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Union Acceptance Reports Reorganization Plans, Third Quarter 2002 Results

    INDIANAPOLIS--Oct. 31, 2002--Union Acceptance Corporation ("UAC") today announced that it has filed a petition for reorganization under Chapter 11 of the Bankruptcy Code to facilitate a financial restructuring. The objective of the reorganization proceeding is to protect the enterprise and restructure obligations so that the Company will be able to continue as a going concern. Management believes that assets and future cash flows will be sufficient to pay all obligations, but has determined that the special remedies available through a bankruptcy proceeding are necessary to achieve that objective and maintain operations. The proceeding is in the U. S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division.
    "We obviously regret that this measure has become necessary. We have been working to acquire additional long-term capital and to supplement our receivable acquisition funding. While our lenders have been working with us to meet our needs it has become apparent that supplemental arrangements will not be in place in time for us to continue as we have. We are suspending receivable acquisitions for the time being until new funding arrangements can be put in place," said Lee Ervin, president and chief executive officer. "We currently expect debtor-in-possession financing to be implemented in the next few days to permit us to continue receivable acquisitions. Our objective is to protect our enterprise, to position ourselves to fund all of our obligations, to preserve value for our shareholders, and to rebuild for the future."
    Post-petition financing, which is subject to bankruptcy court approval, will be necessary for the company to continue to fund receivable acquisitions and the company is seeking approval by the Court to continue to fund payroll, pay key vendors and take other measures to maintain operations. "We believe the Chapter 11 process will enable us to address our liquidity issues with minimal disruption of operations," said Ervin.
    UAC's current surety provider has not indicated a willingness to support future term securitizations in the present environment. Accordingly, management is exploring other arrangements for disposition of the held for sale portfolio.
    The Chapter 11 proceeding does not include UAC's warehouse funding and securitization subsidiaries.

    Discussion of Quarterly Results

    The Company also reported a third quarter net loss of $35.5 million, or $1.14 per common share on a fully diluted basis. This compares with a loss of $23.8 million, or $0.77 per common share, for the same period last year and a loss of $3.3 million, or $0.11 per common share, in the second quarter of 2002. The net loss for the nine months ended September 30, 2002 was $45.7 million, or $1.47 per common share, compared with a net loss of $26.4 million, or $1.30 per common share on a fully diluted basis, in the comparable year-ago nine-month period.
    Results for the quarter ended September 30 in both 2002 and 2001 include charges for the revaluation of retained interest in securitized assets. In the third quarter 2002, the charge was $29.7 million after-tax, or $0.96 per share, and $27.9 million after-tax, or $0.90 per share, in the year-ago quarter. Excluding the charges in both quarters, comparable net earnings (loss) would have totaled $(5.8) million, or $(0.18) per common share, in the most recent quarter and $4.1 million, or $0.13 per common share, for the year-ago quarter.
    "The third quarter was important on a number of strategic fronts," said Ervin. "UAC continued to focus on disciplined pricing to achieve its 1.50% return on managed assets target for new receivable acquisitions, total dollars in delinquency are down 25% since December 2001, and we had been able to regain momentum in receivable acquisitions. Despite the many improvements that have occurred in our operations, the recessionary trends in the economy continue to negatively impact our earnings and challenged our financing relationships. Improved collection techniques have, however, greatly improved our effectiveness in this important aspect of our business. These efforts will continue, despite our reorganization filing, and our expense reduction plans will be accelerated."
    "We believe the adjustment of credit loss assumptions we took during the most recent quarter reflects our best estimate of the impact that an extended recession will have on our retained interest in securitized assets," continued Ervin. "While the adjustment and its negative effect on short-term earnings were disappointing, we believe it is in the best long-term interest of the company to be proactive with these issues, and this action will provide shareholders with the most accurate financial picture possible. These results are presented based on the assumption that we will continue to service our securitized portfolio."
    "Lastly, I believe we have a management team capable of rebuilding Union Acceptance. The risk adjusted spreads on recent new business cause us to believe the intense price competition that has so long been a problem for this industry has changed in a very positive way. We believe the primary driver of this change has been the capital markets' insistence on stronger capital ratios and investors' demand for higher returns. Our goal is to be positioned to meet the market's expectations when we emerge from Chapter 11 in the very near future."

    Receivable Acquisitions

    The quarterly volume of receivable acquisitions increased to $223.3 million, up 16% from the prior quarter and 24% from the December 2001 quarter, but down 14% from $258.4 million from the year-ago quarter. The average monthly FICO score was 703 during 2002; approximately 66% of accounts originated have a credit score of 675 or better, and less than one % of the accounts have a FICO score below 625.
    The average servicing portfolio was $2.6 billion for the September 30, 2002 quarter, down from $3.2 billion for the comparable year-ago quarter. Receivables held for sale increased to $488.0 million at September 30, 2002 compared with $38.3 million at September 30, 2001.

    Revenues

    As previously mentioned, UAC recorded a charge in the third quarter of 2002 of $29.7 million after-tax for the revaluation of the retained interest in its securitized assets. The majority of the revaluation is related to higher credit losses indicated by recent portfolio performance and an estimate of the impact of continued sluggish economic conditions, and to a lesser extent, an adjustment of the discount rates used in the valuation of the retained interest. The weighted average discount rate increased to 12.03% for the quarter ended September 30, 2002, up from 9.67% in the previous quarter, reflecting current market conditions.
    The net interest margin after provision for estimated credit losses of $7.9 million for the quarter was negatively impacted by a higher provision, but still up from $4.6 million in the prior quarter and $6.1 million in the year-ago quarter. Before the provision, the net interest margin was $10.1 million, compared with $5.7 million in the prior quarter and $6.7 million for the same three-month period last year. The increase in the net interest margin, combined with servicing fee income of $5.8 million and other fee income of $2.5 million, offset the $10.8 million loss for the quarter on the interest rate derivatives on held for sale receivables.

    Operating Expenses and Efficiency

    Expenses for the third quarter 2002 were $12.8 million, or 1.93% of the servicing portfolio, compared with $13.3 million, or 1.68%, in the year-ago quarter. Operating expenses for the past three quarters have been at lower levels than the $13.6 million for the quarter ended December 2001, although expenses as a percentage of the servicing portfolio have not experienced a corresponding decline because of the reduced servicing portfolio. Operating expenses do not include the expenses related to the company's Circle City Car Company automobile dealership, which was classified as a discontinued operation in the third quarter and sold in October.

    Delinquency and Credit Loss

    In the third quarter, the company continued to experience increases in delinquency and credit losses, resulting primarily from the continued effects of the ongoing recession, continuing trends in bankruptcy filings and lower automobile auction values.
    Delinquency was 4.22% at September 30, 2002, compared with 3.79% in the prior quarter and 3.73% a year ago. Total dollars delinquent for the quarter were $110.0 million, up $7.2 million from the prior quarter, but down from $116.6 million in the same period a year ago and down from $146.0 million at December 2001. UAC typically experiences higher delinquencies in the fourth quarter as a result of normal seasonal trends.
    Annualized net credit losses totaled 4.50% for the quarter ended September 30, 2002, compared with 4.08% in the second quarter and 3.67% in the quarter ended September 30, 2001. The company's allowance for estimated credit losses on securitized receivables was 6.66% at September 30, 2002 compared with 5.26% in the second quarter and 5.87% in the same period a year ago.
    Compared with the prior quarter, gross credit losses in the third quarter remained at a comparable level. The increase in net credit losses is primarily the result of lower recoveries on repossessed vehicles sold at auction, which can be attributed largely to lower prices for used vehicles created by the 0% financing and rebates offered by new vehicle manufacturers.
    The following tables summarize delinquency and credit loss experience related to UAC's servicing portfolio:


                                   Delinquency Experience
                        ---------------------------------------------
                        ---------------------- ----------------------
                         At September 30, 2002    At June 30, 2002
                        ---------------------- ----------------------
                                   (Dollars in thousands)

                         Number of              Number of
                        Receivables   Amount   Receivables   Amount
                        ----------- ---------- ----------- ----------
Servicing
 portfolio                212,495   $2,608,748   221,884   $2,711,525

Delinquencies:
  30-59 days                5,373   $   63,036     5,260   $   61,235
  60-89 days                2,997       35,032     2,614       31,052
  90 days or more           1,083       11,960       906       10,561
Total delinquencies         9,453   $  110,028     8,780   $  102,848

Delinquency as a
 percentage of
 servicing portfolio        4.45%        4.22%     3.96%        3.79%


                                   Delinquency Experience
                                   ----------------------
                                   ----------------------
                                      At March 31, 2002
                                   ----------------------

                                     Number of
                                    Receivables   Amount
                                    ----------- ----------
Servicing portfolio                   231,676   $2,838,139
Delinquencies:
  30-59 days                            5,665   $   66,393
  60-89 days                            2,641       33,105
  90 days or more                       1,000       11,517
                                    ----------- ----------
Total delinquencies                     9,306   $  111,015
                                    =========== ==========
Delinquency as a percentage
 of servicing portfolio                 4.02%        3.91%


                                   Delinquency Experience
                        ---------------------------------------------
                        ---------------------- ----------------------
                         At December 31, 2001   At September 30, 2001
                        ---------------------- ----------------------
                                    (Dollars in thousands)

                         Number of              Number of
                        Receivables   Amount   Receivables   Amount
                        ----------- ---------- ----------- ----------
Servicing portfolio       241,178   $2,961,737   252,638   $3,127,164
Delinquencies:
  30-59 days                7,329   $   84,748     5,879   $   65,779
  60-89 days                3,605       44,100     3,001       36,804
  90 days or more           1,504       17,121     1,223       14,055
                        ----------- ---------- ----------- ----------
Total delinquencies        12,438   $  145,969    10,103   $  116,638
                        =========== ========== =========== ==========
Delinquency as a
 percentage of
 servicing portfolio        5.16%        4.93%     4.00%        3.73%


                                   Credit Loss Experience
                        ---------------------------------------------
                                    For the Quarter Ended
                        ---------------------------------------------
                          September 30, 2002        June 30, 2002
                        ---------------------- ----------------------
                                    (Dollars in thousands)

                         Number of              Number of
                        Receivables   Amount   Receivables   Amount
                        ----------- ---------- ----------- ----------

Average servicing
 portfolio                215,850   $2,647,480   224,928   $2,750,719

Gross charge-offs           3,676   $   44,134     3,584   $   44,146
Recoveries                              14,382                 16,104
                                    ----------             ----------
  Net charge-offs                   $   29,752             $   28,042
                                    ==========             ==========
Gross charge-offs as a
 percentage of average
 servicing portfolio (1)    6.81%        6.67%     6.37%        6.42%
Recoveries as a
 percentage of gross
 charge-offs                            32.59%                 36.48%
Net charge-offs as a
 percentage of average
 servicing portfolio (1)                 4.50%                  4.08%

(1) Annualized


                                   Credit Loss Experience
                                   ----------------------
                                    For the Quarter Ended
                                   ----------------------
                                       March 31, 2002
                                   ----------------------

                                    Number of
                                   Receivables   Amount
                                   ----------- ----------

Average servicing portfolio          234,476   $2,871,966

Gross charge-offs                      4,531   $   54,075
Recoveries                                         20,101
                                               ----------
  Net charge-offs                              $   33,974
                                               ==========
Gross charge-offs as a
 percentage of average
 servicing portfolio (1)               7.73%        7.53%
Recoveries as a percentage
 of gross charge-offs                              37.17%
Net charge-offs as a
 percentage of average
 servicing portfolio (1)                            4.73%

(1) Annualized


                                   Credit Loss Experience
                        ---------------------------------------------
                                    For the Quarter Ended
                        ---------------------------------------------
                          December 31, 2001      September 30, 2001
                        ---------------------- ----------------------
                                   (Dollars in thousands)

                         Number of              Number of
                        Receivables   Amount   Receivables   Amount
                        ----------- ---------- ----------- ----------

Average servicing
 portfolio                245,563   $3,027,302   253,491   $3,151,192

Gross charge-offs           4,169   $   47,776     3,638   $   46,652
Recoveries                              14,600                 17,704
                                    ----------             ----------
  Net charge-offs                   $   33,176             $   28,948
                                    ==========             ==========
Gross charge-offs as
 a percentage of
 average servicing
 portfolio (1)              6.79%        6.31%     5.74%        5.92%
Recoveries as a
 percentage of gross
 charge-offs                            30.56%                 37.95%
Net charge-offs as a
 percentage of average
 servicing portfolio (1)                 4.38%                  3.67%

(1) Annualized


                                  Credit Loss Experience
                        ---------------------------------------------
                                 For the Nine Months Ended
                        ---------------------------------------------
                          September 30, 2002     September 30, 2001
                        ---------------------- ----------------------
                                    (Dollars in thousands)

                         Number of              Number of
                        Receivables   Amount   Receivables   Amount
                        ----------- ---------- ----------- ----------
Average servicing
 portfolio                225,085   $2,756,721   254,487   $3,260,658

Gross charge-offs          11,791   $  142,354     9,692   $  121,744
Recoveries                              50,587                 47,097
                                    ----------             ----------
  Net charge-offs                   $   91,767             $   74,647
                                    ==========             ==========
Gross charge-offs as a
 percentage of average
 servicing portfolio (1)    6.98%        6.89%     5.08%        4.98%
Recoveries as a
 percentage of gross
 charge-offs                            35.54%                 38.69%
Net charge-offs as a
 percentage of average
 servicing portfolio (1)                 4.44%                  3.05%

(1) Annualized


    Liquidity

    At September 30, 2002, $445.5 million of warehouse capacity was utilized out of a total capacity of $550 million, and an additional $22.1 million was available to borrow based on the outstanding principal balance of eligible receivables. The company maintained cash on hand of $14.5 million at September 30, 2002. At present there is no additional funding available under the company's warehouse facilities. The company will be dependent on debtor-in-possession financing to continue funding receivable acquisitions, as described above.

    Earnings Before the Impact of Derivative Instruments

    In the normal course of business, the value of the company's assets held for sale changes as interest rates change. To mitigate the economic impact of changing interest rates, the company uses interest rate derivatives to hedge the held for sale assets. According to generally accepted accounting principles ("GAAP"), UAC is required to mark these instruments to market and recognize corresponding gains and losses in the income statement during the period in which the changes in the market values occur. At the time of the securitization of the underlying assets, the interest rate derivative contracts are settled, and any resulting gains or losses are included on the income statement with the corresponding gains or losses on the receivables sold.

    Pro Forma Portfolio-Based Financial Statements

    Following are pro forma portfolio-based statements of operations, which account for securitization transactions as secured financings rather than sales of receivables. In its consolidated financial statements prepared in accordance with GAAP, the company records a gain for the sale of receivables in securitization transactions primarily representing the discounted estimated future servicing cash flows to be received by the company related to the receivables sold. Future servicing cash flows are the projected cash flows resulting from the difference between the weighted average coupon rate of the receivables sold and the weighted average note rate paid to investors in the securitized trusts, less an allowance for estimated credit losses, the company's contractual servicing fee of 1.00% and ongoing trust and credit enhancement fees.
    The pro forma portfolio-based statements of earnings set forth below (following the presentation of the company's historical selected financial data), present the company's operating results under the assumption that securitization transactions are secured financings and no gain on sale, retained interest income, or servicing fee income is recognized. Instead, interest income, fee income, interest expense and other costs related to the asset-backed securities are recognized over the life of the securitized receivables. There is no provision or allowance for credit losses. Credit losses are recorded as incurred. The pro forma portfolio-based statements of operations and related data do not present the company's operating results in accordance with GAAP. The pro forma portfolio-based data is presented solely for illustrative purposes to assist readers in their understanding of the company's business and its financial performance. Such data is not intended to be an indication of any future results of operations of the company and such data does not provide all information that would be provided with financial statements prepared in accordance with GAAP if the company had accounted for its securitizations as secured financings.

    Conference Call Information

    UAC's senior management will host a conference call on Friday, November 1, 2002 at 3:30 p.m. EST. The call may be accessed through a toll-free telephone number at (877) 313-0551. A telephone replay will be available two hours after the completion of the call through November, 15, 2002 at midnight at (800) 642-1687; conference ID 6496859.

    About Union Acceptance

    UAC is an independent, indirect provider of automobile financing and servicing. The company's primary business is purchasing and servicing prime automobile retail installment sales contracts. These contracts are originated by dealerships affiliated with major domestic and foreign manufacturers, nationally recognized rental car outlets and used car superstores. UAC focuses on acquiring receivables related to late model used and, to a lesser extent, new automobiles purchased by customers who exhibit favorable credit profiles. Union Acceptance Corporation commenced business in 1986 and currently acquires receivables from more than 5,900 manufacturer-franchised dealerships in 39 states. By using state-of-the-art technology in a highly centralized underwriting and servicing environment, Union Acceptance Corporation enjoys one of the lowest cost operating structures in the independent prime automobile finance industry.

    Forward Looking Information

    This news release contains forward-looking statements regarding matters such as prospects for the company during and after completion of bankruptcy proceedings, profitability, delinquency and credit loss trends and estimates, recoveries of repossessed vehicles, receivable acquisitions, the impact of recent initiatives described on revenues and profits, efforts to address short-term and long-term capital needs, and other issues. Readers are cautioned that actual results may differ materially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, the difficulty inherent in predicting changes in delinquency and credit loss rates, changes in acquisition volume, the ability of the Company to collect newly implemented fees, limited availability of financing and other capital resources, general economic conditions that affect consumer loan performance and consumer borrowing practices and other important factors detailed in the Company's annual report on Form 10-K for the six months ended December 31, 2001 which was filed with the Securities and Exchange Commission.


                     Union Acceptance Corporation
                        Selected Financial Data
                              (Unaudited)
             (Dollars in thousands, except per share data)

Balance Sheet Data at:           September 30, 2002  December 31, 2001
----------------------------------------------------------------------
Assets

Cash and cash equivalents             $  14,485          $  14,244
Restricted cash                           9,382              4,650
Receivables held for sale, net          487,906            176,511
Retained interest in
 securitized assets                     141,527            198,251
Accrued interest receivable               2,736              1,323
Property, equipment, and
 leasehold improvements, net              3,525              8,516
Held for sale assets                      4,001                -
Refundable and deferred
 income taxes                            39,185             10,467
Other assets                             17,676             23,194
                                 -------------------------------------
   Total Assets                       $ 720,423          $ 437,156
                                 =====================================

Liabilities and Shareholders' Equity

Liabilities

Notes payable                         $ 445,483          $ 100,300
Term debt                               100,333            133,000
Accrued interest payable                  1,197              2,393
Amounts due to trusts                    19,452             18,610
Dealer premiums payable                     -                  -
Other payables and accrued expenses      24,828              8,153
                                 -------------------------------------
   Total Liabilities                    591,293            262,456
                                 -------------------------------------

Shareholders' Equity

Common stock                          $ 145,900          $ 145,374
Accumulated other comprehensive
 earnings, net of taxes                      23                450
Retained earnings (deficit)             (16,793)            28,876
                                 -------------------------------------
   Total Shareholders' Equity           129,130            174,700
                                 -------------------------------------
   Total Liabilities and
    Shareholders' Equity              $ 720,423          $ 437,156
                                 =====================================

----------------------------------------------------------------------
30+ Delinquency at:      Sept. 30, 2002  Dec. 31, 2001  Sept. 30, 2001
                         ---------------------------------------------

                                 4.22%          4.93%           3.73%

----------------------------------------------------------------------
Allowance Data at:

Allowance for estimated
 credit losses on
 securitized receivables   $   141,655    $   152,985     $   181,362
Securitized receivables
 serviced                  $ 2,127,420    $ 2,788,006     $ 3,088,051

Allowance as a percentage
 of securitized
 receivables serviced            6.66%          5.49%           5.87%

----------------------------------------------------------------------
Managed Receivable Data at:

Receivables held for sale  $   481,328    $   173,731     $    39,113
Other                               56             79              79
Securitized                  2,127,420      2,788,006       3,088,051
Receivables serviced
 for others                        171            259             302
                         ---------------------------------------------
  Total Servicing
   Portfolio               $ 2,608,975    $ 2,962,075     $ 3,127,545
                         =============================================

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


                     Union Acceptance Corporation
                        Selected Financial Data
                              (Unaudited)
             (Dollars in thousands, except per share data)

                                                 Three Months Ended
                                                    September 30,

                                             -------------------------
Income Statement Data for the Period:             2002         2001
----------------------------------------------------------------------

Interest on receivables held for sale        $    10,892  $     5,457
Retained interest and other                        4,747        5,943
                                             -------------------------
   Total interest income                          15,639       11,400
Interest expense                                   5,533        4,685
                                             -------------------------
   Net interest margin                            10,106        6,715
Provision for estimated credit losses              2,195          650
                                             -------------------------
   Net interest margin after
    provision for estimated credit losses          7,911        6,065

Gain (loss) on sales of receivables                  -          7,962
Revaluation of retained interest                 (46,764)     (44,000)
Gain (loss) on interest rate derivatives
 on securitized receivables                          -         (2,584)
Gain (loss) on interest rate derivatives
 on held for sale receivables                    (10,805)         -
Servicing fee income                               5,818        7,610
Late charges and other fees                        2,477        1,505
                                             -------------------------
   Other revenues                                (49,274)     (29,507)
                                             -------------------------
Salaries and benefits                              7,537        7,761
Other expenses                                     5,268        5,504
                                             -------------------------
   Total operating expenses                       12,805       13,265
                                             -------------------------
   Loss before income tax benefit                (54,168)     (36,707)
Income tax benefit                               (19,750)     (13,375)
                                             -------------------------
Net earnings (loss) before discontinued
 operations and cumulative effect of change
 in accounting principal                     $   (34,418) $   (23,332)
Discontinued Operations, net of tax                1,033          465
                                             -------------------------
    Net loss                                 $   (35,451) $   (23,797)
                                             =========================

----------------------------------------------------------------------
Per Common Share Data:

Loss before discontinued operations and
 cumulative effect of change in
 accounting principal (basic and diluted)    $     (1.11) $     (0.75)
Discontinued operations (basic and diluted)        (0.03)       (0.02)
Cumulative effect of change
 in accounting principal (basic and diluted)         -            -
                                             -------------------------
    Net loss (basic and diluted)             $     (1.14) $     (0.77)
                                             =========================

Book value                                   $      4.16  $      5.62
Weighted average shares outstanding           31,019,150   30,910,074

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

Receivable Acquisitions:                     $   223,270  $   258,424

Receivables Sold:                            $       -    $   270,001

----------------------------------------------------------------------
Ratios:

Return on average managed assets                  -4.91%       -2.75%
Return on average shareholders' equity          -100.86%      -50.39%
Operating expenses as a percentage
 of average servicing portfolio                    1.93%        1.68%

----------------------------------------------------------------------
Portfolio Performance:

Net credit loss (annualized
 for the period ended)                             4.50%        3.67%

----------------------------------------------------------------------
Pro forma information for the earnings impact
 of derivative instruments on held for sale
 receivables related to FAS 133:

Total revenues                               $   (33,635) $   (18,107)
Pro forma adjustment                              10,805          -
                                             -------------------------
Pro forma total revenues                     $   (22,830) $   (18,107)
                                             =========================

Pro forma net loss before discontinued
 operations and cumulative effect of
 change in accounting principal              $   (27,557) $   (23,332)
Pro forma net loss                           $   (28,590) $   (23,797)
Pro forma loss per common share before
 discontinued operations and cumulative
 effect of change in accounting
 principal (diluted and basic)               $     (0.89) $     (0.75)
Pro forma loss per common share (diluted
 and basic)                                  $     (0.92) $     (0.77)
Pro forma return on average managed assets        -3.96%       -2.75%
Pro forma return on
 average shareholders' equity                    -81.34%      -50.39%

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

                     Union Acceptance Corporation
                        Selected Financial Data
                              (Unaudited)
             (Dollars in thousands, except per share data)

                                                 Nine Months Ended
                                                    September 30,

                                             -------------------------
Income Statement Data for the Period:             2002         2001
----------------------------------------------------------------------

Interest on receivables held for sale        $    21,825  $    20,028
Retained interest and other                       15,669       23,243
                                             -------------------------
   Total interest income                          37,494       43,271
Interest expense                                  14,351       18,960
                                             -------------------------
   Net interest margin                            23,143       24,311
Provision for estimated credit losses              4,309        1,665
                                             -------------------------
   Net interest margin after
    provision for estimated credit losses         18,834       22,646

Gain (loss) on sales of receivables                7,283       33,406
Revaluation of retained interest                 (65,600)     (70,496)
Gain (loss) on interest rate derivatives
 on securitized receivables                         (976)     (15,412)
Gain (loss) on interest rate derivatives
 on held for sale receivables                    (16,546)       4,769
Servicing fee income                              19,221       23,464
Late charges and other fees                        6,649        4,669
                                             -------------------------
   Other revenues                                (49,969)     (19,600)
                                             -------------------------
Salaries and benefits                             22,020       24,131
Other expenses                                    16,186       16,492
                                             -------------------------
   Total operating expenses                       38,206       40,623
                                             -------------------------
    Loss before income tax benefit               (69,341)     (37,577)
    Income tax benefit                           (25,255)     (13,647)
                                             -------------------------
Net earnings (loss) before discontinued
 operations and cumulative effect of change
 in accounting principal                     $   (44,086) $   (23,930)
Discontinued Operations, net of tax                1,583        1,507
Cumulative effect of change in accounting
 principal, net of tax                               -            989
                                             -------------------------
    Net loss                                 $   (45,669) $   (26,426)
                                             =========================

----------------------------------------------------------------------
Per Common Share Data:

Loss before discontinued operations and
 cumulative effect of change in
 accounting principal (basic and diluted)    $     (1.42) $     (1.18)
Discontinued operations (basic and diluted)        (0.05)       (0.07)
Cumulative effect of change
 in accounting principal (basic and diluted)         -          (0.05)
                                             -------------------------
    Net loss (basic and diluted)             $     (1.47) $     (1.30)
                                             =========================

Book value                                   $      4.03  $      5.62
Weighted average shares outstanding           30,975,995   20,326,958

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

Receivable Acquisitions:                     $   625,928  $   793,865

Receivables Sold:                            $   300,000  $   993,021

----------------------------------------------------------------------
Ratios:

Return on average managed assets                  -1.17%       -0.98%
Return on average shareholders' equity           -22.12%      -23.36%
Operating expenses as a percentage
 of average servicing portfolio                    1.85%        1.66%

----------------------------------------------------------------------
Portfolio Performance:

Net credit loss (annualized
 for the period ended)                             4.44%        3.05%

----------------------------------------------------------------------
Pro forma information for the earnings impact
 of derivative instruments on held for sale
 receivables related to FAS 133:

Total revenues                               $   (12,475) $    23,671
Pro forma adjustment                              16,546       (4,769)
                                             -------------------------
Pro forma total revenues                     $     4,071  $    18,902
                                             =========================

Pro forma net earnings (loss) before
 discontinued operations and cumulative
 effect of change in accounting principal    $   (33,579) $   (26,958)
Pro forma net earnings (loss)                $   (35,162) $   (29,454)
Pro forma earnings (loss) per common share
 before discontinued operations and
 cumulative effect of change in
 accounting principal (diluted and basic)    $     (1.08) $     (1.33)
Pro forma earnings (loss)
 per common share (diluted and basic)        $     (1.14) $     (1.45)
Pro forma return on average managed assets        -1.56%       -1.10%
Pro forma return on
 average shareholders' equity                    -29.44%      -26.04%

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


                     Union Acceptance Corporation
              Pro Forma Portfolio-Based Financial Data(1)
                        (Dollars in thousands)
                              (Unaudited)

----------------------------------------------------------------------
The pro forma portfolio-based statements of earnings were as follows:

                       Three Months Ended        Nine Months Ended
                          September 30              September 30
                   ------------------------- -------------------------
                       2002         2001         2002         2001
                   ------------ ------------ ------------ ------------
Interest income,
 fee and
 other income      $    81,164  $   100,347  $   255,233  $   315,477
Funding costs          (43,480)     (58,031)    (140,701)    (186,231)
                   ------------ ------------ ------------ ------------
Net margin              37,684       42,316      114,532      129,246
Operating expenses     (12,805)     (13,265)     (38,206)     (40,623)
Credit losses          (29,767)     (28,948)     (91,783)     (74,647)
                   ------------ ------------ ------------ ------------
Pre-tax
 portfolio-based
 earnings (loss)        (4,888)         103      (15,457)      13,976
Income taxes(2)          1,804          (37)       5,704       (5,156)
                   ------------ ------------ ------------ ------------
Net portfolio-based
 earnings (loss)   $    (3,084) $        66  $    (9,753) $     8,820
                   ============ ============ ============ ============

Portfolio-based
 earnings (loss)
 per share         $     (0.10) $      -     $     (0.31) $      0.43
                   ============ ============ ============ ============

----------------------------------------------------------------------
The pro forma return on average managed receivables was as follows:

                       Three Months Ended        Nine Months Ended
                          September 30              September 30
                   ------------------------- -------------------------
                       2002         2001         2002         2001
                   ------------ ------------ ------------ ------------
Interest income,
 fee and
 other income           12.26%       12.74%       12.34%       12.90%
Funding costs           -6.57%       -7.37%       -6.81%       -7.62%
                   ------------ ------------ ------------ ------------
Net margin               5.69%        5.37%        5.53%        5.28%
Operating expenses      -1.93%       -1.68%       -1.85%       -1.66%
Credit losses           -4.50%       -3.67%       -4.44%       -3.05%
                   ------------ ------------ ------------ ------------
Pre-tax
 portfolio-based
 earnings (loss)        -0.74%        0.02%       -0.76%        0.57%
Income taxes             0.27%        0.00%        0.28%       -0.21%
                   ------------ ------------ ------------ ------------
Net portfolio-based
 earnings (loss)        -0.47%        0.02%       -0.48%        0.36%
                   ============ ============ ============ ============

Average Managed
 Receivables       $ 2,647,529  $ 3,151,256  $ 2,756,779  $ 3,260,722


----------------------------------------------------------------------
The following is a reconciliation of the pro forma portfolio-based net
earnings to GAAP net earnings:

                       Three Months Ended        Nine Months Ended
                          September 30              September 30
                   ------------------------- -------------------------
                       2002         2001         2002         2001
                   ------------ ------------ ------------ ------------
GAAP Net
 income (loss)     $   (35,451) $   (23,797) $   (45,669) $   (26,426)

Gain on sales of
 receivables, net       46,947       36,093       58,732       38,133
Retained interest
 and other              (4,025)      (4,374)     (13,426)     (17,566)
Servicing fee           (5,818)      (7,610)     (19,221)     (23,464)
Net margin              28,944       38,414       97,753      117,778
Credit losses          (29,767)     (28,948)     (91,783)     (74,647)
Provision for
 estimated credit
 losses                  2,195          650        4,309        1,665
Gain (loss) on
 interest rate
 derivatives            10,805        2,584       17,523       10,644
Discontinued
 Operations              1,033          465        1,583        1,507
                   ------------ ------------ ------------ ------------
Net adjustments         50,314       37,274       55,470       54,050
Tax effect
 of adjustments        (17,947)     (13,411)     (19,554)     (18,804)
                   ------------ ------------ ------------ ------------
Net portfolio-based
 earnings (loss)   $    (3,084) $        66  $    (9,753) $     8,820
                   ============ ============ ============ ============


(1) These portfolio-based financial statements do not present the
    Company's results of operations in accordance with GAAP and are
    provided for illustrative purposes only.

(2) Tax effect is based upon the Company's effective tax rate for the
    respective period.