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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
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: 28050
ONYX ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0577635
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
Onyx Acceptance Corporation
27051 Towne Centre Drive
Foothill Ranch, CA 92610
(949) 465-3900
(Address and telephone number of principal executive offices)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
As of May 14, 2001, there were 4,992,420 shares of registrant's Common
Stock, par value $.01 per share outstanding.
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ONYX ACCEPTANCE CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PAGE
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PART I. Financial Information................................................................... 3
Item 1. Financial Statements
Condensed Consolidated Statements of Financial Condition at March 31,
2001 and December 31, 2000.............................................................. 3
Condensed Consolidated Statements of Income for the three months ended
March 31, 2001 and March 31, 2000....................................................... 4
Consolidated Statement of Stockholders' Equity at March 31, 2001........................ 5
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2001 and March 31, 2000................................................. 6
Notes to Condensed Consolidated Financial Statements.................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations...........................................................................11
Item 3. Quantitative and Qualitative Disclosures about Market Risk..............................18
PART II. Other Information.......................................................................18
Item 1. Legal Proceedings.......................................................................18
Item 4. Submission of Matters to a Vote of Security Holders.....................................19
Item 5. Other Information.......................................................................19
Item 6. Exhibits and Reports on Form 8-K........................................................25
SIGNATURES.......................................................................................26
EXHIBIT INDEX....................................................................................27
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
[UNAUDITED]
MARCH 31, DECEMBER 31,
2001 2000
-------- ------------
(DOLLARS IN THOUSANDS)
ASSETS
Cash and cash equivalents $ 5,941 $ 3,130
Credit enhancement assets 156,550 146,013
Contracts held for sale (Net of allowance) 187,502 170,755
Other assets 11,465 11,482
-------- --------
Total assets $361,458 $331,380
======== ========
LIABILITIES
Accounts payable $ 29,713 $ 22,706
Debt 251,087 233,152
Other liabilities 21,705 19,929
-------- --------
Total liabilities 302,505 275,787
EQUITY
Common stock
Par value $.01 per share; authorized 15,000,000 shares;
issued and outstanding 4,989,504 as of March 31, 2001
and 4,989,504 as of December 31, 2000 50 50
Paid in capital 32,601 32,601
Retained earnings 22,435 21,550
Accumulated other comprehensive income, net of tax 3,867 1,392
-------- --------
Total equity 58,953 55,593
-------- --------
Total liabilities and equity $361,458 $331,380
======== ========
See the accompanying notes to the condensed consolidated financial statements.
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ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED
MARCH 31,
----------------------------
2001 2000
---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Revenues:
Interest income $ 5,637 $ 8,898
Interest expense -- Warehouse lines 4,186 4,940
---------- ----------
Net interest income 1,451 3,958
Gain on sale of contracts 9,319 12,757
Service fee income 14,248 8,679
---------- ----------
Total Revenues 25,018 25,394
Expenses:
Provision for credit losses 334 434
Interest expense-other 1,540 1,446
Operating Expenses:
Salaries and benefits 12,507 11,503
Systems and servicing 1,550 1,574
Telephone and data lines 1,150 1,647
Depreciation 1,254 1,002
General and administrative expenses 5,170 4,929
---------- ----------
Total Operating Expenses 21,631 20,655
---------- ----------
Total Expenses 23,505 22,535
---------- ----------
Income before Income Taxes 1,513 2,859
Income Taxes 628 1,186
---------- ----------
Net Income $ 885 $ 1,673
========== ==========
Net Income per share - Basic $ 0.18 $ 0.27
Net Income per share - Diluted $ 0.17 $ 0.26
Basic Shares Outstanding 4,989,504 6,179,922
Diluted Shares Outstanding 5,132,111 6,349,518
See the accompanying notes to the condensed consolidated financial statements.
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ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In Thousands)
[UNAUDITED]
ACCUMULATED
ADDITIONAL COMPREHENSIVE
COMMON PAID-IN RETAINED GAIN (LOSS), NET
SHARES STOCK CAPITAL EARNINGS OF TAX TOTAL
-------- -------- ---------- -------- ---------------- --------
BALANCE, DECEMBER 31, 2000 4,990 $ 50 $ 32,601 $ 21,550 $ 1,392 $ 55,593
Comprehensive income:
Unrealized gains in securitized
assets, net of tax of $1.9 million 2,813 2,813
Adoption of FAS 133, net of
tax of $596 thousand (840)
Loss on derivatives
reclassified to earnings
net of tax of $596 thousand 840
Unrealized loss in hedging
activities, net of tax of $240 thousand (338) (338)
Net income 885 885
-------- -------- -------- -------- -------- --------
Total comprehensive income 885 2,475 3,360
-------- -------- --------
BALANCE, MARCH 31, 2001 4,990 $ 50 $ 32,601 $ 22,435 $ 3,867 $ 58,953
======== ======== ======== ======== ======== ========
See the accompanying notes to the condensed consolidated financial statements.
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ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
----------------------------
2001 2000
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(DOLLARS IN THOUSANDS)
(UNAUDITED)
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities $ (14,001) $ 24,718
INVESTING ACTIVITIES:
Purchases of property and equipment (1,032) (1,147)
FINANCING ACTIVITIES:
Proceeds from exercise of employee options -- 6
Payments on capital lease obligations (91) (72)
Payments on residual lines of credit (6,817) (46,054)
Proceeds from drawdown on residual
Lines of credit 8,750 6,000
Paydown of warehouse lines related to
Securitizations (331,000) (407,000)
Proceeds from warehouse lines 347,794 425,574
Principal payments on subordinated debt (792) (237)
Payments on other loans -- (116)
--------- ---------
Net cash (used in) provided by financing activities 17,844 (21,899)
--------- ---------
Increase in cash and cash equivalents 2,811 1,672
Cash and cash equivalents at beginning of period 3,130 5,190
--------- ---------
Cash and cash equivalents at end of period $ 5,941 $ 6,862
========= =========
See the accompanying notes to the condensed consolidated financial statements.
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ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1
BASIS OF PRESENTATION
The condensed consolidated financial statements included herein are
unaudited and have been prepared by the Company in accordance with generally
accepted accounting principles for interim financial reporting and Securities
and Exchange Commission regulations. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the regulations. In the opinion of management, the financial
statements reflect all adjustments (of a normal and recurring nature), which are
necessary to present fairly the financial position, results of operations and
cash flows for the interim period. Operating results for the three months ended
March 31, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. The condensed consolidated
financial statements should be read in conjunction with the audited financial
statements and footnotes thereto for the year ended December 31, 2000 included
in the Company's 2000 Annual Report on Form 10-K.
USE OF ESTIMATES
In conformity with generally accepted accounting principles, management
utilizes assumptions and estimates that affect the reported values of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses for
each reporting period. The more significant estimates made in the preparation of
the Company's condensed consolidated financial statements relate to the credit
enhancement assets and the gain on sale of motor vehicle retail installment
sales and loan contracts ("Contracts"). Such assumptions include, but are not
limited to, estimates of loan prepayments, defaults, recovery rates and present
value discount rates. The Company uses a combination of its own historical
experience and expectation of future performance to determine such estimates.
Actual results may differ from the Company's estimates due to numerous factors
both within and beyond the control of Company management. Changes in these
factors could require the Company to revise its assumptions concerning the
amount of voluntary prepayments, the frequency and/or severity of defaults and
the recovery rates associated with the disposition of repossessed vehicles.
RECLASSIFICATION
Certain amounts in the prior quarter and year to date condensed
consolidated financial statements have been reclassified to conform to the
corresponding 2001 presentation.
NOTE 2 - CONTRACTS HELD FOR SALE
Contracts held for sale consisted of the following:
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
(IN THOUSANDS)
Gross contracts held for sale $ 193,192 $ 177,086
Less unearned interest (1,819) (3,302)
--------- ---------
Contracts held for sale 191,373 173,784
Allowance for credit losses (1,261) (1,175)
Dealer participation (2,610) (1,854)
--------- ---------
Total $ 187,502 $ 170,755
========= =========
NOTE 3 -- CREDIT ENHANCEMENT ASSETS
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Credit enhancement assets consisted of the following:
MARCH 31, DECEMBER 31,
2001 2000
-------- -----------
(IN THOUSANDS)
Trust receivable $ 8,075 $ 7,510
RISA 148,475 138,503
-------- --------
Total $156,550 $146,013
======== ========
Retained interest in securitized assets ("RISA") capitalized upon
securitization of Contracts represent the present value of the estimated future
earnings to be received by the Company from the excess spread created in
securitization transactions. Excess spread is calculated by taking the
difference between the coupon rate of the Contracts sold and the weighted
average security rate paid to the investors less contractually specified
servicing and guarantor fees and projected credit losses, after giving effect to
estimated prepayments.
Prepayment and credit loss assumptions are utilized to project future
earnings and are based on historical experience. Credit losses are estimated
using cumulative loss frequency and severity estimates by management. All
assumptions are evaluated each quarter and adjusted, if appropriate, to reflect
the actual performance of the underlying Contracts.
Future earnings are discounted at a rate management believes to be
representative of market at the time of securitization. The balance of RISA is
amortized against actual excess spread income earned on a monthly basis over the
expected repayment life of the underlying Contracts. RISA is classified in a
manner similar to available for sale securities and as such is marked to market
each quarter. Market value changes are calculated by discounting the remaining
projected excess spread using a current market discount rate. Any changes in the
market value of the RISA are reported as a separate component of stockholders'
equity as an unrealized gain or loss, net of deferred taxes. As of March 31,
2001 the market value of RISA was approximately $7.1 million higher than cost.
As of December 31, 2000 the market value of RISA was approximately $2.4 million
higher than cost.
The following table presents the balances and activity for RISA:
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
(IN THOUSANDS)
Beginning Balance $ 138,503 $ 137,171
Additions 19,757 109,173
Amortization (14,552) (61,229)
Sale of RISA (49,924)
Change in unrealized gain on
securities available for sale 4,767 3,312
--------- ---------
Ending Balance $ 148,475 $ 138,503
========= =========
In initially valuing the RISA, the Company establishes an off balance
sheet allowance for probable future credit losses. The allowance is based upon
historical experience and management's estimate of other factors that may affect
portfolio performance. The amount is reviewed periodically and adjustments are
made if actual experience or other factors indicate that future performance may
differ from management's prior estimates.
The following table presents the estimated future undiscounted retained
interest earnings to be received from securitizations. Estimated future
undiscounted RISA earnings are calculated by taking the difference between the
coupon rate of the Contracts sold and the weighted average security rate paid to
the investors, less the contractually specified servicing fee of 1.0% and
financial insurance fees, after giving effect to estimated prepayments and
assuming no losses. To arrive at the RISA, this amount is reduced by the off
balance sheet allowance established for potential future losses and by
discounting to present value at the current market discount rates.
MARCH 31, DECEMBER 31,
2001 2000
----------- -----------
(IN THOUSANDS)
Estimated net undiscounted RISA earnings $ 298,323 $ 286,125
Off balance sheet allowance for losses (117,828) (116,086)
Discount to present value (32,020) (31,536)
----------- -----------
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Retained interest in securitized assets $ 148,475 $ 138,503
=========== ===========
Outstanding balance of contracts sold
through Securitizations $ 2,590,198 $ 2,513,407
NOTE 4 - NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net
income per share ("EPS"):
THREE MONTHS ENDED
MARCH 31,
------------------------
2001 2000
------ ------
(IN THOUSANDS,
EXCEPT $ PER SHARE)
Net Income $ 885 $1,673
====== ======
Weighted average shares outstanding 4,990 6,180
Net effect of dilutive stock options/warrants 142 170
------ ------
Diluted weighted average shares outstanding 5,132 6,350
====== ======
Net income per share:
Basic EPS $ 0.18 $ 0.27
====== ======
Diluted EPS $ 0.17 $ 0.26
====== ======
At March 31, 2001, there were 1.6 million options and 286.6 thousand warrants
outstanding.
NOTE 5 - NEW PRONOUNCEMENTS
In July 2000, the Emerging Issues Task Force reached consensus on Issue
No. 99-20 "Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interests in Securitized Financial Assets." The Task Force
reached a consensus that the holder should recognize the excess of all cash
flows attributable to the beneficial interest estimated at the
acquisition/transaction date (the "transaction date") over the initial
investment (the accretable yield) as interest income over the life of the
beneficial interest using the effective yield method. If the holder of the
beneficial interest is the transferor, the initial investment would be the
allocated carrying amount after application of the relative fair value
allocation method required by Statement 140. The amount of accretable yield
should not be displayed in the balance sheet. The Task Force further reached a
consensus that the holder of a beneficial interest should continue to update the
estimate of cash flows over the life of the beneficial interest. The consensus
in this issue should be applied to the accounting for interest income and
impairment of beneficial interests in securitization transactions meeting the
scope criteria of this issue effective for all fiscal quarters beginning after
March 15, 2001. The Company is presently assessing the effect of Issue No. 99-20
on the consolidated financial statements of the Company.
In September 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities -- A Replacement of FAS 125." This Statement
replaces FAS 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of FAS 125's provisions
without reconsideration. This Statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. This Statement is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001. The Company has adopted the provisions for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral.
NOTE 6 - CHANGE IN ACCOUNTING PRINCIPLE
Effective January 1, 2001 Onyx adopted the provisions of Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"), as amended. SFAS No. 133 requires
companies to record derivatives on the balance sheet as assets and liabilities,
measured at fair value. The accounting for the gain or loss due to changes in
fair value of the derivative instrument depends on whether the derivative
qualifies as a hedge. If the derivative instrument does not qualify as a hedge,
the gains or losses are reported in earnings when they occur. If the derivative
instrument qualifies as a hedge, the accounting varies based upon the type of
risk being hedged.
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Adopting the provisions of SFAS No. 133 on January 1, 2001 resulted in a
one-time cumulative after-tax reduction in Accumulated Other Comprehensive
Income as of January 1, 2001, of $840,000, representing the fair value of the
derivatives net of tax.
All components of each derivative's gain or loss were included in the
assessment of hedge effectiveness. The Company has reclassified to earnings
$840,000 of its loss from adoption, which was recorded in Accumulated Other
Comprehensive Income when the forecasted transaction occurred during the three
months ended March 31, 2001.
Cash Flow Hedges
Onyx maintains an overall risk management strategy that incorporates the
use of interest rate and derivative financial instruments to mitigate its
exposure to significant unplanned fluctuations in earnings caused by volatility
in interest rates. Derivative instruments that are used as part of the Company's
interest exchange rate management strategy include forward interest rate swaps.
These instruments are designated as cash flow hedges. Onyx does not use any of
these instruments for trading or speculative purposes.
The Company uses forward interest rate swaps to hedge the consideration
of the forecasted securitizations. The Company's interest rate swap agreements
involve arrangements to pay a fixed interest rate and receive a floating
interest rate, at specified intervals, calculated on an agreed-upon amortizing
notional amounts. The debt and amounts that the Company hedges are determined
based on prevailing market conditions and the current shape of the yield curve.
Interest rate swap agreements are executed as an integral part of specific
securitization transactions.
Derivative instruments used by Onyx involve, to varying degrees,
elements of credit risk in the event a counterparty should default and market
risk as the instruments are subject to rate and price fluctuations. Credit risk
is managed through the use of credit standard guidelines, counterparty
diversification, monitoring of counterparty financial condition and
International Swap Dealers Association master netting agreements in place with
all derivative counterparties.
Accounting for Derivatives and Hedging Activities
All derivatives are recognized on the balance sheet at their fair value.
On the date that the Company enters into a derivative contract, it designates
the derivative as a hedge of a forecasted transaction of the variability of cash
flows that are to be received or paid in connection with a recognized asset or
liability (a "cash flow" hedge). Changes in the fair value of a derivative that
are highly effective and previously designated to qualify as a cash flow hedge
to the extent that the hedge is effective, are recorded in other comprehensive
income until earnings are affected by the variability of cash flows of the
hedged transaction (e.g., until periodic settlements of a variable asset or
liability are recorded in earnings). Any hedge ineffectiveness (which represents
the amount by which the changes in the fair value of the derivative exceed the
variability in the cash flows of the forecasted transaction) is recorded in
current-period earnings.
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk-management objective and
strategy for undertaking various hedge transactions. This process includes
linking all derivatives that are designated as cash flow hedges or specific firm
commitments or forecasted transactions. The Company also formally assesses (both
at the hedge's inception and on an ongoing basis) whether the derivatives that
are used in hedging transactions have been highly effective in offsetting
changes in the cash flows of hedged items and whether those derivatives may be
expected to remain highly effective in future periods. When it is determined
that a derivative is not, or has ceased to be, highly effective as a hedge, the
Company discontinues hedge accounting prospectively, as discussed below.
The Company will discontinue hedge accounting prospectively when (1) it
determines that the derivative is no longer effective in offsetting changes in
the cash flows of a hedged item such as firm commitments or forecasted
transactions; (2) it is no longer probable that the forecasted transaction will
occur; (3) the derivative expires or is sold, terminated, or exercised; or (4)
management determines that designating the derivative as a hedging instrument is
no longer appropriate.
When the Company discontinues hedge accounting because it is no longer
probable that the forecasted transaction will occur in the originally expected
period, the gain or loss on the derivative remains in Accumulated Other
Comprehensive Income and is reclassified into earnings when the forecasted
transaction affects earnings. However, if it is probable that a forecasted
transaction will not occur by the end of the originally specified time period or
within an additional two-month period of time thereafter, the gains and losses
that were accumulated in Accumulated Other Comprehensive Income will be
recognized immediately in earnings. In a situation in which hedge accounting is
discontinued and the derivative remains outstanding, the Company will carry the
derivative at its fair value on the balance sheet, recognizing changes in the
fair value in current-period earnings.
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NOTE 7 - CONTINGENCIES
The Company is party to various legal proceedings similar to actions
brought against other companies in the motor vehicle finance industry, which are
or may or may not be covered under insurance policies it holds. The Company
vigorously defends such proceedings; however, there is no assurance as to the
results. Based upon information presently available, the Company believes that
the final outcome of all such proceedings should not have a material adverse
effect upon the Company's results of operations, cash flows or financial
condition.
NOTE 8 - SUBSEQUENT EVENTS
During the second quarter of 2001, the Company priced a securitization
totaling $400.0 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Onyx Acceptance Corporation ("Onyx" or the "Company") is a specialized
consumer finance company engaged in the purchase, securitization and servicing
of Contracts originated by franchised and select independent automobile
dealerships. The Company focuses its efforts on acquiring Contracts
collateralized by late model used and, to a lesser extent, new motor vehicles,
entered into with purchasers whom the Company believes have an acceptable credit
profile.
The Company generates revenues primarily through the purchase,
origination, warehousing, subsequent securitization and ongoing servicing of
Contracts. The Company earns net interest income on Contracts held during the
warehousing period. Upon the securitization and sale of Contracts, the Company
recognizes a gain on sale of Contracts, receives future excess cash flows
generated by owner and grantor trusts, and earns fees from servicing the
securitized Contracts.
Prior to securitizing Contracts, the Company earns interest income on
its Contracts, pays interest on funds used to purchase the Contracts and absorbs
any credit losses. After securitization, the net earnings are recorded as
retained interest income, which is a component of servicing income.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income consists primarily of the difference between the
finance revenue earned on Contracts held on the balance sheet during the
warehousing period and the interest costs associated with the Company's
borrowings to purchase such Contracts.
Net interest income totaled approximately $1.5 million for the
three-month period ended March 31, 2001 compared to $4.0 million for the same
period in 2000. The reduction in net interest income was primarily due to the
prefunded structure of the securitization executed during the first quarter
2001. A prefunded securitization reduces the time period that the Contracts are
held for sale, and as a result, reduces the interest income earned on the
related Contracts. However, the Company continues to incur interest expense on
warehouse borrowings throughout the prefunded period, until the final prefunded
contracts are purchased and delivered to the trust.
GAIN ON SALE OF CONTRACTS
The Company recorded a gain on sale of Contracts of $9.3 million, or
2.3% of securitized Contracts for the three months ended March 31, 2001,
compared to $12.8 million or 3.0% of securitized Contracts for the same period
in 2000. The reduction of the gain was principally due to management's decision
to target higher credit-worthy borrowers. In targeting higher credit-worthy
borrowers, the Company's weighted average net interest rate spread before
issuance costs and losses on securitized Contracts declined to 4.77% versus
5.02% for the same period in 2000. The net interest rate spread is the
difference between the weighted average Contract rate of the securitized assets,
and the weighted average investor rate inclusive of all costs related to the
sale.
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The net interest rate spread is also affected by product mix, general market
conditions and overall market interest rates.
SERVICE FEE INCOME
Service fee income includes retained interest income, contractual
servicing income and other fee income. Retained interest income represents
excess spread earned on securitized Contracts less any losses not absorbed by
the off balance sheet allowance for losses. Retained interest income is
dependent upon the average excess spread on the securitized Contracts and the
size of the serviced portfolio. Changes in the amount of prepayments and credit
losses may also affect the amount and timing of retained interest income.
Contractual service fee income is earned at a rate of 1% per annum on the
outstanding balance of Contracts securitized. Other fee income consists
primarily of documentation fees, late charges and deferment fees and is
dependent on the number of Contracts originated and the size of the serviced
portfolio. Increased competition may also affect the amount of other fee income
that the Company may earn when originating or servicing Contracts.
Service fee income increased to $14.2 million or 57.0% of total revenues
for the three months ended March 31, 2001, compared to $8.7 million or 34.2% of
total revenues for the three months ended March 31, 2000. This increase is due
primarily to higher amounts of net excess cash flows generated from the sold
portion of the portfolio and service fees as a result of the growth of the
serviced portfolio.
PROVISION FOR CREDIT LOSSES
The Company maintains an allowance for credit losses to cover
anticipated losses for Contracts held for sale. The allowance for credit losses
is increased by adjusting the provision for credit losses to cover additional
Contracts originated and increases in loss estimates and decreased by actual
losses on the Contracts held for sale or by the reduction of the amount of
Contracts held for sale. The level of the allowance is based principally on the
outstanding balance of Contracts held for sale and the historical loss trends
for the period of time the Contracts are held before being sold in a
securitization. When the Company sells Contracts in a securitization
transaction, it reduces its allowance for credit losses and factors potential
losses into its calculation of gain on sale. The Company believes that the
allowance for credit losses is currently adequate to absorb potential losses.
The provision for credit losses totaled $334 thousand for the three months ended
March 31, 2001, compared to $434 thousand for the same period in 2000. Provision
for credit losses consists of net credit losses incurred during the warehousing
period plus future provision for losses reserved against the net changes in
Contracts held for sale during the period. Net credit losses accounted for $222
thousand during the three months ended March 31, 2001, compared to $296 thousand
for the same period in 2000.
OPERATING EXPENSES
Total operating expenses were $21.6 million or 3.1% of the average
serviced portfolio for the three months ended March 31, 2001 compared to $20.7
million or 3.7% of the average serviced portfolio for the same period in 2000.
The dollar increase in total operating expenses is primarily attributable to an
increase in the average serviced portfolio for the period. The average serviced
portfolio increased to $2.8 billion for the three months ended March 31, 2001
from $2.2 billion for the same period in 2000, an increase of approximately 27%.
The Company incurred salary and benefit expenses of $12.5 million for
the three months ended March 31, 2001, compared to $11.5 for the same period in
2000. This increase is attributable to the incremental staffing requirements
related to the expansion of operations and the growth of the serviced portfolio.
The number of employees at the Company, including temporary staff, increased
from 920 at March 31, 2000, to 1,152 at March 31, 2001.
System and servicing expenses remained stable at $1.6 million for the
quarters ended March 31, 2000 and 2001, as the Company renegotiated several
contracts with its major service providers. The Company has also acquired a loan
accounting and collection system during 2000, and intends to bring these
processes in-house during 2001.
Telephone and data line charges declined to $1.2 million from $1.6
million for the first quarter of 2001 and 2000 respectively. Although these
charges generally increase with the growth of the serviced portfolio, the
reduction between 2001 and 2000 was primarily due to renegotiated contracts for
long distance rates with certain carriers. Assuming no additional reduction in
long distance rates, the Company expects these charges to increase with the
continued growth of the serviced portfolio.
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Depreciation expenses increased to $1.3 million for the three months
ended March 31, 2001 compared to $1.0 million for the same period in 2000, as
the Company continued to invest in technology and infrastructure. General and
administrative expenses increased to $5.2 million for the three months ended
March 31, 2001 compared to $4.9 million for the same period in 2000. Higher
expenses are primarily due to the growth of the average serviced portfolio.
INCOME TAXES
The Company files federal and state tax returns. The effective tax rates
for March 31, 2001 and 2000 were 41.5%.
FINANCIAL CONDITION
CONTRACTS HELD FOR SALE
Contracts held for sale totaled $191.4 million at March 31, 2001,
compared to $173.8 million at December 31, 2000. The balance in the held for
sale portfolio is largely dependent upon the timing of the origination and
securitization of Contracts. The Company completed securitization transactions
of $400.0 million during the first quarter of 2001 and the fourth quarter of
2000. The Company plans to continue to securitize Contracts on a regular basis.
The following table illustrates the changes in the Company's Contract
acquisition volume, securitization activity and servicing portfolio during the
past five fiscal quarters:
SELECTED QUARTERLY FINANCIAL INFORMATION
FOR THE QUARTERS ENDED
--------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
2000 2000 2000 2000 2001
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Contracts purchased/originated during Period $ 468,742 $ 434,144 $ 367,636 $ 401,181 $ 430,524
Average monthly volume during period 156,247 144,714 122,545 133,727 143,508
Gain on sale of Contracts 12,756 13,989 12,066 6,217 9,319
Contracts securitized during period 430,000 450,000 440,000 400,000 400,000
Servicing portfolio at period end 2,344,399 2,500,207 2,584,152 2,690,606 2,784,411
ASSET QUALITY
The Company monitors and attempts to minimize delinquencies and losses
through timely collections and the use of a predictive dialing system. At March
31, 2001, delinquencies represented 2.29% of the amount of Contracts in its
serviced portfolio compared to 4.14% at December 31, 2000. Net charge-offs as a
percentage of the average servicing portfolio were 2.68% for the quarter ended
March 31, 2001, compared to 2.33% for the same period in 2000.
Off balance sheet reserves at March 31, 2001 and December 31, 2000
remained at 4.6%. Off balance sheet reserves are those reserves established and
maintained on Contracts sold to the grantor and owner trusts in connection with
securitizations.
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DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO
MARCH 31, 2001 DECEMBER 31, 2000
--------------------------- ---------------------------
AMOUNT NO. AMOUNT NO.
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
Servicing portfolio $2,784,411 279,513 $2,690,606 269,372
Delinquencies(1)(2)
31-59 days $ 38,021 4,116 $ 71,681 7,424
60-89 days 13,167 1,415 23,085 2,285
90+ days 12,579 1,405 16,748 1,749
---------- ---------- ---------- ----------
Total $ 63,767 6,936 $ 111,514 11,458
========== ========== ========== ==========
Total delinquencies as a percent of Servicing portfolio 2.29% 2.48% 4.14% 4.25%
----------
(1) Delinquencies include principal amounts only, net of repossessed
inventory and accounts in bankruptcy. Delinquent repossessed inventory
as a percent of the serviced portfolio was 0.91% and 0.83% at March 31,
2001 and December 31, 2000, respectively. Delinquent contracts in
bankruptcy as a percent of the serviced portfolio was 0.60% and 0.52% at
March 31, 2001 and December 31, 2000, respectively.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO
FOR THE THREE MONTHS ENDED
MARCH 31,
-----------------------------
2001 2000
---------- ----------
(DOLLARS IN THOUSANDS)
Average servicing portfolio(1) $2,758,385 $2,238,058
Number of gross charge-offs 3,108 2,361
Gross charge-offs $ 20,907 $ 15,054
Net charge-offs(2) $ 18,488 $ 13,052
Annualized net charge-offs as a percent
of average Servicing portfolio 2.68% 2.33%
----------
(1) Average is based on daily balances.
(2) Net charge-offs are gross charge-offs minus recoveries on Contracts
previously charged off.
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THE FOLLOWING TABLE ILLUSTRATES THE MONTHLY PERFORMANCE OF EACH OF THE
SECURITIZED POOLS OUTSTANDING FOR THE PERIOD FROM THE DATE OF SECURITIZATION
THROUGH MARCH 31, 2001:
MONTH 97-2 97-3 97-4 98-1 98-A 98-B 98-C 99-A 99-B 99-C 99-D 00-A 00-B 00-C 00-D 01-A
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
2 0.00% 0.00% 0.00% 0.01% 0.01% 0.00% 0.02% 0.00% 0.00% 0.01% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
3 0.02% 0.02% 0.01% 0.02% 0.03% 0.02% 0.02% 0.02% 0.03% 0.03% 0.01% 0.02% 0.02% 0.01% 0.00%
4 0.07% 0.09% 0.04% 0.08% 0.07% 0.08% 0.04% 0.05% 0.07% 0.06% 0.04% 0.04% 0.04% 0.03% 0.02%
5 0.22% 0.13% 0.11% 0.14% 0.14% 0.19% 0.15% 0.11% 0.14% 0.16% 0.09% 0.11% 0.10% 0.06% 0.07%
6 0.32% 0.24% 0.20% 0.24% 0.23% 0.33% 0.27% 0.21% 0.27% 0.28% 0.15% 0.18% 0.17% 0.11%
7 0.59% 0.36% 0.28% 0.40% 0.37% 0.45% 0.46% 0.35% 0.43% 0.47% 0.24% 0.37% 0.30% 0.26%
8 0.80% 0.47% 0.43% 0.53% 0.42% 0.61% 0.57% 0.49% 0.60% 0.64% 0.43% 0.63% 0.44% 0.41%
9 0.91% 0.62% 0.55% 0.68% 0.51% 0.82% 0.74% 0.63% 0.85% 0.83% 0.59% 0.87% 0.67% 0.65%
10 1.07% 0.73% 0.72% 0.85% 0.70% 0.95% 0.94% 0.81% 1.07% 1.09% 0.76% 1.05% 0.90%
11 1.26% 0.81% 0.87% 1.04% 0.85% 1.10% 1.12% 1.04% 1.34% 1.31% 0.99% 1.27% 1.11%
12 1.42% 0.94% 0.95% 1.20% 1.01% 1.20% 1.30% 1.29% 1.56% 1.47% 1.20% 1.59% 1.38%
13 1.58% 1.10% 1.08% 1.33% 1.17% 1.36% 1.54% 1.49% 1.79% 1.62% 1.41% 1.82%
14 1.68% 1.23% 1.19% 1.46% 1.37% 1.48% 1.73% 1.72% 1.90% 1.77% 1.52% 2.03%
15 1.80% 1.38% 1.36% 1.61% 1.48% 1.64% 1.90% 1.90% 2.08% 2.00% 1.70%
16 1.97% 1.58% 1.42% 1.71% 1.59% 1.89% 2.10% 2.10% 2.23% 2.08% 2.00%
17 2.10% 1.68% 1.52% 1.88% 1.76% 2.05% 2.28% 2.26% 2.42% 2.29% 2.17%
18 2.23% 1.77% 1.64% 2.01% 1.96% 2.22% 2.51% 2.46% 2.63% 2.48% 2.40%
19 2.35% 1.91% 1.75% 2.17% 2.07% 2.37% 2.71% 2.59% 2.71% 2.61%
20 2.48% 2.04% 1.85% 2.25% 2.25% 2.50% 2.83% 2.71% 2.89% 2.73%
21 2.59% 2.11% 1.97% 2.41% 2.37% 2.67% 2.95% 2.83% 3.08%
22 2.72% 2.20% 2.08% 2.52% 2.48% 2.79% 3.08% 2.88% 3.21%
23 2.81% 2.31% 2.12% 2.63% 2.65% 2.92% 3.25% 3.03% 3.31%
24 2.85% 2.41% 2.23% 2.75% 2.76% 3.06% 3.39% 3.21%
25 2.93% 2.51% 2.36% 2.86% 2.81% 3.14% 3.45% 3.28%
26 2.96% 2.59% 2.41% 2.98% 2.95% 3.23% 3.57% 3.34%
27 3.09% 2.71% 2.52% 3.06% 2.99% 3.28% 3.72%
28 3.17% 2.79% 2.55% 3.15% 3.03% 3.35% 3.81%
29 3.22% 2.92% 2.62% 3.19% 3.12% 3.45% 3.91%
30 3.26% 2.94% 2.71% 3.26% 3.13% 3.50%
31 3.33% 3.01% 2.77% 3.33% 3.18% 3.57%
32 3.39% 3.04% 2.81% 3.40% 3.24%
33 3.48% 3.08% 2.85% 3.42% 3.26%
34 3.51% 3.11% 2.88% 3.46% 3.28%
35 3.54% 3.20% 2.93% 3.53%
36 3.55% 3.21% 2.91% 3.56%
37 3.56% 3.23% 2.94% 3.59%
38 3.56% 3.24% 2.98%
39 3.58% 3.25% 3.00%
40 3.58% 3.27% 3.01%
41 3.58% 3.32%
42 3.59% 3.34%
43 3.60% 3.36%
44 3.61%
45 3.61%
46 3.62%
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LIQUIDITY AND CAPITAL RESOURCES
The Company requires substantial cash and capital resources to operate
its business. Its primary uses of cash include: (i) acquisition of Contracts;
(ii) payments of dealer participation; (iii) securitization costs; (iv)
settlements of hedging transactions; (v) operating expenses; and (vi) interest
expense. The capital resources available to the Company include: (i) interest
income during the warehousing period; (ii) servicing fees; (iii) releases from
spread accounts; (iv) settlements of hedging transactions; (v) sales of
Contracts in securitizations; and (vi) borrowings under its credit facilities.
Management believes that the resources available to the Company provide the
needed capital to fund the anticipated expansion of the Company, Contract
purchases, and investments in origination and servicing capabilities.
Cash used in operating activities was $14.0 million for the three months
ended March 31, 2001, compared to $24.7 million provided in the three months
ended March 31, 2000. Cash provided by operating activities during the first
quarter of 2000 was primarily due to the securitization of the Company's
residual cash flows from 15 of its then outstanding securitizations, resulting
in a cash inflow of approximately $49.0 million. A portion of the proceeds of
this transaction was used to pay down two of the Company's residual financing
facilities, and to pay off a third residual financing facility. Cash used in
investing activities was $1.0 million for the three months ended March 31, 2001,
compared to $1.1 million for the three months ended March 31, 2000, as the
Company continued to invest in technology and infrastructure. Cash provided by
financing activities was $17.8 million for the three months ended March 31,
2001, compared to $22.0 million used during the three months ended March 31,
2000. The difference was primarily due to the Company reducing its residual
lines of credit in connection during March 2000 in connection with the residual
securitization.
CP Facilities: As of March 31, 2001, the Company was party to two
primary Contract warehousing programs (the "CP Facilities"), one a $355 million
facility with Triple-A One Funding Corporation ("Triple-A"), and the other a
$150 million facility with Park Avenue Receivables Corporation ("Parco"). Two of
the Company's special purpose subsidiaries, Onyx Acceptance Financial
Corporation ("Finco") for the Triple-A Facility and Onyx Acceptance Receivables
Corporation ("Recco") for the Parco Facility, are the borrowers under the CP
Facilities. The CP Facilities are used to fund the purchase or origination of
Contracts. Triple-A and Parco are both rated commercial paper asset-backed
conduits sponsored by MBIA Insurance Corporation ("MBIA") and The Chase
Manhattan Bank ("Chase"), respectively. MBIA provides credit enhancement for
both facilities by issuing financial guarantee insurance policies covering all
principal and interest obligations owed for the borrowings under the facilities.
The Company pledges its Contracts held for sale to borrow from Triple-A and from
Parco. The Parco Facility was renewed in August 2000, and expires in August
2001, but may be renewed at the option of the lender. The Triple-A Facility was
renewed in September 2000. This facility will expire in September 2001 but may
be renewed at the option of the lender.
The Residual Lines: The Company, through Fundco, has three residual
financing facilities: a $20.0 million facility with Merrill Lynch International
("MLI") executed in May 2000, a $50.0 million line with Salomon Smith Barney
Realty Corporation ("SBRC") and a $35.0 million facility with Credit Suisse
First Boston (Europe) Limited, as buyer ("CSFB-Europe"), and Credit Suisse First
Boston Corporation, as agent ("CSFB") executed in October 2000. (The SBRC
facility together with the facility with MLI, and the newest facility with
CSFB-Europe described above are sometimes referred to herein as the "Residual
Lines"). The Residual Lines are used by the Company to finance operating
requirements. The lines utilize collateral-based formulas that set borrowing
availability to a percentage of the value of excess cash flow to be received
from certain securitizations. The facility provided by MLI has a one year term
expiring in May 2001, and will not be renewed. Each loan under the SBRC line or
the CSFB-Europe line matures one year after the date of the loan; the Company
expects each loan to be renewed at term.
Subordinated Debt: As of March 31, 2001, the Company had outstanding
approximately $18.7 million of subordinated debt. $6.7 million of this amount is
being amortized through February 2003 with a stated interest rate of 9.5%. The
remaining balance has a stated interest rate of 12.5% and a maturity of June
2006.
The facilities and lines above contain affirmative, negative and
financial covenants typical of such credit facilities. The Company was in
compliance with these covenants as of March 31, 2001.
Hedging and Interest Rate Risk Management. The Company employs a hedging
strategy that is intended to minimize the risk of interest rate fluctuations and
which historically has involved the execution of forward interest rate swaps or
use of a pre-funding structure for the Company's securitizations. The Company is
not required to maintain collateral on the outstanding hedging program.
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SECURITIZATIONS
Regular securitizations are an integral part of the Company's business
plan because they allow the Company to increase its liquidity, provide for
redeployment of its capital and reduce risks associated with interest rate
fluctuations. The Company has developed a securitization program that involves
selling interests in pools of its Contracts to investors through the public
issuance of AAA/Aaa rated asset-backed securities. The Company completed a
AAA/Aaa rated publicly underwritten asset-backed securitization in the amount of
$400 million in the first quarter of 2001.
During the second quarter of 2001, the Company priced a securitization
totaling $400 million.
The net proceeds of securitizations are used to pay down outstanding
indebtedness incurred under the Company's credit facilities to purchase
Contracts, thereby creating availability for the purchase of additional
Contracts. Through March 31, 2001, the Company has securitized $5.6 billion of
its Contracts in 23 separate transactions. In each of its securitizations, the
Company has sold its Contracts to a newly formed grantor or owner trust, which
issues certificates and/or notes in an amount equal to the aggregate principal
balance of the Contracts.
The Company arranges for credit enhancement to achieve an improved
credit rating on the asset-backed securities issued. This credit enhancement has
taken the form of a financial guaranty insurance policy issued by MBIA or a
predecessor of MBIA (the "Financial Guarantee Insurance Policy"), insuring the
payment of principal and interest due on the asset-backed securities.
The Company receives servicing fees for its duties relating to the
accounting for and collection of the Contracts. In addition, the Company is
entitled to the future excess cash flows arising from the trusts. Generally, the
Company sells the Contracts at face value and without recourse, except that
certain representations and warranties with respect to the Contracts are
provided by the Company as the servicer and Finco as the seller to the trusts.
Gains on sale of Contracts arising from securitizations provide a
significant portion of the Company's revenues. Several factors affect the
Company's ability to complete securitizations of its Contracts, including
conditions in the securities markets generally, conditions in the asset-backed
securities market specifically, the credit quality of the Company's portfolio of
Contracts and the Company's ability to obtain credit enhancement.
INTEREST RATE EXPOSURE AND HEDGING
The Company is able through the use of varying maturities on advances
from the CP Facilities to lock in rates during the warehousing period, when in
management's judgment it is appropriate, to limit interest rate exposure during
such warehousing period (See "Risk Factors -- Interest Rate Risk").
The Company has the ability to move rates upward in response to rising
borrowing costs because the Company currently does not originate Contracts near
the maximum rates permitted by law. Further, the Company employs a hedging
strategy, which primarily consists of the execution of forward interest rate
swaps. These hedges are entered into by the Company in numbers and amounts,
which generally correspond to the anticipated principal amount of the related
securitization. Gains and losses relative to these hedges are recognized in full
at the time of securitization as an adjustment to the gain on sale of the
Contracts. The Company has only used counterparties with investment grade debt
ratings from national rating agencies for its hedging transactions.
Management monitors the Company's hedging activities on a frequent basis
to ensure that the hedges, their correlation to the total consideration to be
received in the forecasted securitization and the amounts being hedged continue
to provide effective protection against interest rate risk. The Company's
hedging strategy requires estimates by management of monthly Contract
acquisition volume and timing of its securitizations. If such estimates are
materially inaccurate, then the Company's gain on sales of Contracts and results
of operations and cash flows could be adversely affected. The amount and timing
of hedging transactions are determined by senior management based upon the
amount of Contracts purchased and the interest rate environment.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2000, the Emerging Issues Task Force reached consensus on Issue
No. 99-20 "Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interests in Securitized Financial Assets." The Task Force
reached a consensus that the holder should recognize the excess of all cash
flows attributable to the beneficial interest estimated at the
acquisition/transaction date (the "transaction date") over the initial
investment (the accretable yield) as interest income over the life of the
beneficial interest using the effective yield method. If the holder of the
beneficial interest is the transferor, the initial investment would be the
allocated
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carrying amount after application of the relative fair value allocation method
required by Statement 125. The amount of accretable yield should not be
displayed in the balance sheet. The Task Force further reached a consensus that
the holder of a beneficial interest should continue to update the estimate of
cash flows over the life of the beneficial interest. The consensus in this issue
should be applied to the accounting for interest income and impairment of
beneficial interests in securitization transactions meeting the scope criteria
of this issue effective for all fiscal quarters beginning after March 15, 2001.
The Company is presently assessing the effect of Issue No. 99-20 on the
consolidated financial statements of the Company.
In September 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities -- A Replacement of FAS 125." This Statement
replaces FAS 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of FAS 125's provisions
without reconsideration. This Statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. This Statement is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001. The Company has adopted the provisions for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because the Company's funding strategy is dependent upon the issuance of
interest-bearing securities and the incurrence of debt, fluctuations in interest
rates impact the Company's profitability. As a result, the Company employs
various hedging strategies to limit certain risks of interest rate fluctuations.
See "Management's Discussion and Analysis -- Hedging and Interest Rate Risk
Management" and "Risk Factors -- We Are Subject to Interest Rate Fluctuations."
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As a consumer finance company, the Company is subject to various
consumer claims and litigation seeking damages and statutory penalties based
upon, among other things, disclosure inaccuracies and wrongful repossession,
which could take the form of a plaintiff's class action complaint. The Company,
as the assignee of finance Contracts originated by dealers, may also be named as
a co-defendant in lawsuits filed by consumers principally against dealers.
Finally, the Company also is subject to other litigation common to the motor
vehicle finance industry and businesses in general. The damages and penalties
claimed by consumers and others in these types of matters can be substantial.
The relief requested by the plaintiffs varies but includes requests for
compensatory, statutory and punitive damages. The Company is currently a
defendant in three consumer class action lawsuits. One such proceeding, served
in 1999, in which the Company is a defendant, has been brought as a class action
and is pending in the State of California. A class was certified in 2000; in the
matter, the plaintiffs raise issues regarding the payment of dealer
participation to dealers. The trial in this matter recently concluded and the
Company is awaiting the court's decision. Another such proceeding, served in
2000, in which the Company is a defendant, was brought as a putative class
action and is pending in the state of New Jersey. This case recently settled for
a nominal amount and will be dismissed once the settlement documentation is
finalized.
In another such consumer class action, filed and served in 1999, pending
in Orange County Superior Court in the state of California, and entitled Jason
Bollinger v. Onyx Acceptance Corporation (Action number 807831), the plaintiffs
alleged that the Company sent defective post-repossession notices to certain
California borrowers following the repossession or voluntary surrender of their
vehicles. The Company, without admitting liability, entered into a settlement
agreement with respect to this matter, and this agreement was approved by the
court in October 2000. Under the terms of the settlement, the Company refunded
certain amounts collected on deficiencies related to class members' accounts (in
some instances, with interest) and paid a certain portion of the plaintiff's
counsel fees and other amounts. Pursuant to the settlement, the monies from
refund checks not cashed by the class members cannot be returned to the Company.
In accordance with the settlement, these amounts shall be paid as follows:
one-half to the plaintiff's counsel up to a negotiated cap, as an additional
attorney's fee award, and the remainder to a non-profit youth soccer
organization in Orange County, California where the Company's headquarters is
located. One of the children of Mr. Hall, the Company's President and Chief
Executive Officer, participates in this organization. Mr. Hall has also
volunteered in certain capacities in this organization.
On January 25, 2000, a putative class action complaint was filed against
the Company and certain of the Company's officers and directors alleging
violations of Section 10(b) and 20(a) of the Securities and Exchange Act of 1934
arising from the Company's use of the cash-in method of measuring and accounting
for credit enhancement assets in the financial statements. The matter is
entitled D.
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Colin v. Onyx Acceptance Corporation, et al, in the U.S. District Court for the
Central District of California (Case number SACV 00-0087 (GLT)(EEx)). The
Company believes that its previous use of the cash-in method of measuring and
accounting for credit enhancement assets was consistent with then current
generally accepted accounting principles and accounting practices of other
finance companies. As required by the Financial Accounting Standards Board's
Special Report, "A Guide to Implementation of Statement 125 on Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,
Second Edition," dated December 1998 and related statements made by the staff of
the Securities and Exchange Commission, the Company retroactively changed the
method of measuring and accounting for credit enhancement assets to the cash-out
method and restated the Company's financial statements for 1996, 1997 and the
first three fiscal quarters of 1998. In February 2001, an amended complaint was
dismissed with prejudice by the court; the plaintiff has filed a notice of
appeal.
Management believes that the Company has taken prudent steps to address
the litigation risks associated with the Company's business activities. However,
there can be no assurance that the Company will be able to successfully defend
against all such claims or that the determination of any such claim in a manner
adverse to the Company would not have a material adverse effect on the Company's
automobile finance business.
In the opinion of management, the resolution of the proceedings
described in this section will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the first quarter of the fiscal year
covered by this Quarterly Report on Form 10-Q to a vote of security holders,
through the solicitation of proxies or otherwise.
ITEM 5. OTHER INFORMATION
FORWARD LOOKING STATEMENTS
The preceding Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which provides a "safe harbor" for these types of statements. This
Quarterly Report on Form 10-Q contains forward-looking statements which reflect
the current views of Onyx Acceptance Corporation with respect to future events
and financial performance. These forward looking statements are subject to
certain risks and uncertainties, including those identified below which could
cause actual results to differ materially from historical results or those
anticipated. Forward-looking terminology can be identified by the use of terms
such as "may," "will," "expect," "anticipate," "estimate," "should" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Onyx Acceptance
Corporation undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The following factors could cause actual results to differ
materially from historical results or those anticipated: (1) the level of demand
for auto contracts, which is affected by such external factors as the level of
interest rates, the strength of the various segments of the economy, debt burden
held by consumers and demographics of the lending markets of Onyx Acceptance
Corporation; (2) continued dealer relationships; (3) fluctuations between
consumer interest rates and the cost of funds; (4) federal and state regulation
of auto finance operations; (5) competition within the consumer lending
industry; (6) the availability and cost of securitization transactions and (7)
the availability and cost of warehouse and residual financing.
RISK FACTORS
You should carefully consider the following risks in your evaluation of
us and our Common Stock. The risks and uncertainties described below are not the
only ones facing our Company. Additional risks and uncertainties, including but
not limited to credit, economic, competitive, governmental and financial factors
affecting our operations, markets, financial products, and services and other
factors discussed in our filings with the Securities and Exchange Commission,
may also adversely impact and impair our business. If any of these risks
actually occur, our business, results of operations, cash flows or financial
condition would likely suffer. In such case, the trading price of our common
stock could decline, and you may lose all or part of the money you paid to buy
our common stock.
We Need Substantial Liquidity.
We require a substantial amount of liquidity to operate our business.
Among other things, we use such liquidity to:
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- acquire Contracts;
- pay dealer participation;
- pay securitization costs and fund related accounts;
- settle hedge transactions;
- satisfy working capital requirements and pay operating expenses;
and
- pay interest expense.
A substantial portion of our revenues in any period is represented by
gain on sale of Contracts generated by a securitization in such period, but the
cash underlying such revenues is received over the life of the Contracts.
We have operated on a negative cash flow basis and expect to do so in
the future as long as the volume of Contract purchases continues to grow. We
have historically funded these negative operating cash flows principally through
borrowings from financial institutions, sales of equity securities and sales of
subordinated notes. We cannot assure you, however, that (1) we will have access
to the capital markets in the future for equity, debt issuances or
securitizations, or (2) financing through borrowings or other means will be
available on acceptable terms to satisfy our cash requirements. If we are unable
to access the capital markets or obtain acceptable financing, our results of
operations, financial condition and cash flows would be materially and adversely
affected.
We Depend on Warehouse Financing.
We depend on warehousing facilities with financial institutions to
finance the purchase or origination of Contracts pending securitization. Our
business strategy requires that such financing continue to be available during
the warehouse period.
Whether the CP Facilities continue to be available to us depends on,
among other things, whether we maintain a target net yield for the Contracts
financed under the CP Facilities and comply with certain financial covenants
contained in the sale and servicing agreements between us, as seller, and our
wholly-owned special purpose finance subsidiaries, Finco or Recco, as
applicable, as purchaser. These financial covenants include:
- a minimum ratio of net worth plus subordinated debt to total
assets;
- a maximum ratio of credit enhancement assets to tangible net
worth;
- earnings before interest, depreciation and taxes coverage ratio;
and
- minimum cash on hand.
We cannot assure you that our CP Facilities will be available to us or
that they will be available on favorable terms. If we are unable to arrange new
warehousing credit facilities or extend our existing credit facilities when they
expire, our results of operations, financial condition and cash flows could be
materially and adversely affected.
We Depend on Residual Financing.
When we sell our Contracts in securitizations, we receive cash and a
residual interest in the securitized assets ("RISA"). The RISA represents the
future cash flows to be generated by the Contracts in excess of the interest
paid on the securities issued in the securitization and other costs of servicing
the Contracts and completing the securitization. We typically use the RISA from
each securitization as collateral to borrow cash to finance our operations. The
amount of cash advanced by our lenders under our Residual Lines depends on a
collateral formula that is determined in large part by how well our securitized
Contracts perform. If our portfolio of securitized Contracts experienced higher
delinquency and loss ratios than expected, then the amount of money we could
borrow under the Residual Lines would be reduced. The reduction in availability
under these Residual Lines could materially and adversely affect our
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operations, financial condition and cash flows. Additionally, we are subject,
under the documentation governing the Residual Lines, to certain financial
covenants.
We Depend on Securitizations to Generate Revenue.
We rely significantly upon securitizations to generate cash proceeds for
repayment of our warehouse and our residual credit facilities and to create
availability to purchase additional Contracts. Further, gain on sale of
Contracts generated by our securitizations represents a significant portion of
our revenues. Our ability to complete securitizations of our Contracts is
affected by the following factors, among other things:
- conditions in the securities markets generally;
- conditions in the asset-backed securities market specifically;
- the credit quality of our portfolio of Contracts; and
- our ability to obtain credit enhancement.
If we were unable to profitably securitize a sufficient number of our
Contracts in a particular financial reporting period, then our revenues for such
period could decline and could result in lower net income or a loss for such
period. In addition, unanticipated delays in closing a securitization could also
increase our interest rate risk by increasing the warehousing period for our
Contracts.
We Depend on Credit Enhancement.
From inception through March 31, 2001, each of our securitizations has
utilized credit enhancement in the form of a financial guarantee insurance
policy in order to achieve "AAA/Aaa" ratings. This form of credit enhancement
reduces the cost of the securitizations relative to alternative forms of credit
enhancements currently available to us. We cannot assure you that:
- we will be able to continue to obtain credit enhancement in any
form from our current provider;
- we will be able to obtain credit enhancement from any other
provider of credit enhancement on acceptable terms; or
- future securitizations will be similarly rated.
We also rely on financial guarantee insurance policies to reduce our
borrowing cost under the CP Facilities. If our current provider's credit rating
is downgraded or if it withdraws our credit enhancement, we could be subject to
higher interest costs for our future securitizations and financing costs during
the warehousing period. Such events could have a material adverse effect on our
results of operations, financial condition and cash flows.
We Are Subject to Interest Rate Fluctuations.
Our profitability is largely determined by the difference, or "spread,"
between the effective rate of interest received by us on the Contracts acquired
and the interest rates payable under our credit facilities during the
warehousing period and for securities issued in securitizations.
Several factors affect our ability to manage interest rate risk. First,
the Contracts are purchased or originated at fixed interest rates, while amounts
borrowed under our credit facilities bear interest at variable rates that are
subject to frequent adjustment to reflect prevailing rates for short-term
borrowings. Our policy is to increase the buy rates we issue to dealerships or,
for the Contracts we originate, to increase rates we make available to consumers
for Contracts in response to increases in our cost of funds during the
warehousing period. However, there is generally a time lag before such increased
borrowing costs can be offset by increases in the buy rates for Contracts and,
in certain instances, the rates charged by our competitors may limit our ability
to pass through our increased costs of warehouse financing.
Second, the spread can be adversely affected after a Contract is
purchased or originated and while it is held during the warehousing period by
increases in the prevailing rates in the commercial paper markets. While the CP
Facilities permit us to select maturities of up
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to 270 days for commercial paper, if we selected a shorter maturity or had a
delay in completing a securitization, we would face this risk.
Third, the interest rate demanded by investors in securitizations is a
function of prevailing market rates for comparable transactions and the general
interest rate environment. Because the Contracts purchased or originated by us
have fixed rates, we bear the risk of spreads narrowing because of interest-rate
increases during the period from the date the Contracts are purchased until the
pricing of our securitization of such Contracts. We employ a hedging strategy
that is intended to minimize this risk and which historically has involved the
execution of forward interest rate swaps or use of a pre-funding structure for
our securitizations. However, we cannot assure you that this strategy will
consistently or completely offset adverse interest-rate movements during the
warehousing period or that we will not sustain losses on hedging transactions.
Our hedging strategy requires estimates by management of monthly Contract
acquisition volume and timing of our securitizations. If such estimates are
materially inaccurate, then our gains on sales of Contracts, results of
operations and cash flows could be materially and adversely affected.
We also have exposure to interest rate fluctuations under the Residual
Lines. The interest rates are based on 30 day LIBOR and reset each month. In
periods of increasing interest rates our cash flows, results of operations and
financial condition could be adversely affected.
In addition, we have some interest rate exposure to falling interest
rates to the extent that the interest rates charged on Contracts sold in a
securitization with a pre-funding structure decline below the rates prevailing
at the time that the securitization prices. Such a rate decline would reduce the
interest rate spread because the interest rate on the notes and/or the
certificates would remain fixed. This would negatively impact the gains on sale
of Contracts and our results of operations and cash flows.
We Will Be Adversely Affected When Contracts are Prepaid or Defaulted.
Our results of operations, financial condition, cash flows, and
liquidity depend, to a material extent, on the performance of Contracts
purchased, originated, warehoused, and securitized by us. A portion of the
Contracts acquired by us may default or prepay during the warehousing period. We
bear the risk of losses resulting from payment defaults during the warehousing
period. In the event of payment default, the collateral value of the financed
vehicle may not cover the outstanding Contract balance and costs of recovery. We
maintain an allowance for credit losses on Contracts held during the warehousing
period which reflects management's estimates of anticipated credit losses during
such period. If the allowance is inadequate, then we would recognize as an
expense the losses in excess of such allowance, and our results of operations
could be adversely affected. In addition, under the terms of the CP Facilities,
we are not able to borrow against defaulted Contracts.
Our servicing income can also be adversely affected by prepayment of or
defaults under Contracts in the serviced portfolio. Our contractual servicing
revenue is based on a percentage of the outstanding principal balance of such
Contracts. Thus, if Contracts are prepaid or charged-off, then our servicing
revenue will decline to the extent of such prepaid or charged-off Contracts.
The gain on sale of Contracts recognized by us in each securitization
and the value of the retained interest in securitized assets ("RISA") in each
transaction reflects management's estimate of future credit losses and
prepayments for the Contracts included in such securitization. If actual rates
of credit loss or prepayments, or both, on such Contracts exceed those
estimated, the value of the RISA would be impaired. We periodically review our
credit loss and prepayment assumptions relative to the performance of the
securitized Contracts and to market conditions. Our results of operations and
liquidity could be adversely affected if credit loss or prepayment levels on
securitized Contracts substantially exceed anticipated levels. If necessary, we
would write-down the value of the RISA through a reduction to servicing fee
income. Further, any write down of RISA could reduce the amount available to us
under our Residual Lines, thus requiring us to pay down amounts outstanding
under the facilities or provide additional collateral to cure the borrowing base
deficiency.
We Will Be Adversely Affected If We Lose Servicing Rights.
Our results of operations, financial condition and cash flows would be
materially and adversely affected if any of the following were to occur:
- loss of the servicing rights under our sale and servicing
agreements for the CP Facilities;
- loss of the servicing rights under the applicable pooling and
servicing or sale and servicing agreement of a grantor trust or
owner trust, respectively; or
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- a trigger event that would block release of future excess cash
flows generated from the grantor trusts' or owner trusts'
respective spread accounts.
We are entitled to receive servicing income only while we act as
servicer under the applicable sales and servicing agreements or pooling and
servicing agreements. Under the CP Facilities our right to act as servicer can
be terminated by our lender or financial insurer, upon the occurrence of certain
events.
Our Quarterly Earnings May Fluctuate.
Our revenues have fluctuated in the past and are expected to fluctuate
in the future principally as a result of the following factors:
- the timing and size of our securitizations;
- variations in the volume of our Contract acquisitions;
- the interest rate spread between our cost of funds and the
average interest rate of purchased Contracts;
- the effectiveness of our hedging strategies; and
- the investor rate for securitizations.
Any significant decrease in our quarterly revenues could have a material
adverse effect on our results of operations, financial condition, cash flows and
stock price.
We Depend on Key Personnel.
Our future operating results depend in significant part upon the
continued service of our key senior management personnel, none of whom is bound
by an employment agreement. Our future operating results also depend in part
upon our ability to attract and retain qualified management, technical, and
sales and support personnel for our operations. Competition for such personnel
is intense. We cannot assure you that we will be successful in attracting or
retaining such personnel. The loss of any key employee, the failure of any key
employee to perform in his or her current position or our inability to attract
and retain skilled employees, as needed, could materially and adversely affect
our results of operations, financial condition and cash flows.
Our Industry is Highly Competitive.
Competition in the field of financing retail motor vehicle sales is
intense. The automobile 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, as well as banks, savings
associations, independent finance companies, credit unions and leasing
companies. Several of these competitors have greater financial resources than we
do. Many of these competitors also have long-standing relationships with
automobile dealerships, and offer dealerships or their customers other forms of
financing or services not provided by us. Our ability to compete successfully
depends largely upon our relationships with dealerships and the willingness of
dealerships to offer those Contracts that meet our underwriting criteria to us
for purchase. We cannot assure you that we will be able to continue to compete
successfully in the markets we serve.
We May Be Harmed by Adverse Economic Conditions.
We are a motor vehicle consumer auto finance company whose activities
are dependent upon the sale of motor vehicles. Our ability to continue to
acquire Contracts in the markets in which we operate and to expand into
additional markets is dependent upon the overall level of sales of new and used
motor vehicles in those markets. A prolonged downturn in the sale of new and
used motor vehicles, whether nationwide or in the California markets, could have
an adverse impact upon us, our results of operations and our ability to
implement our business strategy.
The automobile industry generally is sensitive to adverse economic
conditions both nationwide and in California, where we have our largest
single-state exposure. Periods of rising interest rates, reduced economic
activity or higher rates of unemployment generally result in a reduction in the
rate of sales of motor vehicles and higher default rates on motor vehicle
contracts. We cannot assure you
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that such economic conditions will not occur, or that such conditions will not
result in severe reductions in our revenues or the cash flows available to us to
permit us to remain current on our credit facilities.
We Are Subject to System Risks.
The Company is currently in the process of converting from an external
service provider for its loan accounting and collections system to an in-house
system. If this process is not completed in a successful manner, or if issues
with the in-house system arise in the future, we may be unable to fund Contracts
and service the outstanding portfolio. The failure of this process could
materially and adversely affect our results of operations, financial condition
and cash flows.
We Are Subject to Many Regulations.
Our business is subject to numerous federal and state consumer
protection laws and regulations, which, among other things:
- require us to obtain and maintain certain licenses and
qualifications;
- limit the interest rates, fees and other charges we are allowed
to charge;
- limit or prescribe certain other terms of our Contracts;
- require specific disclosures; and
- define our rights to repossess and sell collateral.
We believe that we are in compliance in all material respects with all
such laws and regulations, and that such laws and regulations have had no
material adverse effect on our ability to operate our business. However, we will
be materially and adversely affected if we fail to comply with:
- applicable laws and regulations;
- changes in existing laws or regulations;
- changes in the interpretation of existing laws or regulations;
or
- any additional laws or regulations that may be enacted in the
future.
We Are Subject to Litigation Risks.
We are party to various legal proceedings, similar to actions brought
against other companies in the motor vehicle finance industry and other
businesses. Companies in the motor vehicle finance industry have been named as
defendants in an increasing number of class action lawsuits brought by
purchasers of motor vehicles claiming violation of various federal and state
consumer credit and similar laws and regulations. We are defendants in three
such consumer class action lawsuits, one of which was served on us in 2000. One
such proceeding, served in 1999, in which we are a defendant, has been brought
as a putative class action and is pending in the State of California. A class
was certified in 2000; in the matter, the plaintiffs raise issues regarding the
payment of dealer participation to dealers. The trial in this matter recently
concluded and we are awaiting the court's decision. Another such proceeding,
served in 2000, in which we are a defendant, was brought as a putative class
action and is pending in the state of New Jersey. This case recently settled for
a nominal amount and will be dismissed once the settlement documentation is
finalized.
In another such consumer class action, filed and served in 1999, pending
in Orange County Superior Court in the state of California, and entitled Jason
Bollinger v. Onyx Acceptance Corporation (Action number 807831), the plaintiffs
alleged that we sent defective post-repossession notices to certain California
borrowers following the repossession or voluntary surrender of their vehicles.
Without admitting liability, we entered into a settlement agreement with respect
to this matter, and this agreement was approved by the court in October 2000.
Under the terms of the settlement, we refunded certain amounts collected on
deficiencies related to class members' accounts (in some instances, with
interest) and paid a certain portion of the plaintiff's counsel fees and other
amounts. Pursuant to the settlement, the monies from refund checks not cashed by
the class members cannot be returned to us. In accordance with the settlement,
these amounts shall be paid as follows: one-half to the plaintiff's counsel up
to a
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negotiated cap, as an additional attorney's fee award, and the remainder to a
non-profit youth soccer organization in Orange County, California where the our
headquarters is located. One of the children of Mr. Hall, the Company's
President and Chief Executive Officer, participates in this organization. Mr.
Hall has also volunteered in certain capacities in this organization.
On January 25, 2000, a putative class action complaint was filed against
us and certain of our officers and directors alleging violations of Section
10(b) and 20(a) of the Securities and Exchange Act of 1934 arising from our use
of the cash-in method of measuring and accounting for credit enhancement assets
in the financial statements. The matter is entitled D. Colin v. Onyx Acceptance
Corporation, et al, in the U.S. District Court for the Central District of
California (Case number SACV 00-0087 (GLT)(EEx)). We believe that our previous
use of the cash-in method of measuring and accounting for credit enhancement
assets was consistent with then current generally accepted accounting principles
and accounting practices of other finance companies. As required by the
Financial Accounting Standards Board's Special Report, "A Guide to
Implementation of Statement 125 on Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities, Second Edition," dated
December 1998 and related statements made by the staff of the Securities and
Exchange Commission, we retroactively changed the method of measuring and
accounting for credit enhancement assets to the cash-out method and restated our
financial statements for 1996, 1997 and the first three fiscal quarters of 1998.
In February 2001, an amended complaint was dismissed with prejudice by the
court; the plaintiff has filed a notice of appeal.
While we intend to vigorously defend ourselves against such proceedings,
there is a chance that our results of operations, financial condition and cash
flows could be materially and adversely affected by unfavorable outcomes.
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) Exhibits
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.107 Onyx Acceptance Corporation Non-Qualified Deferred
Compensation Plan
10.108 The Onyx Acceptance Corporation Non-Qualified Deferred
Compensation Plan Trust Agreement
21.1 Subsidiaries of the Registrant.
----------
(b) Reports on Form 8-K
None.
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SIGNATURE
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.
ONYX ACCEPTANCE CORPORATION
By: /s/ JOHN W. HALL
------------------------------------
John W. Hall
President and Principal
Executive Officer
Date: March 14, 2001
By: /s/ DON P. DUFFY
------------------------------------
Don P. Duffy
Executive Vice President and
Principal Financial Officer
Date: March 14, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
-------- -------------
10.107 Onyx Acceptance Corporation Non-Qualified Deferred
Compensation Plan
10.108 The Onyx Acceptance Corporation Non-Qualified Deferred
Compensation Plan Trust Agreement
21.1 Subsidiaries of the Registrant.
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