<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For the quarter ended: Commission File Number:
June 30, 1995 033-55070
------------- ---------
AUTOMOBILE CREDIT FINANCE III, INC.
(Exact name of Registrant as specified in its charter)
Texas 75-2454226
----- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
700 North Pearl, Suite 400, Plaza of the Americas, North Tower, Lock Box 401,
Dallas, Texas 75201
--------------------------------------------------------------------------------
(Address and zip code of principal executive offices)
(214) 965-6000
--------------
(Registrant's telephone number, including area code)
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
--- ---
Class Number of Shares Outstanding
----- at July 31, 1995
Common Stock, $1.00 par value ----------------
1,000
<PAGE> 2
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AUTOMOBILE CREDIT FINANCE III, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS June 30, 1995 September 30, 1994
------------- ------------------
(Unaudited)
<S> <C> <C>
Contract receivables, net $6,816,000 $8,941,000
Cash and cash equivalents 777,000 14,000
Restricted cash 747,000
Vehicles held for resale 146,000 92,000
Due (to) from related party (76,000) 89,000
Deferred note offering costs,
net of amortization of $1,216,000
and $746,000 respectively 613,000 1,083,000
Loan origination costs,
net of amortization of $642,000
and $580,000 respectively 116,000 44,000
Other assets 50,000 5,000
------------ ------------
Total assets $9,189,000 $10,268,000
============ ============
LIABILITIES AND CAPITAL DEFICIT
Notes payable to investors $15,000,000 $15,000,000
Accounts payable 29,000 27,000
Accrued investor interest 188,000 188,000
------------ ------------
Total liabilities 15,217,000 15,215,000
CAPITAL DEFICIT
Common stock, $1.00 par value, 50,000
shares authorized, 1,000 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 9,000 9,000
Accumulated deficit (6,038,000) (4,957,000)
------------ ------------
Total capital deficit (6,028,000) (4,947,000)
------------ ------------
Total liabilities and capital deficit $9,189,000 $10,268,000
============ ============
</TABLE>
See accompanying notes
2
<PAGE> 3
AUTOMOBILE CREDIT FINANCE III, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
June 30, 1995 June 30, 1994
------------- -------------
(restated - Note 4)
<S> <C> <C>
Interest revenue and discount earned (net of loan
origination cost amortization of $62,000 and
$143,000, respectively) $2,107,000 $2,317,000
Interest expense (including deferred offering
cost amortization of $470,000 and $385,000, 2,158,000 2,072,000
respectively) ------------ ------------
Net interest income (loss) (51,000) 245,000
Provision for credit losses 114,000 2,940,000
------------ ------------
Net interest loss after provision for credit losses (165,000) (2,695,000)
General and administrative expenses 916,000 1,052,000
------------ ------------
Net loss $(1,081,000) $(3,747,000)
============ ============
</TABLE>
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
June 30, 1995 June 30, 1994
------------- -------------
(restated - Note 4)
<S> <C> <C>
Interest revenue and discount earned (net of loan
origination cost amortization of $30,000 and $694,000 $740,000
$67,000, respectively)
Interest expense (including deferred offering
cost amortization of $165,000 and $134,000, 728,000 697,000
respectively) ---------- ------------
Net interest income (loss) (34,000) 43,000
Provision for (recovery of) credit losses (50,000) 939,000
---------- ------------
Net interest income (loss) after provision for
credit losses 16,000 (896,000)
General and administrative expenses 287,000 233,000
---------- ------------
Net loss $(271,000) $(1,129,000)
========== ============
</TABLE>
See accompanying notes
3
<PAGE> 4
AUTOMOBILE CREDIT FINANCE III, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
June 30, 1995 June 30, 1994
------------- -------------
(restated - Note 4)
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,081,000) $(3,747,000)
Adjustments to reconcile net loss to cash used in operations:
Amortization of deferred offering cost 470,000 385,000
Amortization of loan origination cost 62,000 143,000
Increase in provision for credit losses 114,000 2,940,000
Changes in assets and liabilities:
Increases (decreases) due to/from related party 165,000 372,000
(Increase) decrease in other assets (45,000) 7,000
Increase in accounts payable and
accrued interest 2,000 16,000
---------- ----------
Cash provided by (used in) operations (313,000) 116,000
INVESTING ACTIVITIES:
Purchase of contract receivables (4,082,000) (8,512,000)
Loan origination costs (134,000) (224,000)
Increase in restricted cash (747,000)
Principal payments on contract receivables,
including proceeds from sales of vehicles 6,039,000 6,773,000
---------- ----------
Cash provided by (used in) investing activities 1,076,000 (1,963,000)
Change in cash and cash equivalents 763,000 (1,847,000)
Cash and cash equivalents - beginning 14,000 1,907,000
---------- ----------
Cash and cash equivalents - ending $777,000 $60,000
========== ==========
---------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION:
Cash paid for interest $1,688,000 $1,687,000
========== ==========
</TABLE>
See accompanying notes
4
<PAGE> 5
AUTOMOBILE CREDIT FINANCE III, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL INFORMATION
Automobile Credit Finance III, Inc. (the Company), is a Texas Corporation
organized on October 30, 1992 by Search Capital Group, Inc. ("Search"), who
owns 100% of the Company's common stock. The Company was established to
purchase retail installment sales contracts created by Search to finance sales
of used automobiles and light trucks.
The information presented herein includes adjustments which the Company
management believes are necessary for fair presentation of its financial
position and results of operations. Substantially all of the disclosures
required for annual financial reports have been omitted. These interim
financial statements and related notes are unaudited, and should be read in
conjunction with the Company's annual report on Form 10-K for the year ended
September 30, 1994.
Search and its wholly owned subsidiaries, Automobile Credit Acceptance
Corporation ("ACAC") and Consumer-Dealer AUTOCREDIT ("CDAC"), are engaged
primarily in the motor vehicle receivable purchasing and servicing business.
ACAC and CDAC have a network of new and used third party vehicle dealers who
generate vehicle receivables and sell them to the Company or other ACAC
designees.
2. AUTOMOBILE CONTRACT NOTES OFFERING
Pursuant to an Indenture dated as of December 1, 1992, with ACAC and Texas
Commerce Trust National Association (the "Trustee") (formerly Ameritrust Texas
National Association), the Company has issued $15,000,000 in 15% Automobile
Contract Notes due April 30, 1996 (the "Notes"). The Notes require monthly
interest payments payable monthly at a rate of 15% per annum. The Company's
public offering of the Notes was completed in July, 1993.
The Indenture requires that all of the Company's excess cash flow after April
30, 1995, must be deposited into a sinking fund held by the trustee for payment
of the Notes. Under the terms of the Indenture, and with approval of the
Trustee in the event of default, the Company would be able to repay the Notes,
in part, through sinking fund cash from collections on outstanding contracts
through April 30, 1996 and sale or collection of the remaining balances on
outstanding contracts at April 30, 1996.
The Company paid its offering and organizational fees and costs out of the
gross sales proceeds from the Notes. These fees and costs of $1,829,000 were
limited to 12.5% of the gross sales proceeds.
It is currently estimated that the Company will have insufficient sinking fund
cash to pay the holders of the Company's Notes in full, due to the collection
performance of contracts owned by the Company and will be in default under the
terms of the Indenture on the maturity date. At June 30, 1995, the Company had
a net contract receivable balance of $6,816,000 and cash of $747,000 in the
sinking fund. See further discussion in Item 2 under management's discussion
of liquidity and capital resources of management's intention to convert the
Company's existing notes payable into common shares and a new class of
preferred shares of Search.
5
<PAGE> 6
3. INTEREST INCOME, CONTRACT RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES
The Company records contract purchases at cost. An initial reserve is recorded
for the difference between the remaining contractual finance amount at the time
of acquisition and the acquisition cost. Contractual finance charges are
initially recorded to unearned interest and recorded to interest income using
the interest method. The Company evaluates the impairment of loans based on
contract delinquency and other factors. Reserves are established for impaired
loans to reduce the net receivable to the lower of collateral value or
estimated net realizable value. Interest income is not recognized on loans
where concern exists about the collectibility of the account. Reserve
requirements in excess of the initial reserve are provided, as needed, through
a charge to provision for credit losses.
The recorded investment and related allowance for credit losses is summarized
below:
<TABLE>
<CAPTION>
As of June 30, 1995
-------------------
Number of Total Net
Active Unpaid Unearned Contract
Contracts Installments Interest Receivables
--------- ------------ -------- -----------
<S> <C> <C> <C> <C>
Impaired contracts 410 $2,580,000 $342,000 $2,238,000
Unimpaired contracts 2,313 10,741,000 1,786,000 8,955,000
----- ---------- ---------- ----------
Total 2,723 $13,321,000 $2,128,000 11,193,000
===== =========== ==========
Allowance for credit losses 4,377,000
----------
Contract receivables, net, after $6,816,000
allowance for credit losses ==========
</TABLE>
<TABLE>
<CAPTION>
As of September 30, 1994
-------------------------
Number of Total Net
Active Unpaid Unearned Contract
Contracts Installments Interest Receivables
--------- ------------ -------- -----------
<S> <C> <C> <C> <C>
Impaired contracts 721 $5,079,000 $800,000 $4,279,000
Unimpaired contracts 2,249 14,213,000 2,877,000 11,336,000
----- ----------- ---------- ----------
Total 2,970 $19,292,000 $3,677,000 15,615,000
===== =========== ==========
Allowance for credit losses 6,674,000
----------
Contract receivables, net, after $8,941,000
allowance for credit losses ==========
</TABLE>
6
<PAGE> 7
At June 30, 1995, maturities of existing contract receivables and projected
interest income on existing receivables were as follows:
<TABLE>
<CAPTION>
12 Months Ending June 30,
-------------------------
1996 1997 1998 Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Future payments
receivable $8,979,000 $3,956,000 $387,000 $13,322,000
Less unearned
interest income (1,690,000) (422,000) (17,000) (2,129,000)
----------- ---------- -------- -----------
$7,289,000 $3,534,000 $370,000 $11,193,000
=========== ========== ======== ===========
</TABLE>
The above contract maturity amounts should not be regarded as a forecast of
cash collections. The Company is anticipating repossession rates of 45% to 55%
over the life of the loan portfolio. Management anticipates that many of the
contracts will be liquidated through repossession proceeds before contract
maturity. Also, a portion of the loan portfolio could be prepaid before or
extended past the contract maturity date.
The change in the allowance for doubtful collections is summarized as follows:
<TABLE>
<S> <C>
Balance, at September 30, 1994 $6,674,000
Allowance recorded upon acquisition of loans 1,751,000
Increase in allowance for credit losses 114,000
Loans charged off against allowance (4,162,000)
-----------
Balance, at June 30, 1995 $4,377,000
===========
</TABLE>
In the fourth quarter 1994, the Company adopted SFAS 114 and SFAS 118 and has
accordingly restated the earlier 1994 quarters (see Note 4).
Most of the Company's contract receivables are due from individuals in the
major metropolitan areas of Texas and other southern states. To some extent,
realization of the receivables will be dependent on local economic conditions.
The Company holds vehicle titles as collateral for all contract receivables
until such receivables are paid in full. The contract receivables are pledged
as collateral for the Company's Notes.
7
<PAGE> 8
4. ADJUSTMENT TO THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1994
In the fourth quarter of 1994, the Company elected early adoption of SFAS 114
and SFAS 118 ("SFAS 114"). This adoption results in the restatement of all
prior interim periods of fiscal 1994 and affects this interest income and loss
provision amounts on the three month and nine months periods ending June 30,
1994. The accompanying financial statements have been restated to reflect
these items. The effect of the restatement on the results of operations for
the three months and nine months ended June 30, 1994 is as follows:
<TABLE>
<CAPTION>
Nine months Three months Nine Months Three months
ended ended ended ended
6/30/94 6/30/94 6/30/94 6/30/94
amount amount per share per share
------ ------ --------- ---------
<S> <C> <C> <C> <C>
Income (loss) attributable to common
shareholders:
As previously reported $292,000 $(148,000) $292 $(148)
Effect on interest revenue of adopting
SFAS 114 (1,099,000) (42,000) (1,099) (42)
Effect on net loss provision of adopting
SFAS 114 (2,940,000) (939,000) (2,940) (939)
------------ ------------ -------- --------
Loss as restated $(3,747,000) $(1,129,000) $(3,747) $(1,129)
============ ============ ======== ========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company is an industry specific financial services company specializing in
the purchase, management, and securitization of used motor vehicle receivables.
These receivables are secured by medium-priced, used automobiles and light
trucks which typically have been purchased by consumers with substandard credit
histories at retail prices ranging from $5,000 to $10,000. The Company
purchased these receivables from a network of unaffiliated new and used
automobile dealers (the "Dealer Network") at discounts ranging generally from
40% to 55% of total unpaid installments, which installments include both
principal and interest. The members of the Dealer Network generate the
receivables and offer them for sale on a non-exclusive basis to the Company.
Members forego some future profit on each receivable sold to the Company in
exchange for an immediate return of their invested capital.
8
<PAGE> 9
RESULTS OF OPERATIONS
Contract Purchases
Operational results are primarily driven by the Company's contract purchases.
The Company's contract purchases by quarter were:
<TABLE>
<CAPTION>
Fiscal Fiscal
Quarter Year Quantity Cost
------- ---- -------- ----
<S> <C> <C> <C>
Q1 1993 510 2,144,000
Q2 1993 760 3,090,000
Q3* 1993 1,553 7,060,000
Q1 1994 820 3,850,000
Q2 1994 508 2,546,000
Q3 1994 413 2,116,000
Q4 1994 379 1,910,000
Q1 1995 225 1,022,000
Q2 1995 422 1,913,000
Q3 1995 477 1,147,000
----- -----------
Total 6,067 $26,798,000
===== ===========
</TABLE>
* Effective September 30, 1993, the Company changed its fiscal reporting year
end to September 30.
Comparison of Nine Month Periods Ended June 30, 1995 and 1994
The Company purchased 1,124 contracts during the nine months ended June 30,
1995, as compared to 1,741 contracts during the nine months ended June 30,
1994. The cost of the contracts including Company loan origination costs was
$4,216,000 ($3,751 per contract) for the nine months ended June 30, 1995,
compared to a cost of $8,736,000 ($5,017 per contract) for the nine months
ended June 30, 1994.
For the nine months ended June 30, 1995, the Company had interest revenue of
$2,107,000, compared to $2,317,000 for the nine months ended June 30, 1994.
Interest revenue decreased due to a decrease in net contract receivables.
For the nine months ended June 30, 1995, the Company had interest expense of
$2,158,000, compared to $2,072,000 for the nine months ended June 30, 1994.
The increase in interest expense is due to increased amortization of deferred
offering costs.
The provision for credit losses for the six months ended June 30, 1995, was
$114,000 compared to $2,940,000 for the six months ended June 30, 1994. The
decrease in provision for credit losses is due to improvement in contract
performance.
General and administrative expenses decreased from $1,052,000 for the nine
months ended June 30, 1994, to $916,000 for the nine months ended June 30,
1995. General and administrative expenses consist primarily of repossession,
vehicle repair, maintenance expenses, servicing fees, bank, accounting, and
attorney and trustee fees. Servicing fees are paid to ACAC monthly at the
current rate of $22.30 for each receivable that is not in default. General and
administrative expenses decreased due to lower contract receivables and lower
repossessions.
Comparison of Three Month Periods Ended June 30, 1995 and 1994
For the three months ended June 30, 1995, the Company had interest revenue of
$694,000, compared to $740,000 for the three months ended June 30, 1994.
Interest revenue decreased due to a decrease in contract receivables.
For the three months ended June 30, 1995, the Company had interest expense of
$728,000 compared to $697,000 for the three months ended June 30, 1994. The
increase in interest expense is due to amortization of deferred offering costs.
9
<PAGE> 10
Recovery of provision for credit losses of $50,000 in the three months ended
June 30, 1995, was caused by improvement in contract performance.
General and Administrative expenses increased from $233,000 for the three
months ended June 30, 1994 to $287,000 for the three months ended June 30,
1995. The increase in general and administrative expenses is due to additional
repossessions that occurred during the three month period ended June 30, 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company reached minimum subscription amount and began purchasing contract
receivables in February 1993. The Company had completed raising the total
subscription amount of $15,000,000 by July 1993, and the Company completed its
initial investment of net proceeds of $13,171,000 during the fourth quarter of
calendar year 1993. By applying note proceeds, surplus cash collections, and
repossession proceeds, the Company has purchased a total of $26,798,000 in
contract receivables.
The Company's liquidity is a function of, among other things, cash flow from
receivables owned by the Company and Company expenditures.
Based on the collection performance of contracts owned by the Company, it is
currently estimated that the Company will have insufficient sinking fund cash
to pay the holders of the Company's Notes in full at maturity on April 30,
1996. While the sale or collection of remaining receivables after maturity may
reduce the shortfall, there can be no assurance that the Company will be able
to obtain a buyer for the receivables and it is unlikely that the proceeds from
sale or collection will be sufficient to pay the Noteholders in full.
The Company's projected insufficient cash balance at the maturity date of the
Notes payable on April 30, 1996, will constitute a default at maturity date
under its indenture agreement with Texas Commerce Bank National Association
("Trustee"). With the occurrence of a default, the Trustee has the option to
sell the Company's assets, to institute judicial proceedings to force complete
or partial foreclosure of the Company, and to take any other appropriate
actions to protect and enforce the rights and remedies of the Trustee and, the
Company's Noteholders. At the time of default, the collections from assets and
sale proceeds of repossessed vehicles will be applied to the remaining balance
due Noteholders after Trustee fees and expenses. Trustee expenses can include
servicing, banking, legal, accounting, repossession, repair, liquidation and
taxation expenditures.
The sinking fund began on May 1, 1995, and the cash provided by operations and
principal payments on contract receivables is being deposited into a sinking
fund trust account and no additional contracts are being purchased. The funds
in the sinking fund will be invested until maturity at money market fund rates.
In 1992, the Company joined in a pre-existing tax benefits sharing agreement
with Search. Under the terms of this agreement, the Company is required to
reimburse Search for any income tax payments made by Search on the Company's
behalf and to reimburse Search for the accruing to the Company from any tax
losses or credits of Search that are used to offset the taxable income of the
Company. Search is required to reimburse the Company for benefits accruing to
the other participants in the sharing agreement from any tax losses or credits
of the Company that are used to offset tax payments of the other participants.
Proceeds from the Company's receivables are restricted to repayment of the
Notes, the payment of interest, and the payment of certain allowed expenses,
including servicing fees. The Notes require interest payments only until
maturity.
Until maturity the difference between collections and interest due each month
is first applied to allowed expenses of the Company (primarily repossession,
repair and maintenance expenses, servicing, investor relations expenses, bank,
accounting, attorney and trustee fees, and income taxes). Servicing and
investor relations expenses are an allowed expense of the Company and are paid
to ACAC.
Management is currently pursuing a plan to convert the existing notes payable
into common and preferred shares of Search. It is anticipated that both the
common and the preferred shares will be fully tradable securities and that the
preferred shares will pay quarterly dividends at 9% per annum. The plan would
necessitate that the Company file under Chapter 11 of the United States
Bankruptcy code. An ad hoc noteholder committee has been formed to determine
the terms of the conversion plan with the Company. During the period from the
filing of the Chapter 11 petition until the plan is approved by the noteholders
and the Bankruptcy court has issued a final order of confirmation of a
10
<PAGE> 11
reorganization plan, the company intends to continue to use Search to service
the Company's receivables until either all of the remaining receivables are
collected and any repossessed vehicles are sold or until the conversion plan is
consummated. If the plan of reorganization is not approved by the Bankruptcy
Court, the Company may have to seek another company to service the Company's
receivables since Search has indicated that, in the absence of the conversion
of the notes payable into Search common and preferred shares, it may not have
sufficient resources to continue servicing the Company's receivables.
Neither Search nor any subsidiary or affiliate of Search has guaranteed
repayment of the Company's Notes or has any current or future obligation to
support the Company. Except for the sale and collection of the Company's
receivables, the Company does not anticipate that it will have any other source
of capital to satisfy the Notes.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUTOMOBILE CREDIT FINANCE III, INC.
DATE: August 4, 1995 BY: /s/ Lucian D. Vandergrift, III
-------------------------------
Lucian D. Vandergrift, III
Reporting Officer
DATE: August 4, 1995 BY: /s/ Robert D. Idzi
-------------------------------
Robert D. Idzi
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
12
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000894373
<NAME> AUTOMOBILE CREDIT FINANCE III
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,524,000
<SECURITIES> 0
<RECEIVABLES> 6,816,000
<ALLOWANCES> 0
<INVENTORY> 146,000
<CURRENT-ASSETS> 703,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,189,000
<CURRENT-LIABILITIES> 15,217,000
<BONDS> 0
<COMMON> 1,000
0
0
<OTHER-SE> (6,029,000)
<TOTAL-LIABILITY-AND-EQUITY> 9,189,000
<SALES> 0
<TOTAL-REVENUES> 2,107,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 916,000
<LOSS-PROVISION> 114,000
<INTEREST-EXPENSE> 2,158,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,081,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
