CONSUMER PORTFOLIO SERVICES, INC. Form 10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission file number: 001-11416
CONSUMER PORTFOLIO SERVICES, INC.
(Exact name of registrant as specified in its
charter)
California
33-0459135
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
3800 Howard Hughes Parkway , Suite 1400 ,
Las Vegas , Nevada
89169
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
Area Code: ( 949 ) 753-6800
Former name, former address and former fiscal year,
if changed since last report: N/A
Securities registered pursuant
to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, no par value
CPSS
The NASDAQ Stock Market LLC (Global Market)
Indicate by check mark whether the registrant
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer ☐
Accelerated Filer ☒
Non-accelerated Filer ☐
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 8, 2025, the registrant had 22,224,186
common shares outstanding.
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
For the Quarterly Period Ended June 30, 2025
Page
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025, and December 31, 2024
3
Unaudited Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2025, and 2024
4
Unaudited Condensed Consolidated Statements of Comprehensive Income for the three- month and six-month periods ended June 30, 2025, and 2024
5
Unaudited Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2025, and 2024
6
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six-month periods ended June 30, 2025, and 2024
7
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
Item 4.
Controls and Procedures
49
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
50
Item 1A.
Risk Factors
50
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
50
Item 5.
Other Information
51
Item 6.
Exhibits
51
Signatures
52
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
June 30,
December 31,
2025
2024
ASSETS
Cash and cash equivalents
$ 15,772
$ 11,713
Restricted cash and equivalents
144,396
125,684
Finance receivables measured at fair value
3,559,029
3,313,767
Finance receivables, net
1,671
4,987
Furniture and equipment, net
1,040
943
Other assets
41,882
36,774
Total assets
$ 3,763,790
$ 3,493,868
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses
$ 67,928
$ 70,151
Warehouse lines of credit
395,596
410,898
Residual interest financing
155,103
99,176
Securitization trust debt
2,813,234
2,594,384
Subordinated renewable notes
28,828
26,489
Total liabilities
3,460,689
3,201,098
COMMITMENTS AND CONTINGENCIES
–
Shareholders' Equity
Preferred stock, $ 1 par value; authorized 4,998,130 shares; none issued
–
–
Series A preferred stock, $ 1 par value; authorized 5,000,000 shares; none issued
–
–
Series B preferred stock, $ 1 par value; authorized 1,870 shares; none issued
–
–
Common stock, no par value; authorized 75,000,000 shares; 22,224,186 and 21,432,698 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
26,560
25,720
Retained earnings
276,551
267,060
Accumulated other comprehensive loss
( 10 )
( 10 )
Total shareholders' equity
303,101
292,770
Total liabilities and shareholders' equity
$ 3,763,790
$ 3,493,868
See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements.
3
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS
(In thousands, except per share data)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenues:
Interest income
$ 105,362
$ 88,367
$ 207,295
$ 172,655
Mark to finance receivables measured at fair value
3,000
5,500
6,500
10,500
Other income
1,402
2,013
2,843
4,469
Total revenues
109,764
95,880
216,638
187,624
Expenses:
Employee costs
24,362
23,725
49,395
48,141
General and administrative
13,183
13,260
26,726
27,013
Interest
58,704
46,710
113,622
88,678
Provision for credit losses
( 781 )
( 1,950 )
( 1,760 )
( 3,585 )
Sales
5,721
5,883
11,632
10,753
Occupancy
1,374
1,359
2,771
2,959
Depreciation and amortization
249
221
498
436
Total expenses
102,812
89,208
202,884
174,395
Income before income tax expense
6,952
6,672
13,754
13,229
Income tax expense
2,155
2,000
4,263
3,967
Net income
$ 4,797
$ 4,672
$ 9,491
$ 9,262
Earnings per share:
Basic
$ 0.22
$ 0.22
$ 0.44
$ 0.44
Diluted
0.20
0.19
0.39
0.38
Number of shares used in computing earnings per share:
Basic
21,893
21,263
21,670
21,203
Diluted
24,180
24,263
24,254
24,433
See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements.
4
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
(In thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net income
$ 4,797
$ 4,672
$ 9,491
$ 9,262
Other comprehensive income/(loss); change in funded status of pension plan
–
–
–
–
Comprehensive income
$ 4,797
$ 4,672
$ 9,491
$ 9,262
See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements.
5
CONSUMER
PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
June 30,
2025
2024
Cash flows from operating activities:
Net income
$ 9,491
$ 9,262
Adjustments to reconcile net income to net cash provided by operating activities:
Net interest income accretion on fair value receivables
126,548
106,648
Depreciation and amortization
498
436
Amortization of deferred financing costs
6,021
5,043
Mark to finance receivables measured at fair value
( 6,500 )
( 10,500 )
Provision for credit losses
( 1,760 )
( 3,585 )
Stock-based compensation expense
1,361
1,641
Changes in assets and liabilities:
Deferred tax assets, net
1,010
1,318
Other assets
( 6,118 )
( 18,116 )
Accounts payable and accrued expenses
( 2,223 )
3,849
Net cash provided by operating activities
128,328
95,996
Cash flows from investing activities:
Payments received on finance receivables held for investment
5,076
16,239
Purchases of finance receivables measured at fair value
( 882,879 )
( 753,760 )
Payments received on finance receivables at fair value
517,569
419,899
Change in repossessions held in inventory
–
61
Purchase of furniture and equipment
( 595 )
( 256 )
Net cash used in investing activities
( 360,829 )
( 317,817 )
Cash flows from financing activities:
Proceeds from issuance of securitization trust debt
862,370
1,037,105
Proceeds from issuance of subordinated renewable notes
3,212
5,489
Payments on subordinated renewable notes
( 873 )
( 321 )
Net proceeds from (repayments of) warehouse lines of credit
( 16,564 )
( 150,659 )
Net Proceeds from (repayment of) residual interest financing debt
56,795
50,000
Repayment of securitization trust debt
( 642,697 )
( 563,679 )
Payment of financing costs
( 6,450 )
( 9,677 )
Purchase of common stock
( 5,138 )
( 11,172 )
Exercise of options and warrants
4,617
5,915
Net cash provided by financing activities
255,272
363,001
Increase in cash and cash equivalents
22,771
141,180
Cash and restricted cash at beginning of period
137,397
125,431
Cash and restricted cash at end of period
$ 160,168
$ 266,611
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
$ 106,773
$ 83,091
Income taxes
$ 5,306
$ 9,245
See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements.
6
CONSUMER PORTFOLIO SERVICES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF SHAREHOLDERS’ EQUITY
(In thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Common Stock (Shares Outstanding)
Balance, beginning of period
21,503
21,148
21,433
21,175
Common stock issued upon exercise of options and warrants
1,248
1,248
1,318
1,428
Repurchase of common stock
( 527 )
( 1,091 )
( 527 )
( 1,298 )
Balance, end of period
22,224
21,305
22,224
21,305
Common Stock
Balance, beginning of period
$ 26,683
$ 28,518
$ 25,720
$ 28,678
Common stock issued upon exercise of options and warrants
4,371
5,210
4,617
5,915
Repurchase of common stock
( 5,138 )
( 9,475 )
( 5,138 )
( 11,172 )
Stock-based compensation
644
809
1,361
1,641
Balance, end of period
$ 26,560
$ 25,062
$ 26,560
$ 25,062
Retained Earnings
Balance, beginning of period
$ 271,754
$ 252,447
$ 267,060
$ 247,857
Net income
4,797
4,672
9,491
9,262
Balance, end of period
$ 276,551
$ 257,119
$ 276,551
$ 257,119
Accumulated Other Comprehensive Loss
Balance, beginning of period
$ ( 10 )
$ ( 1,867 )
$ ( 10 )
$ ( 1,867 )
Pension benefit obligation
–
–
–
–
Balance, end of period
$ ( 10 )
$ ( 1,867 )
$ ( 10 )
$ ( 1,867 )
Balance, beginning of period
–
–
292,770
–
Pension benefit obligation
–
–
–
–
Total Shareholders' Equity
$ 303,101
$ 280,314
$ 303,101
$ 280,314
See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements.
7
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(1) Summary of Significant Accounting Policies
Description of Business
We were formed in California on March 8, 1991.
We specialize in purchasing and servicing retail automobile installment sale contracts (“automobile contracts” or “finance
receivables”) originated by licensed motor vehicle dealers located throughout the United States (“dealers”) in the sale
of new and used automobiles, light trucks and passenger vans. Through our purchases, we provide indirect financing to dealer customers
for borrowers with limited credit histories or past credit problems (“sub-prime customers”). We serve as an alternative source
of financing for dealers, allowing sales to customers who otherwise might not be able to obtain financing. In addition to purchasing installment
purchase contracts directly from dealers, we have also (i) lent money directly to consumers for loans secured by vehicles, (ii) purchased
immaterial amounts of vehicle purchase money loans from non-affiliated lenders, and (iii) acquired installment purchase contracts in four
merger and acquisition transactions. In this report, we refer to all of such contracts and loans as "automobile contracts."
Basis of Presentation
Our Unaudited Condensed Consolidated Financial
Statements have been prepared in conformity with accounting principles generally accepted in the United States of America, with the instructions
to Form 10-Q and with Article 10 of Regulation S-X of the Securities and Exchange Commission, and include all adjustments that are, in
management’s opinion, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are,
in the opinion of management, of a normal recurring nature. Results for the six-month period ended June 30, 2025 are not necessarily indicative
of the operating results to be expected for the full year.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America
have been condensed or omitted from these Unaudited Condensed Consolidated Financial Statements. These Unaudited Condensed Consolidated
Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the
reported amounts of income and expenses during the reported periods.
Finance Receivables Measured
at Fair Value
Effective January 1, 2018, we adopted the fair
value method of accounting for finance receivables acquired on or after that date. For each finance receivable acquired after 2017, we
consider the price paid on the purchase date as the fair value for such receivable. We estimate the cash to be received in the future
with respect to such receivables, based on our experience with similar receivables acquired in the past. We then compute the internal
rate of return that results in the present value of those estimated cash receipts being equal to the purchase date fair value. Thereafter,
we recognize interest income on such receivables on a level yield basis using that internal rate of return as the applicable interest
rate. Cash received with respect to such receivables is applied first against such interest income, and then to reduce the recorded value
of the receivables.
8
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
We re-evaluate the fair value of such receivables
at the close of each measurement period. If the reevaluation were to yield a value materially different from the recorded value, an adjustment
would be required.
Anticipated credit losses are included in our
estimation of cash to be received with respect to receivables. In accordance with the fair value accounting standards, credit losses
are included in our computation of the appropriate level yield, therefore we do not thereafter make periodic provision for credit losses,
as our best estimate of the lifetime aggregate of credit losses is included in that initial computation. Also, because we include anticipated
credit losses in our computation of the level yield, the computed level yield is materially lower than the average contractual rate applicable
to the receivables. Because our initial recorded value is fixed as the price we pay for the receivable, rather than as the contractual
principal balance, we do not record acquisition fees as an amortizing asset related to the receivables, nor do we capitalize costs of
acquiring the receivables. Rather we recognize the costs of acquisition as expenses in the period incurred.
Other Income
The following
table presents the primary components of Other Income for the three-month and six-month periods ending June 30, 2025 and 2024:
Schedule of other income
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Origination and servicing fees from third party receivables
$ 1,384
$ 1,694
$ 2,815
$ 3,838
Sales tax refunds
–
260
–
549
Other
18
59
28
82
Other income for the period
$ 1,402
$ 2,013
$ 2,843
$ 4,469
Leases
The Company has operating leases for corporate
offices, equipment, software and hardware. The Company has entered into operating leases for the majority of its real estate locations,
primarily office space. These leases are generally for periods of three to seven years with various renewal options. The depreciable life
of leased assets is limited by the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance
sheet and the related lease expense is recognized on a straight-line basis over the lease term.
9
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The following table presents
the supplemental balance sheet information related to leases:
Schedule of supplemental balance sheet information related to leases
June 30,
December 31,
2025
2024
(In thousands)
Operating Leases
Operating lease right-of-use assets
$ 52,260
$ 51,093
Less: Accumulated amortization right-of-use assets
( 34,017 )
( 31,644 )
Operating lease right-of-use assets, net
$ 18,243
$ 19,449
Operating lease liabilities
$ ( 20,231 )
$ ( 21,471 )
Finance Leases
Property and equipment, at cost
$ 4,039
$ 3,794
Less: Accumulated depreciation
( 3,586 )
( 3,488 )
Property and equipment, net
$ 453
$ 306
Finance lease liabilities
$ ( 467 )
$ ( 315 )
Weighted Average Discount Rate
Operating lease
5.0 %
5.0 %
Finance lease
6.4 %
6.5 %
Maturities of lease liabilities were as follows:
Schedule of maturities of lease liabilities
(In thousands)
Operating
Finance
Year Ending December 31,
Lease
Lease
2025 (excluding the six months ended June 30, 2025)
$ 2,558
$ 106
2026
5,084
207
2027
5,242
149
2028
5,408
30
2029
3,761
10
Thereafter
985
–
Total undiscounted lease payments
23,038
502
Less amounts representing interest
( 2,807 )
( 35 )
Lease Liability
$ 20,231
$ 467
10
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The following table presents
the lease expense included in General and administrative and Occupancy expense on our Unaudited Condensed Consolidated Statement of Operations:
Schedule of lease cost
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Operating lease cost
$ 1,310
$ 1,311
$ 2,621
$ 2,685
Finance lease cost
55
34
110
48
Total lease cost
$ 1,365
$ 1,345
$ 2,731
$ 2,733
The following table presents the supplemental
cash flow information related to leases:
Schedule of supplemental cash flow information related to leases
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
(In thousands)
(In thousands)
Operating cash flows from operating leases
$ 1,310
$ 1,311
$ 2,621
$ 2,685
Operating cash flows from finance leases
47
28
94
41
Financing cash flows from finance leases
7
6
15
7
Stock-based Compensation
We recognize compensation costs in the financial
statements for all share-based payments based on the grant date fair value estimated in accordance with the provisions of ASC 718 “Stock
Compensation”.
11
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the three and six months ended June 30, 2025,
we recorded stock-based compensation costs in the amount of $ 645,000 and $ 1.4 million, respectively. These stock-based compensation costs
were $ 809,000 and $ 1.6 million for the three and six months ended June 30, 2024. As of June 30, 2025, unrecognized stock-based compensation
costs to be recognized over future periods equaled $ 1.6 million. This amount will be recognized as expense over a weighted-average period
of 0.5 years.
The following represents stock option activity
for the six months ended June 30, 2025:
Schedule of stock option activity
Weighted
Number of
Weighted
Average
Shares
Average
Remaining
(in thousands)
Exercise Price
Contractual Term
Options outstanding at the beginning of period
6,157
$ 5.37
N/A
Granted
–
–
N/A
Exercised
( 1,318 )
3.50
N/A
Forfeited
( 7 )
–
N/A
Options outstanding at the end of period
4,832
$ 5.89
2.68 years
Options exercisable at the end of period
4,189
$ 5.57
2.56 years
The following table presents the price distribution
of stock options outstanding and exercisable as of June 30, 2025 and December 31, 2024:
Schedule of price distribution of stock options outstanding and exercisable
Number of shares as of
Number of shares as of
June 30, 2025
December 31, 2024
Outstanding
Exercisable
Outstanding
Exercisable
Range of exercise prices:
(in thousands)
(in thousands)
$2.00 - $2.99
1,128
1,127
1,197
1,197
$3.00 - $3.99
902
902
2,026
2,026
$4.00 - $4.99
1,190
907
1,262
972
$10.00 - $10.99
1,612
1,253
1,612
892
Total shares
4,832
4,189
6,097
5,087
12
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
At June 30, 2025, the aggregate intrinsic value
of options outstanding and exercisable was $ 19.8 million and $ 18.4 million, respectively. There were $ 1.3 million options exercised for
the six months ended June 30, 2025, compared to $ 1.4 million for the comparable period in 2024. The total intrinsic value of options exercised
was $ 8.2 million and $ 6.2 million for the six-month periods ended June 30, 2025, and 2024. There were 2,931,000 shares available for future
stock option grants under existing plans as of June 30, 2025.
Purchases of Company Stock
The table below describes the purchase of our
common stock for the six months ended June 30, 2025, and 2024:
Schedule of purchase of our
common stock
Six Months Ended
June 30, 2025
June 30, 2024
Shares
Avg. Price
Shares
Avg. Price
Open market purchases
76,880
$ 9.72
473,202
$ 8.67
Shares redeemed upon net exercise of stock options
449,772
9.76
824,511
8.57
Total stock purchases
526,652
$ 9.76
1,297,713
$ 8.61
Reclassifications
Some items in the prior year financial statements
were reclassified to conform to the current presentation. Reclassifications had no effect on net income or shareholders’ equity.
Financial Covenants
Certain of our securitization transactions, our
warehouse credit facilities and our residual interest financing contain various financial covenants requiring minimum financial ratios
and results. Such covenants include maintaining minimum levels of liquidity and net worth and not exceeding maximum leverage levels.
As of June 30, 2025, we were in compliance with all such covenants. In addition, certain of our debt agreements other than our term securitizations
contain cross-default provisions. Such cross-default provisions would allow the respective creditors to declare a default if an event
of default occurred with respect to other indebtedness of ours, but only if such other event of default were to be accompanied by acceleration
of such other indebtedness.
Provision for Contingent
Liabilities
We are routinely involved in various legal proceedings resulting from our consumer finance activities and practices, both
continuing and discontinued. Our legal counsel has advised us on such matters where, based on information available at the time of this
report, there is an indication that it is both probable that a liability has been incurred and the amount of the loss can be reasonably
determined.
13
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09,
“Income Taxes (Topic 740),” which is intended to provide greater transparency in various income tax components that affect the
rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and quantitative aspects of those components.
This new standard will be effective for annual reporting periods beginning on or after December 15, 2024, with early adoption permitted.
The Company is currently evaluating the impact of ASU 2023-09; however, at the current time, the Company does not believe this ASU will
have a material impact on its consolidated financial statements.
(2) Finance Receivables,
net
Our portfolio of finance receivables,
net consists of small-balance homogeneous contracts comprising a single segment and class that is collectively evaluated for impairment
on a portfolio basis according to delinquency status. Our contract purchase guidelines are designed to produce a homogenous portfolio.
For key terms such as interest rate, length of contract, monthly payment and amount financed, there is relatively little variation from
the average for the portfolio. We report delinquency on a contractual basis. Once a contract becomes greater than 90 days delinquent,
we do not recognize additional interest income until the obligor under the contract makes sufficient payments to be less than 90 days
delinquent. Any payments received on a contract that is greater than 90 days delinquent are first applied to accrued interest and then
to principal reduction.
In
January 2018 the Company adopted the fair value method of accounting for finance receivables, net acquired after 2017. Finance receivables,
net measured at fair value are recorded separately on the Company’s Balance Sheet and are excluded from all tables in this footnote.
The following
table presents the components of Finance Receivables, net of allowance for finance credit losses:
Schedule of components of finance receivables
June 30,
December 31,
2025
2024
(In thousands)
Finance receivables
$ 1,816
$ 5,420
Less: Allowance for finance credit losses
( 145 )
( 433 )
Finance receivables, net
$ 1,671
$ 4,987
We consider an automobile
contract delinquent when an obligor fails to make at least 90% of a contractually due payment by the following due date, which date may
have been extended within limits specified in the servicing agreements. The period of delinquency is based on the number of days payments
are contractually past due, as extended where applicable. Automobile contracts less than 31 days delinquent are not reported as delinquent.
In certain circumstances we will grant obligors one-month payment extensions. The only modification of terms is to advance the obligor’s
next due date by one month and extend the maturity date of the receivable by one month. In certain limited cases, a two-month extension
may be granted. There are no other concessions, such as a reduction in interest rate, forgiveness of principal or of accrued interest.
Accordingly, we consider such extensions to be insignificant delays in payments. The following table summarizes the delinquency status
of finance receivables as of June 30, 2025, and December 31, 2024:
14
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Schedule of delinquency status of finance receivables
June 30,
December 31,
2025
2024
Delinquency Status
(In thousands)
Current
$ 998
$ 2,994
31-60 days
355
1,184
61-90 days
359
971
91 + days
104
271
$ 1,816
$ 5,420
Finance receivables
totaling $ 104,000 and $ 271,000 at June 30, 2025, and December 31, 2024, respectively, have been placed on non-accrual status as a result
of their delinquency status.
Allowance for Credit Losses
– Finance Receivables
The allowance for credit losses
is a valuation account that is deducted from the amortized cost basis of finance receivables to present the net amount expected to be
collected. Charge offs are deducted from the allowance when management believes that collectability is unlikely.
Management estimates the allowance
using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and
supportable forecasts. We believe our historical credit loss experience provides the best basis for the estimation of expected credit
losses. Consequently, we use historical loss experience for older receivables, aggregated into vintage pools based on their calendar quarter
of origination, to forecast expected losses for less seasoned quarterly vintage pools.
We measure the weighted average
monthly incremental change in cumulative net losses for the vintage pools in the relevant historical period. For the pools in the relevant
historical period, we consider each pool’s performance from its inception through the end of the current period. We then apply the
results of the historical analysis to less seasoned vintage pools beginning with each vintage pool’s most recent actual cumulative
net loss experience and extrapolating from that point based on the historical data. We believe the pattern and magnitude of losses on
older vintages allows us to establish a reasonable and supportable forecast of less seasoned vintages.
Our contract purchase guidelines
are designed to produce a homogenous portfolio. For key credit characteristics of individual contracts such as obligor credit history,
job stability, residence stability and ability to pay, there is relatively little variation from the average for the portfolio. Similarly,
for key structural characteristics such as loan-to-value, length of contract, monthly payment and amount financed, there is relatively
little variation from the average for the portfolio. Consequently, we do not believe there are significant differences in risk characteristics
between various segments of our portfolio.
Our methodology incorporates
historical pools that are sufficiently seasoned to capture the magnitude and trends of losses within those vintage pools. Furthermore,
the historical period encompasses a substantial volume of receivables over periods that include fluctuations in the competitive landscape,
the Company’s rates of growth, size of our managed portfolio and fluctuations in economic growth and unemployment.
15
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
In consideration of the depth
and breadth of the historical period, and the homogeneity of our portfolio, we generally do not adjust historical loss information for
differences in risk characteristics such as credit or structural composition of segments of the portfolio or for changes in environmental
conditions such as changes in unemployment rates, collateral values or other factors. Throughout our history we have observed how events
such as extreme weather, political unrest, and other qualitative factors have influenced the performance of our portfolio. Consequently,
we have considered how such qualitative factors may affect future credit losses and have incorporated our judgement of the effect of those
factors into our estimates.
The following table presents the amortized cost
basis of our finance receivables by annual vintage as of June 30, 2025, and December 31, 2024.
Schedule of finance receivables by annual vintage
June 30,
December 31,
2025
2024
(In thousands)
Annual Vintage Pool
2015 and prior
$ 99
$ 294
2016
456
1,336
2017
1,261
3,790
$ 1,816
$ 5,420
The following table presents a summary of the
activity for the allowance for finance credit losses for the three-month and six-month periods ended June 30, 2025, and 2024:
Schedule of allowance for finance credit losses
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Balance at beginning of period
$ 249
$ 1,890
$ 433
$ 2,869
Provision for credit losses on finance receivables
( 781 )
( 1,950 )
( 1,760 )
( 3,585 )
Charge-offs
( 136 )
( 431 )
( 464 )
( 1,432 )
Recoveries
813
1,175
1,936
2,832
Balance at end of period
$ 145
$ 684
$ 145
$ 684
16
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The following table presents the gross charge-offs
by year of origination of our finance receivables for the three-month and six-month periods ended June 30, 2025, and 2024:
Schedule of gross charge-off
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Annual Vintage Pool
(In thousands)
(In thousands)
2014 and prior
$ 74
$ 110
$ 209
$ 180
2015
15
69
42
182
2016
27
268
132
645
2017
20
43
81
526
Applied against repos in inventory (net)
–
( 59 )
–
( 101 )
$ 136
$ 431
$ 464
$ 1,432
(3) Securitization Trust Debt
We have completed many securitization
transactions that are structured as secured borrowings for financial accounting purposes. The debt issued in these transactions is shown
on our Unaudited Condensed Consolidated Balance Sheets as “Securitization trust debt,” and the components of such debt are
summarized in the following table:
Schedule of securitization trust debt
Weighted
Average
Final
Receivables
Outstanding
Outstanding
Contractual Debt
Scheduled
Pledged at
Principal at
Principal at
Interest Rate at
Payment
June 30,
Initial
June 30,
December 31,
June 30,
Series
Date (1)
2025 (2)
Principal
2025
2024
2025
(Dollars in thousands)
CPS 2020-C
November 2027
$ –
$ 252,200
$ –
$ 22,453
–
CPS 2021-A
March 2028
–
230,545
–
22,396
–
CPS 2021-B
June 2028
29,554
240,000
23,023
31,903
3.41 %
CPS 2021-C
September 2028
46,238
291,000
36,368
49,739
2.71 %
CPS 2021-D
December 2028
64,995
349,202
54,571
72,090
3.55 %
CPS 2022-A
April 2029
73,825
316,800
57,572
77,872
3.78 %
CPS 2022-B
October 2029
117,786
395,600
99,362
132,002
6.07 %
CPS 2022-C
April 2030
142,329
391,600
105,164
141,176
7.01 %
CPS 2022-D
June 2030
126,674
307,018
108,996
135,857
9.34 %
CPS 2023-A
August 2030
153,317
324,768
111,467
146,020
7.19 %
CPS 2023-B
November 2030
167,809
332,885
133,225
172,154
7.28 %
CPS 2023-C
February 2031
162,352
291,732
138,597
175,219
7.12 %
CPS 2023-D
May 2031
174,949
286,149
152,693
191,621
7.86 %
CPS 2024-A
August 2031
186,782
280,924
164,296
206,348
6.33 %
CPS 2024-B
November 2031
236,246
319,871
215,726
262,768
6.49 %
CPS 2024-C
March 2032
343,047
436,310
314,979
379,254
6.28 %
CPS 2024-D
June 2032
358,440
416,816
329,292
390,983
5.23 %
CPS 2025-A
August 2032
415,167
442,420
385,944
–
5.43 %
CPS 2025-B
March 2033
423,051
419,950
398,252
–
5.37 %
–
$ 3,222,563
$ 6,325,790
$ 2,829,527
$ 2,609,855
_________________
(1) The Final Scheduled Payment Date represents final legal maturity of the securitization trust debt.
Securitization trust debt is expected to become due and to be paid prior to those dates, based on amortization of the finance receivables
pledged to the trusts. Expected payments, which will depend on the performance of such receivables, as to which there can be no assurance,
are $ 550.8 million in 2025, $ 921.8 million in 2026, $ 638.9 million in 2027, $ 391.5 million in 2028, $ 208.8 million in 2029, $ 93.3 million
in 2030, and $ 8.1 million in 2031.
(2) Includes repossessed assets that are included in other assets on our Unaudited Condensed Consolidated
Balance Sheet.
17
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Debt issuance costs of $ 16.3
million and $ 15.5 million as of June 30, 2025, and December 31, 2024, respectively, have been excluded from the table above. These debt
issuance costs are presented as a direct deduction to the carrying amount of the Securitization trust debt on our Consolidated Balance
Sheets.
All the securitization trust
debt was sold in private placement transactions to qualified institutional buyers. The debt was issued through our wholly owned bankruptcy
remote subsidiaries and is secured by the assets of such subsidiaries, but not by our other assets.
The terms of the various securitization
agreements related to the issuance of the securitization trust debt require that certain delinquency and credit loss criteria be met with
respect to the collateral pool and require that we maintain minimum levels of liquidity and net worth and not exceed maximum leverage
levels. We followed all such covenants as of June 30, 2025.
We are responsible for the administration
and collection of the contracts. The securitization agreements also require certain funds be held in restricted cash accounts to provide
additional credit enhancement for the Notes or to be applied to make payments on the securitization trust debt. As of June 30, 2025, restricted
cash under the various agreements totaled approximately $ 144.4 million. Interest expense on the securitization trust debt is composed
of the stated rate of interest plus amortization of additional costs of borrowing. Additional costs of borrowing include facility fees,
insurance premiums, amortization of deferred financing costs, and amortization of discounts required on the notes at the time of issuance.
Deferred financing costs related to the securitization trust debt are amortized using the interest method. Accordingly, the effective
cost of borrowing of the securitization trust debt is greater than the stated rate of interest.
Our wholly owned, bankruptcy remote subsidiaries
were formed to facilitate the above asset-backed financing transactions. Similar bankruptcy remote subsidiaries issue the debt outstanding
under our warehouse line of credit. Bankruptcy remote refers to a legal structure in which it is expected that the applicable entity would
not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as collateral
for the related debt. All such transactions, treated as secured financing for accounting and tax purposes, are treated as sales for all
other purposes, including legal and bankruptcy purposes. None of the assets of these subsidiaries are available to pay any of our other
creditors.
18
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(4) Debt
The terms
and amounts of our other debt outstanding at June 30, 2025, and December 31, 2024, are summarized below:
Schedule of debt outstanding
Amount Outstanding at
June 30,
December 31,
2025
2024
(In thousands)
Description
Interest Rate
Subordinate Lender Interest Rate
Maturity
Warehouse lines of credit
2.85% over CP yield rate (Minimum 3.75%) 7.28% and 7.52% at June 30, 2025 and December 31 2024, respectively
6.40% over SOFR yield rate (Minimum 7.15%) 10.97% and 11.09% at June 30, 2025 and December 31, 2024, respectively
July 2026
$ 273,305
$ 269,602
Warehouse lines of credit
4.50% over a commercial paper rate (Minimum 7.50%) 8.81% and 8.90% at June 30 2025, and December 31 2024, respectively
March 2026
125,331
145,597
Residual interest financing
7.86 %
June 2026
41,795
50,000
Residual interest financing
11.50 %
March 2029
50,000
50,000
Residual interest financing
11.00 %
June 2032
65,000
–
Subordinated renewable notes
Weighted average rate of 8.94 % and 9.24 % at June 30, 2025 and December 31, 2024, respectively
Weighted average maturity of July 2027 and December 2026 at June 30, 2025 and December 31, 2024,
respectively
28,828
26,489
$ 584,259
$ 541,688
19
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
On March 20, 2025, we completed a $ 65 million
securitization of residual interests from previously issued securitizations. In the transaction, a qualified institutional buyer purchased
$ 65 .0 million of asset-backed notes secured by an 80% interest in a CPS affiliate that owns the residual interests in five CPS securitizations
issued from October 2023 through September 2024. The sold notes (“2025-1 Notes”), issued by CPS Auto Securitization Trust
2025-1, consist of a single class with a coupon of 11.00%. At June 30, 2025, there was $ 65 .0 million outstanding under this facility.
On December 19, 2024, we increased the capacity
of our revolving credit agreement with Citibank, N.A., to $ 335 million. This follows the November 2024 closing of a revolving credit agreement
with Oaktree Capital Management, which is subordinate to our credit agreement with Citibank, N.A. The facility provides effective advances
up to 10.00% of eligible finance receivables, effectively increasing the advance rate up to 95% across the facility for eligible receivables.
The revolving credit agreement with Citibank, N.A. was last renewed in July 2024, extending the maturity date to July 2026 followed by
an amortization period through July 2027 for any receivables pledged at the end of the revolving period. There was $ 273.3 million outstanding
under this facility at June 30, 2025.
On March 29, 2024, we renewed our two-year $ 200
million revolving credit agreement with Ares Agent Services, L.P. The revolving period for this facility was extended to March 2026 followed
by an amortization period through March 2028 for any receivables pledged at the end of the revolving period. There was $ 125.3 million
outstanding under this facility at June 30, 2025.
On March 22, 2024, we completed a $ 50 million
securitization of residual interests from previously issued securitizations. In the transaction, a qualified institutional buyer purchased
$ 50 .0 million of asset-backed notes secured by an 80% interest in a CPS affiliate that owns the residual interests in five CPS securitizations
issued from January 2022 through January 2023. The sold notes (“2024-1 Notes”), issued by CPS Auto Securitization Trust 2024-1,
consist of a single class with a coupon of 11.50%. At June 30, 2025, there was $ 50 .0 million outstanding under this facility.
On June 30, 2021, we completed a $ 50 million securitization
of residual interests from previously issued securitizations. In this residual interest financing transaction, qualified institutional
buyers purchased $ 50 .0 million of asset-backed notes secured by residual interests in eleven CPS securitizations consecutively issued
from January 2018 and September 2020. The sold notes (“2021-1 Notes”), issued by CPS Auto Securitization Trust 2021-1, consist
of a single class with a coupon of 7.86%. At June 30, 2025, there was $ 41.8 million outstanding under this facility.
Unamortized debt issuance costs of $ 1.7 million
and $ 824,000 as of June 30, 2025, and December 31, 2024, respectively, have been excluded from the amount reported above for residual
interest financing. Similarly, unamortized debt issuance costs of $ 3 .0 million and $ 4.3 million as of June 30, 2025, and December 31,
2024, respectively, have been excluded from the warehouse lines of credit amounts in the table above. These debt issuance costs are presented
as a direct deduction to the carrying amount of the debt on our Unaudited Condensed Consolidated Balance Sheets.
20
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(5) Interest Income and Interest Expense
The following table presents the components of interest
income:
Schedule of interest
income
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Interest on finance receivables at fair value
$ 103,027
$ 85,099
$ 202,594
$ 165,604
Interest on finance receivables
934
1,782
2,105
4,119
Other interest income
1,401
1,486
2,596
2,932
Interest income
$ 105,362
$ 88,367
$ 207,295
$ 172,655
The following table presents the components of
interest expense:
Schedule of interest expense
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Securitization trust debt
$ 45,557
$ 37,928
$ 90,602
$ 73,860
Warehouse lines of credit
8,216
5,702
14,729
10,022
Residual interest financing
4,247
2,538
6,962
3,748
Subordinated renewable notes
684
542
1,329
1,048
Interest expense
$ 58,704
$ 46,710
$ 113,622
$ 88,678
21
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(6) Earnings Per Share
Earnings
per share for the three-month and six-month periods ended June 30, 2025, and 2024 were calculated using the weighted average number of
shares outstanding for the related period. The following table reconciles the number of shares used in the computations of basic and
diluted earnings per share for the three-month and six-month periods ended June 30, 2025, and 2024:
Schedule of earnings per share
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Weighted average number of common shares outstanding during the period used to compute basic earnings per share
21,893
21,263
21,670
21,203
$
Incremental common shares attributable to exercise of outstanding options and warrants
2,287
3,000
2,584
3,230
$
Weighted average number of common shares used to compute diluted earnings per share
24,180
24,263
24,254
24,433
If the anti-dilutive effects
of common stock equivalents were considered, shares included in the diluted earnings per share calculation for the three-month and six-month
period ended June 30, 2025, would have included an additional 1.6 million shares attributable to the exercise of outstanding options and
warrants. For the three-month and six-month periods ended June 30, 2024, 1.7 million shares, would be included in the diluted earnings
per share calculation.
(7) Income Taxes
We file numerous consolidated
and separate income tax returns with the United States and with many states. With few exceptions, we are no longer subject to U.S. federal,
state, or local examinations by tax authorities for years before 2015.
As of June 30, 2025, and December
31, 2024, we had no unrecognized tax benefits for uncertain tax positions. We do not anticipate that total unrecognized tax benefits will
significantly change due to any settlements of audits or expirations of statutes of limitations over the next 12 months.
The Company and its subsidiaries
file a consolidated federal income tax return and combined or stand-alone state franchise tax returns for certain states. We utilize the
asset and liability method of accounting for income taxes, under which deferred income taxes are recognized for the future tax consequences
attributable to the differences between the financial statement values of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in
income in the period that includes the enactment date.
22
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Deferred tax assets and liabilities
are recognized for the future tax consequences of events that have been recognized in the financial statements. A valuation allowance
is recognized to reduce a deferred tax asset if, based on the weight of all available evidence, it is more likely than not that some or
all of the deferred tax asset will not be realized. When making this judgment, both positive and negative evidence is considered, with
the most weight given to evidence that can be objectively verified. The recognition of deferred tax liabilities, however, does not require
a similar more likely than not test for realization. They are recognized with the expectation that they will be settled in future periods
when the related taxable temporary differences reverse. As of June 30, 2025, we have a net deferred tax liabilities of $ 90,000 . Our net
deferred tax liabilities of $ 90,000 consists of approximately $ 378,000 of net U.S. federal deferred tax liabilities and $ 288,000 of net
state deferred tax assets.
Income tax expense was $ 2.2
million for the three months and $ 4.3 million six months ended June 30, 2025, representing effective income tax rates of 31 %, compared
to income tax expense of $ 2 .0 million and 4 .0 million for the three months and six months ended June 30, 2024, and representing effective
income tax rates of 30 % respectively.
(8) Legal Proceedings
Consumer
Litigation. We are routinely involved in various legal proceedings resulting from our consumer finance
activities and practices, both continuing and discontinued. Consumers can and do initiate lawsuits against us alleging violations of law
applicable to collection of receivables, and such lawsuits sometimes allege that resolution as a class action is appropriate. For the
most part, we have legal and factual defenses to consumer claims, which we routinely contest or settle (for immaterial amounts) depending
on the particular circumstances of each case.
Following
our filing of a complaint for a deficiency judgment in the Superior Court at Waterbury, Connecticut, the defendant filed a cross-claim
on October 16, 2019, alleging that our deficiency notices were not compliant with Connecticut law, and seeking relief on behalf of a class
of Connecticut obligors whose vehicles we had repossessed. The complaint seeks primarily damages, injunctive relief, waiver of contract
deficiencies, and attorney fees and interest. The defendant’s contract provided for resolution of disputes exclusively by arbitration,
and exclusively on an individual basis, not a class basis. Nevertheless, in August 2021, the court denied our motion to compel arbitration,
without opinion. In April 2024, a motion for certification of a class was filed. Prior to the motion being ruled upon, summary judgment
was granted in our favor, disposing of the claims against CPS. An appeal of the summary judgment ruling was filed on October 25, 2024,
and we filed a cross appeal of the denial of the motion to compel arbitration on October 31, 2024.
In General.
There can be no assurance as to the outcomes of the matters described or referenced above. We record
at each measurement date, most recently as of June 30, 2025, our best estimate of probable incurred losses for legal contingencies, including
the matters identified above. The amount of losses that may ultimately be incurred cannot be estimated with certainty. However, based
on such information as is available to us, we believe that the range of reasonably possible losses for the legal proceedings and contingencies
we face, including those described or identified above, as of June 30, 2025, does not exceed $ 3.2 million.
Accordingly,
we believe that the ultimate resolution of such legal proceedings and contingencies should not have a material adverse effect on our consolidated
financial condition. We note, however, that in light of the uncertainties inherent in contested proceedings there can be no assurance
that the ultimate resolution of these matters will not be material to our operating results for a particular period, depending on, among
other factors, the size of the loss or liability imposed and the level of our income for that period.
23
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(9) Fair Value Measurements
ASC 820,
“Fair Value Measurements” clarifies the principle that fair value should be based on the assumptions market participants would
use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those
assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy.
ASC 820
defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of
fair value measurement and enhances disclosure requirements for fair value measurements. The three levels are defined as follows: level
1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; level 2
– inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
and level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
Effective
January 2018 we have elected to use the fair value method to value our portfolio of finance receivables acquired in January 2018 and
thereafter.
Our valuation
policies and procedures have been developed by our Accounting department in conjunction with our Risk department and with consultation
with outside valuation experts. Our policies and procedures have been approved by our Chief Executive and our Board of Directors and
include methodologies for valuation, internal reporting, calibration and back testing. Our periodic review of valuations includes an
analysis of changes in fair value measurements and documentation of the reasons for such changes. There is little available third-party
information such as broker quotes or pricing services available to assist us in our valuation process.
Our level
3, unobservable inputs reflect our own assumptions about the factors that market participants use in pricing similar receivables and
are based on the best information available in the circumstances. They include such inputs as estimates for the magnitude and timing
of net charge-offs and the rate of amortization of the portfolio of finance receivable. Significant changes
in any of those inputs in isolation would have a significant effect on our fair value measurement.
For the
quarter ended June 30, 2025, the Company evaluated the appropriate fair value and future earnings rate of existing receivables compared
to recently acquired receivables and our assessment of potential additional future net losses on the portfolio of finance receivables
carried at fair value and did not record a mark down to that portfolio.
24
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The table
below presents a reconciliation of the finance receivables measured at fair value on a recurring basis using significant unobservable
inputs:
Schedule of reconciliation of the finance receivables measured at fair value on a recurring basis
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
(In thousands)
(In thousands)
Balance at beginning of period
$ 3,449,106
$ 2,791,373
$ 3,313,767
$ 2,722,662
Finance receivables at fair value acquired during period
433,277
424,867
882,879
753,760
Payments received on finance receivables at fair value
( 264,713 )
( 208,964 )
( 517,569 )
( 419,899 )
Net interest income accretion on fair value receivables
( 61,641 )
( 52,401 )
( 126,548 )
( 106,648 )
Mark to fair value
3,000
5,500
6,500
10,500
Balance at end of period
$ 3,559,029
$ 2,960,375
$ 3,559,029
$ 2,960,375
The table
below compares the fair values of these finance receivables to their contractual balances for the periods shown:
Schedule of finance receivables to their contractual balances
June 30, 2025
December 31, 2024
Contractual
Fair
Contractual
Fair
Balance
Value
Balance
Value
(In thousands)
Finance receivables measured at fair value
$ 3,706,565
$ 3,559,029
$ 3,485,540
$ 3,313,767
The following
table provides certain qualitative information about our level 3 fair value measurements:
Schedule of level 3 fair value measurements
Financial Instrument
Fair Values as of
Weight Avg. Inputs as of
June 30,
December 31,
June 30,
December 31,
2025
2024
Unobservable
2025
2024
(In thousands)
Assets:
Discount rate
11.33 %
11.37 %
Finance receivables measured at fair value
$ 3,559,029
$ 3,313,767
Cumulative net losses
15.84 %
15.47 %
25
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
The following
table summarizes the delinquency status of these finance receivables measured at fair value as of June 30, 2025, and December 31, 2024:
Schedule of delinquency status of finance receivables measured at fair value
June 30,
December 31,
2025
2024
(In thousands)
Delinquency Status
Current
$ 3,220,543
$ 2,969,864
31 - 60 days
228,139
241,883
61 - 90 days
103,588
113,662
91 + days
56,671
64,810
Repo
97,624
95,321
$ 3,706,565
$ 3,485,540
There were no transfers in
or out of level 1, level 2 or level 3 assets and liabilities for the three months ended June 30, 2025, and 2024.
The estimated
fair values of financial assets and liabilities at June 30, 2025, and December 31, 2024, were as follows:
Schedule of fair values of financial assets and liabilities
As of June 30, 2025
Financial Instrument
(In thousands)
Carrying
Fair Value Measurements Using:
Value
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$ 15,772
$ 15,772
$ –
$ –
$ 15,772
Restricted cash and equivalents
144,396
144,396
–
–
144,396
Finance receivables, net
1,671
–
–
1,425
1,425
Accrued interest receivable
24
–
–
24
24
Liabilities:
Warehouse lines of credit
$ 395,596
$ –
$ –
$ 395,596
$ 395,596
Residual interest financing
155,103
155,103
155,103
Accrued interest payable
11,491
–
–
11,491
11,491
Securitization trust debt
2,813,234
–
–
2,802,071
2,802,071
Subordinated renewable notes
28,828
–
–
28,828
28,828
26
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
As of December 31, 2024
Financial Instrument
(In thousands)
Carrying
Fair Value Measurements Using:
Value
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$ 11,713
$ 11,713
$ –
$ –
$ 11,713
Restricted cash and equivalents
125,684
125,684
–
–
125,684
Finance receivables, net
4,987
–
–
3,996
3,996
Accrued interest receivable
65
–
–
65
65
Liabilities:
Warehouse lines of credit
$ 410,898
$ –
$ –
$ 410,898
$ 410,898
Accrued interest payable
10,663
–
–
10,663
10,663
Securitization trust debt
2,594,384
–
–
2,614,352
2,614,352
Subordinated renewable notes
26,489
–
–
26,489
26,489
(10) Business Segment
Information
The company has one reportable
segment. This determination is made by our Chief Executive Officer, who acts as the chief operating decision-maker (“CODM”),
in assessing performance and making decisions regarding resource allocation. The CODM assesses performance by reviewing the consolidated
financial statements, which reflect the financial results of our one reportable operating segment.
Within the Company’s one
reportable segment, it provides indirect vehicle financing to motor vehicle dealer’s less credit- worthy borrowers. The Company’s
revenue primarily consists of interest income and is derived from the interest recorded on contracts the Company has purchased, The revenue
generated from any individual borrower is deemed to be immaterial.
(11) Subsequent Events
On July 28, 2025, we executed
our third securitization of 2025. In the transaction, qualified institutional buyers purchased $418.33 million of asset-backed notes secured
by $433.50 million in automobile receivables originated by CPS. The sold notes, issued by CPS Auto Receivables Trust 2025-C, consist of
five classes. Ratings of the notes were provided by Standard & Poor’s and DBRS Morningstar, and were based on the structure
of the transaction, the historical performance of similar receivables and CPS’s experience as a servicer. The weighted average yield
on the notes is approximately 5.43%.
27
Cautionary
Note Regarding 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. You
can generally identify forward-looking statements as statements containing the words “will,” “would,” “believe,”
“may,” “could,” “expect,” “anticipate,” “intend,” “estimate,”
“judgment,” “assume,” “plans,” “goals, “strategy,” “future,” “likely,”
“should” or other similar expressions.
Examples of forward-looking
statements include, among others, statements we make regarding:
•
charge-offs and recovery rates;
•
the willingness or ability of obligors to pay pursuant to contractual terms;
•
our ability to enforce rights under contracts;
•
our ability to and rates at which we plan to acquire automobile contracts;
•
the anticipated levels of recoveries upon sale of repossessed vehicles;
•
revenues or expenses;
•
provisions for credit losses;
•
expected industry and general economic trends;
•
accrued losses for legal contingencies;
•
anticipated deferred tax assets;
•
estimates of taxable income;
•
our ability to service and repay our debt;
•
the structuring of securitization transactions as secured financings and the effects of such structures on financial items and future
profitability; or
•
the effect of the change in structure on our profitability and the duration of the period in which our profitability would be affected
by the change in securitization structure.
Our actual results, performance
and achievements may differ materially from the results, performance and achievements expressed or implied in such forward-looking statements.
Some of the factors that might cause such a difference include, but are not limited to, the following:
•
unexpected exogenous events, such as a widespread public health emergency;
•
mandates imposed in reaction to such events, such as prohibitions of otherwise permissible activity;
•
changes in general economic conditions;
•
changes in performance of our automobile contracts;
•
increases in interest rates;
•
our ability to generate sufficient operating and financing cash flows;
•
competition;
•
the level of losses incurred on contracts in our managed portfolio;
28
•
adverse decisions by courts or regulators;
•
regulatory changes with respect to consumer finance;
•
changes in the market for used vehicles;
•
levels of cash releases from existing pools of contracts;
•
the terms on which we are able to finance contract purchases;
•
the willingness or ability of dealers to assign contracts to us on acceptable terms;
•
the terms on which we are able to complete term securitizations once contracts are acquired;
•
any breach in the security of our systems; and
•
such other factors as discussed through the “Risk Factors” section of this report.
Forward-looking statements
are neither historical facts nor guarantees of performance. Instead, they are based only on our current beliefs, expectations and assumptions
regarding the future of our business, plans and strategies, projections, anticipated events and trends, the economy and other uncertain
conditions. Because forward-looking statements relate to the future, 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 any
documents incorporated by reference in this report. Therefore, you should not rely on any of these forward-looking statements. For these
statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
We undertake no obligation
to publicly update any forward-looking information. You are advised to consult any additional disclosure we make in our periodic reports
filed with the SEC.
30
Item 2 . Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Overview
We are a specialty finance
company. Our business is to purchase and service retail automobile contracts originated primarily by franchised automobile dealers and,
to a lesser extent, by select independent dealers in the United States in the sale of new and used automobiles, light trucks and passenger
vans. Through our automobile contract purchases, we provide indirect financing to the customers of dealers who have limited credit histories
or past credit problems, who we refer to as sub-prime customers. We serve as an alternative source of financing for dealers, facilitating
sales to customers who otherwise might not be able to obtain financing from traditional sources, such as commercial banks, credit unions
and the captive finance companies affiliated with major automobile manufacturers. In addition to purchasing installment purchase contracts
directly from dealers, we have also (i) originated vehicle purchase money loans by lending directly to consumers, (ii) acquired installment
purchase contracts in four merger and acquisition transactions, and (iii) purchased immaterial amounts of vehicle purchase money loans
from non-affiliated lenders. In this report, we refer to all of such contracts and loans as "automobile contracts."
We were incorporated and
began our operations in March 1991. From inception through June 30, 2025, we have originated a total of approximately $23.9 billion of
automobile contracts, primarily by purchasing retail installment sales contracts from dealers, and to a lesser degree, by originating
loans secured by automobiles directly with consumers. In addition, we acquired a total of approximately $822.3 million of automobile
contracts in mergers and acquisitions in 2002, 2003, 2004 and 2011. Recent contract purchase volumes and managed portfolio levels are
shown in the table below:
Contract Purchases and Outstanding Managed Portfolio
$ in thousands
Period
Contracts Purchased in Period
Managed Portfolio at Period End
2019
1,002,782
2,416,042
2020
742,584
2,174,972
2021
1,146,321
2,249,069
2022
1,854,385
3,001,308
2023
1,357,752
3,194,623
2024
1,681,941
3,665,725
Six months ended June 30, 2025
884,236
3,854,825
In May 2021 we began purchasing
some contracts for immediate sale to a third-party to whom we refer applications that don’t meet our lending criteria. We service
all such contracts on behalf of the third-party. We earn fees for originating the receivable and also servicing fees on active accounts
in the third-party portfolio. For the six months ended June 30, 2025, we originated $8.3 million under this third-party program. As of
June 30, 2025, our managed portfolio includes $146.4 million of such third-party receivables.
Our principal executive offices
are in Las Vegas, Nevada. Most of our operational and administrative functions take place in Irvine, California. Credit and underwriting
functions are performed primarily in that California branch with certain of these functions also performed in our Florida, Nevada, and
Virginia branches. We service our automobile contracts from our California, Nevada, Virginia, Florida and Illinois branches.
The programs we offer to dealers
and consumers are intended to serve a wide range of sub-prime customers, primarily through franchised new car dealers. We originate automobile
contracts with the intention of financing them on a long-term basis through securitizations. Securitizations are transactions in which
we sell a specified pool of contracts to a special purpose subsidiary of ours, which in turn issues asset-backed securities to fund the
purchase of the pool of contracts from us.
31
Securitization and Warehouse Credit Facilities
Throughout the period for
which information is presented in this report, we have purchased automobile contracts with the intention of financing them on a long-term
basis through securitizations, and on an interim basis through warehouse credit facilities. All such financings have involved identification
of specific automobile contracts, sale of those automobile contracts (and associated rights) to one of our special-purpose subsidiaries,
and issuance of asset-backed securities to be purchased by institutional investors. Depending on the structure, these transactions may
be accounted for under generally accepted accounting principles as sales of the automobile contracts or as secured financings. All of
our active securitizations are structured as secured financings.
When structured to be treated as a secured financing for accounting purposes,
the subsidiary is consolidated with us. Accordingly, the sold automobile contracts and the related debt appear as assets and liabilities,
respectively, on our consolidated balance sheet. We then periodically (i) recognize interest and fee income on the contracts, and (ii)
recognize interest expense on the securities issued in the transaction. For automobile contracts acquired after 2017 we take account
of estimated credit losses in our computation of a level yield used to determine recognition of interest on the contracts. For contracts
acquired before 2018, we adopted CECL on January 1, 2020, and we may, as circumstances warrant, record or reverse expense provisions
for credit losses.
Since 1994 we have conducted
105 term securitizations of automobile contracts that we originated. As of June 30, 2025, 17 of those securitizations are active and all
are structured as secured financings. We generally conduct our securitizations on a quarterly basis, near the beginning of each calendar
quarter, resulting in four securitizations per calendar year.
Our recent history of term securitizations
is summarized in the table below:
Recent Asset-Backed Term Securitizations
$ in thousands
Period
Number of Term Securitizations
Receivables Pledged in Term Securitizations
2019
4
1,014,124
2020
3
741,867
2021
4
1,145,002
2022
4
1,537,383
2023
4
1,352,114
2024
4
1,533,854
Six months ended June 30, 2025
2
901,826
Generally, prior to a securitization
transaction we fund our automobile contract purchases primarily with proceeds from warehouse credit facilities. We currently have short-term
funding capacity of $535 million over two credit facilities. The first credit facility was established in May 2012 with Citibank, N.A.
This facility was most recently renewed in July 2024, extending the revolving period to July 2026, with an optional amortization period
through July 2027. In addition, a subordinated lender was added to the credit facility in November 2024, effectively increasing our advance
rate to a maximum of 95% for eligible receivables across the facility. The capacity was then increased from $200 million at the most recent
renewal date to $335 million in December 2024.
In November 2015, we entered
into another $100 million facility with Ares Agent Services, L.P.. In June 2022, we increased the capacity of that credit agreement from
$100 million to $200 million. This facility was most recently renewed in March 2024, extending the revolving period to March 2026, followed
by an amortization period to March 2028.
32
In a securitization and in
our warehouse credit facilities, we are required to make certain representations and warranties, which are generally similar to the representations
and warranties made by dealers in connection with our purchase of the automobile contracts. If we breach any of our representations or
warranties, we may be required to repurchase the automobile contract at a price equal to the principal balance plus accrued and unpaid
interest. We may then be entitled under the terms of our dealer agreement to require the selling dealer to repurchase the contract at
a price equal to our purchase price, less any principal payments made by the customer. Subject to any recourse against dealers, we will
bear the risk of loss on repossession and resale of vehicles under automobile contracts that we repurchase.
In a securitization, the related
special purpose subsidiary may be unable to release excess cash to us if the credit performance of the securitized automobile contracts
falls short of pre-determined standards. Such releases represent a material portion of the cash that we use to fund our operations. An
unexpected deterioration in the performance of securitized automobile contracts could therefore have a material adverse effect on both
our liquidity and results of operations.
In addition, from time to
time, we have also completed financings of our residual interests in other securitizations that we and our affiliates previously sponsored.
On March 20, 2025, we completed a $65 million securitization of residual interests from previously issued securitizations. In the transaction,
a qualified institutional buyer purchased $65.0 million of asset-backed notes secured by an 80% interest in a CPS affiliate that owns
the residual interests in five CPS securitizations issued from October 2023 through September 2024. The sold notes (“2025-1 Notes”),
issued by CPS Auto Securitization Trust 2025-1, consist of a single class with a coupon of 11.00%.
Receivables we originate and
service for third parties are not pledged to our warehouse facilities or included in our securitizations.
Financial Covenants
Certain of our securitization
transactions and our warehouse credit facilities contain various financial covenants requiring certain minimum financial ratios and results.
Such covenants include maintaining minimum levels of liquidity and net worth and not exceeding maximum leverage levels. In addition, certain
of our debt agreements other than our term securitizations contain cross-default provisions. Such cross-default provisions would allow
the respective creditors to declare a default if an event of default occurred with respect to other indebtedness of ours, but only if
such other event of default were to be accompanied by acceleration of such other indebtedness. As of June 30, 2025, we were in compliance
with all such covenants.
Results
of Operations
Comparison of Operating Results
for the three months ended June 30, 2025, with the three months ended June30, 2024
Revenues . During
the three months ended June 30, 2025, our revenues were $109.8 million, an increase of $13.9 million, or 14.5% from the prior year revenue
of $95.9 million. The primary reason for the increase in revenues is the increase in interest income resulting from the increase in the
average outstanding balance of finance receivables measured at fair value. Revenues for the three months ended June 30, 2025, include
a $3.0 million mark up to the recorded value of the finance receivables measured at fair value. The marks are estimates based on our evaluation
of the appropriate fair value and future earnings rate of existing receivables compared to recently acquired receivables and increases
or decreases in our estimates of future net losses. In the current period, our re-evaluation of the fair values of these receivables resulted
in a mark up for certain receivables and a mark down to the fair values of selected receivables. The net effect of the marks to the fair
value resulted in a net mark up of $3.0 million. There was a $5.5 million mark up to the fair value portfolio in the prior year period.
33
Interest income for the three
months ended June 30, 2025, increased $17.0 million, or 19.2%, to $105.4 million from $88.4 million in the prior year. The primary reason
for the increase in interest income is the 18.0% increase in the average balance of our loan portfolio over the prior year period. The
interest yield on our total loan portfolio increased from 11.3% in the prior year period to 11.4% in the current year period. The interest
yield on receivables measured at fair value is reduced to take account of expected losses and is therefore less than the yield on other
finance receivables. The table below shows the average balance and interest yield of our loan portfolio for the three months ended June
30, 2025 and 2024:
Three Months Ended June 30,
2025
2024
(Dollars in thousands)
Average
Interest
Average
Interest
Balance
Interest
Yield
Balance
Interest
Yield
Interest Earning Assets
Loan Portfolio
$ 3,682,959
$ 105,362
11.4%
$ 3,122,278
$ 88,367
11.3%
Other income was $1.4 million for the three months ended June
30, 2025, compared to $2.0 million for the comparable period in 2024. This 30.4% decrease was primarily driven by the decrease in origination
and servicing fees we earned from third party receivables. These fees were $1.4 million for the quarter ended June 30, 2025, compared
to $1.7 million in the prior year period.
Expenses . Our operating expenses
consist largely of interest expense, employee costs, sales and general and administrative expenses. Interest expense is significantly
affected by the volume of automobile contracts we purchased during the trailing 12-month period and the use of our warehouse facilities
and asset-backed securitizations to finance those contracts. Employee costs and general and administrative expenses are incurred
as applications and automobile contracts are received, processed and serviced. Factors that affect profit margins and net income include
changes in the automobile and automobile finance market environments, and macroeconomic factors such as interest rates and changes in
the unemployment level.
Employee costs include base
salaries, commissions and bonuses paid to employees, and certain expenses related to the accounting treatment of outstanding stock options
and are one of our most significant operating expenses. These costs (other than those relating to stock options) generally fluctuate with
the level of applications and automobile contracts purchased and serviced.
Other operating expenses consist
largely of facilities expenses, telephone and other communication services, credit services, computer services, sales and advertising
expenses, and depreciation and amortization.
Total operating expenses were
$102.8 million for the three months ended June 30, 2025, compared to $89.2 million for the prior period, an increase of $13.6 million,
or 15.3%. The increase is primarily due to increases in interest expense.
34
Employee costs were $24.4 million
during the three months ended June 30, 2025, compared to $23.7 million for the same quarter in the prior year, an increase of $637,000,
or 2.7%. The table below summarizes our employees by category as well as contract purchases and units in our managed portfolio as of,
and for the three-month periods ended, June 30, 2025, and 2024:
Three Months Ended June 30,
2025
2024
(Dollars in millions)
Contracts purchased (dollars)
$ 433.0
$ 431.9
Contracts purchased (units)
19,322
19,710
Managed portfolio outstanding (dollars)
$ 3,708.4
$ 3,173.3
Managed portfolio outstanding (units)
211,246
187,968
Number of Originations staff
195
198
Number of Sales staff
118
106
Number of Servicing staff
552
532
Number of other staff
67
89
Total number of employees
932
925
General and administrative expenses
include costs associated with purchasing and servicing our portfolio of finance receivables, including expenses for facilities, credit
services, and telecommunications. General and administrative expenses was $13.2 million, a decrease of $77,000 from $13.3 million in the
prior year period.
Interest expense for the three
months ended June 30, 2025, was $58.7 million and represented 57.1% of total operating expenses, compared to $46.7 million in the previous
year, when it was 52.4% of total operating expenses. The $12.0 million increase in interest expense compared to the prior year period
was largely due to increases in the average balance of our securitization trust debt, warehouse credit line debt and residual interest
financing debt. To a lesser extent, the increase is also due to the increase in the interest rate on our securitization trust debt.
Interest on securitization
trust debt increased by $7.6 million for the three months ended June 30, 2025, compared to the prior period. The average balance of securitization
trust debt increased to $2,811.9 million for the three months ended June 30, 2025, compared to $2,555.2 million for the three months
ended June 30, 2024. The annualized average rate on our securitization trust debt was 6.5% for the three months ended June 30, 2025,
compared to 5.9% in the prior year period. For each quarterly securitization transaction, the blended cost of funds is ultimately the
result of many factors including the market interest rates for benchmark swaps of various maturities against which our bonds are priced
and the margin over those benchmarks that investors are willing to accept, which in turn, is influenced by investor demand for our bonds
at the time of the securitization. These and other factors have resulted in fluctuations in our securitization trust debt interest costs.
The blended interest rates of our recent securitizations are summarized in the table below:
35
Blended Cost of Funds on Recent Asset-Backed Term Securitizations
Period
Blended Cost of Funds
January 2022
2.54%
April 2022
4.83%
July 2022
6.02%
October 2022
8.48%
January 2023
6.48%
April 2023
7.17%
July 2023
7.13%
October 2023
7.89%
January 2024
6.51%
April 2024
6.69%
June 2024
6.56%
September 2024
5.52%
January 2025
5.88%
May 2025
5.96%
Interest expense on warehouse
credit line debt increased by $2.5 million to $8.2 million for the three months ended June 30, 2025, compared to $5.7 million in the prior
year period. The increase was primarily due to the higher utilization of our credit lines during the quarter compared to last year. The
average balance of our warehouse debt was $353.2 million during the three months ended June 30, 2025, compared to $215.4 million for the
same period in 2024. The annualized average rate on our credit line debt was 9.3% for the three months ended June 30, 2025, compared to
10.6% in the prior year period.
Interest expense on subordinated
renewable notes was $684,000 for the three months ended June 30, 2025. The average balance of the outstanding subordinated debt was $28.0
million for the three months June 30, 2025, compared to $22.3 million for the prior year period. The average yield of subordinated notes
is 9.7% for both current and in the prior period.
In June 2021, March 2024, and
again on June 30, 2025, we completed a securitization of residual interests from other previously issued securitizations in the amount
of $50 million, $50 million, and $65 million, respectively. Interest expense for these residual interest financings was $4.2 million for
the three months ended June 30, 2025, compared to 2.5 million for the same period in 2024.
36
The following table presents
the components of interest income and interest expense and a net interest yield analysis for the three-month periods ended June 30, 2025,
and 2024:
Three Months Ended June 30,
2025
2024
(Dollars in thousands)
Average
Annualized Average
Average
Annualized Average
Balance (1)
Interest
Yield/Rate
Balance (1)
Interest
Yield/Rate
Interest Earning Assets
Loan Portfolio
$ 3,682,959
$ 105,362
11.4%
$ 3,122,278
$ 88,367
11.3%
Interest Bearing Liabilities
Warehouse lines of credit
353,153
$ 8,216
9.3%
$ 215,403
5,702
10.6%
Residual interest financing
165,000
4,247
10.3%
100,000
2,538
10.2%
Securitization trust debt
2,811,906
45,557
6.5%
2,555,220
37,928
5.9%
Subordinated renewable notes
28,035
684
9.8%
22,259
542
9.7%
$ 3,358,094
58,704
7.0%
$ 2,892,882
46,710
6.5%
Net interest income/spread
$ 46,658
$ 41,657
Net interest yield (2)
5.1%
5.3%
Ratio of average interest earning assets to average interest bearing liabilities
110%
108%
(1) Average balances are based on month end balances except for warehouse lines of credit, which are based on daily balances.
(2) Annualized net interest income
divided by average interest earning assets.
Three Months Ended June 30, 2025
Compared to June 30, 2024
Total
Change Due
Change Due
Change
to Volume
to Rate
(In thousands)
Interest Earning Assets
Loan Portfolio
$ 16,995
$ 16,074
$ 921
Interest Bearing Liabilities
Warehouse lines of credit
2,514
3,662
(1,148 )
Residual interest financing
1,709
1,668
41
Securitization trust debt
7,629
3,411
4,218
Subordinated renewable notes
142
149
(7 )
11,994
8,890
3,104
Net interest income/spread
$ 5,001
$ 7,184
$ (2,183 )
37
Our evaluation of the allowance
for credit losses indicated that the reserves against future losses are adequate as of June 30, 2025. The allowance applies only to our
finance receivables originated through December 2017, which we refer to as our legacy portfolio. Finance
receivables that we have originated since January 2018 are accounted for at fair value. Under the fair value method of accounting, we
recognize interest income net of expected credit losses. Thus, no provision for credit loss expense is recorded for finance receivables
measured at fair value.
For the three months ended
June 30, 2025, we recorded a reduction to provision for credit losses on finance receivables in the amount of $781,000. The reserve decrease
was primarily due to better than expected recovery rates and a decrease in lifetime expected credit losses resulting from improved credit
performance as our previous estimates for future losses exceeded actual incurred losses. This compares to $2.0 million in reductions
to provision for credit losses for the three months ended June 30, 2024.
Sales expenses consist primarily
of commission-based compensation paid to our employee sales representatives. Our sales representatives earn a salary plus commissions
based on volume of contract purchases. Sales expense decreased to $5.7 million during the three months ended June 30, 2025 from $5.9 million
for the same quarter in 2024. We purchased $433.0 million of new contracts during the three months ended June 30, 2025 compared to $431.9
million in the prior year period.
Occupancy expenses was $1.4
million for the three months ending June 30, 2025, which is up from $1.3 million in the second quarter of 2024.
Depreciation and amortization
expenses increased to $249,000 compared to $221,000 in the previous year.
For the three months ended June 30, 2025, we recorded
income tax expense of $2.2 million, representing a 31% effective tax rate. In the prior period, our income tax expense was $2.0 million,
representing a 30% effective tax rate.
Comparison of Operating Results for the
six months ended June 30, 2025 with the six months ended June 30, 2024
Revenues . During
the six months ended June 30, 2025, our revenues were $216.6 million, an increase of $29.0 million, or 15.5%, from the prior year revenue
of $187.6 million. The primary reason for the increase in revenues is the increase in interest income resulting from the increase in the
average outstanding balance of finance receivables measured at fair value. Revenues for the six months ended June 30, 2025 include a $6.5
million mark up to the recorded value of the finance receivables measured at fair value. The marks are estimates based on our evaluation
of the appropriate fair value and future earnings rate of existing receivables compared to recently acquired receivables and increases
or decreases in our estimates of future net losses. In the current period, our re-evaluation of the fair values of these receivables resulted
in a mark up for certain receivables and a mark down to the fair values of selected receivables. The net effect of the marks to the fair
value resulted in a net mark up of $6.5 million.. There was a $10.5 million mark up to the fair value portfolio in the prior year period.
Interest income for the six
months ended June 30, 2025 increased $34.6 million, or 20.1%, to $207.3 million from $172.7 million in the prior year. The primary reason
for the increase in interest income is the 18.6% increase in the average balance of our loan portfolio over the prior year period. The
interest yield on our total loan portfolio increased from 11.3% in the prior year period to 11.4% in the current year period. The interest
yield on receivables measured at fair value is reduced to take account of expected losses and is therefore less than the yield on other
finance receivables. The table below shows the average balance and interest yield of our loan portfolio for the six months ended June
30, 2025 and 2024:
Six Months Ended June 30,
2025
2024
(Dollars in thousands)
Average
Interest
Average
Interest
Balance
Interest
Yield
Balance
Interest
Yield
Interest Earning Assets
Loan Portfolio
$ 3,627,800
$ 207,295
11.4%
$ 3,058,047
$ 172,655
11.3%
38
Other income was $2.8 million
for the six months ended June 30, 2025 compared to $4.5 million for the comparable period in 2024. This
36.4% decrease was primarily driven by the decrease in origination and servicing fees we earned from third party receivables. These fees
were $2.8 million for the six months ended June 30, 2025 compared to $3.8 million in the prior year period.
Expenses . Our operating expenses
consist largely of interest expense, provision for credit losses, employee costs, sales and general and administrative expenses. Provision
for credit losses is affected by the balance and credit performance of our portfolio of finance receivables (other than our portfolio
of finance receivables measured at fair value, as to which expected credit losses have the effect of reducing the internal rate of return
or the recorded value applicable to such receivables). Interest expense is significantly affected by the volume of automobile contracts
we purchased during the trailing 12-month period and the use of our warehouse facilities and asset-backed securitizations to finance those
contracts. Employee costs and general and administrative expenses are incurred as applications and automobile contracts are received,
processed and serviced. Factors that affect profit margins and net income include changes in the automobile and automobile finance market
environments, and macroeconomic factors such as interest rates and changes in the unemployment level.
Employee costs include base
salaries, commissions and bonuses paid to employees, and certain expenses related to the accounting treatment of outstanding stock options
and are one of our most significant operating expenses. These costs (other than those relating to stock options) generally fluctuate with
the level of applications and automobile contracts purchased and serviced.
Other operating expenses consist
largely of facilities expenses, telephone and other communication services, credit services, computer services, sales and advertising
expenses, and depreciation and amortization.
Total operating expenses were
$202.9 million for the six months ended June 30, 2025, compared to $174.4 million for the prior period, an increase of $28.5 million,
or 16.3%. The increase is primarily due to increases in interest expense and a decrease in the reduction to provision for credit losses.
To a lesser extent, increases to employee costs and sales expenses also contributed to the increase in operating expenses during the period.
Employee costs were $49.4 million
during the six months ended June 30, 2025 compared to $48.1 million for the same period in the prior year. The table below summarizes
our employees by category as well as contract purchases and units in our managed portfolio as of, and for the six-month periods ended,
June 30, 2025 and 2024:
Six Months Ended June 30,
2025
2024
(Dollars in millions)
Contracts purchased (dollars)
$ 884.2
$ 778.2
Contracts purchased (units)
40,029
36,124
Managed portfolio outstanding (dollars)
$ 3,708.4
$ 3,173.3
Managed portfolio outstanding (units)
211,246
187,968
Number of Originations staff
195
198
Number of Sales staff
118
106
Number of Servicing staff
552
532
Number of other staff
67
89
Total number of employees
932
925
39
General and administrative expenses
include costs associated with purchasing and servicing our portfolio of finance receivables, including expenses for facilities, credit
services, and telecommunications. General and administrative expenses were $26.7 million for the six months ended June 30, 2025, an increase
of $287,000 from $27.0 million in the prior year period.
Interest expense for the six
months ended June 30, 2025 was $113.6 million, compared to $88.7 million in the previous year, an increase of $24.9 million.
Interest on securitization trust
debt increased by $16.7 million for the six months ended June 30, 2025 compared to the prior period. The average balance of securitization
trust debt increased to $2,836.9 million for the six months ended June 30, 2025 compared to $2,471.7 million for the six months ended
June 30, 2024. The annualized average rate on our securitization trust debt was 6.4% for the six months ended June 30, 2025 compared to
6.0% in the prior year period. The blended interest rates on new term securitizations have been increasing since 2022. For each quarterly
securitization transaction, the blended cost of funds is ultimately the result of many factors including the market interest rates for
benchmark swaps of various maturities against which our bonds are priced and the margin over those benchmarks that investors are willing
to accept, which in turn, is influenced by investor demand for our bonds at the time of the securitization. These and other factors have
resulted in fluctuations in our securitization trust debt interest costs. The blended interest rates of our recent securitizations are
summarized in the table below:
Blended Cost of Funds on Recent Asset-Backed Term Securitizations
Period
Blended Cost of Funds
January 2022
2.54%
April 2022
4.83%
July 2022
6.02%
October 2022
8.48%
January 2023
6.48%
April 2023
7.17%
July 2023
7.13%
October 2023
7.89%
January 2024
6.51%
April 2024
6.69%
June 2024
6.56%
September 2024
5.52%
January 2025
5.88%
May 2025
5.96%
Interest expense on warehouse
credit line debt increased by $4.7 million to $14.7 million for the six months ended June 30, 2025 compared to $10.0 million in the prior
year period. The increase was due to higher rates on the debt during the six month period compared to last year. The average balance of
our warehouse debt was $314.7 million during the six months ended June 30, 2025 compared to $190.1 million for the same period in 2024.
The annualized average rate on our credit line debt was 9.4% for the six months ended June 30, 2025 compared to 10.5% in the prior year
period.
Interest expense on subordinated
renewable notes was $1.3 million for the six months ended June 30, 2025. The average balance of the outstanding subordinated debt increased
by $5.9 million to $27.5 million for the six months ended June 30, 2025 compared to $21.6 million for the prior year. The average yield
of subordinated notes was 9.7% in the current and prior period.
In June 2021, we completed a
residual interest financing of our residual interests from previously issued securitizations in the amount of $50.0 million. In March
2024, we completed a new residual interest financing of our residual interests from previously issued securitizations in the amount of
$50.0 million. Interest expense on the residual interest financing was $7.0 million for the six months ended June 30, 2025 compared to
$3.7 million for the same period in 2024.
40
The following table presents
the components of interest income and interest expense and a net interest yield analysis for the six-month periods ended June 30, 2025
and 2024:
Six Months Ended June 30,
2025
2024
(Dollars in thousands)
Annualized
Annualized
Average
Average
Average
Average
Balance (1)
Interest
Yield/Rate
Balance (1)
Interest
Yield/Rate
Interest Earning Assets
Loan portfolio
$ 3,627,800
$ 207,295
11.4%
$ 3,058,047
$ 172,655
11.3%
$
Interest Bearing Liabilities
Warehouse lines of credit
$ 314,698
14,729
9.4%
$ 190,143
10,022
10.5%
Residual interest financing
136,989
6,962
10.2%
83,516
3,748
9.0%
Securitization trust debt
2,836,888
90,602
6.4%
2,471,683
73,860
6.0%
Subordinated renewable notes
27,493
1,329
9.7%
21,551
1,048
9.7%
$ 3,316,068
113,622
6.9%
$ 2,766,893
88,678
6.4%
Net interest income/spread
$
$ 93,673
$ 83,977
Net interest yield (2)
5.2%
5.5%
Ratio of average interest earning assets to average interest bearing liabilities
$
109%
111%
(1) Average balances are based on month end balances except for warehouse lines of credit, which are based on daily balances.
(2) Annualized net interest income divided by average interest earning assets.
Six Months Ended June 30, 2025
Compared to June 30, 2024
Total
Change Due
Change Due
Change
to Volume
to Rate
(In thousands)
Interest Earning Assets
$
Loan portfolio
$ 34,640
$ 29,696
$ 4,944
Interest Bearing Liabilities
Warehouse lines of credit
4,707
8,423
(3,716 )
Residual interest financing
3,214
1,585
1,629
Securitization trust debt
16,742
5,084
11,658
Subordinated renewable notes
281
297
(16 )
24,944
15,390
9,554
Net interest income/spread
$ 9,696
$ 14,306
$ (4,610 )
41
Our evaluation of the allowance for credit losses indicated that the reserves against future losses are adequate
as of June 30, 2025. The allowance applies only to our finance receivables originated through December 2017, which we refer to as our
legacy portfolio. Finance receivables that we have originated since January 2018 are accounted for
at fair value. Under the fair value method of accounting, we recognize interest income net of expected credit losses. Thus, no provision
for credit loss expense is recorded for finance receivables measured at fair value.
For the six months ended June
30, 2025, we recorded a reduction to provision for credit losses on finance receivables in the amount of $1.8 million. The reserve decrease
was primarily due to better than expected recovery rates and a decrease in lifetime expected credit losses resulting from improved credit
performance as our previous estimates for future losses exceeded actual incurred losses. This compares to $3.6 million in reductions to
provision for credit losses for the six months ended June 30, 2024.
Sales expenses consist primarily
of commission-based compensation paid to our employee sales representatives. Our sales representatives earn a salary plus commissions
based on volume of contract purchases and sales of ancillary products and services that we offer our dealers. Sales expense increased
to $11.6 million during the six months ended June 30, 2025 from $10.8 million in the same period in 2024. We purchased $884.2 million
of new contracts during the six months ended June 30, 2025 compared to $778.2 million in the prior year period.
Occupancy expenses was $2.8
million for the six months ending June 30, 2025, which is down from $3.0 million for the same period in 2024.
Depreciation and amortization
expenses increased to $498,000 compared to $436,000 in the previous year.
For the
six months ended June 30, 2025, we recorded income tax expense of $4.3 million, representing a 31% effective tax rate. In the prior period,
our income tax expense was $4.0 million, representing a 30% effective tax rate.
Credit Experience
Our financial results are dependent
on the performance of the automobile contracts in which we retain an ownership interest. Broad economic factors such as recession and
significant changes in unemployment levels influence the credit performance of our portfolio, as does the weighted average age of the
receivables at any given time. The tables below document the delinquency, repossession and net credit loss experience of all such automobile
contracts that we originated or own an interest in as of the respective dates shown.
42
Delinquency, Repossession and Extension Experience
(1)
Total Managed Portfolio (Excludes Third Party
Portfolio)
June 30, 2025
June 30, 2024
December 31, 2024
Number of
Number of
Number of
Contracts
Amount
Contracts
Amount
Contracts
Amount
(Dollars in thousands)
Delinquency Experience
Gross servicing portfolio (1)
211,246
$ 3,708,381
187,968
$ 3,173,282
201,441
$ 3,490,960
Period of delinquency (2)
.
31-60 days
13,594
$ 228,495
12,745
$ 204,373
14,643
$ 243,068
61-90 days
6,504
103,947
5,961
92,970
7,244
114,633
91+ days
3,885
56,775
3,019
47,565
4,477
65,081
Total delinquencies (2)
23,983
389,217
21,725
344,908
26,364
422,782
Amount in repossession (3)
6,628
97,733
5,251
76,767
6,227
95,620
Total delinquencies and amount in repossession (2)
30,611
$ 486,950
26,976
$ 421,675
32,591
$ 518,402
Delinquencies as a percentage of gross servicing portfolio
11.35%
10.50%
11.56%
10.87%
13.09%
12.11%
.
Total delinquencies and amount in repossession as a percentage of gross servicing portfolio
14.49%
13.13%
14.35%
13.29%
16.18%
14.85%
Extension Experience
Contracts with one extension, accruing
35,067
$ 638,069
32,504
$ 572,142
33,623
$ 601,049
Contracts with two or more extensions, accruing
49,373
760,265
45,600
649,610
47,227
701,158
84,440
1,398,334
78,104
1,221,752
80,850
1,302,207
Contracts with one extension, non-accrual (4)
3,037
45,330
2,956
46,720
3,483
53,018
Contracts with two or more extensions, non-accrual (4)
4,579
67,243
2,516
36,412
4,052
60,660
7,616
112,573
5,472
83,132
7,535
113,678
Total contracts with extensions
92,056
$ 1,510,907
83,576
$ 1,304,885
88,385
$ 1,415,885
____________________________________
(1) All amounts and percentages are based on
the amount remaining to be repaid on each automobile contract. The information in the table represents the gross principal amount of all
automobile contracts we have purchased, including automobile contracts subsequently sold in securitization transactions that we continue
to service. The table does not include certain contracts we have serviced for third parties on which we earn servicing fees only and have
no credit risk.
(2) We consider an automobile contract delinquent
when an obligor fails to make at least 90% of a contractually due payment by the following due date, which date may have been extended
within limits specified in the Servicing Agreements. The period of delinquency is based on the number of days payments are contractually
past due. Automobile contracts less than 31 days delinquent are not included. The delinquency aging categories shown in the tables reflect
the effect of extensions.
(3) Amount in repossession represents financed
vehicles that have been repossessed but not yet liquidated.
(4) Amount in repossession and accounts past
due more than 90 days are on non-accrual.
43
Net Charge-Off Experience
(1)
Total Managed Portfolio
(Excludes Third Party Portfolio)
Finance Receivables Portfolio
June 30,
June 30,
December 31,
2025
2024
2024
(Dollars in thousands)
Average servicing portfolio outstanding
$ 3,682,959
$ 3,122,278
$ 3,209,988
Annualized net charge-offs as a percentage of average servicing portfolio (2)
$ 7.45%
$ 7.26%
$ 7.62%
_________________________
(1) All amounts and percentages are based on
the principal amount scheduled to be paid on each automobile contract.
(2) Net charge-offs include the remaining principal
balance, after the application of the net proceeds from the liquidation of the vehicle (excluding accrued and unpaid interest) and amounts
collected subsequent to the date of charge-off, including some recoveries which have been classified as other income in the accompanying
interim consolidated financial statements. June 30, 2025, and June 30, 2024, percentages represent three months ended June 30, 2025, and
June 30, 2024, annualized. December 31, 2024, represents 12 months ended December 31, 2024.
Extensions
In
certain circumstances we will grant obligors one-month payment extensions to assist them with temporary cash flow problems. In general,
we are bound by our securitization agreements to refrain from agreeing to more than two such extensions in any 12-month period and to
more than eight over the life of the contract. The only modification of terms is to advance the obligor’s next due date by one month
and extend the maturity date of the receivable by one month. In some cases, a two-month extension may be granted. There are no other concessions
such as a reduction in interest rate, forgiveness of principal or of accrued interest.
The
basic question in deciding to grant an extension is whether or not we will (a) be delaying the inevitable repossession and liquidation
or (b) risk losing the vehicle as a result of not being able to locate the obligor and vehicle. In both of those situations, the loss
would likely be higher than if the vehicle had been repossessed without the extension. The benefits of granting an extension include minimizing
current losses and delinquencies, minimizing lifetime losses, getting the obligor’s account current (or close to it) and building
goodwill so that the obligor might prioritize us over other creditors on future payments. Our servicing staff are trained to identify
when a past due obligor is facing a temporary problem that may be resolved with an extension. In some cases, the extension will be granted
in conjunction with our receiving all or a portion of a past due payment from the obligor, thereby indicating an additional monetary and
psychological commitment to the contract on the obligor’s part.
The
credit assessment for granting an extension is initially made by our collector, who bases the recommendation on the collector’s
discussions with the obligor. In such assessments the collector will consider, among other things, the following factors: (1) the reason
the obligor has fallen behind in payment; (2) whether or not the reason for the delinquency is temporary, and if it is, have conditions
changed such that the obligor can begin making regular monthly payments again after the extension; (3) the obligor's past payment history,
including past extensions if applicable; (4) the obligor’s willingness to communicate and cooperate on resolving the delinquency;
and (5) a numeric score from our internal risk assessment system that indicating the likelihood that the extension will prove beneficial.
If the collector believes the obligor is a good candidate for an extension, an approval is obtained from a supervisor, who will review
the same factors stated above prior to offering the extension to the obligor. After receiving an extension, an account remains subject
to our normal policies and procedures for interest accrual, reporting delinquency and recognizing charge-offs.
44
We
believe that a prudent extension program is an integral component to mitigating losses in our portfolio of sub-prime automobile receivables.
The table below summarizes the status, as of June 30, 2025, for accounts that received extensions from 2011 through 2024:
Period of Extension
# Extensions Granted
Active or Paid Off at June 30, 2025
% Active or Paid Off at June 30, 2025
Charged Off > 6 Months After Extension
% Charged Off > 6 Months After Extension
Charged Off <= 6 Months After Extension
% Charged Off <= 6 Months After Extension
Avg Months to Charge Off Post Extension
2011
18,786
10,962
58.4%
6,883
36.6%
941
5.0%
19
2012
18,783
11,315
60.2%
6,667
35.5%
801
4.3%
18
2013
23,398
11,130
47.6%
11,282
48.2%
986
4.2%
23
2014
25,773
10,418
40.4%
14,486
56.2%
869
3.4%
25
2015
53,319
21,934
41.1%
30,056
56.4%
1,329
2.5%
26
2016
80,897
34,963
43.2%
42,980
53.1%
2,954
3.7%
26
2017
133,847
54,877
41.0%
68,256
51.0%
10,714
8.0%
23
2018
121,531
56,141
46.2%
53,509
44.0%
11,881
9.8%
20
2019
71,548
41,364
57.8%
22,772
31.8%
7,412
10.4%
19
2020
83,170
54,959
66.1%
24,176
29.1%
4,035
4.9%
22
2021
47,010
32,458
69.0%
13,316
28.3%
1,236
2.6%
21
2022
56,142
37,159
66.2%
17,029
30.3%
1,954
3.5%
17
2023
83,113
58,769
70.7%
21,085
25.4%
3,259
3.9%
13
2024
90,484
79,927
88.3%
7,915
8.7%
2,642
2.9%
8
______________________
Note: Table excludes extensions on portfolios
serviced for third parties
We
view these results as a confirmation of the effectiveness of our extension program. For example, of the accounts granted extensions in
2019, 57.8% were either paid in full or active and performing as of June 30, 2025. Each of these successful accounts represent continued
payments of interest and principal (including payment in full in many cases), where without the extension we likely would have incurred
a substantial loss and no interest revenue after the extension.
45
For the extension accounts that
ultimately charge off, we consider any that charged off more than six months after the extension to be at least partially successful.
For example, of the accounts granted extensions in 2018 that subsequently charged off, such charge offs occurred, on average, 20 months
after the extension, indicating that even in the cases of an ultimate loss, the obligor serviced the account with additional payments
of principal and interest.
Additional information
about our extensions is provided in the tables below:
Six Months Ended June 30,
Six Months Ended June 30,
Year Ended December 31,
2025
2024
2024
Average number of extensions granted per month
9,376
7,135
7,540
Average number of outstanding accounts
210,262
183,077
189,460
Average monthly extensions as % of average outstandings
4.5%
3.9%
4.0%
____________________
Note: Table excludes portfolios originated
and owned by third parties
June 30, 2025
June 30, 2024
December 31, 2024
Number of Contracts
Amount
Number of Contracts
Amount
Number of Contracts
Amount
(Dollars in thousands)
Contracts with one extension
38,104
$ 683,399
35,460
$ 618,862
37,106
$ 654,067
Contracts with two extensions
23,041
391,605
21,486
369,387
22,452
382,301
Contracts with three extensions
14,192
231,630
11,757
178,488
13,300
214,194
Contracts with four extensions
8,355
122,257
6,759
75,866
7,462
99,071
Contracts with five extensions
4,861
55,981
4,895
40,991
4,645
43,264
Contracts with six extensions
3,503
26,034
3,219
21,291
3,420
22,988
92,056
$ 1,510,907
83,576
$ 1,304,885
88,385
$ 1,415,885
Managed portfolio (excluding originated and owned by 3rd parties)
211,246
$ 3,708,381
187,968
$ 3,173,282
201,441
$ 3,490,960
___________________
Note: Table excludes portfolios originated
and owned by third parties
Since 2019, we have been able to reduce extensions
by working with our servicing staff to be more selective in granting extensions including, where appropriate, to exhaust all possibilities
of payment by the customer before granting an extension. However, as delinquency rates have risen, so has the average number of extensions
granted.
46
Non-Accrual Receivables
It
is not uncommon for our obligors to fall behind in their payments. However, with the diligent efforts of our Servicing staff and systems
for managing our collection efforts, we regularly work with our customers to resolve delinquencies. Our staff are trained in employing
a counseling approach to assist our customers with their cash flow management skills and help them to prioritize their payment obligations
in order to avoid losing their vehicle to repossession. Through our experience, we have learned that once a customer becomes greater than
90 days past due, it is not likely that the delinquency will be resolved and will ultimately result in a charge-off. As a result, we do
not recognize any interest income for contracts that are greater than 90 days past due.
If
a contract exceeds the 90 days past due threshold at the end of one period, and then makes the necessary payments such that it becomes
less than or equal to 90 days delinquent at the end of a subsequent period, it would be restored to full accrual status for our financial
reporting purposes. At the time a contract is restored to full accrual in this manner, there can be no assurance that full repayment of
interest and principal will ultimately be made. However, we monitor each obligor’s payment performance and are aware of the severity
of his delinquency at any time. The fact that the delinquency has been reduced below the 90-day threshold is a positive indicator. Should
the contract again exceed the 90-day delinquency level at the end of any reporting period, it would again be reflected as a non-accrual
account.
Our
policy for placing a contract on non-accrual status is independent of our policy to grant an extension. In practice, it would be an uncommon
circumstance where an extension was granted and the account remained in a non-accrual status, since the goal of the extension is to bring
the contract current (or nearly current).
Liquidity and Capital Resources
Our
business requires substantial cash to support our purchases of automobile contracts and other operating activities. Our primary sources
of cash have been cash flows from the proceeds from term securitization transactions and other sales of automobile contracts, amounts
borrowed under various revolving credit facilities (also sometimes known as warehouse credit facilities), customer payments of principal
and interest on finance receivables, fees for origination of automobile contracts, and releases of cash from securitization transactions
and their related spread accounts. Our primary uses of cash have been the purchases of automobile contracts, repayment of amounts borrowed
under lines of credit, securitization transactions and otherwise, operating expenses such as employee, interest, occupancy expenses and
other general and administrative expenses, the establishment of spread accounts and initial overcollateralization, if any, the increase
of credit enhancement to required levels in securitization transactions, and income taxes. There can be no assurance that internally generated
cash will be sufficient to meet our cash demands. The sufficiency of internally generated cash will depend on the performance of securitized
pools (which determines the level of releases from those pools and their related spread accounts), the rate of expansion or contraction
in our managed portfolio, and the terms upon which we are able to acquire and borrow against automobile contracts.
Net cash provided by operating
activities for the six-month period ended June 30, 2025 was $128.3 million, a increase of $32.3 million, compared to net cash provided
by operating activities for the six-month period ended June 30, 2024 of $96.0 million. Net cash from operating activities is generally
provided by net income from operations adjusted for significant non-cash items such as our provision for credit losses and marks to finance
receivables measured at fair value.
Net cash used in investing activities
was $360.8 million for the six months ended June 30, 2025 compared to $317.8 million in the prior year period. Net cash used in investing
activities generally relates to new purchases of automobile contracts net of principal payments and other proceeds received during the
period. Purchases of finance receivables excluding acquisition fees were $882.9 million and $753.8 million during the first six months
of 2025 and 2024, respectively.
47
Net cash provided by financing
activities for the six months ended June 30, 2025 was $255.3 million compared to $363.0 million in the prior year period. Cash provided
by financing activities is primarily related to the issuance of securitization trust debt, reduced by the amount of repayment of securitization
trust debt and net proceeds or repayments on our warehouse lines of credit and other debt. In the first six months of 2025, we issued
$862.4 million in new securitization trust debt compared to $1,307.1 million for the same period in 2024. We repaid $642.7 million in
securitization trust debt in the six months ended June 30, 2025 compared to repayments of securitization trust debt of $563.7 million
in the prior year period. In the six months ended June 30, 2025, we had net repayments on warehouse lines of credit of $16.6 million,
compared to net advances from warehouse lines of credit of $150.7 million in the prior year’s period.
We purchase automobile contracts
from dealers for a cash price approximately equal to their principal amount, adjusted for an acquisition fee which may either increase
or decrease the automobile contract purchase price. Those automobile contracts generate cash flow, however, over a period of years. We
have been dependent on warehouse credit facilities to purchase automobile contracts and our securitization transactions for long term
financing of our contracts. In addition, we have accessed other sources, such as residual financings and subordinated debt in order to
finance our continuing operations.
The acquisition of automobile
contracts for subsequent financing in securitization transactions, and the need to fund spread accounts and initial overcollateralization,
if any, and increase credit enhancement levels when those transactions take place, results in a continuing need for capital. The amount
of capital required is most heavily dependent on the rate of our automobile contract purchases, the required level of initial credit enhancement
in securitizations, and the extent to which the previously established trusts and their related spread accounts either release cash to
us or capture cash from collections on securitized automobile contracts. Of those, the factor most subject to our control is the rate
at which we purchase automobile contracts.
We are and may in the future
be limited in our ability to purchase automobile contracts due to limits on our capital. As of June 30, 2025, we had unrestricted cash
of $15.8 million and $136.4 million aggregate available borrowings under our two warehouse credit facilities (assuming the availability
of sufficient eligible collateral). As of June 30, 2025, we had approximately $18.6 million of such eligible collateral. Our plans to
manage our liquidity include maintaining our rate of automobile contract purchases at a level that matches our available capital, and,
as appropriate, minimizing our operating costs. During the six-month period ended June 30, 2025, we completed two securitizations aggregating
$862.4 million of notes sold.
Our liquidity will also be
affected by releases of cash from the trusts established with our securitizations. While the specific terms and mechanics of each spread
account vary among transactions, our securitization agreements generally provide that we will receive excess cash flows, if any, only
if the amount of credit enhancement has reached specified levels and the net losses related to the automobile contracts in the pool are
below certain predetermined levels. In the event delinquencies or net losses on the automobile contracts exceed such levels, the terms
of the securitization may require increased credit enhancement to be accumulated for the particular pool. There can be no assurance that
collections from the related trusts will continue to generate sufficient cash.
Our warehouse credit facilities
contain various financial covenants requiring certain minimum financial ratios and results. Such covenants include maintaining minimum
levels of liquidity and net worth and not exceeding maximum leverage levels. In addition, certain of our debt agreements other than our
term securitizations contain cross-default provisions. Such cross-default provisions would allow the respective creditors to declare
a default if an event of default occurred with respect to other indebtedness of ours, but only if such other event of default were to
be accompanied by acceleration of such other indebtedness. As of June 30, 2025, we were in compliance with all such financial covenants.
48
We have and will continue to
have a substantial amount of indebtedness. At June 30, 2025, we had approximately $3,392.8 million of debt outstanding. Such debt consisted
primarily of $2,813.2 million of securitization trust debt and $395.6 million of debt from warehouse lines of credit. Our securitization
trust debt has increased by $218.9 million while our warehouse lines of credit debt has decreased by $15.3 million since December 31,
2024 (each net of deferred financing costs). Since 2005, we have offered renewable subordinated notes to the public on a continuous basis,
and such notes have maturities that range from six months to 10 years. We had $28.8 million and $26.5 million in subordinated renewable
notes outstanding at June 30, 2025, and December 31, 2024, respectively. In June 2021, March 2024, and again on March 20, 2025, we completed
a securitization of residual interests from other previously issued securitizations in the amount of $50 million, $50 million, and $65
million, respectively. As of June 30, 2025, all $155.1 million of the residual interest debt remains outstanding.
Although we believe we are
able to service and repay our debt, there is no assurance that we will be able to do so. If our plans for future operations do not generate
sufficient cash flows and earnings, our ability to make required payments on our debt would be impaired. If we fail to pay our indebtedness
when due, it could have a material adverse effect on us and may require us to issue additional debt or equity securities.
Item 4. Controls and Procedures
We maintain a system of internal controls and
procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures
included in this report. As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation
of such disclosure controls and procedures. Based upon that evaluation, the principal executive officer (Charles E. Bradley, Jr.) and
the principal financial officer (Denesh Bharwani) concluded that the disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, material information relating to us that is required to be included in our reports filed
under the Securities Exchange Act of 1934. There has been no change in our internal controls over financial reporting during our most
recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
49
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The information provided under the caption “Legal
Proceedings,” Note 8 to the Unaudited Condensed Consolidated Financial Statements, included in Part I of this report, is incorporated
herein by reference.
Item 1A. Risk Factors
We remind the reader that risk factors are set
forth in Item 1A of our report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 12, 2025. Where we are aware
of material changes to such risk factors as previously disclosed, we set forth below an updated discussion of such risks. The reader should
note that the other risks identified in our report on Form 10-K remain applicable.
We have substantial indebtedness.
We have and will continue to
have a substantial amount of indebtedness. At June 30, 2025, we had approximately $3,392.8 million of debt outstanding. Such debt consisted
primarily of $2,813.2 million of securitization trust debt and $395.6 million of debt from warehouse lines of credit. Our securitization
trust debt has increased by $218.9 million while our warehouse lines of credit debt has decreased by $15.3 million since December 31,
2024 (each net of deferred financing costs). Since 2005, we have offered renewable subordinated notes to the public on a continuous basis,
and such notes have maturities that range from six months to 10 years. We had $28.8 million and $26.5 million in subordinated renewable
notes outstanding at June 30, 2025, and December 31, 2024, respectively. In June 2021, March 2024, and again on March 20, 2025, we completed
a securitization of residual interests from other previously issued securitizations in the amount of $50 million, $50 million, and $65
million, respectively. As of June 30, 2025, all $155.1 million of the residual interest debt remains outstanding.
Our substantial indebtedness could adversely affect
our financial condition by, among other things:
· increasing our vulnerability to general adverse economic and industry conditions.
· requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness,
thereby reducing the amounts available for working capital, capital expenditures and other general corporate purposes.
· limiting our flexibility in planning for, or reacting to, changes in our business and the industry in
which we operate.
· placing us at a competitive disadvantage compared to our competitors that have less debt; and
· limiting our ability to borrow additional funds.
Although we believe we are able to service and
repay such debt, there is no assurance that we will be able to do so. If we do not generate sufficient operating profits, our ability
to make the required payments on our debt would be impaired. Failure to pay our indebtedness when due could have a material adverse effect.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
During the three months ended June 30, 2025, we
repurchased 76,880 shares from existing shareholders, as reflected in the table below.
50
Issuer Purchases of Equity Securities
Period(1)
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (2)
April 2025
–
$ –
–
$ 6,259,600
May 2025
27,544
$ 9.26
27,544
$ 6,004,586
June 2025
49,336
$ 9.98
49,336
$ 5,512,216
Total
76,880
$ 9.72
76,880
____________________
(1) Each monthly period is the calendar month.
(2) In April 2024, our board of directors authorized the purchase of an additional $10 million of our common
stock. Through June 30, 2024, our board of directors had authorized the purchase of up to $113.2 million of our outstanding securities,
under a program first announced in our annual report for the year 2002, filed on June 26, 2003. All purchases described in the table
above were under the program announced in June 2003, which has no fixed expiration date.
Item 5. Other Information
During the quarter
ended June 30, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement,
as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
The Exhibits listed below are filed with this
report.
4.14
Instruments defining the rights of holders of long-term debt of
certain consolidated subsidiaries of the registrant are omitted pursuant to the exclusion set forth in subdivisions (b)(iv)(iii)(A)
and (b)(v) of Item 601 of Regulation S-K (17 CFR 229.601). The registrant agrees to provide copies of such instruments to the United
States Securities and Exchange Commission upon request.
31.1
Rule 13a-14(a) Certification of the Chief Executive Officer of the registrant.
31.2
Rule 13a-14(a) Certification of the Chief Financial Officer of the registrant.
32
Section 1350 Certifications. *
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).
* These Certifications
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liability of that section. These Certifications shall not be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except to the extent that the registration statement specifically states that such Certifications
are incorporated therein.
51
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CONSUMER
PORTFOLIO SERVICES, INC.
(Registrant)
Date: August 11, 2025
By:
/s/ CHARLES E. BRADLEY,
JR.
Charles E. Bradley, Jr.
Chief Executive Officer
(Principal Executive Officer)
Date: August 11, 2025
By:
/s/ DENESH
BHARWANI
Denesh Bharwani
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
52
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.