What changed in this filing

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Item 1A. Risk Factors

2024-05-10 compared with 2023-11-09 · 9 added, 98 removed, 31 unchanged (78% of the section changed)

9 unchanged sentences

have a substantial amount of indebtedness.

At September 30, 2023, we had approximately $2,552.6 million of debt outstanding.

consisted primarily of $2,243.3 million of securitization trust debt and $240.4 million of debt from warehouse lines of credit.

At March 31, 2024, we had approximately $2,648.3 million of debt outstanding.

Such debt consisted

primarily of $2,277.7 million of securitization trust debt and $249.5 million of debt from warehouse lines of credit.

Our securitization

trust debt has increased by $134.5 million while our warehouse lines of credit debt has decreased by $44.9 million since December 31,

trust debt has increased by $12.2 million while our warehouse lines of credit debt has increased by $15.5 million since December 31, 2023

(each net of deferred financing costs).

2 unchanged sentences

We had $22.1 million and $17.2 million in subordinated renewable

notes outstanding at September 30, 2023 and December 31, 2022, respectively.

notes outstanding at March 31, 2024 and December 31, 2023, respectively.

On June 30, 2021, we completed a $50.0 million securitization

of residual interests from other previously issued securitizations.

As of September 30, 2023, all $50.0 million of this debt remains outstanding.

On March 2024, we completed a new residual interest financing of our

residual interests from previously issued securitizations in the amount of $50.0 million.

As of March 31, 2024, all $100.0 million of

this debt remains outstanding.

Our substantial indebtedness could adversely affect

12 unchanged sentences

Failure to pay our indebtedness when due could have a material adverse effect.

We may have rescission liability in connection

with sales of our subordinated renewable notes to certain purchasers.

We filed a registration statement on Form S-3

with respect to various securities, including our renewable unsecured subordinated notes, on May 28, 2015, and filed amendments to the

registration statement on June 26, 2015, and July 27, 2015 (such registration statement, as so amended, the “Former Registration

The Former Registration Statement was declared effective on August 26, 2015 (the “Former Registration Statement

Effective Date”).

Rule 415(a)(5) under the Securities Act of 1933, as amended (the “Securities Act”), provides that

a shelf registration statement such as the Former Registration Statement expires three years after the official effective date.

Registration Statement expired on August 26, 2018;

however, the Company continued to conduct offers and sales and renewals after that

Additionally, with respect to the Former Registration Statement, the Company failed to file certain prospectus supplements relating

to certain sales.

Lastly, offers and sales of Renewable Notes and renewals of outstanding notes were made for amounts beyond the amount

of securities covered by the registration statement.

These activities may result in certain of these purchasers having a statutory right to rescind their purchases.

As a result, we could be required

to repurchase some or all of such notes at the original sale price plus statutory interest, less the amount of any income received by

the purchasers.

As of October 31, 2023, there were approximately $5.3 million of such notes outstanding and sold within the preceding

twelve months.

That figure includes renewals of previously sold notes, but excludes notes that we have repaid, and excludes notes that

we sold or renewed pursuant to the registration statement to which this prospectus relates.

Our results of operations, financial condition

and cash flows could be materially and adversely affected if a substantial number of purchasers of such notes were to successfully assert

rescission rights or if we were to be assessed substantial penalties by regulatory authorities.

If holders of sufficient amounts of such

notes were to demand rescission and to prevail in that demand, the adverse effect on our liquidity could be material, which could in turn

impair our ability to conduct our business as otherwise planned.

Forward-Looking Statements

Discussions of certain matters

contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended (the "Securities Act") and Section 21E of the Exchange Act, and as such, may involve risks and uncertainties.

forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of

future performance, perceived opportunities in the market and statements regarding our mission and vision.

You can generally identify

forward-looking statements as statements containing the words "will," "would," "believe," "may,"

"could," "expect," "anticipate," "intend," "estimate," "assume" or other similar

Our actual results, performance and achievements may differ materially from the results, performance and achievements expressed

or implied in such forward-looking statements.

The discussion under "Risk Factors" identifies some of the factors that might

cause such a difference, including the following:

· changes in general economic conditions;

· our ability or inability to obtain necessary financing, and the terms of any such financing;

· changes in interest rates, especially as applicable to securitization trust debt;

· our ability to generate sufficient operating and financing cash flows;

· competition;

· level of future provisioning for receivables losses;

· the levels of actual losses on receivables;

· regulatory requirements.

Forward-looking statements

in this report also include our recorded figures representing allowances for remaining expected lifetime credit losses, our markdown of

the recorded value for the portion of our portfolio accounted for at fair value, our charge to the provision for credit losses for the

our legacy portfolio, our estimates of fair value (most significantly for our receivables accounted for at fair value), our entries offsetting

the preceding, and figures derived from any of the preceding.

In each case, such figures are forward-looking statements because

they are dependent on our estimates of cash to be received and losses to be incurred in the future.

The accuracy of such estimates may

be adversely affected by various factors, which include (in addition to risks relating to the COVD-19 pandemic and to the economy generally)

the following:

possible increased delinquencies;

repossessions and losses on retail installment contracts;

incorrect prepayment speed

and/or discount rate assumptions;

possible unavailability of qualified personnel, which could adversely affect our ability to service

our portfolio;

possible increases in the rate of consumer bankruptcy filings, which could adversely affect our rights to collect payments

from our portfolio;

other changes in government regulations affecting consumer credit;

possible declines in the market price for used

vehicles, which could adversely affect our realization upon repossessed vehicles;

and economic conditions in geographic areas in which

the Company's business is concentrated.

The accuracy of such estimates may also be affected by the effects of the COVID-19 pandemic and

of governmental responses to said pandemic, which have included prohibitions on certain means of enforcement of receivables, and may include

additional restrictions, as yet unknown, in the future.

Any or all of such factors also may affect our future financial results, as to

which there can be no assurance.

Any implication that past results or past consecutive earnings are indicative of future results or future

earnings is disclaimed, and the reader should draw no such inference.

Factors such as those identified above in relation to losses to

be incurred in the future may affect future performance.

Forward-looking statements are not guarantees

of performance.

They involve risks, uncertainties and assumptions.

Actual results may differ from expectations due to many factors beyond

our ability to control or predict, including those described herein, and in documents incorporated by reference in this report.

statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation

Reform Act of 1995.

We undertake no obligation

to publicly update any forward-looking information.

You are advised to consult any additional disclosure we make in our periodic reports

filed with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors