Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
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Consolidated Balance Sheets as of December 31, 2023 and 2022 49
Consolidated Statements of Income for the years ended December 31, 2023, 2022, and 2021 50
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 51
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022, and 2021 52
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 53
Notes to Consolidated Financial Statements 54
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Credit Acceptance Corporation
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Credit Acceptance Corporation (a Michigan corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 9, 2024 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses, Provision for Credit Losses and Finance Charge Revenue
The Company offers financing programs to a network of automobile dealers (“Dealers”) who enter into retail installment contracts directly with consumers (“Consumer Loans”). The Company has two programs, the Portfolio Program and the Purchase Program. Under the Portfolio Program, the Company advances money to Dealers (“Dealer Loans”) in exchange for the right to service the underlying Consumer Loans. Under the Purchase Program, the Company buys the Consumer Loan from the Dealers (“Purchased Loans”) and keeps all amounts collected from the consumer. Dealer Loans and Purchased Loans, collectively referred to as “Loans”, are presented as Loans receivable in the consolidated balance sheets.
The Company accounts for Loans in accordance with Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 326, Financial Instruments, which is also known as the current expected credit loss model (“CECL”).
We identified the allowance for credit losses, provision for credit losses and finance charge revenue, which are recorded based on internally developed models, as a critical audit matter.
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The principal consideration for our determination that the allowance for credit losses, provision for credit losses and finance charge revenue is a critical audit matter is the high degree of subjectivity that is involved in evaluating the reasonableness of management’s estimates of expected future cash flows on the Loans, which are derived from the models.
Our audit procedures related to the allowance for credit losses, provision for credit losses and finance charge revenue included the following, among others:
• We tested the design and operating effectiveness of relevant controls related to the models, including controls over the validation of the models, the completeness and accuracy of information used in the models, management review controls over the models, and segregation of duties for maintaining the models.
• We assessed the reasonableness of the methodology used in the models to compute the expected future cash flows. Our assessment included the use of our internal specialist’s evaluation of the appropriateness of the Company’s internal model validation process.
• We reperformed the computation of the initial and current forecasts of expected future cash flows for a sample of Loans using management’s model methodology. For that sample, we verified the accuracy of certain credit quality indicators used in the models, by comparing to the Consumer Loan documents. For an additional sample, we assessed the correlation of collection history to forecasted future net cash flows for a sample of Loans.
• We assessed the reasonableness of the timing of the expected future cash flows based on historical monthly cash flows compared to forecasted monthly cash flows considering seasonality trends.
• We analyzed the historical forecasts against actual cash flows in evaluating management’s ability to predict future cash flows.
• We sampled new Loans during 2023 and confirmed the balance with the Dealer and/or agreed to the Consumer Loan documents for accuracy and existence.
• We sampled collections received during 2023 to verify the accuracy of the Loans.
• We recalculated the effective interest rate for a sample of Loans based on the contractual net cash flows.
• We recomputed the present value of expected future net cash flows discounted at the effective interest rate and the initial provision for credit losses for a sample of new Consumer Loan assignments.
• We selected a sample of Loans and recomputed the provision for credit losses and finance charge revenue for the year-ended December 31, 2023, and allowance for credit losses as of December 31, 2023. For the sample tested, we also recomputed the estimated dealer holdback, if applicable.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2005.
Southfield, Michigan
February 9, 2024
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CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except per share data) As of December 31,
2023 2022
ASSETS:
Cash and cash equivalents $ 13.2 $ 7.7
Restricted cash and cash equivalents 457.7 410.0
Restricted securities available for sale 93.2 72.3
Loans receivable
10,020.1 9,165.5
Allowance for credit losses ( 3,064.8 ) ( 2,867.8 )
Loans receivable, net 6,955.3 6,297.7
Property and equipment, net 46.5 51.4
Income taxes receivable 4.3 8.7
Other assets 40.0 56.9
Total Assets $ 7,610.2 $ 6,904.7
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Liabilities:
Accounts payable and accrued liabilities $ 318.8 $ 260.8
Revolving secured lines of credit 79.2 30.9
Secured financing 3,990.9 3,756.4
Senior notes 989.0 794.5
Mortgage note 8.4 8.9
Deferred income taxes, net 389.2 426.7
Income taxes payable 81.0 2.5
Total Liabilities 5,856.5 5,280.7
Commitments and Contingencies - See Note 16
Shareholders’ Equity:
Preferred stock, $ .01 par value, 1,000,000 shares authorized, none issued
— —
Common stock, $ .01 par value, 80,000,000 shares aut ho rized, 12,522,397 and
12,756,885 shares issued and outstanding as of December 31, 2023 and
December 31, 2022, respectively
0.1 0.1
Paid-in capital 279.0 245.7
Retained earnings 1,475.6 1,381.1
Accumulated other comprehensive loss ( 1.0 ) ( 2.9 )
Total Shareholders’ Equity 1,753.7 1,624.0
Total Liabilities and Shareholders’ Equity $ 7,610.2 $ 6,904.7
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share data) For the Years Ended December 31,
2023 2022 2021
Revenue:
Finance charges $ 1,755.4 $ 1,686.3 $ 1,742.6
Premiums earned 79.6 62.7 60.3
Other income 66.9 83.4 53.1
Total revenue 1,901.9 1,832.4 1,856.0
Costs and expenses:
Salaries and wages 280.2 262.0 218.1
General and administrative 87.2 88.7 100.3
Sales and marketing 91.7 75.6 65.3
Total operating expenses 459.1 426.3 383.7
Provision for credit losses on forecast changes 413.7 137.7 ( 356.7 )
Provision for credit losses on new Consumer Loan assignments 322.5 343.7 365.1
Total provision for credit losses 736.2 481.4 8.4
Interest 266.5 166.6 164.2
Provision for claims 70.7 46.4 38.8
Loss on extinguishment of debt 1.8 — —
Total costs and expenses 1,534.3 1,120.7 595.1
Income before provision for income taxes 367.6 711.7 1,260.9
Provision for income taxes 81.5 175.9 302.6
Net income $ 286.1 $ 535.8 $ 958.3
Net income per share:
Basic $ 22.09 $ 39.50 $ 59.57
Diluted $ 21.99 $ 39.32 $ 59.52
Weighted average shares outstanding:
Basic 12,953,424 13,563,885 16,085,823
Diluted 13,010,735 13,625,081 16,100,552
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions) For the Years Ended December 31,
2023 2022 2021
Net income $ 286.1 $ 535.8 $ 958.3
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities, net of tax 1.9 ( 3.1 ) ( 1.4 )
Other comprehensive income (loss) 1.9 ( 3.1 ) ( 1.4 )
Comprehensive income $ 288.0 $ 532.7 $ 956.9
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in millions) Common Stock
Number of Shares Amount Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity
Balance, January 1, 2021 17,092,432 $ 0.2 $ 161.9 $ 2,138.8 $ 1.6 $ 2,302.5
Net income — — — 958.3 — 958.3
Other comprehensive loss — — — — ( 1.4 ) ( 1.4 )
Stock-based compensation — — 24.8 — — 24.8
Forfeiture of restricted stock awards ( 109,085 ) — — — — —
Repurchase of common stock ( 2,884,126 ) ( 0.1 ) ( 1.3 ) ( 1,470.4 ) — ( 1,471.8 )
Restricted stock units converted to common stock
11,416 — — — — —
Stock options exercised 35,251 — 11.8 — — 11.8
Balance, December 31, 2021 14,145,888 0.1 197.2 1,626.7 0.2 1,824.2
Net income — — — 535.8 — 535.8
Other comprehensive loss — — — — ( 3.1 ) ( 3.1 )
Stock-based compensation — — 36.5 — — 36.5
Repurchase of common stock ( 1,491,481 ) — ( 3.1 ) ( 781.4 ) — ( 784.5 )
Restricted stock units converted to common stock
57,928 — — — — —
Stock options exercised 44,550 — 15.1 — — 15.1
Balance, December 31, 2022 12,756,885 0.1 245.7 1,381.1 ( 2.9 ) 1,624.0
Net income — — — 286.1 — 286.1
Other comprehensive gain — — — — 1.9 1.9
Stock-based compensation — — 39.1 — — 39.1
Repurchase of common stock ( 409,317 ) — ( 11.0 ) ( 191.6 ) — ( 202.6 )
Restricted stock units converted to common stock
159,205 — — — — —
Stock options exercised 15,624 — 5.2 — — 5.2
Balance, December 31, 2023 12,522,397 $ 0.1 $ 279.0 $ 1,475.6 $ ( 1.0 ) $ 1,753.7
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) For the Years Ended December 31,
2023 2022 2021
Cash Flows From Operating Activities:
Net income $ 286.1 $ 535.8 $ 958.3
Adjustments to reconcile cash provided by operating activities:
Provision for credit losses 736.2 481.4 8.4
Depreciation 8.9 9.0 9.7
Amortization 17.7 16.6 16.6
Provision (credit) for deferred income taxes ( 38.0 ) ( 7.7 ) 44.7
Stock-based compensation 39.1 36.5 24.8
Loss on extinguishment of debt 1.8 — —
Other 0.6 0.3 ( 0.4 )
Change in operating assets and liabilities:
Increase (decrease) in accounts payable and accrued liabilities 49.7 67.9 ( 10.7 )
Decrease in income taxes receivable 4.4 100.5 37.8
Increase in income taxes payable 78.5 2.3 —
Decrease (increase) in other assets 18.8 ( 3.9 ) ( 19.8 )
Net cash provided by operating activities 1,203.8 1,238.7 1,069.4
Cash Flows From Investing Activities:
Purchases of restricted securities available for sale ( 43.3 ) ( 50.1 ) ( 38.8 )
Proceeds from sale of restricted securities available for sale 15.8 11.1 22.2
Maturities of restricted securities available for sale 8.5 24.3 18.3
Principal collected on Loans receivable 3,036.8 3,413.3 3,808.5
Advances to Dealers ( 2,933.7 ) ( 2,530.0 ) ( 2,059.0 )
Purchases of Consumer Loans ( 1,214.1 ) ( 1,095.3 ) ( 1,108.8 )
Accelerated payments of Dealer Holdback ( 46.9 ) ( 44.2 ) ( 44.1 )
Payments of Dealer Holdback ( 235.9 ) ( 186.6 ) ( 153.4 )
Purchases of property and equipment ( 4.0 ) ( 3.1 ) ( 7.6 )
Net cash provided by (used in) investing activities ( 1,416.8 ) ( 460.6 ) 437.3
Cash Flows From Financing Activities:
Borrowings under revolving secured lines of credit 7,431.9 6,622.6 1,562.6
Repayments under revolving secured lines of credit ( 7,383.6 ) ( 6,594.3 ) ( 1,655.9 )
Proceeds from secured financing 2,762.0 1,541.9 1,830.8
Repayments of secured financing ( 2,519.8 ) ( 1,599.2 ) ( 1,729.0 )
Proceeds from issuance of senior notes 600.0 — —
Repayment of senior notes ( 400.0 ) — —
Payments of debt issuance costs and debt extinguishment costs ( 33.3 ) ( 12.5 ) ( 16.4 )
Repurchase of common stock ( 202.6 ) ( 784.5 ) ( 1,471.8 )
Proceeds from stock options exercised 5.2 15.1 11.8
Other 6.4 16.3 ( 0.8 )
Net cash provided by (used in) financing activities 266.2 ( 794.6 ) ( 1,468.7 )
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 53.2 ( 16.5 ) 38.0
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period 417.7 434.2 396.2
Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 470.9 $ 417.7 $ 434.2
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 242.1 $ 147.3 $ 149.4
Cash paid during the period for income taxes, net of refunds $ 31.9 $ 72.7 $ 213.2
See accompanying notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Principal Business. Since 1972, Credit Acceptance Corporation (referred to as the “Company”, “Credit Acceptance”, “we”, “our” or “us”) has offered financing programs that enable automobile dealers to sell vehicles to consumers, regardless of their credit history. Our financing programs are offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our financing programs, but who actually end up qualifying for traditional financing.
Without our financing programs, consumers are often unable to purchase vehicles or they purchase unreliable ones. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our programs is that we provide consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing.
We refer to automobile dealers who participate in our programs and who share our commitment to changing consumers’ lives as “Dealers.” Upon enrollment in our financing programs, the Dealer enters into a Dealer servicing agreement with us that defines the legal relationship between Credit Acceptance and the Dealer. The Dealer servicing agreement assigns the responsibilities for administering, servicing, and collecting the amounts due on retail installment contracts (referred to as “Consumer Loans”) from the Dealers to us. We are an indirect lender from a legal perspective, meaning the Consumer Loan is originated by the Dealer and assigned to us.
The majority of the Consumer Loans assigned to us are made to consumers with impaired or limited credit histories. The following table shows the percentage of Consumer Loans assigned to us with either FICO ® scores below 650 or no FICO ® scores:
For the Years Ended December 31,
Consumer Loan Assignment Volume 2023 2022 2021
Percentage of total unit volume with either FICO ® scores below 650 or no FICO ® scores
80.9 % 84.8 % 91.0 %
In recent years, we expanded our financing programs to consumers with higher credit ratings, which has contributed to the reduction in the percentage of total unit volume with either FICO ® scores below 650 or no FICO ® scores over the three year period presented above.
We have two programs: the Portfolio Program and the Purchase Program. Under the Portfolio Program, we advance money to Dealers (referred to as a “Dealer Loan”) in exchange for the right to service the underlying Consumer Loans. Under the Purchase Program, we buy the Consumer Loans from the Dealers (referred to as a “Purchased Loan”) and keep all amounts collected from the consumer. Dealer Loans and Purchased Loans are collectively referred to as “Loans.” The following table shows the percentage of Consumer Loans assigned to us as Dealer Loans and Purchased Loans for each of the last three years:
Unit Volume Dollar Volume (1)
For the Years Ended December 31, Dealer Loans Purchased Loans Dealer Loans Purchased Loans
2021 67.9 % 32.1 % 65.0 % 35.0 %
2022 73.5 % 26.5 % 69.8 % 30.2 %
2023 74.0 % 26.0 % 70.7 % 29.3 %
(1) Represents advances paid to Dealers on Consumer Loans assigned under our Portfolio Program and one-time payments made to Dealers to purchase Consumer Loans assigned under our Purchase Program. Payments of Dealer Holdback (as defined below) and accelerated Dealer Holdback are not included.
Portfolio Program
As payment for the vehicle, the Dealer generally receives the following:
• a down payment from the consumer;
• a non-recourse cash payment (“advance”) from us; and
• after the advance balance (cash advance and related Dealer Loan fees and costs) has been recovered by us, the cash from payments made on the Consumer Loan, net of certain collection costs and our servicing fee (“Dealer Holdback”).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
We record the amount advanced to the Dealer as a Dealer Loan, which is classified within Loans receivable in our consolidated balance sheets. Cash advanced to the Dealer is automatically assigned to the Dealer’s open pool of advances. Dealers make an election as to how many Consumer Loans (either 50 or 100) will be assigned to an open pool before it is closed, and subsequent advances are assigned to a new pool. Unless we receive a request from the Dealer to keep a pool open, we automatically close each pool based on the Dealer’s election. All advances within a Dealer’s pool are secured by the future collections on the related Consumer Loans assigned to the pool. For Dealers with more than one pool, the pools are cross-collateralized so the performance of other pools is considered in determining eligibility for Dealer Holdback. We perfect our security interest with respect to the Dealer Loans by obtaining control or taking possession of the Consumer Loans, which list us as lien holder on the vehicle title.
The Dealer servicing agreement provides that collections received by us during a calendar month on Consumer Loans assigned by a Dealer are applied on a pool-by-pool basis as follows:
• first, to reimburse us for certain collection costs;
• second, to pay us our servicing fee, which generally equals 20 % of collections;
• third, to reduce the aggregate advance balance and to pay any other amounts due from the Dealer to us; and
• fourth, to the Dealer as payment of Dealer Holdback.
If the collections on Consumer Loans from a Dealer’s pool are not sufficient to repay the advance balance and any other amounts due to us, the Dealer will not receive Dealer Holdback. Certain events may also result in Dealers forfeiting their rights to Dealer Holdback, including becoming inactive before assigning 100 Consumer Loans.
Dealers have an opportunity to receive an accelerated Dealer Holdback payment each time a pool of Consumer Loans is closed. The amount paid to the Dealer is calculated using a formula that considers the number of Consumer Loans assigned to the pool and the related forecasted collections and advance balance.
Since typically the combination of the advance and the consumer’s down payment provides the Dealer with a cash profit at the time of sale, the Dealer’s risk in the Consumer Loan is limited. We cannot demand repayment of the advance from the Dealer except in the event the Dealer is in default of the Dealer servicing agreement. Advances are made only after the consumer and Dealer have signed a Consumer Loan contract, we have received the executed Consumer Loan contract and supporting documentation in either physical or electronic form, and we have approved all of the related stipulations for funding.
For accounting purposes, the transactions described under the Portfolio Program are not considered to be loans to consumers. Instead, our accounting reflects that of a lender to the Dealer. The classification as a Dealer Loan for accounting purposes is primarily a result of (1) the Dealer’s financial interest in the Consumer Loan and (2) certain elements of our legal relationship with the Dealer.
Purchase Program
The Purchase Program differs from our Portfolio Program in that the Dealer receives a one-time payment from us at the time of assignment to purchase the Consumer Loan instead of a cash advance at the time of assignment and future Dealer Holdback payments. For accounting purposes, the transactions described under the Purchase Program are considered to be originated by the Dealer and then purchased by us.
Program Enrollment
Dealers are granted access to our Portfolio Program upon enrollment. Access to the Purchase Program is typically only granted to Dealers that meet one of the following:
• assigned at least 50 Consumer Loans under the Portfolio Program;
• franchise dealership; or
• independent dealership that meets certain criteria upon enrollment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include our accounts and our wholly owned subsidiaries. All significant intercompany transactions have been eliminated. Our primary subsidiaries as of December 31, 2023 are: Buyer’s Vehicle Protection Plan, Inc. (“BVPP”), Vehicle Remarketing Services, Inc. (“VRS”), VSC Re Company (“VSC Re”), CAC Warehouse Funding LLC II, CAC Warehouse Funding LLC IV, CAC Warehouse Funding LLC V, CAC Warehouse Funding LLC VI, CAC Warehouse Funding LLC VIII, Credit Acceptance Funding LLC 2019-2, Credit Acceptance Funding LLC 2020-3, Credit Acceptance Funding LLC 2021-1, Credit Acceptance Funding LLC 2021-2, Credit Acceptance Funding LLC 2021-3, Credit Acceptance Funding LLC 2021-4, Credit Acceptance Funding LLC 2022-1, Credit Acceptance Funding LLC 2022-2, Credit Acceptance Funding LLC 2022-3, Credit Acceptance Funding LLC 2023-1, Credit Acceptance Funding LLC 2023-2, Credit Acceptance Funding LLC 2023-3, Credit Acceptance Funding LLC 2023-A, and Credit Acceptance Funding LLC 2023-5.
Business Segment Information
We currently operate in one reportable segment which represents our core business of offering financing programs that enable Dealers to sell vehicles to consumers regardless of their credit history. For information regarding our one reportable segment and related entity wide disclosures, see Note 15 to the consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounts which are subject to significant estimation include the allowance for credit losses, finance charge revenue, premiums earned, contingencies, and uncertain tax positions. Actual results could materially differ from those estimates.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash equivalents consist of readily marketable securities with original maturities at the date of acquisition of three months or less. As of December 31, 2023 and 2022, we had $ 12.8 million and $ 7.1 million, respectively, in cash and cash equivalents that were not insured by the Federal Deposit Insurance Corporation (“FDIC”).
Restricted cash and cash equivalents consist of cash pledged as collateral for secured financings and cash held in a trust for future vehicle service contract claims. As of December 31, 2023 and 2022, we had $ 453.7 million and $ 406.5 million, respectively, in restricted cash and cash equivalents that were not insured by the FDIC.
The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported in our consolidated balance sheets to the total shown in our consolidated statements of cash flows:
(In millions) As of December 31,
2023 2022 2021
Cash and cash equivalents $ 13.2 $ 7.7 $ 23.3
Restricted cash and cash equivalents 457.7 410.0 410.9
Total cash and cash equivalents and restricted cash and cash equivalents
$ 470.9 $ 417.7 $ 434.2
Restricted Securities Available for Sale
Restricted securities available for sale consist of amounts held in a trust for future vehicle service contract claims. We determine the appropriate classification of our investments in debt securities at the time of purchase and reevaluate such determinations at each balance sheet date. Debt securities for which we do not have the intent or ability to hold to maturity are classified as available for sale, and stated at fair value with unrealized gains and losses, net of income taxes included in the determination of comprehensive income and reported as a component of shareholders’ equity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Loans Receivable and Allowance for Credit Losses
Consumer Loan Assignment. For legal purposes, a Consumer Loan is considered to have been assigned to us after the following has occurred:
• the consumer and Dealer have signed a Consumer Loan contract; and
• we have received the executed Consumer Loan contract and supporting documentation in either physical or electronic form.
For accounting and financial reporting purposes, a Consumer Loan is considered to have been assigned to us after the following has occurred:
• the Consumer Loan has been legally assigned to us; and
• we have made a funding decision and generally have provided funding to the Dealer in the form of either an advance under the Portfolio Program or one-time purchase payment under the Purchase Program.
Portfolio Segments and Classes. Our Loan portfolio consists of two portfolio segments: Dealer Loans and Purchased Loans. Our determination is based on the following:
• We have two financing programs: the Portfolio Program and the Purchase Program. We are considered to be a lender to Dealers for Consumer Loans assigned under the Portfolio Program and a purchaser of Consumer Loans assigned under the Purchase Program.
• The Portfolio Program and the Purchase Program have different levels of risk in relation to credit losses. Under the Portfolio Program, the impact of negative variances in Consumer Loan performance is mitigated by Dealer Holdback and the cross-collateralization of Consumer Loan assignments. Under the Purchase Program, we are impacted by the full amount of negative variances in Consumer Loan performance.
• Our business model is narrowly focused on Consumer Loan assignments from one industry with expected cash flows that are significantly lower than the contractual cash flows owed to us due to credit quality. We do not believe that it is meaningful to disaggregate our Loan portfolio beyond the Dealer Loans and Purchased Loans portfolio segments.
Each portfolio segment consists of one class of Consumer Loan assignments, which is Consumer Loans originated by Dealers to finance purchases of vehicles and related ancillary products by consumers with impaired or limited credit histories. Our determination is based on the following:
• All of the Consumer Loans assigned to us have similar risk characteristics in relation to the categorization of borrowers, type of financing receivable, industry sector, and type of collateral.
• We only accept Consumer Loan assignments from Dealers located within the United States.
Recognition and Measurement Policies. On January 1, 2020, we adopted Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments, which is known as the current expected credit loss model, or CECL. Loans outstanding prior to the adoption date qualified for transition relief and are accounted for as purchased financial assets with credit deterioration (“PCD Method”).
Under the PCD Method, for each reporting period subsequent to the adoption of CECL, we:
• recognize finance charge revenue using the effective interest rate that was calculated on the adoption date based on expected future net cash flows; and
• adjust the allowance for credit losses so that the net carrying amount of each Loan equals the present value of expected future net cash flows discounted at the effective interest rate. The adjustment to the allowance for credit losses is recognized as either provision for credit losses expense or a reversal of provision for credit losses expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Consumer Loans assigned to us on or subsequent to January 1, 2020 do not qualify for the PCD Method and are accounted for as originated financial assets (“Originated Method”). While the cash flows we expect to collect at the time of assignment are significantly lower than the contractual cash flows owed to us due to credit quality, our Loans do not qualify for the PCD Method because the assignment of the Consumer Loan to us occurs a moment after the Consumer Loan is originated by the Dealer, so “a more-than-insignificant deterioration in credit quality since origination” has not occurred at the time of assignment. In addition, Dealer Loans also do not qualify for the PCD Method because Consumer Loans assigned to us under the Portfolio Program are considered to be advances under Dealer Loans originated by us rather than Consumer Loans purchased by us.
Under the Originated Method, at the time of assignment, we:
• calculate the effective interest rate based on contractual future net cash flows;
• record a Loan receivable equal to the advance paid to the Dealer under the Portfolio Program or purchase price paid to the Dealer under the Purchase Program; and
• record an allowance for credit losses equal to the difference between the initial Loan receivable balance and the present value of expected future net cash flows discounted at the effective interest rate. The initial allowance for credit losses is recognized as provision for credit losses expense.
The effective interest rate and initial allowance for credit losses are significantly higher for Consumer Loans assigned under the Purchase Program than for Consumer Loans assigned under the Portfolio Program, as contractual net cash flows exceed expected net cash flows by a significantly greater margin under the Purchase Program. Under the Purchase Program, we retain all contractual collections that exceed our initial expectations. Under the Portfolio Program, contractual collections that exceed our initial expectations are substantially offset by additional Dealer Holdback payments.
Under the Originated Method, for each reporting period subsequent to assignment, we:
• recognize finance charge revenue using the effective interest rate that was calculated at the time of assignment based on contractual future net cash flows; and
• adjust the allowance for credit losses so that the net carrying amount of each Loan equals the present value of expected future net cash flows discounted at the effective interest rate. The adjustment to the allowance for credit losses is recognized as either provision for credit losses expense or a reversal of provision for credit losses expense.
Loans Receivable . Amounts advanced to Dealers for Consumer Loans assigned under the Portfolio Program are recorded as Dealer Loans and are aggregated by Dealer for purposes of recognizing revenue and measuring credit losses. Amounts paid to Dealers for Consumer Loans assigned under the Purchase Program are recorded as Purchased Loans and, for purposes of recognizing revenue and measuring credit losses, are:
• not aggregated, if assigned on or subsequent to January 1, 2020; or
• aggregated into pools based on the month of purchase, if assigned prior to January 1, 2020.
The outstanding balance of each Loan included in Loans receivable is comprised of the following:
• cash paid to the Dealer (or to third-party ancillary product providers on the Dealer’s behalf) for the Consumer Loan assignment (advance under the Portfolio Program or one-time purchase payment under the Purchase Program);
• finance charges;
• Dealer Holdback payments;
• accelerated Dealer Holdback payments;
• recoveries;
• transfers in;
• less: collections (net of certain collection costs);
• less: write-offs; and
• less: transfers out.
Under our Portfolio Program, certain events may result in Dealers forfeiting their rights to Dealer Holdback. We transfer the Dealer’s outstanding Dealer Loan balance and the related allowance for credit losses balance to Purchased Loans in the period this forfeiture occurs. We aggregate these Purchased Loans by Dealer for purposes of recognizing revenue and measuring credit losses.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Allowance for Credit Losses. The outstanding balance of the allowance for credit losses of each Loan represents the amount required to reduce net carrying amount of Loans (Loans receivable less allowance for credit losses) to the present value of expected future net cash flows discounted at the effective interest rate. Expected future net cash flows for Dealer Loans are comprised of expected future collections on the assigned Consumer Loans, less any expected future Dealer Holdback payments. Expected future net cash flows for Purchased Loans are comprised of expected future collections on the assigned Consumer Loans.
Expected future collections are forecasted for each individual Consumer Loan based on the historical performance of Consumer Loans with similar characteristics, adjusted for recent trends in payment patterns. Our forecast of expected future collections includes estimates for prepayments and post-contractual-term cash flows. Unless the consumer is no longer contractually obligated to pay us, we forecast future collections on each Consumer Loan for a 120 month period after the origination date. Expected future Dealer Holdback payments are forecasted for each individual Dealer based on the expected future collections and current advance balance of each Dealer Loan.
We fully write off the outstanding balances of a Loan and the related allowance for credit losses once we are no longer forecasting any expected future net cash flows on the Loan. Under our partial write-off policy, we write off the amount of the outstanding balances of a Loan and the related allowance for credit losses, if any, that exceeds 200% of the present value of expected future net cash flows on the Loan, as we deem this amount to be uncollectable.
Credit Quality. The vast majority of the Consumer Loans assigned to us are made to individuals with impaired or limited credit histories. Consumer Loans made to these individuals generally entail a higher risk of delinquency, default, and repossession and higher losses than loans made to consumers with better credit. Since most of our revenue and cash flows are generated from these Consumer Loans, our ability to accurately forecast Consumer Loan performance is critical to our business and financial results. At the time a Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan. Based on these forecasts, an advance or one-time purchase payment is made to the related Dealer at a price designed to maximize our economic profit, a non-GAAP financial measure that considers our return on capital, our cost of capital, and the amount of capital invested.
We monitor and evaluate the credit quality of Consumer Loans on a monthly basis by comparing our current forecasted collection rates to our initial expectations. We use a statistical model that considers a number of credit quality indicators to estimate the expected collection rate for each Consumer Loan at the time of assignment. The credit quality indicators considered in our model include attributes contained in the consumer’s credit bureau report, data contained in the consumer’s credit application, the structure of the proposed transaction, vehicle information, and other factors. We continue to evaluate the expected collection rate for each Consumer Loan subsequent to assignment primarily through the monitoring of consumer payment behavior. Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast. Since all known, significant credit quality indicators have already been factored into our forecasts and pricing, we are not able to use any specific credit quality indicators to predict or explain variances in actual performance from our initial expectations. Any variances in performance from our initial expectations are a result of Consumer Loans performing differently from historical Consumer Loans with similar characteristics. We periodically adjust our statistical pricing model for new trends that we identify through our evaluation of these forecasted collection rate variances.
When overall forecasted collection rates underperform our initial expectations, the decline in forecasted collections has a more adverse impact on the profitability of the Purchased Loans than on the profitability of the Dealer Loans. For Purchased Loans, the decline in forecasted collections is absorbed entirely by us. For Dealer Loans, the decline in the forecasted collections is substantially offset by a decline in forecasted payments of Dealer Holdback.
Methodology Changes. During the second quarter of 2023, we adjusted our methodology for forecasting the amount and timing of future net cash flows from our Loan portfolio through the utilization of more recent Consumer Loan performance and Consumer Loan prepayment data . During the first quarter of 2022, we removed the COVID-19 forecast adjustment (as defined in Note 5) from our estimate of future net cash flows and enhanced our methodology for forecasting the amount and timing of future net cash flows from our Loan portfolio through the utilization of more recent data and new forecast variables. For additional information, see Note 5. For the three year period ended December 31, 2023, we did not make any other methodology changes for Loans that had a material impact on our financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Property and Equipment
Purchases of property and equipment are recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful life of the asset. Estimated useful lives are generally as follows: buildings – 40 years, building improvements – 10 years, data processing equipment – 3 years, software – 5 years, and office furniture and equipment – 7 years. The cost of assets sold or retired and the related accumulated depreciation are removed from the balance sheet at the time of disposition and any resulting gain or loss is included in operations. Maintenance, repairs, and minor replacements are charged to operations as incurred; major replacements and improvements are capitalized. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Costs incurred during the application development stage of software developed for internal use are capitalized and generally depreciated on a straight-line basis over five years . Costs incurred to maintain existing software are expensed as incurred. For additional information regarding our property and equipment, see Note 6 to the consolidated financial statements.
Deferred Debt Issuance Costs
Deferred debt issuance costs associated with secured financings and senior notes are included as a deduction from the carrying amount of the related debt liability, and deferred debt issuance costs associated with our revolving secured line of credit facility are included in other assets. Expenses associated with the issuance of debt instruments are capitalized and amortized as interest expense over the term of the debt instrument using the effective interest method for asset-backed secured financings (“Term ABS financings”) and senior notes and the straight-line method for lines of credit and revolving secured warehouse (“Warehouse”) facilities. For additional information regarding deferred debt issuance costs, see Note 9 to the consolidated financial statements.
Derivative Instruments
We rely on various sources of financing, some of which contain floating rates of interest and expose us to risks associated with increases in interest rates. We manage such risk primarily by entering into interest rate cap agreements (“derivative instruments”). These derivative instruments are not designated as hedges, and changes in their fair value increase or decrease interest expense.
We recognize derivative instruments as either other assets or accounts payable and accrued liabilities on our consolidated balance sheets. For additional information regarding our derivative instruments, see Note 10 to the consolidated financial statements.
Finance Charges
Sources of Revenue. Finance charges is comprised of: (1) interest income earned on Loans; (2) administrative fees earned from ancillary products; (3) program fees charged to Dealers under the Portfolio Program; (4) Consumer Loan assignment fees charged to Dealers; and (5) direct origination costs incurred on Dealer Loans.
We provide Dealers the ability to offer vehicle service contracts to consumers through our relationships with Third-Party Providers (“TPPs”). A vehicle service contract provides the consumer protection by paying for the repair or replacement of certain components of the vehicle in the event of a mechanical failure. The retail price of the vehicle service contract is included in the principal balance of the Consumer Loan. The wholesale cost of the vehicle service contract is paid to the TPP, net of an administrative fee retained by us. The difference between the wholesale cost and the retail price to the consumer is paid to the Dealer as a commission. Under the Portfolio Program, the wholesale cost of the vehicle service contract and the commission paid to the Dealer are charged to the Dealer’s advance balance. TPPs process claims on vehicle service contracts that are underwritten by third-party insurers. We bear the risk of loss for claims on certain vehicle service contracts that are reinsured by us. We market the vehicle service contracts directly to Dealers.
We provide Dealers the ability to offer Guaranteed Asset Protection (“GAP”) to consumers through our relationships with TPPs. GAP provides the consumer protection by paying the difference between the loan balance and the amount covered by the consumer’s insurance policy in the event of a total loss of the vehicle due to severe damage or theft. The retail price of GAP is included in the principal balance of the Consumer Loan. The wholesale cost of GAP is paid to the TPP, net of an administrative fee retained by us. The difference between the wholesale cost and the retail price to the consumer is paid to the Dealer as a commission. Under the Portfolio Program, the wholesale cost of GAP and the commission paid to the Dealer are charged to the Dealer’s advance balance. TPPs process claims on GAP contracts that are underwritten by third-party insurers.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Program fees represent monthly fees charged to Dealers for access to our Credit Approval Processing System (“CAPS”); administration, servicing, and collection services offered by us; documentation related to or affecting our program; and all tangible and intangible property owned by Credit Acceptance. We charge a monthly fee of $ 599 to Dealers participating in our Portfolio Program and we collect it from future Dealer Holdback payments.
Recognition Policy. We recognize finance charges under the interest method such that revenue is recognized on a level-yield basis over the life of the Loan. We calculate finance charges on a monthly basis by applying the effective interest rate of the Loan to the net carrying amount of the Loan (Loan receivable less the related allowance for credit losses). For Consumer Loans assigned on or subsequent to January 1, 2020, the effective interest rate is based on contractual future net cash flows. For Consumer Loans assigned prior to January 1, 2020, the effective interest rate was determined based on expected future net cash flows.
We report the change in the present value of credit losses attributable to the passage of time as a reduction to finance charges. Accordingly, we allocate finance charges recognized on each Loan between the Loan receivable and the related allowance for credit losses. The amount of finance charges allocated to the Loan receivable is equal to the effective interest rate applied to the Loans receivable balance. The reduction of finance charges allocated to the allowance for credit losses is equal to the effective interest rate applied to the allowance for credit losses balance.
Reinsurance
VSC Re, our wholly owned subsidiary, is engaged in the business of reinsuring coverage under vehicle service contracts sold to consumers by Dealers on vehicles financed by us. VSC Re currently reinsures vehicle service contracts that are offered through one of our TPPs. Vehicle service contract premiums, which represent the selling price of the vehicle service contract to the consumer, less fees and certain administrative costs, are contributed to a trust account controlled by VSC Re. These premiums are used to fund claims covered under the vehicle service contracts. VSC Re is a bankruptcy remote entity. As such, our exposure to fund claims is limited to the trust assets controlled by VSC Re and our net investment in VSC Re.
Premiums from the reinsurance of vehicle service contracts are recognized over the life of the policy in proportion to expected costs of servicing those contracts. Expected costs are determined based on our historical claims experience. Claims are expensed through a provision for claims in the period the claim was incurred. Capitalized acquisition costs are comprised of premium taxes and are amortized as general and administrative expense over the life of the contracts in proportion to premiums earned.
We have consolidated the trust within our financial statements based on our determination of the following:
• We have a variable interest in the trust. We have a residual interest in the assets of the trust, which is variable in nature, given that it increases or decreases based upon the actual loss experience of the related service contracts. In addition, VSC Re is required to absorb any losses in excess of the trust’s assets.
• The trust is a variable interest entity. The trust has insufficient equity at risk as no parties to the trust were required to contribute assets that provide them with any ownership interest.
• We are the primary beneficiary of the trust. We control the amount of premiums written and placed in the trust through Consumer Loan assignments under our Programs, which is the activity that most significantly impacts the economic performance of the trust. We have the right to receive benefits from the trust that could potentially be significant. In addition, VSC Re has the obligation to absorb losses of the trust that could potentially be significant.
Stock-Based Compensation Plans
We have stock-based compensation plans for team members and non-employee directors, which are described more fully in Note 14 to the consolidated financial statements. We apply a fair-value-based measurement method in accounting for stock-based compensation plans and recognize stock-based compensation expense over the requisite service period of the grant as salaries and wages expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Employee Benefit Plan
We sponsor a 401(k) plan that covers substantially all of our team members. We offer matching contributions to the 401(k) plan based on each enrolled team members’ eligible annual gross pay (subject to statutory limitations). Our matching contribution rate is equal to 100 % of the first 4 % participants contribute and an additional 50 % of the next 2 % participants contribute, for a maximum matching contribution of 5 % of each participant’s eligible annual gross pay. For the years ended December 31, 2023, 2022 and 2021, we recognized compensation expense of $ 9.4 million, $ 8.5 million, and $ 7.5 million, respectively, for our matching contributions to the plan.
Income Taxes
Provisions for federal, state, and foreign income taxes are calculated on reported pre-tax earnings based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes.
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered.
We follow a two-step approach for recognizing uncertain tax positions. First, we evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, for positions that we determine are more-likely-than-not to be sustained, we recognize the tax benefit as the largest benefit that has a greater than 50 % likelihood of being sustained. We establish a reserve for uncertain tax positions liability that is comprised of unrecognized tax benefits and related interest. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. We recognize interest and penalties related to uncertain tax positions in provision for income taxes. For additional information regarding our income taxes, see Note 11 to the consolidated financial statements.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expenses were $ 0.5 million for the year ended December 31, 2023, $ 1.0 million for the year ended December 31, 2022, and $ 0.3 million for the year ended December 31, 2021.
New Accounting Updates Adopted During the Current Year
Troubled Debt Restructurings and Vintage Disclosures. In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, which intends to improve the usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs. The adoption of ASU 2022-02 on January 1, 2023 expanded our write-off disclosures, but did not otherwise have a material impact on our consolidated financial statements.
Reference Rate Reform: Deferral of the Sunset Date. In December 2022, the FASB issued ASU 2022-06, which amends ASU 2020-04 to extend the period of time preparers can utilize the reference rate reform relief guidance during the phaseout of the London Interbank Offered Rate. ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The adoption of ASU 2022-06 on January 1, 2023 did not have a material impact on our consolidated financial statements or related disclosures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
New Accounting Update Not Yet Adopted
Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. In October 2023, the FASB issued ASU 2023-06 , which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. We are currently evaluating the impact the adoption of ASU 2023-06 will have on our consolidated financial statements and related disclosures.
Improvements to Reportable Segment Disclosures. In November 2023, the FASB issued ASU 2023-07, which enhances the required disclosures for operating segments in our annual and interim consolidated financial statements. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted but we have not yet adopted ASU 2023-07. We are currently evaluating the impact the adoption of ASU 2023-07 will have on our consolidated financial statements and related disclosures.
Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09, which intends to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments intended to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, but we have not yet adopted ASU 2023-09. We are currently evaluating the impact the adoption of ASU 2023-09 will have on our consolidated financial statements and related disclosures.
Reclassification
Certain amounts from prior periods have been reclassified to conform to the current presentation.
Subsequent Events
We have evaluated events and transactions occurring subsequent to the consolidated balance sheet date of December 31, 2023 for items that could potentially be recognized or disclosed in these financial statements. We did not identify any items which would require disclosure in or adjustment to the consolidated financial statements.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate their value.
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents. The carrying amounts approximate their fair value due to the short maturity of these instruments.
Restricted Securities Available for Sale. The fair value of U.S. Government and agency securities, corporate bonds, and municipal bonds is based on quoted market values in active markets. For asset-backed securities, mortgage-backed securities, and commercial paper we use model-based valuation techniques for which all significant assumptions are observable in the market.
Loans Receivable, net. The fair value is determined by calculating the present value of expected future net cash flows estimated by us by utilizing the discount rate used to calculate the value of our Loans under our non-GAAP floating yield methodology.
Revolving Secured Lines of Credit. The fair value is determined by calculating the present value of the debt instrument based on current rates for debt with a similar risk profile and maturity.
Secured Financing. The fair value of certain Term ABS financings is determined using quoted market prices in an active market. For our warehouse facilities and certain other Term ABS financings, the fair values are determined by calculating the present value of each debt instrument based on current rates for debt with similar risk profiles and maturities.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Senior Notes. The fair value is determined using quoted market prices in an active market.
Mortgage Note. The fair value is determined by calculating the present value of the debt instrument based on current rates
for debt with a similar risk profile and maturity.
A comparison of the carrying amount and estimated fair value of these financial instruments is as follows:
(In millions) As of December 31,
2023 2022
Carrying
Amount Estimated
Fair Value Carrying
Amount Estimated
Fair Value
Assets
Cash and cash equivalents $ 13.2 $ 13.2 $ 7.7 $ 7.7
Restricted cash and cash equivalents 457.7 457.7 410.0 410.0
Restricted securities available for sale 93.2 93.2 72.3 72.3
Loans receivable, net 6,955.3 7,759.1 6,297.7 6,767.9
Liabilities
Revolving secured lines of credit $ 79.2 $ 79.2 $ 30.9 $ 30.9
Secured financing 3,990.9 4,025.9 3,756.4 3,581.9
Senior notes 989.0 1,039.8 794.5 759.0
Mortgage note 8.4 8.4 8.9 8.9
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates or assumptions that market participants would use in pricing the asset or liability.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following table provides the level of measurement used to determine the fair value for each of our financial instruments measured or disclosed at fair value:
(In millions) As of December 31, 2023
Level 1 Level 2 Level 3 Total Fair Value
Assets
Cash and cash equivalents (1) $ 13.2 $ — $ — $ 13.2
Restricted cash and cash equivalents (1) 457.7 — — 457.7
Restricted securities available for sale (2)
75.1 18.1 — 93.2
Loans receivable, net (1) — — 7,759.1 7,759.1
Liabilities
Revolving secured lines of credit (1) $ — $ 79.2 $ — $ 79.2
Secured financing (1) 3,225.8 800.1 — 4,025.9
Senior notes (1) 1,039.8 — — 1,039.8
Mortgage note (1) — 8.4 — 8.4
(In millions) As of December 31, 2022
Level 1 Level 2 Level 3 Total Fair Value
Assets
Cash and cash equivalents (1) $ 7.7 $ — $ — $ 7.7
Restricted cash and cash equivalents (1) 410.0 — — 410.0
Restricted securities available for sale (2)
58.7 13.6 — 72.3
Loans receivable, net (1) — — 6,767.9 6,767.9
Liabilities
Revolving secured lines of credit (1) $ — $ 30.9 $ — $ 30.9
Secured financing (1) 2,781.8 800.1 — 3,581.9
Senior notes (1) 759.0 — — 759.0
Mortgage note (1) — 8.9 — 8.9
(1) Measured at amortized cost with fair value disclosed.
(2) Measured at fair value on a recurring basis.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
4. RESTRICTED SECURITIES AVAILABLE FOR SALE
Restricted securities available for sale consist of the following:
(In millions) As of December 31, 2023
Amortized
Cost Gross Unrealized Gains Gross Unrealized Losses Estimated
Fair Value
Corporate bonds
$ 40.5 $ 0.3 $ ( 0.9 ) $ 39.9
U.S. Government and agency securities 35.2 0.2 ( 0.9 ) 34.5
Asset-backed securities 18.0 0.1 ( 0.2 ) 17.9
Municipal securities 0.7 — — 0.7
Mortgage-backed securities 0.2 — — 0.2
Total restricted securities available for sale
$ 94.6 $ 0.6 $ ( 2.0 ) $ 93.2
(In millions) As of December 31, 2022
Amortized
Cost Gross Unrealized Gains Gross Unrealized Losses Estimated
Fair Value
Corporate bonds
$ 32.6 $ — $ ( 1.7 ) $ 30.9
U.S. Government and agency securities 29.5 — ( 1.7 ) 27.8
Asset-backed securities 13.8 — ( 0.4 ) 13.4
Mortgage-backed securities 0.2 — — 0.2
Total restricted securities available for sale
$ 76.1 $ — $ ( 3.8 ) $ 72.3
The fair value and gross unrealized losses for restricted securities available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
(In millions) Securities Available for Sale with Gross Unrealized Losses as of December 31, 2023
Less than 12 Months 12 Months or More
Estimated
Fair Value Gross
Unrealized
Losses Estimated
Fair Value Gross
Unrealized
Losses Total Estimated
Fair Value Total Gross
Unrealized Losses
Corporate bonds
$ 2.7 $ — $ 18.4 $ ( 0.9 ) $ 21.1 $ ( 0.9 )
U.S. Government and agency securities 6.8 ( 0.1 ) 16.4 ( 0.8 ) 23.2 ( 0.9 )
Asset-backed securities 1.6 — 7.3 ( 0.2 ) 8.9 ( 0.2 )
Mortgage-backed securities — — 0.2 — 0.2 —
Total restricted securities available for sale
$ 11.1 $ ( 0.1 ) $ 42.3 $ ( 1.9 ) $ 53.4 $ ( 2.0 )
(In millions) Securities Available for Sale with Gross Unrealized Losses as of December 31, 2022
Less than 12 Months 12 Months or More
Estimated
Fair Value Gross
Unrealized
Losses Estimated
Fair Value Gross
Unrealized
Losses Total Estimated
Fair Value Total Gross
Unrealized Losses
Corporate bonds
$ 15.1 $ ( 0.6 ) $ 13.3 $ ( 1.1 ) $ 28.4 $ ( 1.7 )
U.S. Government and agency securities 18.0 ( 0.8 ) 9.2 ( 0.9 ) 27.2 ( 1.7 )
Asset-backed securities 6.6 ( 0.1 ) 4.4 ( 0.3 ) 11.0 ( 0.4 )
Mortgage-backed securities 0.3 — — — 0.3 —
Total restricted securities available for sale
$ 40.0 $ ( 1.5 ) $ 26.9 $ ( 2.3 ) $ 66.9 $ ( 3.8 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The cost and estimated fair values of debt securities by contractual maturity were as follows (securities with multiple maturity dates are classified in the period of final maturity). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
(In millions) As of December 31,
2023 2022
Contractual Maturity Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value
Within one year $ 6.9 $ 6.8 $ 4.0 $ 3.9
Over one year to five years 80.5 79.1 66.4 63.0
Over five years to ten years 7.1 7.2 5.6 5.3
Over ten years 0.1 0.1 0.1 0.1
Total restricted securities available for sale
$ 94.6 $ 93.2 $ 76.1 $ 72.3
5. LOANS RECEIVABLE
Loans receivable and allowance for credit losses consist of the following:
(In millions) As of December 31, 2023
Dealer Loans Purchased Loans Total
Loans receivable $ 7,065.5 $ 2,954.6 $ 10,020.1
Allowance for credit losses ( 2,355.7 ) ( 709.1 ) ( 3,064.8 )
Loans receivable, net $ 4,709.8 $ 2,245.5 $ 6,955.3
(In millions) As of December 31, 2022
Dealer Loans Purchased Loans Total
Loans receivable $ 6,074.8 $ 3,090.7 $ 9,165.5
Allowance for credit losses ( 2,000.0 ) ( 867.8 ) ( 2,867.8 )
Loans receivable, net $ 4,074.8 $ 2,222.9 $ 6,297.7
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
A summary of changes in Loans receivable and allowance for credit losses is as follows:
(In millions)
For the Year Ended December 31, 2023
Loans Receivable
Allowance for Credit Losses
Loans Receivable, Net
Dealer Loans
Purchased Loans
Total
Dealer Loans
Purchased Loans
Total
Dealer Loans
Purchased Loans
Total
Balance, beginning of period
$ 6,074.8 $ 3,090.7 $ 9,165.5 $ ( 2,000.0 ) $ ( 867.8 ) $ ( 2,867.8 ) $ 4,074.8 $ 2,222.9 $ 6,297.7
Finance charges
1,575.5 925.5 2,501.0 ( 528.8 ) ( 216.8 ) ( 745.6 ) 1,046.7 708.7 1,755.4
Provision for credit losses
— — — ( 427.7 ) ( 308.5 ) ( 736.2 ) ( 427.7 ) ( 308.5 ) ( 736.2 )
New Consumer Loan assignments (1)
2,933.7 1,214.1 4,147.8 — — — 2,933.7 1,214.1 4,147.8
Collections (2)
( 3,147.7 ) ( 1,656.8 ) ( 4,804.5 ) — — — ( 3,147.7 ) ( 1,656.8 ) ( 4,804.5 )
Accelerated Dealer Holdback payments
46.9 — 46.9 — — — 46.9 — 46.9
Dealer Holdback payments
235.9 — 235.9 — — — 235.9 — 235.9
Transfers (3)
( 100.9 ) 100.9 — 35.8 ( 35.8 ) — ( 65.1 ) 65.1 —
Write-offs
( 566.6 ) ( 723.8 ) ( 1,290.4 ) 566.6 723.8 1,290.4 — — —
Recoveries (4)
1.6 4.0 5.6 ( 1.6 ) ( 4.0 ) ( 5.6 ) — — —
Deferral of Loan origination costs
12.3 — 12.3 — — — 12.3 — 12.3
Balance, end of period
$ 7,065.5 $ 2,954.6 $ 10,020.1 $ ( 2,355.7 ) $ ( 709.1 ) $ ( 3,064.8 ) $ 4,709.8 $ 2,245.5 $ 6,955.3
(In millions)
For the Year Ended December 31, 2022
Loans Receivable
Allowance for Credit Losses
Loans Receivable, Net
Dealer Loans
Purchased Loans
Total
Dealer Loans
Purchased Loans
Total
Dealer Loans
Purchased Loans
Total
Balance, beginning of period
$ 5,655.1 $ 3,694.7 $ 9,349.8 $ ( 1,767.8 ) $ ( 1,245.7 ) $ ( 3,013.5 ) $ 3,887.3 $ 2,449.0 $ 6,336.3
Finance charges
1,391.0 997.8 2,388.8 ( 442.4 ) ( 260.1 ) ( 702.5 ) 948.6 737.7 1,686.3
Provision for credit losses
— — — ( 240.4 ) ( 241.0 ) ( 481.4 ) ( 240.4 ) ( 241.0 ) ( 481.4 )
New Consumer Loan assignments (1)
2,530.0 1,095.3 3,625.3 — — — 2,530.0 1,095.3 3,625.3
Collections (2)
( 3,237.5 ) ( 1,871.9 ) ( 5,109.4 ) — — — ( 3,237.5 ) ( 1,871.9 ) ( 5,109.4 )
Accelerated Dealer Holdback payments
44.2 — 44.2 — — — 44.2 — 44.2
Dealer Holdback payments
186.6 — 186.6 — — — 186.6 — 186.6
Transfers (3)
( 72.1 ) 72.1 — 18.3 ( 18.3 ) — ( 53.8 ) 53.8 —
Write-offs
( 433.4 ) ( 900.4 ) ( 1,333.8 ) 433.4 900.4 1,333.8 — — —
Recoveries (4)
1.1 3.1 4.2 ( 1.1 ) ( 3.1 ) ( 4.2 ) — — —
Deferral of Loan origination costs
9.8 — 9.8 — — — 9.8 — 9.8
Balance, end of period
$ 6,074.8 $ 3,090.7 $ 9,165.5 $ ( 2,000.0 ) $ ( 867.8 ) $ ( 2,867.8 ) $ 4,074.8 $ 2,222.9 $ 6,297.7
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(In millions)
For the Year Ended December 31, 2021
Loans Receivable
Allowance for Credit Losses
Loans Receivable, Net
Dealer Loans
Purchased Loans
Total
Dealer Loans
Purchased Loans
Total
Dealer Loans
Purchased Loans
Total
Balance, beginning of period
$ 5,869.6 $ 4,255.2 $ 10,124.8 $ ( 1,702.1 ) $ ( 1,634.8 ) $ ( 3,336.9 ) $ 4,167.5 $ 2,620.4 $ 6,787.9
Finance charges
1,385.1 1,117.9 2,503.0 ( 413.8 ) ( 346.6 ) ( 760.4 ) 971.3 771.3 1,742.6
Provision for credit losses
— — — 28.2 ( 36.6 ) ( 8.4 ) 28.2 ( 36.6 ) ( 8.4 )
New Consumer Loan assignments (1)
2,059.0 1,108.8 3,167.8 — — — 2,059.0 1,108.8 3,167.8
Collections (2)
( 3,464.6 ) ( 2,095.1 ) ( 5,559.7 ) — — — ( 3,464.6 ) ( 2,095.1 ) ( 5,559.7 )
Accelerated Dealer Holdback payments
44.1 — 44.1 — — — 44.1 — 44.1
Dealer Holdback payments
153.4 — 153.4 — — — 153.4 — 153.4
Transfers (3)
( 115.7 ) 115.7 — 35.5 ( 35.5 ) — ( 80.2 ) 80.2 —
Write-offs
( 286.2 ) ( 810.3 ) ( 1,096.5 ) 286.2 810.3 1,096.5 — — —
Recoveries (4)
1.8 2.5 4.3 ( 1.8 ) ( 2.5 ) ( 4.3 ) — — —
Deferral of Loan origination costs
8.6 — 8.6 — — — 8.6 — 8.6
Balance, end of period
$ 5,655.1 $ 3,694.7 $ 9,349.8 $ ( 1,767.8 ) $ ( 1,245.7 ) $ ( 3,013.5 ) $ 3,887.3 $ 2,449.0 $ 6,336.3
(1) The Dealer Loans amount represents advances paid to Dealers on Consumer Loans assigned under our Portfolio Program. The Purchased Loans amount represents one-time payments made to Dealers to purchase Consumer Loans assigned under our Purchase Program.
(2) Represents repayments that we collected on Consumer Loans assigned under our programs.
(3) Under our Portfolio Program, certain events may result in Dealers forfeiting their rights to Dealer Holdback. We transfer the Dealer’s outstanding Dealer Loan balance and related allowance for credit losses balance to Purchased Loans in the period this forfeiture occurs.
(4) The Dealer Loans amount represents net cash flows received (collections less any related Dealer Holdback payments) on Dealer Loans that were previously written off in full. The Purchased Loans amount represents collections received on Purchased Loans that were previously written off in full .
We recognize provision for credit losses on new Consumer Loan assignments for contractual net cash flows that were not expected to be realized at the time of assignment. We also recognize provision for credit losses on forecast changes in the amount and timing of expected future net cash flows subsequent to assignment. The following table summarizes the provision for credit losses for each of these components:
(In millions)
For the Year Ended December 31, 2023
Provision for Credit Losses
Dealer Loans
Purchased Loans
Total
New Consumer Loan assignments
$ 146.2 $ 176.3 $ 322.5
Forecast changes
281.5 132.2 413.7
Total
$ 427.7 $ 308.5 $ 736.2
(In millions)
For the Year Ended December 31, 2022
Provision for Credit Losses
Dealer Loans
Purchased Loans
Total
New Consumer Loan assignments
$ 154.8 $ 188.9 $ 343.7
Forecast changes
85.6 52.1 137.7
Total
$ 240.4 $ 241.0 $ 481.4
(In millions)
For the Year Ended December 31, 2021
Provision for Credit Losses
Dealer Loans
Purchased Loans
Total
New Consumer Loan assignments
$ 153.1 $ 212.0 $ 365.1
Forecast changes
( 181.3 ) ( 175.4 ) ( 356.7 )
Total
$ ( 28.2 ) $ 36.6 $ 8.4
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The net Loan income (finance charge revenue less provision for credit losses expense) that we recognize over the life of a Loan equals the cash we collect from the underlying Consumer Loan less the cash we pay to the Dealer. Under CECL, we are required to recognize:
• a significant provision for credit losses expense at the time of assignment for contractual net cash flows we do not expect to realize; and
• finance charge revenue in subsequent periods that is significantly in excess of our expected yields.
Additional information related to new Consumer Loan assignments is as follows:
(In millions)
For the Year Ended December 31, 2023
New Consumer Loan Assignments
Dealer Loans
Purchased Loans
Total
Contractual net cash flows at the time of assignment (1)
$ 4,579.3 $ 2,438.1 $ 7,017.4
Expected net cash flows at the time of assignment (2)
4,154.8 1,704.4 5,859.2
Loans receivable at the time of assignment (3)
2,933.7 1,214.1 4,147.8
Provision for credit losses expense at the time of assignment
$ ( 146.2 ) $ ( 176.3 ) $ ( 322.5 )
Expected future finance charges at the time of assignment (4)
1,367.3 666.6 2,033.9
Expected net Loan income at the time of assignment (5)
$ 1,221.1 $ 490.3 $ 1,711.4
(In millions)
For the Year Ended December 31, 2022
New Consumer Loan Assignments
Dealer Loans
Purchased Loans
Total
Contractual net cash flows at the time of assignment (1)
$ 3,874.4 $ 2,185.9 $ 6,060.3
Expected net cash flows at the time of assignment (2)
3,516.1 1,497.0 5,013.1
Loans receivable at the time of assignment (3)
2,530.0 1,095.3 3,625.3
Provision for credit losses expense at the time of assignment
$ ( 154.8 ) $ ( 188.9 ) $ ( 343.7 )
Expected future finance charges at the time of assignment (4)
1,140.9 590.6 1,731.5
Expected net Loan income at the time of assignment (5)
$ 986.1 $ 401.7 $ 1,387.8
(In millions)
For the Year Ended December 31, 2021
New Consumer Loan Assignments
Dealer Loans
Purchased Loans
Total
Contractual net cash flows at the time of assignment (1)
$ 3,202.5 $ 2,324.1 $ 5,526.6
Expected net cash flows at the time of assignment (2)
2,880.9 1,549.1 4,430.0
Loans receivable at the time of assignment (3)
2,059.0 1,108.8 3,167.8
Provision for credit losses expense at the time of assignment
$ ( 153.1 ) $ ( 212.0 ) $ ( 365.1 )
Expected future finance charges at the time of assignment (4)
975.0 652.3 1,627.3
Expected net Loan income at the time of assignment (5)
$ 821.9 $ 440.3 $ 1,262.2
(1) The Dealer Loans amount represents repayments that we were contractually owed at the time of assignment on Consumer Loans assigned under our Portfolio Program, less the related Dealer Holdback payments that we would be required to make if we collected all of the contractual repayments. The Purchased Loans amount represents repayments that we were contractually owed at the time of assignment on Consumer Loans assigned under our Purchase Program.
(2) The Dealer Loans amount represents repayments that we expected to collect at the time of assignment on Consumer Loans assigned under our Portfolio Program, less the related Dealer Holdback payments that we expected to make. The Purchased Loans amount represents repayments that we expected to collect at the time of assignment on Consumer Loans assigned under our Purchase Program.
(3) The Dealer Loans amount represents advances paid to Dealers on Consumer Loans assigned under our Portfolio Program. The Purchased Loans amount represents one-time payments made to Dealers to purchase Consumer Loans assigned under our Purchase Program.
(4) Represents revenue that is expected to be recognized on a level-yield basis over the lives of the Loans.
(5) Represents the amount that expected net cash flows at the time of assignment (2) exceed Loans receivable at the time of assignment (3).
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
A summary of changes in expected future net cash flows is as follows:
(In millions)
For the Year Ended December 31, 2023
Expected Future Net Cash Flows
Dealer Loans
Purchased Loans
Total
Balance, beginning of period
$ 5,637.9 $ 3,395.5 $ 9,033.4
New Consumer Loan assignments (1)
4,154.8 1,704.4 5,859.2
Realized net cash flows (2)
( 2,864.9 ) ( 1,656.8 ) ( 4,521.7 )
Forecast changes
( 125.3 ) ( 81.0 ) ( 206.3 )
Transfers (3)
( 95.3 ) 109.9 14.6
Balance, end of period
$ 6,707.2 $ 3,472.0 $ 10,179.2
(In millions)
For the Year Ended December 31, 2022
Expected Future Net Cash Flows
Dealer Loans
Purchased Loans
Total
Balance, beginning of period
$ 5,249.7 $ 3,698.6 $ 8,948.3
New Consumer Loan assignments (1)
3,516.1 1,497.0 5,013.1
Realized net cash flows (2)
( 3,006.7 ) ( 1,871.9 ) ( 4,878.6 )
Forecast changes
( 41.6 ) ( 18.1 ) ( 59.7 )
Transfers (3)
( 79.6 ) 89.9 10.3
Balance, end of period
$ 5,637.9 $ 3,395.5 $ 9,033.4
(In millions) For the Year Ended December 31, 2021
Expected Future Net Cash Flows Dealer Loans Purchased Loans Total
Balance, beginning of period $ 5,664.3 $ 3,880.1 $ 9,544.4
New Consumer Loan assignments (1) 2,880.9 1,549.1 4,430.0
Realized net cash flows (2) ( 3,267.1 ) ( 2,095.1 ) ( 5,362.2 )
Forecast changes 87.7 238.4 326.1
Transfers (3) ( 116.1 ) 126.1 10.0
Balance, end of period $ 5,249.7 $ 3,698.6 $ 8,948.3
(1) The Dealer Loans amount represents repayments that we expected to collect at the time of assignment on Consumer Loans assigned under our Portfolio Program, less the related Dealer Holdback payments that we expected to make. The Purchased Loans amount represents repayments that we expected to collect at the time of assignment on Consumer Loans assigned under our Purchase Program.
(2) The Dealer Loans amount represents repayments that we collected on Consumer Loans assigned under our Portfolio Program, less the Dealer Holdback and Accelerated Dealer Holdback payments that we made. Purchased Loans amount represents repayments that we collected on Consumer Loans assigned under our Purchase Program.
(3) Under our Portfolio Program, certain events may result in Dealers forfeiting their rights to Dealer Holdback. We transfer the Dealer’s outstanding Dealer Loan balance, related allowance for credit losses balance, and related expected future net cash flows to Purchased Loans in the period this forfeiture occurs.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Credit Quality
We monitor and evaluate the credit quality of Consumer Loans assigned under our Portfolio and Purchase Programs on a monthly basis by comparing our current forecasted collection rates to our prior forecasted collection rates and our initial expectations. For additional information regarding credit quality, see Note 2 to the consolidated financial statements. The following table compares our aggregated forecast of Consumer Loan collection rates as of December 31, 2023, with the aggregated forecasts as of December 31, 2022, as of December 31, 2021, and at the time of assignment, segmented by year of assignment:
Total Loans as of December 31, 2023
Forecasted Collection Percentage as of (1) Current Forecast Variance from
Consumer Loan Assignment Year December 31, 2023 December 31, 2022 December 31, 2021 Initial
Forecast December 31, 2022 December 31, 2021 Initial
Forecast
2014 71.7 % 71.7 % 71.5 % 71.8 % 0.0 % 0.2 % - 0.1 %
2015 65.2 % 65.2 % 65.1 % 67.7 % 0.0 % 0.1 % - 2.5 %
2016 63.8 % 63.8 % 63.6 % 65.4 % 0.0 % 0.2 % - 1.6 %
2017 64.7 % 64.7 % 64.4 % 64.0 % 0.0 % 0.3 % 0.7 %
2018 65.5 % 65.2 % 65.1 % 63.6 % 0.3 % 0.4 % 1.9 %
2019 66.9 % 66.6 % 66.5 % 64.0 % 0.3 % 0.4 % 2.9 %
2020 67.6 % 67.8 % 67.9 % 63.4 % - 0.2 % - 0.3 % 4.2 %
2021 64.5 % 66.2 % 66.5 % 66.3 % - 1.7 % - 2.0 % - 1.8 %
2022 62.7 % 66.3 % — 67.5 % - 3.6 % — - 4.8 %
2023 67.4 % — — 67.5 % — — - 0.1 %
Dealer Loans as of December 31, 2023
Forecasted Collection Percentage as of (1) (2) Current Forecast Variance from
Consumer Loan Assignment Year December 31, 2023 December 31, 2022 December 31, 2021 Initial
Forecast December 31, 2022 December 31, 2021 Initial
Forecast
2014 71.6 % 71.6 % 71.4 % 71.9 % 0.0 % 0.2 % - 0.3 %
2015 64.6 % 64.5 % 64.4 % 67.5 % 0.1 % 0.2 % - 2.9 %
2016 63.0 % 63.0 % 62.8 % 65.1 % 0.0 % 0.2 % - 2.1 %
2017 64.0 % 64.0 % 63.8 % 63.8 % 0.0 % 0.2 % 0.2 %
2018 64.9 % 64.6 % 64.6 % 63.6 % 0.3 % 0.3 % 1.3 %
2019 66.5 % 66.3 % 66.2 % 63.9 % 0.2 % 0.3 % 2.6 %
2020 67.4 % 67.7 % 67.6 % 63.3 % - 0.3 % - 0.2 % 4.1 %
2021 64.2 % 66.0 % 66.2 % 66.3 % - 1.8 % - 2.0 % - 2.1 %
2022 62.0 % 65.8 % — 67.3 % - 3.8 % — - 5.3 %
2023 66.4 % — — 66.8 % — — - 0.4 %
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Purchased Loans as of December 31, 2023
Forecasted Collection Percentage as of (1) (2) Current Forecast Variance from
Consumer Loan Assignment Year December 31, 2023 December 31, 2022 December 31, 2021 Initial
Forecast December 31, 2022 December 31, 2021 Initial
Forecast
2014 72.6 % 72.5 % 72.4 % 70.9 % 0.1 % 0.2 % 1.7 %
2015 68.9 % 68.9 % 68.9 % 68.5 % 0.0 % 0.0 % 0.4 %
2016 66.1 % 66.0 % 65.8 % 66.5 % 0.1 % 0.3 % - 0.4 %
2017 66.3 % 66.3 % 66.0 % 64.6 % 0.0 % 0.3 % 1.7 %
2018 66.8 % 66.4 % 66.4 % 63.5 % 0.4 % 0.4 % 3.3 %
2019 67.5 % 67.2 % 67.2 % 64.2 % 0.3 % 0.3 % 3.3 %
2020 67.8 % 68.0 % 68.4 % 63.6 % - 0.2 % - 0.6 % 4.2 %
2021 65.0 % 66.7 % 67.1 % 66.3 % - 1.7 % - 2.1 % - 1.3 %
2022 64.3 % 67.4 % — 68.0 % - 3.1 % — - 3.7 %
2023 70.1 % — — 69.4 % — — 0.7 %
(1) Represents the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates in the table.
(2) The forecasted collection rates presented for Dealer Loans and Purchased Loans reflect the Consumer Loan classification at the time of assignment.
We evaluate and adjust the expected collection rate for each Consumer Loan subsequent to assignment primarily through the monitoring of consumer payment behavior. The following table summarizes the past-due status of Consumer Loan assignments as of December 31, 2023 and December 31, 2022, segmented by year of assignment:
(In millions)
Total Loans as of December 31, 2023 (1) (2)
Pre-term Consumer Loans (3)
Post-term Consumer Loans (4)
Total
Consumer Loan Assignment Year
Current (5)
Past Due
11-90 Days
Past Due
Over 90 Days
2018 and prior $ 24.2 $ 16.8 $ 73.5 $ 204.9 $ 319.4
2019 150.7 83.8 237.6 39.5 511.6
2020 328.9 165.5 314.5 4.6 813.5
2021 596.6 262.1 368.7 0.7 1,228.1
2022 1,518.0 499.8 422.5 — 2,440.3
2023 3,888.7 666.5 152.0 — 4,707.2
$ 6,507.1 $ 1,694.5 $ 1,568.8 $ 249.7 $ 10,020.1
(In millions)
Dealer Loans as of December 31, 2023 (1)
Pre-term Consumer Loans (3)
Post-term Consumer Loans (4)
Total
Consumer Loan Assignment Year
Current (5)
Past Due
11-90 Days
Past Due
Over 90 Days
2018 and prior $ 11.7 $ 7.9 $ 35.0 $ 117.8 $ 172.4
2019 69.9 38.0 111.2 22.0 241.1
2020 201.7 98.0 190.4 3.5 493.6
2021 407.3 173.4 245.0 0.6 826.3
2022 1,109.4 360.4 303.5 — 1,773.3
2023 2,942.3 503.6 112.9 — 3,558.8
$ 4,742.3 $ 1,181.3 $ 998.0 $ 143.9 $ 7,065.5
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(In millions)
Purchased Loans as of December 31, 2023 (2)
Pre-term Consumer Loans (3)
Post-term Consumer Loans (4)
Total
Consumer Loan Assignment Year
Current (5)
Past Due
11-90 Days
Past Due
Over 90 Days
2018 and prior $ 12.5 $ 8.9 $ 38.5 $ 87.1 $ 147.0
2019 80.8 45.8 126.4 17.5 270.5
2020 127.2 67.5 124.1 1.1 319.9
2021 189.3 88.7 123.7 0.1 401.8
2022 408.6 139.4 119.0 — 667.0
2023 946.4 162.9 39.1 — 1,148.4
$ 1,764.8 $ 513.2 $ 570.8 $ 105.8 $ 2,954.6
(In millions)
Total Loans as of December 31, 2022 (1) (2)
Pre-term Consumer Loans (3)
Post-term Consumer Loans (4)
Total
Consumer Loan Assignment Year
Current (5)
Past Due
11-90 Days
Past Due
Over 90 Days
2017 and prior $ 16.1 $ 9.6 $ 42.2 $ 167.7 $ 235.6
2018 142.8 71.7 197.5 37.3 449.3
2019 446.5 214.0 411.9 6.5 1,078.9
2020 732.6 332.8 421.1 0.9 1,487.4
2021 1,209.1 480.4 398.8 — 2,088.3
2022 3,036.1 631.1 158.8 — 3,826.0
$ 5,583.2 $ 1,739.6 $ 1,630.3 $ 212.4 $ 9,165.5
(In millions)
Dealer Loans as of December 31, 2022 (1)
Pre-term Consumer Loans (3)
Post-term Consumer Loans (4)
Total
Consumer Loan Assignment Year
Current (5)
Past Due
11-90 Days
Past Due
Over 90 Days
2017 and prior $ 7.7 $ 4.5 $ 20.4 $ 103.1 $ 135.7
2018 71.5 34.3 97.3 21.3 224.4
2019 215.2 100.7 196.9 4.2 517.0
2020 461.6 204.6 259.4 0.7 926.3
2021 836.1 324.8 268.0 — 1,428.9
2022 2,258.6 467.1 116.8 — 2,842.5
$ 3,850.7 $ 1,136.0 $ 958.8 $ 129.3 $ 6,074.8
(In millions)
Purchased Loans as of December 31, 2022 (2)
Pre-term Consumer Loans (3)
Post-term Consumer Loans (4)
Total
Consumer Loan Assignment Year
Current (5)
Past Due
11-90 Days
Past Due
Over 90 Days
2017 and prior $ 8.4 $ 5.1 $ 21.8 $ 64.6 $ 99.9
2018 71.3 37.4 100.2 16.0 224.9
2019 231.3 113.3 215.0 2.3 561.9
2020 271.0 128.2 161.7 0.2 561.1
2021 373.0 155.6 130.8 — 659.4
2022 777.5 164.0 42.0 — 983.5
$ 1,732.5 $ 603.6 $ 671.5 $ 83.1 $ 3,090.7
(1) As Consumer Loans are aggregated by Dealer for purposes of recognizing revenue and measuring credit losses, the Dealer Loan amount was estimated by allocating the balance of each Dealer Loan to the underlying Consumer Loans based on the forecasted future collections of each Consumer Loan.
(2) As certain Consumer Loans are aggregated by Dealer or month of purchase for purposes of recognizing revenue and measuring credit losses, the Purchased Loan amount was estimated by allocating the balance of certain Purchased Loans to the underlying Consumer Loans based on the forecasted future collections of each Consumer Loan.
(3) Represents the Loan balance attributable to Consumer Loans outstanding within their initial loan terms.
(4) Represents the Loan balance attributable to Consumer Loans outstanding beyond their initial loan terms.
(5) We consider a Consumer Loan to be current for purposes of forecasting expected collection rates if contractual repayments are less than 11 days past due .
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following table summarizes the write-offs for Consumer Loan assignments for the year ended December 31, 2023, segmented by year of assignment:
(In millions) For the Year Ended December 31, 2023
Write-offs by Consumer Loan Assignment Year Dealer Loans Purchased Loans Total
2018 and prior $ 120.6 $ 104.8 $ 225.4
2019 101.3 176.6 277.9
2020 107.0 101.9 208.9
2021 107.2 119.7 226.9
2022 113.3 158.0 271.3
2023 17.2 62.8 80.0
$ 566.6 $ 723.8 $ 1,290.4
During the second quarter of 2023, we adjusted our methodology for forecasting the amount and timing of future net cash flows from our Loan portfolio through the utilization of more recent Consumer Loan performance and Consumer Loan prepayment data. During the first half of 2023, we experienced a decrease in Consumer Loan prepayments to below-average levels and, as a result, slowed our forecasted net cash flow timing. The below-average levels of Consumer Loan prepayments continued through the fourth quarter of 2023. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change through provision for credit losses. The implementation of the adjustment to our forecasting methodology during the second quarter of 2023 reduced forecasted net cash flows by $44.5 million, or 0.5%, and increased provision for credit losses by $71.3 million.
The COVID-19 pandemic created conditions that increased the level of uncertainty associated with our estimate of the amount and timing of future net cash flows from our Loan portfolio. During the first quarter of 2020, we applied a subjective adjustment to our forecasting model to reflect our best estimate of the future impact of the COVID-19 pandemic on future net cash flows (“COVID forecast adjustment”), which reduced our estimate of future net cash flows by $162.2 million. We continued to apply the COVID forecast adjustment through the end of 2021, as it continued to represent our best estimate. During the first quarter of 2022, we determined that we had sufficient Consumer Loan performance experience since the lapse of federal stimulus payments and enhanced unemployment benefits to refine our estimate of future net cash flows. Accordingly, during the first quarter of 2022, we removed the COVID forecast adjustment and enhanced our methodology for forecasting the amount and timing of future net cash flows from our Loan portfolio through the utilization of more recent data and new forecast variables.
The removal of the COVID forecast adjustment and the implementation of the enhanced forecasting methodology during the first quarter of 2022 impacted forecasted net cash flows and provision for credit losses as follows:
(In millions) Increase / (Decrease) in
Forecasting Methodology Changes Forecasted Net Cash Flows Provision for Credit Losses
Removal of COVID forecast adjustment $ 149.5 $ ( 118.5 )
Implementation of enhanced forecasting methodology ( 53.8 ) 47.9
Total $ 95.7 $ ( 70.6 )
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
(In millions) As of December 31,
2023 2022
Land and land improvements $ 2.9 $ 2.9
Building and improvements 58.8 58.8
Data processing equipment and software 50.0 47.2
Office furniture and equipment 2.6 3.0
Total property and equipment 114.3 111.9
Less: Accumulated depreciation on property and equipment ( 67.8 ) ( 60.5 )
Total property and equipment, net $ 46.5 $ 51.4
As the vast majority of our team members now work remotely, we have significant excess space in the two office buildings that we own. We are actively exploring options to reduce our office space, which could result in the sale or lease of one or both of our buildings. As there is currently a significant amount of unoccupied office space, we believe the market value of our buildings and improvements, land and land improvements, and office furniture and equipment is significantly less than their combined carrying value of $ 34.4 million. If we were to reclassify one or both of these buildings as held for sale, we would be required to record an impairment charge to reduce their carrying value to their estimated market value less costs to sell.
Depreciation expense on property and equipment was $ 8.9 million, $ 9.0 million, and $ 9.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
7. REINSURANCE
A summary of reinsurance activity is as follows:
(In millions) For the Years Ended December 31,
2023 2022 2021
Net assumed written premiums $ 92.8 $ 72.5 $ 56.4
Net premiums earned 79.6 62.7 60.3
Provision for claims 70.7 46.4 38.8
Amortization of capitalized acquisition costs 1.9 1.5 1.4
The trust assets and related reinsurance liabilities are as follows:
(In millions) As of December 31,
Balance Sheet location 2023 2022
Trust assets Restricted cash and cash equivalents $ 1.4 $ 0.4
Trust assets Restricted securities available for sale 93.2 72.3
Unearned premium Accounts payable and accrued liabilities 67.6 54.4
Claims reserve (1) Accounts payable and accrued liabilities 5.6 3.1
(1) The claims reserve represents our liability for incurred-but-not-reported claims and is estimated based on historical claims experience.
The following tables present information about incurred and paid claims development for the five-year period ended December 31, 2023:
(Dollars in millions)
Cumulative Incurred Claims As of December 31, 2023
Incident Year As of December 31, Claims Reserve Cumulative Number of Reported Claims
2019 2020 2021 2022 2023
2019 $ 30.1 $ 30.2 $ 30.2 $ 30.2 $ 30.2 $ — 24,422
2020 37.7 37.6 37.7 37.7 — 28,208
2021 38.9 39.2 39.3 — 28,834
2022 46.0 47.7 — 30,441
2023 68.9 5.6 36,538
Total $ 223.8 $ 5.6 148,443
(In millions) Cumulative Paid Claims
As of December 31,
Incident Year 2019 2020 2021 2022 2023
2019 $ 28.3 $ 30.2 $ 30.2 $ 30.2 $ 30.2
2020 35.4 37.6 37.7 37.7
2021 36.5 39.2 39.3
2022 42.9 47.7
2023 63.3
Total $ 218.2
Average Annual Percentage Payout of Incurred Claims by Age
Claim Age (Years) 1 2 3 4 5
Payout Percentage 92.3 % 7.5 % 0.2 % — % — %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
8. OTHER INCOME
Other income consists of the following:
(In millions) For the Years Ended December 31,
2023 2022 2021
Ancillary product profit sharing $ 34.1 $ 60.6 $ 40.2
Interest 19.7 6.6 1.2
Remarketing fees 10.7 13.4 7.8
Other 2.4 2.8 3.9
Total $ 66.9 $ 83.4 $ 53.1
Ancillary product profit sharing consists of payments received from TPPs based upon the performance of vehicle service contracts and GAP contracts, and is recognized as income over the life of the vehicle service contracts and GAP contracts.
Interest consists of income earned on cash and cash equivalents, restricted cash and cash equivalents, and restricted securities available for sale. Interest income is generally recognized over time as it is earned. Interest income on restricted securities available for sale is recognized over the life of the underlying financial instruments using the interest method.
Remarketing fees consist of fees charged to Dealers that are retained from the sale of repossessed vehicles by Vehicle Remarketing Services, Inc. (“VRS”), our wholly owned subsidiary that is responsible for remarketing vehicles for Credit Acceptance. VRS coordinates vehicle repossessions with a nationwide network of repossession contractors, the redemption of the vehicles by the consumers, and the sale of the vehicles through a nationwide network of vehicle auctions. VRS recognizes income from the retained fees at the time of the sale and does not retain a fee if a repossessed vehicle is redeemed by the consumer prior to the sale.
The following table disaggregates our other income by major source of income and timing of the revenue recognition:
(In millions) For the Year Ended December 31, 2023
Ancillary product profit sharing Interest Remarketing fees Other Total Other Income
Source of income
Third-Party Providers $ 34.1 $ 19.7 $ — $ 0.1 $ 53.9
Dealers — — 10.7 2.3 13.0
Total $ 34.1 $ 19.7 $ 10.7 $ 2.4 $ 66.9
Timing of revenue recognition
Over time $ 34.1 $ 19.7 $ — $ 0.9 $ 54.7
At a point in time — — 10.7 1.5 12.2
Total $ 34.1 $ 19.7 $ 10.7 $ 2.4 $ 66.9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
9. DEBT
Debt consists of the following:
(In millions) As of December 31, 2023
Principal Outstanding Unamortized Debt Issuance Costs Unamortized Discount Carrying
Amount
Revolving secured lines of credit (1) $ 79.2 $ — $ — $ 79.2
Secured financing (2) 4,019.0 ( 25.6 ) ( 2.5 ) 3,990.9
Senior notes 1,000.0 ( 11.0 ) — 989.0
Mortgage note 8.4 — — 8.4
Total debt $ 5,106.6 $ ( 36.6 ) $ ( 2.5 ) $ 5,067.5
(In millions) As of December 31, 2022
Principal Outstanding Unamortized Debt Issuance Costs Unamortized Discount Carrying
Amount
Revolving secured lines of credit (1) $ 30.9 $ — $ — $ 30.9
Secured financing (2) 3,776.7 ( 16.9 ) ( 3.4 ) 3,756.4
Senior notes 800.0 ( 5.5 ) — 794.5
Mortgage note 8.9 — — 8.9
Total debt $ 4,616.5 $ ( 22.4 ) $ ( 3.4 ) $ 4,590.7
(1) Excludes deferred debt issuance costs of $ 4.2 million and $ 3.9 million as of December 31, 2023 and December 31, 2022, respectively, which are included in other assets.
(2) Warehouse facilities and Term ABS financings.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
General information for each of our financing transactions in place as of December 31, 2023 is as follows:
(Dollars in millions)
Financings Wholly Owned Subsidiary Maturity Date Financing Amount Interest Rate Basis as of December 31, 2023
Revolving Secured
Line of Credit Facility n/a 06/22/26 $ 390.0 At our option, either the Bloomberg Short-Term Bank Yield Index rate (BSBY) plus 187.5 basis points or the prime rate plus 87.5 basis points
RTP Facility n/a — (1) $ 20.0 BSBY plus 187.5 basis points
Warehouse Facility II (2) CAC Warehouse Funding LLC II 04/30/26 (3) $ 400.0 The Secured Overnight Financing Rate (SOFR) plus 230 basis points
Warehouse Facility IV (2) CAC Warehouse Funding LLC IV 12/29/26 (3) $ 300.0 SOFR plus 221.4 basis points (4)
Warehouse Facility V (2) CAC Warehouse Funding LLC V 12/29/25 (5) $ 200.0 SOFR plus 245 basis points (4)
Warehouse Facility VI (2) CAC Warehouse Funding LLC VI 09/30/26 (3) $ 75.0 BSBY plus 200 basis points
Warehouse Facility VIII (2) CAC Warehouse Funding LLC VIII 09/21/26 (3) $ 200.0 SOFR plus 225.0 basis points (4)
Term ABS 2019-2 (2) Credit Acceptance Funding LLC 2019-2 08/15/25 (6) $ 500.0 Fixed rate
Term ABS 2020-3 (2) Credit Acceptance Funding LLC 2020-3 10/17/22 (3) $ 600.0 Fixed rate
Term ABS 2021-1 (2) Credit Acceptance Funding LLC 2021-1 12/16/24 (6) $ 100.0 SOFR plus 220 basis points (4)
Term ABS 2021-2 (2) Credit Acceptance Funding LLC 2021-2 02/15/23 (3) $ 500.0 Fixed rate
Term ABS 2021-3 (2) Credit Acceptance Funding LLC 2021-3 05/15/23 (3) $ 450.0 Fixed rate
Term ABS 2021-4 (2) Credit Acceptance Funding LLC 2021-4 10/16/23 (3) $ 250.1 Fixed rate
Term ABS 2022-1 (2) Credit Acceptance Funding LLC 2022-1 06/17/24 (3) $ 350.0 Fixed rate
Term ABS 2022-2 (2) Credit Acceptance Funding LLC 2022-2 12/15/25 (6) $ 200.0 SOFR plus 235 basis points (4)
Term ABS 2022-3 (2) Credit Acceptance Funding LLC 2022-3 10/15/24 (3) $ 389.9 Fixed rate
Term ABS 2023-1 (2) Credit Acceptance Funding LLC 2023-1 03/17/25 (3) $ 400.0 Fixed rate
Term ABS 2023-2 (2) Credit Acceptance Funding LLC 2023-2 05/15/25 (3) $ 400.0 Fixed rate
Term ABS 2023-3 (2) Credit Acceptance Funding LLC 2023-3 08/15/25 (3) $ 400.0 Fixed rate
Term ABS 2023-A (2) Credit Acceptance Funding LLC 2023-A 12/15/25 (6) $ 200.0 Fixed rate
Term ABS 2023-5 (2) Credit Acceptance Funding LLC 2023-5 12/15/25 (3) $ 294.0 Fixed rate
2026 Senior Notes n/a 03/15/26 $ 400.0 Fixed rate
2028 Senior Notes n/a 12/15/28 $ 600.0 Fixed rate
Mortgage Note (2) Chapter 4 Properties, LLC 08/06/28 $ 9.0 BSBY plus 150 basis points
(1) Borrowings are subject to repayment on demand.
(2) Financing made available only to a specified subsidiary of the Company.
(3) Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date based on the cash flows of the pledged assets.
(4) Interest rate cap agreements are in place to limit the exposure to increasing interest rates.
(5) Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date and any amounts remaining on December 27, 2027 will be due on that date.
(6) Represents the revolving maturity date. The Company has the option to redeem and retire the indebtedness after the revolving maturity date. If we do not elect this option, the outstanding balance will amortize based on the cash flows of the pledged assets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Additional information related to the amounts outstanding on each facility is as follows:
(In millions) For the Years Ended December 31,
2023 2022
Revolving Secured Lines of Credit
Maximum outstanding principal balance $ 355.5 $ 379.7
Average outstanding principal balance 156.8 133.4
Warehouse Facility II
Maximum outstanding principal balance $ 201.0 $ 201.0
Average outstanding principal balance 74.3 83.0
Warehouse Facility IV
Maximum outstanding principal balance $ 100.0 $ 43.8
Average outstanding principal balance 14.0 4.3
Warehouse Facility V
Maximum outstanding principal balance $ 82.0 $ —
Average outstanding principal balance 5.2 —
Warehouse Facility VI
Maximum outstanding principal balance $ — $ 50.0
Average outstanding principal balance — 23.1
Warehouse Facility VIII
Maximum outstanding principal balance $ 82.0 $ 48.2
Average outstanding principal balance 5.2 4.7
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(Dollars in millions) As of December 31,
2023 2022
Revolving Secured Lines of Credit
Principal balance outstanding $ 79.2 $ 30.9
Amount available for borrowing (1) 330.8 379.1
Interest rate 7.33 % 6.25 %
Warehouse Facility II
Principal balance outstanding $ — $ —
Amount available for borrowing (1) 400.0 400.0
Loans pledged as collateral — —
Restricted cash and cash equivalents pledged as collateral 1.0 1.0
Interest rate — % — %
Warehouse Facility IV
Principal balance outstanding $ — $ —
Amount available for borrowing (1) 300.0 300.0
Loans pledged as collateral — —
Restricted cash and cash equivalents pledged as collateral 1.5 1.0
Interest rate — % — %
Warehouse Facility V
Principal balance outstanding $ — $ —
Amount available for borrowing (1) 200.0 200.0
Loans pledged as collateral — —
Restricted cash and cash equivalents pledged as collateral 1.0 1.0
Interest rate — % — %
Warehouse Facility VI
Principal balance outstanding $ — $ —
Amount available for borrowing (1) 75.0 75.0
Loans pledged as collateral — —
Restricted cash and cash equivalents pledged as collateral — —
Interest rate — % — %
Warehouse Facility VIII
Principal balance outstanding $ — $ —
Amount available for borrowing (1) 200.0 200.0
Loans pledged as collateral — —
Restricted cash and cash equivalents pledged as collateral 0.8 —
Interest rate — % — %
Term ABS 2019-2
Principal balance outstanding $ 500.0 $ 500.0
Loans pledged as collateral 597.3 627.5
Restricted cash and cash equivalents pledged as collateral 47.6 51.0
Interest rate 5.15 % 5.15 %
Term ABS 2019-3
Principal balance outstanding $ — $ 64.4
Loans pledged as collateral — 200.9
Restricted cash and cash equivalents pledged as collateral — 24.5
Interest rate — % 3.00 %
Term ABS 2020-1
Principal balance outstanding $ — $ 144.6
Loans pledged as collateral — 362.5
Restricted cash and cash equivalents pledged as collateral — 38.8
Interest rate — % 2.51 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(Dollars in millions) As of December 31,
2023 2022
Term ABS 2020-2
Principal balance outstanding $ — $ 307.0
Loans pledged as collateral — 452.0
Restricted cash and cash equivalents pledged as collateral — 43.9
Interest rate — % 1.81 %
Term ABS 2020-3
Principal balance outstanding $ 110.3 $ 520.7
Loans pledged as collateral 418.4 655.1
Restricted cash and cash equivalents pledged as collateral 42.3 53.9
Interest rate 2.06 % 1.47 %
Term ABS 2021-1
Principal balance outstanding $ 100.0 $ 100.0
Loans pledged as collateral 112.8 115.0
Restricted cash and cash equivalents pledged as collateral 8.8 8.5
Interest rate 7.56 % 6.52 %
Term ABS 2021-2
Principal balance outstanding $ 188.2 $ 500.0
Loans pledged as collateral 415.5 572.9
Restricted cash and cash equivalents pledged as collateral 37.3 44.5
Interest rate 1.38 % 1.12 %
Term ABS 2021-3
Principal balance outstanding $ 265.0 $ 450.0
Loans pledged as collateral 396.3 519.9
Restricted cash and cash equivalents pledged as collateral 33.8 38.8
Interest rate 1.24 % 1.14 %
Term ABS 2021-4
Principal balance outstanding $ 221.6 $ 250.1
Loans pledged as collateral 255.2 278.5
Restricted cash and cash equivalents pledged as collateral 21.0 21.8
Interest rate 1.46 % 1.44 %
Term ABS 2022-1
Principal balance outstanding $ 350.0 $ 350.0
Loans pledged as collateral 378.2 434.7
Restricted cash and cash equivalents pledged as collateral 27.4 27.7
Interest rate 5.03 % 5.03 %
Term ABS 2022-2
Principal balance outstanding $ 200.0 $ 200.0
Loans pledged as collateral 212.1 229.3
Restricted cash and cash equivalents pledged as collateral 14.7 25.6
Interest rate 7.66 % 6.65 %
Term ABS 2022-3
Principal balance outstanding $ 389.9 $ 389.9
Loans pledged as collateral 418.9 429.2
Restricted cash and cash equivalents pledged as collateral 28.9 27.6
Interest rate 7.68 % 7.68 %
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(Dollars in millions) As of December 31,
2023 2022
Term ABS 2023-1
Principal balance outstanding $ 400.0 $ —
Loans pledged as collateral 611.6 —
Restricted cash and cash equivalents pledged as collateral 38.5 —
Interest rate 6.92 % — %
Term ABS 2023-2
Principal balance outstanding $ 400.0 $ —
Loans pledged as collateral 701.7 —
Restricted cash and cash equivalents pledged as collateral 42.0 —
Interest rate 6.39 % — %
Term ABS 2023-3
Principal balance outstanding $ 400.0 $ —
Loans pledged as collateral 643.8 —
Restricted cash and cash equivalents pledged as collateral 40.3 —
Interest rate 6.86 % — %
Term ABS 2023-A
Principal balance outstanding $ 200.0 $ —
Loans pledged as collateral 273.4 —
Restricted cash and cash equivalents pledged as collateral 17.2 —
Interest rate 7.51 % — %
Term ABS 2023-5
Principal balance outstanding $ 294.0 $ —
Loans pledged as collateral 433.9 —
Restricted cash and cash equivalents pledged as collateral 52.2 —
Interest rate 6.54 % — %
2024 Senior Notes
Principal balance outstanding $ — $ 400.0
Interest rate — % 5.125 %
2026 Senior Notes
Principal balance outstanding $ 400.0 $ 400.0
Interest rate 6.625 % 6.625 %
2028 Senior Notes
Principal balance outstanding $ 600.0 $ —
Interest rate 9.250 % — %
Mortgage Note
Principal balance outstanding $ 8.4 $ 8.9
Interest rate 6.88 % 5.46 %
(1) Availability may be limited by the amount of assets pledged as collateral.
Revolving Secured Lines of Credit
We have two revolving secured lines of credit: (1) a $ 390.0 million revolving secured line of credit facility, to which we refer as our revolving secured line of credit facility, with a commercial bank syndicate and (2) an uncommitted $20.0 million revolving secured line of credit facility, to which we refer as the RTP facility, with a lender for use solely in facilitating payments by the Company through the lender’s real-time payments service.
Borrowings under our revolving secured line of credit facility, including any letters of credit issued under the facility, are subject to a borrowing-base limitation. This limitation equals 80 % of the value of Loans, as defined in the agreement governing
84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
our revolving secured line of credit facility, less a hedging reserve (not exceeding $ 1.0 million), and the amount of other debt secured by the collateral that secures our revolving secured line of credit facility. Borrowings under our revolving secured line of credit facility are secured by a lien on most of our assets that do not secure obligations under our Warehouse facilities or Term ABS financings.
Borrowings under the RTP facility are secured by a lien on the same collateral that secures obligations under our revolving secured line of credit facility. The RTP facility terminates automatically if the lender ceases to be part of the commercial bank syndicate under our revolving secured line of credit facility or if its lending commitments under our revolving secured line of credit facility are terminated.
Warehouse Facilities
We have five Warehouse facilities with total borrowing capacity of $ 1,175.0 million. Each of the facilities is with a different lender or group of lenders. Under each Warehouse facility, we can convey Loans to the applicable wholly owned subsidiary in return for cash and/or an increase in the value of our equity in such subsidiary. In turn, each such subsidiary pledges the Loans as collateral to secure financing that will fund the cash portion of the purchase price of the Loans. The financing provided to each such subsidiary under the applicable facility is generally limited to the lesser of 80 % of the outstanding balance of the conveyed Loans, as determined in accordance with the applicable agreement, plus certain restricted cash and cash equivalents pledged as collateral, or the facility limit.
The financings create indebtedness for which the subsidiaries are liable and which is secured by all the assets of each subsidiary. Such indebtedness is non-recourse to us (other than customary, limited recourse to us in the form of repurchase obligations or indemnification obligations for any violations by us of our representations or obligations as seller, servicer, or custodian), even though we are consolidated for financial reporting purposes with the subsidiaries. Because the subsidiaries are organized as bankruptcy-remote legal entities separate from us, their assets (including the conveyed Loans) are not available to any creditors other than the creditors of the applicable subsidiary.
The subsidiaries pay us a monthly servicing fee equal to either 4 % or 6 %, depending upon the facility, of the collections received with respect to the conveyed Loans. The servicing fee is paid out of the collections. Except for the servicing fee and holdback payments due to Dealers, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees, and other related costs have been paid in full. If a facility is in its revolving period, the applicable subsidiary is entitled to the portion of such collections available after the payment of interest and transaction expenses under the facility, provided that the borrowing base requirements of the facility are satisfied.
Term ABS Financings
We have wholly owned subsidiaries (the “Funding LLCs”) that have completed secured financing transactions with qualified institutional investors or lenders. In connection with each of these transactions, we conveyed Loans on an arms-length basis to a Funding LLC for cash and the sole membership interest in that Funding LLC. In turn, each Funding LLC, other than the Funding LLCs for the Term ABS 2019-2, 2021-1, 2022-2, and 2023-A financings, conveyed the Loans to the respective trusts that issued notes to qualified institutional investors. The Funding LLCs for the Term ABS 2019-2, 2021-1, 2022-2, and 2023-A financings pledged the Loans for the benefit of their respective lenders. The Term ABS 2020-3, 2021-2, 2021-3, 2021-4, 2023-1, 2023-2, 2023-3, 2023-A, and 2023-5 financings each consist of three classes of notes, while the Term ABS 2022-1 and Term ABS 2022-3 financings consist of four classes of notes.
Each Term ABS financing at the time of issuance has a specified revolving period during which we are likely to convey additional Loans to the applicable Funding LLC. Each Funding LLC (other than the Funding LLCs of the Term ABS 2019-2, 2021-1, 2022-2, and 2023-A financings) will then convey the Loans to its respective trust. At the end of the applicable revolving period, the debt outstanding under each financing will begin to amortize.
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The Term ABS financings create indebtedness for which the applicable trust or Funding LLC is liable and which is secured by all the assets of the applicable trust or Funding LLC. Such indebtedness is non-recourse to us (other than customary, limited recourse to us in the form of repurchase obligations or indemnification obligations for any violations by us of our representations or obligations as seller, servicer, or custodian) , even though we are consolidated for financial reporting purposes with the trusts and the Funding LLCs. Because the trusts and the Funding LLCs are organized as bankruptcy-remote legal entities separate from us, their assets (including the conveyed Loans) are not available to any creditors other than the creditors of the applicable subsidiary. We receive a monthly servicing fee on each financing equal to either 4 % or 6 %, depending upon the financing, of the collections received with respect to the conveyed Loans. The fee is paid out of the collections. Except for the servicing fee and Dealer Holdback payments due to Dealers, if a Term ABS financing is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees, and other related costs have been paid in full. If a Term ABS financing is in its revolving period, the applicable trust or Funding LLC is entitled to the portion of such collections available after application of any amounts necessary to acquire additional Loans from us and to pay accrued interest on the debt and any other transaction expenses, provided that any necessary principal payments are made to compensate for certain reductions in the balance of eligible loans or, in the case of Term ABS financings occurring after the Term ABS 2021-3 financing, certain reductions in forecasted collections. In addition, in our capacity as servicer of the Loans, we have a limited right to exercise a “clean-up call” option to purchase Loans from the Funding LLCs and/or the trusts under certain specified circumstances. For those Funding LLCs with a trust, when the trust’s indebtedness is paid in full, either through collections or through a prepayment of the indebtedness, the trust is to pay any remaining collections over to its Funding LLC as the sole beneficiary of the trust. For all Funding LLCs, after the indebtedness is paid in full, any remaining collections will ultimately be available to be distributed to us as the sole member of the respective Funding LLC.
The table below sets forth certain additional details regarding the outstanding Term ABS financings:
(Dollars in millions)
Term ABS Financings Closing Date Net Book Value of Loans
Conveyed at Closing Revolving Period
Term ABS 2019-2 August 28, 2019 $ 625.1 Through August 15, 2025
Term ABS 2020-3 October 22, 2020 750.1 Through October 17, 2022
Term ABS 2021-1 January 29, 2021 125.1 Through December 16, 2024
Term ABS 2021-2 February 18, 2021 625.1 Through February 15, 2023
Term ABS 2021-3 May 20, 2021 562.6 Through May 15, 2023
Term ABS 2021-4 October 28, 2021 312.6 Through October 16, 2023
Term ABS 2022-1 June 16, 2022 437.6 Through June 17, 2024
Term ABS 2022-2 December 15, 2022 250.1 Through December 15, 2025
Term ABS 2022-3 November 3, 2022 500.1 Through October 15, 2024
Term ABS 2023-1 March 16, 2023 500.2 Through March 17, 2025
Term ABS 2023-2 May 25, 2023 500.1 Through May 15, 2025
Term ABS 2023-3 August 24, 2023 500.1 Through August 15, 2025
Term ABS 2023-A November 30, 2023 252.0 Through December 15, 2025
Term ABS 2023-5 December 21, 2023 375.1 Through December 15, 2025
Senior Notes
On December 19, 2023, we issued $600.0 million aggregate principal amount of 9.250% senior notes due 2028 (the “2028 senior notes”). The 2028 senior notes were issued pursuant to an indenture, dated as of December 19, 2023, among the Company, as issuer, the Company’s subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc., as guarantors (collectively, the “Guarantors”), and the trustee under the indenture.
The 2028 senior notes mature on December 15, 2028 and bear interest at a rate of 9.250% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on June 15 and December 15 of each year, beginning on June 15, 2024. We used a portion of the net proceeds from the 2028 senior notes to repurchase or redeem all of the $400.0 million outstanding principal amount of our 5.125% senior notes due 2024 (the “2024 senior notes”), of which $322.3 million was repurchased on December 19, 2023 and the remaining $77.7 million was redeemed on December 31, 2023. We used the remaining net proceeds from the 2028 senior notes for general corporate purposes. During the fourth quarter of 2023, we recognized a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase and redemption of the 2024 senior notes.
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
On March 7, 2019, we issued $ 400.0 million aggregate principal amount of 6.625 % senior notes due 2026 (the “2026 senior notes”). The 2026 senior notes were issued pursuant to an indenture, dated as of March 7, 2019, among the Company, as issuer, the Guarantors and the trustee under the indenture.
The 2026 senior notes mature on March 15, 2026 and bear interest at a rate of 6.625 % per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2019. We used the net proceeds from the offering of the 2026 senior notes for general corporate purposes, including repayment of outstanding borrowings under our revolving secured line of credit facility.
The 2028 senior notes and 2026 senior notes (the “senior notes”) are guaranteed on a senior basis by the Guarantors, which are also guarantors of obligations under our revolving secured line of credit facility. Other existing and future subsidiaries of ours may become guarantors of the senior notes in the future. The indentures for the senior notes provide for a guarantor of the senior notes to be released from its obligations under its guarantee of the senior notes under specified circumstances.
Mortgage Note
We have a $ 9.0 million mortgage note with a commercial bank that is secured by a first mortgage lien on a building acquired by us and an assignment of all leases, rents, revenues, and profits under all present and future leases of the building. The note matures on August 6, 2028, and bears interest at BSBY plus 150 basis points.
Principal Debt Maturities
The scheduled principal maturities of our debt as of December 31, 2023 are as follows:
(In millions)
Year Revolving Secured Lines of Credit Facility Warehouse Facilities Term ABS
Financings (1) Senior Notes Mortgage Note Total
2024 $ — $ — $ 953.0 $ — $ 0.4 $ 953.4
2025 — — 1,879.3 — 0.5 1,879.8
2026 79.2 — 1,113.2 400.0 0.5 1,592.9
2027 — — 73.5 — 0.6 74.1
2028 — — — 600.0 6.4 606.4
Thereafter — — — — — —
Total $ 79.2 $ — $ 4,019.0 $ 1,000.0 $ 8.4 $ 5,106.6
(1) The principal maturities of the Term ABS financings are estimated based on forecasted collections.
Debt Covenants
As of December 31, 2023, we were in compliance with our covenants under our revolving secured line of credit facility and our Warehouse facilities, including those that require the maintenance of certain financial ratios and other financial conditions. These covenants require a minimum ratio of (1) our net earnings, adjusted for specified items, before income taxes, depreciation, amortization, and fixed charges to (2) our fixed charges, as defined in the agreements. These covenants also limit the maximum ratio of our funded debt less unrestricted cash and cash equivalents to tangible net worth. Some of these covenants may indirectly limit the repurchase of common stock or payment of dividends on common stock. Our Warehouse facilities also contain covenants that measure the performance of the conveyed assets.
Our Term ABS financings also contain covenants that measure the performance of the conveyed assets. As of December 31, 2023, we were in compliance with all such covenants. As of the end of the year, we were also in compliance with our covenants under the senior notes indentures and the RTP facility.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
10. DERIVATIVE AND HEDGING INSTRUMENTS
Interest Rate Caps. We utilize interest rate cap agreements to manage the interest rate risk on certain secured financings. The following tables provide the terms of our interest rate cap agreements that were in effect as of December 31, 2023 and 2022:
(Dollars in millions)
As of December 31, 2023
Facility Amount Facility Name Purpose Start End Notional Cap Interest Rate (1)
$ 300.0 Warehouse Facility IV Cap Floating Rate 05/2023 11/2024 $ 300.0 7.50 %
200.0 Warehouse Facility V Cap Floating Rate 04/2023 01/2026 94.0 5.44 %
200.0 Warehouse Facility VIII Cap Floating Rate 09/2022 09/2025 200.0 5.42 %
100.0 Term ABS 2021-1 Cap Floating Rate 04/2023 06/2024 37.5 5.46 %
200.0 Term ABS 2022-2 Cap Floating Rate 12/2022 06/2024 200.0 6.50 %
(Dollars in millions)
As of December 31, 2022
Facility Amount Facility Name Purpose Start End Notional Cap Interest Rate (1)
$ 400.0 Warehouse Facility II Cap Floating Rate 07/2022 12/2023 $ 205.0 6.50 %
300.0 Warehouse Facility IV Cap Floating Rate 07/2019 07/2023 175.0 6.50 %
200.0 Warehouse Facility V Cap Floating Rate 12/2020 01/2026 94.0 5.50 %
200.0 Warehouse Facility VIII Cap Floating Rate 08/2019 08/2023 116.7 5.50 %
Cap Floating Rate 09/2022 09/2025 83.3 5.50 %
200.0
100.0 Term ABS 2021-1 Cap Floating Rate 02/2021 06/2024 100.0 5.50 %
200.0 Term ABS 2022-2 Cap Floating Rate 12/2022 06/2024 200.0 6.50 %
(1) Rate excludes the spread over the corresponding benchmark rate.
The interest rate caps have not been designated as hedging instruments. As of December 31, 2023 and 2022, the interest rate caps had a fair value of $ 0.1 million and $ 2.0 million, respectively.
Information related to the effect of derivative instruments not designated as hedging instruments on our consolidated statements of income for the years ended December 31, 2023, 2022, and 2021 is as follows:
(In millions) Amount of (Income) Loss
Recognized in Income on Derivatives
Derivatives Not Designated as
Hedging Instruments For the Years Ended December 31,
Location 2023 2022 2021
Interest rate caps Interest expense $ 2.0 $ ( 1.0 ) $ ( 0.1 )
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
11. INCOME TAXES
Income Tax Provision
The income tax provision consists of the following:
(In millions) For the Years Ended December 31,
2023 2022 2021
Income before provision for income taxes: $ 367.6 $ 711.7 $ 1,260.9
Current provision for income taxes:
Federal 97.1 152.7 217.9
State 20.2 28.5 38.6
117.3 181.2 256.5
Deferred provision for income taxes:
Federal ( 26.4 ) ( 10.8 ) 36.7
State ( 11.6 ) 3.1 7.9
( 38.0 ) ( 7.7 ) 44.6
Interest and penalties expense:
Interest 2.2 2.4 1.5
Penalties — — —
2.2 2.4 1.5
Provision for income taxes $ 81.5 $ 175.9 $ 302.6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Deferred Taxes
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities consist of the following:
(In millions) As of December 31,
2023 2022
Deferred tax assets:
Allowance for credit losses $ 741.2 $ 693.5
Stock-based compensation 14.6 18.3
Deferred state net operating loss 13.7 4.7
Other, net 14.1 12.2
Total deferred tax assets 783.6 728.7
Deferred tax liabilities:
Valuation of Loans receivable 1,158.9 1,140.4
Deferred Loan origination costs 1.6 1.6
Other, net 12.3 13.4
Total deferred tax liabilities 1,172.8 1,155.4
Net deferred tax liability $ 389.2 $ 426.7
The deferred state net operating loss tax asset arising from the operating loss carryforward for state income tax purposes is expected to expire at various times beginning in 2034, if not utilized. We do not anticipate expiration of the net operating loss carryforwards prior to their utilization.
Effective Income Tax Rate
A reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate is as follows:
For the Years Ended December 31,
2023 2022 2021
U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 %
State and local income taxes 2.7 % 3.8 % 3.0 %
Non-deductible executive compensation expense 1.3 % 0.5 % 0.2 %
Excess tax benefits from stock-based compensation plans - 3.0 % - 0.8 % - 0.3 %
Other 0.2 % 0.2 % 0.1 %
Effective income tax rate 22.2 % 24.7 % 24.0 %
State and local income taxes
For the year ended December 31, 2023, the impact of state and local income taxes on our effective income tax rate decreased from 2022 primarily due to the settlement of an uncertain tax position for state income taxes during the second quarter of 2023.
The increase in our state and local income tax rate from 2021 to 2022 was primarily due to changes in state and local tax laws that were enacted during the third quarter of 2022. The enactment of these tax law changes increased our effective income tax rate by approximately 60 basis points for the year ended December 31, 2022, of which 50 basis points related to the impact of tax law changes that are effective for future periods and 10 basis points related to the impact of tax law changes that were effective retroactively to the beginning of 2022.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Non-deductible executive compensation expense
The impact of non-deductible executive compensation expense on our effective income tax rate for year ended December 31, 2023 increased in magnitude from the same period in 2022 primarily due to an increase in non-deductible executive compensation expense and a decrease in pre-tax income.
Excess tax benefits from stock-based compensation
We recognize an excess tax benefit or tax deficiency when the deduction for the stock-based compensation expense of a stock award for tax purposes differs from the cumulative stock-based compensation expense recognized in the financial statements. The excess tax benefit or tax deficiency is recognized in provision for income taxes in the period in which the amount of the deduction is determined, which is when restricted stock vests, restricted stock units are converted to common stock, or stock options are exercised. Excess tax benefits reduce our effective income tax rate, while tax deficiencies increase our effective income tax rate. The impact of excess tax benefits on our effective income tax rate for the year ended December 31, 2023 increased from the same period in 2022 primarily due to an increase in the number of restricted stock units that were converted to common stock during 2023 due to the timing of long-term stock award grants.
Unrecognized Tax Benefits
The following table is a summary of changes in gross unrecognized tax benefits:
(In millions) For the Years Ended December 31,
2023 2022 2021
Unrecognized tax benefits at January 1, $ 57.1 $ 49.4 $ 41.8
Additions for tax positions of the current year 16.2 14.5 13.4
Additions for tax positions of prior years — — 0.9
Reductions for tax positions of prior years ( 0.1 ) — —
Settlements ( 3.7 ) — —
Reductions as a result of a lapse of the statute of limitations ( 8.5 ) ( 6.8 ) ( 6.7 )
Unrecognized tax benefits at December 31, $ 61.0 $ 57.1 $ 49.4
The total amount of gross unrecognized tax benefits that, if recognized, would favorably affect our effective income tax rate in future periods was $ 61.0 million as of December 31, 2023. As of December 31, 2023, it is not possible to reasonably estimate the expected change to the total amount of unrecognized tax benefits in the next twelve months. Accrued interest related to uncertain tax positions was $ 15.1 million and $ 13.2 million as of December 31, 2023 and 2022, respectively.
We are subject to income tax in federal, state, and local jurisdictions. We are generally no longer subject to tax examinations on federal returns filed for years prior to 2020 and state and local returns filed for years prior to 2017.
12. NET INCOME PER SHARE
Basic net income per share has been computed by dividing net income by the basic number of weighted average shares outstanding. Diluted net income per share has been computed by dividing net income by the diluted number of weighted average shares outstanding using the treasury stock method. The share effect is as follows:
For the Years Ended December 31,
2023 2022 2021
Weighted average shares outstanding:
Common shares 12,728,888 13,197,912 15,727,140
Vested restricted stock units 224,536 365,973 358,683
Basic number of weighted average shares outstanding 12,953,424 13,563,885 16,085,823
Dilutive effect of restricted stock, restricted stock units, and stock options 57,311 61,196 14,729
Dilutive number of weighted average shares outstanding 13,010,735 13,625,081 16,100,552
91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
The following outstanding stock awards were excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive:
For the Years Ended December 31,
2023 2022 2021
Stock options 228,998 189,465 349,222
Restricted stock units 3,185 2,827 —
Total 232,183 192,292 349,222
13. STOCK REPURCHASES
The following table summarizes our stock repurchases for the years ended December 31, 2023, 2022, and 2021:
(Dollars in millions) For the Years Ended December 31,
2023 2022 2021
Stock Repurchases Number of Shares Repurchased Cost Number of Shares Repurchased Cost Number of Shares Repurchased Cost
Open Market (1) 352,062 $ 175.1 1,467,481 $ 773.0 2,877,060 $ 1,469.1
Other (2) 57,255 27.5 24,000 11.5 7,066 2.7
Total 409,317 $ 202.6 1,491,481 $ 784.5 2,884,126 $ 1,471.8
(1) Represents repurchases under authorizations by the board of directors for the repurchase of shares by us from time to time in the open market through privately negotiated transactions, through block trades, pursuant to trading plans adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or otherwise. On August 21, 2023, the board of directors authorized the repurchase of up to two million shares of our common stock in addition to the board’s prior authorizations. As of December 31, 2023, we had authorization to repurchase 1,806,007 shares of our common stock.
(2) Represents shares of common stock released to us by team members as payment of tax withholdings upon the vesting of restricted stock units and the conversion of restricted stock units to common stock.
14. STOCK-BASED COMPENSATION PLANS
Pursuant to our Amended and Restated Incentive Compensation Plan (the “Incentive Plan”), at any time prior to April 12, 2031, we can grant stock-based awards in the form of restricted stock, restricted stock units, and stock options to team members, officers, directors, and contractors. On April 10, 2023, our board of directors approved an amendment to the Incentive Plan, subject to shareholder approval, increasing the number of shares authorized for issuance by 250,000 shares, to 3,000,000 shares. Shareholder approval was received at our annual meeting of shareholders on June 2, 2023. The shares available for future grants under the Incentive Plan totaled 455,100 as of December 31, 2023.
Stock option grants
We grant time-based stock options to team members and directors in accordance with the Incentive Plan. Based on the terms of individual stock option grant agreements, the stock options:
• vest and become exercisable in three or four equal annual installments beginning on the first anniversary of the date on which the options were granted, based on continuous employment or service, and
• expire either six or ten years from the date of the grant.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
A summary of the stock option activity under the Incentive Plan for the year ended December 31, 2023, is presented below:
Stock Options Number of Stock Options Weighted Average Exercise Price Per Share Aggregate Intrinsic
Value (1)
(in millions) Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2022
682,074 $ 365.34
Exercised ( 15,624 ) 333.94
Forfeited ( 11,250 ) 374.68
Outstanding as of December 31, 2023
655,200 $ 365.93 $ 110.1 4.0
Exercisable as of December 31, 2023
406,288 $ 352.67 $ 73.3 3.7
Unvested as of December 31, 2023
248,912 $ 387.58 $ 36.8 4.4
(1) The intrinsic value of stock options is the amount by which the market price of the stock as of December 31, 2023 exceeded the exercise price of the options .
The total intrinsic value of stock options exercised during 2023 was $ 2.8 million. Net cash proceeds from the exercise of stock options in 2023 was $ 5.2 million.
Restricted Stock Units
We grant performance-based and time-based restricted stock units to team members and directors in accordance with the Incentive Plan. The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant. Each restricted stock unit represents and has a value equal to one share of common stock. Based on the terms of individual restricted stock unit grant agreements, restricted stock units vest under one of the following methods:
• For our former Chief Executive Officer, over a period of ten years , based on continuous employment and the cumulative improvement in our annual adjusted economic profit.
• For certain team members, over a period of three or four years , based on continuous employment.
• For independent directors, over a period of three years , based on continuous service as a director.
• For certain independent directors, over a period of five years , based upon the compounded annual growth rate in our adjusted net income per diluted share, a non-GAAP financial measure.
A summary of the restricted stock unit (“RSU”) activity under the Incentive Plan for the year ended December 31, 2023, is presented below:
Restricted Stock Units Number of Restricted Stock Units Weighted Average Grant-Date Fair Value Per Share Aggregate Intrinsic
Value (2)
(in millions) Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2022 341,228 $ 169.28
Granted 22,261 454.04
Converted ( 159,205 ) 194.97
Forfeited ( 840 ) 462.46
Outstanding as of December 31, 2023 (1) 203,444 $ 179.13 $ 108.4 1.5
Vested as of December 31, 2023 163,948 $ 110.92 $ 87.3 1.5
(1) No RSUs outstanding at December 31, 2023 were convertible to shares of common stock.
(2) The intrinsic value of RSUs is measured by applying the closing stock price as of December 31, 2023 to the applicable number of units.
The grant-date weighted average fair value of RSUs granted in 2023, 2022, and 2021 was $ 454.04 , $ 488.27 , and $ 366.07 , respectively. The total intrinsic value of RSUs converted to common stock during 2023, 2022, and 2021 was $ 84.8 million, $ 27.5 million, and $ 7.9 million, respectively. During 2021, we recognized a $ 3.0 million reversal of stock-based compensation expense due to the forfeiture of 31,000 unvested RSUs upon the retirement of our former Chief Executive Officer in May 2021.
93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
Restricted Stock
Prior to 2020, we granted performance-based and time-based shares of restricted stock to team members in accordance with the Incentive Plan. As of December 31, 2023 and December 31, 2022, there were no unvested shares of restricted stock. During 2021, we recognized an $ 8.5 million reversal of stock-based compensation expense due to the forfeiture of 109,000 shares of unvested restricted stock upon the retirement of our former Chief Executive Officer in May 2021.
Stock-based compensation expense
Stock-based compensation expense consists of the following:
(In millions) For the Years Ended December 31,
2023 2022 2021
Stock options $ 33.5 $ 33.8 $ 33.7
Restricted stock units 5.6 2.7 ( 1.1 )
Restricted stock — — ( 7.8 )
Total $ 39.1 $ 36.5 $ 24.8
Assuming performance targets are achieved in the periods currently estimated, we expect to recognize the remaining expense for stock-based awards outstanding as of December 31, 2023 over a weighted average period of 0.9 years, as follows:
(In millions)
For the Years Ended December 31, Stock Options Restricted
Stock Units Total Projected Expense
2024 $ 33.4 $ 5.8 $ 39.2
2025 5.2 5.0 10.2
2026 1.2 3.2 4.4
2027 — 0.1 0.1
Total $ 39.8 $ 14.1 $ 53.9
15. BUSINESS SEGMENT AND OTHER INFORMATION
Business Segment Overview
We identify operating segments as components of our business for which separate financial information is regularly evaluated by the chief operating decision-maker (“CODM”) in making decisions regarding resource allocation and assessing performance. We periodically review and redefine our segment reporting as internal management reporting practices evolve and the components of our business change. Currently, the CODM reviews consolidated financial statements and metrics to allocate resources and assess performance. Thus, we have determined that we operate in one reportable operating segment. The consolidated financial statements reflect the financial results of our one reportable operating segment.
Geographic Information
For the three years ended December 31, 2023, 2022, and 2021, all of our revenues were derived from the United States. As of December 31, 2023 and 2022, all of our long-lived assets were located in the United States.
Products and Services Information
Our primary product consists of financing programs that enable Dealers to sell vehicles to consumers, regardless of their credit history. We also provide Dealers the ability to offer ancillary products on vehicles financed by us.
Major Customer Information
We did not have any Dealers that provided 10% or more of our revenue during 2023, 2022, or 2021. Additionally, no single Dealer’s Loans receivable balance accounted for more than 10% of total Loans receivable as of December 31, 2023 or 2022.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
16. COMMITMENTS AND CONTINGENCIES
Litigation and Other Legal Matters
In the normal course of business and as a result of the consumer-oriented nature of the industry in which we operate, we and other industry participants are frequently subject to various consumer claims, litigation, and regulatory investigations seeking damages, fines, and statutory penalties. The claims allege, among other theories of liability, violations of state, federal, and foreign truth-in-lending, credit availability, credit reporting, consumer protection, warranty, debt collection, insurance, and other consumer-oriented laws and regulations, including claims seeking damages for alleged physical and mental harm relating to the repossession and sale of consumers’ vehicles and other debt collection activities. As the assignee of Consumer Loans originated by Dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against Dealers. We may also have disputes and litigation with Dealers. The claims may allege, among other theories of liability, that we breached the Dealer servicing agreement. We may also have disputes and litigation with vendors and other third parties. The claims may allege, among other theories of liability, that we breached a license agreement or contract. The damages, fines, and penalties that may be claimed by consumers, regulatory agencies, Dealers, vendors, or other third parties in these types of matters can be substantial. The relief requested by plaintiffs varies but may include requests for compensatory, statutory, and punitive damages and injunctive relief, and plaintiffs may seek treatment as purported class actions or they may file individual arbitration demands for which arbitration providers may request separate filing fees. Current actions to which we are a party include the following matters:
On December 1, 2021, we received a subpoena from the Office of the Attorney General for the State of California seeking documents and information regarding GAP products, GAP product administration, and refunds. We are cooperating with this inquiry and cannot predict the eventual scope, duration, or outcome at this time. As a result, we are unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this investigation.
On May 7, 2019, we received a subpoena from the Consumer Frauds and Protection Bureau of the Office of the New York State Attorney General, relating to the Company’s origination and collection policies and procedures in the state of New York. After May 7, 2019 through April 30, 2021, we received additional subpoenas from the Office of the New York State Attorney General relating to the Company's origination, collection, and securitization practices. On November 19, 2020 and August 23, 2022, we received letters from the Office of the New York State Attorney General indicating that it may commence litigation against the Company asserting violations of New York Executive Law § 63(12) and New York General Business Law §§ 349 and 352 et seq. and applicable federal laws, including but not limited to claims that the Company engaged in unfair and deceptive trade practices in auto lending, debt collection, and asset-backed securitizations in the State of New York in violation of the Dodd-Frank Wall Street Reform and Consumer Protection Act, New York Executive Law § 63(12), the New York Martin Act, and New York General Business Law § 349. See the description below of the lawsuit commenced by the Office of the New York State Attorney General on January 4, 2023.
On April 22, 2019, we received a civil investigative demand from the Consumer Financial Protection Bureau (“Bureau”) seeking, among other things, certain information relating to the Company’s origination and collection of Consumer Loans, TPPs, and credit reporting. After April 22, 2019 through March 7, 2022, we received additional subpoenas from the Bureau. On December 6, 2021, we received a Notice and Opportunity to Respond and Advise letter from the Staff of the Office of Enforcement (“Staff”) of the Bureau, stating that the Staff was considering whether to recommend that the Bureau take legal action against the Company for alleged violations of the Consumer Financial Protection Act of 2010 (the “CFPA”) in connection with the Company’s consumer loan origination practices. See the description below of the lawsuit commenced by the Bureau on January 4, 2023.
On January 4, 2023, the Office of the New York State Attorney General and the Bureau jointly filed a complaint in the United States District Court for the Southern District of New York alleging that the Company engaged in deceptive practices, fraud, illegality, and securities fraud in violation of New York Executive Law § 63(12) and New York General Business Law §§ 349 and 352, and that the Company engaged in deceptive and abusive acts and provided substantial assistance to a covered person or service provider in violation of the CFPA, 12 U.S.C. § 5531 and 12 U.S.C. § 5536(a)(1)(B). The complaint seeks injunctive relief, an accounting of all consumers for whom the Company provided financing, restitution, damages, disgorgement, civil penalties, and payment of costs. On March 14, 2023, the Company filed a motion to dismiss the complaint. On August 7, 2023, the court stayed the action pending the U.S. Supreme Court's decision in Consumer Financial Protection Bureau v. Community Financial Services Association of America, Ltd., No. 22-448. We are unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this litigation. The Company intends to vigorously defend itself in this matter.
95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
On March 18, 2016, we received a subpoena from the Attorney General of the State of Maryland, relating to the Company’s repossession and sale policies and procedures in the state of Maryland. On April 3, 2020, we received a subpoena from the Attorney General of the State of Maryland relating to the Company’s origination and collection policies and procedures in the state of Maryland. On August 11, 2020, we received a subpoena from the Attorney General of the State of Maryland restating most of the requests contained in the March 18, 2016 and April 3, 2020 subpoenas, making additional requests, and expanding the inquiry to include 41 other states (Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Michigan, Minnesota, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, and Wisconsin) and the District of Columbia. Also on August 11, 2020, we received from the Attorney General of the State of New Jersey a subpoena that is essentially identical to the August 11, 2020 Maryland subpoena, both as to substance and as to the jurisdictions identified. The Company has been informed that the State of Kansas, the State of Texas, and the State of Iowa have withdrawn from the multistate investigation. We are cooperating with these investigations and cannot predict their eventual scope, duration, or outcome at this time. As a result, we are unable to estimate the reasonably possible loss or range of reasonably possible loss arising from these investigations.
On December 9, 2014, we received a civil investigative subpoena from the U.S. Department of Justice pursuant to the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 directing us to produce certain information relating to subprime automotive finance and related securitization activities. We have cooperated with the inquiry, but cannot predict the eventual scope, duration, or outcome at this time. As a result, we are unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this investigation.
An adverse ultimate disposition in any action to which we are a party or otherwise subject could have a material adverse impact on our financial position, liquidity, and results of operations.
Litigation Resolved during 2022
On October 2, 2020, a shareholder filed a putative class action complaint against the Company, its Chief Executive Officer (now former Chief Executive Officer), and its Chief Financial Officer (now Chief Executive Officer) in the United States District Court for the Eastern District of Michigan, Southern Division, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder, based on alleged false and/or misleading statements or omissions regarding the Company and its business, and seeking class certification, unspecified damages plus interest and attorney and expert witness fees, and other costs on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired Credit Acceptance common stock from November 1, 2019 through August 28, 2020. In 2022, the Company reached an agreement to make an aggregate cash payment of $ 12.0 million, all of which was recognized during the second quarter of 2022, to settle claims brought on behalf of all persons and entities that purchased or otherwise acquired Credit Acceptance common stock from May 4, 2018 through August 28, 2020, and provided for a full release of all claims against all defendants, including the Company and its officers. On December 16, 2022, the court entered a final order and judgment consistent with the settlement agreement, including dismissal with prejudice of all claims asserted against the Company and its officers.
Regulatory Matters Resolved during 2021
On August 30, 2020, we were served with a complaint, filed by the Attorney General in Massachusetts Superior Court in Suffolk County, alleging that the Company engaged in unfair and deceptive trade practices in subprime auto lending, debt collection and asset-backed securitizations in the Commonwealth of Massachusetts, in violation of the Massachusetts Consumer Protection Law, M.G.L. c. 93A. The complaint sought injunctive relief, restitution, disgorgement, civil penalties and payment of the Commonwealth’s attorney’s fees and costs. On September 1, 2021, we entered into a settlement agreement with the Office of the Attorney General, reflecting the parties’ agreement to settle and fully resolve the claims asserted against us. We made a payment in the total amount of $ 27.2 million, which was recognized as a contingent loss during the first quarter of 2021, to an independent trust for purposes of making payments to provide relief for eligible Massachusetts consumers, paying costs of implementation of the agreement and paying the Attorney General’s costs of investigation, and to pay up to $ 95,000 to cover costs and expenses incurred by an independent trustee for management of the independent trust.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONCLUDED)
On April 23, 2019, the Attorney General of the State of Mississippi, on behalf of the State of Mississippi, filed a complaint in the Chancery Court of the First Judicial District of Hinds County, Mississippi, alleging that the Company engaged in unfair and deceptive trade practices in subprime auto lending, loan servicing, vehicle repossession and debt collection in the State of Mississippi in violation of the Mississippi Consumer Protection Act. On December 15, 2021, the Company announced its settlement of litigation with the Mississippi Attorney General. As part of the settlement, the Company made a charitable donation of $125,000, paid $325,000 to the State of Mississippi, inclusive of attorney’s fees and expenses, and provided certain assurances relating to, among other things, continued compliance with laws applicable to indirect auto finance operations in Mississippi and disclosures to consumers purchasing an optional vehicle service contract. The Attorney General agreed to dismiss the litigation, and Credit Acceptance made no admission of liability or wrongdoing as part of the settlement.
Lease Commitments
We lease office equipment and, until December 31, 2022, we also leased office space. We expect that, in the normal course of business, leases will be renewed or replaced by other leases. Total rental expense on all operating leases was $ 1.2 million for 2023, $ 1.3 million for 2022, and $ 1.4 million for 2021. Contingent rentals under the operating leases were insignificant. Our total minimum future lease commitments under operating leases as of December 31, 2023 are as follows:
(In millions)
Year Minimum Future
Lease Commitments
2024 $ 1.5
2025 0.9
2026 0.6
2027 —
2028 —
Total $ 3.0
97
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.