Item 1. Financial Statements
Item 1. Financial Statements
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
March 31,
December 31,
2026
2025
ASSETS
Cash and cash equivalents
$ 6,944
$ 6,322
Restricted cash and equivalents
178,469
165,885
Finance receivables measured at fair value
3,835,789
3,655,855
Furniture and equipment, net
1,342
771
Deferred tax assets, net
16
16
Other assets
30,239
29,344
Total assets
$ 4,052,799
$ 3,858,193
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Accounts payable and accrued expenses
$ 70,261
$ 65,244
Warehouse lines of credit
467,138
324,871
Residual interest financing
181,383
142,982
Securitization trust debt
2,992,157
2,986,574
Subordinated renewable notes
27,508
28,986
Total liabilities
3,738,447
3,548,657
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; 21,695,835
and 21,842,457
shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
23,703
24,426
Retained earnings
291,924
286,385
Accumulated other comprehensive loss
( 1,275 )
( 1,275 )
Total shareholders’ equity
314,352
309,536
Total liabilities and shareholders’ equity
$ 4,052,799
$ 3,858,193
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
March 31,
2026
2025
Revenues:
Interest income
$ 108,721
$ 101,933
Mark to finance receivables measured at fair value
–
3,500
Other income
3,613
1,441
Total revenues
112,334
106,874
Expenses:
Employee costs
23,046
25,033
General and administrative
12,908
12,563
Interest
60,061
54,918
Sales
6,552
5,911
Occupancy
1,514
1,398
Depreciation and amortization
225
249
Total expenses
104,306
100,072
Income before income tax expense
8,028
6,802
Income tax expense
2,489
2,108
Net income
$ 5,539
$ 4,694
Earnings per share:
Basic
$ 0.25
$ 0.22
Diluted
0.24
0.19
Number of shares used in computing earnings per share:
Basic
21,777
21,444
Diluted
23,534
24,325
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
March 31,
2026
2025
Net income
$ 5,539
$ 4,694
Other comprehensive income/(loss); change in funded status of pension plan
–
–
Comprehensive income
$ 5,539
$ 4,694
See accompanying Notes to Unaudited Condensed
Consolidated Financial Statements.
5
CONSUMER PORTFOLIO SERVICES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(In thousands)
Three Months Ended
March 31,
2026
2025
Cash flows from operating activities:
Net income
$ 5,539
$ 4,694
Adjustments to reconcile net income to net cash provided by operating activities:
Net interest income accretion on fair value receivables
69,947
64,907
Depreciation and amortization
225
249
Amortization of deferred financing costs
3,436
2,865
Mark to finance receivables measured at fair value
–
( 3,500 )
Provision for credit losses
–
( 979 )
Stock-based compensation expense
512
717
Changes in assets and liabilities:
Deferred tax assets, net
–
184
Other assets
( 895 )
( 407 )
Accounts payable and accrued expenses
5,017
5,138
Net cash provided by operating activities
83,781
73,868
Cash flows from investing activities:
Payments received on finance receivables held for investment
–
3,106
Purchases of finance receivables measured at fair value
( 524,900 )
( 449,602 )
Payments received on finance receivables at fair value
275,019
252,856
Purchase of furniture and equipment
( 796 )
( 471 )
Net cash used in investing activities
( 250,677 )
( 194,111 )
Cash flows from financing activities:
Proceeds from issuance of securitization trust debt
345,610
442,420
Proceeds from issuance of subordinated renewable notes
270
1,603
Payments on subordinated renewable notes
( 1,748 )
( 545 )
Net proceeds from (repayments of) warehouse lines of credit
141,499
( 45,811 )
Proceeds from issuance of residual interest financing debt
50,000
65,000
Repayment of residual interest financing debt
( 11,015 )
–
Repayment of securitization trust debt
( 340,193 )
( 292,997 )
Payment of financing costs
( 3,086 )
( 3,592 )
Purchase of common stock
( 1,235 )
–
Exercise of options and warrants
–
246
Net cash provided by financing activities
180,102
166,324
Increase in cash and cash equivalents
13,206
46,081
Cash and restricted cash
at beginning of period
172,207
137,397
Cash and restricted cash at end of period
$ 185,413
$ 183,478
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
$ 56,777
$ 51,507
Income taxes
$ 80
$ ( 75 )
See accompanying Notes
to Unaudited Condensed Consolidated Financial Statements
6
CONSUMER PORTFOLIO SERVICES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF SHAREHOLDERS’ EQUITY
(In thousands)
March 31,
2026
2025
Common Stock (Shares Outstanding)
Balance, beginning of period
21,842
21,433
Common stock issued upon exercise of options and warrants
–
70
Repurchase of common stock
( 146 )
–
Balance, end of period
21,696
21,503
Common Stock
Balance, beginning of period
$ 24,426
$ 25,720
Common stock issued upon exercise of options and warrants
–
246
Repurchase of common stock
( 1,235 )
–
Stock-based compensation
512
717
Balance, end of period
$ 23,703
$ 26,683
Retained Earnings
Balance, beginning of period
$ 286,385
$ 267,060
Net income
5,539
4,694
Balance, end of period
$ 291,924
$ 271,754
Accumulated Other Comprehensive Loss
Balance, beginning of period
$ ( 1,275 )
$ ( 10 )
Pension benefit obligation
–
–
Balance, end of period
$ ( 1,275 )
$ ( 10 )
Balance, beginning of period
309,536
–
Pension benefit obligation
–
–
Total Shareholders’ Equity
$ 314,352
$ 298,427
See accompanying Notes to
Unaudited Condensed Consolidated Financial Statements.
7
CONSUMER PORTFOLIO SERVICES, INC.
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 three-month period ended March 31, 2026, 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, 2025.
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.
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.
8
CONSUMER PORTFOLIO SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 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 periods ending March 31, 2026, and 2025:
Schedule of other income
Three Months Ended
March 31,
2026
2025
(In thousands)
Origination and servicing fees from third party receivables
$ 1,287
$ 1,431
Dealer recoveries
2,319
–
Other
7
10
Other income for the period
$ 3,613
$ 1,441
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.
The following table presents
the supplemental balance sheet information related to leases:
Schedule of supplemental balance sheet information related to leases
2026
2025
(In thousands)
Operating Leases
Operating lease right-of-use assets
$ 53,225
$ 53,225
Less: Accumulated amortization right-of-use assets
( 37,461 )
( 36,281 )
Operating lease right-of-use assets, net
$ 15,764
$ 16,944
Operating lease liabilities
$ ( 18,012 )
$ ( 19,236 )
Finance Leases
Property and equipment, at cost
$ 4,589
$ 4,097
Less: Accumulated depreciation
( 3,777 )
( 3,684 )
Property and equipment, net
$ 812
$ 413
Finance lease liabilities
$ ( 832 )
$ ( 428 )
Weighted Average Discount Rate
Operating lease
5.0 %
5.0 %
Finance lease
6.6 %
6.4 %
9
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Maturities of lease liabilities were as follows:
Schedule of maturities of lease liabilities
(In thousands)
Operating
Finance
Year Ending December 31,
Lease
Lease
2026 (excluding the three months ended March 31, 2026)
$ 4,219
$ 310
2027
5,756
355
2028
5,937
234
2029
4,331
10
2030
1,171
–
2031.
719
–
Thereafter
50
–
Total undiscounted lease payments
22,183
909
Less amounts representing interest
( 4,171 )
( 77 )
Lease Liability
$ 18,012
$ 832
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
March 31,
2026
2025
(In thousands)
Operating lease cost
$ 1,320
$ 1,311
Finance lease cost
104
55
Total lease cost
$ 1,424
$ 1,366
The following table presents the supplemental
cash flow information related to leases:
Schedule of supplemental cash flow information related to leases
Three Months Ended
March 31,
2026
2025
Cash paid for amounts included in the measurement of lease liabilities:
(In thousands)
Operating cash flows from operating leases
$ 1,320
$ 1,311
Operating cash flows from finance leases
88
47
Financing cash flows from finance leases
16
8
10
CONSUMER PORTFOLIO SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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”.
For the three months ended March 31, 2026, and
2025 we recorded stock-based compensation costs in the amount of $ 512,000 and $ 717,000 , respectively. As of March 31, 2026, unrecognized
stock-based compensation costs to be recognized over future periods equaled $ 4.8 million. This amount will be recognized as expense over
a weighted-average period of 3.12 years.
The following represents stock option activity
for the three months ended March 31, 2026:
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
6,123
$ 6.41
N/A
Granted
–
–
N/A
Exercised
–
–
N/A
Forfeited
–
–
N/A
Options outstanding at the end of period
6,123
$ 6.41
2.97 years
Options exercisable at the end of period
4,535
$ 5.71
1.86 years
The following table presents the price distribution
of stock options outstanding and exercisable as of March 31, 2026 and December 31, 2025:
Schedule of price distribution of stock options outstanding and exercisable
Number of shares as of
Number of shares as of
March 31, 2026
December 31, 2025
Outstanding
Exercisable
Outstanding
Exercisable
Range of exercise prices:
(In thousands)
(In thousands)
$2.00 - $2.99
1,098
1,098
1,098
1,098
$3.00 - $3.99
897
897
897
897
$4.00 - $4.99
1,145
1,145
1,145
1,145
$8.00 - $8.99
1,430
–
1,430
–
$10.00 - $10.99
1,553
1,395
1,613
1,253
Total shares
6,123
4,535
6,123
4,393
At March 31, 2026, the aggregate intrinsic value
of options outstanding and exercisable was $ 12.7 million. There were no options exercised for the three months ended March 31, 2026, compared
to 70,000 for the comparable period in 2025. The total intrinsic value of options exercised was $ 390,000 for the three-month periods ended
March 31, 2025. There were 4,501,000 shares available for future stock option grants under existing plans as of March 31, 2026.
11
CONSUMER PORTFOLIO SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Purchases of Company Stock
The table below describes the purchase of our
common stock for the three-months ended March 31, 2026, and 2025:
Schedule of purchase of our
common stock
Three Months Ended
March 31, 2026
March 31, 2025
Shares
Avg. Price
Shares
Avg. Price
Open market purchases
126,622
$ 8.57
–
–
Shares redeemed upon net exercise of stock options
–
–
–
–
Other
20,000
7.53
–
–
Total stock purchases
146,622
$ 8.43
–
–
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 March 31, 2026, 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. This is described further
in footnote 8.
Recent Accounting Pronouncements
We do not believe that any accounting pronouncements
issued, but not yet effective, are applicable or would have a material impact on our consolidated financial statements or disclosures,
if adopted.
(2) Finance receivables measured at fair
value
Our portfolio of finance receivables
consists of small-balance homogeneous contracts comprising a single segment. 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 have elected to use the
fair value method to value our portfolio of finance receivables acquired. The accounting treatment follows the fair value hierarchy outlined
in ASC 820, “Fair Value Measurements”, and the inputs and assumptions are level 3. This is described further in footnote 9.
12
CONSUMER PORTFOLIO SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 March
31, 2026, the Company evaluated the appropriate fair value and future earnings rate of existing receivables compared to recently acquired
receivables and did not record a mark up or down to the portfolio.
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
March 31,
2026
2025
(In thousands)
Balance at beginning of period
$ 3,655,855
$ 3,313,767
Finance receivables at fair value acquired during period
524,900
449,602
Payments received on finance receivables at fair value
( 275,019 )
( 252,856 )
Net interest income accretion on fair value receivables
( 69,947 )
( 64,907 )
Mark to fair value
–
3,500
Balance at end of period
$ 3,835,789
$ 3,449,106
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
March 31, 2026
December 31, 2025
Contractual
Fair
Contractual
Fair
Balance
Value
Balance
Value
(In thousands)
Finance receivables measured at fair value
$ 3,941,948
$ 3,835,789
$ 3,778,127
$ 3,655,855
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
March 31,
December 31,
March 31,
December 31,
2026
2025
Unobservable
2026
2025
(In thousands)
Assets:
Finance
receivables measured at fair value
$ 3,835,789
$ 3,655,855
Discount rate
11.07%
11.07%
Cumulative net losses
16.21%
16.02%
13
CONSUMER PORTFOLIO SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We report delinquency on a contractual basis.
The following table summarizes the delinquency status of these finance receivables measured at fair value as of March 31, 2026, and December
31, 2025:
Schedule of delinquency
status of finance receivables measured at fair value
March 31,
December 31,
2026
2025
(In thousands)
Delinquency Status
Current
$ 3,485,649
$ 3,220,198
31 - 60 days
217,632
272,421
61 - 90 days
86,227
118,201
91 + days
48,911
56,203
Repo
103,529
111,104
$ 3,941,948
$ 3,778,127
(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
Scheduled
Payment
Receivables
Pledged at
March 31,
Initial
Outstanding
Principal at
March 31,
Outstanding
Principal at
December 31,
Contractual Debt
Interest Rate at
March 31,
Series
Date (1)
2026 (2)
Principal
2026
2025
2026
(Dollars in thousands)
CPS 2021-B
June 2028
$ –
$ 240,000
$ –
$ 15,832
–
CPS 2021-C
September 2028
26,532
291,000
20,877
25,889
3.21 %
CPS 2021-D
December 2028
38,630
349,202
32,336
39,625
4.06 %
CPS 2022-A
April 2029
44,831
316,800
35,580
42,241
4.35 %
CPS 2022-B
October 2029
73,489
395,600
60,999
72,820
6.91 %
CPS 2022-C
April 2030
90,856
391,600
65,899
77,073
7.84 %
CPS 2022-D
June 2030
88,079
307,018
77,684
86,973
10.05 %
CPS 2023-A
August 2030
110,909
324,768
72,286
83,896
8.09 %
CPS 2023-B
November 2030
123,672
332,885
96,290
107,035
7.92 %
CPS 2023-C
February 2031
120,818
291,732
98,403
110,281
7.53 %
CPS 2023-D
May 2031
126,518
286,149
107,460
121,208
8.28 %
CPS 2024-A
August 2031
133,029
280,924
112,509
128,466
6.64 %
CPS 2024-B
November 2031
173,674
319,871
152,694
171,992
6.74 %
CPS 2024-C
March 2032
254,942
436,310
226,459
254,043
6.45 %
CPS 2024-D
June 2032
268,918
416,816
240,262
269,169
5.35 %
CPS 2025-A
August 2032
319,783
442,420
291,983
324,242
5.64 %
CPS 2025-B
March 2033
341,428
419,950
313,883
341,383
5.54 %
CPS 2025-C
May 2033
360,778
418,330
337,260
364,711
5.15 %
CPS 2025-D
May 2033
352,083
384,600
335,664
366,313
5.18 %
CPS 2026-A
August 2033
339,580
345,610
330,081
–
4.74 %
$ 3,388,549
$ 6,991,585
$ 3,008,609
$ 3,003,192
________________
(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 $915.9 million in 2026, $914.6 million in 2027, $563.5 million in 2028, $337.9 million in 2029, $182.1 million in 2030, $65.9 million
in 2031, and $12.3 million in 2032.
(2) Includes repossessed assets that are included in other assets on our Unaudited Condensed Consolidated
Balance Sheet.
14
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Debt issuance costs of $ 16.5
million and $ 16.6 million as of March 31, 2026, and December 31, 2025, 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 are in compliance with all such covenants as of March 31, 2026.
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 March 31, 2026,
restricted cash under the various agreements totaled approximately $ 178.5 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.
15
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 March 31, 2026, and December 31, 2025, are summarized below:
Schedule of debt outstanding
Amount Outstanding at
March 31,
December 31,
2026
2025
(In thousands)
Description
Interest Rate
Subordinate Lender
Interest Rate
Maturity
Warehouse line of credit
2.85% over CP yield rate (Minimum 3.60%)
6.68% and 6.80% at March 31, 2026 and December 31 2025, respectively
6.40% over SOFR yield rate (Minimum 7.15%)
10.33% and 10.40% at March 31, 2026 and December 31, 2025, respectively
July 2026
$ 301,207
$ 197,107
Warehouse line of credit
4.50% over a commercial paper rate (Minimum 7.50%) 8.18%
and 8.25% at March 31, 2026, and December 31 2025, respectively
April 2026
–
11,778
Warehouse line of credit
2.75% over SOFR yield rate (Minimum 3.00%) 6.42% and
6.50% at March 31, 2026 and December 31, 2025, respectively
6.40% over SOFR yield rate (Minimum 6.65%) 10.07% and
10.27% at March 31, 2026 and December 31, 2025, respectively
October 2027
167,500
118,323
Residual interest financing
7.86 %
December 2028
21,030
31,163
Residual interest financing
11.50 %
March 2029
49,652
49,820
Residual interest financing
11.00 %
June 2032
62,810
63,524
Residual interest financing
8.75 %
May 2033
50,000
–
Subordinated
renewable notes
Weighted
average rate of 8.81 % and 8.98 % at March 31, 2026 and December 31, 2025, respectively
Weighted
average maturity of January 2028 and November 2027 at March 31, 2026 and December 31, 2025, respectively
27,508
28,986
$ 679,707
$ 500,701
16
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On March 4, 2026, 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 four CPS securitizations issued
from January 2025 through October 2025. The sold notes (“2025-1 Notes”), issued by CPS Auto Securitization Trust 2026-1, consist
of a single class with a coupon of 8.75%. At March 31, 2026, there was $ 50 .0 million outstanding under this facility.
On October 17, 2025, we entered into a $ 167.5
million two-year warehouse credit line with Capital One, N.A as the Class A Lender and Oaktree Asset-Backed Income Private Placement Fund
Inc., as the Class B Lenders. The facility is structured to allow us to fund a portion of the purchase price of automobile contracts by
borrowing from a credit facility to our consolidated subsidiary Page Eleven Funding, LLC. The facility provides for effective advances
up to 95.50% of eligible finance receivables. The Class A loans under the facility generally accrue interest during the revolving period
at a per annum rate equal to the Term SOFR plus 2.75% per annum, with a minimum rate of 3.00% per annum and during the amortization period
at a per annum rate equal to the Term SOFR plus 3.75% per annum, with a minimum rate of 4.00% per annum. The Class B loans under the facility
generally accrue interest during the revolving period at a per annum rate equal to the Term SOFR plus 6.40% per annum, with a minimum
rate of 6.65% per annum and during the amortization period at a per annum rate equal to the Term SOFR plus 7.40% per annum, with a minimum
rate of 7.65% per annum. At March 31, 2026, there was $ 167.5 million outstanding under this facility.
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 March 31, 2026, there was $ 62.8 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 $ 301.2 million outstanding
under this facility at March 31, 2026.
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. In March 2026, the revolving
period was extended to April 2026. There was nothing outstanding under this facility at March 31, 2026.
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 March 31, 2026, there was $ 49.7 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 March 31, 2026, there was $ 21 .0 million outstanding under this facility.
Unamortized debt issuance costs of $ 2.1 million
and $ 1.5 million as of March 31, 2026, and December 31, 2025, respectively, have been excluded from the amount reported above for residual
interest financing. These debt issuance costs are presented as a direct deduction to the carrying amount of the debt on our Unaudited
Condensed Consolidated Balance Sheets.
17
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
March 31,
2026
2025
(In thousands)
Interest on finance receivables at fair value
$ 106,331
$ 99,567
Other interest income
2,390
2,366
Interest income
$ 108,721
$ 101,933
The following table presents the components of
interest expense:
Schedule of interest expense
Three Months Ended
March 31,
2026
2025
(In thousands)
Securitization trust debt
$ 48,756
$ 45,044
Warehouse lines of credit
6,465
6,513
Residual interest financing
4,155
2,715
Subordinated renewable notes
685
646
Interest expense
$ 60,061
$ 54,918
(6) Earnings Per Share
Earnings per share for the three-month periods
ended March 31, 2026, and 2025 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 periods ended
March 31, 2026, and 2025:
Schedule of earnings per share
Three Months Ended
March 31,
2026
2025
(In thousands)
Weighted average number of common shares outstanding during the period used to compute basic earnings
per share
21,777
21,444
Incremental common shares attributable to exercise
of outstanding options and warrants
1,757
2,881
Weighted average number of common shares used to
compute diluted earnings per share
23,534
24,325
If the anti-dilutive effects
of common stock equivalents were considered, shares included in the diluted earnings per share calculation for the three-month period
ended March 31, 2026, would have included an additional 3 .0 million shares attributable to the exercise of outstanding options and warrants.
For the three month ended March 31, 2025, 1.4 million shares, would be included in the diluted earnings per share calculation.
18
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 March 31, 2026 and December
31, 2025, 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.
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 March 31, 2026 we have a net deferred tax asset of $ 16,000 . Our net deferred
tax asset of $16,000 consists of approximately $ 270,000 of net U.S. federal deferred tax liabilities and $ 286,000 of net state deferred
tax assets.
Income tax expense was $ 2.5
million for the three months ended on March 31, 2026, compared to income tax expense of $ 2.1 million for the three months ended March
31, 2025, representing an effective income tax rate of 31 % in both periods.
(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.
In
general, there can be no assurance as to the outcomes of the matters described above. We record at each measurement date our best estimate
of probable incurred losses for legal contingencies, if any. The amount of losses that may ultimately be incurred cannot be estimated
with certainty. However, based on such information as is available to us, the Company is not currently a party to any such material proceedings.
Accordingly,
we believe that the ultimate resolution of legal proceedings 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.
19
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.
There were no transfers in
or out of level 1, level 2 or level 3 assets and liabilities for the three months ended March 31, 2026, and 2025.
The estimated fair values of financial assets
and liabilities, excluding assets carried at fair value, on March 31, 2026 and December 31, 2025, were as follows:
Schedule of fair values of financial assets and
liabilities
As of March 31, 2026
Financial Instrument
(In thousands)
Carrying
Fair Value Measurements Using:
Value
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$ 6,944
$ 6,944
$ –
$ –
$ 6,944
Restricted cash and equivalents
178,469
178,469
–
–
178,469
Liabilities:
Warehouse lines of credit
$ 467,138
$ –
$ –
$ 467,138
$ 467,138
Accrued interest payable
11,842
–
–
11,842
11,842
Residual interest financing
181,383
–
–
192,294
192,294
Securitization trust debt
2,992,157
–
–
3,013,756
3,013,756
Subordinated renewable notes
27,508
–
–
27,508
27,508
As of December 31, 2025
Financial Instrument
(In thousands)
Carrying
Fair Value Measurements Using:
Value
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$ 6,322
$ 6,322
$ –
$ –
$ 6,322
Restricted cash and equivalents
165,885
165,885
–
–
165,885
Liabilities:
Warehouse lines of credit
$ 324,871
$ –
$ –
$ 324,871
$ 324,871
Accrued interest payable
11,994
–
–
11,994
11,994
Residual interest financing
142,982
–
–
152,607
152,607
Securitization trust debt
2,986,574
–
–
2,985,961
2,985,961
Subordinated renewable notes
28,986
–
–
28,986
28,986
20
CONSUMER PORTFOLIO SERVICES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 April 6, 2026, we amended
our two-year revolving credit agreement with Capital One, N.A. to increase the capacity of the facility. The amendment applies to both
Capital One, N.A. and the subordinate lender, and increases the capacity of the facility from $167.5 million to $390 million. The revolving
period for this facility will extend to October 2027 after which CPS will have the option to repay the outstanding loans in full or to
allow them to amortize for an eighteen-month period.
On April 22, 2026, we completed
our second securitization of 2026. In the transaction, qualified institutional buyers purchased $514.07 million of asset-backed notes
secured by $526.17 million in automobile receivables originated by CPS. The sold notes, issued by CPS Auto Receivables Trust 2026-B, consist
of five classes. Ratings of the notes were provided by Moody’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 interest rate on the
notes is approximately 5.51%.
21
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;
· 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.
22
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.
23
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.