Edgar Filing: ONYX ACCEPTANCE CORP

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ] 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 Number)

ONYX ACCEPTANCE CORPORATION
27051 TOWNE CENTRE DRIVE, SUITE 100
FOOTHILL RANCH, CA 92610
(Address of principal executive offices)(Zip code)

(949) 465-3900
(Registrant's telephone number including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK ($0.01 PAR VALUE)

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]

The number of shares outstanding of the Company's Common Stock as of the
closing of the market on March 20, 2002 was 5,086,793. The registrant does not
have different classes of Common Stock. Based on the closing sale price of $4.38
the registrant's Common Stock as quoted on the Nasdaq National Market on March
20, 2002, the aggregate market value of such stock held by non-affiliates of the
registrant was approximately $14.4 million on that date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders currently expected to be held on May 30, 2002, to be filed with the
Commission pursuant to Regulation 14A, are incorporated by reference in Part III
of this Report.
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ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PAGE
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Item 1. Business.................................................... 2
Item 2. Properties.................................................. 17
Item 3. Legal Proceedings........................................... 17
Item 4. Submission of Matters to a Vote of Security Holders......... 17

Item 5. Market for Registrant's Common Equity and Related 18
Stockholder Matters: Price Range of Common Stock............
Item 6. Selected Financial Data..................................... 19
Item 7. Management's Discussion and Analysis of Financial Condition 20
and Results of Operations...................................
Item 7A. Quantitative and Qualitative Disclosures about Market 33
Risk........................................................
Item 8. Financial Statements and Supplementary Data................. 34
Item 9. Changes in and Disagreements with Accountants on Accounting 35
and Financial Disclosure....................................

Item 10. Directors and Executive Officers of the Registrant.......... 35
Item 11. Executive Compensation...................................... 35
Item 12. Security Ownership of Certain Beneficial Owners and 35
Management..................................................
Item 13. Certain Relationships and Related Transactions.............. 35

Item 14. Exhibits and Reports on Form 8-K............................ 35

PART I

FORWARD-LOOKING STATEMENTS

When used throughout this Annual Report, the words "believes",
"anticipates" and "expects" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to the many risks and
uncertainties which affect the Company's business and actual results could
differ materially from those projected and forecasted. These uncertainties,
which include competition within the automobile finance industry, the effect of
economic conditions, litigation risks and the availability of capital to finance
planned growth, may not be limited to those we have identified and disclosed in
this Annual Report. These and other factors which could cause actual results to
differ materially from those in the forward-looking statements are discussed
under the heading "Risk Factors." Given these uncertainties, readers are
cautioned not to place undue reliance on such statements. Other than as may be
required by law, the Company also undertakes no obligation to update these
forward looking statements to reflect any future events or circumstances after
the filing of this Annual Report.

ITEM 1. BUSINESS

GENERAL

Onyx Acceptance Corporation, a Delaware Corporation, ("Onyx" or the
"Company") is a specialized consumer finance company engaged in the purchase,
securitization and servicing of motor vehicle retail installment contracts
originated by franchised and select independent automobile dealerships
(collectively the "Contracts"). The Company was founded in August 1993 by a team
of executives with extensive automobile finance experience in the major aspects
of near-prime auto lending, including underwriting, servicing, information
systems implementation, interest rate management, securitizations and auto
dealer center management. The Company focuses its efforts on acquiring
near-prime Contracts collateralized by late model used and, to a lesser extent,
new motor vehicles, entered into with purchasers whom the Company believes have
a favorable credit profile. Since commencing the purchase, origination and
servicing of Contracts in February 1994, the Company has purchased or originated
in excess of $7.1 billion in Contracts, has completed 26 securitizations and
currently has an active dealer base of approximately 10,100 dealerships. The
Company has expanded its operations from a single office in Orange County,
California to 19 auto finance centers (the "Auto Finance Centers") serving most
regions of the United States.

MARKET AND COMPETITION

The Company operates in a highly competitive market. The automobile finance
market has historically been serviced by a variety of financial entities
including the captive finance affiliates of major automotive manufacturers,
banks, savings associations, independent finance companies, credit unions and
leasing companies. A number of these competitors have greater financial
resources than the Company. Many of these competitors also have long-standing
relationships with automobile dealerships and may offer dealerships or their
customers other forms of financing or services not provided by the Company.

The Company competes for the purchase of Contracts which meet its
underwriting criteria on the basis of emphasizing strong relationships with its
dealership customer base through its local presence. The Company supports its
dealership customer base with expanded service hours. The Company believes that
its strong personal relationships with, and its level of service to, the
dealerships in its customer base provide a competitive advantage to the Company.

BUSINESS STRATEGY

The Company's principal objective remains to become one of the leading
sources of near-prime auto lending in the United States by leveraging the
experience of its senior management team in this industry. The Company seeks to
maintain and increase profitability through the implementation of the following
strategies:

Targeted Market and Product Focus: The Company targets the near-prime auto
lending market because it believes that near-prime lending produces greater
origination and operating efficiency than does sub-prime lending. The Company
focuses on late model used rather than new vehicles, as management believes the
risk of loss on used vehicles is lower due to lower depreciation rates, while
interest rates are typically higher.

Localized Dealership Service: The Company provides a high level of service
to its dealership base by underwriting and purchasing Contracts and marketing to
and servicing dealerships on a local level through its Auto Finance Centers. The
Company strategically locates its Auto Finance Centers in geographic areas of
high dealership concentration to facilitate personal service in the local
markets, including consistent buying practices, expanded hours of operation,
competitive rates, a dedicated dealer service staff, fast turnaround time and
systems designed to expedite the processing of Contract applications. This
personal service is provided by a team of account managers (the "Account
Managers") with an established reputation for responsiveness and integrity who
call on dealerships in a consistent and professional manner. The Company
believes that its local presence and service provide the opportunity to build
strong and lasting relationships with dealerships.

Expansion of Dealership Customer Base: The Company establishes active
relationships with a substantial percentage of franchised dealerships in the
regions in which it does business through its 19 existing Auto Finance Centers.
The Company intends to establish additional relationships within its existing
market areas in 2002.

Maintenance of Underwriting Standards and Portfolio Performance: The
Company has developed an underwriting process that is designed to achieve
attractive yields while minimizing delinquencies and losses. Based on its belief
that a standardized commercially available credit scoring system is a less
effective means of assessing credit risk, especially in the near-prime sector,
the Company employs trained credit managers (the "Credit Managers") in the local
Auto Finance Centers to purchase Contracts satisfying the underwriting criteria
developed by the Company. To assist in the underwriting process, the Company has
developed an internal grading system that evaluates the borrower's credit
parameters and generates recommended advance and buy rates. Significant
deviations from the suggested rates are further investigated by the centralized
Credit Audit Department. The Company's Credit Managers and Account Managers are
compensated as a team and their compensation relies, in part, upon the quality
of underwriting of the Contracts they approve. The Company has developed a
credit review process where a post-funding audit is performed on most purchases
and originations by reviewing Contracts against the Company's underwriting
standards within 48 hours after they have been funded. This audit provides
feedback to enhance the underwriting process. To further monitor the integrity
of the underwriting process, management regularly tracks the yields, delinquency
and loss rates of Contracts purchased by each Credit and Account Manager team.

Technology-Supported Operational Controls: The Company has developed and
instituted control and review systems that enable it to monitor both the
operations of the Company and the performance of the serviced portfolio. These
risk management systems allow senior management to monitor Contract production,
yields and performance on a real-time basis. The Company believes that its
information systems not only enhance its internal controls but also allow it to
significantly expand its serviced portfolio without a significant corresponding
increase in its labor costs.

Liquidity Through Warehousing and Securitizations: The Company's strategy
is to complete securitizations on a regular basis and to use warehouse credit
facilities to fund Contracts prior to securitization. To fund dealer
participation and finance daily operations, the Company relies to a significant
extent on credit facilities that are collateralized by the Company's retained
interest in securitized assets ("RISA") as well as subordinated debt offerings.
The Company periodically completes residual interest securitizations to pay down

these credit facilities. The Company also utilizes both securitization and
hedging strategies to leverage its capital efficiently and to substantially
reduce its interest rate risk.

OPERATIONS

Dealership Marketing and Service: As of December 31, 2001, the Company had
19 Auto Finance Centers located throughout the United States and had
relationships with 10,115 dealerships. Of these dealerships, approximately 90%
are franchised and approximately 10% are independent automobile dealerships. The
Company believes that franchised and select independent automobile dealerships
are most likely to provide the Company with Contracts that meet the Company's
underwriting standards.

The Company has significantly expanded its customer base of automobile
dealerships, and has increased the size of its serviced portfolio. The following
table sets forth information about the Company's Contracts and Auto Finance
Centers as of the dates indicated:

FOR THE YEARS ENDED DECEMBER 31,
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1997 1998 1999 2000 2001
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(DOLLARS IN THOUSANDS)

Number of auto finance centers.... 10 14 17 19 19
Number of contracts purchased..... 50,214 86,150 127,628 131,648 115,141
Dollar volume of contracts
collateralized by new
vehicles........................ $129,178 $ 186,654 $ 245,058 $ 301,100 $ 351,073
Dollar volume of contracts
collateralized by used
vehicles........................ $476,727 $ 851,881 $1,313,946 $1,370,603 $1,255,257
Dollar volume of contracts........ $605,905 $1,038,535 $1,559,004 $1,671,703 $1,606,330
Average dollar volume of contracts
per auto finance center......... $ 60,591 $ 74,181 $ 91,706 $ 87,984 $ 84,543
Number of active dealerships...... 2,846 5,401 7,617 9,741 10,115
Serviced portfolio................ $757,277 $1,345,961 $2,133,460 $2,690,607 $2,864,338

The Company's objectives over the next 12 months are to expand its
financing reach in metropolitan areas within the United States and to further
develop relationships with existing franchised and select independent
dealerships in the states where the Company is currently doing business. At
present, the Company does not intend to open any new Auto Finance Centers in
2002.

The Account Managers work from the Auto Finance Centers to solicit, enroll
and educate dealerships as well as to maintain relationships with the Company's
existing dealership customer base. Each Account Manager visits the dealership
finance manager at each targeted dealership in his or her territory and presents
information about the Company's dealership services. The Company's services
include expanded service hours and the ability to rapidly respond to credit
applications. The Account Managers educate the dealership finance managers about
the Company's underwriting philosophy, including its preference for near-prime
quality Contracts collateralized by late model used motor vehicles and its
practice of using trained Credit Managers (rather than sole reliance upon
computerized scoring systems) to review applications.

The Account Managers also advise the dealership finance managers regarding
the Company's commitment to serve a broad scope of qualified borrowers through
its three near-prime auto lending programs: the "Premier", the "Preferred", and
the "Standard" Programs. The Premier Program allows the Company to market lower
interest rates in order to capture customers of superior credit quality. The
Preferred Program allows the Company to offer Contracts at higher interest
rates, in relation to the premier program, to borrowers with proven credit
quality. The Standard Program allows the Company to assist qualified borrowers,
who may have experienced previous credit problems or have not yet established a
significant credit history, at interest rates higher than the Company's other
programs.

The Company enters into a non-exclusive dealership agreement containing
certain representations and warranties by the dealership about the Contracts.
After this relationship is established, the Account Managers

continue to actively monitor the relationship to meet the Company's objectives
with respect to the volume of applications satisfying the Company's underwriting
standards. Due to the non-exclusive nature of the Company's relationships with
dealerships, the dealerships retain discretion to determine whether to solicit
financing from the Company or from another source or sources for a customer
seeking to finance a vehicle purchase. The Account Managers regularly telephone
and visit finance managers to reinforce to them the Company's objectives and to
answer any questions they may have. To increase the effectiveness of these
contacts, the Account Managers can obtain from the Company's management
information systems real-time information listing by dealership the number of
applications submitted, the Company's response and the reasons why a particular
application was rejected. The Company believes that the personal relationships
its Account Managers, Credit Managers and Auto Finance Center Managers establish
with the finance managers at the dealerships are a significant factor in
creating and maintaining productive relationships with its dealership customer
base.

UNDERWRITING AND PURCHASING OF CONTRACTS

The Company's underwriting standards are applied by trained Credit and
Account Managers with a personal, hands-on analysis of the creditworthiness of
each applicant, rather than sole reliance upon standardized commercially
available credit scoring systems used by several of the Company's competitors.
The Company believes that credit-scoring systems may approve applicants who are
in fact not creditworthy, while denying credit to others whom may have
acceptable credit risk for the interest rate being charged. In addition, the
Company believes that it can enhance the relationship with its dealership and
consumer customer base by having its Credit and Account Managers utilize a
rules/exception based automated credit/ audit system. The Credit and Account
Managers personally review each application and communicate to the submitting
dealership the results of the review, including the reasons why a particular
application may have been declined. This practice encourages the dealership
finance managers to submit Contracts meeting the Company's underwriting
standards, thereby increasing the Company's operating efficiency. In order to
ensure consistent application of its underwriting standards as its volume of
Contract purchases increases, the Company has a formal internal training program
for new and existing Credit and Account Managers.

The underwriting process begins when an application is faxed by a
dealership to a central toll-free number, at the Company's corporate
headquarters, where it is input into the Company's front-end application
processing system. Each application is evaluated by a Credit or Account Manager
in the local Auto Finance Center using uniform underwriting standards developed
by the Company. These underwriting standards are intended to assess the
applicant's ability to timely repay all amounts due under the Contract and the
adequacy of the financed vehicle as collateral. To evaluate credit applications,
the Credit or Account Manager reviews, among other things, on-line information,
including reports of credit reporting agencies, nationally recognized vehicle
valuation services, and ownership of real estate listed on an application. The
Company has installed an in-house grading system to facilitate its current
underwriting standards. The system analyzes the borrower's credit profile and
collateral and produces recommended advance and buy rate guidelines. The system
also performs additional fraud checks to alert the users of potential problems
with the application. The system also ties in the overall Contract grade with
the user's credit limits, as each user is assigned a credit limit within each
grade the Company offers. If the application falls outside the user's limits,
the system will prompt the application to be reviewed by a higher user level.
The system was installed to further enhance the enforcement of the Company's
credit policies and to monitor credit exceptions on a real-time basis. The
Company's wide area network permits a Credit or Account Manager in any Auto
Finance Center to access an application on a real-time basis. This computer
network enables senior management to efficiently review Contracts requiring
senior approval, and permits the Company to seamlessly shift underwriting work
among any of the Auto Finance Centers to increase operating efficiency. Finally,
the Company's risk management reporting system permits daily review by senior
management of operating results sorted by any number of variables, including by
Credit/Account Manager, Auto Finance Center or dealership.

The funds advanced by the Company to purchase a Contract generally do not
exceed: (i) for a new financed vehicle, the dealer's invoice plus taxes, title
and license fees, any extended warranty and credit insurance; or (ii) for a used
financed vehicle, the wholesale value assigned by a nationally recognized
vehicle

valuation service value guide, plus taxes, title and license fees, any extended
warranty and credit insurance. However, the actual amount advanced for a
Contract may be limited by a number of factors, including the length of the
Contract term, the make, model and year of the financed vehicle and the
creditworthiness of the obligor. These adjustments are made to insure that the
financed vehicle constitutes adequate collateral to secure the Contract.
Contracts purchased or originated in 2001 had an average loan to value ratio at
purchase or origination of 100.0% which the Company believes is one of the
lowest in the industry.

Once the review of an application is completed, the Credit or Account
Manager communicates the decision to the dealership specifying approval,
conditional approval (such as an increase in the down-payment, reduction in the
term of the financing, or the addition of a co-signer to the Contract), or
denial.

The dealership is required to deliver the necessary documentation for each
Contract approved for purchase by the Company to the originating Auto Finance
Center. The Company audits such documents for completeness and consistency with
the application, providing final approval for purchase of the Contract once
these requirements have been satisfied. The completed Contract file is then
promptly forwarded to the corporate headquarters.

The Auto Finance Center purchasing the Contract funds the purchase and may
pay the dealer a fee in the form of dealer participation in the finance income.
The dealership can receive 100% of the dealer participation, at purchase or at
month-end, and the Company is entitled to recover from the dealership over the
life of the Contract the unearned portion of the dealer participation in the
event of a prepayment of the purchased Contract or charge-off of the Contract.
The Company also offers three other participation methods, in which the Company
pays less than 100% of the dealer participation, but for which the dealership is
under no obligation to refund any unearned participation amount if the Contract
defaults or pre-pays after the expiration of a set period of time after the
Contract purchase date.

The Company conducts a post-funding credit review of a significant portion
of its Contracts through its centralized Credit Audit Department. In the review,
the funded application is re-examined to ensure compliance with the Company's
underwriting requirements. As part of the post-funding review, a predetermined
sampling of approximately one out of eight Contracts is selected for which the
borrower is contacted to verify certain information on the Contract. The results
are then reviewed by senior management to ensure consistent application of the
Company's underwriting standards.

The Company employs a compensation system for its Credit Managers, Account
Managers and Auto Finance Center Managers as teams, and is designed to reward
those employees whose Contract purchases meet the Company's volume and yield
objectives while preserving credit quality. Generally, these bonuses are payable
monthly, and constitute a significant portion of an employee's compensation. The
Company believes this incentive compensation system motivates employees to
purchase only those near-prime quality Contracts that meet the Company's
objectives of increasing volume at targeted yields while preserving credit
quality.

The following table sets forth information about the Company's Contracts as
of the dates indicated:

FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1997 1998 1999 2000 2001
-------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)

Contracts purchased............... $605,905 $1,038,535 $1,559,004 $1,671,703 $1,606,330
Average contract amount
purchased....................... $ 12.1 $ 12.1 $ 12.2 $ 12.6 $ 14.0
Weighted average initial term
(months)........................ 57.0 57.5 57.0 57.2 58.2
Percentage of dollar amount of
contracts purchased and
collateralized by new motor
vehicles........................ 21.32% 17.97% 15.72% 18.01% 21.86%
Percentage of dollar amount of
contracts purchased and
collateralized by used motor
vehicles........................ 78.68% 82.03% 84.28% 81.99% 78.14%

Periodically the Company performs an analysis of its serviced portfolio to
evaluate the effectiveness of its underwriting guidelines. As external economic
factors, credit delinquencies or credit losses change, the Company may adjust
its underwriting guidelines and/or incentive compensation system to maintain the
asset quality deemed acceptable by the Company's management.

SERVICING AND COLLECTION PROCEDURES

The Company services all Contracts in its serviced portfolio, and utilized
an external service provider for its loan accounting and collection system
processing through June 30, 2001. The charges associated with this provider were
directly correlated to the number of Contracts serviced by the Company. To
reduce the costs of its growing portfolio, the Company installed an in-house
loan accounting and collection system effective July 1, 2001, and terminated its
contract with the external service provider shortly after the conversion. The
Company currently outsources its customer billing functions. Through a service
provider, the Company mails to each obligor a monthly billing statement
approximately 20 days prior to the due date. The Company believes this method
has proven to be more effective in controlling delinquency, and therefore
losses, than payment coupon books which are delivered to the obligor at the time
the Contract is purchased. The Company charges a late fee, where allowed by law,
on any payment received after the expiration of the statutory or contractual
grace period. Most payments from obligors are deposited directly into a lockbox
account while the remainder of payments are received directly by the Company and
promptly deposited by the Company into the lockbox account.

Under the terms of its credit facilities and securitization trusts, the
Company acts as servicer with respect to all Contracts purchased or originated
in its serviced portfolio. The Company receives servicing fees for servicing
securitized Contracts equal to one percent per annum of the outstanding
principal balance of such Contracts. The Company services the securitized
Contracts by collecting payments due from obligors and remitting such payments
to the trustee in accordance with the terms of the servicing agreements. The
Company maintains computerized records with respect to each Contract to record
receipts and disbursements and to prepare related servicing reports.

COLLECTION PROCEDURES

Collection activities with respect to delinquent Contracts are performed by
the Company at its Foothill Ranch, California and Hazelwood, Missouri collection
centers. Collection activities include prompt investigation and evaluation of
the causes of any delinquency. An obligor is considered delinquent when he or
she has failed to make a scheduled payment under the Contract within 30 days of
the related due date (each a "Due Date").

To automate its collection procedures, the Company uses features of its
computer systems to provide tracking and notification of delinquencies. The
collection system provides relevant obligor information (for example, current
addresses, phone numbers and loan information) and records of all Contracts. The
system also records an obligor's promise to pay and provides supervisors the
ability to review collection personnel activity and to modify collection
priorities with respect to Contracts. These processes were also brought in-
house in July 2001. The Company also utilizes a predictive dialing system to
make phone calls to obligors whose payments are past due. The predictive dialer
is a computer-controlled telephone dialing system which dials phone numbers of
obligors from a file of records extracted from the Contract database. By
eliminating time wasted on attempting to reach obligors, this system permits a
collector to work on average 3 times the number of accounts. Once a live voice
responds to the automated dialer's call, the system automatically transfers the
call to a collector and the relevant account information to the collector's
computer screen. The system also tracks and notifies collections management of
phone numbers that the system has been unable to reach within a specified number
of days, thereby promptly identifying for management all obligors who cannot be
reached by telephone.

Once an obligor is more seriously delinquent, these accounts are assigned
to specific collectors at the Foothill Ranch or Hazelwood collection centers who
have primary responsibility for such delinquent accounts until they are
resolved. To expedite collections from late paying obligors, the Company uses
several Western

Union payment services which allow an obligor to remit payments which are in
turn deposited to the Company's lockbox account.

Generally, after a scheduled payment under a Contract continues to be past
due for between 45 and 60 days, the Company will initiate repossession of the
financed vehicle. However, if a Contract is deemed uncollectable, if the
financed vehicle is deemed by collection personnel to be in danger of being
damaged, destroyed or made unavailable for repossession, or if the obligor
voluntarily surrenders the financed vehicle, Onyx may repossess it without
regard to the length of payment delinquency. Repossessions are conducted by
third parties that are engaged in the business of repossessing vehicles for
secured parties. Under California law and the laws of most other states, after
repossession, the obligor generally has an additional period of time to redeem
the financed vehicle before the financed vehicle may be resold by the Company in
an effort to recover the balance due under the Contract.

If the proceeds from the sale of a repossessed vehicle fall short of the
balance due on the Contract, the Company will experience a loss. The current
policy of the Company is to recognize losses on repossessed vehicles in the
month in which the vehicle is sold or in which the scheduled payment becomes 120
days delinquent, whichever occurs first. Losses may occur in connection with
delinquent Contracts for which the vehicle was not repossessed, either because
of a discharge of the obligor's indebtedness in a bankruptcy proceeding or due
to the Company's inability to locate the financed vehicle or the obligor. In
these cases, losses are recognized at the time a Contract is deemed
uncollectable or during the month a scheduled payment under the Contract becomes
150 days past due, whichever occurs first.

Upon repossession and sale of the financed vehicle, any deficiency
remaining is pursued against the obligor to the extent deemed practical by the
Company and to the extent permitted by law. The loss recognition and collection
policies and practices of the Company may change over time in accordance with
the Company's business judgment.

MODIFICATIONS AND EXTENSIONS

The Company offers certain credit-related extensions to obligors. These
extensions are offered only when the Company believes that the obligor's
financial difficulty has been resolved or will no longer impair the obligor's
ability to make future payments.

INSURANCE

Each Contract requires the obligor to obtain comprehensive and collision
insurance with respect to the related financed vehicle with the Company named as
a loss payee. In the event that the obligor fails to maintain the required
insurance, however, the Company has purchased limited comprehensive and
collision insurance from Great American Insurance Companies. A portion of the
policy provides the Company with protection on each uninsured or underinsured
financed vehicle against total loss, damage or theft. In conjunction with the
blanket coverage, the Company also has the ability to place month-to-month
insurance certificates through Great American Insurance Companies on uninsured
accounts whose Contract allow for such placement. To further reduce its exposure
to uninsured motorists, the Company operates an insurance tracking function at
its corporate headquarters. This department systematically records
cancellations, expirations and renewals and initiates contacts with both
obligors and insurers to maximize compliance with Company policy.

FINANCING AND SALE OF CONTRACTS

The Company finances the acquisition and origination of Contracts primarily
through its Triple-A Facility. Due to the Company's decision to slow receivable
growth, two additional warehouse lines were not renewed in 2001.

The CP Facility is used to fund the purchase or origination of Contracts.
Triple-A is a rated commercial paper asset-backed conduit sponsored by MBIA
Insurance Corporation ("MBIA"). MBIA provides credit enhancement for the
facility by issuing a financial guarantee insurance policy covering all
principal and interest obligations owed for the borrowings under the facility.
The Company pledges its Contracts held for sale to borrow from Triple-A. The CP
Facility was renewed in November 2001 for a three-year term, subject to annual
renewals by liquidity providers. A $150 million commercial paper facility with a
commercial paper asset-backed conduit sponsored by The Chase Manhattan Bank
expired in August 2001 and was not renewed.

The Merrill Line: A subsidiary of the Company, Onyx Acceptance Funding
Corporation ("Fundco"), had a $100 million line of credit (the "Merrill Line"),
with Merrill Lynch Mortgage Capital, Inc. ("MLMCI"), which provided warehouse
funding for the purchase or origination of Contracts and was used in concert
with the CP Facility the Company currently has in place. This line expired in
February 2001 and was not renewed.

The Company finances dealer participation payments and daily operations
principally through credit facilities collateralized by its retained interest in
securitized assets ("RISA") as well as through proceeds from subordinated debt
offerings.

The Residual Lines: The Company, through Fundco, currently has two
residual financing facilities: 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"). (The SBRC facility together with the
CSFB-Europe facility 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. Each loan under the SBRC line matures one
year after the date of the loan; the Company expects each loan to be renewed at
term. The CSFB -- Europe line was renewed in October 2001 for a one-year term.

Residual Securitizations: The Company markets residual securitizations on
a regular basis as a means to maximize its borrowing capacity and liquidity
under its current residual financing lines. During the first quarter of 2000,
the Company securitized the residual cash flows from 15 of its then outstanding
securitizations. The proceeds of this transaction were used to pay down two of
the Company's residual financing facilities and pay off another residual
financing facility. The Company recently finalized its second residual
securitization in March of 2002. The proceeds from this transaction were
utilized to pay down the outstanding balance on the Residual Lines.

Subordinated Debt: As of December 31, 2001, the Company had outstanding
approximately $16.2 million of subordinated debt. $4.2 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 December 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, until
the point where the fair value declines below ($1.0) million.

Securitization: Regular Contract 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 four AAA/Aaa rated publicly underwritten asset-backed
securitizations in the amount of $1.6 billion in 2001.

The net proceeds of these securitizations are used to pay down outstanding
indebtedness incurred under the Company's credit facilities used to purchase
Contracts, thereby creating availability for the purchase of additional
Contracts. Through December 31, 2001, the Company had securitized approximately
$6.8 billion of Contracts in 26 separate transactions. In each of its
securitizations, the Company sold its Contracts to a newly formed grantor or
owner trust which issued certificates or notes in an amount equal to the
aggregate principal balance of the Contracts.

To improve the level of profitability from the sale of securitized
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 (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.

GOVERNMENT REGULATION

The Company's operations are subject to regulation, supervision, and
licensing under various federal, state and local statutes, ordinances and
regulations. The Company is required to comply with the laws of those states in
which it conducts operations. Management believes that it is in compliance with
these laws and regulations.

Consumer Protection Laws: Numerous federal and state consumer protection
laws and related regulations impose substantial requirements upon lenders and
servicers involved in consumer finance. These laws include the Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the
Fair Credit Reporting Act, the Magnuson-Moss Warranty Act, the Federal Reserve
Board's Regulations B and Z, states' adaptations of the Uniform Consumer Credit
Code and of the Uniform Commercial Code (the "UCC") and state motor vehicle
retail installment sales acts and other similar laws. These laws, among other
things, require the Company to provide certain disclosures to applicants,
prohibit misleading advertising and protect against discriminatory financing or
unfair credit and collection practices. The Truth-in-Lending Act and Regulation
Z promulgated thereunder require disclosure of, among other things, the payment
schedule, the finance charge, the amount financed, the total of payments and the
annual percentage rate charged on each retail installment contract. The Equal
Credit Opportunity Act prohibits creditors from discriminating against credit
applicants (including retail installment contract obligors) on the basis of
specific enumerated criteria. Creditors are also required to make certain
disclosures regarding consumer rights and advise consumers whose credit
applications are not approved. The rules of the Federal Trade Commission (the
"FTC") limit the types of property a creditor may accept as collateral to secure
a consumer obligation, and its holder in due course rules provide for the
preservation of the consumer's claims and defenses when a consumer obligation is
assigned to a holder. With respect to used vehicles specifically, the FTC's rule
on Sale of Used Vehicles requires that all sellers of used vehicles prepare,
complete and display a Buyer's Guide which explains any applicable warranty
coverage for such vehicles. Also, some state laws impose finance charge ceilings
and other restrictions on consumer transactions and require contract disclosures
in addition to those required under federal law. These requirements impose
specific statutory liabilities upon creditors who fail to comply with their
provisions. In some cases these provisions could affect the Company's ability to
enforce the Contracts it purchases or originates.

EMPLOYEES

The Company employs personnel experienced in all areas of loan origination,
documentation, collection and administration. The Company employs and trains
specialists in loan processing and servicing with minimal crossover of duties.
At December 31, 2001, the Company had 990 full-time employees, none of whom were
covered by collective bargaining agreements. The Company believes it has good
relationships with its employees.

RISK FACTORS

You should carefully consider the following risks in your evaluation of us
and our common stock. The risks and uncertainties described below may not be 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 future 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:

- 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. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

WE DEPEND ON WAREHOUSE FINANCING.

We depend on a warehouse facility with a financial institution to finance
the purchase or origination of Contracts pending securitization. See
"Business -- Financing and Sale of Contracts." Our business strategy requires
that such financing continue to be available during the warehousing period.

Whether the CP Facility continues to be available to us depends on, among
other things, whether we maintain a target net yield for the Contracts financed
under the CP Facility and comply with certain financial

covenants contained in the sale and servicing agreements between us, as seller,
and our wholly-owned special purpose finance subsidiary, Finco 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 Facility will be available to us or that
it will be available on favorable terms. If we are unable to arrange new
warehousing credit facilities or extend our existing credit facility when it
expires, 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. (See "Management's Discussion
and Analysis of Financial Condition and Results of
Operations -- Securitizations"). We typically use the RISA from each
securitization as collateral to borrow cash under our Residual Lines 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 experience higher delinquency and loss ratios than expected, then the
amount of money we can borrow under the Residual Lines would be reduced. The
reduction in availability under these Residual Lines could materially and
adversely affect our operations, financial condition and cash flows.
Additionally, we are subject, under the documentation governing the Residual
Lines, to certain financial covenants. During the fourth quarter of 2001, the
Company recorded a $3.3 million write-down of the Company's RISA asset stemming
from higher than expected losses and delinquency on securitizations executed
prior to 2001. This write-down reduced the amount of cash available to the
Company through its Residual Lines. The Company attributes a portion of the
higher losses and delinquency experienced to the general economic slow-down the
nation experienced and the events of September 11th.

WE DEPEND ON RESIDUAL SECURITIZATIONS.

We depend on securitizing future cash flows generated by RISA to pay off
balances on our Residual Lines and increase liquidity. If our portfolio of
securitized Contracts experience higher delinquency and loss ratios than
expected, then the proceeds of the residual securitization could be
significantly reduced, as the inherent risk associated with the securities would
command a higher yield and generate reduced proceeds. The inability to
successfully market these residual securitizations could materially and
adversely affect our operations, financial condition and cash flows.

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.
12

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. See "Management's Discussion and Analysis of Results of Operations
and Financial Condition -- Liquidity and Capital Resources," and "Business
Financing and Sale of Contracts."

WE DEPEND ON CREDIT ENHANCEMENT.

From inception through December 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 a financial guarantee insurance policy to reduce our
borrowing cost under the CP Facility. 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 Facility
permits us to select maturities to coincide with the end of the warehouse
period, 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 significantly 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 generally 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 materially 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 gain 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 Facility, 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 these 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 agreement for
the CP Facility;

- 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

- 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 sale and servicing agreement or pooling and servicing
agreement. Under the CP Facility 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;

- the investor rate for securitizations; and

- the marketability and execution of our residual interest 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 that such economic conditions will
15

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.

As of July 1, 2001, the Company converted from an external service provider
for its loan accounting and collections system to an in-house system. If issues
with the in-house system arise in the future, we may be unable to acquire
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 also 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.

For example, 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 prior 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 have
asserted 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. In February 2001, an amended complaint was dismissed with prejudice
by the District Court; the Ninth Circuit Court of Appeals recently affirmed this
dismissal.

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 2. PROPERTIES

The Company did not own any real property at December 31, 2001. The
Company's leases approximately 82,000 square feet of office space for its
headquarters located in Foothill Ranch, California. The Company also leases
office space for its Auto Finance Centers and its Hazelwood, Missouri collection
center; the average size of an Auto Finance Center is generally four to five
thousand square feet. The Hazelwood collection center is in approximately 20,000
square feet. One Auto Finance Center is located in the corporate headquarters
building.

ITEM 3. 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.

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 prior 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)). The Company has asserted 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. In February 2001, an amended complaint was
dismissed with prejudice by the District Court; the Ninth Circuit Court of
Appeals recently affirmed this dismissal.

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 fourth quarter of the fiscal year
covered by this Annual Report on Form 10-K to a vote of security holders,
through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS:
PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded on the NASDAQ under the symbol "ONYX".
The following table provides quarterly high and low closing prices for the
Company's Common Stock for the years ended December 31, 2001 and December 31,
2000.

HIGH LOW
----- -----

2000
First quarter............................................... $7.00 $5.00
Second quarter.............................................. $5.38 $3.38
Third quarter............................................... $4.89 $3.50
Fourth quarter.............................................. $4.38 $2.63
2001
First quarter............................................... $4.13 $3.00
Second quarter.............................................. $6.95 $3.53
Third quarter............................................... $6.84 $5.00
Fourth quarter.............................................. $5.52 $4.30

At March 23, 2002, there were approximately 1,320 beneficial holders of the
Company's Common Stock.

DIVIDEND POLICY

The Company has never declared or paid dividends on its Common Stock. The
Company currently intends to retain any future earnings for its business and
does not anticipate declaring or paying any dividends on the Common Stock in the
foreseeable future. In addition, the Company's ability to declare or pay
dividends is restricted by the terms of certain of its credit facilities.

ITEM 6. SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with
the Consolidated Financial Statements of the Company and the notes thereto and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere herein.

FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1997 1998 1999 2000 2001
-------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

STATEMENT OF OPERATIONS DATA:
REVENUE:
Net interest income....................... $ 6,594 $ 11,731 $ 11,873 $ 8,285 $ 21,594
Servicing fee income...................... 9,189 16,663 28,877 47,543 51,218
Gain on sale of contracts................. 19,586 36,417 53,920 45,029 30,765
-------- ---------- ---------- ---------- ----------
Total revenues........................ 35,369 64,811 94,670 100,857 103,577
-------- ---------- ---------- ---------- ----------
EXPENSES:
Provision for credit losses............... 785 1,580 1,246 990 1,079
Interest expense -- other................. 1,557 4,419 5,727 5,592 5,492
Operating expenses........................ 30,741 48,426 70,959 84,304 89,535
-------- ---------- ---------- ---------- ----------
Total expenses........................ 33,083 54,425 77,932 90,886 96,106
-------- ---------- ---------- ---------- ----------
Income before income taxes................ 2,286 10,386 16,738 9,971 7,471
Income taxes.............................. 984 4,310 6,946 4,136 3,061
-------- ---------- ---------- ---------- ----------
Net income................................ $ 1,302 $ 6,076 $ 9,792 $ 5,835 $ 4,410
======== ========== ========== ========== ==========
Net income per share of Common Stock:
Basic................................... $ 0.22 $ 0.99 $ 1.59 $ 1.03 $ 0.88
Diluted................................. $ 0.21 $ 0.95 $ 1.50 $ 1.00 $ 0.84
Basic shares outstanding (in thousands)... 6,000 6,112 6,174 5,657 5,026
Diluted shares outstanding (in
thousands).............................. 6,294 6,425 6,514 5,811 5,232
OPERATING DATA:
Contracts purchased during the period..... $605,905 $1,038,535 $1,559,004 $1,671,703 $1,606,330
Number of contracts purchased during the
period.................................. 50,214 86,150 127,628 131,648 115,141
Contracts securitized during the period... $527,276 $ 911,760 $1,450,000 $1,720,000 $1,600,000
Number of active dealerships (at end of
period)................................. 2,846 5,401 7,617 9,741 10,115
Operating expenses as percentage of
average serviced portfolio during the
period(1)............................... 5.5% 4.7% 4.1% 3.4% 3.1%
SELECTED PORTFOLIO DATA:
Serviced portfolio (at end of period)..... $757,277 $1,345,961 $2,133,460 $2,690,607 $2,864,338
Average serviced portfolio during the
period(1)............................... $563,343 $1,023,237 $1,728,875 $2,456,796 $2,818,572
Number of contracts in serviced portfolio
(at end of period)...................... 73,502 131,862 209,745 269,372 289,426
Weighted average annual percentage rate
(at end of period)(2)................... 14.66% 14.72% 14.77% 14.67% 13.38%
Delinquencies as a percentage of the
dollar amount of serviced portfolio (at
end of period)(3)....................... 2.13% 2.54% 2.81% 4.14% 4.01%
Net charge-offs as a percentage of the
average serviced portfolio during the
period(1)............................... 2.03% 1.72% 1.85% 2.30% 2.78%

AS OF DECEMBER 31,
----------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents....................... $ 991 $ 1,929 $ 5,190 $ 3,130 $ 1,135
Contracts held for sale(4)...................... 63,380 151,952 229,475 173,784 195,254
Credit enhancement assets....................... 71,736 112,953 142,884 146,013 184,300
Total assets.................................... 141,836 275,422 393,835 331,380 386,285
Warehouse borrowings............................ 60,506 150,044 232,288 172,509 190,008
Excess servicing and residual lines............. 30,000 49,556 55,880 41,138 68,355
Subordinated debt............................... 0 10,000 10,000 19,505 16,232
Stockholders' equity............................ 37,717 43,824 53,108 55,593 59,701

---------------

(1) Averages are based on daily balances.

(2) The weighted averages are based on the serviced portfolio outstanding at the
end of the period.

(3) Excludes repossessed inventory and accounts in bankruptcy.

(4) Contracts held for sale excludes dealer participation and allowance for
credit losses. See Note 4 to the Consolidated Financial Statements.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

Onyx is a specialized consumer finance company engaged in the purchase,
origination, securitization and servicing of Contracts originated by franchised
and select independent automobile dealerships in the United States. The Company
focuses its efforts on acquiring Contracts that are collateralized by late model
used and, to a lesser extent, new automobiles, that are entered into with
purchasers whom the Company believes have a favorable credit profile. Since
commencing the purchase of Contracts in February 1994, the Company has acquired
more than $7.1 billion in Contracts and currently has relationships with 10,115
dealerships. The Company has expanded its operations from a single office in
California to 19 Auto Finance Centers serving many regions of the United States.

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.

The following table illustrates the changes in the Company's Contract
acquisition volume, total revenue, securitization activity and serviced
portfolio during the past three fiscal years.

SELECTED FINANCIAL INFORMATION

FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------
(DOLLARS IN THOUSANDS)

Contracts purchased during year.......................... $1,559,004 $1,671,703 $1,606,330
Average monthly purchases during the year................ 129,917 139,308 133,860
Gain on sale of contracts................................ 53,920 45,029 30,765
Total revenue(1)......................................... 94,670 100,857 103,577
Contracts securitized during the year.................... 1,450,000 1,720,000 1,600,000
Serviced portfolio at year end........................... 2,133,460 2,690,607 2,864,338

---------------
(1) Total revenue is comprised of net interest income, service fee income and
gain on sale of contracts.

CONTRACTS PURCHASED AND SERVICED PORTFOLIO

In an effort to improve borrower credit statistics, the Company modified
its incentive compensation system during the fourth quarter of 2000 to shift its
purchases of Contracts to a higher percentage of preferred product. The result
has been increased credit scores, slower volume growth and an improvement in
overall borrower statistics. This improvement continued throughout 2001. The
reduction in volume for 2001 also reflects the general softening of the economy
and, to a lesser extent, the events of September 11th and zero percent financing
incentives offered by most of the automobile manufacturers shortly thereafter.
The reduction in Contract purchases has resulted in a lower growth rate of the
Company's serviced portfolio. The serviced portfolio at December 31, 1999, was
$2.1 billion compared to $2.7 billion at December 31, 2000, an increase of
26.1%. This rate of growth declined to 6.5% for 2001 as the portfolio increased
only slightly to $2.9 billion.

With Contract purchases stable, management has continued to focus its
efforts on reviewing and utilizing automation tools to assist in the
underwriting and credit review processes. The resulting enhancements to the
front-end credit decision processes are expected to improve not only the speed
of the decision but also the ability of our credit officers to make a decision
that is acceptable. Management has also enhanced the post funding review process
of the underwriting decision so that the process is more automated and can be
customized to select and analyze Contracts meeting specific criteria. Management
will return to its expansion plans when it determines that the market
environment has improved.

CRITICAL ACCOUNTING POLICIES

Credit Enhancement Assets: SFAS 140 requires that following a transfer of
financial assets, an entity is to recognize the assets it controls and the
liabilities it has incurred, and derecognize assets for which control has been
surrendered and liabilities that have been extinguished.

Credit enhancement assets consisted of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Trust receivables........................................... $ 3,980 $ 3,798
RISA........................................................ 180,320 142,215
-------- --------
Total............................................. $184,300 $146,013
======== ========

Trust receivables represents initial deposits in spread accounts.

Retained interest in securitized assets ("RISA") capitalized upon
securitization of Contracts, represents 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 weighted average 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. The Company uses a 1.75%
prepayment rate for all outstanding securitizations with an average Contract
life range of 1.6 to 1.7 years. Credit loss assumptions range from 3.5% to 4.7%
cumulative depending upon the credit statistics of the underlying portfolio to
be securitized. 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, which have generally
been 3.5% over the investor rate with a floor of 9.5%. As of December 31, 2001,
the discount rate used for valuing RISA was 9.5%, and loss assumptions ranged
from 3.5% to 4.6% cumulative.

During 1999, the Emerging Issues Task Force ("EITF") issued EITF 99-20,
Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets. EITF 99-20 establishes new
income and impairment recognition standards for interests in certain securitized
assets. Under the provisions of EITF 99-20, the holder of beneficial interests
should recognize the excess of all estimated cash flows attributable to the
beneficial interest estimated at the acquisition 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 estimated cash
flows change, then the holder of the beneficial interest should recalculate the
accretable yield and adjust the periodic accretion recognized as income
prospectively. If the fair value of a beneficial interest has declined below its
carrying amount, an other-than-temporary decline is considered to exist if there
has been a decline in estimated future cash flows and the difference between the
carrying value and fair value of the beneficial interest is recorded as an
impairment loss through the income statement.

During the fourth quarter of 2001, the Company recorded a $3.3 million
write-down of the Company's RISA asset stemming from higher than expected losses
and delinquency on securitizations executed prior to 2001. The Company
attributes a portion of the higher losses and delinquency experienced to the
economic slow-down the nation experienced and the events of September 11th.

Effective April 1, 2001, the Company adopted EITF 99-20. Prior to the
adoption of EITF 99-20, the balance of RISA was amortized against actual excess
spread income earned on a monthly basis over the expected repayment life of the
underlying Contracts. The adoption of EITF 99-20 resulted in amounts previously
recognized as service fee income being recognized as interest income.

RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

The Company had net income of $4.4 million for the year ended December 31,
2001, compared to net income of $5.8 million and $9.8 million for the years
ended December 31, 2000 and 1999, respectively. The decrease in net income for
the year was principally due to a reduction in gains realized on securitizations
from $45.0 million in 2000 to $30.8 million in 2001 and a $3.3 million
write-down of the Company's RISA asset stemming from higher than expected losses
and delinquency on securitizations executed prior to 2001. The Company
attributes a portion of the higher losses and delinquency experienced to the
economic slow-down the nation experienced and the events of September 11th. The
decline in net income from 1999 to 2000 is attributable to the interest rate
spread compression experienced on Contracts securitized during that year coupled
with an increase in the loan loss reserve rate.

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 increased by 160% to $21.6 million for 2001, from $8.3
million during 2000, and $11.9 million during 1999. The increase for 2001 was
principally due to excess service fee income reported as interest income in
accordance with Emerging Issues Task Force ("EITF") 99-20, which requires that
the Company recognize income from its RISA assets on a level yield "accrual"
method over the remaining
22

estimated life of the corresponding asset. Prior to EITF 99-20, the Company
recognized income on its credit enhancement assets on a cash basis and as a
component of service fee income. Total excess service fee income reclassified to
interest income for the year was approximately $7.9 million. Without the effects
of EITF 99-20, net interest income for the year would have been approximately
$13.7 million. This increase is principally due to the reduction in the
Company's cost of warehouse borrowings during the year. The weighted average
cost of warehouse borrowings decreased to 6.16% for 2001, compared to 7.42% and
6.32% for 2000 and 1999 respectively. The average balance of Contracts held for
sale, which provides collateral for warehouse borrowings, was $151.5 million,
$159.2 million and $163.6 million for 2001, 2000 and 1999 respectively.

Servicing Fee Income. Contractual servicing fee income is earned at a rate
of 1.0% per annum on the outstanding principal balance of Contracts securitized.
Servicing fee income is related to the size of the serviced portfolio and also
includes investment interest, late fees, extension fees, document fees and other
fees charged to customer accounts.

Servicing fee income increased to $51.2 million for the year ended December
31, 2001, from $47.5 million for the year ended December 31, 2000, and $28.9
million for the year ended December 31, 1999. Without the effects of EITF 99-20,
which requires that the Company recognize income from its RISA assets as a
component of interest income, service fee income for 2001 would have been $59.1
million. The increase for 2001 was principally due to an increase in late fee
income of approximately $1.5 million and an increase in contractual service fee
income of approximately $2.2 million from the outstanding sold portfolio. The
increase in service fee income in 2000 versus 1999 was principally due to an
increase in contractual service fee income of approximately $7.5 million. For
the year ended December 31, 2001, the size of the average sold portion of the
serviced portfolio increased to $2.7 billion from $2.3 billion in 2000, and from
$1.6 billion in 1999.

Gain on Sale of Contracts. The Company computes a gain on sale with
respect to Contracts securitized based on the present value of the estimated
future excess cash flows to be received from such Contracts using a market
discount rate. Gain on sale is recorded as a credit enhancement asset on the
statement of financial condition. The gain recorded in the statement of income
is adjusted for prepaid dealer participation, issuance costs and the gain or
loss on the termination of the cash flow hedge. The gains on sales of Contracts
is affected by the amount of Contracts securitized and the net interest rate
spread on those Contracts.

The following table illustrates the net interest rate spread for each of
the Company's securitizations through December 31, 2001:

SECURITIZATION TRANSACTIONS(4)
------------------------------------------------------------------------
REMAINING WEIGHTED WEIGHTED
BALANCE AT AVERAGE AVERAGE
ORIGINAL DECEMBER 31, CONTRACT INVESTOR GROSS NET
SECURITIZATION BALANCE 2001 RATE(1) RATE(1) SPREAD(2) SPREAD(3)
-------------- ---------- ------------- -------- -------- --------- ---------
(DOLLARS IN THOUSANDS)

1994-1 Grantor Trust....... $ 38,601 Paid in Full 13.75% 6.90% 6.85% 1.94%
1995-1 Grantor Trust....... 105,000 Paid in Full 14.94 7.00 7.94 1.86
1996-1 Grantor Trust....... 100,500 Paid in Full 15.07 5.40 9.67 3.83
1996-2 Grantor Trust....... 85,013 Paid in Full 14.84 6.40 8.44 3.61
1996-3 Grantor Trust....... 120,000 Paid in Full 14.54 6.45 8.09 3.14
1996-4 Grantor Trust....... 100,000 Paid in Full 14.80 6.20 8.60 3.28
1997-1 Grantor Trust....... 90,000 Paid in Full 13.86 6.55 7.31 2.78
1997-2 Grantor Trust....... 121,676 Paid in Full 14.85 6.35 8.50 3.11
1997-3 Grantor Trust....... 149,600 Paid in Full 14.77 6.35 8.42 3.30
1997-4 Grantor Trust....... 166,000 Paid in Full 14.69 6.30 8.39 3.27
1998-1 Grantor Trust....... 173,000 Paid in Full 14.91 5.95 8.96 3.40
1998-A Owner Trust......... 208,759 $ 21,510 14.73 5.87 8.86 3.34
1998-B Owner Trust......... 250,000 34,902 14.73 5.78 8.95 3.18
1998-C Owner Trust......... 280,000 48,845 14.89 5.72 9.17 3.51

1999-A Owner Trust......... 310,000 62,742 14.33 5.73 8.60 3.44
1999-B Owner Trust......... 350,000 88,912 14.65 5.86 8.79 3.54
1999-C Owner Trust......... 400,000 123,964 14.82 6.62 8.20 2.86
1999-D Owner Trust......... 390,000 136,966 15.01 6.90 8.11 2.87
2000-A Owner Trust......... 430,000 178,768 14.86 7.26 7.60 2.67
2000-B Owner Trust......... 450,000 215,375 15.18 7.29 7.89 2.64
2000-C Owner Trust......... 440,000 241,171 15.16 7.18 7.98 2.52
2000-D Owner Trust......... 400,000 243,331 13.95 6.76 7.19 1.87
2001-A Owner Trust......... 400,000 267,071 13.39 6.43 6.96 2.14
2001-B Owner Trust......... 400,000 303,641 12.69 5.08 7.61 2.23
2001-C Owner Trust......... 400,000 334,761 11.92 4.82 7.10 1.57
2001-D Owner Trust......... 400,000 365,873 10.90 3.80 7.10 1.73
---------- -------------
Total............ $6,758,149 $ 2,667,832
========== =============

---------------

(1) As of issue date.

(2) Difference between weighted average Contract rate and weighted average
investor rate as of the issue date.

(3) Difference between weighted average Contract rate and weighted average
investor rate, net of unearned dealer participation payments, underwriting
costs, other issuance costs, servicing fees, estimated credit losses,
ongoing financial guarantee insurance policy premiums, and the hedging gain
or loss.

(4) The Company assumes an average prepayment speed of 1.75% per month of the
original number of Contracts in the original pool balance ("ABS") and a
discount rate ranging from 3.5% to 5.7% above the weighted average investor
rate, and utilizes a lifetime loss rate ranging from 3.5% to 4.7% of the
original balance, for all remaining securitizations.

The Company completed four securitizations totaling $1.6 billion during the
year ended December 31, 2001, resulting in gains on sale of Contracts of $30.8
million or 1.9% of the dollar amount of Contracts securitized, compared to four
securitizations totaling $1.72 billion during the year ended December 31, 2000,
resulting in gains on sale of Contracts totaling $45.0 million or 2.6%, and four
securitizations totaling $1.45 billion during the year ended December 31, 1999,
resulting in gains on sale of Contracts of $53.9 million or 3.7%.

The reduction in the gain as a percentage of the Contracts securitized for
2001 was attributable to a decrease in net interest rate spreads. Over the past
year, management has targeted higher credit-worthy borrowers resulting in a
reduction in the weighted average net interest spread for securitizations
executed during 2001. The weighted average net interest rate spread for all
securitizations executed in 2001 was 1.91%, compared to 2.41% in 2000 and 3.15%
in 1999. The reduction in net interest rate spread for 2001 was principally due
to a reduction in the weighted average annual percentage rate in the Contracts
securitized. Annual loss assumptions for the second, third and fourth quarter
securitizations of 2000 were increased from 2.30% to 2.55% to counter increased
losses in the serviced portfolio and was the primary reason for the decrease in
gains recorded during 2000. In an effort to improve borrower credit statistics,
the Company modified its incentive compensation system during the fourth quarter
of 2000 to shift purchases of Contracts to a higher percentage of preferred
products. The result has been increased credit scores and an improvement in
overall borrower statistics. This improvement continued throughout 2001. The
allowance for loan loss has declined as a percentage of loans outstanding as
newer transactions have lower loss reserves based on the improved quality of the
underlying Contracts. Delinquency has declined due in part to the newer
Contracts
24

originated. The majority of the charge-offs relate to older transactions that
have been impacted by the slow-down in the economy and to a lesser extent, the
softening of the used car market, which resulted in lower recovery rates on
repossessions.

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 transaction. Interest rate spread is
affected by product mix, general market conditions and overall market interest
rates. The risks inherent in interest rate fluctuations are partially reduced
through hedging activities.

During the first quarter of 2000, the Company securitized the residual cash
flows from 15 of its then outstanding securitizations and recorded a loss of
approximately $938,000, which approximated the costs in connection with the
transaction. The proceeds of this transaction were used to pay down two of the
Company's residual financing facilities and pay off another residual financing
facility.

Provision for Credit Losses. The Provision for credit losses represents
net credit losses incurred during the warehouse period on owned Contracts. The
provision for credit losses increased slightly to $1.1 million for the year
ended December 31, 2001 compared to $990 thousand and $1.2 million for 2000 and
1999 respectively.

Salaries and Benefits Expense. The Company incurred salary and benefit
expenses of $52.8 million during the year ended December 31, 2001, compared to
$46.3 million during the year ended December 31, 2000, and $40.0 million for the
year ended December 31, 1999. In order to support the growth of the Company's
serviced portfolio, the number of employees increased from 715 at December 31,
1999, to 896 at December 31, 2000, and to 990 at December 31, 2001. In addition,
the Company incurred a full year of compensation expense for its new collection
center and branch located in Hazelwood Missouri, which became fully staffed
during the second half of 2000.

System and Servicing Expense. System and servicing expense decreased to
$4.3 million, compared to $5.5 million and $4.3 million for the years end
December 31, 2001, 2000 and 1999 respectively. During the first half of 2001,
the Company used the services of an external service provider for its collection
and loan accounting processes. The charges associated with this provider were
directly correlated to the number of Contracts serviced by the Company. As of
July 1, 2001, the Company successfully converted to an in-house system and
shortly thereafter terminated its agreement with the external provider. As of
December 31, 2001, the Company serviced approximately 289,000 accounts, compared
to approximately 269,000 accounts at year-end 2000 and 210,000 accounts at
year-end 1999. In addition to the system cost savings of the in-house loan
servicing and collection system, the Company also experienced reductions in
systems and servicing expense as a direct result of renegotiated contracts with
several of the Company's other service providers.

Telephone and Data Line Expenses. Telephone and data line expenses
decreased to $5.0 million from $6.0 million and $6.1 million for the years ended
December 31, 2001, 2000 and 1999, respectively. Although these charges generally
increase with the growth of the serviced portfolio, the significant decrease
between 2001 and the two prior years was principally due to renegotiated
contracts for long distance rates with certain carriers during the second half
of 2000 and to a lesser extent, a re-evaluation of the Company's existing uses
of local carriers. Assuming no additional reduction in long distance rates, the
Company expects these charges to increase relative to the continued growth of
the serviced portfolio.

Depreciation Expense. Depreciation expense increased slightly to $4.6
million from $4.4 million and $3.5 million for the years ended December 31,
2001, 2000, and 1999, respectively. These increases are in line with the
Company's continued investment in technology and infrastructure to support the
serviced portfolio. The increase for 2001 also reflects the installation of the
Company's new loan accounting and collection system which was implemented as of
July 1, 2001.

Other Operating Expenses. Other operating expenses remained relatively
stable at $22.8 million, compared to $22.2 million for the year ended December
31, 2000, and $17.1 million for the year ended December 31, 1999. The Company
has made a significant effort to control operating expenses through
renegotiation of existing service contracts beginning in 2000, and has
effectively reduced its operating expenses as a percent of the serviced
portfolio from these efforts. Total operating expenses as a percent of the
average
25

serviced portfolio decreased to 3.18% for 2001, compared to 3.43% and 4.14% for
2000 and 1999 respectively. Significant reductions in other operating expenses
include insurance expense, which decreased to $3.7 million in 2001 from $4.6
million and $2.1 million for the years ended 2000 and 1999 respectively, and
credit report expense which decreased to $1.4 million in 2001 from $2.4 million
and $2.1 million in 2000 and 1999 respectively.

Income Taxes. The Company files federal and certain state tax returns as a
consolidated group. Tax liabilities from the consolidated returns are allocated
in accordance with a tax sharing agreement based on the relative income or loss
of each entity on a stand-alone basis. The effective tax rate for Onyx was 41.0%
for 2001 and 41.5% for 2000 and 1999.

FINANCIAL CONDITION

CONTRACTS HELD FOR SALE

Contracts held for sale are presented at the lower of cost or market value
and totaled $195.3 million at December 31, 2001, compared to $173.8 million at
December 31, 2000. The number and principal balance of Contracts held for sale
is largely dependent upon the timing and size of the Company's securitizations.

CREDIT ENHANCEMENT ASSETS

Credit enhancement assets consisted of the following:

AS OF DECEMBER 31,
-----------------------
2000 2001
---------- ----------
(DOLLARS IN THOUSANDS)

Trust receivables........................................... $ 3,798 $ 3,980
RISA........................................................ 142,215 180,320
-------- --------
Total............................................. $146,013 $184,300
======== ========

Trust receivables represents initial deposits in spread accounts.

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 weighted average 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.

During 1999, the Emerging Issues Task Force ("EITF") issued EITF 99-20,
Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets. EITF 99-20 establishes new
income and impairment recognition standards for interests in certain securitized
assets. Under the provisions of EITF 99-20, the holder of beneficial interests
must recognize the excess of all estimated cash flows attributable to the
beneficial interest estimated at the acquisition 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 estimated cash
flows change, then the holder of the beneficial interest should recalculate the
accretable yield and adjust the periodic accretion recognized as income
prospectively. If the fair value of a beneficial interest has declined below its
carrying amount, an other-than-temporary decline is considered to exist if there
has been a decline in estimated future cash flows and the difference between the
carrying value and fair value of the beneficial interest is recorded as an
impairment loss through the income statement.

During the fourth quarter of 2001, the Company experienced higher than expected
losses and delinquency due in part to the economic slow-down and events of
September 11th; as a result of these factors, a pre-tax write-down of $3.3
million was realized in order to set the carrying value of the Company's
existing RISA assets to their corresponding fair values in accordance with EITF
99-20.

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 off balance sheet allowance
decreased to 4.2% at December 31, 2001 compared to 4.6% at December 31, 2000 and
4.4% at December 31, 1999. The weighted average gross spread for securitizations
executed during 2001 was 7.19% compared to 7.68% in 2000 and 8.40% in 1999.

Estimated future undiscounted RISA earnings are calculated by taking the
difference between the weighted average annual percentage 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 guaranty 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 probable future losses and by discounting to present value at
the current market discount rates.

ASSET QUALITY

The Company monitors and attempts to minimize delinquencies and losses
through timely collections and the use of a predictive dialing system. At
December 31, 2001, delinquencies represented 4.01% of the amount of Contracts in
its serviced portfolio compared to 4.14% at December 31, 2000, and 2.81% at
December 31, 1999. Net charge-offs as a percentage of the average serviced
portfolio were 2.78% for the year ended December 31, 2001, compared to 2.30% and
1.85% for the years ended December 31, 2000, and 1999, respectively. In an
effort to improve borrower credit statistics, the Company modified its incentive
compensation system during the fourth quarter of 2000 to shift purchases of
Contracts to a higher percentage of preferred product. The result has been
increased credit scores and an improvement in overall borrower statistics. This
improvement continued throughout 2001. The allowance for loan loss has declined
as a percentage of loans outstanding as newer transactions have lower loss
reserves based on the improved quality of the underlying Contracts. Delinquency
has declined due in part to the newer Contracts originated. The majority of the
charge-offs relate to older transactions that have been impacted by the
slow-down in the economy and to a lesser extent, the softening of the used car
market, which resulted in lower recovery rates on repossessions. In addition,
zero percent finance incentives on new vehicles offered by automobile
manufacturers during the fourth quarter and into 2002, led to reduced volume for
the period.

DELINQUENCY EXPERIENCE OF THE SERVICED PORTFOLIO

FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------
(DOLLARS IN THOUSANDS)

Serviced portfolio............................... $2,133,460 $2,690,607 $2,864,338
Delinquencies(1)(2) 30 - 59 days................. 36,886 71,681 78,056
60 - 89 days..................................... 14,965 23,085 20,859
90+ days......................................... 8,113 16,748 15,887
Total delinquencies as a percent of
serviced portfolio................... 2.81% 4.14% 4.01%

---------------

(1) Delinquencies include principal amounts only, net of repossessed inventory
and accounts in bankruptcy. Delinquent repossessed inventory as a percent of
the serviced portfolio were 0.77%, 0.83% and 0.83% at December 31, 2001,
2000 and 1999 respectively. Delinquent contracts in bankruptcy as a percent
of the serviced portfolio were 1.09%, 0.52% and 0.43% at December 31, 2001,
2000 and 1999 respectively.

(2) The period of delinquency is based on the number of days payments are
contractually past due.

LOAN LOSS EXPERIENCE OF THE SERVICED PORTFOLIO

FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
1999 2000 2001
---------- ---------- ----------
(DOLLARS IN THOUSANDS)

Number of contracts.............................. 209,745 269,372 289,426
Period end serviced portfolio.................... $2,133,460 $2,690,607 $2,864,338
Average serviced portfolio(1).................... $1,728,875 $2,456,796 $2,818,572
Number of gross charge-offs...................... 6,398 10,091 12,985
Gross charge-offs................................ $ 37,024 $ 66,850 $ 90,772
Net charge-offs(2)............................... $ 31,963 $ 56,449 $ 78,411
Net charge-offs as a percent of average serviced
portfolio...................................... 1.85% 2.30% 2.78%

---------------

(1) Average is based on daily balances.

(2) Net charge-offs are gross charge-offs minus recoveries on Contracts
previously charged off.

The following table illustrates the monthly performance of each of the
securitized pools outstanding for the period from the date of securitization
through December 31, 2001.

TRUST
------------------------------------------------------------------------------------------------------
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
----- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----

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%
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%
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% 0.15%
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% 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% 0.39%
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% 0.50%
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% 0.85% 0.65%
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% 1.08% 0.85%
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% 1.29% 1.03%
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% 1.57% 1.42% 1.25%
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% 1.84% 1.65% 1.41%
15................... 1.80% 1.38% 1.36% 1.61% 1.48% 1.64% 1.90% 1.90% 2.08% 2.00% 1.70% 2.25% 2.08% 1.93%
16................... 1.97% 1.58% 1.42% 1.71% 1.59% 1.89% 2.10% 2.10% 2.23% 2.08% 2.00% 2.48% 2.26% 2.16%
17................... 2.10% 1.68% 1.52% 1.88% 1.76% 2.05% 2.28% 2.26% 2.42% 2.29% 2.17% 2.64% 2.42% 2.42%
18................... 2.23% 1.77% 1.64% 2.01% 1.96% 2.22% 2.51% 2.46% 2.63% 2.48% 2.40% 2.80% 2.69% 2.65%
19................... 2.35% 1.91% 1.75% 2.17% 2.07% 2.37% 2.71% 2.59% 2.71% 2.61% 2.61% 2.98% 2.96%
20................... 2.48% 2.04% 1.85% 2.25% 2.25% 2.50% 2.83% 2.71% 2.89% 2.73% 2.87% 3.25% 3.20%
21................... 2.59% 2.11% 1.97% 2.41% 2.37% 2.67% 2.95% 2.83% 3.08% 2.92% 3.05% 3.52% 3.44%
22................... 2.72% 2.20% 2.08% 2.52% 2.48% 2.79% 3.08% 2.88% 3.21% 3.07% 3.20% 3.69%
23................... 2.81% 2.31% 2.12% 2.63% 2.65% 2.92% 3.25% 3.03% 3.31% 3.22% 3.33% 3.91%
24................... 2.85% 2.41% 2.23% 2.75% 2.76% 3.06% 3.39% 3.21% 3.43% 3.32% 3.53%
25................... 2.93% 2.51% 2.36% 2.86% 2.81% 3.14% 3.45% 3.28% 3.55% 3.43% 3.70%
26................... 2.96% 2.59% 2.41% 2.98% 2.95% 3.23% 3.57% 3.34% 3.67% 3.65% 3.88%
27................... 3.09% 2.71% 2.52% 3.06% 2.99% 3.28% 3.72% 3.47% 3.77% 3.79% 4.03%
28................... 3.17% 2.79% 2.55% 3.15% 3.03% 3.35% 3.81% 3.61% 3.88% 3.90%
29................... 3.22% 2.92% 2.62% 3.19% 3.12% 3.45% 3.91% 3.67% 4.01% 4.03%
30................... 3.26% 2.94% 2.71% 3.26% 3.13% 3.50% 4.05% 3.78% 4.14%
31................... 3.33% 3.01% 2.77% 3.33% 3.18% 3.57% 4.13% 3.85% 4.25%
32................... 3.39% 3.04% 2.81% 3.40% 3.24% 3.67% 4.21% 3.96% 4.37%
33................... 3.48% 3.08% 2.85% 3.42% 3.26% 3.73% 4.27% 4.07%
34................... 3.51% 3.11% 2.88% 3.46% 3.28% 3.81% 4.33% 4.18%
35................... 3.54% 3.20% 2.93% 3.53% 3.36% 3.86% 4.42% 4.25%
36................... 3.55% 3.21% 2.91% 3.56% 3.39% 3.91% 4.46%
37................... 3.56% 3.23% 2.94% 3.59% 3.42% 4.00% 4.55%
38................... 3.56% 3.24% 2.98% 3.64% 3.45% 4.04% 4.63%
39................... 3.58% 3.25% 3.00% 3.67% 3.48% 4.08%
40................... 3.58% 3.27% 3.01% 3.68% 3.56% 4.13%
41................... 3.58% 3.32% 3.03% 3.71% 3.58%
42................... 3.59% 3.34% 3.04% 3.73% 3.63%
43................... 3.60% 3.36% 3.07% 3.77% 3.64%
44................... 3.61% 3.40% 3.09% 3.80%
45................... 3.61% 3.39% 3.09% 3.83%
46................... 3.62% 3.38% 3.11%

TRUST
-------------------------
MONTH 01-A 01-B 01-C 01-D
----- ---- ---- ---- ----

1................... 0.00% 0.00% 0.00% 0.00%
2................... 0.00% 0.00% 0.00% 0.00%
3................... 0.00% 0.01% 0.00% 0.00%
4................... 0.02% 0.03% 0.02%
5................... 0.07% 0.10% 0.05%
6................... 0.12% 0.18% 0.11%
7................... 0.20% 0.30%
8................... 0.31% 0.39%
9................... 0.47%
10................... 0.60%
11................... 0.77%
12...................
13...................
14...................
15...................
16...................
17...................
18...................
19...................
20...................
21...................
22...................
23...................
24...................
25...................
26...................
27...................
28...................
29...................
30...................
31...................
32...................
33...................
34...................
35...................
36...................
37...................
38...................
39...................
40...................
41...................
42...................
43...................
44...................
45...................
46...................

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 will provide the needed
capital to fund the resumption in the expansion of the Company, Contract
purchases, and investments in origination and servicing capabilities.

The Company's primary source of funds from continuing operations is
securitization proceeds. The Company uses the cash generated from
securitizations to pay down outstanding commercial paper obligations. These
facilities are then used to fund the purchase of Contracts or to finance normal
operating expenses. The Company has historically operated on a negative cash
flow basis from operating activities with the exception of the year 2000. Cash
used in operating activities was ($41.1) million for the year ended December 31,
2001, compared to $73.6 million provided by operating activities for the year
ended December 31, 2000 and ($80.3) million used in 1999. During March 2000, the
Company executed its first residual securitization by collateralizing excess
cash flows from 15 of the Company's then outstanding securitizations, the
proceeds of which were approximately $50.0 million. During 2001, net yield
credit triggers on five of the Company's outstanding securitizations were hit,
restricting future cash releases from the corresponding spread accounts. As a
result, the minimum spread account balances were increased, and any subsequent
spread releases were first used to reduce the outstanding reinsurance balance.

The Company did not expand its branch network during 2001, but opted to
center its efforts on building and maintaining its dealer relations through its
existing branch locations. Capital acquisitions of $2.2 million during 2001 were
principally due to the conversion and installation of the Company's in-house
loan accounting and collection system. Capital acquisitions of $4.6 million
during 2000 were principally due to the addition and staff build-up of the
Company's new collection center in Hazelwood, Missouri, while acquisitions of
$5.4 million during 1999 were principally due to the Company relocating its
corporate office from Irvine, California to Foothill Ranch, California.

Cash provided by financing activities was $41.2 million during 2001,
compared to ($71.1) million used during 2000 and $89.0 provided in 1999. The
significant outflow of cash during 2000 was principally due to the reduction in
the Company's outstanding residual financing facilities in connection with the
securitization of its residual cash flows and the repurchase of a portion of the
Company's outstanding common stock. During 1999, the Company relied more heavily
on its credit facilities to fund the ongoing growth of the Company; in doing so,
the Company increased its serviced portfolio by approximately 59% over the prior
year. During the fourth quarter of 2000 the Company modified its incentive
compensation system to shift its purchases of Contracts to a higher percentage
of preferred product and reduced the growth rate of the Company. This decision
resulted in a reduction in the growth of the serviced portfolio during 2001 and
a corresponding reduction in the use of the credit facilities in comparison to
1999 and 2000. Due to the Company's decision to slow receivable growth, two
additional warehouse lines available to the Company were not renewed in 2001.

CP Facility: As of December 31, 2001, the Company was party to a $355
million warehousing facility (the "CP Facility"), with Triple-A One Funding
Corporation ("Triple-A"). Onyx Acceptance Financial Corporation ("Finco"), a
special purpose subsidiary of the Company, is the borrower under the CP
Facility. The CP Facility is used to fund the purchase or origination of
Contracts. Triple-A is a rated commercial paper asset-backed conduit sponsored
by MBIA Insurance Corporation ("MBIA"). MBIA provides credit enhancement for the
facility by issuing a financial guarantee insurance policy covering all
principal and interest obligations owed for the borrowings under the facility.
The Company pledges its Contracts held for sale to borrow from Triple-A. The CP
Facility was renewed in November 2001 for a three-year term, subject to annual
renewals by liquidity providers.

A $150 million commercial paper facility with a commercial paper
asset-backed conduit sponsored by The Chase Manhattan Bank expired in August
2001 and was not renewed.

A subsidiary of the Company, Onyx Acceptance Funding Corporation
("Fundco"), had a $100 million line of credit (the "Merrill Line"), with Merrill
Lynch Mortgage Capital, Inc. ("MLMCI"), which provided warehouse funding for the
purchase or origination of Contracts. This line expired in February 2001 and was
not renewed.

The Company finances dealer participation payments and daily operations
principally through credit facilities collateralized by its retained interest in
securitized assets, as well as through proceeds from subordinated debt
offerings.

The Residual Lines: The Company, through Fundco, currently has two
residual financing facilities: 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"). (The SBRC facility together with the
CSFB-Europe facility 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. Each loan under the SBRC line matures one
year after the date of the loan; the Company expects each loan to be renewed at
term. The CSFB-Europe line was renewed in October 2001 for a one-year term.

As an additional source of funds, the Company utilizes residual
securitizations to pay down its residual interest financing credit facilities to
increase the Company's liquidity. During the first quarter of 2000, the Company
securitized the residual cash flows from 15 of its then outstanding
securitizations. The proceeds of this transaction were used by the Company to
pay down two residual financing facilities and pay off another residual
financing facility. The Company recently completed its second residual interest
securitization for the purpose of providing additional borrowing capacity under
its Residual Lines. This transaction was finalized in March of 2002 and
generated approximately $75.0 million in proceeds.

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 December 31, 2001.

Stock Repurchase: On May 31, 2000, the Company's Board of Directors
authorized a stock repurchase program to purchase up to $7.5 million of the
Company's Common Stock, based on its view that the market value of the Company
was not adequately reflected in the share price as traded on the Nasdaq National
Market. During 2000, 1,200,254 shares were repurchased under the program for an
aggregate amount of $5.3 million.

Hedging and Interest Rate Risk Management: The Company employs a hedging
strategy that is intended to minimize the risk of interest rate fluctuations.
Such transactions involve the execution of forward interest rate swaps and/or
the use of a pre-funding structure for the Company's securitizations. The
Company is not required to maintain collateral on the outstanding hedging
program, until the point where the fair value declines below ($1.0) million.

SECURITIZATIONS

Off balance sheet arrangements are used in the ordinary course of business.
Generally, these transactions are structured as off balance sheet sales of
Contracts. One of the most common forms of off balance sheet arrangements is
Contract securitizations. Regular Contract 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.
Securitizations are used by many financial institutions and are part of an
$352.0 billion annual market for asset-backed securities. As part of this
process, management considers the relative risks and returns prior to initiating
each securitization. These risks include,

but are not limited to, interest rate fluctuations during the warehouse period,
increased prepayments speeds and losses, loss of credit enhancement for the
underlying securitization, loss of servicing rights and adverse economic
conditions. These factors are explained in further detail in the section "Risk
Factors". The table below provides information about the trusts assets and
liabilities as of December 31, 2000 and 2001.

DECEMBER 31,
---------------
2000 2001
------ ------
(IN THOUSANDS)

Total assets................................................ $2,719 $2,910
Total liabilities........................................... $2,613 $2,777

The Company completed four AAA/Aaa rated publicly underwritten asset-backed
securitizations in the amount of $1.6 billion in 2001. Since 1994, the Company
has securitized $6.8 billion of its Contracts in 26 separate transactions. In
each of its securitizations, the Company has sold its Contracts to a newly
formed grantor or owner trust, which issued certificates or notes in an amount
equal to the aggregate principal balance of the Contracts. The net proceeds of
these securitizations are used to pay down outstanding indebtedness incurred
under the Company's CP Facility to purchase Contracts, thereby creating
availability for the purchase of additional Contracts.

In the first quarter of 2002, the Company securitized Contracts in the
amount of $375.0 million. The Company also completed its second residual
interest securitization in March of 2002 for the purpose of providing additional
borrowing capacity under its existing Residual Lines. The proceeds of this
transaction were approximately $75.0 million. Additionally, the Company has gone
effective with a registration statement for the public sale of renewable
unsecured subordinated notes of up to $50.0 million. The proceeds of this
transaction are expected to be received over a period of several months, and
will be used to fund ongoing operations; through March 28, the Company has
received approximately $1.0 million from the sale of these subordinated notes.

INTEREST RATE EXPOSURE AND HEDGING

The Company is able through the use of varying maturities on advances from
the CP Facility 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 loans 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 value of hedges, their correlation to the Contracts being hedged
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. Senior management currently expects to hedge
substantially all of its Contracts pending securitization.

CONTRACTUAL OBLIGATIONS

The table below provides information about the Company's contractual
obligations by category and expected maturity date as of December 31, 2001
(dollars in thousands).

CONTRACTUAL OBLIGATIONS DUE BY PERIOD

TOTAL 2002 2003-2006 2007-2010 AFTER 2010
-------- -------- --------- --------- ----------

Commercial Paper......................... $190,008 $190,008
Subordinated Debt........................ 16,232 4,232 $ 12,000
Residual Lines........................... 68,355 68,355
Capital Leases........................... 399 216 183
Operating Leases......................... 18,469 3,326 11,255 $3,888
Interest Rate Swaps...................... 175,000 53,900 121,100
-------- -------- -------- ------
Total Obligations........................ $468,463 $320,037 $144,538 $3,888
======== ======== ======== ======

FORWARD LOOKING INFORMATION

The preceding Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which can be identified by the use of forward-looking terminology such
as "may," "will," "expect," "anticipate," "estimate," "should" or "continue" or
the negative thereof or other variations thereon or comparable terminology.
Cautionary statements identifying important factors with respect to such
forward-looking statements, including certain risks and uncertainties, that
could cause actual results to differ materially from those in such
forward-looking statements are included in this Annual Report on Form 10-K,
including, without limitation, in Item 1, shown under the heading "Risk
Factors".

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings are affected by changes in interest rates as a
result of its dependence upon the issuance of interest-bearing securities and
the incurrence of debt to fund its lending activities. Several factors can
influence the Company's ability to manage interest rate risk. First, Contracts
are purchased at fixed interest rates, while the amounts borrowed under the
warehouse credit facilities bear interest at variable rates that are subject to
frequent adjustment to reflect prevailing market interest rates. Second, the
interest rate demanded by investors in a securitization is a function of
prevailing market rates for comparable transactions and the general interest
rate environment. Because the Contracts originated by the Company have fixed
interest rates, the Company bears the risk of smaller gross interest rate
spreads in the event interest rates increase during the period between the date
Contracts are purchased and the completion and pricing of securitization
transactions.

The Company uses several strategies to minimize interest rate risk,
including the utilization of derivative financial instruments, the regular
securitization of Contracts and pre-funding of securitization transactions.
Pre-funding securitizations is the practice of issuing more asset-backed
securities than the amount of Contracts initially sold to the Trust. The
proceeds from the pre-funded portion are held in an escrow account until
additional Contracts are sold to the Trust in amounts up to the balance of the
pre-funded escrow account. In pre-funded securitizations, borrowing costs are
locked in with respect to the Contracts subsequently delivered to the Trust.
However, the Company incurs an expense in pre-funded securitizations equal to
the difference between the money market yields earned on the proceeds held in
escrow prior to the subsequent delivery of Contracts and the interest rate paid
on the asset-backed securities outstanding.

Derivative financial instruments are utilized to manage the gross interest
rate spread on the Company's securitization transactions. The Company sells
fixed rate Contracts to the trusts that, in turn, sell fixed rate securities to
investors. The fixed rates on securities issued by the trusts are indexed to
Swap rates on U.S. Treasury Notes with similar average maturities or various
London Interbank Offered Rates ("LIBOR"). The Company periodically executes the
sale of forward swap agreements to lock in the indexed rate for specific
anticipated securitization transactions. The Company utilizes these derivative
financial instruments to modify its net interest sensitivity to levels deemed
appropriate based on the Company's risk tolerance. All transactions are entered
into for purposes other than trading, and are settled quarterly upon pricing of
the securitization.

The Company remitted cash payments, net of expenses, of approximately $6.6
million in 2001, and $1.2 million in 2000, and received cash payments, net of
expenses, of $1.8 million in 1999 to settle forward interest rate swap
agreements. These amounts were included in the gain on sale of Contracts in
securitization transactions. Cash payments are recovered over time through a
higher gross interest rate spread on the related securitization transaction,
while cash receipts are offset through a lower gross interest rate spread on the
related securitization transaction. As of December 31, 2001, the Company had
$175.0 million of forward interest rate swap agreements outstanding.

The table below provides information about the Company's derivative
financial instruments by expected maturity date as of December 31, 2001 (dollars
in thousands). Notional amounts, which are used to calculate the contractual
payments to be exchanged under the agreements, represent average amounts that
will be outstanding for each of the years included in the table. Notional
amounts do not represent amounts exchanged by parties and, thus, are not a
measure of the Company's exposure to loss through its use of the agreements.

YEARS ENDED DECEMBER 31, 2002 2003 2004 2005 2006 FAIR VALUE
------------------------ --------- --------- --------- --------- --------- ----------

Interest Rate Swaps:
Average Notional Amounts
($000's).............. $ 149,189 $ 93,616 $ 45,311 $ 12,427 $ 1,304 $437
Average interest rate
paid.................. 3.61% 3.61% 3.61% 3.61% 3.61%
Average interest rate
received.............. Variable Variable Variable Variable Variable

There can be no assurance that the Company's strategies will be effective
in minimizing interest rate risk or that increases in interest rates will not
have an adverse effect on the Company's profitability.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's financial statements, as listed under Item 14, appear in a
separate section of this Annual Report on Form 10-K beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding the directors and officers of the Company is
incorporated herein by reference to the descriptions set forth under the
captions "Election of Directors", "Management" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Proxy Statement to be filed with the
Securities and Exchange Commission for the Annual Meeting of Stockholders
currently expected to be held May 30, 2002 (the "2002 Proxy Statement").

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation is incorporated herein by
reference to the descriptions to be set forth under the caption "Executive
Compensation" in the 2002 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding security ownership of certain beneficial owners and
management of the Company is incorporated herein by reference to the information
to be set forth under the caption "Security Ownership of Certain Beneficial
Owners and Management" in the 2002 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions with
the Company is incorporated herein by reference to the information to be set
forth under the caption "Certain Transactions and Related Transactions" in the
2002 Proxy Statement.

PART IV

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1) Financial Statements:

The Company's financial statements appear in a separate section of this
Annual Report on Form 10-K beginning on the pages referenced below:

PAGE
----

Report of Independent Accountants........................... 45
Consolidated Statements of Financial Condition as of
December 31, 2001 and 2000................................ 46
Consolidated Statements of Income for the years ended
December 31, 2001, 2000 and 1999.......................... 47
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2001, 2000 and 1999.............. 48
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999.......................... 49
Notes to Consolidated Financial Statements.................. 50

(a)(2) Exhibits

The following Exhibits are attached hereto and incorporated herein by
reference.

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.1 Certificate of Incorporation of the Company.(1)
3.2 Bylaws of the Company.(1)
4.1 Rights Agreement dated as of July 8, 1997, between the
Company and American Stock Transfer and Trust Company, as
Rights Agent (which includes the form of Certificate of
Designation for the Series A Participating Preferred Stock
and the form of Rights Certificate of the Company.(3)
10.1 Form of Indemnification Agreement of the Company.(1)
10.2 Second Amended and Restated 1994 Stock Option Plan.(1)
10.3 Form of Notice of Grant of Stock Option under Second Amended
and Restated 1994 Stock Option Plan.(1)
10.4 Form of Stock Option Agreement under Second Amended and
Restated 1994 Option Plan.(1)
10.5 Form of Stock Purchase Agreement under Second Amended and
Restated 1994 Stock Option Plan.(1)
10.6 1994 Special Performance Option Grant Plan.(1)
10.7 Form of Notice of Grant of Stock Option under 1994 Special
Performance Option Grant Plan.(1)
10.8 Form of Stock Option Agreement under 1994 Special
Performance Option Grant Plan.(1)
10.9 Form of Stock Purchase Agreement under 1994 Special
Performance Option Grant Plan.(1)
10.10 Third Amendment to Amended and Restated Investors' Rights
Agreement between and among Onyx Acceptance Corporation and
the Investors identified therein dated as of November 27,
1995.(1)
10.11 Senior Subordinated Note and Warrant Purchase Agreement
between and among Onyx Acceptance Corporation, Capital
Resource Lenders II, L.P. and Dominion Fund III, L.P., dated
as of November 17, 1994.(1)
10.12 Warrant to purchase Common Stock in favor of Capital
Resource Lenders II, L.P. from Onyx Acceptance Corporation
dated as of November 17, 1994.(1)
10.13 Warrant to purchase Common Stock in favor of Dominion Fund
III, L.P. from Onyx Acceptance Corporation dated as of
November 17, 1994.(1)
10.14 Amended and Restated Co-Sale and First Refusal Agreement
between and among Onyx Acceptance Corporation and the
Shareholders identified therein dated as of November 17,
1994.(1)
10.15 Amended and Restated Investors' Rights Agreement between and
among Onyx Acceptance Corporation, the Investors and the
Management Holders identified therein dated as of November
17, 1994.(1)
10.16 Amended and Restated Voting Agreement between and among Onyx
Acceptance Corporation and the Shareholders identified
therein dated as of November 17, 1994.(1)
10.20 Sublease and Administrative Services Agreement between Onyx
Acceptance Corporation and Onyx Acceptance Financial
Corporation dated as of September 8, 1994.(1)
10.21 Tax Allocation Agreement between Onyx Acceptance Corporation
and Onyx Acceptance Financial Corporation dated as of
September 1, 1994.(1)
10.22 Corporate Separateness Agreement between Onyx Acceptance
Corporation and Onyx Acceptance Financial Corporation dated
September 8, 1994.(1)
10.24 First Amendment to Amended and Restated Investors' Rights
Agreement between and among Onyx Acceptance Corporation and
certain Investors identified therein dated as of December
15, 1994.(1)
10.25 Master Lease Agreement between Onyx Acceptance Corporation
and Comdisco, Inc. dated January 7, 1994.(1)
10.26 Warrant to purchase Series A Preferred Stock in favor of
Comdisco, Inc. from Onyx Acceptance Corporation dated as of
January 7, 1994.(1)
10.27 Warrant to purchase Common Stock in favor of Lighthouse
Capital Partners from Onyx Acceptance Corporation dated
November 3, 1995.(1)

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.28 Master Lease Agreement between Lighthouse Capital Partners
and Onyx Acceptance Corporation dated November 3, 1995.(1)
10.29 Second Amendment to Amended and Restated Investors' Rights
Agreement between and among Onyx Acceptance Corporation and
the Investors identified therein dated as of November 3,
1995.(1)
10.32 Option Agreement between Onyx Acceptance Corporation and
John W. Hall dated as of December 20, 1994.(1)
10.33 Promissory Note in favor of Onyx Acceptance Corporation from
John Hall dated as of December 20, 1994.(1)
10.34 Option Agreement between Onyx Acceptance Corporation and
Brian MacInnis dated as of December 20, 1994.(1)
10.35 Promissory Note in favor of Onyx Acceptance Corporation from
Brian MacInnis dated as of December 20, 1994.(1)
10.36 Stock Purchase Agreement between and among Brian MacInnis
and certain Investors identified therein dated as of June 7,
1995.(1)
10.37 Stock Purchase Agreement between and among John W. Hall and
certain Investors identified therein dated as of June 7,
1995.(1)
10.41 Onyx Acceptance Corporation 401(k) Plan dated January 1,
1994.(1)
10.46 Subordination and Intercreditor Agreement by and among State
Street Bank and Trust Company, The First National Bank of
Boston, Capital Resource Lenders II, L.P., Dominion Fund III
and Onyx Acceptance Corporation dated as of January 31,
1996.(1)
10.48 Form of Dealer Agreement Non-Recourse (U) between Dealership
and Onyx Acceptance Corporation.(1)
10.49 Form of Dealer Agreement Non-Recourse (N) between Dealership
and Onyx Acceptance Corporation.(1)
10.50 1996 Stock Option/Stock Issuance Plan.(1)
10.58 Form of Underwriting Agreement between Onyx Acceptance
Financial Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated in connection with 1997-1 Grantor
Trust.(2)
10.59 Form of Pooling and Servicing Agreement between Onyx
Acceptance Financial Corporation, Onyx Acceptance
Corporation, and Bankers Trust Company in connection with
1997-2 Grantor Trust.(4)
10.60 Form of Underwriting Agreement between Onyx Acceptance
Financial Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated in connection with 1997-2 Grantor Trust.(4)
10.61 Form of Pooling and Servicing Agreement between Onyx
Acceptance Financial Corporation, Onyx Acceptance
Corporation and Bankers Trust Company in connection with
1997-3 Grantor Trust.(5)
10.62 Form of Underwriting Agreement between Onyx Acceptance
Financial Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated in connection with 1997-3 Grantor
Trust.(5)
10.63 1997-4 Spread Account Trust Agreement between Onyx
Acceptance Financial Corporation and Bankers Trust
(Delaware) dated as of December 12, 1997.(6)
10.64 Form of Pooling and Servicing Agreement between Onyx
Acceptance Financial Corporation, Onyx Acceptance
Corporation and Bankers Trust Company in connection with
1997-4 Onyx Acceptance Grantor Trust.(6)
10.65 Form of Underwriting Agreement between Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation and
Merrill Lynch & Co. in connection with 1997-4 Onyx
Acceptance Grantor Trust.(6)
10.66 Term Loan Agreement by and between Bay View Capital
Corporation and Onyx Acceptance Corporation dated February
24, 1998.(7)
10.67 Master Repurchase Agreement Annex by and between Merrill
Lynch Mortgage Capital Inc. and Onyx Acceptance Financial
Corporation dated February 4, 1998.(7)
10.68 Master Assignment Agreement by and between Merrill Lynch
Mortgage Capital Inc. and Onyx Acceptance Financial
Corporation dated February 4, 1998.(7)

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.69 Second Amendment to Master Assignment Agreement between Onyx
Acceptance funding Corporation and Merrill Lynch Mortgage
Capital Inc. dated July 7, 1999.(15)
10.70 Amended and Restated Residual Interest in Securitized Assets
Revolving Credit Agreement dated June 12, 1998 by and among
Onyx Acceptance Corporation, State Street Bank and Trust
Company, BankBoston and The Travelers Insurance Company.(8)
10.71 Second Amendment to Loan Agreement and Pledge and Security
Agreement by and among Onyx Acceptance Corporation, State
Street Bank and Trust Company, BankBoston and The Travelers
Insurance Company dated August 9, 1999.(15)
10.72 Amended and Restated Pledge and Security Agreement dated
June 12, 1998 by and among Onyx Acceptance Corporation,
State Street Bank and Trust Company, BankBoston and The
Travelers Insurance Company.(8)
10.73 First Amendment to Loan Agreement and Confirmation of Pledge
and Security Agreement dated June 29, 1999.(14)
10.74 Amended and Restated Sale and Servicing Agreement between
Onyx Acceptance Corporation and Onyx Acceptance Financial
Corporation dated as of September 4, 1998.(9)
10.75 Amended and Restated Triple-A One Funding Corporation Credit
Agreement between and among Onyx Acceptance Financial
Corporation, Triple-A One Funding Corporation, CapMAC
Financial Services, Inc. and Capital Markets Assurance
Corporation dated as of September 4, 1998.(9)
10.76 Amended and Restated Triple-A One Funding Corporation
Security Agreement between and among Onyx Acceptance
Financial Corporation, Triple-A One Funding Corporation and
Capital Markets Assurance Corporation dated as of September
4, 1998.(9)
10.77 Amended and Restated Subordinated Security Agreement between
Onyx Acceptance Corporation and Onyx Acceptance Financial
Corporation dated as of September 4, 1998.(9)
10.78 Amended and Restated Insurance and Indemnity Agreement
between and among Onyx Acceptance Corporation, Capital
Markets Assurance Corporation, Onyx Acceptance Financial
Corporation and Triple-A One Funding Corporation dated as of
September 4, 1998.(9)
10.79 Master Loan Agreement between Onyx Acceptance Financial
Corporation and Salomon Brothers Realty Corp. dated
September 3, 1998.(9)
10.80 Form of Pooling and Servicing Agreement between Onyx
Acceptance Corporation, Onyx Acceptance Financial
Corporation, and Bankers Trust Company in connection with
the 1998-1 Onyx Acceptance Grantor Trust.(10)
10.81 Form of Underwriting Agreement between Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation and
Merrill Lynch & Co. in connection with the 1998-1 Onyx
Acceptance Grantor Trust.(10)
10.82 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation, and
Chase Manhattan Bank in connection with the Onyx Acceptance
Owners Trust 1998-A.(11)
10.83 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation, and
Chase Manhattan Bank in connection with the Onyx Acceptance
Owners Trust 1998-B.(11)
10.84 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Chase
Manhattan Bank in connection with the Onyx Acceptance Owners
Trust 1998-C.(11)
10.85 Amendment Number One dated December 22, 1998 to Amended and
Restated Onyx Warehouse Facility and Assignment and
Assumption Agreement.(12)
10.86 Amendment No. 2 to the Amended and Restated Onyx Warehouse
Facility effective as of March 30, 1999 by and among Onyx
Acceptance Corporation, Onyx Acceptance Financial
Corporation, Triple-A One Funding Corporation, Capital
Markets Assurance Corporation, CapMAC Financial Services,
Inc. and MBIA Insurance Corporation.(13)

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.87 Sale and Servicing Agreement between Onyx Acceptance
Corporation as Seller and Servicer and Onyx Acceptance
Receivables Corporation, as Purchaser, dated August 9,
1999.(15)
10.88 Security Agreement between Onyx Acceptance Receivables
Corporation and The Chase Manhattan Bank as Funding Agent,
dated August 9, 1999.(15)
10.89 Subordinated Security Agreement between Onyx Acceptance
Receivables Corporation, and Onyx Acceptance Corporation,
dated August 9, 1999.(15)
10.90 Asset Purchase Agreement between Park Avenue Receivables
Corporation and The Chase Manhattan Bank and Onyx Acceptance
Receivables Corporation, dated August 9, 1999.(15)
10.91 Funding Agreement between Onyx Acceptance Receivables
Corporation and Park Avenue Receivables Corporation and The
Chase Manhattan Bank, dated August 9, 1999.(15)
10.92 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Chase
Manhattan Bank in connection with the Onyx Acceptance Owners
Trust 1999-A.(16)
10.93 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Chase
Manhattan Bank in connection with the Onyx Acceptance Owners
Trust 1999-B.(17)
10.94 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Chase
Manhattan Bank in connection with the Onyx Acceptance Owners
Trust 1999-C.(18)
10.95 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and Chase
Manhattan Bank in connection with the Onyx Acceptance Owners
Trust 1999-D.(19)
10.96 Consent and Amendment Agreement between and among Onyx
Acceptance Corporation and State Street Bank and Trust
Company, BankBoston and the Travelers Insurance Company.(15)
10.97 Sale and Assignment Agreement dated March 29, 2000 among
Onyx Acceptance Residual Funding Owner Trust 2000-A as
Issuer, Onyx Acceptance Financial Corporation as Seller, and
The Chase Manhattan Bank as Indenture Trustee and as Trust
Agent.(20)
10.98 Indenture dated March 29, 2000 between Onyx Acceptance
Residual Funding Owner Trust 2000-A as Issuer, and The Chase
Manhattan Bank, as Indenture Trustee.(20)
10.99 Trust Agreement dated March 29, 2000 among Onyx Acceptance
Financial Corporation, as Depositor, Bankers Trust as Owner
Trustee and The Chase Manhattan Bank as Trust Agent.(20)
10.100 Master Repurchase Agreement dated May 16, 2000, by and among
Merrill Lynch International, Onyx Acceptance Funding
Corporation, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated acting as Agent.(20)
10.101 Indenture dated as of April 17, 2000 between Onyx Acceptance
Corporation, as Issuer and Bankers Trust Company, as
Trustee.(21)
10.102 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2000-A.(22)
10.103 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2000-B.(23)
10.104 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2000-C.(24)
10.105 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2000-D.(25)

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.106 Master Repurchase Agreement dated October 13, 2000 by and
between Credit Suisse First Boston (Europe) Limited, as
buyer, Credit Suisse First Boston Corporation, as Agent and
Onyx Acceptance Funding Corporation, as Seller.(26)
10.107 Onyx Acceptance Corporation Non-Qualified Deferred
Compensation Plan.(27)
10.108 The Onyx Acceptance Corporation Non-Qualified Deferred
Compensation Plan Trust Agreement.(27)
10.109 Daybreak-The Big Picture Master License Agreement.(28)
10.110 SuperSolutions Corporation Daybreak-The Big Picture Service
Level Agreement.(28)
10.111 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2001-A.(29)
10.112 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2001-B.(30)
10.113 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and The
Chase Manhattan Bank in connection with the Onyx Acceptance
Owner Trust 2001-C.(31)
10.114 Form of Sale and Servicing Agreement between Onyx Acceptance
Corporation, Onyx Acceptance Financial Corporation and
Citibank N.A. in connection with the Onyx Acceptance Owner
Trust 2001-D.(32)
10.115 Second Amended and Restated Triple-A One Credit Agreement,
dated November 30, 2001 among Onyx Acceptance Financial
Corporation, Triple-A One Funding Corporation, CapMac
Financial Services, Inc., and Capital Markets Assurance
Corporation.*
10.116 Second Amended and Restated Subordinated Security Agreement
dated as of November 30, 2001 between Onyx Acceptance
Financial Corporation and Onyx Acceptance Corporation.*
10.117 Second Amended and Restated Triple-A One Security Agreement
dated as of November 30, 2001 among Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation, Triple-A
One Funding Corporation and Capital Markets Assurance
Corporation.*
10.118 Second Amended and Restated Sale and Servicing Agreement
dated as of November 30, 2001 between Onyx Acceptance
Financial Corporation and Onyx Acceptance Corporation.*
10.119 Second Amended and Restated Definitions List dated as of
November 30, 2001 among Onyx Acceptance Corporation, Onyx
Acceptance Financial Corporation, MBIA Insurance
Corporation, Capital Markets Assurance Corporation and
CapMac Financial Services, Inc.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Independent Accountants.*

---------------

* Filed herewith

(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-00680).

(2) Incorporated by reference from Onyx Acceptance Financial Corporation's
Registration Statement on Form S-1 (Registration No. 333-22301).

(3) Incorporated by reference from the Company's Current Report on Form 8-K
dated July 8, 1997. (File No. 000-28050).

(4) Incorporated by reference from Onyx Acceptance Financial Corporation's
Registration Statement on Form S-1 (Registration No. 333-28893).

(5) Incorporated by reference from Onyx Acceptance Financial Corporation's
Registration Statement on Form S-1 (Registration No. 333-33471).

(6) Incorporated by reference from Onyx Acceptance Financial Corporation's
Registration Statement on Form S-1 (Registration No. 333-40089).

(7) Incorporated by reference from the Company's Form 10-Q for quarterly period
ended March 31, 1998. (File No. 000-28050).

(8) Incorporated by reference from the Company's Form 10-Q for quarterly period
ended June 30, 1998. (File No. 000-28050).

(9) Incorporated by reference from the Company's Form 10-Q for quarterly period
ended September 30, 1998. (File No. 000-28050).

(10) Incorporated by reference from Onyx Acceptance Financial Corporation's
Registration Statement on Form S-3 (Registration No. 333-46359).

(11) Incorporated by reference from Onyx Acceptance Financial Corporation's
Registration Statement on Form S-3 (Registration No. 333-51239).

(12) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 1998. (File No. 000-28050).

(13) Incorporated by reference from the Company's Form 10-Q for quarterly period
ended March 31, 1999. (File No. 000-28050).

(14) Incorporated by reference from the Company's Form 10-Q for the quarterly
period ended June 30, 1999. (File No. 000-28050).

(15) Incorporated by reference from the Company's Form 10-Q for the quarterly
period ended September 30, 1999. (File No. 000-28050).

(16) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated March 11, 1999. (File No. 333-28893).

(17) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated May 28, 1999. (File No. 333-28893).

(18) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated September 14, 1999. (File No. 333-28893).

(19) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated November 12, 1999. (File No. 333-28893).

(20) Incorporated by reference from the Company's Form 10-Q quarterly period
ended June 30, 2000. (File No. 000-28050).

(21) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 17, 2000 (File No. 333-92573).

(22) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated February 28, 2000. (File No. 333-92245).

(23) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated April 28, 2000. (File No. 333-92245).

(24) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated July 27, 2000. (File No. 333-92245).

(25) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K dated November 16, 2000. (File No. 333-92245).

(26) Incorporated by reference from the Company's Form 10-K for the year ended
December 31, 2000. (File No. 000-28050).

(27) Incorporated by reference from the Company's Form 10-Q for the quarterly
period ended March 31, 2001. (File No. 000-28050).

(28) Incorporated by reference from the Company's Form 10-Q for the quarterly
period ended June 30, 2001. (File No. 000-28050).

(29) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K filed March 14, 2001. (File No. 333-51636).

(30) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K filed May 31, 2001. (File No. 333-51636).

(31) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K filed August 14, 2001. (File No. 333-51636).

(32) Incorporated by reference from Onyx Acceptance Financial Corporation's
Current Report on Form 8-K filed October 31, 2001. (File No. 333-51636).

(b) Exhibits on Form 8-K

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K 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 Chief Executive
Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons on behalf of
the Registrant in the capacities and on the date indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ THOMAS C. STICKEL Chairman of the Board of Directors March 29, 2002
---------------------------------------------
Thomas C. Stickel

/s/ JOHN W. HALL President, Chief Executive Officer March 29, 2002
--------------------------------------------- and Director
John W. Hall (Principal Executive Officer)

/s/ G. BRADFORD JONES Director March 29, 2002
---------------------------------------------
G. Bradford Jones

/s/ C. THOMAS MEYERS Director March 29, 2002
---------------------------------------------
C. Thomas Meyers

/s/ DON P. DUFFY Executive Vice President, Chief March 29, 2002
--------------------------------------------- Financial Officer and Director,
Don P. Duffy (Principal Financial and
Accounting Officer)

ONYX ACCEPTANCE CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

PAGE
----

REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Stockholders
Onyx Acceptance Corporation

In our opinion, the accompanying consolidated statements of financial
condition and the related consolidated statements of income, stockholders'
equity and cash flows present fairly, in all material respects, the financial
position of Onyx Acceptance Corporation and its subsidiaries (the "Company") as
of December 31, 2001 and 2000, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note 3 and in Note 5 to the financial statements, the
Company was required to adopt the provisions of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended, and Emerging Issues Task Force 99-20 respectively,
"Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets".

PRICEWATERHOUSECOOPERS LLP

Orange County, California
February 1, 2002

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

ASSETS
Cash and cash equivalents................................... $ 1,135 $ 3,130
Contracts held for sale (net of allowance).................. 191,524 170,755
Credit enhancement assets, at fair value.................... 184,300 146,013
Furniture and equipment (net of accumulated depreciation)... 5,008 7,079
Other assets................................................ 4,318 4,403
-------- --------
Total Assets...................................... $386,285 $331,380
======== ========

LIABILITIES
Accounts payable............................................ $ 27,024 $ 22,706
Warehouse borrowings........................................ 190,008 172,509
Excess servicing credit and residual lines.................. 68,355 41,138
Subordinated debt........................................... 16,232 19,505
Capital lease obligations................................... 399 250
Accrued interest payable.................................... 449 740
Other liabilities........................................... 24,117 18,939
-------- --------
Total Liabilities................................. 326,584 275,787
Commitments and Contingencies

STOCKHOLDERS' EQUITY
Common stock
Par value $0.01 per share; authorized 15,000,000 shares;
issued and outstanding 5,078,046 as of December 31,
2001 and issued and outstanding 4,989,504 shares as of
December 31, 2000...................................... 51 50
Additional paid in capital................................ 32,647 32,601
Retained earnings......................................... 25,960 21,550
Accumulated other comprehensive income, net of tax.......... 1,043 1,392
-------- --------
Total Equity........................................... 59,701 55,593
-------- --------
Total Liabilities and Stockholders' Equity........ $386,285 $331,380
======== ========

See accompanying notes to consolidated financial statements.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

REVENUES:
Interest income........................................ $ 31,843 $ 23,046 $ 24,433
Interest expense -- warehouse line..................... 10,249 14,761 12,560
---------- ---------- ----------
NET INTEREST INCOME...................................... 21,594 8,285 11,873
Gain on sale of contracts.............................. 30,765 45,029 53,920
Servicing fee income................................... 51,218 47,543 28,877
---------- ---------- ----------
TOTAL REVENUES........................................... 103,577 100,857 94,670
EXPENSES:
Provision for credit losses............................ 1,079 990 1,246
Interest expense -- other.............................. 5,492 5,592 5,727
OPERATING EXPENSES:
Salaries and benefits.................................. 52,848 46,323 40,035
Systems and servicing.................................. 4,258 5,452 4,259
Telephone and data lines............................... 5,014 5,950 6,089
Depreciation........................................... 4,644 4,379 3,482
General and administrative expenses.................... 22,771 22,200 17,094
---------- ---------- ----------
TOTAL OPERATING EXPENSES................................. 89,535 84,304 70,959
---------- ---------- ----------
TOTAL EXPENSES........................................... 96,106 90,886 77,932
---------- ---------- ----------
INCOME BEFORE INCOME TAXES............................... 7,471 9,971 16,738
Income taxes........................................... 3,061 4,136 6,946
---------- ---------- ----------
NET INCOME............................................... $ 4,410 $ 5,835 $ 9,792
========== ========== ==========
NET INCOME PER SHARE OF COMMON STOCK
Basic.................................................. $ 0.88 $ 1.03 $ 1.59
Diluted................................................ $ 0.84 $ 1.00 $ 1.50
========== ========== ==========
Basic shares outstanding................................. 5,026,087 5,657,310 6,173,922
========== ========== ==========
Diluted shares outstanding............................... 5,232,390 5,811,168 6,514,477
========== ========== ==========

See accompanying notes to consolidated financial statements.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

ACCUMULATED
COMMON STOCK ADDITIONAL RETAINED COMPREHENSIVE TOTAL
--------------- PAID IN EARNINGS INCOME (LOSS), STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) NET OF TAX EQUITY
------ ------ ---------- --------- -------------- -------------
(IN THOUSANDS)

BALANCE AT DECEMBER 31,
1998........................ 6,171 $ 62 $37,839 $ 5,923 $43,824
Issuance of Common Stock...... 7 53 53
Comprehensive income:
Unrealized losses in credit
enhancement assets, net
of tax of $391.5
thousand................. $ (561) (561)
Net Income.................... 9,792 9,792
------ ---- ------- ------- ------ -------
Total Comprehensive
Income............ 9,792 (561) 9,231
------ ---- ------- ------- ------ -------
BALANCE, DECEMBER 31, 1999.... 6,178 62 37,892 15,715 (561) 53,108
Issuance of Common Stock...... 12 6 6
Repurchase and retirement of
Common Stock................ (1,200) (12) (5,297) (5,309)
Comprehensive income:
Unrealized gains in credit
enhancement assets, net
of tax of $1.4 million... 1,953 1,953
Net Income.................... 5,835 5,835
------ ---- ------- ------- ------ -------
Total Comprehensive
Income............ 5,835 1,953 7,788
------ ---- ------- ------- ------ -------
BALANCE, DECEMBER 31, 2000.... 4,990 50 32,601 21,550 1,392 55,593
Issuance of Common Stock...... 88 1 46 47
Comprehensive income:
Unrealized loss in credit
enhancement assets, net
of tax of $242
thousand................. (349) (349)
Adoption of FAS 133, net of
tax of $596 thousand..... (840) (840)
Loss on derivatives
reclassified to earnings net
of tax of $596 thousand..... 840 840
Net Income.................... 4,410 4,410
------ ---- ------- ------- ------ -------
Total Comprehensive
Income............ 4,410 (349) 7,788
------ ---- ------- ------- ------ -------
BALANCE, DECEMBER 31, 2001.... 5,078 $ 51 $32,647 $25,960 $1,043 $59,701
====== ==== ======= ======= ====== =======

See accompanying notes to consolidated financial statements.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------
(IN THOUSANDS)

OPERATING ACTIVITIES
Net Income................................................ $ 4,410 $ 5,835 $ 9,792
Adjustments to reconcile net income to net cash used in
operating activities:
Amortization of retained interest in securitized
assets............................................ 14,552 61,229 72,704
Increase in retained interest in securitized
assets............................................ (91,059) (109,173) (101,587)
Cash released from securitization spread accounts.... 38,402
Sale of retained interest in securitized assets...... 49,924
Write-off of participation on securitized loans...... 31,526 40,288 41,694
Provision for credit losses.......................... 1,079 990 1,246
Depreciation......................................... 4,644 4,379 3,482
Increase in trust receivable......................... (182) (1,797) (2,000)
Decrease (increase) in other assets.................. 85 4,724 (6,083)
Increase in accounts payable......................... 4,319 1,639 10,107
(Decrease) increase in accrued interest payable...... (291) (727) 677
Increase (decrease) in other liabilities............. 4,829 (1,644) 9,838
Proceeds from the securitization of contracts held
for sale.......................................... 1,600,000 1,720,000 1,450,000
Purchase of contracts held for sale.................. (1,606,330) (1,671,704) (1,559,004)
Repurchase of trust contracts........................ (56,007) (26,093) (6,367)
Principal payments received on contracts held for
sale.............................................. 39,892 32,220 41,202
Payments of participation to dealers (net of
chargeback collections and amortized expense)..... (30,929) (36,465) (46,002)
----------- ----------- -----------
Cash (used in) provided by operating activities............. (41,060) 73,625 (80,301)
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of furniture and equipment....................... (2,158) (4,605) (5,389)
----------- ----------- -----------
Cash used in investing activities........................... (2,158) (4,605) (5,389)
----------- ----------- -----------
FINANCING ACTIVITIES
Payments on capital leases................................ (267) (308) (349)
Proceeds from warehouse line.............................. 1,209,809 1,301,710 1,371,843
Payments on warehouse line................................ (1,192,310) (1,361,489) (1,289,599)
Proceeds from drawdown on excess service borrowings....... 46,200 34,000 39,257
Payments to paydown excess service credit borrowings...... (18,983) (48,741) (32,934)
Proceeds from subordinated debt........................... 12,000
Principal payments on subordinated debt................... (3,273) (2,496)
Proceeds from exercise of options/warrants................ 47 6 53
Repurchase and retirement of common stock................. (5,309)
Proceeds from other loans................................. 1,013
Payments on other loans................................... (453) (333)
----------- ----------- -----------
Cash provided by (used in) financing activities............. 41,223 (71,080) 88,951
----------- ----------- -----------
(Decrease) increase in cash and cash equivalents............ (1,995) (2,060) 3,261
Cash and cash equivalents at beginning of period............ 3,130 5,190 1,929
----------- ----------- -----------
Cash and cash equivalents at end of period.................. $ 1,135 $ 3,130 $ 5,190
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash activities:
Additions to capital leases............................ $ 415 $ 210 $ --
Cash paid:
Interest............................................... $ 16,032 $ 21,080 $ 17,610
Income taxes........................................... $ (2,316) $ 1,858 $ 1,198

See accompanying notes to consolidated financial statements.
49

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- NATURE OF OPERATIONS

Onyx Acceptance Corporation, a Delaware Corporation, ("Onyx"), and its
wholly owned special purpose finance subsidiaries Onyx Acceptance Financial
Corporation ("OAFC"), Onyx Acceptance Funding Corporation ("OFC") and Onyx
Acceptance Receivables Corporation ("OARC"), (collectively, the "Company"), is a
specialized consumer finance company engaged in the purchase, securitization and
servicing of motor vehicle retail installment contracts originated by franchised
and select independent automobile dealerships (collectively the "Contracts").
Onyx was incorporated on August 17, 1993, and commenced operations in February
1994. Onyx provides an independent source to automobile dealers to finance their
customers' purchases of new and used vehicles. The Company attempts to meet the
needs of dealers through consistent buying practices, competitive rates, a
dedicated customer service staff, fast turnaround time and systems designed to
expedite the processing of credit applications.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of Onyx, OAFC, OFC and OARC. All significant
intercompany accounts and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents: The Company considers all significant
investments with maturity at acquisition of three months or less to be cash
equivalents.

Contracts Held for Sale: Contracts held for sale are stated at the lower
of cost or market value.

The Company defers certain Contract origination fees and participation paid
to dealers. At the time of sale or securitization, these balances are written
off and are included as part of the computation of the gain on sale of
Contracts.

The current policy of the Company is to recognize losses on repossessed
vehicles in the month in which the vehicle is sold or in which the scheduled
payment becomes 120 days delinquent, whichever occurs first. Losses may occur in
connection with delinquent Contracts for which the vehicle was not repossessed,
either because of a discharge of the obligor's indebtedness in a bankruptcy
proceeding or due to the Company's inability to locate the financed vehicle or
the obligor. In these cases, losses are recognized at the time a Contract is
deemed uncollectable or during the month a scheduled payment under the Contract
becomes 120 days past due, whichever occurs first.

Sales of Contracts: The Company purchases Contracts which will be sold to
investors with servicing rights retained by the Company. The Company sells a
majority of its Contracts and does not purchase any residual interest in
securitized or sold Contracts. Contracts are sold at or near par value. For
Contracts securitized, the Company retains a participation in the future cash
flows released by trusts, while for cash sales no participation is retained in
the future cash flows. As of December 31, 2001 the Company was servicing all the
Contracts sold to the trusts. As of December 31, 2001 and 2000, 27% and 30%
respectively, of the sold portfolio was originated in California.

Furniture and Equipment: Furniture and equipment are stated at cost less
accumulated depreciation, and are depreciated for financial reporting purposes
on a straight-line basis over a three year estimated life. Capitalized leased
assets are amortized over the lease term. Leasehold improvements are amortized
over a period not exceeding the term of the lease.

Interest and Fee Income: Interest and fee income on Contracts held for
sale is determined on a monthly basis using either the simple interest (level
yield) method or the sum-of-the-months digits method, which approximates the
effective yield method.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Income Taxes: The Company utilizes Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which requires the recognition
of deferred tax liabilities and assets for the expected future tax consequences
of events that have been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statements and the tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The provision for income taxes represents the tax payable for the period and the
change during the year in deferred tax assets and liabilities. The Company files
consolidated federal and state tax returns.

Net Income Per Share: Net income per share is presented in dual format as
basic and diluted earnings per share. Basic earnings per share is based on the
weighted average number of common shares outstanding. Diluted earnings per share
is based on the weighted average number of common shares outstanding, adjusted
to include the impact of potential dilutive common stock options and warrants
outstanding.

Derivative Financial Instruments: The Company 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 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 variability in
the forecasted future net cash flows it will receive from the RISA attributable
to the risk of changing interest rates. 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 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. Interest rate swap agreements are unwound
upon securitization, whereby the gain or loss on the hedge is recorded to income
and the associated component of the gain or loss previously recorded in other
comprehensive income is reversed.

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.

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 the securitization (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

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 highly 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.

At December 31, 2001, the Company had entered into four year amortizing
forward swap agreements with a notional face amount outstanding of $175.0
million with maturities matching the average life of the Contracts being hedged.
At December 31, 2001, these agreements had a fair value of $0.4 million. At
December 31, 2000, the Company had forward swap agreements outstanding totaling
$225 million with a fair value of ($1.4) million.

Gain on Sale of Contracts for the year ended December 31, 2001, included a
loss of $6.6 million related to hedging activities. Included in Gain on Sale of
Contracts for the year ended December 31, 2000 was a loss of $1.2 million due to
hedging activities, while the Gain on Sale for the year ended December 31, 1999
included a gain arising from hedging activities of $1.8 million.

Pervasiveness of Estimates: The preparation of the consolidated 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 and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Stock-based Compensation: Statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation" ("SFAS No. 123"), encourages, but
does not require companies to recognize compensation expense associated with
stock based compensation plans over the anticipated service period based on the
fair value of the award on the date of grant. As allowed by SFAS 123, however,
the Company has elected to continue to measure compensation costs as prescribed
by APB Opinion No. 25 "Accounting for Stock Issued to Employees." See footnote
12 for Pro Forma disclosures of net income and net income per share, as if SFAS
123 had been adopted.

Comprehensive Income: Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130"), establishes standards for
reporting comprehensive income and its components in a full set of financial
statements. The standard requires that all items that are required to be
recognized under accounting standards as components of comprehensive income,
including an amount representing total comprehensive income, be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Pursuant to SFAS 130, the Company has reported
comprehensive income in the accompanying Consolidated Statements of
Stockholders' Equity.

Reclassification: Certain amounts in the prior year consolidated financial
statements have been reclassified to conform to the 2001 presentation.

NOTE 3 -- RECENT ACCOUNTING PRONOUNCEMENTS

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

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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.

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 first
quarter of 2001.

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. Adoption of SFAS No. 140 did not have a material effect on the Company's
financial statements.

In July 2001, the Financial Accounting Standards Board issued Statements on
Financial Accounting Standards (SFAS) Nos. 141 (Business Combinations) and 142
(Goodwill and Other Intangible Assets). SFAS No. 141, among other things,
eliminates the use of the pooling of interests method of accounting for business
combinations. Under the provisions of SFAS No. 142, goodwill will no longer be
amortized, but will be subject to a periodic test for impairment based upon fair
values. SFAS No. 141 is effective for all business combinations initiated after
June 30, 2001. SFAS No. 142 will be effective for the Company beginning January
1, 2002. The adoption of these statements is not expected to have a material
effect on the Company's financial statements.

In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This Statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets, and
supersedes FAS-121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." The statement also supersedes APB-30,
"Reporting the Results of Operations -- Reporting the Effects of Disposal of a
Segment of a Business and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." This Statement is effective for financial statements
issued for fiscal years beginning after December 15, 2001. At present, the
Company believes that FAS-144 will not have a material effect on its
consolidated financial statements.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- CONTRACTS HELD FOR SALE

Contracts held for sale consist of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Gross Contracts held for sale............................... $196,182 $175,911
Less unearned interest...................................... (2,208) (3,302)
-------- --------
Contracts held for sale..................................... 193,974 172,609
Dealer participation........................................ (2,450) (1,854)
-------- --------
Total............................................. $191,524 $170,755
======== ========

As of December 31, 2001 and 2000, 28% and 30% of Contracts held for sale
were originated in California, respectively.

At December 31, 2001, contractual maturities of Contracts held for sale
were as follows:

(IN THOUSANDS)(1)

2002........................................................ $ 4,354
2003........................................................ 12,226
2004........................................................ 9,648
2005........................................................ 19,656
2006 and thereafter......................................... 149,371
--------
$195,255
========

---------------

(1) Actual maturities may vary depending on prepayment speed, charge-offs and
deferments.

Contracts serviced by the Company for the benefit of others totaled
approximately $2.7 billion at December 31, 2001 and $2.5 billion December 31,
2000. These amounts are not reflected in the accompanying consolidated financial
statements.

NOTE 5 -- CREDIT ENHANCEMENT ASSETS

SFAS 140 requires that following a transfer of financial assets, an entity
is to recognize the assets it controls and the liabilities it has incurred, and
derecognize assets for which control has been surrendered and liabilities that
have been extinguished.

Credit enhancement assets consisted of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Trust receivables represents initial deposits in spread accounts.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

created in securitization transactions. Excess spread is calculated by taking
the difference between the weighted average 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.

In initially valuing the RISA, the Company establishes an off balance sheet
allowance for probable credit losses. The allowance is based upon historical
experience and management's estimate of future performance regarding credit
losses. 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 RISA
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 guaranty
insurance fees, after giving effect to

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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.

DECEMBER 31,
-----------------------
2001 2000
---------- ----------
(IN THOUSANDS)

Estimated net undiscounted RISA earnings.................... $ 324,162 $ 289,837
Off balance sheet allowance for losses...................... (110,347) (116,086)
Discount to present value................................... (33,495) (31,536)
---------- ----------
Retained interest in securitized assets..................... $ 180,320 $ 142,215
========== ==========
Outstanding balance of contracts sold through
securitizations........................................... $2,635,042 $2,513,407

At December 31, 2001, key economic assumptions and the sensitivity of the
current fair value of residual cash flows to immediate 10% and 20% adverse
changes in those assumptions are as follows:

DECEMBER 31,
2001
---------------------
(DOLLARS IN MILLIONS)

Expected credit loss assumption (annual rate)............... 2.00% to 2.75%
Impact of fair value of 10% adverse change.................. $10.6
Impact of fair value of 20% adverse change.................. $21.1
Expected prepayment rate assumption (annual rate)........... 1.75%
Impact of fair value of 10% adverse change.................. $ 8.9
Impact of fair value of 20% adverse change.................. $17.2
Expected discount rate on RISA (annual rate)................ 3.50% over the
pass through rate
Impact of fair value of 10% adverse change.................. $ 1.2
Impact of fair value of 20% adverse change.................. $ 2.2

These sensitivities are hypothetical and should be used with caution. As
the figures indicate, changes in fair value based on a 10 percent and 20 percent
variation in assumptions generally cannot be extrapolated because the
relationship of the change in assumption to the change in fair value may not be
linear. Also, in this table, the effect of the variation in a particular
assumption for the fair value of the retained interest is calculated without
changing any other assumption; in reality, changes in one factor may result in
the changes in another (for example, increases in market interest rates may
result in lower prepayments and increased credit losses), which might magnify or
counteract the sensitivities.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6 -- FURNITURE AND EQUIPMENT

Furniture and equipment consisted of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

OWNED:
Office furniture.......................................... $ 4,365 $ 4,100
Computer equipment........................................ 14,953 12,918
Leasehold improvements.................................... 1,814 1,690
-------- --------
Total............................................. 21,132 18,708
-------- --------
CAPITALIZED LEASES:
Computer equipment........................................ 399 250
-------- --------
Total............................................. 399 250
-------- --------
Total furniture and equipment............................... 21,531 18,958
Less: accumulated depreciation and amortization............. (16,523) (11,879)
-------- --------
Furniture and equipment, net................................ $ 5,008 $ 7,079
======== ========

NOTE 7 -- WAREHOUSE BORROWING

As of December 31, 2001, the Company was party to a $355 million
warehousing facility (the "CP Facility") with Triple-A One Funding Corporation
("Triple-A"). Onyx Acceptance Financial Corporation ("Finco"), a special purpose
subsidiary of the Company, is the borrower under the CP Facility. The CP
Facility is used to fund the purchase or origination of Contracts. Triple-A is a
rated commercial paper asset-backed conduit sponsored by MBIA Insurance
Corporation ("MBIA"). MBIA provides credit enhancement for the facility by
issuing a financial guaranty insurance policy covering all principal and
interest obligations owed for the borrowings under the facility. The Company
pledges its Contracts held for sale to borrow from Triple-A.

A $150 million commercial paper facility with a commercial paper
asset-backed conduit sponsored by The Chase Manhattan Bank expired in August
2001 and was not renewed.

NOTE 8 -- RESIDUAL LINES

The Company, through Fundco, currently has two residual financing
facilities: 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"). (The SBRC facility together with the CSFB-Europe facility
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. Each loan under the SBRC line matures one year after the date
of the loan; the Company expects each loan to be renewed at term. The
CSFB-Europe line was renewed in October 2001 for a one-year term.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Interest paid under each line is generally tied to the 30 day Libor Rate.
The average interest rates for the year ending 2001 were 6.59% for the SBRC
facility and 6.49% for the CSFB facility. For the year ending December 31, 2000,
the average interest rates were 9.32% and 9.06% under a prior credit facility
with Merrill Lynch International and the SBRC facility respectively. The
decrease in average interest rates paid on the facilities from 2000 to 2001 was
consistent with the decrease in the average 30 day Libor Rate over the same time
periods.

NOTE 9 -- SUBORDINATED DEBT

As of December 31, 2001, the Company had outstanding approximately $16.2
million of subordinated debt. In February 2000, the Company exercised its option
to extend the term of one of the original offerings by three years during which
the loan will fully amortize through February 2003. The remaining principal
balance outstanding as of December 31, 2001 was $4.2 million and bears a fixed
interest rate of 9.5%. During the second quarter of 2000, the Company issued
$12.0 million in subordinated debt with a stated interest rate of 12.5% and a
maturity of June 2006.

The facilities and lines as discussed in Notes 7, 8 and 9 above contain
affirmative, negative and financial covenants typical of such credit facilities.
The Company was in compliance with these covenants as of December 31, 2001.

NOTE 10 -- COMMITMENTS AND CONTINGENCIES

Leases: The Company leases furniture, fixtures and equipment under capital
leases with terms in excess of one year. The Company leases its office space
under operating leases with options to renew. Certain operating lease agreements
provide for escalations based on contractual provisions.

Future minimum lease payments required under capital leases and
non-cancelable operating leases are as follows as of December 31, 2001:

CAPITAL OPERATING
LEASES LEASES
------- ---------
(IN THOUSANDS)

2002........................................................ $261 $ 3,379
2003........................................................ 174 3,297
2004........................................................ 39 3,272
2005........................................................ 0 2,908
2006 and thereafter......................................... 0 5,940
---- -------
Total............................................. 474 $18,796
==== =======
Less amounts representing interest.......................... (75)
----
Present value of net minimum lease payments................. $399
====

Rental expenses for premises and equipment amounted to approximately $4.2
million, $4.0 million and $3.1 million for the years ended December 31, 2001,
2000, and 1999 respectively.

NOTE 11 -- LEGAL PROCEEDINGS

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

substantial. The relief requested by the plaintiffs varies but includes requests
for compensatory, statutory and punitive damages.

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 prior 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)). The Company has asserted 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. In February 2001, an amended complaint was
dismissed with prejudice by the District Court; the Ninth Circuit Court of
Appeals recently affirmed this dismissal.

NOTE 12 -- STOCK OPTIONS

As of December 31, 2001, the Company has reserved 1,851,578 shares for
future issuance to certain employees under its stock option plans. The options
may be exercised at prices ranging from $0.51 per share to $11.50 per share at
any time, in whole or part, within ten years after the date of grant. Reserved,
unoptioned shares totaled 65,743 at December 31, 2001, 101,645 at December 31,
2000, and 249,488 at December 31, 1999.

A summary of the status of the Company's stock option plan as of December
31, 2001, 2000 and 1999, and changes during the years ending on those dates is
presented below:

2001 2000 1999
-------------------- -------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE
------- --------- -------- --------- -------- --------- --------

Outstanding at beginning of
year......................... 1,611,359 $5.66 1,290,136 $5.66 1,120,697 $5.59
Granted........................ 347,581 $3.73 478,450 $4.06 256,325 $6.11
Exercised...................... (11,111) $4.27 (11,954) $0.51 (6,770) $7.83
Forfeited...................... (161,994) $6.81 (145,273) $5.66 (80,116) $6.01
--------- --------- ---------
Outstanding at end of year..... 1,785,835 $4.86 1,611,359 $5.22 1,290,136 $5.66
========= ========= =========
Options exercisable at year
end.......................... 1,127,364 960,169 774,506
========= ========= =========

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes information about stock options outstanding
at December 31, 2001:

OPTIONS EXERCISABLE
OPTIONS OUTSTANDING ------------------------------
------------------------------------------------- NUMBER
NUMBER WEIGHTED-AVERAGE EXERCISABLE
OUTSTANDING REMAINING WEIGHTED-AVERAGE AT WEIGHTED-AVERAGE
RANGE OF EXERCISE PRICES AT 12/31/01 CONTRACTUAL LIFE EXERCISE PRICE 12/31/01 EXERCISE PRICE
------------------------ ----------- ---------------- ---------------- ----------- ----------------

$0.51................... 93,637 2.2 years $ .51 93,637 $ .51
$3.38 - 3.75............ 412,832 9.2 3.61 33,928 3.40
$4.25 - 5.81............ 1,172,985 7.1 5.25 901,174 5.46
$6.75 - 7.25............ 22,323 5.5 6.95 17,110 6.92
$7.88 - 9.13............ 27,600 7.4 8.11 25,057 8.04
$10.29 - 11.50.......... 56,458 5.4 10.92 56,458 10.92
--------- --------- ---------- --------- ------
$0.51 - 11.50........... 1,785,835 7.25 $ 4.86 1,127,364 $ 5.34
========= ---====== ========== ========= ======

Substantially all of the options granted by the Company vest over a four
year period, 25% after one year and the remaining 75% ratably over the following
36 month period. All of the options are granted at the closing price on the
effective date of the grant.

SFAS 123 provides for companies to recognize compensation expense
associated with stock based compensation plans over the anticipated service
period based on the fair value of the award on the date of grant. However, SFAS
123 allows companies to continue to measure compensation costs prescribed by APB
Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25"). Companies
electing to continue accounting for stock based compensation plans under APB 25
must make pro forma disclosures of net income and net income per share, as if
SFAS 123 had been adopted. The Company has continued to account for stock-based
compensation plans under APB 25. The fair value of the options was estimated at
date of grant using a Black-Scholes single option pricing model using the
following assumptions:

DECEMBER 31,
----------------------------------------
2001 2000 1999
---------- ---------- ----------

Risk free interest rate........................ 4.6% 6.2% 5.6%
Expected stock price volatility................ 75.0% 85.0% 76.0%
Expected life of options....................... four years four years four years
Expected dividends............................. none none none

The following table presents the pro forma disclosures required for SFAS
123 for the years ended December 31:

2001 2000 1999
------ ------ ------

Pro forma net income (in thousands)........................ $3,881 $4,943 $7,831
Pro forma net income per share -- basic.................... $ 0.77 $ 0.87 $ 1.27
Pro forma net income per share -- diluted.................. $ 0.75 $ 0.85 $ 1.23

NOTE 13 -- EMPLOYEE 401K DEFERRED SAVINGS PLAN

The Company has established a salary deferral savings program pursuant to
IRS Code Section 401(k) (the "401(k) Plan") for qualified employees. Under this
plan, employees may contribute a percentage of their pre-tax earnings to the
401(k) Plan. Effective July 1, 1998, the Company amended the 401(k) Plan to
permit matching Company contributions. Employee contributions up to the lesser
of $10,000 or 6% of pre-tax earnings made after one year of service may be
matched by a Company contribution equal to 50% of the employee's contribution
upon Board approval. Matching contributions are made in the Company's common

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

stock and begin vesting 20% per year following the completion of one year of
service. Company expense related to the 401(k) Plan totaled approximately
$409,000 in 2001 and approximately $333,000 in 2000.

NOTE 14 -- SHAREHOLDERS' EQUITY

Preferred Stock: The Company has 3 million shares of preferred stock
authorized of which 200,000 shares have been designated Series A participating
Preferred Stock. No shares of preferred stock were outstanding as of December
31, 2001 and December 31, 2000.

In July 1997, the Company's Board of Directors adopted a Stockholder Rights
Plan ("Plan") in which preferred stock purchase rights were distributed as a
dividend at the rate of one preferred share purchase right (a "Right") for each
outstanding share of common stock held by stockholders of record on July 21,
1997. The Rights are designed to guard against partial tender offers and other
abusive tactics that might be used in an attempt to gain control of the Company
or to deprive stockholders of their interest in the long-term value of the
Company. The Rights will be exercisable only if a person or group acquires 15%
or more of the Company's common stock (subject to certain exceptions stated in
the Plan) or announces a tender offer, the consummation of which would result in
ownership by a person or group of 15% or more of the Company's common stock. The
Rights will expire on July 20, 2007.

Dividends: The Company does not intend to declare dividends in the
foreseeable future. The Company's ability to pay or declare dividends is
restricted by the terms of certain of its credit facilities.

NOTE 15 -- SHARE REPURCHASES

On May 31, 2000, the Company's Board of Directors authorized a stock
repurchase program to purchase up to $7,500,000 of the Company's Common Stock.
As of December 31, 2001, 1,200,254 shares had been repurchased under the program
for an aggregate amount of $5.3 million.

NOTE 16 -- INCOME TAXES

The following table presents the current and deferred provision for federal
and state income taxes for the years ended December 31, 2001, 2000 and 1999:

2001 2000 1999
------ ------- ------
(IN THOUSANDS)

Current:
Federal................................................. $ 256 $(2,020) $2,318
State................................................... 288 (177) 1,228
------ ------- ------
Total........................................... 544 (2,197) 3,546
------ ------- ------
Deferred:
Federal................................................. 2,105 5,151 3,267
State................................................... 412 1,182 133
------ ------- ------
Total........................................... 2,517 6,333 3,400
------ ------- ------
Combined Total.................................. $3,061 $ 4,136 $6,946
====== ======= ======

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The provision for income taxes differs from the amount that would result
from applying the federal statutory rate as follows for the years ended December
31, 2001, 2000 and 1999:

2001 2000 1999
---- ---- ----

Statutory regular federal income tax rate (benefit)......... 34% 34% 34%
State taxes (net of federal benefit)........................ 6 6 6
Other....................................................... 1 1 1
-- -- --
41% 41% 41%
== == ==

The components of the deferred income tax asset or (liability) as of
December 31, 2001 and 2000 are as follows:

2001 2000
-------- --------
(IN THOUSANDS)

Property and equipment...................................... $ 2,087 $ 1,617
Unrealized gain (loss) in credit enhancement assets......... (725) 991
Accrued liabilities......................................... 730 769
Capitalized costs........................................... (1,073) (1,034)
Allowance for credit losses................................. 524 494
Gain on sale of Contracts................................... (33,736) (20,000)
Net operating losses........................................ 12,855 2,477
Credit carryover............................................ 223 18
State taxes................................................. 1,213 999
-------- --------
$(17,902) $(13,669)
======== ========

As of December 31, 2001, the Company had net operating loss carryforwards
for federal and state purposes of approximately $32.0 million and $28.5 million,
respectively. These carryforwards will begin to expire in 2020 and 2010 for
federal and state taxes respectively.

Pursuant to sections 382 and 383 of the Internal Revenue Code, the
utilization of net operating loss and tax credit carryforwards may be subject to
substantial limitations if ownership changes occur.

NOTE 17 -- WARRANTS

At December 31, 2001, the Company had the following warrants outstanding to
purchase shares of common stock:

BALANCE NET BALANCE NET BALANCE
OUTSTANDING AT REDUCTIONS TO OUTSTANDING AT REDUCTIONS TO OUTSTANDING AT
EXERCISE DECEMBER 31, OUTSTANDING DECEMBER 31, OUTSTANDING DECEMBER 31,
PRICE 1999 WARRANTS 2000 WARRANTS 2001
-------- -------------- ------------- -------------- ------------- --------------

Warrants............. $ 0.03 1,636 0 1,636 1,636 0
Warrants............. $ 0.51 84,311 0 84,311 84,311 0
Warrants............. $11.50 16,332 0 16,332 16,332 0
Warrants............. $17.15 3,791 0 3,791 0 3,791
Warrants............. $ 8.88 180,529 0 180,529 0 180,529
------- -- ------- ------- -------
Total...... 286,599 0 286,599 102,279 184,320
======= == ======= ======= =======

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 2001, all the Company's warrants outstanding to purchase
shares of common stock were exercisable.

During 2001, 17,968 warrants expired, and 84,311 warrants were exercised.
No warrants were exercised during 2000.

NOTE 18 -- NET INCOME PER SHARE

In accordance with Statement of Financial Accounting Standards No. 128, the
following is an illustration of the dilutive effect of the Company's potential
common stock on net income per share.

YEAR ENDED DECEMBER 31,
---------------------------
2001 2000 1999
------- ------- -------
(IN THOUSANDS, EXCEPT NET
INCOME PER SHARE)

Net income................................................. $4,410 $5,835 $9,792
------ ------ ------
Weighted average shares outstanding........................ 5,026 5,657 6,174
Net effect of dilutive stock options/warrants.............. 206 154 340
------ ------ ------
Fully diluted weighted average shares outstanding.......... 5,232 5,811 6,514
====== ====== ======
Net income per share....................................... $ 0.88 $ 1.03 $ 1.59
====== ====== ======
Net income per share assuming full dilution................ $ 0.84 $ 1.00 $ 1.50
====== ====== ======

As of December 31, 2001, 2000 and 1999, 2.4 million, 1.5 million and 310.3
thousand of combined options and warrants, respectively, were not included in
the calculation of full dilution, as they were antidilutive.

NOTE 19 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments have been determined by
the Company, using available market information and appropriate valuation
methodologies. However, considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value. Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
that the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

Cash and Cash Equivalents: The carrying amount approximates fair value
because of the short maturity of those investments.

Warehouse Borrowings, Residual and Excess Service Lines: The fair value of
the Company's debt is estimated based upon the quoted market prices for the same
or similar issues or on the current rates offered to the Company for debt of the
same remaining maturities and characteristics.

Contracts Held for Sale: The fair value of Contracts held for sale is
based on the estimated proceeds expected on securitization of the Contracts held
for sale.

Credit Enhancement Assets: The carrying amount is accounted for at an
estimated fair value which is calculated by discounting the excess spread using
a current market discount rate.

Hedging. The fair value of the Company's outstanding forward agreements
are estimated based on current rates offered to the Company for forward
agreements with similar terms and conditions.

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated fair values of the Company's financial instruments are as
follows at December 31:

2001 2000
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------
(IN MILLIONS)

Cash and cash equivalents...................... $ 1.1 $ 1.1 $ 3.1 $ 3.1
Contracts held for sale........................ $ 195.3 $ 203.3 $ 173.8 $ 179.6
Credit enhancement assets...................... $ 184.3 $ 184.3 $ 146.0 $ 146.0
Warehouse borrowings........................... $(190.0) $(190.0) $(172.5) $(172.5)
Excess service and residual lines.............. $ (68.4) $ (68.4) $ (41.1) $ (41.1)
Hedging Forward agreements..................... $ (0.4) $ 0.4 $ 0 $ (1.4)

NOTE 20 -- RELATED PARTY TRANSACTIONS

The Company has a note receivable from a certain officer and shareholder in
the amount of $175,000. Principal and accrued interest under the terms of the
note are due on December 20, 2004.

NOTE 21 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED
-----------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

2001
Interest income................................. $5,637 $8,831 $9,401 $7,974
Interest expense................................ 4,186 2,899 1,943 1,222
Net interest income............................. 1,451 5,932 7,458 6,752
Provision for credit losses..................... 334 130 502 114
Income before income taxes...................... 1,513 3,118 2,241 599
Income taxes.................................... 628 1,294 899 240
Net income...................................... 885 1,824 1,342 359
Net income per common share (Basic)............. $ 0.18 $ 0.37 $ 0.27 $ 0.07
Net income per common share (Diluted)........... $ 0.17 $ 0.35 $ 0.25 $ 0.07
2000
Interest income................................. $8,898 $4,438 $3,098 $6,612
Interest expense................................ 4,940 3,347 2,814 3,660
Net interest income............................. 3,958 1,091 284 2,952
Provision for credit losses..................... 434 285 (73) 344
Income before income taxes...................... 2,859 2,674 2,924 1,513
Income taxes.................................... 1,186 1,110 1,213 626
Net income...................................... 1,673 1,564 1,711 887
Net income per common share (Basic)............. $ 0.27 $ 0.26 $ 0.32 $ 0.17
Net income per common share (Diluted)........... $ 0.26 $ 0.25 $ 0.32 $ 0.17

ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 22 -- SUBSEQUENT EVENTS (UNAUDITED)

In the first quarter of 2002, the Company securitized Contracts in the
amount of $375.0 million. The Company also completed its second residual
interest securitization for the purpose of providing additional borrowing
capacity under its existing Residual Lines. The proceeds of this transaction
were approximately $75.0 million. Additionally, the Company has gone effective
with a registration statement for the public sale of renewable unsecured
subordinated notes of up to $50.0 million. The proceeds of this transaction are
expected to be received over a period of several months, and will be used to
fund ongoing operations; through March 28th, the Company has received
approximately $1.0 million from the sale of these subordinated notes.

INDEX TO EXHIBITS

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------

3.1 Certificate of Incorporation of the Company(1)..............
3.2 Bylaws of the Company(1)....................................
10.1 through 11.114 Omitted
10.115 Second Amended and Restated Triple-A One Credit Agreement,
dated November 30, 2001 among Onyx Acceptance Financial
Corporation, Triple-A One Funding Corporation, CapMac
Financial Services, Inc., and Capital Markets Assurance
Corporation.*
10.116 Second Amended and Restated Subordinated Security Agreement
dated as of November 30, 2001 between Onyx Acceptance
Financial Corporation and Onyx Acceptance Corporation.*
10.117 Second Amended and Restated Triple-A One Security Agreement
dated as of November 30, 2001 among Onyx Acceptance
Financial Corporation, Onyx Acceptance Corporation, Triple-A
One Funding Corporation and Capital Markets Assurance
Corporation.*
10.118 Second Amended and Restated Sale and Servicing Agreement
dated as of November 30, 2001 between Onyx Acceptance
Financial Corporation and Onyx Acceptance Corporation.*
10.119 Second Amended and Restated Definitions List dated as of
November 30, 2001 among Onyx Acceptance Corporation, Onyx
Acceptance Financial Corporation, MBIA Insurance
Corporation, Capital Markets Assurance Corporation and
CapMac Financial Services, Inc.*
21.1 Subsidiaries of the Registrant*.............................
23.1 Consent of Independent Accountants*.........................

---------------

* Filed herewith.

(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 333-00680).