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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
COMMISSION FILE NUMBER: 0-51027
CONSUMER PORTFOLIO SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 33-0459135
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
16355 Laguna Canyon Road, Irvine, California 92618
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 753-6800
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT: N/A
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer or a
non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [X] Non-Accelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of October 26, 2007 the registrant had 19,838,732 common shares outstanding.
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CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of
September 30, 2007 and December 31, 2006................... 3
Unaudited Condensed Consolidated Statements of Operations
for the three-month and nine-month periods ended
September 30, 2007 and 2006 ............................... 4
Unaudited Condensed Consolidated Statements of Cash
Flows for the nine-month periods ended September 30,
2007 and 2006.............................................. 5
Notes to Unaudited Condensed Consolidated Financial
Statements................................................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk... 28
Item 4. Controls and Procedures...................................... 28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................ 29
Item 1A. Risk factors................................................. 29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.. 29
Item 6. Exhibits..................................................... 30
Signatures.............................................................. 31
2
ITEM 1. FINANCIAL STATEMENTS
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
SEPTEMBER 30, DECEMBER 31,
2007 2006
------------- -------------
ASSETS
Cash and cash equivalents $ 16,907 $ 14,215
Restricted cash and equivalents 258,060 193,001
Finance receivables 1,997,106 1,480,794
Less: Allowance for finance credit losses (99,675) (79,380)
------------- -------------
Finance receivables, net 1,897,431 1,401,414
Residual interest in securitizations 1,551 13,795
Furniture and equipment, net 1,211 824
Deferred financing costs, net 17,910 12,702
Deferred tax assets, net 55,911 54,669
Accrued interest receivable 22,406 17,043
Other assets 22,198 20,931
------------- -------------
$ 2,293,585 $ 1,728,594
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 23,027 $ 20,888
Warehouse lines of credit 79,185 72,950
Income taxes payable 12,782 10,297
Residual interest financing 60,000 31,378
Securitization trust debt 1,984,023 1,442,995
Senior secured debt, related party - 25,000
Subordinated renewable notes 22,065 13,574
------------- -------------
2,181,082 1,617,082
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value;
authorized 5,000,000 shares; none issued - -
Series A preferred stock, $1 par value;
authorized 5,000,000 shares;
3,415,000 shares issued; none outstanding - -
Common stock, no par value; authorized
30,000,000 shares; 19,831,082 and 21,504,688
shares issued and outstanding at September 30, 2007 and
December 31, 2006, respectively 56,129 64,438
Additional paid in capital, warrants 794 794
Retained earnings 57,331 48,031
Accumulated other comprehensive loss (1,751) (1,751)
------------- -------------
112,503 111,512
------------- -------------
$ 2,293,585 $ 1,728,594
============= =============
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ---------------------
2007 2006 2007 2006
-------- -------- -------- --------
Revenues:
Interest income $ 97,423 $ 70,623 $267,361 $188,189
Servicing fees 274 633 668 2,436
Other income 5,058 2,457 17,020 8,344
-------- -------- -------- --------
102,755 73,713 285,049 198,969
-------- -------- -------- --------
EXPENSES:
Employee costs 11,566 9,273 33,704 28,349
General and administrative 6,335 6,159 18,386 16,948
Interest 36,317 23,649 97,954 61,469
Interest, related party 65 1,426 1,646 3,943
Provision for credit losses 36,300 24,045 98,458 65,322
Marketing 4,755 3,617 13,681 10,740
Occupancy 949 1,075 2,815 2,920
Depreciation and amortization 128 204 418 596
-------- -------- -------- --------
96,415 69,448 267,062 190,287
-------- -------- -------- --------
Income before income tax expense 6,340 4,265 17,987 8,682
Income tax expense 2,663 - 7,591 -
-------- -------- -------- --------
Net income $ 3,677 $ 4,265 $ 10,396 $ 8,682
======== ======== ======== ========
Earnings per share:
Basic $ 0.18 $ 0.20 $ 0.49 $ 0.40
Diluted 0.16 0.18 0.45 0.36
Number of shares used in computing
earnings per share:
Basic 20,779 21,840 21,279 21,804
Diluted 22,438 23,850 23,184 24,139
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
2007 2006
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,396 $ 8,682
Adjustments to reconcile net income to net cash
provided by operating activities:
Write up on residual asset (4,820) -
Amortization of deferred acquisition fees (10,662) (8,632)
Amortization of discount on Class B Notes 3,337 1,897
Depreciation and amortization 418 596
Amortization of deferred financing costs 6,670 4,385
Provision for credit losses 98,459 65,322
Stock-based compensation expense 786 -
Interest income on residual assets (2,210) (3,893)
Cash received from residual interest in securitizations 19,274 11,266
Changes in assets and liabilities:
Restricted cash and equivalents (65,058) (39,412)
Accrued interest receivable (5,363) (3,446)
Other assets (1,380) (5,499)
Tax assets (1,242) (10,858)
Accounts payable and accrued expenses 2,138 2,448
Tax liabilities 1,390 -
------------ ------------
Net cash provided by (used in) operating activities 52,133 22,856
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of finance receivables held for investment (1,016,547) (777,622)
Proceeds received on finance receivables held for investment 432,732 329,214
Purchase of furniture and equipment (692) (261)
------------ ------------
Net cash used in investing activities (584,507) (448,669)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of securitization trust debt 1,035,864 786,052
Proceeds from issuance of subordinated renewable notes 10,927 5,725
Payments on subordinated renewable notes (2,436) (566)
Net proceeds from warehouse lines of credit 6,235 29,466
Proceeds (repayment) of residual interest financing debt 28,622 (19,503)
Repayment of securitization trust debt (498,174) (356,252)
Repayment of senior secured debt (25,000) -
Repayment of subordinated debt - (14,000)
Payment of financing costs (11,877) (7,024)
Repurchase of common stock (10,407) (2,508)
Tax benefit from exercise of stock options 238 634
Exercise of options and warrants 1,074 1,302
------------ ------------
Net cash provided by financing activities 535,066 423,326
------------ ------------
Decrease in cash 2,692 (2,487)
Cash at beginning of period 14,215 17,789
------------ ------------
Cash at end of period $ 16,907 $ 15,302
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 87,462 $ 57,943
Income taxes $ 7,205 $ 10,110
SEE ACCOMPANYING NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
We were formed in California on March 8, 1991. We specialize primarily in
purchasing and servicing retail automobile installment sale contracts
("automobile contracts" or "finance receivables") originated by licensed motor
vehicle dealers located throughout the United States ("Dealers") in the sale of
new and used automobiles, light trucks and passenger vans. Through our
purchases, we provide indirect financing to Dealer customers for borrowers with
limited credit histories, low incomes or past credit problems ("sub-prime
customers"). We serve as an alternative source of financing for Dealers,
allowing sales to customers who otherwise might not be able to obtain financing.
We do not currently lend money directly to consumers, although we intend to do
so in the future. To date, we have purchased installment automobile contracts
from Dealers based on the guidelines of our financing programs (the "CPS
programs").
BASIS OF PRESENTATION
Our Unaudited Condensed Consolidated Financial Statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, with the instructions to Form 10-Q and with Article 10 of Regulation
S-X of the Securities and Exchange Commission, and include all adjustments that
are, in our opinion, necessary for a fair presentation of the results for the
interim period presented. All such adjustments are, in our opinion, of a normal
recurring nature. In addition, certain items in prior period financial
statements may have been reclassified for comparability to current period
presentation. Results for the three-month and nine-month periods ended September
30, 2007 are not necessarily indicative of the operating results to be expected
for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted from these
Unaudited Condensed Consolidated Financial Statements. These Unaudited Condensed
Consolidated Financial Statements should be read in conjunction with the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in our Annual Report on Form 10-K for the year ended December 31, 2006.
OTHER INCOME
Other Income consists primarily of gains recognized on our Residual interest in
securitizations, recoveries on previously charged off CPS and MFN contracts,
fees paid to us by Dealers for certain direct mail services we provide and, in
2007, $1.7 million in proceeds from the sale of previously charged-off
receivables to an independent third party. The gain recognized related to the
residual interest was $4.8 million for the nine months ended September 30, 2007.
There were no gains recognized for the same period in 2006. The recoveries on
the charged-off CPS and MFN contracts were $2.4 million and $3.4 million for the
nine months ended September 30, 2007 and 2006, respectively. The direct mail
revenues were $3.9 million and $2.9 million for the same period in 2007 and
2006, respectively.
STOCK-BASED COMPENSATION
Effective January 1, 2006, we adopted Statement of Financial Accounting
Standards No. 123(R), "Share-Based Payment, revised 2004" ("SFAS 123R"),
prospectively for all option awards granted, modified or settled after January
1, 2006, using the modified prospective method. Under this method, we recognize
compensation costs in the financial statements for all share-based payments
granted subsequent to January 1, 2006 based on the grant date fair value
estimated in accordance with the provisions of SFAS 123(R).
6
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 2007, we recorded stock-based
compensation costs in the amount of $786,000. As of September 30, 2007,
unrecognized stock-based compensation costs to be recognized over future periods
equaled $4.4 million. This amount will be recognized as expense over a
weighted-average period of 4.2 years. For the nine months ended September 30,
2006, we recorded no stock-based compensation costs as there were no option
awards granted during the nine-month period ended September 30, 2006 and there
was no vesting of option awards for options granted prior to January 1, 2006
since all options outstanding as of December 31, 2005 were fully vested at that
time.
The following represents stock option activity for the nine months ended
September 30, 2007:
WEIGHTED
NUMBER OF WEIGHTED AVERAGE
SHARES AVERAGE REMAINING
(IN THOUSANDS) EXERCISE PRICE CONTRACTUAL TERM
-------------- -------------- ----------------
Options outstanding at the beginning of period...... 5,352 $ 4.11 N/A
Granted........................................... 1,142 5.90 N/A
Exercised......................................... (328) 3.25 N/A
Forefeited........................................ (55) 6.78 N/A
-------------- -------------- ----------------
Options outstanding at the end of period............ 6,111 $ 4.47 7.05 years
============== ============== ================
Options exercisable at the end of period............ 4,165 $ 3.62 6.02 years
============== ============== ================
At September 30, 2007, the aggregate intrinsic value of options outstanding and
exercisable was $7.4 million and $8.6 million, respectively. The total intrinsic
value of options exercised was $973,000 and $1.8 million for the nine months
ended September 30, 2007 and 2006, respectively. New shares were issued for all
options exercised during the three-month and nine-month periods ended September
30, 2007 and 2006. At our annual meeting of shareholders held on June 26, 2007,
the shareholders approved an amendment to our 2006 Long-Term Equity Incentive
Plan that increased the number of shares issuable from 1,500,000 to 3,000,000.
There were 1.0 million shares available for future stock option grants under
existing plans as of September 30, 2007.
We use the Black-Scholes option valuation model to estimate the fair value of
each option on the date of grant, using the assumptions noted in the following
table. We did not disclose assumptions for the nine months ended September 30,
2006 because there were no options granted in the period. The expected term of
options granted is computed as the mid-point between the vesting date and the
end of the contractual term. The risk-free rate is based on U.S. Treasury
instruments in effect at the time of grant whose terms are consistent with the
expected term of our stock options. Expected volatility is based on historical
volatility of our stock. The dividend yield is based on historical experience
and the lack of any expected future changes.
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2007
-----------------------
Risk-free interest rate................ 4.56%
Expected term, in years................ 5.9
Expected volatility.................... 46.35%
Dividend yield......................... 0%
PURCHASES OF COMPANY STOCK
During the nine-month periods ended September 30, 2007 and 2006, we purchased
2,002,856 and 395,356 shares, respectively, of our common stock, at average
prices of $5.20 and $6.34, respectively.
7
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NEW ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued FASB Statement No. 155, "Accounting for
Certain Hybrid Instruments". This statement amends the guidance in FASB
Statements No. 133, "Accounting for Derivative Instruments and Hedging
Activities", and No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities". Statement 155 allows financial
instruments that have embedded derivatives to be accounted for as a whole
(eliminating the need to bifurcate the derivative from its host) if the holder
elects to account for the whole instrument on a fair value basis. The Statement
also amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. Statement 155 is effective for all financial instruments acquired or
issued after January 1, 2007. The adoption of this statement did not have a
material effect on our financial position or operations.
In March 2006, the FASB issued FASB Statement No. 156, "Accounting for the
Servicing of Financial Assets an Amendment to FASB Statement No. 140" (FAS 156).
With respect to the accounting for separately recognized servicing assets and
servicing liabilities, this statement: (1) requires an entity to recognize a
servicing asset or servicing liability each time it undertakes an obligation to
service a financial asset by entering into a specific types of servicing
contracts identified in the statement, (2) requires that all separately
recognized servicing assets and servicing liabilities be initially measured at
fair value, if practicable, (3) permits an entity to choose subsequent
measurement methods for each class of separately recognized servicing assets and
servicing liabilities, (4) permits a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized
servicing rights at the initial adoption of this statement, and (5) requires a
separate presentation of servicing assets and servicing liabilities subsequently
measured at fair value in the statement of financial position and additional
disclosures for all separately recognized servicing assets and servicing
liabilities. FAS 156 became effective for us on January 1, 2007. The adoption of
this statement did not have a significant effect on our financial position or
results of operations.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157"). SFAS No. 157 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 would be separately disclosed by level within the fair value
hierarchy. SFAS 157 is effective for us on January 1, 2008. We are in the
process of evaluating SFAS 157 and do not believe it will have a significant
effect on our financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-Including an Amendment of FASB
Statement No. 115" ("SFAS 159"). SFAS 159 permits an entity to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS 159 are elective, however, the amendment to SFAS 115,
"Accounting for Certain Investments in Debt and Equity Securities", applies to
all entities with available for sale or trading securities. SFAS 159 is elective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007. We are currently assessing this Statement to determine whether or not
we would elect to measure any financial instruments at their fair value.
In June 2006, the FASB issued Interpretation No. 48 "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement 109" ("FIN 48"). FIN 48
establishes a single model to address accounting for uncertain tax positions.
FIN 48 clarifies the accounting for income taxes by prescribing a minimum
recognition threshold a tax position is required to meet before being recognized
in the financial statements. FIN 48 also provides guidance on derecognition,
measurement classification, interest and penalties, accounting in interim
periods, disclosure and transition. Upon adoption as of January 1, 2007, we
increased our existing reserves for uncertain tax positions by $1.1 million,
largely related to state income tax matters. The increase was recorded as a
cumulative effect adjustment to shareholders' equity.
8
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
RECENT DEVELOPMENTS
In July 2007, we opened a combination term and revolving residual credit
facility, and used a portion of our initial draw under that facility to repay
our remaining outstanding senior secured indebtedness and residual interest
financing debt.
Under this facility, we have used and intend to use eligible residual interests
in securitizations as collateral for floating rate borrowings. The amount that
may be borrowed is computed using an agreed valuation methodology of the
residuals, subject to an overall maximum principal amount of $120 million that
may be borrowed, represented by (i) a $60 million Class A-1 Variable Funding
Note (the "Revolving Note"), and (ii) a $60 million Class A-2 Term Note (the
"Term Note"). The facility's revolving feature is to expire by its terms in July
2008. The $60 million Term Note was drawn in July 2007 and is due in July 2009.
(2) FINANCE RECEIVABLES
The following table presents the components of Finance Receivables, net of
unearned interest and deferred acquisition fees and originations costs:
SEPTEMBER 30, DECEMBER 31,
2007 2006
------------- -------------
(IN THOUSANDS)
Finance Receivables
Automobile
Simple Interest........................................... $ 2,005,486 $ 1,474,126
Pre-compute, net of unearned interest..................... 17,750 29,251
------------- -------------
Finance Receivables, net of unearned interest............. 2,023,236 1,503,377
Less: Unearned acquisition fees and originations costs.... (26,130) (22,583)
------------- -------------
Finance Receivables....................................... $ 1,997,106 $ 1,480,794
============= =============
The following table presents a summary of the activity for the allowance for
credit losses for the nine-month periods ended September 30, 2007 and 2006:
SEPTEMBER 30, SEPTEMBER 30,
2007 2006
------------- -------------
(IN THOUSANDS)
Balance at beginning of period............................ $ 79,380 $ 57,728
Provision for credit losses on finance receivables........ 98,458 65,322
Charge offs............................................... (96,220) (57,738)
Recoveries................................................ 18,057 13,496
------------- -------------
Balance at end of period.................................. $ 99,675 $ 78,808
============= =============
(3) RESIDUAL INTEREST IN SECURITIZATIONS
The residual interest in securitizations represents the discounted sum of
expected future cash flows from securitization trusts held by non-consolidated
subsidiaries and certain cash flows of receivables from terminated trusts. The
following table presents the components of the residual interest in
securitizations, which are shown at their discounted amounts:
9
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, DECEMBER 31,
2007 2006
------------- -------------
(IN THOUSANDS)
Cash, commercial paper, United States government securities
and other qualifying investments (Spread Accounts)............ $ - $ 9,987
Receivables from trusts (NIRs) and other cash flows .......... 1,551 808
Overcollateralization......................................... - 3,000
------------- -------------
Residual interest in securitizations.......................... $ 1,551 $ 13,795
------------- -------------
The following table presents estimated remaining undiscounted credit losses
included in the fair value estimate of the residuals as a percentage of our
managed portfolio held by non-consolidated subsidiaries subject to recourse
provisions:
DECEMBER 31,
2006
------------
Undiscounted estimated credit losses............................ $ 1,759
Managed portfolio held by non-consolidated subsidiaries......... 34,850
Undiscounted estimated credit losses as percentage of managed
portfolio held by non-consolidated subsidiaries............... 5.05%
The key economic assumptions used in measuring all residual interests in
securitizations as of December 31, 2006 are included in the table below. As of
September 30, 2007 we have exercised our call option on all unconsolidated
securitization transactions that were outstanding as December 31, 2006. The
remaining residual asset relates to an estimate of cash flows from charged off
receivables related to our securitizations from 2001 to 2003, for which we have
used a discount rate of 25%, which is consistent with previous periods.
DECEMBER 31,
2006
--------------
Prepayment speed (Cumulative)................................... 22.7% - 32.5%
Net credit losses (Cumulative).................................. 11.8% - 15.4%
Expected call date ............................................. September 2007
(4) SECURITIZATION TRUST DEBT
We have completed a number of securitization transactions that are structured as
secured borrowings for financial accounting purposes. The debt issued in these
transactions is shown on our Unaudited Condensed Consolidated Balance Sheets as
"Securitization trust debt," and the components of such debt are summarized in
the following table:
10
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Final Receivables Outstanding Outstanding Average
Scheduled Pledged at Principal at Principal at Interest Rate at
Payment September 30, Initial September 30, December 31, September 30,
Series Date (1) 2007 Principal 2007 2006 2007
-------------- ----------- ------------- ------------- ------------- ------------- ----------------
(DOLLARS IN THOUSANDS)
CPS 2003-C March 2010 $ 7,577 $ 87,500 $ 7,493 $ 14,815 3.57%
CPS 2003-D October 2010 8,636 75,000 8,350 15,191 3.91%
CPS 2004-A October 2010 11,948 82,094 12,239 21,608 4.32%
PCR 2004-1 N/A - 76,257 - 8,097 -
CPS 2004-B February 2011 17,661 96,369 17,780 29,437 4.17%
CPS 2004-C April 2011 22,107 100,000 22,109 35,480 4.24%
CPS 2004-D December 2011 30,472 120,000 30,244 47,384 4.44%
CPS 2005-A October 2011 42,454 137,500 39,718 62,610 5.30%
CPS 2005-B February 2012 49,450 130,625 45,414 70,933 4.66%
CPS 2005-C March 2012 83,419 183,300 77,963 117,434 5.08%
CPS 2005-TFC July 2012 30,603 72,525 29,153 45,444 5.75%
CPS 2005-D July 2012 71,978 145,000 70,263 100,615 5.66%
CPS 2006-A November 2012 138,869 245,000 136,882 195,822 5.29%
CPS 2006-B January 2013 165,504 257,500 161,961 224,478 6.29%
CPS 2006-C June 2013 180,787 247,500 177,404 236,139 5.64%
CPS 2006-D August 2013 179,415 220,000 176,042 217,508 5.63%
CPS 2007-A November 2013 259,432 290,000 253,828 N/A 5.62%
CPS 2007-TFC December 2013 97,909 113,293 95,950 N/A 5.76%
CPS 2007-B January 2014 301,488 314,999 298,860 N/A 5.95%
CPS 2007-C (2) May 2014 228,305 294,750 322,370 N/A 5.97%
------------- ------------- ------------- -------------
$ 1,928,014 $ 3,289,212 $ 1,984,023 $ 1,442,995
============= ============= ============= ==============
_________________
(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 $182.3 MILLION IN 2007, $584.5 MILLION IN 2008, $449.5
MILLION IN 2009, $337.4 MILLION IN 2010, $254.5 MILLION IN 2011, $150.0
MILLION IN 2012 AND $25.8 MILLION IN 2013.
(2) RECEIVABLES PLEDGED AT SEPTEMBER 30, 2007 EXCLUDES APPROXIMATELY $96.6
MILLION IN AUTOMOBILE CONTRACTS DELIVERED TO THIS TRUST IN OCTOBER 2007
PURSUANT TO A PRE-FUNDING STRUCTURE.
All of the securitization trust debt was sold in private placement transactions
to qualified institutional buyers. The debt was issued through our wholly-owned
bankruptcy remote subsidiaries and is secured by the assets of such
subsidiaries, but not by our other assets. Principal of $1.8 billion, and the
related interest payments, are guaranteed by financial guaranty insurance
policies issued by third party financial institutions.
The terms of the various securitization agreements related to the issuance of
the securitization trust debt and the warehouse credit facilities 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 and maximum financial losses.
In addition, certain securitization and non-securitization related debt contain
cross-default provisions, which would allow certain creditors to declare a
default if a default were declared under a different facility. As of September
30, 2007, we were in compliance with all such financial covenants.
We are responsible for the administration and collection of the automobile
contracts. The securitization agreements also require certain funds be held in
restricted cash accounts to provide additional collateral for the borrowings, to
purchase retail installment contracts that the securitization trust has
committed to buy, or to be applied to make payments on the securitization trust
debt. As of September 30, 2007, restricted cash under the various agreements
11
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
totaled approximately $258.1 million. That figure includes $96.6 million held by
our CPS 2007-C securitization trust which was used to purchase additional
automobile contracts in October 2007. 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 and amortization of deferred financing costs and discounts on
subordinated notes. Deferred financing costs and discounts on subordinated notes
related to the securitization trust debt are amortized using a level yield
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 lines 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 other creditors of ours.
(5) INTEREST INCOME
The following table presents the components of interest income:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2007 2006 2007 2006
------------ ------------ ------------ ------------
(IN THOUSANDS) (IN THOUSANDS)
Interest on Finance Receivables........ $ 94,665 $ 67,128 $ 258,433 $ 179,875
Residual interest income............... 524 1,729 2,210 3,893
Other interest income.................. 2,234 1,766 6,718 4,421
------------ ------------ ------------ ------------
Net interest income.................... $ 97,423 $ 70,623 $ 267,361 $ 188,189
============ ============ ============ ============
(6) EARNINGS PER SHARE
Earnings per share for the nine-month periods ended September 30, 2007 and 2006
were calculated using the weighted average number of shares outstanding for the
related period. The following table reconciles the number of shares used in the
computations of basic and diluted earnings per share for the nine-month periods
ended September 30, 2007 and 2006:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2007 2006 2007 2006
------------ ------------ ------------ ------------
(IN THOUSANDS) (IN THOUSANDS)
Weighted average number of common shares outstanding during
the period used to compute basic earnings per share.......... 20,779 21,840 21,279 21,804
Incremental common shares attributable to exercise of
outstanding options and warrants............................. 1,659 2,010 1,905 2,335
------------ ------------ ------------ ------------
Weighted average number of common shares used to compute
diluted earnings per share................................... 22,438 23,850 23,184 24,139
============ ============ ============ ============
12
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(7) INCOME TAXES
In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48"), which clarifies the accounting and disclosure for uncertainty in tax
positions, as defined. FIN 48 seeks to reduce the diversity in practice
associated with certain aspects of the recognition and measurement related to
accounting for income taxes. We are subject to the provisions of FIN 48 as of
January 1, 2007, and have analyzed filing positions in all of the federal and
state jurisdictions. As a result of adoption, we recognized a charge of
approximately $1.1 million to the January 1, 2007 retained earnings balance. As
of the date of adoption and after the impact of recognizing the increase in
liability noted above, our unrecognized tax benefits totaled $9.8 million.
Included in the balance at January 1, 2007, are $1.2 million of tax positions,
the disallowance of which would not affect the annual effective income tax rate.
During the nine months ended September 30, 2007 the Company determined that
deferred tax assets totaling approximately $9.4 million, which were subject to a
100% valuation allowance at December 31, 2006, were permanently not available
for future utilization. As a result, the deferred tax assets and the related
valuation allowance were adjusted with no impact on the net deferred tax assets
recorded or to the provision for income taxes.
We file numerous consolidated and separate income tax returns in the United
States Federal jurisdiction and in many state jurisdictions. With few
exceptions, we are no longer subject to US Federal income tax examinations for
years before 2003 and are no longer subject to state and local income tax
examinations by tax authorities for years before 2002.
We have subsidiaries in various states that are currently under audit for years
ranging from 1998 through 2005. To date, no material adjustments have been
proposed as a result of these audits.
We recognized potential interest and penalties related to unrecognized tax
benefits in income tax expense. In conjunction with the adoption of FIN 48, we
recognized approximately $230,000 for the payment of interest and penalties at
January 1, 2007 which is included as a component of the $9.8 million
unrecognized tax benefit noted above. During the nine months ended September 30,
2007, we did not recognize a significant amount in potential interest and
penalties. To the extent interest and penalties are not assessed with respect to
uncertain tax positions, amounts accrued will be reduced and reflected as a
reduction of the overall income tax provision.
We do not anticipate that total unrecognized tax benefits will significantly
change due to the settlement of audits and the expiration of statute of
limitations prior to September 30, 2008.
(8) LEGAL PROCEEDINGS
STANWICH LITIGATION. We were for some time a defendant in a class action (the
"Stanwich Case") brought in the California Superior Court, Los Angeles County.
The original plaintiffs in that case were persons entitled to receive regular
payments (the "Settlement Payments") under out-of-court settlements reached with
third party defendants. Stanwich Financial Services Corp. ("Stanwich"), an
affiliate of our former chairman of the board of directors, is the entity that
was obligated to pay the Settlement Payments. Stanwich had defaulted on its
payment obligations to the plaintiffs and in June 2001 filed for reorganization
under the Bankruptcy Code, in the federal Bankruptcy Court of Connecticut. At
December 31, 2004, we were a defendant only in a cross-claim brought by one of
the other defendants in the case, Bankers Trust Company, which asserted a claim
of contractual indemnity against us.
We subsequently settled the cross-claim of Bankers Trust by payment of $3.24
million, on or about February 8, 2006. Pursuant to that settlement, the court
has dismissed the cross-claim, with prejudice. The amount paid by us was accrued
for and included in accounts payable and accrued expenses in our balance sheet
as of December 31, 2004.
13
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In November 2001, one of the defendants in the Stanwich Case, Jonathan Pardee,
asserted claims for indemnity against us in a separate action, which is now
pending in federal district court in Rhode Island. We have filed counterclaims
in the Rhode Island federal court against Mr. Pardee, and have filed a separate
action against Mr. Pardee's Rhode Island attorneys, in the same court. Each of
these actions in the court in Rhode Island is stayed, awaiting resolution of an
adversary action brought against Mr. Pardee in the bankruptcy court, which is
hearing the bankruptcy of Stanwich.
We had reached an agreement in principle with the representative of creditors in
the Stanwich bankruptcy to resolve the adversary action, performance of which is
now in doubt. Under the agreement in principle, CPS was to pay the bankruptcy
estate $625,000 and abandon its claims against the estate, while the estate
would abandon its adversary action against Mr. Pardee. CPS expected that the
agreement would result in (i) limitation of its exposure to Mr. Pardee to no
more than some portion of his attorneys fees incurred and (ii) the stays in
Rhode Island being lifted, causing those cases to become active again. Approval
of the bankruptcy court was required. Mr. Pardee objected to the settlement, and
the bankruptcy court on October 26, 2007 sustained his objection. As of the date
of filing this report, we are uncertain as to (i) whether the ruling of the
bankruptcy court may be reversed on appeal, (ii) whether we may be able to reach
a substantively similar agreement that can be approved, or (iii) whether the
estate will proceed with its claims against Mr. Pardee. There can be no
assurance as to the ultimate outcome of these matters.
The reader should consider that any adverse judgment against us in these cases
for indemnification, in an amount materially in excess of any liability already
recorded in respect thereof, could have a material adverse effect on our
financial position.
OTHER LITIGATION. On June 2, 2004, Delmar Coleman filed a lawsuit in the circuit
court of Tuscaloosa, Alabama, which alleged that plaintiff Coleman was harmed by
an alleged failure to refer, in the notice given after repossession of her
vehicle, to the right to purchase the vehicle by tender of the full amount owed
under the retail installment contract. Plaintiff sought damages in an
unspecified amount, on behalf of a purported nationwide class. We removed the
case to federal bankruptcy court, and filed a motion for summary judgment as
part of our adversary proceeding against the plaintiff in the bankruptcy court.
The federal bankruptcy court granted the plaintiff's motion to send the matter
back to Alabama state court. We appealed the ruling, and the federal district
court, in which the appeal was heard, ordered the bankruptcy court to decide
whether the plaintiff had standing to pursue her claims, and, if standing were
found, to reconsider its remand decision. The bankruptcy court in May 2007
dismissed the lawsuit with prejudice.
In June 2004, Plaintiff Jeremy Henry filed a lawsuit against us in the
California Superior Court, San Diego County, alleging improper practices related
to the notice given after repossession of a vehicle that he purchased.
Plaintiff's motion for a certification of a class has been denied, and that
denial has been affirmed by the California Court of Appeal.
In August and September 2006, two plaintiffs represented by the same law firm
filed substantially identical lawsuits in the federal district court for the
northern district of Illinois, each of which purports to be a class action, and
each of which alleged that we improperly accessed consumer credit information.
We have settled both of these cases.
In December 2006 an individual resident of Ohio, Agborebot Bate-Eya, filed a
purported class counterclaim to a collection lawsuit brought by SeaWest
Financial Corp. ("SeaWest") in Ohio state court. The counterclaim alleged that a
form notice sent by SeaWest to counterplaintiff in December 2000, and used then
and at other times, was not compliant with Ohio law. In August 2007, the
counterplaintiff added us as an additional defendant, noting that we in April
2004 had purchased from SeaWest a number of consumer receivables, including that
of the counterplaintiff. We have filed a motion to dismiss the counterclaim, and
believe that our no more than tenuous connection to the counterplaintiff will
protect us from any material liability or expense. There can be no assurance,
however, as to the outcome of contested litigation, including this case.
We have recorded a liability as of September 30, 2007 that we believe represents
a sufficient allowance for legal contingencies, including those described above.
Any adverse judgment against us, if in an amount materially in excess of the
recorded liability, could have a material adverse effect on our financial
position.
14
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We are routinely involved in various legal proceedings resulting from our
consumer finance activities and practices, both continuing and discontinued. We
believe that there are substantive legal defenses to such claims, and intend to
defend them vigorously. There can be no assurance, however, as to the outcome.
(9) EMPLOYEE BENEFITS
We sponsor the MFN Financial Corporation Benefit Plan ("the Plan"). Plan
benefits were frozen September 30, 2001. The table below sets forth the Plan's
net periodic benefit cost for the nine-month periods ended September 30, 2007
and 2006.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2007 2006 2007 2006
------------ ------------ ------------ ------------
(IN THOUSANDS) (IN THOUSANDS)
Components of net periodic cost (benefit)
Service cost................................... $ - $ - $ - $ -
Interest Cost.................................. 223 219 669 657
Expected return on assets...................... (327) (287) (982) (861)
Amortization of transition (asset)/obligation.. (3) (3) (8) (8)
Amortization of net (gain) / loss.............. 20 42 59 124
------------ ------------ ------------ ------------
Net periodic cost (benefit).................. $ (87) $ (29) $ (262) $ (88)
------------ ------------ ------------ ------------
We made contributions to the Plan in the amount of $200,000 for the nine-months
ended September 30, 2007. We previously disclosed in our Financial Statements
for the year ended December 31, 2006 that we did not anticipate making any
contributions to the plan during 2007. We presently anticipate that no
additional contributions will be made during the remainder of 2007.
(10) COMPREHENSIVE INCOME
The components of comprehensive income are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ---------------------------
2007 2006 2007 2006
------------ ------------ ------------ ------------
(IN THOUSANDS) (IN THOUSANDS)
Net income .................................... $ 3,677 $ 4,265 $ 10,396 $ 8,682
Minimum pension liability, net of tax.......... - - - -
------------ ------------ ------------ ------------
Comprehensive income ........................ $ 3,677 $ 4,265 $ 10,396 $ 8,682
============ ============ ============ ============
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are a specialty finance company engaged in purchasing and servicing new and
used retail automobile contracts originated primarily by franchised automobile
dealerships and to a lesser extent by select independent dealers of used
automobiles in the United States. We serve as an alternative source of financing
for dealers, facilitating sales to sub-prime customers, who have limited credit
history, low income or past credit problems and who otherwise might not be able
to obtain financing from traditional sources. We do not currently lend money
directly to consumers but, rather, purchase automobile contracts from dealers
under several different financing programs. In addition to our purchases of
installment contracts from dealers, since October 2006 we have purchased an
immaterial number of vehicle purchase money loans, evidenced by promissory notes
and security agreements. A non-affiliated lender originated all such loans
directly to vehicle purchasers, and sold the loans to us. We plan to begin
financing vehicle purchases by direct loans to consumers in 2007, on terms
similar to those that we offer through dealers, though without a down payment
requirement. There can be no assurance as to the extent to which we will in fact
make any such loans, nor as to their future performance. We are headquartered in
Irvine, California and have three additional strategically located servicing
branches in Virginia, Florida and Illinois.
On March 8, 2002, we acquired MFN Financial Corporation and its subsidiaries in
a merger. On May 20, 2003, we acquired TFC Enterprises, Inc. and its
subsidiaries in a second merger. Each merger was accounted for as a purchase.
MFN Financial Corporation and its subsidiaries and TFC Enterprises, Inc. and its
subsidiaries were engaged in businesses similar to ours: buying automobile
contracts from dealers and servicing those automobile contracts. MFN Financial
Corporation and its subsidiaries ceased acquiring automobile contracts in May
2002; TFC continues to acquire automobile contracts under its "TFC programs,"
which provide financing for vehicle purchases exclusively by members of the
United States Armed Forces.
On April 2, 2004, we purchased a portfolio of automobile contracts and certain
other assets from SeaWest Financial Corporation and its subsidiaries. In
addition, we were named the successor servicer of three term securitization
transactions originally sponsored by SeaWest. We do not intend to offer
financing programs similar to those previously offered by SeaWest.
From inception through June 2003, we generated revenue primarily from the gains
recognized on the sale or securitization of automobile contracts, servicing fees
earned on automobile contracts sold, interest earned on residual interests
retained in securitizations, and interest earned on finance receivables. Since
July 2003, we have not recognized any gains from the sale of automobile
contracts. Instead, since July 2003 our revenues have been derived from interest
on finance receivables (for automobile contracts purchased since July 2003) and
to a lesser degree from servicing fees and interest earned on residual interests
in securitizations (for automobile contracts purchased prior to July 2003).
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 our
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 fund the transactions. Depending on the structure,
these transactions may properly 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.
16
When structured to be treated as a sale for accounting purposes, the assets and
liabilities of the special-purpose subsidiary are not consolidated with us.
Accordingly, the transaction removes the sold automobile contracts from our
consolidated balance sheet, the related debt does not appear as our debt, and
our consolidated balance sheet shows, as an asset, a retained residual interest
in the sold automobile contracts. The residual interest represents the
discounted value of what we expect will be the excess of future collections on
the automobile contracts over principal and interest due on the asset-backed
securities. That residual interest appears on our consolidated balance sheet as
"residual interest in securitizations," and the determination of its value is
dependent on our estimates of the future performance of the sold automobile
contracts.
CHANGE IN POLICY
Beginning in the third quarter of 2003, we began to structure our securitization
transactions so that they would be treated for financial accounting purposes as
secured financings, rather than as sales. All subsequent securitizations of
automobile contracts have been so structured. Prior to the third quarter of
2003, we had structured our securitization transactions to be treated as sales
of automobile contracts for financial accounting purposes. In our acquisitions
of MFN and TFC, we acquired automobile contracts that these companies had
previously securitized in securitization transactions that were treated as
secured financings for financial accounting purposes.
CREDIT RISK RETAINED
Whether a sale of automobile contracts in connection with a securitization or
warehouse credit facility 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 related
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 such automobile contracts could
therefore have a material adverse effect on both our liquidity and our results
of operations, regardless of whether such automobile contracts are treated for
financial accounting purposes as having been sold or as having been financed.
For estimation of the magnitude of such risk, it may be appropriate to look to
the size of our "managed portfolio," which represents both financed and sold
automobile contracts as to which such credit risk is retained. Our managed
portfolio as of September 30, 2007 was approximately $2,053.1 million (this
amount includes $776,000 of automobile contracts securitized by SeaWest, on
which we earn only servicing fees and have no credit risk).
RESULTS OF OPERATIONS
EFFECTS OF CHANGE IN SECURITIZATION STRUCTURE
Our decision in the third quarter 2003 to structure securitization transactions
as secured financings for financial accounting purposes, rather than as sales,
has affected and will affect the way in which the transactions are reported. The
major effects are these: (i) the automobile contracts are shown as assets on our
balance sheet; (ii) the debt issued in the transactions is shown as
indebtedness; (iii) cash deposited in the spread accounts to enhance the credit
of the securitization transactions is shown as "Restricted cash and equivalents"
on our balance sheet; (iv) cash collected from automobile purchasers and other
sources related to the automobile contracts prior to making the required
payments under the securitization agreements is also shown as "Restricted cash
and equivalents" on our balance sheet; (v) the servicing fee that we receive in
connection with such contracts is recorded as a portion of the interest earned
on such contracts in our statements of operations; (vi) we have initially and
periodically recorded as expense a provision for estimated credit losses on the
contracts in our statements of operations; and (vii) portions of scheduled
payments on the contracts and on the debt issued in the transactions
representing interest are recorded as interest income and expense, respectively,
in our statements of operations.
These changes collectively represent a deferral of revenue and acceleration of
expenses, and thus a more conservative approach to accounting for our operations
compared to the previous securitization transactions, which were accounted for
as sales at the consummation of the transaction. As a result of the changes, we
initially reported lower earnings than we would have reported if we had
continued to structure our transactions to require recognition of gain on sale.
It should also be noted that growth in our portfolio of receivables resulted in
an increase in expenses in the form of provision for credit losses, and
initially had a negative effect on net earnings. Our cash availability and cash
requirements should be unaffected by the change in structure.
17
Since the third quarter 2003, we have conducted 22 term securitizations. Of
these 22, 17 were quarterly securitizations of automobile contracts that we
purchased from automobile dealers under our regular programs. In addition, in
March 2004 and November 2005, we completed securitizations of our retained
interests in other securitizations that we and our affiliates previously
sponsored. We repaid the debt from the March 2004 transaction in August 2006 and
we repaid the debt from the November 2005 transaction in May 2007. In September
2004, we completed a securitization of automobile contracts purchased in the
SeaWest asset acquisition and under our TFC programs. In December 2005 and again
in May 2007 we completed securitizations that included automobile contracts
purchased under the TFC programs, automobile contracts purchased under the CPS
programs and automobile contracts we repurchased upon termination of prior
securitizations. All such securitizations since the third quarter of 2003 have
been structured as secured financings.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007
WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2006
REVENUES. During the three months ended September 30, 2007, revenues were $102.8
million, an increase of $29.0 million, or 39.4%, from the prior year period
revenue of $73.7 million. The primary reason for the increase in revenues is an
increase in interest income. Interest income for the three months ended
September 30, 2007 increased $26.8 million, or 37.9%, to $97.4 million from
$70.6 million in the prior year period. The primary reason for the increase in
interest income is the increase in finance receivables held by consolidated
subsidiaries.
Servicing fees totaling $274,000 in the three months ended September 30, 2007
decreased $359,000, or 56.7%, from $633,000 in the same period a year earlier.
The decrease in servicing fees is the result of the change in securitization
structure and the decline in our managed portfolio held by non-consolidated
subsidiaries, and also by the decline in the Seawest Third Party Portfolio. We
expect to continue to structure future securitizations as secured financings. As
a result, our managed portfolio held by non-consolidated subsidiaries will
continue to decline in future periods, and servicing fee revenue is anticipated
to decline proportionately. As of September 30, 2007 and 2006, our managed
portfolio owned by consolidated vs. non-consolidated subsidiaries and other
third parties was as follows:
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006
-------------------------- --------------------------
AMOUNT % AMOUNT %
------------ ------------ ------------ ------------
Total Managed Portfolio ($ IN MILLIONS)
Owned by Consolidated Subsidiaries........... $ 2,052.4 100.0% $ 1,424.2 96.2%
Owned by Non-Consolidated Subsidiaries....... - 0.0% 50.6 3.4%
SeaWest Third Party Portfolio................ 0.7 0.0% 5.9 0.4%
------------ ------------ ------------ ------------
Total........................................ $ 2,053.1 100.0% $ 1,480.7 100.0%
============ ============ ============ ============
At September 30, 2007, we were generating income and fees on a managed portfolio
with an outstanding principal balance of $2,053.1 million (this amount includes
$776,000 of automobile contracts securitized by SeaWest, on which we earn only
servicing fees), compared to a managed portfolio with an outstanding principal
balance of $1,480.7 million as of September 30, 2006. As the portfolios of
automobile contracts acquired in the MFN, TFC and SeaWest transactions decrease,
the portfolio of automobile contracts that we have purchased directly from
automobile dealers continues to expand. At September 30, 2007 and 2006, the
managed portfolio composition was as follows:
18
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006
-------------------------- --------------------------
AMOUNT % AMOUNT %
------------ ------------ ------------ ------------
Originating Entity ($ IN MILLIONS)
CPS......................................... $ 1,987.7 96.8% $ 1,406.7 95.0%
TFC......................................... 63.1 3.1% 61.4 4.1%
MFN......................................... 0.2 0.0% 0.4 0.0%
SeaWest..................................... 1.4 0.1% 6.3 0.4%
SeaWest Third Party Portfolio............... 0.7 0.0% 5.9 0.4%
------------ ------------ ------------ ------------
Total....................................... $ 2,053.1 100.0% $ 1,480.7 100.0%
============ ============ ============ ============
Other income increased $2.6 million, or 105.9%, to $5.1 million in the
three-month period ended September 30, 2007 from $2.5 million during the same
period a year earlier. Other income includes $1.2 million resulting from an
increase in the carrying value of our residual interest in securitizations. The
carrying value was increased primarily as a result of the underlying receivables
having incurred fewer losses than we had previously estimated. Other income was
also impacted by decreases in recoveries on MFN and certain other automobile
contracts compared to the same period of the prior year, increases in
convenience fees charged to obligors for certain transaction types, recoveries
on certain SeaWest receivables and increased revenue on our direct mail
services. Direct mail services are provided to our dealers and consist of
customized solicitations targeted to prospective vehicle purchasers, in
proximity to the dealer, who appear to meet our credit criteria.
EXPENSES. Our operating expenses consist primarily of provisions for credit
losses, interest expense, employee costs and general and administrative
expenses. Provisions for credit losses and interest expense are significantly
affected by the volume of automobile contracts we purchased during a period and
by the outstanding balance of finance receivables held by consolidated
subsidiaries. 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 the unemployment level.
Employee costs include base salaries, commissions and bonuses paid to employees,
and certain expenses related to the accounting treatment of outstanding warrants
and 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 primarily of facilities expenses, telephone and
other communication services, credit services, computer services, professional
services, marketing and advertising expenses, and depreciation and amortization.
Total operating expenses were $96.4 million for the three months ended September
30, 2007, compared to $69.5 million for the same period a year earlier, an
increase of $26.9 million, or 38.8%. The increase is primarily due to increases
in provision for credit losses and interest expense, which increased by $12.3
million and $11.3 million, or 51.0% and 45.1%, respectively. Both interest
expense and provision for credit losses are directly affected by the growth in
our portfolio of automobile contracts held by consolidated affiliates. During
the three-month period ended September 30, 2007, we purchased 22,012 automobile
contracts aggregating $340.2 million, compared to 16,541 automobile contracts
aggregating $254.4 million in the same period of the prior year. At September
30, 2007, we were earning interest and providing for credit losses on a
portfolio with an outstanding principal balance of $2,052.4 million compared to
a portfolio with an outstanding principal balance of $1,424.2 million as of
September 30, 2006. We have increased contract purchases through our continued
efforts of adding marketing representatives, expanding into new geographic
territories and increasing penetration of existing dealers through an emphasis
on service.
Employee costs for the three months ended September 30, 2007 increased by $2.3
million, or 24.7%, to $11.6 million from the prior year period of $9.3 million.
The increase in employee costs is the result of additions to our staff,
generally throughout all areas of the Company, to accommodate greater volumes of
contract purchases and the resulting higher balance of our managed portfolio. As
of September 30, 2007 we had 938 employees compared to 705 employees at
September 30, 2006. In the 2007 period, employee costs represented 12.0% of
total operating expenses compared to 13.4% of total operating expenses in the
prior year period. The decrease in employee costs as a percentage of total
operating expenses reflects the higher total of operating expenses, primarily a
result of the increased provision for credit losses and interest expense.
19
General and administrative expenses increased by $176,000, or 2.9%, to $6.3
million and represented 6.6% of total operating expenses in the three-month
period ending September 30, 2007, as compared to $6.2 million in the prior year
period when general and administrative expenses represented 8.9% of total
operating expenses. The increase is attributable to the increase in volume of
our finance receivable purchases and the corresponding increase in our managed
portfolio. The decrease as a percentage of total operating expenses reflects the
higher operating expenses primarily a result of the provision for credit losses
and interest expense.
Interest expense for the three-month period ended September 30, 2007 increased
$11.3 million, or 45.1%, to $36.4 million, compared to $25.0 million in the same
period of the previous year. The increase is primarily the result of increases
in the amount of securitization trust debt on our balance sheet, increased use
of our warehouse lending facilities to accommodate increases in the volume of
our finance receivables purchases and a gradual increase in market rates.
Interest expense on securitization debt and warehouse facilities increased by
$9.2 million and $1.2 million, respectively in the three-month period ended
September 30, 2007 compared to the prior year period. We also experienced a
decrease of $15,000 in interest on subordinated debt and an increase of $909,000
on residual interest expense from the 2006 to the 2007 period.
Marketing expenses consist primarily of commission-based compensation paid to
our employee marketing representatives and increased by $1.1 million, or 31.5%,
to $4.8 million, compared to $3.6 million in the same period of the previous
year, and represented 4.9% of total operating expenses. The increase is
primarily due to the increase in automobile contracts we purchased during the
three months ended September 30, 2007 as compared to the prior year period.
Occupancy expenses decreased slightly to $949,000 from $1.1 million the previous
year and represented 1.1% of total operating expenses.
Depreciation and amortization expenses decreased by $76,000, or 37.1%, to
$128,000 from $204,000 in the same period of the previous year.
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007
WITH THE NINE MONTHS ENDED SEPTEMBER 30, 2006
REVENUES. During the nine months ended September 30, 2007, revenues were $285.0
million, an increase of $86.1 million, or 43.3%, from the prior year period
revenue of $198.9 million. The primary reason for the increase in revenues is an
increase in interest income. Interest income for the nine months ended September
30, 2007 increased $79.2 million, or 42.1%, to $267.4 million from $188.2
million in the prior year period. The primary reason for the increase in
interest income is the increase in finance receivables held by consolidated
subsidiaries.
Servicing fees totaling $669,000 in the nine months ended September 30, 2007
decreased $1.8 million, or 72.5%, from $2.4 million in the same period a year
earlier. The decrease in servicing fees is the result of the change in
securitization structure and the decline in our managed portfolio held by
non-consolidated subsidiaries, and also by the decline in the Seawest Third
Party Portfolio. As a result of our plans to structure future securitizations as
secured financings, our managed portfolio held by non-consolidated subsidiaries
will continue to decline in future periods, and servicing fee revenue is
anticipated to decline proportionately.
At September 30, 2007, we were generating income and fees on a managed portfolio
with an outstanding principal balance of $2,053.1 million (this amount includes
$776,000 of automobile contracts securitized by SeaWest, on which we earn only
servicing fees), compared to a managed portfolio with an outstanding principal
balance of $1,480.7 million as of September 30, 2006. As the portfolios of
automobile contracts acquired in the MFN, TFC and SeaWest transactions decrease,
the portfolio of automobile contracts that we purchased directly from automobile
dealers continues to expand.
20
Other income increased $8.7 million, or 104.0%, to $17.0 million in the
nine-month period ended September 30, 2007 from $8.3 million during the same
period a year earlier. Other income includes $4.8 million resulting from an
increase in the carrying value of our residual interest in securitizations. The
carrying value was increased primarily as a result of the underlying receivables
having incurred fewer losses than we had previously estimated. Other income also
includes $1.7 million from the sale of certain charged off receivables. The
charged off receivables were predominately from the acquisitions of MFN, TFC and
SeaWest, but also included some receivables that we had previously repurchased
from securitizations sponsored by non-consolidated subsidiaries. Other income
was also impacted by decreases in recoveries on MFN and certain other automobile
contracts compared to the same period of the prior year, increases in
convenience fees charged to obligors for certain transaction types, recoveries
on certain SeaWest receivables and increased revenue on our direct mail
services. Direct mail services are provided to our dealers and consist of
customized solicitations targeted to prospective vehicle purchasers, in
proximity to the dealer, who appear to meet our credit criteria.
EXPENSES. Our operating expenses consist primarily of provisions for credit
losses, interest expense, employee costs and general and administrative
expenses. Provisions for credit losses and interest expense are significantly
affected by the volume of automobile contracts we purchased during a period and
by the outstanding balance of finance receivables held by consolidated
subsidiaries. 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 the unemployment level.
Employee costs include base salaries, commissions and bonuses paid to employees,
and certain expenses related to the accounting treatment of outstanding warrants
and 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 primarily of facilities expenses, telephone and
other communication services, credit services, computer services, professional
services, marketing and advertising expenses, and depreciation and amortization.
Total operating expenses were $267.1 million for the nine months ended September
30, 2007, compared to $190.3 million for the same period a year earlier, an
increase of $76.8 million, or 40.3%. The increase is primarily due to increases
in provision for credit losses and interest expense, which increased by $33.1
million and $34.2 million, or 50.7% and 52.3%, respectively. Both interest
expense and provision for credit losses are directly affected by the growth in
our portfolio of automobile contracts held by consolidated affiliates. During
the nine-month period ended September 30, 2007, we purchased 65,909 automobile
contracts aggregating $1,016.5 million, compared to 50,893 automobile contracts
aggregating $777.7 million in the same period of the prior year. At September
30, 2007, we were earning interest and providing for credit losses on a
portfolio with an outstanding principal balance of $2,052.4 million compared to
a portfolio with an outstanding principal balance of $1,424.2 million as of
September 30, 2006. We have increased contract purchases through our continued
efforts of adding marketing representatives, expanding into new geographic
territories and increasing penetration of existing dealers through an emphasis
on service.
Employee costs for the nine months ended September 30, 2007 increased by $5.4
million, or 18.9%, to $33.7 million from the prior year period of $28.3 million.
The increase in employee costs is the result of additions to our staff,
generally throughout all areas of the Company, to accommodate greater volumes of
contract purchases and the resulting higher balance of our managed portfolio. As
of September 30, 2007 we had 938 employees compared to 705 employees at
September 30, 2006. In the 2007 period, employee costs represented 12.6% of
total operating expenses compared to 14.9% of total operating expenses in the
prior year period. The decrease in employee costs as a percentage of total
operating expenses reflects the higher total of operating expenses, primarily a
result of the increased provision for credit losses and interest expense.
General and administrative expenses increased by $1.4 million, or 8.5%, to $18.4
million and represented 6.9% of total operating expenses in the nine-month
period ending September 30, 2007, as compared to $16.9 million in the prior year
period when general and administrative expenses represented 8.9% of total
operating expenses. The increase is attributable to the increase volume of our
finance receivable purchases and the corresponding increase in our managed
portfolio. The decrease as a percentage of total operating expenses reflects the
higher operating expenses primarily a result of the provision for credit losses
and interest expense.
21
Interest expense for the nine-month period ended September 30, 2007 increased
$34.2 million, or 52.3%, to $99.6 million, compared to $65.4 million in the same
period of the previous year. The increase is primarily the result of increases
in the amount of securitization trust debt on our balance sheet, increased use
of our warehouse lending facilities to accommodate increases in the volume of
our finance receivables purchases and a gradual increase in market rates.
Interest expense on securitization debt and warehouse facilities increased by
$29.9 million and $4.3 million, respectively in the nine-month period ended
September 30, 2007 compared to the prior year period. We also experienced an
increase of $206,000 in interest on subordinated debt and a decrease of $199,000
on residual interest expense from the 2006 to the 2007 period.
Marketing expenses consist primarily of commission-based compensation paid to
our employee marketing representatives and increased by $2.9 million, or 27.4%,
to $13.6 million, compared to $10.7 million in the same period of the previous
year, and represented 5.1% of total operating expenses. The increase is
primarily due to the increase in automobile contracts we purchased during the
nine months ended September 30, 2007 as compared to the prior year period.
Occupancy expenses were $2.8 million for the nine months ended September 30,
2007, representing 1.1% of total operating expenses and were $105,000 less than
the prior year period.
Depreciation and amortization expenses decreased by $178,000, or 29.8%, to
$418,000 from $596,000 in the same period of the previous year.
CREDIT EXPERIENCE
Our financial results are dependent on the performance of the automobile
contracts in which we retain an ownership interest. The table below documents
the delinquency, repossession and net credit loss experience of all automobile
contracts that we were servicing (excluding automobile contracts from the
SeaWest Third Party Portfolio) as of the respective dates shown. Credit
experience for CPS, MFN (since the date of the MFN transaction), TFC (since the
date of the TFC transaction) and SeaWest (since the date of the SeaWest
transaction) is shown on a combined basis in the table below.
DELINQUENCY EXPERIENCE (1)
CPS, MFN, TFC AND SEAWEST COMBINED
SEPTEMBER 30, 2007 SEPTEMBER 30, 2006 DECEMBER 31, 2006
------------------------- ------------------------- -------------------------
NUMBER OF NUMBER OF NUMBER OF
CONTRACTS AMOUNT CONTRACTS AMOUNT CONTRACTS AMOUNT
----------- ------------ ----------- ------------ ----------- ------------
(DOLLARS IN THOUSANDS)
DELINQUENCY EXPERIENCE
Gross servicing portfolio (1)..................... 161,984 $ 2,055,962 120,328 $ 1,482,375 126,574 $ 1,568,329
Period of delinquency (2)
31-60 days..................................... 4,358 50,691 2,842 31,193 3,275 37,328
61-90 days..................................... 2,205 25,691 1,281 13,857 1,367 14,903
91+ days....................................... 1,678 18,469 1,021 9,112 1,035 10,301
----------- ------------ ----------- ------------ ----------- ------------
Total delinquencies (2)........................... 8,241 94,851 5,144 54,162 5,677 62,532
Amount in repossession (3)........................ 2,569 29,748 1,770 19,499 2,148 24,135
----------- ------------ ----------- ------------ ----------- ------------
Total delinquencies and amount in
repossession (2)................................ 10,810 $ 124,599 6,914 $ 73,661 7,825 $ 86,667
=========== ============ =========== ============ =========== ============
Delinquencies as a percentage of gross
servicing portfolio............................. 5.1% 4.6% 4.3% 3.7% 4.5% 4.0%
Total delinquencies and amount in repossession
as a percentage of gross servicing portfolio.... 6.7% 6.1% 5.7% 5.0% 6.2% 5.5%
____________________________________
(1) ALL AMOUNTS AND PERCENTAGES ARE BASED ON THE AMOUNT REMAINING TO BE REPAID
ON EACH AUTOMOBILE CONTRACT, INCLUDING, FOR PRE-COMPUTED AUTOMOBILE CONTRACTS,
ANY UNEARNED INTEREST. THE INFORMATION IN THE TABLE REPRESENTS THE GROSS
PRINCIPAL AMOUNT OF ALL AUTOMOBILE CONTRACTS PURCHASED BY US, INCLUDING
AUTOMOBILE CONTRACTS SUBSEQUENTLY SOLD BY US IN SECURITIZATION TRANSACTIONS THAT
WE CONTINUE TO SERVICE. THE TABLE DOES NOT INCLUDE AUTOMOBILE CONTRACTS FROM THE
SEAWEST THIRD PARTY PORTFOLIO.
(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.
(3) AMOUNT IN REPOSSESSION REPRESENTS FINANCED VEHICLES THAT HAVE BEEN
REPOSSESSED BUT NOT YET LIQUIDATED.
22
NET CHARGE-OFF EXPERIENCE (1)
CPS, MFN, TFC AND SEAWEST COMBINED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
2007 2006 2006
-------------- -------------- --------------
(DOLLARS IN THOUSANDS)
Average servicing portfolio outstanding.......... $ 1,837,634 $ 1,312,348 $ 1,367,935
Annualized net charge-offs as a percentage of
average servicing portfolio (2)................ 5.0% 4.0% 4.5%
_________________________
(1) ALL AMOUNTS AND PERCENTAGES ARE BASED ON THE PRINCIPAL AMOUNT SCHEDULED TO
BE PAID ON EACH AUTOMOBILE CONTRACT, NET OF UNEARNED INCOME ON PRE-COMPUTED
AUTOMOBILE CONTRACTS. THE INFORMATION IN THE TABLE REPRESENTS ALL AUTOMOBILE
CONTRACTS SERVICED BY US (EXCLUDING AUTOMOBILE CONTRACTS FROM THE SEAWEST THIRD
PARTY PORTFOLIO). (2) NET CHARGE-OFFS INCLUDE THE REMAINING PRINCIPAL BALANCE,
AFTER THE APPLICATION OF THE NET PROCEEDS FROM THE LIQUIDATION OF THE VEHICLE
(EXCLUDING ACCRUED AND UNPAID INTEREST) AND AMOUNTS COLLECTED SUBSEQUENT TO THE
DATE OF CHARGE-OFF, INCLUDING SOME RECOVERIES WHICH HAVE BEEN CLASSIFIED AS
OTHER INCOME IN THE ACCOMPANYING INTERIM FINANCIAL STATEMENTS. SEPTEMBER 30,
2007 AND SEPTEMBER 30, 2006 PERCENTAGE REPRESENTS NINE MONTHS ENDED SEPTEMBER
30, 2007 AND SEPTEMBER 30, 2006 ANNUALIZED. DECEMBER 31, 2006 REPRESENTS 12
MONTHS ENDED DECEMBER 31, 2006.
LIQUIDITY AND CAPITAL RESOURCES
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 operating activities, including proceeds from sales of
automobile contracts, amounts borrowed under various revolving credit facilities
(also sometimes known as warehouse credit facilities), servicing fees on
portfolios of automobile contracts previously sold in securitization
transactions or serviced for third parties, customer payments of principal and
interest on finance receivables, and releases of cash from securitized pools of
automobile contracts in which we have retained a residual ownership interest and
from the spread account associated with such pools. Our primary uses of cash
have been the purchases of automobile contracts, repayment of amounts borrowed
under lines of credit and otherwise, operating expenses such as employee,
interest, occupancy expenses and other general and administrative expenses, the
establishment of spread account and initial overcollateralization, and 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 account), the rate of expansion or contraction in our managed portfolio,
and the terms upon which we are able to acquire, sell, and borrow against
automobile contracts.
Net cash provided by operating activities for the nine-month period ended
September 30, 2007 was $52.2 million compared to net cash provided by operating
activities for the nine-month period ended September 30, 2006 of 22.9 million.
Cash provided by operating activities is affected by our increased net earnings
before the significant increase in the provision for credit losses. This impact
is somewhat negated by the increase in restricted cash as a result of our
pre-funding structure used in the securitization of our finance receivables. The
pre-funding structure allows us to issue securitization trust debt approximately
one month prior to purchasing finance receivables that collateralize the debt.
In those cases, certain of the proceeds of the securitization debt are held as
restricted cash until such time as the additional collateral is delivered to the
related trust.
23
Net cash used in investing activities for the nine-month period ended September
30, 2007 and 2006 was $584.5 million and $448.7 million, respectively. Cash used
in investing activities has primarily related to purchases of automobile
contracts less principal amortization on our consolidated portfolio of
automobile contracts.
Net cash provided by financing activities for the nine months ended September
30, 2007 and 2006, was $535.0 million and $423.3 million, respectively. Cash
provided by financing activities is generally related to the issuance of new
securitization trust debt. We issued $1,035.5 million and $786.1 million of such
debt in the nine-month periods ended September 30, 2007 and 2006, respectively.
Cash used in financing activities also includes the repayment of securitization
trust debt of $498.2 million and $356.3 million for the nine-month periods ended
September 30, 2007 and 2006, respectively.
We purchase automobile contracts from dealers for a cash price approximating
their principal amount, adjusted for an acquisition fee that may either increase
or decrease the automobile contract purchase price. Those automobile contracts
generate cash flow, however, over a period of years. As a result, we have been
dependent on warehouse credit facilities to purchase automobile contracts, and
on the availability of cash from outside sources in order to finance our
continuing operations, as well as to fund the portion of automobile contract
purchase prices not financed under revolving warehouse credit facilities. As of
September 30, 2007, we had $425 million in warehouse credit capacity, in the
form of two $200 million senior facilities and one $25 million subordinated
facility. The subordinated facility, which is used with each of the senior
facilities, was established on January 12, 2007 and expires on January 12, 2008.
One $200 million senior facility provides funding for automobile contracts
purchased under the TFC programs while both senior facilities provide funding
for automobile contracts purchased under the CPS programs.
The first of the two senior warehouse facilities mentioned above is structured
to allow us to fund a portion of the purchase price of automobile contracts by
drawing against a floating rate variable funding note issued by our consolidated
subsidiary Page Three Funding LLC. This facility was established on November 15,
2005, and expires on November 8, 2007, although it is renewable with the mutual
agreement of the parties. On November 8, 2006 the facility was increased from
$150 million to $200 million and the advance was increased to 83% from 80% of
eligible contracts, subject to collateral tests and certain other conditions and
covenants. On January 12, 2007 the facility was amended to allow for the
issuance of subordinated notes and the maximum advance was increased to 93%.
Senior notes under this facility accrue interest at a rate of one-month LIBOR
plus 2.00% per annum while subordinated notes accrue interest at a rate of
one-month LIBOR plus 5.50% per annum. At September 30, 2007, $59.3 million in
senior and subordinated notes were outstanding.
The second of the two senior warehouse facilities is similarly structured to
allow us to fund a portion of the purchase price of automobile contracts by
drawing against a floating rate variable funding note issued by our consolidated
subsidiary Page Funding LLC. This facility was entered into on September 30,
2004. On September 29, 2005 the facility was increased from $100 million to $125
million and further amended to provide for funding for automobile contracts
purchased under the TFC programs. It was increased again to $200 million on
August 31, 2005. Up to 93.0% of the principal balance of automobile contracts
may be advanced to us in senior and subordinated notes, subject to collateral
tests and certain other conditions and covenants. Senior notes under this
facility accrue interest at a rate of one-month LIBOR plus 2.00% per annum while
subordinated notes accrue interest at a rate of one-month LIBOR plus 5.50% per
annum. This facility was renewed as of September 30, 2007, and now expires on
September 30, 2008. At September 30, 2007, $19.8 million in senior and
subordinated notes were outstanding.
The balance under these warehouse facilities generally will increase as we
purchase additional automobile contracts, until we effect a securitization
utilizing automobile contracts pledged to the warehouse facilities. Proceeds
from the securitization are then used to pay down the outstanding balance of the
warehouse facilities.
24
For the portfolio owned by consolidated subsidiaries, cash released from Trusts
and their related spread accounts to us for the nine-month period ended
September 30, 2007 and 2006, was $2.7 million and $11.1 million, respectively.
Changes in the amount of credit enhancement required for term securitization
transactions and releases from Trusts and their related spread account are
affected by the relative size, seasoning and performance of the various pools of
automobile contracts securitized that make up our managed portfolio to which the
respective spread account is related. Furthermore, the trend in our recent
securitizations has been towards credit enhancements that require a lower
proportion of spread account cash and a greater proportion of
over-collateralization. This trend has led to significantly lower levels of
restricted cash and releases from trusts relative to the size of our managed
portfolio.
The acquisition of automobile contracts for subsequent sale in securitization
transactions, and the need to fund the 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 advance rate on the warehouse facilities, the required
level of initial credit enhancement in securitizations, and the extent to which
the previously established Trusts and their related spread account either
release cash to us or capture cash from collections on securitized automobile
contracts. We are limited in our ability to purchase automobile contracts by our
available cash and the capacity of our warehouse facilities. As of September 30,
2007, we had unrestricted cash on hand of $16.9 million and available capacity
from our warehouse credit facilities of $320.9 million, subject to the
availability of suitable automobile contracts to serve as collateral and of
sufficient cash to fund the portion of such automobile contracts purchase price
not advanced under the warehouse facilities. Our plans to manage our liquidity
include the completion of additional term securitizations that may result in
additional unrestricted cash through repayment of the warehouse facilities, and
matching our levels of automobile contract purchases to our availability of
cash. There can be no assurance that we will be able to complete term
securitizations on favorable economic terms or that we will be able to complete
term securitizations at all. If we are unable to complete such securitizations,
interest income and other portfolio related income would decrease.
Our primary means of ensuring that our cash demands do not exceed our cash
resources is to match our levels of automobile contract purchases to our
availability of cash. Our ability to adjust the quantity of automobile contracts
that it purchases and securitizes will be subject to general competitive
conditions and the continued availability of warehouse credit facilities. There
can be no assurance that the desired level of automobile contract acquisition
can be maintained or increased. 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 only if the amount of credit
enhancement has reached specified levels and/or the delinquency, defaults or net
losses related to the automobile contracts in the pool are below certain
predetermined levels. In the event delinquencies, defaults or net losses on the
automobile contracts exceed such levels, the terms of the securitization: (i)
may require increased credit enhancement to be accumulated for the particular
pool; (ii) may restrict the distribution to us of excess cash flows associated
with other pools; or (iii) in certain circumstances, may permit the note
insurers to require the transfer of servicing on some or all of the automobile
contracts to another servicer. There can be no assurance that collections from
the related Trusts will continue to generate sufficient cash.
The terms of the various securitization agreements related to the issuance of
the securitization trust debt and the warehouse credit facilities 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 and maximum financial losses.
In addition, certain securitization and non-securitization related debt contain
cross-default provisions, which would allow certain creditors to declare a
default if a default were declared under a different facility. As of September
30, 2007, we were in compliance with all such financial covenants.
25
The securitization agreements of our term securitization transactions are
terminable by the note insurers in the event of certain defaults by us and under
certain other circumstances. Similar termination rights are held by the lenders
in the warehouse credit facilities. Were a note insurer (or the lenders in such
warehouse facilities) in the future to exercise its option to terminate the
securitization agreements, such a termination would have a material adverse
effect on our liquidity and results of operations. We continue to receive
Servicer extensions on a monthly and/or quarterly basis, pursuant to the
securitization agreements.
In our annual report on Form 10-K we identified as one of our capital
requirements our obligation to repay $25.0 million of outstanding senior secured
debt by its maturity date of May 31, 2007. In July 2007, we opened a combination
term and revolving residual credit facility, and used a portion of our initial
draw under that facility to repay our remaining outstanding debt under this
obligation, after having been partially repaid and amended with respect to the
maturity date during the preceding quarter.
Under this facility, we have used and intend to use eligible residual interests
in securitizations as collateral for floating rate borrowings. The amount that
may be borrowed is computed using an agreed valuation methodology of the
residuals, subject to an overall maximum principal amount of $120 million that
may be borrowed represented by (i) a $60 million Class A-1 Variable Funding Note
(the "Revolving Note"), and (ii) a $60 million Class A-2 Term Note (the "Term
Note"). The facility's revolving feature is to expire by its terms in July 2008.
The Term Note has been fully drawn and is due in July 2009.
Our indebtedness under the new facility carries interest rates higher than the
weighted average interest rates of the debt it replaces. Accordingly, we
anticipate that our interest expense over the next one to two years will
increase, over and above the increase that would be expected as a result of
increases in the amount of securitization trust debt outstanding.
CRITICAL ACCOUNTING POLICIES
(A) ALLOWANCE FOR FINANCE CREDIT LOSSES
In order to estimate an appropriate allowance for losses incurred on finance
receivables held on our Unaudited Condensed Consolidated Balance Sheet, we use a
loss allowance methodology commonly referred to as "static pooling," which
stratifies our finance receivable portfolio into separately identified pools.
Using analytical and formula-driven techniques, we estimate an allowance for
finance credit losses, which management believes is adequate for probable credit
losses that can be reasonably estimated in our portfolio of finance receivable
automobile contracts. Provision for losses is charged to our Unaudited
Consolidated Statement of Operations. Net losses incurred on finance receivables
are charged to the allowance. Management evaluates the adequacy of the allowance
by examining current delinquencies, the characteristics of the portfolio and the
value of the underlying collateral. As conditions change, our level of
provisioning and/or allowance may change as well.
(B) CONTRACT ACQUISITION FEES AND ORIGINATIONS COSTS
Upon purchase of a Contract from a Dealer, we generally charge or advance the
Dealer an acquisition fee. For Contracts securitized in pools which were
structured as sales for financial accounting purposes, the acquisition fees
associated with Contract purchases were deferred until the Contracts were
securitized, at which time the deferred acquisition fees were recognized as a
component of the gain on sale.
For Contracts purchased and securitized in pools which are structured as secured
financings for financial accounting purposes, dealer acquisition fees and
deferred originations costs are reduced against the carrying 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.
26
(C) INCOME TAXES
We and our subsidiaries file consolidated federal income and combined state
franchise tax returns. 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 have estimated a valuation allowance against
that portion of the deferred tax asset whose utilization in future period is not
more than likely. In determining the possible realization of deferred tax
assets, future taxable income from the following sources are considered: (a) the
reversal of taxable temporary differences; (b) future operations exclusive of
reversing temporary differences; and (c) tax planning strategies that, if
necessary, would be implemented to accelerate taxable income into a period in
which net operating losses might otherwise expire.
(D) STOCK-BASED COMPENSATION
Effective January 1, 2006, we adopted Statement of Financial Accounting
Standards No. 123(R), "Share-Based Payment, revised 2004" ("SFAS 123R"),
prospectively for all option awards granted, modified or settled on or after
January 1, 2006, using the modified prospective method. Under this method, we
recognize compensation costs in the financial statements for all share-based
payments granted subsequent to December 31, 2005 based on the grant date fair
value estimated in accordance with the provisions of SFAS 123(R).
In December 2005, the Compensation Committee of the Board of Directors approved
accelerated vesting of all the outstanding stock options issued by us. Options
to purchase 2,113,998 shares of our common stock, which would otherwise have
vested from time to time through 2010, became immediately exercisable as a
result of the acceleration of vesting. The decision to accelerate the vesting of
the options was made primarily to reduce non-cash compensation expenses that
would have been recorded in our income statement in future period upon the
adoption of Financial Accounting Standards Board Statement No. 123(R) in January
2006.
For the nine months ended September 30, 2007, we recorded $785,000 in
stock-based compensation costs, resulting from grants of options during the
period and vesting of previously granted options. As of September 30, 2007,
there were $4.4 million in unrecognized stock-based compensation costs to be
recognized over future periods.
Prior to January 1, 2006, as was permitted by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"),
we accounted for stock-based employee compensation plans in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations, whereby stock options are recorded at
intrinsic value equal to the excess of the share price over the exercise price
at the date of grant.
FORWARD LOOKING STATEMENTS
This report on Form 10-Q 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. Our
provision for credit losses is a forward-looking statement, as it is dependent
on our estimates as to future chargeoffs and recovery rates. Factors that could
affect charge-offs and recovery rates include changes in the general economic
climate, which could affect the willingness or ability of obligors to pay
pursuant to the terms of automobile contracts, changes in laws respecting
consumer finance, which could affect our ability to enforce rights under
automobile 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 automobile contracts, which would affect our
ability to purchase automobile contracts, the terms on which we are able to
finance such purchases, the willingness of Dealers to sell automobile contracts
to us on the terms that we offer, and the terms on which we are able to complete
term securitizations once automobile contracts are acquired. Factors that could
affect our expenses in the current year include competitive conditions in the
market for qualified personnel and interest rates (which affect the rates that
we pay on Notes issued in our securitizations). The statements concerning our
structuring future securitization transactions as secured financings and the
effects of such structures on financial items and on our future profitability
also are forward-looking statements. Any change to the structure of our
securitization transaction could cause such forward-looking statements not to be
accurate. 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
automobile contracts, any changes in that rate, the credit performance of such
automobile contracts, the financial terms of future securitizations, any changes
in such terms over time, and other factors that generally affect our
profitability.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
We are subject to interest rate risk during the period between when automobile
contracts are purchased from Dealers and when such automobile contracts become
part of a term securitization. Specifically, the interest rates on the warehouse
facilities are adjustable while the interest rates on the automobile contracts
are fixed. Historically, our term securitization facilities have had fixed rates
of interest. To mitigate some of this risk, we have in the past, and intend to
continue to, structure certain of our securitization transactions to include
pre-funding structures, in which the amount of Notes issued exceeds the amount
of automobile contracts initially sold to the Trusts. In pre-funding, the
proceeds from the pre-funded portion are held in an escrow account until we sell
the additional automobile contracts to the Trust in amounts up to the balance of
the pre-funded escrow account. In pre-funded securitizations, we lock in the
borrowing costs with respect to the automobile contracts it subsequently
delivers to the 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 automobile
contracts and the interest rate paid on the Notes outstanding, as to the amount
of which there can be no assurance.
There have been no material changes in market risks since December 31, 2006.
ITEM 4. CONTROLS AND PROCEDURES
We maintain a system of internal controls and procedures designed to provide
reasonable assurance as to the reliability of our published financial statements
and other disclosures included in this report. As of the end of the period
covered by this report, we evaluated the effectiveness of the design and
operation of such disclosure controls and procedures. Based upon that
evaluation, the principal executive officer (Charles E. Bradley, Jr.) and the
principal financial officer (Jeffrey P. Fritz) concluded that the disclosure
controls and procedures are effective in recording, processing, summarizing and
reporting, on a timely basis, material information relating to us that is
required to be included in our reports filed under the Securities Exchange Act
of 1934. There have been no significant changes in our internal controls over
financial reporting during our most recently completed fiscal quarter that
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information provided under the caption "Legal Proceedings" in our Annual
Report on Form 10-K for the year ended December 31, 2006, is incorporated herein
by reference. In addition, the reader should be aware of the following:
Our annual report on Form 10-K disclosed that a hearing to consider a proposed
settlement of an adversary action arising out of the bankruptcy of Stanwich
Financial Services Corp. would be held in March 2007 in the federal bankruptcy
court sitting in Connecticut. The court in October 2007 rejected the settlement.
As of the date of filing this report, we are uncertain as to (i) whether the
ruling of the bankruptcy court may be reversed on appeal, (ii) whether we may be
able to reach a similar agreement that can be approved, or (iii) whether the
estate will proceed with its adversary action. There can be no assurance as to
the outcome.
Our annual report on Form 10-K also disclosed that the COLEMAN matter, a
purported class action arising out of alleged irregularities in the notices we
gave following repossessions of vehicles, was pending before the federal
bankruptcy court in Alabama. That court has since dismissed with prejudice the
claims of the plaintiff Coleman.
Our annual report on Form 10-K also disclosed that in the HENRY matter, a
purported class action arising out of alleged irregularities in the notices
given following repossessions of vehicles, the plaintiff's appeal of the trial
court's denial of a class certification motion was pending before the Court of
Appeal of California. That court has since affirmed the denial of class
certification. The case continues in the trial court, on an individual basis and
not a class basis.
In December 2006 an individual resident of Ohio, Agborebot Bate-Eya, filed a
purported class counterclaim to a collection lawsuit brought by SeaWest
Financial Corp. ("SeaWest") in Ohio state court. The counterclaim alleged that a
form notice sent by SeaWest to counterplaintiff in December 2000, and used then
and at other times, was not compliant with Ohio law. In August 2007, the
counterplaintiff added us as an additional defendant, noting that we in April
2004 had purchased from SeaWest a number of consumer receivables, including that
of the counterplaintiff. We have filed a motion to dismiss the counterclaim, and
believe that our no more than tenuous connection to the counterplaintiff will
protect us from any material liability or expense. There can be no assurance,
however, as to the outcome of contested litigation, including this case.
We are routinely involved in various legal proceedings resulting from our
consumer finance activities and practices, both continuing and discontinued. We
believe that there are substantive legal defenses to such claims, and intend to
defend them vigorously. There can be no assurance, however, as to the outcome.
ITEM 1A. RISK FACTORS
We remind the reader that risk factors are set forth in Item 1A of our report on
Form 10-K, filed with the U.S. Securities and Exchange Commission on March 9,
2007.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended September 30, 2007, we purchased a total of
1,755,251 shares of our common stock, as described in the following table:
29
ISSUER PURCHASES OF EQUITY SECURITIES
TOTAL NUMBER OF APPROXIMATE DOLLAR
TOTAL SHARES PURCHASED AS VALUE OF SHARES THAT
NUMBER OF AVERAGE PART OF PUBLICLY MAY YET BE PURCHASED
SHARES PRICE PAID ANNOUNCED PLANS OR UNDER THE PLANS OR
PERIOD (1) PURCHASED PER SHARE PROGRAMS(2) PROGRAMS
------------- ------------- --------------------- ----------------------
July 2007 65,261 $ 5.96 65,261 $ 3,274,687
August 2007 (3) 1,689,790 5.01 189,790 2,306,121
September 2007 200 5.87 200 2,304,947
------------- ------------- ---------------------
1,755,251 $ 5.05 255,251
============= ============= =====================
____________________
(1) EACH MONTHLY PERIOD IS THE CALENDAR MONTH.
(2) OUR BOARD OF DIRECTORS IN FEBRUARY 2007 AUTHORIZED THE PURCHASE OF UP TO AN
ADDITIONAL $5 MILLION OF OUR OUTSTANDING SECURITIES.
(3) INCLUDES THE PURCHASE OF 1,500,000 SHARES OF OUR COMMON STOCK FROM LEVINE
LEICHTMAN CAPITAL PARTNERS II, L.P. AT A PRICE OF $5.00 PER SHARE, OUSTIDE OF
AND IN ADDITION TO OUR ONGOING REPURCHASE PROGRAMS.
ITEM 6. EXHIBITS
The Exhibits listed below are filed with this report.
4.14 Instruments defining the rights of holders of long-term debt of
certain consolidated subsidiaries of the registrant are omitted
pursuant to the exclusion set forth in subdivisions (b)(iv)(iii)(A)
and (b)(v) of Item 601 of Regulation S-K (17 CFR 229.601). The
registrant agrees to provide copies of such instruments to the United
States Securities and Exchange Commission upon request.
4.25 Indenture dated as of September 1, 2007, respecting notes issued by
CPS Auto Receivables Trust 2007-C (exhibit 4.25 to Form 8-K/A filed by
the registrant on November 2, 2007)
4.26 Sale and Servicing Agreement dated as of September 1, 2007, re CPS
Auto Receivables Trust 2007-C (exhibit 4.26 to Form 8-K/A filed by the
registrant on November 2, 2007)
10.5.3 Amendment dated as of September 30, 2007, to the Third Amended &
Restated Sale and Servicing Agreement dated as of February 14, 2007 by
and among PFLLC, the registrant and WFBNA (filed herewith)
31.1 Rule 13a-14(a) Certification of the Chief Executive Officer of the
registrant.
31.2 Rule 13a-14(a) Certification of the Chief Financial Officer of the
registrant.
32 Section 1350 Certifications.*
* These Certifications shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liability of that section. These Certifications shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that the registration
statement specifically states that such Certifications are incorporated therein.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CONSUMER PORTFOLIO SERVICES, INC.
(Registrant)
Date: November 5, 2007 By: /s/ CHARLES E. BRADLEY, JR.
------------------------------------
Charles E. Bradley, Jr.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
(Principal Executive Officer)
Date: November 5, 2007 By: /s/ JEFFREY P. FRITZ
------------------------------------
Jeffrey P. Fritz
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(Principal Financial Officer)
31