<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, 1999
[ ] 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 250
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 5(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[ ] No[ ]
At December 31, 1999, 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 purchased Contracts, at a discount, created by
the sale of used automobiles and light trucks. The Company 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 250, Oklahoma
City, Oklahoma 73116.
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 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.
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.
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 required 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.
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CONTRACT PURCHASING AND COLLECTING ACTIVITIES
The Company's Contracts were purchased, at a discount, from automobile
dealerships. The Company's Contract collecting activities are conducted through
services provided by the Servicer pursuant to an agreement with the Company. The
Contracts were generally purchased at discounts ranging from 5% to 25% below the
total future net principal balance owed on such Contracts. The Company did not
participate in the retail sales by the automobile dealers of the financed
vehicles from which the Contracts arise. The Company has discontinued purchasing
Contracts.
ITEM 2. PROPERTIES
The Company has no material physical properties.
ITEM 3. LEGAL PROCEEDINGS
The Company is presently in Chapter 7 Bankruptcy in the Northern
District of Texas. Management is not aware of any other legal proceedings
pending against the Company or its assets. The Company has in the ordinary
course of business filed numerous legal proceedings against various automobile
dealers for breech of contract and failure to honor dealer recourse agreements.
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.
ITEM 6. SELECTED FINANCIAL DATA
The Financial Statements attached here to have been prepared using
liquidation basis of accounting and represents managements opinion of the
liquidation value of the net assets of the Company. No separate selected
financial data is included herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
GENERAL
During 1999 the Company has continued to incur substantial operating
losses resulting principally from poor performance of its contract receivable
portfolio resulting in substantial additional write-off of contract receivable,
increased operating, legal, administrative and collateral disposition costs and
decreased interest revenues related to the defaulted contracts. Many
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automobile dealers have failed to honor dealer recourse agreement resulting in
legal actions against many dealers. The contract receivables of the Company have
not performed as expected, the Company has not been able to pay its obligations
when due and is presently in Chapter 7 Bankruptcy.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See index at page F-1.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age, background and principal occupation of the sole director
and executive officer of the Company is set forth below:
Mr. Michael R. Marshall, age 51, is the sole officer and director of the
Company. Mr. Marshall holds a Bachelor of Business Administration Degree in
Accounting which he obtained in 1971 from Texas A & M University. From 1971
through 1977 Mr. Marshall was employed at Coopers & Lybrand, Certified Public
Accountants, 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 assisted 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 loans of distressed
financial institutions.
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At December 31, 1998, 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
------------------- --------- -------------------------------
<S> <C> <C>
U.S. Automobile Acceptance Corporation
1120 N.W. 63rd, Suite 250
Oklahoma City, OK 73116 1,000 100%
</TABLE>
ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
U.S. Automobile Acceptance Corporation is the owner 100% of the issued
and outstanding common stock of the Company. The Company's contracts have been
administrated, serviced and collected on behalf of the Company by U.S.
Automobile Service Corporation, an affiliate. The Servicer subcontracts a
portion of the servicing of the contracts to qualified automobile dealers and
other qualified subcontractors. The Servicer is paid for services provided. In
addition, the Company's Parent has been paid a monthly investor administration
fee of 1/12th of 1% of the aggregate principal amount of the Notes outstanding,
and 1/12th of 1% of aggregate
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funds held in investment accounts. All other general and administrative expenses
of the Company have been paid by 1995-1 or reimbursed to USAAC.
PART IV
ITEM 12. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules:
The financial statements attached 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 has been incorporated into the
Notes to Financial Statements.
(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. 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
(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 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: November 29, 2000
------------------
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 November 29, 2000
------------------------- (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.
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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
Statement of Net Assets (Liabilities)
in Liquidation as of December 31, 1999 F-3
Statement of Changes in Net Assets
in Liquidation for the year ended
December 31, 1999 F-4
Notes to Financial Statements F-5
</TABLE>
All financial statement schedules are omitted because they are not applicable,
not required, or the information required to be set forth therein is included in
the financial statements or the notes thereto.
F-1
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[TYSON HOPKINS LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
Board of Directors
U.S. Automobile Acceptance 1995-1, Inc.
I have audited the statement of net assets (liabilities) in liquidation of U.S.
Automobile Acceptance 1995-1, Inc. (a Texas Corporation) as of December 31,
1999. In addition, I have audited the statement of changes in net assets in
liquidation for the year ended December 31, 1999. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted audit standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principals used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
On December 15, 1999 the Company defaulted in the payment of its $9,900,000 of
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. Accordingly, the accompanying financial statements are prepared on a
liquidation basis.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the net assets (liabilities) in liquidation of U.S.
Automobile Acceptance 1995-1, Inc. as of December 31, 1999, and the changes in
net assets in liquidation for the year then ended, in conformity with generally
accepted accounting principals applied on the basis of accounting described in
the preceding paragraph.
TYSON HOPKINS
Oklahoma City, Oklahoma
November 20, 2000
F-2
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF NET ASSETS (LIABILITIES) IN LIQUIDATION
As of December 31, 1999
<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents $ 1,154,774
Contracts receivable, at estimated realizable
value, less allowance for future losses and
liquidation costs of $566,541 349,043
------------
TOTAL NET ASSETS IN LIQUIDATION $ 1,503,817
============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Notes payable, includes amounts not ultimately
recoverable by noteholders $ 9,900,000
Accrued interest payable 231,000
------------
TOTAL LIABILITIES 10,131,000
------------
Common Stock
1,000
Paid in Capital 49,000
Accumulated Deficit (8,677,183)
------------
TOTAL STOCKHOLDERS (DEFICIT) (8,627,183)
------------
TOTAL NET LIABILITIES IN LIQUIDATION $ 1,503,817
============
</TABLE>
See accompanying notes to financial statements
F-3
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
For the year ended December 31, 1999
<TABLE>
<S> <C>
Net assets at December 31, 1998 $ 3,864,869
Changes in net assets for the year ended December 31, 1999:
Cash collections in excess of expenses 983,613
Cash distributed to noteholders (1,270,000)
Decrease in contracts receivable (2,074,665)
-----------
NET ASSETS AT DECEMBER 31, 1999 $ 1,503,817
===========
</TABLE>
See accompanying notes to financial statements
F-4
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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-5
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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-6
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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 noteholders, 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-7
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 Articles of Incorporation of U.S. Automobile Acceptance 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
