<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 SEPTEMBER 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 November 10, 2000, there were 5,148,987 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

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>      <C>                                                                                                <C>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

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

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........       10

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..............................................................................       18

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

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

EXHIBIT INDEX..........................................................................................       27
</TABLE>


                                       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>
                                                                    SEPTEMBER 30,  DECEMBER 31,
                                                                        2000          1999
                                                                    -------------  ------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                                 <C>            <C>

                            ASSETS

Cash and cash equivalents                                             $  3,290      $   5,190
Credit enhancement assets                                              138,674        142,884
Contracts held for sale (Net of allowance)                             162,660        229,992
Other assets                                                            12,055         15,769
                                                                      --------      ---------
           Total assets                                               $316,679      $ 393,835
                                                                      ========      =========

                          LIABILITIES

Accounts payable                                                      $ 18,535      $  21,067
Debt                                                                   222,031        298,167
Other liabilities                                                       21,541         21,493
                                                                      --------      ---------
          Total liabilities                                            262,107        340,727

                            EQUITY

Common stock
  Par value $.01 per share; authorized 15,000,000 shares; issued
    and outstanding 5,247,777 as of September 30, 2000
    and 6,177,804 as of December 31, 1999                                   52             62
Paid in capital                                                         33,528         37,892
Retained earnings                                                       20,663         15,715
Accumulated other comprehensive gain (loss), net of tax                    329           (561)
                                                                      --------      ---------
           Total equity                                                 54,572         53,108
                                                                      --------      ---------
           Total liabilities and equity                               $316,679      $ 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                 NINE MONTHS ENDED
                                                         SEPTEMBER 30,                     SEPTEMBER 30,
                                                 ----------------------------      --------------------------
                                                    2000              1999            2000            1999
                                                 -----------       ----------      ----------      ----------
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                          (UNAUDITED)                      (UNAUDITED)
<S>                                              <C>               <C>             <C>             <C>
Revenues:
Interest income                                  $     3,098       $    7,153      $   16,433      $   19,642
Interest expense-Warehouse lines                       2,814            3,993          11,100           9,846
                                                 -----------       ----------      ----------      ----------
Net interest income                                      284            3,160           5,333           9,796
Gain on sale of contracts                             12,066           13,723          38,811          40,521
Service fee income                                    13,853            8,237          32,811          19,758
                                                 -----------       ----------      ----------      ----------
    Total Revenues                                    26,203           25,120          76,955          70,075

Expenses:
    Provision for credit losses                          (73)             203             645             953
    Interest expense-other                             1,473            1,495           3,985           4,207

   Operating Expenses:
        Salaries and benefits                         11,299           10,326          35,370          29,567
        Systems and servicing                          1,261            1,204           4,324           2,954
        Telephone and data lines                       1,501            1,620           4,656           4,626
        Depreciation                                   1,170              954           3,191           2,510
        General and administrative expenses            6,648            4,890          16,326          13,015
                                                 -----------       ----------      ----------      ----------
    Total Operating Expenses                          21,879           18,994          63,867          52,672
                                                 -----------       ----------      ----------      ----------
    Total Expenses                                    23,279           20,692          68,497          57,832
                                                 -----------       ----------      ----------      ----------
    Income before Income Taxes                         2,924            4,428           8,458          12,243
    Income Taxes                                       1,213            1,838           3,510           5,081
                                                 -----------       ----------      ----------      ----------
Net Income                                       $     1,711       $    2,590      $    4,948      $    7,162
                                                 ===========       ==========      ==========      ==========
Net Income per share -- Basic                    $      0.32       $     0.42      $     0.85      $     1.16
Net Income per share -- Diluted                  $      0.32       $     0.39      $     0.82      $     1.10
Basic Shares Outstanding                           5,266,005        6,175,817       5,839,528       6,172,628
Diluted Shares Outstanding                         5,423,108        6,656,463       5,999,130       6,527,643
</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   GAIN (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                   (942)           (10)         (4,370)                                     (4,380)
Comprehensive income:
Unrealized gains in securitized
  assets, net of tax of $618                                                                                 890            890
Net income                                                                                    4,948                       4,948
                                              ------        -------        --------        --------        -----        -------
Total comprehensive income                                                                    4,948          890          5,838
                                                                                           --------        -----        -------
BALANCE, SEPTEMBER 30, 2000                    5,248        $    52        $ 33,528        $ 20,663        $ 329        $54,572
                                              ======        =======        ========        ========        =====        =======
</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>
                                                            NINE MONTHS ENDED SEPTEMBER 30,
                                                            -------------------------------
                                                                2000               1999
                                                            -----------        -----------
                                                                 (DOLLARS IN THOUSANDS)
                                                                      (UNAUDITED)
<S>                                                         <C>                <C>

OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities         $    82,928        $   (37,387)
INVESTING ACTIVITIES:
     Purchases of property and equipment                         (3,404)            (5,002)
FINANCING ACTIVITIES:
     Proceeds from exercise of  employee options                      6                 53
     Repurchase of common stock                                  (4,380)                --
     Payments on capital lease obligations                         (233)              (277)
     Payments on residual  lines of credit                      (46,630)           (27,117)
     Proceeds from drawdown on residual
       lines of credit                                           29,000             34,257
     Paydown of warehouse lines related to
       securitizations                                       (1,046,489)        (1,026,000)
     Proceeds from warehouse lines                              977,708          1,063,485
     Proceeds from issuance of subordinated debt                 11,518                 --
     Principal payments on subordinated debt                     (1,725)                --
     Proceeds on other loans                                         --                847
     Payments on other loans                                       (199)                --
                                                            -----------        -----------
Net cash (used in) provided by financing activities             (81,424)            45,248
                                                            -----------        -----------
     (Decrease) increase in cash and cash equivalents            (1,900)             2,859
Cash and cash equivalents at beginning of period                  5,190              1,929
                                                            -----------        -----------
Cash and cash equivalents at end of period                  $     3,290        $     4,788
                                                            ===========        ===========
</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 nine
months ended September 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 Form 10-Q's
for the quarters ended June 30, 2000 and 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 condensed consolidated financial statements relate to the credit
enhancement assets and the gain on sale of motor vehicle retail installment
sales and loan contracts ("Contracts"). Such assumptions include, but are not
limited to, estimates of loan prepayments, defaults, recovery rates and present
value discount rates. The Company uses a combination of its own historical
experience and expectation of future performance to determine such estimates.
Actual results may differ from the Company's estimates due to numerous factors
both within and beyond the control of Company management. Changes in these
factors could require the Company to revise its assumptions concerning the
amount of voluntary prepayments, the frequency and/or severity of defaults and
the recovery rates associated with the disposition of repossessed vehicles.

    RECLASSIFICATION

    Certain amounts in the prior quarter and year to date condensed consolidated
financial statements have been reclassified to conform to the corresponding 2000
presentation.

NOTE 2 - CONTRACTS HELD FOR SALE

    Contracts held for sale consisted of the following:

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

            Gross contracts held for sale       $ 168,971        $ 235,694
            Less unearned interest                 (4,064)          (6,219)
                                                ---------        ---------
            Contracts held for sale               164,907          229,475
            Allowance for credit losses            (1,131)          (1,453)
            Dealer participation                   (1,116)           1,970
                                                ---------        ---------
            Total                               $ 162,660        $ 229,992
                                                =========        =========
</TABLE>


                                       7
<PAGE>   8

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.

    Credit enhancement assets consisted of the following:

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

            Trust receivable       $  7,978       $  5,713
            RISA                    130,696        137,171
                                   --------       --------
                       Total       $138,674       $142,884
                                   ========       ========
</TABLE>

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

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

    Future earnings are discounted at a rate management believes to be
representative of market at the time of securitization. The balance of RISA is
amortized against actual excess spread income earned on a monthly basis over the
expected repayment life of the underlying Contracts. RISA is classified in a
manner similar to available for sale securities and as such is marked to market
each quarter. Market value changes are calculated by discounting the remaining
projected excess spread using a current market discount rate. Any changes in the
market value of the RISA are reported as a separate component of stockholders'
equity as an unrealized gain or loss, net of deferred taxes. As of September 30,
2000 the market value of RISA was approximately $556,000 higher 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 then outstanding securitizations
which was completed in the first quarter of 2000. The Company retains the right
to service all Contracts it securitizes.

    The following table presents the balances and activity for RISA:

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

            Beginning Balance                         $ 137,171        $ 109,241
            Additions                                    87,279          101,586
            Amortization                                (45,338)         (72,704)
            Sale of RISA                                (49,924)              --
            Change in unrealized gain (loss) on
              securities available for sale               1,508             (952)
                                                      ---------        ---------
            Ending Balance                            $ 130,696        $ 137,171
                                                      =========        =========
</TABLE>

    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.


                                       8
<PAGE>   9

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

            Estimated net undiscounted RISA earnings            $   271,198        $   246,234
            Off balance sheet allowance for losses                 (111,141)           (83,891)
            Discount to present value                               (29,361)           (25,172)
                                                                -----------        -----------
            Retained interest in securitized assets             $   130,696        $   137,171
                                                                ===========        ===========
            Outstanding balance of contracts sold through
              securitizations                                   $ 2,415,112        $ 1,897,242
</TABLE>

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         NINE MONTHS ENDED
                                                                 SEPTEMBER 30,              SEPTEMBER 30,
                                                              -------------------       -------------------
                                                               2000         1999         2000         1999
                                                              ------       ------       ------       ------
                                                                   (IN THOUSANDS, EXCEPT $ PER SHARE)
<S>                                                           <C>          <C>          <C>          <C>

            Net Income                                        $1,711       $2,590       $4,948       $7,162
                                                              ======       ======       ======       ======
            Weighted average shares outstanding                5,266        6,176        5,840        6,173
            Net effect of dilutive stock
              options/warrants                                   157          480          159          355
                                                              ------       ------       ------       ------
            Diluted weighted average shares outstanding        5,423        6,656        5,999        6,528
                                                              ======       ======       ======       ======
            Net income per share:
            Basic EPS                                         $ 0.32       $ 0.42       $ 0.85       $ 1.16
                                                              ======       ======       ======       ======
            Diluted EPS                                       $ 0.32       $ 0.39       $ 0.82       $ 1.10
                                                              ======       ======       ======       ======
</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 137 and 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.

    In July 2000, the Emerging Issues Task Force reached consensus on Issue No.
99-20 "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets." The Task Force reached a
consensus that the holder should recognize the excess of all cash flows
attributable to the beneficial interest estimated at the acquisition/transaction
date (the "transaction date") over the initial investment (the accretable yield)
as interest income over the life of the beneficial interest using the effective
yield method. If the holder of the beneficial interest is the transferor, the
initial investment would be the allocated carrying amount after application of
the relative fair value allocation method required by Statement 125. The amount
of accretable yield should not be displayed in the balance sheet. The Task Force
further reached a consensus that the holder of a beneficial interest should
continue to update the estimate of cash flows over the life of the beneficial
interest. The consensus in this issue should be applied to the accounting for
interest income and impairment of beneficial interests in securitization
transactions meeting the scope criteria of this issue effective for all fiscal
quarter beginning after December 15, 2000. The Company is presently assessing
the effect of Issue No. 99-20 on the consolidated financial statements of the
Company.

In September 2000, the FASB issued Statement of Financial Accounting Standards
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities--A Replacement of FAS 125." This Statement
replaces FAS 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of FAS 125's provisions
without reconsideration. This Statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. This Statement is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001. This Statement is effective for recognition and reclassification of


                                       9
<PAGE>   10

collateral and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. The Company is
presently assessing the effect of FAS-140 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 the Company's Common Stock. As of September 30,
2000, 941,981 shares had been repurchased under the program for an aggregate
amount of $4.4 million.

NOTE 8 - SUBSEQUENT EVENTS

    On November 1, 2000, the Company priced a securitization totaling $400.0
million. The transaction is scheduled to close on November 16, 2000. In
addition, from October 1st through November 10th, the Company purchased an
additional 98,790 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. The Company also executed a residual financing facility in October in the
amount of $35.0 million with Credit Suisse First Boston (Europe) Limited, as
buyer, and Credit Suisse First Boston Corporation, as agent. The line will be
used as an additional liquidity source to fund ongoing operations.

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.

                              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 which is 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.

    Net interest income totaled approximately $284,000 for the three month
period ended September 30, 2000 compared to $3.2 million for the same period in
1999. For the nine months ended September 30, 2000, net interest income was $5.3
million, compared to $9.8 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 third 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.
However, the Company continues to incur interest expense on warehouse borrowings
throughout the prefunded period, until the final prefunded contracts are
purchased and delivered to the trust.


                                       10
<PAGE>   11

GAIN ON SALE OF CONTRACTS

    The Company recorded a gain on sale of Contracts of $12.1 million for the
three months ended September 30, 2000, compared to $13.7 million for the same
period in 1999. For the nine months ended September 30, 2000, the Company
recorded a gain on sale of $38.8 million compared to a gain on sale of $40.5
million for the same period in 1999. Contracts sold during the three and nine
month periods of 2000 totaled $440.0 million and $1.3 billion respectively,
compared to contracts sold of $400.0 million and $1.0 billion 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 credit loss assumptions for the second and third
securitizations during 2000. Annual loss assumptions for the second and third
quarter securitizations of 2000 were increased from 2.30% to 2.55% to counter
increased losses in the serviced portfolio. The weighted average net interest
rate spread, exclusive of loss assumptions, decreased to 5.08% for
securitizations executed in 2000 versus 5.55% for those executed in 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. 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 $13.9 million and $32.8 million for the
three and nine month periods ended September 30, 2000, compared to $8.2 million
and $19.8 million for the three and nine month periods ended September 30, 1999.
This increase is due primarily to higher amounts of service fees and late fees
as a result of the growth of the servicing portfolio.

PROVISION FOR CREDIT LOSSES

    The Company maintains an allowance for credit losses to cover anticipated
losses for Contracts held for sale. The allowance for credit losses is increased
by adjusting the provision for credit losses to cover additional Contracts
originated and increases in loss estimates and decreased by actual losses on the
Contracts held for sale or by the reduction of the amount of Contracts held for
sale. The level of the allowance is based principally on the outstanding balance
of Contracts held for sale and the historical loss trends for the period of time
the Contracts are held before being sold in a securitization. When the Company
sells Contracts in a securitization transaction, it reduces its allowance for
credit losses and factors potential losses into its calculation of gain on sale.
The Company believes that the allowance for credit losses is currently adequate
to absorb potential losses. The provision for credit losses totaled ($73,000)
and $645,000 for the three and nine months ended September 30, 2000, compared to
$203,000 and $953,000 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 $329,000 and $1.0 million
during the three months and nine months ended September 30, 2000, compared to
$252,000 and $729,000 for the same periods in 1999. Future provisions totaled
($402,000) and ($355,000) for the three and nine month periods ended September
30, 2000, compared to ($49,000) and $224,000 for the same periods in 1999. The
negative future provisions for 2000 and the third quarter of 1999 were caused by
the reduction in Contracts held for sale. Contracts held for sale decreased to
$164.9 million as of September 30, 2000 from $236.6 million as of June 30, 2000.
In addition, Contracts held for sale decreased to $195.3 million at September
30, 1999 from $206.3 million as of June 30, 1999.

OPERATING EXPENSES

    Total operating expenses were $21.9 million for the three months ended
September 30, 2000 compared to $19.0 million for the same period in 1999. The
increase in total operating expenses is primarily attributable to an increase in
the average servicing portfolio


                                       11
<PAGE>   12

for the periods. The average servicing portfolio increased to $2.5 billion for
the three months ended September 30, 2000 from $1.8 billion for the same period
in 1999, an increase of approximately 39%. Total operating expenses for the nine
month period ended September 30, 2000 were $63.9 million compared to $52.7
million for the same period in 1999.

    The Company incurred salary and benefit expenses of $11.3 million and $35.4
million for the three and nine months ended September 30, 2000, compared to
$10.3 million and $29.6 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 796 at September 30,
1999, to 1,042 at September 30, 2000.

    System and servicing expenses increased to $1.3 million for the third
quarter of 2000, compared to $1.2 million in the third quarter of 1999. For the
nine months ended September 30, 2000, system and servicing expenses totaled $4.3
million, compared to $3.0 million for the same period in 1999. The Company has
acquired a loan accounting and collection system, and intends to bring these
processes in-house. The increase reflects higher consulting fees in connection
with the customization of the Company's new loan and collection system.

    Telephone and data line charges declined to $1.5 million from $1.6 million
for the third quarter of 2000 and 1999 respectively. The decrease was primarily
due to renegotiated contracts for long distance rates with certain carriers. For
the nine months ended September 30, 2000 and 1999, telephone and data line
expense remained unchanged at $4.6 million. Excluding any additional reduction
in long distance rates, the Company expects these charges to increase relative
to the continued growth of the servicing portfolio.

    Depreciation expenses increased to $1.2 million and $3.2 million for the
three and nine months ended September 30, 2000 compared to $954,000 and $2.5
million for the same periods in 1999, as the Company continued to invest in
technology and infrastructure. General and administrative expenses increased to
$6.6 million and $16.3 million for the three and nine months ended September 30,
2000 compared to $4.9 million and $13.0 million for the same periods in 1999.
Higher expenses are primarily due to an increase in the number of Contracts
serviced.

INCOME TAXES

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

                               FINANCIAL CONDITION

CONTRACTS HELD FOR SALE

    Contracts held for sale totaled $162.6 million at September 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 $440.0 million during the third 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
                                                       --------------------------------------------------------------------------
                                                       SEPT. 30,        DEC. 31,        MAR. 31,        JUNE 30,        SEPT 30,
                                                          1999            1999            2000            2000            2000
                                                       ----------      ----------      ----------      ----------      ----------
                                                      (DOLLARS IN THOUSANDS)
<S>                                                    <C>             <C>             <C>             <C>             <C>

            Contracts purchased/originated during
              period                                   $  398,802      $  428,369      $  468,742      $  434,144      $  367,636
            Average monthly volume during period          132,934         142,790         156,247         144,714         122,545
            Gain on sale of Contracts                      13,723          13,399          12,756          13,989          12,066
            Contracts securitized during period           400,000         390,000         430,000         450,000         440,000
            Servicing portfolio at period end           1,924,881       2,133,460       2,344,399       2,500,207       2,584,152
</TABLE>


                                       12
<PAGE>   13

                                  ASSET QUALITY

    The Company monitors and attempts to minimize delinquencies and losses
through timely collections and the use of a predictive dialing system. At
September 30, 2000, delinquencies represented 3.88% 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 2.20% for
the quarter ended September 30, 2000, compared to 1.80% for the same period in
1999. Higher delinquency and loss percentages were partially the result of the
reduction in contracts purchased versus the previous period, the difficulty in
hiring seasoned collection staff to replace turnover of experienced personnel
and learning curves associated with new staff in the newly opened St. Louis
collection center. The St. Louis center was opened to help relieve staffing
losses in California.

    Off balance sheet reserves at September 30, 2000 were 4.60% 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
securitizations.

                  DELINQUENCY EXPERIENCE OF SERVICING PORTFOLIO

<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30, 2000             DECEMBER 31, 1999
                                                                         ------------------------       ------------------------
                                                                           AMOUNT           NO.           AMOUNT           NO.
                                                                         ----------       -------       ----------       -------
                                                                                           (DOLLARS IN THOUSANDS)
<S>                                                                      <C>              <C>           <C>              <C>

                   Servicing portfolio                                   $2,584,152       259,162       $2,133,460       209,745
                   Delinquencies(1)(2)
                         31-59 days                                      $   55,052         5,728       $   38,376         3,963
                         60-89 days                                          24,253         2,440           16,596         1,671
                         90+ days                                            20,895         2,040           14,203         1,383
                                                                         ----------       -------       ----------       -------
                   Total                                                 $  100,200        10,208       $   69,175         7,017
                                                                         ==========       =======       ==========       =======
            Total delinquencies as a percent of Servicing portfolio            3.88%         3.94%            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.

                   LOAN LOSS EXPERIENCE OF SERVICING PORTFOLIO

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                                                SEPTEMBER 30,                    SEPTEMBER 30,
                                                         ---------------------------       ---------------------------
                                                            2000             1999             2000             1999
                                                         ----------       ----------       ----------       ----------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                                      <C>              <C>              <C>              <C>

            Period end Contracts outstanding             $2,584,152       $1,924,881       $2,584,152       $1,924,881
            Average servicing portfolio(1)               $2,539,409       $1,824,799       $2,397,770       $1,629,779
            Number of gross charge-offs                       2,543            1,646            7,455            4,508
            Gross charge-offs                            $   16,259       $    9,426       $   47,209       $   24,528
            Net charge-offs(2)                           $   13,992       $    8,198       $   40,483       $   21,373
            Annualized net charge-offs as a percent
              of average Servicing portfolio                   2.20%            1.80%            2.25%            1.75%
</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 SEPTEMBER 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  00-C

Month
-----
<S>        <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>

  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% 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% 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% 0.01%
  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% 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% 0.10%
  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% 0.18% 0.17%
  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% 0.37%
  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% 0.63%
  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% 0.76%
  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% 0.99%
  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% 1.47% 1.20%
  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% 1.62%
  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% 1.77%
  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% 2.08%
  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% 2.23%
  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% 2.42%
  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% 2.46%
  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% 2.59%
  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% 2.71%
  21       3.06% 3.47% 2.94% 2.84% 1.98% 2.59% 2.11% 1.97% 2.41% 2.37% 2.67% 2.95%
  22       3.15% 3.60% 3.00% 2.93% 2.09% 2.72% 2.20% 2.08% 2.52% 2.48% 2.79% 3.08%
  23       3.21% 3.70% 3.08% 3.02% 2.17% 2.81% 2.31% 2.12% 2.63% 2.65% 2.92% 3.25%
  24       3.28% 3.81% 3.17% 3.10% 2.22% 2.85% 2.41% 2.23% 2.75% 2.76% 3.06%
  25       3.40% 3.93% 3.28% 3.22% 2.31% 2.93% 2.51% 2.36% 2.86% 2.81% 3.14%
  26       3.43% 4.06% 3.38% 3.29% 2.38% 2.96% 2.59% 2.41% 2.98% 2.95%
  27       3.55% 4.13% 3.43% 3.39% 2.44% 3.09% 2.71% 2.52% 3.06% 2.99%
  28       3.60% 4.22% 3.54% 3.46% 2.50% 3.17% 2.79% 2.55% 3.15% 3.03%
  29       3.73% 4.23% 3.59% 3.58% 2.55% 3.22% 2.92% 2.62% 3.19%
  30       3.75% 4.29% 3.69% 3.61% 2.63% 3.26% 2.94% 2.71% 3.26%
  31       3.79% 4.31% 3.77% 3.64% 2.67% 3.33% 3.01% 2.77% 3.33%
  32       3.85% 4.33% 3.75% 3.72% 2.73% 3.39% 3.04% 2.81%
  33       3.88% 4.37% 3.77% 3.74% 2.77% 3.48% 3.08% 2.85%
  34       3.90% 4.39% 3.79% 3.77% 2.84% 3.51% 3.11% 2.88%
  35       3.94% 4.39% 3.81% 3.79% 2.86% 3.54% 3.20%
  36       3.94% 4.42% 3.83% 3.81% 2.85% 3.55% 3.21%
  37       3.94% 4.42% 3.84% 3.83% 2.89% 3.56% 3.23%
  38       3.97% 4.43% 3.88% 3.85% 2.91% 3.56%
  39       3.99% 4.45% 3.92% 3.89% 2.96% 3.58%
  40       3.96% 4.46% 3.92% 3.89% 2.99% 3.58%
  41       3.96% 4.45% 3.92% 3.89% 3.01%
  42       3.95% 4.45% 3.91% 3.89% 3.00%
  43       3.96% 4.45% 3.91% 3.89% 2.99%
  44       3.94% 4.48% 3.91% 3.87%
  45       3.97% 4.49% 3.90% 3.87%
  46       3.95% 4.52% 3.89% 3.88%
  47       3.92% 4.51% 3.90%
  48       3.90% 4.49% 3.90%
  49       3.89% 4.50% 3.89%
  50       3.86% 4.46%
  51       3.86% 4.44%
  52       3.84% 4.43%
  53       3.84%
  54       3.83%
  55       3.83%
  56       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 anticipated Contract purchases,
and investments in origination and servicing capabilities.

    Cash provided by operating activities was $82.9 million for the nine months
ended September 30, 2000, compared to $37.4 million used in the nine months
ended September 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 then outstanding securitizations, resulting in a cash inflow of
approximately $49.0 million. A portion of the proceeds of this transaction was
used to pay down two of the Company's residual financing facilities, and to pay
off a third residual financing facility. Cash used in investing activities was
$3.6 million for the nine months ended September 30, 2000, compared to $5.0
million for the nine months ended September 30, 1999. Capital expenditures
related to the corporate relocation during the first quarter of 1999 contributed
to the higher outflow for the nine month period of 1999. Cash used in financing
activities was $81.2 million for the nine months ended September 30, 2000,
compared to $45.2 million provided for the nine months ended September 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 and third quarters, the Company
purchased and retired approximately 942,000 shares of its Common Stock as a part
of its stock repurchase program authorized by its Board of Directors in May of
2000. The Company has expended approximately $4.4 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 September 30, 2000, the Company was party to two
primary auto loan warehousing programs (the "CP Facilities"), one a $355 million
facility with Triple-A One Funding Corporation ("Triple-A"), and the other a
$150 million facility with Park Avenue Receivables Corporation ("Parco"). Two of
the Company's special purpose subsidiaries, Onyx Acceptance Financial
Corporation ("Finco") for the Triple-A 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 renewed in August 2000, and
expires in August 2001, but may be further renewed at the option of the lenders
after August 2001. The Triple-A Facility was renewed in September 2000. The
Capacity of this line was reduced by $20.0 million to $355.0 million. The
reduction was the result of a merger of one of the liquidity banks, and is not
considered significant to ongoing operations, as the Company continually has
excess borrowing capacity. The facility 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 lender's discretion.

    The Residual Lines. The Company, through Fundco, has three residual
financing facilities: a $20.0 million facility with Merrill Lynch International
("MLI") executed in May 2000, which replaced a prior residual financing facility
with MLMCI, and a $50.0 million line with Salomon Smith Barney Realty
Corporation ("SBRC"). The Company also executed a residual financing facility in
October in the amount of $35.0 million with Credit Suisse First Boston (Europe)
Limited, as buyer, and Credit Suisse First Boston Corporation, as agent. The
line will be used as an additional liquidity source to fund ongoing operations.
(the "SBRC Line" and together with the facility with MLI, and the newest
facility with Credit Suisse First Boston (Europe) limited described above 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.


                                       15
<PAGE>   16

    Subordinated Debt. As of September 30, 2000, the Company had outstanding
approximately $20.2 million of subordinated debt. A portion of this amount 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.

    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 September 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
$440 million in the third quarter of 2000.

    During the fourth quarter of 2000, the Company priced a securitization
totaling $400 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 September 30, 2000, the Company has securitized $4.8 billion
of its Contracts in 21 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


                                       16
<PAGE>   17

upon the amount of Contracts purchased and the interest rate environment. Senior
management currently expects to hedge substantially all of its Contracts pending
securitization.

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 137 and 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.

    In July 2000, the Emerging Issues Task Force reached consensus on Issue No.
99-20 "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets." The Task Force reached a
consensus that the holder should recognize the excess of all cash flows
attributable to the beneficial interest estimated at the acquisition/transaction
date (the "transaction date") over the initial investment (the accretable yield)
as interest income over the life of the beneficial interest using the effective
yield method. If the holder of the beneficial interest is the transferor, the
initial investment would be the allocated carrying amount after application of
the relative fair value allocation method required by Statement 125. The amount
of accretable yield should not be displayed in the balance sheet. The Task Force
further reached a consensus that the holder of a beneficial interest should
continue to update the estimate of cash flows over the life of the beneficial
interest. The consensus in this issue should be applied to the accounting for
interest income and impairment of beneficial interests in securitization
transactions meeting the scope criteria of this issue effective for all fiscal
quarter beginning after December 15, 2000. The Company is presently assessing
the effect of Issue No. 99-20 on the consolidated financial statements of the
Company.

In September 2000, the FASB issued Statement of Financial Accounting Standards
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities--A Replacement of FAS 125." This Statement
replaces FAS 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. It revises the standards for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of FAS 125's provisions
without reconsideration. This Statement provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. This Statement is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001. This Statement is effective for recognition and reclassification of
collateral and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. The Company is
presently assessing the effect of FAS-140 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 currently a
defendant in three consumer class action lawsuits. One such proceeding, served
in 1999, in which the Company is a defendant, has been brought as a class action
and is pending in the State of California. A class was certified in 2000; in the
matter, the plaintiffs raise issues regarding the payment of dealer
participation to dealers. 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


                                       17
<PAGE>   18

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 was
approved by the court in October of 2000. Under the terms of the settlement, the
Company refunded certain amounts collected on deficiencies related to class
members' accounts (in some instances, with interest) and will pay a certain
portion of the plaintiffs' counsel fees and other amounts.

    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 dismissed by the court. The plaintiffs were given leave to amend.

    Management believes that the Company has taken prudent steps to address the
litigation risks associated with the Company's business activities. However,
there can be no assurance that the Company will be able to successfully defend
against all such claims or that the determination of any such claim in a manner
adverse to the Company would not have a material adverse effect on the Company's
automobile finance business.

    In the opinion of management, the resolution of the proceedings described in
this section will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted during the third quarter of the fiscal year
covered by this Quarterly Report on Form 10-Q to a vote of security holders,
through the solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION

FORWARD LOOKING STATEMENTS

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


                                       18
<PAGE>   19

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. 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."

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;


                                       19
<PAGE>   20

    -  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 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 September 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;


                                       20
<PAGE>   21

    -  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.

    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.


                                       21
<PAGE>   22

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
    -----------                      -------------
       21.1             Subsidiaries of the Registrant.
       27.1             Financial Data Schedule.

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

    (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: November 14, 2000

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

Date: November 14, 2000


                                       26
<PAGE>   27

                                  EXHIBIT INDEX

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

        21.1             Subsidiaries of the Registrant.
        27.1             Financial Data Schedule.