CREDIT ACCEPTANCE CORP 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8 - Financial Statements and Supplementary Data, of our 2023 Annual Report on Form 10-K, as well as Part I - Item 1 - Financial Statements, of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. Overview We make vehicle ownership possible by providing innovative financing solutions 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. For the three months ended June 30, 2024, consolidated net loss was $47.1 million, or $3.83 per diluted share, compared to consolidated net income of $22.2 million, or $1.69 per diluted share, for the same period in 2023, primarily due to increases in provision for credit losses on forecast changes and interest expense, partially offset by an increase in finance charges. Our results for the three months ended June 30, 2024 included: • A larger decrease in forecasted collection rates The decrease in forecasted collection rates decreased forecasted net cash flows from our Loan portfolio by $189.3 million, or 1.7%, compared to a decrease in forecasted collection rates during the second quarter of 2023 that decreased forecasted net cash flows from our Loan portfolio by $89.3 million, or 0.9%. The $189.3 million decrease in forecasted net cash flows for the second quarter of 2024 was comprised of an ordinary decrease in forecasted net cash flows of $42.1 million, or 0.3%, and an adjustment applied to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%. The $89.3 million decrease in forecasted net cash flows for the second quarter of 2023 was comprised of an ordinary decrease in forecasted net cash flows of $44.8 million, or 0.4%, and an adjustment to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $44.5 million, or 0.5%. • A decrease in forecasted profitability for Consumer Loans assigned in 2021 through 2024 Forecasted profitability was lower than our estimates at June 30, 2023, due to a decline in forecasted collection rates since the second quarter of 2023 and slower forecasted net cash flow timing during 2023 and the first six months of 2024, primarily as a result of a decrease in Consumer Loan prepayments, which remain at below-average levels. • Growth in Consumer Loan assignment volume and the average balance of our Loan portfolio Unit and dollar volumes grew 20.9% and 16.3%, respectively, as compared to the second quarter of 2023. The average balance of our Loan portfolio, which is our largest-ever, increased 13.7% as compared to the second quarter of 2023. • An increase in the initial spread on Consumer Loan assignments The initial spread increased to 22.0% compared to 21.2% on Consumer Loans assigned in the second quarter of 2023. • An increase in our average cost of debt Our average cost of debt increased from 5.3% to 7.2%, primarily a result of higher interest rates on recently-completed or -extended secured financings and recently-issued senior notes and the repayment of older secured financings and senior notes with lower interest rates. • A decrease in common shares outstanding due to stock repurchases Since the second quarter of 2023, we have repurchased approximately 822,000 shares, or 6.4% of the shares outstanding as of June 30, 2023. • Loss on sale of building We recognized a $23.7 million loss during the second quarter of 2024 related to the sale of one of our two office buildings. The building was sold to reduce excess office space and eliminate the associated annual operating costs of approximately $2.1 million. 46 Table of Contents For the six months ended June 30, 2024, consolidated net income was $17.2 million, or $1.37 per diluted share, compared to consolidated net income of $121.7 million, or $9.30 per diluted share, for the same period in 2023, primarily due to increases in provision for credit losses on forecast changes and interest expense, partially offset by an increase in finance charges. Our results for the six months ended June 30, 2024 included: • A larger decrease in forecasted collection rates The decrease in forecasted collection rates decreased forecasted net cash flows from our Loan portfolio by $220.1 million, or 2.2%, compared to a decrease in forecasted collection rates during the first six months of 2023 that decreased forecasted net cash flows from our Loan portfolio by $79.9 million, or 0.9%. The $220.1 million decrease in forecasted net cash flows for the first six months of 2024 was comprised of an ordinary decrease in forecasted net cash flows of $72.9 million, or 0.8%, and an adjustment applied to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%. The $79.9 million decrease in forecasted net cash flows for the first six months of 2023 was comprised of an ordinary decrease in forecasted net cash flows of $35.4 million, or 0.4%, and an adjustment to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $44.5 million, or 0.5%. • A decrease in forecasted profitability for Consumer Loans assigned in 2021 through 2024 Forecasted profitability was lower than our estimates at June 30, 2023, due to a decline in forecasted collection rates since the first six months of 2023 and slower forecasted net cash flow timing during 2023 and the first six months of 2024, primarily as a result of a decrease in Consumer Loan prepayments, which remain at below-average levels. • Growth in Consumer Loan assignment volume and the average balance of our Loan portfolio Unit and dollar volumes grew 22.6% and 18.3%, respectively, as compared to the first six months of 2023. The average balance of our Loan portfolio, which is our largest-ever, increased 12.7% as compared to the first six months of 2023. • An increase in the initial spread on Consumer Loan assignments The initial spread increased to 22.0% compared to 21.1% on Consumer Loans assigned in the first six months of 2023. • An increase in our average cost of debt Our average cost of debt increased from 5.0% to 7.1%, primarily a result of higher interest rates on recently-completed or -extended secured financings and recently-issued senior notes and the repayment of older secured financings and senior notes with lower interest rates. • A decrease in common shares outstanding due to stock repurchases Since the second quarter of 2023, we have repurchased approximately 822,000 shares, or 6.4% of the shares outstanding as of June 30, 2023. • Loss on sale of building We recognized a $23.7 million loss during the second quarter of 2024 as described above. Critical Success Factors Critical success factors include our ability to accurately forecast Consumer Loan performance, access capital on acceptable terms, and maintain or grow Consumer Loan volume at the level and on the terms that we anticipate, with the objective to maximize economic profit over the long term. Economic profit is a non-GAAP financial measure we use to evaluate our financial results and determine profit-sharing for team members. We also use economic profit as a framework to evaluate business decisions and strategies. Economic profit measures how efficiently we utilize our total capital, both debt and equity, and is a function of the return on capital in excess of the cost of capital and the amount of capital invested in the business. Consumer Loan Metrics At the time a Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan. Based on the amount and timing of these forecasts and expected expense levels, an advance or one-time purchase payment is made to the related Dealer at a price designed to maximize economic profit. 47 Table of Contents We use a statistical model to estimate the expected collection rate for each Consumer Loan at the time of assignment. We continue to evaluate the expected collection rate for each Consumer Loan subsequent to assignment. Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast. By comparing our current expected collection rate for each Consumer Loan with the rate we projected at the time of assignment, we are able to assess the accuracy of our initial forecast. The following table compares our aggregated forecast of Consumer Loan collection rates as of June 30, 2024, with the aggregated forecasts as of March 31, 2024, as of December 31, 2023, and at the time of assignment, segmented by year of assignment: Forecasted Collection Percentage as of (1) Current Forecast Variance from Consumer Loan Assignment Year June 30, 2024 March 31, 2024 December 31, 2023 Initial Forecast March 31, 2024 December 31, 2023 Initial Forecast 2015 65.3 % 65.3 % 65.2 % 67.7 % 0.0 % 0.1 % -2.4 % 2016 63.9 % 63.8 % 63.8 % 65.4 % 0.1 % 0.1 % -1.5 % 2017 64.7 % 64.7 % 64.7 % 64.0 % 0.0 % 0.0 % 0.7 % 2018 65.5 % 65.5 % 65.5 % 63.6 % 0.0 % 0.0 % 1.9 % 2019 67.1 % 67.0 % 66.9 % 64.0 % 0.1 % 0.2 % 3.1 % 2020 67.7 % 67.7 % 67.6 % 63.4 % 0.0 % 0.1 % 4.3 % 2021 64.1 % 64.3 % 64.5 % 66.3 % -0.2 % -0.4 % -2.2 % 2022 61.1 % 62.1 % 62.7 % 67.5 % -1.0 % -1.6 % -6.4 % 2023 64.5 % 67.2 % 67.4 % 67.5 % -2.7 % -2.9 % -3.0 % 2024 (2) 66.6 % 66.9 % — 67.2 % -0.3 % — -0.6 % (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. (2) The forecasted collection rate for 2024 Consumer Loans as of June 30, 2024 includes both Consumer Loans that were in our portfolio as of March 31, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates for each of these segments: Forecasted Collection Percentage as of Current Forecast Variance from 2024 Consumer Loan Assignment Period June 30, 2024 March 31, 2024 Initial Forecast March 31, 2024 Initial Forecast January 1, 2024 through March 31, 2024 65.9 % 66.9 % 66.9 % -1.0 % -1.0 % April 1, 2024 through June 30, 2024 67.3 % — 67.6 % — -0.3 % Consumer Loans assigned in 2018 through 2020 have yielded forecasted collection results significantly better than our initial estimates, while Consumer Loans assigned in 2015, 2016, and 2021 through 2023 have yielded forecasted collection results significantly worse than our initial estimates. For all other assignment years presented, actual results have been close to our initial estimates. For the three months ended June 30, 2024, forecasted collection rates declined for Consumer Loans assigned in 2021 through 2024 and were generally consistent with expectations at the start of the period for all other assignment years presented. For the six months ended June 30, 2024, forecasted collection rates improved for Consumer Loans assigned in 2019, declined for Consumer Loans assigned in 2021 through 2024, and were generally consistent with expectations at the start of the period for all other assignment years presented. The changes in forecasted collection rates for the three and six months ended June 30, 2024 and 2023 impacted forecasted net cash flows (forecasted collections less forecasted Dealer Holdback payments) as follows: (Dollars in millions) For the Three Months Ended June 30, For the Six Months Ended June 30, Decrease in Forecasted Net Cash Flows 2024 2023 2024 2023 Dealer loans $ (102.4) $ (41.8) $ (129.4) $ (49.0) Purchased loans (86.9) (47.5) (90.7) (30.9) Total $ (189.3) $ (89.3) $ (220.1) $ (79.9) % change from forecast at beginning of period -1.7 % -0.9 % -2.2 % -0.9 % 48 Table of Contents During the second quarter of 2024, we applied an adjustment to our estimate of future net cash flows from our Loan portfolio, which reduced the forecasted collection rates for Consumer Loans assigned in 2022 through 2024. Consumer Loans assigned in 2022 have continued to underperform our expectations for the past several quarters. More recently, Consumer Loans assigned in 2023 have also begun exhibiting similar trends of underperformance, although not as severe as Consumer Loans assigned in 2022. During the second quarter of 2024, we determined that we had sufficient Consumer Loan performance experience to estimate the magnitude by which we expect Consumer Loans assigned in 2022 through 2024 will likely underperform our historical collection rates on Consumer Loans with similar characteristics. Accordingly, we applied an adjustment to Consumer Loans assigned in 2022 through 2024 to reduce forecasted collection rates to what we believe the ultimate collection rates will be based on these trends. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of this forecast adjustment during the second quarter of 2024 reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased provision for credit losses by $127.5 million. 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. We had experienced a decrease in Consumer Loan prepayments to below-average levels and as a result, slowed our forecasted net cash flow timing. 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 as a 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. We have experienced increased levels of uncertainty associated with our estimate of the amount and timing of future net cash flows from our Loan portfolio since the beginning of 2020, with realized collections underperforming our expectations during the early stages of the COVID-19 pandemic, outperforming our expectations following the distribution of federal stimulus payments and enhanced unemployment benefits, and underperforming our expectations during the current economic environment. For the period from January 1, 2020 through June 30, 2024, the cumulative change to our forecast of future net cash flows from our Loan portfolio has been a decrease of $206.3 million, or 2.3%, as shown in the following table: (Dollars in millions) Increase (Decrease) in Forecasted Net Cash Flows Three Months Ended Total Loans % Change from Forecast at Beginning of Period March 31, 2020 $ (206.5) -2.3 % June 30, 2020 24.4 0.3 % September 30, 2020 138.5 1.5 % December 31, 2020 (2.7) 0.0 % March 31, 2021 107.4 1.1 % June 30, 2021 104.5 1.1 % September 30, 2021 82.3 0.9 % December 31, 2021 31.9 0.3 % March 31, 2022 110.2 1.2 % June 30, 2022 (43.4) -0.5 % September 30, 2022 (85.4) -0.9 % December 31, 2022 (41.1) -0.5 % March 31, 2023 9.4 0.1 % June 30, 2023 (89.3) -0.9 % September 30, 2023 (69.4) -0.7 % December 31, 2023 (57.0) -0.6 % March 31, 2024 (30.8) -0.3 % June 30, 2024 (189.3) -1.7 % Total $ (206.3) -2.3 % 49 Table of Contents The following table presents information on Consumer Loan assignments for each of the last 10 years: Average Total Assignment Volume Consumer Loan Assignment Year Consumer Loan (1) Advance (2) Initial Loan Term (in months) Unit Volume Dollar Volume (2) (in millions) 2015 $ 16,354 $ 7,272 50 298,288 $ 2,167.0 2016 18,218 7,976 53 330,710 2,635.5 2017 20,230 8,746 55 328,507 2,873.1 2018 22,158 9,635 57 373,329 3,595.8 2019 23,139 10,174 57 369,805 3,772.2 2020 24,262 10,656 59 341,967 3,641.2 2021 25,632 11,790 59 268,730 3,167.8 2022 27,242 12,924 60 280,467 3,625.3 2023 27,025 12,475 61 332,499 4,147.8 2024 (3)(4) 26,554 12,033 61 211,545 2,545.5 (1) Represents the repayments that we were contractually owed on Consumer Loans at the time of assignment, which include both principal and interest. (2) 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 and accelerated Dealer Holdback are not included. (3) Represents activity for the six months ended June 30, 2024. Information in this table for each of the years prior to 2024 represents activity for all 12 months of that year. (4) The averages for 2024 Consumer Loans include both Consumer Loans that were in our portfolio as of March 31, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides averages for each of these segments: Average 2024 Consumer Loan Assignment Period Consumer Loan Advance Initial Loan Term (in months) January 1, 2024 through March 31, 2024 $ 26,318 $ 11,813 61 April 1, 2024 through June 30, 2024 26,816 12,278 61 The profitability of our loans is primarily driven by the amount and timing of the net cash flows we receive from the spread between the forecasted collection rate and the advance rate, less operating expenses and the cost of capital. Forecasting collection rates accurately at Loan inception is difficult. With this in mind, we establish advance rates that are intended to allow us to achieve acceptable levels of profitability across our portfolio, even if collection rates are less than we initially forecast. The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate), and the percentage of the forecasted collections that had been realized as of June 30, 2024, as well as forecasted collection rates and spreads at the time of assignment. All amounts, unless otherwise noted, are presented as a percentage of the initial balance of the Consumer Loan (principal + interest). The table includes both Dealer Loans and Purchased Loans. Forecasted Collection % as of Spread % as of Consumer Loan Assignment Year June 30, 2024 Initial Forecast Advance % (1) June 30, 2024 Initial Forecast % of Forecast Realized (2) 2015 65.3 % 67.7 % 44.5 % 20.8 % 23.2 % 99.6 % 2016 63.9 % 65.4 % 43.8 % 20.1 % 21.6 % 99.3 % 2017 64.7 % 64.0 % 43.2 % 21.5 % 20.8 % 99.0 % 2018 65.5 % 63.6 % 43.5 % 22.0 % 20.1 % 98.0 % 2019 67.1 % 64.0 % 44.0 % 23.1 % 20.0 % 95.1 % 2020 67.7 % 63.4 % 43.9 % 23.8 % 19.5 % 88.7 % 2021 64.1 % 66.3 % 46.0 % 18.1 % 20.3 % 77.2 % 2022 61.1 % 67.5 % 47.4 % 13.7 % 20.1 % 56.0 % 2023 64.5 % 67.5 % 46.2 % 18.3 % 21.3 % 30.0 % 2024 (3) 66.6 % 67.2 % 45.2 % 21.4 % 22.0 % 6.6 % 50 Table of Contents (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 as a percentage of the initial balance of the Consumer Loans. Payments of Dealer Holdback and accelerated Dealer Holdback are not included. (2) Presented as a percentage of total forecasted collections. (3) The forecasted collection rate, advance rate and spread for 2024 Consumer Loans as of June 30, 2024 include both Consumer Loans that were in our portfolio as of March 31, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates, advance rates, and spreads for each of these segments: Forecasted Collection % as of Spread % as of 2024 Consumer Loan Assignment Period June 30, 2024 Initial Forecast Advance % June 30, 2024 Initial Forecast January 1, 2024 through March 31, 2024 65.9 % 66.9 % 44.9 % 21.0 % 22.0 % April 1, 2024 through June 30, 2024 67.3 % 67.6 % 45.6 % 21.7 % 22.0 % The risk of a material change in our forecasted collection rate declines as the Consumer Loans age. For 2019 and prior Consumer Loan assignments, the risk of a material forecast variance is modest, as we have currently realized in excess of 90% of the expected collections. Conversely, the forecasted collection rates for more recent Consumer Loan assignments are less certain as a significant portion of our forecast has not been realized. The spread between the forecasted collection rate as of June 30, 2024 and the advance rate ranges from 13.7% to 23.8%, on an annual basis, for Consumer Loans assigned over the last 10 years. The spreads with respect to 2019 and 2020 Consumer Loans have been positively impacted by Consumer Loan performance, which has exceeded our initial estimates by a greater margin than the other years presented. The spread with respect to 2022 Consumer Loans has been negatively impacted by Consumer Loan performance, which has been lower than our initial estimates by a greater margin than the other years presented. The higher spread for 2024 Consumer Loans relative to 2023 Consumer Loans as of June 30, 2024 was primarily a result of Consumer Loan performance, as the performance of 2023 Consumer Loans has been lower than our initial estimates by a greater margin than 2024 Consumer Loans. Additionally, 2024 Consumer Loans had a higher initial spread, which was due to a decrease in the advance rate, partially offset by a lower initial forecast. The following table compares our forecast of aggregate Consumer Loan collection rates as of June 30, 2024 with the forecasts at the time of assignment, for Dealer Loans and Purchased Loans separately: Dealer Loans Purchased Loans Forecasted Collection Percentage as of (1) Forecasted Collection Percentage as of (1) Consumer Loan Assignment Year June 30, 2024 Initial Forecast Variance June 30, 2024 Initial Forecast Variance 2015 64.6 % 67.5 % -2.9 % 69.0 % 68.5 % 0.5 % 2016 63.1 % 65.1 % -2.0 % 66.1 % 66.5 % -0.4 % 2017 64.1 % 63.8 % 0.3 % 66.3 % 64.6 % 1.7 % 2018 65.0 % 63.6 % 1.4 % 66.8 % 63.5 % 3.3 % 2019 66.8 % 63.9 % 2.9 % 67.8 % 64.2 % 3.6 % 2020 67.5 % 63.3 % 4.2 % 67.9 % 63.6 % 4.3 % 2021 63.8 % 66.3 % -2.5 % 64.7 % 66.3 % -1.6 % 2022 60.4 % 67.3 % -6.9 % 62.9 % 68.0 % -5.1 % 2023 63.3 % 66.8 % -3.5 % 67.7 % 69.4 % -1.7 % 2024 65.6 % 66.3 % -0.7 % 70.1 % 70.5 % -0.4 % (1) The forecasted collection rates presented for Dealer Loans and Purchased Loans reflect the Consumer Loan classification at the time of assignment. The forecasted collection rates represent 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. 51 Table of Contents The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate) as of June 30, 2024 for Dealer Loans and Purchased Loans separately. All amounts are presented as a percentage of the initial balance of the Consumer Loan (principal + interest). Dealer Loans Purchased Loans Consumer Loan Assignment Year Forecasted Collection % (1) Advance % (1)(2) Spread % Forecasted Collection % (1) Advance % (1)(2) Spread % 2015 64.6 % 43.4 % 21.2 % 69.0 % 50.2 % 18.8 % 2016 63.1 % 42.1 % 21.0 % 66.1 % 48.6 % 17.5 % 2017 64.1 % 42.1 % 22.0 % 66.3 % 45.8 % 20.5 % 2018 65.0 % 42.7 % 22.3 % 66.8 % 45.2 % 21.6 % 2019 66.8 % 43.1 % 23.7 % 67.8 % 45.6 % 22.2 % 2020 67.5 % 43.0 % 24.5 % 67.9 % 45.5 % 22.4 % 2021 63.8 % 45.1 % 18.7 % 64.7 % 47.7 % 17.0 % 2022 60.4 % 46.4 % 14.0 % 62.9 % 50.1 % 12.8 % 2023 63.3 % 44.8 % 18.5 % 67.7 % 49.8 % 17.9 % 2024 65.6 % 44.3 % 21.3 % 70.1 % 48.8 % 21.3 % (1) The forecasted collection rates and advance rates presented for Dealer Loans and Purchased Loans reflect the Consumer Loan classification at the time of assignment. (2) 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 as a percentage of the initial balance of the Consumer Loans. Payments of Dealer Holdback and accelerated Dealer Holdback are not included. Although the advance rate on Purchased Loans is higher as compared to the advance rate on Dealer Loans, Purchased Loans do not require us to pay Dealer Holdback. The spread as of June 30, 2024 on 2024 Dealer Loans was 21.3%, as compared to a spread of 18.5% on 2023 Dealer Loans. The increase was due to Consumer Loan performance, as the performance of 2023 Dealer Loans has been lower than our initial estimates by a greater margin than 2024 Dealer Loans. The spread as of June 30, 2024 on 2024 Purchased Loans was 21.3%, as compared to a spread of 17.9% on 2023 Purchased Loans. The increase was primarily a result of a higher initial spread on 2024 Purchased Loans, due to a higher initial forecast and lower advance rate. Additionally, the performance of 2023 Purchased Loans has been lower than our initial estimates by a greater margin than 2024 Purchased Loans. Access to Capital Our strategy for accessing capital on acceptable terms needed to maintain and grow the business is to: (1) maintain consistent financial performance; (2) maintain modest financial leverage; and (3) maintain multiple funding sources. Our funded debt to equity ratio was 3.8 to 1 as of June 30, 2024. We currently utilize the following primary forms of debt financing: (1) our revolving secured line of credit facility; (2) Warehouse facilities; (3) Term ABS financings; and (4) senior notes. 52 Table of Contents Consumer Loan Volume The following table summarizes changes in Consumer Loan assignment volume in each of the last six quarters as compared to the same period in the previous year: Year over Year Percent Change Three Months Ended Unit Volume Dollar Volume (1) March 31, 2023 22.8 % 18.6 % June 30, 2023 12.8 % 8.3 % September 30, 2023 13.0 % 10.5 % December 31, 2023 26.7 % 21.3 % March 31, 2024 24.1 % 20.2 % June 30, 2024 20.9 % 16.3 % (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 and accelerated Dealer Holdback are not included. Consumer Loan assignment volumes depend on a number of factors including (1) the overall demand for our financing programs, (2) the amount of capital available to fund new Loans, and (3) our assessment of the volume that our infrastructure can support. Our pricing strategy is intended to maximize the amount of economic profit we generate, within the confines of capital and infrastructure constraints. Unit and dollar volumes grew 20.9% and 16.3%, respectively, during the second quarter of 2024 as the number of active Dealers grew 8.9% and the average unit volume per active Dealer increased 10.7%. Dollar volume increased less than unit volume during the second quarter of 2024 due to a decrease in the average advance paid, due to decreases in the average advance rate and the average size of Consumer Loans assigned. Unit volume for the 28-day period ended July 28, 2024 grew 27.7% compared to the same period in 2023. 53 Table of Contents The following table summarizes the changes in Consumer Loan unit volume and active Dealers: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 % Change 2024 2023 % Change Consumer Loan unit volume 100,057 82,727 20.9 % 211,545 172,548 22.6 % Active Dealers (1) 10,736 9,860 8.9 % 12,875 11,618 10.8 % Average volume per active Dealer 9.3 8.4 10.7 % 16.4 14.9 10.1 % Consumer Loan unit volume from Dealers active both periods 77,123 68,912 11.9 % 172,856 151,358 14.2 % Dealers active both periods 6,662 6,662 — 8,381 8,381 — Average volume per Dealer active both periods 11.6 10.3 11.9 % 20.6 18.1 14.2 % Consumer Loan unit volume from Dealers not active both periods 22,934 13,815 66.0 % 38,689 21,190 82.6 % Dealers not active both periods 4,074 3,198 27.4 % 4,494 3,237 38.8 % Average volume per Dealer not active both periods 5.6 4.3 30.2 % 8.6 6.5 32.3 % (1) Active Dealers are Dealers who have received funding for at least one Consumer Loan during the period. The following table provides additional information on the changes in Consumer Loan unit volume and active Dealers: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 % Change 2024 2023 % Change Consumer Loan unit volume from new active Dealers 3,820 3,377 13.1 % 15,483 14,812 4.5 % New active Dealers (1) 1,080 954 13.2 % 2,390 2,112 13.2 % Average volume per new active Dealer 3.5 3.5 0.0 % 6.5 7.0 -7.1 % Attrition (2) -16.7 % -16.0 % -12.3 % -10.9 % (1) New active Dealers are Dealers who enrolled in our program and have received funding for their first Loan from us during the period. (2) Attrition is measured according to the following formula: decrease in Consumer Loan unit volume from Dealers who have received funding for at least one Loan during the comparable period of the prior year but did not receive funding for any Loans during the current period divided by prior year comparable period Consumer Loan unit volume. The following table shows the percentage of Consumer Loans assigned to us as Dealer Loans and Purchased Loans for each of the last six quarters: Unit Volume Dollar Volume (1) Three Months Ended Dealer Loans Purchased Loans Dealer Loans Purchased Loans March 31, 2023 72.1 % 27.9 % 68.1 % 31.9 % June 30, 2023 72.4 % 27.6 % 68.6 % 31.4 % September 30, 2023 74.8 % 25.2 % 71.7 % 28.3 % December 31, 2023 77.2 % 22.8 % 75.0 % 25.0 % March 31, 2024 78.2 % 21.8 % 76.6 % 23.4 % June 30, 2024 78.5 % 21.5 % 77.3 % 22.7 % (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 and accelerated Dealer Holdback are not included. As of June 30, 2024 and December 31, 2023, the net Dealer Loans receivable balance was 70.5% and 67.7% , respectively, of the total net Loans receivable balance. 54 Table of Contents Results of Operations 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. We believe the economics of our business are best exhibited by recognizing net Loan income on a level-yield basis over the life of the Loan based on expected future net cash flows. Under the GAAP methodology we employ, which is known as the current expected credit loss model, or CECL, we are required to recognize: • a significant provision for credit losses expense at the time of the Loan’s assignment to us 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 yield. Due to the GAAP treatment of contractual net cash flows we do not expect to realize at the time of loan assignment (i.e. significant expense at the time of loan assignment, which is offset by higher revenue in subsequent periods), we do not believe the GAAP methodology we employ provides sufficient transparency into the economics of our business, including our results of operations, financial condition, and financial leverage. For additional information, see Note 3 and Note 6 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. 55 Table of Contents Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 The following is a discussion of our results of operations and income statement data on a consolidated basis. (Dollars in millions, except per share data) For the Three Months Ended June 30, 2024 2023 $ Change % Change Revenue: Finance charges $ 497.7 $ 441.0 $ 56.7 12.9 % Premiums earned 24.3 19.8 4.5 22.7 % Other income 16.2 17.1 (0.9) -5.3 % Total revenue 538.2 477.9 60.3 12.6 % Costs and expenses: Salaries and wages 75.8 70.2 5.6 8.0 % General and administrative 23.2 20.5 2.7 13.2 % Sales and marketing 25.4 26.3 (0.9) -3.4 % Total operating expenses 124.4 117.0 7.4 6.3 % Provision for credit losses on forecast changes 237.8 168.8 69.0 40.9 % Provision for credit losses on new Consumer Loan assignments 82.8 81.7 1.1 1.3 % Total provision for credit losses 320.6 250.5 70.1 28.0 % Interest 104.5 62.8 41.7 66.4 % Provision for claims 20.3 19.7 0.6 3.0 % Loss on sale of building 23.7 — 23.7 — % Total costs and expenses 593.5 450.0 143.5 31.9 % Income (loss) before provision (benefit) for income taxes (55.3) 27.9 (83.2) -298.2 % Provision (benefit) for income taxes (8.2) 5.7 (13.9) -243.9 % Net income (loss) $ (47.1) $ 22.2 $ (69.3) -312.2 % Net income (loss) per share: Basic $ (3.83) $ 1.70 $ (5.53) -325.3 % Diluted $ (3.83) $ 1.69 $ (5.52) -326.6 % Weighted average shares outstanding: Basic 12,282,174 13,049,935 (767,761) -5.9 % Diluted 12,282,174 13,099,961 (817,787) -6.2 % Finance Charges. The increase of $56.7 million, or 12.9%, was primarily due to an increase in the average net Loans receivable balance, as follows: (Dollars in millions) For the Three Months Ended June 30, 2024 2023 Change Average net Loans receivable balance $ 7,499.2 $ 6,596.6 $ 902.6 Average yield on our Loan portfolio 26.5 % 26.7 % -0.2 % 56 Table of Contents The following table summarizes the impact each component had on the overall increase in finance charges for the three months ended June 30, 2024: (In millions) Year over Year Change Impact on finance charges: For the Three Months Ended June 30, 2024 Due to an increase in the average net Loans receivable balance $ 60.3 Due to a decrease in the average yield (3.6) Total increase in finance charges $ 56.7 The increase in the average net Loans receivable balance was primarily due to the dollar volume of new Consumer Loan assignments exceeding the principal collected on Loans receivable. Premiums Earned. The increase of $4.5 million, or 22.7%, was primarily due to growth in the size of our reinsurance portfolio, which resulted from growth in new Consumer Loan assignments and an increase in the average premium written per reinsured vehicle service contract in recent periods. Operating Expenses. The increase of $7.4 million, or 6.3%, was primarily due to: • An increase in salaries and wages expense of $5.6 million, or 8.0%, primarily due to an increase in the number of team members as we are investing in our business with the goal of increasing the speed at which we enhance our product for Dealers and consumers. • An increase in general and administrative expense of $2.7 million, or 13.2%, primarily due to an increase in technology systems expenses. Provision for Credit Losses . The increase of $70.1 million, or 28.0%, was primarily due to an increase in provision for credit losses on forecast changes. We recognize provision for credit losses on new Consumer Loan assignments for contractual net cash flows that are 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 Three Months Ended June 30, Provision for Credit Losses 2024 2023 Change Forecast changes $ 237.8 $ 168.8 $ 69.0 New Consumer Loan assignments 82.8 81.7 1.1 Total $ 320.6 $ 250.5 $ 70.1 The increase in provision for credit losses related to forecast changes was primarily due to a greater decline in Consumer Loan performance during the second quarter of 2024 compared to the second quarter of 2023. During the second quarter of 2024, we decreased our estimate of future net cash flows by $189.3 million, or 1.7%, to reflect a decline in forecasted collection rates during the period and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments, which remain at below-average levels. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. The $189.3 million decrease in forecasted net cash flows for the second quarter of 2024 was comprised of an ordinary decrease in forecasted net cash flows of $42.1 million, or 0.3%, and an adjustment applied to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased our provision for credit losses by $127.5 million. Consumer Loans assigned in 2022 have continued to underperform our expectations for the past several quarters. More recently, Consumer Loans assigned in 2023 have also begun exhibiting similar trends of underperformance, although not as severe as Consumer Loans assigned in 2022. During the second quarter of 2024, we determined that we had sufficient Consumer Loan performance experience to estimate the magnitude by which we expect Consumer Loans assigned in 2022 through 2024 will likely underperform our historical collection rates on Consumer Loans with similar characteristics. Accordingly, we applied an adjustment to Consumer Loans assigned in 2022 through 2024 to reduce forecasted collection rates to what we believe the ultimate collection rates will be based on these trends. 57 Table of Contents During the second quarter of 2023, we decreased our estimate of future net cash flows by $89.3 million, or 0.9%, to reflect a decline in forecasted collection rates during the period and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments to below-average levels. The $89.3 million decrease in forecasted net cash flows for the second quarter of 2023 was comprised of an ordinary decrease in forecasted net cash flows of $44.8 million, or 0.4%, and an adjustment to our forecasting methodology, which upon implementation, decreased our estimate of future net cash flows by $44.5 million, or 0.5%, and increased our provision for credit losses by $71.3 million. 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. For additional information, see Note 6 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. The increase in provision for credit losses related to new Consumer Loan assignments was primarily due to a 20.9% increase in Consumer Loan assignment unit volume, partially offset by a 16.2% decrease in the average provision per Consumer Loan assignment. The decrease in the average provision per Consumer Loan assignment was primarily due to a decrease in the average advance rate for 2024 Consumer Loans. Interest. The increase in interest expense of $41.7 million, or 66.4%, was due to: • An increase in our average cost of debt, which increased interest expense by $27.3 million. The increase in our cost of debt was primarily a result of higher interest rates on recently-completed or -extended secured financings and recently-issued senior notes and the repayment of older secured financings and senior notes with lower interest rates. • An increase in our average outstanding debt balance, which increased interest expense by $14.4 million. The increase in our average outstanding debt balance was primarily due to borrowings used to fund the growth of our Loan portfolio and stock repurchases. The following table presents the change in interest expense, average outstanding debt balance, and average cost of debt for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023: (Dollars in millions) For the Three Months Ended June 30, 2024 2023 Change Interest expense $ 104.5 $ 62.8 $ 41.7 Average outstanding debt balance 5,818.2 4,730.3 1,087.9 Average cost of debt 7.2 % 5.3 % 1.9 % Loss on Sale of Building. For the three months ended June 30, 2024, we recognized a loss on sale of a building of $23.7 million. For additional information, see Note 7 to the consolidated financial statements contained in Part I - Item 1 of this Form 10-Q, which is incorporated herein by reference. Provision for Income Taxes . For the three months ended June 30, 2024, the effective income tax rate decreased to 14.8% from 20.4% for the same period in 2023. The decrease was primarily due to the impact of non-deductible executive compensation expense, which in the second quarter of 2024 reduced, rather than increased, our effective income tax rate, as we had a pre-tax loss in the period, compared to pre-tax income in the second quarter of 2023. For additional information, see Note 12 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. 58 Table of Contents Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 The following is a discussion of our results of operations and income statement data on a consolidated basis. (Dollars in millions, except per share data) For the Six Months Ended June 30, 2024 2023 $ Change % Change Revenue: Finance charges $ 966.9 $ 862.1 $ 104.8 12.2 % Premiums earned 46.2 37.2 9.0 24.2 % Other income 33.1 32.4 0.7 2.2 % Total revenue 1,046.2 931.7 114.5 12.3 % Costs and expenses: Salaries and wages 154.3 147.4 6.9 4.7 % General and administrative 46.9 38.5 8.4 21.8 % Sales and marketing 49.3 48.4 0.9 1.9 % Total operating expenses 250.5 234.3 16.2 6.9 % Provision for credit losses on forecast changes 325.0 213.1 111.9 52.5 % Provision for credit losses on new Consumer Loan assignments 181.6 174.8 6.8 3.9 % Total provision for credit losses 506.6 387.9 118.7 30.6 % Interest 197.0 117.2 79.8 68.1 % Provision for claims 37.3 37.6 (0.3) -0.8 % Loss on sale of building 23.7 — 23.7 — % Total costs and expenses 1,015.1 777.0 238.1 30.6 % Income before provision for income taxes 31.1 154.7 (123.6) -79.9 % Provision for income taxes 13.9 33.0 (19.1) -57.9 % Net income $ 17.2 $ 121.7 $ (104.5) -85.9 % Net income per share: Basic $ 1.39 $ 9.32 $ (7.93) -85.1 % Diluted $ 1.37 $ 9.30 $ (7.93) -85.3 % Weighted average shares outstanding: Basic 12,381,656 13,053,755 (672,099) -5.1 % Diluted 12,533,246 13,085,988 (552,742) -4.2 % Finance Charges. The increase of $104.8 million, or 12.2%, was primarily a result of an increase in the average net Loans receivable balance, as follows: (Dollars in millions) For the Six Months Ended June 30, 2024 2023 Change Average net Loans receivable balance $ 7,300.2 $ 6,476.3 $ 823.9 Average yield on our Loan portfolio 26.5 % 26.6 % -0.1 % 59 Table of Contents The following table summarizes the impact each component had on the overall increase in finance charges for the six months ended June 30, 2024: (In millions) Year over Year Change Impact on finance charges: For the Six Months Ended June 30, 2024 Due to an increase in the average net Loans receivable balance $ 109.7 Due to a decrease in the average yield (4.9) Total increase in finance charges $ 104.8 The increase in the average net Loans receivable balance was primarily due to the dollar volume of new Consumer Loan assignments exceeding the principal collected on Loans receivable. Premiums Earned. The increase of $9.0 million, or 24.2%, was primarily due to growth in the size of our reinsurance portfolio, which resulted from growth in new Consumer Loan assignments and an increase in the average premium written per reinsured vehicle service contract in recent periods. Operating Expenses. The increase of $16.2 million, or 6.9%, was primarily due to: • An increase in general and administrative expense of $8.4 million, or 21.8%, primarily due to increases in legal and technology systems expenses. • An increase in salaries and wages expense of $6.9 million, or 4.7%, primarily due to an increase in the number of team members as we are investing in our business with the goal of increasing the speed at which we enhance our product for Dealers and consumers. Provision for Credit Losses . The increase of $118.7 million, or 30.6%, was primarily due to an increase in provision for credit losses on forecast changes. We recognize provision for credit losses on new Consumer Loan assignments for contractual net cash flows that are 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 Six Months Ended June 30, Provision for Credit Losses 2024 2023 Change Forecast changes $ 325.0 $ 213.1 $ 111.9 New Consumer Loan assignments 181.6 174.8 6.8 Total $ 506.6 $ 387.9 $ 118.7 The increase in provision for credit losses related to forecast changes was primarily due to a greater decline in Consumer Loan performance during the first six months of 2024 compared to the first six months of 2023. During the first six months of 2024, we decreased our estimate of future net cash flows by $220.1 million, or 2.2%, to reflect a decline in forecasted collection rates during the period and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments, which remain at below-average levels. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. The $220.1 million decrease in forecasted net cash flows for the first six months of 2024 was comprised of an ordinary decrease in forecasted net cash flows of $72.9 million, or 0.8%, and an adjustment applied to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased our provision for credit losses by $127.5 million. Consumer Loans assigned in 2022 have continued to underperform our expectations for the past several quarters. More recently, Consumer Loans assigned in 2023 have also begun exhibiting similar trends of underperformance, although not as severe as Consumer Loans assigned in 2022. During the second quarter of 2024, we determined that we had sufficient Consumer Loan performance experience to estimate the magnitude by which we expect Consumer Loans assigned in 2022 through 2024 will likely underperform our historical collection rates on Consumer Loans with similar characteristics. Accordingly, we applied an adjustment to Consumer Loans assigned in 2022 through 2024 to reduce forecasted collection rates to what we believe the ultimate collection rates will be based on these trends. 60 Table of Contents During the first six months of 2023, we decreased our estimate of future net cash flows by $79.9 million, or 0.9%, to reflect a decline in Consumer Loan prepayments to below-average levels. The $79.9 million decrease in forecasted net cash flows for the first six months of 2023 was comprised of an ordinary decrease in forecasted net cash flows of $35.4 million, or 0.4%, and an adjustment to our forecasting methodology, which upon implementation, decreased our estimate of future net cash flows by $44.5 million, or 0.5%, and increased our provision for credit losses by $71.3 million. 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. For additional information, see Note 6 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. The increase in provision for credit losses related to new Consumer Loan assignments was due to a 22.6% increase in Consumer Loan assignment unit volume, partially offset by a 15.3% decrease in the average provision per Consumer Loan assignment. The decrease in the average provision per Consumer Loan assignment was primarily due to a decrease in the average advance rate for 2024 Consumer Loans. Interest. The increase in interest expense of $79.8 million, or 68.1%, was due to: • An increase in our average cost of debt, which increased interest expense by $57.2 million. The increase in our cost of debt was primarily a result of higher interest rates on recently-completed or -extended secured financings and recently-issued senior notes and the repayment of older secured financings and senior notes with lower interest rates. • An increase in our average outstanding debt balance, which increased interest expense by $22.6 million. The increase in our average outstanding debt balance was primarily due to borrowings used to fund the growth of our Loan portfolio and stock repurchases. The following table presents the change in interest expense, average outstanding debt balance, and average cost of debt for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023: (Dollars in millions) For the Six Months Ended June 30, 2024 2023 Change Interest expense $ 197.0 $ 117.2 $ 79.8 Average outstanding debt balance 5,562.5 4,662.5 900.0 Average cost of debt 7.1 % 5.0 % 2.1 % Loss on Sale of Building. For the six months ended June 30, 2024, we recognized a loss on the sale of a building of $23.7 million. For additional information, see Note 7 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. Provision for Income Taxes. For the six months ended June 30, 2024, our effective income tax rate increased to 44.7% from 21.3% for the six months ended June 30, 2023. The increase was primarily due to a decrease in pre-tax income, which increased the impact of an adjustment to an uncertain tax position for state income taxes recorded in the second quarter of 2024 and non-deductible executive compensation expense on our 2024 effective income tax rate. For additional information, see Note 12 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which i s incorporated herein by reference. Properties The COVID-19 pandemic had a significant impact on our work environment, as the vast majority of our team members began working remotely. Because our remote operations and processes proved successful early on, we now pursue a “remote first” strategy to take advantage of the national talent pool and an increased rate of team member satisfaction. While remote work has become the primary experience for most of our team members, we do have team members that, due to their personal preference or the nature of their responsibilities, have continued to work primarily in one of our office properties. Additionally, we have various on-site meetings, events, and team building activities for which in-person attendance is encouraged. Therefore, we believe we have a continuing need for some amount of office space. 61 Table of Contents As the vast majority of our team members now work remotely, we had significant excess space in the two office buildings that we owned in Southfield, Michigan. During the second quarter of 2024, we sold the larger building for net sales proceeds of $3.2 million, and recognized a loss on sale of the building of $23.7 million. The loss on sale of the building represented the amount by which the $26.9 million carrying value of the building and its improvements, the related land and land improvements, and office furniture and equipment exceeded the net sales proceeds of $3.2 million. Liquidity and Capital Resources We need capital to maintain and grow our business. Our primary sources of capital are cash flows from operating activities, collections of Consumer Loans, and borrowings under: (1) our revolving secured line of credit facility; (2) Warehouse facilities; (3) Term ABS financings; and (4) senior notes. There are various restrictive covenants to which we are subject under each financing arrangement, and we were in compliance with those covenants as of June 30, 2024. For information regarding these financings and the covenants included in the related documents, see Note 10 to the consolidated financial statements contained in Part I - Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. On February 16, 2024, we extended the $100.0 million Term ABS 2021-1 financing and extended the date on which the financing will cease to revolve from December 16, 2024 to February 17, 2026. On February 27, 2024, we completed a $200.0 million Term ABS financing, which was used to repay outstanding indebtedness and for general corporate purposes. The financing has an expected average annualized cost of 7.8% (including placement agent fees and other costs), and it will revolve for 36 months, after which it will amortize based upon the cash flows on the underlying Loans. On March 28, 2024, we completed a $500.0 million Term ABS financing, which was used to repay outstanding indebtedness and for general corporate purposes. The financing has an expected average annualized cost of 6.4% (including initial purchasers’ fees and other costs), and it will revolve for 24 months, after which it will amortize based upon the cash flows on the underlying Loans. On June 17, 2024, we extended the maturity of our revolving secured line of credit facility from June 22, 2026 to June 22, 2027. The interest rate on borrowings under the facility has changed from BSBY plus 187.5 basis points to SOFR plus 197.5 basis points. On June 20, 2024, we completed a $550.0 million Term ABS financing, which was used to repay outstanding indebtedness and for general corporate purposes. The financing has an expected average annualized cost of 6.5% (including initial purchasers’ fees and other costs), and it will revolve for 24 months, after which it will amortize based upon the cash flows on the underlying Loans. On June 21, 2024, we increased the financing amount on the Term ABS 2022-2 financing from $200.0 million to $300.0 million and extended the date on which the financing will cease to revolve from December 15, 2025 to June 15, 2027. Cash and cash equivalents were $8.3 million as of June 30, 2024 and $13.2 million as of December 31, 2023. As of June 30, 2024 and December 31, 2023, we had $1,440.7 million and $1,505.8 million, respectively, in unused and available lines of credit. Our total balance sheet indebtedness increased to $5,946.6 million as of June 30, 2024 from $5,067.5 million as of December 31, 2023, primarily due to the growth in new Consumer Loan assignments and stock repurchases. 62 Table of Contents A summary of our scheduled principal debt maturities as of June 30, 2024 is as follows: (In millions) Year Scheduled Principal Debt Maturities (1) Remainder of 2024 $ 385.8 2025 1,820.8 2026 1,944.4 2027 1,232.8 2028 603.8 Over five years — Total $ 5,987.6 (1) The principal maturities of certain financings are estimated based on forecasted collections. Based upon anticipated cash flows, management believes that cash flows from operations and our various financing alternatives will provide sufficient financing for debt maturities and for future operations. Our ability to borrow funds may be impacted by economic and financial market conditions. If the various financing alternatives were to become limited or unavailable to us, our operations and liquidity could be materially and adversely affected. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments 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. On an ongoing basis, we review our accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 discusses several critical accounting estimates, which we believe involve a high degree of judgment and complexity. There have been no material changes to the estimates and assumptions associated with these accounting estimates from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, except as described below. During the second quarter of 2024, we applied an adjustment to our methodology for forecasting the amount of future net cash flows from our Loan portfolio, which reduced the forecasted collection rates for Consumer Loans assigned in 2022 through 2024. Consumer Loans assigned in 2022 have continued to underperform our expectations for the past several quarters. More recently, Consumer Loans assigned in 2023 have also begun exhibiting similar trends of underperformance, although not as severe as Consumer Loans assigned in 2022. During the second quarter of 2024, we determined that we had sufficient Consumer Loan performance experience to estimate the magnitude by which we expect Consumer Loans assigned in 2022 through 2024 will likely underperform our historical collection rates on Consumer Loans with similar characteristics. Accordingly, we applied an adjustment to Consumer Loans assigned in 2022 through 2024 to reduce forecasted collection rates to what we believe the ultimate collection rates will be based on these trends. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of this forecast adjustment during the second quarter of 2024 reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased provision for credit losses by $127.5 million. 63 Table of Contents Forward-Looking Statements We make forward-looking statements in this report and may make such statements in future filings with the Securities and Exchange Commission (“SEC”). We may also make forward-looking statements in our press releases or other public or shareholder communications. Our forward-looking statements are subject to risks and uncertainties and include information about our expectations and possible or assumed future results of operations. When we use any of the words “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “assume,” “forecast,” “estimate,” “intend,” “plan,” “target,” or similar expressions, we are making forward-looking statements. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. These forward-looking statements represent our outlook only as of the date of this report. While we believe that our forward-looking statements are reasonable, actual results could differ materially since the statements are based on our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, other risk factors discussed herein or listed from time to time in our reports filed with the SEC, and the following: Industry, Operational, and Macroeconomic Risks • Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations. • Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully. • Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity, and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions. • Reliance on third parties to administer our ancillary product offerings could adversely affect our business and financial results. • We are dependent on our senior management and the loss of any of these individuals or an inability to hire additional team members could adversely affect our ability to operate profitably. • Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace. • An outbreak of contagious disease or other public health emergency could materially and adversely affect our business, financial condition, liquidity, and results of operations. • The concentration of Dealers in several states could adversely affect us. • Reliance on our outsourced business functions could adversely affect our business. • Our ability to hire and retain foreign engineering personnel could be hindered by immigration restrictions. • We may be unable to execute our business strategy due to current economic conditions. • Natural disasters, climate change, military conflicts, acts of war, terrorist attacks and threats, or the escalation of military activity in response to terrorist attacks or otherwise may negatively affect our business, financial condition, and results of operations. • Governmental or market responses to climate change and related environmental issues could have a material adverse effect on our business. • A small number of our shareholders have the ability to significantly influence matters requiring shareholder approval and such shareholders have interests which may conflict with the interests of our other security holders. Capital and Liquidity Risks • We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business. • The terms of our debt limit how we conduct our business. • A violation of the terms of our asset-backed secured financings or revolving secured warehouse facilities could have a material adverse impact on our operations. • Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations, and adversely affect our financial condition. • We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt. • Interest rate fluctuations may adversely affect our borrowing costs, profitability, and liquidity. 64 Table of Contents • Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition, and results of operations. • We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels. • The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity, and results of operations. Technology and Cybersecurity Risks • Our dependence on technology could have a material adverse effect on our business. • We depend on secure information technology, and a breach of our systems or those of our third-party service providers could result in our experiencing significant financial, legal, and reputational exposure and could materially adversely affect our business, financial condition, and results of operations. • Our use of electronic contracts could impact our ability to perfect our ownership or security interest in Consumer Loans. • Failure to properly safeguard confidential consumer and team member information could subject us to liability, decrease our profitability, and damage our reputation. Legal and Regulatory Risks • Litigation we are involved in from time to time may adversely affect our financial condition, results of operations, and cash flows. • Changes in tax laws and the resolution of uncertain income tax matters could have a material adverse effect on our results of operations and cash flows from operations. • The regulations to which we are or may become subject could result in a material adverse effect on our business. Other factors not currently anticipated by management may also materially and adversely affect our business, financial condition, and results of operations. We do not undertake, and expressly disclaim any obligation, to update or alter our statements whether as a result of new information, future events, or otherwise, except as required by applicable law. 65 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Refer to our Annual Report on Form 10-K for the year ended December 31, 2023 for a complete discussion of our market risk. There have been no material changes to the market risk information included in our Annual Report on Form 10-K for the year ended December 31, 2023.