XNAS:CACC Credit Acceptance Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
     
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
     
     
o
 
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 000-20202
CREDIT ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
     
     
     
MICHIGAN
(State or other jurisdiction of incorporation or organization)
 
38-1999511
(I.R.S. Employer Identification No.)
     
25505 WEST TWELVE MILE ROAD
SOUTHFIELD, MICHIGAN
(Address of principal executive offices)
 
48034-8339
(Zip Code)

Registrant’s telephone number, including area code: 248-353-2700

Indicate by check mark whether the registrant (1) has 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
             
Large accelerated filer o
 
Accelerated filer þ
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares of Common Stock, par value $0.01, outstanding on April 20, 2012 was 25,627,655.


 
 
 

 
 



         
         
         
PART I. — FINANCIAL INFORMATION
       
         
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
       
         
     
         
     
         
     
         
     
         
     
         
     
         
     
         
     
         
PART II. — OTHER INFORMATION
       
         
     
         
     
         
     
         




 
 
 



PART I. - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED BALANCE SHEETS






(In thousands, except per share data)
 
As of
 
   
March 31, 2012
   
December 31, 2011
 
   
(Unaudited)
       
ASSETS:
           
  Cash and cash equivalents
 
$
4,691
   
$
4,657
 
  Restricted cash and cash equivalents
   
160,069
     
104,679
 
  Restricted securities available for sale
   
819
     
810
 
                 
  Loans receivable (including $5,291 and $4,949 from affiliates as of March 31, 2012 and December 31, 2011, respectively)
   
1,897,169
     
1,752,891
 
  Allowance for credit losses
   
(159,373
)
   
(154,318
)
    Loans receivable, net
   
1,737,796
     
1,598,573
 
                 
  Property and equipment, net
   
21,168
     
18,472
 
  Income taxes receivable
   
406
     
506
 
  Other assets
   
30,084
     
30,901
 
    Total Assets
 
$
1,955,033
   
$
1,758,598
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY:
               
Liabilities:
               
  Accounts payable and accrued liabilities
 
$
107,325
   
$
95,858
 
  Revolving secured line of credit
   
173,600
     
43,900
 
  Secured financing
   
604,550
     
599,281
 
  Mortgage note
   
4,227
     
4,288
 
  Senior notes
   
350,354
     
350,378
 
  Deferred income taxes, net
   
129,388
     
123,449
 
  Income taxes payable
   
13,023
     
1,493
 
    Total Liabilities
   
1,382,467
     
1,218,647
 
                 
Commitments and Contingencies - See Note 13
               
                 
Shareholders' Equity:
               
  Preferred stock, $.01 par value, 1,000 shares authorized, none issued
   
     
 
  Common stock, $.01 par value, 80,000 shares authorized, 25,628 and 25,624 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively
   
256
     
256
 
  Paid-in capital
   
40,760
     
38,801
 
  Retained earnings
   
531,540
     
500,888
 
  Accumulated other comprehensive income
   
10
     
6
 
    Total Shareholders' Equity
   
572,566
     
539,951
 
    Total Liabilities and Shareholders' Equity
 
$
1,955,033
   
$
1,758,598
 







See accompanying notes to consolidated financial statements.


 
1
 
 





CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(In thousands, except per share data)
 
For the Three Months Ended March 31,
 
   
2012
 
2011
 
Revenue:
         
  Finance charges
  $ 126,066   $ 106,503  
  Premiums earned
    10,770     8,543  
  Other income
    5,568     8,466  
    Total revenue
    142,404     123,512  
Costs and expenses:
             
  Salaries and wages
    19,404     16,071  
  General and administrative
    7,409     5,633  
  Sales and marketing
    7,753     6,409  
  Provision for credit losses
    5,247     8,916  
  Interest
    15,212     12,623  
  Provision for claims
    8,552     6,599  
    Total costs and expenses
    63,577     56,251  
Income before provision for income taxes
    78,827     67,261  
  Provision for income taxes
    28,489     24,070  
Net income
  $ 50,338   $ 43,191  
               
Net income per share:
             
  Basic
  $ 1.92   $ 1.59  
  Diluted
  $ 1.92   $ 1.57  
               
Weighted average shares outstanding:
             
  Basic
    26,158     27,196  
  Diluted
    26,284     27,489  



























See accompanying notes to consolidated financial statements.


 
2
 
 



CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)


 
(In thousands)
 
For the Three Months Ended March 31,
 
   
2012
 
2011
 
           
Net income
 
$
50,338
 
$
43,191
 
Other comprehensive income, net of tax:
             
Unrealized loss on derivatives qualifying as hedges
             
    Unrealized loss on cash flow hedge, net of tax of $0 and $3 for 2012 and 2011, respectively
   
   
(5
)
    Less: reclassification adjustment for loss on cash flow hedge included in net income, net of tax of $0 and $(25) for 2012 and 2011, respectively
   
   
44
 
Unrealized gain on available for sale securities
             
    Unrealized gain on securities, net of tax of $(5) and $0 for 2012 and 2011, respectively
   
4
   
3
 
    Less: reclassification adjustment for gain on sale of securities included in net income, net of tax of $0 and $0 for 2012 and 2011, respectively
   
   
(1
)
Other comprehensive income
   
4
   
41
 
Comprehensive income
 
$
50,342
 
$
43,232
 
 

 



































See accompanying notes to consolidated financial statements.


 
3
 
 




CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(In thousands)
 
For the Three Months Ended March 31,
 
   
2012
   
2011
 
Cash Flows From Operating Activities:
           
  Net income
 
$
50,338
   
$
43,191
 
  Adjustments to reconcile cash provided by operating activities:
               
    Provision for credit losses
   
5,247
     
8,916
 
    Depreciation
   
1,237
     
1,025
 
    Amortization
   
1,605
     
1,463
 
    Loss on retirement of property and equipment
   
     
4
 
    Provision for deferred income taxes
   
5,934
     
(5,377
)
    Stock-based compensation
   
822
     
591
 
  Change in operating assets and liabilities:
               
    Increase in accounts payable and accrued liabilities
   
11,467
     
21,959
 
    Decrease in income taxes receivable
   
100
     
11,294
 
    Increase in income taxes payable
   
11,530
     
10,542
 
    Decrease (increase) in other assets
   
990
     
(7,537
)
       Net cash provided by operating activities
   
89,270
     
86,071
 
Cash Flows From Investing Activities:
               
  Increase in restricted cash and cash equivalents
   
(55,390
)
   
(14,834
)
  Purchases of restricted securities available for sale
   
     
(303
)
  Maturities of restricted securities available for sale
   
     
305
 
  Principal collected on Loans receivable
   
310,795
     
253,592
 
  Advances to Dealer-Partners
   
(374,392
)
   
(336,408
)
  Purchases of Consumer Loans
   
(34,789
)
   
(32,726
)
  Accelerated payments of Dealer Holdback
   
(12,914
)
   
(12,045
)
  Payments of Dealer Holdback
   
(33,205
)
   
(15,574
)
  Net decrease (increase) in other loans
   
35
     
(230
)
  Purchases of property and equipment
   
(3,933
)
   
(1,582
)
       Net cash used in investing activities
   
(203,793
)
   
(159,805
)
Cash Flows From Financing Activities:
               
  Borrowings under revolving secured line of credit
   
607,500
     
489,000
 
  Repayments under revolving secured line of credit
   
(477,800
)
   
(492,900
)
  Proceeds from secured financing
   
492,350
     
150,000
 
  Repayments of secured financing
   
(487,081
)
   
(51,500
)
  Principal payments under mortgage note and capital lease obligations
   
(61
)
   
(58
)
  Proceeds from sale of senior notes
   
     
106,000
 
  Payments of debt issuance costs
   
(1,802
)
   
(3,028
)
  Repurchase of common stock
   
(19,999
)
   
(126,675
)
  Proceeds from stock options exercised
   
172
     
1,915
 
  Tax benefits from stock-based compensation plans
   
1,278
     
1,773
 
       Net cash provided by financing activities
   
114,557
     
74,527
 
  Net increase in cash and cash equivalents
   
34
     
793
 
  Cash and cash equivalents, beginning of period
   
4,657
     
3,792
 
  Cash and cash equivalents, end of period
 
$
4,691
   
$
4,585
 
                 
Supplemental Disclosure of Cash Flow Information:
               
  Cash paid during the period for interest
 
$
13,413
   
$
10,867
 
  Cash paid during the period for income taxes
 
$
9,665
   
$
6,306
 






See accompanying notes to consolidated financial statements.


 
4
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



1.           BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of actual results achieved for full fiscal years.  The consolidated balance sheet as of December 31, 2011 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2011 for Credit Acceptance Corporation (the “Company”, “Credit Acceptance”, “we”, “our” or “us”).

Certain amounts for prior periods have been reclassified to conform to the current presentation.  We have changed the presentation of our consolidated statement of cash flows to present depreciation and amortization as separate operating activities.  Under our previous presentation, depreciation and amortization were presented as a combined operating activity.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

We have evaluated events and transactions occurring subsequent to the consolidated balance sheet date of March 31, 2012 for items that could potentially be recognized or disclosed in these financial statements.  We did not identify any items which would require disclosure in or adjustment to the financial statements.
 
2.           DESCRIPTION OF BUSINESS

Since 1972, Credit Acceptance has provided auto loans to consumers, regardless of their credit history.  Our product is offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our product, but who actually end up qualifying for traditional financing.

We refer to dealers who participate in our programs and who share our commitment to changing consumers’ lives as “Dealer-Partners”.  Upon enrollment in our financing programs, the Dealer-Partner enters into a dealer servicing agreement with us that defines the legal relationship between Credit Acceptance and the Dealer-Partner.  The dealer servicing agreement assigns the responsibilities for administering, servicing, and collecting the amounts due on retail installment contracts (referred to as “Consumer Loans”) from the Dealer-Partners to us.  We are an indirect lender from a legal perspective, meaning the Consumer Loan is originated by the Dealer-Partner and assigned to us.

We have two programs: the Portfolio Program and the Purchase Program.  Under the Portfolio Program, we advance money to Dealer-Partners (referred to as a “Dealer Loan”) in exchange for the right to service the underlying Consumer Loans.  Under the Purchase Program, we buy the Consumer Loans from the Dealer-Partners (referred to as a “Purchased Loan”) and keep all amounts collected from the consumer.  Dealer Loans and Purchased Loans are collectively referred to as “Loans”.  The following table shows the percentage of Consumer Loans assigned to us based on unit volumes under each of the programs for each of the last five quarters:
 
Quarter Ended
 
Portfolio Program
   
Purchase Program
 
March 31, 2011
  92.9 %   7.1 %
June 30, 2011
  92.1 %   7.9 %
September 30, 2011
  92.3 %   7.7 %
December 31, 2011
  92.6 %   7.4 %
March 31, 2012
  93.3 %   6.7 %
 

 
5
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



2.           DESCRIPTION OF BUSINESS – (Continued)

Portfolio Program

As payment for the vehicle, the Dealer-Partner generally receives the following:

·  
a down payment from the consumer;
·  
a non-recourse cash payment (“advance”) from us; and
·  
after the advance has been recovered by us, the cash from payments made on the Consumer Loan, net of certain collection costs and our servicing fee (“Dealer Holdback”).

We record the amount advanced to the Dealer-Partner as a Dealer Loan, which is classified within Loans receivable in our consolidated balance sheets.  Cash advanced to the Dealer-Partner is automatically assigned to the Dealer-Partner’s open pool of advances.  We generally require Dealer-Partners to group advances into pools of at least 100 Consumer Loans.  At the Dealer-Partner’s option, a pool containing at least 100 Consumer Loans can be closed and subsequent advances assigned to a new pool.  All advances within a Dealer-Partner’s pool are secured by the future collections on the related Consumer Loans assigned to the pool.  For Dealer-Partners with more than one pool, the pools are cross-collateralized so the performance of other pools is considered in determining eligibility for Dealer Holdback.  We perfect our security interest in the Dealer Loans by taking possession of the Consumer Loans, which list us as lien holder on the vehicle title.

The dealer servicing agreement provides that collections received by us during a calendar month on Consumer Loans assigned by a Dealer-Partner are applied on a pool-by-pool basis as follows:

·  
First, to reimburse us for certain collection costs;
·  
Second, to pay us our servicing fee, which generally equals 20% of collections;
·  
Third, to reduce the aggregate advance balance and to pay any other amounts due from the Dealer-Partner to us; and
·  
Fourth, to the Dealer-Partner as payment of Dealer Holdback.

If the collections on Consumer Loans from a Dealer-Partner’s pool are not sufficient to repay the advance balance and any other amounts due to us, the Dealer-Partner will not receive Dealer Holdback.

Dealer-Partners have an opportunity to receive an accelerated Dealer Holdback payment each time 100 Consumer Loans have been assigned to us.  The amount paid to the Dealer-Partner is calculated using a formula that considers the forecasted collections and the advance balance on the related Consumer Loans.

Since typically the combination of the advance and the consumer’s down payment provides the Dealer-Partner with a cash profit at the time of sale, the Dealer-Partner’s risk in the Consumer Loan is limited.  We cannot demand repayment of the advance from the Dealer-Partner except in the event the Dealer-Partner is in default of the dealer servicing agreement.  Advances are made only after the consumer and Dealer-Partner have signed a Consumer Loan contract, we have received the original Consumer Loan contract and supporting documentation, and we have approved all of the related stipulations for funding.  The Dealer-Partner can also opt to repurchase Consumer Loans that have been assigned to us under the Portfolio Program, at their discretion, for a fee.

For accounting purposes, the transactions described under the Portfolio Program are not considered to be loans to consumers.  Instead, our accounting reflects that of a lender to the Dealer-Partner.  The classification as a Dealer Loan for accounting purposes is primarily a result of (1) the Dealer-Partner’s financial interest in the Consumer Loan and (2) certain elements of our legal relationship with the Dealer-Partner.

Purchase Program

The Purchase Program differs from our Portfolio Program in that the Dealer-Partner receives a one-time payment from us at the time of assignment to purchase the Consumer Loan instead of a cash advance at the time of assignment and future Dealer Holdback payments.  For accounting purposes, the transactions described under the Purchase Program are considered to be originated by the Dealer-Partner and then purchased by us.


 
6
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



2.           DESCRIPTION OF BUSINESS – (Concluded)

Program Enrollment

Dealer-Partners may enroll in our program by choosing one of our two enrollment options (referred to as “Option A” and “Option B”).  In recent years, the terms of Option A have remained consistent while the terms of Option B have varied.  The following table summarizes the terms of our enrollment options:
 
 Effective Period
 
Option A
 
Option B
Since June 1, 2011
 
Upfront, one-time fee of $9,850
 
Agreement to allow us to retain 50% of their first accelerated Dealer Holdback payment
From September 1, 2009 to May 31, 2011
 
Upfront, one-time fee of $9,850
 
Upfront, one-time fee of $1,950 and agreement to allow us to retain 50% of their first accelerated Dealer Holdback payment

For Dealer-Partners enrolling in our program, access to the Purchase Program is typically only granted after the first accelerated Dealer Holdback payment has been received under the Portfolio Program.

3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Segment Information

We currently operate in one reportable segment which represents our core business of offering auto loans, and related products and services to consumers through our network of Dealer-Partners.  The consolidated financial statements reflect the financial results of our one reportable operating segment.

Loans Receivable and Allowance for Credit Losses

Consumer Loan Assignment.  For accounting purposes, a Consumer Loan is considered to have been assigned to us after all of the following has occurred:

·  
the consumer and Dealer-Partner have signed a Consumer Loan contract;
·  
we have received the original Consumer Loan contract and supporting documentation;
·  
we have approved all of the related stipulations for funding; and
·  
we have provided funding to the Dealer-Partner in the form of either an advance under the Portfolio Program or one-time purchase payment under the Purchase Program.

Portfolio Segments and Classes. We are considered to be a lender to our Dealer-Partners for Consumer Loans assigned under our Portfolio Program and a purchaser of Consumer Loans assigned under our Purchase Program.  As a result, our Loan portfolio consists of two portfolio segments: Dealer Loans and Purchased Loans.  Each portfolio segment is comprised of one class of Consumer Loan assignments, which is Consumer Loans with deteriorated credit quality that were originated by Dealer-Partners to finance consumer purchases of vehicles and related ancillary products.

Dealer Loans.  Amounts advanced to Dealer-Partners for Consumer Loans assigned under the Portfolio Program are recorded as Dealer Loans and are aggregated by Dealer-Partner for purposes of recognizing revenue and evaluating impairment.  We account for Dealer Loans in a manner consistent with loans acquired with deteriorated credit quality.  The outstanding balance of each Dealer Loan included in Loans receivable is comprised of the following:

·  
the aggregate amount of all cash advances paid;
·  
finance charges;
·  
Dealer Holdback payments;
·  
accelerated Dealer Holdback payments; and
·  
recoveries.

Less:
·  
collections (net of certain collection costs); and
·  
write-offs.


 
7
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

An allowance for credit losses is maintained at an amount that reduces the net asset value (Dealer Loan balance less the allowance) to the value of forecasted future cash flows discounted at the yield established at the time of assignment.  This allowance calculation is completed for each individual Dealer-Partner.  The discounted value of future cash flows is comprised of estimated future collections on the Consumer Loans, less any estimated Dealer Holdback payments.  We write off Dealer Loans once there are no forecasted future cash flows on any of the associated Consumer Loans, which generally occurs 120 months after the last Consumer Loan assignment.

Future collections on Dealer Loans are forecasted based on the historical performance of Consumer Loans with similar characteristics, adjusted for recent trends in payment patterns.  Dealer Holdback is forecasted based on the expected future collections and current advance balance of each Dealer Loan.  Cash flows from any individual Dealer Loan are often different than estimated cash flows at the time of assignment.  If such difference is favorable, the difference is recognized prospectively into income over the remaining life of the Dealer Loan through a yield adjustment.  If such difference is unfavorable, a provision for credit losses is recorded immediately as a current period expense and a corresponding allowance for credit losses is established.  Because differences between estimated cash flows at the time of assignment and actual cash flows occur often, an allowance is required for a significant portion of our Dealer Loan portfolio.  An allowance for credit losses does not necessarily indicate that a Dealer Loan is unprofitable, and during the last several years, very seldom were cash flows from a Dealer Loan insufficient to repay the initial amounts advanced to the Dealer-Partner.

Purchased Loans.  Amounts paid to Dealer-Partners for Consumer Loans assigned under the Purchase Program are recorded as Purchased Loans and are aggregated into pools based on the month of purchase for purposes of recognizing revenue and evaluating impairment.  We account for Purchased Loans as loans acquired with deteriorated credit quality.  The outstanding balance of each Purchased Loan pool included in Loans receivable is comprised of the following:

·  
the aggregate amount of all amounts paid during the month of purchase to purchase Consumer Loans from Dealer-Partners;
·  
finance charges; and
·  
recoveries.

Less:
·  
collections (net of certain collection costs); and
·  
write-offs.

An allowance for credit losses is maintained at an amount that reduces the net asset value (Purchased Loan pool balance less the allowance) to the value of forecasted future cash flows discounted at the yield established at the time of assignment.  This allowance calculation is completed for each individual monthly pool of Purchased Loans.  The discounted value of future cash flows is comprised of estimated future collections on the pool of Purchased Loans.  We write off pools of Purchased Loans once there are no forecasted future cash flows on any of the Purchased Loans included in the pool, which generally occurs 120 months after the month of purchase.

Future collections on Purchased Loans are forecasted based on the historical performance of Consumer Loans with similar characteristics, adjusted for recent trends in payment patterns.  Cash flows from any individual pool of Purchased Loans are often different than estimated cash flows at the time of assignment.  If such difference is favorable, the difference is recognized prospectively into income over the remaining life of the pool of Purchased Loans through a yield adjustment.  If such difference is unfavorable, a provision for credit losses is recorded immediately as a current period expense and a corresponding allowance for credit losses is established.

Credit Quality.  Substantially all of the Consumer Loans assigned to us are made to individuals with impaired or limited credit histories or higher debt-to-income ratios than are permitted by traditional lenders.  Consumer Loans made to these individuals generally entail a higher risk of delinquency, default and repossession and higher losses than loans made to consumers with better credit.  Since most of our revenue and cash flows are generated from these Consumer Loans, our ability to accurately forecast Consumer Loan performance is critical to our business and financial results.  At the time the Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan.  Based on these forecasts, an advance or one-time purchase payment is made to the related Dealer-Partner at a price designed to achieve an acceptable return on capital.


 
8
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

We monitor and evaluate the credit quality of Consumer Loans on a monthly basis by comparing our current forecasted collection rates to our initial expectations.  We use a statistical model that considers a number of credit quality indicators to estimate the expected collection rate for each Consumer Loan at the time of assignment.  The credit quality indicators considered in our model include attributes contained in the consumer’s credit bureau report, data contained in the consumer’s credit application, the structure of the proposed transaction, vehicle information and other factors.  We continue to evaluate the expected collection rate of each Consumer Loan subsequent to assignment primarily through the monitoring of consumer payment behavior.  Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast.  Since all known, significant credit quality indicators have already been factored into our forecasts and pricing, we are not able to use any specific credit quality indicators to predict or explain variances in actual performance from our initial expectations.  Any variances in performance from our initial expectations are the result of Consumer Loans performing differently than historical Consumer Loans with similar characteristics.  We periodically adjust our statistical pricing model for new trends that we identify though our evaluation of these forecasted collection rate variances.

When overall forecasted collection rates underperform our initial expectations for certain Consumer Loan assignment periods, the decline in forecasted collections has a more adverse impact on the profitability of the Purchased Loans than on the profitability of the Dealer Loans.  For Purchased Loans, the decline in forecasted collections is absorbed entirely by us.  For Dealer Loans, the decline in the forecasted collections is substantially offset by a decline in forecasted payments of Dealer Holdback.

Forecast Methodology Changes and Modifications.  For the three months ended March 31, 2012 and 2011, we did not make any methodology changes or significant modifications to our forecasts of future collections on Consumer Loans that had a material impact on our financial results.

Reinsurance

VSC Re Company (“VSC Re”), our wholly-owned subsidiary, is engaged in the business of reinsuring coverage under vehicle service contracts sold to consumers by Dealer-Partners on vehicles financed by us.  VSC Re currently reinsures vehicle service contracts that are underwritten by one of our third party insurers.  Vehicle service contract premiums, which represent the selling price of the vehicle service contract to the consumer, less fees and certain administrative costs, are contributed to trust accounts controlled by VSC Re.  These premiums are used to fund claims covered under the vehicle service contracts.  VSC Re is a bankruptcy remote entity.  As such, our exposure to fund claims is limited to the trust assets controlled by VSC Re and our net investment in VSC Re.

Premiums from the reinsurance of vehicle service contracts are recognized over the life of the policy in proportion to expected costs of servicing those contracts.  Expected costs are determined based on our historical claims experience.  Claims are expensed through a provision for claims in the period the claim was incurred.  Capitalized acquisition costs are comprised of premium taxes and are amortized as general and administrative expense over the life of the contracts in proportion to premiums earned.  A summary of reinsurance activity is as follows:
 
(In thousands)
 
For the Three Months Ended March 31,
 
   
2012
 
2011
 
Net assumed written premiums
  $ 16,290   $ 14,386  
Net premiums earned
    10,770     8,543  
Provision for claims
    8,552     6,599  
Amortization of capitalized acquisition costs
    279     213  

We are considered the primary beneficiary of the trusts and as a result, the trusts have been consolidated on our balance sheet.  The trust assets and related reinsurance liabilities are as follows:
 
(In thousands)
   
As of
 
 
Balance Sheet location
 
March 31, 2012
 
December 31, 2011
 
Trust assets
Restricted cash and cash equivalents
  $ 46,423   $ 42,026  
Unearned premium
Accounts payable and accrued liabilities
    37,855     32,335  
Claims reserve (1)
Accounts payable and accrued liabilities
    1,406     1,297  
 
 
(1)
The claims reserve is estimated based on historical claims experience.


 
9
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

Our determination to consolidate the VSC Re trusts was based on the following:

·  
First, we determined that the trusts qualified as variable interest entities.  The trusts have insufficient equity at risk as no parties to the trusts were required to contribute assets that provide them with any ownership interest.
·  
Next, we determined that we have variable interests in the trusts.  We have a residual interest in the assets of the trusts, which is variable in nature, given that it increases or decreases based upon the actual loss experience of the related service contracts.  In addition, VSC Re is required to absorb any losses in excess of the trusts’ assets.
·  
Next, we evaluated the purpose and design of the trusts.  The primary purpose of the trusts is to provide third party administrators (“TPAs”) with funds to pay claims on vehicle service contracts and to accumulate and provide us with proceeds from investment income and residual funds.
·  
Finally, we determined that we are the primary beneficiary of the trusts.  We control the amount of premium written and placed in the trusts through Consumer Loan assignments under our Programs, which is the activity that most significantly impacts the economic performance of the trusts.  We have the right to receive benefits from the trusts that could potentially be significant.  In addition, VSC Re has the obligation to absorb losses of the trusts that could potentially be significant.

Cash and Cash Equivalents

Cash equivalents consist of readily marketable securities with original maturities at the date of acquisition of three months or less.  As of March 31, 2012 and December 31, 2011, we had $4.1 million in cash and cash equivalents that were not insured by the Federal Deposit Insurance Corporation (“FDIC”).

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents increased to $160.1 million as of March 31, 2012 from $104.7 million as of December 31, 2011.  The following table summarizes restricted cash and cash equivalents:
 
(In thousands)
As of
 
 
March 31, 2012
 
December 31, 2011
 
Cash related to secured financings
$ 113,526   $ 62,536  
Cash held in trusts for future vehicle service contract claims (1)
  46,543     42,143  
    Total restricted cash and cash equivalents
$ 160,069   $ 104,679  

 
(1)
The unearned premium and claims reserve associated with the trusts are included in accounts payable and accrued liabilities in the consolidated balance sheets.  As of March 31, 2012, the outstanding cash balance includes $46,423 related to VSC Re and $120 related to a discontinued profit sharing arrangement.  As of December 31, 2011, the outstanding cash balance includes $42,026 related to VSC Re and $117 related to a discontinued profit sharing arrangement.

As of March 31, 2012 and December 31, 2011, we had $101.4 million and $97.5 million, respectively, in restricted cash and cash equivalents that was not insured by the FDIC.
 

 
10
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

Restricted Securities Available for Sale

Restricted securities available for sale consist of amounts held in a trust in accordance with a discontinued vehicle service contract profit sharing arrangement.  We determine the appropriate classification of our investments in debt securities at the time of purchase and reevaluate such determinations at each balance sheet date.  Debt securities for which we do not have the intent or ability to hold to maturity are classified as available for sale, and stated at fair value with unrealized gains and losses, net of income taxes included in the determination of comprehensive income and reported as a component of shareholders’ equity.

Restricted securities available for sale consisted of the following:

(In thousands)
As of March 31, 2012
 
 
Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
 
Corporate bonds
$ 804   $ 17   $ (2 ) $ 819  
                         
(In thousands)
As of December 31, 2011
 
 
Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Estimated Fair Value
 
Corporate bonds
$ 804   $ 13   $ (7 ) $ 810  
 
The cost and estimated fair values of debt securities by contractual maturity were as follows (securities with multiple maturity dates are classified in the period of final maturity). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
(In thousands)
As of
 
 
March 31, 2012
 
December 31, 2011
 
 
Cost
 
Estimated Fair Value
 
Cost
 
Estimated Fair Value
 
Contractual Maturity
               
  Within one year
$ 45   $ 44   $ 45   $ 44  
  Over one year to five years
  759     775     759     766  
    Total restricted securities available for sale
$ 804   $ 819   $ 804   $ 810  

Deferred Debt Issuance Costs

As of March 31, 2012 and December 31, 2011, deferred debt issuance costs were $18.2 million and $18.1 million, respectively, and are included in other assets in the consolidated balance sheets. Expenses associated with the issuance of debt instruments are capitalized and amortized as interest expense over the term of the debt instrument using the effective interest method for asset-backed secured financings (“Term ABS”) and 9.125% First Priority Senior Secured Notes due 2017 (“Senior Notes”) and the straight-line method for lines of credit and revolving secured warehouse (“Warehouse”) facilities.
 

 
11
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Concluded)
 
Derivative and Hedging Instruments

We rely on various sources of financing, some of which contain floating rates of interest and expose us to risks associated with increases in interest rates.  We manage such risk primarily by entering into interest rate cap and interest rate swap agreements (“derivative instruments”).

For derivative instruments that are designated and qualify as hedging instruments, we formally document all relationships between the hedging instruments and hedged items, as well as their risk-management objective and strategy for undertaking various hedge transactions.  This process includes linking all derivative instruments that are designated as cash flow hedges to specific assets and liabilities on the balance sheet.  We also formally assess (both at the hedge’s inception and on a quarterly basis) whether the derivative instruments that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivative instruments may be expected to remain highly effective in the future periods.  The effective portion of changes in the fair value of the derivative instruments is recorded in other comprehensive income, net of income taxes.  If it is determined that a derivative instrument is not (or has ceased to be) highly effective as a hedge, we would discontinue hedge accounting prospectively and the ineffective portion of changes in fair value would be recorded in interest expense.  For derivative instruments not designated as hedges, changes in the fair value of these agreements increase or decrease interest expense.

We recognize derivative instruments as either other assets or accounts payable and accrued liabilities on our consolidated balance sheets.  For additional information regarding our derivative and hedging instruments, see Note 6 to the consolidated financial statements.

New Accounting Updates

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts.  In October 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-26, which amends Topic 944 (Financial Services – Insurance).  ASU No. 2010-26 is intended to address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. The amendments specify which costs incurred in the acquisition of new and renewal contracts should be capitalized.  ASU No. 2010-26 is effective for fiscal years beginning after December 15, 2011. While the guidance in this ASU is required to be applied prospectively upon adoption, retrospective application is also permitted (to all prior periods presented). Early adoption is also permitted, but only at the beginning of an entity’s annual reporting period.  The adoption of ASU No. 2010-26 on January 1, 2012 did not have a material impact on our consolidated financial statements.
 
Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In May 2011, the FASB issued ASU No. 2011-04 which amends Topic 820 (Fair Value Measurement). ASU No. 2011-04 is intended to provide a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. The amendments in ASU No. 2011-04 include changes regarding how and when the valuation premise of highest and best use applies, the application of premiums and discounts, and new required disclosures. ASU No. 2011-04 is to be applied prospectively upon adoption and is effective for interim and annual periods beginning after December 15, 2011 with early adoption prohibited. The adoption of ASU No. 2011-04 on January 1, 2012 did not have a material impact on our consolidated financial statements, but expanded our disclosures related to fair value measurements.
 

 
12
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



4.           LOANS RECEIVABLE

Loans receivable consists of the following:

(In thousands)
As of March 31, 2012
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Loans receivable
$ 1,652,065     $ 245,104     $ 1,897,169  
Allowance for credit losses
  (148,225 )     (11,148 )     (159,373 )
    Loans receivable, net
$ 1,503,840     $ 233,956     $ 1,737,796  
                       
(In thousands)
As of December 31, 2011
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Loans receivable
$ 1,506,539     $ 246,352     $ 1,752,891  
Allowance for credit losses
  (141,712 )     (12,606 )     (154,318 )
    Loans receivable, net
$ 1,364,827     $ 233,746     $ 1,598,573  

A summary of changes in Loans receivable is as follows:

(In thousands)
For the Three Months Ended March 31, 2012
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Balance, beginning of period
$ 1,506,539     $ 246,352     $ 1,752,891  
    New Consumer Loan assignments (1)
  374,392       34,789       409,181  
    Principal collected on Loans receivable
  (269,650 )     (41,145 )     (310,795 )
    Accelerated Dealer Holdback payments
  12,914             12,914  
    Dealer Holdback payments
  33,205             33,205  
    Transfers (2)
  (5,179 )     5,179        
    Write-offs
  (663 )     (98 )     (761 )
    Recoveries (3)
  542       27       569  
    Net change in other loans
  (35 )           (35 )
Balance, end of period
$ 1,652,065     $ 245,104     $ 1,897,169  
                       
(In thousands)
For the Three Months Ended March 31, 2011
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Balance, beginning of period
$ 1,082,039     $ 262,842     $ 1,344,881  
    New Consumer Loan assignments (1)
  336,408       32,726       369,134  
    Principal collected on Loans receivable
  (208,459 )     (45,133 )     (253,592 )
    Accelerated Dealer Holdback payments
  12,045             12,045  
    Dealer Holdback payments
  15,574             15,574  
    Transfers (2)
  (4,596 )     4,596        
    Write-offs
  (351 )     (78 )     (429 )
    Recoveries (3)
  497       16       513  
    Net change in other loans
  230             230  
Balance, end of period
$ 1,233,387     $ 254,969     $ 1,488,356  

 
(1)
The Dealer Loans amount represents advances paid to Dealer-Partners on Consumer Loans assigned under our Portfolio Program.  The Purchased Loans amount represents one-time payments made to Dealer-Partners to purchase Consumer Loans assigned under our Purchase Program.
 
(2)
Under our Portfolio Program, certain events may result in Dealer-Partners forfeiting their rights to Dealer Holdback.  We transfer the Dealer-Partner’s outstanding Dealer Loan balance to Purchased Loans in the period this forfeiture occurs.
 
(3)
Represents collections received on previously written off Loans.
 

 
13
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



4.           LOANS RECEIVABLE – (Continued)

Contractual net cash flows are comprised of the contractual repayments of the underlying Consumer Loans for Dealer and Purchased Loans, less the related Dealer Holdback payments for Dealer Loans.  The difference between the contractual net cash flows and the expected net cash flows is referred to as the nonaccretable difference.  This difference is neither accreted into income nor recorded in our balance sheets.  We do not believe that the contractual net cash flows of our Loan portfolio are relevant in assessing our financial position.  We are contractually owed repayments on many Consumer Loans, primarily those older than 120 months, where we are not forecasting any future net cash flows.

The excess of expected net cash flows over the carrying value of the Loans is referred to as the accretable yield and is recognized on a level-yield basis as finance charge income over the remaining lives of the Loans.  A summary of changes in the accretable yield is as follows:
 
(In thousands)
For the Three Months Ended March 31, 2012
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Balance, beginning of period
$ 508,046     $ 120,082     $ 628,128  
    New Consumer Loan assignments (1)
  157,636       16,112       173,748  
    Finance charge income
  (105,652 )     (20,414 )     (126,066 )
    Forecast changes
  3,504       670       4,174  
    Transfers (2)
  (2,430 )     3,908       1,478  
Balance, end of period
$ 561,104     $ 120,358     $ 681,462  
                       
(In thousands)
For the Three Months Ended March 31, 2011
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Balance, beginning of period
$ 351,569     $ 124,520     $ 476,089  
    New Consumer Loan assignments (1)
  151,360       17,717       169,077  
    Finance charge income
  (84,568 )     (21,935 )     (106,503 )
    Forecast changes
  6,889       326       7,215  
    Transfers (2)
  (2,113 )     3,607       1,494  
Balance, end of period
$ 423,137     $ 124,235     $ 547,372  

 
(1)
The Dealer Loans amount represents the net cash flows expected at the time of assignment on Consumer Loans assigned under our Portfolio Program, less the related advances paid to Dealer-Partners.  The Purchased Loans amount represents the net cash flows expected at the time of assignment on Consumer Loans assigned under our Purchase Program, less the related one-time payments made to Dealer-Partners.
 
(2)
Under our Portfolio Program, certain events may result in Dealer-Partners forfeiting their rights to Dealer Holdback.  We transfer the Dealer-Partner’s outstanding Dealer Loan balance and related expected future net cash flows to Purchased Loans in the period this forfeiture occurs.

Additional information related to new Consumer Loan assignments is as follows:
 
(In thousands)
For the Three Months Ended March 31, 2012
 
 
Dealer Loans
 
Purchased Loans
 
Total
 
 Contractual net cash flows at the time of assignment (1)
$ 575,982   $ 71,185   $ 647,167  
 Expected net cash flows at the time of assignment (2)
  532,028     50,901     582,929  
 Fair value at the time of assignment (3)
  374,392     34,789     409,181  
                   
(In thousands)
For the Three Months Ended March 31, 2011
 
 
Dealer Loans
 
Purchased Loans
 
Total
 
 Contractual net cash flows at the time of assignment (1)
$ 522,980   $ 68,487   $ 591,467  
 Expected net cash flows at the time of assignment (2)
  487,768     50,443     538,211  
 Fair value at the time of assignment (3)
  336,408     32,726     369,134  
 
 
(1)
The Dealer Loans amount represents the repayments that we were contractually owed at the time of assignment on Consumer Loans assigned under our Portfolio Program, less the related Dealer Holdback payments that we would be required to make if we collected all of the contractual repayments.  The Purchased Loans amount represents the repayments that we were contractually owed at the time of assignment on Consumer Loans assigned under our Purchase Program.
 
(2)
The Dealer Loans amount represents the repayments that we expected to collect at the time of assignment on Consumer Loans assigned under our Portfolio Program, less the related Dealer Holdback payments that we expected to make.  The Purchased Loans amount represents the repayments that we expected to collect at the time of assignment on Consumer Loans assigned under our Purchase Program.
 
(3)
The Dealer Loans amount represents advances paid to Dealer-Partners on Consumer Loans assigned under our Portfolio Program.  The Purchased Loans amount represents one-time payments made to Dealer-Partners to purchase Consumer Loans assigned under our Purchase Program.


 
14
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



4.           LOANS RECEIVABLE – (Continued)
 
Credit Quality

We monitor and evaluate the credit quality of Consumer Loans assigned under our Portfolio and Purchase Programs on a monthly basis by comparing our current forecasted collection rates to our initial expectations.  For additional information regarding credit quality, see Note 3 to the consolidated financial statements.  The following table compares our forecast of Consumer Loan collection rates as of March 31, 2012, with the forecasts as of December 31, 2011, and at the time of assignment, segmented by year of assignment:

   
Forecasted Collection Percentage as of (1)
   
Variance in Forecasted Collection Percentage from
 
Consumer Loan Assignment Year
 
March 31,
 2012
   
December 31,
 2011
   
Initial
Forecast
   
December 31,
 2011
   
Initial
 Forecast
 
2003
  73.7 %   73.7 %   72.0 %   0.0 %   1.7 %
2004
  73.0 %   73.0 %   73.0 %   0.0 %   0.0 %
2005
  73.6 %   73.6 %   74.0 %   0.0 %   -0.4 %
2006
  70.0 %   70.0 %   71.4 %   0.0 %   -1.4 %
2007
  68.1 %   68.1 %   70.7 %   0.0 %   -2.6 %
2008
  70.1 %   70.0 %   69.7 %   0.1 %   0.4 %
2009
  79.5 %   79.4 %   71.9 %   0.1 %   7.6 %
2010
  76.9 %   76.8 %   73.6 %   0.1 %   3.3 %
2011
  73.0 %   73.2 %   72.5 %   -0.2 %   0.5 %

 
(1)
Represents the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment.  Contractual repayments include both principal and interest.

Advances paid to Dealer-Partners on Consumer Loans assigned under our Portfolio Program and one-time payments made to Dealer-Partners to purchase Consumer Loans assigned under our Purchase Program are aggregated into pools for purposes of recognizing revenue and evaluating impairment.  As a result of this aggregation, we are not able to segment the carrying value of the majority of our Loan portfolio by year of assignment.  The following table summarizes Loan pools based on the performance of the underlying pool of Consumer Loans:
 
(In thousands)
As of March 31, 2012
 
 
Loan Pool Performance Meets or Exceeds Initial Estimates
 
Loan Pool Performance Less than Initial Estimates
 
 
Dealer
 Loans
 
Purchased
 Loans
 
Total
 
Dealer
 Loans
   
Purchased
 Loans
   
Total
 
Loans receivable
$ 529,085   $ 189,572   $ 718,657   $ 1,122,980     $ 55,532     $ 1,178,512  
Allowance for credit losses
              (148,225 )     (11,148 )     (159,373 )
    Loans receivable, net
$ 529,085   $ 189,572   $ 718,657   $ 974,755     $ 44,384     $ 1,019,139  
                                         
(In thousands)
As of December 31, 2011
 
 
Loan Pool Performance Meets or Exceeds Initial Estimates
 
Loan Pool Performance Less than Initial Estimates
 
 
Dealer
Loans
 
Purchased
 Loans
 
Total
 
Dealer
 Loans
   
Purchased
 Loans
   
Total
 
Loans receivable
$ 511,926   $ 192,502   $ 704,428   $ 994,613     $ 53,850     $ 1,048,463  
Allowance for credit losses
              (141,712 )     (12,606 )     (154,318 )
    Loans receivable, net
$ 511,926   $ 192,502   $ 704,428   $ 852,901     $ 41,244     $ 894,145  
 

 
15
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



4.           LOANS RECEIVABLE – (Concluded)
 
A summary of changes in the allowance for credit losses is as follows:

(In thousands)
For the Three Months Ended March 31, 2012
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Balance, beginning of period
$ 141,712     $ 12,606     $ 154,318  
    Provision for credit losses
  6,634       (1,387 )     5,247  
    Write-offs
  (663 )     (98 )     (761 )
    Recoveries (1)
  542       27       569  
Balance, end of period
$ 148,225     $ 11,148     $ 159,373  
                       
(In thousands)
For the Three Months Ended March 31, 2011
 
 
Dealer Loans
   
Purchased Loans
   
Total
 
Balance, beginning of period
$ 113,227     $ 13,641     $ 126,868  
    Provision for credit losses
  9,428       (512 )     8,916  
    Write-offs
  (351 )     (78 )     (429 )
    Recoveries (1)
  497       16       513  
Balance, end of period
$ 122,801     $ 13,067     $ 135,868  

 
(1)
Represents collections received on previously written off Loans.
 

 
16
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



5.           DEBT

We currently utilize the following primary forms of debt financing: (1) a revolving secured line of credit; (2) Warehouse facilities; (3) Term ABS financings and (4) Senior Notes.  General information for each of our financing transactions in place as of March 31, 2012 is as follows:
 
(Dollars in thousands)
                       
Financings
 
Wholly-owned Subsidiary
 
Close Date
 
Maturity Date
 
Financing Amount
 
Interest Rate as of March 31, 2012
Revolving Secured Line of Credit
 
n/a
 
06/17/2011
 
06/22/2014
   
 $
 205,000
 
At our option, either LIBOR plus 225 basis points or the prime rate plus 125 basis points
Warehouse Facility II (1)
 
CAC Warehouse Funding Corp. II
 
06/17/2011
 
06/17/2014
(2)
 
$
325,000
 
Commercial paper rate plus 275 basis points or LIBOR plus 375 basis points (3) (4)
Warehouse Facility III (1)
 
CAC Warehouse Funding III, LLC
 
09/10/2010
 
09/10/2013
(5)
 
$
75,000
 
Commercial paper rate plus 160 basis points or LIBOR plus 160 basis points (3) (4)
Warehouse Facility IV (1)
 
CAC Warehouse Funding LLC IV
 
08/19/2011
 
02/19/2014
(2)
 
$
 75,000
 
 LIBOR plus 275 basis points (4)
Term ABS 2010-1 (1)
 
Credit Acceptance Funding LLC 2010-1
 
11/04/2010
 
10/15/2012
(2)
 
 $
 100,500
 
Fixed rate
Term ABS 2011-1 (1)
 
Credit Acceptance Funding LLC 2011-1
 
10/06/2011
 
09/16/2013
(2)
 
 $
 200,500
 
Fixed rate
Term ABS 2012-1 (1)
 
Credit Acceptance Funding LLC 2012-1
 
03/29/2012
 
03/17/2014
(2)
 
$
 201,250
 
Fixed rate
Senior Notes
 
n/a
 
(6)
 
02/01/2017
   
$
 350,000
 
Fixed rate

 
(1)
Financing made available only to a specified subsidiary of the Company.
 
(2)
Represents the revolving maturity date.  The outstanding balance will amortize after the maturity date based on the cash flows of the pledged assets.
 
(3)
The LIBOR rate is used if funding is not available from the commercial paper market.
 
(4)
Interest rate cap agreements are in place to limit the exposure to increasing interest rates.
 
(5)
Represents the revolving maturity date.  The outstanding balance will amortize after the revolving maturity date and any amounts remaining on September 10, 2014 will be due.
 
(6)
The close dates associated with the issuance of $250.0 million and $100.0 million of the Senior Notes were on February 1, 2010 and March 3, 2011, respectively.
 

 
17
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



5.           DEBT – (Continued)

Additional information related to the amounts outstanding on each facility is as follows:
 
(In thousands)
 
For the Three Months Ended March 31,
 
   
2012
 
2011
 
Revolving Secured Line of Credit
         
       Maximum outstanding balance
 
$
185,500
 
$
149,700
 
       Average outstanding balance
   
102,681
   
86,538
 
               
Warehouse Facility II
             
       Maximum outstanding balance
 
$
177,200
 
$
180,600
 
       Average outstanding balance
   
158,870
   
124,633
 
               
Warehouse Facility III
             
       Maximum outstanding balance
 
$
73,000
 
$
40,000
 
       Average outstanding balance
   
67,301
   
35,489
 
               
Warehouse Facility IV
             
       Maximum outstanding balance
 
$
39,600
 
$
 
       Average outstanding balance
   
37,905
   
 
 

 
18
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



5.           DEBT – (Continued)

(Dollars in thousands)
 
As of
 
   
March 31, 2012
   
December 31, 2011
 
Revolving Secured Line of Credit
               
    Balance outstanding
 
$
 173,600
   
$
43,900
 
    Amount available for borrowing (1)
   
 31,400
     
161,100
 
    Interest rate
   
2.50
%
   
2.55
%
                 
Warehouse Facility II
               
    Balance outstanding
 
$
 7,000
   
$
163,200
 
    Amount available for borrowing  (1)
   
 318,000
     
161,800
 
    Loans pledged as collateral
   
 119,667
     
242,119
 
    Restricted cash and cash equivalents pledged as collateral
   
 7,513
     
6,117
 
    Interest rate
   
2.93
%
   
2.99
%
                 
Warehouse Facility III
               
    Balance outstanding
 
$
 57,700
   
$
70,000
 
    Amount available for borrowing (1)
   
 17,300
     
5,000
 
    Loans pledged as collateral
   
 86,019
     
91,601
 
    Restricted cash and cash equivalents pledged as collateral
   
 5,004
     
3,321
 
    Interest rate
   
1.84
%
   
1.89
%
                 
Warehouse Facility IV
               
    Balance outstanding
 
$
 37,600
   
$
37,500
 
    Amount available for borrowing (1)
   
 37,400
     
37,500
 
    Loans pledged as collateral
   
 60,296
     
62,260
 
    Restricted cash and cash equivalents pledged as collateral
   
 3,254
     
2,188
 
    Interest rate
   
2.99
%
   
3.05
%
                 
Term ABS 2009-1
               
    Balance outstanding
 
$
 –
   
$
27,581
 
    Loans pledged as collateral
   
 –
     
105,209
 
    Restricted cash and cash equivalents pledged as collateral
   
 410
     
13,526
 
    Interest rate
   
 –
     
5.68
%
                 
Term ABS 2010-1
               
    Balance outstanding
 
$
 100,500
   
$
100,500
 
    Loans pledged as collateral
   
 125,609
     
125,541
 
    Restricted cash and cash equivalents pledged as collateral
   
 17,493
     
14,116
 
    Interest rate
   
2.36
%
   
2.36
%
                 
Term ABS 2011-1
               
    Balance outstanding
 
$
 200,500
   
$
200,500
 
    Loans pledged as collateral
   
 250,186
     
248,167
 
    Restricted cash and cash equivalents pledged as collateral
   
 29,028
     
23,268
 
    Interest rate
   
2.90
%
   
2.90
%
                 
Term ABS 2012-1
               
    Balance outstanding
 
$
 201,250
   
$
 –
 
    Loans pledged as collateral
   
 248,752
     
 –
 
    Restricted cash and cash equivalents pledged as collateral
   
 50,824
     
 –
 
    Interest rate
   
2.38
%
   
 –
 
                 
Senior Notes
               
    Balance outstanding (2)
 
$
 350,354
   
$
350,378
 
    Interest rate
   
9.13
%
   
9.13
%
 
(1)  
Availability may be limited by the amount of assets pledged as collateral.
(2)  
As of March 31, 2012 and December 31, 2011, the outstanding balance presented for the Senior Notes includes a net unamortized debt premium of $0.4 million.


 
19
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



5.           DEBT – (Continued)

Revolving Secured Line of Credit Facility

We have a $205.0 million revolving secured line of credit facility with a commercial bank syndicate.

Borrowings under the revolving secured line of credit facility, including any letters of credit issued under the facility, are subject to a borrowing-base limitation.  This limitation equals 80% of the net book value of Loans, less a hedging reserve (not exceeding $1.0 million), and the amount of other debt secured by the collateral which secures the revolving secured line of credit facility.  Borrowings under the revolving secured line of credit facility agreement are secured by a lien on most of our assets.

Warehouse Facilities

We have three Warehouse facilities with total borrowing capacity of $475.0 million.  Each of the facilities are with different institutional investors, and the facility limit is $325.0 million for Warehouse Facility II and $75.0 million for both Warehouse Facility III and IV.

Under each Warehouse facility, we can contribute Loans to our wholly-owned subsidiaries in return for cash and equity in each subsidiary.  In turn, each subsidiary pledges the Loans as collateral to institutional investors to secure financing that will fund the cash portion of the purchase price of the Loans.  The financing provided to each subsidiary under the applicable facility is limited to the lesser of 80% of the net book value of the contributed Loans plus the cash collected on such Loans or the facility limit.

The financings create indebtedness for which the subsidiaries are liable and which is secured by all the assets of each subsidiary.  Such indebtedness is non-recourse to us, even though we are consolidated for financial reporting purposes with the subsidiaries.  Because the subsidiaries are organized as legal entities separate from us, their assets (including the contributed Loans) are not available to our creditors.

Interest on borrowings under Warehouse Facility II has been limited through interest rate cap agreements to a maximum rate of 6.75% plus the spread over the LIBOR rate or the commercial paper rate, as applicable.  Interest on borrowings for a portion of Warehouse Facility III has been limited through an interest rate cap agreement to a maximum rate of 6.75% plus the spread over the LIBOR rate or the commercial paper rate, as applicable.  Interest on borrowings for Warehouse Facility IV has also been limited through an interest rate cap agreement to a maximum rate of 5.50% plus the spread over the LIBOR rate.  For additional information, see Note 6 of these consolidated financial statements.

The subsidiaries pay us a monthly servicing fee equal to 6% of the collections received with respect to the contributed Loans.  The fee is paid out of the collections.  Except for the servicing fee and holdback payments due to Dealer-Partners, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs have been paid in full.  If a facility is not amortizing, the applicable subsidiary may be entitled to retain a portion of such collections provided that the borrowing base requirements of the facility are satisfied.

Term ABS Financings

In 2009, 2010, 2011 and 2012, four of our wholly-owned subsidiaries (the “Funding LLCs”), completed secured financing transactions with qualified institutional investors.  In connection with these transactions, we contributed Loans on an arms-length basis to each Funding LLC for cash and the sole membership interest in that Funding LLC.  In turn, each Funding LLC contributed the Loans to a respective trust that issued notes to qualified institutional investors.  The Term ABS 2009-1, 2010-1, 2011-1 and 2012-1 transactions each consist of three classes of notes.  The Class A and Class B Notes for each Term ABS financing bear interest.  The Class C Notes for each Term ABS financing do not bear interest and have been retained by us.

Each financing at the time of issuance has a specified revolving period during which we may be required, and are likely, to contribute additional Loans to each Funding LLC.  Each Funding LLC will then contribute the Loans to their respective trust.  At the end of the revolving period, the debt outstanding under each financing will begin to amortize.


 
20
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



5.           DEBT – (Continued)

The financings create indebtedness for which the trusts are liable and which is secured by all the assets of each trust.  Such indebtedness is non-recourse to us, even though we are consolidated for financial reporting purposes with the trusts and the Funding LLCs.  Because the Funding LLCs are organized as legal entities separate from us, their assets (including the contributed Loans) are not available to our creditors.  We receive a monthly servicing fee on each financing equal to 6% of the collections received with respect to the contributed Loans.  The fee is paid out of the collections.  Except for the servicing fee and Dealer Holdback payments due to Dealer-Partners, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs have been paid in full.  If a facility is not amortizing, the applicable subsidiary may be entitled to retain a portion of such collections provided that the borrowing base requirements of the facility are satisfied.  However, in our capacity as servicer of the  Loans, we do have a limited right to exercise a “clean-up call” option to purchase Loans from the Funding LLCs and/or the trusts under certain specified circumstances.  Alternatively, when a trust’s underlying indebtedness is paid in full, either through collections or through a prepayment of the indebtedness, the trust is to pay any remaining collections over to its Funding LLC as the sole beneficiary of the trust.  The collections will then be available to be distributed to us as the sole member of the respective Funding LLC.

The table below sets forth certain additional details regarding the outstanding Term ABS Financings:
 
(Dollars in thousands)
           
Term ABS Financings
 
Close Date
 
Net Book Value of Dealer Loans Contributed at Closing
 
Revolving Period
Term ABS 2010-1
 
November 4, 2010
 
$
126,751
 
24 months
(Through October 15, 2012)
Term ABS 2011-1
 
October 6, 2011
 
$
250,827
 
24 months
(Through September 16, 2013)
Term ABS 2012-1
 
March 29, 2012
 
$
251,681
 
24 months
(Through March 17, 2014)

Senior Notes

We have outstanding $350.0 million aggregate principal amount of our 9.125% First Priority Senior Secured Notes due 2017, $100.0 million of which we issued on March 3, 2011 and $250.0 million of which we issued on February 1, 2010.  The Senior Notes are governed by an indenture, dated as of February 1, 2010, as amended and supplemented (the “Indenture”), among us, as the issuer; our subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc., as guarantors (the “Guarantors”); and U.S. Bank National Association, as trustee.  The Senior Notes issued on March 3, 2011 have the same terms as the previously issued Senior Notes, other than issue price and issue date, and all of the Senior Notes are treated as a single class under the Indenture.

The Senior Notes mature on February 1, 2017 and bear interest at a rate of 9.125% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months and payable semi-annually on February 1 and August 1 of each year.  The Senior Notes issued on March 3, 2011 were issued at a price of 106.0% of their aggregate principal amount, resulting in gross proceeds of $106.0 million, and a yield to maturity of 7.83% per annum.  The Senior Notes issued on February 1, 2010 were issued at a price of 97.495% of their aggregate principal amount, resulting in gross proceeds of $243.7 million, and a yield to maturity of 9.625% per annum.  The premium with respect to the Senior Notes issued on March 3, 2011 and the discount with respect to the Senior Notes issued on February 1, 2010 are being amortized over the life of the Senior Notes using the effective interest method.

The Senior Notes are guaranteed on a senior secured basis by the Guarantors, which are also guarantors of obligations under our revolving secured line of credit facility.  Other existing and future subsidiaries of ours may become guarantors of the Senior Notes.  The Senior Notes and the Guarantors’ Senior Note guarantees are secured on a first-priority basis (subject to specified exceptions and permitted liens), together with all indebtedness outstanding from time to time under the revolving secured line of credit facility and, under certain circumstances, certain future indebtedness, by a security interest in substantially all of our assets and those of the Guarantors, subject to certain exceptions such as real property, cash (except to the extent it is deposited with the collateral agent), certain leases, and equity interests of our subsidiaries (other than those of specified subsidiaries including the Guarantors).  Our assets and those of the Guarantors securing the Senior Notes and the Senior Note guarantees will not include our assets transferred to special purpose subsidiaries in connection with Warehouse facilities and Term ABS financings and will generally be the same as the collateral securing indebtedness under the revolving secured line of credit facility and, under certain circumstances, certain future indebtedness, subject to certain limited exceptions as provided in the security and intercreditor agreements related to the revolving secured line of credit facility.

 
21
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



5.           DEBT – (Concluded)

Debt Covenants

As of March 31, 2012, we were in compliance with all our debt covenants relating to the revolving secured line of credit facility, including those that require the maintenance of certain financial ratios and other financial conditions.  These covenants require a minimum ratio of our earnings before interest, taxes and non-cash expenses to fixed charges.  These covenants also limit the maximum ratio of our funded debt to tangible net worth.  Additionally, we must maintain consolidated net income of not less than $1 for the two most recently ended fiscal quarters.  Some of these debt covenants may indirectly limit the repurchase of common stock or payment of dividends on common stock.

Our Warehouse facilities and Term ABS financings also contain covenants that measure the performance of the contributed assets.  As of March 31, 2012, we were in compliance with all such covenants.  As of the end of the quarter, we were also in compliance with our covenants under the Indenture.  The Indenture includes covenants that limit the maximum ratio of our funded debt to tangible net worth and also require a minimum collateral coverage ratio.

6.           DERIVATIVE AND HEDGING INSTRUMENTS

Interest Rate Caps.  We utilize interest rate cap agreements to manage the interest rate risk on our Warehouse facilities.  The following table provides the terms of our interest rate cap agreements that were in effect as of both March 31, 2012 and December 31, 2011:
 
Facility
(in millions)
 
Facility Name
 
Purpose
 
Start
 
End
 
Notional
(in millions)
 
Cap Interest Rate (1)
$
 325.0
 
Warehouse Facility II
 
Cap Floating Rate
 
09/2010
 
06/2013
 
$
 325.0
 
6.75
%
 
 75.0
 
Warehouse Facility III
 
Cap Floating Rate
 
09/2010
 
09/2013
   
 37.5
 
6.75
%
 
 75.0
 
Warehouse Facility IV
 
Cap Floating Rate
 
08/2011
 
03/2014
   
 75.0
 
5.50
%

 
(1)
Rate excludes the spread over the LIBOR rate or the commercial paper rate, as applicable.

The interest rate caps have not been designated as hedging instruments.

Information related to the fair values of derivative instruments in our consolidated balance sheets as of March 31, 2012 and December 31, 2011 is as follows:
 
(In thousands)
   
Fair Value as of
 
 
 Balance Sheet location
 
March 31, 2012
 
December 31, 2011
 
Derivatives not designated as hedging instruments
               
Asset Derivatives
               
Interest rate caps
 Other assets
 
$
2
 
$
16
 
                 
 

 
22
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)



6.           DERIVATIVE AND HEDGING INSTRUMENTS – (Concluded)

Information related to the effect of derivative instruments designated as hedging instruments in our consolidated financial statements for the three months ended March 31, 2012 and 2011 is as follows:
 
(In thousands)
                     
 Derivatives in Cash Flow Hedging Relationships
 
(Loss) / Gain Recognized in OCI on Derivative
(Effective Portion)
 
(Loss) / Gain Reclassified from Accumulated OCI into Income (Effective Portion)
 
For the Three Months Ended March 31,
     
For the Three Months Ended March 31,
 
2012
 
2011
 
 Location
 
2012
 
2011
 
Interest rate swap
 
$
 
$
(8
)
 Interest expense
 
$
 
$
(69
)
 
Information related to the effect of derivative instruments not designated as hedging instruments on our consolidated statements of income for the three months ended March 31, 2012 and 2011 is as follows:
 
(In thousands)
             
 Derivatives Not Designated as Hedging Instruments
   
Amount of (Loss) / Gain Recognized in Income on Derivatives
   
For the Three Months Ended March 31,
 Location
 
2012
   
2011
 
Interest rate caps
 Interest expense
 
$
(14
)
 
$
(20
)

 7.           FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate their value.
 
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents.  The carrying amount of cash and cash equivalents and restricted cash and cash equivalents approximate their fair value due to the short maturity of these instruments.

Restricted Securities Available for Sale.  Restricted securities consist of amounts held in trusts by TPAs to pay claims on vehicle service contracts.  Securities for which we do not have the intent or ability to hold to maturity are classified as available for sale and stated at fair value.  The fair value of restricted securities are based on quoted market values.

Net Investment in Loans Receivable.  Loans receivable, net represents our net investment in Loans.  The fair value is determined by calculating the present value of future Loan payment inflows and Dealer Holdback outflows estimated by us utilizing a discount rate comparable with the rate used to calculate our allowance for credit losses.

Derivative Instruments.  The fair value of interest rate caps and interest rate swaps are based on quoted prices for similar instruments in active markets, which are influenced by a number of factors, including interest rates, notional amount of the derivative, and number of months until maturity.

Liabilities.  The fair values of our Term ABS financings and our Senior Notes are determined using quoted market prices.  For our Revolving Secured Line of Credit, our Warehouse Facilities and our mortgage note, the fair values are calculated using the estimated value of each debt instrument based on current rates for debt with similar risk profiles and maturities.
 

 
23
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)


7.           FAIR VALUE OF FINANCIAL INSTRUMENTS – (Continued)

A comparison of the carrying value and estimated fair value of these financial instruments is as follows:
 
(In thousands)
                 
   
As of March 31, 2012
 
As of December 31, 2011
 
   
Carrying Amount
 
Estimated Fair Value
 
Carrying Amount
 
Estimated Fair Value
 
Assets
                 
    Cash and cash equivalents
 
$
4,691
 
$
4,691
 
$
4,657
 
$
4,657
 
    Restricted cash and cash equivalents
   
160,069
   
160,069
   
104,679
   
104,679
 
    Restricted securities available for sale
   
819
   
819
   
810
   
810
 
    Net investment in Loans receivable
   
1,737,796
   
1,754,610
   
1,598,573
   
1,615,009
 
    Derivative instruments
   
2
   
2
   
16
   
16
 
                           
Liabilities
                         
    Revolving secured line of credit
 
$
173,600
 
$
173,600
 
$
43,900
 
$
43,900
 
    Secured financing
   
604,550
   
608,006
   
599,281
   
598,622
 
    Mortgage note
   
4,227
   
4,227
   
4,288
   
4,288
 
    Senior notes
   
350,354
   
378,000
   
350,378
   
365,500
 
 
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  We group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  These levels are:

Level 1
Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market.  These unobservable assumptions reflect estimates or assumptions that market participants would use in pricing the asset or liability.


 
24
 
 

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (CONTINUED)
(UNAUDITED)


7.           FAIR VALUE OF FINANCIAL INSTRUMENTS – (Concluded)

The following table provides the level of measurement used to determine the fair value for each of our financial instruments on a recurring basis, as of March 31, 2012 and December 31, 2011:
 
(In thousands)
               
 
As of March 31, 2012
 
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
 
Assets
               
    Cash and cash equivalents
$ 4,691   $   $   $ 4,691  
    Restricted cash and cash equivalents
  160,069             160,069  
    Restricted securities available for sale
  819             819  
    Net investment in Loans receivable
          1,754,610     1,754,610  
    Derivative instruments
      2         2  
                         
Liabilities
                       
    Revolving secured line of credit
$   $ 173,600   $   $ 173,600  
    Secured financing
      608,006         608,006