10-K 1 a10k2004a.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ Form 10-K _________________ (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, 2004 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-83626 Onyx Acceptance Owner Trust 2004-A (Exact name of Registrant as specified in its charter) Delaware 33-0639768 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Onyx Acceptance Financial 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: None 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] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No |X| DOCUMENTS INCORPORATED BY REFERENCE 8-Ks described herein under Item 15(b) of this annual Report on Form 10-K. =============================================================================== ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART-I Page Item 1. Business.....................................................2 Item 2. Properties...................................................2 Item 3. Legal Proceedings............................................3 Item 4. Submission of Matters to a Vote of Security Holders..........3 PART-II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters: Price Range of Common Stock.........................3 Item 6. Selected Financial Data......................................3 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................3 Item 7A.Quantitative and Qualitative Disclosures about Market Risk...3 Item 8. Financial Statements and Supplementary Data..................3 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................................4 Item 9A.Controls and Procedures......................................4 PART-III Item 10.Directors and Executive Officers of the Registrant...........4 Item 11.Executive Compensation.......................................4 Item 12.Security Ownership of Certain Beneficial Owners and Management 1 Item 13.Certain Relationships and Related Transactions...............4 Item 14.Principal Accountant Fees and Services.......................4 PART-IV Item 15.Exhibits and Reports on Form 8-K.............................5 PART I Item 1. Business Omitted. Item 2. Properties The property of the Trust includes the Contracts purchased by Onyx pursuant to dealer agreements, from automobile dealerships with which Onyx has relationships and, in general, all payments due under the Contracts on or after the Cut-Off Dates. Immediately upon acquisition, the Contracts were sold by Onyx to Finco pursuant to a Second Amended and Restated Sale and Servicing Agreement dated November 30, 2001 (the "Purchase Agreement"). The Contracts were then sold by Finco to the Trust pursuant to a Sale and Servicing Agreement dated February 1, 2004. The property of the Trust also includes (i) certain documents relating to the Contracts, (ii) certain monies due under the Contracts on and after the Cut-Off Dates, (iii) security interests in the Financed Vehicles and the right to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the obligor under each related Contract and the right to proceeds under a certain blanket insurance policy maintained by Onyx, (iv) all amounts on deposit in the collection account including all eligible investments credited thereto, (v) the benefits of an irrevocable principal/interest financial guaranty insurance policy issued by MBIA Insuarance Corporation, (vi) the rights of Finco to cause Onyx to repurchase certain contracts under certain circumstances, and (vii) all proceeds of the foregoing. The Contracts were purchased by Onyx in the normal course of business in accordance with Onyx's underwriting standards, which emphasize the obligor's ability to pay and creditworthiness, as well as the asset value of the Financed Vehicle. As of December 31, 2004, the pool consisted of the following number of Contracts with the following delinquency characteristics: Dollars(2) Number Percentage(1) Contracts Outstanding............................................................. $ 296,696,916 23,468 Delinquencies(3) 30 - 59 days..................................................... 2,105,587 254 0.71% 60+ days.......................................................................... 2,653,376 286 0.89% (1) As a percent of dollar amount of contracts outstanding. (2) Delinquencies include principal amounts only. (3) The period of delinquency is based on the number of days payments are contractually past due.
Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders None. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters: Price Range of Common Stock The holder of record of all offered Notes as of March 30, 2005, was Cede & Co., the nominee of the Depository Trust Company. There is no established public trading market for the securities. Item 6. Selected Financial Data Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Omitted. Item 8. Financial Statements and Supplementary Data Omitted. Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A.Controls and Procedures Omitted. PART III Item 10. Directors and Executive Officers of the Registrant Omitted. Item 11. Executive Compensation Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management Omitted. Item 13. Certain Relationships and Related Transactions Omitted. Item 14. Principal Accountant Fees and Serivces Omitted PART IV Item 15. Exhibits and Reports on Form 8-K (a) The following documents are filed as part of this Report: Exhibit Number Description 31.1 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 99.1 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards 99.2 Report of Independent Accountants b) Reports on Form 8-K The following reports on Form 8-K were filed on behalf of the Onyx Acceptance Owner Trust 2004-A during the last quarter of the period covered by this report. o Form 8-K filed November 26, 2004. Item 5 providing the Distribution Date Statement for Distribution Date of November 15, 2004 and collection period ending October 31, 2004. o Form 8-K filed December 20, 2004. Item 5 providing the Distribution Date Statement for Distribution Date of December 15, 2004 and collection period ending November 30, 2004. o Form 8-K filed January 27, 2005. Item 5 providing the Distribution Date Statement for Distribution Date of January 18, 2005 and collection period ending December 31, 2004. 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 OWNER TRUST 2004-A By: ONYX ACCEPTANCE CORPORATION, as Servicer and Administrator By: /s/ DON DUFFY Don Duffy Chief Financial Officer Dated: March 30, 2005 INDEX TO EXHIBITS 31.1 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 99.1 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards 99.2 Report of Independent Accountants