1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1998 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 33-88928-D
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-2578376
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
1120 NW 63rd, Suite G-108, Oklahoma City, Oklahoma 73116
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(Address of principal executive offices)
(405) 843-3135
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 123 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No Not Applicable.
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
1,000 shares of Common Stock
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
BALANCE SHEET
As of June 30, 1998 and September 30, 1998
(Unaudited)
ASSETS
June 30, September 30,
1998 1998
------------ -------------
Cash and cash equivalents $ 1,295,759 $ 1,442,689
Contracts receivable 8,457,267 7,822,135
Capitalized note offering costs 1,735,908 1,735,908
Other 19,279 18,621
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TOTAL ASSETS $ 11,508,213 $ 11,019,353
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued interest payable $ 115,500 $ 115,500
Unearned interest, contract purchase
discounts, and allowance for losses 1,567,336 1,108,674
Notes payable 9,900,000 9,900,000
Other 9,949 9,949
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TOTAL LIABILITIES 11,592,785 11,134,123
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Commitments
Stockholders' equity:
Common Stock,$1.00 par value, 3,000
shares authorized, 1,000 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 49,000 49,000
Retained earnings (deficit) (134,572) (164,770)
------------ -------------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (84,572) (114,770)
------------ -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 11,508,213 $ 11,019,353
============ =============
See accompanying notes to financial statements
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF OPERATIONS
For the three months and the nine months ended September 30, 1998
(Unaudited)
Three Months Nine Months
Ended Ended
Sept. 30, 1998 Sept. 30, 1998
-------------- --------------
Interest income $ 490,499 $ 1,442,091
Interest expense 346,500 1,039,500
-------------- --------------
Net interest income 143,999 402,591
General and administrative expenses 174,197 520,626
-------------- --------------
Net income (loss) $ (30,198) $ (118,035)
============== ==============
Net income (loss) per share of
common stock $ (30.20) $ (118.04)
============== ==============
See accompanying notes to financial statements
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF STOCKHOLDERS' EQUITY
For the three months and the nine months ended September 30, 1998
(Unaudited)
Common Stock Paid-In Retained
Shares Amount Capital Earnings Total
--------- --------- --------- --------- ---------
Balances, December 31,
1997 1,000 $ 1,000 $ 49,000 $ (46,735) $ 3,265
Net (loss) for six
months ended
June 30, 1998 -0- -0- -0- (87,837) (87,837)
--------- --------- --------- --------- ---------
Balances, June 30,
1998 1,000 1,000 49,000 (134,572) (84,572)
Net (loss) for three
months ended
September 30, 1998 -0- -0- -0- (30,198) (30,198)
--------- --------- --------- --------- ---------
Balances, September 30,
1998 1,000 $ 1,000 $ 49,000 $(164,770) $(114,770)
========= ========= ========= ========= =========
See accompanying notes to financial statements
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
STATEMENT OF CASH FLOWS
For the three months and the nine months ended September 30, 1998
(Unaudited)
Three months Six months
ended ended
Sept. 30, 1998 Sept. 30, 1998
-------------- --------------
Cash flows from operating activities:
Net income (loss) $ (30,198) $ (118,035)
(Increase) decrease in other assets 658 (9,060)
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Net cash provided (used) by
operating activities (29,540) (127,095)
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Cash flows from investing activities:
Purchase of contracts receivable (22,391) (503,587)
Increase (decrease) in unearned
interest, purchase discount and
allowance for losses (458,662) (596,146)
Principal collections from
contracts receivable 657,523 1,667,116
-------------- --------------
Net cash provided (used) by
investing activities 176,470 567,383
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Net increase (decrease) in cash
and cash equivalents 146,930 440,288
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,295,759 1,002,401
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,442,689 $ 1,442,689
============== ==============
See accompanying notes to financial statements
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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 purchase, collect and service retail
installment sale financing contracts created by the sale of used automobiles and
light trucks ("Contracts"). The Company targets automobile purchasers who are
typically unable to obtain credit from traditional sources (sub-prime credit
consumers). The contracts generally have APR interest rates at or near the
maximum rate allowed by the state in which the automobile sale was originated
and the payment terms are generally from 24 to 48 months. The contracts are
originated by used car divisions of new car dealerships and by independent used
car dealerships ("Dealers"), with the Company's type financing arrangement
generally being referred to as indirect consumer lending.
To date, all contract purchases have been financed through the issuance of
publicly registered notes ("Notes") of the Company. The Notes are collateralized
by individual motor vehicle retail installment Contracts. The Contracts are
secured by liens on used automobile and light trucks and are generally purchased
at discounts ranging from 2% to 25% below the total future net principal balance
owed on such Contracts. Purchase discounts vary depending on the credit
worthiness of the individual borrower and financial strength added by additional
credit support agreements provided by the Dealers from which Contracts have been
purchased. The Dealer credit support agreements are usually in the form of
Contract replacement agreements, direct dealer recourse agreements, limited
guarantee agreements or some other form of cash hold-back arrangement.
ASSET-BACKED NOTE OFFERING - The Company filed a Registration Statement in 1995
with the Securities and Exchange Commission and various state security boards
with respect to its offering of up to $9,900,000 of 14% Promissory Notes due
December 31, 1999. The $500,000 minimum required subscription amount was reached
in September 1995 and the offering became effective. The offering was fully
subscribed in August 1996. The Company became fully operational in February
1997. Prior to February 1997, the Company was considered to be in the
"development stage" as substantially all of its efforts have been expended in
establishing the new business, raising capital and purchasing initial finance
Contracts.
The Notes were issued under the terms of an Indenture Agreement between the
Company and Chase Bank of Texas, formerly Texas Commerce Bank National
Association, as Trustee. The Notes are secured by the contracts and proceeds
thereof.
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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 accounting and reporting policies of the Company
conform to generally accepted accounting principles and to general practices
within the finance industry.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosures regarding contingent assets and liabilities at the date of the
financial statements, and the amounts of revenues and expenses reported during
the period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all investments with a
maturity of three months or less, when purchased, to be cash equivalents.
RESTRICTED CASH - The use of cash of the Company is restricted by the terms of
an indenture agreement between the Company and Chase Bank of Texas, as Indenture
Trustee, to initially purchase Contracts and for payment of allowed expenses,
trustee's fees and expenses, interest paid by transfers to Note Redemption
Account for payment to Noteholders and before Note Redemption Trigger Date
(January 1, 1999), any remaining proceeds used to purchase additional eligible
Contracts, and after Note Redemption Trigger Date, any remaining proceeds
deposited into Note Redemption Account for payment of Notes.
FINANCE CONTRACTS AND INCOME RECOGNITION - Upon purchase of a Contract, the
Company records the gross amount of the Contract as a gross contract receivable
and the difference between gross contract receivable and cost of the Contract
purchased is recorded as unearned interest, discounts and allowance for loan
losses. Income from finance contracts is recognized using the effective interest
method.
The Company makes periodic sales of Contracts to third party buyers for cash.
Income from sale of Contracts is recognized at the time of the sale.
CAPITALIZED NOTE OFFERING COSTS - Costs directly related to note offering cost
are capitalized and amortized as notes payable are retired.
CREDIT LOSSES - The Company believes that amounts included in unearned interest,
discounts and allowance for loan losses accounts are sufficient to cover any
loan losses that will be incurred in the future. If management determines that
additional loss reserves are necessary in the future they will be established at
that time.
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS - SFAS No. 107, Disclosure About Fair Value
of Financial Instruments, requires the disclosure, to the extent practicable, of
the fair value of financial instruments which are recognized or unrecognized in
the balance sheet. In Management's opinion, the fair value of finance contracts
and Notes payable is approximately the same as the carrying value reflected in
the financial statements.
INCOME TAXES - The Company has adopted SFAS No. 109, Accounting for Income
Taxes, whereby deferred income taxes reflect the net tax effects of (a)
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry forwards. The Company has incurred an
aggregate tax and financial reporting loss from incorporation through June 30,
1998 and accordingly has no income tax liability as of June 30, 1998.
3. CONTRACTS RECEIVABLE
At September 30, 1998 contracts receivable were as follows:
Sept. 30, 1998
--------------
Cost of Contracts purchased $ 6,713,441
Unearned interest, purchase
discounts and dealer hold-
backs 1,108,694
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TOTAL ANTICIPATED CONTRACT
PAYMENTS $ 7,822,135
==============
Use of proceeds of contract receivable collections is restricted to repayment of
Notes payable described in Note 4, payment of certain allowed expenses of the
Company and the purchase of additional Contracts.
As of December 31, 1997, the Company charged approximately $660,000 to unearned
interest, Contract purchase discounts and allowance for losses, as management
estimates future losses to be incurred on non performing Contracts as of
December 31, 1997. No additional charges had been made as of September 30, 1998.
4. NOTES PAYABLE
At June 30, 1998 and September 30, 1998 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.
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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 of Texas, as trustee. The Notes are collateralized by the
Contracts and proceeds thereof. 1995-1 holds vehicle titles and/or liens on the
vehicles as collateral for Contracts until they are paid in full. Use of
proceeds of contract collections of 1995-1 is restricted to payments on the
Notes, payment of certain allowed expenses of 1995-1 and the purchase of
additional Contracts.
Under the terms of the various agreements Chase holds a security agreement for
the benefit of the noteholders, serves as paying agent, note registrar, controls
the note redemption bank account and serves as escrow agent, initially receiving
all funds received as Note subscriptions from the noteholders. In the event of
non payment of principal or interest on the Notes, the Indenture Trustee may
declare the principal and interest payable immediately and may pursue any
available remedies by proceeding at law or in equity to collect or to enforce
the performance of any provision of the Notes or the security agreement.
Noteholders may incur risks and uncertainties including concentration of assets
since the Company is not expected to have any significant assets other than
automobile finance contracts and since most of the borrowers and the related
automobile collateral are expected to be located in the states of Oklahoma and
Texas. Other risks include limited operating history of the Servicer and 1995-
1, possible decline in future availability and quality of finance Contracts to
be purchased due to increased competition, possible conflicts of interest
between 1995-1 and affiliate entities.
5. STOCKHOLDERS' EQUITY
The Company issued 1,000 shares of common stock for $50,000 in connection with
the organization of the Company.
6. RELATED PARTY TRANSACTIONS - COMMITMENT
U.S. Automobile Acceptance Corporation ("USAAC") contractually administers,
services and collects Contracts on behalf of 1995-1 and subcontracts a portion
of the servicing and collection functions to certain automobile dealers and
other subcontractors. The amount paid to USAAC for such services is restricted
by the terms of various agreements.
Five percent (5%) of the proceeds of the Asset-Backed Note offering were paid to
USAAC as reimbursement of registration, legal, accounting, printing, trustee,
marketing, and other out of pocket fees and expenses and allocated general and
administrative and overhead expenses related to the offering and organization of
the Company.
The Servicer is paid a servicing fee of $21.50 per month, per Contract,
limited to maximum of $35,000 per month. In addition, USAAC is paid a one
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U.S. AUTOMOBILE ACCEPTANCE 1995-1, INC.
(a limited purpose corporation)
NOTES TO FINANCIAL STATEMENTS
time purchase administration fee of $125 per Contract purchased, paid monthly,
and is paid a monthly investor administration fee of 1/12th of 1% of the
aggregate principal amount of the Notes outstanding, and 1/12th of 1% of
aggregate funds held in investment accounts.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
U.S. Automobile Acceptance Corporation 1995-1, Inc. (the Company) was
incorporated in Texas on January 12, 1995. The Company was formed for the
purpose of purchasing, collecting and servicing motor vehicle retail installment
contracts (the "Contracts"). In mid-1995, the Company filed a Form SB-2
Registration Statement under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission with respect to an offering of up to $
9,900,000 of 14% Secured Promissory Notes due December 31, 1999 (the "Notes").
The minimum note subscription escrow requirements of $500,000 was exceeded in
September 1995. The company commenced normal operations in October 1995. The
Company's Secured Note offering was fully subscribed in July 1996. As of
September 30, 1998 the Company had approximately 780 automobile finance
contracts with aggregate balances of approximately $7,800,000.
The Company had a net operating loss of $30,198 during the third quarter of
1998. The Company has begun accumulating cash for a planned redemption of
investor notes in 1999. Accordingly, the company expects to incur operating
losses throughout the period of cash accumulation and the note redemption
period. Interest earned in the future on cash held in bank accounts is expected
to be less than interest paid to investors on these amounts during the planned
note redemption period. This is referred to as negative interest spread.
IMPACT OF YEAR 2000. Many existing computer programs use only two digits to
identify a year in date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, this could result in a system failure or calculations of erroneous
results by or at the Year 2000. The Company's information technology consultant
recently assessed the Company's readiness to manage Year 2000 issues. This
included a review of all current computer systems in use, as well as
communications with significant data processing subcontractors to determine the
extent to which the Company's operations are vulnerable to third parties'
failure to correct their own Year 2000 issues. Based on the overall assessment
performed, the Company has determined that it will not need to significantly
modify or replace any of its current
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systems in order to comply with Year 2000 issues. In addition, based upon
communications with significant third party data processing subcontractors, the
Company is not aware of any material impact on their systems relating to the
transition to the Year 2000. The Company's total cost of Year 2000 related
issues is not expected to have a material adverse effect on the Company's
results of operations. However, should the Company have a significant failure of
its computer systems or its subcontractors' systems related to Year 2000 issues,
the Company could be required to account for, manage and administrate Contract
purchases, Contract collections, investor administration and investor
distributions manually or on a reduced computerized basis for a period of time.
Because of management's prior experience utilizing manual and partially
computerized systems and due to the relatively small number of Contract
purchases and investor subscriptions expected by the Company prior to December
31, 1999, the Company does not expect the Year 2000 issues to be a significant
financial exposure.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
(Registrant) U. S. Automobile Acceptance 1995-1, Inc
---------------------------------------
Date: 11-16-98 (Signature) /s/ MICHAEL R. MARSHALL
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Michael R. Marshall, President and Chief
Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule