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, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 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
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 ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging Growth Company ☐
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. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 13,680,435 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 $10.25 per share reported by Nasdaq as of June 30, 2022, was approximately $140,224,459. 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 8, 2023 was 20,535,126.
The proxy statement for registrant’s 2023 annual shareholders meeting is incorporated by reference into Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
[Reserved]
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
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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 Accountant Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
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29
29
30
30
31
32
33
33
53
53
53
53
54
54
55
55
55
55
55
56
56
Item 1. Business
Overview
PART I
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, 2022, we have purchased a total of approximately
$20.0 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, 2022 are shown
in the table below. Managed portfolio comprises both contracts we owned and those we were servicing for third parties.
Contract Purchases and Outstanding Managed Portfolio
Year
2018
2019
2020
2021
2022
$ in thousands
Contracts Purchased in
Period
Managed Portfolio at
Period End
$
902,416 $
1,002,782
742,584
1,146,321
1,854,385
2,380,847
2,416,042
2,174,972
2,249,069
3,001,308
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,
2022, we had 90 sales representatives, and in that month, we received applications from 8,078 dealers in 47 states. As of December 31, 2022,
approximately 75% of our active dealers were franchised new car dealers that sell both new and used vehicles, and the remainder were independent used
car dealers.
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.
1
During the year ended December 31, 2022 automobile contracts originated under the direct lending platform represented 3.2% of our total acquisitions
and represented 2.7% of our outstanding managed portfolio as of December 31, 2022. 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 year ended December 31, 2022 approximately 91% of the automobile contracts originated under our programs consisted of financing for used
cars and 9% consisted of financing for new cars.
We generally solicit applications with the intent of originating contracts to hold as investments in our own portfolio. However, in May 2021 we began
purchasing some contracts for immediate sale to a third-party to whom we refer applications that do not meet our lending criteria. We service all such
contracts on behalf of the third-party.
For contracts we originate for our own portfolio, we generally finance 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 95 term securitizations of approximately
$17.7 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, 2022, we had two such short-term warehouse facilities, each
with a maximum borrowing amount of $200 million.
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, 2022, most of our staff were working without a significant impact from the
pandemic.
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, 2022, we received 2.5 million applications. Approximately 63% of all applications
came through DealerTrack (the industry leading dealership application aggregator), 36% via another aggregator, Route One and 1% 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, 2022, such pass-through applications
represented 13% of our total applications. For the year ended December 31, 2022, 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. For applications that do not meet our criteria, we may
forward them to one or more business partners who also invest in subprime automobile contracts. In the case of one third-party partner, as described above,
we may purchase contracts they approve, followed by immediate resale to them, after which we retain the servicing. If this third-party declines the
application, we advise the dealer that we will not purchase the contract. Other partners to whom we refer applications may or may not choose to purchase
such contracts by working directly with the dealers who submitted the applications. Unless otherwise notated, contract origination and managed portfolio
data discussed herein includes third-party contracts.
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, 2022, 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, 2022 and 2021.
California
Texas
Ohio
Illinois
Florida
Pennsylvania
Indiana
Other States
Total
Contracts Purchased During the Year Ended
December 31, 2022
December 31, 2021
Number
Percent (1)
Number
Percent (1)
6,707
6,415
6,247
4,648
4,189
3,767
3,791
46,171
81,935
8.2%
7.8%
7.6%
5.7%
5.1%
4.6%
4.6%
56.4%
100.0%
5,928
3,336
5,071
1,963
2,716
2,525
2,725
30,053
54,317
10.9%
6.1%
9.3%
3.6%
5.0%
4.6%
5.0%
55.3%
100.0%
(1)
Percentages may not total to 100.0% due to rounding.
3
The following table sets forth the geographic concentrations of our outstanding managed portfolio as of December 31, 2022 and 2021.
Outstanding Managed Portfolio as of
December 31, 2022
December 31, 2021
Amount
Percent (1)
Amount
Percent (1)
California
Ohio
Texas
Florida
Indiana
Illinois
All others
$
Total
$
303.8
243.0
220.4
148.0
139.3
135.2
1,811.6
3,001.3
(1)
Percentages may not total to 100.0% due to rounding.
($ in millions)
10.1% $
8.1%
7.3%
4.9%
4.6%
4.5%
60.4%
100.0% $
265.3
205.6
140.7
112.7
112.6
69.1
1,343.1
2,249.1
11.8%
9.1%
6.3%
5.0%
5.0%
3.1%
59.7%
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 contracts purchased for our own portfolio 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
$
(150) $
-0.7%
18.4%
(65) $
-0.3%
17.8%
71 $
0.4%
19.3%
(25) $
-0.1%
19.2%
(238)
-1.4%
18.3%
2022
2021
2020
2019
2018
(1) Not applicable to direct lending platform
Our pricing strategy is driven by our objectives for new contract purchase quantities and maximizing our risk adjusted 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.
We make changes to our pricing algorithm based on our volume goals, our own costs for borrowing and periodic recalibration of our risk-based scoring
models.
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.
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.
4
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.
Meta - This program accommodates applicants with past non-performing credit, but who demonstrate a stronger history of recent performing credit than
the Preferred program. Contract interest rates and dealer acquisition fees are lower, and the maximum loan amount is somewhat higher than the Preferred
program.
Our upper credit tier products, which are our Meta, Preferred, Super Alpha, Alpha Plus and Alpha programs, accounted for approximately 80% of our
new contract acquisitions for our own portfolio in 2022, 75% in 2021, and 75% in 2020, 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, 2022 and 2021.
Program
Meta
Preferred
Super Alpha
Alpha Plus
Alpha
Standard
Mercury / Delta
First Time Buyer
Third Parties
Contracts Purchased During the Year Ended (1)
December 31, 2022
December 31, 2021
(dollars in thousands)
Amount
Financed
Percent (1)
Amount
Financed
Percent (1)
$
$
57,145
219,872
394,743
193,728
463,466
196,738
74,865
61,742
192,086
1,854,385
3.1% $
11.9%
21.3%
10.4%
25.0%
10.6%
4.0%
3.3%
10.4%
100.0% $
n/a
161,289
197,809
157,212
304,978
177,876
62,334
42,537
42,286
1,146,321
n/a
14.1%
17.3%
13.7%
26.6%
15.5%
5.4%
3.7%
3.7%
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.
Our technology and human expertise provides for a 360-degree evaluation of an applicant’s employment and residence stability, income level and
affordability, and creditworthiness in relation to the desired collateral securing the automobile contract. This perspective is used to assign application and
structure allowances and limits related to price, term, amount of down payment, monthly payment, and interest rate; type of vehicle; and principal amount
of the automobile contract in relation to the value of the vehicle.
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 12 model years old or have more than 200,000 miles. The maximum term of a
purchased contract is 78 months, although we consider the program, amount financed, 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 two internal "credit scores" at the time the application is received. 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 traditional and alternative
credit history, data derived from other sources such as house/rental payment, length of employment, residence stability and total income. When the dealer
proposes a structure for the contract, our scores consider various deal structure parameters such as down payment amount, loan to value, payment to
income, make and model, vehicle class, and mileage. 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.
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, 2022 and 2021:
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, 2021
December 31, 2022
$
$
$
22,632 $
70 months
10.5%
21,122 $
7 years
42 years
4 years
69,121 $
21,104
70 months
9.0%
19,881
5 years
42 years
5 years
61,377
6
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
Beginning in April 2020, we experienced a decrease in monthly contract purchase volumes which continued through December 2020. Since January
2021, our contract purchase levels have returned to or exceeded pre-pandemic levels.
Servicing and Collections
We currently service all automobile contracts that we own as well as those automobile contracts we 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. For contracts we service for third parties, we receive a base monthly servicing fee equal to 2.5%, and certain other incentive fees
tied to credit performance.
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, 2022, our nearshore partner had approximately 33 agents assigned to
our portfolio.
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 attempts 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.
7
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.
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, 2022, December 31, 2021, and December 31, 2020, 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 pandemic, 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 own as of the respective dates
shown.
8
Delinquency, Repossession and Extension Experience
Delinquency and Extension Experience (1)
Total Managed Portfolio (Excludes Third Party Portfolio)
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
December 31, 2022
December 31, 2021
December 31, 2020
Number of
Contracts
Amount
Number of
Contracts
Amount
(Dollars in thousands)
Number of
Contracts
Amount
170,658 $
2,795,383
154,151 $
2,209,430
163,117 $
2,174,972
13,434
5,481
2,148
21,063
2,904
201,764
80,146
31,036
312,946
41,401
10,895
3,939
1,171
16,005
1,882
146,904
51,069
14,279
212,252
22,912
11,357
4,525
1,290
17,172
2,979
152,868
59,096
14,989
226,953
35,839
23,967 $
354,347
17,887 $
235,164
20,151 $
262,792
12.3%
11.2%
10.4%
9.6%
10.5%
10.4%
14.0%
12.7%
11.6%
10.6%
12.4%
12.1%
27,584 $
464,323
23,740 $
328,128
29,709 $
417,347
38,714
66,298
417,682
882,005
46,541
70,281
513,183
841,311
55,885
85,594
665,572
1,082,919
Contracts with one extension, non-accrual (4)
Contracts with two or more extensions, non-
accrual (4)
981
14,792
597
7,736
915
12,408
1,485
2,466
15,395
30,187
1,414
2,011
15,128
22,864
2,502
3,417
28,189
40,597
Total accounts with extensions
68,764 $
912,192
72,292 $
864,175
89,011 $
1,123,516
(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.
(3) Amount in repossession represents the contract balance on financed vehicles that have been repossessed but not yet liquidated.
(4) We do not recognize interest income on accounts past due more than 90 days.
9
Net Credit Loss Experience (1)
Total Owned Portfolio
Finance Receivables Portfolio (2)
Year Ended December 31,
2021
(Dollars in thousands)
2022
2020
150,919 $
4.6%
345,021 $
5.8%
684,259
11.7%
Fair Value Receivables Portfolio (4)
Year Ended December 31,
2021
(Dollars in thousands)
2022
2020
2,388,191 $
4.5%
1,802,590 $
3.1%
1,631,491
4.3%
2022
Total Owned Portfolio
Year Ended December 31,
2021
(Dollars in thousands)
2020
2,539,110 $
4.5%
2,147,611 $
3.5%
2,315,750
6.5%
$
$
$
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)
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) 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.
10
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 eight 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.
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, 2022, for accounts that received extensions from 2012 through 2021:
# of Extensions
Granted
Active or Paid
Off at December
31, 2022
% Active or Paid
Off at December
31, 2022
Charged Off > 6
Months After
Extension
% Charged Off >
6 Months After
Extension
Charged Off <= 6
Months After
Extension
% Charged Off
<= 6 Months
After Extension
18,783
23,398
25,773
53,319
80,897
133,881
121,531
71,548
83,170
47,029
11,320
11,147
10,483
22,361
36,770
61,465
66,007
50,795
64,768
40,292
60.3%
47.6%
40.7%
41.9%
45.5%
45.9%
54.3%
71.0%
77.9%
85.7%
6,667
11,275
14,464
29,876
42,194
65,490
49,517
18,811
14,057
5,482
35.5%
48.2%
56.1%
56.0%
52.2%
48.9%
40.7%
26.3%
16.9%
11.7%
796
976
826
1,082
1,933
6,926
6,007
1,942
2,099
1,236
Avg Months
to Charge
Off Post
Extension
18
23
25
26
26
22
19
18
15
11
4.2%
4.2%
3.2%
2.0%
2.4%
5.2%
4.9%
2.7%
2.5%
2.5%
Period of
Extension
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
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, 2022 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.
11
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.
Additional information about our extensions is provided in the tables below:
Average number of extensions granted per month
4,689
3,918
6,931
Average number of outstanding accounts
162,264
157,076
172,129
Average monthly extensions as % of average outstandings
2.9%
2.5%
4.0%
For the Year Ended
December 31, 2022 December 31, 2021 December 31, 2020
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, 2022
December 31, 2021
December 31, 2020
Number of
Contracts
Amount
Number of
Contracts
Amount
(Dollars in thousands)
Number of
Contracts
Amount
28,565 $
13,730
9,837
7,938
5,425
3,269
68,764 $
479,114
180,547
108,986
76,220
45,519
21,806
912,192
24,337 $
15,861
11,755
9,272
6,531
4,536
72,292 $
335,864
200,705
136,970
95,182
59,651
35,803
864,175
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
Gross servicing portfolio
180,795 $
3,001,308
156,280 $
2,249,069
163,117 $
2,174,972
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.
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.
12
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 95 term securitizations of automobile contracts that we originated under our regular programs. As of December 31, 2022,
19 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
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Recent Asset-Backed Securitizations
Number of Term
Securitizations
Amount of Receivables
$ in thousands
778,000
923,000
795,000
1,214,997
870,000
883,452
1,014,124
741,867
1,145,002
1,537,383
4
4
3
4
4
4
4
3
4
4
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%. The remaining balance on the notes were paid in full on February 16, 2022.
On June 30, 2021, we completed a $50.0 million securitization of residual interests from previously issued securitizations. In this residual interest
financing transaction, qualified institutional buyers purchased $50.0 million of asset-backed notes secured by residual interests in three CPS securitizations
consecutively conducted from January 2018 through July 2018, and an 80% interest in a CPS affiliate that owns the residual interests in the eight CPS
securitizations conducted from December 2018 through September 2020. The sold notes (“2021-1 Notes”), issued by CPS Auto Securitization Trust 2021-
1, consist of a single class with a coupon of 7.86%. As of December 31, 2022, the notes had a principal balance of $50.0 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 $400 million, comprising two credit facilities. The first credit facility was established in May 2012. This facility was
most recently renewed in July 2022, extending the revolving period to July 2024, with an optional amortization period through July 2025. In addition, the
capacity was doubled from $100 million to $200 million at the July 2022 renewal.
In November 2015, we entered into another $100 million facility. This facility was most recently renewed in February 2022, extending the revolving
period to January 2024, followed by an amortization period to January 2026. In June 2022, we doubled the capacity for this facility from $100 million to
$200 million.
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, 2022, we were in compliance with all such covenants.
14
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.
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.
15
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.
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 792 employees as of December 31, 2022. Our employee population was 66% female, and 67% self-identified
as ethnically diverse (defined as all EEOC classifications other than white). Broken out by function, our human capital was allocated thus: 11 were senior
management personnel; 407 were servicing personnel; 182 were automobile contract origination personnel; 127 were sales personnel and program
development (78 of whom were sales representatives); 65 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 annual
meetings with senior management on or close to the employee’s anniversary date. On an aggregate basis, a new hire survey and department round table
meetings. The feedback from the meetings and 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.
Available Information
Our internet address is www.consumerportfolio.com. We make available free of charge on our internet web site our annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and
Exchange Commission.
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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.
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, and then on a regular quarterly schedule from January 2021 through January 2023. While our access to such funding has improved
since then, our results of operations, financial condition and cash flows have been from time to time in the past and may be in the future 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.
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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 2023; 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 eleven fiscal years ended December 31, 2022,
although not in every quarter within that period.
Our Results of Operations Will Depend on Our Ability to Secure and Maintain Adequate Credit and Warehouse Financing on Favorable Terms.
We depend on various financing sources, including credit facilities, our securitization program and other secured and unsecured debt issuances, to finance
our business operations. 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 $400 million, comprising two credit facilities, each with a maximum credit limit of $200 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”.
Our access to financing sources depends upon our financial position, general market conditions, availability of bank liquidity, the bank regulatory
environment, our compliance with covenants imposed under our financing agreements, the credit quality of the collateral we can pledge to support secured
financings, and other factors beyond our control. If we are unable to maintain warehouse or securitization 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
liquidity.
Our Substantial Indebtedness Could Adversely Affect Our Financial Health and Prevent Us From Fulfilling Our Obligations Under Our Existing
Indebtedness
We currently have and will continue to have a substantial amount of outstanding indebtedness. At December 31, 2022, we had approximately $2,469.0
million of debt outstanding. Such debt consisted primarily of $2,108.7 million of securitization trust debt, and also included $285.3 million of warehouse
lines of credit, $49.6 million of residual interest financing debt and $25.3 million in subordinated renewable notes. Our ability to make payments of
principal or interest on, or to refinance, our indebtedness will depend on our future operating performance, and our ability to enter into additional credit
facilities and securitization transactions as well as other debt financings, which, to a certain extent, are subject to economic, financial, competitive,
regulatory, capital markets and other factors beyond our control.
If we are unable to generate sufficient cash flows in the future to service our debt, we may be required to refinance all or a portion of our existing debt or
to obtain additional financing. There can be no assurance that any refinancing will be possible or that any additional financing could be obtained on
acceptable terms. The inability to service or refinance our existing debt or to obtain additional financing would have a material adverse effect on our
financial position, liquidity and results of operations.
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The degree to which we are leveraged creates risks, including:
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we may be unable to satisfy our obligations under our outstanding indebtedness;
we may find it more difficult to fund future credit enhancement requirements, operating costs, tax payments, capital expenditures or
general corporate expenditures;
we may have to dedicate a substantial portion of our cash resources to payments on our outstanding indebtedness, thereby reducing the
funds available for operations and future business opportunities; and
increasing our vulnerability to adverse general economic, industry and capital markets conditions.
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.
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, and then on a regular quarterly schedule from January 2021 through
January 2023. However, if the market conditions for asset-backed securitizations should reverse, we would 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:
· 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
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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 a reduction, if it should occur, could have material adverse effects on our
future results of operations, financial condition and cash flows.
Our Results of Operations May be Affected by Changing Economic Conditions
We are subject to changes in general economic conditions that are beyond our control. During periods of economic slowdown or recession, delinquencies,
defaults, repossessions and losses generally increase. These periods also may be accompanied by increased unemployment rates, inflation, decreased
demand for automobiles and declining values of automobiles securing outstanding receivables, which weakens collateral values and increases the amount
of a loss in the event of default. Additionally, higher gasoline prices, declining stock market values, unstable real estate values, increasing unemployment
levels, general availability of consumer credit, changes in vehicle ownership trends and other factors that impact consumer confidence or disposable
income could increase loss frequency and decrease demand for automobiles as well as weaken collateral values on certain types of automobiles. In
addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our revenue. No assurance can
be given that the underwriting criteria and collection methods we employ will afford adequate protection against these risks. Any sustained period of
increased delinquencies, defaults, repossessions or losses or increased servicing costs could adversely affect our financial position, liquidity, results of
operation and our ability to enter into future financing transactions.
We sell repossessed automobiles at wholesale auction markets located throughout the United States. Depressed wholesale prices for used automobiles
may result in, or increase, a loss upon our disposition of repossessed vehicles and we may be unable to collect the resulting deficiency balances. Depressed
wholesale prices for used automobiles may result from manufacturer incentives or discounts on new vehicles, financial difficulties of new vehicle
manufacturers, discontinuance of vehicle brands and models, increased used vehicle inventory resulting from significant liquidations of rental or fleet
inventories and increased trade-ins due to promotional programs offered by new vehicle manufacturers. Additionally, higher gasoline prices may decrease
the wholesale auction values of certain types of vehicles. Decreased auction proceeds resulting from the depressed prices at which used automobiles may
be sold during periods of economic slowdown or low retail demand could result in higher losses for us. Further, we are dependent on the efficient operation
of the wholesale auction markets. If the operations of the wholesale auction markets are disrupted, as they were during the recent COVID 19 pandemic, we
may be unable to sell our used vehicles at sufficient volume and/or pricing.
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The number of delinquencies, defaults, losses and repossessions on sub-prime automobile receivables has historically been significantly influenced by the
employment status of obligors on automobile loan contracts. Any general weakness in the economy may affect sub-prime obligors more strongly than the
population as a whole.
Furthermore, the global financial markets have at times experienced increased volatility due to uncertainty surrounding the level and sustainability of the
sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this
uncertainty relating to the sovereign debt of various countries will not lead to further disruption of the financial and credit markets in the United States,
which could adversely affect our financial position, liquidity, results of operation and our ability to enter into future financing transactions.
A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing
prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors on the receivables), lack of available credit,
the rate of inflation (such as the recent increase in inflation) and consumer perceptions of the economy, as well as other factors, such as terrorist events,
civil unrest, cyber-attacks, public health emergencies, extreme weather conditions or significant changes in the geopolitical environment (such as the
ongoing military conflict between Ukraine and Russia) and/or public policy, including increased state, local or federal taxation, could adversely affect the
ability and willingness of obligors to meet their payment obligations under the receivables we originate. Our operating results could be adversely affected if
obligors are unable to make timely payments on their receivables or if we elect to, or are required to, implement forbearance programs in connection with
obligors suffering a hardship (including hardships related to the COVID-19 pandemic and general economic conditions).
The above described negative economic factors, as well as others, have also historically resulted in decreased consumer demand for motor vehicles,
which may result in an increase in the inventory of used motor vehicles and depress the price at which repossessed motor vehicles may be sold or delay the
timing of those sales. If the default rate on our receivables increases and the price at which the vehicles may be sold at auction declines, our financial
position, liquidity, results of operation and our ability to enter into future financing transactions may be adversely affected.
If Interest Rates Rise, Our Results of Operations May Be Impaired.
Our principal means of financing our portfolio of automobile contracts is to issue asset-backed notes in securitizations. The interest payable on such notes
is our largest expense. Although such expense is fixed with respect to issued securitization trust debt, the terms of future securitizations may vary.
The credit spread between the interest rates payable on our securitization trust debt and the rates payable on risk-free investments has varied. The Federal
Reserve increased interest rates multiple times in 2022, once in early 2023, and is expected to continue to raise rates further in 2023. If interest rates on
risk-free debt continue to increase, or if our spread above risk-free rates should increase, or both, we would expect increased interest expense, If interest
rates in general should rise, our expenses would likewise rise, to have a material adverse effect on our financial position, liquidity, results of operation and
our ability to enter into future financing transactions.
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.
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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, 2022 and 2021, 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.
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.
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If We Lose Key Personnel, Our Results of Operations May Be Impaired.
Our senior management team averages over 20 years of service with us. 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.
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
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. A host of state and local governmental agencies have jurisdiction over
material portions of our business, and might take action adverse to us. No assurance can be given as to whether any of such 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.
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Changes in Law and Regulations May Have an Adverse Effect on Our Business.
Existing law, regulations and interpretations may change in ways that increase our costs of compliance.
In addition to direct costs, such compliance requires changes in forms, processes, procedures, controls and in 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. For
example, as governments, investors and other stakeholders face pressures to accelerate actions to address climate change and other environmental,
governance and social topics, governments may implement regulations or investors and other stakeholders may adopt new investment policies or otherwise
impose new expectations that cause significant shifts in disclosure, commerce and consumption behaviors, any or all of which may have negative effects on
our business and/or reputation.
Risk Retention Rules May Limit Our Liquidity and Increase Our Capital Requirements.
Securitizations of automobile receivables executed after December 2016 have been and will be 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. Because the rules place an
upper limit on the degree to which we may use financial leverage, 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.
24
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.
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.
25
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:
paying dividends or other distributions to our shareholders or redeeming, repurchasing or retiring our capital stock or subordinated obligations;
incurring or guaranteeing additional indebtedness;
·
· making capital expenditures in excess of agreed upon amounts;
·
· 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.
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.
26
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.
Risks Related to General Factors
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, 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.
The Coronavirus Outbreak Could Have Adverse Effects
The COVID-19 virus has spread (“the pandemic”) throughout the world. The pandemic has had adverse effects on the economy of the United States
(notably a significant decrease in employment) and the global economy in general. The long-term effects of the social, economic and financial disruptions
caused by the pandemic are unknown. The extent to which obligors on our automobile contracts may be adversely affected by the pandemic (including a
resurgence due to variants of COVID-19), 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.
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.
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, 2022, our directors
and executive officers collectively owned 6.3 million shares of our common stock, or approximately 31%.
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 $1.8 million through 2023.
Our operating headquarters are located in Irvine, California, where we currently lease approximately 69,000 square feet of general office space from an
unaffiliated lessor. The annual base rent is approximately $2.5 million through 2024.
The remaining three regional servicing centers occupy a total of approximately 59,000 square feet of leased space in Chesapeake, Virginia; Maitland,
Florida; and Oak Brook, Illinois. The termination dates of such leases range from 2023 to 2029. 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.
Following our filing of a complaint for a deficiency judgment in the Superior Court at Waterbury, Connecticut, the defendant filed a cross-claim alleging
that our deficiency notices were not compliant with Connecticut law, and seeking relief on behalf of a class of Connecticut obligors whose vehicles we had
repossessed. The defendant’s contract provided for resolution of disputes exclusively by arbitration, and exclusively on an individual basis, not a class
basis. Nevertheless, in August 2021, the court denied our motion to compel arbitration, without opinion. In April 2022, a motion for certification of a class
was filed but has not been ruled upon. It is reasonable to expect that resolution of these claims will be on a class basis.
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.
Massachusetts Civil Investigative Demand. In September 2021, we received a civil investigative demand from the Office of the Attorney General of the
Commonwealth of Massachusetts relating to the Company’s communications with and repossession notices sent to Massachusetts customers. We are
cooperating with the inquiry.
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, 2022, our best estimate of probable incurred losses for legal contingencies, including the matters identified above. 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, 2022 is $4.9 million, 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, 2022 does not exceed $11.2 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.
Item 4. Mine Safety Disclosures
Not applicable.
30
Executive Officers of the Registrant
Charles E. Bradley, Jr., 63, has been our Chief Executive Officer since January 1992, a director since our formation in March 1991, and was elected
Chairman of the Board of Directors in July 2001. Prior to that he was our President from March 1991 to December 2022. 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.
Michael T. Lavin, 50, has been President since December 2022, Chief Operating Officer since February 2019, and our Chief Legal Officer since March
2014. Prior to that, he was our Executive Vice President since March 2014, 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 an associate at a large law firm and a spin off start up law firm.
Danny Bharwani, 55, has been Chief Financial Officer since September 2022 and Executive Vice President – Finance since December 2022. Previously,
he was our Senior Vice President – Finance from April 2016 to December 2022 and Vice President – Finance from June 2002 to April 2016. 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.
Christopher Terry, 55, has been Executive Vice President of Risk Management, Systems, and IT since December 2022. Prior to that he was our Senior
Vice President of Risk Management, Systems, and IT from October 2018 to December 2022, and Senior Vice President of Risk Management from May
2017 to October 2018. 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, 60, has been Executive Vice President of Sales and Originations since December 2022. Prior to that she was Senior Vice President of
Sales and Originations from June 2020 to December 2022 and 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, 56, has been Executive Vice President of Servicing since December 2022. Prior to that, she was our Senior Vice President of Servicing
from August 2013 to December 2022 and Senior Vice President of Asset Recovery from April 2013 to August 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, 58, has been Senior Vice President – Business Development since June 2020. Prior to that he was Senior Vice President – Program
Development from March 2019 to June 2020, Senior Vice President – Marketing from March 2014 to March 2019, and Vice President – Marketing from
April 2010 to March 2014. 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.
Catrina Ralston, 47, has been Senior Vice President of Human Resources since December 2022. Prior to that, she was Vice President - Human Resources
since March 2016. She joined the Company in 1997 as an Operations Clerk and transferred into the Human Resources Department in 2001 where she held
a series of successively more responsible positions. Prior to joining CPS, Ms. Ralston worked as a customer service representative for the City of Virginia
Beach Parks & Recreation Department.
Steve Schween, 60, has been Senior Vice President of Systems since December 2022. Previously, he was Vice President of Systems since February 2014.
He joined in the Company in 2000 as a Systems Analyst and took on more responsibility over time. Mr. Schween was previously a Systems Analyst with
Jeunique International.
31
PART II
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.” As of January 1, 2023, there were 28 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, 2022:
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
2,661,330
–
2,661,330
5.21
–
5.21
11,167,329 $
–
11,167,329 $
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 2022
November 2022
December 2022
Total
315,800 $
178,611
135,552
629,963 $
6.46
7.85
8.25
7.24
315,800 $
178,611
135,552
629,963
10,863,384
9,460,731
8,342,529
(1) Each monthly period is the calendar month.
(2) Our board of directors authorized the purchase of $5.0 million, $10 million and $20 million of our outstanding securities in January, March and July
2022, respectively. Through December 31, 2022, our board of directors had authorized the purchase of up to $123.2 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, 2022, we have purchased $109.9 million
of our common stock representing 22,903,866 shares.
32
Item 6. [Reserved]
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, 2022, we have originated a total of approximately
$20.0 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, 2022 are shown
in the table below. Managed portfolio comprises both contracts we owned and those we were servicing for third parties.
Contract Purchases and Outstanding Managed Portfolio
$
Year
2018
2019
2020
2021
2022
$ in thousands
Contracts Purchased
in Period
Managed Portfolio
at Period End
902,416 $
1,002,782
742,584
1,146,321
1,854,385
2,380,847
2,416,042
2,174,972
2,249,069
3,001,308
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.
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.
33
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, 2022, most of our staff were working without a significant impact from the
pandemic.
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 95 term securitizations of automobile contracts that we originated under our regular programs. As of December 31, 2022,
19 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 recent history of term securitizations is summarized in the table below:
Recent Asset-Backed Term Securitizations
Period
2016
2017
2018
2019
2020
2021
2022
$ in thousands
$
Number of Term
Securitizations
4
4
4
4
3
4
4
Amount of
Receivables
1,214,997
870,000
883,452
1,014,124
741,867
1,145,002
1,537,383
34
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 $400 million, comprising two credit facilities. The first credit facility was established in May 2012. This facility was
most recently renewed in July 2022, extending the revolving period to July 2024, with an optional amortization period through July 2025. In addition, the
capacity was doubled from $100 million to $200 million at the July 2022 renewal.
In November 2015, we entered into another $100 million facility. This facility was most recently renewed in February 2022, extending the revolving
period to January 2024, followed by an amortization period to January 2026. In June 2022, we doubled the capacity for this facility from $100 million to
$200 million.
We previously had a third facility. This $100 million 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 February 2021 and elected not to renew it.
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 Estimates
We believe that our accounting policies related to (a) Finance Receivables at Fair Value, (b) Allowance for Finance Credit Losses, (c) Term
Securitizations, (d) Accrual for Contingent Liabilities and (e) Income Taxes are the most critical to understanding and evaluating our reported financial
results. Such policies are described below.
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 re-evaluation were to yield a value materially different
from the recorded value, an adjustment would be required. Results for the year ended December 31, 2022 included a $15.3 million mark to the carrying
value of the portion of the receivables portfolio accounted for at fair value. The mark-up was the result of lower than expected losses during the period as
our previous estimates for higher losses due to the pandemic had not materialized.
In the fourth quarter of 2022, our re-evaluation of the fair values of these receivables resulted in a positive mark for certain older receivables and a
negative mark to the fair values of newer receivables that largely offset each other. As a result, on a net basis, no mark was taken in the fourth quarter of
2022.
35
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 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.
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.
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.
36
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.
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.
37
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, 2022, 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, 2022,
and in excess of the liability we have recorded, does not exceed $11.2 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.
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 95 term securitizations of approximately $17.7 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 and four securitizations in each of 2021 and 2022.
38
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, 2022 we were in compliance with all such financial covenants.
Results of Operations
Comparison of Operating Results for the year ended December 31, 2022 with the year ended December 31, 2021
Revenues. During the year ended December 31, 2022, our revenues were $329.7 million, an increase of $61.9 million, or 23.1%, from the prior year
revenues of $267.8 million. The primary reason for the increase in revenues is the increase in interest income resulting from the increase in the average
outstanding balance of finance receivables measured at fair value. In addition, mark ups to the finance receivables measured at fair value also contributed to
the increase in revenues during the year. Revenues for the year ended December 31, 2022 include a $15.3 million mark up to the recorded value of the
finance receivables measured at fair value. The marks are estimates based on our evaluation of the appropriate fair value and future earnings rate of existing
receivables compared to recently acquired receivables and increases or decreases in our estimates of future net losses.
Results for the nine-month period ended September 30, 2022 included the $15.3 million mark to the carrying value of the portion of the receivables
portfolio accounted for at fair value. The mark-up was the result of lower than expected losses during the period as our previous estimates for higher losses
due to the pandemic had not materialized. In the fourth quarter of 2022, our re-evaluation of the fair values of these receivables resulted in a positive mark
for certain older receivables and a negative mark to the fair values of newer receivables that largely offset each other. As a result, on a net basis, no mark
was taken in the fourth quarter of 2022. Revenues for the prior year period include a $4.4 million mark down to the fair value portfolio.
Revenues for the year ended December 31, 2021 include a $4.4 million mark down to the fair value portfolio.
Interest income for the year ended December 31, 2022 increased $39.0 million, or 14.6%, to $305.2 million from $266.2 million in the prior year. The
primary reason for the increase in interest income is the 32.5% increase in the average balance of finance receivables measured at fair value over the prior
year period. The table below shows the outstanding and average balances of our portfolio held by consolidated subsidiaries for the years ended December
31, 2022 and 2021:
2022
Interest
Year Ended December 31,
(Dollars in thousands)
Interest
Yield
Average
Balance
2021
Interest
Interest
Yield
Average
Balance
Interest Earning Assets
Finance receivables
$
Finance receivables measured at fair value
$
Total
150,919 $
2,388,191
2,539,110 $
36,616
268,621
305,237
24.3% $
11.2%
12.0% $
345,021 $
1,802,590
2,147,611 $
69,805
196,461
266,266
20.2%
10.9%
12.4%
Other income was $9.2 million for the year ended December 31, 2022 compared to $6.0 million for the year ended December 31, 2021. This 54.1%
increase was primarily driven by the increase in origination and servicing fees we earned from third party receivables that we began originating in May
2021. These fees were $6.8 million for the year ended December 31, 2022 and $1.3 million in the prior year period.
39
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 $213.5 million for the year ended December 31, 2021, compared to $202.1 million for the prior year, an increase of $11.5
million, or 5.7%. The increase is primarily due to increases in interest expense, sales expense, employee costs and general and administrative expenses.
Reductions in provisions for credit losses offset some of the increase in operating expenses.
Employee costs increased by $3.7 million or 4.7%, to $84.3 million during the year ended December 31, 2022, representing 39.5% of total operating
expenses. Employee costs were $80.5 million in the prior year, or 39.9% 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, 2022 and 2021:
Contracts purchased (dollars)
Contracts purchased (units)
Managed portfolio outstanding (dollars)
Managed portfolio outstanding (units)
Number of Originations staff
Number of Sales staff
Number of Servicing staff
Number of other staff
Total number of employees
December 31, 2022 December 31, 2021
Amount
Amount
$
$
($ in millions)
1,854.4 $
81,935
2,795.4 $
180,795
182
107
407
88
784
1,146.3
54,317
2,249.1
156,280
170
105
388
76
739
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 $37.6 million, an increase of $3.0 million, or 8.7%, compared
to the previous year and represented 17.6% of total operating expenses.
40
Interest expense for the year ended December 31, 2022 increased by $12.3 million to $87.5 million, or 16.3%, compared to $75.2 million in the previous
year. Interest expense represented 41.0% of total operating expenses in 2022. The primary reason for the increase in interest expense is the increase in
interest expense on our warehouse lines of credit and securitization trust debt.
Interest on securitization trust debt increased by $6.2 million, or 9.7%, for the year ended December 31, 2022 compared to the prior year. The average
balance of securitization trust debt increased 11.0% to $2,020.0 million for the year ended December 31, 2022 compared to $1,819.9 million for the year
ended December 31, 2021. The blended interest rates on new term securitizations have increased in 2022 after decreasing in 2021. 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 2019
April 2019
July 2019
October 2019
January 2020
June 2020
September 2020
January 2021
April 2021
July 2021
October 2021
January 2022
April 2022
July 2022
October 2022
Blended Cost of Funds
4.22%
3.95%
3.36%
2.95%
3.08%
4.09%
2.39%
1.11%
1.65%
1.55%
2.09%
2.54%
4.83%
6.02%
8.48%
The annualized average rate on our securitization trust debt was 3.5% for the years ended December 31, 2022 and 2021. 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 was $10.3 million for the year ended December 31, 2022 compared to $4.4 million in the prior year. Lower
rates were offset by higher utilization of our credit lines during the year compared to last year. The average balance of our warehouse debt was $130.1
million during 2022 compared to $51.3 million in 2021.
Interest expense on residual interest financing was $4.2 million in the year ended December 31, 2022 compared to $3.8 million in the prior year as the
average balance has increased.
Interest expense on our subordinated renewable notes decreased by $297,000, or 11.3%, for the year ended December 31, 2022 compared to the prior
year. The average balance of the notes increased from $25.3 million in the prior year to $26.8 million for the year ended December 31, 2022. The average
interest rate on our subordinated notes decreased to 8.7% for the year ended December 31, 2022 from 10.5% for the year ended December 31, 2021.
41
The following table presents the components of interest income and interest expense and a net interest yield analysis for the years ended December 31,
2022 and 2021:
Year Ended December 31,
2022
2021
(Dollars in thousands)
Average
Balance (1)
Interest
Annualized
Average
Yield/Rate
Average
Balance (1)
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
$
$
$
150,919 $
2,388,191
2,539,110
36,616
268,621
305,237
24.3% $
11.2%
12.0%
345,021 $
1,802,590
2,147,611
69,805
196,461
266,266
130,122
50,488
2,020,036
26,806
2,227,452
10,311
4,243
70,626
2,344
87,524
7.9% $
8.4%
3.5%
8.7%
3.9% $
51,313
42,692
1,819,914
25,270
1,939,189
4,448
3,763
64,387
2,641
75,239
Net interest income/spread
$
217,713
$
191,027
Net interest margin (3)
Ratio of average interest earning assets to average
interest bearing liabilities
8.6%
114%
111%
20.2%
10.9%
12.4%
8.7%
8.8%
3.5%
10.5%
3.9%
8.9%
(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.
Total
Change
Year Ended December 31, 2022
Compared to December 31, 2021
Change Due to
Volume
(In thousands)
Change Due
to Rate
Finance receivables gross
Finance receivables at fair value
Interest Earning Assets
$
Interest Bearing Liabilities
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
(33,189) $
72,160
38,971
5,863
480
6,239
(297)
12,285
(39,271) $
63,824
24,553
6,831
687
7,080
161
14,759
Net interest income/spread
$
26,686 $
9,794 $
6,082
8,336
14,418
(968)
(207)
(841)
(458)
(2,474)
16,892
42
The annualized yield on our finance receivables was 12.0% for 2022 compared to 12.4% in 2021. 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 fair value
receivables was $2,388.2 million for the year ended December 31, 2022 compared to $1,802.6 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.
For the year ended December 31, 2022, we recorded a reduction to provision for credit losses on finance receivables in the amount of $28.1 million
compared to $14.6 million in 2021. The reserve decreases were primarily due to improved credit performance for these receivables. 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. Sales expense increased by
$6.2 million to $23.0 million during the year ended December 31, 2022 and represented 10.8% of total operating expenses. We purchased $1,854.4 million
of new contracts during the year ended December 31, 2022 compared to $1,146.3 million in the prior year period.
Occupancy expenses decreased by $180,000 or 2.3%, to $7.5 million compared to $7.7 million in the previous year and represented 3.5% of total
operating expenses.
Depreciation and amortization expenses decreased by $57,000 or 3.4%, to $1.6 million compared to $1.7 million in the previous year and represented
0.8% of total operating expenses.
For the year ended December 31, 2022, we recorded income tax expense of $30.2 million, representing a 26% effective tax rate. In the prior period, our
income tax expense was $18.2 million, representing a 28% effective tax rate.
Comparison of Operating Results for the year ended December 31, 2021 with the year ended December 31, 2020
Revenues. During the year ended December 31, 2021, our revenues were $267.8 million, a decrease of $3.4 million, or 1.2%, from the prior year revenues
of $271.2 million. The primary reason for the decrease in revenues is a decrease in interest income. Interest income for the year ended December 31, 2021
decreased $28.7 million, or 9.7%, to $266.3 million from $295.0 million in the prior year. The primary reason for the decrease in interest income is the
continued runoff of our legacy portfolio of finance receivables originated prior to January 2018, which accrued interest at an average of 20.2%, 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, 2021 and
2020:
2021
Interest
Year Ended December 31,
(Dollars in thousands)
Interest
Yield
Average
Balance
2020
Interest
Interest
Yield
Average
Balance
Interest Earning Assets
Finance receivables
Finance receivables measured at fair value
Total
$
$
345,021 $
1,802,590
2,147,611 $
69,805
196,461
266,266
20.2% $
10.9%
12.4% $
684,259 $
1,631,491
2,315,750 $
126,716
168,266
294,982
18.5%
10.3%
12.7%
43
Revenues for the year ended December 31, 2021 and 2020 are net of mark downs of $4.4 million and $29.5 million, respectively, 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 was $6.0 million for the year ended December 31, 2021 compared to $5.7 million for the year ended December 31, 2020.
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 $202.1 million for the year ended December 31, 2021, compared to $251.0 million for the prior year, a decrease of $49.0
million, or 19.5%. The decrease is primarily due to a decreases in interest expense and provisions for credit losses.
Employee costs increased by $336,000 or 0.4%, to $80.5 million during the year ended December 31, 2021, representing 39.9% of total operating
expenses, from $80.2 million for the prior year, or 31.9% of total operating expenses. Employee costs for 2021 include approximately $8.0 million for the
establishment of a bonus pool for a segment of employees we classify as Managers.
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, 2021 and 2020:
December 31,
2021
Amount
December 31,
2020
Amount
$
$
($ in millions)
1,146.3 $
54,317
2,249.1 $
156,280
170
105
388
76
739
742.6
39,887
2,175.0
163,177
157
96
460
74
787
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
44
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 $34.6 million, an increase of $2.6 million, or 8.2%, compared
to the previous year and represented 17.1% of total operating expenses.
Interest expense for the year ended December 31, 2021 decreased by $26.1 million to $75.2 million, or 25.8%, compared to $101.3 million in the
previous year. Interest expense represented 37.2% of total operating expenses in 2021. The primary reason for the decrease in interest expense is the
decrease in securitization trust debt interest.
Interest on securitization trust debt decreased by $23.6 million, or 26.9%, for the year ended December 31, 2021 compared to the prior year. The average
balance of securitization trust debt decreased 9.8% to $1,819.9 million for the year ended December 31, 2021 compared to $2,017.2 million for the year
ended December 31, 2020. The blended interest rates on new term securitizations have generally decreased since 2019 and have stayed relatively low in
2021 despite trending upward throughout the year. 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 2018
April 2018
July 2018
October 2018
January 2019
April 2019
July 2019
October 2019
January 2020
June 2020
September 2020
January 2021
April 2021
July 2021
October 2021
Blended Cost of Funds
3.46%
3.98%
4.18%
4.25%
4.22%
3.95%
3.36%
2.95%
3.08%
4.09%
2.39%
1.11%
1.65%
1.55%
2.09%
The annualized average rate on our securitization trust debt was 3.5% for the year ended December 31, 2021 compared with 4.4% for 2020. 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 $3.2 million, or 42.1% for the year ended December 31, 2021 compared to the prior year. The
decrease was primarily due to the lower utilization of our credit lines during the year. The average balance of our warehouse debt was $51.3 million during
2021 compared to $92.5 million in 2020.
Interest expense on residual interest financing was $3.8 million in the year ended December 31, 2021 compared to $3.5 million in the prior year as the
average balance has increased.
45
Interest expense on our subordinated renewable notes increased by $466,000, or 21.4%, for the year ended December 31, 2021 compared to the prior
year. The average balance of the notes increased from $19.3 million in the prior year to $25.3 million for the year ended December 31, 2021. The average
interest rate on our subordinated notes decreased to 10.5% for the year ended December 31, 2021 from 11.2% for the year ended December 31, 2020.
The following table presents the components of interest income and interest expense and a net interest yield analysis for the years ended December 31,
2021 and 2020:
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
Year Ended December 31,
2021
2020
Average
Balance (1)
Interest
(Dollars in thousands)
Annualized
Average Average
Yield/Rate Balance (1)
Annualized
Average
Yield/Rate
Interest
$
345,021 $
1,802,590
2,147,611
69,805
196,461
266,266
20.2% $
684,259 $
10.9% 1,631,491
12.4% 2,315,750
126,716
168,266
294,982
18.5%
10.3%
12.7%
$
51,313
42,692
1,819,914
25,270
$ 1,939,189
4,448
3,763
64,387
2,641
75,239
92,481
8.7% $
8.8%
34,906
3.5% 2,017,152
19,340
10.5%
3.9% $ 2,163,879
7,678
3,454
88,031
2,175
101,338
8.3%
9.9%
4.4%
11.2%
4.7%
8.4%
Net interest income/spread
$
191,027
$
193,644
Net interest margin (3)
Ratio of average interest earning assets to average interest
bearing liabilities
8.9%
111%
107%
(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.
Total
Change
Year Ended December 31, 202
Compared to December 31, 2020
Change Due to
Volume
(In thousands)
Change Due
to Rate
Finance receivables gross
Finance receivables at fair value
Interest Earning Assets
$
Interest Bearing Liabilities
Warehouse lines of credit
Residual interest financing
Securitization trust debt
Subordinated renewable notes
(56,911) $
28,195
(28,716)
(3,230)
309
(23,644)
466
(26,099)
(62,823) $
17,647
(45,176)
(3,418)
770
(8,608)
667
(10,589)
Net interest income/spread
$
(2,617) $
(34,587) $
5,912
10,548
16,460
188
(461)
(15,036)
(201)
(15,510)
31,970
46
The reduction in the annualized yield on our finance receivables for the year ended December 31, 2021 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 $1,802.6 million for the
twelve months ended December 31, 2021 compared to $1,631.5 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.
For the year ended December 31, 2021, we recorded a reduction to provision for credit losses on finance receivables in the amount of $14.6 million. The
reserve decrease was primarily due to a decrease in lifetime expected credit losses resulting from improved credit performance. In the prior year period, we
recorded an increase to provision for credit losses for $14.1 million. That provision represented our estimate in 2020 of additional forecasted losses that
might be incurred as a result of the pandemic on our portfolio of finance receivables. Such losses were not considered in our initial estimate of remaining
lifetime losses that we recorded upon our adoption of CECL in January 2020.
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 increased by $2.7 million to $16.9 million during the year ended December 31, 2021 and
represented 8.4% of total operating expenses. We purchased $1,146.3 million of new contracts during the year ended December 31, 2021 compared to
$742.6 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. Since then, our contract purchase volumes have gradually increased to pre-pandemic levels.
Occupancy expenses increased by $294,000 or 4.0%, to $7.7 million compared to $7.4 million in the previous year and represented 3.8% of total
operating expenses.
Depreciation and amortization expenses decreased by $109,000 or 6.1%, to $1.7 million compared to $1.8 million in the previous year and represented
0.8% of total operating expenses.
Income tax expense was $18.2 million in 2021 compared to an income tax benefit of $1.6 million for 2020. 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 $680,000 and $8.8 million for 2021 and 2020, respectively. Excluding the tax benefit,
income tax expense for 2021 would have been $18.9 million, representing an effective income tax rate of 29%. For 2020, income tax expense would have
been $7.2 million for an effective tax rate of 36%.
47
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, 2022, 2021 and 2020 was $215.9 million, $198.2 million and $238.8 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 used in investing activities for the year ended December 31, 2022 and 2021 was $713.9 million and $115.4 million, respectively. This compares
to net cash provided by investing activities of $93.0 million for the year ended December 31, 2020. Cash used in investing activities generally relates to
purchases of automobile contracts. Purchases of finance receivables were $1,673.2 million (includes acquisition fees paid), $1,107.5 million and $739.7
million in 2022, 2021 and 2020, respectively. Cash provided by investing activities primarily results from principal payments and other proceeds received
on finance receivables.
Net cash provided by financing activities were $484.2 million in 2022. Net cash used in financing activities for the year ended December 31, 2021 and
2020 was $50.4 million and $328.5 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 $1,411.0 million in new securitization trust debt in 2022 compared to $1,110.7 million in 2021 and $714.5 million in 2020. Repayments of
securitization debt were $1,060.1 million, $1,153.1 million and $1,010.0 million in 2022, 2021 and 2020, 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.
48
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, 2022, we had
unrestricted cash of $13.5 million and $114.7 million aggregate available borrowings under our two warehouse credit facilities (assuming the availability of
sufficient eligible collateral). As of December 31, 2022, we had approximately $22.1 million of such eligible collateral. During 2022, we completed four
securitizations aggregating $1,411.0 million of notes sold. In January 2023, we completed another securitization with $324.8 million of notes sold. Cash
proceeds from this securitization were used to pay down the outstanding balance on our two warehouse credit facilities thus increasing the amounts
available for borrowing under these facilities. 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, 2022, we were in compliance with all such financial covenants.
We currently have and will continue to have a substantial amount of indebtedness. At December 31, 2022, we had approximately $2,469.0 million of debt
outstanding. Such debt consisted primarily of $2,108.7 million of securitization trust debt, and also included $285.3 million of warehouse lines of credit,
$49.6 million of residual interest financing debt and $25.3 million in subordinated renewable notes.
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, 2022 (dollars in thousands):
Total
Less than
1 Year
Payment Due by Period (1)
2 to 3
Years
4 to 5
Years
More than
5 Years
Long Term Debt (2)
Operating and Finance Leases
$
$
25,263 $
8,558 $
13,800 $
4,524 $
5,944 $
2,373 $
4,101 $
1,009 $
1,418
652
(1) Securitization trust debt, in the aggregate amount of $2,108.7 million as of December 31, 2022, 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 $804.4 million in 2023, $578.9 million in 2024, $339.1 million in 2025, $202.3 million in 2026,
$128.1 million in 2027, $55.3 million in 2028, and $0.6 million in 2029.
(2) Long-term debt represents subordinated renewable notes.
49
We anticipate repaying debt due in 2023 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 Class A loans under the facility
generally accrue interest during the revolving period at a per annum rate equal to one-month SOFR plus 3.00% per annum, with a minimum rate of 3.75%
per annum and during the amortization period at a per annum rate equal to one-month SOFR plus 4.00% per annum, with a minimum rate of 4.75% per
annum. The Class B loans under the facility generally accrue interest during the revolving period at a per annum rate equal to 8.50% per annum and during
the amortization period at a per annum rate equal to 9.50% per annum. In July 2022, we renewed our two-year revolving credit agreement with Citibank,
N.A., and doubled the capacity from $100 million to $200 million. This facility was amended to extend the revolving period to July 2024 and to include an
amortization period through July 2025 for any receivables pledged to the facility at the end of the revolving period. At December 31, 2022 there was
$150.3 million outstanding under this facility.
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 88.00% of
eligible finance receivables. The loans under the facility accrue interest at a commercial paper rate plus 4.15% per annum, with a minimum rate of 5.15%
per annum. On February 2, 2022, we renewed our two-year revolving credit agreement with Ares Agent Services, L.P. In June 2022, we increased the
capacity of our credit agreement with Ares Agent Services, L.P. from $100 million to $200 million. This facility was amended to extend the revolving
period to January 2024 followed by an amortization period through January 2028 for any receivables pledged to the facility at the end of the revolving
period. At December 31, 2022 there was $137.6 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.
50
Capitalization
Over the period from January 1, 2020 through December 31, 2022 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
2022
Year Ended December 31,
2021
(Dollars in thousands)
2020
53,682 $
–
(4,311)
–
252
49,623 $
25,426 $
50,000
(21,265)
(755)
276
53,682 $
39,478
–
(14,424)
–
372
25,426
1,759,972 $
1,411,018
(1,060,052)
(8,681)
6,487
2,108,744 $
1,803,673 $
1,110,747
(1,153,114)
(7,058)
5,724
1,759,972 $
2,097,728
714,543
(1,009,988)
(4,862)
6,252
1,803,673
26,459 $
4,004
(5,200)
25,263 $
21,323 $
12,298
(7,162)
26,459 $
17,534
6,750
(2,961)
21,323
$
$
$
$
$
$
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%. The notes were paid off in February 2022.
On June 30, 2021, we completed a $50 million securitization of residual interests from other previously issued securitizations. In this residual interest
financing transaction, qualified institutional buyers purchased $50.0 million of asset-backed notes secured by residual interests in eleven CPS
securitizations consecutively issued from January 2018 and September 2020. The sold notes (“2021-1 Notes”), issued by CPS Auto Securitization Trust
2021-1, consist of a single class with a coupon of 7.86%. At December 31, 2022 there was $50.0 million outstanding under this facility.
51
The agreed valuation of the collateral for the 2021-1 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. On each monthly payment date, the 2021-1 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 45 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
$2,108.7 million of securitization trust debt outstanding at December 31, 2022.
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, 2022 there were $25.3 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, 2022, 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 ability 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.
52
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 usually 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 may 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.
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, 2022 (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.
53
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, 2022, 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, 2022. 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, 2022, our internal control over financial reporting is effective based on
those criteria.
Our internal control over financial reporting as of December 31, 2022, has been audited by Crowe LLP, an independent registered public accounting firm,
as stated in their report which is included herein.
Item 9B. Other Information
Not Applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not Applicable.
54
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 2023 (the "2023 Proxy Statement"). The 2023 Proxy Statement will be filed not later than May 1, 2023. 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 2023 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated by reference to the 2023 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference to the 2023 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Incorporated by reference to the 2023 Proxy Statement.
55
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
3.1
3.1.1
3.2
4.
4.1
4.2
4.3
4.4
10.2
10.2.1
10.14
Description (“**” indicates compensatory plan or agreement.)
Restated Articles of Incorporation (Exhibit 3.1 to Form 10-K filed March 31, 2009)
Certificate of Designation re Series B Preferred (Exhibit 3.1.1 to Form 8-K filed by the registrant on December 30, 2010)
Amended and Restated Bylaws (Exhibit 3.2 to Form 8-K filed December 3, 2021)
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.
Form of Indenture re Renewable Unsecured Subordinated Notes (“RUS Notes”). (Exhibit 4.1 to Form S-1, no. 333-168976)
Form of RUS Notes (Exhibit 4.2 to Form S-1, no. 333-168976)
Supplement No. 1 dated December 7, 2010 to Indenture re RUS Notes (Exhibit 4.3 to Form S-1/A, no. 333-168976)
Supplement No. 2 dated January 22, 2014 to Indenture re RUS Notes (Exhibit 4.4 to Form S-1, no. 333-190766)
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)**
10.14.1
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)**
10.14.2
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)**
10.14.3
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)**
14
21
23.1
31.1
31.2
32
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
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 (filed herewith)
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)
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Item 16. Form 10-K Summary
None.
56
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 15, 2023
CONSUMER PORTFOLIO SERVICES, INC. (registrant)
By:
/s/ CHARLES E. BRADLEY, JR.
Charles E. Bradley, Jr., Director and Chief Executive Officer
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 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
March 15, 2023
/s/ CHARLES E. BRADLEY, JR.
Charles E. Bradley, Jr., Director
and Chief Executive Officer
(Principal Executive Officer)
/s/ STEPHEN H. DECKOFF
Stephen H. Deckoff, Director
/s/ LOUIS M. GRASSO
Louis M. Grasso, Director
/s/ WILLIAM W. GROUNDS
William W. Grounds, Director
/s/ BRIAN J. RAYHILL
Brian J. Rayhill, Director
/s/ WILLIAM B. ROBERTS
William B. Roberts, Director
/s/ JAMES E. WALKER
James E. Walker, Director
/s/ GREGORY S. WASHER
Gregory S. Washer, Director
/s/ DANIEL S. WOOD
Daniel S. Wood, Director
/s/ DENESH BHARWANI
Denesh Bharwani, Executive Vice President and Chief Financial Officer
(Principal Accounting Officer)
57
INDEX TO FINANCIAL STATEMENTS
Report of Crowe LLP, Independent Registered Public Accounting Firm (PCAOB ID: 173)
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
F-1
Page
Reference
F-2
F-5
F-6
F-7
F-8
F-9
F-10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and the Board of Directors of
Consumer Portfolio Services, Inc. and Subsidiaries
Las Vegas, Nevada
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Consumer Portfolio Services, Inc. and Subsidiaries (the "Company") as of December 31,
2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the
three-year period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements")2. We also have audited the
Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31,
2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over
Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control
over financial reporting 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 audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control
over financial reporting was maintained in all material respects.
Our audits of the financial statements 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. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-2
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
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.
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 $2.4 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 an outside valuation expert, the
Company used a level 3 fair value methodology for the fair value of finance receivables. The significant assumptions used by the Company to calculate the
fair value of these financial receivables include the magnitude and timing of net charge-offs and the rate of amortization of the portfolio of finance
receivables. These significant assumptions were based on the factors that market participants use in pricing similar receivables and are based on the best
information available in the circumstances.
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 assumptions
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.
F-3
Testing the design and operating effectiveness of controls over the application of the assumptions used to support the estimate of loans at fair value
included addressing:
·
·
·
The completeness and accuracy of data
Third-party model review
Review of management’s judgments and significant assumptions over inputs
Substantively testing management's process, including evaluating management’s judgments and assumptions, for developing the estimate of loans at fair
value included:
·
·
Using 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 appropriateness of the methodology including a recalculation of the
model.
Testing the completeness and accuracy of the underlying data used in the fair value of finance receivables estimate.
Allowance for Finance Credit Losses – Qualitative Factors Related to the CECL Reasonable and Supportable Forecasts
As described in Notes 1 and 3 to the financial statements, the Company has a gross receivables portfolio of $92.3 million and a related allowance for
finance credit losses (ACL) on loans of $21.7 million for the year ended December 31, 2022. 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 factors
represent management’s estimate of the impact of future losses.
The use of qualitative factors to adjust historical losses for management’s forecast 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 qualitative
factors used to create forecasts in its credit loss model as a critical audit matter as it involves especially subjective auditor judgment.
Testing the design and operating effectiveness of controls over the application of the assumptions used to support the estimate of the allowance for credit
losses included addressing:
·
·
The completeness and accuracy of internal data
Review of management’s judgments and significant assumptions over inputs
Substantively testing management's process, including evaluating management’s judgments and assumptions, for developing the estimate of the allowance
for credit losses included:
·
·
·
·
Evaluating the appropriateness of the methodology for developing the forecast and qualitative factors.
Testing the completeness and accuracy of data used in the calculation of qualitative factors.
Evaluating the reasonableness of the forecasts.
Inspecting and evaluating key assumptions and judgments used in developing the qualitative factors.
/s/ Crowe LLP
We have served as the Company's auditor since 2008.
Dallas, Texas
March 15, 2023
F-4
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; 20,131,323 and 21,143,764 shares issued and
outstanding at December 31, 2022 and December 31, 2021, respectively
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
December 31,
2022
December 31,
2021
13,490 $
149,299
2,476,617
92,304
(21,753)
70,551
1,660
10,177
649
30,325
2,752,768 $
55,421 $
285,328
49,623
2,108,744
25,263
2,524,379
–
–
–
28,906
202,514
(3,031)
228,389
29,928
146,620
1,749,098
232,390
(56,206)
176,184
1,129
19,575
2,269
34,775
2,159,578
43,648
105,610
53,682
1,759,972
26,459
1,989,371
–
–
–
55,298
116,531
(1,622)
170,207
See accompanying Notes to Consolidated Financial Statements.
$
2,752,768 $
2,159,578
F-5
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
Expenses:
Employee costs
General and administrative
Interest
Provision for credit losses
Sales
Occupancy
Depreciation and amortization
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
$
$
$
2022
Year Ended December 31,
2021
2020
305,237 $
15,283
9,189
329,709
84,282
37,618
87,524
(28,100)
23,039
7,535
1,618
213,516
116,193
30,210
85,983 $
266,266 $
(4,417)
5,962
267,811
80,534
34,616
75,239
(14,590)
16,876
7,715
1,675
202,065
65,746
18,222
47,524 $
4.10 $
3.23
2.11 $
1.84
20,958
26,589
22,562
25,780
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
See accompanying Notes to Consolidated Financial Statements.
F-6
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
2022
Year Ended December 31,
2021
2020
Net income
Other comprehensive income (loss); change in funded status of pension plan, net
$
of $513, $2,554 and $55 in tax for 2022, 2021 and 2020, respectively
Comprehensive income
$
85,983 $
47,524 $
(1,409)
84,574 $
6,949
54,473 $
21,677
(150)
21,527
See accompanying Notes to Consolidated Financial Statements.
F-7
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
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
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, 2021
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, 2022
Accumulated
Other
Common Stock
Shares
Amount
Retained Comprehensive
Earnings
Loss
Total
22,531 $
71,257 $
47,330 $
(8,421) $
110,166
558
(352)
–
–
–
22,737 $
2,291
(3,884)
–
–
–
21,144 $
3,127
(4,140)
–
–
–
20,131 $
949
(1,215)
–
1,935
–
72,926 $
6,048
(25,676)
–
2,000
–
55,298 $
15,277
(46,096)
–
4,427
–
28,906 $
–
–
–
–
21,677
69,007 $
–
–
–
–
47,524
116,531 $
–
–
–
–
85,983
202,514 $
–
–
(150)
–
–
(8,571) $
–
–
6,949
–
–
(1,622) $
–
–
(1,409)
–
–
(3,031) $
949
(1,215)
(150)
1,935
21,677
133,362
6,048
(25,676)
6,949
2,000
47,524
170,207
15,277
(46,096)
(1,409)
4,427
85,983
228,389
See accompanying Notes to Consolidated Financial Statements.
F-8
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:
2022
Year Ended December 31,
2021
2020
$
85,983 $
47,524 $
21,677
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
–
135,147
1,618
8,207
(15,283)
(28,100)
4,427
1,620
2,551
9,398
10,364
215,932
133,733
(1,673,166)
825,783
1,899
(2,149)
(713,900)
1,411,018
4,004
(5,200)
181,868
(4,311)
(1,060,052)
(12,299)
(46,096)
15,277
484,209
651
134,020
1,675
7,114
4,417
(14,590)
2,000
2,748
(3,787)
8,937
7,485
198,194
249,098
(1,107,537)
743,728
1,329
(1,976)
(115,358)
1,110,747
7,988
(2,852)
(14,503)
28,735
(1,153,114)
(7,813)
(25,676)
6,048
(50,440)
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)
Increase (decrease) in cash and cash equivalents
(13,759)
32,396
3,320
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
$
$
176,548
162,789 $
144,152
176,548 $
140,832
144,152
76,696 $
16,182
69,476 $
14,253
93,571
(23,997)
See accompanying Notes to Consolidated Financial Statements.
F-9
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. Customers located in California, Texas, Ohio, Illinois, Florida, Pennsylvania, and Indiana represented 8.2%, 7.8%,
7.6%, 5.7%, 5.1%, 4.6%, and 4.6% respectively, of contracts purchased during 2022 compared with 10.9%, 6.1%, 9.3%, 3.6%, 5.0%, 4.6%, and 5.0%
respectively in 2021. No other state had a concentration in excess of 4.6% in 2022. 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, 2022, 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-10
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 twelve-month period ended December 31, 2022 include a $15.3 million positive mark to
the carrying value of the portion of the receivables portfolio accounted for at fair value. 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 $4.4 million for the twelve-month period ended
December 31, 2021.
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-11
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 $571,000 and $2.5 million at December 31, 2022 and 2021, 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-12
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-13
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:
Third-party portfolio
Direct mail revenues
Convenience fee revenue
Recoveries on previously charged-off contracts
Sales tax refunds
Other
Other income for the period
Earnings Per Share
2022
Year Ended December 31,
2021
(In thousands)
2020
6,814 $
774
218
71
737
575
9,189 $
– $
3,391
590
115
580
1,286
5,962 $
–
3,312
1,490
111
748
46
5,707
$
$
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
$
$
F-14
2022
Year Ended December 31,
2021
(In thousands, except per share data)
2020
$
85,983 $
47,524 $
21,677
20,958
22,562
5,631
26,589
4.10 $
3.23 $
3,218
25,780
2.11 $
1.84 $
22,611
1,392
24,003
0.96
0.90
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Incremental shares of 1.2 million, 5.7 million and 13.6 million related to stock options and warrants have been excluded from the diluted earnings per
share calculation for the years ended December 31, 2022, 2021 and 2020, 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.
F-15
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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, 2022 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, 2022, 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.
(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 $149.3 million and $146.6 million as of December 31, 2022 and 2021, 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 $56.8 million and $49.0 million as of December 31, 2022 and 2021,
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.
F-16
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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,
2022
2021
(In thousands)
92,304 $
–
92,304 $
232,390
–
232,390
$
$
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, 2022 and 2021:
Delinquency Status
Current
31-60 days
61-90 days
91 + days
December 31,
2022
2021
(In thousands)
65,764 $
16,796
7,756
1,988
92,304 $
186,625
30,980
12,070
2,715
232,390
$
$
Finance receivables totaling $2.0 million and $2.7 million at December 31, 2022 and 2021, 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.
F-17
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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, 2022 and 2021:
Annual Vintage Pool
2012 and prior
2013
2014
2015
2016
2017
Total amortized cost basis
F-18
December 31,
2022
2021
(In thousands)
$
$
33 $
231
1,601
8,627
28,632
53,180
92,304 $
131
1,091
6,881
29,695
76,728
117,864
232,390
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
The Company recorded a reduction to provision for credit losses on finance receivables in the amount of $28.1 million and $14.6 million for the years
ended December 31, 2022, and 2021, respectively. The reserve decrease was primarily due to a decrease in lifetime expected credit losses resulting from
improved credit performance, an improved macroeconomic outlook and higher used car prices. The Company made additional provisions for credit losses
of $14.1 million for the year ended December 30, 2020. Those reserve increases were made in consideration for the uncertainty associated with the
pandemic.
The following table presents a summary of the activity for the allowance for finance credit losses, for the years ended December 31, 2022, 2021 and
2020:
Balance at beginning of year
Impact of adoption ASC 326
Provision for credit losses on finance receivables
Charge-offs
Recoveries
Balance at end of year
2022
December 31,
2021
(In thousands)
2020
56,206 $
n/a
(28,100)
(18,319)
11,966
21,753 $
80,790 $
n/a
(14,590)
(30,940)
20,946
56,206 $
11,640
127,000
14,113
(90,824)
18,861
80,790
$
$
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
F-19
December 31,
2022
2021
(In thousands)
1,894 $
(1,323)
571 $
4,341
(1,871)
2,470
$
$
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Furniture and Equipment
The following table presents the components of furniture and equipment:
Furniture and fixtures
Computer and telephone equipment
Leasehold improvements
Less: accumulated depreciation and amortization
December 31,
2022
2021
(In thousands)
1,936 $
6,349
1,570
9,855
(8,195)
1,660 $
1,936
5,216
1,507
8,659
(7,530)
1,129
$
$
Depreciation expense totaled $1,618,000, $1,675,000, and $1,784,000 for the years ended December 31, 2022, 2021 and 2020, respectively.
(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:
F-20
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Final
Scheduled
Payment
Date (1)
Receivables
Pledged at
December 31,
2022 (2)
Initial
Principal
Outstanding
Principal at
December 31,
Outstanding
Principal at
December 31,
Weighted
Average
Contractual
Debt
Interest Rate at
December 31,
2022
2021
2022
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
March 2028
June 2028
September 2028
December 2028
April 2029
October 2029
April 2030
August 2030
$
(Dollars in thousands)
– $
–
–
–
16,642
20,897
24,589
30,015
38,138
39,755
46,903
60,856
56,226
63,849
86,061
90,801
113,723
165,102
224,055
243,580
355,224
394,782
322,973
2,394,171 $
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
230,545
240,000
291,000
349,202
316,800
395,600
391,600
307,018
5,945,252 $
– $
–
–
–
12,939
17,077
20,222
25,563
32,898
33,897
41,515
53,625
52,705
41,736
72,894
72,076
101,206
147,593
209,277
222,613
325,907
346,714
292,461
2,122,919 $
17,644
12,491
25,846
26,744
29,518
36,092
42,765
49,634
62,667
61,730
75,065
98,625
99,485
87,048
138,899
147,516
179,856
250,003
330,325
–
–
–
–
1,771,953
–
–
–
–
5.17%
5.61%
6.07%
5.82%
5.49%
5.39%
4.35%
3.71%
3.99%
6.16%
3.24%
1.39%
1.86%
1.60%
1.85%
2.16%
4.16%
5.24%
7.37%
Series
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
CPS 2021-A
CPS 2021-B
CPS 2021-C
CPS 2021-D
CPS 2022-A
CPS 2022-B
CPS 2022-C
CPS 2022-D
_________________________
(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 $804.4 million in 2023, $578.9 million in 2024, $339.1
million in 2025, $202.3 million in 2026, $128.1 million in 2027, $55.3 million in 2028, and $0.6 million in 2029.
(2)
Includes repossessed assets that are included in Other Assets on our Consolidated Balance Sheets.
F-21
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt issuance costs of $14.2 million and $12.0 million as of December 31, 2022 and December 31, 2021, 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, 2022.
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, 2022, restricted cash under the various agreements totaled approximately $149.3 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-22
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Debt
The terms of our debt outstanding at December 31, 2022 and 2021 are summarized below:
Amount Outstanding at
December 31,
December 31,
2022
2021
(In thousands)
Description
Interest Rate
Maturity
Warehouse lines of credit
3.00% over CP yield rate (Minimum
3.75%) 7.48% and 3.75% at December
31, 2022 and December 31 2021,
respectively
4.15% over a commercial paper rate
(Minimum 5.15%) 8.60% and 5.15%
at December 31 2022, and December
31 2021, respectively
Residual interest financing
Residual interest financing
8.60%
7.86%
July 2024
$
150,293 $
70,590
January 2024
January 2026
June 2026
137,585
35,420
–
4,311
50,000
50,000
Subordinated renewable notes
Weighted average rate of 7.82% and
8.93% at December 31, 2022 and
December 31, 2021, respectively
Weighted average maturity of October
2024 and January 2024 at December
31, 2022 and December 31, 2021,
respectively
$
25,263
363,141 $
26,459
186,780
F-23
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt issuance costs of $2.6 million and $400,000 as of December 31, 2022 and December 31, 2021, 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 86.0% of eligible finance receivables. The Class A loans under the facility generally accrue interest during the
revolving period at a per annum rate equal to one-month SOFR plus 3.00% per annum, with a minimum rate of 3.75% per annum and during the
amortization period at a per annum rate equal to one-month SOFR plus 4.00% per annum, with a minimum rate of 4.75% per annum. The Class B loans
under the facility generally accrue interest during the revolving period at a per annum rate equal to 8.50% per annum and during the amortization period at
a per annum rate equal to 9.50% per annum. In July 2022, we renewed our two-year revolving credit agreement with Citibank, N.A., and doubled the
capacity from $100 million to $200 million. This facility was amended to extend the revolving period to July 2024 and to include an amortization period
through July 2025 for any receivables pledged to the facility at the end of the revolving period. At December 31, 2022 there was $150.3 million
outstanding under this facility.
On February 2, 2022, we renewed our two-year revolving credit agreement with Ares Agent Services, L.P. 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 88.00% of eligible finance receivables. The loans under the facility accrue interest at a commercial paper rate
plus 4.15% per annum, with a minimum rate of 5.15% per annum. In June 2022, we increased the capacity of our credit agreement with Ares Agent
Services, L.P. from $100 million to $200 million. This facility was amended to extend the revolving period to January 2024 followed by an amortization
period through January 2028 for any receivables pledged to the facility at the end of the revolving period. At December 31, 2022 there was $137.6 million
outstanding under this facility.
The total outstanding debt on our two warehouse lines of credit was $287.9 million as of December 31, 2022, compared to $106.0 million outstanding as
of December 31, 2021.
On June 30, 2021, we completed a $50 million securitization of residual interests from previously issued securitizations. In this residual interest
financing transaction, qualified institutional buyers purchased $50.0 million of asset-backed notes secured by residual interests in eleven CPS
securitizations consecutively issued from January 2018 and September 2020. The sold notes (“2021-1 Notes”), issued by CPS Auto Securitization Trust
2021-1, consist of a single class with a coupon of 7.86%. At December 31, 2022 there was $50.0 million outstanding under this facility.
The agreed valuation of the collateral for the 2018-1 and 2021-1 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. On each monthly payment date, the 2018-1 and
2021-1 Notes are entitled to interest at the coupon rate and, if necessary, a principal payment necessary to maintain a specified minimum collateral ratio.
Unamortized debt issuance costs of $377,000 and $629,000 as of December 31, 2022 and December 31, 2021, respectively, 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.
F-24
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
The following table summarizes the contractual and expected maturity amounts of our outstanding subordinated renewable notes as of December 31,
2022:
Contractual maturity
date
Subordinated
renewable
notes
(In thousands)
$
$
13,800
2,798
3,146
3,264
837
1,418
25,263
2023
2024
2025
2026
2027
Thereafter
Total
(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, 2022, we purchased 4,139,664 shares of our common stock at an average price of $11.11. In January, March, and
July 2022 our board of directors authorized the repurchase of up to $35.0 million of our common stock. There is approximately $8.3 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 period ended December 31, 2022 and 2021:
Open market purchases
Shares redeemed upon net exercise of stock options
Other
Total stock purchases
Twelve Months Ended
December 31, 2022
December 31, 2021
Shares
Avg. Price
Shares
Avg. Price
3,246,511 $
893,153
–
4,139,664 $
10.44
13.56
–
11.11
1,639,138 $
245,743
1,999,995
3,884,876 $
6.98
6.95
6.26
3.97
F-25
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, July 2018 and again in November 2021, 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,
19,200,000 and 22,200,000, 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, 2022, 2021 and 2020 was $5.42, $2.65, and
$1.33, 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 75% to 80% for 2022, 79% to 71% for 2021, and 72%
to 80% for 2020. 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
2022
Year Ended December 31,
2021
2020
4.00
2.38%
76%
–
4.00
0.49%
72%
–
4.01
0.25%
73%
–
For the years ended December 31, 2022, 2021 and 2020, we recorded stock-based compensation costs in the amount of $4.4 million, $2.0 million and
$1.9 million, respectively. As of December 31, 2022, the unrecognized stock-based compensation costs to be recognized over future periods was equal to
$9.5 million. This amount will be recognized as expense over a weighted-average period of 2.5 years.
At December 31, 2022 and 2021, options outstanding had intrinsic values of $11.2 million and $13.1 million, respectively. At December 31, 2022 and
2021, options exercisable had intrinsic values of $7.8 million and $9.7 million, respectively. The total intrinsic value of options exercised was $23.4 million
and $9.0 million for the years ended December 31, 2022 and 2021, respectively. New shares were issued for all options exercised during the year ended
December 2022 and cash of $15.3 million was received. At December 31, 2022, there were a total of 2,661,000 additional shares available for grant under
the 2006 Plan.
F-26
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock option activity for the year ended December 31, 2022 for stock options under the 2006 and 1997 plans is as follows:
Number of
Shares
(in thousands)
Weighted
Average
Exercise Price
Options outstanding at the beginning of period
Granted
Exercised
Forfeited/Expired
Options outstanding at the end of period
Options exercisable at the end of period
Weighted
Average
Remaining
Contractual Term
N/A
N/A
N/A
N/A
3.15 years
4.54
10.28
4.89
7.07
5.21
13,075 $
1,710
(3,128)
(490)
11,167 $
7,770 $
4.56
2.12 years
The following table presents the price distribution of stock options outstanding and exercisable for the years ended December 31, 2022 and 2021:
Range of exercise prices:
$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
$10.00 - $10.99
Total shares
Number of shares as of
December 31, 2022
Number of shares as of
December 31, 2021
Outstanding
Exercisable
Outstanding
Exercisable
(In thousands)
(In thousands)
–
1,445
3,785
2,739
–
740
748
1,710
11,167
–
775
3,495
1,802
–
740
748
210
7,770
577
1,517
4,285
2,870
–
2,651
1,175
–
13,075
577
489
3,382
1,410
–
2,652
1,175
–
9,685
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,
2022, 2021 and 2020.
F-27
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
2022
Year Ended December 31,
2021
(In thousands)
2020
35,091 $
268,621
15,283
1,525
320,520 $
69,783 $
196,461
(4,417)
22
261,849 $
2022
Year Ended December 31,
2021
(In thousands)
2020
70,627 $
10,310
4,243
2,344
87,524 $
64,387 $
4,448
3,763
2,641
75,239 $
126,043
168,266
(29,528)
673
265,454
88,031
7,678
3,454
2,175
101,338
2022
Year Ended December 31,
2021
(In thousands)
2020
16,946 $
3,352
5,573
4,339
8,992 $
2,845
3,012
3,373
30,210 $
18,222 $
(23,576)
472
18,937
2,610
(1,557)
$
$
$
$
$
$
F-28
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income tax expense for the years ended December 31, 2022, 2021 and 2020 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
2022
Year Ended December 31,
2021
(In thousands)
2020
24,401 $
6,462
(2,611)
1,056
–
–
–
902
30,210 $
13,807 $
3,974
(947)
1,129
(1,694)
–
–
1,953
18,222 $
4,225
1,505
35
974
(9,435)
–
–
1,139
(1,557)
$
$
The tax effected cumulative temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 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
Pension accrual
Lease right-of-use assets
Furniture and equipment and other
Total deferred tax liabilities
Net deferred tax asset
December 31,
2022
2021
(In thousands)
$
$
$
4,870 $
1,708
450
2,024
–
2,172
1,711
–
12,935 $
– $
–
(752)
(1,572)
(434)
(2,758)
$
10,177 $
10,644
1,694
2,070
2,679
–
3,584
2,737
–
23,408
–
–
(1,026)
(2,487)
(320)
(3,833)
19,575
F-29
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $10.2 million as of December 31, 2022 is more likely than not based on forecasted future net
earnings. Our net deferred tax asset of $10.2 million consists of approximately $7.0 million of net U.S. federal deferred tax assets and $3.2 million of net
state deferred tax assets.
As of December 31, 2022, we had net operating loss carryforwards for state income tax purposes of $42.4 million. These state net operating losses begin
to expire in 2023.
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, 2022, 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 2018.
(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.
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,
2023
2024
2025
2026
2027
Thereafter
Total undiscounted lease payments
Less amounts representing interest
Lease Liability
F-31
December 31,
2022
December 31,
2021
(In thousands)
28,397 $
(22,613)
5,784 $
25,819
(17,624)
8,195
(6,234) $
(9,058)
3,407 $
(3,301)
106 $
(177) $
5.0%
6.5%
Operating
Lease
Finance
Lease
4,378 $
1,544
794
501
509
650
8,376
(2,142)
6,234 $
3,407
(2,348)
1,059
(1,124)
5.0%
6.5%
147
26
9
–
–
–
182
(5)
177
$
$
$
$
$
$
$
$
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
2022
Year Ended December 31,
2021
(In thousands)
2020
$
$
6,650 $
987
7,637 $
7,184 $
1,229
8,413 $
7,523
1,179
8,702
The following table presents the supplemental cash flow information related to leases:
2022
Year Ended December 31,
2021
(In thousands)
2020
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
$
7,056 $
948
40
7,474 $
1,118
111
7,762
1,007
172
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.
Following our filing of a complaint for a deficiency judgment in the Superior Court at Waterbury, Connecticut, the defendant filed a cross-claim alleging
that our deficiency notices were not compliant with Connecticut law, and seeking relief on behalf of a class of Connecticut obligors whose vehicles we had
repossessed. The defendant’s contract provided for resolution of disputes exclusively by arbitration, and exclusively on an individual basis, not a class
basis. Nevertheless, in August 2021, the court denied our motion to compel arbitration, without opinion. In April 2022, a motion for certification of a class
was filed but has not been ruled upon. It is reasonable to expect that resolution of these claims will be on a class basis.
F-32
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Massachusetts Civil Investigative Demand. In September 2021, we received a civil investigative demand from the Office of the Attorney General of the
Commonwealth of Massachusetts relating to the Company’s communications with and repossession notices sent to Massachusetts customers. We are
cooperating with the inquiry.
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, 2022, our best estimate of probable incurred losses for legal contingencies, including the matters identified above. 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, 2022 is $4.9 million, 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, 2022 does not exceed $11.2 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 $1.3 million, $1.3 million, and $1.4 million
respectively, for the years ended December 31, 2022, 2021 and 2020.
We also sponsor a defined benefit plan, the MFN Financial Corporation Pension Plan (the “Plan”). The Plan benefits were frozen on June 30, 2001.
F-33
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2022 and 2021:
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of year
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-34
December 31,
2022
2021
(In thousands)
22,280 $
579
(5,450)
85
(716)
(826)
15,952 $
26,098 $
(5,702)
–
(86)
(716)
(826)
18,768 $
2,816 $
24,678
553
(1,074)
(222)
(865)
(790)
22,280
18,165
8,703
1,124
(239)
(865)
(790)
26,098
3,818
$
$
$
$
$
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, 2022 and 2021 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
2022
2021
4.87%
2.65%
2.65%
7.25%
2.28%
7.25%
Our overall expected long-term rate of return on assets is 7.25% per annum as of December 31, 2022. 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-35
2022
December 31,
2021
(In thousands)
2020
2,816 $
–
2,816 $
5,716 $
–
5,716 $
579 $
(1,860)
–
105
(1,176)
256
(920) $
1,003 $
–
–
1,003 $
3,818 $
–
3,818 $
3,794 $
–
3,794 $
553 $
(1,301)
–
896
148
(865)
(717) $
(9,503) $
–
–
(9,503) $
–
(6,513)
(6,513)
13,297
–
13,297
693
(1,150)
–
839
382
–
382
205
–
–
205
$
$
$
$
$
$
$
$
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated net gain that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2023 is $169,000.
The weighted average asset allocation of our pension benefits at December 31, 2022 and 2021 were as follows:
Weighted Average Asset Allocation at Year-End
Asset Category
Equity securities
Debt securities
Cash and cash equivalents
Total
December 31,
2022
2021
87%
13%
0%
100%
78%
22%
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)
2023
2024
2025
2026
2027
Years 2028 - 2032
Anticipated Contributions in 2023
F-36
$
$
990
1,329
1,315
1,392
1,265
5,954
–
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of plan assets at December 31, 2022 and 2021, by asset category, is as follows:
Level 1 (1)
Level 2 (2)
Level 3 (3)
Total
December 31, 2022
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
________________________
7,848 $
–
–
–
–
–
–
–
–
–
–
–
7,848 $
(in thousands)
– $
2,037
594
546
588
560
1,843
2,251
1,658
347
433
63
10,920 $
– $
–
–
–
–
–
–
–
–
–
–
–
– $
Level 1 (1)
Level 2 (2)
Level 3 (3)
Total
December 31, 2021
10,472 $
–
–
–
–
–
–
–
–
–
–
–
10,472 $
(in thousands)
– $
2,933
836
714
868
859
2,915
3,036
2,316
473
641
35
15,626 $
– $
–
–
–
–
–
–
–
–
–
–
–
– $
7,848
2,037
594
546
588
560
1,843
2,251
1,658
347
433
63
18,768
10,472
2,933
836
714
868
859
2,915
3,036
2,316
473
641
35
26,098
$
$
$
$
(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-37
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:
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
F-38
Twelve Months Ended
December 31,
2022
2021
(In thousands)
$
$
1,749,098 $
1,673,166
(825,783)
(135,147)
15,283
2,476,617 $
1,523,726
1,107,537
(743,728)
(134,020)
(4,417)
1,749,098
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, 2022
December 31, 2021
Contractual
Balance
Fair
Value
Contractual
Balance
Fair
Value
(In thousands)
Finance receivables measured at fair value
$
2,701,184 $
2,476,617 $
1,972,699 $
1,749,098
The following table provides certain qualitative information about our level 3 fair value measurements:
Financial Instrument
Fair Values as of
December 31,
Inputs as of
December 31,
2022
2021
Unobservable Inputs
2022
2021
(In thousands)
Assets:
Finance receivables measured at fair
value
$
2,476,617 $
1,749,098
Discount rate
Cumulative net losses
11.0%-11.3%
13.4%-19.4%
10.6% - 11.3%
10.0% - 18.4%
The following table summarizes the delinquency status using the contractual balance of these finance receivables measured at fair value as of December
31, 2022 and December 31, 2021:
Delinquency Status
Current
31 - 60 days
61 - 90 days
91 + days
Repo
December 31,
2022
December 31,
2021
(In thousands)
$
$
2,375,271 $
184,968
72,390
29,048
39,507
2,701,184 $
1,787,641
115,924
38,999
11,564
18,571
1,972,699
F-39
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2022, the finance receivables related to the repossessed vehicles in
inventory totaled $1.9 million. We have applied a valuation adjustment, or loss allowance, of $1.3 million, which is based on a recovery rate of
approximately 30%, resulting in an estimated fair value and carrying amount of $571,000. The fair value and carrying amount of the repossessed inventory
at December 31, 2021 was $2.5 million after applying a valuation adjustment of $1.9 million.
There were no transfers in or out of level 1 or level 2 assets and liabilities for 2022 and 2021. 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, 2022 and 2021, 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
As of December 31, 2022
(In thousands)
Fair Value Measurements Using:
Level 2
Level 3
Level 1
13,490 $
149,299
70,551
649
285,328 $
6,190
2,108,744
25,263
13,490 $
149,299
–
–
– $
–
–
–
– $
–
–
–
– $
–
–
–
– $
–
60,063
649
285,328 $
6,190
1,957,995
25,263
Carrying
Value
As of December 31, 2021
(In thousands)
Fair Value Measurements Using:
Level 2
Level 3
Level 1
29,928 $
146,620
176,184
2,269
105,610 $
3,568
1,759,972
26,459
29,928 $
146,620
–
–
– $
–
–
–
– $
–
–
–
– $
–
–
–
– $
–
178,795
2,269
105,610 $
3,568
1,740,901
26,459
F-40
Total
13,490
149,299
60,063
649
285,328
6,190
1,957,995
25,263
Total
29,928
146,620
178,795
2,269
105,610
3,568
1,740,901
26,459
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13) Subsequent Events
On January 25, 2023 we executed our first securitization of 2023. In the transaction, qualified institutional buyers purchased $324.8 million of
asset-backed notes secured by $362.9 million in automobile receivables originated by CPS. The sold notes, issued by CPS Auto Receivables Trust 2023-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 6.82%.
The 2023-A transaction has initial credit enhancement consisting of a cash deposit equal to 1.00% of the original receivable pool balance and
overcollateralization of 10.50%. The transaction agreements require accelerated payment of principal on the notes to reach overcollateralization of the
lesser of 14.00% of the original receivable pool balance, or 38.00% of the then outstanding pool balance. The transaction was a private offering of
securities, not registered under the Securities Act of 1933, or any state securities law.
F-41
Exhibit 21
Registrant Consumer Portfolio Services, Inc.
Subsidiaries of the Registrant
Name
Jurisdiction of Organization
CPS Receivables Five LLC
Page Eight Funding LLC
Page Nine Funding LLC
Folio Residual Holdings LLC
Folio Residual Holdings III LLC
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. and Subsidiaries of our report dated March 15, 2023 relating to the financial statements and effectiveness of internal control over
financial reporting appearing in this Annual Report on Form 10-K.
Dallas, Texas
March 15, 2023
Crowe LLP