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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
[ ] 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 33-8 928-D
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 75-2578376
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1120 NW 63RD , SUITE 250, OKLAHOMA CITY, OKLAHOMA 73116
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(Address of principal executive offices)
(405) 843-3135
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed
since last report)
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 123 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _____ No _____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _______ No _______ Not Applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
1,000 shares of Common Stock
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEE ATTACHED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
U.S. Automobile Acceptance Corporation 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 high yield sub-prime motor
vehicle retail installment contracts (the "Contracts"). In 1996, the Company,
under the Securities Act of 1933, as amended, completed a publicly registered
note offering of $9,900,000 of 14% Secured Promissory Notes due December 31,
1999 (the "Notes").
The Company has incurred very high customer defaults in its high
interest yielding used automobile sub-prime finance portfolio. In addition the
Company has experienced a high dealership guarantee default rate for many of the
automobile dealers form which automobile finance contracts were purchased.
Accordingly the Company's operating, collection, repossession and collateral
deposition costs, as well as losses from collateral dispositions, general and
administrative expenses and legal costs attempting to enforce recourse
agreements have been much higher that anticipated. Therefore, the decreased size
of the performing contract portfolio has resulted in substantially decreased
interest revenues. USAA 1995-1 has incurred finance contract write offs
substantially in excess of originally anticipated amounts.
ITEM 3. LEGAL PROCEEDINGS - CHAPTER 7 BANKRUPTCY
On December 15, 1999 the Company defaulted in the payment of its secured
notes. On February 4, 2000, Chase Bank of Texas, as Indenture Trustee filed an
involuntary bankruptcy petition under Chapter 7 of the United States Bankruptcy
Code. As of November 20, 2000 the Company is operating under the supervision of
the United State Bankruptcy Court of the Northern District of Texas.
The Company is not aware of any other legal proceedings as of November
29, 2000 except certain laswuits incurred in the ordinary course of business
against automobile dealers who have defaulted in dealer recourse and/or
guarantee agreements.
ITEM 4. CHANGES IN SECURITIES
NONE
ITEM 5. DEFAULTS UPON SENIOR SECURITIES
On December 15, 1999, the Company defaulted in payment of $9,900,000 of
its secured notes. See items 2 and 3 above.
ITEM 6. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 7. OTHER INFORMATION
NONE
2
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ITEM 8. EXHIBITS AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules:
The financial statements attached are filed as part of
this annual report.
The financial data schedule is listed under exhibits.
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed.
(c) Exhibits:
EXHIBIT
NUMBER EXHIBIT
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. Texas Commerce Bank
National Association, as Trustee, with
respect the 14% Notes due December 31, 1999.
(1)
4.2 - Form of 14% Note due December 31, 1999. (1)
27 - Financial Data Schedule
(d) Financial Statements excluded by Rule 14a-3(b): None.
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(1) Incorporated by reference to the Company's Registration Statement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
(Registrant) U. S. Automobile Acceptance 1995-1, Inc.
Date: November 29, 2000 (Signature) /s/ MICHAEL R. MARSHALL
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Michael R. Marshall, President and Chief
Financial Officer
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Statement of Net Assets (Liabilities)
in Liquidation as of March 31, 1999 F-2
Statement of Changes in Net Assets
in Liquidation for the year ended
March 31, 1999 F-3
Notes to Financial Statements F-4
</TABLE>
All financial statement schedules are omitted because they are not applicable,
not required, or the information required to be set forth therein is included in
the financial statements or the notes thereto.
F-1
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF NET ASSETS (LIABILITIES) IN LIQUIDATION
As of March 31, 1999
(Unaudited)
ASSETS
<TABLE>
<S> <C>
Cash and cash equivalents $ 1,558,671
Contracts receivable, at estimated realizable
value, less allowance for future losses and
liquidation costs of $566,518 1,559,698
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TOTAL NET ASSETS IN LIQUIDATION $ 3,118,369
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LIABLITIES AND STOCKHOLDERS' (DEFICIT)
Notes payable, includes amounts not ultimately
recoverable by noteholders $ 9,900,000
Accrued interest payable 115,500
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TOTAL LIABILITIES 10,015,500
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Common Stock 1,000
Paid in Capital 49,000
Accumulated Deficit (6,947,131)
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TOTAL STOCKHOLDERS (DEFICIT) (6,897,131)
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TOTAL NET LIABILITIES IN LIQUIDATION $ 3,118,369
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</TABLE>
See accompanying notes to financial statements
F-2
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(Unaudited)
<TABLE>
<S> <C>
Net assets at December 31, 1998 $ 3,864,869
Changes in net assests for the three months ended March 31, 1999:
Cash collections in excess of expenses 464,009
Cash distributed to noteholders (346,500)
Decrease in contracts receivable (864,009)
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NET ASSETS AT MARCH 31, 1999 $ 3,118,369
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</TABLE>
See accompanying notes to financial statements
F-3
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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 conduct an asset backed note offering and
to use the proceeds to purchase, collect and service high yield sub-prime credit
retail automobile and light truck financing contacts ("Contracts").
ASSET-BACKED NOTE OFFERING - The Company filed a Registration Statement in 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.
The notes were issued under the terms of an Indenture Agreement between the
Company and Chase Bank, formerly Texas Commerce Bank National Association, as
Trustee. The Notes are secured by the contracts and proceeds thereof.
CHAPTER 7 BANKRUPTCY - The Company has in years 1998 and 1999 incurred very high
customer defaults in its high interest yielding used automobile sub-prime
finance portfolio. In addition the Company has experienced a high dealership
guarantee default rate for many of the automobile dealers from which automobile
finance contracts were purchased. Accordingly the Company's operating,
collection, repossession and collateral deposition costs, as well as losses from
collateral dispositions, general and administrative expenses and legal costs
attempting to enforce recourse agreements have been much higher than
anticipated. Therefore, the decreased size of the performing contract portfolio
has resulted in substantially decreased interest revenues. USAA 1995-1 has
incurred finance contract write offs substantially in excess of originally
anticipated amounts.
On December 15, 1999 the Company defaulted in the payment of its secured notes.
On February 4, 2000, Chase Bank of Texas, as Indenture Trustee filed an
involuntary bankruptcy petition under Chapter 7 of the United States Bankruptcy
Code. As of November 20, 2000 the Company is operating under the supervision of
the United State Bankruptcy Court of the Northern District of Texas.
Presently it cannot be determined whether the amounts realizable from the
disposition of the remaining assets of the amounts that creditors may agree to
accept in settlement or the obligations due them will differ materially from the
amounts shown in the accompanying financial statements.
F-4
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - The Company is in Chapter 7 Bankruptcy. Accordingly, the
Company has adopted the liquidation basis of accounting in which the assets and
liabilities are presented on a net realizable value basis. Assets are reflected
at estimated current value less allowance for realization costs. Liabilities are
reduced to the net assets available for their payment.
USE OF ESTIMATES - The preparation of financial statements in conformity with
the generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures regarding contingent assets and liabilities at the
date of the financial statements, and the amounts of revenues and expenses
reported during the period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all investments with a
maturity of three months or less, when purchased, to be cash equivalents. The
use of cash of the Company is restricted by the terms of the indenture agreement
between the Company and Chase Bank, as Indenture Trustee and by the bankruptcy
court.
FINANCE CONTRACTS - Finance Contracts are stated a Contract balance less an
allowance for collection cost and estimated future losses.
CREDIT LOSSES - The Company has incurred and continues to incur high credit
losses. The Company advises that these credit losses resulted principally from
higher than anticipated repossession rates and failure of automobile dealers to
honor their recourse and contract replacement agreements. The Company has taken
legal action against defaulting dealers which is their policy, but does not
expect any significant future recovery. The Company charges off contracts
receivable as an individual contract is determined to be uncollectible.
INCOME TAXES - The Company has adopted SFAS No. 109, Accounting for Income
Taxes, whereby deferred income taxes reflect the net tax effects of (a)
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry forwards. The Company has incurred an
aggregate tax and financial reporting loss from incorporation and accordingly
has no income tax liability.
3. NOTES PAYABLE
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.
F-5
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
The notes have been issued under the terms of an Indenture Agreement between
the Company and Chase Bank, as trustee. The Notes are collateralized by the
Contracts and proceeds thereof. Under the terms of the various agreements Chase
holds a security agreement for the benefit of the notehoders, serves as paying
agent, note registrar, and serves a escrow agent.
See note 1 for description of the default in the payment of the Company's notes
payable.
4. RELATED PARTY TRANSACTIONS
U.S. Automobile Service Corporation ("USASC") contractually administers,
services and collects Contracts on behalf of 1995-1 and is paid for services
provided. U.S. Automobile Acceptance Corporation ("USAAC") is paid a monthly
investor administration fee of 1/12th of 1% of the aggregate principal amount of
the Notes outstanding, and 1/12th of 1% of the aggregate funds held in
investment accounts. All other general and administrative expenses are paid by
1995-1 or reimbursed to USAAC.
F-6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<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>
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(1) Incorporated by reference to the Company's Registration Statement
