Overview


We are a specialty finance company. Our business is to purchase and service
retail automobile contracts originated primarily by franchised automobile
dealers and, to a lesser extent, by select independent dealers in the United
States in the sale of new and used automobiles, light trucks and passenger vans.
Through our automobile contract purchases, we provide indirect financing to the
customers of dealers who have limited credit histories or past credit problems,
who we refer to as sub-prime customers. We serve as an alternative source of
financing for dealers, facilitating sales to customers who otherwise might not
be able to obtain financing from traditional sources, such as commercial banks,
credit unions and the captive finance companies affiliated with major automobile
manufacturers. In addition to purchasing installment purchase contracts directly
from dealers, we also originate vehicle purchase money loans by lending directly
to consumers and have (i) acquired installment purchase contracts in four merger
and acquisition transactions, and (ii) purchased immaterial amounts of vehicle
purchase money loans from non-affiliated lenders. In this report, we refer to
all of such contracts and loans as "automobile contracts."



We were incorporated and began our operations in March 1991. From inception
through September 30, 2021, we have originated a total of approximately $17.8
billion of automobile contracts, primarily by purchasing retail installment
sales contracts from dealers, and to a lesser degree, by originating loans
secured by automobiles directly with consumers. In addition, we acquired a total
of approximately $822.3 million of automobile contracts in mergers and
acquisitions in 2002, 2003, 2004 and 2011. Recent contract purchase volumes and
managed portfolio levels are shown in the table below:



                                                                 $ in thousands
                                                        Contracts
                                                       Purchased in       Managed Portfolio
                      Period                              Period            at Period End
                       2015                                 1,060,538             2,031,136
                       2016                                 1,088,785             2,308,070
                       2017                                   859,069             2,333,530
                       2018                                   902,416             2,380,847
                       2019                                 1,002,782             2,416,042
                       2020                                   742,584             2,174,972
       Nine months ended September 30, 2021                   818,341             2,184,142




In May 2021, we entered into arrangements with two non-affiliated entities for
whom we originate certain receivables with the intention of selling them to the
respective non-affiiliates. Depending on the program, we may or may not continue
to service receivables after they are sold. Under these programs, we earn fees
for originating the receivable and also servicing fees in the case where we
retain the servicing. For the nine months ended September 30, 2021, we
originated $23.7 million under these third-party programs. As of September 30,
2021, our managed portfolio includes $22.6 million of such third-party
receivables.



Our principal executive offices are in Las Vegas, Nevada. Most of our
operational and administrative functions take place in Irvine, California.
Credit and underwriting functions are performed primarily in that California
branch with certain of these functions also performed in our Florida and Nevada
branches. We service our automobile contracts from our California, Nevada,
Virginia, Florida and Illinois branches.



The programs we offer to dealers and consumers are intended to serve a wide
range of sub-prime customers, primarily through franchised new car dealers. We
originate automobile contracts with the intention of financing them on a
long-term basis through securitizations. Securitizations are transactions in
which we sell a specified pool of contracts to a special purpose subsidiary of
ours, which in turn issues asset-backed securities to fund the purchase of

the
pool of contracts from us.





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Securitization and Warehouse Credit Facilities


Throughout the period for which information is presented in this report, we have
purchased automobile contracts with the intention of financing them on a
long-term basis through securitizations, and on an interim basis through
warehouse credit facilities. All such financings have involved identification of
specific automobile contracts, sale of those automobile contracts (and
associated rights) to one of our special-purpose subsidiaries, and issuance of
asset-backed securities to be purchased by institutional investors. Depending on
the structure, these transactions may be accounted for under generally accepted
accounting principles as sales of the automobile contracts or as secured
financings. All of our active securitizations are structured as secured
financings.



When structured to be treated as a secured financing for accounting purposes,
the subsidiary is consolidated with us. Accordingly, the sold automobile
contracts and the related debt appear as assets and liabilities, respectively,
on our consolidated balance sheet. We then periodically (i) recognize interest
and fee income on the contracts, and (ii) recognize interest expense on the
securities issued in the transaction. For automobile contracts acquired after
2017 we take account of estimated credit losses in our computation of a level
yield used to determine recognition of interest on the contracts. For contracts
acquired before 2018, we adopted CECL on January 1, 2020 and we may, as
circumstances warrant, record as expense provisions for credit losses, as we did
during the year ended December 31, 2020 because of the uncertainty related

to
the pandemic.



Since 1994 we have conducted 90 term securitizations of automobile contracts
that we originated. As of September 30, 2021, 20 of those securitizations are
active and all are structured as secured financings. Since September 2010 we
have utilized senior subordinated structures without any financial guarantees.
We have generally conducted our securitizations on a quarterly basis, near the
end of each calendar quarter, resulting in four securitizations per calendar
year. However, in 2015 and 2020, we closed only three term securitization
transactions in each calendar year rather than four.



Our recent history of term securitizations is summarized in the table below:



                           Recent Asset-Backed Term Securitizations
                                                                   $ in thousands
                                                                        Receivables Pledged
                                                      Number of Term          in Term
                      Period                          Securitizations     Securitizations
                       2015                                  3          $            795,000
                       2016                                  4                     1,214,997
                       2017                                  4                       870,000
                       2018                                  4                       883,452
                       2019                                  4                     1,014,124
                       2020                                  3                       741,867
       Nine months ended September 30, 2021                  3                       785,000




Generally, prior to a securitization transaction we fund our automobile contract
purchases primarily with proceeds from warehouse credit facilities. We
previously had short-term funding capacity of $300 million, comprising three
credit facilities. The first $100 million credit facility was established in May
2012. This facility was most recently renewed in December 2020, extending the
revolving period to December 2022, with an optional amortization period through
December 2023. In November 2015, we entered into another $100 million facility.
This facility was renewed in November 2017 and again in December 2019, extending
the revolving period to December 2021, followed by an amortization period to
December 2023. In April 2015, we entered into a $100 million facility that was
renewed in April 2017 and again in February 2019. We repaid the outstanding
balance for this facility at its maturity date in February 2021 and elected not
to renew it. We currently have short-term funding capacity of $200 million.



In a securitization and in our warehouse credit facilities, we are required to
make certain representations and warranties, which are generally similar to the
representations and warranties made by dealers in connection with our purchase
of the automobile contracts. If we breach any of our representations or
warranties, we will be obligated to repurchase the automobile contract at a
price equal to the principal balance plus accrued and unpaid interest. We may
then be entitled under the terms of our dealer agreement to require the selling
dealer to repurchase the contract at a price equal to our purchase price, less
any principal payments made by the customer. Subject to any recourse against
dealers, we will bear the risk of loss on repossession and resale of vehicles
under automobile contracts that we repurchase.





  27






In a securitization, the related special purpose subsidiary may be unable to
release excess cash to us if the credit performance of the securitized
automobile contracts falls short of pre-determined standards. Such releases
represent a material portion of the cash that we use to fund our operations. An
unexpected deterioration in the performance of securitized automobile contracts
could therefore have a material adverse effect on both our liquidity and results
of operations.


Receivables we originate and service for third-parties are not pledged to our warehouse facilities or included in our securitizations.





Financial Covenants



Certain of our securitization transactions and our warehouse credit facilities
contain various financial covenants requiring certain minimum financial ratios
and results. Such covenants include maintaining minimum levels of liquidity and
net worth and not exceeding maximum leverage levels. In addition, certain of our
debt agreements other than our term securitizations contain cross-default
provisions. Such cross-default provisions would allow the respective creditors
to declare a default if an event of default occurred with respect to other
indebtedness of ours, but only if such other event of default were to be
accompanied by acceleration of such other indebtedness. As of September 30,
2021, we were in compliance with all such covenants.



Results of Operations


Comparison of Operating Results for the three months ended September 30, 2021 with the three months ended September 30, 2020





Revenues. During the three months ended September 30, 2021, our revenues were
$68.6 million, a decrease of $2.1 million, or 3.0%, from the prior year revenue
of $70.7 million. The primary reason for the decrease in revenues is a decrease
in interest income. Interest income for the three months ended September 30,
2021 decreased $5.6 million, or 7.7%, to $67.0 million from $72.6 million in the
prior year. The primary reason for the decrease in interest income is the
continued runoff of our legacy portfolio of finance receivables originated prior
to January 2018, the average balance of which decreased by 51.0% from the prior
period. The decrease in interest from that legacy portion of our portfolio was
partially offset by the increase in our portfolio of receivables measured at
fair value, which are those originated since January 2018. The interest yield on
receivables measured at fair value is reduced to take account of expected losses
and is therefore less than the yield on other finance receivables. The table
below shows the average balances and interest yields of the two components of
our loan portfolio for the three months ended September 30, 2021 and 2020:




                                                   Three Months Ended September 30,
                                          2021                                          2020
                                                        (Dollars in thousands)
                          Average                       Interest        Average                       Interest
                          Balance        Interest        Yield         

Balance        Interest        Yield
  Interest Earning
       Assets
Finance receivables     $   305,820     $   16,067          21.0%     $   624,532     $   29,775          19.1%
Finance receivables
measured at fair

value                     1,837,138         50,951          11.1%       1,646,022         42,807          10.4%
Total                   $ 2,142,958     $   67,018          12.5%     $ 2,270,554     $   72,582          12.8%




Revenues for the three months ended September 30, 2020 are net of a mark down of
$3.2 million to the recorded value of the finance receivables measured at fair
value. The mark downs are estimates based on our evaluation of the appropriate
fair value and future earnings rate of existing receivables compared to recently
acquired receivables and our assessment of potential additional future net
losses arising from the pandemic. Our evaluation of these finance receivables
measured at fair value for the three months ended September 30, 2021 indicated
that no adjustment was required for the period.





  28






Other income was $1.5 million for the three months ended September 30, 2021
compared to $1.2 million for the comparable period in 2020. This 24.9% increase
was primarily driven by the origination and servicing fees we earned from third
party receivables that began in May 2021. These fees were $495,000 for the
quarter ended September 30, 2021.



Expenses. Our operating expenses consist largely of interest expense, provision
for credit losses, employee costs, sales and general and administrative
expenses. Provision for credit losses is affected by the balance and credit
performance of our portfolio of finance receivables (other than our portfolio of
finance receivables measured at fair value, as to which expected credit losses
have the effect of reducing the internal rate of return or the recorded value
applicable to such receivables). Interest expense is significantly affected by
the volume of automobile contracts we purchased during the trailing 12-month
period and the use of our warehouse facilities and asset-backed securitizations
to finance those contracts. Employee costs and general and administrative
expenses are incurred as applications and automobile contracts are received,
processed and serviced. Factors that affect margins and net income include
changes in the automobile and automobile finance market environments, and
macroeconomic factors such as interest rates and changes in the unemployment
level.



Employee costs include base salaries, commissions and bonuses paid to employees,
and certain expenses related to the accounting treatment of outstanding stock
options and are one of our most significant operating expenses. These costs
(other than those relating to stock options) generally fluctuate with the level
of applications and automobile contracts purchased and serviced.



Other operating expenses consist largely of facilities expenses, telephone and other communication services, credit services, computer services, sales and advertising expenses, and depreciation and amortization.





Total operating expenses were $49.0 million for the three months ended September
30, 2021, compared to $64.8 million for the prior period, a decrease of $15.8
million, or 24.3%. The decrease is primarily due to decreases in interest
expense and provisions for credit losses.



Employee costs were $18.2 million during the three months ended September 30,
2021 compared to $19.2 million for the same quarter in the prior year. The table
below summarizes our employees by category as well as contract purchases and
units in our managed portfolio as of, and for the three-month periods ended,
September 30, 2021 and 2020:



                                             Three Months Ended September 30,
                                                2021                   2020
                                                   (Dollars in millions)

Contracts purchased (dollars)             $          326.8       $         

174.0


Contracts purchased (units)                         14,741                 

9,106

Managed portfolio outstanding (dollars) $ 2,184.1 $ 2,250.4 Managed portfolio outstanding (units)

              156,456                

168,071


Number of Originations staff                           170                 

161


Number of Sales staff                                  110                 

94


Number of Servicing staff                              397                 

472


Number of other staff                                   74                 

73


Total number of employees                              751                 

  800




General and administrative expenses include costs associated with purchasing and
servicing our portfolio of finance receivables, including expenses for
facilities, credit services, and telecommunications. General and administrative
expenses were $7.5 million, a decrease from $7.8 million in the previous year
and represented 15.2% of total operating expenses.





  29





Interest expense for the three months ended September 30, 2021 were $18.3 million and represented 37.4% of total operating expenses, compared to $24.9 million in the previous year, when it was 38.4% of total operating expenses.





Interest on securitization trust debt decreased by $6.3 million for the three
months ended September 30, 2021 compared to the prior period. The average
balance of securitization trust debt decreased to $1,819.8 million for the three
months ended September 30, 2021 compared to $1,979.5 million for the three
months ended September 30, 2020. In addition, the blended interest rates on new
term securitizations have declined in 2020 and 2021. The annualized average rate
on our securitization trust debt was 3.4% for the three months ended September
30, 2021 compared to 4.4% in the prior year period. For each quarterly
securitization transaction, the blended cost of funds is ultimately the result
of many factors including the market interest rates for benchmark swaps of
various maturities against which our bonds are priced and the margin over those
benchmarks that investors are willing to accept, which in turn, is influenced by
investor demand for our bonds at the time of the securitization. These and other
factors have resulted in fluctuations in our securitization trust debt interest
costs. The blended interest rates of our recent securitizations are summarized
in the table below:



       Blended Cost of Funds on Recent Asset-Backed Term Securitizations


Period Blended Cost of Funds

January 2018            3.46%
  April 2018             3.98%
  July 2018              4.18%
 October 2018            4.25%
 January 2019            4.22%
  April 2019             3.95%
  July 2019              3.36%
 October 2019            2.95%
 January 2020            3.08%
  June 2020              4.09%
September 2020           2.39%
 January 2021            1.11%
  April 2021             1.65%
  July 2021              1.55%




Interest expense on warehouse credit line debt decreased by $928,000 to $929,000
for the three months ended September 30, 2021 compared to $1.9 million in the
prior year period. The decrease was due to the lower utilization of our credit
lines during the quarter compared to last year. The average balance of our
warehouse debt was $39.4 million during the three months ended September 30,
2021 compared to $90.7 million for the same period in 2020.



Interest expense on subordinated renewable notes increased by $137,000. The
average balance of the outstanding subordinated debt increased 36.1% to $26.9
million for the three months ended September 30, 2021 compared to $19.7 million
for the three months ended September 30, 2020. The average yield of subordinated
notes decreased to 10.4% in the three-month period ended September 30, 2021
compared to 11.4% in the prior period.



In May 2018 and June 2021, we completed two residual interest financings of our residual interests from previously issued securitizations in the amounts of $40.0 million and $50.0 million, respectively. Interest expense on these residual interest financings was $1.4 million for the three months ended September 30, 2021 compared to $876,000 in the prior year period.







  30






The following table presents the components of interest income and interest
expense and a net interest yield analysis for the three-month periods ended
September 30, 2021 and 2020:



                                                        Three Months Ended September 30,
                                              2021                                             2020
                                                             (Dollars in thousands)
                                                           Annualized                                       Annualized
                            Average                         Average          Average                         Average
                          Balance (1)       Interest       Yield/Rate      Balance (1)       Interest       Yield/Rate
Interest Earning Assets
Finance receivables
gross (2)                 $    305,820     $   16,067            21.0%     $    624,532     $   29,775            19.1%
Finance receivables at
fair value                   1,837,138         50,951            11.1%        1,646,022         42,807            10.4%
                             2,142,958         67,018            12.5%        2,270,554         72,582            12.8%

   Interest Bearing
      Liabilities
Warehouse lines of
credit                    $     39,447            929             9.4%     $     90,697          1,857             8.2%
Residual interest
financing                       66,824          1,413             8.5%           36,407            876             9.6%
Securitization trust
debt                         1,819,789         15,292             3.4%        1,979,491         21,605             4.4%
Subordinated renewable
notes                           26,868            700            10.4%           19,737            563            11.4%
                          $  1,952,928         18,334             3.8%     $  2,126,332         24,901             4.7%

Net interest
income/spread                              $   48,684                                       $   47,681
Net interest yield (3)                                            8.7%                                             8.1%
Ratio of average
interest earning assets
to average interest
bearing liabilities                                               110%                                             107%



(1) Average balances are based on month end balances except for warehouse lines


     of credit, which are based on daily balances.


(2)  Net of deferred fees and direct costs.


(3)  Annualized net interest income divided by average interest earning assets.




                                          Three Months Ended September 30, 2021
                                              Compared to September 30, 2020
                                        Total            Change Due        Change Due
                                       Change             to Volume         to Rate
                                                      (In thousands)
     Interest Earning Assets
Finance receivables gross           $     (13,708 )     $     (15,161 )   $      1,453

Finance receivables at fair value           8,144               4,929      

3,215


                                           (5,564 )           (10,232 )     

4,668


  Interest Bearing Liabilities
Warehouse lines of credit                    (928 )            (1,046 )            118
Residual interest financing                   537                 721             (184 )
Securitization trust debt                  (6,313 )            (1,764 )         (4,549 )
Subordinated renewable notes                  137                 204              (67 )
                                           (6,567 )            (1,885 )         (4,682 )

Net interest income/spread          $       1,003       $      (8,347 )   $      9,350






  31






The reduction in the annualized yield on our finance receivables for the three
months ended September 30, 2021 compared to the prior year period is the result
of the lower interest yield on the receivables measured at fair value. The
interest yield on receivables measured at fair value is reduced to take account
of expected losses and is therefore less than the yield on other finance
receivables. The average balance of these receivables was $1,837.1 million for
the three months ended September 30, 2021 compared to $1,646.0 million in the
prior year period.



Effective January 1, 2020, the Company adopted Accounting Standards Update
2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on
Financial Instruments.The amendment introduces a new credit reserving model
known as the Current Expected Credit Loss model, generally referred to as CECL.
Adoption of CECL required the establishment of an allowance for the remaining
expected lifetime credit losses on the portion of the Company's receivable
portfolio that was originated prior to January 2018. The Company recorded an
addition to its allowance for finance credit losses of $127.0 million upon its
adoption of CECL in January 2020. In accordance with the rules for adopting
CECL, the offset to the addition to the allowance for finance credit losses was
a tax affected reduction to retained earnings using the modified retrospective
method.



For the three months ended September 30, 2021, we recorded a reduction to
provision for credit losses on finance receivables in the amount of $1.6
million. The reserve decrease was primarily due to a decrease in lifetime
expected credit losses resulting from improved credit performance. Provision for
credit losses was $7.4 million for the three months ended September 30, 2020.
That provision represented our estimate in 2020 of additional forecasted losses
that might be incurred as a result of the pandemic in our portfolio of finance
receivables. Such losses were not considered in our initial estimate of
remaining lifetime losses that we recorded upon our adoption of CECL in January
2020.



Our evaluation of the allowance for credit losses indicated that the reserves
against future losses are adequate as of September 30, 2021. Although we have
not yet seen a deterioration in the credit performance for these receivables as
a result of the pandemic, we expect that the absence of any additional
government stimulus payments, the expiration of the eviction moratorium and a
reversion to the mean for used car pricing could negatively affect credit
performance in the future.



The allowance applies only to our finance receivables originated through
December 2017, which we refer to as our legacy portfolio.  Finance receivables
that we have originated since January 2018 are accounted for at fair value.
Under the fair value method of accounting, we recognize interest income net of
expected credit losses. Thus, no provision for credit loss expense is recorded
for finance receivables measured at fair value.



Sales expense consists primarily of commission-based compensation paid to our
employee sales representatives. Our sales representatives earn a salary plus
commissions based on volume of contract purchases and sales of ancillary
products and services that we offer our dealers, such as training programs,
internet lead sales, and direct mail products. Sales expense increased by $1.1
million to $4.3 million during the three months ended September 30, 2021 and
represented 8.7% of total operating expenses. We purchased $326.8 million of new
contracts during the three months ended September 30, 2021 compared to $174.0
million in the prior year period. In our second quarter of 2020, we experienced
a significant reduction in contract purchases due to the pandemic and partial
shutdown of the economy. Since then, our contract purchase volumes have
gradually increased to pre-pandemic levels.



Occupancy expenses was $2.0 million for the three months ending September 30, 2021 compared to $1.8 million in the prior year period.

Depreciation and amortization expenses decreased to $409,000 compared to $438,000 in the previous year and represented 0.8% of total operating expenses.





For the three months ended September 30, 2021, we recorded income tax expense of
$5.9 million, representing a 30% effective tax rate. In the prior period, our
income tax expense was $2.1 million, representing a 36% effective tax rate.






  32





Comparison of Operating Results for the nine months ended September 30, 2021 with the nine months ended September 30, 2020





Revenues. During the nine months ended September 30, 2021, our revenues were
$198.4 million, a decrease of $10.3 million, or 4.9%, from the prior year
revenue of $208.7 million. The primary reason for the decrease in revenues is a
decrease in interest income. Interest income for the nine months ended September
30, 2021 decreased $28.7 million, or 12.6%, to $198.6 million from $227.3
million in the prior year. The primary reason for the decrease in interest
income is the continued runoff of our legacy portfolio of finance receivables
originated prior to January 2018, the average balance of which decreased by
44.4% from the prior period. The decrease in interest from that legacy portion
of our portfolio was partially offset by the increase in our portfolio of
receivables measured at fair value, which are those originated since January
2018. The interest yield on receivables measured at fair value is reduced to
take account of expected losses and is therefore less than the yield on other
finance receivables. The table below shows the average balances and interest
yields of the two components of our loan portfolio for the nine months ended
September 30, 2021 and 2020:



                                                         Nine Months Ended September 30,
                                                2021                                         2020
                                                             (Dollars in thousands)
                                Average                      Interest        Average                      Interest
                                Balance       Interest        Yield          Balance       Interest        Yield
  Interest Earning Assets
Finance receivables           $   375,642     $  56,669          20.1%     $   734,195     $ 101,998          18.5%
Finance receivables
measured at fair value          1,757,787       141,882          10.8%       1,619,399       125,273          10.3%
Total                         $ 2,133,429     $ 198,551          12.4%     $ 2,353,594     $ 227,271          12.9%




Revenues for the nine months ended September 30, 2021 and 2020 are net of a mark
downs of $4.4 million and $23.1 million, respectively, to the recorded value of
the finance receivables measured at fair value. The mark downs are estimates
based on our evaluation of the appropriate fair value and future earnings rate
of existing receivables compared to recently acquired receivables and our
assessment of potential additional future net losses arising from the pandemic.



Other income was $4.3 million for the nine months ended September 30, 2021 compared to $4.5 million for the nine months ended September 30, 2020.





Expenses. Our operating expenses consist largely of interest expense, provision
for credit losses, employee costs, sales and general and administrative
expenses. Provision for credit losses is affected by the balance and credit
performance of our portfolio of finance receivables (other than our portfolio of
finance receivables measured at fair value, as to which expected credit losses
have the effect of reducing the internal rate of return or the recorded value
applicable to such receivables). Interest expense is significantly affected by
the volume of automobile contracts we purchased during the trailing 12-month
period and the use of our warehouse facilities and asset-backed securitizations
to finance those contracts. Employee costs and general and administrative
expenses are incurred as applications and automobile contracts are received,
processed and serviced. Factors that affect margins and net income include
changes in the automobile and automobile finance market environments, and
macroeconomic factors such as interest rates and changes in the unemployment
level.



Employee costs include base salaries, commissions and bonuses paid to employees,
and certain expenses related to the accounting treatment of outstanding stock
options and are one of our most significant operating expenses. These costs
(other than those relating to stock options) generally fluctuate with the level
of applications and automobile contracts purchased and serviced.



Other operating expenses consist largely of facilities expenses, telephone and other communication services, credit services, computer services, sales and advertising expenses, and depreciation and amortization.







  33






Total operating expenses were $157.1 million for the nine months ended September
30, 2021, compared to $195.1 million for the prior period, a decrease of $38.0
million, or 19.5%. The decrease is primarily due to decreases in interest
expense, provisions for credit losses and employee costs.



Employee costs decreased by $3.0 million or 5.0%, to $57.8 million during the
nine months ended September 30, 2021, representing 36.8% of operating expenses,
from $60.8 million for the prior year. The table below summarizes our employees
by category as well as contract purchases and units in our managed portfolio as
of, and for the nine-month periods ended, September 30, 2021 and 2020:



                                              Nine Months Ended September 30,
                                                2021                   2020
                                                   (Dollars in millions)

Contracts purchased (dollars)             $          818.3       $         

575.9


Contracts purchased (units)                         39,929                

31,475

Managed portfolio outstanding (dollars) $ 2,184.1 $ 2,250.4 Managed portfolio outstanding (units)

              156,456                

168,071


Number of Originations staff                           170                 

161


Number of Sales staff                                  110                 

94


Number of Servicing staff                              397                 

472


Number of other staff                                   74                 

73


Total number of employees                              751                 

  800




General and administrative expenses include costs associated with purchasing and
servicing our portfolio of finance receivables, including expenses for
facilities, credit services, and telecommunications. General and administrative
expenses were $23.0 million, a decrease from $24.4 million in the previous year
and represented 14.7% of total operating expenses.



Interest expense for the nine months ended September 30, 2021 were $58.3 million
and represented 37.1% of total operating expenses, compared to $78.4 million in
the previous year, when it was 40.2% of total operating expenses.



Interest on securitization trust debt decreased by $17.2 million for the nine
months ended September 30, 2021 compared to the prior period. The average
balance of securitization trust debt decreased to $1,842.7 million for the nine
months ended September 30, 2021 compared to $2,058.1 million for the nine months
ended September 30, 2020. In addition, the blended interest rates on new term
securitizations have declined in 2020 and 2021. The annualized average rate on
our securitization trust debt was 3.7% for the nine months ended September 30,
2021 compared to 4.4% in the prior year period. For each quarterly
securitization transaction, the blended cost of funds is ultimately the result
of many factors including the market interest rates for benchmark swaps of
various maturities against which our bonds are priced and the margin over those
benchmarks that investors are willing to accept, which in turn, is influenced by
investor demand for our bonds at the time of the securitization. These and other
factors have resulted in fluctuations in our securitization trust debt interest
costs. The blended interest rates of our recent securitizations are summarized
in the table below:







  34






       Blended Cost of Funds on Recent Asset-Backed Term Securitizations



    Period       Blended Cost of Funds
January 2018            3.46%
  April 2018             3.98%
  July 2018              4.18%
 October 2018            4.25%
 January 2019            4.22%
  April 2019             3.95%
  July 2019              3.36%
 October 2019            2.95%
 January 2020            3.08%
  June 2020              4.09%
September 2020           2.39%
 January 2021            1.11%
  April 2021             1.65%
  July 2021              1.55%




Interest expense on warehouse credit line debt decreased by $3.0 million to $3.3
million for the nine months ended September 30, 2021 compared to $6.3 million in
the prior year period. The decrease was primarily due to the lower utilization
of our credit lines during the quarter compared to last year. The average
balance of our warehouse debt was $46.7 million during the nine months ended
September 30, 2021 compared to $107.4 million for the same period in 2020.



Interest expense on subordinated renewable notes increased by $401,000. The
average balance of the outstanding subordinated debt increased 30.7% to $24.6
million for the nine months ended September 30, 2021 compared to $18.8 million
for the nine months ended September 30, 2020. The average yield of subordinated
notes decreased to 10.7% in the nine-month period ended September 30, 2021
compared to 11.2% in the prior period.



In May 2018 and June 2021, we completed two residual interest financings of our residual interests from previously issued securitizations in the amounts of $40.0 million and $50.0 million, respectively. Interest expense on these residual interest financings was $2.4 million for the nine months ended September 30, 2021 compared to $2.7 million in the prior year period.





The following table presents the components of interest income and interest
expense and a net interest yield analysis for the nine-month periods ended
September 30, 2021 and 2020:



                                                             Nine Months Ended September 30,
                                                  2021                                            2020
                                                                 (Dollars in thousands)
                                                               Annualized                                      Annualized
                                 Average                        Average          Average                        Average
                               Balance (1)      Interest       Yield/Rate      Balance (1)      Interest       Yield/Rate
  Interest Earning Assets
Finance receivables gross
(2)                            $    375,642     $  56,669            20.1%     $    734,195     $ 101,998            18.5%
Finance receivables at fair
value                             1,757,787       141,882            10.8%        1,619,399       125,273            10.3%
                                  2,133,429       198,551            12.4%        2,353,594       227,271            12.9%

Interest Bearing Liabilities
Warehouse lines of credit      $     46,709         3,265             9.3%     $    107,388         6,294             7.8%
Residual interest financing          36,101         2,446             9.0%           37,959         2,734             9.6%
Securitization trust debt         1,842,694        50,568             3.7%        2,058,110        67,770             4.4%
Subordinated renewable notes         24,637         1,981            10.7%           18,847         1,580            11.2%
                               $  1,950,141        58,260             4.0%     $  2,222,304        78,378             4.7%

Net interest income/spread                      $ 140,291                                       $ 148,893
Net interest yield (3)                                                8.4%                                            8.2%
Ratio of average interest
earning assets to average
interest bearing liabilities                                          109%                                            106%



(1) Average balances are based on month end balances except for warehouse lines


     of credit, which are based on daily balances.


(2)  Net of deferred fees and direct costs.


(3)  Annualized net interest income divided by average interest earning assets.






  35






                                          Nine Months Ended September 30, 2021
                                             Compared to September 30, 2020
                                       Total            Change Due       Change Due
                                       Change           to Volume         to Rate
                                                     (In thousands)
     Interest Earning Assets
Finance receivables gross           $    (45,329 )     $    (51,307 )   $      5,978

Finance receivables at fair value         16,609              8,738        

7,871


                                         (28,720 )          (42,569 )       

13,849


  Interest Bearing Liabilities
Warehouse lines of credit                 (3,029 )           (3,732 )            703
Residual interest financing                 (288 )              (82 )           (206 )
Securitization trust debt                (17,202 )           (3,724 )        (13,478 )
Subordinated renewable notes                 401                513             (112 )
                                         (20,118 )           (7,025 )        (13,093 )

Net interest income/spread          $     (8,602 )     $    (35,544 )   $     26,942




The reduction in the annualized yield on our finance receivables for the nine
months ended September 30, 2021 compared to the prior year period is the result
of the lower interest yield on the receivables measured at fair value. The
interest yield on receivables measured at fair value is reduced to take account
of expected losses and is therefore less than the yield on other finance
receivables. The average balance of these receivables was $1,757.8 million for
the nine months ended September 30, 2021 compared to $1,619.4 million in the
prior year period.



Effective January 1, 2020, the Company adopted Accounting Standards Update
2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on
Financial Instruments.The amendment introduces a new credit reserving model
known as the Current Expected Credit Loss model, generally referred to as CECL.
Adoption of CECL required the establishment of an allowance for the remaining
expected lifetime credit losses on the portion of the Company's receivable
portfolio that was originated prior to January 2018. The Company recorded an
addition to its allowance for finance credit losses of $127.0 million upon its
adoption of CECL in January 2020. In accordance with the rules for adopting
CECL, the offset to the addition to the allowance for finance credit losses was
a tax affected reduction to retained earnings using the modified retrospective
method.



For the nine months ended September 30, 2021, we recorded a reduction to
provision for credit losses on finance receivables in the amount of $1.6
million. The reserve decrease was primarily due to a decrease in lifetime
expected credit losses resulting from improved credit performance. Provision for
credit losses was $14.1 million for the nine months ended September 30, 2020.
That provision represented our estimate in 2020 of additional forecasted losses
that might be incurred as a result of the pandemic on our portfolio of finance
receivables. Such losses were not considered in our initial estimate of
remaining lifetime losses that we recorded upon our adoption of CECL in January
2020.



Our evaluation of the allowance for credit losses indicated that the reserves
against future losses are adequate as of September 30, 2021. Although we have
not yet seen a deterioration in the credit performance for these receivables as
a result of the pandemic, we expect that the absence of any additional
government stimulus payments, the expiration of the eviction moratorium and a
reversion to the mean for used car pricing could negatively affect credit
performance in the future.





  36






The allowance applies only to our finance receivables originated through
December 2017, which we refer to as our legacy portfolio.  Finance receivables
that we have originated since January 2018 are accounted for at fair value.
Under the fair value method of accounting, we recognize interest income net of
expected credit losses. Thus, no provision for credit loss expense is recorded
for finance receivables measured at fair value.



Sales expense consists primarily of commission-based compensation paid to our
employee sales representatives. Our sales representatives earn a salary plus
commissions based on volume of contract purchases and sales of ancillary
products and services that we offer our dealers, such as training programs,
internet lead sales, and direct mail products. Sales expense increased by $1.8
million to $12.5 million during the nine months ended September 30, 2021 and
represented 7.9% of total operating expenses. We purchased $818.3 million of new
contracts during the nine months ended September 30, 2021 compared to $575.9
million in the prior year period. In our second quarter of 2020, we experienced
a significant reduction in contract purchases due to the pandemic and partial
shutdown of the economy. Since then, our contract purchase volumes have
gradually increased to pre-pandemic levels.



Occupancy expenses was $5.9 million for the nine months ending September 30, 2021 compared to $5.4 million in the prior year period.

Depreciation and amortization expenses decreased by $90,000 to $1.3 million and represented 0.8% of total operating expenses.


For the nine months ended September 30, 2021 we recorded income tax expense of
$12.8 million, representing a 31% effective tax rate. For the nine months ended
September 30, 2020, we recorded a net income tax benefit of $3.9 million. On
March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act
was passed into law, providing wide ranging economic relief for individuals and
businesses. One component of the CARES Act provides the Company with an
opportunity to carry back net operating losses ("NOLs") arising from 2018, 2019
and 2020 to the prior five tax years. The Company has previously valued its NOLs
at the federal corporate income tax rate of 21%. However, the CARES Act provides
for NOL carryback claims to be calculated based on a rate of 35%, which was the
federal corporate tax rate in effect for the carryback years. The result of the
revaluation of NOLs and other tax adjustments is a net tax benefit of $8.8
million. Excluding the tax benefit, income tax expense for the nine months ended
September 30, 2020 would have been $4.9 million, representing an effective

income tax rate of 36%.



Credit Experience



Our financial results are dependent on the performance of the automobile
contracts in which we retain an ownership interest. Broad economic factors such
as recession and significant changes in unemployment levels influence the credit
performance of our portfolio, as does the weighted average age of the
receivables at any given time. The tables below document the delinquency,
repossession and net credit loss experience of all such automobile contracts
that we originated or own an interest in as of the respective dates shown.
Recent effects of the pandemic include higher volumes of payment extensions
requested by our customers and, in some states, temporary suspension of our
rights to repossess automobiles. The pandemic may have a negative effect on our
delinquency and charge off experience in the future, which is not yet reflected
in the tables below.





  37






             Delinquency, Repossession and Extension Experience (1)

                             Total Owned Portfolio



                                  September 30, 2021             September 30, 2020             December 31, 2020
                              Number of                      Number of                      Number of
                              Contracts        Amount        Contracts        Amount        Contracts        Amount
                                                               (Dollars in thousands)
Delinquency Experience
Gross servicing portfolio
(1)                              156,456     $ 2,184,142        168,071     $ 2,250,395        163,117     $ 2,174,972
Period of delinquency (2)
31-60 days                         9,621     $   127,900          9,883     $   133,671         11,357     $   152,868
61-90 days                         3,371          42,997          3,771          49,376          4,525          59,096
91+ days                             961          11,745          1,413          16,067          1,290          14,989
Total delinquencies (2)           13,953         182,642         15,067         199,114         17,172         226,953
Amount in repossession (3)         1,792          21,803          2,733          32,383          2,979          35,839
Total delinquencies and
amount in repossession (2)        15,745     $   204,445         17,800     $   231,497         20,151     $   262,792

Delinquencies as a
percentage of gross
servicing portfolio                 8.9%            8.4%           9.0%            8.8%          10.5%           10.4%
                                       .
Total delinquencies and
amount in repossession as a
percentage of gross
servicing portfolio                10.1%            9.4%          10.6%           10.3%          12.4%           12.1%

Extension Experience
Contracts with one
extension, accruing               23,730     $   320,330         30,912     $   441,306         29,709     $   417,347
Contracts with two or more
extensions, accruing              48,840         548,609         56,204         675,607         55,885         665,572
                                  72,570         868,939         87,116       1,116,913         85,594       1,082,919

Contracts with one
extension, non-accrual (4)           530           6,440            761           9,872            915          12,408
Contracts with two or more
extensions, non-accrual (4)        1,210          13,376          2,505          28,126          2,502          28,189
                                   1,740          19,816          3,266          37,998          3,417          40,597

Total contracts with
extensions                        74,310     $   888,755         90,382     $ 1,154,911         89,011     $ 1,123,516


______________________

(1) All amounts and percentages are based on the amount remaining to be repaid
on each automobile contract, including, for pre-computed automobile contracts,
any unearned interest. The information in the table represents the gross
principal amount of all automobile contracts we have purchased, including
automobile contracts subsequently sold in securitization transactions that we
continue to service. The table does not include certain contracts we have
serviced for third parties on which we earn servicing fees only and have no
credit risk.

(2) We consider an automobile contract delinquent when an obligor fails to make
at least 90% of a contractually due payment by the following due date, which
date may have been extended within limits specified in the Servicing Agreements.
The period of delinquency is based on the number of days payments are
contractually past due. Automobile contracts less than 31 days delinquent are
not included. The delinquency aging categories shown in the tables reflect the
effect of extensions.

(3) Amount in repossession represents financed vehicles that have been repossessed but not yet liquidated.



(4) Amount in repossession and accounts past due more than 90 days are on
non-accrual.





  38






                         Net Charge-Off Experience (1)

                             Total Owned Portfolio



                                                           Finance Receivables Portfolio
                                                September 30,       September 30,       December 31,
                                                    2021                2020                2020
                                                               (Dollars in 

thousands)


Average servicing portfolio outstanding        $       305,820     $       624,532     $      684,259
Annualized net charge-offs as a percentage
of average servicing portfolio (2)                        3.8%               14.1%              11.7%




                                                          Fair Value Receivables Portfolio
                                                September 30,       September 30,       December 31,
                                                    2021                2020                2020
                                                               (Dollars in thousands)
Average servicing portfolio outstanding        $     1,837,138     $     1,646,022     $    1,631,491
Annualized net charge-offs as a percentage
of average servicing portfolio (2)                        2.7%             

  3.5%               4.3%




                                                              Total Managed Portfolio
                                                September 30,       September 30,       December 31,
                                                    2021                2020                2020
                                                               (Dollars in thousands)
Average servicing portfolio outstanding        $     2,142,958     $     2,270,554     $    2,315,750
Annualized net charge-offs as a percentage
of average servicing portfolio (2)                        2.8%             

  6.4%               6.5%


_________________________

(1) All amounts and percentages are based on the principal amount scheduled to be paid on each automobile contract, net of unearned income on pre-computed automobile contracts.



(2) Net charge-offs include the remaining principal balance, after the
application of the net proceeds from the liquidation of the vehicle (excluding
accrued and unpaid interest) and amounts collected subsequent to the date of
charge-off, including some recoveries which have been classified as other income
in the accompanying interim consolidated financial statements. September 30,
2021 and September 30, 2020 percentages represent three months ended September
30, 2021 and September 30, 2020 annualized. December 31, 2020 represents 12
months ended December 31, 2020.



Extensions



In certain circumstances we will grant obligors one-month payment extensions to
assist them with temporary cash flow problems. In general, we are bound by our
securitization agreements to refrain from agreeing to more than two such
extensions in any 12-month period and to more than six over the life of the
contract. The only modification of terms is to advance the obligor's next due
date by one month and extend the maturity date of the receivable by one month.
In some cases, a two-month extension may be granted. There are no other
concessions such as a reduction in interest rate, forgiveness of principal or of
accrued interest. Accordingly, we consider such extensions to be insignificant
delays in payments rather than troubled debt restructurings. Because financial
regulatory authorities have encouraged obligors to expect payment deferrals as a
response to the pandemic, we may seek amendments or waivers of our
securitization agreements to relax the limits on extensions; however, we have
not sought such changes in terms as of the date of this report, and if we do
seek such changes, there can be no assurance that the other parties to our
securitization agreements will agree to such amendments or waivers, nor as to
the effect on credit performance that may result if such amendments or waivers
are agreed to.





  39






The basic question in deciding to grant an extension is whether or not we will
(a) be delaying the inevitable repossession and liquidation or (b) risk losing
the vehicle as a result of not being able to locate the obligor and vehicle. In
both of those situations, the loss would likely be higher than if the vehicle
had been repossessed without the extension. The benefits of granting an
extension include minimizing current losses and delinquencies, minimizing
lifetime losses, getting the obligor's account current (or close to it) and
building goodwill so that the obligor might prioritize us over other creditors
on future payments. Our servicing staff are trained to identify when a past due
obligor is facing a temporary problem that may be resolved with an extension. In
some cases, the extension will be granted in conjunction with our receiving all
or a portion of a past due payment from the obligor, thereby indicating an
additional monetary and psychological commitment to the contract on the
obligor's part.



The credit assessment for granting an extension is initially made by our
collector, who bases the recommendation on the collector's discussions with the
obligor. In such assessments the collector will consider, among other things,
the following factors: (1) the reason the obligor has fallen behind in payment;
(2) whether or not the reason for the delinquency is temporary, and if it is,
have conditions changed such that the obligor can begin making regular monthly
payments again after the extension; (3) the obligor's past payment history,
including past extensions if applicable; (4) the obligor's willingness to
communicate and cooperate on resolving the delinquency; and (5) a numeric score
from our internal risk assessment system that indicating the likelihood that the
extension will prove beneficial. If the collector believes the obligor is a good
candidate for an extension, an approval is obtained from a supervisor, who will
review the same factors stated above prior to offering the extension to the
obligor. After receiving an extension, an account remains subject to our normal
policies and procedures for interest accrual, reporting delinquency and
recognizing charge-offs.



We believe that a prudent extension program is an integral component to mitigating losses in our portfolio of sub-prime automobile receivables. The table below summarizes the status, as of September 30, 2021, for accounts that received extensions from 2008 through 2020:





                                 Active or Paid                                                                                                              Avg Months
                                     Off at          % Active or Paid     Charged Off > 6     % Charged Off >      Charged Off <= 6     % Charged Off <=     to Charge

Period of # Extensions September 30, Off at September Months After 6 Months After Months After 6 Months After Off Post


 Extension        Granted             2021               30, 2021            Extension           Extension            Extension            Extension         Extension
    2008              35,588              10,708                30.1%              20,061                56.4%                4,819                13.5%         19
    2009              32,226              10,274                31.9%              16,170                50.2%                5,783                17.9%         17
    2010              26,167              12,165                46.5%              12,009                45.9%                1,999                 7.6%         19
    2011              18,786              10,972                58.4%               6,882                36.6%                  932                 5.0%         19
    2012              18,783              11,320                60.3%               6,667                35.5%                  796                 4.2%         18
    2013              23,398              11,165                47.7%              11,257                48.1%                  976                 4.2%         23
    2014              25,773              10,564                41.0%              14,383                55.8%                  826                 3.2%         25
    2015              53,319              22,770                42.7%              29,467                55.3%                1,082                 2.0%         25
    2016              80,897              38,161                47.2%              40,803                50.4%                1,933                 2.4%         25
    2017             133,881              64,944                48.5%              61,977                46.3%                6,926                 5.2%         20
    2018             121,531              70,569                58.1%              44,955                37.0%                6,007                 4.9%         17
    2019              71,548              54,700                76.5%              14,906                20.8%                1,942                 2.7%         14
    2020              83,170              72,769                87.5%               8,302                10.0%                2,099                 2.5%         9


 ______________________

Note: Table excludes extensions on portfolios serviced for third parties





We view these results as a confirmation of the effectiveness of our extension
program. For example, of the accounts granted extensions in 2018, 59.2% were
either paid in full or active and performing September 30, 2021. Each of these
successful accounts represent continued payments of interest and principal
(including payment in full in many cases), where without the extension we likely
would have incurred a substantial loss and no interest revenue after the
extension.





  40






For the extension accounts that ultimately charge off, we consider any that
charged off more than six months after the extension to be at least partially
successful. For example, of the accounts granted extensions in 2012 that
subsequently charged off, such charge offs occurred, on average, 18 months after
the extension, indicating that even in the cases of an ultimate loss, the
obligor serviced the account with additional payments of principal and interest.



Additional information about our extensions is provided in the tables below:





                                            Nine Months                              Nine Months
                                          Ended September        Year Ended        Ended September
                                                30,             December 31,             30,
                                                2021                2020                 2020

Average number of extensions granted
per month                                            3,656               6,931                7,256

Average number of outstanding accounts             157,976             172,129              174,549

Average monthly extensions as % of
average outstandings                                  2.3%                4.0%                 4.2%


 ______________________

Note: Table excludes portfolios originated and owned by third parties







                                  September 30, 2021              September 30, 2020               December 31, 2020
                               Number of                       Number of                       Number of
                               Contracts        Amount         Contracts        Amount         Contracts        Amount
                                                                (Dollars in thousands)

Contracts with one
extension                          24,260     $   326,770          31,673     $   451,178          30,624     $   429,754
Contracts with two
extensions                         16,888         216,878          19,028         252,189          19,381         259,236
Contracts with three
extensions                         12,155         144,035          13,228         161,303          13,117         159,447
Contracts with four
extensions                          9,379          97,391          11,281         130,279          10,868         122,469
Contracts with five
extensions                          6,782          63,531           8,801          95,481           8,548          90,322
Contracts with six
extensions                          4,846          40,149           6,371          64,481           6,473          62,288
                                   74,310     $   888,754          90,382     $ 1,154,911          89,011     $ 1,123,516

Managed portfolio
(excluding originated and
owned by 3rd parties)             156,456     $ 2,184,142         168,071     $ 2,250,395         163,117     $ 2,174,972


 _____________________

Note: Table excludes portfolios originated and owned by third parties





Since January of 2019, we have attempted to reduce extensions by working with
our servicing staff to be more selective in granting extensions including, where
appropriate, to exhaust all possibilities of payment by the customer before

granting an extension.





  41






Non-Accrual Receivables



It is not uncommon for our obligors to fall behind in their payments. However,
with the diligent efforts of our Servicing staff and systems for managing our
collection efforts, we regularly work with our customers to resolve
delinquencies. Our staff are trained to employ a counseling approach to assist
our customers with their cash flow management skills and help them to prioritize
their payment obligations in order to avoid losing their vehicle to
repossession. Through our experience, we have learned that once a customer
becomes greater than 90 days past due, it is not likely that the delinquency
will be resolved and will ultimately result in a charge-off. As a result, we do
not recognize any interest income for contracts that are greater than 90 days
past due.



If a contract exceeds the 90 days past due threshold at the end of one period,
and then makes the necessary payments such that it becomes less than or equal to
90 days delinquent at the end of a subsequent period, it would be restored to
full accrual status for our financial reporting purposes. At the time a contract
is restored to full accrual in this manner, there can be no assurance that full
repayment of interest and principal will ultimately be made. However, we monitor
each obligor's payment performance and are aware of the severity of his
delinquency at any time. The fact that the delinquency has been reduced below
the 90-day threshold is a positive indicator. Should the contract again exceed
the 90-day delinquency level at the end of any reporting period, it would again
be reflected as a non-accrual account.



Our policy for placing a contract on non-accrual status is independent of our
policy to grant an extension. In practice, it would be an uncommon circumstance
where an extension was granted and the account remained in a non-accrual status,
since the goal of the extension is to bring the contract current (or nearly
current).



Liquidity and Capital Resources





Our business requires substantial cash to support our purchases of automobile
contracts and other operating activities. Our primary sources of cash have been
cash flows from the proceeds from term securitization transactions and other
sales of automobile contracts, amounts borrowed under various revolving credit
facilities (also sometimes known as warehouse credit facilities), customer
payments of principal and interest on finance receivables, fees for origination
of automobile contracts, and releases of cash from securitization transactions
and their related spread accounts. Our primary uses of cash have been the
purchases of automobile contracts, repayment of amounts borrowed under lines of
credit, securitization transactions and otherwise, operating expenses such as
employee, interest, occupancy expenses and other general and administrative
expenses, the establishment of spread accounts and initial
overcollateralization, if any, the increase of credit enhancement to required
levels in securitization transactions, and income taxes. There can be no
assurance that internally generated cash will be sufficient to meet our cash
demands. The sufficiency of internally generated cash will depend on the
performance of securitized pools (which determines the level of releases from
those pools and their related spread accounts), the rate of expansion or
contraction in our managed portfolio, and the terms upon which we are able to
acquire and borrow against automobile contracts.



Net cash provided by operating activities for the nine-month period ended September 30, 2021 was $163.1 million, a decrease of $27.5 million, compared to net cash provided by operating activities for the nine-month period ended September 30, 2020 of $190.6 million. Net cash from operating activities is generally provided by net income from operations adjusted for significant non-cash items such as our provision for credit losses and marks to finance receivables measured at fair value.


Net cash used in investing activities was $50.2 million for the nine months
ended September 30, 2021. Net cash provided by investing activities for the
nine-month period ended September 30, 2020 was $45.4 million. Cash provided by
investing activities primarily results from principal payments and other
proceeds received on finance receivables. Cash used in investing activities
generally relates to purchases of automobile contracts. Purchases of finance
receivables excluding acquisition fees were $818.3 million and $572.9 million
during the first nine months of 2021 and 2020, respectively.





  42






Net cash used in financing activities for the nine months ended September 30,
2021 was $83.3 million compared to $164.6 million in the prior year period. Cash
provided by financing activities is primarily related to the issuance of
securitization trust debt, reduced by the amount of repayment of securitization
trust debt and net proceeds or repayments on our warehouse lines of credit and
other debt. In the first nine months of 2021, we issued $761.5 million in new
securitization trust debt compared to $714.5 million in the same period of 2020.
We repaid $861.0 million in securitization trust debt in the nine months ended
September 30, 2021 compared to repayments of securitization trust debt of $764.1
million in the prior year period. In the nine months ended September 30, 2021,
we had net repayments on warehouse lines of credit of $22.1 million, compared to
$104.7 million in the prior year's period.



We purchase automobile contracts from dealers for a cash price approximately
equal to their principal amount, adjusted for an acquisition fee which may
either increase or decrease the automobile contract purchase price. Those
automobile contracts generate cash flow, however, over a period of years. We
have been dependent on warehouse credit facilities to purchase automobile
contracts and our securitization transactions for long term financing of our
contracts. In addition, we have accessed other sources, such as residual
financings and subordinated debt in order to finance our continuing operations.



The acquisition of automobile contracts for subsequent financing in
securitization transactions, and the need to fund spread accounts and initial
overcollateralization, if any, and increase credit enhancement levels when those
transactions take place, results in a continuing need for capital. The amount of
capital required is most heavily dependent on the rate of our automobile
contract purchases, the required level of initial credit enhancement in
securitizations, and the extent to which the previously established trusts and
their related spread accounts either release cash to us or capture cash from
collections on securitized automobile contracts. Of those, the factor most
subject to our control is the rate at which we purchase automobile contracts.



We are and may in the future be limited in our ability to purchase automobile
contracts due to limits on our capital. As of September 30, 2021, we had
unrestricted cash of $28.8 million and $102.2 million aggregate available
borrowings under our two warehouse credit facilities (assuming the availability
of sufficient eligible collateral). As of September 30, 2021, we had
approximately $95.6 million of such eligible collateral. Our plans to manage our
liquidity include maintaining our rate of automobile contract purchases at a
level that matches our available capital, and, as appropriate, minimizing our
operating costs. During the nine-month period ended September 30, 2021, we
completed three securitizations aggregating $761.5 million of notes sold.



Our liquidity will also be affected by releases of cash from the trusts
established with our securitizations. While the specific terms and mechanics of
each spread account vary among transactions, our securitization agreements
generally provide that we will receive excess cash flows, if any, only if the
amount of credit enhancement has reached specified levels and the net losses
related to the automobile contracts in the pool are below certain predetermined
levels. In the event delinquencies or net losses on the automobile contracts
exceed such levels, the terms of the securitization may require increased credit
enhancement to be accumulated for the particular pool. There can be no assurance
that collections from the related trusts will continue to generate sufficient
cash.



Our warehouse credit facilities contain various financial covenants requiring
certain minimum financial ratios and results. Such covenants include maintaining
minimum levels of liquidity and net worth and not exceeding maximum leverage
levels. In addition, certain of our debt agreements other than our term
securitizations contain cross-default provisions. Such cross-default provisions
would allow the respective creditors to declare a default if an event of default
occurred with respect to other indebtedness of ours, but only if such other
event of default were to be accompanied by acceleration of such other
indebtedness. As of September 30, 2021, we were in compliance with all such

financial covenants.





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We have and will continue to have a substantial amount of indebtedness. At
September 30, 2021, we had approximately $1,893.3 million of debt outstanding.
Such debt consisted primarily of $1,703.5 million of securitization trust debt
and $97.8 million of debt from warehouse lines of credit. Our securitization
trust debt has decreased by $100.2 million while our warehouse lines of credit
debt has decreased by $21.2 million since December 31, 2020 (each net of
deferred financing costs). Since 2005, we have offered renewable subordinated
notes to the public on a continuous basis, and such notes have maturities that
range from six months to 10 years. We had $27.5 million and $21.3 million in
subordinated renewable notes outstanding at September 30, 2021 and December 31,
2020, respectively. On May 16, 2018, we completed a $40.0 million securitization
of residual interests from previously issued securitizations. At September 30,
2021, $15.3 million of this residual interest financing debt remains
outstanding. On June 30, 2021, we completed a $50.0 million securitization of
residual interests from other previously issued securitizations. As of September
30, 2021, $50.0 million of this debt remains outstanding.



Although we believe we are able to service and repay our debt, there is no
assurance that we will be able to do so. If our plans for future operations do
not generate sufficient cash flows and earnings, our ability to make required
payments on our debt would be impaired. If we fail to pay our indebtedness when
due, it could have a material adverse effect on us and may require us to issue
additional debt or equity securities.



Forward Looking Statements



This report on Form 10-Q includes certain "forward-looking statements."
Forward-looking statements may be identified by the use of words such as
"anticipates," "expects," "plans," "estimates," or words of like meaning. Our
provision for credit losses is a forward-looking statement, as it is dependent
on our estimates as to future chargeoffs and recovery rates. Factors that could
affect charge-offs and recovery rates include changes in the general economic
climate, which could affect the willingness or ability of obligors to pay
pursuant to the terms of automobile contracts, changes in laws respecting
consumer finance, which could affect our ability to enforce rights under
automobile contracts, and changes in the market for used vehicles, which could
affect the levels of recoveries upon sale of repossessed vehicles. Our valuation
of receivables measured at fair value is a forward-looking statement, as it is
dependent, among other things, on our estimates of cash to be received in the
future with respect to such receivables. Each of the factors listed above as
affecting charge-offs and recovery rates could have a similar effect on cash to
be received in the future with respect to receivables measured at fair value.
Factors that could affect our revenues in the current year include the levels of
cash releases from existing pools of automobile contracts, which would affect
our ability to purchase automobile contracts, the terms on which we are able to
finance such purchases, the willingness of dealers to sell automobile contracts
to us on the terms that we offer, and the terms on which and whether we are able
to complete term securitizations once automobile contracts are acquired. Factors
that could affect our expenses in the current year include competitive
conditions in the market for qualified personnel and interest rates (which
affect the rates that we pay on notes issued in our securitizations). The
factors identified in this and other reports as "Risk Factors" could affect our
revenues, expenses, liquidity and financial condition, and the timing and amount
of cash received with respect to our automobile contracts.

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