Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-14116
CONSUMER PORTFOLIO SERVICES, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
33-0459135
(I.R.S. Employer Identification No.)
3800 Howard Hughes Pkwy, Las Vegas, NV
(Address of principal executive offices)
89169
(Zip Code)
Registrant’s telephone number, including area code: (949) 753-6800
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, no par value
Trading Symbol(s)
CPSS
Name of each exchange on which registered
The Nasdaq Stock Market LLC (Global Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐
Accelerated Filer ☒
Smaller reporting company ☒
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
The aggregate market value of the 16,289,020 shares of the registrant’s common stock held by non-affiliates as of the date of filing of this report, based
upon the closing price of the registrant’s common stock of $2.83 per share reported by Nasdaq as of June 30, 2020, was approximately $46,097,927. For
purposes of this computation, a registrant sponsored pension plan and all directors and executive officers are deemed to be affiliates. Such determination is
not an admission that such plan, directors and executive officers are, in fact, affiliates of the registrant. The number of shares of the registrant's Common
Stock outstanding on March 3, 2021 was 22,763,433.
The proxy statement for registrant’s 2020 annual shareholders meeting is incorporated by reference into Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Exhibits, Financial Statement Schedules
PART IV
i
1
16
not applicable
30
30
not applicable
30
32
34
36
57
57
57
58
58
59
59
59
59
59
60
Item 1. Business
Overview
PART I
We are a specialty finance company. Our primary business is to purchase and service retail automobile contracts originated primarily by franchised
automobile dealers and select independent dealers in the United States in the sale of new and used automobiles, light trucks and passenger vans. Through
our automobile contract purchases, we provide indirect financing to the customers of dealers who have limited credit histories or past credit problems, who
we refer to as sub-prime customers. We serve as an alternative source of financing for dealers, facilitating sales to customers who otherwise might not be
able to obtain financing from traditional sources, such as commercial banks, credit unions and the captive finance companies affiliated with major
automobile manufacturers. In addition to purchasing installment purchase contracts directly from dealers, we have also acquired installment purchase
contracts in four merger and acquisition transactions. We also offer financing directly to sub-prime consumers to facilitate their purchase of a new or used
automobile, light truck, or passenger van. In this report, we refer to all such contracts and loans as "automobile contracts" and all such purchases or
acquisitions as “originations” or “acquisitions”.
We were incorporated and began our operations in March 1991. We consist of Consumer Portfolio Services, Inc. and subsidiaries (collectively,
“we,” “us,” “CPS” or “the Company”). From inception through December 31, 2020, we have purchased a total of approximately $17.0 billion of
automobile contracts from dealers. In addition, we acquired a total of approximately $822.3 million of automobile contracts in mergers and acquisitions in
2002, 2003, 2004 and 2011. Contract purchase volumes and managed portfolio levels for the five years ended December 31, 2020 are shown in the table
below. Managed portfolio comprises both contracts we owned and those we were servicing for non-affiliates.
Contract Purchases and Outstanding Managed Portfolio
Year
2016
2017
2018
2019
2020
$ in thousands
Contracts
Purchased in Period
Managed Portfolio
at Period End
$
1,088,785 $
859,069
902,416
1,002,782
742,584
2,308,070
2,333,530
2,380,847
2,416,042
2,174,972
Our principal executive offices are in Las Vegas, Nevada. Most of our operational and administrative functions take place in Irvine, California.
Credit and underwriting functions are performed primarily in our California branch with certain of these functions also performed in our Florida and
Nevada branches. We service our automobile contracts from our California, Nevada, Virginia, Florida, and Illinois branches.
Most of our contract acquisitions volume results from our purchases of retail installment sales contracts from franchised or independent
automobile dealers. We establish relationships with dealers through our employee sales representatives, who contact prospective dealers to explain our
automobile contract purchase programs, and thereafter provide dealer training and support services. Our sales representatives represent us exclusively.
They may work from our Irvine branch, our Las Vegas branch, or in the field, in which case they work from their homes and support dealers in their
geographic area. Our sales representatives present dealers with a sales package, which includes our promotional material containing the terms offered by us
for the purchase of automobile contracts, a copy of our standard-form dealer agreement, and required documentation relating to automobile contracts. As of
December 31, 2020, we had 59 sales representatives, and in that month, we received applications from 6,937 dealers in 46 states. As of December 31, 2020,
approximately 77% of our active dealers were franchised new car dealers that sell both new and used vehicles, and the remainder were independent used
car dealers.
1
We also solicit credit applications directly from prospective automobile consumers through the internet under a program we refer to as our direct
lending platform. For qualified applicants we offer terms similar to those that we offer through dealers, though without a down payment requirement and
with more restrictive loan-to-value and credit score requirements. Applicants approved in this fashion are free to shop for and purchase a vehicle from a
dealer of their choosing, after which we enter into a note and security agreement directly with the consumer. During the year ended December 31, 2020
automobile contracts originated under the direct lending platform represented 2.8% of our total acquisitions and represented 2.4% of our outstanding
managed portfolio as of December 31, 2020. Regardless of whether an automobile contract is originated from one of our dealers or through our direct
lending platform, the discussion that follows regarding our acquisitions guidelines, procedures and demographic statistics applies to all of our originated
contracts.
For the years ended December 31, 2020 and 2019, approximately 76% of the automobile contracts originated under our programs consisted of
financing for used cars and 24% consisted of financing for new cars.
We originate automobile contracts with the intention of financing them on a long-term basis through securitizations. Securitizations are
transactions in which we sell a specified pool of automobile contracts to a special purpose subsidiary of ours. The subsidiary in turn issues (or contributes
to a trust that issues) asset-backed securities, which are purchased by institutional investors. Since 1994, we have completed 87 term securitizations of
approximately $14.9 billion in automobile contracts. We depend upon the availability of short-term warehouse credit facilities as interim financing for our
contract purchases prior to the time we pool those contracts for a securitization. As of December 31, 2020, we had three such short-term warehouse
facilities, each with a maximum borrowing amount of $100 million. In February 2021, we repaid in full one of the facilities at maturity, leaving us with two
facilities of $100 million each thereafter.
Sub-Prime Auto Finance Industry
Automobile financing is the second largest consumer finance market in the United States. The automobile finance industry can be considered a
continuum where participants choose to provide financing to consumers in various segments of the spectrum of creditworthiness depending on each
participant’s business strategy. We operate in a segment of the spectrum that is frequently referred to as sub-prime since we provide financing to less credit-
worthy borrowers at higher rates of interest than more credit-worthy borrowers are likely to obtain.
Traditional automobile finance companies, such as banks, their subsidiaries, credit unions and captive finance subsidiaries of automobile
manufacturers, generally lend to the most creditworthy, or so-called prime, borrowers, although some traditional lenders are significant participants in the
sub-prime segment in which we operate. Historically, independent companies specializing in sub-prime automobile financing and subsidiaries of larger
financial services companies have competed in the sub-prime segment which we believe remains highly fragmented, with no single company having a
dominant position in the market.
Our automobile financing programs are designed to serve sub-prime customers, who generally have limited credit histories or past credit
problems. Because we serve customers who are unable to meet certain credit standards, we incur greater risks, and generally receive interest rates higher
than those charged in the prime credit market. We also sustain a higher level of credit losses because of the higher risk customers we serve.
Coronavirus Pandemic
In December 2019, a new strain of coronavirus (the “COVID-19 virus”) originated in Wuhan, China. Since its discovery, the COVID-19 virus has
spread throughout the world, and the outbreak has been declared to be a pandemic by the World Health Organization. We refer from time to time in this
report to the outbreak and spread of the COVID-19 virus as “the pandemic.” In March 2020 at the outset of the pandemic we complied with government
mandated shutdown orders in the five locations we operate by arranging for many of our staff to work from home and invoking various safety protocols for
workers who remained in our offices. In April 2020, we laid off approximately 100 workers, or about 10% of our workforce, throughout our offices
because of significant reductions in new contract originations. As of December 31, 2020, most of our staff who work in the Irvine location were working
from home, while most of our staff from our other locations were working from our offices. Other effects of the pandemic on our operations are referred to
throughout this report.
2
Contract Acquisitions
When a retail automobile buyer elects to obtain financing from a dealer, the dealer takes a credit application to submit to its financing sources.
Typically, a dealer will submit the buyer's application to more than one financing source for review. We believe the dealer’s decision to choose a financing
source is based primarily on: (i) the interest rate and monthly payment made available to the dealer's customer; (ii) any fees to be charged to (or paid to) the
dealer by the financing source; (iii) the timeliness, consistency, and predictability of response; (iv) funding turnaround time; (v) any conditions to purchase;
and (vi) the financial stability of the financing source. Dealers can send credit applications to us by entering the necessary data on our website or through
one of two third-party application aggregators. For the year ended December 31, 2020, we received 1.6 million applications. Approximately 68% of all
applications came through DealerTrack (the industry leading dealership application aggregator), 29% via another aggregator, Route One and 3% via our
website. A portion of the DealerTrack and Route One volume are applications from our pass-through arrangements with other lenders who send us
applications from their dealers in cases where those lenders choose not to approve those applications. For the year ended December 31, 2020, such pass-
through applications represented 15% of our total applications. For the year ended December 31, 2020, our automated application decisioning system
produced our initial decision within seconds on approximately 99% of those applications.
Upon receipt an application, if the application meets certain minimum criteria, we immediately order two credit reports to document the buyer's
credit history and an alternative data credit score provided by a major credit reporting bureau. If, upon review by our proprietary automated decisioning
system, or in some cases, one of our credit analysts, we determine that the applicant and structure of the automobile financing contract meets our criteria,
we advise the dealer of our decision to approve the contract and the terms under which we will purchase it. In some cases where we don’t grant an
approval, we may discuss with the dealer alternatives from the terms proposed or request and review further information from the dealer.
Dealers with which we do business are under no obligation to submit any automobile contracts to us, nor are we obligated to purchase any
automobile contracts from them. During the year ended December 31, 2020, no dealer accounted for as much as 1% of the total number of automobile
contracts we purchased.
Under our direct lending platform, the applicant submits a credit application directly to us via our website, or in some cases, through a third-party
who accepts such applications and refers them to us for a fee. In either case, we process the application with the same automated application decisioning
process as described above for applications from dealers. We then advise the applicant as to whether we would grant them credit and on what terms.
The following table sets forth the geographical sources of the automobile contracts we originated (based on the addresses of the customers as
stated on our records) during the years ended December 31, 2020 and 2019.
Contracts Purchased During the Year Ended
December 31, 2020
December 31, 2019
Number
Percent (1)
Number
Percent (1)
California
Ohio
Indiana
North Carolina
Texas
Florida
Kentucky
Other States
Total
____________________
(1) Percentages may not total to 100.0% due to rounding.
5,370
4,425
2,149
2,121
2,033
1,784
1,481
20,524
39,887
3
13.5%
11.1%
5.4%
5.3%
5.1%
4.5%
3.7%
51.5%
100.0%
7,056
6,067
3,524
3,016
2,371
2,739
2,612
28,534
55,919
12.6%
10.8%
6.3%
5.4%
4.2%
4.9%
4.7%
51.0%
100.0%
The following table sets forth the geographic concentrations of our outstanding managed portfolio as of December 31, 2020 and 2019.
Outstanding Managed Portfolio as of
December 31, 2020
December 31, 2019
Amount
Percent (1)
Amount
Percent (1)
California
Ohio
Texas
North Carolina
Florida
All others
Total
$
$
251.5
199.9
126.3
125.9
112.3
1,359.1
2,175.0
_______________________
(1) Percentages may not total to 100.0% due to rounding.
($ in millions)
11.6% $
9.2%
5.8%
5.8%
5.2%
62.5%
100.0% $
250.2
203.0
144.6
139.9
133.9
1,544.4
2,416.0
10.4%
8.4%
6.0%
5.8%
5.5%
63.9%
100.0%
We purchase automobile contracts from dealers at a price generally computed as the total amount financed under the automobile contracts,
adjusted for an acquisition fee, which may be comprised of multiple components and which may either increase or decrease the automobile contract
purchase price we pay. The amount of the acquisition fee, and whether it results in an increase or decrease to the automobile contract purchase price, is
based on the perceived credit risk of and, in some cases, the interest rate on the automobile contract. The following table summarizes the average net
acquisition fees we charged dealers and the weighted average annual percentage rate on our purchased contracts for the periods shown:
Average net acquisition fee charged (paid) to dealers
(1)
Average net acquisition fee as % of amount financed
(1)
Weighted average annual percentage interest rate
______________________
(1) Not applicable to direct lending platform
2020
2019
2018
2017
2016
$
71 $
(25) $
(238) $
(34) $
15
0.4%
19.3%
-0.1%
19.2%
-1.4%
18.3%
-0.2%
19.1%
0.1%
19.2%
Our pricing strategy is driven by our objectives for new contract purchase quantities and yield. We believe that levels of acquisition fees are
determined primarily by competition in the marketplace, which has been robust over the periods presented, and by our pricing strategy. The competitive
environment in 2017 and 2018 resulted in generally higher fees paid to dealers in conjunction with our contract acquisitions, compared to the years 2016
and earlier when dealers were generally paying us fees. In the fourth quarter of 2018, we recalibrated our risk-based scoring and pricing model. This
recalibration, and trends in the competitive environment since then, have resulted in generally higher contract interest rates and lower fees paid to dealers
since that time. Paying fees to dealers increases our capital requirements for acquiring contracts.
We have offered eight different financing programs, and price each program according to the relative credit risk. Our programs cover a wide band
of the sub-prime credit spectrum and are labeled as follows:
First Time Buyer – This program accommodates an applicant who has limited significant past credit history, such as a previous auto loan. Since
the applicant has limited credit history, the contract interest rate and dealer acquisition fees tend to be higher, and the loan amount, loan-to-value ratio,
down payment, and payment-to-income ratio requirements tend to be more restrictive compared to our other programs.
4
Mercury / Delta – This program accommodates an applicant who may have had significant past non-performing credit including recent
derogatory credit. As a result, the contract interest rate and dealer acquisition fees tend to be higher, and the loan amount, loan-to-value ratio, down
payment, and payment-to-income ratio requirements tend to be more restrictive compared to our other programs.
Standard – This program accommodates an applicant who may have significant past non-performing credit, but who has also exhibited some
performing credit in their history. The contract interest rate and dealer acquisition fees are comparable to the First Time Buyer and Mercury/Delta
programs, but the loan amount and loan-to-value ratio requirements are somewhat less restrictive.
Alpha – This program accommodates applicants who may have a discharged bankruptcy, but who have also exhibited performing credit. In
addition, the program allows for homeowners who may have had other significant non-performing credit in the past. The contract interest rate and dealer
acquisition fees are lower than the Standard program, down payment and payment-to-income ratio requirements are somewhat less restrictive.
Alpha Plus – This program accommodates applicants with past non-performing credit, but with a stronger history of recent performing credit,
such as auto or mortgage related credit, and higher incomes than the Alpha program. Contract interest rates and dealer acquisition fees are lower than the
Alpha program.
Super Alpha – This program accommodates applicants with past non-performing credit, but with a somewhat stronger history of recent
performing credit, including auto or mortgage related credit, and higher incomes than the Alpha Plus program. Contract interest rates and dealer
acquisition fees are lower, and the maximum loan amount is somewhat higher, than the Alpha Plus program.
Preferred - This program accommodates applicants with past non-performing credit, but who demonstrate a somewhat stronger history of recent
performing credit than the Super Alpha program. Contract interest rates and dealer acquisition fees are lower, and the maximum loan amount is somewhat
higher than the Super Alpha program.
Our upper credit tier products, which are our Preferred, Super Alpha, Alpha Plus and Alpha programs, accounted for approximately 75% of our
new contract acquisitions in 2020, 76% in 2019, and 79% in 2018, measured by aggregate amount financed.
The following table identifies the credit program, sorted from highest to lowest credit quality, under which we originated automobile contracts
during the years ended December 31, 2020 and 2019.
Program
Preferred
Super Alpha
Alpha Plus
Alpha
Standard
Mercury / Delta
First Time Buyer
Contracts Purchased During the Year Ended (1)
December 31, 2020
December 31, 2019
(dollars in thousands)
Amount
Financed
Percent (1)
Amount
Financed
Percent (1)
$
$
59,891
96,764
165,374
237,379
109,061
46,948
27,167
742,584
8.1% $
13.0%
22.3%
32.0%
14.7%
6.3%
3.7%
100.0% $
82,722
125,113
221,125
337,814
149,531
58,119
28,358
1,002,782
8.2%
12.5%
22.1%
33.7%
14.9%
5.8%
2.8%
100.0%
___________________
(1) Percentages may not total to 100.0% due to rounding.
5
We attempt to control misrepresentation regarding the customer's credit worthiness by carefully screening the automobile contracts we originate,
by establishing and maintaining professional business relationships with dealers, and by including certain representations and warranties by the dealer in
the dealer agreement. Pursuant to the dealer agreement, we may require the dealer to repurchase any automobile contract if the dealer breaches its
representations or warranties. There can be no assurance, however, that any dealer will have the willingness or the financial resources to satisfy their
repurchase obligations to us.
Contract Funding
For automobile contracts that we purchase from dealers, we require that the contract be originated by a dealer that has entered into a dealer
agreement with us. Under our direct lending platform, we require the customer to sign a note and security agreement. In each case, the contract is secured
by a first priority lien on a new or used automobile, light truck or passenger van and must meet our funding criteria. In addition, each automobile contract
requires the customer to maintain physical damage insurance covering the financed vehicle and naming us as a loss payee. We may, nonetheless, suffer a
loss upon theft or physical damage of any financed vehicle if the customer fails to maintain insurance as required by the automobile contract and is unable
to pay for repairs to or replacement of the vehicle.
We believe that our funding criteria enable us to effectively evaluate the creditworthiness of sub-prime customers and the adequacy of the financed
vehicle as security for an automobile contract. The funding criteria include standards for price, term, amount of down payment, monthly payment, and
interest rate; mileage, age and type of vehicle; principal amount of the automobile contract in relation to the value of the vehicle; customer income level,
employment and residence stability, credit history and debt service ability, as well as other factors. Specifically, our funding guidelines generally limit the
maximum principal amount of a purchased automobile contract to 115% of wholesale book value in the case of used vehicles or to 115% of the
manufacturer's invoice in the case of new vehicles, plus, in each case, sales tax, licensing and, when the customer purchases such additional items, a service
contract or a product to supplement the customer’s casualty policy in the event of a total loss of the related vehicle. We generally do not finance vehicles
that are more than 11 model years old or have more than 150,000 miles. The maximum term of a purchased contract is 75 months, although we consider the
loan to value and mileage as significant factors in determining the maximum term of a contract. Automobile contract purchase criteria are subject to change
from time to time as circumstances may warrant. Prior to purchasing an automobile contract, our funding staff verify the customer's employment, income,
residency, and credit information by contacting various parties noted on the customer's application, credit information bureaus and other sources. In
addition, we contact each customer by telephone to confirm that the customer understands and agrees to the terms of the related automobile contract.
During this "welcome call," we also ask the customer a series of open-ended questions about his application and the contract, which may uncover potential
misrepresentations.
Credit Scoring. We use proprietary scoring models to assign each automobile contract two internal "credit scores" at the time the application is
received, and the customer's credit information is retrieved from the credit reporting agencies. These proprietary scores are used to help determine whether
we want to approve the application and, if so, the program and pricing we will offer either to the dealer, or in the case of our direct lending platform,
directly to the customer. Our internal credit scores are based on a variety of parameters including the customer's credit history, data derived from alternative
sources such as utilities, telecom, and social media, length of employment, residence stability and total income. Once a vehicle is selected by the customer
and a proposed deal structure is provided to us, our scores will then consider various deal structure parameters such as down payment amount, loan to
value, payment to income and the make and mileage of the vehicle. We have developed our credit scores utilizing statistical risk management techniques
and historical performance data from our managed portfolio. We believe this improves our allocation of credit evaluation resources, enhances our
competitiveness in the marketplace and manages the risk inherent in the sub-prime market.
6
Characteristics of Contracts. All the automobile contracts we purchase are fully amortizing and provide for level payments over the term of the
automobile contract. All automobile contracts may be prepaid at any time without penalty. The table below compares certain characteristics, at the time of
origination, of our contract purchases for the years ended December 31, 2020 and 2019:
Average Original Amount Financed
Weighted Average Original Term
Average Down Payment Percent
Average Vehicle Purchase Price
Average Age of Vehicle
Average Age of Customer
Average Time in Current Job
Average Household Annual Income
Contracts Purchased During the Year Ended
December 31, 2020
December 31, 2019
$
$
$
18,617 $
69 months
8.9%
17,946 $
4 years
42 years
5 years
59,000 $
17,933
68 months
7.9%
17,257
4 years
42 years
5 years
58,000
Dealer Compliance. The dealer agreement and related assignment contain representations and warranties by the dealer that an application for state
registration of each financed vehicle, naming us as secured party with respect to the vehicle, was effected by the time of sale of the related automobile
contract to us, and that all necessary steps have been taken to obtain a perfected first priority security interest in each financed vehicle in favor of us under
the laws of the state in which the financed vehicle is registered. To the extent that we do not receive such state registration within three months of
purchasing the automobile contract, our dealer compliance group will work with the dealer to rectify the situation. If these efforts are unsuccessful, we
generally will require the dealer to repurchase the automobile contract.
Coronavirus Pandemic
Since the onset of the pandemic and related shutdowns and interruptions to the economy, we have experienced a decrease in monthly contract
purchase volumes compared to the prior year period and compared to our first quarter of 2020.
Servicing and Collections
We currently service all automobile contracts that we own as well as those automobile contracts that are included in portfolios that we have
financed in securitizations or service for third parties. We organize our servicing activities based on the tasks performed by our personnel. Our servicing
activities consist of mailing monthly billing statements; contacting obligors whose payments are late; accounting for and posting of all payments received;
responding to customer inquiries; taking all necessary action to maintain the security interest granted in the financed vehicle or other collateral; skip
tracing; repossessing and liquidating the collateral when necessary; collecting deficiency balances; and generally monitoring each automobile contract and
the related collateral. For contracts that we securitize, we are typically entitled to receive a base monthly servicing fee equal to 2.5% per annum computed
as a percentage of the declining outstanding principal balance of the non-charged-off automobile contracts. The servicing fee is included in interest income
for contracts that are pledged to a warehouse credit facility or a securitization transaction.
Collection Procedures. We believe that our ability to monitor performance and collect payments owed from sub-prime customers is primarily a
function of our collection approach and support systems. We believe that if payment problems are identified early and our collection staff works closely
with customers to address these problems, it is possible to correct many problems before they deteriorate further. To this end, we utilize pro-active
collection procedures, which include making early and frequent contact with delinquent customers; educating customers as to the importance of
maintaining good credit; and employing a consultative and customer service approach to assist the customer in meeting his or her obligations, which
includes attempting to identify the underlying causes of delinquency and cure them whenever possible. In support of our collection activities, we maintain a
computerized collection system specifically designed to service automobile contracts with sub-prime customers. We engage a nearshore third-party call
center to supplement the efforts the collectors in our five branch locations. As of December 31, 2020, our nearshore partner had approximately 30 agents
assigned to our relationship.
7
We attempt to make telephonic contact with delinquent customers from one to 20 days after their monthly payment due date, depending on our
risk-based assessment of the customer’s likelihood of payment during early stages of delinquency. If a customer has authorized us to do so, we may also
send automated text message reminders at various stages of delinquency and our collectors may also choose to contact a customer via text message instead
of, or in addition to, via telephone. Our customers can contact us via a toll-free number where they may choose to speak with a collector or to use our
automated voice response system to access information about their account or to make a payment. They may respond to our collector’s text messages or
chat with one of our collectors while logged into our website. Our contact priorities may be based on the customers' physical location, stage of delinquency,
size of balance or other parameters. Our collectors inquire of the customer the reason for the delinquency and when we can expect to receive the payment.
The collector will attempt to get the customer to make an electronic payment over the phone or a promise for the payment for a time generally not to
exceed one week from the date of the call. If the customer makes such a promise, the account is routed to a promise queue and is not contacted until the
outcome of the promise is known. If the payment is made by the promise date and the account is no longer delinquent, the account is routed out of the
collection system. If the payment is not made, or if the payment is made, but the account remains delinquent, the account is returned to a collector’s queue
for subsequent contacts.
If a customer fails to make or keep promises for payments, or if the customer is uncooperative or attempts to evade contact or hide the vehicle, a
supervisor will review the collection activity relating to the account to determine if repossession of the vehicle is warranted. Generally, such a decision will
occur between the 60th and 90th day past the customer's payment due date, but could occur sooner or later, depending on the specific circumstances.
Contracts originated since January 2018 are accounted for at fair value and the economic impact of repossessions is incorporated into the estimated net
yield on those contracts. For contracts originated prior to January 2018, which are not accounted for at fair value, we suspend interest accruals on contracts
where the vehicle has been repossessed and reclassify the remaining automobile contract balance to other assets. In addition, we apply a specific reserve to
such contracts so that the net balance represents the estimated remaining balance after the proceeds of the sale of the vehicle are applied, net of related
costs.
If we elect to repossess the vehicle, we assign the task to an independent national repossession service. Such services are licensed and/or bonded
as required by law. Upon repossession it is stored until it is picked up by a wholesale auction that we designate, where it is kept until sold. Prior to sale, the
customer has the right to redeem the vehicle by paying the contract in full. In some cases, we may return the vehicle to the customer if they pay all, or what
we deem to be a sufficient amount, of the past due amount. Financed vehicles that have been repossessed are generally resold through unaffiliated
automobile auctions, which are attended principally by car dealers. Net liquidation proceeds are applied to the customer's outstanding obligation under the
automobile contract. Such proceeds usually are insufficient to pay the customer's obligation in full, resulting in a deficiency. In most cases we will continue
to contact our customers to recover all or a portion of this deficiency for up to several years after charge-off. From time to time, we sell certain charged off
accounts to unaffiliated purchasers who specialize in collecting such accounts.
Contracts originated since January 2018 are accounted for at fair value and the economic impact of late payments is incorporated into the
estimated net yield on those contracts. For contracts originated prior to January 2018, which are not accounted for at fair value, we suspend interest
accruals on contracts once an automobile contract becomes greater than 90 days delinquent. We do not recognize additional interest income until the
borrower makes sufficient payments to be less than 90 days delinquent. Any payments received by a borrower, regardless of their stage of delinquency are
first applied to outstanding accrued interest and then to principal reduction.
We generally charge off the balance of any contract by the earlier of the end of the month in which the automobile contract becomes five
scheduled installments past due or, in the case of repossessions, the month after we receive the proceeds from the liquidation of the financed vehicle or if
the vehicle has been in repossession inventory for more than three months. In the case of repossession, the amount of the charge-off is the difference
between the outstanding principal balance of the defaulted automobile contract and the net repossession sale proceeds.
8
Credit Experience
Our primary method of monitoring ongoing credit quality of our portfolio is to closely review monthly delinquency, default and net charge off
activity and the related trends. Our internal credit performance data consistently show that new receivables have lower levels of delinquency and losses
early in their lives, with delinquencies increasing throughout their lives and incremental losses gradually increasing to a peak around 18 months, after
which they gradually decrease. The weighted average seasoning of our total owned portfolio, represented in the tables below, was 25 months, 23 months,
and 23 months as of December 31, 2020, December 31, 2019, and December 31, 2018, respectively. Our financial results are dependent on the performance
of the automobile contracts in which we retain an ownership interest. Broad economic factors such as recession and significant changes in unemployment
levels influence the credit performance of our portfolio, as does the weighted average age of the receivables at any given time. The tables below document
the delinquency, repossession, and net credit loss experience of all such automobile contracts that we were servicing as of the respective dates shown.
Delinquency Experience
Gross servicing portfolio (1)
Period of delinquency (2)
31-60 days
61-90 days
91+ days
Total delinquencies (2)
Amount in repossession (3)
Total delinquencies and amount in repossession (2)
Delinquencies as a percentage of gross servicing
portfolio
Total delinquencies and amount in repossession as a
percentage of gross servicing portfolio
Extension Experience
Contracts with one extension, accruing
Contracts with two or more extensions, accruing
Contracts with one extension, non-accrual (4)
Contracts with two or more extensions, non-accrual
(4)
Delinquency and Extension Experience (1)
Total Owned Portfolio
December 31, 2020
December 31, 2019
December 31, 2018
Number of
Contracts
Amount
Number of
Contracts
Amount
Number of
Contracts
Amount
(Dollars in thousands)
163,117
$
2,174,972
177,604
$
2,416,042
176,042
$
2,380,847
11,357
4,525
1,290
17,172
2,979
20,151
10.5%
12.4%
$
152,868
59,096
14,989
226,953
35,839
262,792
10.4%
12.1%
13,737
6,695
3,530
23,962
3,779
27,741
13.5%
15.6%
$
189,214
91,675
46,516
327,405
46,144
373,549
13.6%
15.5%
13,182
5,577
2,858
21,617
2,840
24,457
12.3%
13.9%
$
183,974
74,485
35,520
293,979
36,480
330,459
12.3%
13.9%
29,709
55,885
$
417,347
665,572
27,677
54,440
$
385,673
673,918
27,192
61,977
$
364,575
828,573
85,594
1,082,919
82,117
1,059,591
89,169
1,193,148
915
2,502
3,417
12,408
28,189
40,597
1,130
4,441
5,571
14,528
55,436
69,964
798
3,946
4,744
9,518
51,912
61,430
Total accounts with extensions
89,011
$
1,123,516
87,688
$
1,129,555
93,913
$
1,254,578
___________________________
(1)
All amounts and percentages are based on the amount remaining to be repaid on each automobile contract. The information in the table represents the gross principal amount of all
automobile contracts we purchased, including automobile contracts we subsequently sold in securitization transactions that we continue to service. The table does not include certain
contracts we have serviced for third parties on which we earn servicing fees only, and have no credit risk.
(2) We consider an automobile contract delinquent when an obligor fails to make at least 90% of a contractually due payment by the following due date, which date may have been extended
within limits specified in the servicing agreements. The period of delinquency is based on the number of days payments are contractually past due. Automobile contracts less than 31 days
delinquent are not included. The delinquency aging categories shown in the tables reflect the effect of extensions.
Amount in repossession represents the contract balance on financed vehicles that have been repossessed but not yet liquidated.
(3)
(4) We do not recognize interest income on accounts past due more than 90 days.
9
Average portfolio outstanding
Net charge-offs as a percentage of average portfolio (3)
Average portfolio outstanding
Net charge-offs as a percentage of average portfolio (3)
Net Credit Loss Experience (1)
Total Owned Portfolio
Finance Receivables Portfolio (2)
Year Ended December 31,
2019
(Dollars in thousands)
2020
2018
$
$
684,259
11.7%
$
1,192,484 $
12.2%
1,895,131
9.3%
Fair Value Receivables Portfolio (4)
Year Ended December 31,
2019
(Dollars in thousands)
2020
2018
1,631,491
4.3%
$
1,212,226 $
3.8%
442,823
1.3%
2020
Total Managed Portfolio
Year Ended December 31,
2019
(Dollars in thousands)
2018
Average portfolio outstanding
Net charge-offs as a percentage of average portfolio (3)
_________________________
(1) All amounts and percentages are based on the principal amount scheduled to be paid on each automobile contract contracts. The information in the
table represents all automobile contracts we service, excluding certain contracts we have serviced for third parties on which we earn servicing fees
only, and have no credit risk.
2,404,710 $
8.0%
2,315,750
6.5%
2,341,954
7.7%
$
$
(2) The finance receivables portfolio is comprised of contracts we originated prior to January 2018.
(3) Net charge-offs include the remaining principal balance, after the application of the net proceeds from the liquidation of the vehicle (excluding
accrued and unpaid interest) and amounts collected after the date of charge-off, including some recoveries which have been classified as other income
in the accompanying financial statements.
(4) The fair value portfolio is comprised of contracts we have originated since January 2018.
Extensions
In certain circumstances we will grant obligors one-month payment extensions to assist them with temporary cash flow problems. In general, an
obligor will not be permitted more than two such extensions in any 12-month period and no more than six over the life of the contract. The only
modification of terms is to advance the obligor’s next due date, generally by one month, though in some cases we may permit a longer extension, and in
any case an advance in the maturity date corresponding to the advance of the due date. There are no other concessions such as a reduction in interest rate,
forgiveness of principal or of accrued interest. Accordingly, we consider such extensions to be insignificant delays in payments rather than troubled debt
restructurings.
10
The basic question in deciding to grant an extension is whether we will (a) be delaying an inevitable repossession and liquidation or (b) risk losing
the vehicle as a result of not being able to locate the obligor and vehicle. In both of those situations, the loss would likely be higher than if the vehicle had
been repossessed without the extension. The benefits of granting an extension include minimizing current losses and delinquencies, minimizing lifetime
losses, getting the obligor’s account current (or close to it) and building goodwill with the obligor so that he might prioritize us over other creditors on
future payments. Our servicing staff are trained to identify when a past due obligor is facing a temporary problem that may be resolved with an extension.
The credit assessment for granting an extension is initially made by our collector, who bases the recommendation on the collector’s discussions
with the obligor. In such assessments the collector will consider, among other things, the following factors: (1) the reason the obligor has fallen behind in
payments; (2) whether or not the reason for the delinquency is temporary, and if it is, have conditions changed such that the obligor can begin making
regular monthly payments again after the extension; (3) the obligor's past payment history, including past extensions if applicable; and (4) the obligor’s
willingness to communicate and cooperate on resolving the delinquency. If the collector believes the obligor is a good candidate for an extension, he must
obtain approval from his supervisor, who will review the same factors stated above prior to offering the extension to the obligor. During 2020 we
incorporated an algorithmic extension score card which provides our staff with an objective and quantitative assessment of whether or not a obligor is a
good candidate for an extension, based on the current circumstances of the account. The extension score card was developed by our internal risk
management team and is derived from the post-extension performance of accounts in our managed portfolio.
After receiving an extension, an account remains subject to our normal policies and procedures for interest accrual, reporting delinquency and
recognizing charge-offs. We believe that a prudent extension program is an integral component to mitigating losses in our portfolio of sub-prime
automobile receivables. The table below summarizes the status, as of December 31, 2020, for accounts that received extensions from 2008 through 2019:
Period of Extension
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
# of Extensions
Granted
Active or Paid Off
at December 31,
2020
35,588
32,226
26,167
18,786
18,783
23,398
25,773
53,319
80,897
133,881
121,531
71,548
10,710
10,274
12,165
10,973
11,321
11,186
10,652
23,327
40,123
69,564
76,358
59,528
% Active or Paid
Off at December
31, 2020
30.1%
31.9%
46.5%
58.4%
60.3%
47.8%
41.3%
43.7%
49.6%
52.0%
62.8%
83.2%
Charged Off > 6
Months After
Extension
20,059
16,168
12,003
6,881
6,666
11,236
14,295
28,910
38,841
57,357
39,166
10,078
% Charged Off > 6
Months After
Extension
56.4%
50.2%
45.9%
36.6%
35.5%
48.0%
55.5%
54.2%
48.0%
42.8%
32.2%
14.1%
Charged Off <= 6
Months After
Extension
4,819
5,783
1,999
932
796
976
826
1,082
1,933
6,926
6,007
1,942
% Charged Off <=
6 Months After
Extension
13.5%
17.9%
7.6%
5.0%
4.2%
4.2%
3.2%
2.0%
2.4%
5.2%
4.9%
2.7%
Avg Months to
Charge Off Post
Extension
19
17
19
19
18
23
25
25
23
19
14
11
We view these results as a confirmation of the effectiveness of our extension program. We consider accounts that have had extensions and were
active or paid off as of December 31, 2020 to be successful. Successful extensions result in continued payments of interest and principal (including
payment in full in many cases). Without the extension, however, the account may have defaulted, and we would have likely incurred a substantial loss and
no additional interest revenue.
For extension accounts that ultimately charged off, we consider accounts that charged off more than six months after the extension to be at least
partially successful. In such cases, despite the ultimate loss, we received additional payments of principal and interest that otherwise we would not have
received.
11
Additional information about our extensions is provided in the tables below:
December 31,
2020
For the Year Ended
December 31,
2019
December 31,
2018
Average number of extensions granted per month
6,931
5,962
10,128
Average number of outstanding accounts
172,129
177,256
174,738
Average monthly extensions as % of average outstandings
4.0%
3.4%
5.8%
Contracts with one extension
Contracts with two extensions
Contracts with three extensions
Contracts with four extensions
Contracts with five extensions
Contracts with six extensions
December 31, 2020
December 31, 2019
December 31, 2018
Number of
Contracts
Amount
Number of
Contracts
Amount
Number of
Contracts
Amount
30,624 $
19,381
13,117
10,868
8,548
6,473
89,011 $
429,754
259,236
159,447
122,469
90,322
62,288
1,123,516
(Dollars in thousands)
28,807 $
17,895
14,423
12,367
8,742
5,454
87,688 $
400,202
229,555
181,896
153,170
103,989
60,743
1,129,555
27,991 $
20,789
17,210
13,583
9,189
5,152
93,914 $
374,116
277,497
231,905
185,114
121,836
64,134
1,254,602
Gross servicing portfolio
163,117 $
2,174,972
177,604 $
2,416,042
176,042 $
2,380,847
Coronavirus Pandemic
Beginning in March 2020, we experienced a significant increase in the numbers of our obligors who sought an extension because of the pandemic
and related economic shutdowns. By June of 2020, the monthly volume of extensions we granted had reverted to levels at or below the prior year and have
remained so through December 2020.
Government mandated shutdowns of large portions of the United States economy has impaired and will likely continue to impair the ability of
obligors under our automobile contracts to make their monthly payments. The extent to which that ability will be impaired, and the extent to which public
ameliorative measures such as stimulus payments and enhanced unemployment benefits may restore such ability, cannot be estimated.
Non-Accrual Receivables
It is not uncommon for our obligors to fall behind in their payments. However, with the diligent efforts of our servicing staff and systems for
managing our collection efforts, we regularly work with our customers to resolve delinquencies. Our staff is trained to employ a counseling approach to
assist our customers with their cash flow management skills and help them to prioritize their payment obligations to avoid losing their vehicle to
repossession. Through our experience, we have learned that once a contract becomes greater than 90 days past due, it is more likely than not that the
delinquency will not be resolved and will ultimately result in a charge-off. As a result, for contracts originated prior to January 2018 that are not accounted
for under the fair value method, we do not recognize any interest income for contracts that are greater than 90 days past due.
12
If an obligor exceeds the 90 days past due threshold at the end of one period, and then makes the necessary payments such that it becomes equal to
or below 90 days delinquent at the end of a subsequent period, the related contract would be restored to full accrual status for our financial reporting
purposes. At the time a contract is restored to full accrual in this manner, there can be no assurance that full repayment of interest and principal will
ultimately be made. However, we monitor each obligor’s payment performance and are aware of the severity of his delinquency at any time. The fact that
the delinquency has been reduced below the 90-day threshold is a positive indicator. Should the contract again exceed the 90-day delinquency level at the
end of any reporting period, it would again be reflected as a non-accrual account.
Our policy for placing a contract on non-accrual status is independent of our policy to grant an extension. In practice, it would be an uncommon
circumstance where an extension was granted and the account remained in a non-accrual status, since the goal of the extension is to bring the contract
current (or nearly current).
Securitization of Automobile Contracts
Throughout the period for which information is presented in this report, we have purchased automobile contracts with the intention of financing
them on a long-term basis through securitizations, and on an interim basis through warehouse credit facilities. All such financings have involved
identification of specific automobile contracts, sale of those automobile contracts (and associated rights) to one of our special-purpose subsidiaries, and
issuance of asset-backed securities to be purchased by institutional investors. Depending on the structure, these transactions may be accounted for under
generally accepted accounting principles as sales of the automobile contracts or as secured financings.
When structured to be treated as a secured financing for accounting purposes, the subsidiary is consolidated with us. Accordingly, the sold
automobile contracts and the related debt appear as assets and liabilities, respectively, on our consolidated balance sheet. We then periodically (i) recognize
interest and fee income on the contracts, (ii) recognize interest expense on the securities issued in the transaction and (iii) record as expense a provision for
credit losses on the contracts. Effective January 1, 2018, we adopted the fair value method of accounting for finance receivables acquired on or after that
date. For these receivables, we recognize interest income on a level yield basis using that internal rate of return as the applicable interest rate. We do not
record an expense for provision for credit losses on these receivables because such credit losses are included in our computation of the appropriate level
yield.
Since 1994 we have conducted 87 term securitizations of automobile contracts that we originated under our regular programs. As of December 31,
2020, 21 of those securitizations are active and all are structured as secured financings. We generally conduct our securitizations on a quarterly basis, near
the beginning of each calendar quarter, resulting in four securitizations per calendar year. However, we completed only three securitizations in 2020. In
April 2020 we postponed our planned securitization due to the onset of the pandemic and the effective closure of the capital markets in which our
securitizations are executed. Subsequently we successfully completed securitizations in June and September 2020.
Our history of term securitizations, over the most recent ten years, is summarized in the table below:
Period
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Recent Asset-Backed Securitizations
Number of Term
Securitizations
Amount of
Receivables
$ in thousands
335,593
603,500
778,000
923,000
795,000
1,214,997
870,000
883,452
1,014,124
741,867
3
4
4
4
3
4
4
4
4
3
13
From time to time we have also completed financings of our residual interests in other securitizations that we and our affiliates previously
sponsored. On May 16, 2018, we completed a $40.0 million securitization of residual interests from previously issued securitizations. In this residual
interest financing transaction, qualified institutional buyers purchased $40.0 million of asset-backed notes secured by residual interests in thirteen CPS
securitizations consecutively conducted from September 2013 through December 2016, and an 80% interest in a CPS affiliate that owns the residual
interests in the four CPS securitizations conducted in 2017. The sold notes (“2018-1 Notes”), issued by CPS Auto Securitization Trust 2018-1, consist of a
single class with a coupon of 8.595%. As of December 31, 2020, the remaining notes had a principal balance of $25.4 million.
Generally, prior to a securitization transaction we fund our automobile contract acquisitions primarily with proceeds from warehouse credit
facilities. Our current short-term funding capacity is $300 million, comprising three credit facilities. The first $100 million credit facility was established in
May 2012. This facility was most recently renewed in December 2020, extending the revolving period to December 2022, and adding an amortization
period through December 2023. In April 2015, we entered into a second $100 million facility. This facility was renewed in April 2017 and again in
February 2019, extending the revolving period to February 2021, followed by an amortization period to February 2023. In February 2021, we repaid this
facility in full at its maturity date and elected not to renew it. In November 2015, we entered into another $100 million facility. This facility was renewed in
November 2017 and again in December 2019, extending the revolving period to December 2021, followed by an amortization period to December 2023.
In a securitization and in our warehouse credit facilities, we are required to make certain representations and warranties, which are generally
similar to the representations and warranties made by dealers in connection with our purchase of the automobile contracts. If we breach any of our
representations or warranties, we may be required to repurchase the automobile contract at a price equal to the principal balance plus accrued and unpaid
interest. We may then be entitled under the terms of our dealer agreement to require the selling dealer to repurchase the contract at a price equal to our
purchase price, less any principal payments made by the customer. Subject to any recourse against dealers, we will bear the risk of loss on repossession and
resale of vehicles under automobile contracts that we repurchase.
Whether a securitization is treated as a secured financing or as a sale for financial accounting purposes, the related special purpose subsidiary may
be unable to release excess cash to us if the credit performance of the securitized automobile contracts falls short of pre-determined standards. Such
releases represent a material portion of the cash that we use to fund our operations. An unexpected deterioration in the performance of securitized
automobile contracts could therefore have a material adverse effect on both our liquidity and results of operations, regardless of whether such automobile
contracts are treated as having been sold or as having been financed.
Certain of our securitization transactions and our warehouse credit facilities contain various financial covenants requiring certain minimum
financial ratios and results. Such covenants include maintaining minimum levels of liquidity and net worth and not exceeding maximum leverage levels. In
addition, certain securitization and non-securitization related debt contain cross-default provisions that would allow certain creditors to declare a default if a
default occurred under a different facility. As of December 31, 2020, we were in compliance with all such covenants.
Competition
The automobile financing business is highly competitive. We compete with several national, regional and local finance companies with operations
similar to ours. In addition, competitors or potential competitors include other types of financial services companies, such as banks, leasing companies,
credit unions providing retail loan financing and lease financing for new and used vehicles, and captive finance companies affiliated with major automobile
manufacturers. Many of our competitors and potential competitors possess substantially greater financial, sales, technical, personnel and other resources
than we do. Moreover, our future profitability will be directly related to the availability and cost of our capital in relation to the availability and cost of
capital to our competitors. Our competitors and potential competitors include far larger, more established companies that have access to capital markets for
unsecured commercial paper and investment grade-rated debt instruments and to other funding sources that may be unavailable to us. Many of these
companies also have long-standing relationships with dealers and may provide other financing to dealers, including floor plan financing for the dealers'
purchase of automobiles from manufacturers, which we do not offer.
14
We believe that the principal competitive factors affecting a dealer's decision to offer automobile contracts for sale to a particular financing source
are the monthly payment amount made available to the dealer’s customer, the purchase price offered for the automobile contracts, the timeliness of the
response to the dealer upon submission of the initial application, the amount of required documentation, the consistency and timeliness of purchases and
the financial stability of the funding source. While we believe that we can obtain from dealers sufficient automobile contracts for purchase at attractive
prices by consistently applying reasonable underwriting criteria and making timely purchases of qualifying automobile contracts, there can be no assurance
that we will do so.
Regulation
Numerous federal and state consumer protection laws, including the federal Truth-In-Lending Act, the federal Equal Credit Opportunity Act, the
federal Fair Debt Collection Practices Act and the Federal Trade Commission Act, regulate consumer credit transactions. These laws mandate certain
disclosures with respect to finance charges on automobile contracts and impose certain other restrictions. In most states, a license is required to engage in
the business of purchasing automobile contracts from dealers. In addition, laws in a number of states impose limitations on the amount of finance charges
that may be charged by dealers on credit sales. The so-called Lemon Laws enacted by various states provide certain rights to purchasers with respect to
automobiles that fail to satisfy express warranties. The application of Lemon Laws or violation of such other federal and state laws may give rise to a claim
or defense of a customer against a dealer and its assignees, including us and those who purchase automobile contracts from us. The dealer agreement
contains representations by the dealer that, as of the date of assignment of automobile contracts, no such claims or defenses have been asserted or
threatened with respect to the automobile contracts and that all requirements of such federal and state laws have been complied with in all material respects.
Although a dealer would be obligated to repurchase automobile contracts that involve a breach of such warranty, there can be no assurance that the dealer
will have the financial resources to satisfy its repurchase obligations. Certain of these laws also regulate our servicing activities, including our methods of
collection.
We are subject to supervision and examination by the Consumer Financial Protection Bureau (the “CFPB”), a federal agency created by the Dodd-
Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The CFPB has rulemaking, supervisory and enforcement authority over
“non-banks,” including us. The CFPB is specifically authorized, among other things, to take actions to prevent companies from engaging in “unfair,
deceptive or abusive” acts or practices in connection with consumer financial products and services, and to issue rules requiring enhanced disclosures for
consumer financial products or services. The CFPB also has authority to interpret, enforce and issue regulations implementing enumerated consumer laws,
including certain laws that apply to us.
The Dodd-Frank Act and related regulations are likely to affect our cost of doing business, may limit or expand our permissible activities, may
affect the competitive balance within our industry and market areas and could have a material adverse effect on us. We continue to assess the Dodd-Frank
Act’s probable effect on our business, financial condition and results of operations, and to monitor developments involving the entities charged with
promulgating regulations. However, the ultimate effect of the Dodd-Frank Act on the financial services industry in general, and on us in particular, is
uncertain at this time.
In addition to the CFPB, other state and federal agencies have the ability to regulate aspects of our business. For example, the Dodd-Frank Act
provides a mechanism for state Attorneys General to investigate us. In addition, the Federal Trade Commission has jurisdiction to investigate aspects of our
business. We expect that regulatory investigation by both state and federal agencies will continue, and there can be no assurance that the results of such
investigations will not have a material adverse effect on us.
We believe that we are currently in material compliance with applicable statutes and regulations; however, there can be no assurance that we are
correct, nor that we will be able to maintain such compliance. The past or future failure to comply with applicable statutes and regulations could have a
material adverse effect on us. Furthermore, the adoption of additional statutes and regulations, changes in the interpretation and enforcement of current
statutes and regulations or the expansion of our business into jurisdictions that have adopted more stringent regulatory requirements than those in which we
currently conduct business could have a material adverse effect on us. In addition, due to the consumer-oriented nature of our industry and the application
of certain laws and regulations, industry participants are regularly named as defendants in litigation involving alleged violations of federal and state laws
and regulations and consumer law torts, including fraud. Many of these actions involve alleged violations of consumer protection laws. A significant
judgment against us or within the industry in connection with any such litigation could have a material adverse effect on our financial condition, results of
operations or liquidity.
15
Human Capital
We rely on our employees for everything we do. To make our business work, we seek to supply them with the tools and knowledge they need to
succeed. In addition to new hire training, we provide mentor programs and management workshops.
Workforce Allocation and Diversity We had 787 employees as of December 31, 2020 (excluding 22 on leaves of absence). Our employee
population was 67% femail, and 68% self-identified as ethnically diverse (defined as all EEOC classifications other than white). Broken out by function,
our human capital was allocated thus: 10 were senior management personnel; 460 were servicing personnel; 157 were automobile contract origination
personnel; 96 were sales personnel and program development (59 of whom were sales representatives); 64 were various administrative personnel including
human resources, legal, accounting and systems.
Compensation and benefits Our compensation policy is to be market competitive. We offer a benefits and wellness package that includes
healthcare coverage, defined contribution retirement benefits, and other components.
Employee Engagement Our means of evaluating our human capital resources include, on an individual basis, annual performance reviews, and, on
an aggregate basis, a confidential biennial employee climate survey. The survey results are reviewed by senior management and used to assist in reviewing
our human capital strategies, programs, and practices. Other metrics used in human capital management include average employee tenure and annual
turnover rate. We believe that our relations with our employees are good. We are not a party to any collective bargaining agreement.
Item 1A. RISK FACTORS
Our business, operating results and financial condition could be adversely affected by any of the following specific risks. The trading price of our
common stock could decline due to any of these risks and other industry risks. This listing of risks by its nature cannot be exhaustive, and the order in
which the risks appear is not intended as an indication of their relative weight or importance. In addition to the risks described below, we may encounter
risks that we do not currently recognize or that we currently deem immaterial, which may also impair our business operations and the value of our common
stock.
Risks Related to Our Business
We Require a Substantial Amount of Cash to Service Our Substantial Debt.
To service our existing substantial indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors,
including our successful financial and operating performance. Our financial and operational performance depends upon a number of factors, many of which
are beyond our control. These factors include, without limitation:
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the economic and competitive conditions in the asset-backed securities market;
the performance of our current and future automobile contracts;
the performance of our residual interests from our securitizations and warehouse credit facilities;
any operating difficulties or pricing pressures we may experience;
our ability to obtain credit enhancement for our securitizations;
our ability to establish and maintain dealer relationships;
the passage of laws or regulations that affect us adversely;
our ability to compete with our competitors; and
our ability to acquire and finance automobile contracts.
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Depending upon the outcome of one or more of these factors, we may not be able to generate sufficient cash flow from operations or obtain
sufficient funding to satisfy all of our obligations. Such factors may result in our being unable to pay our debts timely or as agreed. If we were unable to
pay our debts, we would be required to pursue one or more alternative strategies, such as selling assets, refinancing or restructuring our indebtedness or
selling additional equity capital. These alternative strategies might not be feasible at the time, might prove inadequate, or could require the prior consent of
our lenders. If executed, these strategies could reduce the earnings available to our shareholders.
We Need Substantial Liquidity to Operate Our Business.
We have historically funded our operations principally through internally generated cash flows, sales of debt and equity securities, including
through securitizations and warehouse credit facilities, borrowings under senior secured debt agreements and sales of subordinated notes. However, we
may not be able to obtain sufficient funding for our future operations from such sources. During 2008, 2009 and much of 2010, our access to the capital
markets was impaired with respect to both short-term and long-term funding. In April 2020 we postponed our planned securitization due to the onset of the
pandemic and the effective closure of the capital markets in which our securitizations are executed. Subsequently we successfully completed securitizations
in June and September 2020. While our access to such funding has improved since then, our results of operations, financial condition and cash flows have
been and may continue to be materially and adversely affected. We require a substantial amount of cash liquidity to operate our business. Among other
things, we use such cash liquidity to:
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acquire automobile contracts;
fund overcollateralization in warehouse credit facilities and securitizations;
pay securitization fees and expenses;
fund spread accounts in connection with securitizations;
satisfy working capital requirements and pay operating expenses;
pay taxes; and
pay interest expense.
Historically we have matched our liquidity needs to our available sources of funding by reducing our acquisition of new automobile contracts, at times to
merely nominal levels. There can be no assurance that we will continue to be successful with that strategy.
Periods of Significant Losses.
From time to time throughout our history we have incurred net losses, most recently over the period beginning with the quarter ended September
30, 2008 and ending with the quarter ended September 30, 2011. We were adversely affected by the economic recession affecting the United States as a
whole, for a time by increased financing costs and decreased availability of capital to fund our purchases of automobile contracts, and by a decrease in the
overall level of sales of automobiles and light trucks. Similar periods of losses began in the quarter ended March 31, 1999 through the quarter ended
December 31, 2000 and also from the quarter ended September 30, 2003 through the quarter ended March 31, 2005.
We expect to earn quarterly profits during 2021; however, there can be no assurance as to that expectation. Our expectation of profitability is a
forward-looking statement. We discuss the assumptions underlying that expectation under the caption “Forward-Looking Statements” in this report. We
identify important factors that could cause actual results to differ, generally in the “Risk Factors” section of this report, and also under the caption
“Forward-Looking Statements.” One reason for our expectation is that we have had positive net income in each of the nine fiscal years ended December 31,
2020, although not in every quarter within that period.
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Our Results of Operations Will Depend on Our Ability to Secure and Maintain Adequate Credit and Warehouse Financing on Favorable Terms.
Our business strategy requires that warehouse credit facilities be available in order to purchase significant volumes of receivables.
Historically, our primary sources of day-to-day liquidity have been our warehouse credit facilities, in which we sell and contribute automobile
contracts, as often as twice a week, to special-purpose subsidiaries, where they are "warehoused" until they are financed on a long-term basis through the
issuance and sale of asset-backed notes. Upon sale of the notes, funds advanced under one or more warehouse credit facilities are repaid from the proceeds.
Our current short-term funding capacity is $200 million, comprising two credit facilities, each with a maximum credit limit of $100 million. Both
warehouse credit facilities have a revolving period during which we may receive advances secured by contributed automobile contracts, followed by an
amortization period during which no further advances may be made, but prior to which outstanding advances are due and payable. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Liquidity”.
If we are unable to maintain warehouse financing on acceptable terms, we might curtail or cease our purchases of new automobile contracts,
which could lead to a material adverse effect on our results of operations, financial condition and cash flows.
Our Results of Operations Will Depend on Our Ability to Securitize Our Portfolio of Automobile Contracts.
We depend upon our ability to obtain permanent financing for pools of automobile contracts by conducting term securitization transactions. By
"permanent financing" we mean financing that extends to cover the full term during which the underlying automobile contracts are outstanding and
requires repayment as the underlying automobile contracts are repaid or charged off. By contrast, our warehouse credit facilities permit us to borrow
against the value of such receivables only for limited periods of time. Our past practice and future plan has been and is to repay loans made to us under our
warehouse credit facilities with the proceeds of securitizations. There can be no assurance that any securitization transaction will be available on terms
acceptable to us, or at all. The timing of any securitization transaction is affected by a number of factors beyond our control, any of which could cause
substantial delays, including, without limitation:
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market conditions;
the approval by all parties of the terms of the securitization;
our ability to acquire a sufficient number of automobile contracts for securitization.
During 2008 and 2009 we observed adverse changes in the market for securitized pools of automobile contracts, which made permanent financing
in the form of securitization transactions difficult to obtain and more costly than in prior periods. These changes included reduced liquidity and reduced
demand for asset-backed securities, particularly for securities carrying a financial guaranty or for securities backed by sub-prime automobile receivables.
We experienced improvements in the capital markets from 2010 through 2019 during which time we completed 36 securitizations. In April 2020 we
postponed our planned securitization due to the onset of the pandemic and the effective closure of the capital markets in which our securitizations are
executed. Subsequently we successfully completed securitizations in June and September 2020., if the market conditions for asset-backed securitizations
should reverse, we could expect a material adverse effect on our results of operations.
Our Results of Operations Will Depend on Cash Flows from Our Residual Interests in Our Securitization Program and Our Warehouse Credit
Facilities.
When we finance our automobile contracts through securitizations and warehouse credit facilities, we receive cash and retain a residual interest in
the assets financed. Those financed assets are owned by the special-purpose subsidiary that is formed for the related securitization. This residual interest
represents the right to receive the future cash flows to be generated by the automobile contracts in excess of (i) the interest and principal paid to investors or
lenders on the indebtedness issued in connection with the financing, (ii) the costs of servicing the automobile contracts and (iii) certain other costs incurred
in connection with completing and maintaining the securitization or warehouse credit facility. We sometimes refer to these future cash flows as "excess
spread cash flows."
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Under the financial structures we have used to date in our securitizations and warehouse credit facilities, excess spread cash flows that would
otherwise be paid to the holder of the residual interest are first used to increase overcollateralization or are retained in a spread account within the
securitization trusts or the warehouse facility to provide liquidity and credit enhancement for the related securities.
While the specific terms and mechanics vary among transactions, our securitization and warehousing agreements generally provide that we will
receive excess spread cash flows only if the amount of overcollateralization and spread account balances have reached specified levels and/or the
delinquency, defaults or net losses related to the automobile contracts in the automobile contract pools are below certain predetermined levels. In the event
delinquencies, defaults or net losses on automobile contracts exceed these levels, the terms of the securitization or warehouse credit facility:
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may require increased credit enhancement, including an increase in the amount required to be on deposit in the spread account to be
accumulated for the particular pool; and
in certain circumstances, may permit affected parties to require the transfer of servicing on some or all of the securitized or warehoused
contracts from us to an unaffiliated servicer.
We typically retain residual interests or use them as collateral to borrow cash. In any case, the future excess spread cash flow received in respect of
the residual interests is integral to the financing of our operations. The amount of cash received from residual interests depends in large part on how well
our portfolio of securitized and warehoused automobile contracts performs. If our portfolio of securitized and warehoused automobile contracts has higher
delinquency and loss ratios than expected, then the amount of money realized from our retained residual interests, or the amount of money we could obtain
from the sale or other financing of our residual interests, would be reduced. Such higher than expected losses occurred in 2008 through 2010, which had an
adverse effect on our operations, financial condition and cash flows. Should significant increases in losses reoccur, such recurrence might have material
adverse effects on our future results of operations, financial condition and cash flows.
If We Are Unable to Obtain Credit Enhancement for Our Securitizations Upon Favorable Terms, Our Results of Operations Would Be Impaired.
In our securitizations from 1994 through 2008, we utilized credit enhancement in the form of one or more financial guaranty insurance policies
issued by financial guaranty insurance companies. Each of these policies unconditionally and irrevocably guaranteed timely interest and ultimate principal
payments on the senior classes of the securities issued in those securitizations. These guarantees enabled those securities to achieve the highest credit rating
available. This form of credit enhancement reduced the costs of our securitizations relative to alternative forms of credit enhancement available to us at the
time. Due to significantly reduced investor demand for securities carrying such a financial guaranty, this form of credit enhancement may not be
economical for us in the future. The 38 securitization transactions we executed from 2010 through 2020 did not utilize financial guaranty insurance
policies. Prior to the second quarter of 2014, none of the securities issued in those transactions received the highest possible credit rating from any rating
agency. As we pursue future securitizations, we may not be able to obtain:
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credit enhancement in any form on terms acceptable to us, or at all; or
similar highest available credit ratings for senior classes of securities to be issued in future securitizations.
The credit spread between the interest rates payable on our securitization trust debt and the rates payable on risk-free investments has varied. As of
the date of this report, it is the consensus of market observers that interest rates on risk-free debt will rise within the next year. If interest rates on risk-free
debt do increase, or if our spread above risk-free rates should increase, or both, we would expect increased interest expense, which would adversely affect
our results of operations.
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If We Are Unable to Compete Successfully with our Competitors, Our Results of Operations May Be Impaired.
The automobile financing business is highly competitive. We compete with a number of national, regional and local finance companies. In
addition, competitors or potential competitors include other types of financial services companies, such as commercial banks, savings and loan
associations, leasing companies, credit unions providing retail loan financing and lease financing for new and used vehicles and captive finance companies
affiliated with major automobile manufacturers, such as Ford Motor Credit Company, LLC and General Motors Financial Company, Inc. Many of our
competitors and potential competitors possess substantially greater financial, sales, technical, personnel and other resources than we do, including greater
access to capital markets for unsecured commercial paper and investment grade rated debt instruments, and to other funding sources which may be
unavailable to us. Moreover, our future profitability will be directly related to the availability and cost of our capital relative to that of our competitors.
Many of these companies also have long-standing relationships with automobile dealers and may provide other financing to dealers, including floor plan
financing for the dealers' purchases of automobiles from manufacturers, which we do not offer. There can be no assurance that we will be able to continue
to compete successfully and, as a result, we may not be able to purchase automobile contracts from dealers at a price acceptable to us, which could result in
reductions in our revenues or the cash flows available to us.
If Our Dealers Do Not Submit a Sufficient Number of Suitable Automobile Contracts to Us for Purchase, Our Results of Operations May Be
Impaired.
We are dependent upon establishing and maintaining relationships with a large number of unaffiliated automobile dealers to supply us with
automobile contracts. During the years ended December 31, 2020 and 2019, no single dealer accounted for as much as 1% of the automobile contracts we
purchased. The agreements we have with dealers to purchase automobile contracts do not require dealers to submit a minimum number of automobile
contracts for purchase. The failure of dealers to submit automobile contracts that meet our underwriting criteria could result in reductions in our revenues or
the cash flows available to us, and, therefore, could have an adverse effect on our results of operations.
If a Significant Number of Our Automobile Contracts Experience Defaults, Our Results of Operations May Be Impaired.
We specialize in the purchase and servicing of automobile contracts to finance automobile purchases by sub-prime customers, those who have
limited credit history, low income, or past credit problems. Such automobile contracts entail a higher risk of non-performance, higher delinquencies and
higher losses than automobile contracts with more creditworthy customers. While we believe that our pricing of the automobile contracts and the
underwriting criteria and collection methods we employ enable us to control, to a degree, the higher risks inherent in automobile contracts with sub-prime
customers, no assurance can be given that such pricing, criteria and methods will afford adequate protection against such risks.
If automobile contracts that we purchase and hold experience defaults to a greater extent than we have anticipated, this could materially and
adversely affect our results of operations, financial condition, cash flows and liquidity. Our results of operations, financial condition, cash flows and
liquidity, depend, to a material extent, on the performance of automobile contracts that we purchase, warehouse and securitize. A portion of the automobile
contracts that we acquire will default or prepay. In the event of payment default, the collateral value of the vehicle securing an automobile contract realized
by us in a repossession will generally not cover the outstanding principal balance on that automobile contract and the related costs of recovery.
For our receivables originated prior to January 2018, we maintain an allowance for credit losses on automobile contracts held on our balance
sheet, which reflects our estimates of probable credit losses that can be reasonably estimated.. If the allowance is inadequate, then we would recognize the
losses in excess of the allowance as an expense and our results of operations could be adversely affected.
Receivables originated since January 2018 are recorded at fair value and incorporate estimates include the timing and severity of future credit
losses. If actual credit losses were to exceed our estimates, we might be required to change our estimates, which could result in a fair value adjustment to
those receivables or reduced interest income for those receivables in subsequent periods.
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In addition, under the terms of our warehouse credit facilities, we are not able to borrow against defaulted automobile contracts, including
automobile contracts that are, at the time of default, funded under our warehouse credit facilities, which will reduce the overcollateralization of those
warehouse credit facilities and possibly reduce the amount of cash flows available to us.
If We Lose Servicing Rights on Our Portfolio of Automobile Contracts, Our Results of Operations Would Be Impaired.
We are entitled to receive servicing fees only while we act as servicer under the applicable sale and servicing agreements governing our warehouse
credit facilities and securitizations. Under such agreements, we may be terminated as servicer upon the occurrence of certain events, including:
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our failure generally to observe and perform our responsibilities and other covenants;
certain bankruptcy events; or
the occurrence of certain events of default under the documents governing the facilities.
The loss of our servicing rights could materially and adversely affect our results of operations, financial condition and cash flows. Our results of
operations, financial condition and cash flow, would be materially and adversely affected if we were to be terminated as servicer with respect to a material
portion of our managed portfolio.
If We Lose Key Personnel, Our Results of Operations May Be Impaired.
Our senior management team averages over 20 years of service with us. Charles E. Bradley, Jr., our President and CEO, has been our President
since our formation in 1991. 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, sales and support personnel for our operations. Competition for such personnel is intense. We cannot assure you that we will be
successful in attracting or retaining such personnel. Conversely, adverse general economic conditions may have had a countervailing effect. 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 flow.
If We Fail to Comply with Regulations, Our Results of Operations May Be Impaired.
Failure to materially comply with all laws and regulations applicable to us could materially and adversely affect our ability to operate our
business. Our business is subject to numerous federal and state consumer protection laws and regulations, which, among other things:
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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 automobile contracts;
require specific disclosures to our customers;
define our rights to repossess and sell collateral; and
maintain safeguards designed to protect the security and confidentiality of customer information.
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Our industry is also at times investigated by regulators and offices of state attorneys general, which could lead to enforcement actions, fines and
penalties, or the assertion of private claims and law suits against us. The CFPB and the Federal Trade Commission (“FTC”) have the authority to
investigate consumer complaints against us, to conduct inquiries at their own instance, and to recommend enforcement actions and seek monetary penalties.
The FTC has conducted and concluded an inquiry into our practices, and proposed remedial action against us in 2014, to which we consented. The CFPB
has adopted regulations that place us and other companies similar to us under its supervision. Our industry has also been under investigation by the United
States Department of Justice, which has conducted and may continue to conduct an inquiry that appears to be focused on securitization practices. In that
inquiry, we received a subpoena in January 2015, which required that we produce specified documents. We were subsequently advised by the Department
of Justice that we have provided such information as is required, and that no enforcement action against us is recommended. Although the inquiry
commenced January 2015 is thus completed as to us, no assurance can be given as to whether some other government agency may commence inquiries into
or actions against us, nor as to whether the DOJ may recommence its investigation, any of which hypothetical proceedings might materially and adversely
affect us.
If we fail to comply with applicable laws and regulations, such failure could result in penalties, litigation losses and expenses, damage to our
reputation, or the suspension or termination of our licenses to conduct business, which would materially adversely affect our results of operations, financial
condition and stock price. In addition, new federal and state laws or regulations or changes in the ways that existing rules or laws are interpreted or
enforced could limit our activities in the future or significantly increase the cost of compliance. Furthermore, judges or regulatory bodies could interpret
current rules or laws differently than the way we do, leading to such adverse consequences as described above. The resolution of such matters may require
considerable time and expense, and if not resolved in our favor, may result in fines or damages, and possibly an adverse effect on our financial condition.
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 may be materially and adversely affected if we fail to comply with:
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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.
Changes in Law and Regulations May Have an Adverse Effect on Our Business.
The Dodd-Frank Act, adopted in 2010, made numerous changes to the laws applicable to the consumer financial services industry. Among other
things, the Dodd-Frank Act created the CFPB, which is authorized to promulgate and enforce consumer protection regulations relating to financial products
and mandated that other federal agencies adopt rules implementing risk retention requirements in securitizations.
We are also subject to regulation by each state in which we operate, and such states’ laws and regulations, and the interpretations thereof, also
change from time to time.
Compliance with new laws and regulations may be or likely will be costly and can affect operating results. Compliance requires forms, processes,
procedures, controls and the infrastructure to support these requirements. Compliance may create operational constraints and place limits on pricing. Laws
in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and
criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer
relationships.
At this time, it is difficult to predict the extent to which new regulations or amendments will affect our business. However, compliance with these
new laws and regulations may result in additional cost and expenses, which may adversely affect our results of operations, financial condition or liquidity.
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Risk Retention Rules May Limit Our Liquidity and Increase Our Capital Requirements.
Securitizations of automobile receivables after December 2016 are subject to risk retention requirements, which generally require that sponsors of
asset-backed securities (ABS), such as us, retain not less than five percent of the credit risk of the assets collateralizing the ABS issuance. The rule also sets
forth prohibitions on transferring or hedging the credit risk that the sponsor is required to retain. Similar but not identical risk retention requirements are
applicable after December 2018 to securitization transactions where purchasers of the ABS have sufficient contacts with the European Union. Because the
rules place an upper limit on the degree to which we may use financial leverage in our securitization structures may require more capital of us, or may
release less cash to us, than might be the case in the absence of such rules.
If We Experience Unfavorable Litigation Results, Our Results of Operations May Be Impaired.
We operate in a litigious society and currently are, and may in the future be, named as defendants in litigation, including individual and class
action lawsuits under consumer credit, consumer protection, theft, privacy, data security, automated dialing equipment, debt collections and other laws.
Many of these cases present novel issues on which there is no clear legal precedent, which increases the difficulty in predicting both the potential outcomes
and costs of defending these cases. We are subject to regulatory examinations, investigations, inquiries, litigation, and other actions by licensing authorities,
state attorneys general, the FTC, the CFPB and other governmental bodies relating to our activities. The litigation and regulatory actions to which we are or
may become subject involve or may involve potential compensatory or punitive damage claims, fines, sanctions or injunctive relief that, if granted, could
require us to pay damages or make other expenditures in amounts that could have a material adverse effect on our financial position and our results of
operations. We have recorded loss contingencies in our financial statements only for matters on which losses are probable and can be reasonably estimated.
Our assessments of these matters involve significant judgments, and may change from time to time. Actual losses incurred by us in connection with
judgments or settlements of these matters may be more than our associated reserves. Furthermore, defending lawsuits and responding to governmental
inquiries or investigations, regardless of their merit, could be costly and divert management’s attention from the operation of our business. Unfavorable
outcomes in any such current or future proceedings could materially and adversely affect our results of operations, financial conditions and cash flows. As
a consumer finance company, we are 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. We, 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. We are also subject to other
litigation common to the automobile industry and to businesses in general. The damages and penalties claimed by consumers and others in these types of
matters can be substantial. The relief requested by the plaintiffs varies but includes requests for compensatory, statutory and punitive damages.
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.
Negative publicity associated with litigation, governmental investigations, regulatory actions, and other public statements could damage our
reputation.
From time to time there are negative news stories about the “sub-prime” credit industry. Such stories may follow the announcements of litigation
or regulatory actions involving us or others in our industry. Negative publicity about our alleged or actual practices or about our industry generally could
adversely affect our stock price and our ability to retain and attract employees.
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If We Experience Problems with Our Originations, Accounting or Collection Systems, Our Results of Operations May Be Impaired.
We are dependent on our receivables originations, accounting and collection systems to service our portfolio of automobile contracts. Such
systems are vulnerable to damage or interruption from natural disasters, power loss, telecommunication failures, terrorist attacks, computer viruses and
other events. A significant number of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality. Our systems
are also subject to break-ins, sabotage and intentional acts of vandalism by internal employees and contractors as well as third parties. Despite any
precautions we may take, such problems could result in interruptions in our services, which could harm our reputation and financial condition. We do not
carry business interruption insurance sufficient to compensate us for losses that may result from interruptions in our service as a result of system failures.
Such systems problems could materially and adversely affect our results of operations, financial conditions and cash flows.
A breach in the security of our systems could result in the disclosure of confidential information or subject us to liability
We hold in our systems confidential financial and other personal data with respect to our customers, which may be of value to identity thieves and
others if revealed. Although we endeavor to protect the security of our computer systems and the confidentiality of customer information entrusted to us,
there can be no assurance that our security measures will provide adequate security.
It is possible that we may not be able to anticipate, detect or recognize threats to our systems or to implement effective preventive measures
against all security breaches, especially because the techniques used change frequently or are not recognized until launched, and because cyberattacks can
originate from a wide variety of sources, including third parties outside the Company such as persons who are associated with external service providers or
who are or may be involved in organized crime or linked to terrorist organizations.
Such persons may also attempt to fraudulently induce employees or other users of our systems to disclose sensitive information in order to gain
access to our data or that of our customers.
These risks may increase in the future as we continue to increase our mobile-payment and other internet-based product offerings and expands our
use of web-based products and applications.
A successful penetration of the security of our systems could cause serious negative consequences, including disruption of our operations,
misappropriation of confidential information, or damage to our computers or systems, and could result in violations of applicable privacy and other laws,
financial loss to us or to our customers, customer dissatisfaction, significant litigation exposure and harm to our reputation, any or all of which could have a
material adverse effect on us.
We Have Substantial Indebtedness.
We currently have and will continue to have a substantial amount of indebtedness. At December 31, 2020, we had approximately $1,969.4 million
of debt outstanding. Such debt consisted primarily of $1,803.7 million of securitization trust debt, and also included $119.0 million of warehouse lines of
credit, $25.4 million of residual interest financing debt and $21.3 million in subordinated renewable notes. We are also currently offering the subordinated
renewable notes to the public on a continuous basis, and such notes have maturities that range from three months to 10 years.
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Our substantial indebtedness could adversely affect our financial condition by, among other things:
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increasing our vulnerability to general adverse economic and industry conditions;
requiring us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing
amounts available for working capital, capital expenditures and other general corporate purposes;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
placing us at a competitive disadvantage compared to our competitors that have less debt; and
limiting our ability to borrow additional funds.
Although we believe we are able to service and repay such debt, there is no assurance that we will be able to do so. If we do not generate sufficient
operating profits, our ability to make required payments on our debt would be impaired. Failure to pay our indebtedness when due would give rise to
various remedies in favor of any unpaid creditors, and creditors’ exercise of such remedies could have a material adverse effect on our earnings.
Because We Are Subject to Many Restrictions in Our Existing Credit Facilities and Securitization Transactions, Our Ability to Pay Dividends or
Engage in Specified Transactions May Be Impaired.
The terms of our existing credit facilities, term securitizations and our other outstanding debt impose significant operating and financial
restrictions on us and our subsidiaries and require us to meet certain financial tests. These restrictions may have an adverse effect on our business activities,
results of operations and financial condition. These restrictions may also significantly limit or prohibit us from engaging in certain transactions, including
the following:
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incurring or guaranteeing additional indebtedness;
making capital expenditures in excess of agreed upon amounts;
paying dividends or other distributions to our shareholders or redeeming, repurchasing or retiring our capital stock or subordinated
obligations;
making investments;
creating or permitting liens on our assets or the assets of our subsidiaries;
issuing or selling capital stock of our subsidiaries;
transferring or selling our assets;
engaging in mergers or consolidations;
permitting a change of control of our company;
liquidating, winding up or dissolving our company;
changing our name or the nature of our business, or the names or nature of the business of our subsidiaries; and
engaging in transactions with our affiliates outside the normal course of business.
These restrictions may limit our ability to obtain additional sources of capital, which may limit our ability to generate earnings. In addition, the
failure to comply with any of the covenants of one or more of our debt agreements could cause a default under other debt agreements that may be
outstanding from time to time. A default, if not waived, could result in acceleration of the related indebtedness, in which case such debt would become
immediately due and payable. A continuing default or acceleration of one or more of our credit facilities or any other debt agreement, would likely cause a
default under other debt agreements that otherwise would not be in default, in which case all such related indebtedness could be accelerated. If this occurs,
we may not be able to repay our debt or borrow sufficient funds to refinance our indebtedness. Even if any new financing is available, it may not be on
terms that are acceptable to us or it may not be sufficient to refinance all of our indebtedness as it becomes due.
25
In addition, the transaction documents for our securitizations restrict our securitization subsidiaries from declaring or making payment to us of (i)
any dividend or other distribution on or in respect of any shares of their capital stock, or (ii) any payment on account of the purchase, redemption,
retirement or acquisition of any option, warrant or other right to acquire shares of their capital stock unless (in each case) at the time of such declaration or
payment (and after giving effect thereto) no amount payable under any transaction document with respect to the related securitization is then due and
owing, but unpaid. These restrictions may limit our ability to receive distributions in respect of the residual interests from our securitization facilities,
which may limit our ability to generate earnings.
Risks Related to Fair Value Accounting
Receivables we’ve acquired since January 1, 2018 are accounted for based on the fair value method of accounting.
If Actual Results for Our Receivables Materially Deviate from Our Estimates, We May Be Required to Reduce the Interest Income We Recognize
for Some or All of the Receivables Measured at Fair Value.
We recognize interest income on receivables accounted under fair value based on a level yield internal rate of return that we calculate based the
terms of the receivables and our estimates at the time of acquisition of the future performance of those receivables. Such estimates include the timing and
severity of future credit losses and the rates of amortization and of prepayments. If actual credit losses were to exceed our estimates, or if the actual
amortization and prepayments of the receivables were to be materially different from our estimates, we might be required to change our estimates, which
could result in a reduced interest income for those receivables in subsequent periods.
If Actual Results for Our Receivables Materially Deviate from Our Estimates, We May Be Required to Reduce the Recorded Value for Some or
All of the Receivables Measured at Fair Value.
We re-evaluate the recorded value of receivables measured at fair value at the close of each quarter. If the re-evaluation were to yield a value
materially different from the previous recorded value, an adjustment would be required. If actual credit losses were to exceed our estimates, or if the actual
amortization and prepayments of the receivables were to be materially different from our estimates, we might be required to adjust the recorded value of
such receivables. A downward readjustment in recorded value would correspondingly reduce our income and book value for and as of the end of the related
quarter.
If Actual Market Conditions Indicate That the Amount a Market Participant Would Pay for Our Receivables is Materially Lower Than Our
Recorded Value, We May Be Required to Reduce the Recorded Value for Some or All of the Receivables Measured at Fair Value.
The fair value of an asset is, by definition, the exchange price in an orderly transaction between market participants. Receivables such as ours are
not regularly traded on exchanges where we can observe prices for exchanges of similar assets. We may therefore rely on estimates of what a market
participant would pay for our receivables. If such estimated value were to be materially different from our recorded value, we might be required to adjust
the recorded value of our receivables. A downward readjustment in recorded value would correspondingly reduce our income and book value.
26
Risks Related to General Factors
The Coronavirus Outbreak Could Have Adverse Effects
The COVID-19 virus has spread throughout the world, including the United States, and has been declared a public health emergency. Various
governments have also made emergency declarations related to the COVID-19 virus (alternately, “the pandemic”) and have attempted to slow community
spread of the virus by providing social distancing guidelines, including issuing orders to suspend involuntary repossession activities, issuing stay-at-home
or quarantine orders and mandating the closure of certain non-essential businesses. The pandemic has had adverse effects on the economy of the United
States (which include a significant increase in unemployment) and the global economy in general. The long-term effects of the social, economic and
financial disruptions caused by the pandemic are unknown. The United States economy contracted in the first quarter of 2020, and entered into a recession
in the second quarter with a virtually unprecedented further sharp decline in GDP. Economic growth in the remainder of 2020 was insufficient to restore
GDP to the level achieved prior to the outbreak, and there can be no assurance as to the future course of the economy in general or of the market for motor
vehicles in particular. Caution on the part of vehicle purchasers, and possibly other factors, have led to a reduction in purchases of motor vehicles. Such
reduction, combined with caution on our part in extension of credit, has resulted in a significant decline in its origination of automobile contracts,
beginning in April of 2020, and continuing through the present. The extent to which obligors may be adversely affected by the outbreak, by loss of
employment, and by related efforts of governments to slow the spread of the COVID-19 virus throughout the nation and world cannot be predicted. These
occurrences could have a material adverse effect on the ability of obligors to make timely payments to us.
Stimulus payments and enhanced unemployment benefits made available to much of the population may have ameliorated in part the adverse
effects on us of the pandemic. Although additional payments and additional enhanced benefits may be authorized, there can be no assurance as to their
continuation. Obligors’ use of the stimulus payments, and termination of such enhanced benefits, may have an adverse effect on our receipt of payments
from obligors in the future, which could have a material adverse effect on our financial condition and results of operations.
Additionally, the continued spread of the COVID-19 virus may result in staffing problems in various industries and with businesses and third-party
suppliers as portions of the workforce across the industry are unable to work effectively as a result of the pandemic, including because of illness, facility
closures, ineffective remote work arrangements or technology failures or limitations. Our ability to service automobile contracts could be diminished by
regulatory action related to the pandemic and by disruptions in the economy and in financial markets.
Finally, and depending on the extent to which the pandemic adversely affects the United States economy, it may also have the effect of
heightening many of the other risks described in this “Risk Factors” section, such as those related to our business or operations, the ability or willingness of
our customers to make timely payments, and risks of geographic concentrations.
If The Economy of All or Certain Regions of the United States Falls into Recession, Our Results of Operations May Be Impaired.
Our business is directly related to sales of new and used automobiles, which are sensitive to employment rates, prevailing interest rates and other
domestic economic conditions. Delinquencies, repossessions and losses generally increase during economic slowdowns or recessions. Because of our focus
on sub-prime customers, the actual rates of delinquencies, repossessions and losses on our automobile contracts could be higher under adverse economic
conditions than those experienced in the automobile finance industry in general, particularly in the states of California, Ohio, Texas, North Carolina, and
Florida, states in which our automobile contracts are geographically concentrated. Any sustained period of economic slowdown or recession could
adversely affect our ability to acquire suitable automobile contracts, or to securitize pools of such automobile contracts. The timing of any economic
changes is uncertain, and weakness in the economy could have an adverse effect on our business and that of the dealers from which we purchase
automobile contracts and result in reductions in our revenues or the cash flows available to us.
27
Our Results of Operations May Be Impaired as a Result of Natural Disasters.
Our automobile contracts are geographically concentrated in the states of California and Texas. Such states may be particularly susceptible to
natural disasters: earthquake in the case of California, and hurricanes and flooding in Texas. Natural disasters, in those states or others, could cause a
material number of our vehicle purchasers to lose their jobs, or could damage or destroy vehicles that secure our automobile contracts. In either case, such
events could result in our receiving reduced collections on our automobile contracts, and could thus result in reductions in our revenues or the cash flows
available to us.
Effect of Social, Economic and Other Factors on Losses
The ability of our customers to make payments on automobile contracts will be affected by a variety of social and economic factors, most notably
the extent to which our customers remain gainfully employed. Other economic factors include interest rates, general unemployment levels, the rate of
inflation, adjustments in monthly mortgage payments and consumer perceptions of economic conditions generally and the effect of government stimulus
programs and consumer protection/payment relief efforts implemented in connection with the COVID-19 virus. Social factors include changes in consumer
confidence levels, consumer attitudes toward bankruptcy and the repayment of indebtedness and consumer perceptions of political events and shifts, which
may be affected by the pandemic. We are generally unable to determine whether or to what extent economic or social factors will affect the performance of
our portfolio of automobile contracts, but caution that a recession or depression in local, regional or national economies would be expected to increase
delinquencies and losses, which would adversely affect our financial condition and results of operations.
If an Increase in Interest Rates Results in a Decrease in Our Cash Flows from Excess Spread, Our Results of Operations May Be Impaired.
Our profitability is largely determined by the difference, or "spread," between the effective interest rate we receive on the automobile contracts
that we acquire and the interest rates payable under warehouse credit facilities and on the asset-backed securities issued in our securitizations. In the past,
disruptions in the market for asset-backed securities resulted in an increase in the interest rates we paid on asset-backed securities. Should similar
disruptions take place in the future, we may pay higher interest rates on asset-backed securities issued in the future. Although we have the ability to
partially offset increases in our cost of funds by increasing fees we charge to dealers when purchasing automobile contracts, or by demanding higher
interest rates on automobile contracts we purchase, there is no assurance that such actions will materially offset increases in interest we pay to finance our
managed portfolio. As a result, an increase in prevailing interest rates could cause us to receive less excess spread cash flows on automobile contracts, and
thus could adversely affect our earnings and cash flows. See “Quantitative and Qualitative Disclosures About Market Risk - Interest Rate Risk.”
Risks Related to Our Common Stock
Our Common Stock Is Thinly-Traded.
Our stock is thinly-traded, which means investors will have limited opportunities to sell their shares of common stock in the open market. Limited
trading of our common stock also contributes to more volatile price fluctuations. Because there historically has been low trading volume in our common
stock, there can be no assurance that our stock price will not decline as additional shares are sold in the public market. As of December 31, 2020, our
directors and executive officers collectively owned 5.6 million shares of our common stock, or approximately 25%.
We Do Not Intend to Pay Dividends on Our Common Stock.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings and do not expect to
pay any dividends in the foreseeable future. See "Dividend Policy".
28
Forward-Looking Statements
Discussions of certain matters contained in this report may constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act, and as such, may involve risks and uncertainties. These
forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance,
perceived opportunities in the market and statements regarding our mission and vision. You can generally identify forward-looking statements as
statements containing the words "will," "would," "believe," "may," "could," "expect," "anticipate," "intend," "estimate," "assume" or other similar
expressions. Our actual results, performance and achievements may differ materially from the results, performance and achievements expressed or implied
in such forward-looking statements. The discussion under "Risk Factors" identifies some of the factors that might cause such a difference, including the
following:
·
·
·
·
·
·
·
·
·
unexpected exogenous events, such as a widespread plague;
mandates imposed in reaction to such events, such as prohibitions of otherwise permissible activity;
changes in general economic conditions;
changes in performance of our automobile contracts;
increases in interest rates;
our ability to generate sufficient operating and financing cash flows;
competition;
level of losses incurred on contracts in our managed portfolio; and
adverse decisions by courts or regulators
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Actual results may differ from
expectations due to many factors beyond our ability to control or predict, including those described herein, and in documents incorporated by reference in
this report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
We undertake no obligation to publicly update any forward-looking information. You are advised to consult any additional disclosure we make in
our periodic reports filed with the SEC. See "Where You Can Find More Information" and "Documents Incorporated by Reference."
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
Our principal executive offices are located in Las Vegas, Nevada, where we currently lease approximately 45,000 square feet of general office
space from an unaffiliated lessor. The annual base rent is approximately $1.7 million, increasing to approximately $1.8 million through 2023.
Our operating headquarters are located in Irvine, California, where we currently lease approximately 129,000 square feet of general office space
from an unaffiliated lessor. The annual base rent is approximately $4.3 million, increasing to approximately $4.5 million through 2022.
The remaining three regional servicing centers occupy a total of approximately 59,000 square feet of leased space in Chesapeake, Virginia;
Maitland, Florida; and Lombard, Illinois. The termination dates of such leases range from 2021 to 2025. The annual base rent for these facilities total
approximately $1.4 million.
29
Item 3. Legal Proceedings
Consumer Litigation. We are routinely involved in various legal proceedings resulting from our consumer finance activities and practices, both
continuing and discontinued. Consumers can and do initiate lawsuits against us alleging violations of law applicable to collection of receivables, and such
lawsuits sometimes allege that resolution as a class action is appropriate.
For the most part, we have legal and factual defenses to consumer claims, which we routinely contest or settle (for immaterial amounts) depending
on the particular circumstances of each case.
Wage and Hour Claim. On September 24, 2018, a former employee filed a lawsuit against us in the Superior Court of Orange County, California,
alleging that we incorrectly classified our sales representatives as outside salespersons exempt from overtime wages, mandatory break periods and certain
other employee protective provisions of California and federal law. The complaint seeks injunctive relief, an award of unpaid wages, liquidated damages,
and attorney fees and interest. The plaintiff purports to act on behalf of a class of similarly situated employees and ex-employees. As of the date of this
report, no motion for class certification has been filed or granted.
We believe that our compensation practices with respect to our sales representatives are compliant with applicable law. Accordingly, we have
defended and intend to continue to defend this lawsuit. We have not recorded a liability with respect to this claim on the accompanying consolidated
financial statements.
In General. There can be no assurance as to the outcomes of the matters described or referenced above. We record at each measurement date, most
recently as of December 31, 2020, our best estimate of probable incurred losses for legal contingencies, including the matters identified above, and
consumer claims. The amount of losses that may ultimately be incurred cannot be estimated with certainty. However, based on such information as is
available to us, we believe that the total of probable incurred losses for legal contingencies as of December 31, 2020 is immaterial, and that the range of
reasonably possible losses for the legal proceedings and contingencies we face, including those described or identified above, as of December 31, 2020
does not exceed $3 million.
Accordingly, we believe that the ultimate resolution of such legal proceedings and contingencies should not have a material adverse effect on our
consolidated financial condition. We note, however, that in light of the uncertainties inherent in contested proceedings there can be no assurance that the
ultimate resolution of these matters will not be material to our operating results for a particular period, depending on, among other factors, the size of the
loss or liability imposed and the level of our income for that period.
Executive Officers of the Registrant
Charles E. Bradley, Jr., 61, has been our President and a director since our formation in March 1991, and was elected Chairman of the Board of
Directors in July 2001. In January 1992, Mr. Bradley was appointed Chief Executive Officer. From April 1989 to November 1990, he served as Chief
Operating Officer of Barnard and Company, a private investment firm. From September 1987 to March 1989, Mr. Bradley, Jr. was an associate of
The Harding Group, a private investment banking firm. Mr. Bradley does not currently serve on the board of directors of any other publicly-traded
companies.
Jeffrey P. Fritz, 61, has been Executive Vice President and Chief Financial Officer since March 2014. Prior to that, he was Senior Vice President
and Chief Financial Officer from April 2006. He was Senior Vice President of Accounting from August 2004 through March 2006 and served as a
consultant to us from May 2004 to August 2004. He also served as our Chief Financial Officer from our inception through May 1999. He is a licensed
Certified Public Accountant and has previously practiced public accounting.
30
Michael T. Lavin, 48, has been Executive Vice President and Chief Operating Officer since February 2019, and our Chief Legal Officer from
March 2014. Prior to that, he was our Senior Vice President – General Counsel since March 2013, Senior Vice President and Corporate Counsel since May
2009 and our Vice President- Legal since joining the Company in November of 2001. Mr. Lavin was previously engaged as a law clerk and an associate
with the San Diego based large law firm (now defunct) of Edwards, Sooy & Byron from 1996 through 2000 and then as an associate with the Orange
County based firm of Trachtman & Trachtman from 2000 through 2001. Mr. Lavin also clerked for the San Diego District Attorney’s office and Orange
County Public Defender’s office.
Mark A. Creatura, 61, has been Senior Vice President – General Counsel since October 1996. From October 1993 through October 1996, he was
Vice President and General Counsel at Urethane Technologies, Inc., a polyurethane chemicals formulator. Mr. Creatura was previously engaged in the
private practice of law with the Los Angeles law firm of Troy & Gould Professional Corporation, from October 1985 through October 1993.
Christopher Terry, 53, has been Senior Vice President of Risk Management since May 2017. Prior to that he was our Senior Vice President of
Servicing from May 2005 to August 2013. He was Senior Vice President of Asset Recovery from August 2013 to May 2017 and from January 2003 to May
2005. He joined us in January 1995 as a loan officer, held a series of successively more responsible positions, and was promoted to Vice President - Asset
Recovery in June 1999. Mr. Terry was previously a branch manager with Norwest Financial from 1990 to October 1994.
Teri L. Robinson, 58, has been Senior Vice President of Sales and Originations since June 2020. Prior to that she was Senior Vice President of
Originations from April 2007 to June 2020. Prior to that, she held the position of Vice President of Originations since August 1998. She joined the
Company in June 1991 as an Operations Specialist, and held a series of successively more responsible positions. Previously, Ms. Robinson held an
administrative position at Greco & Associates.
Laurie A. Straten, 54, has been Senior Vice President of Servicing since August 2013. Prior to that, she was our Senior Vice President of Asset
Recovery from April 2013, and before that she held the position of Vice President of Asset Recovery starting in April 2005. She started with the Company
in March 1996 as a bankruptcy specialist and took on more responsibility within Asset Recovery over time. Prior to joining CPS she worked for the FDIC
and served in the United States Marine Corps.
John P. Harton, 56, has been Senior Vice President – Product Devlopment since June 2020. Prior to that he was Senior Vice President – Sales
from March 2014 to June 2020. Prior to that, he held the position of Vice President – Marketing since April 2010. He joined the Company in April 1996 as
a loan officer, held a series of successively more responsible positions, and was promoted to Vice President - Originations in June 2007. Mr. Harton was
previously a branch manager with American General Finance from 1990 to March 1996.
Danny Bharwani, 53, has been Senior Vice President – Finance since April 2016. Previously, he was our Vice President – Finance from June
2002. He joined us as Assistant Controller in August 1997. Mr. Bharwani was previously employed as Assistant Controller at The Todd-AO Corporation,
from 1989 to 1997.
31
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
The Company’s Common Stock is traded on the Nasdaq Global Market, under the symbol "CPSS." The following table sets forth the high and low
sale prices as reported by Nasdaq for our Common Stock for the periods shown.
PART II
January 1 - March 31, 2019
April 1 - June 30, 2019
July 1 - September 30, 2019
October 1 - December 31, 2019
January 1 - March 31, 2020
April 1 - June 30, 2020
July 1 - September 30, 2020
October 1 - December 31, 2020
High
4.65
3.97
3.82
3.60
4.30
3.31
3.73
5.12
Low
3.01
3.25
3.29
3.06
1.00
1.10
2.77
3.22
As of January 1, 2021, there were 27 holders of record of the Company’s Common Stock. To date, we have not declared or paid any dividends on
our Common Stock. The payment of future dividends, if any, on our Common Stock is within the discretion of the Board of Directors and will depend upon
our income, capital requirements and financial condition, and other relevant factors. The instruments governing our outstanding debt place certain
restrictions on the payment of dividends. We do not intend to declare any dividends on our Common Stock in the foreseeable future, but instead intend to
retain any cash flow for use in our operations.
The table below presents information regarding outstanding options to purchase our Common Stock as of December 31, 2020:
Plan category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Number of
securities remaining
available for future
issuance under
equity
compensation plans
15,977,099 $
–
15,977,099 $
4.46
–
4.46
270,081
–
270,081
32
Issuer Purchases of Equity Securities in the Fourth Quarter
Period(1)
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs(2)
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under
the Plans or
Programs
October 2020
November 2020
December 2020
Total
– $
–
60,770
60,770 $
–
–
4.08
4.08
– $
–
60,770
60,770
5,312,224
5,312,224
5,064,154
____________________
(1) Each monthly period is the calendar month.
(2) Through December 31, 2020, our board of directors had authorized the purchase of up to $74.5 million of our outstanding securities, which program
was first announced in our annual report for the year 2002, filed on March 26, 2003. All purchases described in the table above were under the plan
announced in March 2003, which has no fixed expiration date. As of December 31, 2020, we have purchased $64.5 million of our common stock
representing 18,001,217 shares.
33
Item 6. Selected Financial Data
The following table presents our selected consolidated financial data and operating data as of and for the dates indicated. The data under the
captions "Statement of Income Data" and "Balance Sheet Data" have been derived from our audited consolidated financial statements. The remainder is
derived from other records of ours. You should read the selected consolidated financial data together with "Management’s Discussion and Analysis of
Financial Condition and Results of Operations" and our audited and unaudited consolidated financial statements and notes thereto that are included in this
report, and in our quarterly and periodic filings.
(in thousands, except per share data)
2020
As of and For the Year Ended December 31,
2017
2019
2018
Statement of Income Data
Revenues:
Interest income
Mark to finance receivables measured at fair value
Other income
$
Total revenues
Expenses:
Employee costs
General and administrative
Interest expense
Provision for credit losses
Total expenses
Income before income tax expense
Income tax expense (benefit)
Net income
Earnings per share-basic
Earnings per share-diluted
Pre-tax income per share-basic (1)
Pre-tax income per share-diluted (2)
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
$
$
$
$
$
294,982 $
(29,528)
5,707
271,161
80,198
55,392
101,338
14,113
251,041
20,120
(1,557)
21,677 $
0.96 $
0.90 $
0.89 $
0.84 $
22,611
24,003
337,096 $
–
8,704
345,800
80,877
59,460
110,528
85,773
336,638
9,162
3,756
5,406 $
0.24 $
0.22 $
0.41 $
0.38 $
22,416
24,064
380,297 $
–
9,478
389,775
79,318
57,208
101,466
133,080
371,072
18,703
3,841
14,862 $
0.68 $
0.59 $
0.85 $
0.75 $
21,989
24,988
424,174 $
–
10,209
434,383
72,967
50,287
92,345
186,713
402,312
32,071
28,306
3,765 $
0.17 $
0.14 $
1.41 $
1.18 $
22,687
27,214
2016
408,996
–
13,286
422,282
65,549
48,620
79,941
178,511
372,621
49,661
20,361
29,300
1.20
1.01
2.04
1.71
24,356
29,035
$
Balance Sheet Data
Total assets
Cash and cash equivalents
Restricted cash and equivalents
Finance receivables, net
Finance receivables measured at fair value
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Long-term debt
Shareholders' equity
________________________
(1) Income before income tax expense divided by weighted average shares outstanding-basic. Included for illustrative purposes because some of the
2,145,895 $
13,466
130,686
411,343
1,523,726
118,999
25,426
1,803,673
21,323
133,362
2,539,249 $
5,295
135,537
885,890
1,444,038
134,791
39,478
2,097,728
17,534
202,641
2,424,841 $
12,731
111,965
2,195,797
–
112,408
–
2,083,215
16,566
183,937
2,485,680 $
12,787
117,323
1,454,709
821,066
136,847
39,106
2,063,627
17,290
197,118
2,410,402
13,936
112,754
2,172,365
4
103,358
–
2,080,900
14,949
186,218
periods presented include significant income tax expense or benefit.
(2) Income before income tax expense divided by weighted average shares outstanding-diluted. Included for illustrative purposes because some of the
periods presented include significant income tax expense or benefit.
34
(in thousands)
2020
As of and For the Year Ended December 31,
2018
2019
2017
2016
Contract Originations / Securitizations
Automobile contract originations
Automobile contracts securitized
Managed Portfolio Data
Contracts associated with the allowance for finance credit losses
Contracts measured at fair value
Contracts held by consolidated subsidiaries
Fireside portfolio
Contracts held by non-consolidated subsidiaries
Third party portfolios (1)
Total managed portfolio
Average managed portfolio
Weighted average fixed effective interest rate (total managed portfolio) (2)
Core operating expenses (% of average managed portfolio) (3)
Allowance for finance credit losses
Allowance for finance credit losses (% of total contracts associated with the
allowance) (7)
$
$
$
$
$
Aggregate allowance for finance credit losses and repossessions in inventory $
Aggregate allowance for finance credit losses (% of repossessions in
inventory and contracts associated with the allowance)
Total delinquencies (2) (4)
Total delinquencies and repossessions in inventory (2) (4)
Net charge-offs, finance receivables portfolio (2) (5) (6)
Net charge-offs, fair value receivables portfolio (2) (5) (6)
Net charge-offs (2) (5)
________________________
(1)
(2)
(3)
(4)
(5)
742,584
741,867
$
1,002,782
1,014,124
$
902,416
883,452
$
859,069
870,000
$
1,088,785
1,214,997
506,896
1,668,076
2,174,972
–
–
–
2,174,972
2,315,750
$
$
$
19.0%
5.9%
80,790
$
16.4%
92,580
$
18.3%
10.4%
12.1%
11.2%
4.5%
6.5%
923,239
1,492,803
2,416,042
–
–
–
2,416,042
2,404,710
$
$
$
18.9%
5.8%
11,640
$
1.3%
33,029
$
3.6%
13.6%
15.5%
12.2%
3.8%
7.9%
1,551,797
829,039
2,380,836
–
–
11
2,380,847
2,341,957
$
$
$
18.9%
5.8%
67,376
$
4.3%
91,940
$
5.9%
12.3%
13.9%
9.3%
1.3%
7.7%
2,333,497
–
2,333,497
–
–
33
2,333,530
2,334,015
$
$
$
19.2%
5.3%
109,187
$
4.7%
133,211
$
5.7%
9.8%
11.2%
7.7%
n/a
7.7%
2,307,956
–
2,307,956
3
9
102
2,308,070
2,226,073
19.4%
5.1%
95,578
4.1%
124,503
5.4%
9.2%
11.0%
7.0%
n/a
7.0%
Receivables related to the third party portfolios, on which we earn only a servicing fee.
Excludes receivables related to the third party portfolios.
Total expenses excluding provision for credit losses, provision for contingent liabilities, interest expense, loss on sale of receivables and impairment loss on residual assets.
For further information regarding delinquencies and the managed portfolio, see the table captioned "Delinquency Experience," in Item 1, Part I of this report and the notes to that table.
Net charge-offs include the remaining principal balance, after the application of the net proceeds from the liquidation of the vehicle (excluding accrued and unpaid interest) and amounts
collected subsequent to the date of the charge-off, including some recoveries which have been classified as other income in the accompanying consolidated financial statements. For
further information regarding charge-offs, see the table captioned "Net Charge-Off Experience," in Item I, Part I of this report and the notes to that table.
The finance receivables portfolio is comprised of contracts we acquired prior to January 2018. The fair value receivables portfolio is comprised of contracts we have acquired since
January 2018.
ASC 326 was adopted in 2020 for the finance receivables portfolio. The allowance for finance credit losses for the year ended December 31, 2020 represent expected lifetime credit
losses.
(6)
(7)
35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto and other
information included or incorporated by reference herein.
Overview
We are a specialty finance company. Our business is to purchase and service retail automobile contracts originated primarily by franchised
automobile dealers and, to a lesser extent, by select independent dealers in the United States in the sale of new and used automobiles, light trucks and
passenger vans. Through our automobile contract purchases, we provide indirect financing to the customers of dealers who have limited credit histories or
past credit problems, who we refer to as sub-prime customers. We serve as an alternative source of financing for dealers, facilitating sales to customers who
otherwise might not be able to obtain financing from traditional sources, such as commercial banks, credit unions and the captive finance companies
affiliated with major automobile manufacturers. In addition to purchasing installment purchase contracts directly from dealers, we also originate vehicle
purchase money loans by lending directly to consumers and have (i) acquired installment purchase contracts in four merger and acquisition transactions,
and (ii) purchased immaterial amounts of vehicle purchase money loans from non-affiliated lenders. In this report, we refer to all of such contracts and
loans as "automobile contracts."
We were incorporated and began our operations in March 1991. From inception through December 31, 2020, we have originated a total of
approximately $17.0 billion of automobile contracts, primarily by purchasing retail installment sales contracts from dealers, and to a lesser degree, by
originating loans secured by automobiles directly with consumers. In addition, we acquired a total of approximately $822.3 million of automobile contracts
in mergers and acquisitions in 2002, 2003, 2004 and 2011. Contract purchase volumes and managed portfolio levels for the five years ended December 31,
2020 are shown in the table below. Managed portfolio comprises both contracts we owned and those we were servicing for non-affiliates.
Contract Purchases and Outstanding Managed Portfolio
Year
2016
2017
2018
2019
2020
$ in thousands
Contracts
Purchased in Period
Managed Portfolio
at Period End
$
1,088,785 $
859,069
902,416
1,002,782
742,584
2,308,070
2,333,530
2,380,847
2,416,042
2,174,972
Our principal executive offices are in Las Vegas, Nevada. Most of our operational and administrative functions take place in Irvine, California. Credit and
underwriting functions are performed primarily in our California branch with certain of these functions also performed in our Florida and Nevada branches.
We service our automobile contracts from our California, Nevada, Virginia, Florida and Illinois branches.
Coronavirus Pandemic
In December 2019, a new strain of coronavirus (the “COVID-19 virus”) originated in Wuhan, China. Since its discovery, the COVID-19 virus has
spread throughout the world, and the outbreak has been declared to be a pandemic by the World Health Organization. We refer from time to time in this
report to the outbreak and spread of the COVID-19 virus as “the pandemic.” In March 2020 at the outset of the pandemic we complied with government
mandated shutdown orders in the five locations we operate by arranging for many of our staff to work from home and invoking various safety protocols for
workers who remained in our offices. In April 2020, we laid off approximately 100 workers, or about 10% of our workforce, throughout our offices
because of significant reductions in new contract originations. As of December 31, 2020, most of our staff who work in the Irvine location were working
from home, while most of our staff from our other locations were working from our offices.
36
The pandemic itself, if sufficient numbers of people were to be afflicted, could cause obligors under our automobile contracts to be unable to pay
their contractual obligations. As the future course of the COVID-19 pandemic is as yet unknown, its direct effect on future obligor payments is likewise
uncertain.
The mandatory shutdown of large portions of the United States economy pursuant to emergency restrictions has impaired and will impair the
ability of obligors under our automobile contracts to pay their contractual obligations. The extent to which that ability will be impaired, and the extent to
which public ameliorative measures such as stimulus payments and enhanced unemployment benefits may restore such ability, cannot be estimated. Other
effects of the pandemic on our operations is referred to throughout this report.
The programs we offer to dealers and consumers are intended to serve a wide range of sub-prime customers, primarily through franchised new car
dealers. We originate automobile contracts with the intention of financing them on a long-term basis through securitizations. Securitizations are transactions
in which we sell a specified pool of contracts to a special purpose subsidiary of ours, which in turn issues asset-backed securities to fund the purchase of
the pool of contracts from us.
Securitization and Warehouse Credit Facilities
Throughout the period for which information is presented in this report, we have purchased automobile contracts with the intention of financing
them on a long-term basis through securitizations, and on an interim basis through warehouse credit facilities. All such financings have involved
identification of specific automobile contracts, sale of those automobile contracts (and associated rights) to one of our special-purpose subsidiaries, and
issuance of asset-backed securities to be purchased by institutional investors. Depending on the structure, these transactions may be accounted for under
generally accepted accounting principles as sales of the automobile contracts or as secured financings. All of our active securitizations are structured as
secured financings.
When structured to be treated as a secured financing for accounting purposes, the subsidiary is consolidated with us. Accordingly, the sold
automobile contracts and the related debt appear as assets and liabilities, respectively, on our consolidated balance sheet. We then periodically (i) recognize
interest and fee income on the contracts, and (ii) recognize interest expense on the securities issued in the transaction. For automobile contracts acquired
before 2018, we also periodically record as expense a provision for credit losses on the contracts; for automobile contracts acquired after 2017 we take
account of estimated credit losses in our computation of a level yield used to determine recognition of interest on the contracts.
Since 1994 we have conducted 87 term securitizations of automobile contracts that we originated under our regular programs. As of December 31,
2020, 21 of those securitizations are active and all are structured as secured financings. We generally conduct our securitizations on a quarterly basis, near
the beginning of each calendar quarter, resulting in four securitizations per calendar year. However, we completed only three securitizations in 2020. In
April 2020 we postponed our planned securitization due to the onset of the pandemic and the effective closure of the capital markets in which our
securitizations are executed. Subsequently we successfully completed securitizations in June and September 2020.
Our history of term securitizations, over the most recent ten years, is summarized in the table below:
Recent Asset-Backed Term Securitizations
$ in thousands
Period
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
$
Number of Term
Securitizations
4
4
4
4
3
4
4
4
4
3
Amount of
Receivables
335,593
603,500
778,000
923,000
795,000
1,214,997
870,000
883,452
1,014,124
741,867
37
Generally, prior to a securitization transaction we fund our automobile contract acquisitions primarily with proceeds from warehouse credit
facilities. Our current short-term funding capacity is $200 million, comprising two credit facilities. The first $100 million credit facility was established in
May 2012. This facility was most recently renewed in December 2020, extending the revolving period to December 2022, with an optional amortization
period through December 2023. In November 2015, we entered into another $100 million facility. This facility was renewed in November 2017 and again
in December 2019, extending the revolving period to December 2021, followed by an amortization period to December 2023.
We previously had a third $100 million facility. This facility was established in April 2015 and was renewed in April 2017 and again in February
2019, extending the revolving period to February 2021. We repaid this facility in full at its maturity in 2021.
In a securitization and in our warehouse credit facilities, we are required to make certain representations and warranties, which are generally
similar to the representations and warranties made by dealers in connection with our purchase of the automobile contracts. If we breach any of our
representations or warranties, we will be obligated to repurchase the automobile contract at a price equal to the principal balance plus accrued and unpaid
interest. We may then be entitled under the terms of our dealer agreement to require the selling dealer to repurchase the contract at a price equal to our
purchase price, less any principal payments made by the customer. Subject to any recourse against dealers, we will bear the risk of loss on repossession and
resale of vehicles under automobile contracts that we repurchase.
In a securitization, the related special purpose subsidiary may be unable to release excess cash to us if the credit performance of the securitized
automobile contracts falls short of pre-determined standards. Such releases represent a material portion of the cash that we use to fund our operations. An
unexpected deterioration in the performance of securitized automobile contracts could therefore have a material adverse effect on both our liquidity and
results of operations.
Critical Accounting Policies
We believe that our accounting policies related to (a) Finance Receivables at Fair Value, (b) Allowance for Finance Credit Losses, (c)
Amortization of Deferred Origination Costs and Acquisition Fees, (d) Term Securitizations, (e) Accrual for Contingent Liabilities and (f) Income Taxes are
the most critical to understanding and evaluating our reported financial results. Such policies are described below.
Allowance for Finance Credit Losses
In order to estimate an appropriate allowance for losses incurred on finance receivables, we use a loss allowance methodology commonly referred
to as "static pooling," which stratifies our finance receivable portfolio into separately identified pools based on the period of origination. Using analytical
and formula driven techniques, we estimate an allowance for finance credit losses, which we believe is adequate for probable incurred credit losses that can
be reasonably estimated in our portfolio of automobile contracts. Net losses incurred on finance receivables are charged to the allowance. We evaluate the
adequacy of the allowance by examining current delinquencies, the characteristics of the portfolio, prospective liquidation values of the underlying
collateral and general economic and market conditions. As circumstances change, our level of provisioning and/or allowance may change as well.
Receivables acquired after 2017, are accounted for using fair value and will have no allowance for finance credit losses in accordance with the fair value
method of accounting for finance receivables.
Broad economic factors such as recession and significant changes in unemployment levels influence the credit performance of our portfolio, as
does the weighted average age of the receivables at any given time. Our internal credit performance data consistently show that new receivables have lower
levels of delinquency and losses early in their lives, with delinquencies increasing throughout their lives and incremental losses gradually increasing to a
peak around 18 months, after which they gradually decrease.
38
The credit performance of our portfolio is also significantly influenced by our underwriting guidelines and credit criteria we use when evaluating
contracts for purchase from dealers. We regularly evaluate our portfolio credit performance and modify our purchase criteria to maximize the credit
performance of our portfolio, while maintaining competitive programs and levels of service for our dealers.
We generally do not lower the contractual interest rate or waive or forgive principal when our borrowers incur financial difficulty on either a
temporary or permanent basis. An exception to this policy is when a court order mandates the terms of the contract to be modified, such as in a Chapter 13
bankruptcy proceeding. In such cases, which represent an immaterial portion of our portfolio of finance receivables, we have estimated the amount of
impairment that results from such modification and established an appropriate allowance within our Allowance for Finance Credit Losses.
Effective January 1, 2020, the Company adopted Accounting Standards Codification ("ASC") 326, which changes the criteria under which credit
losses on financial instruments (such as the Company’s finance receivables) are measured. ASC 326 introduced a new credit reserving model known as the
Current Expected Credit Loss (“CECL”) model, which replaces the incurred loss impairment methodology previously used under U.S. GAAP with a
methodology that records currently the expected lifetime credit losses on financial instruments. The adoption of CECL required that we establish an
allowance for the remaining expected lifetime credit losses on the portion of the Company’s receivable portfolio for which the Company was not already
using fair value accounting. We refer to that portion, which is those receivables that were originated prior to January 2018, as our “legacy portfolio”. To
comply with CECL, the Company recorded an addition to its allowance for finance credit losses of $127.0 million.
At the onset of the pandemic in March 2020, Government mandated shutdowns of large portions of the United States economy impaired and will
likely continue to impair the ability of obligors under our automobile contracts to make their monthly payments. The extent to which that ability will be
impaired, and the extent to which public ameliorative measures such as stimulus payments and enhanced unemployment benefits may restore such ability,
cannot be estimated.
During the twelve-month period ended December 31, 2020, we supplemented our allowance for finance credit losses by $14.1 million to provide
for additional losses that we may incur due to the pandemic.
Finance Receivables Measured at Fair Value
Effective January 1, 2018, we adopted the fair value method of accounting for finance receivables acquired on or after that date. For each finance
receivable acquired after 2017, we consider the price paid on the purchase date as the fair value for such receivable. We estimate the cash to be received in
the future with respect to such receivables, based on our experience with similar receivables acquired in the past. We then compute the internal rate of
return that results in the present value of those estimated cash receipts being equal to the purchase date fair value. Thereafter, we recognize interest income
on such receivables on a level yield basis using that internal rate of return as the applicable interest rate. Cash received with respect to such receivables is
applied first against such interest income, and then to reduce the recorded value of the receivables.
We re-evaluate the fair value of such receivables at the close of each measurement period. If the reevaluation were to yield a value materially
different from the recoded value, an adjustment would be required. In the twelve-month period ended December 31, 2020, the Company considered the
effect of the pandemic on the portfolio of finance receivables carried at fair value and recorded a mark down to that portfolio of $29.5 million. The mark
down is reflected as a reduction in revenue.
39
Anticipated credit losses are included in our estimation of cash to be received with respect to receivables. Because such credit losses are included
in our computation of the appropriate level yield, we do not thereafter make periodic provision for credit losses, as our best estimate of the lifetime
aggregate of credit losses is included in that initial computation. Also because we include anticipated credit losses in our computation of the level yield, the
computed level yield is materially lower than the average contractual rate applicable to the receivables. Because our initial recorded value is fixed as the
price we pay for the receivable, rather than as the contractual principal balance, we do not record acquisition fees as an amortizing asset related to the
receivables, nor do we capitalize costs of acquiring the receivables. Rather we recognize the costs of acquisition as expenses in the period incurred.
Term Securitizations
Our term securitization structure has generally been as follows:
We sell automobile contracts we acquire to a wholly-owned special purpose subsidiary, which has been established for the limited purpose of
buying and reselling our automobile contracts. The special-purpose subsidiary then transfers the same automobile contracts to another entity, typically a
statutory trust. The trust issues interest-bearing asset-backed securities, in a principal amount equal to or less than the aggregate principal balance of the
automobile contracts. We typically sell these automobile contracts to the trust at face value and without recourse, except that representations and warranties
similar to those provided by the dealer to us are provided by us to the trust. One or more investors purchase the asset-backed securities issued by the trust;
the proceeds from the sale of the asset-backed securities are then used to purchase the automobile contracts from us. We may retain or sell subordinated
asset-backed securities issued by the trust or by a related entity.
We structure our securitizations to include internal credit enhancement for the benefit the investors (i) in the form of an initial cash deposit to an
account ("spread account") held by the trust, (ii) in the form of overcollateralization of the senior asset-backed securities, where the principal balance of the
senior asset-backed securities issued is less than the principal balance of the automobile contracts, (iii) in the form of subordinated asset-backed securities,
or (iv) some combination of such internal credit enhancements. The agreements governing the securitization transactions require that the initial level of
internal credit enhancement be supplemented by a portion of collections from the automobile contracts until the level of internal credit enhancement
reaches specified levels, which are then maintained. The specified levels are generally computed as a percentage of the principal amount remaining unpaid
under the related automobile contracts. The specified levels at which the internal credit enhancement is to be maintained will vary depending on the
performance of the portfolios of automobile contracts held by the trusts and on other conditions, and may also be varied by agreement among us, our
special purpose subsidiary, the insurance company, if any, and the trustee. Such levels have increased and decreased from time to time based on
performance of the various portfolios, and have also varied from one transaction to another. The agreements governing the securitizations generally grant
us the option to repurchase the sold automobile contracts from the trust when the aggregate outstanding balance of the automobile contracts has amortized
to a specified percentage of the initial aggregate balance.
Upon each transfer of automobile contracts in a transaction structured as a secured financing for financial accounting purposes, we retain on our
consolidated balance sheet the related automobile contracts as assets and record the asset-backed notes or loans issued in the transaction as indebtedness.
We receive periodic base servicing fees for the servicing and collection of the automobile contracts. Under our securitization structures treated as
secured financings for financial accounting purposes, such servicing fees are included in interest income from the automobile contracts. In addition, we are
entitled to the cash flows from the trusts that represent collections on the automobile contracts in excess of the amounts required to pay principal and
interest on the asset-backed securities, base servicing fees, and certain other fees and expenses (such as trustee and custodial fees). Required principal
payments on the asset-backed notes are generally defined as the payments sufficient to keep the principal balance of such notes equal to the aggregate
principal balance of the related automobile contracts (excluding those automobile contracts that have been charged off), or a pre-determined percentage of
such balance. Where that percentage is less than 100%, the related securitization agreements require accelerated payment of principal until the principal
balance of the asset-backed securities is reduced to the specified percentage. Such accelerated principal payment is said to create overcollateralization of
the asset-backed notes.
40
If the amount of cash required for payment of fees, expenses, interest and principal on the senior asset-backed notes exceeds the amount collected
during the collection period, the shortfall is withdrawn from the spread account, if any. If the cash collected during the period exceeds the amount necessary
for the above allocations plus required principal payments on the subordinated asset-backed notes, and there is no shortfall in the related spread account or
the required overcollateralization level, the excess is released to us. If the spread account and overcollateralization is not at the required level, then the
excess cash collected is retained in the trust until the specified level is achieved. Although spread account balances are held by the trusts on behalf of our
special-purpose subsidiaries as the owner of the residual interests (in the case of securitization transactions structured as sales for financial accounting
purposes) or the trusts (in the case of securitization transactions structured as secured financings for financial accounting purposes), we are restricted in use
of the cash in the spread accounts. Cash held in the various spread accounts is invested in high quality, liquid investment securities, as specified in the
securitization agreements. The interest rate payable on the automobile contracts is significantly greater than the interest rate on the asset-backed notes. As a
result, the residual interests described above historically have been a significant asset of ours.
In all of our term securitizations and warehouse credit facilities, whether treated as secured financings or as sales, we have sold the automobile
contracts (through a subsidiary) to the securitization entity. The difference between the two structures is that in securitizations that are treated as secured
financings we report the assets and liabilities of the securitization trust on our consolidated balance sheet. Under both structures, recourse to us by holders
of the asset-backed securities and by the trust, for failure of the automobile contract obligors to make payments on a timely basis, is limited to the
automobile contracts included in the securitizations or warehouse credit facilities, the spread accounts and our retained interests in the respective trusts.
Accrual for Contingent Liabilities
We are routinely involved in various legal proceedings resulting from our consumer finance activities and practices, both continuing and
discontinued. Our legal counsel has advised us on such matters where, based on information available at the time of this report, there is an indication that it
is both probable that a liability has been incurred and the amount of the loss can be reasonably determined.
We have recorded a liability as of December 31, 2020, which represents our best estimate of probable incurred losses for legal contingencies at
that date. The amount of losses that may ultimately be incurred cannot be estimated with certainty. However, based on such information as is available to
us, we believe that the range of reasonably possible losses for the legal proceedings and contingencies described or referenced above, as of December 31,
2020, and in excess of the liability we have recorded, does not exceed $3 million.
Accordingly, we believe that the ultimate resolution of such legal proceedings and contingencies, after taking into account our current litigation
reserves, should not have a material adverse effect on our consolidated financial condition. We note, however, that in light of the uncertainties inherent in
contested proceedings, there can be no assurance that the ultimate resolution of these matters will not significantly exceed the reserves we have accrued; as
a result, the outcome of a particular matter may be material to our operating results for a particular period, depending on, among other factors, the size of
the loss or liability imposed and the level of our income for that period.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period
that includes the enactment date.
Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. A valuation allowance is recognized
for a deferred tax asset if, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be
realized. In making such judgements, significant weight is given to evidence that can be objectively verified.
41
In determining the possible future realization of deferred tax assets, we have considered future taxable income from the following sources: (a)
reversal of taxable temporary differences; and (b) forecasted future net earnings from operations. Based upon those considerations, we have concluded that
it is more likely than not that the U.S. and state net operating loss carryforward periods provide enough time to utilize the deferred tax assets pertaining to
the existing net operating loss carryforwards and any net operating loss that would be created by the reversal of the future net deductions which have not
yet been taken on a tax return. Our estimates of taxable income are forward-looking statements, and there can be no assurance that our estimates of such
taxable income will be correct. Factors discussed under "Risk Factors," and in particular under the subheading "Risk Factors -- Forward-Looking
Statements" may affect whether such projections prove to be correct.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated
statements of operations. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.
Uncertainty of Capital Markets and General Economic Conditions
We depend upon the availability of warehouse credit facilities and access to long-term financing through the issuance of asset-backed securities
collateralized by our automobile contracts. Since 1994, we have completed 87 term securitizations of approximately $15.1 billion in contracts. We
generally conduct our securitizations on a quarterly basis, near the beginning of each calendar quarter, resulting in four securitizations per calendar year.
However, we completed only three securitizations in 2020. In April 2020 we postponed our planned securitization due to the onset of the pandemic and the
effective closure of the capital markets in which our securitizations are executed. Subsequently we successfully completed securitizations in June and
September 2020.
Financial Covenants
Certain of our securitization transactions and our warehouse credit facilities contain various financial covenants requiring certain minimum
financial ratios and results. Such covenants include maintaining minimum levels of liquidity and net worth and not exceeding maximum leverage levels. In
addition, certain securitization and non-securitization related debt contain cross-default provisions that would allow certain creditors to declare a default if a
default occurred under a different facility. As of December 31, 2020 we were in compliance with all such financial covenants.
Results of Operations
Comparison of Operating Results for the year ended December 31, 2020 with the year ended December 31, 2019
Revenues. During the year ended December 31, 2020, our revenues were $271.2 million, a decrease of $74.6 million, or 21.6%, from the prior
year revenues of $345.8 million. The primary reason for the decrease in revenues is a decrease in interest income and a mark down to the recorded value of
the portion of the receivables portfolio accounted for at fair value. Interest income for the year ended December 31, 2020 decreased $42.1 million, or
12.5%, to $295.0 million from $337.1 million in the prior year. The primary reason for the decrease in interest income is the continued runoff of our
portfolio of finance receivables originated prior to January 2018, which accrued interest at an average of 18.5%, which is offset only in part by the increase
in our portfolio of receivables measured at fair value, which are those originated since January 2018. The interest yield on receivables measured at fair
value is reduced to take account of expected losses and is therefore less than the yield on other finance receivables. The table below shows the outstanding
and average balances of our portfolio held by consolidated subsidiaries for the year months ended December 31, 2020 and 2019:
42
2020
Interest
Year Ended December 31,
(Dollars in thousands)
Interest
Yield
Average
Balance
2019
Interest
Interest
Yield
Average
Balance
Interest Earning Assets
Finance receivables
$
Finance receivables measured at fair value
$
Total
684,259 $
1,631,491
2,315,750 $
126,716
168,266
294,982
18.5% $
10.3%
12.7% $
1,192,484 $
1,212,226
2,404,710 $
214,037
123,059
337,096
17.9%
10.2%
14.0%
Revenues for the year ended December 31, 2020 include a $29.5 million mark down to the recorded value of the finance receivables measured at
fair value. The mark down is an estimate based on our evaluation of the appropriate fair value and future earnings rate of existing receivables compared to
recently acquired receivables and our assessment of potential additional future net losses arising from the pandemic.
Other income decreased by $3.0 million, or 34.4%, to $5.7 million in the year ended December 31, 2020 from $8.7 million in the prior year. The
decrease in other income generally resulted from a decrease of $1.3 million in revenues associated with direct mail and other related products and services
that we offer to our dealers and a decrease of $1.0 million in payments from third-party providers of convenience fees paid by our customers for web based
and other electronic payments.
Expenses. Our operating expenses consist largely of interest expense, provision for credit losses, employee costs, sales and general and
administrative expenses. Provision for credit losses is affected by the balance and credit performance of our portfolio of finance receivables (other than our
portfolio of finance receivables measured at fair value, as to which expected credit losses have the effect of reducing the interest rate applicable to such
receivables). Interest expense is significantly affected by the volume of automobile contracts we purchased during the trailing 12-month period and the use
of our warehouse facilities and asset-backed securitizations to finance those contracts. Employee costs and general and administrative expenses are incurred
as applications and automobile contracts are received, processed and serviced. Factors that affect margins and net income include changes in the
automobile and automobile finance market environments, and macroeconomic factors such as interest rates and changes in the unemployment level.
Employee costs include base salaries, commissions and bonuses paid to employees, and certain expenses related to the accounting treatment of
outstanding stock options, and are one of our most significant operating expenses. These costs (other than those relating to stock options) generally
fluctuate with the level of applications and automobile contracts processed and serviced.
Other operating expenses consist largely of facilities expenses, telephone and other communication services, credit services, computer services,
sales and advertising expenses, and depreciation and amortization.
Total operating expenses were $251.0 million for the year ended December 31, 2020, compared to $336.6 million for the prior year, a decrease of
$85.6 million, or 25.4%. The decrease is primarily due to a decrease in provision for credit losses and interest expense.
Employee costs decreased by $679,000 or 0.8%, to $80.2 million during the year ended December 31, 2020, representing 31.9% of total operating
expenses, from $80.9 million for the prior year, or 24.0% of total operating expenses. In the first quarter of 2020, prior to the onset of the pandemic, our
employee costs were greater than in the first quarter of 2019. Those increases have been partially offset by decreases since the first quarter of 2020, which
are the result of staff reductions due in part to the fact that our contract purchases have not returned to pre-pandemic levels. If our contract purchase
volumes remain at current levels, we expect lower employee costs in future periods.
43
The table below summarizes our employees by category as well as contract purchases and units in our managed portfolio as of, and for the years
ended, December 31, 2020 and 2019:
Contracts purchased (dollars)
Contracts purchased (units)
Managed portfolio outstanding (dollars)
Managed portfolio outstanding (units)
Number of Originations staff
Number of Marketing staff
Number of Servicing staff
Number of other staff
Total number of employees
December 31, 2020 December 31, 2019
Amount
Amount
$
$
($ in millions)
742.6 $
39,887
2,175.0 $
163,177
157
96
460
74
787
1,002.8
55,919
2,416.0
181,498
202
122
612
74
1,010
General and administrative expenses include costs associated with purchasing and servicing our portfolio of finance receivables, including
expenses for facilities, credit services, and telecommunications. General and administrative expenses were $32.0 million, a decrease of $1.0 million, or
3.1%, compared to the previous year and represented 12.7% of total operating expenses.
Interest expense for the year ended December 31, 2020 decreased by $9.2 million to $101.3 million, or 8.3%, compared to $110.5 million in the
previous year. Interest expense represented 40.4% of total operating expenses in 2020.
Interest on securitization trust debt decreased by $8.8 million, or 9.1%, for the year ended December 31, 2020 compared to the prior year. The
average balance of securitization trust debt decreased 7.5% to $2,017.2 million for the year ended December 31, 2020 compared to $2,181.5 million for the
year ended December 31, 2019. The blended interest rates on new term securitizations have generally increased in 2017 and 2018 before declining in 2019
and 2020. For any particular quarterly securitization transaction, the blended cost of funds is ultimately the result of many factors including the market
interest rates for benchmark swaps of various maturities against which our bonds are priced and the margin over those benchmarks that investors are
willing to accept, which in turn, is influenced by investor demand for our bonds at the time of the securitization. These and other factors have resulted in
fluctuations in our securitization trust debt interest costs. The blended interest rates of our recent securitizations are summarized in the table below:
Blended Cost of Funds on Recent Asset-Backed Term Securitizations
Period
January 2017
April 2017
July 2017
October 2017
January 2018
April 2018
July 2018
October 2018
January 2019
April 2019
July 2019
October 2019
January 2020
June 2020
September 2020
Blended Cost of Funds
3.91%
3.45%
3.52%
3.39%
3.46%
3.98%
4.18%
4.25%
4.22%
3.95%
3.36%
2.95%
3.08%
4.09%
2.39%
44
The annualized average rate on our securitization trust debt was 4.4% for the year ended December 31, 2020 and 2019. The annualized average
rate is influenced by the manner in which the underlying securitization trust bonds are repaid. The rate tends to increase over time on any particular
securitization since the structures of our securitization trusts generally provide for sequential repayment of the shorter term, lower interest rate bonds before
the longer term, higher interest rate bonds.
Interest expense on warehouse lines of credit decreased by $724,000, or 8.6% for the year ended December 31, 2020 compared to the prior year.
The average rate on the debt was 8.3% in 2020 compared to 9.7% in the prior year while the average balance of the warehouse debt increased to $92.5
million from $86.2 million.
Interest expense on residual interest financing was $3.5 million in the year ended December 31, 2020 compared to $3.8 million in the prior year as
the average balance has decreased.
Interest expense on our subordinated renewable notes increased by $741,000, or 51.7%, for the year ended December 31, 2020 compared to the
prior year. The average balance of the notes increased from $15.0 million in the prior year to $19.3 million for the year ended December 31, 2020. The
average interest rate on our subordinated notes increased to 11.2% for the year ended December 31, 2020 from 9.6% for the year ended December 31,
2019.
The following table presents the components of interest income and interest expense and a net interest yield analysis for the years ended December
31, 2020 and 2019:
2020
Interest
Year Ended December 31,
(Dollars in thousands)
Annualized
Average
Yield/Rate
Average
Balance (1)
2019
Interest
Annualized
Average
Yield/Rate
Average
Balance (1)
Interest Earning Assets
Finance receivables gross (2)
Finance receivables at fair value
Interest Bearing Liabilities
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
Net interest income/spread
Net interest margin (3)
Ratio of average interest earning assets to average
interest bearing liabilities
$
$
$
$
684,259
1,631,491
2,315,750
$
92,481
34,906
2,017,152
19,340
2,163,879
$
$
$
107%
126,716
168,266
294,982
7,678
3,454
88,031
2,175
101,338
193,644
$
18.5%
10.3%
12.7%
8.3%
9.9%
4.4%
11.2%
4.7%
$
$
8.4%
$
1,157,910
1,212,226
2,370,136
86,200
40,000
2,181,545
14,982
2,322,727
214,037
123,059
337,096
8,402
3,822
96,870
1,434
110,528
$
226,568
102%
18.5%
10.2%
14.2%
9.7%
9.6%
4.4%
9.6%
4.8%
9.6%
___________________
(1) Average balances are based on month end balances except for warehouse lines of credit, which are based on daily balances.
(2) Net of deferred fees and direct costs.
(3) Net interest income divided by average interest earning assets.
45
Interest Earning Assets
Interest Bearing Liabilities
Finance receivables gross
Finance receivables at fair value
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
$
Year Ended December 31, 2020
Compared to December 31, 2019
Total
Change
Change Due Change Due
to Volume
(In thousands)
to Rate
(87,321) $
45,207
(42,114)
(724)
(368)
(8,839)
741
(9,190)
(87,553) $
42,562
(44,991)
612
(487)
(7,300)
417
(6,758)
232
2,645
2,877
(1,336)
119
(1,539)
324
(2,432)
Net interest income/spread
$
(32,924) $
(38,233) $
5,309
The reduction in the annualized yield on our finance receivables for the year ended December 31, 2020 compared to the prior year period is the
result of the lower interest yield on the receivables measured at fair value. The interest yield on receivables measured at fair value is reduced to take
account of expected losses and is therefore less than the yield on other finance receivables. The average balance of these receivables was $1,631.5 million
for the twelve months ended December 31, 2020 compared to $1,212.2 million in the prior year period.
Effective January 1, 2020, the Company adopted Accounting Standards Codification Topic 326 - Financial Instruments - Credit Losses:
Measurement of Credit Losses on Financial Instruments. The amendment introduces a new credit reserving model known as the Current Expected Credit
Loss model, generally referred to as CECL. Adoption of CECL required the establishment of an allowance for the remaining expected lifetime credit losses
on the portion of the Company’s receivable portfolio that was originated prior to January 2018. To comply with CECL, the Company recorded an addition
to its allowance for finance credit losses of $127.0 million. In accordance with the rules for adopting CECL, the offset to the addition to the allowance for
finance credit losses was a tax affected reduction to retained earnings using the modified retrospective method.
Provision for credit losses was $14.1 million for the year ended December 31, 2020. The provision represents our estimate of additional losses that
may be incurred on the portfolio of finance receivables resulting from the pandemic. Such losses were not considered in our initial estimate of remaining
lifetime losses that we recorded with the adoption of CECL in January 2020. In the prior year period, prior to the adoption of CECL, provision for credit
losses was $85.8 million.
The allowance applies only to our finance receivables originated through December 2017, which we refer to as our legacy portfolio. Finance
receivables that we have originated since January 2018 are accounted for at fair value. Under the fair value method of accounting, we recognize interest
income net of expected credit losses. Thus, no provision for credit loss expense is recorded for finance receivables measured at fair value.
Sales expense consists primarily of commission-based compensation paid to our employee sales representatives. Our sales representatives earn a
salary plus commissions based on volume of contract purchases and sales of ancillary products and services that we offer our dealers, such as training
programs, internet lead sales, and direct mail products. Sales expense decreased by $3.7 million to $14.2 million during the year ended December 31, 2020
and represented 5.7% of total operating expenses. We purchased $742.6 million of new contracts during the year ended December 31, 2020 compared to
$1,002.8 million in the prior year period. In our second quarter of 2020, we experienced a significant reduction in contract purchases due to the pandemic
and partial shutdown of the economy. Subsequently, our contract purchase volumes have increased but have not recovered to pre-pandemic levels.
Occupancy expenses decreased by $66,000 or 0.9%, to $7.4 million compared to $7.5 million in the previous year and represented 3.0% of total
operating expenses.
46
Depreciation and amortization expenses increased by $709,000 or 65.9%, to $1.8 million compared to $1.1 million in the previous year and
represented 0.6% of total operating expenses.
Income tax benefit was $1.6 million for the year ended December 31, 2020, which includes an $8.8 million tax benefit. On March 27, 2020, the
Coronavirus Aid, Relief and Economic Security (“CARES”) Act was passed into law, providing wide ranging economic relief for individuals and
businesses. One component of the CARES Act provides the Company with an opportunity to carry back net operating losses (“NOLs”) arising from 2018,
2019 and 2020 to the prior five tax years. The Company has previously valued its NOLs at the federal corporate income tax rate of 21%. However, the
CARES Act provides for NOL carryback claims to be calculated based on a rate of 35%, which was the federal corporate tax rate in effect for the carryback
years. The result of the revaluation of NOLs and other tax adjustments is a net tax benefit of $8.8 million. Excluding the tax benefit, income tax expense
would have been $7.2 million, representing an effective income tax rate of 36%. For the prior year period, income tax expense was $3.8 million, which
represents an effective income tax rate of 41%.
Comparison of Operating Results for the year ended December 31, 2019 with the year ended December 31, 2018
Revenues. During the year ended December 31, 2019, our revenues were $345.8 million, a decrease of $44.0 million, or 11.3%, from the prior year
revenues of $389.8 million. The primary reason for the decrease in revenues is a decrease in interest income. Interest income for the year ended December
31, 2019 decreased $43.2 million, or 11.4%, to $337.1 million from $380.3 million in the prior year. The primary reason for the decrease in interest income
is the lower interest yield on the receivables measured at fair value. The interest yield on receivables measured at fair value is reduced to take account of
expected losses and is therefore less than the yield on other finance receivables. The table below shows the outstanding and average balances of our
portfolio held by consolidated subsidiaries for the year months ended December 31, 2019 and 2018:
Average
Balance
2019
Interest
Year Ended December 31,
(Dollars in thousands)
Interest
Yield
Average
Balance
2018
Interest
Interest
Yield
Interest Earning Assets
Finance receivables
Finance receivables measured at fair value
Total
$
$
1,192,484 $
1,212,226
2,404,710 $
214,037
123,059
337,096
17.9%
10.2%
14.0%
$
$
1,860,388
447,167
2,307,555
$
$
336,434
43,863
380,297
18.1%
9.8%
16.5%
Other income decreased by $730,000, or 7.2%, to $9.5 million in the year ended December 31, 2018 from $10.2 million during the prior year. The
decrease in other income resulted from a decrease of $1.2 million in revenues associated with direct mail and other related products and services that we
offer to our dealers. This decrease was partially offset by an increase of $740,000 in payments from third-party providers of convenience fees paid by our
customers for web based and other electronic payments.
Expenses. Our operating expenses consist largely of interest expense, provision for credit losses, employee costs, sales and general and administrative
expenses. Provision for credit losses is affected by the balance and credit performance of our portfolio of finance receivables (other than our portfolio of
finance receivables measured at fair value, as to which expected credit losses have the effect of reducing the interest rate applicable to such receivables).
Interest expense is significantly affected by the volume of automobile contracts we purchased during the trailing 12-month period and the use of our
warehouse facilities and asset-backed securitizations to finance those contracts. Employee costs and general and administrative expenses are incurred as
applications and automobile contracts are received, processed and serviced. Factors that affect margins and net income include changes in the automobile
and automobile finance market environments, and macroeconomic factors such as interest rates and changes in the unemployment level.
47
Employee costs include base salaries, commissions and bonuses paid to employees, and certain expenses related to the accounting treatment of
outstanding stock options, and are one of our most significant operating expenses. These costs (other than those relating to stock options) generally
fluctuate with the level of applications and automobile contracts processed and serviced.
Other operating expenses consist largely of facilities expenses, telephone and other communication services, credit services, computer services,
sales and advertising expenses, and depreciation and amortization.
Total operating expenses were $336.6 million for the year ended December 31, 2019, compared to $371.1 million for the prior year, a decrease of
$34.4 million, or 9.3%. The decrease is primarily due to a decrease in provision for credit losses, offsetting increases in interest expense, employee costs,
and general and administrative expenses.
Employee costs increased by $1.6 million or 2.0%, to $80.9 million during the year ended December 31, 2019, representing 24.0% of total
operating expenses, from $79.3 million for the prior year, or 24.5% of total operating expenses. The table below summarizes our employees by category as
well as contract purchases and units in our managed portfolio as of, and for the years ended, December 31, 2019 and 2018:
Contracts purchased (dollars)
Contracts purchased (units)
Managed portfolio outstanding (dollars)
Managed portfolio outstanding (units)
Number of Originations staff
Number of Marketing staff
Number of Servicing staff
Number of other staff
Total number of employees
December 31, 2019 December 31, 2018
Amount
Amount
$
$
($ in millions)
1,002.8 $
55,919
2,416.0 $
181,498
202
122
612
74
1,010
902.4
52,731
2,380.8
176,042
215
132
610
75
1,032
General and administrative expenses include costs associated with purchasing and servicing our portfolio of finance receivables, including
expenses for facilities, credit services, and telecommunications. General and administrative expenses were $33.0 million, an increase of $2.0 million, or
6.3%, compared to the previous year and represented 9.8% of total operating expenses.
Interest expense for the year ended December 31, 2019 increased by $9.1 million to $110.5 million, or 8.9%, compared to $101.5 million in the
previous year. Interest expense represented 32.8% of total operating expenses in 2019.
48
Interest on securitization trust debt increased by $6.9 million, or 7.7%, for the year ended December 31, 2019 compared to the prior year. The
average balance of securitization trust debt increased 1.9% to $2,181.5 million for the year ended December 31, 2019 compared to $2,140.1 million for the
year ended December 31, 2018. The cost of securitization debt during the year ended December 31, 2019 also increased to 4.4% from 4.2% in the prior
year period. For any particular quarterly securitization transaction, the blended cost of funds is ultimately the result of many factors including the market
interest rates for benchmark swaps of various maturities against which our bonds are priced and the margin over those benchmarks that investors are
willing accept, which in turn, is influenced by investor demand for our bonds at the time of the securitization. The cost of funds had moved up in 2018
before trending downward in 2019. The blended interest rates of our recent securitizations are summarized in the table below:
Blended Cost of Funds on Recent Asset-Backed Term Securitizations
Period
January 2017
April 2017
July 2017
October 2017
January 2018
April 2018
July 2018
October 2018
January 2019
April 2019
July 2019
October 2019
Blended Cost of Funds
3.91%
3.45%
3.52%
3.39%
3.46%
3.98%
4.18%
4.25%
4.22%
3.95%
3.36%
2.95%
The annualized average rate on our securitization trust debt was 4.4% for the year ended December 31, 2019 compared to 4.2% in the prior year.
The annualized average rate is influenced by the manner in which the underlying securitization trust bonds are repaid. The rate tends to increase over time
on any particular securitization since the structures of our securitization trusts generally provide for sequential repayment of the shorter term, lower interest
rate bonds before the longer term, higher interest rate bonds.
Interest expense on our subordinated renewable notes decreased by $11,000, or 0.8%, for the year ended December 31, 2019 compared to the prior
year. The average balance of the notes decreased from $16.5 million in the prior year to $15.0 million for the year ended December 31, 2019. However, the
average interest rate on our subordinated notes increased to 9.6% for the year ended December 31, 2019 from 8.7% for the year ended December 31, 2018.
Interest expense on residual interest financing was $3.8 million in the year ended December 31, 2019 compared to $2.3 million in the prior year.
This transaction closed in May 2018 and was not outstanding for the full year in 2018.
Interest expense on warehouse lines of credit increased by $650,000, or 8.4% for the year ended December 31, 2019 compared to the prior year.
The increase in interest expense was due to the higher utilization of our warehouse lines in 2019 compared to 2018. This increase was partially offset by a
decrease in the average interest rate on our warehouse credit line debt from 11.6% in 2018 to 9.7% in 2019.
49
The following table presents the components of interest income and interest expense and a net interest yield analysis for the years ended December
31, 2019 and 2018:
2019
Interest
Year Ended December 31,
(Dollars in thousands)
Annualized
Average
Yield/Rate
Average
Balance (1)
2018
Interest
Annualized
Average
Yield/Rate
Interest Earning Assets
Finance receivables gross (2)
Finance receivables at fair value
Interest Bearing Liabilities
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
$
$
$
Net interest income/spread
Net interest margin (3)
Ratio of average interest earning assets to average
interest bearing liabilities
Average
Balance (1)
$
1,157,910
1,212,226
2,370,136
86,200
40,000
2,181,545
14,982
2,322,727
102%
214,037
123,059
337,096
8,402
3,822
96,870
1,434
110,528
336,434
43,863
380,297
7,752
2,343
89,926
1,445
101,466
$
18.5%
10.2%
14.2%
$
1,860,388
447,167
2,307,555
9.7%
9.6%
4.4%
9.6%
4.8%
$
$
9.6%
66,984
25,000
2,140,093
16,533
2,248,610
103%
$
226,568
$
278,831
_______________________
(1) Average balances are based on month end balances except for warehouse lines of credit, which are based on daily balances.
(2) Net of deferred fees and direct costs.
(3) Net interest income divided by average interest earning assets.
Interest Earning Assets
Interest Bearing Liabilities
Finance receivables gross
Finance receivables at fair value
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
Year Ended December 31, 2019
Compared to December 31, 2018
Total
Change
Change Due Change Due
to Volume
(In thousands)
to Rate
$
(122,397)
79,196
(43,201)
(127,037) $
75,045
(51,992)
650
1,479
6,944
(11)
9,062
2,224
1,406
1,742
(136)
5,236
18.1%
9.8%
16.5%
11.6%
9.4%
4.2%
8.7%
4.5%
12.1%
4,640
4,151
8,791
(1,574)
73
5,202
125
3,826
4,965
Net interest income/spread
$
(52,263)
(57,228) $
50
The reduction in the annualized yield on our finance receivables for the year ended December 31, 2019 compared to the prior year period is the
result of the lower interest yield on the receivables measured at fair value. The interest yield on receivables measured at fair value is reduced to take
account of expected losses and is therefore less than the yield on other finance receivables. The average balance of these receivables was $1,212.2 million
for the twelve months ended December 31, 2019 compared to $447.2 million in the prior year period.
Provision for credit losses was $85.8 million for the year ended December 31, 2019, a decrease of $47.3 million, or 35.5% compared to the prior
year and represented 25.5% of total operating expenses. The provision for credit losses maintains the allowance for finance credit losses at levels that we
feel are adequate for probable incurred credit losses that can be reasonably estimated. Our approach for establishing the allowance requires greater amounts
of provision for credit losses early in the terms of our finance receivables. In addition, we monitor the delinquency and net charge off rates in our portfolio
to consider how such rates may affect the allowance for finance credit losses. The allowance applies only to our finance receivables originated through
December 2017, which we refer to as our legacy portfolio. Since no receivables have been added to the legacy portfolio since December 2017, it has
seasoned to the point where its weighted age is 42 months at December 31, 2019. We have also observed that receivables originated in 2017 have incurred
credit losses at a significantly lower rate than receivables we originated in 2015 and 2016. The age of the legacy portfolio, its continuously declining
balance and the significant variance of the relative credit performance of the vintage pools that make up the legacy portfolio have contributed to lower
provisions for credit losses and lower levels of the allowance for finance credit losses. Finance receivables that we have originated since January 2018 are
accounted for at fair value. Under the fair value method of accounting, we recognize interest income under the interest method on a level yield basis based
on forecasted future cash flows net of expected credit losses. Thus, no provision for credit loss expense is recorded for finance receivables measured at fair
value.
Sales expenses consist primarily of commission-based compensation paid to our employee sales representatives. Our sales representatives earn a
salary plus commissions based on volume of contract purchases and sales of ancillary products and services that we offer our dealers, such as training
programs, internet lead sales, and direct mail products. Sales expenses increased by $321,000, or 1.8%, to $17.9 million during the year ended December
31, 2019, compared to $17.6 million in the prior year, and represented 5.3% of total operating expenses. For the year ended December 31, 2019, we
purchased 55,919 contracts representing $1,002.8 million in receivables compared to 52,731 contracts representing $902.4 million in receivables in the
prior year.
Occupancy expenses decreased by $120,000 or 1.6%, to $7.5 million compared to $7.6 million in the previous year and represented 2.2% of total
operating expenses.
Depreciation and amortization expenses increased by $84,000 or 8.5%, to $1,076,000 compared to $992,000 in the previous year and represented
0.2% of total operating expenses.
For the year ended December 31, 2019, we recorded income tax expense of $3.8 million, representing an effective income tax rate of 41.0%. For
the year ended December 31, 2018, we recorded income tax expense of $3.8 million, representing an effective income tax rate of 20.5%. This includes $2.1
million of income tax benefit related to certain tax planning strategies and other adjustments. Excluding the impact of the tax benefit, the effective tax rate
for 2018 would have been 31.8%.
51
Liquidity and Capital Resources
Liquidity
Our business requires substantial cash to support our purchases of automobile contracts and other operating activities. Our primary sources of cash
have been cash flows from the proceeds from term securitization transactions and other sales of automobile contracts, amounts borrowed under various
revolving credit facilities (also sometimes known as warehouse credit facilities), customer payments of principal and interest on finance receivables, fees
for origination of automobile contracts, and releases of cash from securitization transactions and their related spread accounts. Our primary uses of cash
have been the purchases of automobile contracts, repayment of amounts borrowed under lines of credit, securitization transactions and otherwise, operating
expenses such as employee, interest, occupancy expenses and other general and administrative expenses, the establishment of spread accounts and initial
overcollateralization, if any, the increase of credit enhancement to required levels in securitization transactions, and income taxes. There can be no
assurance that internally generated cash will be sufficient to meet our cash demands. The sufficiency of internally generated cash will depend on the
performance of securitized pools (which determines the level of releases from those pools and their related spread accounts), the rate of expansion or
contraction in our managed portfolio, and the terms upon which we are able to acquire and borrow against automobile contracts.
Net cash provided by operating activities for the years ended December 31, 2020, 2019 and 2018 was $238.8 million, $216.8 million and $216.2
million, respectively. Net cash from operating activities is generally provided by net income from operations adjusted for significant non-cash items such as
our provision for credit losses and interest accretion on fair value receivables.
Net cash provided by investing activities for the year ended December 31, 2020 was $93.0 million. Net cash used in investing activities for the
years ended December 31, 2019 and 2018 was $229.4 million and $242.2 million, respectively. Cash provided by investing activities primarily results from
principal payments and other proceeds received on finance receivables. Cash used in investing activities generally relates to purchases of automobile
contracts. Purchases of finance receivables were $739.7 million (includes acquisition fees paid), $1,004.2 million and $914.9 million in 2020, 2019 and
2018, respectively.
Net cash used in financing activities for the year ended December 31, 2020 was $328.5 million. Net cash provided by financing activities for the
years ended December 31, 2019 and 2018 was $23.3 million and $31.4 million, respectively. Cash used or provided by financing activities is primarily
related to the issuance of securitization trust debt, reduced by the amount of repayment of securitization trust debt and net proceeds or repayments on our
warehouse lines of credit and other debt. We issued $714.5 million in new securitization trust debt in 2020 compared to $1,000.5 million in 2019 and
$855.8 million in 2018. Repayments of securitization debt were $1,010.0 million, $966.1 million and $876.1 million in 2020, 2019 and 2018, respectively.
We purchase automobile contracts from dealers for a cash price approximately equal to their principal amount, adjusted for an acquisition fee
which may either increase or decrease the automobile contract purchase price. Those automobile contracts generate cash flow, however, over a period of
years. We have been dependent on warehouse credit facilities to purchase automobile contracts and our securitization transactions for long term financing
of our contracts. In addition, we have accessed other sources, such as residual financings and subordinated debt in order to finance our continuing
operations.
The acquisition of automobile contracts for subsequent financing in securitization transactions, and the need to fund spread accounts and initial
overcollateralization, if any, and increase credit enhancement levels when those transactions take place, results in a continuing need for capital. The amount
of capital required is most heavily dependent on the rate of our automobile contract purchases, the required level of initial credit enhancement in
securitizations, and the extent to which the previously established trusts and their related spread accounts either release cash to us or capture cash from
collections on securitized automobile contracts. Of those, the factor most subject to our control is the rate at which we purchase automobile contracts.
52
We are and may in the future be limited in our ability to purchase automobile contracts due to limits on our capital. As of December 31, 2020, we
had unrestricted cash of $13.5 million and $179.5 million aggregate available borrowings under our three warehouse credit facilities (assuming the
availability of sufficient eligible collateral). As of December 30, 2020, we had approximately $33.5 million of such eligible collateral. In February 2021,
we repaid in full one of the facilities at maturity, leaving us with two facilities of $100 million each thereafter. During 2020, we completed three
securitizations aggregating $714.5 million of notes sold. Our plans to manage our liquidity include maintaining our rate of automobile contract purchases at
a level that matches our available capital, and, as appropriate, minimizing our operating costs. If we are unable to complete such securitizations, we may be
unable to increase our rate of automobile contract purchases, in which case our interest income and other portfolio related income could decrease.
Our liquidity will also be affected by releases of cash from the trusts established with our securitizations. While the specific terms and mechanics
of each spread account vary among transactions, our securitization agreements generally provide that we will receive excess cash flows, if any, only if the
amount of credit enhancement has reached specified levels and the delinquency or net losses related to the automobile contracts in the pool are below
certain predetermined levels. In the event delinquencies or net losses on the automobile contracts exceed such levels, the terms of the securitization may
require increased credit enhancement to be accumulated for the particular pool. There can be no assurance that collections from the related trusts will
continue to generate sufficient cash.
Our warehouse credit facilities contain various financial covenants requiring certain minimum financial ratios and results. Such covenants include
maintaining minimum levels of liquidity and net worth and not exceeding maximum leverage levels. In addition, certain of our debt agreements other than
our term securitizations contain cross-default provisions. Such cross-default provisions would allow the respective creditors to declare a default if an event
of default occurred with respect to other indebtedness of ours, but only if such other event of default were to be accompanied by acceleration of such other
indebtedness. As of December 31, 2020, we were in compliance with all such financial covenants.
We have and will continue to have a substantial amount of indebtedness. At December 31, 2020, we had approximately $1,969.4 million of debt
outstanding. Such debt consisted primarily of $1,803.7 million of securitization trust debt and $119.0 million of debt from warehouse lines of credit. Since
2005, we have offered renewable subordinated notes to the public on a continuous basis, and such notes have maturities that range from six months to 10
years. We had $21.3 million in subordinated renewable notes outstanding at December 31, 2020. On May 16, 2018, we completed a $40.0 million
securitization of residual interests from previously issued securitizations. At December 31, 2020, $25.6 million of this residual interest financing debt
remains outstanding ($25.4 million net of deferred financing costs).
Although we believe we are able to service and repay our debt, there is no assurance that we will be able to do so. If our plans for future
operations do not generate sufficient cash flows and earnings, our ability to make required payments on our debt would be impaired. If we fail to pay our
indebtedness when due, it could have a material adverse effect on us and may require us to issue additional debt or equity securities.
Contractual Obligations
The following table summarizes our material contractual obligations as of December 31, 2020 (dollars in thousands):
Less than
Payment Due by Period (1)
2 to 3
Years
Total
1 Year
4 to 5
Years
More than
5 Years
Long Term Debt (2)
Operating Leases
_____________________
(1) Securitization trust debt, in the aggregate amount of $1,803.7 million as of December 31, 2020, is omitted from this table because it becomes due as
and when the related receivables balance is reduced by payments and charge-offs. Expected payments, which will depend on the performance of such
receivables, as to which there can be no assurance, are $818.4 million in 2021, $450.9 million in 2022, $350.7 million in 2023, $81.1 million in 2024,
$83.7 million in 2025, and $18.7 million in 2026.
3,484 $
736
6,681 $
8,597
21,323
18,020
9,506
8,687
1,652
–
$
$
$
(2) Long-term debt represents subordinated renewable notes.
53
We anticipate repaying debt due in 2021 with a combination of cash flows from operations and the potential issuance of new debt.
Warehouse Credit Facilities
The terms on which credit has been available to us for purchase of automobile contracts have varied in recent years, as shown in the following
summary of our warehouse credit facilities:
Facility Established in May 2012. On May 11, 2012, we entered into a $100 million one-year warehouse credit line with Citibank, N.A. The
facility is structured to allow us to fund a portion of the purchase price of automobile contracts by borrowing from a credit facility to our consolidated
subsidiary Page Eight Funding, LLC. The facility provides for effective advances up to 82.0% of eligible finance receivables. The loans under the facility
accrue interest at one-month LIBOR plus 3.00% per annum, with a minimum rate of 3.75% per annum. In December 2020, this facility was amended to
extend the revolving period to December 2022 and to include an amortization period through December 2023 for any receivables pledged to the facility at
the end of the revolving period. At December 31, 2020 there was $45.7 million outstanding under this facility.
Facility Established in April 2015. On April 17, 2015, we entered into an additional $100 million one-year warehouse credit line with Fortress
Investment Group. The facility is structured to allow us to fund a portion of the purchase price of automobile contracts by borrowing from a credit facility
to our consolidated subsidiary Page Six Funding, LLC. The facility provides for effective advances up to 88.0% of eligible finance receivables. The loans
under the facility accrue interest at one-month LIBOR plus 5.50% per annum, with a minimum rate of 6.50% per annum. In February 2019, this facility
was amended to extend the revolving period to February 2021 followed by an amortization period through February 2023. At December 31, 2020 there was
$42.6 million outstanding under this facility. In February 2021, we repaid this facility in full at its maturity date and elected not to renew it.
Facility Established in November 2015. On November 24, 2015, we entered into an additional $100 million one-year warehouse credit line with
affiliates of Credit Suisse Group and Ares Management LP. The facility is structured to allow us to fund a portion of the purchase price of automobile
contracts by borrowing from a credit facility to our consolidated subsidiary Page Nine Funding, LLC. The facility provides for effective advances up to
88.0% of eligible finance receivables. The loans under the facility accrue interest at a commercial paper rate plus 4.00% per annum, with a minimum rate
of 5.00% per annum. In December 2019, this facility was amended to extend the revolving period to December 2021 followed by an amortization period
through December 2023 for any receivables pledged to the facility at the end of the revolving period. At December 31, 2020 there was $32.3 million
outstanding under this facility.
Capital Resources
Securitization trust debt is repaid from collections on the related receivables, and becomes due in accordance with its terms as the principal
amount of the related receivables is reduced. Although the securitization trust debt also has alternative final maturity dates, those dates are significantly
later than the dates at which repayment of the related receivables is anticipated, and at no time in our history have any of our sponsored asset-backed
securities reached those alternative final maturities.
The acquisition of automobile contracts for subsequent transfer in securitization transactions, and the need to fund spread accounts and initial
overcollateralization, if any, when those transactions take place, results in a continuing need for capital. The amount of capital required is most heavily
dependent on the rate of our automobile contract purchases, the required level of initial credit enhancement in securitizations, and the extent to which the
trusts and related spread accounts either release cash to us or capture cash from collections on securitized automobile contracts. We plan to adjust our levels
of automobile contract purchases and the related capital requirements to match anticipated releases of cash from the trusts and related spread accounts.
54
Capitalization
Over the period from January 1, 2018 through December 31, 2020 we have managed our capitalization by issuing and refinancing debt as
summarized in the following table:
RESIDUAL INTEREST FINANCING:
Beginning balance
Issuances
Payments
Capitalization of deferred financing costs
Amortization of deferred financing costs
Ending balance
SECURITIZATION TRUST DEBT:
Beginning balance
Issuances
Payments
Capitalization of deferred financing costs
Amortization of deferred financing costs
Ending balance
SUBORDINATED RENEWABLE NOTES:
Beginning balance
Issuances
Payments
Ending balance
2020
Year Ended December 31,
2019
(Dollars in thousands)
2018
$
$
$
$
$
$
39,478
–
(14,424)
–
372
25,426
2,097,728
714,543
(1,009,988)
(4,862)
6,252
1,803,673
17,534
6,750
(2,961)
21,323
$
$
$
$
$
$
39,106 $
–
–
–
372
39,478 $
2,063,627 $
1,000,501
(966,144)
(6,808)
6,552
2,097,728 $
17,290 $
5,764
(5,520)
17,534 $
–
40,000
–
(1,081)
187
39,106
2,083,215
855,828
(876,094)
(6,198)
6,876
2,063,627
16,566
3,175
(2,451)
17,290
Residual Interest Financing. On May 16, 2018, we completed a $40.0 million securitization of residual interests from previously issued
securitizations. In this residual interest financing transaction, qualified institutional buyers purchased $40.0 million of asset-backed notes secured by
residual interests in thirteen CPS securitizations consecutively conducted from September 2013 through December 2016, and an 80% interest in a CPS
affiliate that owns the residual interests in the four CPS securitizations conducted in 2017. The sold notes (“2018-1 Notes”), issued by CPS Auto
Securitization Trust 2018-1, consist of a single class with a coupon of 8.595%. As of December 31, 2020, $25.6 million of residual interest financing debt
remains outstanding. This amount does not exclude $150,000 in unamortized debt issuance costs. These debt issuance costs are presented as a direct
deduction to the carrying amount of the debt on our consolidated balance sheets.
55
The agreed valuation of the collateral for the 2018-1 Notes is the sum of the amounts on deposit in the underlying spread accounts for each related
securitization and the over-collateralization of each related securitization, which is the difference between the outstanding principal balances of the related
receivables less the principal balance of the outstanding notes issued in the related securitization. With respect to the securitizations conducted by CPS in
2017, only 80% of such amounts are included in the collateral. On each monthly payment date, the 2018-1 Notes are entitled to interest at the coupon rate
and, if necessary, a principal payment necessary to maintain a specified minimum collateral ratio.
Securitization Trust Debt. Since 2011, we treated all 37 of our securitizations of automobile contracts as secured financings for financial
accounting purposes, and the asset-backed securities issued in such securitizations remain on our consolidated balance sheet as securitization trust debt. We
had $1,803.7 million of securitization trust debt outstanding at December 31, 2020.
Subordinated Renewable Notes Debt. In June 2005, we began issuing registered subordinated renewable notes in an ongoing offering to the
public. Upon maturity, the notes are automatically renewed for the same term as the maturing notes, unless we repay the notes or the investor notifies us
within 15 days after the maturity date of his note that he wants it repaid. Renewed notes bear interest at the rate we are offering at that time to other
investors with similar note maturities. Based on the terms of the individual notes, interest payments may be required monthly, quarterly, annually or upon
maturity. At December 31, 2020 there were $21.3 million of such notes outstanding.
We must comply with certain affirmative and negative covenants related to debt facilities, which require, among other things, that we maintain
certain financial ratios related to liquidity, net worth, capitalization, investments, acquisitions, restricted payments and certain dividend restrictions. In
addition, certain securitization and non-securitization related debt contain cross-default provisions that would allow certain creditors to declare default if a
default occurred under a different facility. As of December 31, 2020, we were in compliance with all such covenants.
Forward-looking Statements
This report on Form 10-K includes certain "forward-looking statements". Forward-looking statements may be identified by the use of words such
as "anticipates," "expects," "plans," "estimates," or words of like meaning. As to the specifically identified forward-looking statements, factors that could
affect charge-offs and recovery rates include unexpected exogenous events, such as a widespread plague that might affect the ability or willingness of
obligors to pay pursuant to the terms of contracts; mandates imposed in reaction to such events, such as prohibitions of otherwise permissible activity,
which might impair the obligation to perform contracts, or the abilty of obligors to earn; changes in the general economic climate, which could affect the
willingness or ability of obligors to pay pursuant to the terms of contracts; changes in laws respecting consumer finance, which could affect our ability to
enforce rights under contracts; and changes in the market for used vehicles, which could affect the levels of recoveries upon sale of repossessed vehicles.
Factors that could affect our revenues in the current year include the levels of cash releases from existing pools of contracts, which would affect our ability
to purchase contracts, the terms on which we are able to finance such purchases, the willingness of dealers to sell contracts to us on the terms that it offers,
and the terms on which we are able to complete term securitizations once contracts are acquired. Factors that could affect our expenses in the current year
include competitive conditions in the market for qualified personnel, investor demand for asset-backed securities and interest rates (which affect the rates
that we pay on asset-backed securities issued in our securitizations). The statements concerning structuring securitization transactions as secured financings
and the effects of such structures on financial items and on future profitability also are forward-looking statements. Any change to the structure of our
securitization transaction could cause such forward-looking statements to be inaccurate. Both the amount of the effect of the change in structure on our
profitability and the duration of the period in which our profitability would be affected by the change in securitization structure are estimates. The accuracy
of such estimates will be affected by the rate at which we purchase and sell contracts, any changes in that rate, the credit performance of such contracts, the
financial terms of future securitizations, any changes in such terms over time, and other factors that generally affect our profitability.
56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are subject to interest rate risk during the period between when contracts are purchased from dealers and when such contracts become part of a
term securitization. Specifically, the interest rate due on our warehouse credit facilities are adjustable while the interest rates on the contracts are fixed.
Therefore, if interest rates increase, the interest we must pay to our lenders under warehouse credit facilities is likely to increase while the interest we
receive from warehoused automobile contracts remains the same. As a result, excess spread cash flow would likely decrease during the warehousing
period. Additionally, automobile contracts warehoused and then securitized during a rising interest rate environment may result in less excess spread cash
flow to us. Historically, our securitization facilities have paid fixed rate interest to security holders set at prevailing interest rates at the time of the closing
of the securitization, which may not take place until several months after we purchased those contracts. Our customers, on the other hand, pay fixed rates of
interest on the automobile contracts, set at the time they purchase the underlying vehicles. A decrease in excess spread cash flow could adversely affect our
earnings and cash flow.
To mitigate, but not eliminate, the short-term risk relating to interest rates payable under the warehouse facilities, we have historically held
automobile contracts in the warehouse credit facilities for less than four months. To mitigate, but not eliminate, the long-term risk relating to interest rates
payable by us in securitizations, we have structured our term securitization transactions to include pre-funding structures, whereby the amount of notes
issued exceeds the amount of contracts initially sold to the trusts. We expect to continue to use pre-funding structures in our securitizations. In pre-funding,
the proceeds from the pre-funded portion are held in an escrow account until we sell the additional contracts to the trust. In pre-funded securitizations, we
lock in the borrowing costs with respect to the contracts we subsequently deliver to the securitization trust. However, we incur an expense in pre-funded
securitizations equal to the difference between the money market yields earned on the proceeds held in escrow prior to subsequent delivery of contracts and
the interest rate paid on the notes outstanding. The amount of such expense may vary. Despite these mitigation strategies, an increase in prevailing interest
rates would cause us to receive less excess spread cash flows on automobile contracts, and thus could adversely affect our earnings and cash flows.
Item 8. Financial Statements and Supplementary Data
This report includes Consolidated Financial Statements, notes thereto and an Independent Auditors’ Report, at the pages indicated below, in the
"Index to Financial Statements."
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
57
Item 9A. Controls and Procedures
Disclosure Controls and Procedures. Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief
Financial Officer, management of the Company has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of December 31, 2020 (the
"Evaluation Date"). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the
Company’s disclosure controls and procedures are effective (i) to ensure that information required to be disclosed by us in reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission; and (ii) to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange
Act is accumulated and communicated to our management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosures. The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the
Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.
Internal Control. Management’s Report on Internal Control over Financial Reporting is included in this Annual Report, immediately below.
During the fiscal quarter ended December 31, 2020, there were no changes in our internal control over financial reporting that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting. We are responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is
designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation.
Management, with the participation of the Chief Executive and Chief Financial Officers, assessed the effectiveness of our internal control over
financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in the 2013 Internal Control — Integrated Framework. Based on this assessment, management, with the participation of
the Chief Executive and Chief Financial Officers, believes that, as of December 31, 2020, our internal control over financial reporting is effective based on
those criteria.
Item 9B. Other Information
Not Applicable.
58
Item 10. Directors and Executive Officers and Corporate Governance
PART III
Information regarding directors of the registrant is incorporated by reference to the registrant’s definitive proxy statement for its annual meeting of
shareholders to be held in 2021 (the "2021 Proxy Statement"). The 2021 Proxy Statement will be filed not later than April 30, 2021. Information regarding
executive officers of the registrant appears in Part I of this report, and is incorporated herein by reference.
Item 11. Executive Compensation
Incorporated by reference to the 2021 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated by reference to the 2021 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference to the 2021 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Incorporated by reference to the 2021 Proxy Statement.
59
Item 15. Exhibits, Financial Statement Schedules
PART IV
The financial statements listed below under the caption "Index to Financial Statements" are filed as a part of this report. No financial statement
schedules are filed as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or the related notes.
Separate financial statements of the Company have been omitted as the Company is primarily an operating company and its subsidiaries are wholly owned
and do not have minority equity interests held by any person other than the Company in amounts that together exceed 5% of the total consolidated assets as
shown by the most recent year-end Consolidated Balance Sheet.
The exhibits listed below are filed as part of this report, whether filed herewith or incorporated by reference to an exhibit filed with the report
identified in the parentheses following the description of such exhibit. Unless otherwise indicated, each such identified report was filed by or with respect
to the registrant.
Exhibit
Number
Description (“**” indicates compensatory plan or agreement.)
3.1 Restated Articles of Incorporation (Exhibit 3.1 to Form 10-K filed March 31, 2009)
3.1.1 Certificate of Designation re Series B Preferred (Exhibit 3.1.1 to Form 8-K filed by the registrant on December 30, 2010)
3.2 Amended and Restated Bylaws (Exhibit 3.3 to Form 8-K filed July 20, 2009)
4.
Instruments defining the rights of holders of long-term debt of certain consolidated subsidiaries of the registrant are omitted pursuant to
the exclusion set forth in subdivisions (b)(iv)(iii)(A) and (b) (v) of Item 601 of Regulation S-K (17 CFR 229.601). The registrant agrees
to provide copies of such instruments to the United States Securities and Exchange Commission upon request.
4.1 Form of Indenture re Renewable Unsecured Subordinated Notes (“RUS Notes”). (Exhibit 4.1 to Form S-2, no. 333-121913)
4.2.1 Form of RUS Notes (Exhibit 4.2 to Form S-2, no. 333-121913)
4.3 Form of Indenture re additional Renewable Unsecured Subordinated Notes (“ARUS Notes”) (Exhibit 4.1 to Form S-1, no. 333-168976)
4.3.1 Form of ARUS Notes (Exhibit 4.2 to Form S-1, no. 333-168976)
4.4 Supplement dated December 7, 2010 to Indenture re ARUS Notes (Exhibit 4.3 to Form S-1, no. 333-168976)
4.4 Supplement dated January 22, 2014 to Indenture re ARUS Notes (Exhibit 4.4 to Form S-1, no. 333-190766)
4.61
Indenture re Notes issued by CPS Auto Receivables Trust 2015-B (exhibit 4.61 to Form 8-K/A filed by the registrant on June 26, 2015)
4.62 Sale and Servicing Agreement dated as of June 1, 2015, related to notes issued by CPS Auto Receivables Trust 2015-B (exhibit 4.62 to
4.63
Form 8-K/A filed by the registrant on June 26, 2015)
Indenture re Notes issued by CPS Auto Receivables Trust 2015-C (exhibit 4.63 to Form 8-K filed by the registrant on September 22,
2015)
4.64 Sale and Servicing Agreement dated as of September 1, 2015, related to notes issued by CPS Auto Receivables Trust 2015-C (exhibit
4.64 to Form 8-K filed by the registrant on September 22, 2015)
Indenture re Notes issued by CPS Auto Receivables Trust 2016-A (exhibit 4.65 to Form 10-Q/A filed by the registrant on May 4, 2016)
4.65
4.66 Sale and Servicing Agreement dated as of September 1, 2015, related to notes issued by CPS Auto Receivables Trust 2016-A (exhibit
4.66 to Form 10-Q/A filed by the registrant on May 4, 2016)
Indenture re Notes issued by CPS Auto Receivables Trust 2016-B (exhibit 4.67 to Form 10-Q/A filed by the registrant on May 4, 2016)
4.67
4.68 Sale and Servicing Agreement dated as of September 1, 2015, related to notes issued by CPS Auto Receivables Trust 2016-B (exhibit
4.68 to Form 10-Q/A filed by the registrant on May 4, 2016)
4.69
Indenture re Notes issued by CPS Auto Receivables Trust 2016-C (exhibit 4.69 to Form 8-K filed by the registrant on July 27, 2016)
4.70 Sale and Servicing Agreement dated as of September 1, 2016, related to notes issued by CPS Auto Receivables Trust 2016-C (exhibit
4.70 to Form 8-K filed by the registrant on July 27, 2016)
60
10.2
10.2.1
10.14
10.14.1
10.14.2
10.14.2
14
21
23.1
31.1
31.2
32
1997 Long-Term Incentive Stock Plan ("1997 Plan") (Exhibit 10.20 to Form S-2, no. 333-121913) **
Form of Option Agreement under 1997 Plan (Exhibit 10.2.1 to Form 10-K filed March 13, 2006) **
2006 Long-Term Equity Incentive Plan as amended May 18, 2015 (Incorporated by reference to pages A-1 through A-10 of the
definitive proxy statement filed by the registrant on April 27, 2015)**
Form of Option Agreement under the 2006 Long-Term Equity Incentive Plan (Exhibit 10.14.1 to registrant's Form 10-K filed March
9, 2007)**
Form of Option Agreement under the 2006 Long-Term Equity Incentive Plan (Exhibit 99.(D)(2) to registrant's Schedule TO filed
November 12, 2009)**
Form of Option Agreement under the 2006 Long-Term Equity Incentive Plan (Exhibit 99.(D)(3) to registrant's Schedule TO filed
November 12, 2009)**
Registrant’s Code of Ethics for Senior Financial Officers (Exhibit 14 to Form 10-K filed March 13, 2006)
List of subsidiaries of the registrant (Exhibit 21 to Form 10-K filed March 16, 2020)
Consent of Crowe LLP (filed herewith)
Rule 13a-14(a) certification by Chief Executive Officer (filed herewith)
Rule 13a-14(a) certification by Chief Financial Officer (filed herewith)
Section 1350 certification (filed herewith)
61
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
March 10, 2021
CONSUMER PORTFOLIO SERVICES, INC. (registrant)
By:
/s/ CHARLES E. BRADLEY, JR.
Charles E. Bradley, Jr., President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
March 10, 2021
/s/ CHARLES E. BRADLEY, JR.
Charles E. Bradley, Jr., Director,
President and Chief Executive Officer
(Principal Executive Officer)
/s/ CHRIS A. ADAMS
Chris A. Adams, Director
/s/ LOUIS M. GRASSO
Lou Grasso, Director
/s/ BRIAN J. RAYHILL
Brian J. Rayhill, Director
/s/ WILLIAM B. ROBERTS
William B. Roberts, Director
/s/ GREGORY S. WASHER
Gregory S. Washer, Director
/s/ DANIEL S. WOOD
Daniel S. Wood, Director
/s/ JEFFREY P. FRITZ
Jeffrey P. Fritz, Executive Vice President and Chief Financial Officer
(Principal Accounting Officer)
62
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page Reference
F-2
F-4
F-5
F-6
F-7
F-8
F-9
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Consumer Portfolio Services, Inc. and Subsidiaries
Las Vegas, Nevada
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Consumer Portfolio Services, Inc. and Subsidiaries (the "Company") as of December 31,
2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in
the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United
States of America.
Explanatory Paragraph - Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for credit losses effective January 1, 2020 due to the
adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification No. 326, Financial Instruments – Credit Losses (ASC 326).
The Company adopted the new credit loss standard using the modified retrospective method such that prior period amounts are not adjusted and continue to
be reported in accordance with previously applicable generally accepted accounting principles. The adoption of the new credit loss standard and its
subsequent application is also communicated as a critical audit matter below.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
F-2
Accounting for Loans at Fair Value
As described in Notes 1 and 12 to the consolidated financial statements, the Company carries all finance receivables acquired after 2017 at fair value on a
recurring basis. The Company had $1.5 billion in finance receivables that are carried at fair value, all of which are classified as level 3 fair values as they
contain one or more inputs which are unobservable and significant to the fair value measurement. With assistance from a third party, the Company used a
discounted cash flow model to measure the fair value of finance receivables. The significant assumptions used by the Company to estimate cash flows and
calculate the fair value of these financial receivables include volatility relating to expected loss rates, timing of losses and market-based discount rates.
These significant assumptions were based on market data, the Company's industry experience, and the Company’s expectations based on results of
historical loan cohorts. Historical loan cohorts are pools of loans that are originated in the same month, the Company assesses performance of each
individual cohort when assessing fair value.
We identified the valuation of finance receivables carried at fair value as a critical audit matter as this estimate requires subjective auditor judgment. Our
principal considerations in making this determination are (i) there was significant judgment and estimation by the Company in determining the inputs to
estimate fair value, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures related to the fair value of these
finance receivables, and (ii) the audit effort involved professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained
from these procedures.
Our primary audit procedures to address this critical audit matter included:
·
·
Used an auditor employed valuation specialist to assist in testing the Company’s estimate of fair value of the finance receivables. Testing included
evaluation of certain management significant assumptions and, evaluating the reasonableness of the methodology including a recalculation of the
model.
Tested the completeness and accuracy of the underlying data used in the fair value of finance receivables estimate.
Allowance for Finance Credit Losses – CECL Adoption and Reasonable and Supportable Forecasts
As described in Notes 1 and 6 to the financial statements, effective January 1, 2020 the company adopted Accounting Standards Update 2016-13 Financial
instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments for its finance receivables acquired prior to 2018
(referred to as the legacy portfolio). Upon adoption, the Company recorded a decrease to retained earnings of $92 million (see change in accounting
principle explanatory paragraph above). As of December 31, 2020, the Company has a gross receivables portfolio of $492.1 million and a related allowance
for finance credit losses (ACL) on loans of $80.8 million and provision for credit losses of $14.1 million for the year ended December 31, 2020.
Management estimates the allowance using relevant information from internal and external sources, relating to past events, current conditions and
reasonable and supportable forecasts. Historical loss experience for older receivables, aggregated into vintage pools based on the calendar quarter of
origination is used to estimate expected losses for less seasoned quarterly vintage pools. This estimate is adjusted by certain qualitative factors that may
impact future credit losses. The qualitative adjustment factors represent management’s estimate of the impact of the pandemic on future losses.
The use of qualitative factors to estimate pandemic related losses requires significant judgment. Management applies qualitative factors to adjust its
estimation of the timing and amount losses to represent its future economic forecast. We identified auditing the reasonableness of forecasts in its credit loss
model as a critical audit matter as it involves especially subjective auditor judgment.
The primary procedures we performed to address this critical audit matter included:
·
·
·
·
Tested the completeness and accuracy of data used in the calculation.
Back-tested forecasted losses to actual losses.
Evaluated the reasonableness and appropriateness of the forecasts
Inspected and tested key assumptions and judgments.
/s/ CROWE LLP
Dallas, Texas
March 10, 2021
We have served as the Company's auditor since 2008.
F-3
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
ASSETS
Cash and cash equivalents
Restricted cash and equivalents
Finance receivables measured at fair value
Finance receivables
Less: Allowance for finance credit losses
Finance receivables, net
Furniture and equipment, net
Deferred tax assets, net
Accrued interest receivable
Other assets
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
Total Liabilities
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity
Preferred stock, $1 par value; authorized 4,998,130 shares; none issued
Series A preferred stock, $1 par value; authorized 5,000,000 shares; none issued
Series B preferred stock, $1 par value; authorized 1,870 shares; none issued
Common stock, no par value; authorized 75,000,000 shares; 22,737,342 and 22,530,918 shares issued
and outstanding at December 31, 2020 and December 31, 2019, respectively
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
December 31,
2020
December 31,
2019
$
13,466 $
$
$
130,686
1,523,726
492,133
(80,790)
411,343
828
28,512
5,017
32,317
2,145,895 $
43,112 $
118,999
25,426
1,803,673
21,323
2,012,533
–
–
–
72,926
69,007
(8,571)
133,362
5,295
135,537
1,444,038
897,530
(11,640)
885,890
1,512
15,480
11,645
39,852
2,539,249
47,077
134,791
39,478
2,097,728
17,534
2,336,608
–
–
–
71,257
139,805
(8,421)
202,641
See accompanying Notes to Consolidated Financial Statements.
$
2,145,895 $
2,539,249
F-4
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Revenues:
Interest income
Mark to finance receivables measured at fair value
Other income
Total revenues
Expenses:
Employee costs
General and administrative
Interest
Provision for credit losses
Sales
Occupancy
Depreciation and amortization
Total operating expenses
Income before income tax expense (benefit)
Income tax expense (benefit)
Net income
Earnings per share:
Basic
Diluted
Number of shares used in computing earnings per share:
Basic
Diluted
2020
Year Ended December 31,
2019
2018
$
$
$
294,982
(29,528)
5,707
271,161
80,198
31,981
101,338
14,113
14,206
7,421
1,784
251,041
20,120
(1,557)
21,677
0.96
0.90
22,611
24,003
$
337,096 $
–
8,704
345,800
80,877
33,004
110,528
85,773
17,893
7,487
1,076
336,638
9,162
3,756
5,406 $
0.24 $
0.22
22,416
24,064
$
$
380,297
–
9,478
389,775
79,318
31,037
101,466
133,080
17,572
7,607
992
371,072
18,703
3,841
14,862
0.68
0.59
21,989
24,988
See accompanying Notes to Consolidated Financial Statements.
F-5
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive income (loss); change in funded status of pension plan, net of
$55, $330 and $173 in tax for 2020, 2019 and 2018, respectively
Comprehensive income
$
$
21,677
$
5,406 $
14,862
(150)
21,527
$
(867)
4,539 $
(372)
14,490
See accompanying Notes to Consolidated Financial Statements.
2020
Year Ended December 31,
2019
2018
F-6
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
Balance at January 1, 2018
21,489
$
71,582
$
119,537
$
(7,182)
$
183,937
Common Stock
Shares
Amount
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Common stock issued upon exercise of options and warrants
Repurchase of common stock
Other comprehensive income (loss)
Stock-based compensation
Net income
Balance at December 31, 2018
Common stock issued upon exercise of options and warrants
Repurchase of common stock
Other comprehensive income (loss)
Stock-based compensation
Net income
Balance at December 31, 2019
Adoption of ASC 326
Balance at January 1, 2020
Common stock issued upon exercise of options and warrants
Repurchase of common stock
Other comprehensive income (loss)
Stock-based compensation
Net income
Balance at December 31, 2020
2,315
(1,382)
–
–
–
22,422
488
(379)
–
–
–
22,531
–
22,531
558
(352)
–
–
–
22,737
$
$
$
483
(5,307)
–
3,515
–
70,273
352
(1,440)
–
2,072
–
71,257
–
71,257
949
(1,215)
–
1,935
–
72,926
$
$
$
–
–
–
–
14,862
134,399
–
–
–
–
5,406
139,805
(92,475)
47,330
–
–
–
–
21,677
69,007
$
$
–
–
(372)
–
–
(7,554)
$
–
–
(867)
–
–
(8,421)
$
–
(8,421)
–
–
(150)
–
–
$
(8,571)
$
483
(5,307)
(372)
3,515
14,862
197,118
352
(1,440)
(867)
2,072
5,406
202,641
(92,475)
110,166
949
(1,215)
(150)
1,935
21,677
133,362
See accompanying Notes to Consolidated Financial Statements.
F-7
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
2020
Year Ended December 31,
2019
2018
$
21,677
$
5,406 $
14,862
Accretion of deferred acquisition fees and origination costs
Net interest income accretion on fair value receivables
Depreciation and amortization
Amortization of deferred financing costs
Mark to fair value of finance receivables measured at fair value
Provision for credit losses
Stock-based compensation expense
Changes in assets and liabilities:
Accrued interest receivable
Other assets
Deferred tax assets, net
Accounts payable and accrued expenses
Net cash provided by operating activities
Cash flows from investing activities:
Payments received on finance receivables held for investment
Purchases of finance receivables measured at fair value
Payments on receivables portfolio at fair value
Change in repossessions held in inventory
Purchase of furniture and equipment
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of securitization trust debt
Proceeds from issuance of subordinated renewable notes
Payments on subordinated renewable notes
Net advances (repayments) of warehouse lines of credit
Net advances (repayments) of residual interest financing debt
Repayment of securitization trust debt
Payment of financing costs
Purchase of common stock
Exercise of options and warrants
Net cash provided by (used in) financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest
Income taxes
Non-cash financing activities:
Right-of-use asset, net
Lease liability
Deferred office rent
1,138
133,771
1,784
8,102
29,528
14,113
1,935
6,628
2,713
21,493
(4,115)
238,767
332,296
(739,734)
496,747
3,746
(24)
93,031
714,543
6,750
(2,961)
(16,271)
(14,424)
(1,009,988)
(5,861)
(1,215)
949
(328,478)
3,320
140,832
144,152
93,571
(23,997)
–
–
–
$
$
1,757
90,383
1,076
8,281
(2,109)
85,773
2,072
20,324
7,464
3,708
(7,351)
216,784
481,289
(1,004,194)
292,948
1,354
(751)
(229,354)
1,000,501
5,764
(5,520)
(1,300)
–
(966,144)
(8,921)
(1,440)
352
23,292
10,722
130,110
140,832 $
2,655
26,162
992
8,453
–
133,080
3,515
14,784
(4,161)
13,258
2,605
216,205
605,353
(914,949)
67,721
757
(1,077)
(242,195)
855,828
3,175
(2,451)
23,809
40,000
(876,094)
(8,039)
(5,307)
483
31,404
5,414
124,696
130,110
101,812 $
(5,156)
92,405
417
(21,869)
23,327
(1,458)
–
–
–
$
$
See accompanying Notes to Consolidated Financial Statements.
F-8
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Description of Business
Consumer Portfolio Services, Inc. ("CPS") was incorporated in California on March 8, 1991. CPS and its subsidiaries (collectively, the
"Company") specialize in purchasing and servicing retail automobile installment sale contracts ("Contracts") originated by licensed motor vehicle dealers
("Dealers") located throughout the United States. Dealers located in California, Ohio, Indiana, North Carolina, and Texas represented 13.5%, 11.1%, 5.4%,
5.3% and 5.1%, respectively, of contracts purchased during 2020 compared with 12.6%, 10.8%, 6.3%, 5.4% and 4.2% respectively in 2019. No other state
had a concentration in excess of 5.1% in 2020. We specialize in contracts with vehicle purchasers who generally would not be expected to qualify for
traditional financing provided by commercial banks or automobile manufacturers’ captive finance companies.
We are subject to various regulations and laws as they relate to the extension of credit in consumer credit transactions. Failure to comply with such
laws and regulations could have a material adverse effect on the Company.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Consumer Portfolio Services, Inc. and its wholly-owned subsidiaries, certain of
which are special purpose subsidiaries ("SPS"), formed to accommodate the structures under which we purchase and securitize our contracts. The
Consolidated Financial Statements also include the accounts of CPS Leasing, Inc., an 80% owned subsidiary. All significant intercompany balances and
transactions have been eliminated in consolidation.
Cash and Cash Equivalents
For purposes of the statements of cash flows, we consider all highly liquid debt instruments with original maturities of three months or less to be
cash equivalents. Cash equivalents consist of cash on hand and due from banks and money market accounts. Substantially all of our cash is deposited at
three financial institutions. We maintain cash due from banks in excess of the banks' insured deposit limits. We do not believe we are exposed to any
significant credit risk on these deposits. As part of certain financial covenants related to debt facilities, we are required to maintain a minimum unrestricted
cash balance. As of December 31, 2020, our unrestricted cash balance was $13.5 million, which exceeded the minimum amounts required by our financial
covenants.
Finance Receivables
Finance receivables, which we have the intent and ability to hold for the foreseeable future or until maturity or payoff, are presented at cost. All
finance receivable contracts are held for investment. Interest income is accrued on the unpaid principal balance. Origination fees, net of certain direct
origination costs, are deferred and recognized in interest income using the interest method without anticipating prepayments. Generally, payments received
on finance receivables are restricted to certain securitized pools, and the related contracts cannot be resold. Finance receivables are charged off pursuant to
the controlling documents of certain securitized pools, generally as described below under Charge Off Policy. Management may authorize an extension of
payment terms if collection appears likely during the next calendar month.
F-9
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our portfolio of finance receivables consists of small-balance homogeneous contracts that are collectively evaluated for impairment on a portfolio
basis. We report delinquency on a contractual basis. Once a Contract becomes greater than 90 days delinquent, we do not recognize additional interest
income until the obligor under the Contract makes sufficient payments to be less than 90 days delinquent. Any payments received on a Contract that is
greater than 90 days delinquent are first applied to accrued interest and then to principal reduction.
Finance Receivables Measured at Fair Value
Effective January 1, 2018, we adopted the fair value method of accounting for finance receivables acquired on or after that date. For each finance
receivable acquired after 2017, we consider the price paid on the purchase date as the fair value for such receivable. We estimate the cash to be received in
the future with respect to such receivables, based on our experience with similar receivables acquired in the past. We then compute the internal rate of
return that results in the present value of those estimated cash receipts being equal to the purchase date fair value. Thereafter, we recognize interest income
on such receivables on a level yield basis using that internal rate of return as the applicable interest rate. Cash received with respect to such receivables is
applied first against such interest income, and then to reduce the recorded value of the receivables.
We re-evaluate the fair value of such receivables at the close of each measurement period. If the reevaluation were to yield a value materially
different from the recorded value, an adjustment would be required. For the period ended December 31, 2020, the Company considered the effect of the
pandemic on the portfolio of finance receivables carried at fair value and recorded a mark down to that portfolio of $29.5 million.
Anticipated credit losses are included in our estimation of cash to be received with respect to receivables. Because such credit losses are included
in our computation of the appropriate level yield, we do not thereafter make periodic provision for credit losses, as our best estimate of the lifetime
aggregate of credit losses is included in that initial computation. Also because we include anticipated credit losses in our computation of the level yield, the
computed level yield is materially lower than the average contractual rate applicable to the receivables. Because our initial recorded value is fixed as the
price we pay for the receivable, rather than as the contractual principal balance, we do not record acquisition fees as an amortizing asset related to the
receivables, nor do we capitalize costs of acquiring the receivables. Rather we recognize the costs of acquisition as expenses in the period incurred.
Allowance for Finance Credit Losses
In order to estimate an appropriate allowance for losses likely incurred on finance receivables, we use a loss allowance methodology commonly
referred to as "static pooling," which stratifies the finance receivable portfolio into separately identified pools based on their period of origination, then uses
historical performance of seasoned pools to estimate future losses on current pools. Historical loss experience is adjusted as necessary for current economic
conditions. We consider our portfolio of finance receivables to be relatively homogenous and consequently we analyze credit performance primarily in the
aggregate rather than stratification by any particular credit quality indicator. Using analytical and formula driven techniques, we estimate an allowance for
finance credit losses, which we believe is adequate for current expected credit losses that can be reasonably estimated in our portfolio of finance receivable
contracts. Net losses incurred on finance receivables are charged to the allowance. We evaluate the adequacy of the allowance by examining current
delinquencies, the characteristics of the portfolio, the value of the underlying collateral and historical loss trends. As conditions change, our level of
provisioning and/or allowance may change.
F-10
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Charge Off Policy
Delinquent contracts for which the related financed vehicle has been repossessed are generally charged off at the earliest of (1) the month in which
the proceeds from the sale of the financed vehicle are received, (2) the month in which 90 days have passed from the date of repossession or (3) the month
in which the Contract becomes seven scheduled payments past due (see Repossessed and Other Assets below). The amount charged off is the remaining
principal balance of the Contract, after the application of the net proceeds from the liquidation of the financed vehicle. With respect to delinquent contracts
for which the related financed vehicle has not been repossessed, the remaining principal balance is generally charged off no later than the end of the month
that the Contract becomes five scheduled payments past due.
Contract Acquisition Fees and Origination Costs
Upon purchase of a Contract from a Dealer, we generally either charge or advance the Dealer an acquisition fee. Dealer acquisition fees and
deferred origination costs are applied to the recorded value of finance receivables and are accreted into earnings as an adjustment to the yield over the
estimated life of the Contract using the interest method. However, for receivables measured at fair value, we do not record acquisition fees as an amortizing
asset related to the receivables, nor do we capitalize costs of acquiring the receivables. Rather we recognize the costs of acquisition as expenses in the
period incurred.
Repossessed and Other Assets
If a Contract obligor fails to make or keep promises for payments, or if the obligor is uncooperative or attempts to evade contact or hide the
vehicle, a supervisor will review the collection activity relating to the account to determine if repossession of the vehicle is warranted. Generally, such a
decision is made between the 60th and 90th day past the obligor’s payment due date, but could occur sooner or later, depending on the specific
circumstances. At the time the vehicle is repossessed we stop accruing interest on the Contract, and reclassify the remaining Contract balance to the line
item "Other Assets" on our Consolidated Balance Sheet at its estimated fair value less costs to sell. Included in other assets in the accompanying
Consolidated Balance Sheets are repossessed vehicles pending sale of $3.8 million and $7.5 million at December 31, 2020 and 2019, respectively.
Treatment of Securitizations
Our term securitization structure has generally been as follows:
We sell contracts we acquire to a wholly-owned SPS, which has been established for the limited purpose of buying and reselling our contracts. The
SPS then transfers the same contracts to another entity, typically a statutory trust ("Trust"). The Trust issues interest-bearing asset-backed securities
("Notes"), in a principal amount equal to or less than the aggregate principal balance of the contracts. We typically sell these contracts to the Trust at face
value and without recourse, except representations and warranties that we make to the Trust that are similar to those provided to us by the Dealer. One or
more investors (the "Noteholders") purchase the Notes issued by the Trust; the proceeds from the sale of the Notes are then used to purchase the contracts
from us. We may retain or sell subordinated Notes issued by the Trust. In addition, we have provided "Credit Enhancement" for the benefit of the
Noteholders in three forms: (1) an initial cash deposit to a bank account (a "Spread Account") held by the Trust, (2) overcollateralization of the Notes,
where the principal balance of the Notes issued is less than the principal balance of the contracts, and (3) in the form of subordinated Notes. The
agreements governing the securitization transactions (collectively referred to as the "Securitization Agreements") require that the initial level of Credit
Enhancement be supplemented by a portion of collections from the contracts until the level of Credit Enhancement reaches specified levels, which are then
maintained. The specified levels are generally computed as a percentage of the principal amount remaining unpaid under the related contracts. The
specified levels at which the Credit Enhancement is to be maintained will vary depending on the performance of the portfolios of contracts held by the
Trusts and on other conditions. Such levels have increased and decreased from time to time based on performance of the various portfolios, and have also
varied from one Trust to another.
F-11
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our warehouse securitization structures are similar to the above, except that (i) the SPS that purchases the contracts pledges the contracts to secure
promissory notes or loans that it issues, and (ii) no increase in the required amount of Credit Enhancement is contemplated. Upon each sale of contracts in a
securitization structured as a secured financing, we retain as assets on our Consolidated Balance Sheet the securitized contracts and record as indebtedness
the Notes issued in the transaction.
We have the power to direct the most significant activities of the SPS. In addition, we have the obligation to absorb losses and the rights to receive
benefits from the SPS, both of which could be potentially significant to the SPS. These types of securitization structures are treated as secured financings,
in which the receivables remain on our Consolidated Balance Sheet, and the debt issued by the SPS is shown as a securitization trust debt on our
Consolidated Balance Sheet.
We receive periodic base servicing fees for the servicing and collection of the contracts. In addition, we are entitled to the cash flows from the
Trusts that represent collections on the contracts in excess of the amounts required to pay principal and interest on the Notes, the base servicing fees, and
certain other fees (such as trustee and custodial fees). Required principal payments on the Notes are generally defined as the payments sufficient to keep the
principal balance of the Notes equal to the aggregate principal balance of the related contracts (excluding those contracts that have been charged off), or a
pre-determined percentage of such balance. Where that percentage is less than 100%, the related Securitization Agreements require accelerated payment of
principal until the principal balance of the Notes is reduced to the specified percentage. Such accelerated principal payment is said to create
"overcollateralization" of the Notes.
If the amount of cash required for payment of fees, interest and principal on the senior Notes exceeds the amount collected during the collection
period, the shortfall is generally withdrawn from the Spread Account, if any. If the cash collected during the period exceeds the amount necessary for the
above allocations plus required principal payments on the subordinated Notes, if any, and there is no shortfall in the related Spread Account or other form
of Credit Enhancement, the excess is released to us. If the total Credit Enhancement amount is not at the required level, then the excess cash collected is
retained in the Trust until the specified level is achieved. Cash in the Spread Accounts is restricted from our use. Cash held in the various Spread Accounts
is invested in high quality, liquid investment securities, as specified in the Securitization Agreements. In all of our term securitizations we have transferred
the receivables (through a subsidiary) to the securitization Trust. We report the assets and liabilities of the securitization Trust on our Consolidated Balance
Sheet. The Noteholders’ and the related securitization Trusts’ recourse against us for failure of the contract obligors to make payments on a timely basis is
limited, in general, to our Finance Receivables, and Spread Accounts.
Servicing
We consider the contractual servicing fee received on our managed portfolio held by non-consolidated subsidiaries to be equal to adequate
compensation. Additionally, we consider that these fees would fairly compensate a substitute servicer, should one be required. As a result, no servicing
asset or liability has been recognized. Servicing fees received on the managed portfolio held by non-consolidated subsidiaries are reported as income when
earned. Servicing fees received on the managed portfolio held by consolidated subsidiaries are included in interest income when earned. Servicing costs are
charged to expense as incurred. Servicing fees receivable, which are included in Other Assets in the accompanying Consolidated Balance Sheets, represent
fees earned but not yet remitted to us by the trustee.
Furniture and Equipment
Furniture and equipment are stated at cost net of accumulated depreciation. We calculate depreciation using the straight-line method over the
estimated useful lives of the assets, which range from three to five years. Assets held under capital leases and leasehold improvements are amortized over
the lesser of the estimated useful lives of the assets or the related lease terms. Amortization expense on assets acquired under capital lease is included with
depreciation expense on owned assets.
F-12
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an
asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower
of carrying amount or fair value less costs to sell.
Other Income
The following table presents the primary components of Other Income:
Direct mail revenues
Convenience fee revenue
Recoveries on previously charged-off contracts
Sales tax refunds
Other
Other income for the period
2020
$
$
3,312
1,490
111
748
46
5,707
$
Year Ended December 31,
2019
(In thousands)
$
2018
5,829
1,700
248
887
814
9,478
4,659 $
2,440
158
1,239
208
8,704 $
On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”.
The majority of the Company’s revenues come from interest income which is outside the scope of ASC 606. The Company’s services that fall within the
scope of ASC 606 are presented within Other Income and are recognized as revenue as the Company satisfies its obligation to the customer. Services
within the scope of ASC 606 include revenue associated with direct mail and other related products and services that we offer to our dealers.
Earnings Per Share
Earnings per share were calculated using the weighted average number of shares outstanding for the related period. The following table illustrates
the computation of basic and diluted earnings per share:
Numerator:
Numerator for basic and diluted earnings per share
Denominator:
Denominator for basic earnings per share
- weighted average number of common shares outstanding during the year
Incremental common shares attributable to exercise of outstanding options and
warrants
Denominator for diluted earnings per share
Basic earnings per share
Diluted earnings per share
$
$
$
2020
Year Ended December 31,
2019
(In thousands, except per share data)
2018
21,677
$
5,406 $
14,862
22,611
1,392
24,003
0.96
0.90
$
$
22,416
1,648
24,064
0.24 $
0.22 $
21,989
2,999
24,988
0.68
0.59
F-13
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Incremental shares of 13.6 million, 11.3 million and 10.3 million related to stock options and warrants have been excluded from the diluted
earnings per share calculation for the years ended December 31, 2020, 2019 and 2018, respectively, because the effect is anti-dilutive.
Deferral and Amortization of Debt Issuance Costs
Costs related to the issuance of debt are deferred and amortized using the interest method over the contractual or expected term of the related debt.
Unamortized debt issuance costs are presented as a direct deduction to the carrying amount of the related debt on our Consolidated Balance Sheets.
Income Taxes
The Company and its subsidiaries file a consolidated federal income tax return and combined or stand-alone state franchise tax returns for certain
states. We utilize the asset and liability method of accounting for income taxes, under which deferred income taxes are recognized for the future tax
consequences attributable to the differences between the financial statement values of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment
date. We estimate a valuation allowance against that portion of the deferred tax asset whose utilization in future periods is not more than likely.
Purchases of Company Stock
We record purchases of our own common stock at cost and treat the shares as retired.
Stock Option Plan
The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, that
generally requires entities to recognize the cost of employee services received in exchange for awards of stock options, restricted stock or other equity
instruments, based on the grant date fair value of those awards. Compensation cost is recognized for awards issued to employees based on the fair value of
these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options. This cost is recognized over the period
which an employee is required to provide services in exchange for the award, generally the vesting period.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to
make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported
amounts of income and expenses during the reported periods. These are material estimates that could be susceptible to changes in the near term and,
accordingly, actual results could differ from those estimates.
Reclassification
Certain amounts for the prior year have been reclassified to conform to the current year’s presentation with no effect on previously reported
earnings or shareholders’ equity.
F-14
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Covenants
Certain of our securitization transactions, our residual interest financing and our warehouse credit facilities contain various financial covenants
requiring certain minimum financial ratios and results. Such covenants include maintaining minimum levels of liquidity and net worth and not exceeding
maximum leverage levels. In addition, certain securitization and non-securitization related debt contain cross-default provisions that would allow certain
creditors to declare a default if a default occurred under a different facility. As of December 31, 2020 we were in compliance with all such financial
covenants.
Provision for Contingent Liabilities
We are routinely involved in various legal proceedings resulting from our consumer finance activities and practices, both continuing and
discontinued. Our legal counsel has advised us on such matters where, based on information available at the time of this report, there is an indication that it
is both probable that a liability has been incurred and the amount of the loss can be reasonably determined.
We have recorded a liability as of December 31, 2020, which represents our estimate of the immaterial aggregate probable incurred losses for legal
contingencies. The amount of losses that may ultimately be incurred, over and above such losses as are probable, cannot be estimated with certainty.
Recently Issued Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification ("ASC")Topic 326, which changes
the criteria under which credit losses on financial instruments (such as the Company’s finance receivables) are measured. ASC 326 introduces a new credit
reserving model known as the Current Expected Credit Loss (“CECL”) model, which replaces the incurred loss impairment methodology previously used
under U.S. GAAP with a methodology that records currently the expected lifetime credit losses on financial instruments. To establish such lifetime credit
loss estimates, consideration of a broadened range of reasonable and supportable information to establish credit loss estimates is required. ASC 326 was
initially scheduled to become effective for interim and annual reporting periods beginning after December 15, 2019, however on October 16, 2019, the
FASB changed the effective date for smaller reporting companies to interim and annual reporting periods beginning after December 15, 2022, with early
adoption permitted.
Effective January 1, 2020, the Company adopted the CECL model. The adoption of CECL required that we establish an allowance for the
remaining expected lifetime credit losses on the portion of the Company’s receivable portfolio for which the Company was not already using fair value
accounting. We refer to that portion, which is those receivables that were originated prior to January 2018, as our “legacy portfolio”. To comply with
CECL, the Company recorded an addition to its allowance for finance credit losses of $127.0 million. In accordance with the rules for adopting CECL, the
offset to the addition to the allowance for finance credit losses was a tax affected reduction to retained earnings using the modified retrospective method,
and not a current period expense.
Coronavirus Pandemic
In December 2019, a new strain of coronavirus (the “COVID-19 virus”) originated in Wuhan, China. Since its discovery, the COVID-19 virus has
spread throughout the world, and the outbreak has been declared to be a pandemic by the World Health Organization. We refer from time to time in this
report to the outbreak and spread of the COVID-19 virus as “the pandemic.”
F-15
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Results for the year ended December 31, 2020 include the estimated potential effect on credit performance resulting from the pandemic. We
recorded a $14.1 million charge to the provision for credit losses for the legacy portfolio accounted for under CECL and a $29.5 million mark down to the
recorded value of the finance receivables measured at fair value.
We measure our portfolio of finance receivables carried at fair value with consideration for unobservable inputs that reflect our own assumptions
about the factors that market participants use in pricing similar receivables and are based on the best information available in the circumstances. They
include such inputs as estimates for the magnitude and timing of net charge-offs and the rate of amortization of the portfolio. The pandemic and the adverse
effect it may have on the U.S. economy and our obligors may cause us to consider significant changes in any of those inputs, which in turn may have a
significant effect on our fair value measurement.
(2) Restricted Cash
Restricted cash consists of cash and cash equivalent accounts relating to our outstanding securitization trusts and credit facilities. The amount of
restricted cash on our Consolidated Balance Sheets was $130.7 million and $135.5 million as of December 31, 2020 and 2019, respectively.
Our securitization transactions and one of our warehouse credit facilities require that we establish cash reserves, or spread accounts, as additional
credit enhancement. These cash reserves, which are included in restricted cash, were $52.2 million and $54.8 million as of December 31, 2020 and 2019,
respectively.
(3) Finance Receivables
Our portfolio of finance receivables consists of small-balance homogeneous contracts comprising a single segment and class that is collectively
evaluated for impairment on a portfolio basis according to delinquency status. Our contract purchase guidelines are designed to produce a homogenous
portfolio. For key terms such as interest rate, length of contract, monthly payment and amount financed, there is relatively little variation from the average
for the portfolio. We report delinquency on a contractual basis. Once a contract becomes greater than 90 days delinquent, we do not recognize additional
interest income until the obligor under the contract makes sufficient payments to be less than 90 days delinquent. Any payments received on a contract that
is greater than 90 days delinquent are first applied to accrued interest and then to principal reduction.
In January 2018 the Company adopted the fair value method of accounting for finance receivables acquired after 2017. Finance receivables
measured at fair value are recorded separately on the Company’s Balance Sheet and are excluded from all tables in this footnote.
The following table presents the components of finance receivables, net of unearned interest:
Finance receivables
Automobile finance receivables, net of unearned interest
Unearned acquisition fees, discounts and deferred origination costs, net
Finance receivables
December 31,
2020
2019
(In thousands)
491,307 $
826
492,133 $
895,566
1,964
897,530
$
$
F-16
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We consider an automobile contract delinquent when an obligor fails to make at least 90% of a contractually due payment by the following due
date, which date may have been extended within limits specified in the servicing agreements. The period of delinquency is based on the number of days
payments are contractually past due, as extended where applicable. Automobile contracts less than 31 days delinquent are not reported as delinquent. In
certain circumstances we will grant obligors one-month payment extensions. The only modification of terms is to advance the obligor’s next due date by
one month and extend the maturity date of the receivable by one month. In certain limited cases, a two-month extension may be granted. There are no other
concessions, such as a reduction in interest rate, forgiveness of principal or of accrued interest. Accordingly, we consider such extensions to be insignificant
delays in payments rather than troubled debt restructurings. The following table summarizes the delinquency status of finance receivables as of December
31, 2020 and 2019:
Delinquency Status
Current
31 - 60 days
61 - 90 days
91 + days
December 31,
2020
2019
(In thousands)
$
$
406,693 $
56,572
22,660
5,382
491,307 $
698,870
107,951
57,395
31,350
895,566
Finance receivables totaling $5.4 million and $31.4 million at December 31, 2020 and 2019, respectively, have been placed on non-accrual status
as a result of their delinquency status.
Allowance for Credit Losses – Finance Receivables
The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of finance receivables to present the net
amount expected to be collected. Charge offs are deducted from the allowance when management believes that collectability is unlikely.
Management estimates the allowance using relevant available information, from internal and external sources, relating to past events, current
conditions and, reasonable and supportable forecasts. We believe our historical credit loss experience provides the best basis for the estimation of expected
credit losses. Consequently, we use historical loss experience for older receivables, aggregated into vintage pools based on their calendar quarter of
origination, to forecast expected losses for less seasoned quarterly vintage pools.
We measure the weighted average monthly incremental change in cumulative net losses for the vintage pools in the relevant historical period. For
the pools in the relevant historical period, we consider each pool’s performance from its inception through the end of the current period. We then apply the
results of the historical analysis to less seasoned vintage pools beginning with each vintage pool’s most recent actual cumulative net loss experience and
extrapolating from that point based on the historical data. We believe the pattern and magnitude of losses on older vintages allows us to establish a
reasonable and supportable forecast of less seasoned vintages.
F-17
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our contract purchase guidelines are designed to produce a homogenous portfolio. For key credit characteristics of individual contracts such as
obligor credit history, job stability, residence stability and ability to pay, there is relatively little variation from the average for the portfolio. Similarly, for
key structural characteristics such as loan-to-value, length of contract, monthly payment and amount financed, there is relatively little variation from the
average for the portfolio. Consequently, we do not believe there are significant differences in risk characteristics between various segments of our portfolio.
Our methodology incorporates historical pools that are sufficiently seasoned to capture the magnitude and trends of losses within those vintage
pools. Furthermore, the historical period encompasses a substantial volume of receivables over periods that include fluctuations in the competitive
landscape, the Company’s rates of growth, size of our managed portfolio and fluctuations in economic growth and unemployment.
In consideration of the depth and breadth of the historical period, and the homogeneity of our portfolio, we generally do not adjust historical loss
information for differences in risk characteristics such as credit or structural composition of segments of the portfolio or for changes in environmental
conditions such as changes in unemployment rates, collateral values or other factors. Throughout our history we have observed how events such as extreme
weather, political unrest, and other qualitative factors have influenced the performance of our portfolio. Consequently, we have considered how such
qualitative factors may affect future credit losses and have incorporated our judgement of the effect of those factors into our estimates.
The following table presents the amortized cost basis of our finance receivables by annual vintage as of December 31, 2020 and 2019:
Annual Vintage Pool
2012 and prior
2013
2014
2015
2016
2017
December 31,
2020
December 31,
2019
(In thousands)
$
$
608 $
4,483
23,115
78,457
163,677
220,967
491,307 $
2,432
15,489
61,290
162,242
292,360
361,753
895,566
At the adoption of CECL, the Company recorded an addition to its allowance for finance credit losses of $127.0 million. In accordance with the
rules for adopting CECL, the offset to the addition to the allowance for finance credit losses was a tax affected reduction to retained earnings using the
modified retrospective method.
In consideration of the uncertainty associated with the pandemic, the Company made additional provisions for credit losses on finance receivables
for the year ended December 31, 2020 in the amount of $14.1 million.
F-18
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents a summary of the activity for the allowance for finance credit losses, for the years ended December 31, 2020, 2019
and 2018:
Balance at beginning of year
Impact of adopting ASC 326
Provision for credit losses on finance receivables
Charge-offs
Recoveries
Balance at end of year
$
$
2020
December 31,
2019
(In thousands)
11,640 $
127,000
14,113
(90,824)
18,861
80,790 $
67,376 $
n/a
85,773
(184,449)
42,940
11,640 $
2018
109,187
n/a
133,080
(220,523)
45,632
67,376
Excluded from finance receivables are contracts that were previously classified as finance receivables but were reclassified as other assets because
we have repossessed the vehicle securing the Contract. The following table presents a summary of such repossessed inventory together with the allowance
for losses on repossessed inventory:
Gross balance of repossessions in inventory
Allowance for losses on repossessed inventory
Net repossessed inventory included in other assets
(4) Furniture and Equipment
The following table presents the components of furniture and equipment:
December 31,
2020
2019
(In thousands)
15,589 $
(11,790)
3,799 $
28,933
(21,389)
7,544
$
$
Furniture and fixtures
Computer and telephone equipment
Leasehold improvements
Less: accumulated depreciation and
amortization
December 31,
2020
2019
(In thousands)
1,648 $
4,672
1,507
7,827
(6,999)
828 $
1,648
6,803
1,507
9,958
(8,446)
1,512
$
$
Depreciation expense totaled $1,784,000, $1,076,000, and $992,000 for the years ended December 31, 2020, 2019 and 2018, respectively. There
were $2.2 million in equipment disposals during the year ended December 31, 2020.
F-19
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Securitization Trust Debt
We have completed numerous term securitization transactions that are structured as secured borrowings for financial accounting purposes. The
debt issued in these transactions is shown on our Consolidated Balance Sheets as “Securitization trust debt,” and the components of such debt are
summarized in the following table:
Final
Scheduled
Payment
Date (1)
Receivables
Pledged at
December 31,
2020 (2)
Outstanding
Principal at
December 31,
2020
Outstanding
Principal at
December 31,
2019
Initial
Principal
(Dollars in thousands)
Weighted
Average
Contractual
Interest Rate at
December 31,
2020
Series
CPS 2014-C
CPS 2014-D
CPS 2015-A
CPS 2015-B
CPS 2015-C
CPS 2016-A
CPS 2016-B
CPS 2016-C
CPS 2016-D
CPS 2017-A
CPS 2017-B
CPS 2017-C
CPS 2017-D
CPS 2018-A
CPS 2018-B
CPS 2018-C
CPS 2018-D
CPS 2019-A
CPS 2019-B
CPS 2019-C
CPS 2019-D
CPS 2020-A
CPS 2020-B
CPS 2020-C
December 2021
March 2022
June 2022
September 2022
December 2022
March 2023
June 2023
September 2023
April 2024
April 2024
December 2023
September 2024
June 2024
March 2025
December 2024
September 2025
June 2025
March 2026
June 2026
September 2026
December 2026
March 2027
June 2027
November 2027
_________________________
$
–
–
–
17,737
27,788
35,042
45,407
47,358
38,498
42,972
53,753
56,048
57,986
62,902
75,400
87,223
104,155
131,575
128,787
150,637
190,916
187,537
187,597
243,367
1,972,684 $
273,000
267,500
245,000
250,000
300,000
329,460
332,690
318,500
206,325
206,320
225,170
224,825
196,300
190,000
201,823
230,275
233,730
254,400
228,275
243,513
274,313
260,000
202,343
252,200
5,945,962 $
–
–
–
17,984
28,529
37,158
46,079
47,325
36,455
40,619
39,016
47,553
49,297
53,549
66,955
77,345
88,228
114,373
118,982
142,080
181,485
184,944
164,403
231,961
1,814,320 $
19,758
23,755
26,713
36,338
53,579
71,599
82,667
83,696
65,021
71,450
76,201
80,315
83,801
91,258
111,188
130,064
149,470
186,900
184,308
216,650
265,035
–
–
–
2,109,766
0.00%
0.00%
0.00%
6.01%
6.77%
7.24%
7.42%
7.53%
5.81%
5.82%
5.00%
4.82%
4.32%
4.11%
4.51%
4.62%
4.58%
4.38%
3.95%
3.26%
2.80%
2.80%
3.09%
1.67%
(1) The Final Scheduled Payment Date represents final legal maturity of the securitization trust debt. Securitization trust debt is expected to become
due and to be paid prior to those dates, based on amortization of the finance receivables pledged to the Trusts. Expected payments, which will
depend on the performance of such receivables, as to which there can be no assurance, are $818.4 million in 2021, $450.9 million in 2022, $350.7
million in 2023, $81.1 million in 2024, $83.7 million in 2025, and $18.7 million in 2026.
(2) Includes repossessed assets that are included in Other Assets on our Consolidated Balance Sheets.
F-20
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt issuance costs of $10.6 million and $12.0 million as of December 31, 2020 and December 31, 2019, respectively, have been excluded from
the table above. These debt issuance costs are presented as a direct deduction to the carrying amount of the Securitization trust debt on our Consolidated
Balance Sheets.
All of the securitization trust debt was issued in private placement transactions to qualified institutional investors. The debt was issued by our
wholly-owned, bankruptcy remote subsidiaries and is secured by the assets of such subsidiaries, but not by any of our other assets.
The terms of the various securitization agreements related to the issuance of the securitization trust debt require that certain delinquency and credit
loss criteria be met with respect to the collateral pool, and require that we maintain minimum levels of liquidity and net worth and not exceed maximum
leverage levels. We were in compliance with all such covenants as of December 31, 2020.
We are responsible for the administration and collection of the contracts. The securitization agreements also require certain funds be held in
restricted cash accounts to provide additional credit enhancement for the Notes or to be applied to make payments on the securitization trust debt. As of
December 31, 2020, restricted cash under the various agreements totaled approximately $130.7 million. Interest expense on the securitization trust debt is
composed of the stated rate of interest plus amortization of additional costs of borrowing. Additional costs of borrowing include facility fees, insurance
premiums, amortization of deferred financing costs, and amortization of discounts required on the notes at the time of issuance. Deferred financing costs
related to the securitization trust debt are amortized using the interest method. Accordingly, the effective cost of borrowing of the securitization trust debt is
greater than the stated rate of interest.
Our wholly-owned, bankruptcy remote subsidiaries were formed to facilitate the above asset-backed financing transactions. Similar bankruptcy
remote subsidiaries issue the debt outstanding under our warehouse line of credit. Bankruptcy remote refers to a legal structure in which it is expected that
the applicable entity would not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as
collateral for the related debt. All such transactions, treated as secured financings for accounting and tax purposes, are treated as sales for all other
purposes, including legal and bankruptcy purposes. None of the assets of these subsidiaries are available to pay any of our other creditors.
F-21
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Debt
The terms of our debt outstanding at December 31, 2020 and 2019 are summarized below:
Amount Outstanding at
December 31,
2020
December 31,
2019
(In thousands)
Description
Interest Rate
Maturity
Warehouse lines of credit
5.50% over one month Libor
(Minimum 6.50%)
3.00% over one month Libor
(Minimum 3.75%)
4.00% over a commercial
paper rate (Minimum 5.00%)
February 2021
$
42,558
$
40,558
December 2022
December 2021
45,689
32,265
96,225
–
Residual interest financing
8.60%
January 2026
25,576
40,000
Subordinated renewable notes
Weighted average rate of
10.09% and 9.75% at
December 31, 2020 and
December 31, 2019,
respectively
Weighted average maturity of
January 2023 and April 2022
at December 31, 2020 and
December 31, 2019,
respectively
21,323
17,534
$
167,411 $
194,317
Debt issuance costs of $1.5 million and $2.0 million as of December 31, 2020 and December 31, 2019, respectively, have been excluded from the
table above. These debt issuance costs are presented as a direct deduction to the carrying amount of the Warehouse lines of credit and residual interest
financing on our Consolidated Balance Sheets.
On May 11, 2012, we entered into a $100 million one-year warehouse credit line with Citibank, N.A. The facility is structured to allow us to fund
a portion of the purchase price of automobile contracts by borrowing from a credit facility to our consolidated subsidiary Page Eight Funding, LLC. The
facility provides for effective advances up to 83.0% of eligible finance receivables. The loans under the facility accrue interest at one-month LIBOR plus
3.00% per annum, with a minimum rate of 3.75% per annum. In December 2020, this facility was amended to extend the revolving period to December
2022 and to include an amortization period through December 2023 for any receivables pledged to the facility at the end of the revolving period. At
December 31, 2020 there was $45.7 million outstanding under this facility.
F-22
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On April 17, 2015, we entered into an additional $100 million one-year warehouse credit line with Fortress Investment Group. The facility is
structured to allow us to fund a portion of the purchase price of automobile contracts by borrowing from a credit facility to our consolidated subsidiary
Page Six Funding, LLC. The facility provides for effective advances up to 88.0% of eligible finance receivables. The loans under the facility accrue interest
at one-month LIBOR plus 5.50% per annum, with a minimum rate of 6.50% per annum. In February 2019, this facility was amended to extend the
revolving period to February 2021 followed by an amortization period through February 2023 for any receivables pledged to the facility at the end of the
revolving period. At December 31, 2020 there was $42.6 million outstanding under this facility. In February 2021, we repaid this facility in full at its
maturity date.
On November 24, 2015, we entered into an additional $100 million one-year warehouse credit line with affiliates of Credit Suisse Group and Ares
Management LP. The facility is structured to allow us to fund a portion of the purchase price of automobile contracts by borrowing from a credit facility to
our consolidated subsidiary Page Nine Funding, LLC. The facility provides for effective advances up to 88.0% of eligible finance receivables. The loans
under the facility accrue interest at a commercial paper rate plus 4.00% per annum, with a minimum rate of 5.00% per annum. In December 2019, this
facility was amended to extend the revolving period to December 2021 followed by an amortization period through December 2023 for any receivables
pledged to the facility at the end of the revolving period. At December 31, 2020 there was $32.3 million outstanding under this facility.
The total outstanding debt on our three warehouse lines of credit was $120.6 million as of December 31, 2020, compared to $136.8 million
outstanding as of December 31, 2019.
On May 16, 2018, we completed a $40.0 million securitization of residual interests from previously issued securitizations. In this residual interest
financing transaction, qualified institutional buyers purchased $40.0 million of asset-backed notes secured by residual interests in thirteen CPS
securitizations consecutively conducted from September 2013 through December 2016, and an 80% interest in a CPS affiliate that owns the residual
interests in the four CPS securitizations conducted in 2017. The sold notes (“2018-1 Notes”), issued by CPS Auto Securitization Trust 2018-1, consist of a
single class with a coupon of 8.595%.
The agreed valuation of the collateral for the 2018-1 Notes is the sum of the amounts on deposit in the underlying spread accounts for each related
securitization and the over-collateralization of each related securitization, which is the difference between the outstanding principal balances of the related
receivables less the principal balance of the outstanding notes issued in the related securitization. With respect to the securitizations conducted by CPS in
2017, only 80% of such amounts are included in the collateral. On each monthly payment date, the 2018-1 Notes are entitled to interest at the coupon rate
and, if necessary, a principal payment necessary to maintain a specified minimum collateral ratio. At December 31, 2020 there was $25.6 million
outstanding under this facility.
Unamortized debt issuance costs of $150,000 have been excluded from the amount reported above for residual interest financing. These debt
issuance costs are presented as a direct deduction to the carrying amount of the debt on our Consolidated Balance Sheets.
We must comply with certain affirmative and negative covenants related to debt facilities, which require, among other things, that we maintain
certain financial ratios related to liquidity, net worth and capitalization. Further covenants include matters relating to investments, acquisitions, restricted
payments and certain dividend restrictions. See the discussion of financial covenants in Note 1.
F-23
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the contractual and expected maturity amounts of long term debt as of December 31, 2020:
Contractual maturity
date
Subordinated
renewable
notes
(In thousands)
2021
2022
2023
2024
2025
Thereafter
Total
$
$
9,506
3,350
3,331
1,162
2,322
1,652
21,323
(7) Shareholders’ Equity
Common Stock
Holders of common stock are entitled to such dividends as our board of directors, in its discretion, may declare out of funds available, subject to
the terms of any outstanding shares of preferred stock and other restrictions. In the event of liquidation of the Company, holders of common stock are
entitled to receive, pro rata, all of the assets of the Company available for distribution, after payment of any liquidation preference to the holders of
outstanding shares of preferred stock. Holders of the shares of common stock have no conversion or preemptive or other subscription rights and there are
no redemption or sinking fund provisions applicable to the common stock.
Stock Purchases
For the year ending December 31, 2020, we purchased 351,926 shares of our common stock at an average price of $3.45. In October 2017 our
board of directors authorized the repurchase of up to $10 million of our common stock. There is approximately $5.1 million of board authorization
remaining under such plans, which have no expiration date. The table below describes the purchase of our common stock for the twelve-month periods
ended December 31, 2020 and 2019:
Open market purchases
Shares redeemed upon net exercise of stock options
Other
Total stock purchases
Twelve Months Ended
December 31, 2020
December 31, 2019
Shares
Avg. Price
Shares
Avg. Price
105,017
46,909
200,000
351,926
$
$
3.60
2.86
3.51
3.45
335,546 $
18,424
24,500
378,470 $
3.95
3.76
4.20
3.97
F-24
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Options and Warrants
In 2006, the Company adopted and its shareholders approved the CPS 2006 Long-Term Equity Incentive Plan (the “2006 Plan”) pursuant to which
our Board of Directors, or a duly-authorized committee thereof, may grant stock options, restricted stock, restricted stock units and stock appreciation
rights to our employees or employees of our subsidiaries, to directors of the Company, and to individuals acting as consultants to the Company or its
subsidiaries. In June 2008, May 2012, April 2013, May 2015 and again in July 2018, the shareholders of the Company approved an amendment to the 2006
Plan to increase the maximum number of shares that may be subject to awards under the 2006 Plan to 5,000,000, 7,200,000, 12,200,000, 17,200,000 and
19,200,000, respectively, in each case plus shares authorized under prior plans and not issued. Options that have been granted under the 2006 Plan and a
previous plan approved in 1997 have been granted at an exercise price equal to (or greater than) the stock’s fair value at the date of the grant, with terms
generally of 7-10 years and vesting generally over 4-5 years.
The per share weighted-average fair value of stock options granted during the years ended December 31, 2020, 2019 and 2018 was $1.33, $1.11
and $1.06, respectively. That fair value was estimated using a binomial option pricing model using the weighted average assumptions noted in the
following table. We use historical data to estimate the expected term of each option. The volatility estimate is based on the historical and implied volatility
of our stock over the period that equals the expected life of the option. Volatility assumptions ranged from 72% to 80% for 2020, 37% to 39% for 2019, and
31% to 34% for 2018. The risk-free interest rate is based on the yield on a U.S. Treasury bond with a maturity comparable to the expected life of the option.
The dividend yield is estimated to be zero based on our intention not to issue dividends for the foreseeable future.
Expected life (years)
Risk-free interest rate
Volatility
Expected dividend yield
2020
Year Ended December 31,
2019
2018
4.01
0.25%
73%
–
4.02
1.53%
37%
–
3.99
2.74%
34%
–
For the years ended December 31, 2020, 2019 and 2018, we recorded stock-based compensation costs in the amount of $1.9 million, $2.1 million
and $3.5 million, respectively. As of December 31, 2020, the unrecognized stock-based compensation costs to be recognized over future periods was equal
to $3.2 million. This amount will be recognized as expense over a weighted-average period of 2.2 years.
At December 31, 2020 and 2019, options outstanding had intrinsic values of $11.9 million and $4.8 million, respectively. At December 31, 2020
and 2019, options exercisable had intrinsic values of $8.2 million and $4.8 million, respectively. The total intrinsic value of options exercised was $1.0
million and $1.4 million for the years ended December 31, 2020 and 2019, respectively. New shares were issued for all options exercised during the year
ended December 2020 and cash of $949,000 was received. At December 31, 2020, there were a total of 270,000 additional shares available for grant under
the 2006 Plan.
F-25
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock option activity for the year ended December 31, 2020 for stock options under the 2006 and 1997 plans is as follows:
Options outstanding at the beginning of period
Granted
Exercised
Forfeited/Expired
Options outstanding at the end of period
Number of
Shares
(in thousands)
15,348 $
1,600
(558)
(413)
15,977 $
Weighted
Average
Exercise Price
4.59
2.47
1.70
5.13
4.46
Weighted
Average
Remaining
Contractual
Term
N/A
N/A
N/A
N/A
2.85 years
Options exercisable at the end of period
12,597 $
4.81
2.15 years
The following table presents the price distribution of stock options outstanding and exercisable for the years ended December 31, 2020 and 2019:
Range of exercise prices:
Outstanding
Exercisable
Outstanding
Exercisable
Number of shares as of
December 31, 2020
Number of shares as of
December 31, 2019
$0.95 - $1.99
$2.00 - $2.99
$3.00 - $3.99
$4.00 - $4.99
$5.00 - $5.99
$6.00 - $6.99
$7.00 - $7.99
Total shares
(In thousands)
1,904
1,570
4,973
1,540
–
4,770
1,220
15,977
1,904
180
3,306
1,217
–
4,770
1,220
12,597
(In thousands)
2,436
–
5,145
1,547
–
4,955
1,265
15,348
2,436
–
2,158
903
–
4,955
1,265
11,717
We did not issue any stock options with an exercise price above or below the market price of the stock on the grant date for the years ended
December 31, 2020, 2019 and 2018.
F-26
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) Interest Income and Interest Expense
The following table presents the components of interest income:
Interest on finance receivables
Interest on finance receivables at fair value
Mark to finance receivables measured at fair value
Other interest income
Interest income
The following table presents the components of interest expense:
Securitization trust debt
Warehouse lines of credit
Residual interest financing
Subordinated renewable notes
Interest expense
(9) Income Taxes
Income taxes consist of the following:
Current federal tax expense
Current state tax expense
Deferred federal tax expense
Deferred state tax expense
Income tax expense
$
$
$
$
$
$
F-27
2020
Year Ended December 31,
2019
(In thousands)
$
126,043
168,266
(29,528)
673
265,454
211,138 $
123,059
–
2,899
337,096 $
2020
Year Ended December 31,
2019
(In thousands)
$
88,031
7,678
3,454
2,175
101,338
96,870 $
8,402
3,822
1,434
110,528 $
2020
Year Ended December 31,
2019
(In thousands)
$
(23,576)
472
18,937
2,610
(1,557)
(574) $
105
2,759
1,466
3,756 $
$
$
$
2018
334,634
43,863
–
1,800
380,297
2018
89,926
7,752
2,343
1,445
101,466
2018
(7,526)
(2,064)
9,074
4,357
3,841
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income tax expense for the years ended December 31, 2020, 2019 and 2018 differs from the amount determined by applying the statutory federal
rate to income before income taxes as follows:
Expense at federal tax rate
State taxes, net of federal income tax effect
Stock-based compensation
Non-deductible expenses
Net operating loss carryback
Effect of change in tax rate
Accounting method change
Other
income tax expense
2020
$
$
4,225
1,505
35
974
(9,435)
–
–
1,139
(1,557)
$
2018
3,928
1,718
238
824
–
–
(2,100)
(767)
3,841
1,924 $
1,027
169
856
–
–
–
(220)
3,756 $
Year Ended December 31,
2019
(In thousands)
$
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was adopted, providing wide ranging economic relief for
individuals and businesses. One component of the CARES Act provides the Company with an opportunity to carry back net operating losses (“NOLs”)
arising from 2018, 2019 and 2020 to the prior five tax years. The Company has such NOLs reflected on its balance sheet as a portion of deferred tax assets.
The Company has previously valued its NOLs at the federal corporate income tax rate of 21%. However, the provisions of the CARES Act provide for
NOL carryback claims to be calculated based on a rate of 35%, which was the federal corporate tax rate in effect for the carryback years. Consequently, the
Company has revalued the benefit from its NOLs to reflect a 35% tax rate. The result of the revaluation of NOLs and other tax adjustments is a net tax
benefit of $8.8 million, which is reflected in income taxes for the year ended December 31, 2020.
For the year ended December 31, 2018, we recorded income tax expense of $3.8 million which include a $2.1 million net tax benefit related to
certain tax planning strategies and other adjustments. Without the benefit, income tax expense for 2018 would have been $5.9 million.
F-28
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The tax effected cumulative temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2020 and 2019 are as
follows:
Deferred Tax Assets:
Finance receivables
Accrued liabilities
NOL carryforwards
Built in losses
Pension accrual
Stock compensation
Lease liability
Other
Total deferred tax assets
Deferred Tax Liabilities:
Finance receivables
Deferred loan costs
Lease right-of-use assets
Furniture and equipment
Total deferred tax liabilities
December 31,
2020
2019
(In thousands)
$
10,930 $
541
7,470
3,312
1,745
4,463
3,843
46
32,350
$
– $
(205)
(3,517)
(116)
(3,838)
Net deferred tax asset
$
28,512 $
–
307
17,240
4,008
1,927
4,385
5,232
164
33,263
(12,180)
(542)
(4,855)
(206)
(17,783)
15,480
We acquired certain net operating losses and built-in loss assets as part of our acquisitions of MFN Financial Corp. (“MFN”) in 2002 and TFC
Enterprises, Inc. (“TFC”) in 2003. Moreover, both MFN and TFC have undergone an ownership change for purposes of Internal Revenue Code (“IRC”)
Section 382. In general, IRC Section 382 imposes an annual limitation on the ability of a loss corporation (that is, a corporation with a net operating loss
(“NOL”) carryforward, credit carryforward, or certain built-in losses (“BILs”)) to utilize its pre-change NOL carryforwards or BILs to offset taxable
income arising after an ownership change.
In determining the possible future realization of deferred tax assets, we have considered future taxable income from the following sources: (a)
reversal of taxable temporary differences; and (b) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into years
in which net operating losses might otherwise expire.
Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. A valuation allowance is recognized
for a deferred tax asset if, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be
realized. In making such judgements, significant weight is given to evidence that can be objectively verified. Although realization is not assured, we
believe that the realization of the recognized net deferred tax asset of $28.5 million as of December 31, 2020 is more likely than not based on forecasted
future net earnings. Our net deferred tax asset of $28.5 million consists of approximately $17.0 million of net U.S. federal deferred tax assets and $11.5
million of net state deferred tax assets.
F-29
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020, we had net operating loss carryforwards for state income tax purposes of $86.8 million. These state net operating losses
begin to expire in 2024.
We recognize a tax position as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on
examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. We recognize potential interest and penalties related
to unrecognized tax benefits as income tax expense. At December 31, 2020, we had no unrecognized tax benefits for uncertain tax positions.
We are subject to taxation in the US and various state jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state, or local
examinations by tax authorities for years before 2017.
(10) Commitments and Contingencies
Leases
The Company has operating leases for corporate offices, equipment, software and hardware. The Company has entered into operating leases for
the majority of its real estate locations, primarily office space. These leases are generally for periods of three to seven years with various renewal options.
The depreciable life of leased assets is limited by the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance
sheet and the related lease expense is recognized on a straight-line basis over the lease term.
We determine if a contract contains a lease at contract inception. Right-of-use assets and liabilities are recognized based on the present value of
lease payments over the lease term. In determining the present value of lease payments, we use the Company’s incremental borrowing rate. Right-of-use
assets are included in other assets and lease liabilities are included in accounts payable and accrued expenses in our Condensed Consolidated Balance Sheet
at December 31, 2020.
F-30
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the supplemental balance sheet information related to leases:
Operating Leases
Operating lease right-of-use assets
Less: Accumulated amortization right-of-use assets
Operating lease right-of-use assets, net
Operating lease liabilities
Finance Leases
Property and equipment, at cost
Less: Accumulated depreciation
Property and equipment, net
Finance lease liabilities
Weighted Average Discount Rate
Operating lease
Finance lease
Maturities of lease liabilities were as follows:
(In thousands)
Year Ending December 31,
2021
2022
2023
2024
2025
Total undiscounted lease payments
Less amounts representing interest
Lease Liability
December 31,
2020
December 31,
2019
(In thousands)
23,735 $
(12,792)
10,943 $
23,735
(6,600)
17,135
(12,096) $
(18,527)
3,407 $
(1,226)
2,181 $
(2,243) $
5.0%
6.5%
Operating
Lease
Finance
Lease
7,458 $
6,066
1,397
419
282
15,622
(3,526)
12,096 $
876
(150)
726
(718)
5.0%
6.4%
1,229
1,050
84
26
10
2,399
(156)
2,243
$
$
$
$
$
$
$
$
F-31
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the leases expense included in Occupancy, General and administrative on our Condensed Consolidated Statement of
Operations:
Operating lease cost
Finance lease cost
Total lease cost
2020
Year Ended December 31,
2019
(In thousands)
2018
$
$
$
7,523
1,179
8,702 $
7,521 $
160
7,681 $
7,124
–
7,124
The following table presents the supplemental cash flow information related to leases:
2020
Year Ended December 31,
2019
(In thousands)
2018
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
$
$
7,762
1,007
172
7,584 $
133
27
6,809
37
9
Legal Proceedings
Consumer Litigation. We are routinely involved in various legal proceedings resulting from our consumer finance activities and practices, both
continuing and discontinued. Consumers can and do initiate lawsuits against us alleging violations of law applicable to collection of receivables, and such
lawsuits sometimes allege that resolution as a class action is appropriate.
For the most part, we have legal and factual defenses to consumer claims, which we routinely contest or settle (for immaterial amounts) depending
on the particular circumstances of each case.
Wage and Hour Claim. On September 24, 2018, a former employee filed a lawsuit against us in the Superior Court of Orange County, California,
alleging that we incorrectly classified our sales representatives as outside salespersons exempt from overtime wages, mandatory break periods and certain
other employee protective provisions of California and federal law. The complaint seeks injunctive relief, an award of unpaid wages, liquidated damages,
and attorney fees and interest. The plaintiff purports to act on behalf of a class of similarly situated employees and ex-employees. As of the date of this
report, no motion for class certification has been filed or granted.
We believe that our compensation practices with respect to our sales representatives are compliant with applicable law. Accordingly, we have
defended and intend to continue to defend this lawsuit. We have not recorded a liability with respect to this claim on the accompanying consolidated
financial statements.
F-32
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In General. There can be no assurance as to the outcomes of the matters described or referenced above. We record at each measurement date, most
recently as of December 31, 2020, our best estimate of probable incurred losses for legal contingencies, including the matters identified above, and
consumer claims. The amount of losses that may ultimately be incurred cannot be estimated with certainty. However, based on such information as is
available to us, we believe that the total of probable incurred losses for legal contingencies as of December 31, 2020 is immaterial, and that the range of
reasonably possible losses for the legal proceedings and contingencies we face, including those described or identified above, as of December 31, 2020
does not exceed $3 million.
Accordingly, we believe that the ultimate resolution of such legal proceedings and contingencies should not have a material adverse effect on our
consolidated financial condition. We note, however, that in light of the uncertainties inherent in contested proceedings there can be no assurance that the
ultimate resolution of these matters will not be material to our operating results for a particular period, depending on, among other factors, the size of the
loss or liability imposed and the level of our income for that period.
(11) Employee Benefits
We sponsor a pretax savings and profit sharing plan (the “401(k) Plan”) qualified under Section 401(k) of the Internal Revenue Code. Under the
401(k) Plan, eligible employees are able to contribute up to the maximum allowed under the law. We may, at our discretion, match 100% of employees’
contributions up to $2,000 per employee per calendar year. Our matching contributions to the 401(k) Plan were $1.4 million, $1.6 million, and $1.5
respectively, for the years ended December 31, 2020, 2019 and 2018.
We also sponsor a defined benefit plan, the MFN Financial Corporation Pension Plan (the “Plan”). The Plan benefits were frozen on June 30,
2001.
The following tables represents a reconciliation of the change in the plan’s benefit obligations, fair value of plan assets, and funded status at
December 31, 2020 and 2019:
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of year
Service cost
Interest cost
Assumption changes
Actuarial (gain) loss
Settlements
Benefits paid
Projected benefit obligation, end of year
Change in Plan Assets
Fair value of plan assets, beginning of year
Return on assets
Employer contribution
Expenses
Settlements
Benefits paid
Fair value of plan assets, end of year
Funded Status at end of year
F-33
December 31,
2020
2019
(In thousands)
22,997 $
–
693
2,418
(89)
–
(1,341)
24,678 $
15,910 $
2,775
1,161
(340)
–
(1,341)
18,165 $
(6,513) $
20,085
–
808
3,047
141
–
(1,084)
22,997
14,368
3,017
–
(391)
–
(1,084)
15,910
(7,087)
$
$
$
$
$
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additional Information
Weighted average assumptions used to determine benefit obligations and cost at December 31, 2020 and 2019 were as follows:
Weighted average assumptions used to determine benefit obligations
Discount rate
Weighted average assumptions used to determine net periodic benefit cost
Discount rate
Expected return on plan assets
December, 31
2020
2019
2.28%
3.07%
3.07%
7.25%
4.11%
7.25%
Our overall expected long-term rate of return on assets is 7.25% per annum as of December 31, 2020. The expected long-term rate of return is
based on the weighted average of historical returns on individual asset categories, which are described in more detail below.
Amounts recognized on Consolidated Balance Sheet
Other assets
Other liabilities
Net amount recognized
Amounts recognized in accumulated other comprehensive loss consists of:
Net loss
Unrecognized transition asset
Net amount recognized
Components of net periodic benefit cost
Interest cost
Expected return on assets
Amortization of transition asset
Amortization of net loss
Net periodic benefit cost
Settlement (gain)/loss
Total
Benefit Obligation Recognized in Other Comprehensive Loss (Income)
Net loss (gain)
Prior service cost (credit)
Amortization of prior service cost
Net amount recognized in other comprehensive loss (income)
F-34
2020
December 31,
2019
(In thousands)
2018
–
(6,513)
(6,513)
13,297
–
13,297
693
(1,150)
–
839
382
–
382
205
–
–
205
$
$
$
$
$
$
$
$
– $
(7,087)
(7,087) $
13,092 $
–
13,092 $
808 $
(1,012)
–
376
172
–
172 $
1,197 $
–
–
1,197 $
–
(5,717)
(5,717)
11,896
–
11,896
775
(1,163)
–
443
55
–
55
545
–
–
545
$
$
$
$
$
$
$
$
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated net loss that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2020 is $148,000.
The weighted average asset allocation of our pension benefits at December 31, 2020 and 2019 were as follows:
Weighted Average Asset Allocation at Year-End
Asset Category
Equity securities
Debt securities
Cash and cash equivalents
Total
December 31,
2020
2019
82%
18%
0%
100%
82%
18%
0%
100%
Our investment policies and strategies for the pension benefits plan utilize a target allocation of 75% equity securities and 25% fixed income
securities (excluding Company stock). Our investment goals are to maximize returns subject to specific risk management policies. We address risk
management and diversification by the use of a professional investment advisor and several sub-advisors which invest in domestic and international equity
securities and domestic fixed income securities. Each sub-advisor focuses its investments within a specific sector of the equity or fixed income market. For
the sub-advisors focused on the equity markets, the sectors are differentiated by the market capitalization, the relative valuation and the location of the
underlying issuer. For the sub-advisors focused on the fixed income markets, the sectors are differentiated by the credit quality and the maturity of the
underlying fixed income investment. The investments made by the sub-advisors are readily marketable and can be sold to fund benefit payment obligations
as they become payable.
Cash Flows
Estimated Future Benefit Payments (In thousands)
2021
2022
2023
2024
2025
Years 2026 - 2029
Anticipated Contributions in 2021
F-35
$
$
896
933
957
983
1,026
5,678
522
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of plan assets at December 31, 2020 and 2019, by asset category, is as follows:
Investment Name:
Company Common Stock
Large Cap Value
Mid Cap Index
Small Cap Growth
Small Cap Value
Large Cap Blend
Growth
International Growth
Core Bond
High Yield
Inflation Protected Bond
Money Market
Total
Investment Name:
Company Common Stock
Large Cap Value
Mid Cap Index
Small Cap Growth
Small Cap Value
Large Cap Blend
Growth
International Growth
Core Bond
High Yield
Inflation Protected Bond
Money Market
Total
________________________
Level 1 (1)
Level 2 (2)
Level 3 (3)
Total
December 31, 2020
$
$
$
$
3,811
–
–
–
–
–
–
–
–
–
–
–
3,811
Level 1 (1)
2,950
–
–
–
–
–
–
–
–
–
–
–
2,950
$
$
$
$
(in thousands)
– $
2,523
757
765
785
691
2,342
3,003
1,809
381
485
813
14,354 $
– $
–
–
–
–
–
–
–
–
–
–
–
– $
3,811
2,523
757
765
785
691
2,342
3,003
1,809
381
485
813
18,165
December 31, 2019
Level 2 (2)
Level 3 (3)
Total
(in thousands)
– $
2,370
658
655
674
683
2,342
2,667
1,909
386
509
107
12,960 $
– $
–
–
–
–
–
–
–
–
–
–
–
– $
2,950
2,370
658
655
674
683
2,342
2,667
1,909
386
509
107
15,910
(1) Company common stock is classified as level 1 and valued using quoted prices in active markets for identical assets.
(2) All other plan assets in stock, bond and money market funds are classified as level 2 and valued using significant observable inputs.
(3) There are no plan assets classified as level 3 in the fair value hierarchy as a result of having significant unobservable inputs.
F-36
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) Fair Value Measurements
ASC 820, "Fair Value Measurements" clarifies the principle that fair value should be based on the assumptions market participants would use
when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the
standard, fair value measurements are separately disclosed by level within the fair value hierarchy.
ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair
value measurement and enhances disclosure requirements for fair value measurements. The three levels are defined as follows: level 1 - inputs to the
valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; level 2 – inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the financial instrument; and level 3 – inputs to the valuation methodology are unobservable and significant to the fair
value measurement.
Effective January 2018 we have elected to use the fair value method to value our portfolio of finance receivables acquired in January 2018 and
thereafter.
Our valuation policies and procedures have been developed by our Accounting department in conjunction with our Risk department and with
consultation with outside valuation experts. Our policies and procedures have been approved by our Chief Executive and our Board of Directors and
include methodologies for valuation, internal reporting, calibration and back testing. Our periodic review of valuations includes an analysis of changes in
fair value measurements and documentation of the reasons for such changes. There is little available third-party information such as broker quotes or
pricing services available to assist us in our valuation process.
Our level 3, unobservable inputs reflect our own assumptions about the factors that market participants use in pricing similar receivables and are
based on the best information available in the circumstances. They include such inputs as estimates for the magnitude and timing of net charge-offs and the
rate of amortization of the portfolio of finance receivable. Significant changes in any of those inputs in isolation would have a significant impact on our fair
value measurement.
The table below presents a reconciliation of the finance receivables measured at fair value on a recurring basis using significant unobservable
inputs:
Twelve Months Ended
December 31,
2020
2019
(In thousands)
Balance at beginning of period
Finance receivables at fair value acquired during period
Payments received on finance receivables at fair value
Net interest income accretion on fair value receivables
Mark to fair value
Balance at end of period
$
$
1,444,038 $
739,734
(496,747)
(133,771)
(29,528)
1,523,726 $
821,066
1,004,194
(292,948)
(90,383)
2,109
1,444,038
F-37
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below compares the fair values of these finance receivables to their contractual balances for the periods shown:
December 31, 2020
December 31, 2019
Contractual
Balance
Fair
Value
Contractual
Balance
Fair
Value
(In thousands)
Finance receivables measured at fair value
$
1,668,076
$
1,523,726 $
1,492,803 $
1,444,038
The following table provides certain qualitative information about our level 3 fair value measurements:
Schedule of level 3 fair value
measurements
Financial Instrument
Fair Values as of
December 31,
Inputs as of
December 31,
2020
2019
Unobservable Inputs
2020
2019
(In thousands)
Assets:
Finance receivables measured at fair value $
1,523,726 $
1,444,038
Discount rate
Cumulative net losses
10.4% - 11.1%
15.3% - 18.4%
8.9% - 11.1%
15.0% - 16.1%
The following table summarizes the delinquency status using the contractual balance of these finance receivables measured at fair value as of
December 31, 2020 and December 31, 2019:
Delinquency Status
Current
31 - 60 days
61 - 90 days
91 + days
Repo
December 31,
2020
December 31,
2019
(In thousands)
$
$
1,505,486 $
96,296
36,436
9,607
20,251
1,668,076 $
1,344,883
81,262
34,280
15,167
17,211
1,492,803
Repossessed vehicle inventory, which is included in Other assets on our consolidated balance sheet, is measured at fair value using level 2
assumptions based on our actual loss experience on sale of repossessed vehicles. At December 31, 2020, the finance receivables related to the repossessed
vehicles in inventory totaled $15.6 million . We have applied a valuation adjustment, or loss allowance, of $11.8 million, which is based on a recovery rate
of approximately 24%, resulting in an estimated fair value and carrying amount of $3.8 million. The fair value and carrying amount of the repossessed
inventory at December 31, 2019 was $7.5 million after applying a valuation adjustment of $21.4 million .
F-38
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
There were no transfers in or out of level 1 or level 2 assets and liabilities for 2020 and 2019. We have no level 3 assets or liabilities that are
measured at fair value on a non-recurring basis.
The estimated fair values of financial assets and liabilities at December 31, 2020 and 2019, were as follows:
Financial Instrument
Assets:
Cash and cash equivalents
Restricted cash and equivalents
Finance receivables, net
Accrued interest receivable
Liabilities:
Warehouse lines of credit
Accrued interest payable
Securitization trust debt
Subordinated renewable notes
Financial Instrument
Assets:
Cash and cash equivalents
Restricted cash and equivalents
Finance receivables, net
Accrued interest receivable
Liabilities:
Warehouse lines of credit
Accrued interest payable
Securitization trust debt
Subordinated renewable notes
$
$
$
$
Carrying
Value
13,466
130,686
411,343
5,017
118,999
4,919
1,803,673
21,323
Carrying
Value
5,295
135,537
885,890
11,645
134,791
5,254
2,097,728
17,534
$
$
$
$
F-39
As of December 31, 2020
(In thousands)
Fair Value Measurements Using:
Level 2
Level 1
Level 3
Total
$
$
13,466
130,686
–
–
–
–
–
–
– $
–
–
–
– $
–
–
–
– $
–
429,972
5,017
13,466
130,686
429,972
5,017
118,999 $
4,919
1,862,630
21,323
118,999
4,919
1,862,630
21,323
As of December 31, 2019
(In thousands)
Fair Value Measurements Using:
Level 2
Level 1
Level 3
Total
$
$
5,295
135,537
–
–
–
–
–
–
– $
–
–
–
– $
–
–
–
– $
–
841,160
11,645
5,295
135,537
841,160
11,645
134,791 $
5,254
2,116,520
17,534
134,791
5,254
2,116,520
17,534
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) Subsequent Events
On January 27, 2021 we executed our first securitization of 2021. In the transaction, qualified institutional buyers purchased $230.5 million of
asset-backed notes secured by $245.0 million in automobile receivables originated by CPS. The sold notes, issued by CPS Auto Receivables Trust 2021-A,
consist of five classes. Ratings of the notes were provided by Standard & Poor’s and DBRS Morningstar, and were based on the structure of the transaction,
the historical performance of similar receivables and CPS’s experience as a servicer. The weighted average yield on the notes is approximately 1.11%.
The 2021-A transaction has initial credit enhancement consisting of a cash deposit equal to 1.00% of the original receivable pool balance and
overcollateralization of 5.90%. The transaction agreements require accelerated payment of principal on the notes to reach overcollateralization of the lesser
of 9.30% of the original receivable pool balance, or 32.05% of the then outstanding pool balance. The transaction utilizes a pre-funding structure, in which
CPS sold approximately $184.4 million of receivables at inception approximately $60.6 million of additional receivables in February 2021. The transaction
was a private offering of securities, not registered under the Securities Act of 1933, or any state securities law.
F-40
Exhibit 21
Registrant Consumer Portfolio Services, Inc.
Subsidiaries of the Registrant
Name
CPS Receivables Five LLC
Page Six Funding LLC
Page Seven Funding LLC
Page Nine Funding LLC
Folio Residual Holdings LLC
Jurisdiction of Organization
Delaware
Delaware
Delaware
Delaware
Delaware
Other subsidiaries, which would not constitute a significant subsidiary if considered collectively as a single subsidiary, are omitted.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-168976 and 333-190766 on Form S-1, Nos.
333-152969 and 333-204492 on Form S-3, and Nos. 333-58199, 333-35758, 333-75594, 333-115622, 333-135907, 333-161448,
333-166892 and 333-193926 on form S-8 of Consumer Portfolio Services, Inc. of our report dated March 10, 2021 relating to the
financial statements appearing in this Annual Report on Form 10-K.
Dallas, Texas
March 10, 2021
/s/ Crowe LLP
Crowe LLP
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles E. Bradley, Jr., certify that:
1.
2.
3.
4.
(a)
(b)
(c)
(d)
5.
(a)
(b)
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 of Consumer Portfolio Services, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 10, 2021
/s/ Charles E. Bradley, Jr.
Charles E. Bradley, Jr.
Chairman, President and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey P. Fritz, Jr., certify that:
1.
2.
3.
4.
(a)
(b)
(c)
(d)
5.
(a)
(b)
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 of Consumer Portfolio Services, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 10, 2021
/s/ Jeffrey P. Fritz
Jeffrey P. Fritz
Executive Vice President and Chief Financial Officer
EXHIBIT 32
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Consumer Portfolio Services, Inc. (“Registrant”) on Form 10-K for the fiscal year ended December 31, 2020, as
filed with the Securities and Exchange Commission on March 10, 2021 (the “Report”), Charles E. Bradley, Jr., chairman, president and chief executive
officer, and Jeffrey P. Fritz , chief financial officer and executive vice president, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)
(2)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations as of December
31, 2020.
March 10, 2021
March 10, 2021
/s/ Charles E. Bradley, Jr.
Charles E. Bradley, Jr.
Chairman, President and Chief Executive Officer
/s/ Jeffrey P. Fritz
Jeffrey P. Fritz
Chief Financial Officer and Executive Vice President