordingly the Company's operating, collection, repossession and collateral
deposition costs, as well as losses from collateral dispositions, general and
administrative expenses and legal costs attempting to enforce recourse
agreements have been much higher that anticipated. Therefore, the decreased size
of the performing contract portfolio has resulted in substantially decreased
interest revenues. USAA SNP-III has incurred finance contract write offs
substantially in excess of originally anticipated amounts.
The Company has adopted a liquidation/reorganization plan. Accordingly, the
accompanying statements are prepared on a liquidation basis.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the net assets (liabilities) in liquidation of U.S.
Automobile Acceptance SNP-III, Inc. as of December 31, 1999, and the changes in
net assets in liquidation for the year then ended, in conformity with generally
accepted accounting principals applied on the basis of accounting described in
the preceding paragraph.
TYSON HOPKINS
Oklahoma City, Oklahoma
November 20, 2000
F-2
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U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(a limited purpose corporation)
STATEMENT OF NET ASSETS (LIABILITIES) IN LIQUIDATION
As of December 31, 1999
ASSETS
<TABLE>
<S> <C>
Cash and cash equivalents $ 5,654,807
Contracts receivable, less allowance for credit
losses and liquidation costs of $3,350,000 4,110,613
------------
TOTAL NET ASSETS IN LIQUIDATION $ 9,765,420
============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Notes payable, includes amounts not ultimately
recoverable by noteholders $ 23,996,000
Accrued interest payable 219,963
------------
TOTAL LIABILITIES 24,215,963
------------
Stockholders' equity:
Common Stock 1,000
Additional Paid in Capital 49,000
Accumulated Deficit (14,500,543)
------------
TOTAL STOCKHOLDERS' (DEFICIT) (14,450,543)
------------
TOTAL NET LIABILITIES IN LIQUIDATION $ 9,765,420
============
</TABLE>
See accompanying notes to financial statements
F-3
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U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(a limited purpose corporation)
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
For the year ended December 31, 1999
<TABLE>
<S> <C>
Total assets at December 31, 1998 $ 20,622,722
Changes in net assets for the year ended December 31, 1999:
Write down of assets of assets carrying value as of
January 1, 1999, to reflect the change to the
liquidation basis, principally capitalized
note offering cost (2,297,340)
Cash collections in excess of expenses 3,716,958
Cash distributed to noteholders (2,639,466)
Decrease in contracts receivable (9,637,454)
------------
TOTAL ASSETS AT DECEMBER 31, 1999 $ 9,765,420
============
</TABLE>
See accompanying notes to financial statements
F-4
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U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
GENERAL - U.S. Automobile Acceptance SNP-III, Inc. (herein referred to as
"Company" or "SNP-III") was incorporated on June 1996 as a Texas Corporation.
The company was formed to conduct an asset backed note offering and to use the
proceeds to purchase, collect and service high yield sub-prime credit retail
automobile and light truck financing contacts ("Contracts").
ASSET-BACKED NOTE OFFERING - The Company filed a Registration Statement in 1996
with the Securities and Exchange Commission and various state security boards
with respect to its offering of up to $24,00,000 of 11% Promissory Notes due
December 31, 2001. Note subscription totaled $23,996,000.
The notes were issued under the terms of an Indenture Agreement between the
Company and Chase Bank, formerly Texas Commerce Bank National Association, as
Trustee. The Notes are secured by the contracts and proceeds thereof.
PROPOSED PLAN OF LIQUIDATION AND/OR REORGANIZATION - The Company has incurred
very high customer defaults in its high interest yielding used automobile
sub-prime finance portfolio. In addition the Company has experienced a high
dealership guarantee default rate for many of the automobile dealers from which
automobile finance contracts were purchased. Accordingly the Company's
operating, collection, repossession and collateral deposition costs, as well as
losses from collateral dispositions, general and administrative expenses and
legal costs attempting to enforce recourse agreements have been much higher than
anticipated. Therefore, the decreased size of the performing contract portfolio
has resulted in substantially decreased interest revenues. USAA SNP-III has
incurred finance contract write offs substantially in excess of originally
anticipated amounts.
Accordingly, the Company believes that adopting a plan of orderly liquidation
and/or plan of reorganization is appropriate. The Company plans to begin
discussion with noteholders and Chase Bank of Texas to begin the process
necessary to implement procedures to allow for early liquidation of assets
and/or plan of reorganization of the Company. The Company plans to use best
efforts to implement and complete the plan (if approved by noteholders) during
2001.
There is no assurance that any proposed early liquidation and/or reorganization
plan will be approved by the noteholders or completed in a timely basis. A
federal bankruptcy or state court receivership action or other legal actions
might ultimately result.
In September 2000, Chase Manhattan Bank, as Indenture Trustee notified to the
Company of its failure to provide certain accounting information to the
Indenture Trustee. The Company was notified of its failure to provide to the
Trustee or the Noteholders the reports as required by the Indenture is a default
under the terms of the indenture and various related notes agreements. The
Company has ninety days to cure this default, failing which the Trustee may
accelerate the principle and interest due on the Notes. The Company plans to
cure this technical default within the ninety-day grace period.
F-5
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U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
Presently it cannot be determined whether the amounts realizable from the
disposition of the remaining assets or the amounts that creditors may agree to
accept in settlement of the obligations due them will differ materially from the
amounts shown in the accompanying financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The Company is adopting a plan of liquidation and/or
reorganization. Accordingly, the Company has adopted the liquidation basis of
accounting in which the assets and liabilities are presented on a net realizable
value basis. Assets are reflected at estimated current value less allowance for
realization costs. Liabilities are reduced to the net assets available for their
payment.
USE OF ESTIMATES - The preparation of financial statements in conformity with
the generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures regarding contingent assets and liabilities at the
date of the financial statements, and the amounts of revenues and expenses
reported during the period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all investments with a
maturity of three months or less, when purchased, to be cash equivalents. The
use of cash of the Company is restricted by the terms of the indenture agreement
between the Company and Chase Bank, as Indenture Trustee and by the bankruptcy
court.
FINANCE CONTRACTS - Finance Contracts are stated a Contract balance less an
allowance for collection cost and estimated future losses.
CREDIT LOSSES - The Company has incurred and continues to incur high credit
losses. The Company advises that these credit losses resulted principally from
higher than anticipated repossession rates and failure of automobile dealers to
honor their recourse and contract replacement agreements. The Company has taken
legal action against defaulting dealers which is their policy, but does not
expect any significant future recovery. The Company charges off contracts
receivable as an individual contract is determined to be uncollectible.
INCOME TAXES - The Company has adopted SFAS No. 109, Accounting for Income
Taxes, whereby deferred income taxes reflect the net tax effects of (a)
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry forwards. The Company has incurred an
aggregate tax and financial reporting loss from incorporation and accordingly
has no income tax liability.
F-6
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'
U.S. AUTOMOBILE ACCEPTANCE SNP-III, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
3. NOTES PAYABLE
The Company had outstanding notes payable of $23,996,000. The Notes bear
interest at 11% payable monthly, and the principal is due December 31, 2001.
The notes have been issued under the terms of an Indenture Agreement between the
Company and Chase Bank, as trustee. The Notes are collateralized by the
Contracts and proceeds thereof. Under the terms of the various agreements Chase
holds a security agreement for the benefit of the noteholders, serves as paying
agent, note registrar, serves a escrow agent.
See note 1 Proposed Plan of Liquidation and/or Reorganization.
4. RELATED PARTY TRANSACTIONS
U.S. Automobile Service Corporation, an affiliate ("USASC") contractually
administers, services and collects Contracts on behalf of SNP-III and is paid
for services provided. U.S. Automobile Acceptance Corporation ("USAAC") is paid
a monthly investor administration fee of 1/12th of 1% of the aggregate principal
amount of the Notes outstanding, and 1/12th of 1% of the aggregate funds held in
investment accounts. All other general and administrative expenses are paid by
SNP-III or reimbursed to USAAC.
F-7
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 - Articles of Incorporation of U.S. Automobile Acceptance SNP-III,
Inc.(1)
3.2 - Bylaws of U.S. Automobile Acceptance SNP-III, Inc.(1)
4.1 - Indenture Agreement between U.S. Automobile Acceptance SNP-III, Inc.
and Texas Commerce Bank National Association, as Trustee, with
respect to the 11% Automobile Contract Notes due December 31, 2001(1)
4.2 - Form of 11% Automobile Contract Note due December 31, 2001(1)
10.3 - Servicing Agreement between U.S. Automobile Acceptance SNP-III, Inc.
and U.S. Automobile Service Corporation(1)
27 - Financial Data Schedules
</TABLE>
(1) Incorporated by reference to the Company's Form SB-2 Registration Statement
