<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 33-88928-D
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2578376
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1120 N.W. 63RD , SUITE G-106
OKLAHOMA CITY, OKLAHOMA 73116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 843-3135
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
At December 31, 1997, an aggregate of 1,000 shares of the registrant's
Common Stock, par value $1.00 each (being the registrant's only class of common
stock), were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
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PART I
ITEM 1. BUSINESS
GENERAL
U.S. Automobile Acceptance 1995-1, Inc. (the "Company") was
incorporated under Texas law in January, 1995. The Company is a limited
purpose corporation engaged in the financial services business specializing in
the purchase, management and collection of used motor vehicle sub-prime credit
receivables (the "Contracts"). The Company purchases Contracts, at a discount,
created by the sale of used automobiles and light trucks. The Company has
financed its business through the securitization of the Contracts that it
purchases. A public offering, began in 1995, was completed in August,
1996, when the maximum of $9,900,000 was reached.
The Company's offices are located at 1120 N.W. 63rd, Suite G-106,
Oklahoma City, Oklahoma 73116.
SECURITIZATION ACTIVITIES
Pursuant to an Indenture Agreement between the Company and Chase Bank
of Texas, formerly Texas Commerce Bank National Association, located in Dallas,
Texas, the Company has issued and outstanding an aggregate of $9,900,000 in
principal amount of its Automobile Contract Notes due December 31, 1999 (the
"Notes"). The Notes require monthly interest payments at a rate of 14% per
annum.
The Notes are secured by the Contracts (and the related motor vehicle
collateral and by additional collateral support agreements provided by
automobile dealerships) purchased by the Company. In addition, the net proceeds
of the offering and the Company's excess cash flow after payment of interest and
allowed expenses secures the Notes. The Indenture Agreement requires that all of
the Company's excess cash flow must be deposited after January 1, 1999 into a
note redemption bank account held by the trustee for payment of the Notes. The
Company may redeem the Notes in whole or in part at any time.
The Company pays Contract servicing fees to U.S. Automobile
Acceptance Corporation (the "Servicer"), an affiliate of the Company, which
consist of monthly payments of $21.50 per Contract, limited to a maximum of
$35,000 per month.
CONTRACT PURCHASING AND COLLECTING ACTIVITIES
The Company's Contracts are purchased, at a discount, from used
automobile dealerships and used car divisions of new car dealerships. The
Company's Contract collecting activities are conducted through services provided
by the Servicer pursuant to an agreement with the Company. The Contracts
generally consist of retail installment sales contracts that are secured by
liens on the related motor vehicles. As of December 31, 1997, the Company was
actively purchasing receivables from automobile dealers, substantially all
located in the states of Oklahoma and Texas.
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The Contracts are generally purchased at discounts ranging from 5% to
25% below the total future net principal balance owed on such Contracts. The
typical discount for Contracts purchased to date has been in excess of 10% of
the net principal balance of the Contracts purchased.
The purchase discount varies depending on the credit worthiness of
the borrower and on the availability and financial strength added by additional
recourse or credit support agreements provided by the automobile dealer. These
dealer credit support agreements are in the form of contract replacement
guarantees, direct dealer recourse, limited guaranty agreements or some other
form of cash hold-back arrangement.
The Company does not participate in the retail sales by the automobile
dealers of the financed vehicles from which the Contracts arise. Automobile
dealers are expected to continue to sell non-prime credit Contracts to the
Company at a discount for several reasons, including (I) the 1986 repeal of the
installment sales tax treatment for such Contracts, (ii) the lack of
availability of financing from traditional financing sources, and (iii) the
currently expanding market for used automobiles.
The Company anticipates that all Contracts purchased by the Company
will continue to relate primarily to financed vehicles where consumer retail
prices average from $2,000 to $12,000.
The Contracts are purchased by the Company and serviced on behalf of
the Company under a Contract Servicing Agreement. The Servicing Agreement allows
the Servicer to subcontract with industry-qualified third parties to perform its
obligations thereunder. Any such subcontract will not relieve the Servicer from
liability for its obligations under the Servicing Agreement. The Company has
granted a security interest in the Servicing Agreement to the Trustee as
additional security for the Notes of the Company.
The Company and the Servicer presently utilize independent commission
agents as well as employees of the Servicer and Company to assist in locating
eligible Contracts.
The Company purchases the Contracts at substantial discounts to their
aggregate remaining unpaid principal balances. In addition, the Company seeks to
obtain Contracts whose maturities are less than the remaining useful lives of
the financed vehicles and which require substantial down payments by the
obligers.
Under the Servicing Agreement, the Servicer is obligated to exercise
discretionary powers involved in the management, administration and collection
of the Contracts and to bear all costs and expenses incurred in connection
therewith. The Servicer presently subcontracts certain of its collecting
functions to automobile dealers and other third party subcontractors (the
"Subcontracting Servicer").
The Servicer or Subcontracting Servicer must contact any obligor on a
past due Contract within fifteen (15) days after the payment due date to pursue
collections. Any material extensions, modifications, or acceptances of partial
payments by obligers, and any related necessary Contract amendments or default
waivers by the Servicer, must be approved by the chief credit officer or
president of the Company. When a contract becomes over 30 days past due, the
Servicer and the
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Company will take immediate appropriate action to enforce dealer contract
replacement guarantees and other dealer recourse agreements on behalf of the
Company. The Servicer will, when necessary, pursue repossession, subject to
compliance with state and federal laws relating thereto. The Company prefers
that the Contract replacement agreements provided by the automobile dealer be
stringently enforced rather than the repossession of the vehicle by the
Servicer or the Company. Loan losses and costs of repossession are somewhat
reduced by effective utilization of dealer Contract replacement agreements.
The Servicer is entitled under the Servicing Agreement to receive a
monthly fee (the "Servicing Fee"). The Servicing Fee is intended to compensate
and reimburse the Servicer for administering the collection of the Contracts,
including collecting and posting all payments, responding to inquiries of
obligers on the Contracts, investigating delinquencies, sending payment coupons
to obligers, and reporting any required tax information to obligers. The
Servicing Fee also compensates the Servicer for furnishing monthly and annual
statements to the Company with respect to collections and proceeds, and
generating information necessary for the Company to prepare all required federal
and state tax returns.
The Servicer will be entitled to reimbursement of its costs and
expenses incurred in repossession, preparation for sale and resale of any
financed vehicle and reimbursement of costs of enforcement of dealer recourse
agreements.
COMPETITION
Numerous companies are engaged in the business of buying used motor
vehicle receivables. The Company, however, has relatively fewer competitors
seeking to purchase individual sub-prime credit receivables for low to
medium-priced, used motor vehicles originated in the Company's primary markets.
National or regional rental car companies, finance companies, used car
companies, auction houses, dealer groups or other firms with equal or greater
financial resources than the Company could elect in the future to compete with
the Company in its primary market. While the Company believes that its
operations are competitive and sustainable, future competitive factors could
have a material adverse effect upon the future operations of the Company.
REGULATION
Numerous federal and state consumer protection laws impose requirements
upon the origination and collection of consumer receivables. State laws impose
finance charge ceilings and other restrictions on consumer transactions and may
require contract disclosures in addition to those required under federal law.
These requirements impose specific statutory liabilities upon creditors who fail
to comply with their provisions. In addition, certain of these laws make an
assignee of such contract liable to the obligor thereon for any violations by
the assignor. The Company may be unable to enforce some of its receivables or
may be subject to liability to the obligors under some of its receivables if
such receivables do not comply with such laws.
In the event of default by an obligor on a receivable, the Company has
all the remedies of a
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secured party under the Uniform Commercial Code ("UCC"). The UCC remedies of a
secured party include the right to repossession by self-help means, unless such
means would constitute a breach of the peace. Self-help repossession is
accomplished by taking possession of the motor vehicle. If a breach of the
peace is likely to occur, or if applicable state law so requires, the Servicer
must obtain a court order on behalf of the Company from the appropriate state
court and repossess the vehicle in accordance with that order. None of the
states from which the Company does or intends to purchase receivables have
state laws that would require the Company, in the absence of a probable breach
of peace, to obtain a court order before it attempts to repossess a motor
vehicle.
In most jurisdictions, including those states from which the Company
presently does or intends to purchase receivables, the UCC and other state laws
require the secured party to provide the obligor with reasonable notice of the
date, time and place of any public sale or the date after which any private sale
of the collateral may be held. Unless the obligor waives his rights after
default, the obligor has the right to redeem the collateral prior to actual sale
by paying the secured party the unpaid installments (less any required discount
for prepayment) of the receivable plus reasonable expenses for repossessing,
holding, and preparing the collateral for disposition and arranging for its
sale, plus in some jurisdictions, reasonable attorneys fees, or, in some states,
by payment of delinquent installments. Vehicles repossessed on behalf of the
Company, if any, will generally be sold at wholesale auctions which are attended
principally by dealers.
ITEM 2. PROPERTIES
The Company has no material physical properties.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings pending against the Company or its
assets.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Company's common
equity. All of the Company's outstanding common stock is owned by U.S.
Automobile Acceptance Corporation.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
GENERAL
U.S. Automobile Acceptance 1995-1, Inc. (the "Company") was
incorporated in Texas on January 12, 1995. The Company was formed for the
purpose of purchasing, collecting and servicing motor vehicle retail
installment contracts (the "Contracts"). In mid-1995, the Company filed a Form
SB-2 Registration Statement under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission with respect to an offering up to
$9,900,000 of 14% Secured Promissory Notes due December 31, 1999 (the "Notes").
The minimum note subscription escrow requirements of $500,000 was exceeded in
September 1995. The company commenced normal operations in October 1995. The
Secured Note offering was completed with maximum allowed subscriptions in
August 1996. As of December 31, 1997, the Company had purchased approximately
1300 automobile finance contracts with aggregate balances of approximately
$9,586,000.
The Company incurred $295,000 in start up operating losses in 1996.
The Company became profitable in early 1997 as expected when the initial
finance contract portfolio purchases were completed.
INCOME AND LOSS RECOGNITION
The Company generally purchases Contracts at discounts ranging from
2% to 25% of the remaining net principal balance of each Contract. The
difference between the estimated future cash collections and the cost of the
Contract is unearned interest income and unearned discount. Over the life of the
receivable portfolio, this unearned interest and unearned discounts are
recognized as interest revenue. Note offering and organization costs are
amortized as the notes payable are retired. Interest expense represents interest
paid, or accrued on the Company's borrowings. During the life of the receivable
portfolio, the Company charges credit losses to unearned interest and purchase
discount account as incurred. As of December 31, 1997, there have been
approximately $660,000 in credit losses and the Company believes that amounts
included in unearned interest and purchase discounts are sufficient to cover any
losses that will be incurred in the future. The Company's charge-off policy is
based upon the individual review of each Contract.
Because of automobile dealer Contract replacement agreements, loss
exposure is somewhat mitigated on defaulted Contracts. The Company's high yield
from its Contracts is primarily a result of the negotiated purchase discounts
obtained at time of the purchase of the Contract and the interest rates
generally charged on the Contracts, typically at the statutory ceiling rate for
the state in which the Contract was originated.
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GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consist primarily of servicing
fees, bank, accounting, attorney, trustee fees, costs of enforcement of dealer
recourse agreements and other general and administrative expense. Servicing fees
are paid to the Servicer monthly at the current rate of $21.50 for each
contract.
TAX EXPENSE
The Company will account for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting For Income
Taxes".
LIQUIDITY AND CAPITAL RESOURCES
After the sinking fund begins on January 1, 1999, the cash provided by
operations will be deposited into a trust account and no additional Contracts
will be purchased. This will cause the Company's interest revenue, interest
margin, and income to decrease at that time.
EFFECTIVE INTEREST RATES
The Company's average effective yield on its Contracts through
December 31, 1997 was in excess of 30%. The stated interest rate on the
borrowing of the Notes is 14%. Due to the issuance costs of the Notes the
Company's effective cost of borrowing is in excess of the stated rate of
14%.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See index at page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No changes.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICE, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The name, age, background and principal occupation of the sole
director and executive officer of the Company is set forth below:
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Mr. Michael R. Marshall, age 48, is the sole officer and director of
the Company. Mr. Marshall has spent full time in the automobile sub-prime
credit finance business for the last four years. Mr. Marshall holds a Bachelor
of Business Administration Degree in Accounting where he obtained in 1971 from
Texas A & M University. From 1971 through 1977 Mr. Marshall was employed at
Coopers & Lybrand, Certified Public Accountants, where he served in various
positions including general practice manager of its Oklahoma City office. Mr.
Marshall was self-employed from 1977 to 1982 as a practicing Certified Public
Accountant and as a corporate financial consultant and since 1982 has been
President and Chief Executive Officer of Settlers Capital Corporation, an
Oklahoma corporation, which specialized in assisting companies in the
placement, collection and liquidation of debt finance transactions.
Additionally, from 1981 through 1988, Mr. Marshall was the President of
Settlers Energy Corporation, an independent oil and gas company located in
Oklahoma, which specialized in purchasing, managing and liquidation of secured
oil and gas industry loans of distressed financial institutions.
There are no family relationships among any of the director and
executive officers of the Company. None of the Company's directors hold
directorships in any company with a class of securities registered pursuant to
Section 12 of the Exchange Act or subject to the requirements of Section 15(d)
of the Exchange Act or any company registered as an investment company under
the Investment Company Act of 1940.
The Company has no equity securities registered pursuant to Section 12
of the Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
None of the directors or executive officers received any compensation
from the Company during 1997. The director and executive officer does not
anticipate receipt of any compensation from the Company, prior to the
satisfaction in full of the 14% Notes due December 31, 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At December 31, 1997, the ownership of the Company's common stock is as
follows:
<TABLE>
<CAPTION>
NAME OF DIRECTOR OR AMOUNT AND NATURE OF
NAME AND ADDRESS OF NUMBER BENEFICIAL OWNERSHIP PERCENTAGE
BENEFICIAL OWNER OF SHARES OF CLASS OUTSTANDING (1)
------------------- --------- --------------------------------
<S> <C> <C>
U.S. Automobile Acceptance Corporation (1)
(Formerly Settlers Acceptance Corporation)
1120 N.W. 63rd, Suite G-106
Oklahoma City, OK 73116 1,000 100%
Mr. Michael R. Marshall
1120 N.W. 63rd, Suite G-106
Oklahoma City, OK 73116 -0- (2)
</TABLE>
- --------------------------------------------------------------------------------
(1) The sole shareholder of U.S. Automobile Acceptance Corporation ("USAAC"), a
privately-held corporation, could be deemed to share voting investments powers
over the shares owned of record by USAAC. The sole shareholder of USAAC is
Michael R. Marshall.
(2) Mr. Marshall owns 100% of the outstanding common stock of USAAC.
- --------------------------------------------------------------------------------
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
U.S. Automobile Acceptance Corporation is the owner 100% of the issued
and outstanding common stock of the Company.
The Company's contracts will be administrated, serviced and collected
on behalf of the Company by U.S. Automobile Acceptance Corporation, an
affiliate. The Servicer subcontracts a portion of the servicing of the contracts
to qualified automobile dealers and other qualified subcontractors.
The Servicer is paid a servicing fee of $21.50 per month, per contract,
limited to maximum of $35,000 per month. In addition, the Company's Parent will
be paid a purchase administration fee of $125 per Contract purchased, paid
monthly, and will be paid a monthly investor administration fee of 1/12th of 1%
of the aggregate principal amount of the Notes outstanding, and 1/12th of 1% of
aggregate funds held in investment accounts.
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PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules:
The financial statements listed in the Index to
Financial Statements are filed as part of this annual
report. No financial statement schedules are required
to be filed as part of this annual report because all
information otherwise included in schedules has been
incorporated into the Notes to Financial Statements.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the three month
period ended December 31, 1997.
(c) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
3.1 - Articles of Incorporation of U.S. Automobile Acceptance 1995-1, Inc.(1)
3.2 - Bylaws of U.S. Automobile Acceptance 1995-1, Inc. (1)
4.1 - Indenture Agreement between U.S. Automobile Acceptance 1995-1, Inc.
and Texas Commerce Bank National Association, as Trustee, with respect
to the 14% Notes due December 31, 1999. (1)
4.2 - Form of 14% Note due December 31, 1999. (1)
27 - Financial Data Schedule
</TABLE>
(d) Financial Statements excluded by Rule 14a-3(b): None.
- --------------------------------------------------------------------------------
(1) Incorporated by reference to the Company's Form SB-2 Registration Statement
- --------------------------------------------------------------------------------
(File No. 33-88928D)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 26, 1998
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
By: /s/ MICHAEL R. MARSHALL
---------------------------------
Michael R. Marshall, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ MICHAEL R. MARSHALL President and Director March 26, 1998
----------------------- (Principal Executive Officer
Michael R. Marshall and Principal Financial Officer)
</TABLE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant hereby undertakes to file with the Commission four copies of
any annual report to its security holders when it is sent to such security
holders.
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditor's Report F-2
Balance Sheet as of December 31,
1996 and 1997 F-3
Statement of Operations for the
years ended December 31, 1996
and 1997 F-4
Statement of Stockholders' Equity
for the years ended December 31,
1996 and 1997 F-5
Statement of Cash Flows for the
years ended December 31, 1996
and 1997 F-6
Notes to Financial Statements F-7
</TABLE>
All financial statement schedules are omitted because they are not applicable,
not required, or the information required to be set forth therein is included in
the financial statements or the notes thereto.
F-1
<PAGE> 13
[TYSON HOPKINS CERTIFIED PUBLIC ACCOUNTANT LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors
U.S. Automobile Acceptance 1995-1, Inc.
I have audited the balance sheets of U.S. Automobile Acceptance 1995-1, Inc.
(the Company) as of December 31, 1996, and December 31, 1997 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of U.S. Automobile Acceptance 1995-1,
Inc. as of December 31, 1996 and December 31, 1997 and the results of its
operations, changes in stockholders' equity and cash flows for the years then
ended, in conformity with generally accepted accounting principles.
TYSON HOPKINS
Oklahoma City, Oklahoma
February 27, 1998
F-2
<PAGE> 14
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
BALANCE SHEET
As of December 31, 1996 and 1997
<TABLE>
<CAPTION>
ASSETS
------
Dec. 31, Dec. 31,
1996 1997
---- ----
<S> <C> <C>
Cash and cash equivalents $ 2,881,477 $ 1,002,401
Contracts receivable 7,929,896 9,585,665
Capitalized note offering costs 1,735,908 1,735,908
Other 183,619 11,337
------------ ------------
TOTAL ASSETS $ 12,730,900 $ 12,335,311
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Accrued interest payable $ 115,500 $ 115,500
Unearned interest, contract purchase
discounts, and allowance for losses 2,971,636 2,304,821
Notes payable 9,900,000 9,900,000
Other 11,725 11,725
------------ ------------
TOTAL LIABILITIES 12,998,861 12,332,046
------------ ------------
Commitments
Stockholders' equity:
Common Stock,$1.00 par value, 3,000
shares authorized, 1,000 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 49,000 49,000
Retained earnings (deficit) (317,961) (46,735)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (267,961) 3,265
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 12,730,900 $ 12,335,311
============ ============
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE> 15
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF OPERATIONS
For the years ended December 31, 1996 and 1997
<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Interest income $ 939,365 $1,939,910
Interest expense 908,574 1,386,000
---------- ----------
Net interest income 30,791 553,910
Gain on sale of contracts -0- 321,986
---------- ----------
Total income 30,791 875,896
General and administrative expenses 325,375 604,670
---------- ----------
Net (loss) income $ (294,584) $ 271,226
========== ==========
Net (loss) income per share of
common stock $ (294.58) $ 271.23
========== ==========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE> 16
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1996 and 1997
<TABLE>
<CAPTION>
Common Stock Paid-In Retained
Shares Amount Capital Earnings Total
------ ------ ------- -------- -----
<S> <C> <C> <C> <C> <C>
Balances, December 31,
1995 1,000 $ 1,000 $ 49,000 $ (23,377) $ 26,623
Net income (loss)
1996 -0- -0- -0- (294,584) (294,584)
--------- --------- --------- --------- ---------
Balances, December 31,
1996 1,000 1,000 49,000 (317,961) (267,961)
Net income
1997 -0- -0- -0- 271,226 271,226
--------- --------- --------- --------- ---------
Balances, December 31,
1997 1,000 $ 1,000 $ 49,000 $ (46,735) $ 3,265
========= ========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE> 17
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF CASH FLOWS
For the years ended December 31, 1996 and 1997
<TABLE>
<CAPTION>
Dec. 31, Dec. 31,
1996 1997
---- ----
<S> <C> <C>
Cash flows used by operating activities:
Net income (loss) $ (294,584) $ 271,226
Increase in accrued interest payable 99,961 -0-
(Increase) decrease in other assets (157,219) 172,282
Increase in other liabilities 11,725 -0-
----------- -----------
Net cash provided (used) by
operating activities (340,117) 443,508
----------- -----------
Cash flows used in investing activities:
Purchase of contracts receivable (8,750,422) (4,908,436)
Increase (decrease) in unearned
interest, purchase discount and
allowance for losses 2,863,991 (666,815)
Principal collections and sale of
contracts receivable 1,171,095 3,252,667
----------- -----------
Net cash used by investing
activities (4,715,336) (2,322,584)
----------- -----------
Cash flows provided by financing activities:
Proceeds from issuance of notes payable 8,568,000 -0-
Notes payable offering costs (1,418,236) -0-
----------- -----------
Net cash provided by financing
activities 7,149,764 -0-
Net increase (decrease) in cash
and cash equivalents 2,094,311 (1,879,076)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 787,166 2,881,477
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,881,477 $ 1,002,401
=========== ===========
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE> 18
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
GENERAL - U.S. Automobile Acceptance 1995-1, Inc. (herein referred to as
"Company" or "1995-1") was incorporated on January 12, 1995 as a Texas
Corporation. The Company was formed to purchase, collect and service retail
installment sale financing contracts created by the sale of used automobiles and
light trucks ("Contracts"). The Company targets automobile purchasers who are
typically unable to obtain credit from traditional sources (sub-prime credit
consumers). The contracts generally have APR interest rates at or near the
maximum rate allowed by the state in which the automobile sale was originated
and the payment terms are generally from 24 to 48 months. The contracts are
originated by used car divisions of new car dealerships and by independent used
car dealerships ("Dealers"), with the Company's type financing arrangement
generally being referred to as indirect consumer lending.
To date, all contract purchases have been financed through the issuance of
publicly registered notes ("Notes") of the Company. The Notes are collateralized
by individual motor vehicle retail installment Contracts. The Contracts are
secured by liens on used automobile and light trucks and are generally purchased
at discounts ranging from 2% to 25% below the total future net principal balance
owed on such Contracts. Purchase discounts vary depending on the credit
worthiness of the individual borrower and financial strength added by additional
credit support agreements provided by the Dealers from which Contracts have been
purchased. The Dealer credit support agreements are usually in the form of
Contract replacement agreements, direct dealer recourse agreements, limited
guarantee agreements or some other form of cash hold-back arrangement.
ASSET-BACKED NOTE OFFERING - The Company filed a Registration Statement in 1995
with the Securities and Exchange Commission and various state security boards
with respect to its offering of up to $9,900,000 of 14% Promissory Notes due
December 31, 1999. The $500,000 minimum required subscription amount was reached
in September 1995 and the offering became effective. The offering was fully
subscribed in August 1996. The Company became fully operational in February
1997. Prior to February 1997, the Company was considered to be in the
"development stage" as substantially all of its efforts have been expended in
establishing the new business, raising capital and purchasing initial finance
Contracts.
The Notes were issued under the terms of an Indenture Agreement between the
Company and Chase Bank of Texas, formerly Texas Commerce Bank National
Association, as Trustee. The Notes are secured by the contracts and proceeds
thereof.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The accounting and reporting policies of the Company
conform to generally accepted accounting principles and to general practices
within the finance industry.
F-7
<PAGE> 19
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosures regarding contingent assets and liabilities at the date of the
financial statements, and the amounts of revenues and expenses reported during
the period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all investments with a
maturity of three months or less, when purchased, to be cash equivalents.
RESTRICTED CASH - The use of cash of the Company is restricted by the terms of
an indenture agreement between the Company and Chase Bank of Texas, as Indenture
Trustee, to initially purchase Contracts and for payment of allowed expenses,
trustee's fees and expenses, interest paid by transfers to Note Redemption
Account for payment to Noteholders and before Note Redemption Date (January 1,
1999), any remaining proceeds used to purchase additional eligible Contracts,
and after Note Redemption Trigger Date, any remaining proceeds deposited into
Note Redemption Account for payment of Notes.
FINANCE CONTRACTS AND INCOME RECOGNITION - Upon purchase of a Contract, the
Company records the gross amount of the Contract as a gross contract receivable
and the difference between gross contract receivable and cost of the Contract
purchased is recorded as unearned interest, discounts and dealer hold-backs.
Income from finance contracts is recognized using the effective interest method.
The Company makes periodic sales of Contracts to third party buyers for cash.
Income from sale of Contracts is recognized at the time of the sale.
CAPITALIZED NOTE OFFERING COSTS - Costs directly related to note offering cost
are capitalized and amortized as notes payable are retired.
CREDIT LOSSES - The Company believes that amounts included in unearned interest,
discounts and dealer hold-back accounts are sufficient to cover any loan losses
that will be incurred in the future. If management determines that additional
loss reserves are necessary in the future they will be established at that time.
FAIR VALUE OF FINANCIAL INSTRUMENTS - SFAS No. 107, Disclosure About Fair Value
of Financial Instruments, requires the disclosure, to the extent practicable, of
the fair value of financial instruments which are recognized or unrecognized in
the balance sheet. In Management's opinion, the fair value of finance contracts
and Notes payable is approximately the same as the carrying value reflected in
the financial statements.
INCOME TAXES - The Company has adopted SFAS No. 109, Accounting for Income
Taxes, whereby deferred income taxes reflect the net tax effects of (a)
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for
F-8
<PAGE> 20
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
income tax reporting purposes, and (b) net operating loss carry forwards. The
Company has incurred an aggregate tax and financial reporting loss from
incorporation through year end 1997 and accordingly has no income tax liability
as of December 31, 1997
3. CONTRACTS RECEIVABLE
At December 31, 1997 contracts receivable were as follows:
<TABLE>
<CAPTION>
Dec. 31, 1997
-------------
<S> <C>
Cost of Contracts purchased $ 7,280,844
Unearned interest, purchase
discounts and dealer hold-
backs 2,304,821
-----------
TOTAL ANTICIPATED CONTRACT
PAYMENTS $ 9,585,665
===========
</TABLE>
Use of proceeds of contract receivable collections is restricted to
repayment of Notes payable described in Note 4, payment of certain
allowed expenses of the Company and the purchase of additional
Contracts.
As of December 31, 1997, the Company charged approximately $660,000 to unearned
interest, Contract purchase discounts and allowance for losses, as management
estimates future losses to be incurred on non performing Contracts as of
December 31, 1997.
4. NOTES PAYABLE
At December 31, 1996 and December 31, 1997 the Company had outstanding notes
payable of $9,900,000. The Notes bear interest at 14% payable monthly, and the
principal is due December 31, 1999.
The Notes have been issued under the terms of an Indenture Agreement between the
Company and Chase Bank of Texas, as trustee. The Notes are collateralized by the
Contracts and proceeds thereof. 1995-1 holds vehicle titles and/or liens on the
vehicles as collateral for Contracts until they are paid in full. Use of
proceeds of contract collections of 1995-1 is restricted to payments on the
Notes, payment of certain allowed expenses of 1995-1 and the purchase of
additional Contracts.
Under the terms of the various agreements Chase holds a security agreement for
the benefit of the noteholders, serves as paying agent, note registrar, controls
the note redemption bank account and serves as escrow agent, initially receiving
all funds received as Note subscriptions from the noteholders. In the event of
non payment of principal or interest on the Notes, the Indenture Trustee may
declare the principal and interest payable immediately and may pursue any
available remedies by proceeding at law or in equity to collect or to enforce
the performance of any provision of the
F-9
<PAGE> 21
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
Notes or the security agreement.
Noteholders may incur risks and uncertainties including concentration of assets
since the Company is not expected to have any significant assets other than
automobile finance contracts and since most of the borrowers and the related
automobile collateral are expected to be located in the states of Oklahoma and
Texas. Other risks include limited operating history of the Servicer and 1995-1,
possible decline in future availability and quality of finance Contracts to be
purchased due to increased competition, possible conflicts of interest between
1995-1 and affiliate entities.
5. STOCKHOLDERS' EQUITY (DEFICIT)
The Company has issued 1,000 shares of common stock to U.S. Automobile
Acceptance Corporation for $50,000 in connection with the organization of the
Company.
The Company incurred operating losses until the purchase of the initial Contract
portfolio was completed in February 1997.
6. RELATED PARTY TRANSACTIONS - COMMITMENT
U.S. Automobile Acceptance Corporation ("USAAC") contractually administers,
services and collects Contracts on behalf of 1995-1 and subcontracts a portion
of the servicing and collection functions to certain automobile dealers and
other subcontractors. The amount paid to USAAC for such services is restricted
by the terms of various agreements.
Five percent (5%) of the proceeds of the Asset-Backed Note offering were paid to
USAAC as reimbursement of registration, legal, accounting, printing, trustee,
marketing, and other out of pocket fees and expenses and allocated general and
administrative and overhead expenses related to the offering and organization of
the Company.
The Servicer is paid a servicing fee of $21.50 per month, per Contract, limited
to maximum of $35,000 per month. In addition, USAAC is paid a one time purchase
administration fee of $125 per Contract purchased, paid monthly, and is paid a
monthly investor administration fee of 1/12th of 1% of the aggregate principal
amount of the Notes outstanding, and 1/12th of 1% of aggregate funds held in
investment accounts.
F-10
<PAGE> 22
Index to Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
3.1 - Articles of Incorporation of U.S. Automobile Acceptance 1995-1, Inc.(1)
3.2 - Bylaws of U.S. Automobile Acceptance 1995-1, Inc. (1)
4.1 - Indenture Agreement between U.S. Automobile Acceptance 1995-1, Inc.
and Texas Commerce Bank National Association, as Trustee, with respect
to the 14% Notes due December 31, 1999. (1)
4.2 - Form of 14% Automobile Contract Note due December 31, 1999. (1)
27 - Financial Data Schedule
</TABLE>
- --------------------------------------------------------------------------------
(1) Incorporated by reference to the Company's Form SB-2 Registration Statement.
- --------------------------------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> CT
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1993 DEC-31-1997
<PERIOD-END> DEC-31-1993 DEC-31-1997
<TOTAL-ASSETS> 14,963 12,335,311
0 0
19 0
<COMMON> 717 1,000
<OTHER-SE> 3,565 0
<TOTAL-LIABILITY-AND-EQUITY> 14,963 12,335,311
<TOTAL-REVENUES> 14,624 2,261,896
<INCOME-TAX> 514 0
<INCOME-CONTINUING> 883 271,226
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 883 271,226
<EPS-PRIMARY> 4.29 271.23
<EPS-DILUTED> 4.13 271.23
</TABLE>
