<PAGE>   1
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 10-Q

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


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ______________ TO ______________


                          COMMISSION FILE NUMBER: 28050

                           ONYX ACCEPTANCE CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               33-0577635
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)

                           Onyx Acceptance Corporation
                            27051 Towne Centre Drive
                            Foothill Ranch, CA 92610
                                 (949) 465-3900
          (Address and telephone number of principal executive offices)

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

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES [X] NO [ ]

        As of August 14, 2000, there were 5,264,777 shares of registrant's
Common Stock, par value $.01 per share outstanding.

================================================================================

<PAGE>   2

                           ONYX ACCEPTANCE CORPORATION

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q

                                                                            PAGE
                                                                            ----
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Statements of Financial Condition at
        June 30, 2000 and December 31, 1999................................   3

        Condensed Consolidated Statements of Income for the three and
        six months ended June 30, 2000 and June 30, 1999...................   4

        Consolidated Statement of Stockholders' Equity at June 30, 2000....   5

        Condensed Consolidated Statements of Cash Flows for the six
        months ended June 30, 2000 and June 30, 1999.......................   6

        Notes to Condensed Consolidated Financial Statements...............   7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations..........................................   9

Item 3. Quantitative and Qualitative Disclosures about Market Risk.........  17

PART II. OTHER INFORMATION

Item 1. Legal Proceedings..................................................  17

Item 4. Submission of Matters to a Vote of Security Holders................  18

Item 5. Other Information..................................................  19

Item 6. Exhibits and Reports on Form 8-K...................................  25

SIGNATURES.................................................................  26

EXHIBIT INDEX..............................................................  27


                                       2

<PAGE>   3


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  [UNAUDITED]

<TABLE>
<CAPTION>
                                                                  JUNE 30,        DECEMBER 31,
                                                                   2000              1999
                                                                -----------       -----------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                                              <C>               <C>
                          ASSETS

Cash and cash equivalents                                        $  11,064         $   5,190
Credit enhancement assets                                          121,065           142,884
Contracts held for sale (Net of allowance)                         235,501           229,992
Other assets                                                        12,988            15,769
                                                                 ---------         ---------
           Total assets                                          $ 380,618         $ 393,835
                                                                 =========         =========

                        LIABILITIES

Accounts payable                                                 $  22,892         $  21,067
Debt                                                               285,866           298,167
Other liabilities                                                   19,592            21,493
                                                                 ---------         ---------
          Total liabilities                                        328,350           340,727

                          EQUITY

Common stock
  Par value $.01 per share; authorized 15,000,000 shares;
    issued and outstanding 5,298,777 as of June 30, 2000
    and 6,177,804 as of December 31, 1999                               53                62
Paid in capital                                                     33,765            37,892
Retained earnings                                                   18,952            15,715
Accumulated other comprehensive loss, net of tax                      (502)             (561)
                                                                 ---------         ---------
           Total equity                                             52,268            53,108
                                                                 ---------         ---------
           Total liabilities and equity                          $ 380,618         $ 393,835
                                                                 =========         =========
</TABLE>

See the accompanying notes to the condensed consolidated financial statements.

                                       3

<PAGE>   4

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED               SIX MONTHS ENDED
                                                      JUNE 30,                        JUNE 30,
                                             --------------------------      --------------------------
                                                2000            1999            2000            1999
                                             ----------      ----------      ----------      ----------
                                                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                     (UNAUDITED)                    (UNAUDITED)
<S>                                          <C>             <C>             <C>             <C>
REVENUES:
Interest income                              $    4,438      $    6,723      $   13,336      $   12,489
Interest expense                                  4,412           4,331          10,798           8,566
                                             ----------      ----------      ----------      ----------
Net interest income                                  26           2,392           2,538           3,923

Gain on sale of contracts                        13,989          14,470          26,745          26,797
Service fee income                               10,278           5,811          18,958          11,521
                                             ----------      ----------      ----------      ----------
Total Revenues                                   24,293          22,673          48,241          42,241

EXPENSES:
    Provision for credit losses                     285             249             718             749

OPERATING EXPENSES:
    Salaries and benefits                        12,568           9,993          24,071          19,241
    Systems and servicing                         1,488             927           3,063           1,750
    Telephone and data lines                      1,508           1,819           3,155           3,007
    Depreciation                                  1,019             847           2,021           1,557
    General and administrative expenses           4,751           4,738           9,679           8,123
                                             ----------      ----------      ----------      ----------
Total Operating Expenses                         21,334          18,324          41,989          33,678
                                             ----------      ----------      ----------      ----------
Total Expenses                                   21,619          18,573          42,707          34,427
                                             ----------      ----------      ----------      ----------
    Income before Income Taxes                    2,674           4,100           5,534           7,814
    Income Taxes                                  1,109           1,701           2,297           3,243
                                             ----------      ----------      ----------      ----------
Net Income                                   $    1,565      $    2,399      $    3,237      $    4,571
                                             ==========      ==========      ==========      ==========

Net Income per share -- Basic                $     0.26      $     0.39      $     0.53      $     0.74
Net Income per share -- Diluted              $     0.25      $     0.37      $     0.51      $     0.71

Basic Shares Outstanding                      6,072,656       6,171,034       6,126,289       6,171,034
Diluted Shares Outstanding                    6,224,764       6,512,022       6,287,141       6,463,234
</TABLE>


See the accompanying notes to the condensed consolidated financial statements.

                                       4

<PAGE>   5

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In Thousands)
                                  [UNAUDITED]

<TABLE>
<CAPTION>
                                                                                                ACCUMULATED
                                                                     ADDITIONAL                COMPREHENSIVE
                                                           COMMON     PAID-IN       RETAINED     LOSS NET
                                                SHARES     STOCK      CAPITAL       EARNINGS      OF TAX          TOTAL
                                                ------     ------   -----------     --------   --------------   ---------
<S>                                             <C>         <C>       <C>           <C>            <C>           <C>
 BALANCE, DECEMBER 31, 1999                     6,178       $62       $37,892       $15,715        $(561)        $53,108
 Stock issued from stock option plan               12                       6                                          6
 Stock repurchased and retired                   (891)       (9)       (4,133)                                    (4,142)
 Comprehensive income:
 Unrealized gains in securitized assets,
   net of tax of $42                                                                                  59              59
 Net Income                                                                           3,237                        3,237
                                                                                    -------        -----         -------
 Total comprehensive income                                                           3,237           59           3,296
                                                                                    -------        -----         -------
 BALANCE, JUNE 30, 2000                         5,299       $53       $33,765       $18,952        $(502)        $52,268
                                                =====       ===       =======       =======        =====         =======
</TABLE>

See the accompanying notes to the condensed consolidated financial statements.


                                       5

<PAGE>   6

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                          SIX MONTHS ENDED JUNE 30,
                                                         --------------------------
                                                           2000             1999
                                                         ---------       ----------
                                                          (DOLLARS IN THOUSANDS)
                                                               (UNAUDITED)
<S>                                                      <C>             <C>
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities      $  25,824       $ (45,051)

INVESTING ACTIVITIES:
     Purchases of property and equipment                    (2,716)         (3,640)

FINANCING ACTIVITIES:
     Proceeds from exercise of  employee options                 6              --
     Repurchase of common stock                             (4,142)             --
     Payments on capital lease obligations                    (116)           (193)
     Payments on residual  lines of credit                 (46,054)        (20,308)
     Proceeds from drawdown on residual
       lines of credit                                      19,000          24,257
     Paydown of warehouse lines related to
       securitizations                                    (746,489)       (639,000)
     Proceeds from warehouse lines                         750,215         688,233
     Proceeds from issuance of subordinated debt            11,518              --
     Principal payments on subordinated debt                  (973)             --
     Proceeds on other loans                                    --           1,040
     Payments on other loans                                  (199)            (76)
                                                         ---------       ---------
Net cash provided by (used in) financing activities        (17,234)         53,953
                                                         ---------       ---------
              Increase in cash and cash equivalents          5,874           5,262
Cash and cash equivalents at beginning of period             5,190           1,929
                                                         ---------       ---------
Cash and cash equivalents at end of period               $  11,064       $   7,191
                                                         =========       =========
</TABLE>

See the accompanying notes to the condensed consolidated financial statements.

                                       6

<PAGE>   7

                  ONYX ACCEPTANCE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1

        BASIS OF PRESENTATION

        The condensed consolidated financial statements included herein are
unaudited and have been prepared by the Company in accordance with generally
accepted accounting principles for interim financial reporting and Securities
and Exchange Commission regulations. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the regulations. In the opinion of management, the financial
statements reflect all adjustments (of a normal and recurring nature) which are
necessary to present fairly the financial position, results of operations and
cash flows for the interim period. Operating results for the three and six
months ended June 30, 2000 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2000. The condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and footnotes thereto for the year ended December 31, 1999
included in the Company's 1999 Annual Report on Form 10-K, and the 10-Q for the
quarter ended March 31, 2000.

        USE OF ESTIMATES

        In conformity with generally accepted accounting principles, management
utilizes assumptions and estimates that affect the reported values of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses for
each reporting period. The more significant estimates made in the preparation of
the Company's consolidated financial statements relates to the credit
enhancement assets and the gain on sale of motor vehicle retail installment
sales and loan contracts ("Contracts"). Such assumptions include, but are not
limited to, estimates of loan prepayments, defaults, recovery rates and present
value discount rates. The Company uses a combination of its own historical
experience and expectation of future performance to determine such estimates.
Actual results may differ from the Company's estimates due to numerous factors
both within and beyond the control of Company management. Changes in these
factors could require the Company to revise its assumptions concerning the
amount of voluntary prepayments, the frequency and or severity of defaults and
the recovery rates associated with the disposition of repossessed vehicles.

NOTE 2 - CONTRACTS HELD FOR SALE

        Contracts held for sale consisted of the following:

                                                 JUNE 30,        DECEMBER 31,
                                                   2000             1999
                                                 --------        -----------
                                                       (IN THOUSANDS)
Gross contracts held for sale                    $243,478         $235,694
Less unearned interest                             (6,865)          (6,219)
                                                 --------         --------
Contracts held for sale                           236,613          229,475
Allowance for credit losses                        (1,489)          (1,453)
Dealer participation                                  377            1,970
                                                 --------         --------
Total                                            $235,501         $229,992
                                                 ========         ========

NOTE 3 -- CREDIT ENHANCEMENT ASSETS

        In June 1996, the FASB issued Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." ("SFAS 125"). SFAS 125 requires that
following a sale or 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.


                                       7
<PAGE>   8
        Credit enhancement assets consisted of the following:

                                           JUNE 30,      DECEMBER 31,
                                             2000           1999
                                           --------      -----------
                                               (IN THOUSANDS)
        Trust receivable                   $  8,472       $  5,713
        RISA                                112,593        137,171
                                           --------       --------
                   Total                   $121,065       $142,884
                                           ========       ========

        Retained interest in securitized assets ("RISA") capitalized upon
securitization of Contracts represent the present value of the estimated future
earnings to be received by the Company from the excess spread created in
securitization transactions. Excess spread is calculated by taking the
difference between the coupon rate of the Contracts sold and the weighted
average certificate rate paid to the investors less contractually specified
servicing and guarantor fees and projected credit losses, after giving effect to
estimated prepayments.

        Prepayment and credit loss assumptions are utilized to project future
earnings and are based on historical experience. Credit losses are estimated
using cumulative loss frequency and severity estimates by management. All
assumptions are evaluated each quarter and adjusted, if appropriate, to reflect
the actual performance of the underlying Contracts.

        Future earnings are discounted at a rate management believes to be
representative of market at the time of securitization. The balance of RISA is
amortized against actual excess spread income earned on a monthly basis over the
expected repayment life of the underlying Contracts. RISA is classified in a
manner similar to available for sale securities and as such is marked to market
each quarter. Market value changes are calculated by discounting the remaining
projected excess spread using a current market discount rate. Any changes in the
market value of the RISA are reported as a separate component of stockholders'
equity as an unrealized gain or loss, net of deferred taxes. As of June 30, 2000
the market value of RISA was approximately $850,000 lower than cost. As of
December 31, 1999 the market value of RISA was approximately $1.0 million lower
than cost. A portion of this change is attributable to the securitization of the
residual cash flows from 15 of the Company's currently outstanding
securitizations which was completed in the first quarter of 2000. The Company
retains the rights to service all Contracts it securitizes.

        The following table presents the balances and activity for RISA:

                                                      JUNE 30,    DECEMBER 31,
                                                       2000          1999
                                                     ---------    -----------
                                                         (IN THOUSANDS)
        Beginning Balance                            $ 137,171     $ 109,241
        Additions                                       58,262       101,586
        Amortization                                   (33,018)      (72,704)
        Sale of RISA                                   (49,924)           --
        Change in unrealized gain (loss) on
          securities available for sale                    102          (952)
                                                     ---------     ---------
        Ending Balance                               $ 112,593     $ 137,171
                                                     =========     =========

        In initially valuing the RISA, the Company establishes an off balance
sheet allowance for expected future 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 retained
interest earnings to be received from securitizations. Estimated future
undiscounted RISA earnings are calculated by taking the difference between the
coupon rate of the Contracts sold and the weighted average certificate rate paid
to the investors, less the contractually specified servicing fee of 1.0% and
financial insurance fees, after giving effect to estimated prepayments and
assuming no losses. To arrive at the RISA, this amount is reduced by the off
balance sheet allowance established for potential future losses and by
discounting to present value at the current market discount rates.

<TABLE>
<CAPTION>
                                                              JUNE 30,     DECEMBER 31,
                                                                2000           1999
                                                             ----------    -----------
                                                                  (IN THOUSANDS)
<S>                                                          <C>         <C>
        Estimated net undiscounted RISA earnings             $  236,276    $  246,234
        Off balance sheet allowance for losses                  (97,310)      (83,891)
        Discount to present value                               (26,373)      (25,172)
                                                             ----------    ----------
        Retained interest in securitized assets              $  112,593    $  137,171
                                                             ==========    ==========
        Outstanding balance of contracts sold through
          securitizations                                    $2,258,751    $1,897,242
</TABLE>

                                       8
<PAGE>   9

NOTE 4 - NET INCOME PER SHARE

        The following table sets forth the computation of basic and diluted net
income per share ("EPS"):

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                                              JUNE 30,                JUNE 30,
                                                         ------------------      ------------------
                                                          2000        1999        2000        1999
                                                         ------      ------      ------      ------
                                                             (IN THOUSANDS, EXCEPT $ PER SHARE)
<S>                                                      <C>         <C>         <C>         <C>
        Net Income                                       $1,565      $2,399      $3,237      $4,571
                                                         ======      ======      ======      ======

        Weighted average shares outstanding               6,073       6,171       6,126       6,171
        Net effect of dilutive stock
          options/warrants                                  152         341         161         292
                                                         ------      ------      ------      ------
        Diluted weighted average shares outstanding       6,225       6,512       6,287       6,463
                                                         ======      ======      ======      ======
        Net income per share:

        Basic EPS                                        $ 0.26      $ 0.39      $ 0.53      $ 0.74
                                                         ======      ======      ======      ======
        Diluted EPS                                      $ 0.25      $ 0.37      $ 0.51      $ 0.71
                                                         ======      ======      ======      ======
</TABLE>

NOTE 5 - NEW PRONOUNCEMENTS

        In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), as amended by SFAS 138. SFAS 133 establishes
accounting and reporting standards for derivative contracts, and for hedging
activities. The new standard requires that all derivatives be recognized as
either assets or liabilities in the consolidated statements of financial
condition and that those instruments be measured at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedging
instrument. The accounting for changes in the fair value of a derivative (that
is, unrealized gains and losses) depends on the intended use of the derivative
and the resulting designation. The statement is effective in the first quarter
of year 2001. The Company is presently assessing the effect of SFAS 133 on the
consolidated financial statements of the Company.

NOTE 6 - CONTINGENCIES

        The Company is party to various legal proceedings similar to actions
brought against other companies in the motor vehicle finance industry, which are
or may or may not be covered under insurance policies it holds. The Company
vigorously defends such proceedings; however, there is no assurance as to the
results. Based upon information presently available, the Company believes that
the final outcome of all such proceedings should not have a material adverse
effect upon the Company's results of operations, cash flows or financial
condition.

NOTE 7 - 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 August 14, 2000, 924,981 shares had been repurchased under the program
for an aggregate amount of $4.3 million.

NOTE 8 - SUBSEQUENT EVENTS

        In the third quarter of 2000, the Company completed a securitization
totaling $440.0 million. In addition, the Company purchased an additional 34,000
shares of its common stock at prevailing market prices, through the open market
or unsolicited negotiated transactions, in connection with its stock repurchase
program authorized by the Board of Directors in May 2000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

                                    OVERVIEW

        Onyx Acceptance Corporation ("Onyx" or the "Company") is a specialized
consumer finance company engaged in the purchase, securitization and servicing
of Contracts originated by franchised and select independent automobile
dealerships. The Company focuses its efforts on acquiring Contracts
collateralized by late model used and, to a lesser extent, new motor vehicles,
entered into with purchasers whom the Company believes have an acceptable credit
profile.

        The Company generates revenues primarily through the purchase,
origination, warehousing, subsequent securitization and ongoing servicing of
Contracts. The Company earns net interest income on Contracts held during the
warehousing period. Upon the securitization and sale of Contracts, the Company
recognizes a gain on sale of Contracts, receives future excess cash flows
generated by owner and grantor trusts, and earns fees from servicing the
securitized Contracts.


                                       9


<PAGE>   10

                              RESULTS OF OPERATIONS

        Prior to securitizing Contracts, the Company earns interest income on
its Contracts, pays interest on funds used to purchase the Contracts and absorbs
any credit losses. After securitization, the net earnings are recorded as
retained interest income as a component of servicing income.

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. To arrive at net interest income, the
Company also deducts the interest charges associated with non-warehouse
borrowings, including interest expense incurred on subordinated debt, residual
and excess servicing lines, capital lease obligations, and other miscellaneous
long term borrowings. As these non-warehouse borrowings continue to increase,
they will reduce the net interest income realized on the contracts held for sale
during the period.

        Net interest income totaled approximately $26,000 for the three month
period ended June 30, 2000 compared to $2.4 million for the same period in 1999.
The reduction in net interest income was primarily due to the prefunded
structure of the securitization executed during the second quarter 2000. A
prefunded securitization reduces the time period that the Contracts are held for
sale, and as a result, reduces the interest income earned on the related
Contracts. For the six months ended June 30, 2000, net interest income was $2.5
million, compared to $3.9 million for the same period in 1999.

GAIN ON SALE OF CONTRACTS

        The Company recorded a gain on sale of Contracts of $14.0 million for
the three months ended June 30, 2000 and 1999. For the six months ended June 30,
2000, the Company recorded a gain on sale of $26.7 million compared to a gain on
sale of $26.8 million for the same period in 1999. Contracts sold during the
three and six month periods of 2000 totaled $430.0 million and $880.0 million
respectively, compared to contracts sold of $350.0 million and $660.0 million
for the same periods in 1999. The reduction in the gain as a percentage of the
Contracts securitized was attributable to a combined decrease in net interest
rate spreads and an increase in loss assumptions during the second quarter from
2.30% to 2.55%. Net interest rate spreads, inclusive of all costs, decreased to
2.67% and 2.64% for the first and second quarter 2000 securitizations vs. 3.44%
and 3.54% for the securitizations completed in the first and second quarters of
1999. The net interest rate spread is the difference between the weighted
average Contract rate of the securitized assets, and the weighted average
investor rate inclusive of all costs related to the sale. Interest rate spread
is affected by product mix, general market conditions and overall market
interest rates. During the first quarter of 2000, the Company securitized the
residual cash flows from 15 of its currently 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. The risks inherent in interest rate fluctuations
are partially reduced through hedging activities. To protect against changes in
interest rates, the Company hedges Contracts prior to their securitization with
forward interest rate swap agreements. Gains or losses on these forward interest
rate swap agreements are included as part of the basis of the underlying
Contracts and recognized when the Contracts are securitized.

SERVICE FEE INCOME

        Service fee income includes retained interest income, contractual
servicing income and other fee income. Retained interest income represents
excess spread earned on securitized Contracts less any losses not absorbed by
the off balance sheet allowance for losses. Retained interest income is
dependent upon the average excess spread on the securitized Contracts and the
size of the serviced portfolio. Changes in the amount of prepayments and credit
losses may also affect the amount and timing of retained interest income.
Contractual service fee income is earned at a rate of 1% per annum on the
outstanding balance of Contracts securitized. Other fee income consists
primarily of documentation fees, late charges and deferment fees and is
dependent on the number of Contracts originated and the size of the servicing
portfolio. Increased competition may also affect the amount of other fee income
that the Company may earn when originating or servicing Contracts.

        Service fee income increased to $10.3 million and $19.0 million for the
three and six month periods ended June 30, 2000, compared to $5.8 million and
$11.5 million for the three and six month periods ended June 30, 1999. This
increase is due primarily to higher amounts of contractual service fees, late
fees and document fees as a result of the growth of the servicing portfolio.


                                       10


<PAGE>   11

PROVISION FOR CREDIT LOSSES

        The Company maintains an allowance for credit losses to cover
anticipated losses for Contracts held for sale. The allowance for credit losses
is increased by adjusting the provision for credit losses to cover additional
Contracts originated and increases in loss estimates and decreased by actual
losses on the Contracts held for sale or by the reduction of the amount of
Contracts held for sale. The level of the allowance is based principally on the
outstanding balance of Contracts held for sale and the historical loss trends
for the period of time the Contracts are held before being sold in a
securitization. When the Company sells Contracts in a securitization
transaction, it reduces its allowance for credit losses and factors potential
losses into its calculation of gain on sale. The Company believes that the
allowance for credit losses is currently adequate to absorb potential losses.
The provision for credit losses totaled $285,000 and $718,000 for the three and
six months ended June 30, 2000, compared to $249,000 and $749,000 for the same
periods in 1999. Provision for credit losses consists of net credit losses
incurred during the warehousing period plus future provision for losses reserved
against the net changes in Contracts held for sale during the period. Net credit
losses accounted for $390,000 and $685,000 during the three months and six
months ended June 30, 2000, compared to $174,000 and $486,000 for the same
periods in 1999. Future provisions totaled ($105,000) and $33,000 for the three
and six month periods ended June 30, 2000, compared to $75,000 and $263,000 for
the same periods in 1999.

OPERATING EXPENSES

        Total operating expenses were $21.3 million for the three months ended
June 30, 2000 compared to $18.3 million for the same period in 1999. The
increase in total operating expenses is primarily attributable to an increase in
the average servicing portfolio for the periods. The average servicing portfolio
increased to $2.4 billion for the three months ended June 30, 2000 from $1.6
billion for the same period in 1999, an increase of approximately 50%. Total
operating expenses for the six month period ended June 30, 2000 were $42.0
million compared to $33.7 million for the same period in 1999.

        The Company incurred salary and benefit expenses of $12.6 million and
$24.1 million for the three and six months ended June 30, 2000, compared to
$10.0 million and $19.2 million for the same periods in 1999. This increase is
attributable to the incremental staffing requirements related to the expansion
of operations and the growth of the servicing portfolio. The number of employees
at the Company, including temporary staff, increased from 912 at June 30, 1999,
to 1,036 at June 30, 2000.

        System and servicing expenses increased by approximately $561,000 to
$1.5 million for the second quarter of 2000, compared to $927,000 in the second
quarter of 1999, primarily due to the growth of the average servicing portfolio.
For the six months ended June 30, 2000 system and servicing expenses totaled
$3.1 million, compared to $1.8 million for the same period in 1999. Currently,
the Company uses an external service provider for its loan accounting system.
The charges associated with this provider are directly correlated to the number
and balance of Contracts serviced by the Company. The Company has signed a
contract to acquire a loan accounting and collection system, and intends to
bring these processes in-house. As of June 30, 2000, the Company serviced
approximately 248,000 accounts, compared to approximately 169,000 accounts as of
June 30, 1999.

        Telephone and data line charges declined to $1.5 million from $1.8
million for the second quarter of 2000 and 1999 respectively. The decrease was
primarily due to renegotiated contracts for long distance rates with certain
carriers. For the six months ended June 30, 2000 and 1999, telephone and data
line expense was $3.2 million and $3.0 million respectively. Excluding any
additional reduction in long distance rates, the Company expects these charges
to increase relative to the continued growth of the servicing portfolio and the
opening of additional branches.

        Depreciation expenses increased to $1.0 million and $2.0 million for the
three and six months ended June 30, 2000 compared to $847,000 and $1.6 million
for the same periods in 1999, as the Company continued to invest in technology
and infrastructure. General and administrative expenses increased to $4.8
million and $9.7 million for the three and six months ended June 30, 2000
compared to $4.7 million and $8.1 million for the same periods in 1999. Higher
expenses are primarily due to an increase in the number of Contracts serviced
and dollar amount of the servicing portfolio.

INCOME TAXES

        The Company files federal and state tax returns. The effective tax rates
for June 30, 2000 and 1999 were 41.5%.

                                       11


<PAGE>   12

                               FINANCIAL CONDITION

CONTRACTS HELD FOR SALE

        Contracts held for sale totaled $235.5 million at June 30, 2000,
compared to $230.0 million at December 31, 1999. The balance in the held for
sale portfolio is largely dependent upon the timing of the origination and
securitization of Contracts. The Company completed a securitization transaction
of $450.0 million during the second quarter of 2000 compared to a securitization
of $390.0 million during the fourth quarter of 1999. The Company plans to
continue to securitize Contracts on a regular basis.

        The following table illustrates the changes in the Company's Contract
acquisition volume, securitization activity and servicing portfolio during the
past five fiscal quarters:

                    SELECTED QUARTERLY FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                           FOR THE QUARTERS ENDED
                                                       --------------------------------------------------------------
                                                        JUNE 30,     SEPT. 30,    DEC. 31,     MAR. 31,     JUNE 30,
                                                          1999         1999         1999         2000         2000
                                                       ----------   ----------   ----------   ----------   ----------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                                    <C>          <C>          <C>          <C>          <C>
        Contracts purchased/originated during period   $  374,075   $  398,802   $  428,369   $  468,742   $  434,144
        Average monthly volume during period              124,691      132,934      142,790      156,247      144,714
        Gain on sale of Contracts                          14,470       13,723       13,399       12,756       13,989
        Contracts securitized during period               350,000      400,000      390,000      430,000      450,000
        Servicing portfolio at period end               1,729,338    1,924,881    2,133,460    2,344,399    2,500,207
</TABLE>

                                  ASSET QUALITY

        The Company monitors and attempts to minimize delinquencies and losses
through timely collections and the use of a predictive dialing system. At June
30, 2000, delinquencies represented 2.57% of the amount of Contracts in its
servicing portfolio compared to 3.24% at December 31, 1999. Net charge-offs as a
percentage of the average servicing portfolio were 2.23% for the quarter ended
June 30, 2000, compared to 1.71% for the same period in 1999.

        Off balance sheet reserves at June 30, 2000 were 4.31% versus 4.42% at
December 31, 1999. Off balance sheet reserves are those reserves established and
maintained on Contracts sold to the grantor and owner trusts in connection with
securitized Contracts.

                  DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO

<TABLE>
<CAPTION>
                                        JUNE 30, 2000            DECEMBER 31, 1999
                                    ----------------------     ----------------------
                                      AMOUNT          NO.        AMOUNT         NO.
                                    ----------     -------     ----------     -------
                                                  (DOLLARS IN THOUSANDS)
<S>                                 <C>            <C>         <C>            <C>
        Servicing portfolio         $2,500,207     248,006     $2,133,460     209,745
        Delinquencies(1)(2)
              31-59 days            $   37,600       3,933     $   38,376       3,963
              60-89 days                14,097       1,440         16,596       1,671
              90+ days                  12,634       1,216         14,203       1,383
                                    ----------     -------     ----------     -------
        Total                       $   64,331       6,589     $   69,175       7,017
                                    ==========     =======     ==========     =======
        Total delinquencies as a
        percent of Servicing
        portfolio                         2.57%       2.66%          3.24%       3.35%
</TABLE>

------------
(1) Delinquencies include principal amounts only.

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


                                       12

<PAGE>   13

                   LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO

<TABLE>
<CAPTION>
                                           FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                                                     JUNE 30,                     JUNE 30,
                                           -------------------------     -------------------------
                                              2000           1999           2000           1999
                                           ----------     ----------     ----------     ----------
                                                           (DOLLARS IN THOUSANDS)
<S>                                        <C>            <C>            <C>            <C>
Period end Contracts outstanding           $2,500,207     $1,729,338     $2,500,207     $1,729,338
Average servicing portfolio(1)             $2,415,843     $1,629,129     $2,326,900     $1,532,269
Number of gross charge-offs                     2,551          1,555          4,912          2,862
Gross charge-offs                          $   15,895     $    8,062     $   30,950     $   15,102
Net charge-offs(2)                         $   13,439     $    6,954     $   26,491     $   13,175
Annualized net charge-offs as a percent
  of average Servicing portfolio                 2.23%          1.71%          2.28%          1.72%
</TABLE>

------------
(1)  Average is based on daily balances.

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


                                       13

<PAGE>   14

THE FOLLOWING TABLE ILLUSTRATES THE MONTHLY PERFORMANCE OF EACH OF THE
SECURITIZED POOLS OUTSTANDING FOR THE PERIOD FROM THE DATE OF SECURITIZATION
THROUGH JUNE 30, 2000:

<TABLE>
<CAPTION>
Trust: 96-1   96-2   96-3   96-4   97-1   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

<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Month
  1    0.00%  0.01%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%  0.00%
  2    0.03%  0.07%  0.02%  0.02%  0.00%  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%
  3    0.05%  0.20%  0.07%  0.05%  0.03%  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%
  4    0.11%  0.33%  0.16%  0.14%  0.06%  0.07%  0.09%  0.04%  0.08%  0.07%  0.08%  0.04%  0.05%  0.07%  0.06%  0.04%  0.04%
  5    0.23%  0.46%  0.43%  0.24%  0.13%  0.22%  0.13%  0.11%  0.14%  0.14%  0.19%  0.15%  0.11%  0.14%  0.16%  0.09%  0.11%
  6    0.40%  0.78%  0.54%  0.38%  0.26%  0.32%  0.24%  0.20%  0.24%  0.23%  0.33%  0.27%  0.21%  0.27%  0.28%  0.15%
  7    0.69%  0.98%  0.74%  0.53%  0.37%  0.59%  0.36%  0.28%  0.40%  0.37%  0.45%  0.46%  0.35%  0.43%  0.47%  0.24%
  8    0.82%  1.15%  0.97%  0.81%  0.52%  0.80%  0.47%  0.43%  0.53%  0.42%  0.61%  0.57%  0.49%  0.60%  0.64%  0.43%
  9    0.93%  1.39%  1.13%  0.98%  0.60%  0.91%  0.62%  0.55%  0.68%  0.51%  0.82%  0.74%  0.63%  0.85%  0.83%  0.59%
  10   1.15%  1.52%  1.32%  1.18%  0.76%  1.07%  0.73%  0.72%  0.85%  0.70%  0.95%  0.94%  0.81%  1.07%  1.09%
  11   1.25%  1.69%  1.47%  1.43%  0.92%  1.26%  0.81%  0.87%  1.04%  0.85%  1.10%  1.12%  1.04%  1.34%  1.31%
  12   1.47%  1.94%  1.60%  1.63%  1.02%  1.42%  0.94%  0.95%  1.20%  1.01%  1.20%  1.30%  1.29%  1.56%
  13   1.65%  2.08%  1.77%  1.73%  1.13%  1.58%  1.10%  1.08%  1.33%  1.17%  1.36%  1.54%  1.49%  1.79%
  14   1.79%  2.34%  1.94%  1.87%  1.23%  1.68%  1.23%  1.19%  1.46%  1.37%  1.48%  1.73%  1.72%  1.90%
  15   2.02%  2.52%  2.09%  2.07%  1.40%  1.80%  1.38%  1.36%  1.61%  1.48%  1.64%  1.90%  1.90%
  16   2.25%  2.76%  2.27%  2.23%  1.56%  1.97%  1.58%  1.42%  1.71%  1.59%  1.89%  2.10%  2.10%
  17   2.43%  2.89%  2.42%  2.33%  1.68%  2.10%  1.68%  1.52%  1.88%  1.76%  2.05%  2.28%  2.26%
  18   2.59%  3.10%  2.57%  2.49%  1.75%  2.23%  1.77%  1.64%  2.01%  1.96%  2.22%  2.51%
  19   2.77%  3.14%  2.70%  2.62%  1.85%  2.35%  1.91%  1.75%  2.17%  2.07%  2.37%  2.71%
  20   2.93%  3.30%  2.83%  2.73%  1.92%  2.48%  2.04%  1.85%  2.25%  2.25%  2.50%  2.83%
  21   3.06%  3.47%  2.94%  2.84%  1.98%  2.59%  2.11%  1.97%  2.41%  2.37%  2.67%
  22   3.15%  3.60%  3.00%  2.93%  2.09%  2.72%  2.20%  2.08%  2.52%  2.48%  2.79%
  23   3.21%  3.70%  3.08%  3.02%  2.17%  2.81%  2.31%  2.12%  2.63%  2.65%
  24   3.28%  3.81%  3.17%  3.10%  2.22%  2.85%  2.41%  2.23%  2.75%  2.76%
  25   3.40%  3.93%  3.28%  3.22%  2.31%  2.93%  2.51%  2.36%  2.86%  2.81%
  26   3.43%  4.06%  3.38%  3.29%  2.38%  2.96%  2.59%  2.41%  2.98%
  27   3.55%  4.13%  3.43%  3.39%  2.44%  3.09%  2.71%  2.52%  3.06%
  28   3.60%  4.22%  3.54%  3.46%  2.50%  3.17%  2.79%  2.55%  3.15%
  29   3.73%  4.23%  3.59%  3.58%  2.55%  3.22%  2.92%  2.62%
  30   3.75%  4.29%  3.69%  3.61%  2.63%  3.26%  2.94%  2.71%
  31   3.79%  4.31%  3.77%  3.64%  2.67%  3.33%  3.01%  2.77%
  32   3.85%  4.33%  3.75%  3.72%  2.73%  3.39%  3.04%
  33   3.88%  4.37%  3.77%  3.74%  2.77%  3.48%  3.08%
  34   3.90%  4.39%  3.79%  3.77%  2.84%  3.51%  3.11%
  35   3.94%  4.39%  3.81%  3.79%  2.86%  3.54%
  36   3.94%  4.42%  3.83%  3.81%  2.85%  3.54%
  37   3.94%  4.42%  3.84%  3.83%  2.89%  3.56%
  38   3.97%  4.43%  3.88%  3.85%  2.91%
  39   3.99%  4.45%  3.92%  3.89%  2.96%
  40   3.96%  4.46%  3.92%  3.89%  2.99%
  41   3.96%  4.45%  3.92%  3.89%
  42   3.95%  4.45%  3.91%  3.89%
  43   3.96%  4.45%  3.91%  3.89%
  44   3.94%  4.48%  3.91%
  45   3.97%  4.49%  3.90%
  46   3.95%  4.52%  3.89%
  47   3.92%  4.51%
  48   3.90%  4.49%
  49   3.89%  4.47%
  50   3.86%  4.46%
  51   3.86%
  52   3.84%
  53   3.84%
  54   3.83%
</TABLE>

                                       14

<PAGE>   15

                         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 amounts; (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 income; (iii) releases from
spread accounts arising from securitizations; (iv) settlements of hedging
transactions; (v) sales of Contracts in securitizations; and (vi) borrowings
under its credit facilities. Management believes that the resources available to
the Company provide the needed capital to fund the anticipated expansion of the
Company, Contract purchases, and investments in origination and servicing
capabilities.

        Cash provided by operating activities was $25.8 million for the six
months ended June 30, 2000, compared to $45.0 million used in the six months
ended June 30, 1999. This increase was primarily due to the securitization
during the first quarter of 2000 of the Company's residual cash flows from 15 of
its currently outstanding securitizations, resulting in a cash inflow of
approximately $49.0 million. A portion of the proceeds of this transaction were
used to pay down two of the Company's residual financing facilities, and to pay
off a third residual financing facility Cash used in investing activities was
$2.7 million for the six months ended June 30, 2000, compared to $3.6 million
for the six months ended June 30, 1999. Capital expenditures related to the
corporate relocation during the first quarter of 1999 contributed to the higher
outflow for the six month period of 1999. Cash used in financing activities was
$17.2 million for the six months ended June 30, 2000, compared to $54.0 million
provided for the six months ended June 30, 1999. The decrease was primarily due
to the Company reducing its residual lines of credit in connection with the
residual securitization executed during the first quarter of 2000. In addition,
during the second quarter, the Company purchased and retired approximately
891,000 shares of its Common Stock as a part of its stock repurchase program
authorized by its Board of Directors in May. The Company has expended
approximately $4.1 million of the authorized $7.5 million in connection with
this program. Repurchases may continue from time to time at prevailing market
prices, through open market or unsolicited negotiated transactions, depending
upon market conditions. The Company may discontinue purchases at any time that
management determines additional purchases are not warranted.

        CP Facilities. As of June 30, 2000, the Company was party to two primary
auto loan warehousing programs (the "CP Facilities"), one a $375 million
facility with Triple-A One Funding Corporation ("Triple-A"), and the other a
$150 million facility with Park Avenue Receivables Corporation ("Parco"). Two of
the Company's special purpose subsidiaries, Onyx Acceptance Financial
Corporation ("Finco") for the Triple-A One Facility and Onyx Acceptance
Receivables Corporation ("Recco") for the Parco Facility, are the borrowers
under the CP Facilities. The CP Facilities are used to fund the purchase or
origination of Contracts. Triple-A and Parco are both rated commercial paper
asset-backed conduits sponsored by MBIA Insurance Corporation ("MBIA") and The
Chase Manhattan Bank ("Chase"), respectively. MBIA provides credit enhancement
for both facilities by issuing financial guarantee insurance policies covering
all principal and interest obligations owed for the borrowings under the
facilities. The Company pledges its Contracts held for sale to borrow from
Triple-A and from Parco. The Parco Facility was executed in August 1999 and
expires in August 2000, but may be renewed at the option of the lenders. The
Triple-A Facility is subject to renewal in September 2000 at the option of the
lenders, and, if so renewed, will expire in September 2001.

        The Merrill Line. A subsidiary of the Company, Onyx Acceptance Funding
Corporation ("Fundco"), has an uncommitted $100 million line of credit (the
"Merrill Line"), with Merrill Lynch Mortgage Capital, Inc. ("MLMCI"), which
provides warehouse funding for the purchase or origination of Contracts and is
used in concert with the CP Facilities the Company currently has in place. The
Merrill Line was renewed in February 2000 for a one year term, but may be
cancelled at any time in the lenders discretion.

        The Residual Lines. The Company, through Fundco, has two residual
financing facilities: a $20.0 million facility with Merrill Lynch International
("MLI") executed in May 2000, which replaced a prior residual financing facility
with MLMCI, and a $50.0 million line with Salomon Smith Barney Realty
Corporation ("SBRC") (the "SBRC Line" and together with the facility with MLI,
the "Residual Lines"). The Residual Lines are used by the Company to finance
operating requirements. The lines utilize a collateral-based formula that sets
borrowing availability to a percentage of the value of excess cash flow to be
received from certain securitizations. The facility provided by MLI has a one
year term expiring in May 2001. Each loan under SBRC Line matures one year after
the date of the loan; the Company expects each loan to be renewed at term.

        Subordinated Debt. As of June 30, 2000, the Company had outstanding
approximately $21.0 million of subordinated debt. Of this amount, $10.0 million
is being amortized through February 2003. 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.


                                       15


<PAGE>   16

        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 June 30, 2000.

        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.

SECURITIZATIONS

        Regular securitizations are an integral part of the Company's business
plan because they allow the Company to increase its liquidity, provide for
redeployment of its capital and reduce risks associated with interest rate
fluctuations. The Company has developed a securitization program that involves
selling interests in pools of its Contracts to investors through the public
issuance of AAA/Aaa rated asset-backed securities. The Company completed a
AAA/Aaa rated publicly underwritten asset-backed securitization in the amount of
$450 million in the second quarter of 2000.

        During the third quarter of 2000, the Company completed a securitization
totaling $440 million.

        The net proceeds of these securitizations are used to pay down
outstanding indebtedness incurred under the Company's credit facilities to
purchase Contracts, thereby creating availability for the purchase of additional
Contracts. Through June 30, 2000, the Company has securitized $4.4 billion of
its Contracts in 20 separate transactions. In each of its securitizations, the
Company has sold its Contracts to a newly formed grantor or owner trust which
issues notes and/or certificates in an amount equal to the aggregate principal
balance of the Contracts.

        The Company arranges for credit enhancement to achieve an improved
credit rating on the asset-backed securities issued. This credit enhancement has
taken the form of a financial guaranty insurance policy issued by MBIA or a
predecessor of MBIA (the "Financial Guarantee Insurance Policy"), insuring the
payment of principal and interest due on the asset-backed securities.

        The Company receives servicing fees for its duties relating to the
accounting for and collection of the Contracts. In addition, the Company is
entitled to the future excess cash flows arising from the trusts. Generally, the
Company sells the Contracts at face value and without recourse, except that
certain representations and warranties with respect to the Contracts are
provided by the Company as the servicer and Finco as the seller to the trusts.

        Gains on sale of Contracts arising from securitizations provide a
significant portion of the Company's revenues. Several factors affect the
Company's ability to complete securitizations of its Contracts, including
conditions in the securities markets generally, conditions in the asset-backed
securities market specifically, the credit quality of the Company's portfolio of
Contracts and the Company's ability to obtain credit enhancement.

INTEREST RATE EXPOSURE AND HEDGING

        The Company is able through the use of varying maturities on advances
from the CP Facilities to lock in rates during the warehousing period, when in
management's judgment it is appropriate, to limit interest rate exposure during
such warehousing period (See "Risk Factors -- Interest Rate Risk").

        The Company has the ability to move rates upward in response to rising
borrowing costs because the Company currently does not originate Contracts near
the maximum rates permitted by law. Further, the Company employs a hedging
strategy which primarily consists of the execution of forward interest rate
swaps. These hedges are entered into by the Company in numbers and amounts which
generally correspond to the anticipated principal amount of the related
securitization. Gains and losses relative to these hedges are recognized in full
at the time of securitization as an adjustment to the gain on sale of the
Contracts. The Company has only used counterparties with investment grade debt
ratings from national rating agencies for its hedging transactions.

        Management monitors the Company's hedging activities on a frequent basis
to ensure that the 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.


                                       16


<PAGE>   17

NEW ACCOUNTING PRONOUNCEMENTS

        In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133, as amended by SFAS 138, establishes
accounting and reporting standards for derivative contracts, and for hedging
activities. The new standard requires that all derivatives be recognized as
either assets or liabilities in the consolidated statements of financial
condition and that those instruments be measured at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedging
instrument. The accounting for changes in the fair value of a derivative (that
is, unrealized gains and losses) depends on the intended use of the derivative
and the resulting designation. The statement is effective in the first quarter
of year 2001. The Company is presently assessing the effect of SFAS 133 on the
consolidated financial statements of the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Because the Company's funding strategy is dependent upon the issuance of
interest-bearing securities and the incurrence of debt, fluctuations in interest
rates impact the Company's profitability. As a result, the Company employs
various hedging strategies to limit certain risks of interest rate fluctuations.
See "Management's Discussion and Analysis -- Hedging and Interest Rate Risk
Management" and "Risk Factors -- We Are Subject to Interest Rate Fluctuations."

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        As a consumer finance company, the Company is subject to various
consumer claims and litigation seeking damages and statutory penalties based
upon, among other things, disclosure inaccuracies and wrongful repossession,
which could take the form of a plaintiff's class action complaint. The Company,
as the assignee of finance Contracts originated by dealers, may also be named as
a co-defendant in lawsuits filed by consumers principally against dealers. The
damages and penalties claimed by consumers in these types of matters can be
substantial. The relief requested by the plaintiffs varies but includes requests
for compensatory, statutory and punitive damages. The Company is a defendant in
three consumer class action lawsuits. One such proceeding, served in 1999, in
which the Company is a defendant, has been brought as a putative class action
and is pending in the State of California. A class was certified in 2000; in the
matter, the plaintiffs raise issues regarding the payment of dealer
participation to dealers. Another such proceeding, served in 2000, in which the
Company is a defendant, has been brought as a putative class action and is
pending in the state of New Jersey. A class has not yet been certified in this
case in which the plaintiffs allege certain disclosure defects on Contracts
purchased by the Company; specifically, the plaintiffs allege that the
defendants failed to disclose the amounts retained by dealers from charges for
extended warranty products sold by dealerships with the motor vehicles.

        In another such consumer class action, filed and served in 1999, pending
in Orange County Superior Court in the state of California, and entitled Jason
Bollinger v. Onyx Acceptance Corporation (Action number 807831), the plaintiffs
alleged that the Company sent defective post-repossession notices to certain
California borrowers following the repossession or voluntary surrender of their
vehicles. The Company, without admitting liability, has entered into a
settlement agreement with respect to this matter, and this agreement has been
submitted for court approval. Under the terms of the settlement, the Company
would refund certain amounts collected on deficiencies related to class members'
accounts and would pay a certain portion of the plaintiffs' counsel fees.

        On January 25, 2000, a putative class action complaint was filed against
the Company and certain of the Company's officers and directors alleging
violations of Section 10(b) and 20(a) of the Securities and Exchange Act of 1934
arising from the Company's use of the cash-in method of measuring and accounting
for credit enhancement assets in the financial statements. The matter is
entitled D. Colin v. Onyx Acceptance Corporation, et al, is pending in the U.S.
District Court for the Central District of California (Case number SACV 00-0087
(GLT)(EEx)). The Company believes that its previous use of the cash-in method of
measuring and accounting for credit enhancement assets was consistent with then
current generally accepted accounting principles and accounting practices of
other finance companies. As required by the Financial Accounting Standards
Board's Special Report, "A Guide to Implementation of Statement 125 on
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities, Second Edition," dated December 1998 and related statements made by
the staff of the Securities and Exchange Commission, the Company retroactively
changed the method of measuring and accounting for credit enhancement assets to
the cash-out method and restated the Company's financial statements for 1996,
1997 and the first three fiscal quarters of 1998. An amended complaint was
recently filed in this action which includes allegations regarding the disposal
of certain repossessed vehicles. The Company intends to vigorously defend
against the complaint.


                                       17


<PAGE>   18

        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

        The Company held its Annual Meeting of Stockholders on May 31, 2000 (the
"Meeting"). At the Meeting, the stockholders were asked to vote on several
Company proposals.

1. Election and reassignment of directors.

   The stockholders elected the director nominee, Don P. Duffy, to serve
   for a three year term expiring at the Annual Meeting in the year 2003.


                                        VOTES FOR    VOTES AGAINST   ABSTENTIONS
                                        ---------    -------------   -----------
   THE VOTING WENT AS FOLLOWS:          4,394,373       460,469

        The stockholders approved the proposal to reassign director C. Thomas
Meyers from a term expiring at the Annual Meeting of Stockholders in 2001 to a
term expiring at the Annual Meeting of Stockholders in 2002.

                                        VOTES FOR    VOTES AGAINST   ABSTENTIONS
                                        ---------    -------------   -----------
   THE VOTING WENT AS FOLLOWS:          4,394,273       460,569


2. Amendment to the 1996 Stock Option/Stock Issuance Plan.

        The stockholders approved the proposed amendment to the 1996 Stock
Option/Stock Issuance Plan (as previously amended and restated in 1998).

                         VOTES FOR  VOTES AGAINST  ABSTENTIONS  BROKER NON-VOTES
                         ---------  -------------  -----------  ----------------
   THE VOTING WENT
     AS FOLLOWS:         1,919,039    1,377,756       4,600        1,553,447


3. Ratification of the selection of independent accountants.

        The proposal to ratify the selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for the fiscal year ending December 31, 2000
was also approved by the stockholders.


                                        VOTES FOR    VOTES AGAINST   ABSTENTIONS
                                        ---------    -------------   -----------
   THE VOTING WENT AS FOLLOWS:          4,839,921        9,406          5,515


                                       18


<PAGE>   19

ITEM 5. OTHER INFORMATION

FORWARD LOOKING STATEMENTS

        The preceding Management's Discussion and Analysis of the Company's
Financial Condition and Results of Operations contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which provides a "safe harbor" for these types of statements. This
Quarterly Report on Form 10-Q contains forward-looking statements which reflect
the current views of Onyx Acceptance Corporation with respect to future events
and financial performance. These forward looking statements are subject to
certain risks and uncertainties, including those identified below which could
cause actual results to differ materially from historical results or those
anticipated. Forward-looking terminology can be identified by the use of terms
such as "may," "will," "expect," "anticipate," "estimate," "should" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Onyx Acceptance
Corporation undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. The following factors could cause actual results to differ
materially from historical results or those anticipated: (1) the level of demand
for auto contracts, which is affected by such external factors as the level of
interest rates, the strength of the various segments of the economy, debt burden
held by consumers and demographics of the lending markets of Onyx Acceptance
Corporation; (2) continued dealer relationships; (3) fluctuations between
consumer interest rates and the cost of funds; (4) federal and state regulation
of auto lending operations; (5) competition within the consumer lending
industry; (6) the availability and cost of securitization transactions and (7)
the availability and cost of warehouse and residual financing.

RISK FACTORS

        You should carefully consider the following risks in your evaluation of
us and our Common Stock. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties, including but
not limited to credit, economic, competitive, governmental and financial factors
affecting our operations, markets, financial products, and services and other
factors discussed in our filings with the Securities and Exchange Commission,
may also adversely impact and impair our business. If any of these risks
actually occur, our business, results of operations, cash flows or financial
condition would likely suffer. In such case, the trading price of our common
stock could decline, and you may lose all or part of the money you paid to buy
our Common Stock.

WE NEED SUBSTANTIAL LIQUIDITY.

        We require a substantial amount of liquidity to operate our business.
Among other things, we use such liquidity to:

        - acquire Contracts;

        - pay dealer participation amounts;

        - 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 historically 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
were 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."


                                       19


<PAGE>   20

WE DEPEND ON WAREHOUSE FINANCING.

        We depend on warehousing facilities with financial institutions 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 Facilities continue to be available to us depends on,
among other things, whether we maintain a target net yield for the Contracts
financed under the CP Facilities and comply with certain financial covenants
contained in the sale and servicing agreements between us, as seller, and our
wholly-owned special purpose finance subsidiaries, Finco or Recco, as
applicable, as purchaser. These financial covenants include:

        - a minimum ratio of net worth plus subordinated debt to total assets;

        - a maximum ratio of credit enhancement assets to tangible net worth;

        - earnings before interest, depreciation and taxes coverage ratio; and

        - minimum cash on hand.

        We also have a warehouse line of credit with Merrill Lynch. Whether the
Merrill Line continues to be available to us depends, to a certain extent, on
whether we meet certain debt to equity ratios and minimum equity requirements.

        We cannot assure you that our CP Facilities or Merrill Line will be
available to us or that they will be available on favorable terms. If we are
unable to arrange new warehousing credit facilities or extend our existing
credit facilities when they expire, our results of operations, financial
condition and cash flows could be materially and adversely affected.

WE DEPEND ON RESIDUAL FINANCING.

        When we sell our Contracts in securitizations, we receive cash and a
residual interest in the securitized assets ("RISA"). The RISA represents the
future cash flows to be generated by the Contracts in excess of the interest
paid on the securities issued in the securitization and other costs of servicing
the Contracts and completing the securitization. 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 to finance our operations. The amount of cash advanced
by our lenders under our Residual Lines depends on a collateral formula that is
determined in large part by how well our securitized Contracts perform. If our
portfolio of securitized Contracts experienced higher delinquency and loss
ratios than expected, then the amount of money we could borrow under the
Residual Lines would be reduced. The reduction in availability under these
Residual Lines could materially and adversely affect our operations, financial
condition and cash flows. Additionally, we are subject, under the documentation
governing the Residual Lines, to minimum net worth and subordinated debt plus
net worth tests. Finally, our capacity under these lines is limited and, to the
extent that we cannot obtain increases in these lines, acquire new lines, or
create capacity through the securitization or other disposition of RISA, our
operations, financial condition and cash flows could be materially and adversely
affected.

WE DEPEND ON SECURITIZATIONS TO GENERATE REVENUE.

        We rely significantly upon securitizations to generate cash proceeds for
repayment of our warehouse credit facilities and to create availability to
purchase additional Contracts. Further, gain on sale of Contracts generated by
our securitizations represents a significant portion of our revenues. Our
ability to complete securitizations of our Contracts is affected by the
following factors, among other things:

        - conditions in the securities markets generally;

        - conditions in the asset-backed securities market specifically;

        - the credit quality of our portfolio of Contracts; and

        - our ability to obtain credit enhancement.

        If we were unable to profitably securitize a sufficient number of our
Contracts in a particular financial reporting period, then our revenues for such
period could decline and could result in lower net income or a loss for such
period. In addition, unanticipated delays


                                       20


<PAGE>   21

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 June 30, 2000, each of our securitizations has
utilized credit enhancement in the form of a financial guarantee insurance
policy issued by MBIA, or its predecessor, 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.
MBIA is not required to insure future securitizations. We cannot assure you
that:

        - we will be able to continue to obtain credit enhancement in any form
          from MBIA;

        - 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 MBIA's financial guarantee insurance policy to reduce
our borrowing cost under the CP Facilities. If MBIA's credit rating is
downgraded or if it withdraws our credit enhancement, we could be subject to
higher interest and other 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
to increase rates we make available to consumers for Contracts in response to
increases in our cost of funds during the warehousing period. However, there is
generally a time lag before such increased borrowing costs can be offset by
increases in the buy rates for Contracts and, in certain instances, the rates
charged by our competitors may limit our ability to pass through our increased
costs of warehouse financing.

        Second, the spread can be adversely affected after a Contract is
purchased or originated and while it is held during the warehousing period by
increases in the prevailing rates in the commercial paper markets. While the CP
Facilities permit us to select maturities of up to 270 days for commercial
paper, if we selected a shorter maturity or had a delay in completing a
securitization, we would face this risk.

        Third, the interest rate demanded by investors in securitizations is a
function of prevailing market rates for comparable transactions and the general
interest rate environment. Because the Contracts purchased or originated by us
have fixed rates, we bear the risk of spreads narrowing because of interest-rate
increases during the period from the date the Contracts are purchased until the
pricing of our securitization of such Contracts. We employ a hedging strategy
that is intended to minimize this risk and which historically has involved the
execution of forward interest rate swaps or use of a pre-funding structure for
our securitizations. However, we cannot assure you that this strategy will
consistently or completely offset adverse interest-rate movements during the
warehousing period or that we will not sustain losses on hedging transactions.
Our hedging strategy requires estimates by management of monthly Contract
acquisition volume and timing of our securitizations. If such estimates are
materially inaccurate, then our gains on sales of Contracts, results of
operations and cash flows could be materially and adversely affected.

        We also have exposure to interest rate fluctuations under the Residual
Lines. The interest rates are based on 30 day LIBOR which resets each month In
periods of increasing interest rates our cash flows, results of operations and
financial condition could be materially adversely affected.


                                       21


<PAGE>   22

        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 Facilities,
we are not able to borrow against defaulted Contracts.

        Our servicing income can also be adversely affected by prepayment of or
defaults under Contracts in the servicing 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. In this event, 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 would reduce
the amount available to us under our residual lines, thus requiring us to pay
down amounts outstanding under the facilities or provide additional collateral
to cure the borrowing base deficiency.

WE WILL BE ADVERSELY AFFECTED IF WE LOSE SERVICING RIGHTS.

        Our results of operations, financial condition and cash flows would be
materially and adversely affected if any of the following were to occur:

        - loss of the servicing rights under our sale and servicing agreements
          for the CP Facilities;

        - loss of the servicing rights under the applicable pooling and
          servicing or sale and servicing agreement of a grantor trust or owner
          trust, respectively; or

        - a trigger event that would block release of future excess cash flows
          generated from the grantor trusts' or owner trusts' respective spread
          accounts.

        We are entitled to receive servicing income only while we act as
servicer under the applicable sales and servicing agreements or pooling and
servicing agreements. Under the CP Facilities our right to act as servicer can
be terminated by MBIA, upon the occurrence of certain events.

OUR QUARTERLY EARNINGS MAY FLUCTUATE.

        Our revenues have fluctuated in the past and are expected to fluctuate
in the future principally as a result of the following factors:

        - the timing and size of our securitizations;

        - variations in the volume of our Contract acquisitions;

        - the interest rate spread between our cost of funds and the average
          interest rate of purchased Contracts;

        - the effectiveness of our hedging strategies; and

        - the investor rate for securitizations.


                                       22


<PAGE>   23

        Any significant decrease in our quarterly revenues could have a material
adverse effect on our results of operations, financial condition and cash flows.

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 servicing 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 and distributors, 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
a material 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 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 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.


                                       23


<PAGE>   24

        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. Companies in the
motor vehicle finance industry have been named as defendants in an increasing
number of class action lawsuits brought by purchasers of motor vehicles claiming
violation of various federal and state consumer credit and similar laws and
regulations. We are defendants in three such consumer class action lawsuits. We
are also party to a putative class action 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 related to our use of the cash-in method of
accounting for credit enhancement assets in the financial statements. See "Part
II. Other Information -- Item -- 1 "Legal Proceedings."

        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.


                                       24

<PAGE>   25

ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K

        (a) Exhibits

            EXHIBIT NO.       EXHIBIT TITLE
            ----------        -------------

               4.1.5  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.

               4.1.6  Indenture dated March 29, 2000 between Onyx Acceptance
                      Residual Funding Owner Trust 2000-A as Issuer, and The
                      Chase Manhattan Bank, as Indenture Trustee.

               4.1.8  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.

               4.2    Indenture dated as of April 17, 2000 between the
                      registrant and Miller & Schroder, as representative of the
                      underwriters.*

               4.3    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.

              21.1    Subsidiaries of the Registrant.

              27.1    Financial Data Schedule.

              -----------
              *  Previously filed with the Commission as an exhibit to the
                 Registrant's Form 8-K on April 20, 2000.

        (b) Reports on Form 8-K

            None.




                                       25

<PAGE>   26

                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               ONYX ACCEPTANCE CORPORATION

                                               By: /s/ JOHN W. HALL
                                                   -----------------------------
                                                   John W. Hall
                                                   President and Principal
                                                   Executive Officer

Date: August 14, 2000

                                               By: /s/ DON P. DUFFY
                                                   -----------------------------
                                                   Don P. Duffy
                                                   Executive Vice President and
                                                   Principal Financial Officer

Date: August 14, 2000


                                       26

<PAGE>   27

                                  EXHIBIT INDEX

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

         4.1.5  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.

         4.1.6  Indenture dated March 29, 2000 between Onyx Acceptance
                Residual Funding Owner Trust 2000-A as Issuer, and The
                Chase Manhattan Bank, as Indenture Trustee.

         4.1.8  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.

         4.2    Indenture dated as of April 17, 2000 between the
                registrant and Miller & Schroder, as representative of the
                underwriters.*

         4.3    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.

        21.1    Subsidiaries of the Registrant.

        27.1    Financial Data Schedule.

        -----------
        *  Previously filed with the Commission as an exhibit to the
           Registrant's Form 8-K on April 20, 2000.



                                       27