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FORM 10-K
United States Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended June 30, 1999
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: 0-26412
UNION ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1908796
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
250 N. Shadeland Avenue, Indianapolis, IN 46219
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 317-231-6400
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act: Class A Common
Stock, without par value
Indicate by check mark whether 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 filing requirements
for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405,
Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
The aggregate market value of the 4,653,386 shares of the issuer's Class A
Common Stock held by non-affiliates, as of September 10, 1999, was $34,318,722.
There is no trading market for the issuer's Class B Common Stock.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
The number of shares of Class A Common Stock of the Registrant, without par
value, outstanding as of September 10, 1999, was 5,101,616 shares. The number of
shares of Class B Common Stock of the Registrant, without par value, as of such
date was 8,150,266.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 1999 Annual Meeting of Shareholders are
incorporated into Part III.
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<PAGE>
UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
FORM 10-K
INDEX
PART I Page
Item 1. Business................................................... 3
Item 2. Properties................................................. 18
Item 3. Legal Proceedings.......................................... 18
Item 4. Submission of Matters to a Vote of Security Holders........ 18
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters................................. 19
Item 6. Selected Consolidated Financial Data........................ 20
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 21
Item 7a. Quantitative and Qualitative Disclosures.................... 38
Item 8. Financial Statements and Supplementary Data................. 40
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure...................... 61
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 61
Item 11. Executive Compensation...................................... 61
Item 12. Security Ownership of Certain Beneficial
Owners and Management....................................... 61
Item 13. Certain Relationships and Related Transactions.............. 61
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K......................................... 61
SIGNATURES ............................................................ 62
<PAGE>
PART I
Item 1. Business
Note: Certain capitalized terms used but not otherwise defined in this
report are defined in the "Glossary" set forth at the conclusion of "Item I,
Business." Unless otherwise indicated, references to the "Company" through
fiscal 1995 and before the Spin-off refer to the conduct of the business by the
Union Division and Union Acceptance Corporation ("UAC") and Subsidiaries as a
combined business. References to the "Company" following consummation of the
Spin-off by Union Federal Savings Bank of Indianapolis of the Company refer to
UAC and Subsidiaries.
Overview
The Company is a specialized finance company engaged in acquiring and
servicing automobile retail installment sales contracts and installment loan
agreements. The retail installment contracts are originated by dealerships
affiliated with major domestic and foreign manufacturers and the loan agreements
are originated by the Company as a result of referrals by the dealerships. The
Company focuses its efforts on acquiring receivables on late model used and, to
a lesser extent, new automobiles made to purchasers who exhibit a favorable
credit profile ("Tier I"). The Company currently acquires receivables in 35
states from or through referrals by approximately 4,100 manufacturer-franchised
auto dealerships. Effective January 1, 1999, the Company discontinued the
acquisition of Tier II quality receivables ("Tier II"), which were receivables
from customers with adequate credit quality who would not qualify as a Tier I
receivable. The Company acquired marine receivables from June 1996 to March
1998. Tier II receivable acquisitions accounted for 0.9% of total receivable
acquisitions during fiscal 1999. The Company made a strategic decision to
terminate the acquisitions of marine receivables in fiscal 1998 and Tier II
receivables in fiscal 1999 to focus on the higher credit quality and more
profitable Tier I auto receivables.
The Company was incorporated in Indiana in December 1993, as a
subsidiary of Union Federal Savings Bank of Indianapolis ("Union Federal"),
which is a federally-chartered savings bank. Union Federal entered the indirect
automobile finance business in 1986. On August 7, 1995, the Spin-off of the
Company by Union Federal was consummated concurrently with the Company's initial
public offering of 4,000,000 shares of its Class A Common Stock.
The Company's headquarters are located at 250 North Shadeland Avenue,
Indianapolis, Indiana, 46219, and the telephone number is (317) 231-6400. See
"Item 2, Properties."
Market and Competition
Based on the Company's knowledge and research with respect to the
automobile and finance industry, retail new and used automobile sales in the
United States during calendar 1998 were approximately $602.8 billion. Of this
amount, approximately $399.8 billion was believed to be financed at
manufacturer-franchised dealerships, and approximately $272.8 billion was
believed to be of the credit type that the Company would consider acquiring. The
Company's total receivable acquisitions of $1.5 billion for fiscal 1999 were
less than 1.0% of this market.
Competition in the field of financing retail automobile sales is
intense. The auto 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. Providers of
retail automobile financing have traditionally competed on the basis of interest
rates charged, the quality of credit accepted, the flexibility of contract terms
offered and the quality of service provided to the dealers and customers. In
seeking to establish itself as one of the principal financing sources at the
dealerships it serves, the Company competes predominantly on the basis of
<PAGE>
providing a high level of dealer service (including evening and weekend hours
and quick application response time), accepting flexible contract terms, and
developing strong relationships with dealerships. While the Company seeks to
accept or offer rates that are competitive in each of its geographic markets,
the Company does not currently seek to compete by accepting or offering the
lowest rates or by accepting lower quality credit.
The Company's competition varies among its geographic markets. In the
Tier I market segment, the Company has experienced its most intense competition
in the Midwest and the West Coast. The Company's primary competitors for Tier I
receivables are regional banks and the captive finance affiliates of major
automotive manufacturers.
The Company experiences minor seasonal fluctuations in the winter
months. Retail automobile sales can vary during this time due to weather and/or
increased holiday expenses. Additionally, the Company generally expects small
increases in delinquency and net credit losses during these months before
stabilizing in the spring.
Dealer Marketing and Service
The Company has entered into dealer agreements with approximately 4,100
retail automobile dealers in 35 states. The Company's objective is to enter into
dealer agreements with a broad spectrum of large domestic and foreign automotive
manufacturer-franchised dealerships in targeted major metropolitan areas. The
Company believes that manufacturer-franchised dealerships are most likely to
provide the Company with receivables that meet the Company's underwriting
standards. No individual dealer nor group of affiliated dealers accounted for
more than 2.1% of the Company's receivable purchases or originations during the
fiscal year ended June 30, 1999.
The Company has made organizational changes that have resulted in
increased receivable acquisitions and better quality dealer service. Beginning
in fiscal 1999, the Company divided its credit analysts into five focus areas
including dealer development, core dealers, dealer expansion, West Coast, and
nights and weekends. The dealer development area focuses on re-establishing
relationships with dealers who did little or no business with the Company, the
core dealer area focuses on the Company's existing dealers who consistently use
the Company and the dealer expansion area works with new markets. Goals based on
acquisition volume, applications, active dealers and dealers cashing multiple
contracts are set for each focus area. The credit analysts in these areas are
involved in the goal setting process which creates accountability in achieving
these goals.
The Company's ability to acquire Tier I receivables depends to a large
extent on its ability to establish and maintain relationships with dealerships
and to induce finance managers to offer customer applications to the Company.
The Company's marketing and receivable acquisition staff emphasizes dealer
service and conveniently accommodating dealers' needs for customer financing.
The Company believes its receivable acquisition operations are structured to be
more responsive to these needs than the operations of its competitors.
The Company believes that by expanding application processing times
during the evenings and weekends and by employing a lower analyst to account
ratio, it is more likely to be the first financing source to indicate credit
approval and therefore is more likely to acquire the receivable. With that in
mind, the Company has developed the capacity to process a large volume of
applications rapidly. The Company's average response time to applications during
fiscal 1999 was under one hour. Although the Company's receivable acquisition
process is highly automated, the Company maintains a strong commitment to
personalized dealer service. Sales representatives and credit analysts are in
frequent contact with dealership personnel. Management believes that this
personal contact and follow-through on the part of the Company's employees
builds strong relations and maximizes receivable acquisition volume from
individual dealerships. The Company's Credit Scoring models and centralized
purchasing assure dealers that the Company applies consistent purchasing
standards and is a reliable financing source. The Company's flexibility in
offering longer contract terms to qualified customers enhances the dealers'
ability to offer desired financing terms to customers.
The Company has regional or field sales representatives who give the
Company a presence in local markets. Company sales representatives generally
have auto dealer finance or sales backgrounds and are generally recruited from
<PAGE>
within the geographic markets they serve. The Company believes this helps to
establish rapport and credibility with dealership personnel. The sales
representatives are in frequent contact with the Company's dealers and are
available to receive and respond to comments and complaints and to explain new
programs and forms. Additionally, the Company created a department that
specifically handles dealer customer service issues in order to allow the
outside sales representatives and the credit analysts to focus strictly on
marketing and acquiring receivables. However, the sales representatives have no
authority to approve credit applications.
When approaching a new dealer, the Company sales representatives
explain the Company's program and describe the ways the dealer can expect more
timely and reliable service from the Company than that provided by other
financing sources. Dealers who decide to establish a relationship with the
Company are provided with a dealer agreement and supplied with copies of the
Company's forms for all receivable documentation. The dealer agreement provides
the standard terms upon which the Company purchases receivables from dealers,
contains representations and warranties of the dealer and prescribes the
calculation of the Dealer Premium. Also, most dealer agreements include
provisions for Automated Clearing House ("ACH") fund transfers. ACH agreements
provide for the electronic transfer of funds to individual dealer accounts for
the purchase amount of receivables originated by the dealers and purchased by
the Company or fund the loans made by the Company. The Company is encouraging
the use of ACH payments as opposed to drafts (which authorized dealer personnel
submit for payment of the amount of each purchase) with all of its dealers and
is making attempts to convert dealers using drafts to the ACH program.
Approximately 89% of the number of receivables acquired in fiscal 1999 were paid
by ACH payments. The Company's representatives assist dealer personnel in the
proper completion and use of the Company's documentation.
Receivable Origination and Purchasing
Retail automobile buyers are customarily directed to a dealer's finance
and insurance department to finalize their purchase agreements and to review
potential financing sources and rates available from the dealer. If the customer
elects to pursue financing at the dealership, an application is taken for
submission to the dealer's financing sources. Typically, a dealer submits the
purchaser's application to more than one financing source for review. The
dealership finance manager decides which source will ultimately finance the
automobile purchase based upon the rates being offered, the Dealer Premium, the
terms for approval and other factors (such as incentives offered by the acquirer
of the receivable). The Company believes that its rapid response to an
application coupled with its commitment to dealer service and flexibility in
terms enhances the likelihood that the dealership will direct the receivable to
the Company, even though the Company may not offer the lowest rate available.
See "Item 1. Business -- Market and Competition."
Generally on a monthly basis, the Company quotes rates at which it will
buy receivables from dealers or originate loans (the "Buy Rate"). Buy Rates are
based on several factors including the age of the car and the term of the
receivable. The Company sets rates generally with a view to maintaining a
predetermined spread above the relevant treasury security based on the weighted
average expected life of the receivables being acquired. The Company publishes
different Buy Rates in different geographic markets depending on its assessment
of competitive conditions. See "Item 7. Management's Discussion and Analysis of
Results of Operations and Financial Condition."
Centralization of receivable acquisitions at the Company's Indianapolis
headquarters enables the Company to assure uniform application of underwriting
criteria. It also enables the Company to respond very rapidly to a large volume
of applications with a high level of efficiency. Upon receiving applications by
facsimile transmission, certain data is entered into the Company's computer
system, and the application is assigned to a credit analyst. The Company's
computer system obtains a credit bureau report, applies the Credit Scoring model
and generates summary credit analysis for the credit analyst. In April 1998, the
Company automated the calculation of its income and debt ratios and incorporated
these automated calculations as well as credit score into a quality control
underwriting screen. The Company evaluates applications based on four key income
or debt to income ratios as well as credit score and judgment of the credit
analyst. Approval authority and advance amounts are determined by the
combination of the five key underwriting criteria. The credit analyst analyzes
the application data, the quality control data, and the credit bureau report and
sends a response by facsimile transmission to the dealer.
<PAGE>
Approximately 74% of the Company's origination department, including
sales and credit employees, have prior business experience with auto
dealerships, many as dealership finance managers. The Company believes this
common experience tends to strengthen their relationships with dealers and
enhances dealers' respect for their credit decisions. The Company also
frequently arranges for its credit analysts to visit dealers and their finance
managers, both to develop dealer rapport and to maintain awareness of local
economic trends.
The Company utilizes a computerized Credit Scoring system to evaluate
an applicant's credit profile. The Company continually evaluates its scoring
methodologies and makes adjustments based on its experience. In July 1996, the
Company implemented an upgraded version of its customized Credit Scoring model
developed by an independent firm. In February 1997, the Company analyzed seven
months of originations and compared the predictive ability of actual loss
experience between the customized Credit Scoring model and a new scorecard
model. In March 1997, the Company implemented the new scorecard model as it
appeared to be more predictive in rank-ordering risk than the customized Credit
Scoring model. While the Company is pleased with the performance of the existing
scorecard, the Company has been developing a new customized scorecard. Due to an
extended validation process, the Company is currently in the testing phase with
implementation to follow.
The Company's purchasing philosophy generally focuses on acquiring high
quality credit at profitable spreads. The quality of the Company's receivable
acquisitions is due in large part to the experience, training and judgment of
the credit analysts. Based on underwriting guidelines, credit analysts must
review each of the five criteria, mentioned above, in the approval process. An
application that does not meet the minimum underwriting guidelines for any of
the five underwriting criteria requires the approval of a Regional Credit
Manager. Credit analysts may approve applications that meet all of these
guidelines with limits on advance amounts based on the combination of the five
criteria. Regardless of the key underwriting ratios, the application
characteristics and credit history must support the credit decision. The prior
auto dealership business experience of a majority of the Company's credit
employees is valuable, not only in assuring sound credit analysis, but also in
protecting the Company from attempts by dealers or their customers to obtain
approval of unacceptable credit. Management monitors and regularly audits credit
analysts' decisions, and during fiscal 1998, the Company created a quality
control department that primarily focuses on reviewing acquisition decisions.
Of the Tier I receivable applications received from dealerships for the
year ended June 30, 1999, the Company approved approximately 20.8%
unconditionally and approximately 15.7% with conditions. Of the approved
receivables, approximately 67.9% were ultimately acquired. During fiscal 1999,
the Company acquired approximately $1.4 billion in Tier I receivables.
If the Company approves a receivable and is selected to provide the
financing, the automobile buyer enters into a simple-interest retail installment
sales contract with the dealer or a simple-interest installment loan and
security interest contract with the Company. The Company also acquires some
precomputed interest installment sale contracts in California. The retail sales
contract includes an assignment of the contract to the Company. In Ohio, because
of business considerations and regulatory limitations, the Company enters into a
direct loan contract directly with the customer. In connection with the
receivable acquisition and the preparation of Company forms, in certain states,
where allowed, the Company charges the customer an origination fee. Dealerships
in some geographic markets use a standard form of contract that is accepted by
most sales finance companies (as opposed to the Company's contract form). Most
of these generic forms do not include provisions for origination fees. The use
of generic contract forms became more prevalent during fiscal 1997 and continues
to increase as the Company enters new geographic markets where the use of
generic contracts is prevalent. For dealers that participate in the ACH program,
ACH payments are made only after all receivable documentation has been received
and the receivable has been recorded on the Company's system. The use of ACH
payments greatly reduces the Company's risk of fraudulent draft use and also
<PAGE>
presents a cash flow benefit as the receivables are not funded until they are
booked by the Company. For non-ACH dealers, when the dealer has completed and
mailed the documents and taken actions required to perfect the security interest
on the vehicle, authorized dealer personnel may complete and remit a
Company-supplied draft for payment of the amount financed. Because the Company
provides forms of drafts to dealers in advance of particular receivable
acquisitions, it assumes the risk that such drafts may be used fraudulently,
with corresponding loss to the Company. Historically, the Company has not
sustained any material losses due to such uses but there is no assurance that
such losses will not occur. The Company utilized dealer drafts on its Tier II
quality receivables from the time the Tier I and Tier II origination departments
were combined, in the third quarter of fiscal 1998, until the Company
discontinued the acquisition of Tier II receivables on January 1, 1999.
Previously, the Company did not utilize dealer drafts in acquiring Tier II
receivables.
Dealers quote contract interest rates to customers at an average of
approximately 1.00% - 1.50% over the Buy Rate. This difference, in most states,
represents compensation to the dealership in the form of a Dealer Premium paid
by the Company in addition to the amount financed. See "Glossary." The Dealer
Premium is paid to the dealer each month for all receivables acquired from the
dealer during the preceding month.
The Company has two Dealer Premium programs. Under the Company's
original plan, which applied to approximately 40% of the receivable acquisitions
in 1999, the dealer, in most instances, receives the entire benefit of the
spread between the interest rate charged to the customer and the Buy Rate.
However, if the receivable is prepaid or defaults at any time prior to its
scheduled maturity date, the amount of the premium is prorated, and the portion
allocated to the remaining scheduled term is reimbursable to the Company as an
offset against the premiums to be paid with respect to subsequent receivables
through the dealer's reserve account. If the balance in the dealer reserve
account is insufficient to cover the charge-back, the Company bills the dealer.
Under the Company's other Dealer Premium program, the dealer receives only a
portion of the benefit of the spread between the interest rate charged to the
customer and the Buy Rate, with an offset against the dealer only if the
receivable is prepaid or defaults within a limited period of time regardless of
the length of the term. In Ohio, because the Company enters into installment
loan contracts directly with dealers' customers, it generally pays the dealer a
referral fee based on a percentage of the note amount. From time to time the
Company may adjust its Dealer Premium payment methods based on management's
assessment of the market. The Company did not pay a Dealer Premium to dealers
for Tier II receivables. See "Item 7. Management's Discussion and Analysis of
Results of Operations and Financial Condition -- Liquidity and Capital
Resources."
<PAGE>
Geographic Concentration
The following table sets forth certain information concerning the
states in which the Company is operating its Tier I business:
<TABLE>
<CAPTION>
Receivables Acquired for the
Twelve Months Ended At June 30,1999
Date Re-entry June 30, Servicing Number of Number Of
State Established Date 1999 1998 1997 Portfolio Metro Areas Dealers
----- ----------- ---- ---- ---- ---- ------------- ----------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Indiana Jan-86 $ 46,675 $ 25,464 $ 40,858 $ 82,076 1 186
Ohio Apr-88 72,221 52,699 69,928 139,222 3 254
Kentucky Jan-90 Oct-96 10,980 7,383 4,701 15,394 2 37
Arizona Jun-91 53,862 27,231 40,452 92,016 1 95
Colorado Dec-91 27,323 18,712 17,861 44,548 1 103
Kansas Jan-92 16,663 10,249 8,591 24,930 1 42
Missouri Jan-92 32,804 18,986 25,034 52,395 1 106
Texas Jun-92 169,094 115,143 140,576 325,967 5 342
Minnesota Aug-92 Apr-97 28,058 13,325 1,167 30,567 1 90
Utah Sep-92 Jun-97 10,762 7,121 - 12,253 1 54
Oklahoma Oct-92 44,673 33,682 50,459 90,963 1 71
Florida Apr-93 101,235 76,883 81,815 179,887 5 259
North Carolina Jul-93 160,680 85,515 105,920 267,515 3 253
Georgia Apr-94 66,444 36,244 28,610 99,777 2 122
Virginia May-94 67,820 63,110 70,134 137,818 3 195
South Carolina Jul-94 54,035 35,711 35,353 84,707 3 106
Iowa Aug-94 41,030 23,939 23,672 57,879 2 108
Illinois Sep-94 109,557 69,599 78,508 182,122 2 281
California Nov-94 114,843 111,501 134,702 237,351 5 532
Nebraska Nov-94 9,219 4,210 2,528 11,385 1 28
New Mexico Dec-94 4,500 3,383 9,058 11,597 1 28
Wisconsin Apr-95 24,472 9,866 14,316 34,401 2 96
Oregon Jun-95 5,188 2,331 5,116 8,247 1 33
Washington Jun-95 8,530 7,062 9,257 15,113 1 58
Maryland Nov-95 19,701 20,279 25,699 39,446 2 94
Tennessee Feb-96 47,822 26,898 21,770 66,685 5 99
Michigan May-96 34,504 24,460 23,181 54,251 1 116
Pennsylvania May-96 14,076 7,712 4,606 18,978 2 99
Nevada Jan-97 7,687 3,757 2,192 9,530 1 37
Idaho Sep-97 2,759 1,013 - 2,913 0 19
Massachusetts Jun-98 33,681 990 - 30,978 1 83
South Dakota Jun-98 593 267 - 631 0 7
New Jersey Apr-99 1,581 1,575 1 13
Delaware May-99 866 843 0 15
Connecticut Jun-99 423 411 1 15
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TOTAL $1,444,361 $944,725 $1,076,064 $2,464,371 63 4,076
==============================================================================
</TABLE>
* Boise, Idaho is considered part of the Salt Lake City, Utah
metropolitan area
** Sioux Falls, South Dakota is considered part of the Omaha, Nebraska
metropolitan area.
*** Delaware is considered part of the Philadelphia, Pennsylvania
metropolitan area.
The Company intends to continue its strategy of expanding into new
geographic markets. In considering potential markets for expansion, the Company
carefully reviews the regulatory and competitive environment and economic and
demographic factors, such as the number of auto registrations and dealerships in
the metropolitan area.
Because the Company is highly centralized, the incremental cost of
entering new geographic markets is relatively low, and the Company can enter new
markets quite rapidly. Alternatively, the Company's centralized operations give
it the ability to vacate a market quickly and without great expense if
<PAGE>
competitive or other factors arise in the market that make it no longer suitable
for the Company's operations. The Company's level of receivable acquisitions in
particular metropolitan areas may fluctuate significantly over time depending on
competitive conditions and other factors in those areas.
Receivable Processing and Customer Service
When a receivable is submitted under the ACH program, the original
receivable documents are received by the Company and processed into the
Company's servicing system. Once the receivable is processed, the Company's
computer system triggers an ACH payment to the dealer. If the dealer is using a
draft, the Company will receive the original receivable documents and the
dealer's draft (after deposit through the dealer's bank) at which time the
receivables are processed onto the Company's servicing system. The Company's
operations computer network interfaces with its receivable approval system to
retrieve the information entered when the customer's application was received,
saving time on data entry with respect to receivable processing. The system
transmits new receivables daily to the Company's outside data processing
servicer. Twice a week, this servicer sends data on all new accounts to the
Company's document service agency which generates payment coupon books and sends
them directly to the customer. Customer payments are sent directly to a lockbox.
The Company has a separate remote outsourcing agreement with a data
processing servicer. Under the agreement, the data processing service conducts a
wide array of applications in both batch and on-line modes, and it provides
interfacing with a number of Company developed systems. The service also
provides off-site data storage at its data centers. The Company provides much of
the hardware to facilitate the on-line transmission of data which is routed
through different data centers to provide redundancy in the event of a power
failure. See - "Year 2000 Compliance."
The Customer Service Department utilizes an automated voice response
unit ("VRU") which allows customers to access standard account information as
well as general information 24 hours a day, seven days a week. The VRU received
an average of 87,000 calls per month in fiscal 1999, up from 70,000 calls per
month in fiscal 1998. The increase in the number of calls is due to an increased
servicing portfolio. Approximately 33% of the total calls are handled entirely
by the VRU; the other 67% are transferred to live collection employees. The
percentage of calls handled by the VRU decreased over last year, however, based
on the increased servicing portfolio, the number of calls handled by the VRU
were approximately the same. The VRU provides many efficiencies for the Company
and is user-friendly and convenient for customers. The Company has implemented a
new, enhanced VRU that is capable of handling a larger call volume and also
offers additional menu options for the customers. The Collection Department
plans to use this system which should in turn improve the efficiency of the
department. See - "Year 2000 Compliance."
Receivable Servicing and Servicing Portfolio
The Company has borrowing arrangements with an independent financial
institution for a $500.0 million Revolving Warehouse Credit Facility ("Credit
Facility") that is insured by a surety bond provider to fund Tier I receivable
acquisitions for a term of one year. The Company also used the Credit Facility
for Tier II receivable acquisitions until the Company stopped acquiring Tier II
receivables. Under the terms of its Credit Facility and securitization
transactions, the Company acts as servicer with respect to the related
automobile receivables. During fiscal 1999, Tier I and Tier II receivable
acquisitions were funded utilizing a Credit Facility through Union Acceptance
Funding Corporation ("UAFC"), a wholly-owned Company subsidiary. The Company
receives monthly servicing fees; the contractual fee, typically one percent per
annum on the outstanding principal balance of the securitized receivables, is
paid to the Company through the securitized trusts. The Company services the
receivable pools by collecting payments due from customers and remitting
payments to the pool trustee in accordance with the terms of the servicing
agreements. The Company maintains computerized records with respect to each
receivable to record all receipts and disbursements and prepares related
reports. As servicer, the Company is obligated to monitor collections and
collect delinquent accounts and use diligence to obtain current payment of
accounts.
<PAGE>
The following tables describe the composition of the Company's Tier I
servicing portfolio at June 30, 1999:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Percent of Weighted
Aggregate Aggregate Aggregate Average Average Weighted
Number of Principal Principal Receivable Remaining Average
Receivables Balance Balance Balance Term (1) Rate
------------ ----------- ----------- ----------- ---------- ---------
(Dollars in thousands, except average balances)
<S> <C> <C> <C> <C> <C> <C>
New auto / van 41,244 $ 630,168 25.6% $ 15,279 62.0 12.26%
Used auto / van 172,502 $1,834,203 74.4% $ 10,633 55.5 13.36%
------- ---------- -----
Total 213,746 $2,464,371 100.0% $ 11,529 57.2 13.08%
======= ========== =====
Receivables held for sale 18,925 $ 260,857 10.6% $ 13,784 69.7 13.18%
Other receivables serviced(2) 194,821 $2,203,514 89.4% $ 11,310 55.7 13.07%
------- ---------- -----
Total 213,746 $2,464,371 100.0% $ 11,529 57.2 13.08%
======= ========== =====
</TABLE>
- --------------------------------------------------------------------------------
(1) Terms are shown in months.
(2) Amounts include, Tier I fixed rate auto receivables securitized under
trusts as well as a small portfolio of prime fixed rate auto receivables
serviced under agreements with Union Federal (approximately $4,000)
- --------------------------------------------------------------------------------
In addition to servicing securitized receivables, the Company also
services a portfolio of Union Federal fixed and variable rate receivables on
mobile homes, boats and autos, of approximately $816,000 at June 30, 1999.
At June 30, 1999, the Tier I servicing portfolio, including the
principal balance of auto receivables held for sale and securitized auto
receivables, was approximately $2.5 billion in aggregate principal balance.
Approximately 74.4% of the Tier I servicing portfolio, as of June 30, 1999,
represented financing of used vehicles; the remainder represented financing of
new vehicles. The Company's receivables consist primarily of simple-interest
contracts which provide for equal monthly payments (as well as precomputed
receivables acquired in California). As payments are received under a simple
interest contract, the interest accrued to date is paid first, and the remaining
payment is applied to reduce the unpaid principal balance. In the case of a
liquidation or repossession, amounts recovered are applied first to certain
expenses of repossession and then to unpaid principal.
Tier II Receivable Acquisitions
The Company acquired Tier II receivables from the fall of 1994 through
January 1999 to fund receivables to customers with adequate credit quality who
would not qualify under the Company's Tier I quality criteria. Originally, the
Company operated Tier II receivable acquisitions under the name Performance
Acceptance Corporation ("PAC").
The Company, through its wholly-owned, special-purpose subsidiary,
Performance Securitization Corporation ("PSC"), effected its first
Securitization of Tier II receivables in the third quarter of fiscal 1996 and
completed its second Tier II Securitization during the second quarter of fiscal
1997. The Company completed a third Tier II Securitization during the fourth
quarter of fiscal 1998. Beginning in the first quarter of fiscal 1999 the
Company began securitizing Tier II receivables with Tier I receivables through
its wholly-owned, special-purpose subsidiary, UAC Securitization Corporation
("UACSC").
<PAGE>
Risk Management
The Company's Risk Management department strives to develop a better
standard for measuring risk throughout the Company, provides automation to
ensure a more consistent decision matrix in originations, analyzes and controls
origination and collection risk at multiple levels, and provides the ability to
quickly implement new standards for immediate results.
During fiscal 1998, the Company created a quality control department
within risk management that primarily focuses on monitoring the receivable
acquisition process by reviewing individual receivable files and credit
analysts' decisions. In fiscal 1999, the department reviewed approximately 45%
of Tier I cashed files based on predetermined high risk characteristics
including high advance rates and approvals of receivables that were below the
minimum underwriting criteria. The Company tracks the delinquency and charge-off
rates of all receivables purchased by each individual credit analyst. The review
process has created additional management controls, more immediate feedback on
underwriting trends, and an additional source for capturing valuable receivable
data that can be analyzed and used as origination or collection tools. The
quality control department is also used in the training process for new credit
analysts.
Delinquency, Collection and Repossession
The Company seeks to maintain low levels of delinquency and net
charge-offs first by ensuring and monitoring the integrity of its credit
approval. The Company tracks the delinquency rate of all receivables approved by
each credit analyst. The Company also seeks to limit delinquency and charge-offs
through highly automated and efficient collection and repossession procedures.
The collections area is supported by a separate computerized
collections system provided by the Company's data processing servicer and an
automatic telephone dialing system. Delinquent customers are contacted by phone,
mail, telegram, and in special circumstances, personal visits. Notices to
delinquent customers are dispatched automatically by computer when receivables
are 10 days delinquent in most states, but as early as 7 days delinquent for
other states. The collections area operates during regular business hours,
weekday evenings, and on Saturdays.
The Company utilizes an automatic, computer-controlled multiple
telephone line system which dials phone numbers of delinquent customers from a
file of records extracted from the Company's database. The system typically
generates 750-1,000 calls per hour and allows the Company to prioritize calls
based on a wide variety of factors. Once a call has been placed, the system
monitors the call and transfers the call to a collector if it has reached a live
human voice. Collectors handle approximately 400 calls per day.
After delinquent customers fail to respond to the Company or to fulfill
oral commitments made to bring their receivables current, the Company
repossesses the automobile securing the receivable. Repossessions are effected
for the Company by contracted repossession agents. During fiscal 1999,
repossession agents transferred approximately 85% of the autos to independent
auto auction companies that recondition the repossessed autos and sell them for
the Company while the other 15% was transferred to the Company's dealership for
retail sale.
The decision to repossess and charge-off is generally made after a
receivable is at least 90 days but no more than 120 days delinquent, absent
extraordinary circumstances, such as refusal to pay, which requires earlier
action. See "Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Delinquency and Credit Loss Experience."
<PAGE>
Financing and Sale of Receivables
Receivable Funding. The Company relies upon external sources to provide
financing for its receivable acquisitons, Dealer Premiums and other ongoing cash
requirements. For receivable acquisitions, the Company normally utilizes a
Credit Facility currently having a borrowing capacity of $500.0 million and a
term of one year. See "Item 7. Management's Discussion and Analysis of Results
of Operations and Financial Condition -- Liquidity and Capital Resources."
Derivative Financial Instruments. The Company's sources for funds
generally have variable rates of interest, and its receivable portfolio bears
interest at fixed rates. The Company therefore bears interest rate risk on
receivables between the setting of the Buy Rate for the acquisition of
receivables and their sale in a securitization transaction, and employs a
hedging strategy to mitigate this risk. Prior to March 1999, as a part of the
hedging strategy, the Company used a hedging vehicle that included the execution
of short sales of U.S. Treasury Notes having a maturity approximating the
average maturity of the receivable production during the relevant period. At
such time as a securitization was committed, the hedge was covered by the
purchase of a like volume of U.S. Treasury Notes. Beginning in March 1999, the
Company began using a hedging strategy that primarily consists of forward
interest rate swaps having a maturity approximating the average maturity of the
receivable production during the relevant period. At such time as a
securitization is committed, the interest rate swaps are terminated. The
Company's hedging strategy is an integral part of its practice of periodically
securitizing receivables. See "Item 7. Management's Discussion and Analysis of
Results of Operations and Financial Condition" for a discussion of hedging risks
and related issues.
Securitizations. The Company sells its receivables in securitization
transactions to increase the Company's liquidity, to provide for redeployment of
capital and to reduce risks associated with interest rate fluctuations. The
Company applies the net proceeds from securitization transactions to repay
amounts owed to short-term financing sources, thereby making such sources
available for future receivable acquisitions. The Company currently plans to
continue securitizing pools of receivables, generally on a quarterly basis.
Management continually evaluates alternative financing sources and, in the
future, will consider funding its receivable acquisitions through a permanent
commercial paper facility or some other source or combination of sources. In
August 1999, the Company established a securitization arrangement with a
commercial paper conduit which will be available for future use as management
deems appropriate. Such facility currently has a capacity of $250.0 million, all
of which is currently available. See "Item 7. Management's Discussion and
Analysis of Results of Operations and Financial Condition - Liquidity and
Capital Resources." Since 1988, the Company has securitized approximately $6.7
billion in auto receivables in 33 public offerings and completed three private
placements of Asset-backed Securities summarized below. In each of the public
offerings, the senior Asset-backed Securities have been rated "AAA" or its
equivalent by one or more rating agencies including Standard & Poor's
Corporation, Moody's Investors Service and FITCH IBCA. Such ratings are not
recommendations of the rating agencies to invest in the securities and may be
modified or withdrawn by them at any time.
<PAGE>
<TABLE>
<CAPTION>
Securitization Transactions
Remaining Weighted
Balance Average Net Loss
Original at June 30, Receivable Certificate Gross Net to Original
Securitization Amount 1999 Rate Rate Spread (1) Spread (2) Balance (3)
-------------- ------ ---- ---- ---- ---------- ---------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
UACSC 1999-B Auto Trust $ 340,233 $ 319,616 13.36% 5.51% 7.85% 6.75% 0.01%
UACSC 1999-A Auto Trust $ 320,545 $ 278,558 12.99% 5.80% 7.19% 6.16% 0.24%
UACSC 1998-D Auto Trust $ 275,914 $ 216,458 12.74% 5.85% 6.89% 5.25% 0.49%
UACSC 1998-C Auto Trust $ 351,379 $ 260,871 12.81% 5.55% 7.26% 5.15% 0.69%
UACSC 1998-B Auto Trust $ 267,980 $ 174,594 12.51% 6.01% 6.50% 5.06% 0.96%
UACSC 1998-A Auto Trust $ 228,938 $ 139,820 12.92% 6.11% 6.81% 5.27% 1.19%
UACSC 1997-D Auto Trust $ 204,147 $ 104,891 13.02% 6.30% 6.72% 5.07% 1.47%
UACSC 1997-C Auto Trust $ 218,390 $ 110,305 13.48% 6.45% 7.03% 5.38% 2.06%
UACSC 1997-B Auto Trust $ 295,758 $ 129,656 13.21% 6.57% 6.64% 5.15% 2.33%
UACSC 1997-A Auto Trust $ 293,348 $ 114,434 13.29% 6.33% 6.96% 5.43% 3.83%
UACSC 1996-D Auto Trust $ 283,085 $ 92,496 13.53% 6.14% 7.39% 5.37% 4.55%
UACSC 1996-C Auto Trust $ 310,999 $ 88,372 13.26% 6.44% 6.82% 5.11% 5.05%
UACSC 1996-B Auto Trust $ 245,102 $ 59,331 12.96% 6.45% 6.51% 5.58% 4.54%
UACSC 1996-A Auto Trust $ 203,048 $ 38,673 13.13% 5.40% 7.73% 5.68% 5.35%
UACSC 1995-D Auto Trust $ 205,550 $ 35,750 13.74% 5.97% 7.77% 6.04% 6.00%
UACSC 1995-C Auto Trust $ 236,410 $ 31,866 14.08% 6.42% 7.66% 6.11% 6.33%
UACSC 1995-B Grantor Trust $ 220,426 $ 21,957 13.91% 6.61% 7.30% 4.88% 6.07%
UACSC 1995-A Grantor Trust $ 173,482 Paid in full 13.22% 7.77% 5.45% 3.88% 5.64%
UFSB 1994-D Grantor Trust $ 114,070 Paid in full 12.51% 7.69% 4.82% 3.91% 4.37%
UFSB 1994-C Grantor Trust $ 150,725 Paid in full 12.05% 6.77% 5.28% 4.04% 3.34%
UFSB 1994-B Grantor Trust $ 142,613 Paid in full 10.74% 6.46% 4.28% 3.54% 3.00%
UFSB 1994-A Grantor Trust $ 119,960 Paid in full 9.98% 5.08% 4.90% 3.60% 2.54%
UFSB 1993-C Auto Trust $ 141,811 Paid in full 11.00% 4.88% 6.12% 4.82% 2.60%
UFSB 1993-B Auto Trust $ 212,719 Paid in full 11.50% 4.45% 7.05% 5.31% 2.51%
UFSB 1993-A Grantor Trust $ 133,091 Paid in full 11.49% 4.53% 6.96% 4.96% 1.84%
UFSB 1992-C Grantor Trust $ 119,280 Paid in full 11.64% 5.80% 5.84% 4.48% 1.71%
UFSB 1992-B Grantor Trust $ 116,266 Paid in full 12.39% 4.90% 7.49% 5.49% 1.59%
UFSB 1992-A Grantor Trust $ 103,619 Paid in full 13.66% 6.70% 6.96% 5.80% 1.94%
UFSB 1991-B Grantor Trust $ 106,612 Paid in full 13.64% 7.15% 6.49% 4.94% 1.72%
UFSB 1991-A Grantor Trust $ 150,436 Paid in full 12.52% 8.40% 4.12% 2.25% 0.79%
UFSB 1989-B Grantor Trust $ 66,469 Paid in full 14.09% Variable -- 2.82% 3.15%
UFSB 1989-A Grantor Trust $ 113,080 Paid in full 13.24% 8.75% 4.49% 1.97% 1.94%
UFSB 1988 Grantor Trust $ 105,179 Paid in full 12.73% 9.50% 3.23% 1.71% 2.74%
---------- ----------
Total Tier I Securitized Trusts $6,570,664 $2,217,648
PSC 1998-1 Grantor Trust $ 28,659 $ 19,711 18.69% 6.29% 12.40% 8.04% 3.36%
PSC 1996-2 Grantor Trust $ 31,108 $ 11,396 19.65% 6.40% 13.25% 9.00% 10.96%
PSC 1996-1 Grantor Trust $ 34,488 $ 7,660 19.87% 6.87% 13.00% 8.79% 14.35%
---------- ----------
Total Tier II Securitized Trusts $ 94,255 $ 38,767
---------- ----------
Grand Total $6,664,919 $2,256,415
========== ==========
</TABLE>
(1) Difference between weighted average receivable rate and Certificate
Rate.
(2) Difference between weighted average receivable rate and Certificate
Rate, net of upfront costs, servicing fees, ongoing credit enhancements
and trustee fees, and the hedging gain or loss.
(3) Net loss to original balance at June 30, 1999, for all pools with a
remaining principal balance and net loss to original balance at time of
repurchase for all remaining pools.
In securitization transactions, the Company transfers automobile receivables to
a newly-formed trust, which issues one or more classes of fixed-rate
Certificates or notes to investors (the "Securityholders"). Through the 1994-A
Grantor Trust, the Certificates were generally credit-enhanced by a letter of
credit from an independent financial institution. The letter of credit provided
Securityholders with additional assurance, to the extent of the amount of the
letter of credit, that their receipt of required payments from the pool would
not be adversely affected by receivable losses. Typically, the letter of credit
was obtained in the amount, represented as a percentage of the pool, necessary
to obtain the desired investment grade ratings for the Certificates. The Company
subsequently employed the use of subordinated classes of Certificates as a
credit enhancement device. Surety bonds have been utilized as additional credit
enhancements in the Company's Tier I Securitizations since the UACSC 1995-D Auto
Trust. These credit enhancement features allow the offered Certificates or notes
to achieve the desired investment grade rating. In future Securitizations, the
Company may employ any of the above devices or may employ alternative credit
enhancement devices.
<PAGE>
Gains from the sale of receivables in securitization transactions have
historically provided a significant portion of the net earnings of the Company
and are likely to continue to represent a significant portion of the Company's
net earnings. If the Company were unable or elected not to securitize
receivables in a financial reporting period, net earnings would likely be lower
relative to periods in which Securitizations occurred. See "Item 7. Management's
Discussion and Analysis of Results of Operations and Financial Condition --
General."
Commencing with the 1995-A Grantor Trust, the Company has effected
Securitizations through a wholly-owned special-purpose subsidiary, UAC
Securitization Corporation ("UACSC"). Prior to fiscal 1999, its Tier II
Securitizations have been effected through Performance Securitization
Corporation, also a wholly-owned special purpose subsidiary. Beginning in the
first quarter of fiscal 1999, the Company began securitizing Tier I and Tier II
receivable acquisitions together through its wholly-owned subsidiary UACSC. In
the fourth quarter of fiscal 1999, the Company created an owners' trust
structure in which the Securitization trust issued both Certificates and debt
securities. The Company will continue to assess other structured financing
alternatives which may enable it to fund receivables and/or deploy its capital
with greater efficiency at a lower cost. See "Item 7. Management's Discussion
and Analysis of Results of Operations and Financial Condition - Liquidity and
Capital Resources."
Employees
The Company employs personnel experienced in all areas of receivable
acquisition, documentation, collection and administration. Currently, the
Company has 511 full-time employees and 49 part-time employees, including 102
full-time and 13 part-time employees in the operations department, 184 full-time
and 34 part-time employees in the collection department, 75 full-time employees
in originations department, 26 full-time employees in the accounting and finance
department, 7 full-time employees in human resources and training, 20 full-time
and 2 part-time employees in risk management and systems and 13 full-time legal
and administrative employees. In addition, the Company has 37 sales
representatives who reside and work in the Company's receivable purchasing
market areas and 47 full-time employees in the reconditioning and remarketing
operations. None of the employees are covered by a collective bargaining
agreement. Throughout fiscal 1999, all employees including management and
executive officers of the Company have participated in a formalized professional
development, supervisory and leadership training program. The feedback has been
very positive from all areas of the Company, and the training appears to have
made an improvement in attitude and overall morale.
Regulation
The Company's operations are subject to regulation, supervision, and
licensing under various federal, state and local statutes, ordinances, and
regulations. The Company's business operations are conducted primarily in
Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Massachusetts, Michigan,
Minnesota, Missouri, Nebraska, Nevada, New Jersey, New Mexico, North Carolina,
Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee,
Texas, Utah, Virginia, Washington and Wisconsin and, accordingly, the laws and
regulations of such states govern the Company's operations conducted in those
states. The Company is required to be, and is, licensed as a sales finance
company in Arizona, Connecticut, Delaware, Florida, Illinois, Maryland,
Massachusetts, Michigan, Missouri, Nebraska, New Jersey, New Mexico,
Pennsylvania, South Dakota and Wisconsin. In Colorado, Idaho, Indiana, Iowa,
Texas and Utah, the Company has either filed the necessary notifications or
registered to accept assignments of installment sale contracts, and in Ohio, the
Company is licensed to make direct loans. As the Company expands its operations
into additional states, it will be required to comply with the laws of those
states.
<PAGE>
Numerous federal and state consumer protection laws and related
regulations impose substantial requirements upon sellers, holders and servicers
involved in consumer finance. These laws include the Truth-in-Lending Act, the
Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit
Reporting Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's
Regulations B and Z, state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, state "lemon" laws, state motor vehicle retail
installment sales acts, retail installment sales acts, State Unfair and
Deceptive Trade Practices Act, State Fair Debt Collection Practices Act and
other similar laws. Also, state laws impose finance charge ceilings and other
restrictions on consumer transactions and require contract disclosures in
addition to those required under federal law. These statutes and regulations may
impose specific statutory penalties, punitive damages and recovery of attorney's
fees and costs upon creditors who fail to comply with their provisions. In some
cases, this liability could affect the Company's ability to enforce the
installment sale contracts it purchases and loans it makes.
The "Holder-in-Due-Course" Rule of the Federal Trade Commission (the
"FTC Rule"), the provisions of which are generally duplicated by the Uniform
Consumer Credit Code, other state statutes, or the common laws in certain
states, has the effect of subjecting purchasers of installment sales contracts
and even some direct lenders in consumer credit transactions to all claims and
defenses which the obligor in the transaction could assert against the seller of
the goods. The installment sale contracts purchased by the Company and direct
loans made by it are generally subject to the provisions of the FTC Rule.
Accordingly, the Company (or the trust to which a contract is assigned in a
Securitization), as holder of the contracts or as the direct lender, will be
subject to any claims or defenses that the purchaser of the related financed
vehicle may assert against the seller of the vehicle. Liability under the FTC
Rule is limited to the amounts paid by the obligor under the contract, but the
holder of the contract may also be unable to collect any balance remaining due
thereunder from the obligor.
Through the dealer agreement and the contract executed by the consumer,
a dealer makes certain representations and warranties to the Company about the
transaction between the dealer and the consumer including that the sale of the
vehicle and the completion of the contract comply with all federal and state
laws and regulations. Accordingly, if a customer has a claim against the dealer
for the violation of any such laws or regulations, and the Company is named in
the claim or materially impacted by the claim, such violation often constitutes
a breach of the dealer's representations and warranties and would allow the
Company to demand repurchase of the contract by the dealers.
All states in which the Company operates have adopted a version of the
Uniform Commercial Code ("UCC"). Except where limited by other state laws, the
UCC governs the Company's rights upon the obligor's default. Generally, the UCC
allows the secured party to conduct a self-help repossession, then sell the
collateral and collect any deficiency if the proceeds of sale are insufficient
to pay off the outstanding obligation. The UCC requires the secured party to
provide the obligor with reasonable notice of any sale of the collateral, as
well as an opportunity to redeem the collateral prior to sale. Other state laws
may expand an obligor's rights, for example by providing the obligor an
opportunity to cure default prior to repossession, or by eliminating the secured
party's right to collect a deficiency balance. In addition, federal bankruptcy
laws and related state laws may interfere with or affect the ability of a
secured party to realize upon collateral or enforce a deficiency judgment.
<PAGE>
GLOSSARY
Asset-backed Securities - A general reference to securities, such as
Certificates or Notes, that are backed by financial assets, such as automobile
receivables or leases, credit card or trade receivables, home equity receivables
or equipment. Such securities are generally fixed-rate securities payable solely
from cash flows from the pooled receivables.
Buy Rate - An interest rate quoted by the Company to dealers, generally on a
monthly basis, at which the Company will buy receivables.
Credit Scoring - The process of utilizing standard models in the receivable
acquisition process to evaluate an applicant's credit profile to arrive at an
estimate of the associated credit risk based on statistical evaluation of
several common characteristics that bear on credit worthiness and their
correlation with credit risk.
Dealer Premium - The amount paid to the dealer for the purchase of a receivable
above the principal amount financed. In states other than Ohio, the Dealer
Premium is based upon the finance charge that would be paid on the receivable if
it earned interest at a rate equal to the difference between the contract rate
and the Company's periodically published Buy Rate. The difference in rates
averages between 1.00% - 1.50%. Dealer Premiums paid to Ohio dealers are
generally in the form of referral fees and are calculated as the product of the
principal amount of the receivable and a periodically adjusted referral rate set
forth on the Company's rate sheets for receivables with similar terms, note rate
and age of collateral. All or a portion of a Dealer Premium may be paid in
advance at the time the receivable is acquired, subject to being charged back
against the dealer if that receivable prepays or defaults. The Dealer Premium is
generally advanced to the dealer in the month following purchase of the
receivable, creating the Dealer Premium asset. The unamortized portion of such
advance, depending on the dealer agreement, may be recoverable from the dealer
if the receivable is prepaid or defaults. Dealer premiums are included in the
carrying amount of receivables prior to Securitization.
Future Servicing Cash Flows - Future Servicing Cash Flows are the projected cash
flows resulting from the difference between the weighted average coupon rate of
the receivables sold and the Certificate Rate paid to investors in the
securitized trusts, less an allowance for estimated credit losses, the Company's
contractual servicing fee of 1.00% (on Tier I), and ongoing trust and credit
enhancement fees, plus estimated Dealer Premium rebates.
Gain (Loss) on Sales of Receivables - Gain (Loss) on Sales of Receivables
represents the difference between the sales proceeds and the carrying amount of
receivables after reduction for amounts allocated to Retained Interest, less
expenses of the sale and hedging gains or losses.
Revolving Warehouse Credit Facility ("Credit Facility") - An external financing
arrangement negotiated by the Company with an independent financial institution
having a borrowing capacity of $500.0 million and a one year term which will
fund Tier I receivable acquisitions and funded Tier II receivable acquisitions
in fiscal 1999.
Retained Interest in Securitized Assets ("Retained Interest") - Retained
Interest represents the Company's retained interest in receivables sold. At the
closing of each Securitization, the Company allocates its basis in the
receivables between the portion of the receivables sold to asset-backed security
holders and the portion of the receivables which is retained from the
Securitizations ("Retained Interest" and "Servicing Assets") based on the
relative fair values of those portions at the date of the sale. The fair value
is based upon the cash proceeds received for the receivables sold and the
estimated fair value of the Retained Interest and Servicing Assets. Retained
Interest consists of the discounted cash flows to be received by the Company.
Servicing Assets represent the present value benefit derived from retaining the
right to service receivables securitized in excess of adequate servicer
compensation. The excess of the cash received over the basis allocated to the
receivables sold, less transaction costs, and hedging gains and losses, equals
the net gain on sale of receivables recorded by the Company. The fair value of
the Retained Interest is determined by discounting the expected cash flows
released from the Spread Account (the cash out method) using a discount rate
which the Company believes is commensurate with the risks involved. An allowance
for estimated credit losses is established using information from scoring models
<PAGE>
and available historical loss data for comparable receivables and the specific
characteristics of the receivables purchased by the Company. Discount rates
utilized are based on current market conditions, and prepayment assumptions are
based on historical performance experience of comparable receivables and the
impact of trends in the economy. Retained Interest is reduced by actual
servicing cash flows as received over the life of the Securitization. Retained
Interest is classified as "available-for-sale" and is carried at fair value
based upon the application of current assumptions to the remaining expected cash
flows. Unrealized gains and losses attributable to the change in the fair value
of the Retained Interest, which are recorded as "available-for-sale" securities,
net of related income taxes are excluded from earnings and are recorded as
"Accumulated other comprehensive income", in shareholders'equity. Retained
Interest is reviewed monthly for other than temporary impairment, with
impairment, if any, recorded as a component of Gain on Sales of Receivables,
net.
Securitization - The process through which receivables and other receivables are
pooled and sold to a trust which issues asset-backed securities to investors.
Senior Notes - Unsecured Senior Notes of the Company of $110 million and $65
million issued August 1995 and March 1997 respectively.
Senior Subordinated Notes- Unsecured Senior Subordinated Notes of the Company in
the aggregate principal amount of $46 million issued April 1996.
Servicing Asset - The present value benefit derived from retaining the right to
service receivables securitized in excess of adequate servicer compensation.
Servicing Assets are carried at their lower of cost or market.
Spin-off - The pro rata distribution of the 9,200,000 shares of Class B Common
Stock formerly held by Union Federal to the shareholders of its holding company,
immediately prior to consummation of the Company's initial public offering in
August 1995.
Spread Account (a component of Retained Interest in Securitized Assets) - A cash
collateral account or specific cash account maintained by the trustee of a
Securitization trust into which Future Servicing Cash Flows are deposited
initially to protect Certificateholders (and any provider of third-party credit
enhancement) against credit losses. The terms of the account, which vary with
each Securitization, state a maximum balance, generally expressed as a
percentage of the current principal balance. Generally, the initial cash
deposit, if required, is funded by the Company from the Securitization proceeds
and is expressed as a percentage of the original principal balance. The initial
deposit amount is typically less than the minimum balance ("floor"). The floor
amount required is determined based on the original principal balance. The
Company receives cash flows from Retained Interest that represent collections on
the receivables in excess of the amounts required to pay the Certificate
principal and interest, the base servicing fees and certain other fees such as
credit enhancement fees. If the amount of cash required for the allocations
exceeds the amount collected during the collection period, the shortfall is
drawn from the Spread Account. If the cash collected during the period exceeds
the amount necessary for the allocations, and the related Spread Account is not
at the required level, the excess cash collected is retained in the Spread
Account until the specified level or maximum level is achieved. Once the
required or maximum Spread Account level is achieved, the excess is released to
the Company. Any remaining Spread Account balance is released to the Company
upon termination of the Securitization. There is no recourse to the Company for
receivable losses beyond the balance in the Spread Account and Future Servicing
Cash Flows from the trust.
Tier I - The Company's practice of acquiring receivables made to customers,
generally with high quality credit, through an automotive dealer under a dealer
agreement that provides for the acquisition of receivables at par plus the
payment of a Dealer Premium to the dealer. A Tier I customer has a credit
history with no or few minor defaults and can finance a new car purchase through
a bank, a captive finance subsidiary of an automobile manufacturer or an
independent finance company that focuses on Tier I credit.
Tier II - The Company's prior practice of acquiring receivables made to
customers who generally would not be eligible for credit under Tier I.
Receivables are acquired from automotive dealers under a dealer agreement that
provides for the acquisition of receivables at par without provision for payment
of any Dealer Premium. A Tier II customer is characterized as a customer with
some credit problems in his or her past which have subsequently been resolved
and who has reestablished an acceptable payment history. To finance a new or
late-model used car, the Tier II customer may not qualify for a receivable from
a captive finance subsidiary but may access credit through non-traditional
finance sources.
Union Division - The indirect automobile receivable acquisition business
conducted as a division of Union Federal through fiscal 1994.
Warehouse - A method whereby receivables are financed by financial institutions
on a short-term basis. In a Warehouse arrangement, receivables are accumulated
or pooled on a daily or less frequent basis and assigned or pledged as
collateral for short-term borrowings until they are sold in a Securitization.
<PAGE>
Item 2. Properties
The Company's operations are centered in a commercial office building
owned by Shadeland Properties, LP ("Shadeland," a Company affiliate) in
Indianapolis, Indiana. The Company occupies office space of 115,555 square feet
under a lease with Shadeland which expires in April 2003. The Company currently
utilizes 95,668 square feet and is in the process of remodeling an additional
17,732 square feet for current operations of the Origination, Collection and MIS
departments and future expansion. The Company sublets a portion of the building
to Union Federal.
The Company leases a garage of 5,000 square feet for minor vehicle
reconditioning to prepare the repossessed autos for auction, an office of 500
square feet and a 75-car lot located in Beech Grove, Indiana, from an
independent party. The Company currently leases the property on a month to month
basis. The 75-car lot was historically used to retail some autos repossessed in
central Indiana. Currently, this facility serves as a holding area for the autos
repossessed from across the country before they are transferred to the new car
franchised dealership or a local auction.
In July 1997, the Company purchased a 6.5 acre (60,000 square foot)
facility near its headquarters in Indianapolis at which it has established a new
car franchised dealership for the purpose of expanding its reconditioning and
remarketing operations and to retail a portion of its repossessed autos.
Approximately 30,000, 27,000 and 3,000 square feet are being used for the
showroom, service area and office area, respectively.
Item 3. Legal Proceedings
The Company is party to litigation in the ordinary course of business.
Most of the litigation is initiated by the Company against debtors to collect
deficiency balances. Claims are, however, also asserted against the Company on a
regular basis. The claims against the Company often involve allegations of
wrongdoing by the motor vehicle dealer which originated the contract or sold the
vehicle financed by the Company and the Company is named as a defendant due to
its status as holder of the contract. Claims are also asserted directly against
the Company under the consumer protection laws described above and on other
theories and some of these claims are asserted on behalf of a class of
consumers. Similar litigation is common for industry participants.
Item 4. Submission of Matters to a Vote of Security Holders
None.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Shares of Class A Common Stock are quoted on the Nasdaq Stock Market's
National Market under the symbol "UACA." The following table sets forth the high
and low sales price per share of Class A Common Stock for each quarter in fiscal
1999 and 1998:
Fiscal Year Ended June 30, 1999 1998
- --------------------------------------------------------------------------------
High Low High Low
-------------------------------------------------
First Quarter 8 4 3/4 11 1/4 8 7/8
Second Quarter 6 5/8 3 7/8 10 1/4 5 1/8
Third Quarter 8 1/2 4 9 1/8 7 1/4
Fourth Quarter 8 3/8 6 1/4 9 1/8 6 3/4
- --------------------------------------------------------------------------------
As of September 10, 1999, there were 95 holders of record of the
Company's Class A Common Stock and 7 holders of record of Class B Common Stock.
The Company estimates that its Class A Common Stock is owned beneficially by
approximately 1,370 persons. There is no market for Class B Common Stock, and
management has no plans to list the Class B Common Stock on Nasdaq or any
exchange.
The Company currently intends to retain earnings for use in the
operation and expansion of its business and therefore does not anticipate paying
cash dividends on Class A Common Stock or Class B Common Stock in the
foreseeable future. The payment of dividends is within the discretion of the
Board of Directors and will depend, among other things, upon earnings, capital
requirements, any financing agreement covenants and the financial condition of
the Company. In addition, provisions of the Senior and Senior Subordinated Notes
limit distributions to shareholders.
<PAGE>
Item 6. Selected Consolidated Financial Data
The following table sets forth certain selected consolidated financial
information reflecting the consolidated operations and financial condition of
the Company for each year in the five year period ended June 30, 1999. This data
should be read in conjunction with the Company's consolidated financial
statements and related notes thereto and "Item 7. Management's Discussion and
Analysis of Results of Operations and Financial Condition" included herein.
Certain amounts for prior periods have been reclassified to conform to current
year presentation.
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Interest on receivables held for sale $ 33,015 $ 27,871 $ 33,914 $ 28,712 $ 14,702
Retained interest and other 20,008 12,922 14,810 10,072 9,587
-------------------------------------------------------------------
Total interest income 53,023 40,793 48,724 38,784 24,289
Interest expense (1) 27,451 26,107 25,688 22,275 12,961
-------------------------------------------------------------------
Net interest margin 25,572 14,686 23,036 16,509 11,328
Provision for estimated credit losses 5,879 8,050 4,188 2,875 1,074
-------------------------------------------------------------------
Net interest margin after provision for
estimated credit losses 19,693 6,636 18,848 13,634 10,254
-------------------------------------------------------------------
Gain (loss) on sales of receivables, net 19,133 (11,926) 963 30,357 8,684
Servicing fees, net 21,716 19,071 16,919 12,302 8,977
Late charges and other fees 5,349 4,087 3,820 3,096 2,783
-------------------------------------------------------------------
Other revenues 46,198 11,232 21,702 45,755 20,444
-------------------------------------------------------------------
Total operating expenses 42,588 35,546 30,502 23,841 14,913
-------------------------------------------------------------------
Earnings (loss) before provision for income taxes 23,303 (17,678) 10,048 35,548 15,785
Provision (benefit) for income taxes 8,979 (7,856) 4,166 14,406 6,396
-------------------------------------------------------------------
Net earnings (loss) $ 14,324 $ (9,822) $ 5,882 $ 21,142 $ 9,389
===================================================================
-------------------------------------------------------------------
Net earnings (loss) per common share
(basic and diluted) $ 1.08 $ (0.74) $ 0.45 $ 1.60 N/M
===================================================================
Operating Data:
Receivables acquired (dollars):
Tier I $1,444,361 $ 944,725 $1,076,064 $ 994,834 $ 766,972
Tier II 12,592 24,027 39,610 36,030 21,511
Marine -- 2,515 6,590 50 --
-------------------------------------------------------------------
Total receivables acquired (dollars) $1,456,953 $ 971,267 $1,122,264 $1,030,914 $ 788,483
===================================================================
Receivables acquired (number of receivables):
Tier I 90,268 64,152 75,844 71,070 58,409
Tier II 876 1,746 3,050 2,870 1,770
Marine -- 200 496 6 --
-------------------------------------------------------------------
Total receivables acquired
(number of receivables) 91,144 66,098 79,390 73,946 60,179
===================================================================
Receivables securitized:
Tier I $1,288,071 $ 919,455 $1,183,190 $ 890,110 $ 658,703
Tier II -- 28,659 31,108 34,488 --
-------------------------------------------------------------------
Total receivables securitized $1,288,071 $ 948,114 $1,214,298 $ 924,598 $ 658,703
===================================================================
Ratio of operating expenses as a percent of
average servicing portfolio 1.82% 1.78% 1.67% 1.73% 1.49
Credit losses as a percent of
average servicing portfolio:
Tier I 2.20% 2.80% 2.40% 1.58% 1.36%
Tier II 7.04% 7.67% 5.18% 2.37% 2.97%
Marine -- 1.12% 0.25% N/A N/A
-------------------------------------------------------------------
Total credit losses as a percent of average
servicing portfolio 2.33% 2.96% 2.50% 1.60% 1.37%
===================================================================
Delinquencies of 30 days or more as a percent of
servicing portfolio:
Tier I 2.63% 3.07% 2.96% 1.84% 1.40%
Tier II 9.42% 8.29% 6.18% 3.35% 1.25%
Marine N/A N/A 0.10% N/A N/A
-------------------------------------------------------------------
Total delinquencies of 30 days or more as a
percent of servicing portfolio 2.78% 3.24% 3.07% 1.88% 1.40%
===================================================================
</TABLE>
<PAGE>
Item 6. Selected Consolidated Financial Data (Continued)
<TABLE>
<CAPTION>
At June 30, 1999 1998 1997 1996 1995
---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
Balance Sheet Data(2):
Receivables held for sale, net $ 267,316 $ 118,259 $ 121,156 $ 259,290 $ 201,022
Retained interest in securitized assets 190,865 171,593 170,791 147,024 118,076
Total assets 514,926 411,533 391,268 451,195 349,283
Due to Union Federal -- -- -- -- 338,958
Amounts due under warehouse facilities 185,500 73,123 44,455 187,756 --
Long-term debt 199,000 221,000 221,000 156,000 --
Total shareholder's equity(3) 89,479 82,473 86,848 78,624 2
Other Data:
Servicing portfolio:
Tier I $2,464,366 $1,978,920 $1,860,272 $1,548,538 $1,159,349
Tier II 53,792 66,855 68,289 47,062 19,858
Marine -- -- 6,227 50 --
Serviced for others 912 1,642 2,488 3,420 5,203
-------------------------------------------------------------------
Total servicing portfolio $2,519,070 $2,047,417 $1,937,276 $1,599,070 $1,184,410
===================================================================
Average servicing portfolio:
Tier I $2,269,177 $1,922,977 $1,759,666 $1,343,770 $ 982,875
Tier II 63,275 69,622 63,305 33,124 9,448
Marine -- 6,920 2,357 NM --
Serviced for others 1,138 1,941 2,799 4,222 6,643
-------------------------------------------------------------------
Total average servicing portfolio $2,333,590 $2,001,460 $1,828,127 $1,381,116 $ 998,966
===================================================================
Number of receivables serviced:
Tier I 213,746 184,003 173,693 147,722 117,837
Tier II 5,517 6,285 6,056 4,067 1,687
Marine -- -- 472 6 --
Serviced for others 139 256 402 537 836
-------------------------------------------------------------------
Total number of receivables serviced 219,402 190,544 180,623 152,332 120,360
===================================================================
Number of dealers 4,076 3,628 3,204 2,523 1,604
Number of employees (full-time equivalents) 540 529 387 313 215
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Interest expense for the year ended June 30, 1995, was based upon the
average monthly balance "Due to Union Federal" at Union Federal's
all-inclusive cost of funds.
(2) All consolidated balance sheet amounts, except the amounts "Due to
Union Federal", represent actual recorded assets and liabilities of the
Company's business. The amount Due to Union Federal includes division
funding by Union Federal as well as inter-company funding.
(3) The consolidated financial statements reflect no allocation of Union
Federal's historical equity. Earnings of the Company are transferred to
Union Federal through the Due to Union Federal account at June 30,
1995.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Note: Certain capitalized terms used but not otherwise defined in this
report are defined in the "Glossary" set forth at the conclusion of "Item 1.
Business."
General
The Company derives substantially all of its earnings from the
acquisition, securitization and servicing of automobile receivables originated
or referred by dealerships affiliated with major domestic and foreign
manufacturers. To fund the acquisition of receivables prior to Securitization,
the Company utilizes the Credit Facility, discussed in "Liquidity and Capital
Resources." Through Securitizations, the Company periodically pools and sells
receivables to a trust which issues asset-backed securities to investors
representing interests in the receivables sold. When the Company sells
receivables in a securitization, it records a gain or loss on the sale of
receivables and establishes Retained Interest as an asset. Future Servicing Cash
Flows are received over the life of the related Securitization. See the
"Glossary" under "Item 1. Business" for definitions of terms pertaining to
Securitizations.
The following table illustrates changes in the Company's total
receivable acquisition volume and information with respect to Gain (Loss) on
Sales of Receivables, net and Securitizations during the past eight quarters.
More complete quarterly statements of earnings information is set forth in Note
13 of the Consolidated Financial Statements.
<TABLE>
<CAPTION>
Selected Quarterly Financial Information
For Quarters in the Fiscal Years Ended June 30,
-----------------------------------------------------------------
1999
------------------------------------------------------------------
First Second Third Fourth
----- ------ ----- ------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Receivables acquired $ 404,494 $ 361,891 $ 321,856 $ 368,712
Gain on Sales of Receivables $ 6,248 $ 5,717 $ 10,679 $ 8,406
Less: Impairment (3,542) (1,630) (4,293) (2,452)
Less: Cash out adjustment -- -- -- --
----------- ----------- ----------- -----------
Gain (loss) on Sales of
Receivables, net $ 2,706 $ 4,087 $ 6,386 $ 5,954
Servicing portfolio at end of period $ 2,220,657 $ 2,344,621 $ 2,416,724 $ 2,519,070
Selected Securitization Data: 1998-C 1998-D 1999-A 1999-B
Original amount $ 351,379 $ 275,914 $ 320,545 $ 340,233
Weighted avg. receivable rate 12.81% 12.74% 12.99% 13.36%
Weighted avg
remaining maturity (mos.) 68.8 69.1 71.5 71.7
Certificate rate 5.55% 5.85% 5.80% 5.51%
Gross spread (1) 7.26% 6.89% 7.19% 7.85%
Net spread (2) 5.15% 5.25% 6.16% 6.75%
Selected Quarterly Financial Information
For Quarters in the Fiscal Years Ended June 30,
-----------------------------------------------------------------
1998
------------------------------------------------------------------
First Second Third Fourth
----- ------ ----- ------
(Dollars in thousands)
Receivables acquired $ 252,877 $ 227,405 $ 220,317 $ 270,668
Gain on Sales of Receivables $ 5,549 $ 3,173 $ 5,749 $ 5,110
Less: Impairment (16,396) (1,153) (2,636) (3,451)
Less: Cash out adjustment -- -- -- (7,871)
----------- ----------- ----------- -----------
Gain (loss) on Sales of
Receivables, net $ (10,847) $ 2,020 $ 3,113 $ (6,212)
Servicing portfolio at end of period $ 1,977,368 $ 2,001,111 $ 2,008,287 $ 2,047,417
Selected Securitization Data: 1997-C 1997-D 1998-A 1998-B/1998-1
Original amount $ 218,390 $ 204,147 $ 228,938 $267,980/$28,659
Weighted avg. receivable rate 13.48% 13.02% 12.92% 12.51%/18.69%
Weighted avg
remaining maturity (mos.) 70.7 67.1 70.8 67.5/57.7
Certificate rate 6.45% 6.30% 6.11% 6.01%/6.29%
Gross spread (1) 7.03% 6.72% 6.81% 6.50%/12.40%
Net spread (2) 5.38% 5.07% 5.27% 5.06%/8.04%
</TABLE>
- --------------------------------------------------------------------------------
(1) Difference between weighted average receivable rate and weighted average
Certificate Rate.
(2) Difference between weighted average receivable rate and weighted average
Certificate Rate, net of upfront costs, servicing fees, ongoing surety bond
and trustee fees, and hedging gains or losses.
(3) Two securitizations were effected during the presented quarters -- one
public securitization (Tier I securitization) and one private placement
(Tier II securitization)
Acquisition Volume. The Company currently acquires receivables in 63
metropolitan areas in 35 states from approximately 4,100 manufacturer-franchised
auto dealerships. The Company acquires receivables on automobiles made to
customers who exhibit a favorable credit profile ("Tier I"). The Company
previously offered a second level of receivable quality for customers with
adequate credit quality but who would not qualify for a receivable under the
Company's Tier I quality criteria ("Tier II"). To focus on the higher credit
quality and more profitable Tier I receivables, the Company ceased acquiring
Tier II receivables in January 1999. Only 0.9% of fiscal 1999 receivable
acquisitions represented receivables made to customers for Tier II receivables.
During fiscal 1999, the Company extended operations into the states of New
Jersey, Delaware and Connecticut.
The Company's total receivable acquisitions increased 50.0% to $1.5
billion for the year ended June 30, 1999, from $971.3 million in fiscal 1998.
The increase is a result of an expanded dealer base, decreased competition in
the auto finance market, organizational changes made in the first quarter of
fiscal 1999, and a company-wide commitment to reaching the acquisition goals set
by management. The increase was slightly offset by the decision to stop
acquiring Tier II receivables. Tier II receivable acquisitions totaled $12.6
million for the year ended June 30, 1999, compared to $24.0 million in fiscal
1998.
The Company's servicing portfolio increased 23.0% to approximately $2.5
billion at June 30, 1999, compared to approximately $2.0 billion at June 30,
1998. Total serviced receivables increased as a result of increased receivable
acquisition volume in excess of receivable repayments and gross charge-offs. The
volume of receivables sold in Securitizations increased to $1.3 billion for the
year ended June 30, 1999, from $948.1 million for the prior year. The increased
volume of receivables securitized is a result of an increase in Tier I
receivable acquisitions. Management continues to focus on controlled growth,
recognizing that the underlying credit quality of the portfolio is one of the
most important factors associated with long-term profitability.
<PAGE>
Delinquency and Credit Loss Experience
The Company has seen improvements in delinquency and credit loss ratios
since the September 30, 1997, quarter. These improvements are a result of
strategic changes in the origination and collection departments in the latter
part of fiscal 1997.
Recoveries as a percentage of gross charge-offs, on the Tier I
portfolio, for the year ended June 30, 1999, improved slightly over the year
ended June 30, 1998. This percentage, however, remains below management's
expectations, and the Company continues to look for ways to improve. In July
1998, the Company opened a new car franchised dealership in Indianapolis and has
begun retailing a portion of its repossessed autos through the dealership. The
Company anticipates that this method of repossession disposal along with
stricter monitoring of the repossession and resale process should continue to
increase the recovery percentage to within management's expectations over time.
The Company does not finance any of its repossessed auto resales. The net
recovery rate recognized by the dealership during fiscal 1999 averaged 54.79%.
See "Discussion of Forward-Looking Statements".
Current credit loss assumptions utilized in the calculation of the Gain
on Sales of Receivables during the year were 4.40% for 1998-C and 1998-D and
4.50% for 1999-A and 1999-B. The credit loss assumptions used in fiscal 1999
were higher than 4.00% which was used on the Tier I Securitizations in fiscal
1998 because the current year Securitizations included Tier I, Tier II and
modified receivables. Allowance for estimated credit losses on securitized
receivables (inherent in Retained Interest) was 4.63% at June 30, 1999, compared
to 4.67% at June 30, 1998. The Company recorded a pre-tax charge of $11.9
million and $23.6 million during the years ended June 30, 1999, and 1998,
respectively, on those pools which were deemed to have other than temporary
impairment primarily due to the increase in the estimated credit loss
assumptions.
Tier I Portfolio. Set forth below is certain information concerning the
delinquency experience and net credit losses on the Tier I fixed rate retail
automobile, light truck and van receivables serviced by the Company. There can
be no assurance that future delinquency and net credit loss experience on the
receivables will be comparable to that set forth below. See "Discussion of
Forward-Looking Statements."
<TABLE>
<CAPTION>
Tier I Delinquency Experience
At June 30,
----------------------------------------------------------
1999 1998
-------------------------- -------------------------
(Dollars in thousands)
Number of Number of
Receivables Amount Receivables Amount
----------- ------ ----------- ------
<S> <C> <C> <C> <C>
Servicing portfolio 213,746 $2,464,371 184,003 $1,978,920
Delinquencies
30-59 days 3,962 41,475 3,179 32,967
60-89 days 1,614 16,654 1,907 20,819
90 days or more 670 6,754 657 6,992
----- ---------- ----- ----------
Total delinquencies 6,246 $ 64,883 5,743 $ 60,778
===== ========== ===== ==========
Total delinquencies
as a % of servicing portfolio 2.92% 2.63% 3.12% 3.07%
</TABLE>
As indicated in the above table, delinquency rates based upon outstanding
receivable balances of accounts 30 days past due and over decreased to 2.63% at
June 30, 1999, from 3.07% at June 30, 1998, for the Tier I portfolio. This was
the seventh consecutive quarter of improved or stable delinquency. The steady
improvement is a direct result of the Company's continued focus on refining its
collection practices and consistent application of conservative underwriting
guidelines.
<TABLE>
<CAPTION>
Tier I Credit Loss Experience
For the Years Ended June 30,
-----------------------------------------------------------------------------------------
1999 1998 1997
-------------------------- -------------------------- -------------------------
Number of Number of Number of
Receivables Amount Receivables Amount Receivables Amount
----------- ------ ----------- ------ ----------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Avg. servicing
portfolio 202,187 $2,269,177 179,822 $1,922,977 164,858 $1,759,666
Gross charge-offs 7,752 82,436 7,909 87,325 6,280 70,830
Recoveries 32,525 33,545 28,511
---------- ---------- ----------
Net credit losses $ 49,911 $ 53,780 $ 42,319
========== ========== ==========
Gross charge-offs
as a % of avg
servicing portfolio 3.83% 3.63% 4.40% 4.54% 3.81% 4.03%
Recoveries as a %
of gross charge-offs 39.45% 38.41% 40.25%
Net credit losses as a %
of avg. servicing
portfolio 2.20% 2.80% 2.40%
</TABLE>
As indicated in the table above, net credit losses on the Tier I
portfolio totaled $49.9 million for the fiscal year ended June 30, 1999, or
2.20% as a percentage of the average servicing portfolio, compared to $53.8
million, or 2.80%, compared to the same period a year ago. Net credit losses
have decreased, and recovery rates have increased over one year ago.
Tier II portfolio delinquency was 9.42% based on outstanding receivable
balances of accounts 30 days past due and over at June 30, 1999, compared to
8.29% at June 30, 1998. Credit losses during fiscal 1999 totaled $4.5 million,
or 7.04% as a percentage of the average Tier II servicing portfolio, compared to
$5.3 million, or 7.67%, in fiscal 1998 and $3.3 million or 5.18% in fiscal 1997.
Tier II delinquency as a percentage of the servicing portfolio is expected to
increase, while not actually deteriorating, as a result of a declining Tier II
average servicing portfolio resulting from the determination to eliminate Tier
II receivable acquisitions effective January 1, 1999. See "Discussion of
Forward-Looking Statements."
<PAGE>
Results of Operations
The following table illustrates the Company's consolidated financial
results for the past eight fiscal quarters. More complete earnings information
can be found in the Consolidated Financial Statements and the Notes thereto.
<TABLE>
<CAPTION>
Selected Quarterly Financial Information
For Quarters in the Fiscal Year Ended June 30,
------------------------------------------------
1999
-------------------------------------------------
First Second Third Fourth
-------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Interest on receivables held for sale $ 8,251 $ 6,938 $ 8,087 $ 9,739
Retained interest and other 5,479 5,037 4,798 4,694
-------- -------- -------- --------
Total interest income 13,730 11,975 12,885 14,433
Interest expense 6,952 6,338 6,919 7,242
-------- -------- -------- --------
Net interest margin 6,778 5,637 5,966 7,191
Provision for estimated credit losses 2,325 1,275 1,225 1,054
-------- -------- -------- --------
Net interest margin after provision
for estimated credit losses 4,453 4,362 4,741 6,137
-------- -------- -------- --------
Gain (loss) on sales
of receivables, net 2,706 4,087 6,386 5,954
Servicing fees, net 4,953 5,469 5,601 5,693
Late charges and other fees 1,206 1,173 1,442 1,528
-------- -------- -------- --------
Other revenues 8,865 10,729 13,429 13,175
-------- -------- -------- --------
Total operating expenses 9,991 10,309 11,241 11,047
-------- -------- -------- --------
Earnings (loss) before provision
(benefit) for income taxes 3,327 4,782 6,929 8,265
Provision (benefit) for income taxes 1,270 1,859 2,665 3,185
-------- -------- -------- --------
Net earnings (loss) $ 2,057 $ 2,923 $ 4,264 $ 5,080
======== ======== ======== ========
Selected Quarterly Financial Information
For Quarters in the Fiscal Year Ended June 30,
------------------------------------------------
1998
-------------------------------------------------
First Second Third Fourth
-------- -------- -------- --------
(Dollars in thousands)
Interest on receivables held for sale $ 6,627 $ 6,473 $ 7,133 $ 7,638
Retained interest and other 3,113 3,191 3,230 3,388
-------- -------- -------- --------
Total interest income 9,740 9,664 10,363 11,026
Interest expense 6,053 6,167 6,990 6,897
-------- -------- -------- --------
Net interest margin 3,687 3,497 3,373 4,129
Provision for estimated credit losses 1,505 1,770 1,900 2,875
-------- -------- -------- --------
Net interest margin after provision
for estimated credit losses 2,182 1,727 1,473 1,254
-------- -------- -------- --------
Gain (loss) on sales
of receivables, net (10,847) 2,020 3,113 (6,212)
Servicing fees, net 4,745 4,803 4,742 4,781
Late charges and other fees 1,020 985 1,065 1,017
-------- -------- -------- --------
Other revenues (5,082) 7,808 8,920 (414)
-------- -------- -------- --------
Total operating expenses 8,623 9,036 8,822 9,065
-------- -------- -------- --------
Earnings (loss) before provision
(benefit) for income taxes (11,523) 499 1,571 (8,225)
Provision (benefit) for income taxes (4,656) (711) 654 (3,143)
-------- -------- -------- --------
Net earnings (loss) $ (6,867) $ 1,210 $ 917 $ (5,082)
======== ======== ======== ========
</TABLE>
Years Ended June 30, 1999 and 1998
Net earnings (loss) increased to $14.3 million, or $1.08 per share, for
the year ended June 30, 1999, compared to a loss of $9.8 million, or $0.74 per
share, for the year ended June 30, 1998. The increase in net earnings is
primarily a result of higher gains recognized on the fiscal 1999 Securitization
transactions of $31.0 million pre-tax ($19.2 million net of tax) compared to the
fiscal 1998 Securitization transactions of $19.6 million pre-tax ($12.0 million
net of tax). Gains on the Securitizations were offset by charges taken for pool
by pool impairments of the Retained Interest asset of $11.9 million pre-tax
($7.4 million net of tax) and $23.6 million pre-tax ($14.2 million net of tax)
for the years ended June 30, 1999 and 1998, respectively.
Net interest margin after provision for estimated credit losses
increased 196.8% to $19.7 million for the year ended June 30, 1999, compared to
$6.6 million for fiscal 1998. The increase in the net interest margin after
provision for estimated credit losses as compared to the prior year is primarily
a result of an increase in retained interest and other interest income.
Interest on receivables held for sale increased 18.5% to $33.0 million
for the year ended June 30, 1999, compared to $27.9 million for the year ended
June 30, 1998. The increase in interest on receivables held for sale resulted
from an increase in the average outstanding balance of receivables held for sale
<PAGE>
to $236.3 million for the year ended June 30, 1999, from $206.2 million for
fiscal 1998, which was a result of increased receivable acquisitions. Interest
earned on the Tier II portfolio was approximately $795,000 for fiscal 1999
compared to approximately $5.2 million in fiscal 1998.
Retained interest and other interest income increased 54.8% to $20.0
million for the year ended June 30, 1999, compared to $12.9 million for the year
ended June 30, 1998. The increase in retained interest and other interest income
relates primarily to the implementation of the "cash out" method of valuing
Retained Interest at June 30, 1998, which increased the initial discount
recorded from the sale of receivables resulting in a subsequent increase in
discount accretion, but was offset by lower collection and spread account
interest. Retained interest and other interest income related to discount
accretion was $18.7 million and $7.3 million for the years ended June 30, 1999
and 1998, respectively. Retained interest and other interest income related to
restricted cash accounts (collection and spread accounts) was $1.3 million for
the year ended June 30, 1999, compared to $5.6 million for the year ended June
30, 1998. Cash collection accounts represent customer payments held in trust
until disbursement by the trustee. Interest is earned by the Company on these
funds prior to distribution of such funds to investors and servicer. Spread
Account balances represent credit enhancement on the securitized pools; the
Spread Account requirements are affected by the size of the securitized
servicing portfolio as well as loss and delinquency trends which may trigger
higher spread requirements.
Interest expense increased 5.2% to $27.5 million for the year ended
June 30, 1999, from $26.1 million for the year ended June 30, 1998. The increase
primarily related to higher average borrowing needs due to higher receivable
acquisitions for the year ended June 30, 1999 compared to 1998, but was offset
by lower interest on long-term debt as a result of a principal payment in August
1998. Interest expense related to long-term debt was $17.8 million and $19.5
million for the years ended June 30, 1999 and 1998, respectively. The average
outstanding warehouse borrowings (excluding the prefunded amount) was $170.4
million for the year ended June 30, 1999, compared to $111.2 million for the
year ended June 30, 1998. The average cost of funds on the combined long-term
debt and warehouse borrowings (excluding the prefunded amount), net of income
earned, decreased to 7.39% for the year ended June 30, 1999, from 7.86% for the
year ended June 30, 1998. The weighted average cost of funds on the Warehouse
Credit Facility, including the prefunded amount, net of income earned, was 5.09%
and 5.88% for the years ended June 30, 1999 and 1998, respectively. Interest
rates on the Credit Facility are variable in nature and are affected by changes
in market rates of interest.
Provision for estimated credit losses decreased to $5.9 million for the
year ended June 30, 1999, compared to $8.1 million for the year ended June 30,
1998. The decrease is primarily related to improvement in the quality of the
held for sale portfolio and a decrease in the amount of modified receivables.
Gain (Loss) on Sales of Receivables, net and interest rate risk. Gain
(Loss) on Sales of Receivables continues to be a significant element of the
Company's net earnings. The Gain (Loss) on Sales of Receivables is affected by
several factors, primarily the amount of receivables securitized, the net spread
and the level of estimated credit losses. During the fourth quarter of fiscal
1999, the Company refined its methodology of determining discount rates used to
calculate the gain on sales of receivables and value Retained Interest. See -
"Financial Condition - Retained Interest in Securitized Assets below". This
change had the effect of reducing gain on sale of receivables by $3.1 million,
pretax ($1.9 million net of taxes) or $0.15 per share. Gain on sales of
receivables totaled $19.1 million for the year ended June 30, 1999, compared to
a loss of $11.9 million for the year ended June 30, 1998. The increase in Gain
(Loss) on Sales of Receivables is primarily a result of higher gains recognized
on fiscal 1999 securitization transactions compared to fiscal 1998. The gain for
the year ended June 30, 1999 and 1998, consisted of gains on new securitization
transactions of $31.0 million and $19.6 million, offset by charges for other
than temporary impairments of Retained Interest of $11.9 million and $23.6
million, respectively. The net gain for the year ended June 30, 1999, was also
higher than the prior year due to a $7.9 million charge in fiscal 1998 related
to the implementation of the "cash out" method of valuing Retained Interest. The
increase in the Gain (Loss) on Sales of Receivables is also attributed to a
35.9% increase in the volume of receivables securitized to $1.3 billion for
fiscal 1999 compared to $948.1 million for fiscal 1998. Additionally, the
weighted average net spread increased to 5.85% for the year ended June 30, 1999,
compared to 5.28% for the year ended June 30, 1998. The weighted average net
spread includes four Tier I securitizations for the year ended June 30, 1999,
and four Tier I and one Tier II securitizations for the year ended June 3, 1998.
As indicated below, credit loss assumptions on the fiscal 1999 securitization
<PAGE>
transactions were 4.40% on 1998-C and 1998-D and 4.50% on 1999-A and 1999-B
compared to 4.00% on the Tier I transactions throughout fiscal 1998. The credit
loss assumptions on the fiscal 1999 Securitizations were based on combined
securitizations of Tier I, Tier II and modified receivables. The allowance for
credit losses was 12.00% for the Tier II fiscal 1998 securitization. Indicated
in the table below are the assumptions related to the Tier I quarterly
Securitizations for fiscal 1999 and 1998:
<TABLE>
<CAPTION>
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
------- ------- ------- -------
Fiscal 1999 Securitizations
<S> <C> <C> <C> <C>
1998 - C 1998 - D 1999 - A 1999 - B
Credit loss assumption 4.40% 4.40% 4.50% 4.50%
Annual prepayment speed assumption 25.00% 25.00% 28.00% 28.00%
Discount rate assumption 9.58% 9.76% 9.84% 14.28%
Weighted average remaining maturity (in months) 68.8 69.1 71.5 71.7
Fiscal 1998 Securitizations
1997 - C 1997 - D 1998 - A 1998 - B
Credit loss assumption 4.00% 4.00% 4.00% 4.00%
Annual prepayment speed assumption 28.46% 28.60% 28.04% 25.00%
Discount rate assumption 10.96% 10.67% 10.61% 10.46%
Weighted average remaining maturity (in months) 70.7 67.1 70.8 67.5
</TABLE>
The Company adjusts its pricing frequently and employs a hedging
strategy to maintain an adequate net spread in the ensuing Securitization, while
mitigating the risks of increasing interest rates and the volatility in net
spreads. See "Discussion of Forward-Looking Statements."
Gross and net spreads. Market interest rates were lower in fiscal 1999
as compared to the corresponding periods of fiscal 1998. Gross spread is defined
as the difference between the weighted average receivable rate and rate born by
the related Asset-backed Securities. Net spread is defined as gross spread less
servicing fees, upfront costs, ongoing credit enhancement fees and trustee fees,
and hedging gains or losses. Net spreads increased steadily over the year and
reached record amounts in the third and fourth quarter Securitizations of 6.16%
and 6.75%, respectively. Net spreads are expected to decline from these record
spreads due to increases in treasury rates.
Management is currently targeting net spreads of 5.50% to 6.00% on Tier
I Securitizations (assuming a pricing spread for Asset-backed Securities over
the two-year treasury note of 100 basis points). Management believes that by
targeting a gross spread of 7.50% to 8.00% between receivable rates and the
two-year treasury rate, that these net spreads can be achieved. Although
management believes these net spreads can be achieved, material factors
affecting the net spreads are difficult to predict and could cause management's
projections to be materially inaccurate. These include current market conditions
with respect to interest rates and demand for Asset-backed Securities generally
and for securities issued in Securitizations sponsored by the Company. See
"Discussion of Forward-Looking Statements."
Servicing fees, net consists primarily of contractual servicing fees of
1.00% on Tier I Securitizations. Servicing fees, net increased 13.9% to $21.7
million for the year ended June 30, 1999, compared to $19.1 million for the year
ended June 30, 1998 as a result of a higher average securitized receivable
portfolio. The average securitized receivable portfolio increased 16.9% to $2.1
billion for the year ended June 30, 1999, from $1.8 billion for the year ended
June 30, 1998.
Late charges and other fees increased 30.9% to $5.3 million for the
year ended June 30, 1999, from $4.1 million for the year ended June 30, 1998.
Other fees consist primarily of late charges and other fee income and the gross
profit from the dealership sales. The increase in the current year resulted
primarily from the dealership gross profit on sales of $751,000 for fiscal 1999.
Additionally, late charges and other fee income increased for the year ended
June 30, 1999, compared to 1998. The increase in late charges and other fee
income is due to the increase in receivable acquisitions and servicing portfolio
over fiscal 1998.
<PAGE>
Salaries and benefits expense increased 21.3% to $23.6 million for the
year ended June 30, 1999, from $19.4 million for the year ended June 30, 1998.
This increase resulted primarily from an increase in full-time equivalent
("FTE") employees. Average FTE's for the year ended June 30, 1999, were 528
compared to 466 for the year ended June 30, 1998. The Company has experienced
growth primarily in accounting, operations and retail operations, and the
Company has experienced a decrease in the number of collection employees. The
increase in the operations area is in response to a growing servicing portfolio.
The increase in retail operations is a result of growing the new car franchised
dealership business that was opened in July 1998. The decrease in the
collections area resulted from improved collection strategies and internal
efficiences. Other increases in salary and benefit expense were due to annual
merit increases for the Company's existing employees and performance based
annual incentive bonuses.
Other general and administrative expense includes occupancy and
equipment costs, outside and professional services, receivable expenses,
promotional expenses, travel, office supplies and other. Other general and
administrative expense increased 18.0% to $19.0 million for the year ended June
30, 1999, from $16.1 million for the year ended June 30, 1998. The increase in
other general and administrative expenses is partially attributed to the opening
of the new car franchised dealership. Additionally, receivable expenses
increased as receivable acquisitions were higher in fiscal 1999 compared to
fiscal 1998. Total operating expenses (including salaries and benefits) as a
percentage of the average servicing portfolio increased to 1.82% from 1.78% for
the year ended June 30, 1999 and 1998, respectively.
Years Ended June 30, 1998 and 1997
Net earnings (loss) decreased to ($9.8) million or ($0.74) per share
for the year ended June 30, 1998, compared to $5.9 million or $.45 per share for
the year ended June 30, 1997. The decrease in net earnings is primarily a result
of lower gains recognized on the fiscal 1998 securitization transactions of
$19.6 million pre-tax ($12.0 million net of tax) compared to the fiscal 1997
securitization transactions of $32.1 million pre-tax ($19.1 million net of tax).
Gains on the Securitizations were offset by charges taken for pool by pool
impairments of the Retained Interest asset of $23.6 million pre-tax ($14.2
million net of tax) and $31.2 million pre-tax ($18.5 million net of tax) for the
years ended June 30, 1998 and 1997, respectively. Net earnings also decreased
due to the implementation of valuing Retained Interest on a "cash out" rather
than "cash in" basis effectively reducing after-tax net earnings by $4.9
million. Exclusive of the after-tax other than temporary Retained Interest
impairment charges (and the after-tax "cash out" charge for fiscal 1998), net
earnings would have been $9.3 million or $0.70 per share for fiscal 1998
compared to $24.4 million and $1.85 per share for fiscal 1997.
The "cash out" method estimates Retained Interest by discounting the
expected excess cash flows from the time they are projected to be released from
the Spread Account using a discount rate which the Company believes is
commensurate with the risks involved. Historically the Company has estimated
Retained Interest, recognized as a component of the gain on sale, and its
subsequent fair value by discounting the projected Future Servicing Cash Flows
from the time they are received by the respective trust, the "cash in" method.
Use of the "cash out" method resulted in a larger discount of estimated Retained
Interest due to the timing of the expected excess cash flows released from the
Spread Account. Additionally, interest income earned on the Spread Accounts
became a component of the expected excess cash flows and beginning in the fourth
quarter of fiscal 1998, are no longer recognized as interest income. Offsetting
the lower gain on sales and the reduction of interest earned was an increase in
the accretion of discounted Retained Interest.
Net interest margin after provision for estimated credit losses
decreased 64.8% to $6.6 million for the year ended June 30, 1998, compared to
$18.8 million for fiscal 1997. The decreased interest margin after provision for
credit losses as compared to prior year is a result of a combination of factors
but is primarily due to a decrease in the average receivables held for sale
balance and an increase in the provision for estimated credit losses.
<PAGE>
Interest on receivables held for sale decreased 17.8% to $27.9 million
for the year ended June 30, 1998, compared to $33.9 million for year ended June
30, 1997. The decrease in interest on receivables held for sale resulted from a
decrease in the average outstanding balance of receivables held for sale to
$206.2 million for the year ended June 30, 1998, from $228.3 million for fiscal
1997, which was a result of decreased receivable acquisitions during the first
three quarters of fiscal 1998. Interest earned during fiscal 1999 on the Tier II
and marine portfolios was approximately $5.2 million and $801,000, respectively.
Retained interest and other interest income decreased 12.8% to $12.9
million for the year ended June 30, 1998, compared to $14.8 million for the year
ended June 30, 1997. Retained interest and other interest income is composed of
interest on restricted cash accounts (collection and spread), accretion of
discount and rebates received in excess of original estimate for fiscal 1997.
The decrease is partially due to the reclassification of collection account
interest. As a result of the implementation of SFAS 125, the Company established
a Servicing Asset related to all securitization transactions after UACSC 1996-D.
The Servicing Asset related to fiscal 1998 Securitizations totaled $2.3 million
compared to $1.5 million for fiscal 1997 Securitizations. Such amounts equal the
discounted projected cash flow of the interest earned on the collection account
and are deemed to be additional servicing compensation. Such amounts were
recognized as a component of the gain on sale with the discount being accretive
into income in future periods. Establishment of the Servicing Asset had the
effect of reducing other interest income by $1.1 million and $153,000 for the
years ended June 30, 1998 and 1997, respectively. The decrease related to the
establishment of the Servicing Asset was partially offset by higher average
balances on the cash collection and Spread Accounts. The average balance of
these accounts was $139.2 million in fiscal 1998, compared to $127.4 million in
fiscal 1997. The increased restricted cash balances result from the increased
size of the securitized servicing portfolio. Average securitized receivable
balances were $1,793.3 million during fiscal 1998, compared to $1,445.4 million
in fiscal 1997. The decrease in retained interest and other interest income is
also a result of the reclassification of rebates received in excess of original
estimate. During fiscal 1998, rebates received in excess of original estimate,
inherent in the gain calculation, were recorded as a reduction of Retained
Interest, but were recorded as other interest income in fiscal 1997 and totaled
$2.3 million. The change in recording excess rebates was made during the third
quarter of fiscal 1997. Cash collection accounts represent customer payments
held in trust until disbursement by the trustee. Interest is earned by the
Company on these funds prior to distribution of such funds to investors and
servicer. Spread Account balances represent credit enhancement on the
securitized pools; the Spread Account requirements are affected by the size of
the securitized servicing portfolio as well as loss and delinquency trends which
may trigger higher spread requirements.
Interest expense increased 1.6% to $26.1 million for the year ended
June 30, 1998, from $25.7 million for the year ended June 30, 1997. The increase
relates to the issuance of $65.0 million in Senior Notes during March 1997
resulting in higher long-term debt expense for all four quarters of fiscal 1998,
but only the fourth quarter of fiscal 1997. Interest expense related to
long-term debt was $19.5 million and $15.7 million for the years ended June 30,
1998 and 1997, respectively. The increase in interest expense related to
long-term debt was offset by a decrease in the average warehouse borrowing needs
for fiscal 1998 compared to fiscal 1997. The average outstanding borrowings were
$111.2 million for the year ended June 30, 1998, compared to $174.2 million for
the year ended June 30, 1997. The average cost of funds on the combined
long-term debt and warehouse borrowings increased to 7.86% for the year ended
June 30, 1998, from 7.39% for the year ended June 30, 1997. Interest rates on
the Credit Facilities are variable in nature and are affected by changes in
market rates of interest.
Provision for estimated credit losses increased to $8.1 million for the
year ended June 30, 1998, compared to $4.2 million for the year ended June 30,
1997. Increased provisions were made in response to increased losses and
delinquency trends being experienced by the Company during the latter part of
fiscal 1997 and the first quarter of fiscal 1998 and the consumer finance
industry in general. The increase in the provision was also related to a higher
balance of modified receivables at June 30, 1998, compared to June 30, 1997,
that were not eligible for Securitization until the fourth quarter of fiscal
1998.
<PAGE>
Gain (Loss) on Sales of Receivables, net and interest rate risk. Gain
(Loss) on Sales of Receivables continues to be a significant element of the
Company's net earnings. The Gain (Loss) on Sales of Receivables is affected by
several factors, primarily the amount of receivables securitized, the net spread
and the level of estimated credit losses. Historically, the Company has
estimated the Future Servicing Cash Flows recognized as a component of the gain
on sale by discounting the projected Future Servicing Cash Flows from the time
they are received by the respective trust. However, management implemented the
"cash out" method during the fourth quarter of fiscal 1998 which discounts the
expected Future Servicing Cash Flows from the time they are released from the
Spread Account to the Company. Loss on sales of receivables totaled $11.9
million for the year ended June 30, 1998, compared to a gain of $963,000 for the
year ended June 30, 1997. The decrease in Gain (Loss) on Sales of Receivables is
primarily a result of lower gains recognized on fiscal 1998 securitization
transactions compared to fiscal 1997. The gain for the years ended June 30, 1998
and 1997, consisted of gains on new securitization transactions of $19.6 million
and $32.1 million, (including $2.3 million and $1.5 million of Servicing Asset
income), offset by charges for other than temporary impairments of Retained
Interest of $23.6 million and $31.2 million, respectively. The net gain for the
year ended June 30, 1998, was also lower than prior year due to a $7.9 million
charge related to the implementation of the "cash out" method of valuing
Retained Interest. The decrease in the Gain (Loss) on Sales of Receivables is
also attributed to a 21.9% decrease in the volume of receivables securitized to
$948.1 million for fiscal 1998, compared to $1,214.3 million for fiscal 1997.
Additionally, the weighted average net spread decreased to 5.28% for the year
ended June 30, 1998, compared to 5.36% for the year ended June 30, 1997. Credit
loss assumptions on the Tier I transactions were 4.00% throughout fiscal 1998
compared to 3.25% throughout most of fiscal 1997. The allowance for credit
losses was 12.00% for the Tier II fiscal 1998 Securitization compared to 10.00%
for the two previous Securitizations.
Gross and net spreads. Market interest rates were lower in fiscal 1998
as compared to the corresponding periods of fiscal 1997. Net spreads peaked in
the third quarter of fiscal 1997 at 5.43% and fluctuated over the succeeding
five quarters between 5.06% and 5.38%.
Servicing fees, net is comprised of fees earned by the Company as
Servicer of the securitized receivable portfolio (typically 1.00% per annum).
Servicing fees, net increased 12.7% to $19.1 million for the year ended June 30,
1998, compared to $16.9 million for the year ended June 30, 1997. The average
securitized receivable portfolio increased 24.1% to $1.8 billion for the year
ended June 30, 1998, from $1.4 billion for the year ended June 30, 1997.
Late charges and other fees increased 7.0% to $4.1 million for the year
ended June 30, 1998, from $3.8 million for the year ended June 30, 1997. The
increase in fiscal 1998 resulted primarily from increases in late charge fee
income to $3.3 million from $2.6 million in the prior year but was offset by a
decrease in other fees. The increase in late charge fee income is primarily due
to the increase in the servicing portfolio as well as higher delinquencies
experienced during fiscal 1998 compared to fiscal 1997.
Salaries and benefits expense increased 24.0% to $19.4 million for the
year ended June 30, 1998, from $15.7 million for the year ended June 30, 1997.
This increase resulted primarily from an increase in FTE's. Average FTE's for
the year ended June 30, 1998, were 466 compared to 368 for the year ended June
30, 1997. The Company experienced growth in collections, human resources and
training, operations, systems and retail operations. The increases in the
collections and operations areas were in response to an increase in the
servicing portfolio and an increase in delinquencies during fiscal 1998.
Increases in human resources and training resulted from a focus on providing
better training to employees. The systems area increased because of a Company
commitment to improve internal analysis and reporting of corporate financial,
origination and collection data that is now being used to improve operations and
lead to a stronger more profitable portfolio. The increase in the number of
reconditioning and remarketing operations employees was due to the opening of a
new automotive dealership in July 1998 to facilitate remarketing of repossessed
vehicles. Increases in salary and benefit expense were also due to annual merit
increases for the Company's existing employees.
<PAGE>
Other general and administrative expense includes occupancy and
equipment costs, outside and professional services, receivable expenses,
promotional expenses, travel, office supplies and other. Other general and
administrative expense increased 8.7% to $16.1 million for the year ended June
30, 1998, from $14.8 million for the year ended June 30, 1997. The increase in
other general and administrative expense was primarily attributed to an increase
in consulting and professional fees for the Activity Based Management ("ABM")
consulting project that began in July 1997 and the non-recurring fees related to
the change in commercial domicile for five of the Company's subsidiaries. ABM is
used as a tool to better manage the Company's business and to improve the
pricing of products and overall operating efficiency. The change in commercial
domicile provided a one-time income tax benefit of $860,000 in the second
quarter of fiscal 1998 which was recorded as a component of income tax expense.
Financial Condition
Receivables held for sale, net and servicing portfolio. Receivables
held for sale, net includes the principal balance of receivables held for sale,
net of unearned discount, allowance for estimated net credit losses, receivables
in process, and prepaid Dealer Premiums. Receivables, net increased to $267.3
million at June 30, 1999, from $118.3 million at June 30, 1998. This increase
was primarily due to the timing of the fiscal 1999 fourth quarter Securitization
in May compared to the fiscal 1998 fourth quarter Securitization in June. The
timing difference resulted in more receivables on balance sheet at June 30, 1999
compared to June 30, 1998. The increase was offset by the Securitization of all
eligible Tier II receivables and approximately $11.0 million of modified
receivables. Allowance for credit losses on receivables held for sale was $2.8
million at June 30, 1999, compared to $1.9 million at June 30, 1998. The Company
serviced $2.3 billion and $1.9 billion in securitized receivables, and the total
servicing portfolio was $2.5 billion and $2.0 billion as of June 30, 1999 and
1998, respectively.
Retained interest in securitized assets ("Retained Interest"). Retained
Interest increased $19.3 million to $190.9 million at June 30, 1999, from $171.6
million at June 30, 1998. The Retained Interest balance increased or decreased
by amounts capitalized upon consummation of the Tier I Securitizations including
estimated Dealer Premium rebates, collections, accretion of discount, change in
spread accounts, impairment and net change in unrealized gain. The Company's
collections are the receipt of the net interest spread.
The following table illustrates the components of the increase in
Retained Interest:
Amounts capitalized (including estimated dealer rebates) $ 80,518
Collections (57,712)
Accretion of discount 18,700
Change in spread accounts 1,644
Impairment (11,917)
Net change in unrealized gain (11,961)
------------
Increase in Retained Interest $ 19,272
============
Beginning in the fourth quarter of fiscal 1999, the Company began using
tiered discount rates based on a pool's specific risk factors up to 900 basis
points over the applicable U.S. Treasury Rate. This change in estimate had the
effect of reducing Retained Interest by $11.8 million at June 30, 1999.
Allowance for estimated credit losses on securitized receivables is included as
a component of Retained Interest. At June 30, 1999, the allowances related to
both Tier I and Tier II securitized receivables totaled $104.4 million, or 4.63%
of the total securitized receivable portfolio, compared to $90.2 million, or
4.67%, at June 30, 1998. The Company's assumptions for valuing Retained Interest
on a "cash out" basis at June 30, 1999, include the Company's latest estimates
for net credit losses of 4.00% to 6.39% on Tier I receivables and 12.00% to
14.72% on Tier II receivables as a percentage of original principal balance over
the life of receivables, annual prepayment estimates ranging from 22.10% to
28.00% on Tier I receivables and 17.06% to 20.49% on Tier II receivables and
discount rates ranging from 8.06% to 14.49% on Tier I receivables and 12.09% to
15.43% on Tier II receivables. The weighted average discount rate used to value
Retained Interest at June 30, 1999 and 1998 was 12.83% and 9.33%, respectively.
Impairment of Retained Interest, an available-for-sale security, is measured on
a disaggregate basis (pool by pool) in accordance with SFAS 115. See - "Note 1
of the Consolidated Financial Statements."
<PAGE>
Amounts due under credit facility and long-term debt. Beginning in
August 1995, after the Spin-off from its parent, the revolving Credit Facilities
and Senior Notes constituted the Company's primary funding sources. The Company
issued in a private placement $46.0 million in Senior Subordinated Notes in
April 1996 and $65.0 million in Senior Notes in March 1997. The balance of the
Credit Facility and the Senior and Senior Subordinated Notes was $384.5 million
at June 30, 1999, compared to $294.1 million at June 30, 1998. The increase in
borrowings was primarily related to the timing of the Securitization in the
fourth quarter of fiscal 1999 but was offset by a required principal payment on
the Company's Senior Note in August 1998 of $22.0 million. The June 1999 quarter
Securitization was effected during the second month of the quarter while the
fiscal 1998 fourth quarter Securitization was effected during the third month of
the quarter. The timing difference resulted in the Company borrowing a greater
amount in respect of receivable acquisitions for more days after the closing of
the securitization transaction in the quarter ended June 30, 1999, compared to
the quarter ended June 30, 1998.
Current and deferred income taxes payable. The current and deferred
income taxes payable totaled $16.0 million at June 30, 1999, compared to $9.6
million at June 30, 1998. The increase is a result of current year net earnings
compared to a prior year net loss and as a result of the deferral of a portion
of the gain on sale of receivables for the Securitizations effected during
fiscal 1999 in excess of previously deferred income recognized currently for tax
purposes.
<PAGE>
Liquidity and Capital Resources
Sources and uses of cash in operations. The Company's business requires
significant amounts of cash to support operations. Its primary uses of cash
include: (i) acquisitions and financing of receivables; (ii) payment of Dealer
Premiums; (iii) securitization costs including cash held in Spread Accounts and
similar cash collateral accounts under the Credit Facility; (iv) servicer
advances of payments on securitized receivables pursuant to securitization
trusts; (v) losses on hedging transactions realized in connection with the
closing of securitization transactions where interest rates have declined during
the period covered by the hedge; (vi) operating expenses; (vii) payment of
income taxes; and (viii) interest expense. The Company's sources of cash from
operations include: (i) standard servicing fees; generally 1.00% per annum of
the Tier I securitized portfolio; (ii) Future Servicing Cash Flows; (iii) Dealer
Premium rebates; (iv) gains on hedging transactions realized in connection with
the closing of securitization transactions where interest rates have increased
during the periods covered by the hedge; (v) interest income; (vi) sales of
receivables in securitization transactions; and (vii) proceeds from sale of
interest-only strips in conjunction with securitization transactions. Net cash
from operating activities decreased to ($212.1) million for the year ended June
30, 1999, from net cash from operating activities of ($37.6) million for the
year ended June 30, 1998. The decrease was primarily attributable to a decrease
in receivables securitized relative to receivables acquired and a decrease in
proceeds from the sale of interest-only strips. Proceeds from the sale of
interest-only strips generated $2.8 million in cash for the year ended June 30,
1999, compared to $13.9 million for the year ended June 30, 1998. In structuring
a securitization, the Company considers many factors in order to achieve the
most cost effective structure which provides the largest proceeds. Given the
asset-backed market, the available net spread in the fiscal 1999
securitizations, and the Company's cash position, the Company chose to sell
fewer interest only securities than in the prior year. The decrease was also a
result of gain on sale of receivables of $39.2 million for the year ended June
30, 1999, compared to $19.3 million for 1998, respectively. Net cash from
investing activities was $54.3 million and $25.8 million for the years ended
June 30, 1999 and 1998, respectively. The increase over prior year relates to
higher collection on Retained Interest due to lower net credit losses offset by
an increase in the purchase of property for the new car franchised dealership.
Derivative financial instruments. Derivative financial instrument
transactions may represent a source or a use of cash during a given period
depending on changes in interest rates. During fiscal 1999, derivative financial
instrument transactions have required a net use of cash of $3.2 million compared
to $2.7 million used during fiscal 1998.
Financing activities. Net cash from financing activities for fiscal
1999 was $90.3 million compared to $28.7 million in the prior year. The increase
was a result of an increase in warehouse borrowings at June 30, 1999, relative
to the balance at June 30, 1998, offset by a required principal payment of
long-term debt of $22.0 million in August 1998. The Company has substantial
capital requirements to support its ongoing operations and anticipated growth.
The Company's sources of liquidity are currently funds from operations,
securitization transactions and external financing including long-term debt, and
the Credit Facility. Historically, the Company has used the securitization of
receivable pools as its primary source of long-term funding. In August 1999, the
Company established an additional source of liquidity through a securitization
arrangement with a commercial paper conduit which will be available for future
use as management deems appropriate. Such facility has a capacity of $250.0
million, all of which is currently available. Securitization transactions enable
the Company to improve its liquidity, to recognize gains from the sales of the
receivable pools while maintaining the servicing rights to the receivables, and
to control interest rate risk by matching the repayment of amounts due to
investors in the securitization transaction with the actual cash flows from the
securitized assets. Between securitization transactions, the Company relies
primarily on the Credit Facility to fund ongoing receivable acquisitions (not
including Dealer Premiums). In addition to receivable acquisition funding, the
Company also requires substantial capital on an ongoing basis to fund the
advances of Dealer Premiums, securitization transaction costs, servicing
obligations and other cash requirements described above. The Company's ability
to borrow under the Credit Facility is dependent upon its compliance
<PAGE>
with the terms and conditions thereof. The Company's ability to obtain successor
facilities or similar financing will depend on, among other things, the
willingness of financial institutions to participate in funding automobile
financing business and the Company's financial condition and results of
operations. Moreover, the Company's growth may be inhibited, at least
temporarily, if the Company is not able to obtain additional funding through
these or other facilities or if it is unable to satisfy the conditions to
borrowing under the Credit Facility. The Company consistently assesses it's
long-term receivable funding arrangements with a view to optimizing cash flows
and reducing costs. In anticipation of some volatility in the asset-backed and
swap markets during the final calendar quarter of 1999 the Company is currently
exploring its options for funding during that period. The Company has several
options for funding in the last calendar quarter including, but not limited to,
a public asset backed securitization, a sale into the recently closed commercial
paper facility, a private sale, or temporarily holding the receivables. The
Company will continue to evaluate market conditions and available liquidity
throughout the quarter. If the Company's cash position and available short-term
funding is sufficient, there is a possibility that the Company may not
securitize during the final quarter of calendar 1999.
Warehouse facility. The Company has borrowing arrangements with an
independent financial institution for a $500.0 million Credit Facility that is
insured by a surety bond provider to fund receivable acquisitions. The Credit
Facility provides funding for receivable acquisitions at a purchase price of up
to 100% of the outstanding principal balance of eligible receivables at the time
of purchase and the advance rate may be adjusted based on an actual net yield
percentage that is measured monthly on all receivables in the Warehouse. In
connection with the annual renewal of the Credit Facility in September 1999, the
facility size was increased from $450.0 million to $500.0 million. At June 30,
1999 and 1998, $185.5 million and $73.1 million was utilized, and an additional
$67.2 million and $4.7 million was available to borrow based on the outstanding
principal balance of eligible receivables, respectively. According to the credit
agreement, modified receivables can not be pledged as collateral, thus, they are
not considered eligible receivables that can be borrowed against.
Long-term debt. The Company issued $110.0 million of 8.53% Senior Notes
due August 1, 2002, in connection with the Company's initial public offering.
Interest on the Notes is payable semiannually, and principal payments began
August 1, 1998, and are due on each subsequent August 1, in the amount equal to
approximately 20% of the stated original principal balance. In April 1996, the
Company completed a private placement of $46.0 million of 9.99% Senior
Subordinated Notes due March 30, 2003, with interest payable quarterly and
principal due at maturity. In March 1997, the Company issued $65.0 million of
Senior Notes due December 27, 2002. The Notes were issued as "Series A" in the
principal amount of $50.0 million at 7.75% interest and "Series B" in the
principal amount of $15.0 million at 7.97% interest. Interest on the Notes is
payable semiannually and a principal payment is due March 15, 2002, in the
amount equal to approximately 33 1/3% of the stated original balance.
The Company's credit agreements, among other things, require compliance
with monthly and quarterly financial maintenance tests as well as restrict the
Company's ability to create liens, incur additional indebtedness, sell or merge
assets and make investments. The Company is in compliance with all covenants and
restrictions imposed by the terms of indebtedness.
Based on current cash flow projections, management believes that the
Company's existing capital resources, the Credit Facility described above,
future earnings, expected growth in receivable acquisitions, and periodic
Securitization of receivables should provide the necessary capital and liquidity
for its operations through at least the next twelve months. The period during
which its existing capital resources will continue to be sufficient will,
however, be affected by the factors described above affecting the Company's cash
requirements. A number of these factors are difficult to predict, particularly
including the cash effect of hedging transactions, the availability of outside
credit enhancement in Securitizations or other financing transactions and other
factors affecting the net cash provided by Securitizations. Depending on the
Company's ongoing cash and liquidity requirements, market conditions and
investor interest, the Company may seek to issue additional debt or equity
securities in the near term. The sale of additional equity, including Class A
Common Stock or preferred stock, would dilute the interests of current
shareholders.
<PAGE>
Discussion of Forward-Looking Statements
The above discussions contain forward-looking statements made by the
Company regarding its results of operations, cash flow needs and liquidity,
receivable origination volume, target spreads, changes in competitive
environment and other aspects of its business. Similar forward-looking
statements may be made by the Company from time to time. Such forward-looking
statements are subject to a number of important factors that cannot be predicted
with certainty and which could cause such forward-looking statements to be
materially inaccurate. Among these factors are the following:
Capital requirements and availability. The Company requires substantial
amounts of cash to support its business and growth as described above. Its cash
requirements can vary depending on the cash-effect of hedging transactions, the
availability of external credit enhancement in Securitizations or other
financing transactions and the other factors that affect the net cash provided
by Securitizations (at closing and over time) as well as the percentage of
principal amount of receivables acquired for which the Company can obtain
Warehouse financing. The Company's ability to meet these ongoing cash and
liquidity requirements depends on several factors. First is the Company's
ability to effect periodic Securitizations of its receivable portfolio and the
terms of such Securitizations which are dependent on market factors generally,
changes in interest rates, demand for Asset-backed Securities and the
asset-backed securities offered in the Company's Securitizations particularly.
Another important factor is the Company's ability to continue to comply with the
terms of its Senior and Senior Subordinated Notes and Warehouse Facility and/or
its ability to obtain funding to replace and/or supplement such facility should
it become necessary to do so. The Company's ability to obtain successor
facilities or similar financing will depend on, among other things, the
willingness of financial institutions to participate in funding automobile
financing businesses and the Company's financial condition and results of
operations. Moreover, the Company's operations may be adversely affected, at
least temporarily, if the Company is not able to obtain additional funding
through these or other facilities or if it is unable to satisfy the conditions
to borrow under the Credit Facility.
Receivable acquisition volume, spread and growth. Many factors affect
the Company's receivable acquisition volume and spread, which have significant
impact on the Company's net earnings. Volume is affected by overall demand for
new and used automobiles in the economy generally, the willingness of automobile
dealers to forward prospective customers' applications to the Company, as well
as the number of qualified customers whose credit is approved and whose
receivables are ultimately acquired by the Company. Competition can impact
significantly both acquisition volume and the interest rate at which receivables
are originated. Generally, competition in the Company's business is intense. The
Buy Rate offered by the Company is a significant competitive factor. A
competitor offering a lower Buy Rate may be more likely to acquire a receivable.
The continued growth of the Company's servicing portfolio will depend
significantly on the receptivity to the Company's program of new dealers in
existing geographic markets as well as new markets and the continued stability
of the Company's relationships with its existing dealer network.
Interest rate risk. The Company's sources for funds generally have
variable rates of interest, and its receivable portfolio bears interest at fixed
rates. The Company therefore bears interest rate risk on receivables until they
are securitized and employs a hedging strategy to mitigate this risk. Prior to
March 1999, as a part of the hedging strategy, the Company used a hedging
vehicle that included the execution of short sales of U.S. Treasury Notes having
a maturity approximating the average maturity of the receivable acquisition
volume during the relevant period. At such time as a securitization was
committed, the hedge was covered by the purchase of a like volume of U.S.
Treasury Notes. Beginning in March 1999, the Company began using a hedging
strategy that primarily consists of forward interest rate swaps having a
maturity approximating the average maturity of the acquisition volume during the
relevant period. At such time a securitization is committed, the interest rate
swaps are terminated. There is no assurance that these strategies will
completely offset changes in interest rates. In particular, such strategies
depend on management's estimates of receivable acquisition volume and timing of
its Securitizations. The Company realizes a gain on its hedging transactions
during periods of increasing interest rates and realizes a loss on such
<PAGE>
transactions during periods of decreasing interest rates. The hedging gain or
loss will in part offset changes in interest rates as reflected by a lower or
higher reported gain on sales of receivables, respectively. Recognition of
unrealized gains or losses is deferred until the sale of receivables during the
Securitization. On the date of the sale, deferred hedging gains and losses are
recognized as a component of the Gain (Loss) on Sales of Receivables.
Receivable losses and prepayment rates. The Company bears the primary
risk of loss due to defaults in its servicing portfolio. Default and credit loss
rates are impacted by general economic factors that affect customers' ability to
continue to make timely payments on their indebtedness. Prepayments on
receivables in the servicing portfolio reduce the size of the portfolio and
reduce the Company's servicing income. The Gain on Sales of Receivables in
connection with each securitization transaction and the amount of Retained
Interest recognized in each transaction reflect deductions for estimates of
future net credit losses and prepayments. The carrying value of Retained
Interest may be adjusted periodically to reflect differences between estimated
and actual credit losses and prepayments on past Securitizations. The Company's
results of operations could be adversely affected if default or prepayment rates
on securitized receivables substantially exceed the estimated levels. In
addition, declines in demand for used cars in the economy generally can
adversely affect the amounts the Company is able to recover upon liquidation of
repossessed vehicles securing defaulted receivables.
Regulation. The Company's business is subject to numerous federal and
state consumer protection laws and regulations which, among other things: (i)
require the Company to obtain and maintain certain licenses and qualifications;
(ii) limit the interest rates, fees and other charges the Company is allowed to
charge; (iii) limit or prescribe certain other terms of the Company's contracts;
(iv) require specified disclosures; and (v) define the Company's rights to
repossess and sell collateral. Changes in existing laws or regulations, or in
the interpretation thereof, or the promulgation of any additional laws or
regulation could have an adverse effect on the Company's business.
Impact of Current Accounting Pronouncements
In June 1998, Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The Statement is
effective for fiscal years beginning after June 15, 2000, as amended, with
earlier application allowed. Management is currently assessing the impact of
this Statement on the financial condition of operations of the Company upon
adoption.
Year 2000 Compliance
During the year ended June 30, 1997, the Company began a risk
evaluation of potential Year 2000 issues. The outcome of this evaluation was the
formation of a Year 2000 Committee that consists of officers and employees of
the Company. The purpose of this committee is to assess all risks, analyze
current systems including information technology ("IT") and non-IT systems,
coordinate upgrades and replacements, and report the current and projected
status of all known Year 2000 compliance issues.
During the assessment phase, over thirty service bureaus and system
vendors which include third parties which the Company has a material
relationship were identified that performed or supplied potential Year 2000
compliance issues. The list included eight service bureaus, seven software
vendors, seven hardware vendors, one electric company, six maintenance and
supplies companies and four telecommunications companies. Once the systems were
identified, an immediate correspondence was established for the purpose of
educating the Company on known Year 2000 issues or Year 2000 compliance
certification.
The systems identified were put through one of two possible phases. If
the vendor provided proof that the system in question had proper Year 2000
compliance certification and a testing cycle was possible, an appropriate
testing cycle was performed. If the testing cycle failed or the system had known
Year 2000 issues, a mission critical evaluation and replacement recommendations
were performed.
<PAGE>
At this time, all known mission critical systems have been either
replaced or upgraded with Year 2000 compliant solutions. The last of these
upgrades was performed in March 1999, as scheduled. The Company has been
re-testing all systems and plans on completing these tests by September 30,
1999. Beginning October 1, 1999, the Company will be entering a "quiet period"
on in-house development and implementations that will last through December 31,
1999. The purpose of the "quiet period" is to eliminate any new Year 2000 issues
by blocking any new software or hardware installations or upgrades except as may
be necessary to correct a Year 2000 problem.
The replacement or remediation costs for Year 2000 compliance issues
with the Company is estimated to be less than $100,000, which the Company
recognizes as incurred. This estimated cost is mostly due to software upgrades
that include new features which are combined with Year 2000 corrections.
The Company estimates that the worst case Year 2000 issue scenario
would be discontinuance of electrical power. Although the Company has numerous
power backup devices, a long-term power outage would have a material adverse
effect on the Company's operations. Although the discontinuance of electrical
power is possible, the Company believes the likelihood of such an outage to be
remote. The Company continuously monitors the status of its Year 2000 plan and,
based on such information, will develop contingency plans as necessary. See -
"Discussion of Forward-Looking Statements".
<PAGE>
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The Company bears the primary risk of loss due to credit losses in its
servicing portfolio. Credit loss rates are impacted by general economic factors
that affect customers' ability to continue to make timely payments on their
indebtedness. Prepayments on receivables in the servicing portfolio reduce the
size of the portfolio and reduce the Company's servicing income. The gain on
sales of receivables in connection with each securitization transaction and the
amount of Retained Interest recognized in each transaction reflect deductions
for estimates of future defaults and prepayments. The carrying value of Retained
Interest may be adjusted periodically to reflect differences between estimated
and actual net credit losses and prepayments on past Securitizations. For
example, if net credit losses increased or decreased by 100 basis points on a
$300.0 million Securitization, the gain on sale would result in a reduction or
an increase of the Gain (Loss) on Sales of Receivables by approximately $3.0
million pre-tax, before consideration of any discounting. The same 100 basis
points increase or decrease would result in a reduction or an increase of the
Retained Interest of approximately $23.0 million, before consideration of any
discounting, based on a securitized receivable portfolio of $2.3 billion at June
30, 1999. The forgoing examples are developed utilizing the cash flow model
employed by management to calculate the fair market value of Retained Interest
by changing the credit loss assumption as described. The Company does not
believe fluctuations in interest rates materially affect the rate of prepayments
on receivables. See "Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition" and "Item 8. Financial Statements and
Supplementary Data -Notes 1 and 5."
The Company's sources of funds generally have variable rates of
interest, and its receivable portfolio bears interest at fixed rates. The
Company therefore bears interest rate risk on receivables until they are
securitized and employs derivative financial instruments to mitigate this risk.
As a part of the Company's hedging strategy, the Company executed short sales of
U.S. Treasury securities having a maturity approximating the average maturity of
receivables to be acquired during the relevant period until March 1999.
Beginning in March 1999, the Company began using a hedging strategy that
primarily consists of the execution of forward interest rate swaps. There is no
assurance that these strategies will completely offset changes in interest
rates. In particular, such strategies depend on management's estimates of
receivable acquisition volume and timing of its Securitizations. The Company
realizes a gain on its hedging transactions during periods of increasing
interest rates and realizes a loss on such transactions during periods of
decreasing interest rates. The hedging gain or loss should substantially offset
changes in interest rates as seen by a lower or higher reported gain on sales of
receivables, respectively. Recognition of unrealized gains or losses is deferred
until the sale of receivables during the Securitization. On the date of the
sale, deferred hedging gains and losses are recognized as a component of Gain
(Loss) on Sales of Receivables. Increases or decreases in interest rates reduce
or increase the fair value of long-term debt, respectively. At June 30, 1999,
the Company had an unrealized hedging loss on forward interest rate swaps of
$1.1 million based on notional amounts outstanding of $438.0 million. See "Item
7. Management's Discussion and Analysis of Results of Operations and Financial
Condition" and "Item 8. Financial Statements and Supplementary Data -Notes 2 and
7."
<PAGE>
The following table presents the principal cash repayments and related
weighted average interest rates by maturity date for current variable rate and
long-term fixed rate debt at June 30, 1999:
<TABLE>
<CAPTION>
2000 2001 2002 2003 Total Fair Value
---- ---- ---- ---- ----- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Amounts due under warehouse facility $185,500 $ - $ - $ - $ 185,500 $ 185,500
Weighted average variable rate 5.09%
Long-term debt $ 22,000 $22,000 $43,667 $111,333 $ 199,000 $ 175,620
Weighted average fixed rate 8.53% 8.53% 8.14% 8.86% 8.63%
</TABLE>
Sensitivity analysis on Retained Interest
At June 30, 1999, key economic assumptions and the sensitivity of the current
fair value of Retained Interest to immediate 10% and 20% adverse changes in
assumed economics is as follows:
<TABLE>
<CAPTION>
Amounts as of June 30, 1999 Tier I Tier II Total
----------- -------------- -----------
<S> <C> <C> <C>
Fair value of retained interest 187,546,378 8,683,356 196,229,735
Prepayment speed assumption (annual rate) 22.10-28.00% 17.06%-20.49%
Impact on fair value of 10% adverse change 181,863,917 8,613,093 190,477,010
Impact on fair value of 20% adverse change 176,468,158 8,544,894 185,013,052
Net loss rate assumption (pool life rate) 4.00%-6.39% 12.00%-14.72%
Impact on fair value of 10% adverse change 169,548,822 7,557,304 177,106,127
Impact on fair value of 20% adverse change 151,450,552 6,390,753 157,841,305
Discount rate assumption (annual rate) 8.06%-14.49% 12.09%-15.43%
Impact on fair value of 10% adverse change 183,577,500 8,515,450 192,092,950
Impact on fair value of 20% adverse change 179,778,418 8,351,847 188,130,265
</TABLE>
These sensitivities are hypothetical and should be used with caution. As the
figures indicate, any change in fair value based on a 10% variation in
assumptions cannot be extrapolated because the relationship of the change in
fair value is not linear. Also, in this table, the effect of a variation in a
particular assumption on the fair value of the retained interest is calculated
independent from any change in another assumption; in reality, changes in one
factor may result in changes in another, which might magnify or counteract the
sensitivities. We have made the assumption that any increase in the discount
rate would cause a corresponding increase in the interest rate earned on the
spread and collection accounts. See - "Discussion of Forward-Looking
Statements."
<PAGE>
Item 8. Financial Statements and Supplementary Data
Independent Auditors' Reports
Board of Directors
Union Acceptance Corporation
Indianapolis, Indiana
We have audited the accompanying consolidated balance sheet of Union Acceptance
Corporation and Subsidiaries (the "Company") as of June 30, 1999, and the
related consolidated statements of earnings, shareholders' equity, and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such 1999 consolidated financial statements present fairly, in
all material respects, the financial position of Union Acceptance Corporation
and Subsidiaries as of June 30, 1999, and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
July 29, 1999
<PAGE>
The Board of Directors
Union Acceptance Corporation:
We have audited the accompanying consolidated balance sheets of Union Acceptance
Corporation and Subsidiaries as of June 30, 1998, and the related consolidated
statements of earnings (loss), shareholders' equity, and cash flows for each of
the years in the two-year period ended June 30, 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Union Acceptance
Corporation and Subsidiaries as of June 30, 1998, and the results of their
operations and their cash flows for each of the years in the two-year period
ended June 30, 1998 in conformity with generally accepted accounting principles.
As discussed in note 1 to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standard No. 125, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities, on January 1, 1997.
/s/ KPMG LLP
KPMG LLP
August 27, 1998
Indianapolis, IN
<PAGE>
<TABLE>
<CAPTION>
UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AT JUNE 30, 1999 1998
(Dollars in thousands, except share data)
- ----------------------------------------------------------------------------------------------------
Assets
<S> <C> <C>
Cash and cash equivalents $ 8,088 $ 75,612
Restricted cash 12,379 17,823
Receivables held for sale, net 267,316 118,259
Retained interest in securitized assets 190,865 171,593
Accrued interest receivable 2,035 1,045
Property, equipment, and leasehold improvements, net 8,375 7,921
Other assets 25,868 19,280
-------- --------
Total Assets $514,926 $411,533
======== ========
Liabilities and Shareholders' Equity
Liabilities
Amounts due under warehouse facilities $185,500 $ 73,123
Long-term debt 199,000 221,000
Accrued interest payable 5,287 6,280
Amounts due to trusts 13,152 15,510
Dealer premiums payable 2,564 1,374
Current and deferred income taxes payable 16,022 9,573
Other payables and accrued expenses 3,922 2,200
-------- --------
Total Liabilities 425,447 329,060
-------- --------
Commitment and Contingencies (Note 11)
Shareholders' Equity
Preferred stock, without par value, authorized 10,000,000 shares; none -- --
issued and outstanding
Class A common stock, without par value, authorized 30,000,000 shares;
5,099,344 and 4,376,446 shares issued and outstanding at June 30, 1999
and 1998, respectively 58,452 58,360
Class B common stock, without par value, authorized 20,000,000 shares;
8,150,266 and 8,855,036 shares issued and outstanding at June 30, 1999
and 1998, respectively -- --
Accumulated other comprehensive earnings, net of income taxes 199 7,609
Retained earnings 30,828 16,504
-------- --------
Total Shareholders' Equity 89,479 82,473
-------- --------
Total Liabilities and Shareholders' Equity $514,926 $411,533
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
FOR THE YEARS ENDED JUNE 30, 1999 1998 1997
(Dollars in thousands, except share data)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest on receivables held for sale $ 33,015 $ 27,871 $ 33,914
Retained interest and other 20,008 12,922 14,810
------------ ------------ ------------
Total interest income 53,023 40,793 48,724
Interest expense 27,451 26,107 25,688
------------ ------------ ------------
Net interest margin 25,572 14,686 23,036
Provision for estimated credit losses 5,879 8,050 4,188
------------ ------------ ------------
Net interest margin after provision
for estimated credit losses 19,693 6,636 18,848
------------ ------------ ------------
Gain (loss) on sales of receivables, net 19,133 (11,926) 963
Servicing fees, net 21,716 19,071 16,919
Late charges and other fees 5,349 4,087 3,820
------------ ------------ ------------
Other revenues 46,198 11,232 21,702
------------ ------------ ------------
Salaries and benefits 23,572 19,427 15,673
Other general and administrative expenses 19,016 16,119 14,829
------------ ------------ ------------
Total operating expenses 42,588 35,546 30,502
------------ ------------ ------------
Earnings (loss) before provision (benefit) for income taxes 23,303 (17,678) 10,048
Provision (benefit) for income taxes 8,979 (7,856) 4,166
------------ ------------ ------------
Net earnings (loss) $ 14,324 $ (9,822) $ 5,882
============ ============ ============
Net earnings (loss) per common share
(basic and diluted) $ 1.08 $ (0.74) $ 0.45
============ ============ ============
Basic weighted average number of common shares
outstanding 13,241,593 13,226,651 13,215,112
Diluted weighted average number of common
shares outstanding 13,253,646 13,226,651 13,215,112
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1999 1998 1997
(Dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net earnings (loss) $ 14,324 $ (9,822) $ 5,882
Adjustments to reconcile net earnings (loss) to net cash
provided (used) by operating activities:
Increase in receivables held for sale, net of liquidations (1,439,172) (953,252) (1,087,065)
Dealer premiums paid, net on receivables held for sale (51,122) (40,526) (53,461)
Proceeds from securitization of receivables held for sale 1,288,071 948,114 1,214,298
Gain on sales of receivables (39,185) (19,253) (46,713)
Proceeds on sale of interest only strip 2,847 13,869 31,773
Impairment of retained interest in securitized assets 11,917 23,636 34,828
Accretion of discount on retained interest in securitized assets (18,700) (7,293) (6,244)
Provision for estimated credit losses 5,879 8,050 4,188
Amortization and depreciation 4,688 4,689 3,979
Restricted cash 5,444 (1,166) (1,868)
Other assets and accrued interest receivable (1,983) (736) (7,824)
Amounts due to trusts (2,358) (557) 8,136
Other payables and accrued expenses 7,275 (3,383) 5,697
----------- ----------- -----------
Net cash from operating activities (212,075) (37,630) 105,606
----------- ----------- -----------
Cash flows from investing activities:
Collections on retained interest in securitized assets
and change in spread accounts 56,068 32,582 20,356
Capital expenditures (1,794) (6,809) (967)
----------- ----------- -----------
Net cash from investing activities 54,274 25,773 19,389
----------- ----------- -----------
Cash flows from financing activities:
Principal payment on long-term debt (22,000) -- --
Stock options exercised 2 -- --
Net change in warehouse credit facilities 112,377 28,668 (143,301)
Proceeds from issuance of senior notes -- -- 65,000
Payment of borrowing fees (102) -- (1,352)
----------- ----------- -----------
Net cash from financing activities 90,277 28,668 (79,653)
----------- ----------- -----------
Change in cash and cash equivalents (67,524) 16,811 45,342
Cash and cash equivalents, beginning of year 75,612 58,801 13,459
----------- ----------- -----------
Cash and cash equivalents, end of year $ 8,088 $ 75,612 $ 58,801
=========== =========== ===========
Supplemental disclosures of cash flow information:
Income taxes paid $ 2,661 $ 22 $ 4,288
Interest paid $ 28,276 $ 24,332 $ 25,268
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1999, 1998 AND 1997
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
Number of
Common Stock Accumulated
Shares Other Total
Outstanding Common Comprehensive Retained Shareholders'
Class A Class B Stock Income Earnings Equity
----------- ----------- -------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1996 4,011,358 9,200,000 $58,180 $ -- $ 20,444 $ 78,624
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive earnings (loss):
Net earnings -- -- -- -- 5,882 5,882
Net unrealized gain on retained
interest in securitized assets -- -- -- 3,785 -- 3,785
Income taxes related to unrealized
gain in securitized assets -- -- -- (1,533) -- (1,533)
----------
Total comprehensive earnings (loss) 8,134
Grants of common stock 5,430 -- 90 -- -- 90
--------- --------- ------- -------- ---------- ----------
Balance at June 30, 1997 4,016,788 9,200,000 58,270 2,252 26,326 86,848
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive earnings (loss):
Net loss -- -- -- -- (9,822) (9,822)
Net unrealized gain on retained
interest in securitized assets -- -- -- 8,527 -- 8,527
Income taxes related to unrealized
gain in securitized assets -- -- -- (3,170) -- (3,170)
----------
Total comprehensive earnings (loss) (4,465)
Grants of common stock 14,694 -- 90 -- -- 90
Conversion of Class B
Common Stock into
Class A Common Stock 344,964 (344,964) -- -- -- --
--------- --------- ------- -------- ---------- ----------
Balance at June 30, 1998 4,376,446 8,855,036 58,360 7,609 16,504 82,473
- ------------------------------------------------------------------------------------------------------------------------------------
Comprehensive earnings (loss):
Net earnings -- -- -- -- 14,324 14,324
Net unrealized gain (loss) on retained
interest in securitized assets -- -- -- (11,961) -- (11,961)
Income taxes related to unrealized
gain in securitized assets -- -- -- 4,551 -- 4,551
----------
Total comprehensive earnings (loss) 6,914
Grants of common stock 17,778 -- 90 -- -- 90
Stock options exercised 350 -- 2 -- -- 2
Conversion of Class B
Common Stock into
Class A Common Stock 704,770 (704,770) -- -- -- --
--------- --------- ------- -------- ---------- ----------
Balance at June 30, 1999 5,099,344 8,150,266 $58,452 $ 199 $ 30,828 $ 89,479
========= ========= ======= ======== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
UNION ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS IN THE PERIOD ENDED JUNE 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business - Union Acceptance Corporation ("UAC") and its
subsidiaries (collectively, the "Company") is an Indiana corporation engaged
primarily in the business of acquiring, securitizing, and servicing retail
automobile installment sales contracts originated by dealerships affiliated with
major domestic and foreign automobile manufacturers. The Company currently
acquires receivables from a network of approximately 4,100
manufacturer-franchised automobile dealerships in 35 states.
The Company's indirect auto program focuses on acquiring one level of
receivable quality. The Company acquires receivables from customers who exhibit
a favorable credit profile ("Tier I") purchasing late model used and, to a
lesser extent, new automobiles. The Company also acquired receivables from
customers with adequate credit quality who would not qualify for the Company's
Tier I credit quality criteria ("Tier II") until January 1, 1999 when the
Company discontinued the acquisition of Tier II receivables. Tier II receivable
acquisitions accounted for 0.9% of total receivable acquisitions during fiscal
1999 and 2.1% of the receivable servicing portfolio at June 30, 1999.
Basis of Financial Statement Presentation - The consolidated financial
statements include the accounts of UAC and its wholly-owned subsidiaries, Union
Acceptance Funding Corporation, UAC Securitization Corporation, Performance
Funding Corporation, Performance Securitization Corporation, UAC Boat Funding
Corp., UAC Finance Corporation, Circle City Car Company, and Union Acceptance
Receivables Corporation.
All significant intercompany balances and transactions have been
eliminated in consolidation. The consolidated financial statements have been
prepared in conformity with generally accepted accounting principles and with
those in the general practice of the consumer finance industry. In preparing the
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ significantly from those
estimates. Material estimates that are particularly susceptible to significant
change in the near term relate to the valuation of retained interest in
securitized assets, gain (loss) on sales of receivables, and the allowance for
credit losses.
Cash and Cash Equivalents - The Company considers all investments with
a maturity of three months or less when purchased to be cash equivalents.
Restricted Cash - Restricted cash primarily consists of funds held in
reserve accounts in compliance with the terms of the Warehouse Facility
Agreements and securitization payahead accounts.
Receivables Held for Sale, Net - All receivables are held for sale and
include automobile, light-truck, van, and other receivables including dealer
premiums. Such receivables are packaged and sold through asset-backed
securitization transactions and are carried at their principal amount
outstanding plus dealer premiums (amortized cost) which approximates the lower
of cost or market, net of unearned discount and the allowance for credit losses.
Interest on these receivables is accrued and credited to interest income based
upon the daily principal amount outstanding. The Company provides an allowance
for credit losses from the date of origination to the date of securitization.
The Company accrues interest on receivables until the earlier of an account
being charged-off or becoming 120 days delinquent.
Receivables held for sale, net includes dealer premiums which are
incentives paid to dealers in connection with the acquisition of receivables.
Dealer premiums are deferred and charged to gain on sale of receivables, net at
the time of sale. A portion of the dealer premiums are refundable by the dealer
to the Company in the event of receivable prepayment or default.
<PAGE>
On January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinquishments of Liabilities (SFAS 125). The adoption of
SFAS 125 had the effect of reducing fiscal 1997 net earnings by $1,311,000 or
$0.10 per share and increasing total shareholders' equity by $941,000.
Accrued Interest Receivable - Accrued interest receivable represents
interest earned but not collected on receivables held for sale.
Property, Equipment, and Leasehold Improvements, Net - Property,
equipment, and leasehold improvements are recorded at cost. Depreciation is
determined on accelerated methods over the estimated useful lives of the
respective assets.
Retained Interest in Securitized Assets and Gain on Sale of Receivables
- - The Company acquires receivables with the intention of reselling them through
securitizations. In the securitization transactions, the Company sells a
portfolio of receivables to a wholly owned subsidiary ("SPS") which has been
established for the limited purpose of buying and reselling the Company's
receivables. The SPS transfers the same receivables to a trust vehicle (the
"Trust"), which issues interest-bearing asset-backed securities. The securities
are generally sold to investors in the public market. The Company provides
credit enhancement for the benefit of the investors in the form of a specific
cash account ("Spread Account") held by the Trust. The Spread Account is
required by the applicable servicing agreement to be maintained at specified
levels.
At the closing of each securitization, the Company allocates its basis
in the receivables between the portion of the receivables sold through the
certificates and the portion of the receivables retained from the
securitizations ("Retained Interest" and "Servicing Assets") based on the
relative fair values of those portions at the date of the sale. The fair value
is based upon the cash proceeds received for the receivables sold and the
estimated fair value of the Retained Interest and Servicing Assets. Retained
Interest consists of the discounted cash flows to be received by the Company.
Servicing Assets represent the present value benefit derived from retaining the
right to service receivables securitized in excess of adequate servicer
compensation. The excess of the cash received over the basis allocated to the
receivables sold, less transaction costs, and hedging gains and losses, equals
the net gain on sale of receivables recorded by the Company.
The Company receives periodic base servicing fees for the servicing and
collection of the receivables. The Company is entitled to the cash flows from
the Retained Interest that represent collections on the receivables in excess of
the amounts required to pay the principal and interest on the securities issued
in the securitization, the base servicing fees and certain other fees such as
credit enhancement fees. In general, at the end of each collection period, the
aggregate cash collections from the receivables are allocated first to the base
servicing fees, then to the security holders for interest at the pass-through
rate on the securities plus principal as defined in the applicable servicing
agreement, and finally to the credit enhancement fees. If the amount of cash
required for the above allocations exceeds the amount collected during the
collection period, the shortfall is drawn from the Spread Account. If the cash
collected during the period exceeds the amount necessary for the above
allocations, and the related Spread Account is not at the required level, the
excess cash collected is retained in the Spread Account until the specified
level is achieved. The cash in the Spread Accounts is restricted from use by the
Company with such amounts included as a component of the Retained Interest. Once
the required Spread Account level is achieved, the excess is released from the
Trust to the Company. Cash held in the various Spread Accounts is invested in
high quality liquid investment securities, as specified in the applicable
servicing agreement. The specified credit enhancement levels are defined in the
applicable servicing agreement as the Spread Account balance expressed generally
as a percentage of the current collateral principal balance.
The average of the annual percentage rates paid on the receivables
exceeds the interest rates on the securities issued in the securitization.
Accordingly, the Retained Interest described above is a significant asset of the
Company. In determining the fair value of the Retained Interest, the Company
must estimate the future rates of net credit losses and credit loss severity,
delinquencies and prepayments, as they impact the amount and timing of the
estimated cash flows. The Company estimates prepayments by evaluating historical
prepayment performance of comparable receivables and the impact of trends in the
economy. The Company has used annual prepayment estimates ranging from 17.06% to
28.00% at June 30, 1999. The Company estimates net credit losses and credit loss
severity using available historical loss data for comparable receivables and the
specific characteristics of the receivables purchased by the Company. The
Company used net credit losses of 4.00% to 6.39% for Tier I receivables and
12.00% to 14.72% for Tier II receivables as a percentage of the original
principal balance over the life of the receivables to value Retained Interest at
June 30, 1999.
The Company records unrealized gains or losses attributable to the
change in the fair value of the Retained Interest in each securitization, which
are recorded as "available-for-sale" securities, net of related income taxes,
until realized. The unrealized gains or losses are recorded as "Accumulated
other comprehensive income", in shareholders' equity. The Company is not aware
of an active market for the purchase or sale of Retained Interest, and
accordingly, the Company determines the estimated fair value of the Retained
Interest by discounting the expected cash flows released from the Trust (the
cash out method) using a discount rate which the Company believes is
commensurate with the risks involved. Beginning in the fourth quarter of fiscal
<PAGE>
1999, tiered discount rates were used based on a pool's specific risk factors up
to 900 basis points over the applicable U.S. Treasury Rate. The Company utilized
discount rates ranging from 8.06% to 15.43% on the estimated cash flows released
from the Spread Account to value the Retained Interest at June 30, 1999. The
weighted average discount rate used to value Retained Interest at June 30, 1999
and 1998 was 12.83% and 9.33% respectively.
An other than temporary impairment adjustment to the carrying value of
the Retained Interest may be required if the present value of an individual
Retained Interest (the pool by pool method), discounted at a risk free rate, is
less than its carrying value. In addition, management evaluates and adjusts
accordingly, if determined necessary, Retained Interest using a pool by pool
method by reviewing current economic trends and trends in the assumptions to
determine if the Retained Interest is other than temporarily impaired. Other
than temporary impairment adjustments are recorded as a component of gain on
sales of receivables, net.
Servicing Assets - The Company receives periodic base servicing fees
for the servicing and collection of the receivables which is considered to be
adequate servicer compensation. Servicing Assets are the Company's present value
benefit derived from retaining the right to service receivables securitized in
excess of adequate servicer compensation. The Company has recorded Servicing
Assets at the time of the sale of receivables and has allocated the total cost
of the receivables to the Servicing Asset retained and the receivables sold
based on their relative fair values. Servicing assets are recognized as a
component of gain on sale of receivables, net. Accretion of related discount to
present value is recognized as a component of interest income.
Servicing Assets are carried at the lower of cost or market and are
included in other assets. Impairment is measured using relative fair value of
the individual Servicing Assets and recognized through a valuation allowance.
Servicing Fees, Net - Servicing fees, net include the contractual fee,
typically one percent of receivables serviced, earned from each trust.
Common Stock - In election of directors, the holders of Class B Common
Stock are entitled to five votes per share, and Class A Common Stock are
entitled to one vote per share. On all matters other than the election of
directors, holders of Class B and A have one vote per share and vote as a single
class.
The Company's charter provides that shares of Class B Common Stock
convert automatically to shares of Class A Common Stock on a share-for-share
basis upon transfer outside a prescribed group of initial holders and certain
affiliates. Pursuant to such provision, 704,770, 344,964 and 0 shares of Class B
Common Stock were converted to shares of Class A Common Stock during fiscal
1999, 1998 and 1997, respectively.
Income Taxes - Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Amounts Due to Trusts - Amounts due to trusts represent monies
collected but not paid to the trustee for principal and interest remittances as
well as recovery payments in respect of securitized receivables. All amounts
collected by the Company are remitted to the trustee within two business days,
and subsequently distributed by the trustee to the investors, servicer, and
credit enhancers on a monthly basis.
<PAGE>
Derivative Financial Instruments - The Company uses derivative
financial instruments as a means of managing the interest rate exposure of its
fixed-rate receivables held for sale and forecasted receivable production
through the estimated date of sale of such receivables in a securitization and
does not use them for trading purposes. Historically, securitizations have
occurred approximately every three months. The derivative financial instruments
are accounted for under the accrual method. Under this method the differential
to be paid or received on instruments is recognized over the life of the
agreements in interest income. Changes in fair value of the interest rate swaps
accounted for under the accrual method are not reflected in the accompanying
financial statements. Prior to March 1999, the Company used a hedging vehicle
that included the execution of short sales of U.S. Treasury Notes having a
maturity approximating the average maturity of the receivable production during
the relevant period. At such time as a securitization was committed, the hedge
would be covered by the purchase of a like volume of U.S. Treasury Notes.
Beginning in March 1999, the Company began using a hedging strategy that
primarily consists of forward interest rate swaps having a maturity
approximating the average maturity of the receivable production during the
relevant period. At such time as a securitization is committed, the interest
rate swaps are terminated. Gains or losses on the terminated interest rate swaps
are included in income at the time the designated receivables are sold and as
such are included in the determination of the gain on sales of receivables. To
qualify for such accounting, the interest rate swaps are designated to the
receivables and alter the receivables' interest rate characteristics.
Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133), was issued in June
1998 and is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000, as amended. This statement establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the consolidated balance sheets and measure those instruments at
fair value. If certain conditions are met, a derivative may be specifically
designated as a fair value hedge, a cash flow hedge, or a hedge of foreign
currency exposure. The accounting for changes in the fair value of a derivative
(gains and losses) depends on the intended use of the derivative and the
resulting designation. The Company has not completed the process of evaluating
the impact that will result from adopting SFAS No. 133 and is therefore unable
to disclose the impact that adopting the statement will have on its financial
position and results of operations when such statement is adopted.
Earnings Per Share - Basic earnings per share for fiscal 1999, 1998,
and 1997 have been computed on the basis of the weighted average number of
common shares outstanding. The effect of stock options not exercised during the
twelve months ended June 30, 1999 are dilutive although the effect on earnings
per share is less than $.01. The effect of stock options not exercised during
the 1998 and 1997 periods presented are anti-dilutive and therefore were not
included in diluted earnings per share; however, effective November 19, 1998,
116,425 outstanding options of non-executive officers were repriced resulting in
those options becoming dilutive.
<PAGE>
The following is a reconciliation of the weighted average common shares
for the basic and diluted earnings per share computation (in thousands, except
share data):
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended For the Year Ended
June 30, 1999 June 30, 1998 June 30, 1997
-------------------------------- -------------------------------- ------------------------------
Net Per Share Net Per Share Net Per Share
Earnings Shares Amount (Loss) Shares Amount Earnings Shares Amount
-------- ------ ------ ------ ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Basic earnings per share $14,324 13,241,593 $1.08 $(9,822) 13,226,651 $(0.74) $5,882 13,215,112 $0.45
Effect of dilutive securities
Stock options -- 12,053 $ -- -- -- $ -- -- $ --
Diluted earnings per share $14,324 13,253,646 $1.08 $(9,822) 13,226,651 $(0.74) $5,882 13,215,112 $0.45
</TABLE>
Segment Information - The Company has adopted SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information (SFAS 131) effective
June 30, 1999. SFAS 131 provides new guidance on segment reporting. The Company
determined it has a single reportable segment which is acquiring, securitizing
and servicing retail automobile installment sales contracts originated by
dealerships affiliated with major domestic and foreign automobile manufacturers.
The single segment was determined based on management's approach to operating
decisions, assessing performance and reporting of financial information.
Reclassification - Certain amounts for the prior periods have been
reclassified to conform to the current presentation.
2. RECEIVABLES HELD FOR SALE, NET
Receivables held for sale, net are as follows (in thousands) at:
June 30,
1999 1998
Principal balance of Tier I receivables $ 260,857 $ 108,159
Principal balance of Tier II receivables 886 7,624
Other receivables 91 171
Receivables in process 27 (154)
Dealer premiums 8,209 4,375
Allowance for credit losses (2,754) (1,916)
--------- ---------
$ 267,316 $ 118,259
========= =========
<PAGE>
Activity in the allowance for credit losses on receivables held for
sale (in thousands):
<TABLE>
<CAPTION>
Year ended June 30,
1999 1998 1997
<S> <C> <C> <C>
Balance at the beginning of the period $ 1,916 $ 780 $ 1,099
Charge-offs (7,708) (10,635) (7,361)
Recoveries 2,667 3,721 2,854
Provision for estimated credit losses 5,879 8,050 4,188
-------- -------- --------
Balance at the end of the period $ 2,754 $ 1,916 $ 780
======== ======== ========
</TABLE>
Notional amounts and unrealized gain (losses) related to outstanding
hedges are as follows (in thousands) at:
June 30,
1999 1998
Notional amounts outstanding $ 438,250 $ 210,000
Unrealized gains (losses) on hedging transactions $ 1,127 $ (394)
The Company had five interest rate swap agreements outstanding totaling
a notional amount of $438 million at June 30, 1999 with maturity dates ranging
from August 2004 to September 2005 and with a weighted average fixed rate of
5.72% and a weighted average receivable rate of 5.84% at June 30, 1999. The
agreements outstanding at June 30, 1999 were for existing receivables
outstanding of $261.7 million and projected future acquisitions of $176.6
million. Of the notional amounts outstanding at June 30, 1999, $380 million were
closed on August 5, 1999, and notional amounts of $210 million were closed in
September 1998 for amounts outstanding at June 30, 1998. The remaining $58
million of notional amounts outstanding at June 30, 1999 that were not closed in
August 1999 represent acquisitions with contract dates in July 1999 that were
not received until August 1999 which was after the securitization cutoff date.
Net realized losses on derivative financial instruments were
approximately $3,190,000, $2,669,000 and $6,293,000 during fiscal 1999, 1998 and
1997, respectively, and are recorded as a component of the gain on sale of
receivables, net.
3. SERVICED RECEIVABLES
The principal balance of receivables serviced are as follows (in
thousands) at:
<TABLE>
<CAPTION>
June 30,
1999 1998
Receivables held for sale:
<S> <C> <C>
Tier I (net of unearned discount) $ 260,857 $ 108,159
Tier II (net of unearned discount) 886 7,624
Other 91 171
---------- ----------
261,834 115,954
Securitized receivables:
Tier I 2,203,509 1,870,750
Tier II 52,906 59,231
Other receivables serviced 821 1,482
---------- ----------
$2,519,070 $2,047,417
========== ==========
</TABLE>
<PAGE>
Certain characteristics of receivables serviced are as follows (in
thousands) at:
<TABLE>
<CAPTION>
June 30,
1999 1998
<S> <C> <C>
Weighted average interest rate (Tier I) 13.08% 13.09%
Weighted average interest rate (Tier II) 18.75% 19.03%
Average receivable balance (Tier I) $ 11,529 $ 10,755
Average receivable balance (Tier II) $ 9,750 $ 10,637
Weighted Average term remaining (Tier I) (months) 57.2 55.3
Weighted Average term remaining (Tier II) (months) 42.9 49.0
</TABLE>
During fiscal 1999, receivable acquisitions relating to customers who
reside in Texas, North Carolina, and California totaled 11.8%, 11.1%, and 7.9%,
respectively, of all receivables acquired. At June 30, 1999, customers who
reside in Texas, North Carolina, and California totaled 13.5%, 11.0%, and 9.5%,
respectively, of the receivable servicing portfolio. A significant adverse
change in the economic climate in Texas, North Carolina, California or other
states could potentially result in fewer receivables acquired as well as impact
the recoverability of Retained Interest. No individual dealer or group of
affiliated dealers accounted for more than 2.1% of the Company's receivable
acquisitions during the year ended June 30, 1999.
4. PROPERTY, EQUIPMENT, AND LEASEHOLD IMPROVEMENTS, NET
Property, equipment, and leasehold improvements, net are as follows (in
thousands) at:
June 30,
1999 1998
Building $ 4,372 $ 3,897
Leasehold improvements 553 354
Land 367 367
Equipment 7,447 6,792
Accumulated depreciation (4,364) (3,489)
------- -------
$ 8,375 $ 7,921
======= =======
<PAGE>
5. RETAINED INTEREST IN SECURITIZED ASSETS
The carrying amount of retained interest in securitized assets is as
follows (in thousands) at:
<TABLE>
<CAPTION>
June 30,
1999 1998
<S> <C> <C>
Estimated gross interest spread from receivables,
net of estimated prepayments and fees $ 248,687 $ 201,082
Estimated dealer premium rebates refundable 22,923 25,718
Estimated credit losses on securitized receivables (104,448) (90,203)
Spread accounts 69,757 68,113
Discount to present value (46,054) (33,117)
----------- -----------
$ 190,865 $ 171,593
=========== ===========
Outstanding balance of securitized receivables serviced $ 2,256,415 $ 1,929,981
=========== ===========
Estimated credit losses as a percentage of
securitized receivables serviced 4.63% 4.67%
</TABLE>
Retained interest in securitized assets activity is as follows (in
thousands):
<TABLE>
<CAPTION>
Year ended June 30,
1999 1998 1997
<S> <C> <C> <C>
Balance at beginning of period $ 171,593 $ 170,791 $ 147,024
Amounts capitalized (including estimated
dealer rebates) 80,518 49,071 68,922
Collections (57,712) (28,951) (28,510)
Accretion of discount 18,700 7,293 6,244
Change in spread accounts 1,644 (3,631) 8,154
Impairment (11,917) (23,636) (34,828)
Change from cash-in to cash-out -- (7,871) --
Net change in unrealized gain (loss) (11,961) 8,527 3,785
--------- --------- ---------
Balance at end of period $ 190,865 $ 171,593 $ 170,791
========= ========= =========
</TABLE>
<PAGE>
Spread account activity is as follows (in thousands) at:
<TABLE>
<CAPTION>
June 30,
1999 1998
<S> <C> <C>
Balance at beginning of period $ 68,113 $ 71,744
Excess cash flows deposited to spread accounts 50,680 25,290
Initial spread account deposits 2,011 10,077
Interest earned on spread accounts 3,313 3,681
Less: excess cash flows released to the Company (54,360) (42,679)
-------- --------
Balance at end of period $ 69,757 $ 68,113
======== ========
</TABLE>
The weighted average yield, on spread accounts was 4.75% and 5.30% for
the years ended June 30, 1999 and 1998, respectively.
Because of current trends with respect to credit loss and delinquency,
and their effects on the valuation of the retained interest in securitized
assets, the Company recorded a pre-tax charge of $11,917,000, $23,636,000 and
$34,828,000 for the impairment of the retained interest in securitized assets
during fiscal 1999, 1998 and 1997, respectively. During the fourth quarter of
fiscal 1999, the Company refined its methodology of determining discount rates
used to calculate the gain on sale of receivables and value Retained Interest.
This change in estimate reduced the retained interest in securitized assets by
$11.8 million as of June 30, 1999, and had the effect of reducing fiscal 1999
net earnings by $3.1 million, pre-tax ($1.9 million net of taxes) or $0.15 per
share.
6. OTHER ASSETS
Other assets are as follows (in thousands) at:
<TABLE>
<CAPTION>
June 30,
1999 1998
<S> <C> <C>
Repossessed assets $ 5,086 $ 5,934
Accrued servicing fees 6,243 3,228
Servicing assets 2,719 2,743
Deferred borrowing fees 1,596 1,981
Income tax receivable 5,000 1,577
Advance of delinquent interest 1,117 1,387
Other 4,107 2,430
------- -------
$25,868 $19,280
======= =======
</TABLE>
7. AMOUNTS DUE UNDER WAREHOUSE FACILITIES
At June 30, 1999 and 1998, the Company, through its wholly owned
special-purpose subsidiaries, had borrowing arrangements with a financial
institution which provided for one and two, respectively, revolving Warehouse
Facilities (the Facilities) with an aggregate borrowing capacity of $450 million
at June 30, 1999 and $400 million at June 30, 1998. During the quarter ended
September 30, 1998, the two Facilities used for the funding of auto receivable
acquisitions were combined into one Facility. Borrowings under the current
Facility are collateralized by certain receivables held for sale. Outstanding
borrowings of the Facility at June 30, 1999 were $185,500,000, and outstanding
borrowings of the two Facilities at June 30, 1998 were $73,123,000. At June 30,
1999 and 1998, an additional $67.2 million and $4.7 million was available to
borrow based on the outstanding principal balance of eligible receivables,
respectively. The weighted average cost of funds including the prefunded amount,
net of income earned, of the Facility(s) for the years ended June 30, 1999 and
1998, was 5.09% and 5.88%, respectively.
<PAGE>
The cost of funds includes a variable interest rate on the outstanding
commercial paper, fees on the used and unused portions of the Facility(s), and
the amortization of prepaid warehouse fees. The largest portion of the cost of
funds related to the Facility(s) is the variable rate interest on the commercial
paper issued by the financing conduit. Upfront warehouse fees are non-recurring
costs related to the initial set-up of the Facility.
The Facility agreement specifies a term of one year and is renewable
annually. The Facility expires in September 1999.
8. LONG-TERM DEBT
In connection with the Company's initial public offering in August
1995, the Company issued, in a private placement, $110 million principal amount
of 8.53% Senior Notes due 2002. Interest on the Senior Notes is payable
semi-annually on February 1 and August 1 of each year, and commenced on February
1, 1996. Principal payments began August 1, 1998, in the amount of $22 million,
and are due on each subsequent August 1, in the amount equal to approximately
20% of the stated original principal balance. The Senior Notes are redeemable,
in whole or in part, at the option of the Company, in a principal amount not
less than $1 million, together with accrued and unpaid interest to the date of
redemption and a yield-maintenance premium as defined in the note agreement.
In April 1996, the Company issued, in a private placement, $46 million
9.99% Senior Subordinated Notes due 2003. Interest on the Senior Subordinated
Notes is payable quarterly on March 30, June 30, September 30 and December 30 of
each year, and commenced on June 30, 1996. The Senior Subordinated Notes are
redeemable, in whole or in part, at the option of the Company, in a principal
amount not less than $1 million, together with accrued and unpaid interest to
the date of redemption and a yield-maintenance premium as defined in the note
agreement.
In March 1997, the Company issued, in a private placement, $50 million
Series A 7.75% Senior Notes due 2002 and $15 million Series B 7.97% Senior Notes
due 2002. Interest on the Senior Notes is payable semi-annually on March 15 and
September 15 of each year and commenced September 15, 1997, with a principal
reduction occurring on March 15, 2002 of $21.7 million. The Senior Notes are
redeemable, in whole or in part, at the option of the Company, in a principal
amount not less than $1 million, together with accrued and unpaid interest to
the date of redemption and a yield-maintenance premium as defined in the note
agreement.
The Company recognized $17,817,000, $19,485,000 and $15,697,000 of
interest expense during the years ended June 30, 1999, 1998 and 1997,
respectively, related to long-term debt.
Scheduled contractual maturities of long-term debt at June 30, 1999 follows:
2000 $ 22,000,000
2001 22,000,000
2002 43,666,667
2003 111,333,333
------------
Total $199,000,000
============
<PAGE>
9. INCOME TAXES
Amounts currently payable at June 30, 1999 and 1998 were $6.3 million
and $0.0, respectively.
The composition of income tax expense (benefit) is as follows (in
thousands):
Year ended June 30,
1999 1998 1997
Current tax expense (benefit) $ 15,252 $ (9,863) $ (1,644)
Deferred tax expense (benefit) (6,273) 2,007 5,810
-------- -------- --------
$ 8,979 $ (7,856) $ 4,166
======== ======== ========
The effective income tax rate differs from the statutory federal
corporate tax rate as follows:
Year ended June 30,
1999 1998 1997
Statutory rate 35.0% 35.0% 35.0%
State income taxes 3.2 3.2 5.5
Change in commercial domicile -- 4.9 --
Other 0.3 1.3 1.0
---- ---- ----
Effective rate 38.5% 44.4% 41.5%
==== ==== ====
The composition of deferred income taxes payable is as follows (in
thousands):
<TABLE>
<CAPTION>
June 30,
1999 1998
Deferred tax assets:
<S> <C> <C>
Net operating losses carryforward $ -- $ 11,304
Allowance for estimated credit losses 1,052 732
Mark to market and allowance for credit losses 2,450 5,713
-------- --------
3,502 17,749
Deferred tax liabilities:
Retained interest in securitized assets 10,875 22,619
Gain on securitizations 2,528 --
Unrealized gain on retained interest in securitized assets (204) 4,703
-------- --------
13,199 27,322
Deferred income taxes payable $ 9,697 $ 9,573
======== ========
</TABLE>
The Company believes the deferred tax assets will more likely than not
be realized due to the reversal of deferred tax liabilities and expected future
taxable income. Accordingly, no deferred tax asset valuation allowance has been
established.
<PAGE>
10. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated carrying values, fair values and various methods and assumptions
used in valuing the Company's financial instruments as of June 30, 1999 and 1998
are set forth below:
<TABLE>
<CAPTION>
1999 1998
------------------------------ -----------------------------
Carrying Fair Carrying Fair
Value Value Value Value
------------------------------ -----------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents $ 8,088 $ 8,088 $ 75,612 $ 75,612
Restricted cash 12,379 12,379 17,823 17,823
Retained interest in securitized assets
(including spread accounts) 190,865 190,865 171,593 171,593
Receivables held for sale, net 267,316 274,180 118,259 121,625
Accrued interest receivable 2,035 2,035 1,045 1,045
Repossessed assets 5,086 5,086 5,934 5,934
Financial Liabilities:
Amounts due under warehouse
facilities 185,500 185,500 73,123 73,123
Long-term debt 199,000 175,620 221,000 195,000
Off-Balance Sheet Derivatives:
Interest rate swap n/a 1,127 n/a n/a
Short sales of U.S. Treasury Notes n/a n/a n/a (394)
</TABLE>
The carrying value approximates fair value due to the nature of these
accounts for the following accounts: cash and cash equivalents, restricted cash,
accrued interest receivable, repossessed assets, and amounts due under warehouse
facilities.
The fair value of receivables held for sale, net, is computed by
assuming such receivables had been securities as of year end and estimating the
discounted future net cash flows using historical prepayment, loss and discount
rates.
The fair value of retained interest in securitized assets is determined
by discounting the expected cash flows released from the spread account using a
discount rate which the Company believes is commensurate with the risks
involved. An allowance for estimated credit losses is established using
information from scoring models and available historical loss data for
comparable receivables and the specific characteristics of the receivables
purchased by the Company. Discount rates utilized are based upon current market
conditions, and prepayment assumptions are based on historical performance
experience of comparable receivables and the impact of trends in the economy.
The fair value of long-term debt is determined by discounting the
scheduled loan payments to maturity using rates that are believed to be
currently available for debt of similar terms and maturities.
The fair value of the derivative financial instruments is the estimated
amount the Company would have to pay to enter into equivalent agreements at June
30, 1999 and 1998, with the counterparty to the swap or short sale agreements,
respectively.
<PAGE>
11. COMMITMENTS AND CONTINGENCIES
Future minimum payments under noncancelable operating leases on
premises and equipment with terms of one year or more as of June 30, 1999 are as
follows:
2000 $1,187,000
2001 954,000
2002 911,000
2003 759,000
2004 --
Thereafter --
----------
Total $3,811,000
==========
These agreements include, in certain cases, various renewal options and
contingent rental agreements. Rental expense for premises and equipment amounted
to approximately $2,074,000, $1,900,000 and $1,572,000 for the years ended June
30, 1999, 1998 and 1997, respectively. A majority of the rental expense relates
to the lease of the Company's principal offices from an affiliate.
12. STOCK-BASED COMPENSATION
The Company has two stock-based compensation plans, which are described
below. The Company applies APB Opinion No. 25, Accounting for Stock Issued to
Employees and related Interpretations in accounting for the plan. Had
compensation cost been determined based on the fair value at the grant date for
awards under those plans consistent with the method of Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS
123), the Company's net income and earnings per share would have been reduced to
the pro forma amounts indicated below (in thousands, except share data):
<TABLE>
<CAPTION>
June 30,
1999 1998 1997
<S> <C> <C> <C>
Net earnings (loss):
As reported $ 14,324 $ (9,822) $ 5,882
Pro forma 13,546 (10,951) 4,543
Net earnings (loss) per common share (basic and diluted):
As reported 1.08 (0.74) 0.45
Pro forma 1.02 (0.83) 0.34
</TABLE>
The Union Acceptance Corporation 1994 Incentive Stock Plan (1994 Plan)
and the Union Acceptance Corporation 1999 Incentive Stock Plan (1999 Plan) are
the Company's long-term incentive plans for directors, executive officers and
other key employees. The plans authorize the Company's Compensation Committee to
award executive officers and other key employees incentive and non-qualified
stock options and restricted shares of Class A Common Stock. A total of 500,000
shares of Class A Common Stock have been reserved for issuance under the 1994
Plan, of which options for 271,875 shares of Class A Common Stock were granted
at an issue price of $16 per share (and subsequently repriced as herein
discussed) to senior officers upon consummation of the Company's initial public
offering of the Class A Common Stock. A total of 300,000 shares of Class A
Common Stock have been reserved for issuance under the 1999 Plan.
Options or other grants to be received by executive officers or other
employees in the future are within the discretion of the Company's Compensation
Committee, although options under the 1999 plan may be granted by the full board
of directors. Stock options granted under the Incentive Stock Plan are
exercisable at such times (up to ten years from the date of the grant) and at
such exercise prices (not less than 85% of the fair market value of the Class A
Common Stock at date of grant) as the Committee determines and will, except in
limited circumstances, terminate if the grantee's employment terminates prior to
exercise. The outstanding options' maximum term is ten years. The majority of
options vest over a period of five years, with one-fifth becoming exercisable on
each anniversary of the option grant.
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes options pricing model with the following weighted
average assumptions used for grants in 1999, 1998, and 1997; dividend yield of
0.0% for all three years; expected volatility of 55.04%, 100.00% and 100.00%,
respectively; weighted average risk-free interest rates of 4.85%, 5.45% and
6.50%, respectively; and expected lives of ten years for all three years.
In November 1998, the Company's Compensation Committee approved a
repricing of the outstanding option grants of all non-executive officers. There
were no changes to the number of options granted or the vesting schedule. A
total of 116,425 option grants with a weighted average exercise price of $14.28
were repriced.
<PAGE>
A summary of the status of the Company's stock option plans as of June
30, 1999, 1998 and 1997 and changes during the years then ended is presented
below:
<TABLE>
<CAPTION>
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- --------- ------- ------------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding at
beginning of year 368,675 $ 14.86 314,485 $ 16.02 276,915 $ 16.03
Options granted 48,700 5.31 74,000 9.69 39,750 16.00
Options reacquired (116,425) $ 14.28
Options granted (repriced) 116,425 5.31
Options exercised (350) 5.31 -- -- -- --
Options canceled (2,360) 5.31 (19,810) 14.63 (2,180) 17.48
------- --------- ------- ------------- ------- ---------
Options outstanding at
end of year 414,665 $ 11.28 368,675 $ 14.86 314,485 $ 16.02
Weighted average fair
value of options
granted during the year $ 3.47 $ 8.86 $ 14.71
</TABLE>
The following table summarizes information about stock options
outstanding at June 30, 1999:
<TABLE>
<CAPTION>
Options outstanding Options exercisable
- --------------------------------------------------------------- ----------------------------------------
Weighted Weighted
Average Remaining Average Average
Number Contractual Exercise Number Exercise
Average exercise price Outstanding Life Price Exercisable Price
- ---------------------- ----------- ---- ----- ----------- -----
<S> <C> <C> <C> <C> <C>
$ 5.31 162,415 7.60 $ 5.31 63,419 $ 5.31
$ 9.69 35,000 8.10 9.69 5,000 9.69
$ 16.00 217,250 6.20 16.00 121,125 16.00
------- ---- --------- ------- ---------
414,665 6.90 $ 11.28 189,544 $ 12.26
======= ==== ========= ======= =========
</TABLE>
In addition to the options outstanding at June 30, 1999, there were
shares 35,725 shares of Class A Common Stock available for future grants or
awards.
The Incentive Stock Plan also provides that each director of the
Company who is not an executive officer is automatically granted shares of Class
A Common Stock with a fair market value of $15,000 following each annual meeting
of shareholders. Shares so granted have a six-month period of restriction during
which they may not be transferred. Shares granted under this section of the
Incentive Stock Plan totaled 17,778, 14,694 and 5,430 in fiscal 1999, 1998 and
1997, respectively, and compensation cost charged against income was $90,000 in
1999, 1998 and 1997.
<PAGE>
13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarterly financial information is as follows (in thousands, except
share data):
<TABLE>
<CAPTION>
Year ended June 30, 1999 First Second Third Fourth Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Interest on receivables held for sale $ 8,251 $ 6,938 $ 8,087 $ 9,739 $ 33,015
Retained interest and other 5,479 5,037 4,798 4,694 20,008
------------ ------------ ------------ ------------ ------------
Total interest income 13,730 11,975 12,885 14,433 53,023
------------ ------------ ------------ ------------ ------------
Interest expense (6,952) (6,338) (6,919) (7,242) (27,451)
Net interest margin 6,778 5,637 5,966 7,191 25,572
Provision for estimated credit losses (2,325) (1,275) (1,225) (1,054) (5,879)
------------ ------------ ------------ ------------ ------------
Net interest margin after provision
for estimated credit losses 4,453 4,362 4,741 6,137 19,693
------------ ------------ ------------ ------------ ------------
Gain (loss) on sales of receivables, net 2,706 4,087 6,386 5,954 19,133
Servicing fees, net 4,953 5,469 5,601 5,693 21,716
Late charges and other fees 1,206 1,173 1,442 1,528 5,349
------------ ------------ ------------ ------------ ------------
Other revenues 8,865 10,729 13,429 13,175 46,198
------------ ------------ ------------ ------------ ------------
Salaries and benefits 5,670 5,453 6,328 6,121 23,572
Other general and administrative fees 4,321 4,856 4,913 4,926 19,016
------------ ------------ ------------ ------------ ------------
Total operating expenses 9,991 10,309 11,241 11,047 42,588
------------ ------------ ------------ ------------ ------------
Earning before provision
for income taxes 3,327 4,782 6,929 8,265 23,303
Provision for income taxes 1,270 1,859 2,665 3,185 8,979
------------ ------------ ------------ ------------ ------------
Net earnings $ 2,057 $ 2,923 $ 4,264 $ 5,080 $ 14,324
============ ============ ============ ============ ============
Net earnings per common
share (basic and diluted) $ 0.16 $ 0.22 $ 0.32 $ 0.38 $ 1.08
============ ============ ============ ============ ============
Basic weighted average common shares
outstanding 13,231,482 13,236,313 13,249,260 13,249,571 13,241,593
Diluted weighted average common
shares outstanding 13,231,482 13,236,313 13,277,130 13,281,142 13,253,646
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year ended June 30, 1998 First Second Third Fourth Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Interest on receivables held for sale $ 6,627 $ 6,473 $ 7,133 $ 7,638 $ 27,871
Retained interest and other 3,113 3,191 3,230 3,388 12,922
------------ ------------ ------------ ------------ ------------
Total interest income 9,740 9,664 10,363 11,026 40,793
Interest expense 6,053 6,167 6,990 6,897 26,107
------------ ------------ ------------ ------------ ------------
Net interest margin 3,687 3,497 3,373 4,129 14,686
Provision for estimated credit losses (1,505) (1,770) (1,900) (2,875) (8,050)
------------ ------------ ------------ ------------ ------------
Net interest margin after provision
for estimated credit losses 2,182 1,727 1,473 1,254 6,636
------------ ------------ ------------ ------------ ------------
Gain (loss) on sales of receivables, net (10,847) 2,020 3,113 (6,212) (11,926)
Servicing fees, net 4,745 4,803 4,742 4,781 19,071
Late charges and other fees 1,020 985 1,065 1,017 4,087
------------ ------------ ------------ ------------ ------------
Other revenues (5,082) 7,808 8,920 (414) 11,232
------------ ------------ ------------ ------------ ------------
Salaries and benefits 4,610 4,871 4,815 5,131 19,427
Other general and administrative expenses 4,013 4,165 4,007 3,934 16,119
------------ ------------ ------------ ------------ ------------
Total operating expenses 8,623 9,036 8,822 9,065 35,546
------------ ------------ ------------ ------------ ------------
Earnings (loss) before provision (benefit)
for income taxes (11,523) 499 1,571 (8,225) (17,678)
Provision (benefit) for income taxes (4,656) (711) 654 (3,143) (7,856)
------------ ------------ ------------ ------------ ------------
Net earnings (loss) $ (6,867) $ 1,210 $ 917 $ (5,082) $ (9,822)
============ ============ ============ ============ ============
Net earnings (loss) per common
share (basic and diluted) $ (0.52) $ 0.09 $ 0.07 $ (0.38) $ (0.74)
============ ============ ============ ============ ============
Weighted average common
shares outstanding (basic and diluted) 13,216,788 13,227,010 13,231,482 13,231,482 13,226,651
</TABLE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Previously Reported
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to directors is
incorporated by reference to the information contained under the caption
"Election of Directors" in the Company's 1999 Proxy Statement for its 1999
Annual Shareholder Meeting (the "1999 Proxy Statement").
Item 11. Executive Compensation
Only the information required by this item to be included with this
report is incorporated by reference to the information contained under the
caption "Compensation" in the 1999 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to
the information contained under the captions "Voting Securities and Principal
Holders Thereof" and "Election of Directors" in the 1999 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to
the information contained under the caption "Certain Transactions with Related
Persons" in the 1999 Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) List the following documents filed as part of the report:
Financial Statements -- Included Under Item 8:
Report of Deloitte & Touche LLP, Independent Auditors
Report of KPMG LLP, Independent Auditors
Consolidated Balance Sheets as of June 30, 1999 and 1998
Consolidated Statements of Earnings (Loss) for the Years Ended
June 30, 1999, 1998, 1997
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1999, 1998, 1997
Consolidated Statement of Shareholders' Equity for the Years
Ended June 30, 1999, 1998, 1997
(b) Reports on Form 8-K
Registrant filed no reports on Form 8-K during the quarter
ended June 30, 1999
(c) The exhibits filed herewith or incorporated by reference
herein are set forth following the signature page which
appears on page 62.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page (Ex. No.
Cross Reference)(1)
- -------------------------------------------------------------------------------
3.1 Registrant's Articles of Incorporation, as amended S-1, 3.1
and restated.
3.2 Registrant's Code of By-Laws, as amended and S-1, 3.2
restated.
3.3 Form of Share Certificate for Class A Common Stock. S-1, 3.3
4.1 Articles V and VI of the Registrant's Articles of S-1, 4.1
Incorporation respecting the terms * of shares of
Common Stock, are incorporated by reference to the
Registrant's Articles of Incorporation filed
hereunder as Exhibit 3.1
4.2 Article III - "Shareholder Meetings," Article VI - S-1, 4.2
"Certificates for Shares," Article VII - "Corporate
Books and Records - Section 3" and Article X -
"Control Share Acquisitions Statute" of the
Registrant's Code of By-Laws are incorporated by
reference to the Registrant's Restated Code of
By-Laws filed herewith as Exhibit 3.2.
4.3 Transfer and Administration Agreement among S-1, 4.3
Enterprise Funding Corporation, Union Acceptance
Funding Corporation and Union Acceptance Corporation,
dated as of June 27, 1995 ("UAFC Transfer and
Administration Agreement").
4.3(a) Amendment No. 1 to UAFC Transfer and Administration 10Q 9/95
Agreement dated September 8, 1995 4.3(a)
4.3(b) Amendment No. 2 to UAFC Transfer and Administration 10Q 9/95
Agreement dated September 29, 1995 4.3(b)
4.3(c) Letter Agreement regarding UAFC Transfer and 10K 1996
Administration Agreement dated November 13, 1995 4.3(c)
4.3(d) Amendment No. 3 to UAFC Transfer and Administration 10K 1996
Agreement dated March 1, 1996 4.3(d)
4.3(e) Letter Agreement UAFC regarding UAFC Transfer and 10K 1996
Administration Agreement dated May 30, 1996 4.3(e)
4.3(f) Amendment No. 4 to UAFC Transfer and Administration 10K 1996
Agreement dated September 5, 1996 4.3(f)
4.3(g) Amendment No. 5 to UAFC Transfer and Administration 10K 1997
Agreement dated October 31, 1996 4.3(g)
4.3(i) Amendment No. 6 to UAFC Transfer and Administration 10Q 12/96
Agreement dated December 23, 1996 4.1
4.3(h) Amendment No. 7 to UAFC Transfer and Administration 10K 1997
Agreement dated March 31, 1997 4.3(h)
4.3(j) Letter Agreement No. 3 with respect to UAFC Transfer 10K 1997
and Administration Agreement, dated April 28, 1997 4.3(j)
4.4 Note Purchase Agreement between Union Acceptance 10K 1995
Corporation and certain lenders dated as of August 7, 4.4
1995.
4.4(a) Amendment No. 1 to Note Purchase Agreement dated 10Q 12/95
November 22, 1995 4.4(a)
4.5 Transfer and Administration Agreement among S-1, 4.5
Enterprise Funding Corporation, Performance Funding
Corporation and Union Acceptance Corporation, dated
as of July 24, 1995.
<PAGE>
4.5(a) Amendment No. 1 to Transfer and Administration 10Q 12/95
Agreement dated September 8, 1995 4.5(a)
4.5(b) Letter Agreement regarding Transfer and 10K 1996
Administration Agreement dated October 12, 1995 4.5(b)
4.5(c) Amendment No. 2 to Transfer and Administration 10K 1996
Agreement dated May 10, 1996 4.5(c)
4.5(d) Letter Agreement regarding Transfer and 10K 1996
Administration Agreement dated July 11, 1996 4.5(d)
4.5(e) Letter Agreement regarding Transfer and 10K 1996
Administration Agreement dated August 20, 1996 4.5(e)
4.5(f) Amendment No. 3 to Transfer and Administration 10Q 12/96
Agreement, dated December 23, 1996 4.2
4.5(g) Letter Agreement No. 4 to Transfer and 10K 1997
Administration Agreement dated April 25, 1997 4.5(g)
4.5(h) Amendment No. 5 to Transfer and Administration 10K 1997
Agreement dated June 6, 1997 4.5(h)
4.5(i) Letter Agreement with regard to Transfer and 10K 1997
Administration Agreement dated June 24, 1997 4.5(i)
4.5(j) Amendment No. 6 to Transfer and Administration Agreement 10K 1997
dated as of July 29, 1997 4.5(j)
4.6 Note Purchase Agreement dated as of April 3, 1996 10Q 3/96
among Union Acceptance Corporation and several 4.1
purchasers of Senior Subordinated Notes due 2003
4.7 Note Purchase Agreement, dated March 24, 1997, among 10Q 3/97
Union Acceptance Corporation and certain purchasers 10.1
of Senior Notes, due 2002.
4.8 Note Purchase Agreement among Union Acceptance Funding
Corporation, Enterprise Funding Corporation, Nationsbank, 10K 1998
N.A., Dated as of September 18, 1998 4.9(a)
4.8(a) Amendment No. 1 to Note Purchase Agreement, dated
September 9, 1999 _____
4.9 Security Agreement among Enterprise Funding Corporation,
Union Acceptance Funding Corporation, Union Acceptance
Corporation, Mbia Insurance Corporation and Nationsbank, 10K 1998
N.A., dated as of September 18, 1998 4.9(b)
4.9(a) Amendment No. 1 to Security Agreement, dated as of
May 25, 1999 _____
4.9(b) Amendment No. 2 to Security Agreement, dated as of
September 9, 1999. _____
9(a) Voting Trust Agreement among Richard D. Waterfield, S-1, 9(a)
as trustee, and certain existing shareholders of
Union Holding Company, Inc., dated June 10, 1994.
9(b) First Amendment to Voting Trust Agreement dated June S-1, 9(b)
1, 1995.
10.1 Remittance Processing Agreement by and between Union S-1, 10.5
Federal Savings Bank of Indianapolis and Union
Acceptance Corporation dated June 29, 1994.
<PAGE>
10.2 Software License and Maintenance Agreement by and S-1, 10.10
between Union Federal Savings Bank of Indianapolis
and Union Acceptance Corporation dated June 29, 1994.
10.3 Loan Servicing Agreement by and between Union Federal S-1, 10.11
Savings Bank of Indianapolis and Union Acceptance
Corporation dated June 29, 1994.
10.4 General Subservicing Agreement by and between Union S-1, 10.12
Federal Savings Bank of Indianapolis and Union
Acceptance Corporation dated as of January 1, 1995.
10.5 Loan Collection Agreement by and between Union S-1, 10.13
Federal Savings Bank of Indianapolis and Union
Acceptance Corporation dated June 29, 1994.
10.6 Letter respecting Terms of Bank Accounts from Union S-1, 10.14
Federal Savings Bank of Indianapolis to Union
Acceptance Corporation dated May 25, 1994.
10.7 Supplement to Account Agreement Re: Drafts by and S-1, 10.15
between Union Federal Savings Bank of Indianapolis
and Union Acceptance Corporation dated June 29, 1994.
10.8 Tax Allocation Agreement by and between Union Holding S-1, 10.16
Company, Inc. and its subsidiaries dated February 1,
1991, as amended.
10.9 Form of Remote Outsourcing Agreement by and between S-1, 10.18
Systematics Financial Services, Inc. and Union
Acceptance Corporation.
10.9(a) Letter Agreement by and among Systematics Financial S-1, 10.18(a)
Services, Inc., Union Federal Savings Bank of
Indianapolis and Union Acceptance Corporation dated
July 13, 1994 respecting Provision of Data Processing
Services.
10.9(b) Memorandum respecting Billing Procedure in connection S-1, 10.18(b)
with Remote Outsourcing Agreement from Systematics
System Financial Services, Inc. to Union Federal
Savings Bank of Indianapolis and Union Acceptance
Corporation dated October 25, 1994.
<PAGE>
10.10 Union Acceptance Corporation Incentive Stock Plan. S-1, 10.24
10.11 Letter respecting Access to Records from Union S-1, 10.25
Acceptance Corporation to Union Federal Savings Bank
of Indianapolis dated September 13, 1994.
10.12 Letter Agreement by and between Union Federal S-1, 10.26
Savings Bank of Indianapolis and Union Acceptance
Corporation dated December 14, 1994 amending and
initiating terms of certain Inter-Company
Agreements.
10.13 Letter respecting terms and conditions of bank S-1, 10.27
accounts from Union Federal Savings Bank of
Indianapolis to Union Acceptance Corporation dated
December 16, 1994.
10.14 Lease Agreement between Waterfield Mortgage Company, 10Q 12/95
Incorporated, and Union Acceptance Corporation dated 10.19
as of November 1, 1995
10.15 Purchase Agreement among Union Acceptance Funding 10Q 3/96
Corporation, Union Acceptance Corporation and Union 10.1
Federal Savings Bank of Indianapolis dated as of
January 18, 1996
10.16 Sublease Agreement between Union Acceptance 10K 1996
Corporation and Union Federal Savings Bank of 10.26
Indianapolis dated as of August 1, 1996
10.17 Annual Bonus Plan for Management Employees, dated 10Q 12/97
July 1, 1997 10.1
10.18 Annual Bonus and Deferral Plan for Senior Officers, 10Q 12/97
dated July 1, 1997 10.2
10.19 Union Acceptance Corporation 1999 Stock Incentive Plan
effective as of July 1, 1999 _____
21 Subsidiaries of the Registrant _____
23.2 Consent of Deloitte & Touche LLP. _____
23.2 Consent of KPMG LLP. _____
27 Financial Data Schedule _____
- --------------------
(1) Exhibits set forth above that are not included with this filing are
incorporated by reference to the Registrant's previously filed registration
statement or reports (and the indicated exhibit number) as indicated in the
right hand column above, as follows:
S-1 -- Refers to Registrant's Registration Statement on Form S-1 (Reg. No.
33-82254
10K 1995 -- Refers to Registrant's Form 10-K for the year ended June 30,
1995
10K 1996 -- Refers to Registrant's Form 10-K for the year ended June 30,
1996
10K 1997 -- Refers to Registrant's Form 10-K for the year ended June 30,
1997
10K 1998 -- Refers to Registrant's Form 10-K for the year ended June 30,
1998
10Q (month/year) -- Refers to Registrant's Form 10-Q for the quarter ended
at the end of such month in such calendar year
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
UNION ACCEPTANCE CORPORATION
September 28, 1999 By: /S/ John M. Stainbrook
-------------------------
John M. Stainbrook
President and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
(1) Principal Executive Officer: )
)
/s/ John M. Stainbrook President and Chief )
John M. Stainbrook Executive Officer )
)
(2) Principal Financial/ )
Accounting Officer: )
)
Treasurer, Secretary)
/s/ Rick A. Brown and Chief Financial )
------------------ Officer )
Rick A. Brown )
)
(3) A Majority of the )
Board of Directors: )
)
/s/ John M. Davis Director ) September 28, 1999
----------------- )
John M. Davis )
)
/s/ Fred M. Fehsenfeld Director )
--------------------- )
Fred M. Fehsenfeld )
)
/s/ Donald A. Sherman Director )
--------------------- )
Donald A. Sherman )
)
/s/ John M. Stainbrook Director )
--------------------- )
John M. Stainbrook )
)
/s/ Jerry D. Von Deylen Director )
--------------------- )
Jerry D. Von Deylen )
)
/s/ Richard D. Waterfield Director )
--------------------- )
Richard D. Waterfield )
)
/s/ Thomas M. West Director )
--------------------- )
Thomas M. West )
AMENDMENT NUMBER 1 TO
NOTE PURCHASE AGREEMENT
AMENDMENT NUMBER 1 TO NOTE PURCHASE AGREEMENT (this
"Amendment"), dated as of September 9, 1999 by and among UNION ACCEPTANCE
FUNDING CORPORATION, a Delaware corporation, as borrower (in such capacity, the
"Issuer"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation, as lender
(the "Company"), and BANK OF AMERICA, N.A., a national banking association
(formerly known as NationsBank, N.A.) ("Bank of America"), as agent for the
Company and the Bank Investors (in such capacity, together with its successors,
the "Agent") and as a Bank Investor individually, amending that certain Note
Purchase Agreement dated as of September 18, 1998 (such agreement as so amended,
the "Note Purchase Agreement").
WHEREAS, the parties hereto mutually desire to make certain
amendments to the Note Purchase Agreement as hereinafter set forth; and
WHEREAS, the Insurer and the Majority Investors have consented
to the execution and delivery of this Amendment by the parties hereto.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, and
except as otherwise provided in this Section 1, capitalized terms shall have the
same meanings assigned thereto in the Note Purchase Agreement.
(a) Section 1.1 of the Note Purchase Agreement is hereby amended by
deleting the definition of "Facility Limit" and replacing it with the following:
""Facility Limit" shall mean $500,000,000."
SECTION 2. Effectiveness. This Amendment shall become
effective upon receipt by the Agent of (i) a fully executed copy of this
Amendment and Amendment Number 2 to the Security Agreement, of even date
herewith, (iii) an executed replacement Note in substantially in the form
attached hereto as Exhibit A, and (iv) an endorsement to the Insurance Policy
reflecting the amended Facility Limit and otherwise acceptable to the Agent (or,
in lieu thereof, the Issuer may cause to be delivered to the Agent a replacement
Insurance Policy reflecting the amended Facility Limit and otherwise in the form
of the Insurance Policy issued on the Closing Date).
SECTION 3. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Issuer, the Borrower, any Bank Investor or the Agent
under the Note Purchase Agreement.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Severability; Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 6. Ratification. Except as expressly affected by the
provisions hereof, the Note Purchase Agreement as amended shall remain in full
force and effect in accordance with its terms and ratified and confirmed by the
parties hereto. On and after the date hereof, each reference in the Note
Purchase Agreement to "this Agreement", "hereunder", "herein" or words of like
import shall mean and be a reference to the Note Purchase Agreement as amended
by this Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment Number 1 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Kevin P. Burns
-------------------------------------------
Name: Kevin P. Burns
Title: Vice President
UNION ACCEPTANCE FUNDING
CORPORATION, as Issuer
By: /s/ Leeanne W. Graziani
-------------------------------------------
Name: Leeanne W. Graziani
Title: President
BANK OF AMERICA, N.A.,
as Agent, Bank Investor and as Collateral Agent
By: /s/ Brian D. Krum
-------------------------------------------
Name: Brian D. Krum
Title: Vice President
Consented and agreed:
MBIA INSURANCE CORPORATION
By: /s/ Nicholas Sourbis
-------------------------------------------
Name: Nicholas Sourbis
Title: Managing Director
<PAGE>
Exhibit A
NOTE
[September __, 1999]
$500,000,000
Reference is hereby made to that certain Note Purchase
Agreement dated as of September 18, 1998 (as amended, supplemented or otherwise
modified in accordance with the terms thereof and in effect from time to time,
the "Note Purchase Agreement") by and among Union Acceptance Funding
Corporation, a Delaware corporation (the "Issuer"), Enterprise Funding
Corporation, a Delaware corporation (the "Company") and Bank of America, N.A., a
national banking association (the "Agent" or the "Bank Investor," as applicable)
and to that certain Security Agreement dated as of September 18, 1998 (as
amended, supplemented or otherwise modified and in effect from time to time, the
"Security Agreement") by and among the Issuer, the Company, UAC, individually
and as Collection Agent, MBIA Insurance Corporation, as Insurer and the Agent,
individually and as Collateral Agent. All capitalized terms used but not defined
herein shall have the meanings assigned thereto in the Note Purchase Agreement
or the Security Agreement, as applicable.
FOR VALUE RECEIVED, the Issuer hereby promises to pay to the
order of the Agent, for the account of the Company or the Bank Investor at the
principal office of the Agent at Bank of America Corporate Center, 100 N. Tryon
Street, Charlotte, North Carolina 28255 a principal sum equal to FIVE HUNDRED
MILLION DOLLARS ($500,000,000), in lawful money of the United States of America
and in immediately available funds.
The date and amount of each Funding extended by the Company or
the Bank Investor, as the case may be, to the Issuer under the Note Purchase
Agreement, and each payment of principal thereof, shall be recorded by the
Agent, for the account of the Company or the Bank Investor, as appropriate, on
its books and, prior to any transfer of this Note (or, at the discretion of the
Company, and/or the Bank Investor, as appropriate, at any other time), endorsed
by the Agent, on behalf of the Company and the Bank Investor on the schedule
attached hereto or any continuation thereof. Although the stated principal
amount of this Note is as stated above, this Note shall be enforceable only with
respect to the Issuer's obligation to pay the principal hereof only to the
extent of the unpaid principal amount of the Fundings outstanding under the Note
Purchase Agreement at the time such enforcement shall be sought.
Interest on the outstanding principal amount of this Note
shall accrue at the rate or rates necessary for the payment to the holder
hereof, on the dates provided for in the Security Agreement, of Carrying Costs
payable to the holder hereof on such date or dates; in all events interest
hereunder in an amount equal to the Interest Component of all Related Commercial
Paper maturing on any day shall be due and payable on such day. Interest due and
payable hereunder shall be payable in accordance with the priorities set forth
in Section 2.3(a) of the Security Agreement.
Principal will be due and payable on each Remittance Date, and
such amounts shall be payable in accordance with Article II of the Security
Agreement.
The entire outstanding principal amount of this Note and
accrued interest thereon will be due and payable on the Remittance Date
occurring in the fourth calendar month following the calendar month in which the
latest maturing Receivable (determined as of the Termination Date) is scheduled
to mature (without regard to extensions subsequently granted on any Receivable
by the Issuer or the Collection Agent).
The Issuer's obligation to make payments hereunder shall be a
limited recourse obligation of the Issuer, payable solely from the Collateral.
The Issuer shall pay all costs of collection of any amount due
hereunder when incurred, including without limitation, reasonable attorney's
fees and expenses, and including all costs and expenses actually incurred in
connection with the pursuit by the holder of any of its rights or remedies
referred to herein or in the Security Agreement or the protection of or
realization upon collateral, and all such costs shall be payable in accordance
with Section 2.3(a)(xiii) of the Security Agreement.
The Issuer waives presentment, notice of dishonor, protest and
other notice or formality with respect to this Note.
THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
UNION ACCEPTANCE FUNDING CORPORATION
By: /s/ Leeanne W.,Graziani
-------------------------------------------
Name: Leeanne W. Graziani
Title: President
<PAGE>
Date Amount of Amount of Principal Notation
Funding Repayment Outstanding By
AMENDMENT NUMBER 1 TO
SECURITY AGREEMENT
AMENDMENT NUMBER 1 TO SECURITY AGREEMENT (this "Amendment"),
dated as of May 25, 1999 by and among UNION ACCEPTANCE FUNDING CORPORATION, a
Delaware corporation, as debtor (in such capacity, the "Debtor"), UNION
ACCEPTANCE CORPORATION, an Indiana corporation ("UAC"), individually and in its
capacity as collection agent (in such capacity, the "Collection Agent"),
ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company"), MBIA
INSURANCE CORPORATION, a New York stock insurance company, as financial guaranty
insurer (the "Insurer") and NATIONSBANK, N.A., a national banking association
("NationsBank"), individually and as collateral agent for the Company, the Bank
Investors, and the Insurer (in such capacity, the "Collateral Agent") amending
that certain Security Agreement dated as of September 18, 1998 (the "Security
Agreement").
WHEREAS, the parties hereto mutually desire to make certain
amendments to the Security Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, and
except as otherwise provided in this Section 1, capitalized terms shall have the
same meanings assigned thereto in the Security Agreement.
(a) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Delinquent Receivable" and replacing it with the following
(solely for convenience changed language is italicized):
""Delinquent Receivable" shall mean an Eligible Receivable: (i) as
to which any payment, or part thereof (provided that such part is
in excess of $10.00), remains unpaid for more than thirty (30)
days from the due date for such payment and (ii) which is not a
Defaulted Receivable."
(b) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Required Reserve Account Amount" and replacing it with the
following (solely for convenience changed language is italicized):
""Required Reserve Account Amount" shall mean, at any time of
determination, an amount equal to the product of (a) the Required
Reserve Account Percentage and (b) the Net Investment divided by
the Noteholder's Percentage."
(c) Section 1.1 of the Security Agreement is hereby amended by adding
thereto a new defined term "Required Reserve Account Percentage" in the
appropriate alphabetical order, and such definition shall read as follows:
""Required Reserve Account Percentage" shall mean the percentage
specified in the following table corresponding to the percentage
of type 54 or type 55 loans (i.e. "non-prime" loans) in relation
to the Net Receivables Balance:
- -------------------------------------------- -----------------------------------
Percentage of Non-Prime Receivables Required Reserve Account Percentage
- -------------------------------------------- -----------------------------------
2.51% or greater 3.00%
- -------------------------------------------- -----------------------------------
0.0 to 2.50% 2.75%
- -------------------------------------------- -----------------------------------
SECTION 2. Amendment to Section 2.3(a). The introductory
paragraph of Section 2.3(a) of the Security Agreement is hereby deleted and
replaced with the following (solely for convenience, added language is
italicized):
"(a) On each Determination Date, the Collection Agent shall
allocate all Collections received during the preceding Settlement
Period as Receipts of Interest or Receipts of Principal. On each
Remittance Date, Receipts of Interest plus all earnings during the
related Settlement Period on amounts on deposit in the Prefunding
Account to the extent not required pursuant to Section 2.11 to be
distributed to the Collection Agent in reimbursement for
previously advanced Interest Reserve Advances plus all amounts
deposited in the Prefunding Interest Reserve Account with respect
to the related Settlement Period (together with any earnings
thereon during such Settlement Period) plus any Interest Reserve
Advance made by the Collection Agent on such Remittance Date
pursuant to Section 2.11 plus any payments to the Debtor under an
Acceptable Hedging Arrangement (it being understood that prior to
a Termination Event and provided that Acceptable Hedging
Arrangements are in place, proceeds from the termination of any
Acceptable Hedging Arrangements in connection with a Take-Out will
be released to the Debtor and not constitute "Available Funds")
plus all amounts to be applied pursuant to Section 2.14(c)(ii)(y)
(the aggregate of such amounts in respect of any remittance date,
the "Available Funds") shall be applied, without duplication, by
the Collection Agent as follows:"
SECTION 3. Amendment to Section 9.6. Section 9.6 of the
Security Agreement is hereby amended to add thereto a new paragraph (c) and such
paragraph shall read as follows:
"(c) The parties hereto agree that the counterparties to
Acceptable Hedging Arrangements shall be third party beneficiaries
of this Agreement and that the provisions of Section 2.3 (a) may
not be amended without the prior consent of such counterparties. "
SECTION 4. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Debtor, the Collection Agent, the Insurer or the
Collateral Agent under the Security Agreement.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Severability; Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 7. Ratification. Except as expressly affected by the
provisions hereof, the Security Agreement as amended shall remain in full force
and effect in accordance with its terms and ratified and confirmed by the
parties hereto. On and after the date hereof, each reference in the Security
Agreement to "this Agreement", "hereunder", "herein" or words of like import
shall mean and be a reference to the Security Agreement as amended by this
Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment Number 1 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Kevin P. Burns
--------------------------------------
Name: Kevin P. Burns
Title: Vice President
UNION ACCEPTANCE FUNDING
CORPORATION, as Debtor
By: /s/ Leeanne W. Graziani
--------------------------------------
Name: Leeanne W. Graziani
Title: President
UNION ACCEPTANCE CORPORATION,
individually and as Collection Agent
By: /s/ Melanie S. Otto
--------------------------------------
Name: Melanie S. Otto
Title: Vice President
<PAGE>
MBIA INSURANCE CORPORATION,
as Insurer
By: /s/ John D. Lohrs
--------------------------------------
Name: John D. Lohrs
Title: Managing Director
NATIONSBANK, N.A.,
individually and as Collateral Agent
By: /s/ Elliott T. Lemon
--------------------------------------
Name: Elliott T. Lemon
Title: Vice President
AMENDMENT NUMBER 2 TO
SECURITY AGREEMENT
AMENDMENT NUMBER 2 TO SECURITY AGREEMENT (this "Amendment"),
dated as of September 9, 1999 by and among UNION ACCEPTANCE FUNDING CORPORATION,
a Delaware corporation, as debtor (in such capacity, the "Debtor"), UNION
ACCEPTANCE CORPORATION, an Indiana corporation ("UAC"), individually and in its
capacity as collection agent (in such capacity, the "Collection Agent"),
ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company"), MBIA
INSURANCE CORPORATION, a New York stock insurance company, as financial guaranty
insurer (the "Insurer") and BANK OF AMERICA, N.A., a national banking
association (formerly known as NationsBank, N.A.) ("Bank of America"),
individually and as collateral agent for the Company, the Bank Investors, and
the Insurer (in such capacity, the "Collateral Agent") amending that certain
Security Agreement dated as of September 18, 1998, as amended by Amendment
Number 1 thereto, dated as of May 25, 1999 (such agreement as so amended, the
"Security Agreement").
WHEREAS, the consent of the Insurer to this Amendment shall
constitute a Revolving Period Extension (as defined in the Insurance Agreement);
WHEREAS, the parties hereto mutually desire to make certain
amendments to the Security Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, and
except as otherwise provided in this Section 1, capitalized terms shall have the
same meanings assigned thereto in the Security Agreement.
(a) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Commitment Termination Date" and replacing it with the
following:
""Commitment Termination Date" shall mean September 7, 2000, or
such later date to which the Commitment Termination Date may be
extended by the Debtor, the Agent and the Bank Investors not later
than 30 days prior to the then current Commitment Termination
Date."
(b) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Facility Limit" and replacing it with the following:
""Facility Limit" shall mean $500,000,000."
(c) Section 1.1 of the Security Agreement is hereby amended by deleting
the reference to "September 17, 1999" in clause (vi) of the definition of
"Termination Date" and replacing such reference with "September 7, 2000".
(d) Section 1.1 of the Security Agreement is hereby amended by deleting
the definition of "Insurer Default" and replacing it with the following:
""Insurer Default" shall mean, at any time, any failure by the
Insurer to make any payment when due under the Insurance Agreement
or under the Policy."
SECTION 2. Amendment to Section 2.3(a)(i). Section 2.3(a)(i)
of the Security Agreement is hereby deleted and replaced with the following:
"(i) first, (A) to pay any amounts due under any Acceptable
Hedging Arrangements, pro rata, in accordance with the amounts due
thereunder, and (B) to the Reserve Account, in the amount of
Reserve Account Advances related to such Settlement Period;"
SECTION 3. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment or waiver
of rights allocated to the Debtor, the Collection Agent, the Insurer or the
Collateral Agent under the Security Agreement.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Severability; Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 6. Ratification. Except as expressly affected by the
provisions hereof, the Security Agreement as amended shall remain in full force
and effect in accordance with its terms and ratified and confirmed by the
parties hereto. On and after the date hereof, each reference in the Security
Agreement to "this Agreement", "hereunder", "herein" or words of like import
shall mean and be a reference to the Security Agreement as amended by this
Amendment.
SECTION 7. Revolving Period Extension. The Insurer agrees and
acknowledges that by giving its consent to this Amendment, this Amendment shall
constitute a Revolving Period Extension under and as defined in the Insurance
Agreement, notwithstanding that the date of this Amendment is less than 30 days
prior to September 17, 1999.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment Number 2 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Kevin P. Burns
------------------------------------
Name: Kevin P. Burns
Title: Vice President
UNION ACCEPTANCE FUNDING
CORPORATION, as Debtor
By: /s/ Leeanne W. Graziani
------------------------------------
Name: Leeanne W. Graziani
Title: President
UNION ACCEPTANCE CORPORATION,
individually and as Collection Agent
By: /s/ Melanie S. Otto
------------------------------------
Name: Melanie S. Otto
Title: Vice President
<PAGE>
MBIA INSURANCE CORPORATION,
as Insurer
By: /s/ Nicholas Sourbis
------------------------------------
Name:Nicholas Sourbis
Title: Managing Director
BANK OF AMERICA, N.A.,
individually and as Collateral Agent
By: /s/ Brian D. Krum
------------------------------------
Name: Brain D. Krum
Title: Vice President
UNION ACCEPTANCE CORPORATION
1999 INCENTIVE STOCK PLAN
1. Purpose. The purpose of the Union Acceptance Corporation 1999 Stock
Option and Incentive Plan (the "Plan") is to provide to directors, officers and
other key employees of Union Acceptance Corporation (the "Company") and its
majority-owned and wholly-owned subsidiaries (individually a "Subsidiary" and
collectively the "Subsidiaries"), including, but not limited to, Union
Acceptance Funding Corporation, UAC Securitization Corporation, Performance
Funding Corporation, Performance Securitization Corporation, UAC Finance
Corporation, UAC Boat Funding Corp. and Circle City Car Company, who are
materially responsible for the management or operation of the business of the
Company or a Subsidiary and have provided valuable service to the Company or a
Subsidiary, a favorable opportunity to acquire Class A Common Stock, without par
value (the "Common Stock"), of the Company, thereby providing them with an
increased incentive to work for the success of the Company and its Subsidiaries
and better enabling each such entity to attract and retain capable executive
personnel.
2. Administration of the Plan.
(a) The Committee. The Plan shall be administered, construed
and interpreted by a committee consisting of at least two members of
the Board of Directors of the Company, each of whom is a disinterested
person within the meaning of the definition of that term contained in
Reg. ss. 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended (the " 1934 Act") and an outside director under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
The members of the Committee shall be designated from time to time by
the Board of Directors of the Company. ("Committee" as used herein
refers to the committee so designated, and, as the context requires,
may also refer to the full Board of Directors or the Special Option
Committee acting under Section 2(c).) In the absence of such
designation, the Committee shall be the Compensation Committee of the
Corporation as long as such committee shall consist solely of
non-employee directors. The decision of a majority of the members of
the Committee shall constitute the decision of the Committee, and the
Committee may act either at a meeting at which a majority of the
members of the Committee is present or by a written consent signed by
all members of the Committee.
(b) Authority of the Committee. The Committee shall have the
sole, final and conclusive authority to determine, consistent with and
subject to the provisions of the Plan:
(i) the individuals ("Optionees or Awardees") to whom
options or successive options, cash awards or shares
(collectively, "Awards") shall be granted under the Plan;
(ii) the time when Awards shall be granted hereunder;
(iii) the number of shares of Common Stock to be
covered under each option and the amount of any cash awards;
(iv) the number of shares to be subject to awards of
restricted shares;
(v) the option price to be paid upon the exercise of
each option;
(vi) the period within which each such option may be
exercised and the period of restriction for restricted share
grants;
(vii) the extent to which an option is an incentive
stock option or a non-qualified stock option;
(viii) the terms and conditions upon which awards of
restricted shares may be granted; and
(ix) the terms and conditions of the respective
agreements by which Awards shall be evidenced.
The Committee shall also have authority to prescribe, amend, waive, and rescind
rules and regulations relating to the Plan, to accelerate the vesting of any
stock options or cash awards made hereunder, to amend the restrictions imposed
on Awards of restricted shares made hereunder, and to make all other
determinations necessary or advisable in the administration of the Plan.
(c) Special Authority. Notwithstanding the above paragraph
2(b),
(i) The full Board of Directors shall have the
special authority from time to time to grant awards and to
make the determinations described in paragraph 2(b)(i)-(viii)
with respect to such grants.
(ii) A special option committee of the Board (the
"Special Option Committee") shall have the special authority
from time to time to grant options and to make the
determinations described in paragraph 2(b)(i)-(viii) with
respect to such options where the number of shares of Common
Stock to be covered under the option is less than one thousand
(1000) and the Optionee is a person not subject to Section 16
of the 1934 Act. Such special committee shall consist of at
least two (2) members of the Board of Directors of the
Company. The member(s) of the special committee may be
designated from time to time by the Board of Directors of the
Company and may include the President or Chief Executive
Officer of the Company.
3. Eligibility. The Committee may, consistent with the purposes of the
Plan, grant Awards to directors, officers and other key employees of the Company
or of a Subsidiary who in the opinion of the Committee are from time to time
materially responsible for the management or operation of the business of the
Company or of a Subsidiary and have provided valuable services to the Company or
a Subsidiary; provided, however, that in no event may any employee who owns
(after application of the ownership rules in ss. 425(d) of the Code) shares of
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or any of its Subsidiaries be granted an
incentive stock option hereunder unless at the time such option is granted the
option price is at least 110% of the fair market value of the stock subject to
the option and such option by its terms is not exercisable after the expiration
of five (5) years from the date such option is granted. Subject to the foregoing
and the provisions of Section 8 hereof, an Optionee, if he is otherwise
eligible, may be granted additional Awards if the Committee shall so determine.
4. Stock Subject to the Plan. A total of 300,000 shares of Common Stock
of the Company shall be reserved for issuance pursuant to Awards granted under
the Plan. Such reserved shares may be authorized but unissued shares or treasury
shares of the Company. Subject to Section 8 hereof, the shares for which options
may be granted under the Plan shall not exceed that number. If any option shall
expire or terminate or be surrendered for any reason without having been
exercised in full, or if an award of restricted shares shall be forfeited, the
unpurchased shares subject thereto shall (unless the Plan shall have terminated)
become available for other options under the Plan. Notwithstanding the forgoing,
no Awardee shall be granted more than 200,000 shares of Common Stock under the
Plan.
5. Terms of Options. Each option granted under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions not inconsistent therewith as the Committee may deem appropriate in
each case:
(a) Option Price. The price to be paid for shares of stock
upon the exercise of each option shall be determined by the Committee
at the time such option is granted, but such price in the case of an
incentive stock option shall not be less than the fair market value, as
determined by the Committee consistent with Treas. Reg. ss. 20.2031-2
and any requirements of ss. 422A of the Code, of such stock on the date
on which such option is granted; and provided, further, that the
Committee may in no event award non-qualified stock options at a price
less than 85% of the fair market value of the Common Stock on the date
of grant, as determined by the Committee consistent with Treas. Reg.
ss. 20.2031-2.
(b) Period for Exercise of Option. An option shall not be
exercisable after the expiration of such period as shall be fixed by
the Committee at the time of the grant thereof, but such period in no
event shall exceed ten (10) years and one day from the date on which
such option is granted; provided, that incentive stock options granted
hereunder shall have terms not in excess of ten (10) years. Options
shall be subject to earlier termination as hereinafter provided.
(c) Exercise of Options. The option price of each share of
stock purchased upon exercise of an option shall be paid in full at the
time of such exercise. Payment may be made:
(i) in cash;
(ii) if the Optionee may do so in conformity with
Regulation T (12 C.F.R. ss. 220.3(e)(4)) without violating ss.
16(b) or ss. 16(c) of the 1934 Act, pursuant to a broker's
cashless exercise procedure, by delivering a properly executed
exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company the total option
price in cash and, if desired, the amount of any taxes to be
withheld from the Optionee's compensation as a result of any
withholding tax obligation of the Company or any of its
Subsidiaries, as specified in such notice; or
(iii) with the approval of the Committee, by
tendering whole shares of the Company's Common Stock owned by
the Optionee and cash having a fair market value equal to the
cash exercise price of the shares with respect to which the
option is being exercised. For this purpose, any shares so
tendered by an Optionee shall be deemed to have a fair market
value equal to the mean between the highest and lowest quoted
selling prices for the shares on the date of exercise of the
option (or if there were no sales on such date the weighted
average of the means between the highest and lowest quoted
selling prices on the nearest date before and the nearest date
after the date of exercise of the option as prescribed by
Treas. Reg. ss. 20.2031-2), provided if there were no sales
during a reasonable period before and after the exercise date,
the fair market value shall be determined by taking the mean
between the bid and asked prices on the exercise date (or, if
none, the weighted average of the means between the bid and
asked prices on the nearest trading date before and the
nearest trading date after the exercise date on which bid and
asked quotations exist) as reported in The Wall Street Journal
or a similar publication selected by the Committee.
The Committee shall have the authority to grant options exercisable in full at
any time during their term, or exercisable in such installments at such times
during their term as the Committee may determine. Installments not purchased in
earlier periods shall be cumulated and be available for purchase in later
periods. The Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of an option shall become exercisable,
whenever it may determine that such action is appropriate by reason of changes
in applicable tax or other laws or other changes in circumstances occurring
after the grant of an option. Subject to the other provisions of this Plan, an
option may be exercised at any time or from time to time during the term of the
option as to any or all whole shares which have become subject to purchase
pursuant to the terms of the option or the Plan, but not at any time as to fewer
than one hundred (100) shares unless the remaining shares which have become
subject to purchase are fewer than one hundred (100) shares. An option may be
exercised only by written notice to the Company, mailed to the attention of its
Secretary, signed by the Optionee (or such other person or persons as shall
demonstrate to the Company his or their right to exercise the option),
specifying the number of shares in respect of which it is being exercised, and
accompanied by payment in full in either cash or by check in the amount of the
aggregate purchase price therefor, by delivery of the irrevocable broker
instructions referred to above, or, if the Committee has approved the use of the
stock swap feature provided for above, followed as soon as practicable by the
delivery of the option price for such shares.
(d) Certificates. The certificate or certificates for the
shares issuable upon an exercise of an option shall be issued as
promptly as practicable after such exercise. An Optionee shall not have
any rights of a shareholder in respect to the shares of stock subject
to an option until the date of issuance of a stock certificate to him
for such shares. In no case may a fraction of a share be purchased or
issued under the Plan, but if, upon the exercise of an option, a
fractional share would otherwise be issuable, the Company shall pay
cash in lieu thereof.
(e) Termination of Option.
(i) In the case of an Optionee who is an Employee,
unless an earlier or later date of termination is specified by
the Committee, any option granted to an Optionee shall expire
and terminate on the date thirty (30) days following
Optionee's termination of employment for any reason other than
retirement, disability or death. In the event of Optionee's
termination of employment due to retirement, disability or
death, any outstanding options shall become exercisable,
whether or not the option was otherwise exercisable at the
date of the Optionee's termination but shall expire as
indicated in the following table.
- -------------------------------------- ----------------------------------------
Circumstance of Expiration Date
Termination
- -------------------------------------- ----------------------------------------
Retirement 3 months after termination of employment
- -------------------------------------- ----------------------------------------
Disability or death 1 year after termination of employment
while employed
- -------------------------------------- ----------------------------------------
Death within 3 months after 1 year after date of death
retirement OR within one year after
termination due to disability
- -------------------------------------- ----------------------------------------
(ii) For purposes of this Plan,
(x) "Disability" means permanent and total
disability as defined in ss. 22(e)(3) of the Code.
(y) "Retirement" means such termination of
employment as shall entitle such individual to early
or normal retirement benefits under any then existing
pension plan of the Company or a Subsidiary.
(z) Leave of absence approved by the
Committee shall not constitute cessation of
employment.
(iii) In the case of an Optionee who is a
Non-employee Director, unless an earlier or later date of
termination is specified by the Committee, any option granted
to such an Optionee shall expire and terminate on the date one
year following the Optionee's resignation or removal or other
discontinuance of service as a director (including
discontinuance by reason of death); provided that in the event
of the death of such Optionee during the one year period
following such date, the Option shall be further extended and
shall expire and terminate on the first anniversary of the
Optionee's date of death.
(iv) If the Optionee dies prior to expiration of the
Option in accordance with the foregoing provisions, the option
may be exercised by the executor or administrator of his
estate or by the person or persons entitled to the option by
will or by applicable laws of descent and distribution,
whether or not the option was otherwise exercisable at the
date of his death.
(v) In no circumstances, shall the Option be
exercisable later than the date on which it would otherwise
expire.
(f) Nontransferability of Option. No option may be transferred
by the Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations
thereunder, and during the lifetime of the Optionee options shall be
exercisable only by the Optionee or his guardian or legal
representative; provided, however, that non-qualified stock options may
be transferred to members of the Optionee's immediate family, to trusts
for the benefit of such immediate family members, and to trusts for the
benefit of the Optionee, to the extent permitted by the stock option
agreement between the Optionee and the Company.
(g) No Right to Continued Service. Nothing in this Plan or in
any agreement entered into pursuant hereto shall confer on any person
any right to continue in the employ or service of the Company or its
Subsidiaries or affect any rights of the Company, a Subsidiary, or the
shareholders of the Company may have to terminate his service at any
time.
(h) Maximum Incentive Stock Options. The aggregate fair market
value of stock with respect to which incentive stock options (within
the meaning of ss. 422A of the Code) are exercisable for the first time
by an Optionee during any calendar year under the Plan or any other
plan of the Company or its Subsidiaries shall not exceed $100,000. For
this purpose, the fair market value of such shares shall be determined
as of the date the option is granted and shall be computed in such
manner as shall be determined by the Committee, consistent with the
requirements of ss. 422A of the Code.
(i) Agreement. Each option shall be evidenced by an agreement
between the Optionee and the Company which shall provide, among other
things, that, with respect to incentive stock options, the Optionee
will advise the Company immediately upon any sale or transfer of the
shares of Common Stock received upon exercise of the option to the
extent such sale or transfer takes place prior to the later of (a) two
(2) years from the date of grant or (b) one (1) year from the date of
exercise.
(j) Investment Representations. Unless the shares subject to
an option are registered under applicable federal and state securities
laws, each Optionee by accepting an option shall be deemed to agree for
himself and his legal representatives that any option granted to him
and any and all shares of Common Stock purchased upon the exercise of
the option shall be acquired for investment and not with a view to, or
for the sale in connection with, any distribution thereof, and each
notice of the exercise of any portion of an option shall be accompanied
by a representation in writing, signed by the Optionee or his legal
representatives, as the case may be, that the shares of Common Stock
are being acquired in good faith for investment and not with a view to,
or for sale in connection with, any distribution thereof (except in
case of the Optionee's legal representatives for distribution, but not
for sale, to his legal heirs, legatees and other testamentary
beneficiaries). Any shares issued pursuant to an exercise of an option
may bear a legend evidencing such representations and restrictions.
6. Incentive Stock Options and Non-Qualified Stock Options. Options
granted under the Plan may be incentive stock options under ss. 422A of the Code
or non-qualified stock options. All options granted hereunder will be clearly
identified as either incentive stock options or non-qualified stock options. In
no event will the exercise of an incentive stock option affect the right to
exercise any non-qualified stock option, nor shall the exercise of any
non-qualified stock option affect the right to exercise any incentive stock
option. Nothing in this Plan shall be construed to prohibit the grant of
incentive stock options and non-qualified stock options to the same person,
provided, further, that incentive stock options and non-qualified stock options
shall not be granted in a manner whereby the exercise of one non-qualified stock
option or incentive stock option affects the exercisability of the other.
7. Share Awards. The Committee shall have full and complete authority,
subject to the limitations of the Plan, to grant awards of shares and, in
addition to the terms and conditions contained in subsections (a) through (f) of
this Section 7, to provide such terms and conditions (which need not be
identical among Awardees) in respect of such Awards of shares, and the vesting
thereof, as the Committee shall determine and provide in the agreement referred
to in subsection (d) of this Section 7.
(a) At the time of an award of shares, the Committee may
establish for each Awardee a period during which, or at the expiration
of which, as the Committee shall determine and provide in the agreement
referred to in subsection (d) of this Section 7, shares awarded as
restricted shares shall vest (the "Restricted Period"), and subject to
any such other terms and conditions as the Committee shall provide,
restricted shares may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Awardee, except as hereinafter provided,
during the Restricted Period. Except for such restrictions, and subject
to subsections (c), (d) and (e) of this Section 7 and Section 8 hereof,
the Awardee, as owner of such shares, shall have all the rights of a
shareholder, including but not limited to the right to receive all
dividends paid on such shares and the right to vote such shares. The
Committee shall have the authority, in its discretion, to accelerate
the time at which any or all of the restrictions shall lapse with
respect to any restricted shares prior to the expiration of the
Restricted Period with respect thereto, or to remove any or all of such
restrictions, whenever it may determine that such action is appropriate
by reason of changes in applicable tax or other laws or other changes
in circumstances occurring after the commencement of such Restricted
Period.
(b) If an Awardee ceases to be an employee of the Company and
the Subsidiaries or ceases to be a director who is not an employee of
the Company or any of the Subsidiaries (a "Non-employee Director") for
any reason other than permanent or total disability (within the meaning
of ss. 22(e)(3) of the Code), or death, unless the Committee shall
otherwise determine and provide in the agreement referred to in
subsection (d) of this Section 7, all restricted shares awarded to such
Awardee and which at the time of such cessation of employment or
service are subject to the restrictions imposed by subsection (a) of
this Section 7 shall upon such cessation of employment or service be
forfeited and returned to the Company; provided, however, that if an
Awardee ceases to be an employee of the Company or a Non-employee
Director by reason of retirement pursuant to Company plans or policies,
the Committee, in its sole discretion, may lift all or a portion of the
restrictions of the restricted shares. Unless the Committee shall have
provided in the agreement referred to in subsection (d) of this Section
7 for a ratable lapse of restrictions with respect to an Award of
restricted shares during the Restricted Period, if an Awardee ceases to
be an employee of the Company and the Subsidiaries or a Non-employee
Director by reason of permanent or total disability (within the meaning
of ss. 22(e)(3) of the Code), or death, such portion of such restricted
shares awarded to the Awardee, which at the time of such cessation of
employment or service are subject to the restrictions imposed by
subsection (a) of this Section 7 as shall be equal to the portion of
the Restricted Period with respect to such shares which shall have
elapsed at the time of such cessation of employment or service, shall
be free of restrictions and shall not be forfeited.
(c) Each certificate in respect of restricted shares awarded
under the Plan subject to restriction under Section 7(a) shall be
registered in the name of the Awardee and deposited by the Awardee,
together with a stock power endorsed in blank, with the Company and
shall bear the following (or a similar legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) contained in the Union
Acceptance Corporation Incentive Stock Plan, and an Agreement
entered into between the registered owner and Union Acceptance
Corporation. Copies of such Plan and Agreement are on file in
the offices of the Secretary of Union Acceptance Corporation,
45 North Pennsylvania Street, Indianapolis, Indiana 46204."
(d) At the time of an award of shares subject to restriction
under Section 7(a), the Awardee shall enter into an Agreement with the
Company in a form specified by the Committee, agreeing to the terms and
conditions of the award of restricted shares and such other matters as
the Committee shall in its sole discretion determine.
(e) At the time of an award of restricted shares, the
Committee may, in its discretion, determine that the payment to the
Awardee of dividends declared or paid on such shares, or a specified
portion thereof, by the Company shall be deferred until the earlier to
occur of (i) the lapsing of the restrictions imposed under subsection
(a) of this Section 7 or (ii) the forfeiture of such shares under
subsection (b) of this Section 7, and shall be held by the Company for
the account of the Awardee until such time. In the event of such
deferral, there shall be credited at the end of each year (or portion
thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may
determine. Payment of deferred dividends, together with interest
accrued thereon as aforesaid, shall be made upon the earlier to occur
of the events specified in (i) and (ii) of the immediately preceding
sentence.
(f) At the expiration of any restrictions imposed by
subsection (a) of this Section 7, the Company shall redeliver to the
Awardee (or where the relevant provision of subsection (b) of this
Section 7 applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power
deposited with it pursuant to subsection (c) of this Section 7 and the
restricted shares represented by such certificate (s) shall be free of
the restrictions referred to in subsection (a) of this Section 7.
(g) Each Non-employee Director who is elected as such at any
annual shareholder meeting of the Company subsequent to the Public
Offering or who continues to serve as a Non-employee Director following
any such annual meeting shall receive on the date of such shareholder
meeting an Award of shares equal to the number of shares of Common
Stock determined by dividing $15,000 by the fair market value of one
such share on the date of such annual meeting or the next preceding
trading date if such date was not a trading date (rounded down to the
nearest whole number); provided that each Award provided for by this
sentence shall be reduced by the number of shares awarded to such
Non-employee Director on such date under Section 7(g) of the Company's
1994 Incentive Stock Plan. If on any date in any given year the number
of shares of Common Stock available for Awards under the Plan is
insufficient to grant such Nonemployee Director entitled thereto such
an Award of restricted shares, the shares available for such Awards
shall be awarded ratably (to the nearest whole share) to each such
Non-employee Director on such date.
8. Adjustment of Shares. In the event of any change after the effective
date of the Plan in the outstanding stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination of
shares, exchange of shares, merger or consolidation, liquidation, or any other
change after the effective date of the Plan in the nature of the shares of stock
of the Company, the Committee shall determine what changes, if any, are
appropriate in the number and kind of shares reserved under the Plan, and the
Committee shall determine what changes, if any, are appropriate in the option
price and restricted share price under and the number and kind of shares covered
by outstanding Awards granted under the Plan. Any determination of the Committee
hereunder shall be conclusive.
9. Cash Awards. The Committee may, at any time and in its discretion,
grant to any Optionee who is granted a non-qualified stock option the right to
receive, at such times and in such amounts as determined by the Committee in its
discretion, a cash amount (cash award) which is intended to reimburse the
Optionee for all or a portion of the federal, state and local income taxes
imposed upon such Optionee as a consequence of the exercise of a non-qualified
stock option and the receipt of a cash award.
10. Replacement and Extension of the Terms of Options and Cash Awards.
The Committee from time to time may permit an Optionee under the Plan or any
other stock option plan heretofore or hereafter adopted by the Company or any
Subsidiary to surrender for cancellation any unexercised outstanding stock
option and receive from his employing corporation in exchange therefor an option
for such number of shares of Common Stock as may be designated by the Committee.
Such Optionees also may be granted related cash awards as provided in Section 9
hereof.
11. Tax Withholding. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the Optionee or Awardee or his or her legal representative
to remit to the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares, and whenever under the Plan
payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements. If permitted by the Committee and pursuant to procedures
established by the Committee, an Optionee or Awardee may make a written election
to have shares of Common Stock having an aggregate fair market value, as
determined by the Committee, consistent with the requirements of Treas. Reg. ss.
20.2031-2 sufficient to satisfy the applicable withholding taxes, withheld from
the shares otherwise to be received upon the exercise of a non-qualified option
or vesting of a restricted share Award.
12. Amendment. The Board of Directors of the Company may amend the Plan
from time to time and, with the consent of the Optionee or Awardee, the terms
and provisions of his or her Award, except that without the approval of the
holders of at least a majority of the shares of the Company voting in person or
by proxy at a duly constituted meeting or adjournment thereof:
(a) the number of shares of stock which may be reserved for
issuance under the Plan may not be increased except as provided in
Section 8 hereof; and
(b) the classes of persons to whom Awards may be granted under
the Plan shall not be expanded materially.
No amendment of the Plan, however, may, without the consent of the
Optionees or Awardees, make any changes in any outstanding Award theretofore
granted under the Plan which would adversely affect the rights of such persons.
13. Termination. The Board of Directors of the Company may terminate
the Plan at any time and no Award shall be granted thereafter. Such termination,
however, shall not affect the validity of any Award theretofore granted under
the Plan. In any event, no incentive stock option may be granted under the Plan
after the date which is ten (10) years from the effective date of the Plan or,
if earlier, the date the Plan is approved by the Company's shareholders.
14. Successors. This Plan shall be binding upon the successors and
assigns of the Company.
15. Governing Law. The terms of any Awards granted hereunder and the
rights and obligations hereunder of the Company, the Optionees and Awardees and
their successors in interest shall, except to the extent governed by federal
law, be governed by Indiana law.
16. Government and Other Regulations. The obligations of the Company to
issue or transfer and deliver shares under Awards granted under the Plan or make
cash awards shall be subject to compliance with all applicable laws,
governmental rules and regulations, and administrative action.
17. Effective Date. The Plan shall be effective as of July 1, 1999;
provided, however, that any grant of Awards pursuant to the Plan shall be
subject to the approval of the Plan by the holders of at least a majority of the
voting power of the shares of the Company entitled to vote thereon voting in
person or by proxy at a duly constituted meeting or adjournment thereof, and any
options granted pursuant to the Plan may not be exercised until the Board of
Directors of the Company has been advised by counsel that such approval has been
obtained and all other applicable legal requirements have been met.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-09717 of Union Acceptance Corporation on Form S-8 of our report dated July
29, 1999 appearing in this Annual Report on Form 10-K of Union Acceptance
Corporation for the year ended June 30, 1999.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
September 27, 1999
Consent of KPMG LLP
The Board of Directors
Union Acceptance Corporation:
We consent to incorporation by reference in the Registration Statement (No.
333-09717) on Form S-8 of Union Acceptance Corporation of our report dated
August 27, 1998 relating to the consolidated balance sheet of Union Acceptance
Corporation and Subsidiaries as of June 30, 1998, and the related consolidated
statements of earnings (loss), shareholders' equity and cash flows for each of
the years in the two-year period ended June 30, 1998, which report appears in
the June 30, 1999 Annual Report on Form 10-K of Union Acceptance Corporation.
KPMG LLP
Indianapolis, Indiana
September 27, 1999
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